WRL SERIES LIFE ACCOUNT
485BPOS, 2000-04-21
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     As filed with the Securities and Exchange Commission on April 21, 2000
                    Registration File Nos. 333-62397/811-4420

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     ---------------------------------------
                         POST-EFFECTIVE AMENDMENT NO. 2
                                    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.
         Senior Vice President, General Counsel and Assistant Secretary
                   Western Reserve Life Assurance Co. of Ohio
                              570 Carillon Parkway
                          St. Petersburg, Florida 33716
                (Name and Complete Address of Agent for Service)

                                   Copies to:

                              Stephen E. Roth, Esq.
                         Sutherland Asbill & Brennan LLP
                         1275 Pennsylvania Avenue, N.W.
                           Washington, D.C. 20004-2415
                        ---------------------------------

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
- -------

  X     on   May 1, 2000  , pursuant to paragraph (b) of Rule 485
- ------     ---------------

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

        on                      , pursuant to paragraph (a) of Rule 485
- -------    ---------------------
<PAGE>


                               WRL FREEDOM ELITE
                                  PROSPECTUS A

                                      FOR

                              GENERAL DISTRIBUTION



<PAGE>


P R O S P E C T U S
- ----------------------
MAY 1, 2000

                              WRL FREEDOM ELITE(SM)

                                 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 9 OF THIS PROSPECTUS.
                                        An investment in this Policy is not a
                                        bank deposit. The Policy is not insured
                                        or guaranteed by the Federal Deposit
                                        Insurance Corporation or any other
                                        government agency.

THE SECURITIES AND                      If you already own a life insurance
EXCHANGE COMMISSION                     policy, it may not be to your advantage
HAS NOT APPROVED                        to buy additional insurance or to
OR DISAPPROVED THESE SECURITIES         replace your policy with the Policy
OR PASSED UPON THE ADEQUACY             described in this prospectus.
OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY          Prospectuses for the portfolios of: WRL
IS A CRIMINAL OFFENSE.                  Series Fund, Inc.;

                                        Variable Insurance Products Fund (VIP);

                                        Variable Insurance Products Fund II (VIP
                                        II); and

                                        Variable Insurance Products Fund III
                                        (VIP III)

                                        must accompany this prospectus.

                                        Certain portfolios may not be available
                                        in all states. Please read these
                                        documents before investing and save
                                        them for future reference.


<PAGE>
TABLE OF CONTENTS
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                              <C>
Glossary .......................................................   1
Policy Summary .................................................   4
Risk Summary ...................................................   9
Portfolio Annual Expense Table .................................  13
Western Reserve and the Fixed Account ..........................  15
    Western Reserve ............................................  15
    The Fixed Account ..........................................  15
The Separate Account and the Portfolios ........................  16
    The Separate Account .......................................  16
    The Funds ..................................................  16
    Addition, Deletion, or Substitution of Investments .........  20
    Your Right to Vote Portfolio Shares ........................  21
The Policy .....................................................  22
    Purchasing a Policy ........................................  22
    Underwriting Standards .....................................  22
    When Insurance Coverage Takes Effect .......................  23
    Ownership Rights ...........................................  24
    Canceling a Policy .........................................  26
Premiums .......................................................  26
    Premium Flexibility ........................................  26
    Planned Periodic Payments ..................................  27
    Minimum Monthly Guarantee Premium ..........................  27
    No Lapse Period ............................................  27
    Premium Limitations ........................................  28
    Making Premium Payments ....................................  28
    Allocating Premiums ........................................  28
Policy Values ..................................................  29
    Cash Value .................................................  29
    Net Surrender Value ........................................  30
    Subaccount Value ...........................................  30
    Subaccount Unit Value ......................................  30
    Fixed Account Value ........................................  31
Transfers ......................................................  32
    General ....................................................  32
    Fixed Account Transfers ....................................  33
    Conversion Rights ..........................................  33
    Dollar Cost Averaging ......................................  34
    Asset Rebalancing Program ..................................  34
    Third Party Asset Allocation Services ......................  35
Charges and Deductions .........................................  36
    Premium Charges ............................................  36
    Monthly Deduction ..........................................  36
    Mortality and Expense Risk Charge ..........................  38
         This Policy is not available in the State of New York.
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                            <C>
    Surrender Charge ......................................... 38
    Pro Rata Decrease Charge ................................. 41
    Transfer Charge .......................................... 42
    Change in Premium Allocation Charge ...................... 42
    Cash Withdrawal Charge ................................... 42
    Taxes .................................................... 42
    Portfolio Expenses ....................................... 42
Death Benefit ................................................ 43
    Death Benefit Proceeds ................................... 43
    Death Benefit ............................................ 43
    Effects of Cash Withdrawals on the Death Benefit ......... 45
    Choosing Death Benefit Options ........................... 45
    Changing the Death Benefit Option ........................ 45
    Decreasing the Specified Amount .......................... 45
    No Increases in the Specified Amount ..................... 46
    Payment Options .......................................... 46
Surrenders and Cash Withdrawals .............................. 46
    Surrenders ............................................... 46
    Cash Withdrawals ......................................... 47
Loans ........................................................ 48
    General .................................................. 48
    Interest Rate Charged .................................... 49
    Loan Reserve Interest Rate Credited ...................... 49
    Effect of Policy Loans ................................... 49
Policy Lapse and Reinstatement ............................... 50
    Lapse .................................................... 50
    No Lapse Period .......................................... 50
    Reinstatement ............................................ 51
Federal Income Tax Considerations ............................ 51
    Tax Status of the Policy ................................. 51
    Tax Treatment of Policy Benefits ......................... 52
    Special Rules for 403(b) Arrangements .................... 54
Other Policy Information ..................................... 55
    Our Right to Contest the Policy .......................... 55
    Suicide Exclusion ........................................ 55
    Misstatement of Age or Gender ............................ 55
    Modifying the Policy ..................................... 55
    Benefits at Maturity ..................................... 56
    Payments We Make ......................................... 56
    Settlement Options ....................................... 57
    Reports to Owners ........................................ 58
    Records .................................................. 58
    Policy Termination ....................................... 58
Supplemental Benefits (Riders) ............................... 59
    Children's Insurance Rider ............................... 59
    Accidental Death Benefit Rider ........................... 59
    Other Insured Rider ...................................... 59
    Disability Waiver Rider .................................. 60
    Disability Waiver and Income Rider ....................... 60
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                 <C>
    Primary Insured Rider ("PIR") and Primary Insured
       Rider Plus ("PIR Plus") ....................................................   60
    Terminal Illness Accelerated Death Benefit Rider ..............................   61
IMSA ..............................................................................   62
Performance Data ..................................................................   62
    Rates of Return ...............................................................   62
    Hypothetical Illustrations Based on Subaccount Performance ....................   64
    Other Performance Data in Advertising Sales Literature ........................   74
    Western Reserve's Published Ratings ...........................................   74
Additional Information ............................................................   75
    Sale of the Policies ..........................................................   75
    Legal Matters .................................................................   75
    Legal Proceedings .............................................................   75
    Variations in Policy Provisions ...............................................   75
    Experts .......................................................................   76
    Financial Statements ..........................................................   76
    Additional Information about Western Reserve ..................................   76
    Western Reserve's Directors and Officers ......................................   77
    Additional Information about the Separate Account .............................   79
Appendix A -- Illustrations .......................................................   80
Appendix B -- Wealth Indices of Investments in the U.S. Capital Market ............   84
Appendix C -- Surrender Charge Base Premiums (per thousand of Specified Amount) ...   86
Index to Financial Statements .....................................................   88
    WRL Series Life Account .......................................................   89
    Western Reserve Life Assurance Co. of Ohio ....................................  116
</TABLE>


                                      iii
<PAGE>
GLOSSARY
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<S>                <C>
 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 insured, plus the number of completed years since the
                   Policy date.
                   --------------------------------------------------------------------------------
                   The person or persons you select to receive the death benefit from this Policy.
 beneficiary(ies)  You can name the primary beneficiary and 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 fixed account to secure the Policy loan.
                   --------------------------------------------------------------------------------
 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 deductions. 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. The fixed account may not be available in all states.
                   --------------------------------------------------------------------------------
                   The period during which you may return the Policy and receive a refund as
 free-look period  described in this prospectus. The length of the free-look period varies by
                   state. The free-look period is listed in the Policy.
                   --------------------------------------------------------------------------------
 funds             Investment companies which are registered with the U.S. Securities and
                   Exchange Commission. The Policy allows you to invest in the portfolios of
                   the funds through our subaccounts. We reserve the right to add other
                   registered investment companies to the Policy in the future.
                   --------------------------------------------------------------------------------
                   While coverage under the Policy is active and the insured's life remains
 in force          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           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.
                   --------------------------------------------------------------------------------
                   When life insurance coverage ends because you do not have enough cash
 lapse             value in the Policy to pay the monthly deduction, the surrender charge and
                   any outstanding loan amount, and you have not made a sufficient payment by
                   the end of a grace period.
                   --------------------------------------------------------------------------------
 loan amount       The total amount of all outstanding Policy loans, including both principal and
                   interest due.
                   --------------------------------------------------------------------------------
                   A part of the fixed account to which amounts are transferred as collateral for
 loan reserve      Policy loans.
                   --------------------------------------------------------------------------------
</TABLE>

                                       1
<PAGE>



<TABLE>
<S>                 <C>
 maturity date      The Policy anniversary nearest the insured's 95th birthday if the insured is
                    living and the Policy is still in force. It is the date when life insurance
                    coverage under this Policy ends. The maturity date may be extended. You
                    may continue coverage, at your option, under the Policy's maturity date
                    benefit provision.
                    ---------------------------------------------------------------------------------
                    The amount shown on your Policy schedule page that we use during the no
 minimum            lapse period to determine whether a grace period will begin. We will adjust
 monthly            the minimum monthly guarantee premium if you change death benefit
 guarantee          options, decrease the specified amount, or increase or add a rider. We make
 premium            this determination whenever your net surrender value is not enough to meet
                    monthly deductions.
                    ---------------------------------------------------------------------------------
 Monthiversary      This is the day of each month when we determine Policy charges and deduct
                    them from cash value. It is the same date each month as the Policy date. If
                    there is no valuation date that coincides with the Policy date in a calendar
                    month, the Monthiversary is the next valuation date.
                    ---------------------------------------------------------------------------------
monthly             The monthly Policy charge, plus the monthly cost of insurance, plus the
deduction           monthly charge for any riders added to your Policy, plus, if any, the pro rata
                    decrease charge incurred as a result of a decrease in your specified amount.
                    ---------------------------------------------------------------------------------
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      The last valuation date of your third Policy year. It is the date prior to which
                    your Policy will not lapse if certain conditions are met, even if the net
                    surrender value is not sufficient to pay the monthly deductions.
                    ---------------------------------------------------------------------------------
office              Our administrative office and mailing address is P.O. Box 5068, Clearwater,
                    Florida 33758-5068. Our street address is 570 Carillon Parkway, St.
                    Petersburg, Florida 33716. Our phone number is 1-800-851-9777.
                    ---------------------------------------------------------------------------------
planned periodic    A premium payment you make in a level amount at a fixed interval over a
premium             specified period of time.
                    ---------------------------------------------------------------------------------
Policy date         The date when our underwriting process is complete, full life insurance
                    coverage goes into effect, we begin to make the monthly deductions, and your
                    initial premium is 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 a fund.
                    ---------------------------------------------------------------------------------
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>

                                       2
<PAGE>

<TABLE>
<S>                 <C>
separate account    The WRL Series Life Account. It is a separate investment account that is
                    divided into subaccounts. We established the separate account to receive and
                    invest premiums under the Policy and other variable life insurance policies
                    we issue.
                    --------------------------------------------------------------------------------
specified amount    The minimum death benefit we will pay under the Policy provided the Policy
                    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 (level) death benefit.
                    --------------------------------------------------------------------------------
subaccount          A subdivision of the separate account that invests exclusively in shares of one
                    investment portfolio of a fund.
                    --------------------------------------------------------------------------------
surrender charge    If during the first 15 Policy years you fully surrender the 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. Western Reserve
                    is open for business whenever the New York Stock Exchange is open.
                    --------------------------------------------------------------------------------
valuation period    The period of time over which we determine the change in the value of the
                    subaccounts. Each valuation period begins at the close of normal trading on
                    the New York Stock Exchange (currently 4:00 p.m. Eastern time on each
                    valuation date) and ends at the close of normal trading of the New York
                    Stock Exchange on the next valuation date.
                    --------------------------------------------------------------------------------

we, us, our
(Western            Western Reserve Life Assurance Co. of Ohio.
Reserve)
                    --------------------------------------------------------------------------------
written notice      The written notice you must sign and send us to request or exercise your
                    rights as owner under the Policy. To be complete, it must: (1) be in a form
                    we accept, (2) contain the information and documentation that we determine
                    we need to take the action you request, and (3) be received at our office.
                    --------------------------------------------------------------------------------
you, your
(owner or           The person entitled to exercise all rights as owner under the Policy.
policyowner)
                    --------------------------------------------------------------------------------
</TABLE>


                                       3
<PAGE>
POLICY SUMMARY                             WRL FREEDOM ELITE(SM)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     This summary provides only a brief overview of the more important features
of the Policy. More detailed information about the Policy appears later in this
prospectus. PLEASE READ THE REMAINDER OF THIS PROSPECTUS CAREFULLY.


THE POLICY IN GENERAL

     The WRL Freedom Elite(SM) 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 p. 9.) You should consider the Policy
in conjunction with other insurance you own. THE POLICY IS NOT SUITABLE AS A
SHORT-TERM SAVINGS VEHICLE.

     The minimum specified amount for this Policy when issued is $250,000 for
issue ages 0-60, and $100,000 for issue ages 61-80.

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


PREMIUMS


       o  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.
       o  Unplanned premiums may be made, within limits.

       o  Premium payments must be at least $84 if paid monthly and $1,000 if
          paid annually.
       o  You increase your risk of lapse if you do not regularly pay premiums
          at least as large as the currrent minimum monthly guarantee premium.
       o  Until the no laspse date shown on your Policy schedule page, we
          guarantee that your Policy will not lapse, so long as you have paid
          total premiums (MINUS any withdrawals, MINUS any outstanding loans,
          and MINUS any pro rata decrease charge) that equal or exceed the sum
          of the minimum monthly guarantee premiums in effect for each month
          since the Policy date up to and including the current month. If you
          take a withdrawal, a loan, or if you decrease your specified amount,
          you may need to pay additional premiums in order to keep the no lapse
          guarantee in place.
       o  The minimum monthly guarantee premium on the Policy date is shown on
          your Policy schedule page. We will adjust the minimum monthly
          guarantee premium if you change death benefit options, decrease the
          specified amount, or increase or add a rider.
       o  Under certain circumstances, extra premiums may be required to
          prevent lapse.
       o  Once we deliver your Policy, the FREE-LOOK PERIOD begins. You may
          return the Policy during this period and receive a refund.

                                       4
<PAGE>

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


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

INVESTMENT OPTIONS


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


The portfolios available to you are:





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



VARIABLE INSURANCE PRODUCTS FUND (VIP)
[ ] Fidelity VIP Equity-Income Portfolio -- Service Class 2


VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
[ ] Fidelity VIP II Contrafund(R) Portfolio -- Service Class 2


VARIABLE INSURANCE PRODUCTS FUND III (VIP III)

[ ] Fidelity VIP III Growth Opportunities Portfolio -- Service Class 2

     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 3.0%. The fixed account may not be available
in all states.


CASH VALUE


o         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 fixed account to secure the Policy
          loan.

                                       5
<PAGE>
o         Cash value varies from day to day, depending on the investment
          experience of the subaccounts you choose, the interest credited to
          the fixed account, the charges deducted and any other Policy
          transactions (such as additional premium payments, transfers,
          withdrawals, and Policy loans).
o         Cash value is the starting point for calculating important values
          under the Policy, such as net surrender value and the death benefit.
o         There is no guaranteed minimum cash value. The Policy may lapse if
          you do not have sufficient cash value in the Policy to pay the
          monthly deductions, the surrender charge and/or any outstanding loan
          amount (including interest you owe on any Policy loan(s)).

o         The Policy will not lapse during the first three Policy years (that
          is, during the no lapse period) so long as you have paid sufficient
          premiums.


TRANSFERS

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

o         You may make transfers in writing, by telephone or by fax.

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

o         Dollar cost averaging and asset rebalancing programs are available.

o         You may make one transfer per Policy year from the fixed account, and
          we must receive your request to transfer from the fixed account
          within 30 days after a Policy anniversary unless you select dollar
          cost averaging from the fixed account. The amount of your transfer is
          limited to the greater of:
          ->  25% of your value in the fixed account; OR
          ->  the amount you transferred from the fixed account in the preceding
          Policy year.


CHARGES AND DEDUCTIONS


o         MONTHLY POLICY CHARGE: We deduct $5.00 from your cash value each
          month.
o         COST OF INSURANCE CHARGES: Deducted monthly from your cash value.
          Your charges vary each month with the insured's attained age, gender,
          the specified amount, the death benefit option you choose, and the
          investment results of the portfolios in which you invest.
o         MORTALITY AND EXPENSE RISK CHARGE: Deducted daily from each
          subaccount at an annual rate of 0.90% of your average daily net
          assets of each subaccount. We guarantee to reduce this amount to
          0.60% after the first 15 Policy years. We intend to reduce this
          amount to 0.30% in the 16th Policy year but we do not guarantee that
          we will do so.
o         SURRENDER CHARGE: Deducted when a full surrender occurs during the
          first 15 Policy years. One portion is a deferred issue charge equal
          to $5.00 per thousand of initial specified amount. The other is
          calculated by multiplying total premiums paid (up to the surrender
          charge base premium) by 26.5%, and any premium paid above the
          surrender charge base premium by smaller percentages that vary by
          issue age and gender. See Charges and Deductions -- Surrender Charge
          p. 38. THIS CHARGE MAY BE SIGNIFICANT. We reduce the total surrender
          charge at the rate of 20% per year, beginning in Policy

                                       6
<PAGE>
          year 11, until it reaches zero at the end of the 15th Policy year. You
          may have no net surrender value if you surrender your Policy in the
          first few Policy years.

o         PRO RATA DECREASE CHARGE: 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.
o         TRANSFER FEE: We deduct $10 for each transfer in excess of 12 per
          Policy year.
o         RIDER CHARGES: We deduct charges each month for the optional
          insurance benefits (riders) you select. Each rider will have its own
          charge.
o         CASH WITHDRAWAL FEE: We deduct a processing fee for cash withdrawals
          equal to the lesser of $25 or 2% of the withdrawal.
o         PORTFOLIO EXPENSES: The portfolios deduct management fees and
          expenses from the amounts you have invested in the portfolios. Some
          portfolios also deduct 12b-1 fees from portfolio assets. These fees
          and expenses currently range from 0.44% to 1.20% annually, depending
          on the portfolio. See Portfolio Annual Expense Table. See also the
          fund prospectuses.


LOANS

o         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 charge and any already outstanding loan amount.
o         The minimum loan amount is generally $500.
o         You may request a loan by calling us or by writing or faxing us
          written instructions.

o         We currently charge 5.2% interest annually (approximately equal to an
          annual effective rate of 5.5%). You will be charged the interest in
          advance each year on any outstanding loan amount.

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

o         There are risks involved in taking a Policy loan. See Risk Summary p.
          8.


DEATH BENEFIT

o         You must choose one of two death benefit options. We offer the
          following:
          o  Option A is the greater of:
             -> the current specified amount, or
             ->  a specified percentage, multiplied by the Policy's cash value
                 on the date of the insured's death.
          o  Option B is the greater of:
             -> the current specified amount, plus the Policy's cash value on
                the date of the insured's death, or
             -> a specified percentage, multiplied by the Policy's cash value
                on the date of the insured's death.

                                       7
<PAGE>

o         So long as the Policy does not lapse, the minimum death benefit we
          pay under any option will be the current specified amount.
o         The minimum specified amount for a Policy for issue ages 0-60 is
          $250,000. It declines to $100,000 for issue ages 61-80. We will state
          the minimum specified amount in your Policy. You cannot decrease the
          specified amount below this minimum.
o         We will reduce the death benefit proceeds by the amount of any
          outstanding Policy loan, and any due and unpaid charges.
o         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.

o         After the third Policy year, you may change the death benefit option
          or decrease the specified amount (but not both) once each Policy
          year. A change in your death benefit option or a decrease in
          specified amount cannot reduce your specified amount below the
          minimum specified amount as shown in your Policy.
o         Under current tax law, the death benefit should be income tax free to
          the beneficiary.

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

CASH WITHDRAWALS AND SURRENDERS


o         You may take one withdrawal of cash value per Policy year after the
          first Policy year.
o         The amount of the withdrawal must be:
          -> at least $500; and
          ->  no more than 10% of the net surrender value. After the tenth
              Policy year, we currently intend to limit the withdrawal amount to
              no more than 25% of the net surrender value.

o         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.
o         There is no surrender charge assessed when you take a cash
          withdrawal.
o         A cash withdrawal will reduce the death benefit by at least the
          amount of the withdrawal. We will not impose a pro rata decrease
          charge when the specified amount is decreased as a result of taking a
          cash withdrawal.
o         If you choose death benefit Option A, we will reduce the current
          specified amount by the dollar amount of the withdrawal. We will not
          impose a pro rata decrease charge when the specified amount is
          decreased as a result of taking a cash withdrawal.
o         Federal income taxes and a penalty tax may apply to cash withdrawals
          and surrenders.

o         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.

                                       8
<PAGE>

INQUIRIES

     If you need more information, please contact us at:
             Western Reserve Life
             P.O. Box 5068
             Clearwater, Florida 33758-5068
             1-800-851-9777
             www.westernreserve.com


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

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


<TABLE>
<S>                   <C>
 INVESTMENT           If you invest your cash value in one or more
 RISK                 subaccounts, you will be subject
                      to the risk that investment performance could
                      be unfavorable and that the cash
                      value of your Policy would decrease. You could
                      lose everything you invest,
                      and your Policy could lapse. If you select the
                      fixed account, your cash value in
                      the fixed account is credited with a declared
                      rate of interest, but you assume a
                      risk that the rate may decrease, although it
                      will never be lower than a
                      guaranteed minimum annual effective rate of
                      3.0%.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 RISK OF LAPSE        If your Policy fails to meet certain conditions, we will
                      notify you that the Policy has entered a 61-day grace
                      period and will lapse unless you make a sufficient payment
                      during the grace period.

                      Your Policy contains a three-year no lapse period. Your
                      Policy will not lapse during the first three Policy years
                      as long as you pay sufficient minimum monthly guarantee
                      premiums. If you do not pay these 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 cash 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
                      outstanding loans and any pro rata decrease charge from
                      your premiums paid when we determine whether your minimum
                      monthly guarantee premiums are high enough to keep the no
                      lapse period in effect.

                      If you change death benefit options, decrease the
                      specified amount, or add or increase a rider, we will
                      increase the amount of your minimum monthly guarantee
                      premium.

                      You will lessen the risk of Policy lapse if you keep the
                      no lapse period in effect during the first 3 Policy years.
                      Before you take a cash withdrawal, loan, decrease the
                      specified amount or increase or add a rider, you should
                      consider carefully the effect it will have on the no lapse
                      guarantee.

                      After the no lapse period, your Policy may lapse if loans,
                      withdrawals, the monthly deduction of insurance charges,
                      and insufficient investment returns reduce the net
                      surrender value to zero. The Policy will enter a grace
                      period if on any Monthiversary the net surrender value
                      (that is, the cash value, minus the surrender charge,
                      minus any outstanding loans, plus any interest you paid
</TABLE>

                                       9
<PAGE>


<TABLE>
<S>                    <C>
                      in advance on the loan between the date of surrender and
                      the next Policy anniversary) is not enough to pay the
                      monthly deduction due.

                      A Policy lapse will have adverse tax consequences. See
                      Federal Income Tax Considerations p. 51 and Policy Lapse
                      and Reinstatement p. 50.

                      You may reinstate this Policy within five years after it
                      has lapsed (and prior to the maturity date), if the
                      insured meets the insurability requirements and you pay
                      the amount we require.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 TAX RISKS            We expect that the Policy will generally be deemed a life
 (INCOME TAX          insurance contract under federal tax law, so that the
 AND MEC)             death benefit paid to the beneficiary will not be subject
                      to federal income tax. However, due to lack of guidance,
                      there is less certainty in this regard with respect to
                      Policies issued on a substandard basis. 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
                      cash withdrawals, surrenders and loans taken before you
                      reach age 591/2. If a Policy is not treated as a MEC,
                      partial surrenders and withdrawals will not be subject to
                      tax to the extent of your investment in the Policy.
                      Amounts in excess of your investment in the Policy, while
                      subject to tax as ordinary income, will not be subject to
                      a 10% penalty tax. You should consult a qualified tax
                      advisor for assistance in all tax matters involving your
                      Policy.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 LIMITS ON CASH       The Policy permits you to take only one cash withdrawal
 WITHDRAWALS          per Policy year, after the first Policy year has been
                      completed. The amount you may withdraw is limited to 10%
                      of the net surrender value. We currently intend to limit
                      the amount you can withdraw to 25% of the net surrender
                      value after the 10th Policy year.

                      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 by
                      the amount of the withdrawal. If death benefit Option B is
                      in effect when you make a withdrawal, the death benefit
                      will be reduced by the amount the cash value was reduced.
                      In some circumstances, a cash 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 cash
                      withdrawals and surrenders.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

                                       10
<PAGE>


<TABLE>
<S>                    <C>
LOAN RISKS            A Policy loan, whether or not repaid, will affect cash
                      value over time because we subtract the amount of the loan
                      from the subaccounts and the fixed account and place that
                      amount in the loan reserve 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.

                      We also charge interest on Policy loans at a rate of 5.2%
                      (approximately equal to an annual effective rate of 5.5%)
                      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 that if the
                      loan, insurance charges and unfavorable investment
                      experience reduce your net surrender value, and the no
                      lapse period is no longer in effect, then the Policy will
                      lapse. Adverse tax consequences would result.

                      If a loan from a Policy is outstanding when the Policy is
                      canceled or lapses, then the amount of the outstanding
                      indebtedness will be taxed as if it were a distribution
                      from the Policy. See Federal Income Tax Considerations p.
                      51.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 EFFECTS OF THE       The surrender charge under this Policy is significant,
 SURRENDER            especially in the early Policy years. It is likely you
 CHARGE               will 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, the
                      surrender charge plays a role in determining whether your
                      Policy will lapse. Each month we will use the cash value
                      (reduced by the surrender charge and reduced by
                      outstanding loans and interest paid in advance not yet
                      earned) to measure whether your Policy will remain or will
                      enter a grace period.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

                                       11
<PAGE>



<TABLE>
<S>                     <C>
 COMPARISON           Like fixed benefit life insurance, the Policy offers a
 WITH OTHER           death benefit and provides a cash value, loan privileges
 INSURANCE            and a value on surrender. However, the Policy differs from
 POLICIES             a fixed benefit policy because it allows you to place your
                      premiums in investment subaccounts. The amount and
                      duration of life insur- ance protection and of the
                      Policy's cash value will vary with the investment
                      performance of the amounts you place in the subaccounts.
                      In addition, the cash value and net surrender value will
                      always vary with the investment results 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 illustrations in this prospectus are based on
                      hypothetical rates of return that are not guaranteed. They
                      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. It is almost certain 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>


                                       12

<PAGE>
PORTFOLIO ANNUAL EXPENSE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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




<TABLE>
<CAPTION>
                                                                                     MANAGEMENT     OTHER
 PORTFOLIO                                                                              FEES      EXPENSES
<S>                                                                                 <C>          <C>
 WRL SERIES FUND, INC.(1)(9)
 WRL VKAM Emerging Growth                                                              0.80%       0.07%
 WRL T. Rowe Price Small Cap(5)                                                        0.75%       0.25%
 WRL Goldman Sachs Small Cap(5)                                                        0.90%       0.10%
 WRL Pilgrim Baxter Mid Cap Growth(5)                                                  0.90%       0.10%
 WRL Alger Aggressive Growth                                                           0.80%       0.09%
 WRL Third Avenue Value                                                                0.80%       0.20%
 WRL Value Line Aggressive Growth(6)                                                   0.80%       0.20%
 WRL GE International Equity(2)                                                        1.00%       0.20%
 WRL Janus Global(3)                                                                   0.80%       0.12%
 WRL Great Companies -- Technology(SM)(6)                                              0.80%       0.20%
 WRL Janus Growth(4)                                                                   0.80%       0.05%
 WRL Goldman Sachs Growth(5)                                                           0.90%       0.10%
 WRL GE U.S. Equity                                                                    0.80%       0.13%
 WRL Great Companies -- America(SM)(6)                                                 0.80%       0.20%
 WRL Salomon All Cap(5)                                                                0.90%       0.10%
 WRL C.A.S.E. Growth                                                                   0.80%       0.20%
 WRL Dreyfus Mid Cap(5)                                                                0.85%       0.15%
 WRL NWQ Value Equity                                                                  0.80%       0.10%
 WRL T. Rowe Price Dividend Growth(5)                                                  0.90%       0.10%
 WRL Dean Asset Allocation                                                             0.80%       0.07%
 WRL LKCM Strategic Total Return                                                       0.80%       0.06%
 WRL J.P. Morgan Real Estate Securities                                                0.80%       0.20%
 WRL Federated Growth & Income                                                         0.75%       0.14%
 WRL AEGON Balanced                                                                    0.80%       0.09%
 WRL AEGON Bond                                                                        0.45%       0.08%
 WRL J.P. Morgan Money Market                                                          0.40%       0.04%
 VARIABLE INSURANCE PRODUCTS FUND
  (VIP)
 Fidelity VIP Equity-Income Portfolio -- Service Class 2(8)                            0.48%       0.10%
 VARIABLE INSURANCE PRODUCTS FUND II
  (VIP II)
 Fidelity VIP II Contrafund(R) Portfolio -- Service Class 2(8)                         0.58%       0.12%
 VARIABLE INSURANCE PRODUCTS FUND III
  (VIP III)
 Fidelity VIP III Growth Opportunities Portfolio -- Service
  Class 2(8)                                                                           0.58%       0.13%



<CAPTION>
                                                                                                     TOTAL PORTFOLIO
                                                                                       RULE 12B-1        ANNUAL
 PORTFOLIO                                                                                FEES          EXPENSES
<S>                                                                                 <C>             <C>
 WRL SERIES FUND, INC.(1)(9)
 WRL VKAM Emerging Growth                                                           N/A                   0.87%
 WRL T. Rowe Price Small Cap(5)                                                     N/A                   1.00%
 WRL Goldman Sachs Small Cap(5)                                                     N/A                   1.00%
 WRL Pilgrim Baxter Mid Cap Growth(5)                                               N/A                   1.00%
 WRL Alger Aggressive Growth                                                        N/A                   0.89%
 WRL Third Avenue Value                                                             N/A                   1.00%
 WRL Value Line Aggressive Growth(6)                                                N/A                   1.00%
 WRL GE International Equity(2)                                                     N/A                   1.20%
 WRL Janus Global(3)                                                                N/A                   0.92%
 WRL Great Companies -- Technology(SM)(6)                                           N/A                   1.00%
 WRL Janus Growth(4)                                                                N/A                   0.85%
 WRL Goldman Sachs Growth(5)                                                        N/A                   1.00%
 WRL GE U.S. Equity                                                                 N/A                   0.93%
 WRL Great Companies -- America(SM)(6)                                              N/A                   1.00%
 WRL Salomon All Cap(5)                                                             N/A                   1.00%
 WRL C.A.S.E. Growth                                                                N/A                   1.00%
 WRL Dreyfus Mid Cap(5)                                                             N/A                   1.00%
 WRL NWQ Value Equity                                                               N/A                   0.90%
 WRL T. Rowe Price Dividend Growth(5)                                               N/A                   1.00%
 WRL Dean Asset Allocation                                                          N/A                   0.87%
 WRL LKCM Strategic Total Return                                                    N/A                   0.86%
 WRL J.P. Morgan Real Estate Securities                                             N/A                   1.00%
 WRL Federated Growth & Income                                                      N/A                   0.89%
 WRL AEGON Balanced                                                                 N/A                   0.89%
 WRL AEGON Bond                                                                     N/A                   0.53%
 WRL J.P. Morgan Money Market                                                       N/A                   0.44%
 VARIABLE INSURANCE PRODUCTS FUND
  (VIP)
 Fidelity VIP Equity-Income Portfolio -- Service Class 2(8)                           0.25%(7)            0.83%
 VARIABLE INSURANCE PRODUCTS FUND II
  (VIP II)
 Fidelity VIP II Contrafund(R) Portfolio -- Service Class 2(8)                        0.25%(7)            0.95%
 VARIABLE INSURANCE PRODUCTS FUND III
  (VIP III)
 Fidelity VIP III Growth Opportunities Portfolio -- Service
  Class 2(8)                                                                          0.25%(7)            0.96%
</TABLE>



(1)  Effective January 1, 1997, the Board of the WRL Series Fund, Inc. ("WRL
     Fund") authorized the WRL Fund to charge each portfolio of the WRL Fund an
     annual Rule 12b-1 fee of up to 0.15% of each portfolio's average daily net
     assets. However, the WRL Fund will not deduct the fee from any portfolio
     before April 30, 2001. You will receive advance written notice if a Rule
     12b-1 fee is to be deducted. See the WRL Fund prospectus for more details.

(2)  Prior to May 1, 2000 this portfolio was known as WRL GE/Scottish Equitable
     International Equity. The fee table reflects estimated 2000 expenses
     because the expense limit for this portfolio will be reduced from 1.50% to
     1.20% effective May 1, 2000.


                                       13
<PAGE>

(3)  WRL Investment Management, Inc. ("WRL Management") currently waives 0.025%
     of its advisory fee on portfolio average daily net assets over $2 billion
     (net fee -- 0.775%). This waiver is voluntary and will be terminated on
     June 25, 2000.
(4)  WRL Management currently waives 0.025% of its advisory fee for the first
     $3 billion of the portfolio's average daily net assets (net fee --
     0.775%); and 0.05% for the portfolio's average daily net assets above $3
     billion (net fee -- 0.75%). This waiver is voluntary and will be
     terminated on June 25, 2000. The fee table reflects estimated 2000
     expenses because of the termination of the fee waiver.
(5)  Because these portfolios did not commence operations until May 3, 1999,
     the percentages set forth as "Other Expenses" and "Total Annual Expenses"
     are annualized.
(6)  Because these portfolios did not commence operations until May 1, 2000,
     the percentages set forth as "Other Expenses" and "Total Annual Expenses"
     reflect estimates of "Other Expenses" for the first year of operations.
(7)  The 12b-1 fee deducted for the Variable Insurance Products Fund (VIP),
     Variable Insurance Products Fund II (VIP II), and Variable Insurance
     Products Fund III (VIP III) (the "Fidelity VIP Funds") covers certain
     shareholder support services provided by companies selling variable
     contracts investing in the Fidelity VIP Funds. The 12b-1 fees assessed
     against the Fidelity VIP Funds shares held for the Policies will be
     remitted to AFSG, the principal underwriter for the Policies.
(8)  Service Class 2 expenses are based on estimated expenses for the year
     2000.
(9)  WRL Management, the investment adviser of the WRL Fund, has undertaken,
     until at least April 30, 2001, to pay expenses on behalf of the portfolios
     of the WRL Fund to the extent normal operating expenses of a portfolio
     exceed a stated percentage of each portfolio's average daily net assets.
     The expense limit, the amount reimbursed by WRL Management during 1999,
     and the expense ratio without the reimbursement are listed below for each
     portfolio:




<TABLE>
<CAPTION>
                                                                           EXPENSE RATIO
                                             EXPENSE     REIMBURSEMENT        WITHOUT
                                              LIMIT          AMOUNT        REIMBURSEMENT
<S>                                        <C>          <C>               <C>
WRL VKAM Emerging Growth                      1.00%         $    N/A                N/A
WRL T. Rowe Price Small Cap                   1.00%           63,542              2.46%
WRL Goldman Sachs Small Cap                   1.00%           60,555              5.57%
WRL Pilgrim Baxter Mid Cap Growth             1.00%           34,986              1.40%
WRL Alger Aggressive Growth                   1.00%           N/A                   N/A
WRL Third Avenue Value                        1.00%           10,734              1.06%
WRL Value Line Aggressive Growth              1.00%           N/A                   N/A
WRL GE International Equity                   1.20%          112,088              1.84%
WRL Janus Global                              1.00%           N/A                   N/A
WRL Great Companies -- Technology(SM)         1.00%           N/A                   N/A
WRL Janus Growth                              1.00%           N/A                   N/A
WRL Goldman Sachs Growth                      1.00%           49,677              2.68%
WRL GE U.S. Equity                            1.00%           N/A                   N/A
WRL Great Companies -- America(SM)            1.00%           N/A                   N/A
WRL Salomon All Cap                           1.00%           53,174              2.87%
WRL C.A.S.E. Growth                           1.00%           N/A                   N/A
WRL Dreyfus Mid Cap                           1.00%           34,541              4.89%
WRL NWQ Value Equity                          1.00%           N/A                   N/A
WRL T. Rowe Price Dividend Growth             1.00%           46,989              2.35%
WRL Dean Asset Allocation                     1.00%           N/A                   N/A
WRL LKCM Strategic Total Return               1.00%           N/A                   N/A
WRL J.P. Morgan Real Estate Securities        1.00%           51,924              2.69%
WRL Federated Growth & Income                 1.00%           N/A                   N/A
WRL AEGON Balanced                            1.00%           N/A                   N/A
WRL AEGON Bond                                0.70%           N/A                   N/A
WRL J.P. Morgan Money Market                  0.70%           N/A                   N/A
</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 funds for the fiscal
year ended December 31, 1999 (except as noted in the footnotes). Expenses of
the funds may be higher or lower in the future. For more information on the
charges described in this table, see the fund prospectuses which accompany this
prospectus.

                                       14
<PAGE>

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

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

WESTERN RESERVE

     Western Reserve Life Assurance Co. of Ohio is the insurance company
issuing the Policy. Western Reserve was incorporated under Ohio law on October
1, 1957. We have established the separate account to support the investment
options under this Policy and under other variable life insurance policies we
issue. Our general account supports the fixed account under the Policy. Western
Reserve intends to sell this Policy in all states (except New York), 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 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 3.0%. We will determine any interest rate credited in excess of the
guaranteed rate at our sole discretion. We have no specific formula for
determining interest rates.

     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 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 3.0% during any guarantee period at our
sole discretion. You bear the risk that interest we credit will not exceed
3.0%.

     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 may not be available in all states.

     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.

                                       15
<PAGE>

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


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


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


     The separate account may include other subaccounts that are not available
under the Policies and are not discussed in this prospectus. We may substitute
another subaccount, portfolio or insurance company separate account under the
Policies if, in our judgment, investment in a subaccount or portfolio would no
longer be possible or becomes inappropriate to the purposes of the Policies, or
if investment in another subaccount or insurance company separate account is in
the best interest of owners. No substitution shall take place without notice to
owners and prior approval of the Securities and Exchange Commission ("SEC") and
insurance company regulators, to the extent required by the Investment Company
Act of 1940, as amended (the "1940 Act") and applicable law.


THE FUNDS

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

     Each portfolio's assets are held separate from the assets of the other
portfolios, and each portfolio has investment objectives and policies that are
different from those of the other portfolios. Thus, each portfolio operates as
a separate investment fund, and the income or losses of one portfolio has no
effect on the investment performance of any other portfolio. Pending any prior
approval by a state insurance regulatory authority, certain subaccounts and
corresponding portfolios may not be available to residents of some states.

     Each portfolio's investment objective(s) and policies are summarized
below. THERE IS NO ASSURANCE THAT ANY OF THE PORTFOLIOS WILL ACHIEVE ITS STATED
OBJECTIVE(S). Certain portfolios may have investment objectives and policies
similar to other portfolios that are managed by the same investment adviser or
sub-adviser. 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


                                       16
<PAGE>

comparable to any other portfolio, even those with the same investment adviser
or manager. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE PORTFOLIOS,
INCLUDING A DESCRIPTION OF RISKS, IN THE FUND PROSPECTUSES. YOU SHOULD READ THE
FUND PROSPECTUSES CAREFULLY.




<TABLE>
<CAPTION>
PORTFOLIO                   SUB-ADVISER OR ADVISER              INVESTMENT OBJECTIVE
- -----------------           -------------------------           ----------------------------------
<S>                 <C>     <C>                         <C>     <C>
WRL VKAM              ->    Van Kampen                    ->    Seeks capital appreciation by
EMERGING                    Asset Management Inc.               investing primarily in common
GROWTH                                                          stocks of small and medium-sized
                                                                companies.

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

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

WRL PILGRIM           ->    Pilgrim Baxter &              ->    Seeks capital appreciation.
BAXTER MID CAP              Associates, Ltd.
GROWTH
WRL ALGER             ->    Fred Alger                    ->    Seeks long-term capital
AGGRESSIVE                  Management, Inc.                    appreciation.
GROWTH
WRL THIRD             ->    EQSF Advisers, Inc.           ->    Seeks long-term capital
AVENUE VALUE                                                    appreciation.

WRL VALUE LINE        ->    Value Line, Inc.              ->    Seeks long-term growth of
AGGRESSIVE                                                      capital.
GROWTH
WRL GE                ->    GE Asset Management           ->    Seeks long-term growth of
INTERNATIONAL               Incorporated*                       capital.
EQUITY
WRL JANUS             ->    Janus Capital                 ->    Seeks long-term growth of capital
GLOBAL                      Corporation                         in a manner consistent with the
                                                                preservation of capital.

WRL GREAT             ->    Great Companies, L.L.C.       ->    Seeks long-term growth of
COMPANIES --                                                    capital.
TECHNOLOGY(SM)
WRL JANUS             ->    Janus Capital                 ->    Seeks growth of capital.
GROWTH                      Corporation

* Effective May 1, 2000, GE Asset Management Incorporated will be the sole sub-adviser.
</TABLE>

                                       17
<PAGE>


<TABLE>
<CAPTION>
PORTFOLIO                  SUB-ADVISER OR ADVISER              INVESTMENT OBJECTIVE
- ----------------           -------------------------           -----------------------------------
<S>                <C>     <C>                         <C>     <C>
WRL GOLDMAN           ->   Goldman Sachs Asset           ->    Seeks long-term growth of
SACHS GROWTH               Management                          capital.

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

WRL GREAT             ->   Great Companies, L.L.C.       ->    Seeks long-term growth of
COMPANIES --                                                   capital.
AMERICA(SM)
WRL SALOMON           ->   Salomon Brothers Asset        ->    Seeks capital appreciation.
ALL CAP                    Management Inc

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

WRL DREYFUS           ->   The Dreyfus                   ->    Seeks total investment returns
MID CAP                    Corporation                         (including capital appreciation
                                                               and income), which consistently
                                                               outperform the S&P 400 Mid
                                                               Cap Index.

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

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

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

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

                                       18
<PAGE>

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

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

WRL AEGON                 ->   AEGON USA                    ->    Seeks preservation of capital,
BALANCED                       Investment                         reduced volatility, and superior
                               Management, Inc.                   long-term risk-adjusted returns.
WRL AEGON                 ->   AEGON USA                    ->    Seeks the highest possible current
BOND                           Investment                         income within the confines of the
                               Management, Inc.                   primary goal of insuring the
                                                                  protection of capital.

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

FIDELITY VIP              ->   Fidelity Management &        ->    Seeks reasonable income by
EQUITY-INCOME                  Research Company                   investing primarily in income-
PORTFOLIO                                                         producing equity securities.
- -- SERVICE CLASS 2
FIDELITY VIP II           ->   Fidelity Management &        ->    Seeks long-term capital apprecia-
CONTRAFUND                     Research Company                   tion by investing primarily in a
PORTFOLIO                                                         broad variety of common stocks,
- -- SERVICE CLASS 2                                                using both growth-oriented and
                                                                  contrarian disciplines.

FIDELITY VIP III          ->   Fidelity Management &        ->    Seeks capital growth by investing
GROWTH                         Research Company                   in a wide range of common
OPPORTUNITIES                                                     domestic and foreign stocks, and
PORTFOLIO                                                         securities convertible into
- -- SERVICE CLASS 2                                                common stocks.
</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 WRL Fund and manages the WRL Fund in accordance with policies
and guidelines established by the WRL 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

                                       19
<PAGE>

advisers under the Investment Advisers Act of 1940, as amended. See the WRL
Fund prospectus for more information regarding WRL Management and the
investment sub-advisers.

     FMR, located at 82 Devonshire Street, Boston, Massachusetts 02109, serves
as investment adviser to the Fidelity VIP Funds and manages the Fidelity VIP
Funds in accordance with policies and guidelines established by the Fidelity
VIP Funds' Board of Trustees. For certain portfolios, FMR has engaged
investment sub-advisers to provide portfolio management services with regards
to foreign investments. FMR and each sub-adviser are registered investment
advisers under the Investment Advisers Act of 1940, as amended. See the
Fidelity VIP Funds prospectuses for more information regarding FMR and the
investment sub-advisers.

     In addition to the separate account, shares of the portfolios 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 portfolios simultaneously. Neither we nor the funds currently foresee any
such disadvantages, either to variable life insurance policyowners or to
variable annuity contract owners. However, each fund's Board of Directors will
monitor events in order to identify any material conflicts between the
interests of such variable life insurance policyowners and variable annuity
contract owners, and will determine what action, if any, it should take. Such
action could include the sale of portfolio shares by one or more of the
separate accounts, which could have adverse consequences. Material conflicts
could result from, for example, (1) changes in state insurance laws, (2)
changes in federal income tax laws, or (3) differences in voting instructions
between those given by variable life insurance policyowners and those given by
variable annuity contract owners.

     If a fund's Board of Directors/Trustees 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 a fund (or 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

                                       20
<PAGE>

you and prior approval of the SEC, to the extent required by the 1940 Act or
other applicable law. We may also decide to purchase for the separate account
securities from other portfolios.

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

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


YOUR RIGHT TO VOTE PORTFOLIO SHARES


     Even though we are the legal owner of the portfolio shares held in the
subaccounts, and have the right to vote on all matters submitted to
shareholders of the portfolios, we will vote our shares only as policyowners
instruct, so long as such action is required by law. See Tax Status of the
Policy p. 51.


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


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

                                       21
<PAGE>
THE POLICY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 submitting applications is:

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



     You select the specified amount for your Policy within the following
limits. Our current minimum specified amount for a Policy for issue ages 0-60
is generally $250,000. It declines to $100,000 for issue ages 61-80. We will
generally only issue a Policy to you if you provide sufficient evidence that
the insured meets our insurability standards. Your application is subject to
our underwriting rules, and we may reject any application for any reason
permitted by law. We will not issue a Policy to you if the insured is over age
80. The insured must be insurable and acceptable to us under our underwriting
rules on the later of:

       o     the date of your application; or
       o     the date the insured completes 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
males and females 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 the insured's rate class. We
currently place insureds into the following rate classes:

       o     ultimate select, non-tobacco use;
       o     select, non-tobacco use;
       o     ultimate standard, tobacco use;
       o     standard, tobacco use; and
       o     juvenile (under age 18).

                                       22
<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 because of the
specified amount you have chosen.


WHEN INSURANCE COVERAGE TAKES EFFECT


     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 required under the Policy as issued 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, the insured 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.



<TABLE>
<S>                            <C>
 THE AMOUNT OF                 o  the specified amount applied for; or
 CONDITIONAL INSURANCE         o  $300,000
 COVERAGE IS THE LESSER OF:
                               reduced by all amounts payable under all life insurance
                               applications that the insured has pending with us.
</TABLE>




<TABLE>
<S>                             <C>
 CONDITIONAL LIFE INSURANCE     o  the date of your application; or
 COVERAGE BEGINS ON THE         o  the date the insured completes all of the medical tests and
 LATER OF:                         examinations that we require; or
                                o  the date of issue, if any, requested in the application.
</TABLE>



<TABLE>
<S>                             <C>
 CONDITIONAL LIFE INSURANCE     o  the date we determine the insured has satisfied our
 COVERAGE TERMINATES               underwriting requirements and the insurance applied for
 AUTOMATICALLY ON THE              takes effect (the Policy date); or
 EARLIEST OF:                   o  60 days from the date the application was completed; or
                                o  the date we determine that any person proposed for
                                   insurance in the application is not insurable according to
                                   our rules, limits and standards for the plan, amount and
                                   rate class shown in the application; or
</TABLE>

                                       23
<PAGE>

<TABLE>
<S>                             <C>
                                o  the date we modify the plan, amount, riders
                                   and/or the premium rate class shown in the
                                   application, or any supplemental agreements;
                                   or
                                o  the date we mail notice of the ending of
                                   coverage and we refund the first premium to
                                   the applicant at the address shown on the
                                   application.
</TABLE>




<TABLE>
<S>                             <C>
 SPECIAL LIMITATIONS OF THE     o  the conditional receipt will be void:
 CONDITIONAL RECEIPT:              ->  if not signed by an authorized agent of Western
                                       Reserve; or
                                   ->  in the event the application contains any fraud or
                                       material misrepresentation; or
                                   ->  if, on the date of the conditional receipt, the
                                       proposed insured is under 15 days of age or over
                                       80 years of age.
                                o  the conditional receipt does not provide
                                   benefits for disability and accidental death
                                   benefits.
                                o  the conditional receipt does not provide
                                   benefits if any proposed insured commits
                                   suicide. In this case, Western Reserve's
                                   liability will be limited to return of the
                                   first premium paid with the application.
</TABLE>



     FULL INSURANCE COVERAGE AND ALLOCATION OF INITIAL PREMIUM. Once we
determine that the insured meets our underwriting requirements and you have
paid the initial premium, full insurance coverage will begin and we will begin
to take the monthly deductions from your premium. This date is the Policy date.
On the Policy date, we will allocate your initial premium minus monthly
deductions to the 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 premiums or transfer cash value to a subaccount, we
will convert the dollar amount of the premium (or transfer) into subaccount
units at the unit value for that subaccount, determined at the end of the day
on which we receive the premium or transaction request at our office. We will
credit amounts to the subaccounts only on a valuation date, that is, on a date
the New York Stock Exchange ("NYSE") is open for trading. See Policy Values p.
29.


OWNERSHIP RIGHTS

     The Policy belongs to the owner named in the application. The owner may
exercise all of the rights and options described in the Policy. 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.
                                       24
<PAGE>

<TABLE>
<S>               <C>
 CHANGING THE     o  Change the owner by providing written notice to us at our
 OWNER               office at any time while the insured is alive and the Policy
                     is in force.
                  o  Change is effective as of the date that the written notice is
                     signed.
                  o  Changing the owner does not automatically change the
                     beneficiary.
                  o  Signature of owner's spouse is required if owner is a
                     resident of: Arizona, California, Idaho, Nevada, New
                     Mexico, Washington or Wisconsin.
                  o  Changing the owner may have tax consequences. You
                     should consult a tax advisor before changing the owner.
                  o  We are not liable for payments we made before we
                     received the written notice at our office.



<CAPTION>

<S>               <C>
 CHOOSING THE     o  The owner designates the beneficiary (the person to receive
 BENEFICIARY         the death benefit when the insured dies) in the application.
                  o  If the owner designates more than one beneficiary, then each
                     beneficiary shares equally in any death benefit proceeds
                     unless the beneficiary designation states otherwise.
                  o  If the beneficiary dies before the insured, then any
                     contingent beneficiary becomes the beneficiary.
                  o  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.

<CAPTION>

<S>               <C>
 CHANGING THE     o  The owner changes the beneficiary by providing us with a
 BENEFICIARY         written notice to us at our office.
                  o  Change is effective as of the date the owner signs the
                     written notice.
                  o  Signature of owner's spouse is required if owner is a
                     resident of: Arizona, California, Idaho, Nevada, New
                     Mexico, Washington or Wisconsin.
                  o  We are not liable for any payments we made before we
                     received the written notice at our office.


<CAPTION>

<S>                <C>
 ASSIGNING THE     o  The owner may assign Policy rights while the insured is
 POLICY               alive.
                   o  Signature of owner's spouse is required if owner is a
                      resident of: Arizona, California, Idaho, Nevada, New
                      Mexico, Washington or Wisconsin.
                   o  The owner retains any ownership rights that are not
                      assigned.
</TABLE>

                                       25
<PAGE>



<TABLE>
<S>               <C>
                   o  Assignee may not change the owner or the beneficiary, and
                      may not elect or change an optional method of payment. Any
                      amount payable to the assignee will be paid in a lump sum.
                   o  Claims under any assignment are subject to proof of
                      interest and the extent of the assignment.
                   o  We are not:
                      ->  bound by any assignment unless we receive a
                          written notice of the assignment;
                      ->  responsible for the validity of any assignment;
                      ->  liable for any payment we made before we
                          received written notice of the assignment; or
                      ->  bound by any assignment which results in adverse
                          tax consequences to the owner, insured(s) or
                          beneficiary(ies).
                   o  Assigning the Policy may have tax consequences. You should
                      consult a tax advisor before assigning the Policy.
</TABLE>



CANCELING A POLICY


     You may cancel a Policy for a refund during the "free-look period" by
returning it to our office, to one of our branch offices or to the agent who
sold you the Policy. The free-look period expires 10 days after you receive the
Policy. In some states you may have more than 10 days. If you decide to cancel
the Policy during the free-look period, we will treat the Policy as if it had
never been issued. We will pay the refund within seven days after we receive
the returned Policy. The amount of the refund will be:

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

       o  your cash value in the subaccounts and the fixed account on the
          date we (or our agent) receive the returned Policy at our office.

     Some states may require us to refund all of the premiums you paid for the
Policy.


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

                                       26
<PAGE>

below), you may make unscheduled premium payments at any time and in any amount
over $84. 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. Please be sure to notify us or your agent/registered
representative of any address changes so that we may be able to keep your
current address on record.

     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 when due (and your no lapse period has expired) then your
Policy will lapse (unless you make the payment we specify during the 61-day
grace period). See Policy Lapse and Reinstatement p. 50.

MINIMUM MONTHLY GUARANTEE PREMIUM

     The full initial premium is the only premium you are required to pay under
the Policy. However, you greatly increase your risk of lapse if you do not
regularly pay premiums at least as large as the current minimum monthly
guarantee premium.

     Until the no lapse date shown on your Policy schedule page, we guarantee
that your Policy will not lapse, so long as you have paid total premiums (MINUS
any withdrawals, MINUS any outstanding loans, and MINUS any pro rata decrease
charge) that equal or exceed the minimum monthly guarantee premium in effect
for each month times the number of months since the Policy date, including the
current month. If you take a withdrawal, a loan, or if you decrease your
specified amount, you may need to pay additional premiums in order to keep the
no lapse guarantee in place.

     The initial minimum monthly guarantee premium is shown on your Policy's
schedule page, and depends on a number of factors, including the age, gender,
and rate class of the insured, and the specified amount requested. The minimum
monthly guarantee premium will change if you change death benefit options or
decrease the specified amount.

     AFTER THE NO LAPSE PERIOD ENDS, PAYING THE CURRENT MINIMUM MONTHLY
GUARANTEE PREMIUM EACH MONTH WILL NOT NECESSARILY KEEP YOUR POLICY IN FORCE.
YOU MAY NEED TO PAY ADDITIONAL PREMIUMS TO KEEP THE POLICY IN FORCE.

LAPSE PERIOD

     Until the no lapse date that is provided in your Policy (that is, during
the first three Policy years), 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:
                                       27
<PAGE>

   o  the total amount of the premiums you paid (minus any cash
      withdrawals, outstanding loans, and any pro rata decrease charge)
      is equal to or exceeds:


      ->  the sum of the minimum monthly guarantee premium in effect for each
          month from the Policy date up to and including the  current month.


PREMIUM LIMITATIONS


     Premium payments must be at least $84 if paid monthly or $1,000 if paid
annually ($1,000 if by wire). We may return premiums less than $84. 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 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 permit you to
make additional premium payments until they are allowed by the maximum premium
limitations. In addition, we reserve the right to refund a premium if the
premium would increase the death benefit by more than the amount of the
premium.


MAKING PREMIUM PAYMENTS

     We will consider any payments you make to be premium payments, unless you
clearly mark them as loan repayments. We will accept premium payments by wire
transfer.

     If you wish to make payments by wire transfer, you should instruct your
bank to wire federal funds as follows:

                                All First Bank of Baltimore
                                ABA #: 052000113
                                For credit to: Western Reserve Life
                                Account #: 89539639
                                Policyowner's Name:
                                Policy Number:
                                Attention: General Accounting

     TAX-FREE EXCHANGES ("1035 Exchanges"). We will accept part or all of your
initial premium money from one or more contracts insuring the same insured that
qualify for tax-free exchanges 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 premium among the subaccounts
and the fixed account. The fixed account may not be available in all states.
You must follow these guidelines:

                                       28
<PAGE>

     o    allocation percentages must be in whole numbers;
     o    if you select dollar cost averaging, you must have at least
          $5,000 in each subaccount from which we will make transfers and you
          must transfer a total of at least $100 monthly; and

     o    if you select asset rebalancing, the cash value of your Policy,
          if an existing Policy, or your minimum initial premium, if a new
          policy, must be at least $5,000.

     Currently you may change the allocation instructions for additional
premium payments without charge at any time by writing us or calling us at
1-800-851-9777. The change will be effective at the end of the valuation date
on which we receive the change. Upon instructions from you, the registered
representative/agent of record for your Policy may also change your allocation
instructions for you. The current minimum amount you can allocate to a
particular subaccount is 1.0% of a premium payment. We reserve the right to
increase that amount in the future. We also reserve the right to charge $25 for
each change in excess of one per Policy year 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 regular business session of the NYSE
(usually at 4:00 p.m. Eastern time). We will credit amounts to the subaccounts
only on a valuation date, that is, on a date the NYSE is open for trading. See
Policy Values below. Your cash value will vary with the investment experience
of the subaccounts in which you invest. YOU BEAR THE INVESTMENT RISK FOR
AMOUNTS YOU ALLOCATE TO THE SUBACCOUNTS.

     You should 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------



<TABLE>
<S>             <C>
 CASH VALUE     o  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 additional premium
                   payments, transfers, withdrawals and Policy loans).
                o  serves as the starting point for calculating values under a
                   Policy.
</TABLE>

                                       29
<PAGE>

<TABLE>
<S>  <C>
                o  equals the sum of all values in each subaccount and the fixed
                   account.
                o  is determined on the Policy date and on each valuation date.
                o  has no guaranteed minimum amount and may be more or less than
                   premiums paid.
                o  includes any amounts held in the fixed account to secure any
                   outstanding Policy loan.
</TABLE>


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 at our office.



<TABLE>
<S>                 <C>
 NET SURRENDER      o  the cash value as of such date; MINUS
 VALUE ON ANY       o  any surrender charge as of such date; MINUS
 VALUATION DATE     o  any outstanding Policy loan(s); PLUS
 EQUALS:            o  any interest you paid in advance on the loan(s) for the
                       period between the date of the surrender and the next
                       Policy anniversary.
</TABLE>
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.


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



     Every time you allocate, transfer or withdraw money to or from a
subaccount, we convert that dollar amount into units. We determine the number
of units we credit to, or subtract from, your Policy by dividing the dollar
amount of the allocation, transfer or cash withdrawal by the unit value for
that subaccount next determined at the end of the valuation period on which the
premium, transfer request or cash withdrawal request is received at our office.


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

                                       30
<PAGE>

unit value of each subaccount was originally established at $10 per unit. The
unit value may increase or decrease from one valuation period to the next.



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



     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 WRL J.P. Morgan Money Market
subaccount.


<TABLE>
<S>                     <C>
 THE FIXED ACCOUNT      o  the sum of premium(s) allocated to the fixed account; PLUS
 VALUE AT THE END OF    o  any amounts transferred from a subaccount to the fixed
 ANY VALUATION             account; PLUS
 PERIOD IS EQUAL TO:
                        o  total interest credited to the fixed account; MINUS
                        o  amounts charged to pay for monthly deductions; MINUS
                        o  amounts withdrawn or surrendered from the fixed account;
                           MINUS
                        o  amounts transferred from the fixed account to a
                           subaccount; MINUS
                        o  amounts withdrawn from the fixed account to pay any pro
                           rata decrease charge incurred due to a decrease in specified
                           amount.
</TABLE>



                                       31

<PAGE>
TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GENERAL



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


[check mark]   You may make an unlimited number of "non-substantive"
               transfers in a Policy year among the subaccounts, although we do
               limit "substantive" transfers, as discussed below.
[check mark]   You may make one transfer from the fixed account in a
               Policy year (unless you choose dollar cost averaging from the
               fixed account).

[check mark]   You may request transfers in writing (in a form we accept),
               by fax or by telephone.
[check mark]   There is no minimum amount that must be transferred.
[check mark]   There is no minimum amount that must remain in a subaccount
               after a transfer.
[check mark]   We deduct a $10 charge from the amount transferred for each
               transfer in excess of 12 transfers in a Policy year.
[check mark]   We consider all transfers made in any one day to be a
               single transfer.
[check mark]   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.
[check mark]   Transfers under dollar cost averaging and asset rebalancing
               are NOT treated as transfers for purposes of the transfer charge.



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


     Your Policy, as applied for and issued, will automatically receive
telephone transfer privileges unless you provide other instructions. The
telephone transfer privileges allow you to give authority to the registered
representative or agent of record for your Policy to make telephone transfers
and to change the allocation of future payments among the subaccounts and the
fixed account on your behalf according to your instructions. To make a
telephone transfer, you may call 1-800-851-9777 or fax your instructions to
727-299-1648.

     Please note the following regarding telephone or fax transfers:

                                       32
<PAGE>
     ->    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.
     ->    We will employ reasonable procedures to confirm that telephone
           instructions are genuine.

     ->    If we do not employ reasonable confirmation procedures, we may be
           liable for losses due to unauthorized or fraudulent instructions.

     ->    Such procedures may include requiring forms of personal
           identification prior to acting upon telephone instructions,
           providing written confirmation of transactions to owners, and/or
           tape recording telephone instructions received from owners.

     ->    We may also require written confirmation of your request.

     ->    If you do not want the ability to make telephone transfers, you
           should notify us in writing.

     ->    Telephone or fax requests must be received at our office before 4:00
           p.m. Eastern time to assure same-day pricing of the transaction.
     ->    WE WILL NOT BE RESPONSIBLE FOR SAME-DAY PROCESSING OF TRANSFERS IF
           FAXED TO A NUMBER OTHER THAN 727-299-1648.

     ->    We will not be responsible for any transmittal problems when you fax
           us your request unless you report it to us within five business days
           and send us proof of your fax transmittal.
     ->    We may discontinue this option at any time.

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


FIXED ACCOUNT TRANSFERS


     You may make one transfer per Policy year from the fixed account unless
you select dollar cost averaging from the fixed account. The fixed account may
not be available for transfers in all states. We reserve the right to require
that you make the transfer request in writing. We must receive the transfer
request no later than 30 days after a Policy anniversary. We will make the
transfer at the end of the valuation date on which we receive the written
request. The maximum amount you may transfer is limited to the greater of:


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

CONVERSION RIGHTS

     If, within 24 months of your Policy date, you transfer all of your
subaccount values to the fixed account, then we will not charge you a transfer
fee, even if applicable. You must make your request in writing.

                                       33
<PAGE>
DOLLAR COST AVERAGING


     Dollar cost averaging is an investment strategy designed to reduce the
average purchase price per unit. The strategy spreads the allocation of your
premium into 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 consider carefully your financial ability
to continue the program over a long enough period of time to purchase units
when their value is low as well as when 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.


<TABLE>
<S>                       <C>
 TO START DOLLAR COST     ->  you must submit a completed form to us at our office
 AVERAGING:                   requesting dollar cost averaging;
                          ->  you must have at least $5,000 in each account from
                              which we will make transfers;
                          ->  your total transfers each month under dollar cost
                              averaging must be at least $100; and
                          ->  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.
</TABLE>



     You may request dollar cost averaging at any time. There is no charge for
dollar cost averaging. Transfers under dollar cost averaging are NOT counted
towards your 12 free transfers each year.


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

     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 you have

                                       34
<PAGE>

selected. 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.

     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. You may modify your allocations quarterly. 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.



<TABLE>
<S>                     <C>
 TO START               ->  you must submit a completed asset rebalancing request
 ASSET REBALANCING:         form to us at our office before the maturity date; and
                        ->  you must have a minimum cash value of $5,000 or make
                            a $5,000 initial premium payment.
</TABLE>


     There is no charge for the asset rebalancing program. Reallocations we
make under the program are NOT counted towards your 12 free transfers each
year.

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


     You may start and stop participation 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

                                       35
<PAGE>

RELATIONSHIP THEY MAY HAVE WITH WESTERN RESERVE FOR THE SALE OF POLICIES.
WESTERN RESERVE THEREFORE TAKES NO RESPONSIBILITY FOR THE INVESTMENT
ALLOCATIONS AND TRANSFERS TRANSACTED ON YOUR BEHALF BY SUCH THIRD PARTIES OR
ANY INVESTMENT ALLOCATION RECOMMENDATIONS MADE BY SUCH PARTIES. Western Reserve
does not currently charge you any additional fees for providing these support
services. Western Reserve reserves the right to discontinue providing
administrative and support services to owners utilizing independent third
parties who provide investment allocation and transfer recommendations.


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


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


<TABLE>
<S>                     <C>
 COSTS AND EXPENSES     o  costs associated with processing and underwriting
 WE INCUR:                 applications;
                        o  expenses of issuing and administering the Policy (includ-
                           ing any Policy riders);
                        o  overhead and other expenses for providing services and
                           benefits, sales commissions and marketing expenses; and
                        o  other costs of doing business, such as collecting premiums,
                           maintaining records, processing claims, effecting transac-
                           tions, and paying federal, state and local premium and
                           other taxes and fees.
</TABLE>


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

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

MONTHLY DEDUCTION


     We take a monthly deduction from the cash value on the Policy date and on
each Monthiversary. We deduct this charge from each subaccount and the fixed
account in accordance with the current premium allocation instructions. If the
value of any account is

                                       36
<PAGE>
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.



<TABLE>
<S>                           <C>
 THE MONTHLY DEDUCTION IS     o  the monthly policy charge; PLUS
 EQUAL TO:                    o  the monthly cost of insurance charge for the Policy; PLUS
                              o  the monthly charge for any benefits provided by riders
                                 attached to the Policy; PLUS
                              o  the pro rata decrease charge (if applicable) incurred as a
                                 result of a decrease in the specified amount.
                                 MONTHLY POLICY CHARGE:
                              o  This charge equals $5.00 each Policy month.
                              o  We will not increase this charge.
                              o  We may waive this charge at issue on additional policies
                                 (not on the original Policy) purchased naming the same
                                 owner and insured.
                              o  This charge compensates us for administrative expenses
                                 such as recordkeeping, processing death benefit claims and
                                 Policy changes, and overhead costs.
                                 COST OF INSURANCE CHARGE:
                                 o  We deduct this charge each month. It varies each
                                    month and is equal to:
                                    ->  the death benefit on the Monthiversary;
                                        DIVIDED BY
                                    ->  1.0024663 (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 3.0%);
                                        MINUS
                                    ->  the cash value on the Monthiversary;
                                        MULTIPLIED BY
                                    ->  the monthly cost of insurance rate for the
                                        Policy.

                              OPTIONAL INSURANCE RIDERS:

                                 o  The monthly deduction will include charge for any
                                    optional insurance benefits you add to your Policy
                                    by rider (see Supplemental Benefits (Riders) p. 59).
</TABLE>

     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

                                       37
<PAGE>

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. 22.

     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.

MORTALITY AND EXPENSE RISK CHARGE


     We deduct a daily charge from your cash value in each subaccount to
compensate us for certain mortality and expense risks we assume. This charge is
equal to:

     o  your Policy's cash value in each subaccount
        MULTIPLIED BY
     o  the daily pro rata portion of the annual mortality and expense
        risk charge rate of 0.90%.

     The annual rate is equal to 0.90% of the average daily net assets of each
subaccount. We guarantee to reduce this charge to 0.60% after the first 15
Policy years. We intend to reduce this charge to 0.30% in the 16th Policy year
but we do not guarantee that we will do so, and we reserve the right to
maintain this charge at the 0.60% level after the 16th Policy year.

     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 surrender your Policy completely 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. There is no surrender charge if you
wait until the 15th Policy anniversary to surrender your Policy. The payment
you receive is called the net surrender value. The formula we use reduces the
surrender charge at older ages in compliance with state laws.

                                       38
<PAGE>
     THE SURRENDER CHARGE MAY BE SIGNIFICANT. YOU SHOULD CALCULATE THIS CHARGE
CAREFULLY BEFORE YOU CONSIDER A SURRENDER. Under some circumstances the level
of surrender charge 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:


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



<TABLE>
<S>                          <C>
 THE SURRENDER CHARGE IS     o  the ISSUE CHARGE; plus the SALES CHARGE; multiplied by
 EQUAL TO:                   o  the SURRENDER CHARGE FACTOR.
</TABLE>


     The ISSUE CHARGE is $5.00 MULTIPLIED BY each $1,000 of the initial
specified amount stated in your Policy. This charge helps us recover the
underwriting, processing and start-up expenses that we incur in connection with
the Policy and the separate account.

     The SALES CHARGE equals:

     o  26.5% MULTIPLIED BY the total premiums paid up to the surrender
        charge base premium shown in your Policy; PLUS
     o  a percentage, which varies depending on the insured's issue age
        and gender (see table below), MULTIPLIED BY the total premiums paid
        in excess of the surrender charge base premium.


<TABLE>
<CAPTION>
           ISSUE AGE RANGE                    UNISEX*
- ------------------------------------- ------------------------
      MALE      FEMALE    PERCENTAGE   ISSUE AGE   PERCENTAGE
<S>           <C>        <C>          <C>         <C>
       0-55       0-62         8.4%       0-55         8.95%
      56-63      63-69         4.4%      56-63         6.84%
      64-68      70-74         3.6%      64-68         3.52%
      69-73      75-79         3.1%      69-73         2.31%
      74-78         80+        2.5%      74-78         1.79%
        79+                    2.0%         79+        1.20%
</TABLE>


* The reference to "unisex" is included for purposes of states which prohibit
  the use of actuarial tables that distinguish between males and females to
  determine premiums and policy benefits for policies issued on the lives of
  their residents.


     See Appendix C for a chart that shows the relationship between the
specified amount and the surrender charge base premium, depending upon the
insured's age, gender and underwriting class.

     The sales charge helps us recover distribution expenses that we incur in
connection with the Policy, including agent sales commissions and printing and
advertising costs.

     To determine the SURRENDER CHARGE, we apply the SURRENDER CHARGE FACTOR to
the sum of the ISSUE CHARGE plus the SALES CHARGE. The SURRENDER CHARGE FACTOR
varies with the insured's age and the number of years the Policy has been in
force. For male insureds ages 0-65, and for female insureds ages 0-70, the
surrender charge factor is equal to 1.00 during Policy years 1-10. It then
decreases by 0.20 each year until the 15th Policy year when it is zero. For
insureds with older issue ages, the factor is less than 1.00 at the end of the
10th Policy year and decreases to zero at the end of the 15th Policy year.

                                       39
<PAGE>
                           SURRENDER CHARGE FACTORS
                            MALES ISSUE AGES 0 - 65
                            FEMALES ISSUE AGES 0-70


<TABLE>
<CAPTION>
  END OF POLICY YEAR*     FACTOR
- ----------------------   -------
<S>                      <C>
       At Issue           1.00
         1-10             1.00
          11               .80
          12               .60
          13               .40
          14               .20
          15                 0
          16+                0
</TABLE>


     *   The factor on any date other than a Policy anniversary will be
         determined proportionately using the factor at the end of the Policy
         year prior to surrender and the factor at the end of the Policy year
         of surrender.

     Applying the surrender charge factor to the total issue and sales charges
for any surrender during the 11th through the 15th Policy years will result in
a reduced surrender charge. If you surrender your Policy after the 15th Policy
year, there are no issue or sales charges due. 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.


o         SURRENDER CHARGE EXAMPLE 1: Assume a male insured purchases the
          Policy at issue age 35 for $250,000 of specified amount, paying the
          surrender charge Base Premium of $2,518, and an additional premium
          amount of $482 in excess of the surrender charge Base Premium, for a
          total premium of $3,000 per year for four years ($12,000 total for
          four years), and then surrenders the Policy. The surrender charge
          would be calculated as follows:


<TABLE>
<S>       <C>                                           <C> <C>
  (a)     ISSUE CHARGE: [250 x $5.00]
          ($5.00/$1,000 of initial specified amount)    =   $1,250.00

  (b)     SALES CHARGE:

          (i) 26.5% of surrender charge
          base premium paid
          [26.5% x $2,518], and                         =   $  667.27

          (ii) 8.4%  of premiums paid in excess
          of surrender charge
          base premium
          [8.4% x $9,482]                               =   $  796.49

  (c)     APPLICABLE SURRENDER CHARGE FACTOR            =      1.00
          [(a)$1,250.00 + (b)($667.27 + $796.49)]
          x 1.00
          SURRENDER CHARGE = [$1,250.00 + $1,463.76]
          x 1.00                                        =   $2,713.76
                                                            =========
</TABLE>


o         SURRENDER CHARGE EXAMPLE 2: Assume the same facts as in Example 1,
          including continued premium payments of $3,000 per year, EXCEPT the
          owner surrenders the Policy on the 14th Policy anniversary:

                                       40
<PAGE>
<TABLE>
<S>       <C>                                          <C> <C>
  (a)     ISSUE CHARGE: [250 x $5.00]                  =   $1,250.00

  (b)     SALES CHARGE:
          (i) [26.5% x $2,518], and                    =   $  667.27

          (ii) [8.4% x $39,482]                        =   $3,316.49

  (c)     APPLICABLE SURRENDER CHARGE FACTOR           =         .20
          [(a)$1,250.00 + (b)($667.27 + $3,316.49)]
          x.20
          SURRENDER CHARGE = [$1,250.00 + $3,983.76]
          x. 20                                        =   $1,046.75
                                                           =========
</TABLE>

There will be no surrender charge if the owner waits until the 15th Policy
anniversary to surrender the Policy.

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. We will determine
the pro rata decrease charge by:

     o  calculating the surrender charge that would apply if the Policy
        was being surrendered; then MULTIPLY it by
     o  the ratio of the specified amount decrease you requested to the
        initial specified amount of your Policy.



<TABLE>
<S>                        <C>
 THE PRO RATA DECREASE     o  the specified amount decrease that you request; DIVIDED BY
 CHARGE IS EQUAL TO:       o  the full specified amount on the Policy date; THEN
                              MULTIPLY IT BY
                           o  the surrender charge as of the date of the decrease based
                              on the specified amount on the Policy date.
</TABLE>


     We will not deduct the pro rata decrease charge from the cash value when a
specified amount decrease results from:

     o  a change in the death benefit option; or

     o  a cash 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.


     If we deduct a pro rata decrease charge due to a decrease in specified
amount, we will reduce proportionately any future surrender charge incurred
during the first 15 Policy years. This means that when we calculate the
surrender charge, we will reduce the charge by an amount equal to the surrender
charge multiplied by the ratio of any prior decreases in the specified amount
to the full initial specified amount. A decrease in specified amount will
generally decrease the insurance protection of the Policy.

                                       41
<PAGE>

TRANSFER CHARGE



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



CHANGE IN PREMIUM ALLOCATION CHARGE

     We currently do not charge you if you change your premium allocation.
However, in the future we may decide to charge you $25 if you make more than
one change per Policy year quarter. We will notify you if we decide to impose
this charge.

CASH WITHDRAWAL CHARGE




<TABLE>
<S>   <C>
  o  After the first Policy year, you may take one cash withdrawal per Policy year.
  o  When you make a cash withdrawal, we charge a processing fee of $25 or 2% of
     the amount you withdraw, whichever is less.
  o  We deduct this amount from the withdrawal, and we pay you the balance.
  o We will not increase this charge.
</TABLE>

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 management fees and expenses from the amounts you
have invested in the portfolios. Some portfolios also deduct 12b-1 fees from
portfolio assets. These fees and expenses currently range from 0.44% to 1.20%.
See the Portfolio Annual Expense Table p. 13 in this prospectus, and the fund
prospectuses.

     Our affiliate, AFSG, the principal underwriter for the Policies, will
receive the 12b-1 fees and our affiliates, including the principal underwriter
for the Policies, may receive compensation from the investment advisers,
administrators, and/or distributors (and an affiliate thereof) of the
portfolios in connection with administrative or other services and cost savings
experienced by the investment advisers, administrators or distributors. It is
anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Policy and may be significant. Some advisers,
administrators, distributors or portfolios may pay us (and our affiliates) more
than others.

                                       42
<PAGE>

DEATH BENEFIT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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), if living, or to a contingent
beneficiary(ies). 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 p. 46.



<TABLE>
<S>                  <C>
 DEATH BENEFIT       o  the death benefit (described below); MINUS
 PROCEEDS EQUAL:     o  any monthly deduction due during the grace period (if
                        applicable); MINUS
                     o  any outstanding Policy loan amount; PLUS
                     o  any additional insurance in force provided by rider; PLUS
                     o  any interest you paid in advance on the loan(s) for the
                        period between the date of death and the next Policy
                        anniversary.
</TABLE>



     We may further adjust the amount of the death benefit proceeds if we
contest the Policy or if you misstate the insured's age or gender. See Our
Right to Contest the Policy p. 55; and Misstatement of Age or Gender p. 55.


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 two 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.

<TABLE>
<S>                      <C>
 DEATH BENEFIT           o  the current specified amount; OR
 OPTION A EQUALS THE     o  a specified percentage called the "limitation percentage,"
 GREATER OF:                MULTIPLIED BY
                            ->  the cash value on the insured's date of death.
</TABLE>


     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.

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

                                       43
<PAGE>

<TABLE>
<CAPTION>
   ATTAINED AGE                  LIMITATION PERCENTAGE
<S>              <C>
  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
  96 and older                           100%
</TABLE>



     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
are no outstanding loans. Under Option A, a Policy with a $500,000 specified
amount will generally pay $500,000 in death benefits. However, because the
death benefit must be equal to or be greater than 250% of cash value, any time
the cash value of the Policy exceeds $200,000, the death benefit will exceed
the $500,000 specified amount. Each additional dollar added to the cash value
above $200,000 will increase the death benefit by $2.50.

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

<TABLE>
<S>                      <C>
 DEATH BENEFIT           o  the current specified amount; PLUS
 OPTION B EQUALS THE        ->  the cash value on the insured's date of death; OR
 GREATER OF:             o  the limitation percentage, MULTIPLIED BY
                            ->  the cash value on the insured's date of death.
</TABLE>

     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 are no outstanding loans. Under Option B, a Policy with a
specified amount of $500,000 will generally pay a death benefit of $500,000
plus cash value. Thus, a Policy with a cash value of $100,000 will have a death
benefit of $600,000 ($500,000 + $100,000). The death benefit, however, must be
at least 250% of cash value. As a result, if the cash value of the Policy
exceeds $333,333, the death benefit will be greater than the specified amount
plus cash value. Each additional dollar of cash value above $333,333 will
increase the death benefit by $2.50.

     Similarly, any time cash value exceeds $333,333, each dollar taken out of
cash value will reduce the death benefit by $2.50. If at any time, cash value
multiplied by the
                                       44
<PAGE>
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.

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. We will not impose a
decrease charge when the specified amount is decreased as a result of taking a
cash withdrawal. 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
cost of insurance charges you pay.

     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.

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.

     o  You must make your request in writing.

     o  The effective date of the change will be the Monthiversary on or
        following the date when we receive your request for a change at our
        office.

     o  You may not make a change that would decrease the specified
        amount below the minimum specified amount stated in your Policy.
     o  There may be adverse federal tax consequences. You should
        consult a tax advisor before changing your Policy's death benefit
        option.

     If you change your death benefit option from Option B to Option A, we will
make the specified amount after the change equal to the specified amount prior
to the change, plus your Policy's cash value on the effective date of the
change. If you change your death benefit option from Option A to Option B, we
will make the specified amount after the change equal to the specified amount
prior to the change, minus the cash value on the effective date of the change.
We will notify you of the new specified amount.

DECREASING THE SPECIFIED AMOUNT

     After the Policy has been in force for three years, you may decrease the
specified amount once each Policy year if you did not change your death benefit
option that year. A decrease in the specified amount may affect your cost of
insurance charge and may have adverse federal tax consequences. You should
consult a tax advisor before decreasing your Policy's specified amount.

                                       45
<PAGE>

<TABLE>
<S>                           <C>
 CONDITIONS FOR               o  you must make your request in writing;
 DECREASING THE SPECIFIED     o  you may not change your death benefit option in the same
 AMOUNT:                         Policy year that you decrease your specified amount;
                              o  you may not decrease your specified amount lower than
                                 the minimum specified amount stated in your Policy;
                              o  you may not decrease your specified amount if it would
                                 disqualify your Policy as life insurance under the Internal
                                 Revenue Code;
                              o  we may limit the amount of the decrease to no more than
                                 20% of the specified amount;
                              o  a decrease in specified amount will take effect on the
                                 Monthiversary on or after we receive your written request;
                                 and
                              o  we will assess a pro rata decrease charge against the cash
                                 value if you decrease your specified amount within the
                                 first 15 Policy years.
</TABLE>



NO INCREASES IN THE SPECIFIED AMOUNT

     We do not allow increases in the specified amount. If you want additional
insurance, you may purchase a term rider (PIR or PIR Plus) or purchase an
additional policy(ies) naming the same owner and insured. We may waive the
Policy charge at issue on these additional policies.

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. 57 for information concerning these settlement options.


SURRENDERS AND CASH WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SURRENDERS


     You may make a written request to surrender your Policy for its net
surrender value as calculated at the end of the valuation date on which we
receive your request at our office. The insured must be alive, the Policy must
be in force, and it must be before the maturity date when you make your written
request. A surrender is effective as of the date when we receive your written
request. The signature of the owner's spouse will be required if the owner is a
resident of: Arizona, California, Idaho, Nevada, New Mexico, Washington or
Wisconsin. You will incur a surrender charge if you surrender the Policy during
the first 15 Policy years (see Charges and Deductions p. 36). 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 p. 51.

                                       46
<PAGE>
CASH WITHDRAWALS

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


<TABLE>
<S>              <C>
 CASH            o  You must make your cash withdrawal request to us in
 WITHDRAWAL         writing.
 CONDITIONS:     o  Signature of owner's spouse is required if owner is a
                    resident of: Arizona, California, Idaho, Nevada, New
                    Mexico, Washington or Wisconsin.
                 o  We only allow one cash withdrawal per Policy year.
                 o  We may limit the amount you can withdraw to at least
                    $500, and to no more than 10% of the net surrender value.
                    We currently intend to limit the amount you can withdraw
                    to 25% of the net surrender value after the 10th Policy
                    year.
                 o  You may not take a cash withdrawal if it will reduce the
                    specified amount below the minimum specified amount set
                    forth in the Policy.
                 o  You may specify the subaccount(s) and the fixed account
                    from which to make the withdrawal. If you do not specify
                    an account, we will take the withdrawal from each account
                    in accordance with your current premium allocation
                    instructions.
                 o  We generally will pay a cash withdrawal request within
                    seven days following the valuation date we receive the
                    request.
                 o  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.
                 o  You may not take a cash withdrawal that would disqualify
                    your Policy as life insurance under the Internal Revenue
                    Code.
                 o  A cash withdrawal may have tax consequences (see
                    Federal Income Tax Considerations p. 51).
</TABLE>



     A cash withdrawal will reduce the cash value by the amount of the cash
withdrawal, and will 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. We will not impose a pro rata decrease charge when the specified
amount is decreased as a result of taking a 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.

                                       47
<PAGE>
LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 p. 51.




<TABLE>
<S>                     <C>
 POLICY LOANS ARE       o  we may require you to borrow at least $500;
 SUBJECT TO CERTAIN     o  the maximum amount you may borrow is 90% of the cash
 CONDITIONS:               value, less any surrender charge and any outstanding loan
                           amount; and
                        o  signature of owner's spouse is required if owner is a
                           resident of: Arizona, California, Idaho, Nevada, New
                           Mexico, Washington or Wisconsin.
</TABLE>

     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 p. 56.

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


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

     You can repay a loan at any time while the Policy is in force. WE WILL
CONSIDER ANY PAYMENTS YOU MAKE ON THE POLICY 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
                                       48
<PAGE>
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.

INTEREST RATE CHARGED


     We will charge you an annual interest rate on a Policy loan that is equal
to 5.2% and is payable annually in advance (approximately equal 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.

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

EFFECT OF POLICY LOANS


     A Policy loan reduces the death benefit proceeds and net surrender value
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 charged 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 results 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. You should consult a tax advisor before taking out a
Policy loan (see Federal Income Tax Considerations p. 51).

                                       49
<PAGE>
     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.

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


     Your Policy may not necessarily lapse (terminate without value) if you
fail to make a planned periodic payment. However, even if you make all your
planned periodic payments, there is no guarantee that 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 unfavorable investment experience, loans
and cash withdrawals cause a decrease in the net surrender value, or you have
not paid sufficient premiums as discussed below to offset the monthly
deductions.


     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 a no lapse period for the first three Policy years.
As long as you keep the no lapse period 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 no lapse period will not extend beyond the
first three Policy years as stated in your Policy. Each month we determine
whether the no lapse period is still in effect.



<TABLE>
<S>                           <C>
 EARLY TERMINATION OF THE     o  The no lapse period coverage will end immediately if you
 NO LAPSE PERIOD                 do not pay sufficient premiums.
                              o  You must pay total premiums (minus withdrawals,
                                 outstanding loans, and any pro rata decrease charge) that
                                 equal at least:
                                 ->  the sum of the minimum monthly guarantee
                                     premiums in effect for each month from the
                                     Policy date up to and including the current month.
</TABLE>



     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 decrease the
specified amount, you should consider carefully the effect it will have on the
no lapse period guarantee. See Minimum Monthly Guarantee Premium p. 27.

                                       50
<PAGE>
REINSTATEMENT


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


     o  submit a written application for reinstatement;
     o  provide evidence of insurability satisfactory to us;

     o  make a minimum premium payment sufficient to provide a net
        premium that is large enough to cover:
        ->  three monthly deductions; and
        ->  any surrender charge calculated from the Policy date to the date
            of reinstatement. (Although we do not currently assess this
            charge, we reserve the right to do so in the future.)

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 premiums you pay at reinstatement, MINUS one
monthly deduction and any surrender charge. The reinstatement date for your
Policy will be the Monthiversary on or following the day we approve your
application for reinstatement. We may decline a request for reinstatement.


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

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


TAX STATUS OF THE POLICY


     A Policy must satisfy certain requirements set forth in the Internal
Revenue Code (the "Code") in order to qualify as a life insurance policy for
federal income tax purposes and to receive the tax treatment normally accorded
life insurance policies under federal tax law. Guidance as to how these
requirements are to be applied is limited. Nevertheless, we believe that a
Policy issued on the basis of a standard rate class should generally satisfy
the applicable Code requirements. Because of the absence of pertinent
interpretations of the Code requirements, there is, however, less certainty
about the application of such requirements to a Policy issued on a substandard
basis. 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

                                       51
<PAGE>
account supporting their policies due to their ability to exercise investment
control over those assets. Where this is the case, the policyowners have been
currently taxed on income and gains attributable to the separate account
assets. There is little guidance in this area, and some features of the
Policies, such as 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 a Policy (e.g., by
assignment), the tax consequences depend on whether the Policy is classified as
a "Modified Endowment Contract" ("MEC").

     MODIFIED ENDOWMENT CONTRACTS. Under the Code, certain life insurance
policies are classified as MECs and receive less favorable tax treatment than
other life insurance policies. The rules are too complex to summarize here, but
generally depend on the amount of premiums paid during the first seven Policy
years. Certain changes in the Policy after it is issued could also cause the
Policy to be classified as a MEC. Due to the Policy's flexibility, each
Policy's circumstances will determine whether the Policy is classified as a
MEC. Among other things, a reduction in benefits could in certain circumstances
cause a Policy to become a MEC. If you do not want your Policy to be classified
as a MEC, you should consult a tax advisor to determine the circumstances, if
any, under which your Policy would or would not be classified as a MEC.

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


                                       52
<PAGE>

     Distributions (other than Death Benefits) from Modified Endowment
Contracts. Policies classified as MECs are subject to the following tax rules:

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



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


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

     o   If a Policy becomes a MEC, distributions that occur during the
          Policy year will be taxed as distributions from a MEC. In addition,
          distributions from a Policy within two years before it becomes a MEC
          will be taxed in this manner. This means that a distribution from a
          Policy that is not a MEC at the time when the distribution is made
          could later become taxable as a distribution from a MEC.

     Distributions (other than Death Benefits) 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.

     Loans from or secured by a Policy that is not a MEC are generally not
treated as distributions. Instead, such loans are treated as indebtedness.
However, the tax consequences associated with Policy loans outstanding after
the first 10 Policy years are less clear and a tax advisor should be consulted
about such loans.

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


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


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

                                       53
<PAGE>

     POLICY LOANS. If a loan from a Policy is outstanding when the Policy is
canceled or lapses, then the amount of the outstanding indebtedness will be
taxed as if it were a distribution.


     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.

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


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

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

SPECIAL RULES FOR 403(B) ARRANGEMENTS

     If this Policy is purchased by public school systems and certain
tax-exempt organizations for their employees, then the federal, state and
estate tax consequences could differ from those stated in the prospectus. A
competent tax advisor should be consulted in connection with such purchase.

     Certain restrictions apply. The Policy must be purchased in connection
with a tax-sheltered annuity described in section 403(b) of the Code. Premiums,
distributions, and other transactions in connection with the Policy must be
administered in coordination with the section 403(b) annuity.

     The amount of life insurance that may be purchased on behalf of a
participant in a 403(b) plan is limited. The current cost of insurance for the
net amount at risk is treated under the Code as a "current fringe benefit" and
must be included annually in the plan participant's gross income. This cost
(generally referred to as the "P.S. 58" cost) is reported to the participant
annually.

                                       54
<PAGE>

     If the plan participant dies while covered by the 403(b) plan and the
Policy proceeds are paid to the participant's beneficiary, then the excess of
the death benefit over the cash value will generally not be 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 the Employee
Retirement Income Security Act of 1974 ("ERISA"), which may impose additional
requirements of Policy loans and other Policy provisions. Plan loans must also
satisfy tax requirements in order to be treated as non-taxable. Plan loan
requirements and provisions may differ from the Policy loan provisions stated
in the prospectus. You should consult a qualified advisor regarding ERISA.


OTHER POLICY INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 (or two years from the reinstatement date, if the Policy lapses
and is reinstated), the Policy will terminate and our liability is limited to
an amount equal to the premiums paid, less any outstanding loans, and less any
cash withdrawals. We will pay this amount to the beneficiary in one sum. If the
Policy lapsed, we will measure the suicide period from the reinstatement date.


MISSTATEMENT OF AGE OR GENDER


     If the age or gender of the insured was stated incorrectly in the
application or any supplemental application, then the death benefit will be
adjusted based on what the cost of insurance charge for the most recent monthly
deduction would have purchased based on the 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.
                                       55
<PAGE>
     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. At your request, we will extend the maturity date. Any riders
in force on the scheduled maturity date will terminate on that date and will
not be extended. Interest on any outstanding Policy loans will continue to
accrue during the period for which the maturity date is extended. You must
submit a written request for the extension between 90 and 180 days prior to the
maturity date and elect one of the following:


     1. If you had previously selected death benefit Option B, we will change
        the death benefit to Option A. On each valuation date, we will adjust
        the specified amount to equal the cash value, and the limitation
        percentage will be 100%. We will not permit you to make additional
        premium payments unless it is required to prevent the Policy from
        lapsing. We will waive all future monthly deductions; or

     2. We will automatically extend the maturity date until the next Policy
        anniversary. You must submit a written request, between 90 and 180 days
        before each subsequent Policy anniversary, stating that you wish to
        extend the maturity date for another Policy year. All benefits and
        charges will continue as set forth in your Policy. We will adjust the
        annual cost of insurance rates using the then current cost of insurance
        rates.

     If you choose 2 above, you may change your election to 1 above at any
time. However, if you choose 1 above, then you may not change your election to
2 above.

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

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 at our
office. However, we can postpone such payments if:


     o  the NYSE is closed, other than customary weekend and holiday
        closing, or trading on the NYSE is restricted as determined by the
        SEC; OR
     o  the SEC permits, by an order, the postponement for the
        protection of policyowners; OR
     o  the SEC determines that an emergency exists that would make the
        disposal of securities held in the separate account or the
        determination of their value not reasonably practicable.

                                       56
<PAGE>

     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, death
benefit proceeds, or surrenders from the fixed account for up to six months.

SETTLEMENT OPTIONS

     If you surrender the Policy, you may elect to receive the net surrender
value in either a lump sum or as a series of regular income payments under one
of the three settlement options described below. In either event, life
insurance coverage ends. Also, when the insured dies, the beneficiary may apply
the lump sum death benefit proceeds to one of the same settlement options. If
the regular payment under a settlement option would be less than $20, we will
instead pay the proceeds in one lump sum. We may make other settlement options
available in the future.

     Once we begin making payments under a settlement option, you or the
beneficiary will no longer have any value in the subaccounts or the fixed
account. Instead, the only entitlement will be the amount of the regular
payment for the period selected under the terms of the settlement option
chosen. Depending upon the circumstances, the effective date of a settlement
option is the surrender date or the insured's date of death.

     Under any settlement option, the dollar amount of each payment will depend
on four things:

     o  the amount of the surrender or death benefit proceeds on the
        surrender date or insured's date of death;

     o  the interest rate we credit on those amounts (we guarantee a
        minimum annual interest rate of 3%);

     o  the mortality tables we use; and


     o  the specific payment option(s) you choose.


<TABLE>
<S>                       <C>
 OPTION 1 - EQUAL         o  We will pay the proceeds, plus interest, in equal monthly
 MONTHLY INSTALLMENTS        installments for a fixed period of your choice, but not
 FOR A FIXED PERIOD          longer than 240 months.
                          o  We will stop making payments once we have made all the
                             payments for the period selected.
</TABLE>
                                       57
<PAGE>
<TABLE>
<S>                         <C>
 OPTION 2 - EQUAL           At your or the beneficiary's direction, we will make equal
 MONTHLY INSTALLMENTS       monthly installments:
 FOR LIFE (LIFE INCOME)        o  only for the life of the payee, at the end of which
                                  payments will end; or
                               o  for the longer of the payee's life, or for 10 years if
                                  the payee dies before the end of the first 10 years of
                                  payments; or
                               o  until the total amount of all payments we have made
                                  equals the proceeds that were applied to the
                                  settlement option.
</TABLE>


<TABLE>
<S>                            <C>
 OPTION 3 - EQUAL              o  We will make equal monthly payments during the joint
 MONTHLY INSTALLMENTS FOR         lifetime of two persons, first to a chosen payee, and then
 THE LIFE OF THE PAYEE AND        to a co-payee, if living, upon the death of the payee.
 THEN TO A DESIGNATED          o  Payments to the co-payee, if living, upon the payee's death
 SURVIVOR (JOINT AND              will equal either:
 SURVIVOR)                        ->  the full amount made to the payee before the
                                      payee's death; or
                                  ->  two-thirds of the amount paid to the payee before
                                      the payee's death. All payments will cease upon the
                                      death of the co-payee.
</TABLE>



REPORTS TO OWNERS

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


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

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

RECORDS

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

POLICY TERMINATION

     Your Policy will terminate on the earliest of:

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


                                       58

<PAGE>
SUPPLEMENTAL BENEFITS (RIDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following supplemental benefits (riders) are available and may be
added to a Policy. Monthly charges for these riders 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. These riders may not be available in all states.


CHILDREN'S INSURANCE RIDER


     This rider provides a face amount on the primary insured's children. Our
current minimum face amount for this rider for issue ages 0-18 is $2,000. The
maximum face amount is $10,000. At the age of 25 or upon death of the primary
insured, whichever happens first, this rider may be converted to a new policy
with a maximum face amount of up to five times the face amount of the rider. 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

     Our current minimum face amount for this rider for issue ages 15-59 is
$10,000. The maximum face amount available for this rider is $150,000 (up to
150% of specified amount).


     Subject to certain limitations, we will pay a face amount if the primary
insured's death results solely from accidental bodily injury where:

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

The rider will terminate on the earliest of:

     o  the Policy anniversary nearest the primary insured's 70th
        birthday;
     o  the date the Policy terminates; or

     o  the Monthiversary when the rider terminates at the owner's
        request.


OTHER INSURED RIDER


     This rider insures the spouse or life partner and/or dependent children of
the primary insured. We will pay the rider's face amount when we receive proof
of the other insured's death. On any Monthiversary while the rider is in force,
you may replace it with a new policy on the other insured's life (without
evidence of insurability).

                                       59
<PAGE>

<TABLE>
<S>                <C>
 CONDITIONS TO     o  your request must be in writing;
 REPLACE THE       o  the rider has not reached the anniversary nearest to the
 RIDER:               other insured's 70th birthday;
                   o  the new policy is any permanent insurance plan that we
                      currently offer;
                   o  subject to the minimum face amount required for the new
                      policy, the amount of the insurance under the new policy
                      will equal the face amount in force under the rider as long
                      as it meets the minimum specified amount requirements of
                      the original Policy; and
                   o  we will base your premium on the other insured's rate
                      class under the rider.
</TABLE>



DISABILITY WAIVER RIDER

     Subject to certain conditions, we will waive the Policy's monthly
deductions while you are disabled. This rider may be purchased if your issue
age is 15-55 years of age. We must receive proof that:


     o  you are totally disabled;

     o  the rider was in force when you became disabled;

     o  you became disabled before the anniversary nearest your 60th
        birthday; and

     o  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 INCOME RIDER

     This rider has the same benefits as the Disability Waiver Rider, but adds
a monthly income benefit for up to 120 months. This rider may be purchased if
your issue age is 15-55 years of age. The minimum income amount for this rider
is $10. The maximum income amount is the lesser of 0.2% of your specified
amount or $300 per month.


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.

                                       60
<PAGE>

<TABLE>
<S>              <C>
 FEATURES OF     o  the rider increases the Policy's death benefit by the rider's
 PIR AND PIR        face amount;
 PLUS:           o  the PIR may be purchased from issue ages 0-80;
                 o  the PIR Plus may be purchased from issue ages 18-80;
                 o  the PIR terminates when the insured turns 90, and the PIR
                    Plus terminates when the insured turns 85;
                 o  the minimum purchase amount for the PIR and PIR Plus is
                    $25,000. There is no maximum purchase amount;
                 o  we do not assess any additional surrender charge for PIR
                    and PIR Plus;
                 o  generally PIR and PIR Plus coverage costs less than the
                    insurance coverage under the Policy, but has no cash
                    value;
                 o  you may cancel or reduce your rider coverage without
                    decreasing your Policy's specified amount; and
                 o  you may generally decrease your specified amount without
                    reducing your rider coverage.
</TABLE>



     It may cost you less to reduce your PIR or PIR Plus coverage than to
decrease your Policy's specified amount, because we do not deduct surrender
charge in connection with your PIR or PIR Plus. 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 offering 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:

     o  the death benefit on the date we pay the single-sum benefit;
        MULTIPLIED BY
     o  the election percentage of the death benefit you elect to
        receive; DIVIDED BY

     o  1 + i ("i" equals the current yield on 90-day Treasury bills or
        the Policy loan interest rate, whichever is greater); MINUS

     o  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:


     o  the death benefit available under the Policy at the insured's
        death; PLUS
                                       61
<PAGE>

     o  the benefit available under any PIR or PIR Plus in force.

     o  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.

     We will not pay a benefit under the rider if the insured's 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:

     o  the date the Policy terminates;
     o  the date a settlement option takes effect;
     o  the date we pay a single-sum benefit; or
     o  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"). IMSA is an independent, voluntary organization of life insurance
companies. It promotes high ethical standards in the sales and advertising of
individual life insurance and annuity products. Companies must undergo a
rigorous self and independent assessment of their practices to become a member
of IMSA. The IMSA logo in our sales literature shows our ongoing commitment to
these standards.

PERFORMANCE DATA

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

RATES OF RETURN

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

     We base the rates of return that we show below on each portfolio's actual
investment performance. We deduct investment management fees and direct fund
expenses. The rates are actual average annual total return for the periods
ended on December 31, 1999.

     These rates of return do not reflect any charges that are deducted under
the Policy or from the separate account (such as the annual mortality and
expense risk charge, the monthly deduction, or the surrender charge). IF THESE
CHARGES WERE DEDUCTED, PERFORMANCE

                                       62
<PAGE>

WOULD BE SIGNIFICANTLY LOWER. These rates of return are not estimates,
projections or guarantees of future performance.

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

                          AVERAGE ANNUAL TOTAL RETURN
                   FOR THE PERIODS ENDED ON DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                                                                                                INCEPTION
FUND PORTFOLIO                             INCEPTION      10 YEARS      5 YEARS      3 YEARS       1 YEAR          DATE
- --------------------------------------   -------------   ----------   -----------   ---------   -----------   -------------
<S>                                      <C>             <C>          <C>           <C>         <C>           <C>
WRL VKAM EMERGING GROWTH .............        32.64%        N/A           42.96%      50.69%      105.16%      03/01/1993
WRL T. ROWE PRICE SMALL CAP ..........        38.49%        N/A           N/A          N/A         N/A         05/03/1999
WRL GOLDMAN SACHS SMALL CAP ..........        17.82%        N/A           N/A          N/A         N/A         05/03/1999
WRL PILGRIM BAXTER MID CAP GROWTH.....        78.00%        N/A           N/A          N/A         N/A         05/03/1999
WRL ALGER AGGRESSIVE GROWTH ..........        30.35%        N/A           36.62%      46.16%       69.02%      03/01/1994
WRL THIRD AVENUE VALUE ...............         3.84%        N/A           N/A          N/A         15.72%      01/02/1998
WRL GE INTERNATIONAL EQUITY ..........        14.90%        N/A           N/A          N/A         24.95%      01/02/1997
WRL JANUS GLOBAL .....................        27.91%        N/A           32.94%      38.24%       71.10%      12/03/1992
WRL JANUS GROWTH .....................        23.47%        23.62%        39.89%      45.60%       59.67%      10/02/1986
WRL GOLDMAN SACHS GROWTH .............        17.50%        N/A           N/A          N/A         N/A         05/03/1999
WRL GE U.S. EQUITY ...................        22.76%        N/A           N/A          N/A         18.41%      01/02/1997
WRL SALOMON ALL CAP ..................        15.57%        N/A           N/A          N/A         N/A         05/03/1999
WRL C.A.S.E. GROWTH ..................        18.80%        N/A           N/A         16.41%       33.84%      05/01/1995
WRL DREYFUS MID CAP ..................         7.20%        N/A           N/A          N/A         N/A         05/03/1999
WRL NWQ VALUE EQUITY .................        10.76%        N/A           N/A          8.73%        7.95%      05/01/1996
WRL T. ROWE PRICE DIVIDEND GROWTH.....        (7.40)%       N/A           N/A          N/A         N/A         05/03/1999
WRL DEAN ASSET ALLOCATION ............        10.38%        N/A           N/A          6.02%       (5.64)%     01/03/1995
WRL LKCM STRATEGIC TOTAL RETURN ......        13.82%        N/A           16.50%      14.40%       12.07%      03/01/1993
WRL J.P. MORGAN REAL ESTATE
 SECURITIES ..........................       (11.31)%       N/A           N/A          N/A         (3.77)%     05/01/1998
WRL FEDERATED GROWTH & INCOME ........         8.82%        N/A           11.41%       7.07%       (4.45)%     03/01/1994
WRL AEGON BALANCED ...................         8.53%        N/A           11.34%       8.86%        3.03%      03/01/1994
WRL AEGON BOND .......................         7.03%         7.33%         7.36%       5.02%       (2.94)%     10/02/1986
WRL J.P. MORGAN MONEY MARKET* ........         5.00%         4.67%         5.11%       5.04%        4.63%      10/02/1986
S&P 500 ..............................        18.11%        18.20%        28.54%      27.56%       21.04%      10/02/1986
</TABLE>



*Yield more closely reflects the current earnings than its total return.

     Because WRL Great Companies -- America(SM), WRL Great Companies --
Technology(SM), WRL Value Line Aggressive Growth portfolios, Fidelity VIP
Equity-Income Portfolio -- Service Class 2, Fidelity VIP II Contrafund(R)
Portfolio -- Service Class 2, and Fidelity VIP III Growth Opportunities
Portfolio -- Service Class 2 had not commenced operations as of December 31,
1999, the above chart does not reflect rates of return for these portfolios.

     The annualized yield for the WRL J.P. Morgan Money Market portfolio for
the seven days ended December 31, 1999 was 5.15%.


                                       63
<PAGE>

     Additional information regarding the investment performance of the
portfolios appears in the fund prospectuses, which accompany this prospectus.

HYPOTHETICAL ILLUSTRATIONS BASED ON SUBACCOUNT PERFORMANCE

     This section contains hypothetical illustrations of Policy values based on
the historical experience of the subaccounts. We started selling the Policies
in 1999. The separate account and the WRL Funds commenced operations on October
2, 1986. The rates of return below show the actual investment experience of
each subaccount for the periods shown. The illustrations of cash value and net
surrender value below depict these Policy values as if you had purchased the
Policy on the last valuation date prior to January 1 of the year after the
subaccount began operations and had elected death benefit Option A. The
illustrations are based on the historical investment experience of the
subaccount indicated as of the last valuation date prior to January 1 of the
year after the subaccount began operations. WE ASSUMED THE RATE OF RETURN FOR
EACH SUBACCOUNT IN EACH CALENDAR YEAR TO BE UNIFORMLY EARNED THROUGHOUT THE
YEAR; HOWEVER, THE SUBACCOUNT'S ACTUAL PERFORMANCE DID AND WILL VARY THROUGHOUT
THE YEAR.

     In order to demonstrate how the actual investment experience of the
subaccounts could have affected the Option A death benefit, cash value and net
surrender value of the Policy, we provide hypothetical illustrations for a
hypothetical insured. THESE HYPOTHETICAL ILLUSTRATIONS ARE DESIGNED TO SHOW THE
PERFORMANCE THAT COULD HAVE RESULTED IF THE HYPOTHETICAL INSURED HAD HELD THE
POLICY DURING THE PERIOD ILLUSTRATED. 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 subaccounts. For each subaccount, we base one
illustration on the guaranteed cost of insurance rates and one on the current
cost of insurance rates for a hypothetical male insured age 35. The insured's
age, gender and rate class, amount and timing of premium payments, cash
withdrawals, and loans would affect individual Policy benefits.

     For each subaccount, the illustrations below assume death benefit Option A
was selected based on an annual premium of $5,500 and a specified amount of
$500,000 for a male age 35, non-tobacco use, ultimate select rate class.

                                       64
<PAGE>

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


                               WRL JANUS GROWTH
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates





<TABLE>
<CAPTION>
                                                    Cash Value             Net Surrender Value
                                             -------------------------   ------------------------
Last valuation date prior to January 1*:       Current     Guaranteed      Current     Guaranteed
- ------------------------------------------   ----------   ------------   ----------   -----------
<S>                                          <C>          <C>            <C>          <C>
1988 .....................................    $  5,176      $  5,176      $  1,303     $  1,303
1989 .....................................      11,637        11,541         7,302        7,206
1990 .....................................      23,923        23,647        19,126       18,850
1991 .....................................      28,240        27,826        22,981       22,567
1992 .....................................      52,271        51,425        46,550       45,703
1993 .....................................      57,670        56,658        51,487       50,475
1994 .....................................      64,095        62,885        57,449       56,240
1995 .....................................      62,252        60,986        55,145       53,879
1996 .....................................      97,389        95,378        89,820       87,808
1997 .....................................     119,030       116,552       110,999      108,521
1998 .....................................     143,738       140,771       136,944      133,976
1999 .....................................     241,766       236,825       236,393      231,452
2000 .....................................     389,716       381,821       385,949      378,054
</TABLE>



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


                                       65
<PAGE>

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


                                WRL AEGON BOND
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1988 .....................................    $ 4,346       $ 4,346      $   473      $   473
1989 .....................................      9,644         9,552        5,308        5,217
1990 .....................................     16,287        16,064       11,490       11,267
1991 .....................................     22,036        21,653       16,776       16,394
1992 .....................................     31,431        30,815       25,710       25,093
1993 .....................................     38,094        37,279       31,911       31,096
1994 .....................................     47,904        46,807       41,259       40,161
1995 .....................................     48,227        47,041       41,120       39,934
1996 .....................................     64,163        62,561       56,594       54,991
1997 .....................................     67,880        66,164       59,848       58,133
1998 .....................................     77,932        75,990       71,137       69,196
1999 .....................................     88,869        86,668       83,496       81,294
2000 .....................................     89,273        87,043       85,506       83,276
</TABLE>



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


                                       66
<PAGE>

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


                         WRL J.P. MORGAN MONEY MARKET
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1988 .....................................    $ 4,858       $ 4,858      $   985      $   985
1989 .....................................      9,999         9,908        5,663        5,573
1990 .....................................     15,712        15,500       10,915       10,702
1991 .....................................     21,612        21,238       16,353       15,979
1992 .....................................     27,339        26,793       21,617       21,072
1993 .....................................     32,548        31,830       26,365       25,647
1994 .....................................     37,594        36,691       30,949       30,045
1995 .....................................     43,076        41,962       35,969       34,855
1996 .....................................     49,502        48,192       41,932       40,623
1997 .....................................     55,920        54,426       47,889       46,395
1998 .....................................     62,590        60,947       55,796       54,152
1999 .....................................     69,476        67,663       64,103       62,290
2000 .....................................     76,119        74,119       72,352       70,352
</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 subaccount would have affected benefits for a Policy dated on the last
valuation date prior to January 1, 1993. This example assumes that premiums and
cash values were in the subaccount for the entire period and that the values
were determined on each Policy anniversary thereafter.


                               WRL JANUS GLOBAL
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates





<TABLE>
<CAPTION>
                                                    Cash Value             Net Surrender Value
                                             -------------------------   ------------------------
Last valuation date prior to January 1*:       Current     Guaranteed      Current     Guaranteed
- ------------------------------------------   ----------   ------------   ----------   -----------
<S>                                          <C>          <C>            <C>          <C>
1994 .....................................    $  6,392      $  6,392      $  2,519      $ 2,519
1995 .....................................      10,983        10,896         6,648        6,560
1996 .....................................      19,149        18,918        14,352       14,121
1997 .....................................      30,221        29,768        24,962       24,508
1998 .....................................      41,054        40,358        35,333       34,637
1999 .....................................      58,909        57,835        52,726       51,651
2000 .....................................     107,949       105,914       101,303       99,268
</TABLE>



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

                                       67
<PAGE>

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


                           WRL VKAM EMERGING GROWTH
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value             Net Surrender Value
                                             -------------------------   ------------------------
Last valuation date prior to January 1*:       Current     Guaranteed      Current     Guaranteed
- ------------------------------------------   ----------   ------------   ----------   -----------
<S>                                          <C>          <C>            <C>          <C>
1995 .....................................    $  4,261      $  4,261      $    388     $    388
1996 .....................................      13,170        13,062         8,835        8,727
1997 .....................................      21,065        20,816        16,268       16,019
1998 .....................................      31,022        30,566        25,763       25,306
1999 .....................................      48,644        47,848        42,923       42,127
2000 .....................................     108,745       106,906       102,562      100,723
</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 subaccount would have affected benefits for a Policy
dated on the last valuation date prior to January 1, 1994. This example assumes
that premiums and cash values were in the subaccount for the entire period and
that the values were determined on each Policy anniversary thereafter.


                        WRL LKCM STRATEGIC TOTAL RETURN
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1995 .....................................    $ 4,603       $ 4,603      $   729      $   729
1996 .....................................     11,541        11,443        7,206        7,107
1997 .....................................     18,505        18,273       13,708       13,476
1998 .....................................     28,028        27,590       22,768       22,330
1999 .....................................     35,481        34,848       29,759       29,127
2000 .....................................     44,507        43,639       38,324       37,456
</TABLE>



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

                                       68
<PAGE>

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


                          WRL ALGER AGGRESSIVE GROWTH
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................    $ 6,543       $ 6,543      $ 2,669      $ 2,669
1997 .....................................     12,306        12,214        7,971        7,879
1998 .....................................     20,970        20,732       16,173       15,935
1999 .....................................     37,942        37,417       32,682       32,158
2000 .....................................     71,603        70,531       65,881       64,810
</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 Dean
Asset Allocation subaccount would have affected benefits for a Policy dated on
the last valuation date prior to January 1, 1995. This example assumes that
premiums and cash values were in the subaccount for the entire period and that
the values were determined on each Policy anniversary thereafter.


                           WRL DEAN ASSET ALLOCATION
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................    $ 5,638       $ 5,638      $ 1,765      $ 1,765
1997 .....................................     11,735        11,641        7,400        7,306
1998 .....................................     18,990        18,762       14,193       13,964
1999 .....................................     25,393        24,999       20,134       19,740
2000 .....................................     28,007        27,492       22,285       21,771
</TABLE>



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

                                       69
<PAGE>

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


                         WRL FEDERATED GROWTH & INCOME
                    Male Issue Age 35, $5,500 Annual Premium

      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................    $ 5,898       $ 5,898      $ 2,025      $ 2,025
1997 .....................................     11,729        11,636        7,393        7,301
1998 .....................................     20,325        20,086       15,528       15,289
1999 .....................................     25,499        25,110       20,239       19,851
2000 .....................................     28,465        27,951       22,744       22,230
</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 AEGON
Balanced subaccount would have affected benefits for a Policy dated on the last
valuation date prior to January 1, 1995. This example assumes that premiums and
cash values were in the subaccount for the entire period and that the values
were determined on each Policy anniversary thereafter.


                              WRL AEGON BALANCED
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................    $ 5,624       $ 5,624      $ 1,750      $ 1,750
1997 .....................................     11,326        11,234        6,991        6,899
1998 .....................................     18,600        18,373       13,803       13,575
1999 .....................................     24,645        24,256       19,386       18,997
2000 .....................................     29,854        29,305       24,133       23,584
</TABLE>



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

                                       70
<PAGE>

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


                              WRL C.A.S.E. GROWTH
                    Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1*      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1997 ....................................    $ 5,508       $ 5,508      $ 1,634      $ 1,634
1998 ....................................     11,651        11,556        7,315        7,221
1999 ....................................     16,554        16,346       11,757       11,549
2000 ....................................     28,240        27,797       22,981       22,538
</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 GE
U.S. Equity subaccount would have affected benefits for a Policy dated on the
last valuation date prior to January 1, 1997. This example assumes that
premiums and cash values were in the subaccount for the entire period and that
the values were determined on each Policy anniversary thereafter.

                              WRL GE U.S. EQUITY
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A


              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................    $ 5,987       $ 5,987      $ 2,114      $ 2,114
1999 .....................................     13,058        12,960        8,722        8,625
2000 .....................................     20,847        20,612       16,050       15,814
</TABLE>


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



                                       71
<PAGE>

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


                             WRL NWQ VALUE EQUITY
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................    $ 5,887       $ 5,887      $ 2,014      $ 2,014
1999 .....................................      9,935         9,850        5,600        5,514
2000 .....................................     15,623        15,416       10,825       10,619
</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 GE
International Equity subaccount would have affected benefits for a Policy dated
on the last valuation date prior to January 1, 1997. This example assumes that
premiums and cash values were in the subaccount for the entire period and that
the values were determined on each Policy anniversary thereafter.


                          WRL GE INTERNATIONAL EQUITY
                    Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................    $ 5,005       $ 5,005      $ 1,132      $ 1,132
1999 .....................................     10,859        10,766        6,524        6,431
2000 .....................................     19,297        19,057       14,500       14,259
</TABLE>



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



                                       72
<PAGE>

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


                            WRL THIRD AVENUE VALUE
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1999 .....................................    $ 4,287       $ 4,287      $  414        $  414
2000 .....................................     10,321        10,226       5,986         5,891
</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 J.P.
Morgan Real Estate Securities subaccount would have affected benefits for a
Policy dated on the last valuation date prior to January 1, 1999. This example
assumes that premiums and cash values were in the subaccount for the entire
period and that the values were determined on each Policy anniversary
thereafter.

                    WRL J.P. MORGAN REAL ESTATE SECURITIES
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
2000 .....................................    $4,440        $4,440         $567         $567
</TABLE>



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


     Because the WRL Goldman Sachs Growth, WRL Goldman Sachs Small Cap, WRL T.
Rowe Price Dividend Growth, WRL T. Rowe Price Small Cap, WRL Salomon All Cap,
WRL Pilgrim Baxter Mid Cap Growth and WRL Dreyfus Mid Cap subaccounts did not
commence operations until May 3, 1999, and the Fidelity VIP Equity-Income
Portfolio -- Service Class 2, Fidelity VIP II Contrafund(R) Portfolio -- Service
Class 2 and Fidelity VIP III Growth Opportunities Portfolio -- Service Class 2,
WRL Great Companies -- America(SM), WRL Great Companies -- Technology(SM), and
WRL Value Line Aggressive Growth subaccounts did not commence operations until
May 1, 2000, there are no hypothetical illustrations for these subaccounts.

                                       73
<PAGE>
OTHER PERFORMANCE DATA IN ADVERTISING SALES LITERATURE

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


   o  other variable life issuers in general;
   o  variable life insurance policies which invest in mutual funds with
      similar investment objectives and policies, as reported by Lipper
      Analytical Services, Inc. ("Lipper") and Morningstar, Inc.
      ("Morningstar"); and other services, companies, individuals, or
      industry or financial publications (E.G., FORBES, MONEY, THE WALL
      STREET JOURNAL, BUSINESS WEEK, BARRON'S, KIPLINGER'S PERSONAL
      FINANCE, and FORTUNE);
      ->  Lipper and Morningstar rank variable annuity contracts and variable
          life policies. Their performance analysis ranks such
          policies and contracts on the basis of total return,
          and assumes reinvestment of distributions; but it does
          not show sales charges, redemption fees or certain
          expense deductions at the separate account level.
   o  the Standard & Poor's Index of 500 Common Stocks, or other widely
      recognized indices;
      ->  unmanaged indices may assume the reinvestment of dividends, but
          usually do not reflect deductions for the expenses of
          operating or managing an investment portfolio; or
   o  other types of investments, such as:

      ->  certificates of deposit;

      ->  savings accounts and U.S. Treasuries;
      ->  certain interest rate and inflation indices (E.G., the Consumer
          Price Index); or
      ->  indices measuring the performance of a defined group of securities
          recognized by investors as representing a particular
          segment of the securities markets (E.G., Donoghue Money
          Market Institutional Average, Lehman Brothers Corporate
          Bond Index, or Lehman Brothers Government Bond Index).


WESTERN RESERVE'S PUBLISHED RATINGS


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

                                       74
<PAGE>
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:

   o  65% of all premiums you make during the first Policy year, PLUS
   o  2.50% of all premiums you make during Policy years 2 through 10.

We will pay an additional sales commission of up to 0.15% 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 $10,000. In
addition, certain production, persistency and managerial bonuses may be paid.


     AFSG will receive the 12b-1 fees assessed against the Fidelity VIP Funds
shares held for the Policies as compensation for providing certain shareholder
support services. AFSG will also receive an additional fee based on the value
of shares of the Fidelity VIP Funds held for the Policies as compensation for
providing certain recordkeeping services.


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, Senior
Vice President, Assistant Secretary and General Counsel of Western Reserve.


LEGAL PROCEEDINGS

     Like other life insurance companies, we are involved in lawsuits. We are
not aware of any class action lawsuits naming us as a defendant or involving
the separate account. In some lawsuits involving other insurers, substantial
damages have been sought and/or material settlement payments have been made.
Although the outcome of any litigation cannot be predicted with certainty, we
believe that at the present time there are no pending or threatened lawsuits
that are reasonably likely to have a material adverse impact on us, or AFSG, or
the separate account.

VARIATIONS IN POLICY PROVISIONS


     Certain provisions of the Policy may vary from the descriptions in this
prospectus depending on when and where the Policy was issued, in order to
comply with different state laws. These


                                       75
<PAGE>

variations may include restrictions on use of the fixed account and different
interest rates charged and credited on Policy loans. Please refer to your
Policy, since any variations will be included in your Policy or in riders or
endorsements attached to your Policy.

EXPERTS

     The financial statements of WRL Series Life Account as of December 31,
1999 and for the year then ended have been included herein in reliance upon the
report of PricewaterhouseCoopers LLP, independent certified public accountants,
and upon the authority of that firm as experts in accounting and auditing.

     The statutory-basis financial statements and schedules of Western Reserve
at December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999, appearing in this prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon appearing elsewhere herein which is based in part
on the report of PricewaterhouseCoopers LLP, independent certified public
accountants. The financial statements and schedules referred to above are
included in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.

     Actuarial matters included in this prospectus have been examined by Alan
Yaeger as stated in the opinion filed as an exhibit to the registration
statement.


FINANCIAL STATEMENTS


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

     Western Reserve's financial statements as of December 31, 1999 and 1998
and for the end of the three years in the period ended December 31, 1999, 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 indirectly
by AEGON USA, Inc. Western Reserve's office is located at 570 Carillon Parkway,
St. Petersburg, Florida 33716-1202, and the mailing address is P.O. Box 5068,
Clearwater, Florida 33758-5068.

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

                                       76
<PAGE>
WESTERN RESERVE'S DIRECTORS AND OFFICERS

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

                              BOARD OF DIRECTORS


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
 NAME AND ADDRESS                   POSITION WITH WESTERN RESERVE    DURING PAST 5 YEARS
- -------------------------------------------------------------------------------------------------------
<S>                                <C>                               <C>
 John R. Kenney                    Chairman of the Board and         Chairman of the Board, and
 570 Carillon Parkway              Chief Executive Officer           President of WRL Series Fund,
 St. Petersburg, Florida 33716                                       Inc. (1993 - present); Chairman
                                                                     of the Board of IDEX Mutual
                                                                     Funds (1990 - present); Chair-
                                                                     man of the Board of WRL
                                                                     Investment Management, Inc.
                                                                     (1996 - present); and Chairman
                                                                     of the Board of WRL Investment
                                                                     Services, Inc. (1996 - present).
- -------------------------------------------------------------------------------------------------------
 Jerome C. Vahl                    Director and President            Executive Vice President (1998 -
 570 Carillon Parkway                                                1999), Vice President (1995 -
 St. Petersburg, Florida 33716                                       1998), Assistant Vice President
                                                                     (1994 - 1995) of Western
                                                                     Reserve; Vice President and
                                                                     Manager Corporate Projects
                                                                     (1991 - 1996), and Manager Tax
                                                                     and Technical (1986 - 1991) 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,
- -------------------------------------------------------------------------------------------------------
</TABLE>

                                       77
<PAGE>
The following table gives the name, address and principal occupation during the
past five years of the principal officers of Western Reserve (other than
officers listed above as directors).

                              PRINCIPAL OFFICERS


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
 NAME AND ADDRESS          POSITION WITH WESTERN RESERVE      DURING PAST 5 YEARS
- -------------------------------------------------------------------------------------------------------
<S>                     <C>                                   <C>
 Alan M. Yaeger*        Executive Vice President,             Executive Vice President of
                        Actuary and Chief                     WRL Series Fund, Inc. (1993 -
                        Financial Officer                     present); Director of WRL
                                                              Investment Management, Inc.
                                                              (1996 - present); Director of
                                                              WRL Investment Services, Inc.
                                                              (1996 - present).
- -------------------------------------------------------------------------------------------------------
 William H. Geiger*     Senior Vice President, Secretary,     Senior Vice President, Secretary,
                        Corporate Counsel and Group           Corporate Counsel, and Group
                        Vice President -- Compliance          Vice President-Compliance (1998
                                                              - present); Senior Vice President,
                                                              Secretary, General Counsel and
                                                              Group Vice President-
                                                              Compliance (1996 - 1998),
                                                              Senior Vice President, Secretary,
                                                              and General Counsel (1990 -
                                                              1996) of Western Reserve;
                                                              Group Vice President-
                                                              Compliance and Corporate
                                                              Counsel (1996 - present) of
                                                              AUSA Life Insurance Company,
                                                              Inc., Bankers United Life
                                                              Assurance Company, Life
                                                              Investors Insurance Company of
                                                              America, Monumental Life
                                                              Insurance Company and PFL
                                                              Life Insurance Company,
                                                              subsidiaries of AEGON USA,
                                                              Inc.; Assistant Secretary (1990 -
                                                              present), Vice President and
                                                              Assistant Secretary (1990 -
                                                              1997) of IDEX Mutual Funds;
                                                              and Assistant Secretary (1994 -
                                                              present) and Vice President and
                                                              Assistant Secretary (1994 -
                                                              1997) of WRL Series Fund, Inc.
- -------------------------------------------------------------------------------------------------------
 Allan J. Hamilton*     Vice President, Treasurer             Vice President and Controller
                        and Controller                        (1987 - present), Treasurer (1997
                                                              - present) of Western Reserve;
                                                              Treasurer and Chief Financial
                                                              Officer of WRL Series Fund, Inc.
                                                              (1997 - present).
- -------------------------------------------------------------------------------------------------------
</TABLE>


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

                                       78
<PAGE>

     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 USA, Inc. ("AEGON USA") in the
aggregate amount of $12 million, covering all of the employees of AEGON USA 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 representatives of AFSG to a limit of $10 million.


ADDITIONAL INFORMATION ABOUT THE SEPARATE ACCOUNT

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


                                       79
<PAGE>
APPENDIX A
ILLUSTRATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following illustrations show how certain values under a sample Policy
would change with different rates of fictional investment performance over an
extended period of time. In particular, the illustrations show how the death
benefit, cash value, and net surrender value under a Policy issued to an
insured of a given age, would change over time if the premiums indicated were
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 premiums
indicated, you do not change 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 82 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 $5,500, a $500,000 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 83 is based on the same factors as those on page
82, 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 guarantee to reduce this charge to 0.60% after the
first 15 Policy years). We intend to reduce this charge to 0.30% in the 16th
Policy year but we do not guarantee that we will do so, and we reserve the
right to maintain this charge at the 0.60% level after the 16th Policy year.
The following illustrations use 0.30% after the 15th Policy year; (2) estimated
daily expenses equivalent to an effective average annual expense level of 0.92%
of the portfolios' average daily net assets; and (3) all applicable cash value
charges. The 0.92% average portfolio expense level assumes an equal allocation
of amounts among the 29 subaccounts. We used annualized actual audited expenses
incurred during 1999 as shown in the Portfolio Annual Expense Table for the
portfolios to calculate the average annual expense level.

     Because the WRL Great Companies -- America(SM), WRL Great Companies --
Technology(SM), WRL Value Line Aggressive Growth portfolios, Fidelity VIP
Equity-Income Portfolio -- Service Class 2, Fidelity VIP II Contrafund(R) --
Service Class 2, and Fidelity VIP III Growth Opportunities Portfolio -- Service
Class 2 had not commenced operations as of December 31, 1999, the estimated
average annual portfolio expense level reflects estimated expenses for each of
these portfolios for 2000.

                                       80
<PAGE>

     During 1999, WRL Management undertook to pay normal operating expenses of
certain WRL portfolios that exceeded a certain stated percentage of those
portfolios' average daily net assets. WRL Management has undertaken until at
least April 30, 2001 to pay expenses to the extent normal operating expenses of
certain portfolios of the WRL Fund exceed a stated percentage of the
portfolio's average daily net assets. For details on these expense limits, the
amounts reimbursed by WRL Management during 1999, and the expense ratios
without the reimbursements, see the Portfolio Annual Expense Table on page 13
of this prospectus.

     Without these waivers and reimbursements, total annual expenses for the
portfolios would have been greater, and the illustrations would have assumed
that the assets in the portfolios were subject to an average annual expense
level of 1.53%. Taking into account the assumed charges of 1.82%, the gross
annual investment return rates of 0%, 6% and 12% are equivalent to net annual
investment return rates of -1.82%, 4.18%, and 10.18% during the first 15 Policy
years and -1.22%, 4.78% and 10.78% thereafter.

     THE HYPOTHETICAL RETURNS SHOWN IN THE TABLES ARE PROVIDED ONLY TO
ILLUSTRATE THE MECHANICS OF A HYPOTHETICAL POLICY AND DO NOT REPRESENT PAST OR
FUTURE INVESTMENT RATES OF RETURN. Tax charges that may be attributable to the
separate account are not reflected 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 Policy
features.

                                        81
<PAGE>
                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          HYPOTHETICAL ILLUSTRATIONS
                               MALE ISSUE AGE 35

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



<TABLE>
<CAPTION>
END OF              PREMIUMS                                      DEATH BENEFIT
POLICY            ACCUMULATED                          ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                 AT 5%                                 ANNUAL INVESTMENT RETURN OF
                                         0% (GROSS)                 6% (GROSS)                 12% (GROSS)
                                  -1.82% (NET) YEARS 1-15     4.18% (NET) YEARS 1-15     10.18% (NET) YEARS 1-15
                                   -1.22 (NET) YEARS 16+       4.78% (NET) YEARS 16+     10.78% (NET) YEARS 16+
<S>              <C>             <C>                         <C>                        <C>
  1                    5,775              500,000                      500,000                    500,000
  2                   11,839              500,000                      500,000                    500,000
  3                   18,206              500,000                      500,000                    500,000
  4                   24,891              500,000                      500,000                    500,000
  5                   31,911              500,000                      500,000                    500,000
  6                   39,281              500,000                      500,000                    500,000
  7                   47,020              500,000                      500,000                    500,000
  8                   55,146              500,000                      500,000                    500,000
  9                   63,678              500,000                      500,000                    500,000
  10                  72,637              500,000                      500,000                    500,000
  15                 124,616              500,000                      500,000                    500,000
  20                 190,956              500,000                      500,000                    500,000
  30(AGE 65)         383,684              500,000                      500,000                  1,102,125
  40(AGE 75)         697,619              500,000                      505,784                  2,748,557
  50(AGE 85)       1,208,985                    *                      854,800                  7,509,757
  60(AGE 95)       2,041,946                    *                    1,354,382                 19,778,188
</TABLE>




<TABLE>
<CAPTION>
END OF                           CASH VALUE                                   NET SURRENDER VALUE
POLICY               ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                     ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
                 0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
                -1.82% (NET)     4.18% (NET)     10.18% (NET)     -1.82% (NET)     4.18% (NET)     10.18% (NET)
                 YEARS 1-15       YEARS 1-15      YEARS 1-15       YEARS 1-15       YEARS 1-15      YEARS 1-15
                -1.22% (NET)     4.78% (NET)     10.78% (NET)     -1.22% (NET)     4.78% (NET)     10.78% (NET)
                  YEARS 16+       YEARS 16+        YEARS 16+        YEARS 16+       YEARS 16+       YEARS 16+
<S>            <C>              <C>             <C>              <C>              <C>             <C>
1                   4,583             4,886            5,190            709             1,013           1,317
2                   9,070             9,965           10,897          4,734             5,629           6,562
3                  13,453            15,234           17,165          8,656            10,437          12,367
4                  17,740            20,709           24,056         12,481            15,449          18,797
5                  21,900            26,364           31,603         16,179            20,642          25,882
6                  25,930            32,203           39,871         19,747            26,020          33,687
7                  29,826            38,229           48,926         23,180            31,583          42,280
8                  33,589            44,449           58,853         26,482            37,342          51,746
9                  37,155            50,806           69,680         29,586            43,237          62,110
10                 40,557            57,337           81,532         32,526            49,306          73,501
15                 54,936            92,692          160,311         54,936            92,692         160,311
20                 66,882           137,266          295,502         66,882           137,266         295,502
30(AGE 65)         83,858           265,509          903,381         83,858           265,509         903,381
40(AGE 75)         73,788           472,695        2,568,745         73,788           472,695       2,568,745
50(AGE 85)              *           814,095        7,152,150              *           814,095       7,152,150
60(AGE 95)              *         1,340,972       19,582,365              *         1,340,972      19,582,365
</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 funds. 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 funds 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 current fund prospectuses.

                                       82
<PAGE>
                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          HYPOTHETICAL ILLUSTRATIONS
                               MALE ISSUE AGE 35


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



<TABLE>
<CAPTION>
END OF              PREMIUMS                                      DEATH BENEFIT
POLICY            ACCUMULATED                          ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                 AT 5%                                 ANNUAL INVESTMENT RETURN OF
                                         0% (GROSS)                 6% (GROSS)                 12% (GROSS)
                                  -1.82% (NET) YEARS 1-15     4.18% (NET) YEARS 1-15     10.18% (NET) YEARS 1-15
                                   -1.22% (NET) YEARS 16+      4.78% (NET) YEARS 16+     10.78% (NET) YEARS 16+
<S>              <C>             <C>                         <C>                        <C>
  1                    5,775              500,000                   1,500,000                     500,000
  2                   11,839              500,000                     500,000                     500,000
  3                   18,206              500,000                     500,000                     500,000
  4                   24,891              500,000                     500,000                     500,000
  5                   31,911              500,000                     500,000                     500,000
  6                   39,281              500,000                     500,000                     500,000
  7                   47,020              500,000                     500,000                     500,000
  8                   55,146              500,000                     500,000                     500,000
  9                   63,678              500,000                     500,000                     500,000
  10                  72,637              500,000                     500,000                     500,000
  15                 124,616              500,000                     500,000                     500,000
  20                 190,956              500,000                     500,000                     500,000
  30(AGE 65)         383,684              500,000                     500,000                   1,056,576
  40(AGE 75)         697,619                    *                     500,000                   2,567,346
  50(AGE 85)       1,208,985                    *                     611,762                   6,798,964
  60(AGE 95)       2,041,946                    *                     935,758                  16,913,844
</TABLE>




<TABLE>
<CAPTION>
END OF                           CASH VALUE                                   NET SURRENDER VALUE
POLICY               ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                     ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
                 0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
                -1.82% (NET)     4.18% (NET)     10.18% (NET)     -1.82% (NET)     4.18% (NET)     10.18% (NET)
                 YEARS 1-15       YEARS 1-15      YEARS 1-15       YEARS 1-15       YEARS 1-15      YEARS 1-15
                -1.22% (NET)     4.78% (NET)     10.78% (NET)     -1.22% (NET)     4.78% (NET)     10.78% (NET)
                  YEARS 16+       YEARS 16+        YEARS 16+        YEARS 16+       YEARS 16+       YEARS 16+
<S>            <C>              <C>             <C>              <C>              <C>             <C>
1                   4,583            4,886             5,190            709            1,013            1,317
2                   8,983            9,875            10,805          4,647            5,539            6,469
3                  13,257           15,027            16,945          8,460           10,229           12,148
4                  17,404           20,345            23,664         12,145           15,086           18,404
5                  21,418           25,829            31,012         15,697           20,108           25,290
6                  25,298           31,483            39,052         19,114           25,300           32,869
7                  29,031           37,302            47,845         22,386           30,656           41,200
8                  32,623           43,294            57,473         25,516           36,187           50,365
9                  36,063           49,458            68,013         28,493           41,888           60,443
10                 39,354           55,802            79,565         31,323           47,770           71,534
15                 53,262           90,175           156,444         53,262           90,175          156,444
20                 63,741          132,500           287,679         63,741          132,500          287,679
30(AGE 65)         55,511          234,243           866,046         55,511          234,243          866,046
40(AGE 75)              *          361,211         2,399,389              *          361,211        2,399,389
50(AGE 85)              *          582,630         6,475,204              *          582,630        6,475,204
60(AGE 95)              *          926,493        16,746,380              *          926,493       16,746,380
</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 funds. 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 funds 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 current fund prospectuses.

                                       83
<PAGE>

APPENDIX B
WEALTH INDICES OF INVESTMENTS IN THE U.S. CAPITAL MARKET

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

     The information below graphically depicts the growth of $1.00 invested in
large company stocks, small company stocks, long-term government bonds,
Treasury bills, and hypothetical assets returning the inflation rate over the
period from the end of 1925 to the end of 1999. 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 74-year period: investments of $1.00
in these assets would have grown to $2,845.63 and $6,640.79, respectively, by
year-end 1999. 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
$40.22.

     The lowest-risk strategy over the past 74 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 - 1999 period.

                                       84
<PAGE>

[GRAPHIC OMITTED]

                   COMPOUND ANNUAL RATES OF RETURN BY DECADE


<TABLE>
<CAPTION>
                                 1920s*     1930s      1940s      1950s      1960s       1970s      1980s     1990s
<S>                             <C>        <C>       <C>         <C>       <C>         <C>         <C>       <C>
   Large Company ............   19.2%      -0.1%      9.2%       19.4%      7.8%        5.9%       17.5%     18.2%
   Small Company ............   -4.5        1.4      20.7        16.9      15.5        11.5        15.8      15.1
   Long-Term Corp. ..........    5.2        6.9       2.7         1.0       1.7         6.2        13.0       8.3
   Long-Term Govt. ..........    5.0        4.9       3.2        -0.1       1.4         5.5        12.6       9.0
   Inter-Term Govt. .........    4.2        4.6       1.8         1.3       3.5         7.0        11.9       7.2
   Treasury Bills ...........    3.7        0.6       0.4         1.9       3.9         6.3         8.9       4.9
   Inflation ................   -1.1       -2.0       5.4         2.2       2.5         7.4         5.1       2.9
</TABLE>



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

Used with permission. (C)2000 Ibbotson Associates, Inc. All rights
reserved. [Certain portions of this work were derived from copyrighted works of
Roger G. Ibbotson and Rex Sinquefield.]

                                       85

<PAGE>
APPENDIX C
SURRENDER CHARGE BASE PREMIUMS

(PER THOUSAND OF SPECIFIED AMOUNT)

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

<TABLE>
<CAPTION>
ISSUE       MALE        MALE       FEMALE      FEMALE      UNISEX      UNISEX
AGE       STANDARD     SELECT     STANDARD     SELECT     STANDARD     SELECT
- ------   ----------   --------   ----------   --------   ----------   -------
<S>      <C>          <C>        <C>          <C>        <C>          <C>
  0          3.28       3.28         2.48       2.48         3.13       3.13
  1          3.23       3.23         2.46       2.46         3.09       3.09
  2          3.35       3.35         2.54       2.54         3.20       3.20
  3          3.47       3.47         2.63       2.63         3.31       3.31
  4          3.61       3.61         2.73       2.73         3.44       3.44
  5          3.75       3.75         2.83       2.83         3.58       3.58
  6          3.90       3.90         2.94       2.94         3.72       3.72
  7          4.06       4.06         3.06       3.06         3.88       3,88
  8          4.24       4.24         3.18       3.18         4.04       4.04
  9          4.43       4.43         3.31       3.31         4.22       4.22
  10         4.63       4.63         3.45       3.45         4.41       4.41
  11         4.84       4.84         3.60       3.60         4.61       4.61
  12         5.07       5.07         3.76       3.76         4.82       4.82
  13         5.30       5.30         3.92       3.92         5.04       5.04
  14         5.54       5.54         4.09       4.09         5.27       5.27
  15         5.78       5.78         4.27       4.27         5.50       5.50
  16         6.01       6.01         4.45       4.45         5.72       5.72
  17         6.25       6.25         4.64       4.64         5.95       5.95
  18         6.48       4.88         4.84       4.08         6.18       4.73
  19         6.73       5.06         5.05       4.24         6.41       4.91
  20         6.98       5.25         5.26       4.42         6.66       5.09
  21         7.25       5.44         5.49       4.61         6.92       5.29
  22         7.53       5.65         5.73       4.80         7.19       5.49
  23         7.83       5.88         5.98       5.01         7.49       5.71
  24         8.15       6.11         6.25       5.23         7.80       5.95
  25         8.50       6.37         6.53       5.46         8.14       6.20
  26         8.87       6.64         6.82       5.70         8.50       6.47
  27         9.27       6.94         7.14       5.96         8.88       6.75
  28         9.70       7.25         7.47       6.23         9.29       7.06
  29        10.16       7.58         7.81       6.51         9.73       7.38
  30        10.65       7.94         8.18       6.81        10.20       7.73
  31        11.17       8.32         8.57       7.13        10.70       8.10
  32        11.73       8.72         8.98       7.47        11.23       8.48
  33        12.32       9.14         9.41       7.82        11.79       8.90
  34        12.94       9.60         9.87       8.20        12.38       9.34
  35        13.61      10.07        10.35       8.59        13.01       9.80
  36        14.31      10.58        10.86       9.01        13.68      10.29
  37        15.06      11.12        11.40       9.45        14.39      10.81
  38        15.85      11.69        11.97       9.92        15.14      11.36
  39        16.69      12.29        12.56      10.41        15.93      11.94
  40        17.57      12.93        13.18      10.93        16.76      12.55
</TABLE>

                                       86
<PAGE>
APPENDIX C -- (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ISSUE       MALE        MALE       FEMALE      FEMALE      UNISEX       UNISEX
AGE       STANDARD     SELECT     STANDARD     SELECT     STANDARD      SELECT
- ------   ----------   --------   ----------   --------   ----------   ---------
<S>      <C>          <C>        <C>          <C>        <C>          <C>
  41        18.50       13.60       13.82       11.47       17.64       13.20
  42        19.49       14.32       14.50       12.04       18.56       13.89
  43        20.52       15.08       15.21       12.64       19.54       14.62
  44        21.62       15.88       15.95       13.27       20.56       15.39
  45        22.77       16.74       16.72       13.94       21.65       16.21
  46        23.99       17.64       17.54       14.65       22.79       17.08
  47        25.29       18.61       18.40       15.40       24.00       18.00
  48        26.65       19.63       19.31       16.19       25.27       18.98
  49        28.10       20.72       20.26       17.03       26.63       20.02
  50        29.64       21.88       21.27       17.92       28.06       21.13
  51        31.28       23.12       22.33       18.86       29.58       22.31
  52        33.01       24.45       23.46       19.86       31.19       23.57
  53        34.84       25.85       24.65       20.93       32.90       24.91
  54        36.78       27.36       25.90       22.06       34.70       26.34
  55        38.82       28.96       27.23       23.25       36.60       27.86
  56        40.98       30.66       28.63       24.53       38.61       29.48
  57        43.27       32.48       30.12       25.89       40.73       31.20
  58        45.69       34.42       31.71       27.35       42.98       33.05
  59        48.26       36.50       33.42       28.92       45.38       35.03
  60        50.99       38.72       35.26       30.61       47.93       37.14
  61        53.91       41.11       37.25       32.43       50.65       39.41
  62        57.00       43.66       39.39       34.39       53.55       41.84
  63        60.28       46.39       41.69       36.51       56.63       44.45
  64        63.75       49.31       44.14       38.78       59.89       47.24
  65        67.41       52.43       46.74       41.20       63.33       50.22
  66        71.26       55.76       49.51       43.81       66.95       53.40
  67        75.32       59.33       52.48       46.60       70.79       56.81
  68        79.83       63.16       55.66       49.63       74.86       60.47
  69        84.21       67.27       59.13       52.91       79.21       64.42
  70        89.11       71.70       62.91       56.50       83.86       68.67
  71        94.32       76.48       67.06       60.43       88.85       73.27
  72        99.87       81.53       71.57       64.72       94.19       78.17
  73       105.74       87.01       76.46       69.40       99.85       83.48
  74       111.91       92.84       81.72       74.46      105.82       89.15
  75       118.35       99.03       87.36       79.94      112.10       95.19
  76       125.04      105.60       93.39       85.85      118.64      101.62
  77       131.98      112.58       99.84       92.24      125.48      108.49
  78       139.25      120.04      106.79       99.18      132.68      115.84
  79       146.95      128.06      114.35      106.77      140.34      123.77
  80       155.17      136.75      122.61      115.12      148.58      132.39
</TABLE>



                                       87

<PAGE>
Index to Financial Statements
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WRL SERIES LIFE ACCOUNT:


Report of Independent Certified Public Accountants dated February 16, 2000
Statements of Assets and Liabilities as of December 31, 1999
Statements of Operations for the year ended December 31, 1999
Statements of Changes in Net Assets for the years ended December 31, 1999 and
1998.
Financial Highlights for the periods ended December 31, 1999, 1998, 1997, 1996
and 1995

Notes to the Financial Statements


WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


Report of Independent Auditors dated February 18, 2000
Statutory-Basis Balance Sheets at December 31, 1999 and 1998

Statutory-Basis Statements of Operations for the years ended December 31, 1999,
1998 and 1997

Statutory-Basis Statements of Changes in Capital and Surplus for the years
ended December 31, 1999, 1998 and 1997

Statutory-Basis Statements of Cash Flows for the years ended December 31, 1999,
1998 and 1997

Notes to Statutory-Basis Financial Statements

Statutory-Basis Financial Statement Schedules


                                       88
<PAGE>

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors of Western Reserve Life Assurance Co. of Ohio
and Policy Owners of the WRL Series Life Account


In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
each of the Subaccounts constituting the WRL Series Life Account (a separate
account of Western Reserve Life Assurance Co. of Ohio ("WRL")) at December 31,
1999, the results of each of their operations, the changes in each of their net
assets and financial highlights for each of the periods indicated, in
conformity with accounting principles generally accepted in the United States.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of WRL's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States, which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
[GRAPHIC OMITTED]


PricewaterhouseCoopers LLP
Tampa, Florida
February 16, 2000


                                       89
<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS





<TABLE>
<CAPTION>
                                                               WRL             WRL              WRL               WRL
                                                           J.P. MORGAN        AEGON            JANUS             JANUS
                                                          MONEY MARKET        BOND            GROWTH            GLOBAL
                                                           SUBACCOUNT      SUBACCOUNT       SUBACCOUNT        SUBACCOUNT
<S>                                                      <C>              <C>            <C>                <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................        58,182           2,559             17,348           12,035
                                                              ======           =====             ======           ======
  Cost ...............................................     $  58,182       $  29,390       $    743,669       $  257,249
                                                           =========       =========       ============       ==========
 Investment, at net asset value ......................     $  58,182       $  27,148       $  1,353,104       $  450,848
 Transfers receivable from depositor .................             0               0                853              650
                                                           ---------       ---------       ------------       ----------
  Total assets .......................................        58,182          27,148          1,353,957          451,498
                                                           ---------       ---------       ------------       ----------
LIABILITIES:
 Accrued expenses ....................................             0               0                  0                0
 Transfers payable to depositor ......................         2,112              19                  0                0
                                                           ---------       ---------       ------------       ----------
  Total liabilities ..................................         2,112              19                  0                0
                                                           ---------       ---------       ------------       ----------
  Net assets .........................................     $  56,070       $  27,129       $  1,353,957       $  451,498
                                                           =========       =========       ============       ==========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................     $  56,070       $  27,129       $  1,353,957       $  451,498
 Depositor's equity ..................................             0               0                  0                0
                                                           ---------       ---------       ------------       ----------
  Net assets applicable to units outstanding .........     $  56,070       $  27,129       $  1,353,957       $  451,498
                                                           =========       =========       ============       ==========
 Policy Owners' units ................................         3,206           1,232              9,293           11,605
 Depositor's units ...................................             0               0                  0                0
                                                           ---------       ---------       ------------       ----------
  Units outstanding ..................................         3,206           1,232              9,293           11,605
                                                           =========       =========       ============       ==========
  Accumulation unit value ............................     $   17.49       $   22.01       $     145.70       $    38.91
                                                           =========       =========       ============       ==========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       90
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS




<TABLE>
<CAPTION>
                                                               WRL              WRL              WRL
                                                              LKCM             VKAM             ALGER            WRL
                                                            STRATEGIC        EMERGING        AGGRESSIVE         AEGON
                                                          TOTAL RETURN        GROWTH           GROWTH          BALANCED
                                                           SUBACCOUNT       SUBACCOUNT       SUBACCOUNT       SUBACCOUNT
<S>                                                      <C>              <C>              <C>              <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................          6,332           13,205           10,626           1,436
                                                                =====           ======           ======           =====
  Cost ...............................................     $   90,108       $  343,339       $  206,459       $  17,378
                                                           ==========       ==========       ==========       =========
 Investment, at net asset value ......................     $  106,667       $  607,493       $  353,584       $  18,182
 Transfers receivable from depositor .................              0              637              594               1
                                                           ----------       ----------       ----------       ---------
  Total assets .......................................        106,667          608,130          354,178          18,183
                                                           ----------       ----------       ----------       ---------
LIABILITIES:
 Accrued expenses ....................................              0                0                0               0
 Transfers payable to depositor ......................              2                0                0               0
                                                           ----------       ----------       ----------       ---------
  Total liabilities ..................................              2                0                0               0
                                                           ----------       ----------       ----------       ---------
  Net assets .........................................     $  106,665       $  608,130       $  354,178       $  18,183
                                                           ==========       ==========       ==========       =========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................     $  106,665       $  608,130       $  354,178       $  18,183
 Depositor's equity ..................................              0                0                0               0
                                                           ----------       ----------       ----------       ---------
  Net assets applicable to units outstanding .........     $  106,665       $  608,130       $  354,178       $  18,183
                                                           ==========       ==========       ==========       =========
 Policy Owners' units ................................          4,674            9,357            7,928           1,186
 Depositor's units ...................................              0                0                0               0
                                                           ----------       ----------       ----------       ---------
  Units outstanding ..................................          4,674            9,357            7,928           1,186
                                                           ==========       ==========       ==========       =========
  Accumulation unit value ............................     $    22.82       $    64.99       $    44.67       $   15.33
                                                           ==========       ==========       ==========       =========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       91
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS




<TABLE>
<CAPTION>
                                                              WRL
                                                           FEDERATED         WRL            WRL            WRL
                                                           GROWTH &      DEAN ASSET      C.A.S.E.          NWQ
                                                            INCOME       ALLOCATION       GROWTH       VALUE EQUITY
                                                          SUBACCOUNT     SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
<S>                                                      <C>            <C>            <C>            <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................        1,594          2,746          1,751           2,087
                                                              =====          =====          =====           =====
  Cost ...............................................    $  19,647      $  36,698      $  25,553       $  28,559
                                                          =========      =========      =========       =========
 Investment, at net asset value ......................    $  17,383      $  33,309      $  27,504       $  26,650
 Transfers receivable from depositor .................            6              8              5              28
                                                          ---------      ---------      ---------       ---------
  Total assets .......................................       17,389         33,317         27,509          26,678
                                                          ---------      ---------      ---------       ---------
LIABILITIES:
 Accrued expenses ....................................            0              0              0               0
 Transfers payable to depositor ......................            0              0              0               0
                                                          ---------      ---------      ---------       ---------
  Total liabilities ..................................            0              0              0               0
                                                          ---------      ---------      ---------       ---------
  Net assets .........................................    $  17,389      $  33,317      $  27,509       $  26,678
                                                          =========      =========      =========       =========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................    $  17,389      $  33,317      $  27,509       $  26,678
 Depositor's equity ..................................            0              0              0               0
                                                          ---------      ---------      ---------       ---------
  Net assets applicable to units outstanding .........    $  17,389      $  33,317      $  27,509       $  26,678
                                                          =========      =========      =========       =========
 Policy Owners' units ................................        1,117          2,128          1,657           1,895
 Depositor's units ...................................            0              0              0               0
                                                          ---------      ---------      ---------       ---------
  Units outstanding ..................................        1,117          2,128          1,657           1,895
                                                          =========      =========      =========       =========
  Accumulation unit value ............................    $   15.57      $   15.66      $   16.60       $   14.08
                                                          =========      =========      =========       =========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       92
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS



<TABLE>
<CAPTION>
                                                               WRL
                                                           GE/SCOTTISH                                           WRL
                                                            EQUITABLE           WRL              WRL         J.P. MORGAN
                                                          INTERNATIONAL          GE         THIRD AVENUE     REAL ESTATE
                                                              EQUITY        U.S. EQUITY         VALUE        SECURITIES
                                                            SUBACCOUNT       SUBACCOUNT      SUBACCOUNT      SUBACCOUNT
<S>                                                      <C>               <C>             <C>              <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................           489             1,669             329             78
                                                                 ===             =====             ===             ==
  Cost ...............................................      $  6,058         $  24,322        $  3,045        $   674
                                                            ========         =========        ========        =======
 Investment, at net asset value ......................      $  6,985         $  26,359        $  3,435        $   632
 Transfers receivable from depositor .................            28                57               0              0
                                                            --------         ---------        --------        -------
  Total assets .......................................         7,013            26,416           3,435            632
                                                            --------         ---------        --------        -------
LIABILITIES:
 Accrued expenses ....................................             0                 0               0              0
 Transfers payable to depositor ......................             0                 0              24              5
                                                            --------         ---------        --------        -------
  Total liabilities ..................................             0                 0              24              5
                                                            --------         ---------        --------        -------
  Net assets .........................................      $  7,013         $  26,416        $  3,411        $   627
                                                            ========         =========        ========        =======
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................      $  7,013         $  26,416        $  3,411        $   304
 Depositor's equity ..................................             0                 0               0            323
                                                            --------         ---------        --------        -------
  Net assets applicable to units outstanding .........      $  7,013         $  26,416        $  3,411        $   627
                                                            ========         =========        ========        =======
 Policy Owners' units ................................           475             1,468             322             38
 Depositor's units ...................................             0                 0               0             40
                                                            --------         ---------        --------        -------
  Units outstanding ..................................           475             1,468             322             78
                                                            ========         =========        ========        =======
  Accumulation unit value ............................      $  14.76         $   17.99        $  10.59        $  8.06
                                                            ========         =========        ========        =======
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       93
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS





<TABLE>
<CAPTION>
                                                             WRL             WRL              WRL              WRL
                                                        GOLDMAN SACHS   GOLDMAN SACHS    T. ROWE PRICE    T. ROWE PRICE
                                                            GROWTH        SMALL CAP     DIVIDEND GROWTH     SMALL CAP
                                                          SUBACCOUNT      SUBACCOUNT       SUBACCOUNT      SUBACCOUNT
<S>                                                    <C>             <C>             <C>               <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................          83              31               53               69
                                                                ==              ==               ==               ==
  Cost ...............................................    $    858        $    325          $   505         $    784
                                                          ========        ========          =======         ========
 Investment, at net asset value ......................    $    972        $    346          $   491         $    924
 Transfers receivable from depositor .................           5               0               10                1
                                                          --------        --------          -------         --------
  Total assets .......................................         977             346              501              925
                                                          --------        --------          -------         --------
LIABILITIES:
 Accrued expenses ....................................           0               0                0                0
 Transfers payable to depositor ......................           0               2                0                0
                                                          --------        --------          -------         --------
  Total liabilities ..................................           0               2                0                0
                                                          --------        --------          -------         --------
  Net assets .........................................    $    977        $    344          $   501         $    925
                                                          ========        ========          =======         ========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................    $    949        $    317          $   478         $    894
 Depositor's equity ..................................          28              27               23               31
                                                          --------        --------          -------         --------
  Net assets applicable to units outstanding .........    $    977        $    344          $   501         $    925
                                                          ========        ========          =======         ========
 Policy Owners' units ................................          84              28               52               72
 Depositor's units ...................................           3               3                3                3
                                                          --------        --------          -------         --------
  Units outstanding ..................................          87              31               55               75
                                                          ========        ========          =======         ========
  Accumulation unit value ............................    $  11.29        $  10.92          $  9.16         $  12.31
                                                          ========        ========          =======         ========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       94
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS





<TABLE>
<CAPTION>
                                                        WRL            WRL           WRL
                                                      SALOMON    PILGRIM BAXTER    DREYFUS
                                                      ALL CAP    MID CAP GROWTH    MID CAP
                                                    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                                                <C>          <C>              <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .........................................         34            285            30
                                                           ==            ===            ==
  Cost ...........................................   $    365       $  3,873      $    298
                                                     ========       ========      ========
 Investment, at net asset value ..................   $    383       $  5,051      $    322
 Transfers receivable from depositor .............          0             14            15
                                                     --------       --------      --------
  Total assets ...................................        383          5,065           337
                                                     --------       --------      --------
LIABILITIES:
 Accrued expenses ................................          0              0             0
 Transfers payable to depositor ..................          0              0             0
                                                     --------       --------      --------
  Total liabilities ..............................          0              0             0
                                                     --------       --------      --------
  Net assets .....................................   $    383       $  5,065      $    337
                                                     ========       ========      ========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...........................   $    356       $  5,065      $    312
 Depositor's equity ..............................         27              0            25
                                                     --------       --------      --------
  Net assets applicable to units outstanding .....   $    383       $  5,065      $    337
                                                     ========       ========      ========
 Policy Owners' units ............................         33            317            30
 Depositor's units ...............................          3              0             3
                                                     --------       --------      --------
  Units outstanding ..............................         36            317            33
                                                     ========       ========      ========
  Accumulation unit value ........................   $  10.70       $  15.98      $  10.14
                                                     ========       ========      ========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       95
<PAGE>

 WRL SERIES LIFE ACCOUNT

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
ALL AMOUNTS IN THOUSANDS





<TABLE>
<CAPTION>
                                                                     WRL             WRL            WRL           WRL
                                                                 J.P. MORGAN        AEGON          JANUS         JANUS
                                                                MONEY MARKET        BOND          GROWTH         GLOBAL
                                                                 SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                                                            <C>              <C>            <C>            <C>
INVESTMENT INCOME:
 Dividend income ...........................................       $ 1,813        $  1,562      $  19,913      $       0
 Capital gain distributions ................................             0               0        215,100         29,152
                                                                   -------        --------      ---------      ---------
  Total investment income ..................................         1,813           1,562        235,013         29,152
EXPENSES:
 Mortality and expense risk ................................           339             233          8,918          2,614
                                                                   -------        --------      ---------      ---------
  Net investment income (loss) .............................         1,474           1,329        226,095         26,538
                                                                   -------        --------      ---------      ---------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........             0             317         26,760          3,824
 Change in unrealized appreciation (depreciation) ..........             0          (2,644)       235,401        149,719
                                                                   -------        --------      ---------      ---------
  Net gain (loss) on investment securities .................             0          (2,327)       262,161        153,543
                                                                   -------        --------      ---------      ---------
   Net increase (decrease) in net assets resulting
     from operations .......................................       $ 1,474        $   (998)     $ 488,256      $ 180,081
                                                                   =======        ========      =========      =========
</TABLE>


<TABLE>
<CAPTION>
                                                                     WRL             WRL            WRL
                                                                    LKCM            VKAM           ALGER          WRL
                                                                  STRATEGIC       EMERGING      AGGRESSIVE       AEGON
                                                                TOTAL RETURN       GROWTH         GROWTH        BALANCED
                                                                 SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                                                            <C>              <C>            <C>            <C>
INVESTMENT INCOME:
 Dividend income ...........................................      $  2,159       $   2,813      $  15,251       $  363
 Capital gain distributions ................................         6,826          82,040         22,784            0
                                                                  --------       ---------      ---------       ------
  Total investment income ..................................         8,985          84,853         38,035          363
EXPENSES:
 Mortality and expense risk ................................           913           3,146          2,069          150
                                                                  --------       ---------      ---------       ------
  Net investment income (loss) .............................         8,072          81,707         35,966          213
                                                                  --------       ---------      ---------       ------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........         3,286          39,266          5,348          292
 Change in unrealized appreciation (depreciation) ..........          (461)        178,458         96,140         (187)
                                                                  --------       ---------      ---------       ------
  Net gain (loss) on investment securities .................         2,825         217,724        101,488          105
                                                                  --------       ---------      ---------       ------
   Net increase (decrease) in net assets resulting
     from operations .......................................      $ 10,897       $ 299,431      $ 137,454       $  318
                                                                  ========       =========      =========       ======
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       96
<PAGE>

 WRL SERIES LIFE ACCOUNT

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
ALL AMOUNTS IN THOUSANDS




<TABLE>
<CAPTION>
                                                                    WRL
                                                                 FEDERATED         WRL            WRL            WRL
                                                                 GROWTH &      DEAN ASSET      C.A.S.E.          NWQ
                                                                  INCOME       ALLOCATION       GROWTH       VALUE EQUITY
                                                                SUBACCOUNT     SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
<S>                                                            <C>            <C>            <C>            <C>
INVESTMENT INCOME:
 Dividend income ...........................................     $  1,109      $   1,118        $ 2,613        $   219
 Capital gain distributions ................................          132            178              0            400
                                                                 --------      ---------        -------        -------
  Total investment income ..................................        1,241          1,296          2,613            619
EXPENSES:
 Mortality and expense risk ................................          150            342            211            240
                                                                 --------      ---------        -------        -------
  Net investment income (loss) .............................        1,091            954          2,402            379
                                                                 --------      ---------        -------        -------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........            9            948            427            307
 Change in unrealized appreciation (depreciation) ..........       (2,087)        (4,362)         3,473            850
                                                                 --------      ---------        -------        -------
  Net gain (loss) on investment securities .................       (2,078)        (3,414)         3,900          1,157
                                                                 --------      ---------        -------        -------
   Net increase (decrease) in net assets resulting
     from operations .......................................     $   (987)     $  (2,460)       $ 6,302        $ 1,536
                                                                 ========      =========        =======        =======
</TABLE>


<TABLE>
<CAPTION>
                                                                     WRL
                                                                 GE/SCOTTISH                          WRL            WRL
                                                                  EQUITABLE           WRL            THIRD       J.P. MORGAN
                                                                INTERNATIONAL          GE           AVENUE       REAL ESTATE
                                                                    EQUITY        U.S. EQUITY        VALUE       SECURITIES
                                                                  SUBACCOUNT       SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                                                            <C>               <C>             <C>            <C>
INVESTMENT INCOME:
 Dividend income ...........................................       $    24          $   786         $   89         $   11
 Capital gain distributions ................................           358            1,131              0              0
                                                                   -------          -------         ------         ------
  Total investment income ..................................           382            1,917             89             11
EXPENSES:
 Mortality and expense risk ................................            57              187             28              5
                                                                   -------          -------         ------         ------
  Net investment income (loss) .............................           325            1,730             61              6
                                                                   -------          -------         ------         ------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........           296              575           (126)           (75)
 Change in unrealized appreciation (depreciation) ..........           808              969            491             34
                                                                   -------          -------         ------         ------
  Net gain (loss) on investment securities .................         1,104            1,544            365            (41)
                                                                   -------          -------         ------         ------
   Net increase (decrease) in net assets resulting
     from operations .......................................       $ 1,429          $ 3,274         $  426         $  (35)
                                                                   =======          =======         ======         ======
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       97
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
ALL AMOUNTS IN THOUSANDS





<TABLE>
<CAPTION>
                                                                   WRL             WRL              WRL              WRL
                                                              GOLDMAN SACHS   GOLDMAN SACHS    T. ROWE PRICE    T. ROWE PRICE
                                                                  GROWTH        SMALL CAP     DIVIDEND GROWTH     SMALL CAP
                                                              SUBACCOUNT(1)   SUBACCOUNT(1)    SUBACCOUNT(1)    SUBACCOUNT(1)
<S>                                                          <C>             <C>             <C>               <C>
INVESTMENT INCOME:
 Dividend income ...........................................      $   0           $  15           $   0             $  29
 Capital gain distributions ................................         0               0                0                 0
                                                                  -----           -----           -----             -----
  Total investment income ..................................         0              15                0                29
EXPENSES:
 Mortality and expense risk ................................         2               1                1                 3
                                                                  -----           -----           -----             -----
  Net investment income (loss) .............................          (2)           14                 (1)             26
                                                                  -------         -----           --------          -----
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........          (4)             (2)              (3)             22
 Change in unrealized appreciation (depreciation) ..........       114              22              (14)              140
                                                                  ------          ------          -------           -----
  Net gain (loss) on investment securities .................       110              20              (17)              162
                                                                  ------          ------          -------           -----
   Net increase (decrease) in net assets resulting
     from operations .......................................      $ 108           $ 34            $ (18)            $ 188
                                                                  ======          ======          =======           =====
</TABLE>


<TABLE>
<CAPTION>
                                                             WRL              WRL             WRL
                                                           SALOMON      PILGRIM BAXTER      DREYFUS
                                                           ALL CAP      MID CAP GROWTH      MID CAP
                                                        SUBACCOUNT(1)    SUBACCOUNT(1)   SUBACCOUNT(1)
<S>                                                    <C>             <C>              <C>
INVESTMENT INCOME:
 Dividend income .....................................     $   12           $   13          $   0
 Capital gain distributions ..........................         0                 0             0
                                                           ------           ------          -----
  Total investment income ............................        12                13             0
EXPENSES:
 Mortality and expense risk ..........................         1                 8             1
                                                           ------           ------          -----
  Net investment income (loss) .......................        11                 5              (1)
                                                           ------           ------          -------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities ...          (3)             91              (8)
 Change in unrealized appreciation (depreciation) ....        18             1,177            24
                                                           -------          ------          ------
  Net gain (loss) on investment securities ...........        15             1,268            16
                                                           -------          ------          ------
   Net increase (decrease) in net assets resulting
     from operations .................................     $  26            $1,273          $ 15
                                                           =======          ======          ======
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       98
<PAGE>
WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                               WRL                      WRL
                                                           J.P. MORGAN                 AEGON
                                                          MONEY MARKET                  BOND
                                                           SUBACCOUNT                SUBACCOUNT
                                                    ------------------------- ------------------------
                                                          DECEMBER 31,              DECEMBER 31,
                                                    ------------------------- ------------------------
                                                        1999         1998         1999         1998
                                                    ------------ ------------ ------------ -----------
<S>                                                 <C>          <C>          <C>          <C>
OPERATIONS:
 Net investment income (loss) .....................  $    1,474   $      919    $  1,329    $  1,002
 Net gain (loss) on investment securities .........           0            0      (2,327)        713
                                                     ----------   ----------    --------    --------
 Net increase (decrease) in net assets
  resulting from operations .......................       1,474          919        (998)      1,715
                                                     ----------   ----------    --------    --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........      38,977       12,763       7,560       9,472
                                                     ----------   ----------    --------    --------
 Less cost of units redeemed:
  Administrative charges ..........................       3,050        3,123       2,538       2,292
  Policy loans ....................................       1,775        1,163         954         594
  Surrender benefits ..............................       4,017        1,250         846         865
  Death benefits ..................................         115           10          29         159
                                                     ----------   ----------    --------    --------
                                                          8,957        5,546       4,367       3,910
                                                     ----------   ----------    --------    --------
  Increase (decrease) in net assets from
   capital unit transactions ......................      30,020        7,217       3,193       5,562
                                                     ----------   ----------    --------    --------
  Net increase (decrease) in net assets ...........      31,494        8,136       2,195       7,277
 Depositor's equity contribution
  (net redemption) ................................           0            0           0           0
NET ASSETS:
 Beginning of year ................................      24,576       16,440      24,934      17,657
                                                     ----------   ----------    --------    --------
 End of year ......................................  $   56,070   $   24,576    $ 27,129    $ 24,934
                                                     ==========   ==========    ========    ========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............       1,460        1,020       1,090         836
 Units issued .....................................      18,474       11,339         883       1,030
 Units redeemed ...................................     (16,728)     (10,899)       (741)       (776)
                                                     ----------   ----------    --------    --------
 Units outstanding - end of year ..................       3,206        1,460       1,232       1,090
                                                     ==========   ==========    ========    ========



<CAPTION>
                                                                WRL
                                                               JANUS
                                                              GROWTH
                                                            SUBACCOUNT
                                                    ---------------------------
                                                           DECEMBER 31,
                                                    ---------------------------
                                                         1999          1998
                                                    -------------- ------------
<S>                                                 <C>            <C>
OPERATIONS:
 Net investment income (loss) .....................  $   226,095    $   1,103
 Net gain (loss) on investment securities .........      262,161      295,459
                                                     -----------    ---------
 Net increase (decrease) in net assets
  resulting from operations .......................      488,256      296,562
                                                     -----------    ---------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........      192,993      140,684
                                                     -----------    ---------
 Less cost of units redeemed:
  Administrative charges ..........................       57,685       44,910
  Policy loans ....................................       33,172       18,083
  Surrender benefits ..............................       32,554       22,312
  Death benefits ..................................        1,908        4,185
                                                     -----------    ---------
                                                         125,319       89,490
                                                     -----------    ---------
  Increase (decrease) in net assets from
   capital unit transactions ......................       67,674       51,194
                                                     -----------    ---------
  Net increase (decrease) in net assets ...........      555,930      347,756
 Depositor's equity contribution
  (net redemption) ................................            0            0
NET ASSETS:
 Beginning of year ................................      798,027      450,271
                                                     -----------    ---------
 End of year ......................................  $ 1,353,957    $ 798,027
                                                     ===========    =========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............        8,668        7,972
 Units issued .....................................        2,854        2,967
 Units redeemed ...................................       (2,229)      (2,271)
                                                     -----------    ---------
 Units outstanding - end of year ..................        9,293        8,668
                                                     ===========    =========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       99
<PAGE>

 WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                         WRL
                                                               WRL                      LKCM                       WRL
                                                              JANUS                   STRATEGIC                   VKAM
                                                             GLOBAL                 TOTAL RETURN             EMERGING GROWTH
                                                           SUBACCOUNT                SUBACCOUNT                SUBACCOUNT
                                                    ------------------------- ------------------------- -------------------------
                                                          DECEMBER 31,              DECEMBER 31,              DECEMBER 31,
                                                    ------------------------- ------------------------- -------------------------
                                                        1999         1998          1999         1998        1999         1998
                                                    ------------ ------------ ------------- ----------- ------------ ------------
<S>                                                 <C>          <C>          <C>           <C>         <C>          <C>
OPERATIONS:
 Net investment income (loss) .....................  $  26,538    $   7,425     $   8,072    $  3,284    $  81,707    $   6,894
 Net gain (loss) on investment securities .........    153,543       38,427         2,825       4,347      217,724       59,514
                                                     ---------    ---------     ---------    --------    ---------    ---------
 Net increase (decrease) in net assets
  resulting from operations .......................    180,081       45,852        10,897       7,631      299,431       66,408
                                                     ---------    ---------     ---------    --------    ---------    ---------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........     81,308       72,962        11,792      24,191       94,168       64,824
                                                     ---------    ---------     ---------    --------    ---------    ---------
 Less cost of units redeemed:
  Administrative charges ..........................     25,132       19,369         8,436       7,696       25,202       19,612
  Policy loans ....................................      9,284        4,953         3,000       2,319       11,395        5,601
  Surrender benefits ..............................      8,537        5,662         3,136       2,587       11,025        7,688
  Death benefits ..................................        194          591           378       1,047          512          368
                                                     ---------    ---------     ---------    --------    ---------    ---------
                                                        43,147       30,575        14,950      13,649       48,134       33,269
                                                     ---------    ---------     ---------    --------    ---------    ---------
  Increase (decrease) in net assets from
   capital unit transactions ......................     38,161       42,387        (3,158)     10,542       46,034       31,555
                                                     ---------    ---------     ---------    --------    ---------    ---------
  Net increase (decrease) in net assets ...........    218,242       88,239         7,739      18,173      345,465       97,963
 Depositor's equity contribution
  (net redemption) ................................          0            0             0           0            0            0
NET ASSETS:
 Beginning of year ................................    233,256      145,017        98,926      80,753      262,665      164,702
                                                     ---------    ---------     ---------    --------    ---------    ---------
 End of year ......................................  $ 451,498    $ 233,256     $ 106,665    $ 98,926    $ 608,130    $ 262,665
                                                     =========    =========     =========    ========    =========    =========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............     10,167        8,145         4,814       4,270        8,218        7,013
 Units issued .....................................      4,823        5,610         1,538       1,946        4,977        4,099
 Units redeemed ...................................     (3,385)      (3,588)       (1,678)     (1,402)      (3,838)      (2,894)
                                                     ---------    ---------     ---------    --------    ---------    ---------
 Units outstanding - end of year ..................     11,605       10,167         4,674       4,814        9,357        8,218
                                                     =========    =========     =========    ========    =========    =========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       100
<PAGE>

 WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                               WRL                      WRL                      WRL
                                                              ALGER                    AEGON                  FEDERATED
                                                        AGGRESSIVE GROWTH            BALANCED              GROWTH & INCOME
                                                           SUBACCOUNT               SUBACCOUNT               SUBACCOUNT
                                                    ------------------------- ----------------------- -------------------------
                                                          DECEMBER 31,             DECEMBER 31,             DECEMBER 31,
                                                    ------------------------- ----------------------- -------------------------
                                                        1999         1998         1999        1998        1999         1998
                                                    ------------ ------------ ----------- ----------- ------------ ------------
<S>                                                 <C>          <C>          <C>         <C>         <C>          <C>
OPERATIONS:
 Net investment income (loss) .....................  $  35,966    $   7,851    $    213    $    227     $  1,091     $    644
 Net gain (loss) on investment securities .........    101,488       44,348         105         576       (2,078)        (269)
                                                     ---------    ---------    --------    --------     --------     --------
 Net increase (decrease) in net assets
  resulting from operations .......................    137,454       52,199         318         803         (987)         375
                                                     ---------    ---------    --------    --------     --------     --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........     74,699       53,159       5,997       5,658        5,627        8,963
                                                     ---------    ---------    --------    --------     --------     --------
 Less cost of units redeemed:
  Administrative charges ..........................     19,544       13,960       1,931       1,423        2,355        1,633
  Policy loans ....................................      8,193        3,522         429         279          346          218
  Surrender benefits ..............................      7,977        4,423         626         596          542          431
  Death benefits ..................................        118          248          10          15           55           72
                                                     ---------    ---------    --------    --------     --------     --------
                                                        35,832       22,153       2,996       2,313        3,298        2,354
                                                     ---------    ---------    --------    --------     --------     --------
  Increase (decrease) in net assets from
   capital unit transactions ......................     38,867       31,006       3,001       3,345        2,329        6,609
                                                     ---------    ---------    --------    --------     --------     --------
  Net increase (decrease) in net assets ...........    176,321       83,205       3,319       4,148        1,342        6,984
 Depositor's equity contribution
  (net redemption) ................................          0            0           0           0            0            0
NET ASSETS:
 Beginning of year ................................    177,857       94,652      14,864      10,716       16,047        9,063
                                                     ---------    ---------    --------    --------     --------     --------
 End of year ......................................  $ 354,178    $ 177,857    $ 18,183    $ 14,864     $ 17,389     $ 16,047
                                                     =========    =========    ========    ========     ========     ========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............      6,669        5,230         990         756          976          563
 Units issued .....................................      3,640        3,797         637         578          714          966
 Units redeemed ...................................     (2,381)      (2,358)       (441)       (344)        (573)        (553)
                                                     ---------    ---------    --------    --------     --------     --------
 Units outstanding - end of year ..................      7,928        6,669       1,186         990        1,117          976
                                                     =========    =========    ========    ========     ========     ========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                      101
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                               WRL                      WRL                      WRL
                                                              DEAN                    C.A.S.E.                   NWQ
                                                        ASSET ALLOCATION               GROWTH                VALUE EQUITY
                                                           SUBACCOUNT                SUBACCOUNT               SUBACCOUNT
                                                    ------------------------- ------------------------ ------------------------
                                                          DECEMBER 31,              DECEMBER 31,             DECEMBER 31,
                                                    ------------------------- ------------------------ ------------------------
                                                        1999         1998         1999        1998         1999         1998
                                                    ------------ ------------ ----------- ------------ ------------ -----------
<S>                                                 <C>          <C>          <C>         <C>          <C>          <C>
OPERATIONS:
 Net investment income (loss) .....................   $    954     $  3,419    $  2,402     $  1,475     $    379    $  2,021
 Net gain (loss) on investment securities .........     (3,414)      (1,087)      3,900       (1,114)       1,157      (4,683)
                                                      --------     --------    --------     --------     --------    --------
 Net increase (decrease) in net assets
  resulting from operations .......................     (2,460)       2,332       6,302          361        1,536      (2,662)
                                                      --------     --------    --------     --------     --------    --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........      1,729       13,703       7,781        8,731        3,283       6,086
                                                      --------     --------    --------     --------     --------    --------
 Less cost of units redeemed:
  Administrative charges ..........................      3,875        3,421       2,946        2,433        2,874       2,846
  Policy loans ....................................        991          748         668          520          713         643
  Surrender benefits ..............................        901          925         678          295          605         401
  Death benefits ..................................         89          160          12           60           32         165
                                                      --------     --------    --------     --------     --------    --------
                                                         5,856        5,254       4,304        3,308        4,224       4,055
                                                      --------     --------    --------     --------     --------    --------
  Increase (decrease) in net assets from
   capital unit transactions ......................     (4,127)       8,449       3,477        5,423         (941)      2,031
                                                      --------     --------    --------     --------     --------    --------
  Net increase (decrease) in net assets ...........     (6,587)      10,781       9,779        5,784          595        (631)
 Depositor's equity contribution
  (net redemption) ................................          0            0           0            0            0           0
NET ASSETS:
 Beginning of year ................................     39,904       29,123      17,730       11,946       26,083      26,714
                                                      --------     --------    --------     --------     --------    --------
 End of year ......................................   $ 33,317     $ 39,904    $ 27,509     $ 17,730     $ 26,678    $ 26,083
                                                      ========     ========    ========     ========     ========    ========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............      2,383        1,867       1,417          969        1,982       1,916
 Units issued .....................................        937        1,377       1,347        1,317        1,296       1,748
 Units redeemed ...................................     (1,192)        (861)     (1,107)        (869)      (1,383)     (1,682)
                                                      --------     --------    --------     --------     --------    --------
 Units outstanding - end of year ..................      2,128        2,383       1,657        1,417        1,895       1,982
                                                      ========     ========    ========     ========     ========    ========
</TABLE>



See Notes to the Financial Statements, which is an integral part of this
report.

                                      102
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                              WRL                     WRL                     WRL
                                                     GE/SCOTTISH EQUITABLE            GE                 THIRD AVENUE
                                                     INTERNATIONAL EQUITY         U.S. EQUITY                VALUE
                                                          SUBACCOUNT              SUBACCOUNT              SUBACCOUNT
                                                    ----------------------- ----------------------- -----------------------
                                                         DECEMBER 31,            DECEMBER 31,            DECEMBER 31,
                                                    ----------------------- ----------------------- -----------------------
                                                        1999        1998        1999        1998        1999      1998(1)
                                                    ----------- ----------- ----------- ----------- ----------- -----------
<S>                                                 <C>         <C>         <C>         <C>         <C>         <C>
OPERATIONS:
 Net investment income (loss) .....................   $   325     $   (32)   $  1,730    $    434     $    61     $   (11)
 Net gain (loss) on investment securities .........     1,104         369       1,544       1,411         365        (142)
                                                      -------     -------    --------    --------     -------     -------
 Net increase (decrease) in net assets
  resulting from operations .......................     1,429         337       3,274       1,845         426        (153)
                                                      -------     -------    --------    --------     -------     -------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........       761       3,972      12,169      10,178         730       2,932
                                                      -------     -------    --------    --------     -------     -------
 Less cost of units redeemed:
  Administrative charges ..........................       644         433       2,237         862         218         138
  Policy loans ....................................       101         196         422         159          52           8
  Surrender benefits ..............................       258          35         444         113          80          26
  Death benefits ..................................         1         107           8          63           3           0
                                                      -------     -------    --------    --------     -------     -------
                                                        1,004         771       3,111       1,197         353         172
                                                      -------     -------    --------    --------     -------     -------
  Increase (decrease) in net assets from
   capital unit transactions ......................      (243)      3,201       9,058       8,981         377       2,760
                                                      -------     -------    --------    --------     -------     -------
  Net increase (decrease) in net assets ...........     1,186       3,538      12,332      10,826         803       2,607
 Depositor's equity contribution
  (net redemption) ................................         0           0           0           0        (199)        200
NET ASSETS:
 Beginning of year ................................     5,827       2,289      14,084       3,258       2,807           0
                                                      -------     -------    --------    --------     -------     -------
 End of year ......................................   $ 7,013     $ 5,827    $ 26,416    $ 14,084     $ 3,411     $ 2,807
                                                      =======     =======    ========    ========     =======     =======
UNIT ACTIVITY:
 Units outstanding - beginning of year ............       489         215         919         259         304           0
 Units issued .....................................       672         767       1,292       1,266         258         495
 Units redeemed ...................................      (686)       (493)       (743)       (606)       (240)       (191)
                                                      -------     -------    --------    --------     -------     -------
 Units outstanding - end of year ..................       475         489       1,468         919         322         304
                                                      =======     =======    ========    ========     =======     =======
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.


                                      103
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                             WRL                 WRL             WRL              WRL
                                                         J.P. MORGAN        GOLDMAN SACHS   GOLDMAN SACHS    T. ROWE PRICE
                                                    REAL ESTATE SECURITIES      GROWTH        SMALL CAP     DIVIDEND GROWTH
                                                          SUBACCOUNT          SUBACCOUNT      SUBACCOUNT      SUBACCOUNT
                                                    ---------------------- --------------- --------------- ----------------
                                                         DECEMBER 31,        DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                    ---------------------- --------------- --------------- ----------------
                                                      1999      1998(1)        1999(1)         1999(1)          1999(1)
                                                    -------- ------------- --------------- --------------- ----------------
<S>                                                 <C>      <C>           <C>             <C>             <C>
OPERATIONS:
 Net investment income (loss) .....................  $   6      $     (4)      $     (2)       $   14           $   (1)
 Net gain (loss) on investment securities .........    (41)       (112)           110              20            (17)
                                                     -----      ------         ------          ------           ----
 Net increase (decrease) in net assets
  resulting from operations .......................    (35)       (116)           108              34            (18)
                                                     -----      ------         ------          ------           ----
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........    (26)        472            871             295            499
                                                     -----      ------         ------          ------           ----
 Less cost of units redeemed:
  Administrative charges ..........................     19           4             18               5              2
  Policy loans ....................................      0          43              2               5              0
  Surrender benefits ..............................      1           0              7               0              3
  Death benefits ..................................      1           0              0               0              0
                                                     -----      ------         ------          ------           ----
                                                        21          47             27              10              5
                                                     -----      ------         ------          ------           ----
  Increase (decrease) in net assets from
   capital unit transactions ......................    (47)        425            844             285            494
                                                     -----      ------         ------          ------           ----
  Net increase (decrease) in net assets ...........    (82)        309            952             319            476
 Depositor's equity contribution
  (net redemption) ................................      0         400             25              25             25
NET ASSETS:
 Beginning of year ................................    709           0              0               0              0
                                                     -----      ------         ------          ------           ----
 End of year ......................................  $ 627      $  709         $  977          $  344           $ 501
                                                     =====      ======         ======          ======           =====
UNIT ACTIVITY:
 Units outstanding - beginning of year ............     84           0              0               0              0
 Units issued .....................................     67         113            106              41             65
 Units redeemed ...................................    (73)        (29)           (19)            (10)           (10)
                                                     -----      ------         ------          ------           -----
 Units outstanding - end of year ..................     78          84             87              31             55
                                                     =====      ======         ======          ======           =====
</TABLE>



See Notes to the Financial Statements, which is an integral part of this
report.

                                      104
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                            WRL               WRL               WRL              WRL
                                                       T. ROWE PRICE        SALOMON       PILGRIM BAXTER       DREYFUS
                                                         SMALL CAP          ALL CAP       MID CAP GROWTH       MID CAP
                                                         SUBACCOUNT       SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
                                                      ---------------   --------------   ----------------   -------------
                                                        DECEMBER 31,     DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                      ---------------   --------------   ----------------   -------------
                                                          1999(1)           1999(1)           1999(1)          1999(1)
                                                      ---------------   --------------   ----------------   -------------
<S>                                                   <C>               <C>              <C>                <C>
OPERATIONS:
 Net investment income (loss) .....................       $   26            $   11           $    5             $   (1)
 Net gain (loss) on investment securities .........          162                15            1,268               16
                                                          ------            ------           ------             ----
 Net increase (decrease) in net assets
  resulting from operations .......................          188                26            1,273               15
                                                          ------            ------           ------             ----
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........          727               344            3,885              297
                                                          ------            ------           ------             ----
 Less cost of units redeemed:
  Administrative charges ..........................           15                 9               37                0
  Policy loans ....................................            0                 3               18                0
  Surrender benefits ..............................            0                 0               30                0
  Death benefits ..................................            0                 0                0                0
                                                          ------            ------           ------             ----
                                                              15                12               85                0
                                                          ------            ------           ------             ----
  Increase (decrease) in net assets from
   capital unit transactions ......................          712               332            3,800              297
                                                          ------            ------           ------             ----
  Net increase (decrease) in net assets ...........          900               358            5,073              312
 Depositor's equity contribution
  (net redemption) ................................           25                25                 (8)            25
NET ASSETS:
 Beginning of year ................................            0                 0                0                0
                                                          ------            ------           --------           ----
 End of year ......................................       $  925            $  383           $ 5,065            $ 337
                                                          ======            ======           ========           =====
UNIT ACTIVITY:
 Units outstanding - beginning of year ............            0                 0                0                0
 Units issued .....................................          161                58              412               52
 Units redeemed ...................................          (86)              (22)             (95)             (19)
                                                          ------            ------           --------           -----
 Units outstanding - end of year ..................           75                36              317               33
                                                          ======            ======           ========           =====
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.

                                      105
<PAGE>

WRL SERIES LIFE ACCOUNT
FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                    WRL J.P. MORGAN MONEY MARKET SUBACCOUNT
                                                     ---------------------------------------------------------------------
                                                                                 DECEMBER 31,
                                                     ---------------------------------------------------------------------
                                                          1999           1998          1997          1996         1995
                                                     -------------- ------------- ------------- ------------- ------------
<S>                                                  <C>            <C>           <C>           <C>           <C>
Accumulation unit value, beginning of year .........    $  16.83      $  16.13      $  15.45      $  14.83      $  14.19
 Income from operations:
  Net investment income (loss) .....................        0.66          0.70          0.68          0.62          0.64
  Net realized and unrealized gain (loss) on
   investment ......................................        0.00          0.00          0.00          0.00          0.00
                                                        --------      --------      --------      --------      --------
   Net income (loss) from operations ...............        0.66          0.70          0.68          0.62          0.64
                                                        --------      --------      --------      --------      --------
Accumulation unit value, end of year ...............    $  17.49      $  16.83      $  16.13      $  15.45      $  14.83
                                                        ========      ========      ========      ========      ========
Total return .......................................        3.92 %        4.36 %        4.37 %        4.17 %        4.49 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $  56,070     $ 24,576      $ 16,440      $ 12,740      $ 10,759
 Ratio of net investment income (loss) to average
  net assets .......................................        3.87 %        4.24 %        4.28 %        4.07 %        4.37 %
</TABLE>


<TABLE>
<CAPTION>
                                                                              WRL AEGON BOND SUBACCOUNT
                                                      -------------------------------------------------------------------------
                                                                                    DECEMBER 31,
                                                      -------------------------------------------------------------------------
                                                            1999           1998          1997          1996           1995
                                                      --------------- ------------- ------------- -------------- --------------
<S>                                                   <C>             <C>           <C>           <C>            <C>
 Accumulation unit value, beginning of year .........    $   22.89      $  21.12      $  19.53       $  19.67       $  16.14
  Income from operations:
   Net investment income (loss) .....................         1.13          1.01          1.01           0.99          1.05
   Net realized and unrealized gain (loss) on
    investment ......................................      (  2.01)         0.76          0.58        (  1.13)         2.48
                                                         ---------      --------      --------       --------       --------
    Net income (loss) from operations ...............      (  0.88)         1.77          1.59        (  0.14)         3.53
                                                         ---------      --------      --------       --------       --------
 Accumulation unit value, end of year ...............    $   22.01      $  22.89      $  21.12       $  19.53       $  19.67
                                                         =========      ========      ========       ========       ========
 Total return .......................................      (  3.81)%        8.34 %        8.18 %      (  0.75)%       21.81  %
 Ratios and supplemental data:
  Net assets at end of year (in thousands) ..........    $   27,129     $ 24,934      $ 17,657       $  11,585     $  10,066
  Ratio of net investment income (loss) to average
   net assets .......................................         5.10 %        4.58 %        5.06 %         5.34 %       5.80   %
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                      106
<PAGE>

WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                             WRL JANUS GROWTH SUBACCOUNT
                                                     ----------------------------------------------------------------------------
                                                                                     DECEMBER 31,
                                                     ----------------------------------------------------------------------------
                                                           1999            1998           1997           1996           1995
                                                     ---------------- -------------- -------------- -------------- --------------
<S>                                                  <C>              <C>            <C>            <C>            <C>
Accumulation unit value, beginning of year .........    $    92.07       $  56.48       $  48.48       $  41.47       $  28.44
 Income from operations:
  Net investment income (loss) .....................         25.03           0.13           5.83           2.88           3.89
  Net realized and unrealized gain (loss) on
   investment ......................................         28.60          35.46           2.17           4.13           9.14
                                                        ----------       --------       --------       --------       --------
   Net income (loss) from operations ...............         53.63          35.59           8.00           7.01          13.03
                                                        ----------       --------       --------       --------       --------
Accumulation unit value, end of year ...............    $   145.70       $  92.07       $  56.48       $  48.48       $  41.47
                                                        ==========       ========       ========       ========       ========
Total return .......................................         58.25 %        63.01 %        16.50 %        16.91 %        45.81 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $ 1,353,957      $ 798,027      $ 450,271      $ 349,491      $ 262,467
 Ratio of net investment income (loss) to average
  net assets .......................................         22.67 %         0.19 %        10.84 %         6.41 %        11.05 %
</TABLE>


<TABLE>
<CAPTION>
                                                                             WRL JANUS GLOBAL SUBACCOUNT
                                                     ---------------------------------------------------------------------------
                                                                                    DECEMBER 31,
                                                     ---------------------------------------------------------------------------
                                                           1999            1998           1997           1996           1995
                                                     ---------------- -------------- -------------- -------------- -------------
<S>                                                  <C>              <C>            <C>            <C>            <C>
Accumulation unit value, beginning of year .........    $    22.94       $  17.80       $  15.13       $  11.95      $   9.80
 Income from operations:
  Net investment income (loss) .....................          2.44           0.82           2.30           1.50          0.45
  Net realized and unrealized gain (loss) on
   investment ......................................         13.53           4.32           0.37           1.68          1.70
                                                        ----------       --------       --------       --------      --------
   Net income (loss) from operations ...............         15.97           5.14           2.67           3.18          2.15
                                                        ----------       --------       --------       --------      --------
Accumulation unit value, end of year ...............    $    38.91       $  22.94       $  17.80       $  15.13      $  11.95
                                                        ==========       ========       ========       ========      ========
Total return .......................................         69.58 %        28.86 %        17.69 %        26.60 %       21.96 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $   451,498      $ 233,256      $ 145,017      $  83,159     $  37,049
 Ratio of net investment income (loss) to average
  net assets .......................................          9.07 %         3.92 %        13.39 %        11.09 %        4.25 %
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                      107
<PAGE>

WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                    WRL LKCM STRATEGIC TOTAL RETURN SUBACCOUNT
                                                     ------------------------------------------------------------------------
                                                                                   DECEMBER 31,
                                                     ------------------------------------------------------------------------
                                                          1999           1998           1997           1996          1995
                                                     -------------- -------------- -------------- -------------- ------------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Accumulation unit value, beginning of year .........    $  20.55       $  18.91       $  15.66       $  13.74      $  11.12
 Income from operations:
  Net investment income (loss) .....................        1.68           0.71           1.56           0.82          0.68
  Net realized and unrealized gain (loss) on
   investment ......................................        0.59           0.93           1.69           1.10          1.94
                                                        --------       --------       --------       --------      --------
   Net income (loss) from operations ...............        2.27           1.64           3.25           1.92          2.62
                                                        --------       --------       --------       --------      --------
Accumulation unit value, end of year ...............    $  22.82       $  20.55       $  18.91       $  15.66      $  13.74
                                                        ========       ========       ========       ========      ========
Total return .......................................       11.07 %         8.66 %        20.77 %        13.97 %       23.55 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $ 106,665      $  98,926      $  80,753      $  55,900     $ 39,648
 Ratio of net investment income (loss) to average
  net assets .......................................        7.93 %         3.67 %         8.89 %         5.76 %        5.47 %
</TABLE>


<TABLE>
<CAPTION>
                                                                       WRL VKAM EMERGING GROWTH SUBACCOUNT
                                                     ------------------------------------------------------------------------
                                                                                   DECEMBER 31,
                                                     ------------------------------------------------------------------------
                                                          1999           1998           1997           1996          1995
                                                     -------------- -------------- -------------- -------------- ------------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Accumulation unit value, beginning of year .........    $  31.96       $  23.48       $  19.51       $  16.56      $  11.38
 Income from operations:
  Net investment income (loss) .....................        9.32           0.91           2.20           0.82          0.65
  Net realized and unrealized gain (loss) on
   investment ......................................       23.71           7.57           1.77           2.13          4.53
                                                        --------       --------       --------       --------      --------
   Net income (loss) from operations ...............       33.03           8.48           3.97           2.95          5.18
                                                        --------       --------       --------       --------      --------
Accumulation unit value, end of year ...............    $  64.99       $  31.96       $  23.48       $  19.51      $  16.56
                                                        ========       ========       ========       ========      ========
Total return .......................................      103.33 %        36.11 %        20.37 %        17.82 %       45.49 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $ 608,130      $ 262,665      $ 164,702      $ 107,925     $ 67,905
 Ratio of net investment income (loss) to average
  net assets .......................................       23.19 %         3.44 %        10.18 %         4.51 %        4.66 %
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.

                                      108
<PAGE>

WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                     WRL ALGER AGGRESSIVE GROWTH SUBACCOUNT
                                                     -----------------------------------------------------------------------
                                                                                  DECEMBER 31,
                                                     -----------------------------------------------------------------------
                                                          1999           1998           1997          1996          1995
                                                     -------------- -------------- ------------- ------------- -------------
<S>                                                  <C>            <C>            <C>           <C>           <C>
Accumulation unit value, beginning of year .........    $  26.67       $  18.10      $  14.70      $  13.43      $   9.82
 Income from operations:
  Net investment income (loss) .....................        4.90           1.33          1.75          0.36          0.37
  Net realized and unrealized gain (loss) on
   investment ......................................       13.10           7.24          1.65          0.91          3.24
                                                        --------       --------      --------      --------      --------
   Net income (loss) from operations ...............       18.00           8.57          3.40          1.27          3.61
                                                        --------       --------      --------      --------      --------
Accumulation unit value, end of year ...............    $  44.67       $  26.67      $  18.10      $  14.70      $  13.43
                                                        ========       ========      ========      ========      ========
Total return .......................................       67.52 %        47.36 %       23.14 %        9.46 %       36.79 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $ 354,178      $ 177,857     $ 94,652      $ 54,408      $ 32,904
 Ratio of net investment income (loss) to average
  net assets .......................................       15.54 %         6.20 %       10.26 %        2.65 %        2.93 %
</TABLE>


<TABLE>
<CAPTION>
                                                                          WRL AEGON BALANCED SUBACCOUNT
                                                     -----------------------------------------------------------------------
                                                                                  DECEMBER 31,
                                                     -----------------------------------------------------------------------
                                                          1999           1998           1997          1996          1995
                                                     -------------- -------------- ------------- ------------- -------------
<S>                                                  <C>            <C>            <C>           <C>           <C>
Accumulation unit value, beginning of year .........    $  15.02       $  14.17      $  12.21      $  11.13      $   9.37
 Income from operations:
  Net investment income (loss) .....................        0.19           0.25          1.55          0.36          0.37
  Net realized and unrealized gain (loss) on
   investment ......................................        0.12           0.60          0.41          0.72          1.39
                                                        --------       --------      --------      --------      --------
   Net income (loss) from operations ...............        0.31           0.85          1.96          1.08          1.76
                                                        --------       --------      --------      --------      --------
Accumulation unit value, end of year ...............    $  15.33       $  15.02      $  14.17      $  12.21      $  11.13
                                                        ========       ========      ========      ========      ========
Total return .......................................        2.11 %         5.98 %       16.06 %        9.73 %       18.73 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $  18,183      $  14,864     $ 10,716      $  6,418      $  3,795
 Ratio of net investment income (loss) to average
  net assets .......................................        1.26 %         1.76 %       11.62 %        3.18 %        3.59 %
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                      109
<PAGE>

WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                   WRL FEDERATED GROWTH & INCOME SUBACCOUNT
                                                     ---------------------------------------------------------------------
                                                                                 DECEMBER 31,
                                                     ---------------------------------------------------------------------
                                                          1999          1998          1997          1996          1995
                                                     ------------- ------------- ------------- ------------- -------------
<S>                                                  <C>           <C>           <C>           <C>           <C>
Accumulation unit value, beginning of year .........   $  16.44      $  16.09      $  13.03      $  11.77      $   9.49
 Income from operations:
  Net investment income (loss) .....................       1.05          0.77          2.61          0.76          0.49
  Net realized and unrealized gain (loss) on
   investment ......................................    (  1.92)      (  0.42)         0.45          0.50          1.79
                                                       --------      --------      --------      --------      --------
   Net income (loss) from operations ...............    (  0.87)         0.35          3.06          1.26          2.28
                                                       --------      --------      --------      --------      --------
Accumulation unit value, end of year ...............   $  15.57      $  16.44      $  16.09      $  13.03      $  11.77
                                                       ========      ========      ========      ========      ========
Total return .......................................    (  5.31)%        2.13 %       23.54 %       10.64 %       24.14 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........   $ 17,389      $ 16,047      $  9,063      $  5,501      $  2,631
 Ratio of net investment income (loss) to average
  net assets .......................................       6.51 %        4.83 %       18.50 %        6.38 %        4.57 %
</TABLE>


<TABLE>
<CAPTION>
                                                                     WRL DEAN ASSET ALLOCATION SUBACCOUNT
                                                     --------------------------------------------------------------------
                                                                                 DECEMBER 31,
                                                     --------------------------------------------------------------------
                                                          1999          1998          1997          1996        1995(1)
                                                     ------------- ------------- ------------- ------------- ------------
<S>                                                  <C>           <C>           <C>           <C>           <C>
Accumulation unit value, beginning of year .........   $  16.74      $  15.60      $  13.50      $  11.90      $  10.00
 Income from operations:
  Net investment income (loss) .....................       0.41          1.58          1.20          0.53          0.61
  Net realized and unrealized gain (loss) on
   investment ......................................    (  1.49)      (  0.44)         0.90          1.07          1.29
                                                       --------      --------      --------      --------      --------
   Net income (loss) from operations ...............    (  1.08)         1.14          2.10          1.60          1.90
                                                       --------      --------      --------      --------      --------
Accumulation unit value, end of year ...............   $  15.66      $  16.74      $  15.60      $  13.50      $  11.90
                                                       ========      ========      ========      ========      ========
Total return .......................................    (  6.48)%        7.36 %       15.55 %       13.40 %       19.03 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........   $ 33,317      $ 39,904      $ 29,123      $ 17,946      $  9,446
 Ratio of net investment income (loss) to average
  net assets .......................................       2.50 %        9.69 %        8.14 %        4.35 %        5.47 %
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                      110
<PAGE>

 WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                      WRL C.A.S.E. GROWTH SUBACCOUNT
                                                       ------------------------------------------------------------
                                                                               DECEMBER 31,
                                                       ------------------------------------------------------------
                                                            1999            1998            1997          1996(1)
                                                       -------------   -------------   -------------   ------------
<S>                                                    <C>             <C>             <C>             <C>
Accumulation unit value, beginning of year .........     $  12.51        $  12.32        $  10.81        $  10.00
 Income from operations:
  Net investment income (loss) .....................         1.52            1.24            1.51            0.37
  Net realized and unrealized gain (loss) on
   investment ......................................         2.57         (  1.05)           0.00            0.44
                                                         --------        --------        --------        --------
   Net income (loss) from operations ...............         4.09            0.19            1.51            0.81
                                                         --------        --------        --------        --------
Accumulation unit value, end of year ...............     $  16.60        $  12.51        $  12.32        $  10.81
                                                         ========        ========        ========        ========
Total return .......................................        32.65 %          1.56 %         14.00 %          8.09 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........     $ 27,509        $ 17,730        $ 11,946        $  4,466
 Ratio of net investment income (loss) to average
  net assets .......................................        10.16 %         10.21 %         12.65 %          6.11 %
</TABLE>


<TABLE>
<CAPTION>
                                                                     WRL NWQ VALUE EQUITY SUBACCOUNT
                                                       ------------------------------------------------------------
                                                                               DECEMBER 31,
                                                       ------------------------------------------------------------
                                                            1999            1998            1997          1996(1)
                                                       -------------   -------------   -------------   ------------
<S>                                                    <C>             <C>             <C>             <C>
Accumulation unit value, beginning of year .........     $  13.16        $  13.94        $  11.25        $  10.00
 Income from operations:
  Net investment income (loss) .....................         0.20            0.95            0.14            0.05
  Net realized and unrealized gain (loss) on
   investment ......................................         0.72         (  1.73)           2.55            1.20
                                                         --------        --------        --------        --------
   Net income (loss) from operations ...............         0.92         (  0.78)           2.69            1.25
                                                         --------        --------        --------        --------
Accumulation unit value, end of year ...............     $  14.08        $  13.16        $  13.94        $  11.25
                                                         ========        ========        ========        ========
Total return .......................................         6.98 %       (  5.63)%         23.93 %         12.51 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........     $ 26,678        $ 26,083        $ 26,714        $  8,887
 Ratio of net investment income (loss) to average
  net assets .......................................         1.42 %          6.84 %          1.05 %          0.77 %
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.


                                      111
<PAGE>

 WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED




<TABLE>
<CAPTION>
                                                        WRL GE/SCOTTISH EQUITABLE
                                                     INTERNATIONAL EQUITY SUBACCOUNT          WRL GE U.S. EQUITY SUBACCOUNT
                                                  -------------------------------------- ----------------------------------------
                                                               DECEMBER 31,                            DECEMBER 31,
                                                  -------------------------------------- ----------------------------------------
                                                      1999         1998        1997(1)        1999          1998        1997(1)
                                                  ------------ ------------ ------------ ------------- ------------- ------------
<S>                                               <C>          <C>          <C>          <C>           <C>           <C>
Accumulation unit value, beginning of year ......   $  11.92     $  10.65     $  10.00     $  15.33      $  12.59      $  10.00
 Income from operations:
  Net investment income (loss) ..................       0.62      (  0.09)     (  0.03)        1.38          0.73          0.99
  Net realized and unrealized gain (loss) on
   investment ...................................       2.22         1.36         0.68         1.28          2.01          1.60
                                                    --------     --------     --------     --------      --------      --------
   Net income (loss) from operations ............       2.84         1.27         0.65         2.66          2.74          2.59
                                                    --------     --------     --------     --------      --------      --------
Accumulation unit value, end of year ............   $  14.76     $  11.92     $  10.65     $  17.99      $  15.33      $  12.59
                                                    ========     ========     ========     ========      ========      ========
Total return ....................................      23.84 %      11.84 %       6.54 %      17.35 %       21.78 %       25.89 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) .......   $  7,013     $  5,827     $  2,289     $ 26,416      $ 14,084      $  3,258
 Ratio of net investment income (loss) to average
  net assets ....................................       5.09 %    (  0.81)%    (  0.28)%       8.27 %        5.30 %        8.28 %
</TABLE>


<TABLE>
<CAPTION>
                                                                   WRL                           WRL
                                                               THIRD AVENUE                  J.P. MORGAN
                                                                  VALUE                 REAL ESTATE SECURITIES
                                                                SUBACCOUNT                    SUBACCOUNT
                                                       ----------------------------   --------------------------
                                                               DECEMBER 31,                  DECEMBER 31,
                                                       ----------------------------   --------------------------
                                                            1999          1998(1)         1999         1998(1)
                                                       -------------   ------------   -----------   ------------
<S>                                                    <C>             <C>            <C>           <C>
Accumulation unit value, beginning of year .........     $   9.23        $  10.00       $  8.46       $  10.00
 Income from operations:
  Net investment income (loss) .....................         0.19         (  0.05)         0.07        (  0.05)
  Net realized and unrealized gain (loss) on
   investment ......................................         1.17         (  0.72)       ( 0.47)       (  1.49)
                                                         --------        --------       -------       --------
   Net income (loss) from operations ...............         1.36         (  0.77)       ( 0.40)       (  1.54)
                                                         --------        --------       -------       --------
Accumulation unit value, end of year ...............     $  10.59        $   9.23       $  8.06       $   8.46
                                                         ========        ========       =======       ========
Total return .......................................        14.68 %       (  7.67)%      ( 4.63)%      ( 15.44)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........     $  3,411        $  2,807       $   627       $    709
 Ratio of net investment income (loss) to average
  net assets .......................................         1.98 %       (  0.52)%        0.95%       (  0.90)%
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                      112
<PAGE>

 WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED


<TABLE>
<CAPTION>
                                                                                                 WRL
                                                             WRL               WRL          T. ROWE PRICE          WRL
                                                        GOLDMAN SACHS     GOLDMAN SACHS        DIVIDEND       T. ROWE PRICE
                                                            GROWTH          SMALL CAP           GROWTH          SMALL CAP
                                                          SUBACCOUNT        SUBACCOUNT        SUBACCOUNT       SUBACCOUNT
                                                       ---------------   ---------------   ---------------   --------------
                                                         DECEMBER 31,      DECEMBER 31,      DECEMBER 31,     DECEMBER 31,
                                                       ---------------   ---------------   ---------------   --------------
                                                           1999(1)           1999(1)           1999(1)           1999(1)
                                                       ---------------   ---------------   ---------------   --------------
<S>                                                    <C>               <C>               <C>               <C>
Accumulation unit value, beginning of year .........      $  10.00          $  10.00          $  10.00          $  10.00
 Income from operations:
  Net investment income (loss) .....................       (  0.05)             0.76           (  0.04)             0.41
  Net realized and unrealized gain (loss) on
   investment ......................................          1.34              0.16           (  0.80)             1.90
                                                          --------          --------          --------          --------
   Net income (loss) from operations ...............          1.29              0.92           (  0.84)             2.31
                                                          --------          --------          --------          --------
Accumulation unit value, end of period .............      $  11.29          $  10.92          $   9.16          $  12.31
                                                          ========          ========          ========          ========
Total return .......................................         12.91 %            9.23 %         (  8.37)%           23.09 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........      $    944          $    344          $    501          $    925
 Ratio of net investment income (loss) to average
  net assets .......................................       (  0.90)%           15.66 %         (  0.90)%            8.13 %
</TABLE>


<TABLE>
<CAPTION>
                                                                               WRL
                                                             WRL             PILGRIM            WRL
                                                           SALOMON           BAXTER           DREYFUS
                                                           ALL CAP       MID CAP GROWTH       MID CAP
                                                         SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
                                                       --------------   ----------------   -------------
                                                        DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                       --------------   ----------------   -------------
                                                           1999(1)           1999(1)          1999(1)
                                                       --------------   ----------------   -------------
<S>                                                    <C>              <C>                <C>
Accumulation unit value, beginning of year .........      $  10.00          $  10.00         $  10.00
 Income from operations:
  Net investment income (loss) .....................          0.40              0.04          (  0.04)
  Net realized and unrealized gain (loss) on
   investment ......................................          0.30              5.94             0.18
                                                          --------          --------         --------
   Net income (loss) from operations ...............          0.70              5.98             0.14
                                                          --------          --------         --------
Accumulation unit value, end of period .............      $  10.70          $  15.98         $  10.14
                                                          ========          ========         ========
Total return .......................................          7.02 %           59.78 %           1.44 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........      $    383          $  5,065         $    337
 Ratio of net investment income (loss) to average
  net assets .......................................          8.07 %            0.62 %        (  0.90)%
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.

                                      113
<PAGE>

WRL SERIES LIFE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS
AT DECEMBER 31, 1999

NOTE 1 -- ORGANIZATION AND SUMMARY OF
               SIGNIFICANT ACCOUNTING POLICIES

The WRL Series Life Account (the "Life Account"), was established as a variable
life insurance separate account of Western Reserve Life Assurance Co. of Ohio
("WRL", or the "depositor") and is registered as a unit investment trust under
the Investment Company Act of 1940, as amended. The Life Account contains
twenty-three investment options referred to as subaccounts. Each subaccount
invests in the corresponding Portfolio of the WRL Series Fund, Inc.
(collectively referred to as the "Fund" and individually as a "Portfolio"), a
registered management investment company under the Investment Company Act of
1940, as amended.


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


Effective May 1, 1999 the names on the following subaccounts were changed:



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

The Financial Statements reflect a full twelve month period for each year
reported on, except as follows:


<TABLE>
<CAPTION>
SUBACCOUNT                                          INCEPTION DATE
- ------------------------------------------------   ---------------
<S>                                                <C>
WRL Dean Asset Allocation                              01/03/1995
WRL C.A.S.E. Growth                                    05/01/1996
WRL NWQ Value Equity                                   05/01/1996
WRL GE/Scottish Equitable International Equity         01/02/1997
WRL GE U.S. Equity                                     01/02/1997
WRL Third Avenue Value                                 01/02/1998
WRL J.P. Morgan Real Estate Securities                 05/01/1998
WRL Goldman Sachs Growth                               07/01/1999
WRL Goldman Sachs Small Cap                            07/01/1999
WRL T. Rowe Price Dividend Growth                      07/01/1999
WRL T. Rowe Price Small Cap                            07/01/1999
WRL Salomon All Cap                                    07/01/1999
WRL Pilgrim Baxter Mid Cap Growth                      07/01/1999
WRL Dreyfus Mid Cap                                    07/01/1999
</TABLE>

On July 1, 1999, WRL made initial contributions totaling $175,000 to the Life
Account. The respective amounts of the contributions and units received are as
follows:


<TABLE>
<CAPTION>
SUBACCOUNT                             CONTRIBUTION      UNITS
- -----------------------------------   --------------   --------
<S>                                   <C>              <C>
WRL Goldman Sachs Growth              $ 25,000         2,500
WRL Goldman Sachs Small Cap             25,000         2,500
WRL T. Rowe Price Dividend Growth       25,000         2,500
WRL T. Rowe Price Small Cap             25,000         2,500
WRL Salomon All Cap                     25,000         2,500
WRL Pilgrim Baxter Mid Cap Growth       25,000         2,500
WRL Dreyfus Mid Cap                     25,000         2,500
</TABLE>

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


The following significant accounting policies, which are in conformity with
accounting principles generally accepted in the United States, have been
consistently applied in the preparation of the Life Account Financial
Statements. The preparation of the Financial Statements required management to
make estimates and assumptions that affect the reported amounts and
disclosures. Actual results could differ from those estimates.


                                      114
<PAGE>

 WRL SERIES LIFE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
AT DECEMBER 31, 1999

NOTE 1 -- (CONTINUED)
A. VALUATION OF INVESTMENTS AND SECURITIES TRANSACTIONS

Investments in the Fund's shares are valued at the closing net asset value
("NAV") per share of the underlying Portfolio, as determined by the Fund.
Investment transactions are accounted for on the trade date at the Portfolio
NAV next determined after receipt of sale or redemption orders without sales
charges. Dividend income and capital gains distributions are recorded on the
ex-dividend date. The cost of investments sold is determined on a first-in,
first-out basis.


B. FEDERAL INCOME TAXES

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


NOTE 2 -- CHARGES AND DEDUCTIONS


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


A. POLICY CHARGES

Under some forms of the Policies, a sales charge and premium taxes are deducted
by WRL prior to allocation of policy owner payments to the subaccounts.
Contingent surrender charges may also apply.


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


B. LIFE ACCOUNT CHARGES

A daily charge equal to an annual rate of .90 % of average daily net assets is
assessed to compensate WRL for assumption of mortality and expense risks for
administrative services in connection with issuance and administration of the
Policies. This charge (not assessed at the individual contract level)
effectively reduces the value of a unit outstanding during the year.

NOTE 3 -- DIVIDEND DISTRIBUTIONS


Dividends are not declared by the Life Account, since the increase in the value
of the underlying investment in the Fund is reflected daily in the accumulation
unit value used to calculate the equity value within the Life Account.
Consequently, a dividend distribution by the underlying Fund does not change
either the accumulation unit value or equity values within the Life Account.


NOTE 4 -- SECURITIES TRANSACTIONS

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


<TABLE>
<CAPTION>
                                             PURCHASES       PROCEEDS
                                                OF          FROM SALES
SUBACCOUNT                                  SECURITIES     OF SECURITIES
- ----------------------------------------   ------------   --------------
<S>                                        <C>            <C>
WRL J.P. Morgan Money Market               $ 133,389      $ 99,679
WRL AEGON Bond                                11,936         7,386
WRL Janus Growth                             329,222        36,072
WRL Janus Global                              71,976         7,800
WRL LKCM Strategic Total Return               14,849         9,892
WRL VKAM Emerging Growth                     188,708        61,487
WRL Alger Aggressive Growth                   83,923         9,614
WRL AEGON Balanced                             4,525         1,311
WRL Federated Growth & Income                  5,634         2,209
WRL Dean Asset Allocation                      4,351         7,517
WRL C.A.S.E. Growth                           10,787         4,903
WRL NWQ Value Equity                           6,846         7,419
WRL GE/Scottish Equitable
  International Equity                         5,739         5,682
WRL GE U.S. Equity                            13,901         3,164
WRL Third Avenue Value                         1,611         1,344
WRL J.P. Morgan Real Estate Securities           519           554
WRL Goldman Sachs Growth                         977           115
WRL Goldman Sachs Small Cap                      374            47
WRL T. Rowe Price Dividend Growth                543            35
WRL T. Rowe Price Small Cap                    1,428           666
WRL Salomon All Cap                              551           183
WRL Pilgrim Baxter Mid Cap Growth              4,402           620
WRL Dreyfus Mid Cap                              470           164
</TABLE>

NOTE 5 -- FINANCIAL HIGHLIGHTS

Per unit information has been computed using average units outstanding
throughout each period. Total return is not annualized for periods of less than
one year. The ratio of net investment income (loss) to average net assets is
annualized for periods of less than one year.

                                      115
<PAGE>
                        REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Western Reserve Life Assurance Co. of Ohio

     We have audited the accompanying statutory-basis balance sheets of Western
Reserve Life Assurance Co. of Ohio (wholly owned indirectly by AEGON N.V.) as
of December 31, 1999 and 1998, and the related statutory-basis statements of
operations, changes in capital and surplus, and cash flows for each of the
three years in the period ended December 31, 1999. Our audits also included the
statutory-basis financial statement schedules required by Regulation S-X,
Article 7. These financial statements and schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits. We did not audit the
"Separate Account Assets" and "Separate Account Liabilities" in the
statutory-basis balance sheets of the Company. The Separate Account financial
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the data included for the
Separate Accounts, is based solely upon the reports of the other auditors.


     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.


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


     In our opinion, because of the effects of the matter described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of Western Reserve Life Assurance Co. of Ohio at December
31, 1999 and 1998, or the results of its operations or its cash flows for each
of the three years in the period ended December 31, 1999.


     However, in our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly, in all
material respects, the financial position of Western Reserve Life Assurance Co.
of Ohio at December 31, 1999 and 1998, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1999, in conformity with accounting practices prescribed or permitted by the
Insurance Department of the State of Ohio. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
statutory-basis financial statements taken as a whole, present fairly in all
material respects the information set forth therein.


                                                  ERNST & YOUNG LLP


Des Moines, Iowa
February 18, 2000


                                      116
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       BALANCE SHEETS -- STATUTORY BASIS
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                       DECEMBER 31
                                                              -----------------------------
                                                                   1999            1998
                                                              -------------   -------------
<S>                                                           <C>             <C>
ADMITTED ASSETS
Cash and invested assets:
 Cash and short-term investments ..........................   $    23,932      $   73,808
 Bonds ....................................................       119,731         184,697
 Common stocks:
  Affiliated entities (cost: 1999 and 1998 - $243).........         2,156             704
  Other (cost: 1999 and 1998 - $302).......................           358             384
 Mortgage loans on real estate ............................         9,698           9,916
  Home office properties ..................................        34,066          34,583
  Investment properties ...................................        11,078          11,594
  Policy loans ............................................       182,975         112,982
  Other invested assets ...................................            --             396
                                                              -----------      ----------
Total cash and invested assets ............................       383,994         429,064
Premiums deferred and uncollected .........................           785             900
Accrued investment income .................................         1,638           2,867
Transfers from separate accounts due or accrued ...........       463,721         350,633
Cash surrender value of life insurance policies ...........        47,518          45,445
Other assets ..............................................         6,614           9,239
Separate account assets ...................................    11,587,982       6,999,290
                                                              -----------      ----------
Total admitted assets .....................................   $12,492,252      $7,837,438
                                                              ===========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      117
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                       BALANCE SHEETS -- STATUTORY BASIS
                                  (CONTINUED)
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31
                                                                              -----------------------------
                                                                                   1999            1998
                                                                              --------------   ------------
<S>                                                                           <C>              <C>
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
 Aggregate reserves for policies and contracts:
  Life ....................................................................    $   302,138     $  231,596
  Annuity .................................................................        268,864        265,418
 Policy and contract claim reserves .......................................          9,269          9,233
 Other policyholders' funds ...............................................         38,633         38,080
 Remittances and items not allocated ......................................         20,686         20,569
 Federal income taxes payable .............................................          5,873          5,716
 Asset valuation reserve ..................................................          3,809          2,848
 Interest maintenance reserve .............................................          7,866          9,684
 Short-term note payable to affiliate .....................................         17,100         44,200
 Payable to affiliate .....................................................            964         37,907
 Other liabilities ........................................................         49,478         31,151
 Separate account liabilities .............................................     11,582,656      6,997,456
                                                                               -----------     ----------
Total liabilities .........................................................     12,307,336      7,693,858
Commitments and contingencies (NOTE 11) ...................................
Capital and surplus:
 Common stock, $1.00 par value, 3,000,000 shares authorized and
   2,500,000 shares issued and outstanding at December 31, 1999 and
   1,500,000 shares authorized, issued and outstanding at December 31, 1998          2,500          1,500
 Paid-in surplus ..........................................................        120,107        120,107
 Unassigned surplus .......................................................         62,309         21,973
                                                                               -----------     ----------
Total capital and surplus .................................................        184,916        143,580
                                                                               -----------     ----------
Total liabilities and capital and surplus .................................    $12,492,252     $7,837,438
                                                                               ===========     ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      118
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                  STATEMENTS OF OPERATIONS -- STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31
                                                                            --------------------------------------------
                                                                                 1999            1998           1997
                                                                            -------------   -------------   ------------
<S>                                                                         <C>             <C>             <C>
Revenues:
 Premiums and other considerations, net of reinsurance:
  Life ..................................................................    $  584,729      $  476,053      $  394,370
  Annuity ...............................................................     1,104,525         794,841         822,149
 Net investment income ..................................................        39,589          36,315          40,013
 Amortization of interest maintenance reserve ...........................         1,751             744           1,576
 Commissions and expense allowances on reinsurance ceded ................         4,178          15,333              11
 Income from fees associated with investment management,
   administration and contract guarantees for separate accounts .........        19,620          72,817              --
 Other income ...........................................................        44,366          67,751           3,016
                                                                             ----------      ----------      ----------
                                                                              1,798,758       1,463,854       1,261,135
Benefits and expenses:
 Benefits paid or provided for:
  Life ..................................................................        35,591          42,982          28,060
  Surrender benefits ....................................................       689,535         551,528         431,939
  Other benefits ........................................................        32,201          31,280          28,112
  Increase (decrease) in aggregate reserves for policies and
    contracts:
   Life .................................................................        70,542          42,940          29,485
   Annuity ..............................................................         3,446         (30,872)        (35,940)
   Other ................................................................          (121)         32,178             794
                                                                             ----------      ----------      ----------
                                                                                831,194         670,036         482,450
Insurance expenses:
 Commissions ............................................................       246,334         205,939         179,106
 General insurance expenses .............................................       112,536         102,611          70,546
 Taxes, licenses and fees ...............................................        19,019          15,545          13,101
 Net transfers to separate accounts .....................................       540,443         475,435         519,214
 Other expenses .........................................................            --              59              21
                                                                             ----------      ----------      ----------
                                                                                918,332         799,589         781,988
                                                                             ----------      ----------      ----------
                                                                              1,749,526       1,469,625       1,264,438
                                                                             ----------      ----------      ----------
Gain (loss) from operations before federal income tax expense
  (benefit) and net realized capital gains
  (losses) on investments ...............................................        49,232          (5,771)         (3,303)
Federal income tax expense (benefit) ....................................        11,816            (347)            469
                                                                             ----------      ----------      ----------
Gain (loss) from operations before net realized capital gains (losses)
  on investments ........................................................        37,416          (5,424)         (3,772)
Net realized capital gains (losses) on investments
  (net of related federal income taxes and amounts transferred to
  interest maintenance reserve) .........................................          (716)          1,494             747
                                                                             ----------      ----------      ----------
Net income (loss) .......................................................    $   36,700      $   (3,930)     $   (3,025)
                                                                             ==========      ==========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      119
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


        STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                    TOTAL
                                                         COMMON      PAID-IN      UNASSIGNED     CAPITAL AND
                                                          STOCK      SURPLUS        SURPLUS        SURPLUS
                                                        --------   -----------   ------------   ------------
<S>                                                     <C>        <C>           <C>            <C>
Balance at January 1, 1997 ..........................    $1,500     $ 68,015       $ 26,041       $ 95,556
 Net loss ...........................................        --           --         (3,025)        (3,025)
 Change in non-admitted assets ......................        --           --           (702)          (702)
 Change in asset valuation reserve ..................        --           --          3,274          3,274
 Change in surplus in separate accounts .............        --           --         (2,115)        (2,115)
 Change in reserve valuation ........................        --           --         (1,872)        (1,872)
 Capital contribution ...............................        --       20,000             --         20,000
 Tax effect of capital loss carry-forward utilized by
   affiliates .......................................        --           --          3,747          3,747
                                                         ------     --------       --------       --------
Balance at December 31, 1997 ........................     1,500       88,015         25,348        114,863
 Net loss ...........................................        --           --         (3,930)        (3,930)
 Change in net unrealized capital gains .............        --           --            248            248
 Change in non-admitted assets ......................        --           --         (1,815)        (1,815)
 Change in asset valuation reserve ..................        --           --           (412)          (412)
 Change in surplus in separate accounts .............        --           --           (341)          (341)
 Change in reserve valuation ........................        --           --         (2,132)        (2,132)
 Capital contribution ...............................        --       32,092             --         32,092
 Settlement of prior period tax returns .............        --           --            353            353
 Tax benefits on stock options exercised ............        --           --          4,654          4,654
                                                         ------     --------       --------       --------
Balance at December 31, 1998 ........................     1,500      120,107         21,973        143,580
Net income ..........................................        --           --         36,700         36,700
 Change in net unrealized capital gains .............        --           --          1,421          1,421
 Change in non-admitted assets ......................        --           --            703            703
 Change in asset valuation reserve ..................        --           --           (961)          (961)
 Change in surplus in separate accounts .............        --           --            451            451
 Transfer from unassigned surplus to common
   stock (stock dividend) ...........................     1,000           --         (1,000)            --
 Settlement of prior period tax returns .............        --           --          1,000          1,000
 Tax benefits on stock options exercised ............        --           --          2,022          2,022
                                                         ------     --------       --------       --------
Balance at December 31, 1999 ........................    $2,500     $120,107       $ 62,309       $184,916
                                                         ======     ========       ========       ========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      120
<PAGE>

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO STATEMENTS OF CASH FLOWS --
                                STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31
                                                                   ---------------------------------------------
                                                                        1999            1998            1997
                                                                   -------------   -------------   -------------
<S>                                                                <C>             <C>             <C>
OPERATING ACTIVITIES
Premiums and other considerations, net of reinsurance ..........    $1,738,870      $1,356,732      $1,223,898
Net investment income ..........................................        44,235          38,294          43,802
Life and accident and health claims ............................       (35,872)        (44,426)        (26,005)
Surrender benefits and other fund withdrawals ..................      (689,535)       (551,528)       (431,939)
Other benefits to policyholders ................................       (32,642)        (31,231)        (28,147)
Commissions, other expenses and other taxes ....................      (382,372)       (326,080)       (262,901)
Net transfers to separate accounts .............................      (628,762)       (461,982)       (596,347)
Federal income taxes received (paid) ...........................        (9,637)         11,956           5,006
Interest paid ..................................................            --              --            (731)
Other, net .....................................................       (21,054)         (7,109)        (14,901)
                                                                    ----------      ----------      ----------
Net cash used in operating activities ..........................       (16,769)        (15,374)        (88,265)
INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
 Bonds and preferred stocks ....................................       114,177         143,449         146,963
 Mortgage loans on real estate .................................           212             221           2,116
 Other .........................................................            18              --              --
                                                                       114,407         143,670         149,079
Cost of investments acquired
 Bonds and preferred stocks ....................................       (49,279)        (68,202)        (40,418)
 Common stocks .................................................            --             (93)           (150)
 Mortgage loans on real estate .................................            (1)         (5,313)           (891)
 Real estate ...................................................          (286)        (26,213)        (12,002)
 Policy loans ..................................................       (69,993)        (36,241)        (24,137)
 Other .........................................................          (855)           (414)             --
                                                                    ----------      ----------      ----------
                                                                      (120,414)       (136,476)        (77,598)
Net cash provided by (used in) investing activities ............        (6,007)          7,194          71,481
FINANCING ACTIVITIES
Issuance (payment) of short-term note payable to
  affiliate, net ...............................................       (27,100)         36,000           8,200
Capital contribution ...........................................            --          32,092          20,000
                                                                    ----------      ----------      ----------
Net cash provided by (used in) financing activities ............       (27,100)         68,092          28,200
                                                                    ----------      ----------      ----------
Increase (decrease) in cash and short-term investments .........       (49,876)         59,912          11,416
Cash and short-term investments at beginning of year ...........        73,808          13,896           2,480
                                                                    ----------      ----------      ----------
Cash and short-term investments at end of year .................    $   23,932      $   73,808      $   13,896
                                                                    ==========      ==========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      121
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

     Western Reserve Life Assurance Co. of Ohio ("the Company") is a stock life
insurance company and is a wholly-owned subsidiary of First AUSA Life Insurance
Company which, in turn, is a wholly-owned subsidiary of AEGON USA, Inc.
("AEGON"). AEGON is an indirect wholly-owned subsidiary of AEGON N.V., a
holding company organized under the laws of The Netherlands.


NATURE OF BUSINESS


     The Company operates predominantly in the variable universal life and
variable annuity areas of the life insurance business. The Company is licensed
in 49 states, District of Columbia, Puerto Rico and Guam. Sales of the
Company's products are through financial planners, independent representatives,
financial institutions and stockbrokers. The majority of the Company's new life
insurance written and a substantial portion of new annuities written is done
through one marketing organization; the Company expects to maintain this
relationship for the foreseeable future.


BASIS OF PRESENTATION


     The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Such estimates and assumptions
could change in the future as more information becomes known, which could
impact the amounts reported and disclosed herein.


     The accompanying financial statements have been prepared in conformity
with accounting practices prescribed or permitted by the Insurance Department
of the State of Ohio ("Insurance Department"), which practices differ from
generally accepted accounting principles. The more significant of these
differences are as follows: (a) bonds are generally reported at amortized cost
rather than segregating the portfolio into held-to-maturity (reported at
amortized cost), available-for-sale (reported at fair value), and trading
(reported at fair value) classifications; (b) acquisition costs of acquiring
new business are expensed as incurred rather than deferred and amortized over
the life of the policies; (c) policy reserves on traditional life products are
based on statutory mortality rates and interest which may differ from reserves
based on reasonable assumptions of expected mortality, interest, and
withdrawals which include a provision for possible unfavorable deviation from
such assumptions; (d) policy reserves on certain investment products use
discounting methodologies utilizing statutory interest rates rather than full
account values; (e) reinsurance amounts are netted against the corresponding
asset or

                                      122
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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


liability rather than shown as gross amounts on the balance sheet; (f) deferred
income taxes are not provided for the difference between the financial
statement amounts and income tax bases of assets and liabilities; (g) net
realized gains or losses attributed to changes in the level of interest rates
in the market are deferred and amortized over the remaining life of the bond or
mortgage loan, rather than recognized as gains or losses in the statement of
operations when the sale is completed; (h) potential declines in the estimated
realizable value of investments are provided for through the establishment of a
formula-determined statutory investment reserve (reported as a liability),
changes to which are charged directly to surplus, rather than through
recognition in the statement of operations for declines in value, when such
declines are judged to be other than temporary; (i) certain assets designated
as "non-admitted assets" have been charged to unassigned surplus rather than
being reported as assets; (j) revenues for universal life and investment
products consist of the entire premiums received rather than policy charges for
the cost of insurance, policy administration charges, amortization of policy
initiation fees and surrender charges assessed; (k) pension expense is recorded
as amounts are paid rather than accrued and expensed during the periods in
which the employers provide service; (l) stock options settled in cash are
recorded as an expense of the Company's indirect parent rather than charged to
current operations; (m) adjustments to federal income taxes of prior years are
charged or credited directly to unassigned surplus, rather than reported as a
component of income tax expense in the statement of operations; and (n) the
financial statements of wholly-owned affiliates are not consolidated with those
of the Company. The effects of these variances have not been determined by the
Company, but are presumed to be material.


     In 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles ("Codification") effective
January 1, 2001. Codification will likely change, to some extent, prescribed
statutory accounting practices and may result in changes to the accounting
practices that the Company uses to prepare its statutory-basis financial
statements. Codification will require adoption by the various states before it
becomes the prescribed statutory basis of accounting for insurance companies
domesticated within those states. Accordingly, before Codification becomes
effective for the Company, the State of Ohio must adopt Codification as the
prescribed basis of accounting on which domestic insurers must report their
statutory-basis results to the Insurance Department. At this time it is unclear
whether the State of Ohio will adopt Codification. However, based on current
guidance, management believes that the impact of Codification will not be
material to the Company's statutory-basis financial statements.

                                      123
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

     Other significant statutory accounting practices are as follows:


CASH AND CASH EQUIVALENTS


     For purposes of the statements of cash flows, the Company considers all
highly liquid investments with remaining maturities of one year or less when
purchased to be cash equivalents.


INVESTMENTS


     Investments in bonds (except those to which the Securities Valuation
Office of the NAIC has ascribed a value), mortgage loans on real estate and
short-term investments are reported at cost adjusted for amortization of
premiums and accrual of discounts. Amortization is computed using methods which
result in a level yield over the expected life of the investment. The Company
reviews its prepayment assumptions on mortgage and other asset backed
securities at regular intervals and adjusts amortization rates retrospectively
when such assumptions are changed due to experience and/or expected future
patterns. Common stocks of unaffiliated companies are carried at market, and
the related unrealized capital gains/(losses) are reported in unassigned
surplus without any adjustment for federal income taxes. Common stocks of the
Company's wholly-owned affiliates are recorded at the equity in net assets.
Home office and investment properties are reported at cost less allowances for
depreciation. Depreciation is computed principally by the straight-line method.
Policy loans are reported at unpaid principal. Other "admitted assets" are
valued, principally at cost, as required or permitted by Ohio Insurance Laws.


     Realized capital gains and losses are determined on the basis of specific
identification and are recorded net of related federal income taxes. The Asset
Valuation Reserve (AVR) is established by the Company to provide for potential
losses in the event of default by issuers of certain invested assets. These
amounts are determined using a formula prescribed by the NAIC and are reported
as a liability. The formula for the AVR provides for a corresponding adjustment
for realized gains and losses. Under a formula prescribed by the NAIC, the
Company defers, in the Interest Maintenance Reserve (IMR), the portion of
realized gains and losses on sales of fixed income investments, principally
bonds and mortgage loans, attributable to changes in the general level of
interest rates and amortizes those deferrals over the remaining period to
maturity of the security.


     During 1999, 1998 and 1997, net realized capital gains (losses) of $(67),
$1,294 and $3,259, respectively, were credited to the IMR rather than being
immediately

                                      124
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

recognized in the statements of operations. Amortization of these net gains
aggregated $1,751, $744 and $1,576 for the years ended December 31, 1999, 1998
and 1997, respectively.


     Interest income is recognized on an accrual basis. The Company does not
accrue income on bonds in default, mortgage loans on real estate in default
and/or foreclosure or which are delinquent more than twelve months, or real
estate where rent is in arrears for more than three months. Further, income is
not accrued when collection is uncertain. No investment income due and accrued
has been excluded for the years ended December 31, 1999, 1998 and 1997, with
respect to such practices.


AGGREGATE RESERVES FOR POLICIES


     Life and annuity reserves are developed by actuarial methods and are
determined based on published tables using statutorily specified interest rates
and valuation methods that will provide, in the aggregate, reserves that are
greater than or equal to the minimum required by law.


     The aggregate policy reserves for life insurance policies are based
principally upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary
Mortality Tables. The reserves are calculated using interest rates ranging from
2.25 to 5.50 percent and are computed principally on the Net Level Premium
Valuation and the Commissioners' Reserve Valuation Methods. Reserves for
universal life policies are based on account balances adjusted for the
Commissioners' Reserve Valuation Method.


     Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including excess interest reserves to cover
situations where the future interest guarantees plus the decrease in surrender
charges are in excess of the maximum valuation rates of interest. Reserves for
immediate annuities and supplementary contracts with life contingencies are
equal to the present value of future payments assuming interest rates ranging
from 5.75 to 8.75 percent and mortality rates, where appropriate, from a
variety of tables.


POLICY AND CONTRACT CLAIM RESERVES


     Claim reserves represent the estimated accrued liability for claims
reported to the Company and claims incurred but not yet reported through the
statement date. These reserves are estimated using either individual case-basis
valuations or statistical analysis techniques. These estimates are subject to
the effects of trends in claim severity and frequency. The estimates are
continually reviewed and adjusted as necessary as experience develops or new
information becomes available.

                                      125
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

SEPARATE ACCOUNTS


     Assets held in trust for purchases of variable universal life and variable
annuity contracts and the Company's corresponding obligation to the contract
owners are shown separately in the balance sheets. The assets in the separate
accounts are valued at market. Income and gains and losses with respect to the
assets in the separate accounts accrue to the benefit of the policyholders and,
accordingly, the operations of the separate accounts are not included in the
accompanying financial statements. The separate accounts do not have any
minimum guarantees and the investment risks associated with market value
changes are borne entirely by the policyholders. The Company received variable
contract premiums of $1,675,642, $1,240,858 and $1,164,013 in 1999, 1998 and
1997, respectively. All variable account contracts are subject to discretionary
withdrawal by the policyholder at the market value of the underlying assets
less the current surrender charge. Separate account contractholders have no
claim against the assets of the general account.


STOCK OPTION PLAN


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


RECLASSIFICATIONS


     Certain reclassifications have been made to the 1998 and 1997 financial
statements to conform to the 1999 presentation.


2. FAIR VALUES OF FINANCIAL INSTRUMENTS


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

                                      126
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. In that
regard, the derived fair value estimates cannot be substantiated by comparisons
to independent markets and, in many cases, could not be realized in immediate
settlement of the instrument. Statement of Financial Accounting Standards No.
107 excludes certain financial instruments and all nonfinancial instruments
from its disclosure requirements and allows companies to forego the disclosures
when those estimates can only be made at excessive cost. Accordingly, the
aggregate fair value amounts presented do not represent the underlying value of
the Company.


     The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:


     CASH AND SHORT-TERM INVESTMENTS: The carrying amounts reported in the
     statutory-basis balance sheet for these instruments approximate their fair
     values.


     INVESTMENT SECURITIES: Fair values for fixed maturity securities
     (including redeemable preferred stocks) are based on quoted market prices,
     where available. For fixed maturity securities not actively traded, fair
     values are estimated using values obtained from independent pricing
     services or (in the case of private placements) are estimated by
     discounting expected future cash flows using a current market rate
     applicable to the yield, credit quality, and maturity of the investments.
     The fair values for equity securities are based on quoted market prices.


     MORTGAGE LOANS AND POLICY LOANS: The fair values for mortgage loans are
     estimated utilizing discounted cash flow analyses, using interest rates
     reflective of current market conditions and the risk characteristics of
     the loans. The fair value of policy loans are assumed to equal their
     carrying value.


     INVESTMENT CONTRACTS: Fair values for the Company's liabilities under
     investment-type insurance contracts are estimated using discounted cash
     flow calculations, based on interest rates currently being offered for
     similar contracts with maturities consistent with those remaining for the
     contracts being valued.


     Fair values for the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk, which minimizes exposure to
changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.

                                      127
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

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


<TABLE>
<CAPTION>
                                                               December 31
                                          -----------------------------------------------------
                                                     1999                       1998
                                          --------------------------- -------------------------
                                             Carrying                   Carrying
                                              Amount      Fair Value     Amount     Fair Value
                                          ------------- ------------- ------------ ------------
<S>                                       <C>           <C>           <C>          <C>
    ADMITTED ASSETS
    Cash and short-term investments .....  $    23,932   $    23,932   $   73,808   $   73,808
    Bonds ...............................      119,731       119,076      184,697      192,556
    Common stocks, other than affiliates           358           358          384          384
    Mortgage loans on real estate .......        9,698         9,250        9,916       10,390
    Policy loans ........................      182,975       182,975      112,982      112,982
    Separate account assets .............   11,587,982    11,587,982    6,999,290    6,999,290
    LIABILITIES
    Investment contract liabilities .....      301,403       294,342      297,349      294,105
    Separate account annuities ..........    8,271,548     8,079,141    5,096,680    5,038,296
</TABLE>


                                      128
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999
3. INVESTMENTS


     The carrying amount and estimated fair value of investments in debt
securities are as follows:

<TABLE>
<CAPTION>
                                                                      Gross        Gross     Estimated
                                                        Carrying   Unrealized   Unrealized     Fair
                                                         Amount       Gains       Losses       Value
                                                       ---------- ------------ ------------ ----------
<S>                                                    <C>        <C>          <C>          <C>
     DECEMBER 31, 1999
     Bonds:
      United States Government and agencies ..........  $  4,755     $    4       $   66     $  4,693
      State, municipal and other government ..........     2,185         12           --        2,197
      Public utilities ...............................    13,134        129          368       12,895
      Industrial and miscellaneous ...................    52,997      1,213        1,208       53,002
      Mortgage and other asset-backed securities .....    46,660        480          851       46,289
                                                        --------     ------       ------     --------
     Total bonds .....................................  $119,731     $1,838       $2,493     $119,076
                                                        ========     ======       ======     ========
     DECEMBER 31, 1998
     Bonds: ..........................................
      United States Government and agencies ..........  $  4,749     $   83       $   --     $  4,832
      State, municipal and other government ..........     3,234        117           --        3,351
      Public utilities ...............................    18,792        818          251       19,359
      Industrial and miscellaneous ...................    96,332      6,685          577      102,440
      Mortgage and other asset-backed securities .....    61,590      1,235          251       62,574
                                                        --------     ------       ------     --------
     Total bonds .....................................  $184,697     $8,938       $1,079     $192,556
                                                        ========     ======       ======     ========
</TABLE>

     The carrying amount and fair value of bonds at December 31, 1999 by
contractual maturity are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without penalties.

<TABLE>
<CAPTION>
                                                                          Estimated
                                                             Carrying       Fair
                                                              Amount        Value
                                                            ----------   ----------
<S>                                                         <C>          <C>
     Due in one year or less ............................    $ 10,521     $ 10,560
     Due one through five years .........................      32,248       31,993
     Due five through ten years .........................      17,342       17,104
     Due after ten years ................................      12,960       13,130
                                                             --------     --------
                                                               73,071       72,787
     Mortgage and other asset-backed securities .........      46,660       46,289
                                                             --------     --------
                                                             $119,731     $119,076
                                                             ========     ========
</TABLE>


                                      129
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


3. INVESTMENTS--(CONTINUED)
     A detail of net investment income is presented below:


<TABLE>
<CAPTION>
                                                     Year ended December 31
                                              ------------------------------------
                                                 1999         1998         1997
                                              ----------   ----------   ----------
<S>                                           <C>          <C>          <C>
     Interest on bonds ....................    $ 12,094     $ 17,150     $ 25,723
     Dividends on equity investments from
      subsidiaries ........................      18,555       13,233       10,855
     Interest on mortgage loans ...........         746          499          478
     Rental income on real estate .........       5,794        2,839        1,371
     Interest on policy loans .............       9,303        6,241        4,656
     Other investment income ..............         414          540           26
                                               --------     --------     --------
     Gross investment income ..............      46,906       40,502       43,109
     Investment expenses ..................      (7,317)      (4,187)      (3,096)
                                               --------     --------     --------
     Net investment income ................    $ 39,589     $ 36,315     $ 40,013
                                               ========     ========     ========
</TABLE>

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

<TABLE>
<CAPTION>
                                               Year ended December 31
                                       ---------------------------------------
                                           1999          1998          1997
                                       -----------   -----------   -----------
<S>                                    <C>           <C>           <C>
     Proceeds ......................    $114,177      $143,449      $146,963
                                        ========      ========      ========
     Gross realized gains ..........    $  1,762      $  4,641      $  3,921
     Gross realized losses .........       1,709           899           626
                                        --------      --------      --------
     Net realized gains ............    $     53      $  3,742      $  3,295
                                        ========      ========      ========
</TABLE>

     At December 31, 1999, bonds with an aggregate carrying value of $4,152
were on deposit with certain state regulatory authorities or were restrictively
held in bank custodial accounts for benefit of such state regulatory
authorities, as required by statute.

                                      130
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


3. INVESTMENTS--(CONTINUED)

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


<TABLE>
<CAPTION>
                                                                        Realized
                                                          -------------------------------------
                                                                 Year ended December 31
                                                          -------------------------------------
                                                             1999         1998          1997
                                                          ---------   -----------   -----------
<S>                                                       <C>         <C>           <C>
     Debt securities ..................................    $   53      $  3,742      $  3,295
     Other invested assets ............................        18           (18)           --
                                                           ------      --------      --------
                                                               71         3,724         3,295
     Tax expense ......................................      (854)         (936)         (711)
     Transfer to interest maintenance reserve .........        67        (1,294)       (3,259)
                                                           ------      --------      --------
     Net realized gains (losses) ......................    $ (716)     $  1,494      $    747
                                                           ======      ========      ========
</TABLE>


<TABLE>
<CAPTION>
                                                                           Changes in Unrealized
                                                                  ----------------------------------------
                                                                           Year ended December 31
                                                                  ----------------------------------------
                                                                      1999           1998          1997
                                                                  ------------   ------------   ----------
<S>                                                               <C>            <C>            <C>
     Debt securities ..........................................     $ (8,514)      $ (3,985)      $ (896)
     Common stocks ............................................        1,426            248           --
                                                                    --------       --------       ------
     Change in unrealized appreciation (depreciation) .........     $ (7,088)      $  (3737)      $ (896)
                                                                    ========       ========       ======
</TABLE>

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

<TABLE>
<CAPTION>
                                          Unrealized
                                      -------------------
                                          December 31
                                      -------------------
                                         1999       1998
                                      ---------   -------
<S>                                   <C>         <C>
     Unrealized gains .............    $1,995      $ 579
     Unrealized losses ............       (26)       (36)
                                       ------      -----
     Net unrealized gains .........    $1,969      $ 543
                                       ======      =====
</TABLE>

     During 1999, the Company did not issue any mortgage loans. The Company
requires all mortgagees to carry fire insurance equal to the value of the
underlying property.


     During 1999, 1998 and 1997, no mortgage loans were foreclosed and
transferred to real estate. During 1999 and 1998, the Company held a mortgage
loan loss reserve in the asset valuation reserve of $110 and $112,
respectively.


     At December 31, 1999, the Company had no investments (excluding U. S.
Government guaranteed or insured issues) which individually represented more
than ten percent of capital and surplus and the asset valuation reserve,
collectively.

                                      131
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999
4. REINSURANCE


     The Company reinsures portions of certain insurance policies which exceed
its established limits, thereby providing a greater diversification of risk and
minimizing exposure on larger risks. The Company remains contingently liable
with respect to any insurance ceded, and this would become an actual liability
in the event that the assuming insurance company became unable to meet its
obligations under the reinsurance treaty.


<TABLE>
<CAPTION>
                                                Year ended December 31
                                     ---------------------------------------------
                                          1999            1998            1997
                                     -------------   -------------   -------------
<S>                                  <C>             <C>             <C>
     Direct premiums .............    $1,748,265      $1,345,752      $1,219,271
     Reinsurance assumed .........            --             461           2,389
     Reinsurance ceded ...........       (59,011)        (75,319)         (5,141)
                                      ----------      ----------      ----------
     Net premiums earned .........    $1,689,254      $1,270,894      $1,216,519
                                      ==========      ==========      ==========
</TABLE>

     The Company received reinsurance recoveries in the amount of $4,916,
$5,260 and $2,288 during 1999, 1998 and 1997, respectively. At December 31,
1999 and 1998, estimated amounts recoverable from reinsurers that have been
deducted from policy and contract claim reserves totaled $1,557 and $1,003,
respectively. The aggregate reserves for policies and contracts were reduced
for reserve credits for reinsurance ceded at December 31, 1999 and 1998 of
$3,487 and $2,849, respectively.


5.  INCOME TAXES


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

                                      132
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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


<TABLE>
<CAPTION>
                                                                                  Year ended December 31
                                                                        ------------------------------------------
                                                                            1999           1998           1997
                                                                        ------------   ------------   ------------
<S>                                                                     <C>            <C>            <C>
     Computed tax (benefit) at federal statutory rate (35%) .........    $  17,231       $ (2,019)      $ (1,156)
     Deferred acquisition costs -- tax basis ........................       11,344          9,672          9,164
     Tax reserve valuation ..........................................       (2,272)         1,513           (194)
     Excess tax depreciation ........................................         (727)          (442)          (127)
     Amortization of IMR ............................................         (613)          (260)          (552)
     Dividend received deduction ....................................      (10,784)        (6,657)        (5,326)
     Prior year over-accrual ........................................       (3,167)        (2,322)        (1,541)
     Other, net .....................................................          804            168            201
                                                                         ---------       --------       --------
     Federal income tax expense (benefit) ...........................    $  11,816       $   (347)      $    469
                                                                         =========       ========       ========
</TABLE>

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


     Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation, but
was accumulated for income tax purposes in a memorandum account referred to as
the policyholders' surplus account. No federal income taxes have been provided
for in the financial statements on income deferred in the policyholders'
surplus account ($293 at December 31, 1999). To the extent dividends are paid
from the amount accumulated in the policyholders' surplus account, net earnings
would be reduced by the amount of tax required to be paid. Should the entire
amount in the policyholders' surplus account become taxable, the tax thereon
computed at current rates would amount to approximately $103.


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


     In 1999, the Company received $1,000 from its former parent, an
unaffiliated company, for reimbursement of prior period tax payments made by
the Company but owed by the former parent. In 1998, the Company reached a final
settlement with the

                                      133
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999
Internal Revenue Service for 1994 and 1995 resulting in a tax refund of $300
and interest received of $53. Tax settlements for 1999 and 1998 were credited
directly to unassigned surplus.


6. POLICY AND CONTRACT ATTRIBUTES


     A portion of the Company's policy reserves and other policyholders' funds
relate to liabilities established on a variety of the Company's products,
primarily separate accounts, that are not subject to significant mortality or
morbidity risk; however, there may be certain restrictions placed upon the
amount of funds that can be withdrawn without penalty. The amount of reserves
on these products, by withdrawal characteristics are summarized as follows:


<TABLE>
<CAPTION>
                                                                           December 31
                                                      ------------------------------------------------------
                                                                 1999                        1998
                                                      --------------------------   -------------------------
                                                                        Percent                     Percent
                                                          Amount       of Total        Amount       of Total
                                                      -------------   ----------   -------------   ---------
<S>                                                   <C>             <C>          <C>             <C>
     Subject to discretionary withdrawal with
      market value adjustment .....................    $   12,534           0%      $   12,810          0%
     Subject to discretionary withdrawal at book
      value less surrender charge .................        73,903           1           76,289          1
     Subject to discretionary withdrawal at market
      value .......................................     8,271,441          96        5,096,680         94
     Subject to discretionary withdrawal at book
      value (minimal or no charges or
      adjustments) ................................       217,372           3          210,270          4
     Not subject to discretionary withdrawal
      provision ...................................        15,433           0           15,681          1
                                                       ----------          --       ----------         --
                                                        8,590,683         100%       5,411,730        100%
                                                                          ===                         ===
     Less reinsurance ceded .......................         1,581                        1,131
                                                       ----------                   ----------
     Total policy reserves on annuities and deposit
      fund liabilities ............................    $8,589,102                   $5,410,599
                                                       ==========                   ==========
</TABLE>

                                      134
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


6. POLICY AND CONTRACT ATTRIBUTES--(CONTINUED)

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


<TABLE>
<CAPTION>
                                                                   Year ended December 31
                                                        ---------------------------------------------
                                                             1999            1998            1997
                                                        -------------   -------------   -------------
<S>                                                     <C>             <C>             <C>
     Transfers as reported in the summary of
       operations of the separate accounts statement:
     Transfers to separate accounts .................    $1,675,642      $1,240,858      $1,164,013
     Transfers from separate accounts ...............     1,056,207         774,690         646,477
                                                         ----------      ----------      ----------
     Net transfers to separate accounts .............       619,435         466,168         517,536
     Reconciling adjustments -- change in accruals
       for investment management, administration
       fees and contract guarantees, reinsurance and
       separate account surplus .....................       (78,992)          9,267           1,678
                                                         ----------      ----------      ----------
     Transfers as reported in the summary of
       operations of the life, accident and health
       annual statement .............................    $  540,443      $  475,435      $  519,214
                                                         ==========      ==========      ==========
</TABLE>

     Reserves on the Company's traditional life insurance products are computed
using mean reserving methodologies. These methodologies result in the
establishment of assets for the amount of the net valuation premiums that are
anticipated to be received between the policy's paid-through date to the
policy's next anniversary date. At December 31, 1999 and 1998, these assets
(which are reported as premiums deferred and uncollected) and the amounts of
the related gross premiums and loadings, are as follows:

<TABLE>
<CAPTION>
                                                    Gross      Loading      Net
                                                  ---------   ---------   -------
<S>                                               <C>         <C>         <C>
     DECEMBER 31, 1999
     Ordinary direct renewal business .........    $1,017        $232      $785
                                                   ------        ----      ----
                                                   $1,017        $232      $785
                                                   ======        ====      ====
     DECEMBER 31, 1998
     Ordinary direct renewal business .........    $1,101        $201      $900
                                                   ------        ----      ----
                                                   $1,101        $201      $900
                                                   ======        ====      ====
</TABLE>

     In 1994, the NAIC enacted a guideline to clarify reserving methodologies
for contracts that require immediate payment of claims upon proof of death of
the insured. Companies were allowed to grade the effects of the change in
reserving methodologies over five years. A direct charge to surplus of $2,132
and $1,872 was made for the years ended December 31, 1998 and 1997,
respectively, related to the change in reserve methodology.

                                      135
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999
7. DIVIDEND RESTRICTIONS


     The Company is subject to limitations, imposed by the State of Ohio, on
the payment of dividends to its parent company. Generally, dividends during any
twelve month period may not be paid; without prior regulatory approval, in
excess of the greater of (a) 10 percent of statutory capital and surplus as of
the preceding December 31, or (b) statutory gain from operations for the
preceding year. Subject to the availability of unassigned surplus at the time
of such dividend, the maximum payment which may be made in 2000, without the
prior approval of insurance regulatory authorities, is $36,700.


8. CAPITAL STRUCTURE


     During 1999, the Company's Board of Director's approved an amendment to
the Company's Articles of Incorporation which increased the number of
authorized capital shares to 3,000,000. The Board of Directors also authorized
a stock dividend in the amount of $1,000, which was transferred from unassigned
surplus. This amendment and stock dividend were in response to a change in
California law which requires all life insurance companies which do business in
the state to have capital stock of at least $2,500.


9. RETIREMENT AND COMPENSATION PLANS


     The Company's employees participate in a qualified benefit plan sponsored
by AEGON. The Company has no legal obligation for the plan. The Company
recognizes pension expense equal to its allocation from AEGON. The pension
expense is allocated among the participating companies based on the Statement
of Financial Accounting Standards No. 87 expense as a percent of salaries. The
benefits are based on years of service and the employee's compensation during
the highest five consecutive years of employment. Pension expense aggregated
$1,105, $917 and $659 for the years ended December 31, 1999, 1998 and 1997,
respectively. The plan is subject to the reporting and disclosure requirements
of the Employee Retirement and Income Security Act of 1974.


     The Company's employees also participate in a contributory defined
contribution plan sponsored by AEGON which is qualified under Section 401(k) of
the Internal Revenue Service Code. Employees of the Company who customarily
work at least 1,000 hours during each calendar year and meet the other
eligibility requirements are participants of the plan. Participants may elect
to contribute up to fifteen percent of their salary to the plan. The Company
will match an amount up to three percent of the participant's salary.
Participants may direct all of their contributions and plan balances to be
invested in a variety of investment options. The plan is subject to the
reporting and disclosure requirements of the Employee Retirement and Income
Security Act of 1974.

                                      136
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

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

                               DECEMBER 31, 1999


9. RETIREMENT AND COMPENSATION PLANS--(CONTINUED)
Pension expense related to this plan was $816, $632 and $448 for the years
ended December 31, 1999, 1998 and 1997, respectively.


     AEGON sponsors supplemental retirement plans to provide the Company's
senior management with benefits in excess of normal pension benefits. The plans
are noncontributory and benefits are based on years of service and the
employee's compensation level. The plans are unfunded and nonqualified under
the Internal Revenue Code. In addition, AEGON has established incentive
deferred compensation plans for certain key employees of the Company. AEGON
also sponsors an employee stock option plan for individuals employed at least
three years and a stock purchase plan for its producers, with the participating
affiliated companies establishing their own eligibility criteria, producer
contribution limits and company matching formula. These plans have been accrued
for or funded as deemed appropriate by management of AEGON and the Company.


     In addition to pension benefits, the Company participates in plans
sponsored by AEGON that provide postretirement medical, dental and life
insurance benefits to employees meeting certain eligibility requirements.
Portions of the medical and dental plans are contributory. The expenses of the
postretirement plans calculated on the pay-as-you-go basis are charged to
affiliates in accordance with an intercompany cost sharing arrangement. The
Company expensed $81, $157 and $99 for the years ended December 31, 1999, 1998
and 1997, respectively.


10. RELATED PARTY TRANSACTIONS


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


     The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1999,
1998 and 1997, the Company paid $16,905 $12,763 and $10,040, respectively, for
such services, which approximates their costs to the affiliates. The Company
provides office space, marketing and administrative services to certain
affiliates. During 1999, 1998 and 1997, the Company received $3,755, $5,125 and
$4,395, respectively, for such services, which approximates their cost.


     Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 5.06% at December 31, 1999. During 1999,
1998 and 1997, the Company paid net interest of $1,997, $1,090 and $364,
respectively, to affiliates.


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

                                      137
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


10. RELATED PARTY TRANSACTIONS--(CONTINUED)
     At December 31, 1999 and 1998, the Company had short-term note payables to
an affiliate of $17,100 and $44,200, respectively. Interest on these notes
ranged from 5.15% to 5.9% at December 31, 1999 and 5.13% to 5.54% at December
31, 1998.


     During 1998, the Company purchased life insurance policies covering the
lives of certain employees of the Company. Premiums of $43,500 were paid to an
affiliate for these policies. At December 31, 1999 and 1998, the cash surrender
value of these policies was $47,518 and $45,445, respectively.


11. COMMITMENTS AND CONTINGENCIES


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


     The Company is subject to insurance guaranty laws in the states in which
it writes business. These laws provide for assessments against insurance
companies for the benefit of policyholders and claimants in the event of
insolvency of other insurance companies. Assessments are charged to operations
when received by the Company except where right of offset against other taxes
paid is allowed by law; amounts available for future offsets are recorded as an
asset on the Company's balance sheet. The future obligation has been based on
the most recent information available from the National Organization of Life
and Health Insurance Guaranty Association. Potential future obligations for
unknown insolvencies are not determinable by the Company. The Company has
established a reserve of $3,498 and $3,489 and an offsetting premium tax
benefit of $837 and $828 at December 31, 1999 and 1998, respectively, for its
estimated share of future guaranty fund assessments related to several major
insurer insolvencies. The guaranty fund expense (credit) was $(20), $(74) and
$0 at December 31, 1999, 1998 and 1997, respectively.


12. RECONCILIATION OF CAPITAL AND SURPLUS AND NET INCOME


     The following table reconciles capital and surplus and net income as
reported in the 1998 Annual Statement filed with the Insurance Department of
the State of Ohio, to the amounts reported in the accompanying financial
statements:

                                      138
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


12. RECONCILIATION OF CAPITAL AND SURPLUS AND NET INCOME--(CONTINUED)

<TABLE>
<CAPTION>
                                                                                  Year ended
                                                         December 31, 1998     December 31, 1998
                                                        -------------------   ------------------
                                                           Total Capital
                                                            and Surplus         Net Income/Loss
                                                        -------------------   ------------------
<S>                                                     <C>                   <C>
   Amounts reported in Annual Statement .............        $148,038              $    528
   Adjustment to federal income tax benefit .........          (4,458)               (4,458)
                                                             --------              --------
   Amounts reported herein ..........................        $143,580              $ (3,930)
                                                             ========              ========
</TABLE>


                                      139
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       SUMMARY OF INVESTMENTS OTHER THAN
                        INVESTMENTS IN RELATED PARTIES
                            (DOLLARS IN THOUSANDS)

                               DECEMBER 31, 1999



SCHEDULE I

<TABLE>
<CAPTION>
                                                                                            AMOUNT AT WHICH
                                                                                 FAIR        SHOWN IN THE
TYPE OF INVESTMENT                                               COST (1)        VALUE       BALANCE SHEET
- ------------------------------------------------------------   ------------   ----------   ----------------
<S>                                                            <C>            <C>          <C>
FIXED MATURITIES
Bonds:
 United States Government and government
   agencies and authorities ................................   $   5,827      $ 5,820          $   5,827
 States, municipalities and political subdivisions .........       7,110        7,275              7,110
 Public utilities ..........................................      13,134       12,895             13,134
 All other corporate bonds .................................      93,660       93,086             93,660
                                                               ---------      -------          ---------
Total fixed maturities .....................................     119,731      119,076            119,731
EQUITY SECURITIES
Common stocks:
 Affiliated entities .......................................         243        2,156              2,156
 Industrial, miscellaneous and all other ...................         302          358                358
                                                               ---------      -------          ---------
Total equity securities ....................................         545        2,514              2,514
Mortgage loans on real estate ..............................       9,698                           9,698
Real estate ................................................      45,144                          45,144
Policy loans ...............................................     182,975                         182,975
Cash and short-term investments ............................      23,932                          23,932
                                                               ---------                       ---------
Total investments ..........................................   $ 382,025                       $ 383,994
                                                               =========                       =========
</TABLE>

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


                                      140
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                      SUPPLEMENTARY INSURANCE INFORMATION
                            (DOLLARS IN THOUSANDS)


SCHEDULE III

<TABLE>
<CAPTION>
                                                                                             BENEFITS,
                                                                                              CLAIMS,
                                  FUTURE POLICY    POLICY AND                      NET      LOSSES AND      OTHER
                                   BENEFITS AND     CONTRACT       PREMIUM     INVESTMENT   SETTLEMENT    OPERATING
                                     EXPENSES     LIABILITIES      REVENUE       INCOME*     EXPENSES     EXPENSES*
                                 --------------- ------------- -------------- ------------ ------------ ------------
<S>                              <C>             <C>           <C>            <C>          <C>          <C>
YEAR ENDED DECEMBER 31, 1999
Individual life ................    $ 291,106       $  9,152    $   583,656     $ 10,754    $ 178,237    $ 261,284
Group life .....................       11,032            100          1,073          706        1,437          599
Annuity ........................      268,864             17      1,104,525       28,129      651,520      116,006
                                    ---------       --------    -----------     --------    ---------    ---------
                                    $ 571,002       $  9,269    $ 1,689,254     $ 39,589    $ 831,194    $ 377,889
                                    =========       ========    ===========     ========    =========    =========
YEAR ENDED DECEMBER 31, 1998
Individual life ................    $ 221,050       $  8,624    $   474,120     $  9,884    $ 122,542    $ 230,368
Group life .....................       10,546            100          1,933          723        1,962        2,281
Annuity ........................      265,418            509        794,841       25,708      545,532       91,505
                                    ---------       --------    -----------     --------    ---------    ---------
                                    $ 497,014       $  9,233    $ 1,270,894     $ 36,315    $ 670,036    $ 324,154
                                    =========       ========    ===========     ========    =========    =========
YEAR ENDED DECEMBER 31, 1997
Individual life ................    $ 177,088       $  9,533    $   390,452     $ 13,742    $  88,738    $ 176,303
Group life .....................        9,435            805          3,918          810        3,986        3,292
Annuity ........................      296,290            591        822,149       25,461      389,726       83,179
                                    ---------       --------    -----------     --------    ---------    ---------
                                    $ 482,813       $ 10,929    $ 1,216,519     $ 40,013    $ 482,450    $ 262,774
                                    =========       ========    ===========     ========    =========    =========
</TABLE>

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


                                      141
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                                  REINSURANCE
                            (DOLLARS IN THOUSANDS)


SCHEDULE IV


<TABLE>
<CAPTION>
                                                                   ASSUMED                    PERCENTAGE
                                                    CEDED TO         FROM                     OF AMOUNT
                                       GROSS          OTHER         OTHER           NET        ASSUMED
                                      AMOUNT        COMPANIES     COMPANIES       AMOUNT        TO NET
                                  -------------- -------------- ------------- -------------- -----------
<S>                               <C>            <C>            <C>           <C>            <C>
 YEAR ENDED DECEMBER 31, 1999
 Life insurance in force ........  $63,040,741    $11,297,250    $       --    $51,743,494    0.0%
                                   ===========    ===========    ==========    ===========    ===
 Premiums:
  Individual life ...............  $   604,628    $    20,972    $       --    $   583,656    0.0%
  Group life and health .........        1,383            310            --          1,073    0.0
  Annuity .......................    1,142,254         37,729            --      1,104,525    0.0
                                   -----------    -----------    ----------    -----------    ---
                                   $ 1,748,265    $    59,011    $       --    $ 1,689,254    0.0%
                                   ===========    ===========    ==========    ===========    ===
 YEAR ENDED DECEMBER 31, 1998
 Life insurance in force ........  $51,064,173    $ 9,862,460    $       --    $41,201,713    0.0%
                                   ===========    ===========    ==========    ===========    ===
 Premiums:
  Individual life ...............  $   493,633    $    19,512    $       --    $   474,121    0.0%
  Group life and health .........        1,691            220           461          1,932   23.8
  Annuity .......................      850,428         55,587            --        794,841    0.0
                                   -----------    -----------    ----------    -----------   ----
                                   $ 1,345,752    $    75,319    $      461    $ 1,270,894    .03%
                                   ===========    ===========    ==========    ===========   ====
 YEAR ENDED DECEMBER 31, 1997
 Life insurance in force ........  $40,221,361    $ 6,776,447    $2,692,822    $36,137,736    7.5%
                                   ===========    ===========    ==========    ===========   ====
 Premiums:
  Individual life ...............  $   395,361    $     4,910    $       --    $   390,452    0.0%
  Group life and health .........        1,761            231         2,389          3,918   61.0
  Annuity .......................      822,149             --            --        822,149    0.0
                                   -----------    -----------    ----------    -----------   ----
                                   $ 1,219,271    $     5,141    $    2,389    $ 1,216,519    0.2%
                                   ===========    ===========    ==========    ===========   ====
</TABLE>

                                      142
<PAGE>


                               WRL FREEDOM ELITE
                                  PROSPECTUS B

                                      FOR

                                DISTRIBUTION BY
                              WMA SECURITIES, INC.

<PAGE>


P R O S P E C T U S
MAY 1, 2000
                               WRL FREEDOM ELITE(SM)
                                 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

FOR DISTRIBUTION BY:
WMA SECURITIES, INC.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPOON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

An investment in this Policy is not a bank deposit. The Policy is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

If you already own a life insurance policy, it may not be to your advantage
to buy additional insurance or to replace your policy with the Policy described
in this prospectus.

Prospectuses for the portfolios of: WRL Series Fund, Inc.;
                                    Variable Insurance Products Fund (VIP);
                                    Variable Insurance Products Fund II
                                      (VIP II); and
                                    Variable Insurance Products Fund III
                                      (VIP III)
must accompany this prospectus.

Certain portfolios may not be available in all states. Please read these
documents before investing and save them for future reference.
<PAGE>


TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                              <C>
Glossary .......................................................   1
Policy Summary .................................................   4
Risk Summary ...................................................   9
Portfolio Annual Expense Table .................................  13
Western Reserve and the Fixed Account ..........................  15
    Western Reserve ............................................  15
    The Fixed Account ..........................................  15
The Separate Account and the Portfolios ........................  16
    The Separate Account .......................................  16
    The Funds ..................................................  16
    Addition, Deletion, or Substitution of Investments .........  20
    Your Right to Vote Portfolio Shares ........................  21
The Policy .....................................................  22
    Purchasing a Policy ........................................  22
    Underwriting Standards .....................................  22
    When Insurance Coverage Takes Effect .......................  23
    Ownership Rights ...........................................  24
    Canceling a Policy .........................................  26
Premiums .......................................................  26
    Premium Flexibility ........................................  26
    Planned Periodic Payments ..................................  27
    Minimum Monthly Guarantee Premium ..........................  27
    No Lapse Period ............................................  27
    Premium Limitations ........................................  28
    Making Premium Payments ....................................  28
    Allocating Premiums ........................................  28
Policy Values ..................................................  29
    Cash Value .................................................  29
    Net Surrender Value ........................................  30
    Subaccount Value ...........................................  30
    Subaccount Unit Value ......................................  30
    Fixed Account Value ........................................  31
Transfers ......................................................  32
    General ....................................................  32
    Fixed Account Transfers ....................................  33
    Conversion Rights ..........................................  33
    Dollar Cost Averaging ......................................  34
    Asset Rebalancing Program ..................................  34
    Third Party Asset Allocation Services ......................  35
Charges and Deductions .........................................  36
    Premium Charges ............................................  36
    Monthly Deduction ..........................................  36
    Mortality and Expense Risk Charge ..........................  38

         This Policy is not available in the State of New York.
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                            <C>
    Surrender Charge ............................................ 38
    Pro Rata Decrease Charge .................................... 41
    Transfer Charge ............................................. 42
    Change in Premium Allocation Charge ......................... 42
    Cash Withdrawal Charge ...................................... 42
    Taxes ....................................................... 42
    Portfolio Expenses .......................................... 42
Death Benefit ................................................... 43
    Death Benefit Proceeds ...................................... 43
    Death Benefit ............................................... 43
    Effects of Cash Withdrawals on the Death Benefit ............ 45
    Choosing Death Benefit Options .............................. 45
    Changing the Death Benefit Option ........................... 45
    Decreasing the Specified Amount ............................. 45
    No Increases in the Specified Amount ........................ 46
    Payment Options ............................................. 46
Surrenders and Cash Withdrawals ................................. 46
    Surrenders .................................................. 46
    Cash Withdrawals ............................................ 47
Loans ........................................................... 48
    General ..................................................... 48
    Interest Rate Charged ....................................... 49
    Loan Reserve Interest Rate Credited ......................... 49
    Effect of Policy Loans ...................................... 49
Policy Lapse and Reinstatement .................................. 50
    Lapse ....................................................... 50
    No Lapse Period ............................................. 50
    Reinstatement ............................................... 51
Federal Income Tax Considerations ............................... 51
    Tax Status of the Policy .................................... 51
    Tax Treatment of Policy Benefits ............................ 52
    Special Rules for 403(b) Arrangements ....................... 54
Other Policy Information ........................................ 55
    Our Right to Contest the Policy ............................. 55
    Suicide Exclusion ........................................... 55
    Misstatement of Age or Gender ............................... 55
    Modifying the Policy ........................................ 55
    Benefits at Maturity ........................................ 56
    Payments We Make ............................................ 56
    Settlement Options .......................................... 57
    Reports to Owners ........................................... 58
    Records ..................................................... 58
    Policy Termination .......................................... 58
Supplemental Benefits (Riders) .................................. 59
    Children's Insurance Rider .................................. 59
    Accidental Death Benefit Rider .............................. 59
    Other Insured Rider ......................................... 59
    Disability Waiver Rider ..................................... 60
    Disability Waiver and Income Rider .......................... 60
</TABLE>

                                       ii
<PAGE>


<TABLE>
<S>                                                                <C>
    Primary Insured Rider ("PIR") and Primary Insured
       Rider Plus ("PIR Plus") .................................   60
    Terminal Illness Accelerated Death Benefit Rider ...........   61
IMSA ...........................................................   62
Performance Data ...............................................   62
    Rates of Return ............................................   62
    Hypothetical Illustrations Based on Subaccount Performance .   64
    Other Performance Data in Advertising Sales Literature .....   74
    Western Reserve's Published Ratings ........................   74
Additional Information .........................................   75
    Sale of the Policies .......................................   75
    Legal Matters ..............................................   75
    Legal Proceedings ..........................................   75
    Variations in Policy Provisions ............................   75
    Experts ....................................................   76
    Financial Statements .......................................   76
    Additional Information about Western Reserve ...............   76
    Western Reserve's Directors and Officers ...................   77
    Additional Information about the Separate Account ..........   79
Appendix A -- Illustrations ....................................   80
Appendix B -- Wealth Indices of Investments in the U.S.
              Capital Market ...................................   84
Appendix C -- Surrender Charge Base Premiums (per thousand
              of Specified Amount) .............................   86
Index to Financial Statements ..................................   88
    WRL Series Life Account ....................................   89
    Western Reserve Life Assurance Co. of Ohio .................  116
</TABLE>


                                      iii
<PAGE>

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

<TABLE>
<S>                <C>
 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 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 can name the primary
                   beneficiary and 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 fixed account to
                   secure the Policy loan.
                   -------------------------------------------------------------
 death benefit     The amount we will pay to the beneficiary on the insured's
 proceeds          death. We will reduce the death benefit proceeds by the
                   amount of any outstanding loan amount and any due and unpaid
                   monthly deductions. 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. The fixed
                   account may not be available in all states.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 funds             Investment companies which are registered with the U.S.
                   Securities and Exchange Commission. The Policy allows you to
                   invest in the portfolios of the funds through our
                   subaccounts. We reserve the right to add other registered
                   investment companies to the Policy in the future.
                   -------------------------------------------------------------
 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           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 charge and any outstanding loan amount, and
                   you have not made a sufficient payment by the end of a grace
                   period.
                   -------------------------------------------------------------
 loan amount       The total amount of all outstanding Policy loans, including
                   both principal and interest due.
                   -------------------------------------------------------------
 loan reserve      A part of the fixed account to which amounts are transferred
                   as collateral for Policy loans.
                   -------------------------------------------------------------
</TABLE>

                                       1
<PAGE>


<TABLE>
<S>                 <C>
 maturity date      The Policy anniversary nearest the insured's 95th birthday
                    if the insured is living and the Policy is still in force.
                    It is the date when life insurance coverage under this
                    Policy ends. The maturity date may be extended. You may
                    continue coverage, at your option, under the Policy's
                    maturity date benefit provision.
                    ------------------------------------------------------------
 minimum            The amount shown on your Policy schedule page that we use
 monthly            during the no lapse period to determine whether a grace
 guarantee          period will begin. We will adjust the minimum monthly
 premium            guarantee premium if you change death benefit options,
                    decrease the specified amount, or increase or add a rider.
                    We make this determination whenever your net surrender
                    value is not enough to meet monthly deductions.
                    ------------------------------------------------------------
 Monthiversary      This is the day of each month when we determine Policy
                    charges and deduct them from cash value. It is the same
                    date each month as the Policy date. If there is no
                    valuation date that coincides with the Policy date in a
                    calendar month, the Monthiversary is the next valuation
                    date.
                    ------------------------------------------------------------
 monthly            The monthly Policy charge, plus the monthly cost of
 deduction          insurance, plus the monthly charge for any riders added
                    to your Policy, plus, if any, the pro rata decrease charge
                    incurred as a result of a decrease in your specified amount.
                    ------------------------------------------------------------
 net surrender      The amount we will pay you if you surrender the Policy
 value              while it is in force. 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      The last valuation date of your third Policy year. It is
                    the date prior to which your Policy will not lapse if
                    certain conditions are met, even if the net surrender value
                    is not sufficient to pay the monthly deductions.
                    ------------------------------------------------------------
 office             Our administrative office and mailing address is P.O. Box
                    5068, Clearwater, Florida 33758-5068. Our street address is
                    570 Carillon Parkway, St. Petersburg, Florida 33716. Our
                    phone number is 1-800-851-9777.
                    ------------------------------------------------------------
 planned periodic   A premium payment you make in a level amount at a fixed
 premium            interval over a specified period of time.
                    ------------------------------------------------------------
 Policy date        The date when our underwriting process is complete, full
                    life insurance coverage goes into effect, we begin to make
                    the monthly deductions, and your initial premium is
                    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 a fund.
                    ------------------------------------------------------------
 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>

                                       2
<PAGE>

<TABLE>
<S>                 <C>
 separate account   The WRL Series Life Account. It is a separate investment
                    account that is divided into subaccounts. We established
                    the separate account to receive and invest premiums under
                    the Policy and other variable life insurance policies
                    we issue.
                    ------------------------------------------------------------
 specified amount   The minimum death benefit we will pay under the Policy
                    provided the Policy 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 (level) death benefit.
                    ------------------------------------------------------------
 subaccount         A subdivision of the separate account that invests
                    exclusively in shares of one investment portfolio of a fund.
                    ------------------------------------------------------------
 surrender charge   If during the first 15 Policy years you fully surrender the
                    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.
                    Western Reserve is open for business whenever the New York
                    Stock Exchange is open.
                    ------------------------------------------------------------
 valuation period   The period of time over which we determine the change in
                    the value of the subaccounts. Each valuation period begins
                    at the close of normal trading on the New York Stock
                    Exchange (currently 4:00 p.m. Eastern time on each
                    valuation date) and ends at the close of normal trading of
                    the New York Stock Exchange on the next valuation date.
                    ------------------------------------------------------------
  we, us, our       Western Reserve Life Assurance Co. of Ohio.
  (Western
  Reserve)
                    ------------------------------------------------------------
  written notice    The written notice you must sign and send us to request or
                    exercise your rights as owner under the Policy. To be
                    complete, it must: (1) be in a form we accept, (2) contain
                    the information and documentation that we determine we need
                    to take the action you request, and (3) be received at our
                    office.
                    ------------------------------------------------------------
  you, your         The person entitled to exercise all rights as owner under
  (owner or         the Policy.
  policyowner)
                    ------------------------------------------------------------

</TABLE>

                                       3
<PAGE>

POLICY SUMMARY                                             WRL FREEDOM ELITE(SM)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
     This summary provides only a brief overview of the more important features
of the Policy. More detailed information about the Policy appears later in this
prospectus. PLEASE READ THE REMAINDER OF THIS PROSPECTUS CAREFULLY.


THE POLICY IN GENERAL

     The WRL Freedom Elite(SM) 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 p. 9.) You should consider the Policy
in conjunction with other insurance you own. THE POLICY IS NOT SUITABLE AS A
SHORT-TERM SAVINGS VEHICLE.

     The minimum specified amount for this Policy when issued is $500,000 for
all issue ages.

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

PREMIUMS


o         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.
o         Unplanned premiums may be made, within limits.
o         Premium payments must be at least $84 if paid monthly and $1,000 if
          paid annually.
o         You increase your risk of lapse if you do not regularly pay premiums
          at least as large as the currrent minimum monthly guarantee premium.
o         Until the no laspse date shown on your Policy schedule page, we
          guarantee that your Policy will not lapse, so long as you have paid
          total premiums (MINUS any withdrawals, MINUS any outstanding loans,
          and MINUS any pro rata decrease charge) that equal or exceed the sum
          of the minimum monthly guarantee premiums in effect for each month
          since the Policy date up to and including the current month. If you
          take a withdrawal, a loan, or if you decrease your specified amount,
          you may need to pay additional premiums in order to keep the no lapse
          guarantee in place.
o         The minimum monthly guarantee premium on the Policy date is shown on
          your Policy schedule page. We will adjust the minimum monthly
          guarantee premium if you change death benefit options, decrease the
          specified amount, or increase or add a rider.
o         Under certain circumstances, extra premiums may be required to
          prevent lapse.
o         Once we deliver your Policy, the FREE-LOOK PERIOD begins. You may
          return the Policy during this period and receive a refund.


                                       4
<PAGE>

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

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

INVESTMENT OPTIONS

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

The portfolios available to you are:

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

VARIABLE INSURANCE PRODUCTS FUND (VIP)
[ ] Fidelity VIP Equity-Income Portfolio - Service Class 2

VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
[ ] Fidelity VIP II Contrafund(R) Portfolio - Service Class 2

VARIABLE INSURANCE PRODUCTS FUND III (VIP III)
[ ] Fidelity VIP III Growth Opportunities Portfolio - Service Class 2

     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 3.0%. The fixed account may not be available
in all states.

CASH VALUE

o         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 fixed account to secure the Policy
          loan.


                                       5
<PAGE>

o         Cash value varies from day to day, depending on the investment
          experience of the subaccounts you choose, the interest credited to
          the fixed account, the charges deducted and any other Policy
          transactions (such as additional premium payments, transfers,
          withdrawals, and Policy loans).
o         Cash value is the starting point for calculating important values
          under the Policy, such as net surrender value and the death benefit.
o         There is no guaranteed minimum cash value. The Policy may lapse if
          you do not have sufficient cash value in the Policy to pay the
          monthly deductions, the surrender charge and/or any outstanding loan
          amount (including interest you owe on any Policy loan(s)).
o         The Policy will not lapse during the first three Policy years (that
          is, during the no lapse period) so long as you have paid sufficient
          premiums.

TRANSFERS

o         You can transfer cash value among the subaccounts and the fixed
          account. We charge a $10 transfer processing fee for each transfer
          after the first 12 transfers in a Policy year.
o         You may make transfers in writing, by telephone or by fax.
o         Policy loans reduce the amount of cash value available for transfers.
o         Dollar cost averaging and asset rebalancing programs are available.
o         You may make one transfer per Policy year from the fixed account, and
          we must receive your request to transfer from the fixed account
          within 30 days after a Policy anniversary unless you select dollar
          cost averaging from the fixed account. The amount of your transfer is
          limited to the greater of:
          ->  25% of your value in the fixed account; OR
          ->  the amount you transferred from the fixed account in the
              preceding Policy year.

CHARGES AND DEDUCTIONS

o         MONTHLY POLICY CHARGE: We deduct $5.00 from your cash value each
          month.
o         COST OF INSURANCE CHARGES: Deducted monthly from your cash value.
          Your charges vary each month with the insured's attained age, gender,
          the specified amount, the death benefit option you choose, and the
          investment results of the portfolios in which you invest.
o         MORTALITY AND EXPENSE RISK CHARGE: Deducted daily from each
          subaccount at an annual rate of 0.90% of your average daily net
          assets of each subaccount. We guarantee to reduce this amount to
          0.60% after the first 15 Policy years. We intend to reduce this
          amount to 0.30% in the 16th Policy year but we do not guarantee that
          we will do so.
o         SURRENDER CHARGE: Deducted when a full surrender occurs during the
          first 15 Policy years. One portion is a deferred issue charge equal
          to $5.00 per thousand of initial specified amount. The other is
          calculated by multiplying total premiums paid (up to the surrender
          charge base premium) by 26.5%, and any premium paid above the
          surrender charge base premium by smaller percentages that vary by
          issue age and gender. See Charges and Deductions -- Surrender Charge
          p. 38. THIS CHARGE MAY BE SIGNIFICANT. We reduce the total surrender
          charge at the rate of 20% per year, beginning in Policy

                                       6
<PAGE>

          year 11, until it reaches zero at the end of the 15th Policy year.
          You may have no net surrender value if you surrender your Policy in
          the first few Policy years.
o         PRO RATA DECREASE CHARGE: 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.
o         TRANSFER FEE: We deduct $10 for each transfer in excess of 12 per
          Policy year.
o         RIDER CHARGES: We deduct charges each month for the optional
          insurance benefits (riders) you select. Each rider will have its own
          charge.
o         CASH WITHDRAWAL FEE: We deduct a processing fee for cash withdrawals
          equal to the lesser of $25 or 2% of the withdrawal.
o         PORTFOLIO EXPENSES: The portfolios deduct management fees and
          expenses from the amounts you have invested in the portfolios. Some
          portfolios also deduct 12b-1 fees from portfolio assets. These fees
          and expenses currently range from 0.44% to 1.20% annually, depending
          on the portfolio. See Portfolio Annual Expense Table. See also the
          fund prospectuses.

LOANS

o         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 charge and any already outstanding loan amount.
o         The minimum loan amount is generally $500.
o         You may request a loan by calling us or by writing or faxing us
          written instructions.
o         We currently charge 5.2% interest annually (approximately equal to an
          annual effective rate of 5.5%). You will be charged the interest in
          advance each year on any outstanding loan amount.
o         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.
o         Federal income taxes and a penalty tax may apply to loans you take
          against the Policy.
o         There are risks involved in taking a Policy loan. See Risk Summary p.
          8.

DEATH BENEFIT

o         You must choose one of two death benefit options. We offer the
          following:
o         Option A is the greater of:
              ->  the current specified amount, or
              ->  a specified percentage, multiplied by the Policy's cash
                  value on the date of the insured's death.
o         Option B is the greater of:
              ->  the current specified amount, plus the Policy's cash value
                  on the date of the insured's death, or
              ->  a specified percentage, multiplied by the Policy's cash
                  value on the date of the insured's death.

                                       7
<PAGE>

o         So long as the Policy does not lapse, the minimum death benefit we
          pay under any option will be the current specified amount.
o         The minimum specified amount for a Policy is $500,000 for all issue
          ages. We will state the minimum specified amount in your Policy. You
          cannot decrease the specified amount below this minimum.
o         We will reduce the death benefit proceeds by the amount of any
          outstanding Policy loan, and any due and unpaid charges.
o         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.
o         After the third Policy year, you may change the death benefit option
          or decrease the specified amount (but not both) once each Policy
          year. A change in your death benefit option or a decrease in
          specified amount cannot reduce your specified amount below the
          minimum specified amount as shown in your Policy.
o         Under current tax law, the death benefit should be income tax free to
          the beneficiary.
o         The death benefit is available in a lump sum or a variety of payout
          options.

CASH WITHDRAWALS AND SURRENDERS

o         You may take one withdrawal of cash value per Policy year after the
          first Policy year.
o         The amount of the withdrawal must be:
          ->  at least $500; and
          ->  no more than 10% of the net surrender value. After the tenth
              Policy year, we currently intend to limit the withdrawal
              amount to no more than 25% of the net surrender value.
o         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.
o         There is no surrender charge assessed when you take a cash
          withdrawal.
o         A cash withdrawal will reduce the death benefit by at least the
          amount of the withdrawal. We will not impose a pro rata decrease
          charge when the specified amount is decreased as a result of taking a
          cash withdrawal.
o         If you choose death benefit Option A, we will reduce the current
          specified amount by the dollar amount of the withdrawal. We will not
          impose a pro rata decrease charge when the specified amount is
          decreased as a result of taking a cash withdrawal.
o         Federal income taxes and a penalty tax may apply to cash withdrawals
          and surrenders.
o         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.

                                       8
<PAGE>

INQUIRIES

     If you need more information, please contact us at:
             Western Reserve Life
             P.O. Box 5068
             Clearwater, Florida 33758-5068
             1-800-851-9777
             www.westernreserve.com

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

<TABLE>
<S>                                                                              <C>
 INVESTMENT           If you invest your cash value in one or more
 RISK                 subaccounts, you will be subject to the risk that
                      investment performance could be unfavorable and that the
                      cash value of your Policy would decrease. You could
                      lose everything you invest, and your Policy could lapse.
                      If you select the fixed account, your cash value in
                      the fixed account is credited with a declared rate of
                      interest, but you assume a risk that the rate may
                      decrease, although it will never be lower than a
                      guaranteed minimum annual effective rate of 3.0%.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 RISK OF LAPSE        If your Policy fails to meet certain conditions, we will
                      notify you that the Policy has entered a 61-day grace
                      period and will lapse unless you make a sufficient payment
                      during the grace period.

                      Your Policy contains a three-year no lapse period. Your
                      Policy will not lapse during the first three Policy years
                      as long as you pay sufficient minimum monthly guarantee
                      premiums. If you do not pay these 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 cash 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
                      outstanding loans and any pro rata decrease charge from
                      your premiums paid when we determine whether your minimum
                      monthly guarantee premiums are high enough to keep the no
                      lapse period in effect.

                      If you change death benefit options, decrease the
                      specified amount, or add or increase a rider, we will
                      increase the amount of your minimum monthly guarantee
                      premium.

                      You will lessen the risk of Policy lapse if you keep the
                      no lapse period in effect during the first 3 Policy years.
                      Before you take a cash withdrawal, loan, decrease the
                      specified amount or increase or add a rider, you should
                      consider carefully the effect it will have on the no lapse
                      guarantee.

                      After the no lapse period, your Policy may lapse if loans,
                      withdrawals, the monthly deduction of insurance charges,
                      and insufficient investment returns reduce the net
                      surrender value to zero. The Policy will enter a grace
                      period if on any Monthiversary the net surrender value
                      (that is, the cash value, minus the surrender charge,
                      minus any outstanding loans, plus any interest you paid
</TABLE>

                                       9
<PAGE>


<TABLE>
<S>                   <C>
                      in advance on the loan between the date of surrender and
                      the next Policy anniversary) is not enough to pay the
                      monthly deduction due.

                      A Policy lapse will have adverse tax consequences. See
                      Federal Income Tax Considerations p. 51 and Policy Lapse
                      and Reinstatement p. 50.

                      You may reinstate this Policy within five years after it
                      has lapsed (and prior to the maturity date), if the
                      insured meets the insurability requirements and you pay
                      the amount we require.

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

 TAX RISKS            We expect that the Policy will generally be deemed a life
 (Income Tax          insurance contract under federal tax law, so that the
 aand MEC)            death benefit paid to the beneficiary will not be subject
                      to federal income tax. However, due to lack of guidance,
                      there is less certainty in this regard with respect to
                      Policies issued on a substandard basis. 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 withdrawal 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 cash withdrawals, surrenders and loans taken before
                      you reach age 59 1/2. If a Policy is not treated as a MEC,
                      partial surrenders and withdrawals will not be subject to
                      tax to the extent of your investment in the Policy.
                      Amounts in excess of your investment in the Policy, while
                      subject to tax as ordinary income, will not be subject to
                      a 10% penalty tax. You should consult a qualified tax
                      advisor for assistance in all tax matters involving your
                      Policy.

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

LIMITS ON CASH        The Policy permits you to take only one cash withdrawal
WITHDRAWALS           per Policy year, after the first Policy year has been
                      completed. The amount you may withdraw is limited to 10%
                      of the net surrender value. We currently intend to limit
                      the amount you can withdraw to 25% of the net surrender
                      value after the 10th Policy year.

                      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 by
                      the amount of the withdrawal. If death benefit Option B is
                      in effect when you make a withdrawal, the death benefit
                      will be reduced by the amount the cash value was reduced.
                      In some circumstances, a cash 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 cash
                      withdrawals and surrenders.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

                                       10
<PAGE>


<TABLE>
<S>                   <C>
 LOAN RISKS           A Policy loan, whether or not repaid, will
                      affect cash value over time because we subtract the amount
                      of the loan from the subaccounts and the fixed account and
                      place that amount in the loan reserve 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.

                      We also charge interest on Policy loans at a rate of 5.2%
                      (approximately equal to an annual effective rate of 5.5%)
                      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 that if the
                      loan, insurance charges and unfavorable investment
                      experience reduce your net surrender value, and the no
                      lapse period is no longer in effect, then the Policy will
                      lapse. Adverse tax consequences would result.

                      If a loan from a Policy is outstanding when the Policy is
                      canceled or lapses, then the amount of the outstanding
                      indebtedness will be taxed as if it were a distribution
                      from the Policy. See Federal Income Tax Considerations p.
                      51.

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

EFFECTS OF THE       The surrender charge under this Policy is significant,
 SURRENDER            especially in the early Policy years. It is likely you
 CHARGE               will 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, the
                      surrender charge plays a role in determining whether your
                      Policy will lapse. Each month we will use the cash value
                      (reduced by the surrender charge and reduced by
                      outstanding loans and interest paid in advance not yet
                      earned) to measure whether your Policy will remain or will
                      enter a grace period.

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

</TABLE>

                                       11
<PAGE>


<TABLE>
<S>                                                                              <C>
 COMPARISON           Like fixed benefit life insurance, the Policy offers a
 WITH OTHER           death benefit and provides a cash value, loan privileges
 INSURANCE            and a value on surrender. However, the Policy differs
 POLICIES             from a fixed benefit 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 amounts you place in the subaccounts.
                      In addition, the cash value and net surrender value will
                      always vary with the investment results 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 illustrations in this prospectus are based on
                      hypothetical rates of return that are not guaranteed.
                      They 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. It is
                      almost certain 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.

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

</TABLE>


                                       12
<PAGE>

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

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

ANNUAL PORTFOLIO OPERATING EXPENSES

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

<TABLE>
<CAPTION>
                                                                                     MANAGEMENT     OTHER
 PORTFOLIO                                                                              FEES      EXPENSES
<S>                                                                                    <C>         <C>
 WRL SERIES FUND, INC.(1)(9)
 WRL VKAM Emerging Growth                                                              0.80%       0.07%
 WRL T. Rowe Price Small Cap(5)                                                        0.75%       0.25%
 WRL Goldman Sachs Small Cap(5)                                                        0.90%       0.10%
 WRL Pilgrim Baxter Mid Cap Growth(5)                                                  0.90%       0.10%
 WRL Alger Aggressive Growth                                                           0.80%       0.09%
 WRL Third Avenue Value                                                                0.80%       0.20%
 WRL Value Line Aggressive Growth(6)                                                   0.80%       0.20%
 WRL GE International Equity(2)                                                        1.00%       0.20%
 WRL Janus Global(3)                                                                   0.80%       0.12%
 WRL Great Companies -- Technology(SM)(6)                                              0.80%       0.20%
 WRL Janus Growth(4)                                                                   0.80%       0.05%
 WRL Goldman Sachs Growth(5)                                                           0.90%       0.10%
 WRL GE U.S. Equity                                                                    0.80%       0.13%
 WRL Great Companies -- America(SM)(6)                                                 0.80%       0.20%
 WRL Salomon All Cap(5)                                                                0.90%       0.10%
 WRL C.A.S.E. Growth                                                                   0.80%       0.20%
 WRL Dreyfus Mid Cap(5)                                                                0.85%       0.15%
 WRL NWQ Value Equity                                                                  0.80%       0.10%
 WRL T. Rowe Price Dividend Growth(5)                                                  0.90%       0.10%
 WRL Dean Asset Allocation                                                             0.80%       0.07%
 WRL LKCM Strategic Total Return                                                       0.80%       0.06%
 WRL J.P. Morgan Real Estate Securities                                                0.80%       0.20%
 WRL Federated Growth & Income                                                         0.75%       0.14%
 WRL AEGON Balanced                                                                    0.80%       0.09%
 WRL AEGON Bond                                                                        0.45%       0.08%
 WRL J.P. Morgan Money Market                                                          0.40%       0.04%
 VARIABLE INSURANCE PRODUCTS FUND
  (VIP)
 Fidelity VIP Equity-Income Portfolio -- Service Class 2(8)                            0.48%       0.10%
 VARIABLE INSURANCE PRODUCTS FUND II
  (VIP II)
 Fidelity VIP II Contrafund(R) Portfolio -- Service Class 2(8)                         0.58%       0.12%
 VARIABLE INSURANCE PRODUCTS FUND III
  (VIP III)
 Fidelity VIP III Growth Opportunities Portfolio -- Service
  Class 2(8)                                                                           0.58%       0.13%



<CAPTION>
                                                                                                    TOTAL PORTFOLIO
                                                                                 RULE 12B-1             ANNUAL
 PORTFOLIO                                                                          FEES               EXPENSES
<S>                                                                                 <C>                   <C>
 WRL SERIES FUND, INC.(1)(9)
 WRL VKAM Emerging Growth                                                           N/A                   0.87%
 WRL T. Rowe Price Small Cap(5)                                                     N/A                   1.00%
 WRL Goldman Sachs Small Cap(5)                                                     N/A                   1.00%
 WRL Pilgrim Baxter Mid Cap Growth(5)                                               N/A                   1.00%
 WRL Alger Aggressive Growth                                                        N/A                   0.89%
 WRL Third Avenue Value                                                             N/A                   1.00%
 WRL Value Line Aggressive Growth(6)                                                N/A                   1.00%
 WRL GE International Equity(2)                                                     N/A                   1.20%
 WRL Janus Global(3)                                                                N/A                   0.92%
 WRL Great Companies -- Technology(SM)(6)                                           N/A                   1.00%
 WRL Janus Growth(4)                                                                N/A                   0.85%
 WRL Goldman Sachs Growth(5)                                                        N/A                   1.00%
 WRL GE U.S. Equity                                                                 N/A                   0.93%
 WRL Great Companies -- America(SM)(6)                                              N/A                   1.00%
 WRL Salomon All Cap(5)                                                             N/A                   1.00%
 WRL C.A.S.E. Growth                                                                N/A                   1.00%
 WRL Dreyfus Mid Cap(5)                                                             N/A                   1.00%
 WRL NWQ Value Equity                                                               N/A                   0.90%
 WRL T. Rowe Price Dividend Growth(5)                                               N/A                   1.00%
 WRL Dean Asset Allocation                                                          N/A                   0.87%
 WRL LKCM Strategic Total Return                                                    N/A                   0.86%
 WRL J.P. Morgan Real Estate Securities                                             N/A                   1.00%
 WRL Federated Growth & Income                                                      N/A                   0.89%
 WRL AEGON Balanced                                                                 N/A                   0.89%
 WRL AEGON Bond                                                                     N/A                   0.53%
 WRL J.P. Morgan Money Market                                                       N/A                   0.44%
 VARIABLE INSURANCE PRODUCTS FUND
  (VIP)
 Fidelity VIP Equity-Income Portfolio -- Service Class 2(8)                           0.25%(7)            0.83%
 VARIABLE INSURANCE PRODUCTS FUND II
  (VIP II)
 Fidelity VIP II Contrafund(R) Portfolio -- Service Class 2(8)                        0.25%(7)            0.95%
 VARIABLE INSURANCE PRODUCTS FUND III
  (VIP III)
 Fidelity VIP III Growth Opportunities Portfolio -- Service
  Class 2(8)                                                                          0.25%(7)            0.96%
</TABLE>

(1)  Effective January 1, 1997, the Board of the WRL Series Fund, Inc. ("WRL
     Fund") authorized the WRL Fund to charge each portfolio of the WRL Fund an
     annual Rule 12b-1 fee of up to 0.15% of each portfolio's average daily net
     assets. However, the WRL Fund will not deduct the fee from any portfolio
     before April 30, 2001. You will receive advance written notice if a Rule
     12b-1 fee is to be deducted. See the WRL Fund prospectus for more details.

(2)  Prior to May 1, 2000 this portfolio was known as WRL GE/Scottish Equitable
     International Equity. The fee table reflects estimated 2000 expenses
     because the expense limit for this portfolio will be reduced from 1.50% to
     1.20% effective May 1, 2000.


                                       13
<PAGE>

(3)  WRL Investment Management, Inc. ("WRL Management") currently waives 0.025%
     of its advisory fee on portfolio average daily net assets over $2 billion
     (net fee -- 0.775%). This waiver is voluntary and will be terminated on
     June 25, 2000.
(4)  WRL Management currently waives 0.025% of its advisory fee for the first
     $3 billion of the portfolio's average daily net assets (net fee --
     0.775%); and 0.05% for the portfolio's average daily net assets above $3
     billion (net fee -- 0.75%). This waiver is voluntary and will be
     terminated on June 25, 2000. The fee table reflects estimated 2000
     expenses because of the termination of the fee waiver.
(5)  Because these portfolios did not commence operations until May 3, 1999,
     the percentages set forth as "Other Expenses" and "Total Annual Expenses"
     are annualized.
(6)  Because these portfolios did not commence operations until May 1, 2000,
     the percentages set forth as "Other Expenses" and "Total Annual Expenses"
     reflect estimates of "Other Expenses" for the first year of operations.
(7)  The 12b-1 fee deducted for the Variable Insurance Products Fund (VIP),
     Variable Insurance Products Fund II (VIP II), and Variable Insurance
     Products Fund III (VIP III) (the "Fidelity VIP Funds") covers certain
     shareholder support services provided by companies selling variable
     contracts investing in the Fidelity VIP Funds. The 12b-1 fees assessed
     against the Fidelity VIP Funds shares held for the Policies will be
     remitted to AFSG, the principal underwriter for the Policies.
(8)  Service Class 2 expenses are based on estimated expenses for the year
     2000.
(9)  WRL Management, the investment adviser of the WRL Fund, has undertaken,
     until at least April 30, 2001, to pay expenses on behalf of the portfolios
     of the WRL Fund to the extent normal operating expenses of a portfolio
     exceed a stated percentage of each portfolio's average daily net assets.
     The expense limit, the amount reimbursed by WRL Management during 1999,
     and the expense ratio without the reimbursement are listed below for each
     portfolio:


<TABLE>
<CAPTION>
                                                                   EXPENSE RATIO
                                         EXPENSE    REIMBURSEMENT      WITHOUT
                                          LIMIT         AMOUNT     REIMBURSEMENT
<S>                                       <C>           <C>             <C>
WRL VKAM Emerging Growth                  1.00%      $    N/A            N/A
WRL T. Rowe Price Small Cap               1.00%        63,542           2.46%
WRL Goldman Sachs Small Cap               1.00%        60,555           5.57%
WRL Pilgrim Baxter Mid Cap Growth         1.00%        34,986           1.40%
WRL Alger Aggressive Growth               1.00%           N/A            N/A
WRL Third Avenue Value                    1.00%        10,734           1.06%
WRL Value Line Aggressive Growth          1.00%           N/A            N/A
WRL GE International Equity               1.20%       112,088           1.84%
WRL Janus Global                          1.00%           N/A            N/A
WRL Great Companies -- Technology(SM)     1.00%           N/A            N/A
WRL Janus Growth                          1.00%           N/A            N/A
WRL Goldman Sachs Growth                  1.00%        49,677           2.68%
WRL GE U.S. Equity                        1.00%           N/A            N/A
WRL Great Companies -- America(SM)        1.00%           N/A            N/A
WRL Salomon All Cap                       1.00%        53,174           2.87%
WRL C.A.S.E. Growth                       1.00%           N/A            N/A
WRL Dreyfus Mid Cap                       1.00%        34,541           4.89%
WRL NWQ Value Equity                      1.00%           N/A            N/A
WRL T. Rowe Price Dividend Growth         1.00%        46,989           2.35%
WRL Dean Asset Allocation                 1.00%           N/A            N/A
WRL LKCM Strategic Total Return           1.00%           N/A            N/A
WRL J.P. Morgan Real Estate Securities    1.00%        51,924           2.69%
WRL Federated Growth & Income             1.00%           N/A            N/A
WRL AEGON Balanced                        1.00%           N/A            N/A
WRL AEGON Bond                            0.70%           N/A            N/A
WRL J.P. Morgan Money Market              0.70%           N/A            N/A
</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 funds for the fiscal
year ended December 31, 1999 (except as noted in the footnotes). Expenses of
the funds may be higher or lower in the future. For more information on the
charges described in this table, see the fund prospectuses which accompany this
prospectus.


                                       14
<PAGE>

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

WESTERN RESERVE

     Western Reserve Life Assurance Co. of Ohio is the insurance company
issuing the Policy. Western Reserve was incorporated under Ohio law on October
1, 1957. We have established the separate account to support the investment
options under this Policy and under other variable life insurance policies we
issue. Our general account supports the fixed account under the Policy. Western
Reserve intends to sell this Policy in all states (except New York), 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 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 3.0%. We will determine any interest rate credited in excess of the
guaranteed rate at our sole discretion. We have no specific formula for
determining interest rates.

     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 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 3.0% during any guarantee period at our
sole discretion. You bear the risk that interest we credit will not exceed
3.0%.

     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 may not be available in all states.

     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.


                                       15
<PAGE>

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

THE SEPARATE ACCOUNT

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

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

     The separate account may include other subaccounts that are not available
under the Policies and are not discussed in this prospectus. We may substitute
another subaccount, portfolio or insurance company separate account under the
Policies if, in our judgment, investment in a subaccount or portfolio would no
longer be possible or becomes inappropriate to the purposes of the Policies, or
if investment in another subaccount or insurance company separate account is in
the best interest of owners. No substitution shall take place without notice to
owners and prior approval of the Securities and Exchange Commission ("SEC") and
insurance company regulators, to the extent required by the Investment Company
Act of 1940, as amended (the "1940 Act") and applicable law.

THE FUNDS

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

     Each portfolio's assets are held separate from the assets of the other
portfolios, and each portfolio has investment objectives and policies that are
different from those of the other portfolios. Thus, each portfolio operates as
a separate investment fund, and the income or losses of one portfolio has no
effect on the investment performance of any other portfolio. Pending any prior
approval by a state insurance regulatory authority, certain subaccounts and
corresponding portfolios may not be available to residents of some states.

     Each portfolio's investment objective(s) and policies are summarized
below. THERE IS NO ASSURANCE THAT ANY OF THE PORTFOLIOS WILL ACHIEVE ITS STATED
OBJECTIVE(S). Certain portfolios may have investment objectives and policies
similar to other portfolios that are managed by the same investment adviser or
sub-adviser. 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


                                       16
<PAGE>

comparable to any other portfolio, even those with the same investment adviser
or manager. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE PORTFOLIOS,
INCLUDING A DESCRIPTION OF RISKS, IN THE FUND PROSPECTUSES. YOU SHOULD READ THE
FUND PROSPECTUSES CAREFULLY.


<TABLE>
<CAPTION>
PORTFOLIO                   SUB-ADVISER OR ADVISER              INVESTMENT OBJECTIVE
- -----------------           -------------------------           ----------------------------------
<S>                         <C>                               <C>
WRL VKAM                    -> Van Kampen                       ->   Seeks capital appreciation by
EMERGING                       Asset Management Inc.                 investing primarily in common
GROWTH                                                               stocks of small and medium-sized
                                                                     companies.

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

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

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

WRL ALGER                   -> Fred Alger                       ->   Seeks long-term capital
AGGRESSIVE                     Management, Inc.                      appreciation.
GROWTH

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

WRL VALUE LINE              -> Value Line, Inc.                 ->   Seeks long-term growth of
AGGRESSIVE                                                           capital.
GROWTH

WRL GE                      -> GE Asset Management              ->   Seeks long-term growth of
INTERNATIONAL                  Incorporated*                         capital.
EQUITY

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

WRL GREAT                   -> Great Companies, L.L.C.         ->    Seeks long-term growth of
COMPANIES --                                                         capital.
TECHNOLOGY(SM)

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

* Effective May 1, 2000, GE Asset Management Incorporated will be the sole sub-adviser.
</TABLE>

                                       17
<PAGE>


<TABLE>
<CAPTION>
PORTFOLIO                  SUB-ADVISER OR ADVISER              INVESTMENT OBJECTIVE
- ----------------           -------------------------           -----------------------------------
<S>                        <C>                                 <C>
WRL GOLDMAN           ->   Goldman Sachs Asset           ->    Seeks long-term growth of
SACHS GROWTH               Management                          capital.

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

WRL GREAT             ->   Great Companies, L.L.C.       ->    Seeks long-term growth of
COMPANIES --                                                   capital.
AMERICA(SM)

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

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

WRL DREYFUS           ->   The Dreyfus                   ->    Seeks total investment returns
MID CAP                    Corporation                         (including capital appreciation
                                                               and income), which consistently
                                                               outperform the S&P 400 Mid
                                                               Cap Index.

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

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

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

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

</TABLE>

                                       18
<PAGE>


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

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

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

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

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

FIDELITY VIP              ->   Fidelity Management &        ->    Seeks reasonable income by
EQUITY-INCOME                  Research Company                   investing primarily in income-
PORTFOLIO                                                         producing equity securities.
- -- SERVICE CLASS 2

FIDELITY VIP II           ->   Fidelity Management &        ->    Seeks long-term capital apprecia-
CONTRAFUND                     Research Company                   tion by investing primarily in a
PORTFOLIO                                                         broad variety of common stocks,
- -- SERVICE CLASS 2                                                using both growth-oriented and
                                                                  contrarian disciplines.

FIDELITY VIP III          ->   Fidelity Management &        ->    Seeks capital growth by investing
GROWTH                         Research Company                   in a wide range of common
OPPORTUNITIES                                                     domestic and foreign stocks, and
PORTFOLIO                                                         securities convertible into
- -- SERVICE CLASS 2                                                common stocks.

</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 WRL Fund and manages the WRL Fund in accordance with policies
and guidelines established by the WRL 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


                                       19
<PAGE>

advisers under the Investment Advisers Act of 1940, as amended. See the WRL
Fund prospectus for more information regarding WRL Management and the
investment sub-advisers.

     FMR, located at 82 Devonshire Street, Boston, Massachusetts 02109, serves
as investment adviser to the Fidelity VIP Funds and manages the Fidelity VIP
Funds in accordance with policies and guidelines established by the Fidelity
VIP Funds' Board of Trustees. For certain portfolios, FMR has engaged
investment sub-advisers to provide portfolio management services with regards
to foreign investments. FMR and each sub-adviser are registered investment
advisers under the Investment Advisers Act of 1940, as amended. See the
Fidelity VIP Funds prospectuses for more information regarding FMR and the
investment sub-advisers.

     In addition to the separate account, shares of the portfolios 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 portfolios simultaneously. Neither we nor the funds currently foresee any
such disadvantages, either to variable life insurance policyowners or to
variable annuity contract owners. However, each fund's Board of Directors will
monitor events in order to identify any material conflicts between the
interests of such variable life insurance policyowners and variable annuity
contract owners, and will determine what action, if any, it should take. Such
action could include the sale of portfolio shares by one or more of the
separate accounts, which could have adverse consequences. Material conflicts
could result from, for example, (1) changes in state insurance laws, (2)
changes in federal income tax laws, or (3) differences in voting instructions
between those given by variable life insurance policyowners and those given by
variable annuity contract owners.

     If a fund's Board of Directors/Trustees 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 a fund (or 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


                                       20
<PAGE>

you and prior approval of the SEC, to the extent required by the 1940 Act or
other applicable law. We may also decide to purchase for the separate account
securities from other portfolios.

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

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

YOUR RIGHT TO VOTE PORTFOLIO SHARES

     Even though we are the legal owner of the portfolio shares held in the
subaccounts, and have the right to vote on all matters submitted to
shareholders of the portfolios, we will vote our shares only as policyowners
instruct, so long as such action is required by law. See Tax Status of the
Policy p. 51.

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

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

                                       21
<PAGE>

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

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 submitting applications is:

              Western Reserve
              P.O. Box 628069
              Orlando, Florida 32862-8069

     You select the specified amount for your Policy within the following
limits. Our current minimum specified amount for a Policy for all issue ages is
generally $500,000. We will generally only issue a Policy to you if you provide
sufficient evidence that the insured meets our insurability standards. Your
application is subject to our underwriting rules, and we may reject any
application for any reason permitted by law. We will not issue a Policy to you
if the insured is over age 80. The insured must be insurable and acceptable to
us under our underwriting rules on the later of:
   o         the date of your application; or
   o         the date the insured completes 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
males and females 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 the insured's rate class. We
currently place insureds into the following rate classes:

   o         ultimate select, non-tobacco use;
   o         select, non-tobacco use;
   o         ultimate standard, tobacco use;
   o         standard, tobacco use; and
   o         juvenile (under age 18).


                                       22
<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 because of the
specified amount you have chosen.

WHEN INSURANCE COVERAGE TAKES EFFECT

     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 required under the Policy as issued 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, the insured 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                 o         the specified amount applied for; or
 CONDITIONAL INSURANCE         o         $300,000
 COVERAGE IS THE LESSER OF:
                               reduced by all amounts payable under all life
                               insurance applications that the insured has
                               pending with us.

 CONDITIONAL LIFE INSURANCE     o        the date of your application; or
 COVERAGE BEGINS ON THE         o        the date the insured completes all of
 LATER OF:                               the medical tests and examinations
                                         that we require; or
                                o        the date of issue, if any, requested
                                         in the application.

 CONDITIONAL LIFE INSURANCE     o        the date we determine the insured has
 COVERAGE TERMINATES                     satisfied our underwriting
 AUTOMATICALLY ON THE                    requirements and the insurance applied
 EARLIEST OF:                            for takes effect (the Policy date); or
                                o        60 days from the date the application
                                         was completed; or
                                o        the date we determine that any person
                                         proposed for insurance in the
                                         application is not insurable according
                                         to our rules, limits and standards for
                                         the plan, amount and rate class shown
                                         in the application; or


                                       23
<PAGE>




                                o         the date we modify the plan, amount,
                                          riders and/or the premium rate class
                                          shown in the application, or any
                                          supplemental agreements; or
                                o         the date we mail notice of the ending
                                          of coverage and we refund the first
                                          premium to the applicant at the
                                          address shown on the application.

 SPECIAL LIMITATIONS OF THE     o         the conditional receipt will be void:
 CONDITIONAL RECEIPT:                     ->  if not signed by an authorized
                                              agent of Western Reserve; or
                                         ->  in the event the application
                                             contains any fraud or material
                                             misrepresentation; or
                                         ->  if, on the date of the conditional
                                             receipt, the proposed insured is
                                             under 15 days of age or over 80
                                             years of age.
                                o        the conditional receipt does not
                                         provide benefits for disability and
                                         accidental death benefits.
                                o        the conditional receipt does not
                                         provide benefits if any proposed
                                         insured commits suicide. In this case,
                                         Western Reserve's liability will be
                                         limited to return of the first
                                         premium paid with the application.

     FULL INSURANCE COVERAGE AND ALLOCATION OF INITIAL PREMIUM. Once we
determine that the insured meets our underwriting requirements and you have
paid the initial premium, full insurance coverage will begin and we will begin
to take the monthly deductions from your premium. This date is the Policy date.
On the Policy date, we will allocate your initial premium minus monthly
deductions to the 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 premiums or transfer cash value to a subaccount, we
will convert the dollar amount of the premium (or transfer) into subaccount
units at the unit value for that subaccount, determined at the end of the day
on which we receive the premium or transaction request at our office. We will
credit amounts to the subaccounts only on a valuation date, that is, on a date
the New York Stock Exchange ("NYSE") is open for trading. See Policy Values p.
29.

OWNERSHIP RIGHTS

     The Policy belongs to the owner named in the application. The owner may
exercise all of the rights and options described in the Policy. 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.


                                       24
<PAGE>


 CHANGING THE     o         Change the owner by providing written notice to us
 OWNER                      at our office at any time while the insured is
                            alive and the Policy is in force.
                  o         Change is effective as of the date that the written
                            notice is signed.
                  o         Changing the owner does not automatically change the
                            beneficiary.
                  o         Signature of owner's spouse is required if owner is
                            a resident of: Arizona, California, Idaho, Nevada,
                            New Mexico, Washington or Wisconsin.
                  o         Changing the owner may have tax consequences. You
                            should consult a tax advisor before changing the
                            owner.
                  o         We are not liable for payments we made before we
                            received the written notice at our office.

 CHOOSING THE     o         The owner designates the beneficiary (the person to
 BENEFICIARY                receive the death benefit when the insured dies) in
                            the application.
                  o         If the owner designates more than one beneficiary,
                            then each beneficiary shares equally in any death
                            benefit proceeds unless the beneficiary designation
                            states otherwise.
                  o         If the beneficiary dies before the insured, then any
                            contingent beneficiary becomes the beneficiary.
                  o         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.

 CHANGING THE     o         The owner changes the beneficiary by providing us
 BENEFICIARY                with a written notice to us at our office.
                  o         Change is effective as of the date the owner signs
                            the written notice.
                  o         Signature of owner's spouse is required if owner is
                            a resident of: Arizona, California, Idaho, Nevada,
                            New Mexico, Washington or Wisconsin.
                  o         We are not liable for any payments we made before we
                            received the written notice at our office.

 ASSIGNING THE     o        The owner may assign Policy rights while the
 POLICY                     insured is alive.
                   o        Signature of owner's spouse is required if owner is
                            a resident of: Arizona, California, Idaho, Nevada,
                            New Mexico, Washington or Wisconsin.
                   o        The owner retains any ownership rights that are not
                            assigned.

                                       25
<PAGE>


                   o        Assignee may not change the owner or the
                            beneficiary, and may not elect or change an optional
                            method of payment. Any amount payable to the
                            assignee will be paid in a lump sum.
                   o        Claims under any assignment are subject to proof of
                            interest and the extent of the assignment.
                   o        We are not:
                      ->    bound by any assignment unless we receive a
                            written notice of the assignment;
                      ->    responsible for the validity of any assignment;
                      ->    liable for any payment we made before we received
                            written notice of the assignment; or
                      ->    bound by any assignment which results in adverse
                            tax consequences to the owner, insured(s) or
                            beneficiary(ies).
                   o        Assigning the Policy may have tax consequences. You
                            should consult a tax advisor before assigning the
                            Policy.

CANCELING A POLICY

     You may cancel a Policy for a refund during the "free-look period" by
returning it to our office, to one of our branch offices or to the agent who
sold you the Policy. The free-look period expires 10 days after you receive the
Policy. In some states you may have more than 10 days. If you decide to cancel
the Policy during the free-look period, we will treat the Policy as if it had
never been issued. We will pay the refund within seven days after we receive
the returned Policy. The amount of the refund will be:

     o         any monthly deductions or other charges we deducted from amounts
               you allocated to the subaccounts and the fixed account; PLUS
     o         your cash value in the subaccounts and the fixed account on the
               date we (or our agent) receive the returned Policy at our office.

     Some states may require us to refund all of the premiums you paid for the
Policy.


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


                                       26
<PAGE>

below), you may make unscheduled premium payments at any time and in any amount
over $84. 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. Please be sure to notify us or your agent/registered
representative of any address changes so that we may be able to keep your
current address on record.

     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 when due (and your no lapse period has expired) then your
Policy will lapse (unless you make the payment we specify during the 61-day
grace period). See Policy Lapse and Reinstatement p. 50.

MINIMUM MONTHLY GUARANTEE PREMIUM

     The full initial premium is the only premium you are required to pay under
the Policy. However, you greatly increase your risk of lapse if you do not
regularly pay premiums at least as large as the current minimum monthly
guarantee premium.

     Until the no lapse date shown on your Policy schedule page, we guarantee
that your Policy will not lapse, so long as you have paid total premiums (MINUS
any withdrawals, MINUS any outstanding loans, and MINUS any pro rata decrease
charge) that equal or exceed the minimum monthly guarantee premium in effect
for each month times the number of months since the Policy date, including the
current month. If you take a withdrawal, a loan, or if you decrease your
specified amount, you may need to pay additional premiums in order to keep the
no lapse guarantee in place.

     The initial minimum monthly guarantee premium is shown on your Policy's
schedule page, and depends on a number of factors, including the age, gender,
and rate class of the insured, and the specified amount requested. The minimum
monthly guarantee premium will change if you change death benefit options or
decrease the specified amount.

     AFTER THE NO LAPSE PERIOD ENDS, PAYING THE CURRENT MINIMUM MONTHLY
GUARANTEE PREMIUM EACH MONTH WILL NOT NECESSARILY KEEP YOUR POLICY IN FORCE.
YOU MAY NEED TO PAY ADDITIONAL PREMIUMS TO KEEP THE POLICY IN FORCE.

LAPSE PERIOD

     Until the no lapse date that is provided in your Policy (that is, during
the first three Policy years), 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:


                                       27
<PAGE>

   o         the total amount of the premiums you paid (minus any cash
             withdrawals, outstanding loans, and any pro rata decrease charge)
             is equal to or exceeds:

             ->  the sum of the minimum monthly guarantee premium in effect for
                 each month from the Policy date up to and including the
                 current month.

PREMIUM LIMITATIONS

     Premium payments must be at least $84 if paid monthly or $1,000 if paid
annually ($1,000 if by wire). We may return premiums less than $84. 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 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 permit you to
make additional premium payments until they are allowed by the maximum premium
limitations. In addition, we reserve the right to refund a premium if the
premium would increase the death benefit by more than the amount of the
premium.

MAKING PREMIUM PAYMENTS

     We will consider any payments you make to be premium payments, unless you
clearly mark them as loan repayments. We will accept premium payments by wire
transfer.

     If you wish to make payments by wire transfer, you should instruct your
bank to wire federal funds as follows:

                                All First Bank of Baltimore
                                ABA #: 052000113
                                For credit to: Western Reserve Life
                                Account #: 89539639
                                Policyowner's Name:
                                Policy Number:
                                Attention: General Accounting

     TAX-FREE EXCHANGES ("1035 Exchanges"). We will accept part or all of your
initial premium money from one or more contracts insuring the same insured that
qualify for tax-free exchanges 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 premium among the subaccounts
and the fixed account. The fixed account may not be available in all states.
You must follow these guidelines:


                                       28
<PAGE>

     o         allocation percentages must be in whole numbers;
     o         if you select dollar cost averaging, you must have at least
               $5,000 in each subaccount from which we will make transfers and
               you must transfer a total of at least $100 monthly; and
     o         if you select asset rebalancing, the cash value of your Policy,
               if an existing Policy, or your minimum initial premium, if a new
               policy, must be at least $5,000.

     Currently you may change the allocation instructions for additional
premium payments without charge at any time by writing us or calling us at
1-800-851-9777. The change will be effective at the end of the valuation date
on which we receive the change. Upon instructions from you, the registered
representative/agent of record for your Policy may also change your allocation
instructions for you. The current minimum amount you can allocate to a
particular subaccount is 1.0% of a premium payment. We reserve the right to
increase that amount in the future. We also reserve the right to charge $25 for
each change in excess of one per Policy year 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 regular business session of the NYSE
(usually at 4:00 p.m. Eastern time). We will credit amounts to the subaccounts
only on a valuation date, that is, on a date the NYSE is open for trading. See
Policy Values below. Your cash value will vary with the investment experience
of the subaccounts in which you invest. YOU BEAR THE INVESTMENT RISK FOR
AMOUNTS YOU ALLOCATE TO THE SUBACCOUNTS.

     You should 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 CASH VALUE     o         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 additional
                          premium payments, transfers, withdrawals and Policy
                          loans).
                o         serves as the starting point for calculating values
                          under a Policy.


                                       29
<PAGE>

                o         equals the sum of all values in each subaccount and
                          the fixed account.
                o         is determined on the Policy date and on each valuation
                          date.
                o         has no guaranteed minimum amount and may be more or
                          less than premiums paid.
                o         includes any amounts held in the fixed account to
                          secure any outstanding Policy loan.

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 at our office.


 NET SURRENDER      o         the cash value as of such date; MINUS
 VALUE ON ANY       o         any surrender charge as of such date; MINUS
 VALUATION DATE     o         any outstanding Policy loan(s); PLUS
 EQUALS:            o         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     o         the initial units purchased at unit value on the
 UNITS IN ANY                record date; PLUS
 SUBACCOUNT ON     o         units purchased with additional premium(s); PLUS
 ANY VALUATION     o         units purchased via transfers from another
 DATE EQUALS:                subaccount or the fixed account; MINUS
                   o         units redeemed to pay for monthly deductions; MINUS
                   o         units redeemed to pay for partial withdrawals;
                             MINUS
                   o         units redeemed as part of a transfer to another
                             subaccount or the fixed account; MINUS
                   o         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 subtract from, your Policy by dividing the dollar
amount of the allocation, transfer or cash withdrawal by the unit value for
that subaccount next determined at the end of the valuation period on which the
premium, transfer request or cash withdrawal request is received at our office.

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


                                       30
<PAGE>

unit value of each subaccount was originally established at $10 per unit. The
unit value may increase or decrease from one valuation period to the next.

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

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

FIXED ACCOUNT VALUE

     On the record date, the fixed account value is equal to the cash value
allocated to the fixed account from the WRL J.P. Morgan Money Market
subaccount.


 THE FIXED ACCOUNT      o         the sum of premium(s) allocated to the fixed
 VALUE AT THE END OF              account; PLUS
 ANY VALUATION          o         any amounts transferred from a subaccount to
 PERIOD IS EQUAL TO:              the fixed account; PLUS
                        o         total interest credited to the fixed account;
                                  MINUS
                        o         amounts charged to pay for monthly deductions;
                                  MINUS
                        o         amounts withdrawn or surrendered from the
                                  fixed account; MINUS
                        o         amounts transferred from the fixed account to
                                  a subaccount; MINUS
                        o         amounts withdrawn from the fixed account to
                                  pay any pro rata decrease charge incurred due
                                  to a decrease in specified amount.



                                       31
<PAGE>

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

GENERAL

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


     (check)  You may make an unlimited number of "non-substantive" transfers
              in a Policy year among the subaccounts, although we do limit
              "substantive" transfers, as discussed below.
     (check)  You may make one transfer from the fixed account in a Policy year
              (unless you choose dollar cost averaging from the fixed account).
     (check)  You may request transfers in writing (in a form we accept), by
              fax or by telephone.
     (check)  There is no minimum amount that must be transferred.
     (check)  There is no minimum amount that must remain in a subaccount after
              a transfer.
     (check)  We deduct a $10 charge from the amount transferred for each
              transfer in excess of 12 transfers in a Policy year.
     (check)  We consider all transfers made in any one day to be a single
              transfer.
     (check)  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.
     (check)  Transfers under dollar cost averaging and asset rebalancing are
              NOT treated as transfers for purposes of the transfer charge.

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

     Your Policy, as applied for and issued, will automatically receive
telephone transfer privileges unless you provide other instructions. The
telephone transfer privileges allow you to give authority to the registered
representative or agent of record for your Policy to make telephone transfers
and to change the allocation of future payments among the subaccounts and the
fixed account on your behalf according to your instructions. To make a
telephone transfer, you may call 1-800-851-9777 or fax your instructions to
727-299-1648.

     Please note the following regarding telephone or fax transfers:

                                       32
<PAGE>

      ->  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.
      ->  We will employ reasonable procedures to confirm that telephone
          instructions are genuine.
      ->  If we do not employ reasonable confirmation procedures, we may be
          liable for losses due to unauthorized or fraudulent instructions.
      ->  Such procedures may include requiring forms of personal
          identification prior to acting upon telephone instructions,
          providing written confirmation of transactions to owners, and/or
          tape recording telephone instructions received from owners.
      ->  We may also require written confirmation of your request.
      ->  If you do not want the ability to make telephone transfers, you
          should notify us in writing.
      ->  Telephone or fax requests must be received at our office before 4:00
          p.m. Eastern time to assure same-day pricing of the transaction.
      ->  WE WILL NOT BE RESPONSIBLE FOR SAME-DAY PROCESSING OF TRANSFERS IF
          FAXED TO A NUMBER OTHER THAN 727-299-1648.
      ->  We will not be responsible for any transmittal problems when you fax
          us your request unless you report it to us within five business days
          and send us proof of your fax transmittal.
      ->  We may discontinue this option at any time.

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

FIXED ACCOUNT TRANSFERS

     You may make one transfer per Policy year from the fixed account unless
you select dollar cost averaging from the fixed account. The fixed account may
not be available for transfers in all states. We reserve the right to require
that you make the transfer request in writing. We must receive the transfer
request no later than 30 days after a Policy anniversary. We will make the
transfer at the end of the valuation date on which we receive the written
request. The maximum amount you may transfer is limited to the greater of:

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

CONVERSION RIGHTS

     If, within 24 months of your Policy date, you transfer all of your
subaccount values to the fixed account, then we will not charge you a transfer
fee, even if applicable. You must make your request in writing.


                                       33
<PAGE>

DOLLAR COST AVERAGING

     Dollar cost averaging is an investment strategy designed to reduce the
average purchase price per unit. The strategy spreads the allocation of your
premium into 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 consider carefully your financial ability
to continue the program over a long enough period of time to purchase units
when their value is low as well as when 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 COST     ->  you must submit a completed form to us at our
 AVERAGING:                   office requesting dollar cost averaging;
                          ->  you must have at least $5,000 in each account from
                              which we will make transfers;
                          ->  your total transfers each month under dollar cost
                              averaging must be at least $100; and
                          ->  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.

     You may request dollar cost averaging at any time. There is no charge for
dollar cost averaging. Transfers under dollar cost averaging are NOT counted
towards your 12 free transfers each year.

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

     We may modify, suspend, or discontinue 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 you have


                                       34
<PAGE>

selected. 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.

     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. You may modify your allocations quarterly. 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               ->  you must submit a completed asset rebalancing
 ASSET REBALANCING:         request form to us at our office before the maturity
                            date; and
                        ->  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. Reallocations we
make under the program are NOT counted towards your 12 free transfers each
year.

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

     You may start and stop participation 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


                                       35
<PAGE>

RELATIONSHIP THEY MAY HAVE WITH WESTERN RESERVE FOR THE SALE OF POLICIES.
WESTERN RESERVE THEREFORE TAKES NO RESPONSIBILITY FOR THE INVESTMENT
ALLOCATIONS AND TRANSFERS TRANSACTED ON YOUR BEHALF BY SUCH THIRD PARTIES OR
ANY INVESTMENT ALLOCATION RECOMMENDATIONS MADE BY SUCH PARTIES. Western Reserve
does not currently charge you any additional fees for providing these support
services. Western Reserve reserves the right to discontinue providing
administrative and support services to owners utilizing independent third
parties who provide investment allocation and transfer recommendations.

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

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

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

 COSTS AND EXPENSES            o         costs associated with processing and
 WE INCUR:                               underwriting applications;
                               o         expenses of issuing and administering
                                         the Policy (including any Policy
                                         riders);
                               o         overhead and other expenses for
                                         providing services and benefits, sales
                                         commissions and marketing expenses; and
                               o         other costs of doing business, such as
                                         collecting premiums, maintaining
                                         records, processing claims, effecting
                                         transactions, and paying federal,
                                         state and local premium and other
                                         taxes and fees.
 RISKS WE ASSUME:              o         that the charges we may deduct may be
                                         insufficient to meet our actual claims
                                         because insureds die sooner than we
                                         estimate; and
                               o         that the costs of providing the
                                         services and benefits under the
                                         Policies may exceed the charges we are
                                         allowed to deduct.

PREMIUM CHARGES

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

MONTHLY DEDUCTION

     We take a monthly deduction from the cash value on the Policy date and on
each Monthiversary. We deduct this charge from each subaccount and the fixed
account in accordance with the current premium allocation instructions. If the
value of any account is


                                       36
<PAGE>

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.

 THE MONTHLY DEDUCTION IS     o         the monthly policy charge; PLUS
 EQUAL TO:                    o         the monthly cost of insurance charge
                                        for the Policy; PLUS
                              o         the monthly charge for any benefits
                                        provided by riders attached to the
                                        Policy; PLUS
                              o         the pro rata decrease charge (if
                                        applicable) incurred as a result of a
                                        decrease in the specified amount.

                             MONTHLY POLICY CHARGE:
                              o         This charge equals $5.00 each Policy
                                        month.
                              o         We will not increase this charge.
                              o         We may waive this charge at issue on
                                        additional policies (not on the original
                                        Policy) purchased naming the same
                                        owner and insured.
                              o         This charge compensates us for
                                        administrative expenses such as
                                        recordkeeping, processing death benefit
                                        claims and Policy changes, and overhead
                                        costs.

                              COST OF INSURANCE CHARGE:
                              o         We deduct this charge each month. It
                                        varies each month and is equal to:
                                        ->  the death benefit on the
                                            Monthiversary: DIVIDED BY
                                        ->  1.0024663 (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 3.0%);
                                            MINUS
                                        ->  the cash value on the Monthiversary;
                                            MULTIPLIED BY
                                        ->  the monthly cost of insurance rate
                                            for the Policy.

                               OPTIONAL INSURANCE RIDERS:
                               o        The monthly deduction will include
                                        charge for any optional insurance
                                        benefits you add to your Policy
                                        by rider (see Supplemental Benefits
                                        (Riders) p. 59).

     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


                                       37
<PAGE>

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. 22.

     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.

MORTALITY AND EXPENSE RISK CHARGE

     We deduct a daily charge from your cash value in each subaccount to
compensate us for certain mortality and expense risks we assume. This charge is
equal to:

     o         your Policy's cash value in each subaccount
               MULTIPLIED BY
     o         the daily pro rata portion of the annual mortality and expense
               risk charge rate of 0.90%.

     The annual rate is equal to 0.90% of the average daily net assets of each
subaccount. We guarantee to reduce this charge to 0.60% after the first 15
Policy years. We intend to reduce this charge to 0.30% in the 16th Policy year
but we do not guarantee that we will do so, and we reserve the right to
maintain this charge at the 0.60% level after the 16th Policy year.

     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 surrender your Policy completely 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. There is no surrender charge if you
wait until the 15th Policy anniversary to surrender your Policy. The payment
you receive is called the net surrender value. The formula we use reduces the
surrender charge at older ages in compliance with state laws.


                                       38
<PAGE>

     THE SURRENDER CHARGE MAY BE SIGNIFICANT. YOU SHOULD CALCULATE THIS CHARGE
CAREFULLY BEFORE YOU CONSIDER A SURRENDER. Under some circumstances the level
of surrender charge 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:

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


 THE SURRENDER CHARGE IS     o         the ISSUE CHARGE; plus the SALES CHARGE;
 EQUAL TO:                             multiplied by
                             o         the SURRENDER CHARGE FACTOR.

     The ISSUE CHARGE is $5.00 MULTIPLIED BY each $1,000 of the initial
specified amount stated in your Policy. This charge helps us recover the
underwriting, processing and start-up expenses that we incur in connection with
the Policy and the separate account.

     The SALES CHARGE equals:

     o         26.5% MULTIPLIED BY the total premiums paid up to the surrender
               charge base premium shown in your Policy; PLUS
     o         a percentage, which varies depending on the insured's issue age
               and gender (see table below), MULTIPLIED BY the total premiums
               paid in excess of the surrender charge base premium.


           ISSUE AGE RANGE                    UNISEX*
- ------------------------------------- ------------------------
      MALE      FEMALE    PERCENTAGE   ISSUE AGE   PERCENTAGE

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

* The reference to "unisex" is included for purposes of states which prohibit
  the use of actuarial tables that distinguish between males and females to
  determine premiums and policy benefits for policies issued on the lives of
  their residents.

     See Appendix C for a chart that shows the relationship between the
specified amount and the surrender charge base premium, depending upon the
insured's age, gender and underwriting class.

     The sales charge helps us recover distribution expenses that we incur in
connection with the Policy, including agent sales commissions and printing and
advertising costs.

     To determine the SURRENDER CHARGE, we apply the SURRENDER CHARGE FACTOR to
the sum of the ISSUE CHARGE plus the SALES CHARGE. The SURRENDER CHARGE FACTOR
varies with the insured's age and the number of years the Policy has been in
force. For male insureds ages 0-65, and for female insureds ages 0-70, the
surrender charge factor is equal to 1.00 during Policy years 1-10. It then
decreases by 0.20 each year until the 15th Policy year when it is zero. For
insureds with older issue ages, the factor is less than 1.00 at the end of the
10th Policy year and decreases to zero at the end of the 15th Policy year.


                                       39
<PAGE>

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



                   END OF POLICY YEAR*       FACTOR
                   -------------------       ------
                        At Issue              1.00
                         1-10                 1.00
                          11                   .80
                          12                   .60
                          13                   .40
                          14                   .20
                          15                     0
                          16+                    0

     *   The factor on any date other than a Policy anniversary will be
          determined proportionately using the factor at the end of the Policy
          year prior to surrender and the factor at the end of the Policy year
          of surrender.

     Applying the surrender charge factor to the total issue and sales charges
for any surrender during the 11th through the 15th Policy years will result in
a reduced surrender charge. If you surrender your Policy after the 15th Policy
year, there are no issue or sales charges due. 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.

o         SURRENDER CHARGE EXAMPLE 1: Assume a male insured purchases the
          Policy at issue age 35 for $250,000 of specified amount, paying the
          surrender charge Base Premium of $2,518, and an additional premium
          amount of $482 in excess of the surrender charge Base Premium, for a
          total premium of $3,000 per year for four years ($12,000 total for
          four years), and then surrenders the Policy. The surrender charge
          would be calculated as follows:


<TABLE>
<S>       <C>                                           <C> <C>
  (a)     ISSUE CHARGE: [250 x $5.00]
          ($5.00/$1,000 of initial specified amount)    =   $1,250.00
  (b)     SALES CHARGE:
          (i) 26.5% of surrender charge
              base premium paid
              [26.5% x $2,518], and                     =   $  667.27
          (ii) 8.4%  of premiums paid in excess
               of surrender charge
               base premium
               [8.4% x $9,482]                          =   $  796.49
  (c)     APPLICABLE SURRENDER CHARGE FACTOR            =      1.00
          [(a)$1,250.00 + (b)($667.27 + $796.49)]
          x 1.00
          SURRENDER CHARGE = [$1,250.00 + $1,463.76]
          x 1.00                                        =   $2,713.76
                                                            =========
</TABLE>

 o        SURRENDER CHARGE EXAMPLE 2: Assume the same facts as in Example 1,
          including continued premium payments of $3,000 per year, EXCEPT the
          owner surrenders the Policy on the 14th Policy anniversary:


                                       40
<PAGE>


<TABLE>
<S>       <C>                                          <C> <C>
  (a)     ISSUE CHARGE: [250 x $5.00]                  =   $1,250.00
  (b)     SALES CHARGE:
          (i) [26.5% x $2,518], and                    =   $  667.27
          (ii) [8.4% x $39,482]                        =   $3,316.49
  (c)     APPLICABLE SURRENDER CHARGE FACTOR           =         .20
          [(a)$1,250.00 + (b)($667.27 + $3,316.49)]
          x.20
          SURRENDER CHARGE = [$1,250.00 + $3,983.76]
          x. 20                                        =   $1,046.75
                                                           =========
</TABLE>

There will be no surrender charge if the owner waits until the 15th Policy
anniversary to surrender the Policy.

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. We will determine
the pro rata decrease charge by:

     o         calculating the surrender charge that would apply if the Policy
               was being surrendered; then MULTIPLY it by
     o         the ratio of the specified amount decrease you requested to the
               initial specified amount of your Policy.

<TABLE>
<S>                        <C>
 THE PRO RATA DECREASE     o         the specified amount decrease that you
 CHARGE IS EQUAL TO:                 request; DIVIDED BY
                           o         the full specified amount on the Policy
                                     date; THEN MULTIPLY IT BY
                           o         the surrender charge as of the date of the
                                     decrease based on the specified amount on
                                     the Policy date.
</TABLE>

     We will not deduct the pro rata decrease charge from the cash value when a
specified amount decrease results from:

     o         a change in the death benefit option; or
     o         a cash 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.

     If we deduct a pro rata decrease charge due to a decrease in specified
amount, we will reduce proportionately any future surrender charge incurred
during the first 15 Policy years. This means that when we calculate the
surrender charge, we will reduce the charge by an amount equal to the surrender
charge multiplied by the ratio of any prior decreases in the specified amount
to the full initial specified amount. A decrease in specified amount will
generally decrease the insurance protection of the Policy.


                                       41
<PAGE>

TRANSFER CHARGE

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

CHANGE IN PREMIUM ALLOCATION CHARGE

     We currently do not charge you if you change your premium allocation.
However, in the future we may decide to charge you $25 if you make more than
one change per Policy year quarter. We will notify you if we decide to impose
this charge.

CASH WITHDRAWAL CHARGE

o       After the first Policy year, you may take one cash withdrawal per
        Policy year.
o       When you make a cash withdrawal, we charge a processing fee of $25 or
        2% of the amount you withdraw, whichever is less.
o       We deduct this amount from the withdrawal, and we pay you the balance.
o       We will not increase this charge.

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 management fees and expenses from the amounts you
have invested in the portfolios. Some portfolios also deduct 12b-1 fees from
portfolio assets. These fees and expenses currently range from 0.44% to 1.20%.
See the Portfolio Annual Expense Table p. 13 in this prospectus, and the fund
prospectuses.

     Our affiliate, AFSG, the principal underwriter for the Policies, will
receive the 12b-1 fees and our affiliates, including the principal underwriter
for the Policies, may receive compensation from the investment advisers,
administrators, and/or distributors (and an affiliate thereof) of the
portfolios in connection with administrative or other services and cost savings
experienced by the investment advisers, administrators or distributors. It is
anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Policy and may be significant. Some advisers,
administrators, distributors or portfolios may pay us (and our affiliates) more
than others.


                                       42
<PAGE>

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

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), if living, or to a contingent
beneficiary(ies). 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 p. 46.

 DEATH BENEFIT       o         the death benefit (described below); MINUS
 PROCEEDS EQUAL:     o         any monthly deduction due during the grace
                               period (if applicable); MINUS
                     o         any outstanding Policy loan amount; PLUS
                     o         any additional insurance in force provided by
                               rider; PLUS
                     o         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 if we
contest the Policy or if you misstate the insured's age or gender. See Our
Right to Contest the Policy p. 55; and Misstatement of Age or Gender p. 55.

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 two 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           o         the current specified amount; OR
 OPTION A EQUALS THE     o         a specified percentage called the
 GREATER OF:                       "limitation percentage," MULTIPLIED BY
                                   ->  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.

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


                                       43
<PAGE>


<TABLE>
<CAPTION>
   ATTAINED AGE                  LIMITATION PERCENTAGE
<S>              <C>
  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
  96 and older                           100%
</TABLE>

     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
are no outstanding loans. Under Option A, a Policy with a $500,000 specified
amount will generally pay $500,000 in death benefits. However, because the
death benefit must be equal to or be greater than 250% of cash value, any time
the cash value of the Policy exceeds $200,000, the death benefit will exceed
the $500,000 specified amount. Each additional dollar added to the cash value
above $200,000 will increase the death benefit by $2.50.

     Similarly, so long as the cash value exceeds $200,000, each dollar taken
out of the cash value will reduce the death benefit by $2.50. If at any time
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           o         the current specified amount; PLUS
 OPTION B EQUALS THE               ->  the cash value on the insured's date of
 GREATER OF:                           death; OR
                         o         the limitation percentage, MULTIPLIED BY
                                   ->  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 are no outstanding loans. Under Option B, a Policy with a
specified amount of $500,000 will generally pay a death benefit of $500,000
plus cash value. Thus, a Policy with a cash value of $100,000 will have a death
benefit of $600,000 ($500,000 + $100,000). The death benefit, however, must be
at least 250% of cash value. As a result, if the cash value of the Policy
exceeds $333,333, the death benefit will be greater than the specified amount
plus cash value. Each additional dollar of cash value above $333,333 will
increase the death benefit by $2.50.

     Similarly, any time cash value exceeds $333,333, each dollar taken out of
cash value will reduce the death benefit by $2.50. If at any time, cash value
multiplied by the


                                       44
<PAGE>

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.

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. We will not impose a
decrease charge when the specified amount is decreased as a result of taking a
cash withdrawal. 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
cost of insurance charges you pay.

     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.

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.

     o         You must make your request in writing.
     o         The effective date of the change will be the Monthiversary on or
               following the date when we receive your request for a change at
               our office.
     o         You may not make a change that would decrease the specified
               amount below the minimum specified amount stated in your Policy.
     o         There may be adverse federal tax consequences. You should
               consult a tax advisor before changing your Policy's death benefit
               option.

     If you change your death benefit option from Option B to Option A, we will
make the specified amount after the change equal to the specified amount prior
to the change, plus your Policy's cash value on the effective date of the
change. If you change your death benefit option from Option A to Option B, we
will make the specified amount after the change equal to the specified amount
prior to the change, minus the cash value on the effective date of the change.
We will notify you of the new specified amount.

DECREASING THE SPECIFIED AMOUNT

     After the Policy has been in force for three years, you may decrease the
specified amount once each Policy year if you did not change your death benefit
option that year. A decrease in the specified amount may affect your cost of
insurance charge and may have adverse federal tax consequences. You should
consult a tax advisor before decreasing your Policy's specified amount.


                                       45
<PAGE>


 CONDITIONS FOR               o         you must make your request in writing;
 DECREASING THE SPECIFIED     o         you may not change your death benefit
 AMOUNT:                                option in the same Policy year that you
                                        decrease your specified amount;
                              o         you may not decrease your specified
                                        amount lower than the minimum specified
                                        amount stated in your Policy;
                              o         you may not decrease your specified
                                        amount if it would disqualify your
                                        Policy as life insurance under the
                                        Internal Revenue Code;
                              o         we may limit the amount of the decrease
                                        to no more than 20% of the specified
                                        amount;
                              o         a decrease in specified amount will
                                        take effect on the Monthiversary on or
                                        after we receive your written request;
                                        and
                              o         we will assess a pro rata decrease
                                        charge against the cash value if you
                                        decrease your specified amount within
                                        the first 15 Policy years.

NO INCREASES IN THE SPECIFIED AMOUNT

     We do not allow increases in the specified amount. If you want additional
insurance, you may purchase a term rider (PIR or PIR Plus) or purchase an
additional policy(ies) naming the same owner and insured. We may waive the
Policy charge at issue on these additional policies.

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. 57 for information concerning these settlement options.

SURRENDERS AND CASH WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SURRENDERS

     You may make a written request to surrender your Policy for its net
surrender value as calculated at the end of the valuation date on which we
receive your request at our office. The insured must be alive, the Policy must
be in force, and it must be before the maturity date when you make your written
request. A surrender is effective as of the date when we receive your written
request. The signature of the owner's spouse will be required if the owner is a
resident of: Arizona, California, Idaho, Nevada, New Mexico, Washington or
Wisconsin. You will incur a surrender charge if you surrender the Policy during
the first 15 Policy years (see Charges and Deductions p. 36). 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 p. 51.


                                       46
<PAGE>

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            o         You must make your cash withdrawal request to us in
 WITHDRAWAL                writing.
 CONDITIONS:     o         Signature of owner's spouse is required if owner is a
                           resident of: Arizona, California, Idaho, Nevada, New
                           Mexico, Washington or Wisconsin.
                 o         We only allow one cash withdrawal per Policy year.
                 o         We may limit the amount you can withdraw to at least
                           $500, and to no more than 10% of the net surrender
                           value. We currently intend to limit the amount you
                           can withdraw to 25% of the net surrender value after
                           the 10th Policy year.
                 o         You may not take a cash withdrawal if it will reduce
                           the specified amount below the minimum specified
                           amount set forth in the Policy.
                 o         You may specify the subaccount(s) and the fixed
                           account from which to make the withdrawal. If you do
                           not specify an account, we will take the withdrawal
                           from each account in accordance with your current
                           premium allocation instructions.
                 o         We generally will pay a cash withdrawal request
                           within seven days following the valuation date we
                           receive the request.
                 o         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.
                 o         You may not take a cash withdrawal that would
                           disqualify your Policy as life insurance under the
                           Internal Revenue Code.
                 o         A cash withdrawal may have tax consequences (see
                           Federal Income Tax Considerations p. 51).

     A cash withdrawal will reduce the cash value by the amount of the cash
withdrawal, and will 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. We will not impose a pro rata decrease charge when the specified
amount is decreased as a result of taking a 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.


                                       47
<PAGE>

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

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 p. 51.

 POLICY LOANS ARE       o         we may require you to borrow at least $500;
 SUBJECT TO CERTAIN     o         the maximum amount you may borrow is 90% of
 CONDITIONS:                      the cash value, less any surrender charge and
                                  any outstanding loan amount; and
                        o         signature of owner's spouse is required if
                                  owner is a resident of: Arizona, California,
                                  Idaho, Nevada, New Mexico, Washington or
                                  Wisconsin.

     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 p. 56.

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

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

     You can repay a loan at any time while the Policy is in force. WE WILL
CONSIDER ANY PAYMENTS YOU MAKE ON THE POLICY 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


                                       48
<PAGE>

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.

INTEREST RATE CHARGED

     We will charge you an annual interest rate on a Policy loan that is equal
to 5.2% and is payable annually in advance (approximately equal 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.


     o         We currently credit interest at an effective annual rate of
               4.75% on amounts you borrow during the first ten Policy years.
     o         After the tenth Policy year, on all amounts that you have
               borrowed, we currently credit interest to part of the cash value
               in excess of the premiums paid less withdrawals at an interest
               rate equal to the interest rate we charge on the total loan. The
               remainining portion, equal to the cost basis, is currently
               credited 4.75%.

EFFECT OF POLICY LOANS

     A Policy loan reduces the death benefit proceeds and net surrender value
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 charged 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 results 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. You should consult a tax advisor before taking out a
Policy loan (see Federal Income Tax Considerations p. 51).


                                       49
<PAGE>

     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.


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

LAPSE

     Your Policy may not necessarily lapse (terminate without value) if you
fail to make a planned periodic payment. However, even if you make all your
planned periodic payments, there is no guarantee that 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 unfavorable investment experience, loans
and cash withdrawals cause a decrease in the net surrender value, or you have
not paid sufficient premiums as discussed below to offset the monthly
deductions.

     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 a no lapse period for the first three Policy years.
As long as you keep the no lapse period 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 no lapse period will not extend beyond the
first three Policy years as stated in your Policy. Each month we determine
whether the no lapse period is still in effect.


 EARLY TERMINATION OF THE     o      The no lapse period coverage will end
 NO LAPSE PERIOD                     immediately if you do not pay sufficient
                                     premiums.
                              O      You must pay total premiums (minus
                                     withdrawals, outstanding loans, and any
                                     pro rata decrease charge) that equal at
                                     least:
                                     ->  the sum of the minimum monthly
                                         guarantee premiums in effect for each
                                         month from thE Policy date up to and
                                         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 decrease the
specified amount, you should consider carefully the effect it will have on the
no lapse period guarantee. See Minimum Monthly Guarantee Premium p. 27.


                                       50
<PAGE>

REINSTATEMENT

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

    o    submit a written application for reinstatement;
    o    provide evidence of insurability satisfactory to us;
    o    make a minimum premium payment sufficient to provide a net
         premium that is large enough to cover:
         ->  three monthly deductions; and
         ->  any surrender charge calculated from the Policy date to the date
             of reinstatement. (Although we do not currently assess this
             charge, we reserve the right to do so in the future.)

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 premiums you pay at reinstatement, MINUS one
monthly deduction and any surrender charge. The reinstatement date for your
Policy will be the Monthiversary on or following the day we approve your
application for reinstatement. We may decline a request for reinstatement.


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

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

TAX STATUS OF THE POLICY

     A Policy must satisfy certain requirements set forth in the Internal
Revenue Code (the "Code") in order to qualify as a life insurance policy for
federal income tax purposes and to receive the tax treatment normally accorded
life insurance policies under federal tax law. Guidance as to how these
requirements are to be applied is limited. Nevertheless, we believe that a
Policy issued on the basis of a standard rate class should generally satisfy
the applicable Code requirements. Because of the absence of pertinent
interpretations of the Code requirements, there is, however, less certainty
about the application of such requirements to a Policy issued on a substandard
basis. 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


                                       51
<PAGE>

account supporting their policies due to their ability to exercise investment
control over those assets. Where this is the case, the policyowners have been
currently taxed on income and gains attributable to the separate account
assets. There is little guidance in this area, and some features of the
Policies, such as 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 a Policy (e.g., by
assignment), the tax consequences depend on whether the Policy is classified as
a "Modified Endowment Contract" ("MEC").

     MODIFIED ENDOWMENT CONTRACTS. Under the Code, certain life insurance
policies are classified as MECs and receive less favorable tax treatment than
other life insurance policies. The rules are too complex to summarize here, but
generally depend on the amount of premiums paid during the first seven Policy
years. Certain changes in the Policy after it is issued could also cause the
Policy to be classified as a MEC. Due to the Policy's flexibility, each
Policy's circumstances will determine whether the Policy is classified as a
MEC. Among other things, a reduction in benefits could in certain circumstances
cause a Policy to become a MEC. If you do not want your Policy to be classified
as a MEC, you should consult a tax advisor to determine the circumstances, if
any, under which your Policy would or would not be classified as a MEC.

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


                                       52
<PAGE>

     Distributions (other than Death Benefits) from Modified Endowment
Contracts. Policies classified as MECs are subject to the following tax rules:

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


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

     o    A 10% additional federal income tax is imposed on the amount
          included in income except where the distribution or loan is made when
          you have attained age 59 1/2 or are disabled, or where the
          distribution is part of a series of substantially equal periodic
          payments for your life (or life expectancy) or the joint lives (or
          joint life expectancies) of you and the beneficiary.

     o    If a Policy becomes a MEC, distributions that occur during the
          Policy year will be taxed as distributions from a MEC. In addition,
          distributions from a Policy within two years before it becomes a MEC
          will be taxed in this manner. This means that a distribution from a
          Policy that is not a MEC at the time when the distribution is made
          could later become taxable as a distribution from a MEC.

     Distributions (other than Death Benefits) 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.

     Loans from or secured by a Policy that is not a MEC are generally not
treated as distributions. Instead, such loans are treated as indebtedness.
However, the tax consequences associated with Policy loans outstanding after
the first 10 Policy years are less clear and a tax advisor should be consulted
about such loans.

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

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

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


                                       53
<PAGE>

     POLICY LOANS. If a loan from a Policy is outstanding when the Policy is
canceled or lapses, then the amount of the outstanding indebtedness will be
taxed as if it were a distribution.

     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.

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

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

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

SPECIAL RULES FOR 403(B) ARRANGEMENTS

     If this Policy is purchased by public school systems and certain
tax-exempt organizations for their employees, then the federal, state and
estate tax consequences could differ from those stated in the prospectus. A
competent tax advisor should be consulted in connection with such purchase.

     Certain restrictions apply. The Policy must be purchased in connection
with a tax-sheltered annuity described in section 403(b) of the Code. Premiums,
distributions, and other transactions in connection with the Policy must be
administered in coordination with the section 403(b) annuity.

     The amount of life insurance that may be purchased on behalf of a
participant in a 403(b) plan is limited. The current cost of insurance for the
net amount at risk is treated under the Code as a "current fringe benefit" and
must be included annually in the plan participant's gross income. This cost
(generally referred to as the "P.S. 58" cost) is reported to the participant
annually.


                                       54
<PAGE>

     If the plan participant dies while covered by the 403(b) plan and the
Policy proceeds are paid to the participant's beneficiary, then the excess of
the death benefit over the cash value will generally not be 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 the Employee
Retirement Income Security Act of 1974 ("ERISA"), which may impose additional
requirements of Policy loans and other Policy provisions. Plan loans must also
satisfy tax requirements in order to be treated as non-taxable. Plan loan
requirements and provisions may differ from the Policy loan provisions stated
in the prospectus. You should consult a qualified advisor regarding ERISA.

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

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 (or two years from the reinstatement date, if the Policy lapses
and is reinstated), the Policy will terminate and our liability is limited to
an amount equal to the premiums paid, less any outstanding loans, and less any
cash withdrawals. We will pay this amount to the beneficiary in one sum. If the
Policy lapsed, we will measure the suicide period from the reinstatement date.

MISSTATEMENT OF AGE OR GENDER

     If the age or gender of the insured was stated incorrectly in the
application or any supplemental application, then the death benefit will be
adjusted based on what the cost of insurance charge for the most recent monthly
deduction would have purchased based on the 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.


                                       55
<PAGE>

     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. At your request, we will extend the maturity date. Any riders
in force on the scheduled maturity date will terminate on that date and will
not be extended. Interest on any outstanding Policy loans will continue to
accrue during the period for which the maturity date is extended. You must
submit a written request for the extension between 90 and 180 days prior to the
maturity date and elect one of the following:

     1. If you had previously selected death benefit Option B, we will change
        the death benefit to Option A. On each valuation date, we will adjust
        the specified amount to equal the cash value, and the limitation
        percentage will be 100%. We will not permit you to make additional
        premium payments unless it is required to prevent the Policy from
        lapsing. We will waive all future monthly deductions; or


     2. We will automatically extend the maturity date until the next Policy
        anniversary. You must submit a written request, between 90 and 180 days
        before each subsequent Policy anniversary, stating that you wish to
        extend the maturity date for another Policy year. All benefits and
        charges will continue as set forth in your Policy. We will adjust the
        annual cost of insurance rates using the then current cost of insurance
        rates.

     If you choose 2 above, you may change your election to 1 above at any
time. However, if you choose 1 above, then you may not change your election to
2 above.

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

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 at our
office. However, we can postpone such payments if:


     o    the NYSE is closed, other than customary weekend and holiday
          closing, or trading on the NYSE is restricted as determined by the
          SEC; OR
     o    the SEC permits, by an order, the postponement for the
          protection of policyowners; OR
     o    the SEC determines that an emergency exists that would make the
          disposal of securities held in the separate account or the
          determination of their value not reasonably practicable.


                                       56
<PAGE>

     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, death
benefit proceeds, or surrenders from the fixed account for up to six months.

SETTLEMENT OPTIONS

     If you surrender the Policy, you may elect to receive the net surrender
value in either a lump sum or as a series of regular income payments under one
of the three settlement options described below. In either event, life
insurance coverage ends. Also, when the insured dies, the beneficiary may apply
the lump sum death benefit proceeds to one of the same settlement options. If
the regular payment under a settlement option would be less than $20, we will
instead pay the proceeds in one lump sum. We may make other settlement options
available in the future.

     Once we begin making payments under a settlement option, you or the
beneficiary will no longer have any value in the subaccounts or the fixed
account. Instead, the only entitlement will be the amount of the regular
payment for the period selected under the terms of the settlement option
chosen. Depending upon the circumstances, the effective date of a settlement
option is the surrender date or the insured's date of death.

     Under any settlement option, the dollar amount of each payment will depend
on four things:

     o    the amount of the surrender or death benefit proceeds on the
          surrender date or insured's date of death;

     o    the interest rate we credit on those amounts (we guarantee a
          minimum annual interest rate of 3%);

     o    the mortality tables we use; and

     o    the specific payment option(s) you choose.


 OPTION 1 - EQUAL         o     We will pay the proceeds, plus interest, in
 MONTHLY INSTALLMENTS           equal monthly installments for a fixed period of
 FOR A FIXED PERIOD             your choice, but not longer than 240 months.
                          o     We will stop making payments once we have made
                                all the payments for the period selected.

                                       57
<PAGE>


 OPTION 2 - EQUAL           At your or the beneficiary's direction, we will make
 MONTHLY INSTALLMENTS       equal monthly installments:
 FOR LIFE (LIFE INCOME)        o         only for the life of the payee, at the
                                         end of which payments will end; or
                               o         for the longer of the payee's life, or
                                         for 10 years if the payee dies before
                                         the end of the first 10 years of
                                         payments; or
                               o         until the total amount of all payments
                                         we have made equals the proceeds that
                                         were applied to the settlement option.

 OPTION 3 - EQUAL              o         We will make equal monthly payments
 MONTHLY INSTALLMENTS FOR                during the joint lifetime of two
 THE LIFE OF THE PAYEE AND               persons, first to a chosen payee, and
 THEN TO A DESIGNATED                    then persons, first to a chosen
                                         payee, and to a co-payee, if living,
                                         upon the death of the payee.

 SURVIVOR (JOINT AND           o         Payments to the co-payee, if living,
 SURVIVOR)                               upon the payee's death
                                         will equal either:
                                         ->  the full amount made to the payee
                                             before the payee's death; or
                                         ->  two-thirds of the amount paid to
                                             the payee before the payee's death.
                                             All payments will cease upon the
                                             death of the co-payee.

REPORTS TO OWNERS

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


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

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

RECORDS

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

POLICY TERMINATION

     Your Policy will terminate on the earliest of:


  o     the maturity date;             o     the end of the grace period; or
  o     the date the insured dies;     o     the date the Policy is
                                             surrendered.


                                       58
<PAGE>

SUPPLEMENTAL BENEFITS (RIDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following supplemental benefits (riders) are available and may be
added to a Policy. Monthly charges for these riders 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. These riders may not be available in all states.

CHILDREN'S INSURANCE RIDER

     This rider provides a face amount on the primary insured's children. Our
current minimum face amount for this rider for issue ages 0-18 is $2,000. The
maximum face amount is $10,000. At the age of 25 or upon death of the primary
insured, whichever happens first, this rider may be converted to a new policy
with a maximum face amount of up to five times the face amount of the rider. 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

     Our current minimum face amount for this rider for issue ages 15-59 is
$10,000. The maximum face amount available for this rider is $150,000 (up to
150% of specified amount).

     Subject to certain limitations, we will pay a face amount if the primary
insured's death results solely from accidental bodily injury where:

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

The rider will terminate on the earliest of:

     o      the Policy anniversary nearest the primary insured's 70th
            birthday;
     o      the date the Policy terminates; or
     o      the Monthiversary when the rider terminates at the owner's
            request.

OTHER INSURED RIDER

     This rider insures the spouse or life partner and/or dependent children of
the primary insured. We will pay the rider's face amount when we receive proof
of the other insured's death. On any Monthiversary while the rider is in force,
you may replace it with a new policy on the other insured's life (without
evidence of insurability).


                                       59
<PAGE>

 CONDITIONS TO     o       your request must be in writing;
 REPLACE THE       o       the rider has not reached the anniversary nearest to
 RIDER;                    the other insured's 70th birthday;
                   o       the new policy is any permanent insurance plan that
                           we currently offer;
                   o       subject to the minimum face amount required for the
                           new policy, the amount of the insurance under the
                           new policy will equal the face amount in force under
                           the rider as long as it meets the minimum specified
                           amount requirements of the original Policy; and
                   o       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. This rider may be purchased if your issue
age is 15-55 years of age. We must receive proof that:

     o      you are totally disabled;

     o      the rider was in force when you became disabled;

     o      you became disabled before the anniversary nearest your 60th
            birthday; and

     o      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 INCOME RIDER

     This rider has the same benefits as the Disability Waiver Rider, but adds
a monthly income benefit for up to 120 months. This rider may be purchased if
your issue age is 15-55 years of age. The minimum income amount for this rider
is $10. The maximum income amount is the lesser of 0.2% of your specified
amount or $300 per month.

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.


                                       60
<PAGE>

 FEATURES OF     o    the rider increases the Policy's death benefit by the
 PIR AND PIR          rider's face amount;
 PLUS:           o    the PIR may be purchased from issue ages 0-80;
                 o    the PIR Plus may be purchased from issue ages 18-80;
                 o    the PIR terminates when the insured turns 90, and the PIR
                      Plus terminates when the insured turns 85;
                 o    the minimum purchase amount for the PIR and PIR Plus is
                      $25,000. There is no maximum purchase amount;
                 o    we do not assess any additional surrender charge for PIR
                      and PIR Plus;
                 o    generally PIR and PIR Plus coverage costs less than the
                      insurance coverage under the Policy, but has no cash
                      value;
                 o    you may cancel or reduce your rider coverage without
                      decreasing your Policy's specified amount; and
                 o    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 Policy's specified amount, because we do not deduct surrender
charge in connection with your PIR or PIR Plus. 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 offering 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:

     o      the death benefit on the date we pay the single-sum benefit;
            MULTIPLIED BY
     o      the election percentage of the death benefit you elect to
            receive; DIVIDED BY
     o      1 + i ("i" equals the current yield on 90-day Treasury bills or
            the Policy loan interest rate, whichever is greater); MINUS
     o      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:


     o      the death benefit available under the Policy at the insured's
     death; PLUS

                                       61
<PAGE>

     o      the benefit available under any PIR or PIR Plus in force.
     o      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.

     We will not pay a benefit under the rider if the insured's 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:

     o      the date the Policy terminates;
     o      the date a settlement option takes effect;
     o      the date we pay a single-sum benefit; or
     o      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"). IMSA is an independent, voluntary organization of life insurance
companies. It promotes high ethical standards in the sales and advertising of
individual life insurance and annuity products. Companies must undergo a
rigorous self and independent assessment of their practices to become a member
of IMSA. The IMSA logo in our sales literature shows our ongoing commitment to
these standards.


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

RATES OF RETURN

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

     We base the rates of return that we show below on each portfolio's actual
investment performance. We deduct investment management fees and direct fund
expenses. The rates are actual average annual total return for the periods
ended on December 31, 1999.

     These rates of return do not reflect any charges that are deducted under
the Policy or from the separate account (such as the annual mortality and
expense risk charge, the monthly deduction, or the surrender charge). IF THESE
CHARGES WERE DEDUCTED, PERFORMANCE


                                       62
<PAGE>

WOULD BE SIGNIFICANTLY LOWER. These rates of return are not estimates,
projections or guarantees of future performance.

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

                          AVERAGE ANNUAL TOTAL RETURN
                   FOR THE PERIODS ENDED ON DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                                                INCEPTION
FUND PORTFOLIO                             INCEPTION      10 YEARS      5 YEARS      3 YEARS       1 YEAR          DATE
- --------------------------------------   -------------   ----------   -----------   ---------   -----------   -------------
<S>                                      <C>             <C>          <C>           <C>         <C>           <C>
WRL VKAM EMERGING GROWTH .............        32.64%        N/A           42.96%      50.69%      105.16%      03/01/1993
WRL T. ROWE PRICE SMALL CAP ..........        38.49%        N/A           N/A          N/A         N/A         05/03/1999
WRL GOLDMAN SACHS SMALL CAP ..........        17.82%        N/A           N/A          N/A         N/A         05/03/1999
WRL PILGRIM BAXTER MID CAP GROWTH.....        78.00%        N/A           N/A          N/A         N/A         05/03/1999
WRL ALGER AGGRESSIVE GROWTH ..........        30.35%        N/A           36.62%      46.16%       69.02%      03/01/1994
WRL THIRD AVENUE VALUE ...............         3.84%        N/A           N/A          N/A         15.72%      01/02/1998
WRL GE INTERNATIONAL EQUITY ..........        14.90%        N/A           N/A          N/A         24.95%      01/02/1997
WRL JANUS GLOBAL .....................        27.91%        N/A           32.94%      38.24%       71.10%      12/03/1992
WRL JANUS GROWTH .....................        23.47%        23.62%        39.89%      45.60%       59.67%      10/02/1986
WRL GOLDMAN SACHS GROWTH .............        17.50%        N/A           N/A          N/A         N/A         05/03/1999
WRL GE U.S. EQUITY ...................        22.76%        N/A           N/A          N/A         18.41%      01/02/1997
WRL SALOMON ALL CAP ..................        15.57%        N/A           N/A          N/A         N/A         05/03/1999
WRL C.A.S.E. GROWTH ..................        18.80%        N/A           N/A         16.41%       33.84%      05/01/1995
WRL DREYFUS MID CAP ..................         7.20%        N/A           N/A          N/A         N/A         05/03/1999
WRL NWQ VALUE EQUITY .................        10.76%        N/A           N/A          8.73%        7.95%      05/01/1996
WRL T. ROWE PRICE DIVIDEND GROWTH.....        (7.40)%       N/A           N/A          N/A         N/A         05/03/1999
WRL DEAN ASSET ALLOCATION ............        10.38%        N/A           N/A          6.02%       (5.64)%     01/03/1995
WRL LKCM STRATEGIC TOTAL RETURN ......        13.82%        N/A           16.50%      14.40%       12.07%      03/01/1993
WRL J.P. MORGAN REAL ESTATE
 SECURITIES ..........................       (11.31)%       N/A           N/A          N/A         (3.77)%     05/01/1998
WRL FEDERATED GROWTH & INCOME ........         8.82%        N/A           11.41%       7.07%       (4.45)%     03/01/1994
WRL AEGON BALANCED ...................         8.53%        N/A           11.34%       8.86%        3.03%      03/01/1994
WRL AEGON BOND .......................         7.03%         7.33%         7.36%       5.02%       (2.94)%     10/02/1986
WRL J.P. MORGAN MONEY MARKET* ........         5.00%         4.67%         5.11%       5.04%        4.63%      10/02/1986
S&P 500 ..............................        18.11%        18.20%        28.54%      27.56%       21.04%      10/02/1986
</TABLE>

*Yield more closely reflects the current earnings than its total return.

     Because WRL Great Companies -- America(SM), WRL Great Companies --
Technology(SM), WRL Value Line Aggressive Growth portfolios, Fidelity VIP
Equity-Income Portfolio -- Service Class 2, Fidelity VIP II
Contrafund/registered trademark/ Portfolio -- Service Class 2, and Fidelity VIP
III Growth Opportunities Portfolio -- Service Class 2 had not commenced
operations as of December 31, 1999, the above chart does not reflect rates of
return for these portfolios.

     The annualized yield for the WRL J.P. Morgan Money Market portfolio for
the seven days ended December 31, 1999 was 5.15%.


                                       63
<PAGE>

     Additional information regarding the investment performance of the
portfolios appears in the fund prospectuses, which accompany this prospectus.

HYPOTHETICAL ILLUSTRATIONS BASED ON SUBACCOUNT PERFORMANCE

     This section contains hypothetical illustrations of Policy values based on
the historical experience of the subaccounts. We started selling the Policies
in 1999. The separate account and the WRL Funds commenced operations on October
2, 1986. The rates of return below show the actual investment experience of
each subaccount for the periods shown. The illustrations of cash value and net
surrender value below depict these Policy values as if you had purchased the
Policy on the last valuation date prior to January 1 of the year after the
subaccount began operations and had elected death benefit Option A. The
illustrations are based on the historical investment experience of the
subaccount indicated as of the last valuation date prior to January 1 of the
year after the subaccount began operations. WE ASSUMED THE RATE OF RETURN FOR
EACH SUBACCOUNT IN EACH CALENDAR YEAR TO BE UNIFORMLY EARNED THROUGHOUT THE
YEAR; HOWEVER, THE SUBACCOUNT'S ACTUAL PERFORMANCE DID AND WILL VARY THROUGHOUT
THE YEAR.

     In order to demonstrate how the actual investment experience of the
subaccounts could have affected the Option A death benefit, cash value and net
surrender value of the Policy, we provide hypothetical illustrations for a
hypothetical insured. THESE HYPOTHETICAL ILLUSTRATIONS ARE DESIGNED TO SHOW THE
PERFORMANCE THAT COULD HAVE RESULTED IF THE HYPOTHETICAL INSURED HAD HELD THE
POLICY DURING THE PERIOD ILLUSTRATED. 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 subaccounts. For each subaccount, we base one
illustration on the guaranteed cost of insurance rates and one on the current
cost of insurance rates for a hypothetical male insured age 35. The insured's
age, gender and rate class, amount and timing of premium payments, cash
withdrawals, and loans would affect individual Policy benefits.

     For each subaccount, the illustrations below assume death benefit Option A
was selected based on an annual premium of $5,500 and a specified amount of
$500,000 for a male age 35, non-tobacco use, ultimate select rate class.


                                       64
<PAGE>

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


                               WRL JANUS GROWTH
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value             Net Surrender Value
                                             -------------------------   ------------------------
Last valuation date prior to January 1*:       Current     Guaranteed      Current     Guaranteed
- ------------------------------------------   ----------   ------------   ----------   -----------
<S>                                          <C>          <C>            <C>          <C>
1988 .....................................    $  5,176      $  5,176      $  1,303     $  1,303
1989 .....................................      11,637        11,541         7,302        7,206
1990 .....................................      23,923        23,647        19,126       18,850
1991 .....................................      28,240        27,826        22,981       22,567
1992 .....................................      52,271        51,425        46,550       45,703
1993 .....................................      57,670        56,658        51,487       50,475
1994 .....................................      64,095        62,885        57,449       56,240
1995 .....................................      62,252        60,986        55,145       53,879
1996 .....................................      97,389        95,378        89,820       87,808
1997 .....................................     119,030       116,552       110,999      108,521
1998 .....................................     143,738       140,771       136,944      133,976
1999 .....................................     241,766       236,825       236,393      231,452
2000 .....................................     389,716       381,821       385,949      378,054
</TABLE>

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

                                       65
<PAGE>

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


                                WRL AEGON BOND
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1988 .....................................    $ 4,346       $ 4,346      $   473      $   473
1989 .....................................      9,644         9,552        5,308        5,217
1990 .....................................     16,287        16,064       11,490       11,267
1991 .....................................     22,036        21,653       16,776       16,394
1992 .....................................     31,431        30,815       25,710       25,093
1993 .....................................     38,094        37,279       31,911       31,096
1994 .....................................     47,904        46,807       41,259       40,161
1995 .....................................     48,227        47,041       41,120       39,934
1996 .....................................     64,163        62,561       56,594       54,991
1997 .....................................     67,880        66,164       59,848       58,133
1998 .....................................     77,932        75,990       71,137       69,196
1999 .....................................     88,869        86,668       83,496       81,294
2000 .....................................     89,273        87,043       85,506       83,276
</TABLE>

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

                                       66
<PAGE>

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


                          WRL J.P. MORGAN MONEY MARKET
                    Male Issue Age 35, $5,500 Annual Premium
       ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
               Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1988 .....................................    $ 4,858       $ 4,858      $   985      $   985
1989 .....................................      9,999         9,908        5,663        5,573
1990 .....................................     15,712        15,500       10,915       10,702
1991 .....................................     21,612        21,238       16,353       15,979
1992 .....................................     27,339        26,793       21,617       21,072
1993 .....................................     32,548        31,830       26,365       25,647
1994 .....................................     37,594        36,691       30,949       30,045
1995 .....................................     43,076        41,962       35,969       34,855
1996 .....................................     49,502        48,192       41,932       40,623
1997 .....................................     55,920        54,426       47,889       46,395
1998 .....................................     62,590        60,947       55,796       54,152
1999 .....................................     69,476        67,663       64,103       62,290
2000 .....................................     76,119        74,119       72,352       70,352
</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 subaccount would have affected benefits for a Policy dated on the last
valuation date prior to January 1, 1993. This example assumes that premiums and
cash values were in the subaccount for the entire period and that the values
were determined on each Policy anniversary thereafter.


                               WRL JANUS GLOBAL
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value             Net Surrender Value
                                             -------------------------   ------------------------
Last valuation date prior to January 1*:       Current     Guaranteed      Current     Guaranteed
- ------------------------------------------   ----------   ------------   ----------   -----------
<S>                                          <C>          <C>            <C>          <C>
1994 .....................................    $  6,392      $  6,392      $  2,519      $ 2,519
1995 .....................................      10,983        10,896         6,648        6,560
1996 .....................................      19,149        18,918        14,352       14,121
1997 .....................................      30,221        29,768        24,962       24,508
1998 .....................................      41,054        40,358        35,333       34,637
1999 .....................................      58,909        57,835        52,726       51,651
2000 .....................................     107,949       105,914       101,303       99,268
</TABLE>

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

                                       67
<PAGE>

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


                            WRL VKAM EMERGING GROWTH
                    Male Issue Age 35, $5,500 Annual Premium
       ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
               Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value             Net Surrender Value
                                             -------------------------   ------------------------
Last valuation date prior to January 1*:       Current     Guaranteed      Current     Guaranteed
- ------------------------------------------   ----------   ------------   ----------   -----------
<S>                                          <C>          <C>            <C>          <C>
1995 .....................................    $  4,261      $  4,261      $    388     $    388
1996 .....................................      13,170        13,062         8,835        8,727
1997 .....................................      21,065        20,816        16,268       16,019
1998 .....................................      31,022        30,566        25,763       25,306
1999 .....................................      48,644        47,848        42,923       42,127
2000 .....................................     108,745       106,906       102,562      100,723
</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 subaccount would have affected benefits for a Policy
dated on the last valuation date prior to January 1, 1994. This example assumes
that premiums and cash values were in the subaccount for the entire period and
that the values were determined on each Policy anniversary thereafter.


                        WRL LKCM STRATEGIC TOTAL RETURN
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1995 .....................................    $ 4,603       $ 4,603      $   729      $   729
1996 .....................................     11,541        11,443        7,206        7,107
1997 .....................................     18,505        18,273       13,708       13,476
1998 .....................................     28,028        27,590       22,768       22,330
1999 .....................................     35,481        34,848       29,759       29,127
2000 .....................................     44,507        43,639       38,324       37,456
</TABLE>

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

                                       68
<PAGE>

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


                          WRL ALGER AGGRESSIVE GROWTH
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................    $ 6,543       $ 6,543      $ 2,669      $ 2,669
1997 .....................................     12,306        12,214        7,971        7,879
1998 .....................................     20,970        20,732       16,173       15,935
1999 .....................................     37,942        37,417       32,682       32,158
2000 .....................................     71,603        70,531       65,881       64,810
</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 Dean
Asset Allocation subaccount would have affected benefits for a Policy dated on
the last valuation date prior to January 1, 1995. This example assumes that
premiums and cash values were in the subaccount for the entire period and that
the values were determined on each Policy anniversary thereafter.


                           WRL DEAN ASSET ALLOCATION
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................    $ 5,638       $ 5,638      $ 1,765      $ 1,765
1997 .....................................     11,735        11,641        7,400        7,306
1998 .....................................     18,990        18,762       14,193       13,964
1999 .....................................     25,393        24,999       20,134       19,740
2000 .....................................     28,007        27,492       22,285       21,771
</TABLE>

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

                                       69
<PAGE>

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


                         WRL FEDERATED GROWTH & INCOME
                    Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................    $ 5,898       $ 5,898      $ 2,025      $ 2,025
1997 .....................................     11,729        11,636        7,393        7,301
1998 .....................................     20,325        20,086       15,528       15,289
1999 .....................................     25,499        25,110       20,239       19,851
2000 .....................................     28,465        27,951       22,744       22,230
</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 AEGON
Balanced subaccount would have affected benefits for a Policy dated on the last
valuation date prior to January 1, 1995. This example assumes that premiums and
cash values were in the subaccount for the entire period and that the values
were determined on each Policy anniversary thereafter.


                              WRL AEGON BALANCED
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................    $ 5,624       $ 5,624      $ 1,750      $ 1,750
1997 .....................................     11,326        11,234        6,991        6,899
1998 .....................................     18,600        18,373       13,803       13,575
1999 .....................................     24,645        24,256       19,386       18,997
2000 .....................................     29,854        29,305       24,133       23,584
</TABLE>

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

                                       70
<PAGE>

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


                              WRL C.A.S.E. GROWTH
                    Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1*      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1997 ....................................    $ 5,508       $ 5,508      $ 1,634      $ 1,634
1998 ....................................     11,651        11,556        7,315        7,221
1999 ....................................     16,554        16,346       11,757       11,549
2000 ....................................     28,240        27,797       22,981       22,538
</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 GE
U.S. Equity subaccount would have affected benefits for a Policy dated on the
last valuation date prior to January 1, 1997. This example assumes that
premiums and cash values were in the subaccount for the entire period and that
the values were determined on each Policy anniversary thereafter.

                              WRL GE U.S. EQUITY
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................    $ 5,987       $ 5,987      $ 2,114      $ 2,114
1999 .....................................     13,058        12,960        8,722        8,625
2000 .....................................     20,847        20,612       16,050       15,814
</TABLE>

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

                                       71
<PAGE>

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


                             WRL NWQ VALUE EQUITY
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................    $ 5,887       $ 5,887      $ 2,014      $ 2,014
1999 .....................................      9,935         9,850        5,600        5,514
2000 .....................................     15,623        15,416       10,825       10,619
</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 GE
International Equity subaccount would have affected benefits for a Policy dated
on the last valuation date prior to January 1, 1997. This example assumes that
premiums and cash values were in the subaccount for the entire period and that
the values were determined on each Policy anniversary thereafter.


                          WRL GE INTERNATIONAL EQUITY
                    Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................    $ 5,005       $ 5,005      $ 1,132      $ 1,132
1999 .....................................     10,859        10,766        6,524        6,431
2000 .....................................     19,297        19,057       14,500       14,259
</TABLE>

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


                                       72
<PAGE>

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


                            WRL THIRD AVENUE VALUE
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1999 .....................................    $ 4,287       $ 4,287      $  414        $  414
2000 .....................................     10,321        10,226       5,986         5,891
</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 J.P.
Morgan Real Estate Securities subaccount would have affected benefits for a
Policy dated on the last valuation date prior to January 1, 1999. This example
assumes that premiums and cash values were in the subaccount for the entire
period and that the values were determined on each Policy anniversary
thereafter.


                    WRL J.P. MORGAN REAL ESTATE SECURITIES
                   Male Issue Age 35, $5,500 Annual Premium
      ($500,000 specified amount, Non-Tobacco Use, Ultimate Select Class)
                            Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                                    Cash Value            Net Surrender Value
                                             ------------------------   -----------------------
Last valuation date prior to January 1*:      Current     Guaranteed     Current     Guaranteed
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
2000 .....................................    $4,440        $4,440         $567         $567
</TABLE>

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


     Because the WRL Goldman Sachs Growth, WRL Goldman Sachs Small Cap, WRL T.
Rowe Price Dividend Growth, WRL T. Rowe Price Small Cap, WRL Salomon All Cap,
WRL Pilgrim Baxter Mid Cap Growth and WRL Dreyfus Mid Cap subaccounts did not
commence operations until May 3, 1999, and the Fidelity VIP Equity-Income
Portfolio -- Service Class 2, Fidelity VIP II Contrafund/registered trademark/
Portfolio -- Service Class 2 and Fidelity VIP III Growth Opportunities
Portfolio -- Service Class 2, WRL Great Companies -- America(SM), WRL Great
Companies -- Technology(SM), and WRL Value Line Aggressive Growth subaccounts
did not commence operations until May 1, 2000, there are no hypothetical
illustrations for these subaccounts.


                                       73
<PAGE>

OTHER PERFORMANCE DATA IN ADVERTISING SALES LITERATURE

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

   o        other variable life issuers in general;
   o        variable life insurance policies which invest in mutual funds with
            similar investment objectives and policies, as reported by Lipper
            Analytical Services, Inc. ("Lipper") and Morningstar, Inc.
            ("Morningstar"); and other services, companies, individuals, or
            industry or financial publications (E.G., FORBES, MONEY, THE WALL
            STREET JOURNAL, BUSINESS WEEK, BARRON'S, KIPLINGER'S PERSONAL
            FINANCE, and FORTUNE);
            ->  Lipper and Morningstar rank variable annuity contracts and
                variable life policies. Their performance analysis ranks such
                policies and contracts on the basis of total return  and
                assumes reinvestment of distributions; but it does not show
                sales charges, redemption fees or certain expense deductions at
                the separate account level.
   o        the Standard & Poor's Index of 500 Common Stocks, or other widely
            recognized indices;
            ->  unmanaged indices may assume the reinvestment of dividends, but
                usually do not reflect deductions for the expenses of operating
                or managing an investment portfolio; or
   o        other types of investments, such as:
            ->  certificates of deposit;
            ->  savings accounts and U.S. Treasuries;
            ->  certain interest rate and inflation indices (E.G., the Consumer
                Price Index); or
            -   indices measuring the performance of a defined group of
                securities recognized by investors as representing a particular
                segment of the securities markets (E.G., Donoghue Money
                Market Institutional Average, Lehman Brothers Corporate
                Bond Index, or Lehman Brothers Government Bond Index).

WESTERN RESERVE'S PUBLISHED RATINGS

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


                                       74
<PAGE>

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:

   o        65% of all premiums you make during the first Policy year, PLUS
   o        2.50% of all premiums you make during Policy years 2 through 10.

We will pay an additional sales commission of up to 0.15% 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 $10,000. In
addition, certain production, persistency and managerial bonuses may be paid.

     AFSG will receive the 12b-1 fees assessed against the Fidelity VIP Funds
shares held for the Policies as compensation for providing certain shareholder
support services. AFSG will also receive an additional fee based on the value
of shares of the Fidelity VIP Funds held for the Policies as compensation for
providing certain recordkeeping services.

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, Senior
Vice President, Assistant Secretary and General Counsel of Western Reserve.

LEGAL PROCEEDINGS

     Like other life insurance companies, we are involved in lawsuits. We are
not aware of any class action lawsuits naming us as a defendant or involving
the separate account. In some lawsuits involving other insurers, substantial
damages have been sought and/or material settlement payments have been made.
Although the outcome of any litigation cannot be predicted with certainty, we
believe that at the present time there are no pending or threatened lawsuits
that are reasonably likely to have a material adverse impact on us, or AFSG, or
the separate account.

VARIATIONS IN POLICY PROVISIONS

     Certain provisions of the Policy may vary from the descriptions in this
prospectus depending on when and where the Policy was issued, in order to
comply with different state laws. These


                                       75
<PAGE>

variations may include restrictions on use of the fixed account and different
interest rates charged and credited on Policy loans. Please refer to your
Policy, since any variations will be included in your Policy or in riders or
endorsements attached to your Policy.

EXPERTS

     The financial statements of WRL Series Life Account as of December 31,
1999 and for the year then ended have been included herein in reliance upon the
report of PricewaterhouseCoopers LLP, independent certified public accountants,
and upon the authority of that firm as experts in accounting and auditing.

     The statutory-basis financial statements and schedules of Western Reserve
at December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999, appearing in this prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon appearing elsewhere herein which is based in part
on the report of PricewaterhouseCoopers LLP, independent certified public
accountants. The financial statements and schedules referred to above are
included in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.

     Actuarial matters included in this prospectus have been examined by Alan
Yaeger as stated in the opinion filed as an exhibit to the registration
statement.

FINANCIAL STATEMENTS

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

     Western Reserve's financial statements as of December 31, 1999 and 1998
and for the end of the three years in the period ended December 31, 1999, 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 indirectly
by AEGON USA, Inc. Western Reserve's office is located at 570 Carillon Parkway,
St. Petersburg, Florida 33716-1202, and the mailing address is P.O. Box 5068,
Clearwater, Florida 33758-5068.

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


                                       76
<PAGE>

WESTERN RESERVE'S DIRECTORS AND OFFICERS

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


                              BOARD OF DIRECTORS


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

 Jerome C. Vahl                    Director and President            Executive Vice President (1998 -
 570 Carillon Parkway                                                1999), Vice President (1995 -
 St. Petersburg, Florida 33716                                       1998), Assistant Vice President
                                                                     (1994 - 1995) of Western
                                                                     Reserve; Vice President and
                                                                     Manager Corporate Projects
                                                                     (1991 - 1996), and Manager Tax
                                                                     and Technical (1986 - 1991) 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>

                                       77
<PAGE>

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


                              PRINCIPAL OFFICERS

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

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

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

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

                                       78
<PAGE>

     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 USA, Inc. ("AEGON USA") in the
aggregate amount of $12 million, covering all of the employees of AEGON USA 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 representatives of AFSG to a limit of $10 million.


ADDITIONAL INFORMATION ABOUT THE SEPARATE ACCOUNT

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


                                       79
<PAGE>

APPENDIX A
ILLUSTRATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following illustrations show how certain values under a sample Policy
would change with different rates of fictional investment performance over an
extended period of time. In particular, the illustrations show how the death
benefit, cash value, and net surrender value under a Policy issued to an
insured of a given age, would change over time if the premiums indicated were
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 premiums
indicated, you do not change 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 82 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 $5,500, a $500,000 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 83 is based on the same factors as those on page
82, 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 guarantee to reduce this charge to 0.60% after the
first 15 Policy years). We intend to reduce this charge to 0.30% in the 16th
Policy year but we do not guarantee that we will do so, and we reserve the
right to maintain this charge at the 0.60% level after the 16th Policy year.
The following illustrations use 0.30% after the 15th Policy year; (2) estimated
daily expenses equivalent to an effective average annual expense level of 0.92%
of the portfolios' average daily net assets; and (3) all applicable cash value
charges. The 0.92% average portfolio expense level assumes an equal allocation
of amounts among the 29 subaccounts. We used annualized actual audited expenses
incurred during 1999 as shown in the Portfolio Annual Expense Table for the
portfolios to calculate the average annual expense level.

     Because the WRL Great Companies -- America(SM), WRL Great Companies --
Technology(SM), WRL Value Line Aggressive Growth portfolios, Fidelity VIP
Equity-Income Portfolio -- Service Class 2, Fidelity VIP II
Contrafund/registered trademark/ -- Service Class 2, and Fidelity VIP III
Growth Opportunities Portfolio -- Service Class 2 had not commenced operations
as of December 31, 1999, the estimated average annual portfolio expense level
reflects estimated expenses for each of these portfolios for 2000.


                                       80
<PAGE>

     During 1999, WRL Management undertook to pay normal operating expenses of
certain WRL portfolios that exceeded a certain stated percentage of those
portfolios' average daily net assets. WRL Management has undertaken until at
least April 30, 2001 to pay expenses to the extent normal operating expenses of
certain portfolios of the WRL Fund exceed a stated percentage of the
portfolio's average daily net assets. For details on these expense limits, the
amounts reimbursed by WRL Management during 1999, and the expense ratios
without the reimbursements, see the Portfolio Annual Expense Table on page 13
of this prospectus.

     Without these waivers and reimbursements, total annual expenses for the
portfolios would have been greater, and the illustrations would have assumed
that the assets in the portfolios were subject to an average annual expense
level of 1.53%. Taking into account the assumed charges of 1.82%, the gross
annual investment return rates of 0%, 6% and 12% are equivalent to net annual
investment return rates of -1.82%, 4.18%, and 10.18% during the first 15 Policy
years and -1.22%, 4.78% and 10.78% thereafter.

     THE HYPOTHETICAL RETURNS SHOWN IN THE TABLES ARE PROVIDED ONLY TO
ILLUSTRATE THE MECHANICS OF A HYPOTHETICAL POLICY AND DO NOT REPRESENT PAST OR
FUTURE INVESTMENT RATES OF RETURN. Tax charges that may be attributable to the
separate account are not reflected 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 Policy
features.


                                       81
<PAGE>

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

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

</TABLE>


<TABLE>
<CAPTION>
END OF              PREMIUMS                                      DEATH BENEFIT
POLICY            ACCUMULATED                          ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                 AT 5%                                 ANNUAL INVESTMENT RETURN OF
                                         0% (GROSS)                 6% (GROSS)                 12% (GROSS)
                                  -1.82% (NET) YEARS 1-15     4.18% (NET) YEARS 1-15     10.18% (NET) YEARS 1-15
                                   -1.22 (NET) YEARS 16+       4.78% (NET) YEARS 16+     10.78% (NET) YEARS 16+
<S>              <C>             <C>                         <C>                        <C>
  1                    5,775              500,000                      500,000                    500,000
  2                   11,839              500,000                      500,000                    500,000
  3                   18,206              500,000                      500,000                    500,000
  4                   24,891              500,000                      500,000                    500,000
  5                   31,911              500,000                      500,000                    500,000
  6                   39,281              500,000                      500,000                    500,000
  7                   47,020              500,000                      500,000                    500,000
  8                   55,146              500,000                      500,000                    500,000
  9                   63,678              500,000                      500,000                    500,000
  10                  72,637              500,000                      500,000                    500,000
  15                 124,616              500,000                      500,000                    500,000
  20                 190,956              500,000                      500,000                    500,000
  30(AGE 65)         383,684              500,000                      500,000                  1,102,125
  40(AGE 75)         697,619              500,000                      505,784                  2,748,557
  50(AGE 85)       1,208,985                    *                      854,800                  7,509,757
  60(AGE 95)       2,041,946                    *                    1,354,382                 19,778,188
</TABLE>


<TABLE>
<CAPTION>
END OF                           CASH VALUE                                   NET SURRENDER VALUE
POLICY               ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                     ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
                 0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
                -1.82% (NET)     4.18% (NET)     10.18% (NET)     -1.82% (NET)     4.18% (NET)     10.18% (NET)
                 YEARS 1-15       YEARS 1-15      YEARS 1-15       YEARS 1-15       YEARS 1-15      YEARS 1-15
                -1.22% (NET)     4.78% (NET)     10.78% (NET)     -1.22% (NET)     4.78% (NET)     10.78% (NET)
                  YEARS 16+       YEARS 16+        YEARS 16+        YEARS 16+       YEARS 16+       YEARS 16+
<S>            <C>              <C>             <C>              <C>              <C>             <C>
1                   4,583             4,886            5,190            709             1,013           1,317
2                   9,070             9,965           10,897          4,734             5,629           6,562
3                  13,453            15,234           17,165          8,656            10,437          12,367
4                  17,740            20,709           24,056         12,481            15,449          18,797
5                  21,900            26,364           31,603         16,179            20,642          25,882
6                  25,930            32,203           39,871         19,747            26,020          33,687
7                  29,826            38,229           48,926         23,180            31,583          42,280
8                  33,589            44,449           58,853         26,482            37,342          51,746
9                  37,155            50,806           69,680         29,586            43,237          62,110
10                 40,557            57,337           81,532         32,526            49,306          73,501
15                 54,936            92,692          160,311         54,936            92,692         160,311
20                 66,882           137,266          295,502         66,882           137,266         295,502
30(AGE 65)         83,858           265,509          903,381         83,858           265,509         903,381
40(AGE 75)         73,788           472,695        2,568,745         73,788           472,695       2,568,745
50(AGE 85)              *           814,095        7,152,150              *           814,095       7,152,150
60(AGE 95)              *         1,340,972       19,582,365              *         1,340,972      19,582,365
</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 funds. 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 funds 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 current fund prospectuses.



                                       82
<PAGE>

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


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

</TABLE>


<TABLE>
<CAPTION>
END OF              PREMIUMS                                      DEATH BENEFIT
POLICY            ACCUMULATED                          ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                 AT 5%                                 ANNUAL INVESTMENT RETURN OF
                                         0% (GROSS)                 6% (GROSS)                 12% (GROSS)
                                  -1.82% (NET) YEARS 1-15     4.18% (NET) YEARS 1-15     10.18% (NET) YEARS 1-15
                                   -1.22% (NET) YEARS 16+      4.78% (NET) YEARS 16+     10.78% (NET) YEARS 16+
<S>              <C>             <C>                         <C>                        <C>
  1                    5,775              500,000                   1,500,000                     500,000
  2                   11,839              500,000                     500,000                     500,000
  3                   18,206              500,000                     500,000                     500,000
  4                   24,891              500,000                     500,000                     500,000
  5                   31,911              500,000                     500,000                     500,000
  6                   39,281              500,000                     500,000                     500,000
  7                   47,020              500,000                     500,000                     500,000
  8                   55,146              500,000                     500,000                     500,000
  9                   63,678              500,000                     500,000                     500,000
  10                  72,637              500,000                     500,000                     500,000
  15                 124,616              500,000                     500,000                     500,000
  20                 190,956              500,000                     500,000                     500,000
  30(AGE 65)         383,684              500,000                     500,000                   1,056,576
  40(AGE 75)         697,619                    *                     500,000                   2,567,346
  50(AGE 85)       1,208,985                    *                     611,762                   6,798,964
  60(AGE 95)       2,041,946                    *                     935,758                  16,913,844
</TABLE>


<TABLE>
<CAPTION>
END OF                           CASH VALUE                                   NET SURRENDER VALUE
POLICY               ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                     ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
                 0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
                -1.82% (NET)     4.18% (NET)     10.18% (NET)     -1.82% (NET)     4.18% (NET)     10.18% (NET)
                 YEARS 1-15       YEARS 1-15      YEARS 1-15       YEARS 1-15       YEARS 1-15      YEARS 1-15
                -1.22% (NET)     4.78% (NET)     10.78% (NET)     -1.22% (NET)     4.78% (NET)     10.78% (NET)
                  YEARS 16+       YEARS 16+        YEARS 16+        YEARS 16+       YEARS 16+       YEARS 16+
<S>            <C>              <C>             <C>              <C>              <C>             <C>
1                   4,583            4,886             5,190            709            1,013            1,317
2                   8,983            9,875            10,805          4,647            5,539            6,469
3                  13,257           15,027            16,945          8,460           10,229           12,148
4                  17,404           20,345            23,664         12,145           15,086           18,404
5                  21,418           25,829            31,012         15,697           20,108           25,290
6                  25,298           31,483            39,052         19,114           25,300           32,869
7                  29,031           37,302            47,845         22,386           30,656           41,200
8                  32,623           43,294            57,473         25,516           36,187           50,365
9                  36,063           49,458            68,013         28,493           41,888           60,443
10                 39,354           55,802            79,565         31,323           47,770           71,534
15                 53,262           90,175           156,444         53,262           90,175          156,444
20                 63,741          132,500           287,679         63,741          132,500          287,679
30(AGE 65)         55,511          234,243           866,046         55,511          234,243          866,046
40(AGE 75)              *          361,211         2,399,389              *          361,211        2,399,389
50(AGE 85)              *          582,630         6,475,204              *          582,630        6,475,204
60(AGE 95)              *          926,493        16,746,380              *          926,493       16,746,380
</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 funds. 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 funds 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 current fund prospectuses.



                                       83
<PAGE>

APPENDIX B
WEALTH INDICES OF INVESTMENTS IN THE U.S. CAPITAL MARKET
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The information below graphically depicts the growth of $1.00 invested in
large company stocks, small company stocks, long-term government bonds,
Treasury bills, and hypothetical assets returning the inflation rate over the
period from the end of 1925 to the end of 1999. 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 74-year period: investments of $1.00
in these assets would have grown to $2,845.63 and $6,640.79, respectively, by
year-end 1999. 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
$40.22.

     The lowest-risk strategy over the past 74 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 - 1999 period.

                                       84
<PAGE>

[GRAPHIC OMITTED]

                   COMPOUND ANNUAL RATES OF RETURN BY DECADE

<TABLE>
<CAPTION>
                                 1920s*     1930s      1940s      1950s      1960s       1970s      1980s     1990s
<S>                             <C>        <C>       <C>         <C>       <C>         <C>         <C>       <C>
   Large Company ............   19.2%      -0.1%      9.2%       19.4%      7.8%        5.9%       17.5%     18.2%
   Small Company ............   -4.5        1.4      20.7        16.9      15.5        11.5        15.8      15.1
   Long-Term Corp. ..........    5.2        6.9       2.7         1.0       1.7         6.2        13.0       8.3
   Long-Term Govt. ..........    5.0        4.9       3.2        -0.1       1.4         5.5        12.6       9.0
   Inter-Term Govt. .........    4.2        4.6       1.8         1.3       3.5         7.0        11.9       7.2
   Treasury Bills ...........    3.7        0.6       0.4         1.9       3.9         6.3        8.9        4.9
   Inflation ................   -1.1       -2.0       5.4         2.2       2.5         7.4        5.1        2.9
</TABLE>

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

Used with permission. /copyright/2000 Ibbotson Associates, Inc. All rights
reserved. [Certain portions of this work were derived from copyrighted works of
Roger G. Ibbotson and Rex Sinquefield.]

                                       85
<PAGE>

APPENDIX C
SURRENDER CHARGE BASE PREMIUMS
(PER THOUSAND OF SPECIFIED AMOUNT)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ISSUE       MALE        MALE       FEMALE      FEMALE      UNISEX      UNISEX
AGE       STANDARD     SELECT     STANDARD     SELECT     STANDARD     SELECT
- ------   ----------   --------   ----------   --------   ----------   -------
<S>      <C>          <C>        <C>          <C>        <C>          <C>
  0          3.28       3.28         2.48       2.48         3.13       3.13
  1          3.23       3.23         2.46       2.46         3.09       3.09
  2          3.35       3.35         2.54       2.54         3.20       3.20
  3          3.47       3.47         2.63       2.63         3.31       3.31
  4          3.61       3.61         2.73       2.73         3.44       3.44
  5          3.75       3.75         2.83       2.83         3.58       3.58
  6          3.90       3.90         2.94       2.94         3.72       3.72
  7          4.06       4.06         3.06       3.06         3.88       3,88
  8          4.24       4.24         3.18       3.18         4.04       4.04
  9          4.43       4.43         3.31       3.31         4.22       4.22
  10         4.63       4.63         3.45       3.45         4.41       4.41
  11         4.84       4.84         3.60       3.60         4.61       4.61
  12         5.07       5.07         3.76       3.76         4.82       4.82
  13         5.30       5.30         3.92       3.92         5.04       5.04
  14         5.54       5.54         4.09       4.09         5.27       5.27
  15         5.78       5.78         4.27       4.27         5.50       5.50
  16         6.01       6.01         4.45       4.45         5.72       5.72
  17         6.25       6.25         4.64       4.64         5.95       5.95
  18         6.48       4.88         4.84       4.08         6.18       4.73
  19         6.73       5.06         5.05       4.24         6.41       4.91
  20         6.98       5.25         5.26       4.42         6.66       5.09
  21         7.25       5.44         5.49       4.61         6.92       5.29
  22         7.53       5.65         5.73       4.80         7.19       5.49
  23         7.83       5.88         5.98       5.01         7.49       5.71
  24         8.15       6.11         6.25       5.23         7.80       5.95
  25         8.50       6.37         6.53       5.46         8.14       6.20
  26         8.87       6.64         6.82       5.70         8.50       6.47
  27         9.27       6.94         7.14       5.96         8.88       6.75
  28         9.70       7.25         7.47       6.23         9.29       7.06
  29        10.16       7.58         7.81       6.51         9.73       7.38
  30        10.65       7.94         8.18       6.81        10.20       7.73
  31        11.17       8.32         8.57       7.13        10.70       8.10
  32        11.73       8.72         8.98       7.47        11.23       8.48
  33        12.32       9.14         9.41       7.82        11.79       8.90
  34        12.94       9.60         9.87       8.20        12.38       9.34
  35        13.61      10.07        10.35       8.59        13.01       9.80
  36        14.31      10.58        10.86       9.01        13.68      10.29
  37        15.06      11.12        11.40       9.45        14.39      10.81
  38        15.85      11.69        11.97       9.92        15.14      11.36
  39        16.69      12.29        12.56      10.41        15.93      11.94
  40        17.57      12.93        13.18      10.93        16.76      12.55
</TABLE>

                                       86
<PAGE>

APPENDIX C -- (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ISSUE       MALE        MALE       FEMALE      FEMALE      UNISEX       UNISEX
AGE       STANDARD     SELECT     STANDARD     SELECT     STANDARD      SELECT
- ------   ----------   --------   ----------   --------   ----------   ---------
<S>      <C>          <C>        <C>          <C>        <C>          <C>
  41        18.50       13.60       13.82       11.47       17.64       13.20
  42        19.49       14.32       14.50       12.04       18.56       13.89
  43        20.52       15.08       15.21       12.64       19.54       14.62
  44        21.62       15.88       15.95       13.27       20.56       15.39
  45        22.77       16.74       16.72       13.94       21.65       16.21
  46        23.99       17.64       17.54       14.65       22.79       17.08
  47        25.29       18.61       18.40       15.40       24.00       18.00
  48        26.65       19.63       19.31       16.19       25.27       18.98
  49        28.10       20.72       20.26       17.03       26.63       20.02
  50        29.64       21.88       21.27       17.92       28.06       21.13
  51        31.28       23.12       22.33       18.86       29.58       22.31
  52        33.01       24.45       23.46       19.86       31.19       23.57
  53        34.84       25.85       24.65       20.93       32.90       24.91
  54        36.78       27.36       25.90       22.06       34.70       26.34
  55        38.82       28.96       27.23       23.25       36.60       27.86
  56        40.98       30.66       28.63       24.53       38.61       29.48
  57        43.27       32.48       30.12       25.89       40.73       31.20
  58        45.69       34.42       31.71       27.35       42.98       33.05
  59        48.26       36.50       33.42       28.92       45.38       35.03
  60        50.99       38.72       35.26       30.61       47.93       37.14
  61        53.91       41.11       37.25       32.43       50.65       39.41
  62        57.00       43.66       39.39       34.39       53.55       41.84
  63        60.28       46.39       41.69       36.51       56.63       44.45
  64        63.75       49.31       44.14       38.78       59.89       47.24
  65        67.41       52.43       46.74       41.20       63.33       50.22
  66        71.26       55.76       49.51       43.81       66.95       53.40
  67        75.32       59.33       52.48       46.60       70.79       56.81
  68        79.83       63.16       55.66       49.63       74.86       60.47
  69        84.21       67.27       59.13       52.91       79.21       64.42
  70        89.11       71.70       62.91       56.50       83.86       68.67
  71        94.32       76.48       67.06       60.43       88.85       73.27
  72        99.87       81.53       71.57       64.72       94.19       78.17
  73       105.74       87.01       76.46       69.40       99.85       83.48
  74       111.91       92.84       81.72       74.46      105.82       89.15
  75       118.35       99.03       87.36       79.94      112.10       95.19
  76       125.04      105.60       93.39       85.85      118.64      101.62
  77       131.98      112.58       99.84       92.24      125.48      108.49
  78       139.25      120.04      106.79       99.18      132.68      115.84
  79       146.95      128.06      114.35      106.77      140.34      123.77
  80       155.17      136.75      122.61      115.12      148.58      132.39
</TABLE>


                                       87
<PAGE>

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

WRL SERIES LIFE ACCOUNT:



Report of Independent Certified Public Accountants dated February 16, 2000

Statements of Assets and Liabilities as of December 31, 1999

Statements of Operations for the year ended December 31, 1999

Statements of Changes in Net Assets for the years ended December 31, 1999 and
1998.

Financial Highlights for the periods ended December 31, 1999, 1998, 1997, 1996
and 1995

Notes to the Financial Statements


WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


Report of Independent Auditors dated February 18, 2000

Statutory-Basis Balance Sheets at December 31, 1999 and 1998

Statutory-Basis Statements of Operations for the years ended December 31, 1999,
1998 and 1997

Statutory-Basis Statements of Changes in Capital and Surplus for the years
ended December 31, 1999, 1998 and 1997

Statutory-Basis Statements of Cash Flows for the years ended December 31, 1999,
1998 and 1997

Notes to Statutory-Basis Financial Statements

Statutory-Basis Financial Statement Schedules

                                       88

<PAGE>
ZZZZZZZZZZZ
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors of Western Reserve Life Assurance Co. of Ohio
and Policy Owners of the WRL Series Life Account


In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
each of the Subaccounts constituting the WRL Series Life Account (a separate
account of Western Reserve Life Assurance Co. of Ohio ("WRL")) at December 31,
1999, the results of each of their operations, the changes in each of their net
assets and financial highlights for each of the periods indicated, in
conformity with accounting principles generally accepted in the United States.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of WRL's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States, which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
[GRAPHIC OMITTED]


PricewaterhouseCoopers LLP
Tampa, Florida
February 16, 2000


                                       89
<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS





<TABLE>
<CAPTION>
                                                               WRL             WRL              WRL               WRL
                                                           J.P. MORGAN        AEGON            JANUS             JANUS
                                                          MONEY MARKET        BOND            GROWTH            GLOBAL
                                                           SUBACCOUNT      SUBACCOUNT       SUBACCOUNT        SUBACCOUNT
<S>                                                      <C>              <C>            <C>                <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................        58,182           2,559             17,348           12,035
                                                              ======           =====             ======           ======
  Cost ...............................................     $  58,182       $  29,390       $    743,669       $  257,249
                                                           =========       =========       ============       ==========
 Investment, at net asset value ......................     $  58,182       $  27,148       $  1,353,104       $  450,848
 Transfers receivable from depositor .................             0               0                853              650
                                                           ---------       ---------       ------------       ----------
  Total assets .......................................        58,182          27,148          1,353,957          451,498
                                                           ---------       ---------       ------------       ----------
LIABILITIES:
 Accrued expenses ....................................             0               0                  0                0
 Transfers payable to depositor ......................         2,112              19                  0                0
                                                           ---------       ---------       ------------       ----------
  Total liabilities ..................................         2,112              19                  0                0
                                                           ---------       ---------       ------------       ----------
  Net assets .........................................     $  56,070       $  27,129       $  1,353,957       $  451,498
                                                           =========       =========       ============       ==========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................     $  56,070       $  27,129       $  1,353,957       $  451,498
 Depositor's equity ..................................             0               0                  0                0
                                                           ---------       ---------       ------------       ----------
  Net assets applicable to units outstanding .........     $  56,070       $  27,129       $  1,353,957       $  451,498
                                                           =========       =========       ============       ==========
 Policy Owners' units ................................         3,206           1,232              9,293           11,605
 Depositor's units ...................................             0               0                  0                0
                                                           ---------       ---------       ------------       ----------
  Units outstanding ..................................         3,206           1,232              9,293           11,605
                                                           =========       =========       ============       ==========
  Accumulation unit value ............................     $   17.49       $   22.01       $     145.70       $    38.91
                                                           =========       =========       ============       ==========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       90
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS




<TABLE>
<CAPTION>
                                                               WRL              WRL              WRL
                                                              LKCM             VKAM             ALGER            WRL
                                                            STRATEGIC        EMERGING        AGGRESSIVE         AEGON
                                                          TOTAL RETURN        GROWTH           GROWTH          BALANCED
                                                           SUBACCOUNT       SUBACCOUNT       SUBACCOUNT       SUBACCOUNT
<S>                                                      <C>              <C>              <C>              <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................          6,332           13,205           10,626           1,436
                                                                =====           ======           ======           =====
  Cost ...............................................     $   90,108       $  343,339       $  206,459       $  17,378
                                                           ==========       ==========       ==========       =========
 Investment, at net asset value ......................     $  106,667       $  607,493       $  353,584       $  18,182
 Transfers receivable from depositor .................              0              637              594               1
                                                           ----------       ----------       ----------       ---------
  Total assets .......................................        106,667          608,130          354,178          18,183
                                                           ----------       ----------       ----------       ---------
LIABILITIES:
 Accrued expenses ....................................              0                0                0               0
 Transfers payable to depositor ......................              2                0                0               0
                                                           ----------       ----------       ----------       ---------
  Total liabilities ..................................              2                0                0               0
                                                           ----------       ----------       ----------       ---------
  Net assets .........................................     $  106,665       $  608,130       $  354,178       $  18,183
                                                           ==========       ==========       ==========       =========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................     $  106,665       $  608,130       $  354,178       $  18,183
 Depositor's equity ..................................              0                0                0               0
                                                           ----------       ----------       ----------       ---------
  Net assets applicable to units outstanding .........     $  106,665       $  608,130       $  354,178       $  18,183
                                                           ==========       ==========       ==========       =========
 Policy Owners' units ................................          4,674            9,357            7,928           1,186
 Depositor's units ...................................              0                0                0               0
                                                           ----------       ----------       ----------       ---------
  Units outstanding ..................................          4,674            9,357            7,928           1,186
                                                           ==========       ==========       ==========       =========
  Accumulation unit value ............................     $    22.82       $    64.99       $    44.67       $   15.33
                                                           ==========       ==========       ==========       =========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       91
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS




<TABLE>
<CAPTION>
                                                              WRL
                                                           FEDERATED         WRL            WRL            WRL
                                                           GROWTH &      DEAN ASSET      C.A.S.E.          NWQ
                                                            INCOME       ALLOCATION       GROWTH       VALUE EQUITY
                                                          SUBACCOUNT     SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
<S>                                                      <C>            <C>            <C>            <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................        1,594          2,746          1,751           2,087
                                                              =====          =====          =====           =====
  Cost ...............................................    $  19,647      $  36,698      $  25,553       $  28,559
                                                          =========      =========      =========       =========
 Investment, at net asset value ......................    $  17,383      $  33,309      $  27,504       $  26,650
 Transfers receivable from depositor .................            6              8              5              28
                                                          ---------      ---------      ---------       ---------
  Total assets .......................................       17,389         33,317         27,509          26,678
                                                          ---------      ---------      ---------       ---------
LIABILITIES:
 Accrued expenses ....................................            0              0              0               0
 Transfers payable to depositor ......................            0              0              0               0
                                                          ---------      ---------      ---------       ---------
  Total liabilities ..................................            0              0              0               0
                                                          ---------      ---------      ---------       ---------
  Net assets .........................................    $  17,389      $  33,317      $  27,509       $  26,678
                                                          =========      =========      =========       =========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................    $  17,389      $  33,317      $  27,509       $  26,678
 Depositor's equity ..................................            0              0              0               0
                                                          ---------      ---------      ---------       ---------
  Net assets applicable to units outstanding .........    $  17,389      $  33,317      $  27,509       $  26,678
                                                          =========      =========      =========       =========
 Policy Owners' units ................................        1,117          2,128          1,657           1,895
 Depositor's units ...................................            0              0              0               0
                                                          ---------      ---------      ---------       ---------
  Units outstanding ..................................        1,117          2,128          1,657           1,895
                                                          =========      =========      =========       =========
  Accumulation unit value ............................    $   15.57      $   15.66      $   16.60       $   14.08
                                                          =========      =========      =========       =========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       92
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS



<TABLE>
<CAPTION>
                                                               WRL
                                                           GE/SCOTTISH                                           WRL
                                                            EQUITABLE           WRL              WRL         J.P. MORGAN
                                                          INTERNATIONAL          GE         THIRD AVENUE     REAL ESTATE
                                                              EQUITY        U.S. EQUITY         VALUE        SECURITIES
                                                            SUBACCOUNT       SUBACCOUNT      SUBACCOUNT      SUBACCOUNT
<S>                                                      <C>               <C>             <C>              <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................           489             1,669             329             78
                                                                 ===             =====             ===             ==
  Cost ...............................................      $  6,058         $  24,322        $  3,045        $   674
                                                            ========         =========        ========        =======
 Investment, at net asset value ......................      $  6,985         $  26,359        $  3,435        $   632
 Transfers receivable from depositor .................            28                57               0              0
                                                            --------         ---------        --------        -------
  Total assets .......................................         7,013            26,416           3,435            632
                                                            --------         ---------        --------        -------
LIABILITIES:
 Accrued expenses ....................................             0                 0               0              0
 Transfers payable to depositor ......................             0                 0              24              5
                                                            --------         ---------        --------        -------
  Total liabilities ..................................             0                 0              24              5
                                                            --------         ---------        --------        -------
  Net assets .........................................      $  7,013         $  26,416        $  3,411        $   627
                                                            ========         =========        ========        =======
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................      $  7,013         $  26,416        $  3,411        $   304
 Depositor's equity ..................................             0                 0               0            323
                                                            --------         ---------        --------        -------
  Net assets applicable to units outstanding .........      $  7,013         $  26,416        $  3,411        $   627
                                                            ========         =========        ========        =======
 Policy Owners' units ................................           475             1,468             322             38
 Depositor's units ...................................             0                 0               0             40
                                                            --------         ---------        --------        -------
  Units outstanding ..................................           475             1,468             322             78
                                                            ========         =========        ========        =======
  Accumulation unit value ............................      $  14.76         $   17.99        $  10.59        $  8.06
                                                            ========         =========        ========        =======
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       93
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS





<TABLE>
<CAPTION>
                                                             WRL             WRL              WRL              WRL
                                                        GOLDMAN SACHS   GOLDMAN SACHS    T. ROWE PRICE    T. ROWE PRICE
                                                            GROWTH        SMALL CAP     DIVIDEND GROWTH     SMALL CAP
                                                          SUBACCOUNT      SUBACCOUNT       SUBACCOUNT      SUBACCOUNT
<S>                                                    <C>             <C>             <C>               <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................          83              31               53               69
                                                                ==              ==               ==               ==
  Cost ...............................................    $    858        $    325          $   505         $    784
                                                          ========        ========          =======         ========
 Investment, at net asset value ......................    $    972        $    346          $   491         $    924
 Transfers receivable from depositor .................           5               0               10                1
                                                          --------        --------          -------         --------
  Total assets .......................................         977             346              501              925
                                                          --------        --------          -------         --------
LIABILITIES:
 Accrued expenses ....................................           0               0                0                0
 Transfers payable to depositor ......................           0               2                0                0
                                                          --------        --------          -------         --------
  Total liabilities ..................................           0               2                0                0
                                                          --------        --------          -------         --------
  Net assets .........................................    $    977        $    344          $   501         $    925
                                                          ========        ========          =======         ========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................    $    949        $    317          $   478         $    894
 Depositor's equity ..................................          28              27               23               31
                                                          --------        --------          -------         --------
  Net assets applicable to units outstanding .........    $    977        $    344          $   501         $    925
                                                          ========        ========          =======         ========
 Policy Owners' units ................................          84              28               52               72
 Depositor's units ...................................           3               3                3                3
                                                          --------        --------          -------         --------
  Units outstanding ..................................          87              31               55               75
                                                          ========        ========          =======         ========
  Accumulation unit value ............................    $  11.29        $  10.92          $  9.16         $  12.31
                                                          ========        ========          =======         ========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       94
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
ALL AMOUNTS (EXCEPT PER UNIT AMOUNTS) IN THOUSANDS





<TABLE>
<CAPTION>
                                                        WRL            WRL           WRL
                                                      SALOMON    PILGRIM BAXTER    DREYFUS
                                                      ALL CAP    MID CAP GROWTH    MID CAP
                                                    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                                                <C>          <C>              <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .........................................         34            285            30
                                                           ==            ===            ==
  Cost ...........................................   $    365       $  3,873      $    298
                                                     ========       ========      ========
 Investment, at net asset value ..................   $    383       $  5,051      $    322
 Transfers receivable from depositor .............          0             14            15
                                                     --------       --------      --------
  Total assets ...................................        383          5,065           337
                                                     --------       --------      --------
LIABILITIES:
 Accrued expenses ................................          0              0             0
 Transfers payable to depositor ..................          0              0             0
                                                     --------       --------      --------
  Total liabilities ..............................          0              0             0
                                                     --------       --------      --------
  Net assets .....................................   $    383       $  5,065      $    337
                                                     ========       ========      ========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...........................   $    356       $  5,065      $    312
 Depositor's equity ..............................         27              0            25
                                                     --------       --------      --------
  Net assets applicable to units outstanding .....   $    383       $  5,065      $    337
                                                     ========       ========      ========
 Policy Owners' units ............................         33            317            30
 Depositor's units ...............................          3              0             3
                                                     --------       --------      --------
  Units outstanding ..............................         36            317            33
                                                     ========       ========      ========
  Accumulation unit value ........................   $  10.70       $  15.98      $  10.14
                                                     ========       ========      ========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       95
<PAGE>

 WRL SERIES LIFE ACCOUNT

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
ALL AMOUNTS IN THOUSANDS





<TABLE>
<CAPTION>
                                                                     WRL             WRL            WRL           WRL
                                                                 J.P. MORGAN        AEGON          JANUS         JANUS
                                                                MONEY MARKET        BOND          GROWTH         GLOBAL
                                                                 SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                                                            <C>              <C>            <C>            <C>
INVESTMENT INCOME:
 Dividend income ...........................................       $ 1,813        $  1,562      $  19,913      $       0
 Capital gain distributions ................................             0               0        215,100         29,152
                                                                   -------        --------      ---------      ---------
  Total investment income ..................................         1,813           1,562        235,013         29,152
EXPENSES:
 Mortality and expense risk ................................           339             233          8,918          2,614
                                                                   -------        --------      ---------      ---------
  Net investment income (loss) .............................         1,474           1,329        226,095         26,538
                                                                   -------        --------      ---------      ---------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........             0             317         26,760          3,824
 Change in unrealized appreciation (depreciation) ..........             0          (2,644)       235,401        149,719
                                                                   -------        --------      ---------      ---------
  Net gain (loss) on investment securities .................             0          (2,327)       262,161        153,543
                                                                   -------        --------      ---------      ---------
   Net increase (decrease) in net assets resulting
     from operations .......................................       $ 1,474        $   (998)     $ 488,256      $ 180,081
                                                                   =======        ========      =========      =========
</TABLE>


<TABLE>
<CAPTION>
                                                                     WRL             WRL            WRL
                                                                    LKCM            VKAM           ALGER          WRL
                                                                  STRATEGIC       EMERGING      AGGRESSIVE       AEGON
                                                                TOTAL RETURN       GROWTH         GROWTH        BALANCED
                                                                 SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                                                            <C>              <C>            <C>            <C>
INVESTMENT INCOME:
 Dividend income ...........................................      $  2,159       $   2,813      $  15,251       $  363
 Capital gain distributions ................................         6,826          82,040         22,784            0
                                                                  --------       ---------      ---------       ------
  Total investment income ..................................         8,985          84,853         38,035          363
EXPENSES:
 Mortality and expense risk ................................           913           3,146          2,069          150
                                                                  --------       ---------      ---------       ------
  Net investment income (loss) .............................         8,072          81,707         35,966          213
                                                                  --------       ---------      ---------       ------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........         3,286          39,266          5,348          292
 Change in unrealized appreciation (depreciation) ..........          (461)        178,458         96,140         (187)
                                                                  --------       ---------      ---------       ------
  Net gain (loss) on investment securities .................         2,825         217,724        101,488          105
                                                                  --------       ---------      ---------       ------
   Net increase (decrease) in net assets resulting
     from operations .......................................      $ 10,897       $ 299,431      $ 137,454       $  318
                                                                  ========       =========      =========       ======
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       96
<PAGE>

 WRL SERIES LIFE ACCOUNT

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
ALL AMOUNTS IN THOUSANDS




<TABLE>
<CAPTION>
                                                                    WRL
                                                                 FEDERATED         WRL            WRL            WRL
                                                                 GROWTH &      DEAN ASSET      C.A.S.E.          NWQ
                                                                  INCOME       ALLOCATION       GROWTH       VALUE EQUITY
                                                                SUBACCOUNT     SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
<S>                                                            <C>            <C>            <C>            <C>
INVESTMENT INCOME:
 Dividend income ...........................................     $  1,109      $   1,118        $ 2,613        $   219
 Capital gain distributions ................................          132            178              0            400
                                                                 --------      ---------        -------        -------
  Total investment income ..................................        1,241          1,296          2,613            619
EXPENSES:
 Mortality and expense risk ................................          150            342            211            240
                                                                 --------      ---------        -------        -------
  Net investment income (loss) .............................        1,091            954          2,402            379
                                                                 --------      ---------        -------        -------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........            9            948            427            307
 Change in unrealized appreciation (depreciation) ..........       (2,087)        (4,362)         3,473            850
                                                                 --------      ---------        -------        -------
  Net gain (loss) on investment securities .................       (2,078)        (3,414)         3,900          1,157
                                                                 --------      ---------        -------        -------
   Net increase (decrease) in net assets resulting
     from operations .......................................     $   (987)     $  (2,460)       $ 6,302        $ 1,536
                                                                 ========      =========        =======        =======
</TABLE>


<TABLE>
<CAPTION>
                                                                     WRL
                                                                 GE/SCOTTISH                          WRL            WRL
                                                                  EQUITABLE           WRL            THIRD       J.P. MORGAN
                                                                INTERNATIONAL          GE           AVENUE       REAL ESTATE
                                                                    EQUITY        U.S. EQUITY        VALUE       SECURITIES
                                                                  SUBACCOUNT       SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                                                            <C>               <C>             <C>            <C>
INVESTMENT INCOME:
 Dividend income ...........................................       $    24          $   786         $   89         $   11
 Capital gain distributions ................................           358            1,131              0              0
                                                                   -------          -------         ------         ------
  Total investment income ..................................           382            1,917             89             11
EXPENSES:
 Mortality and expense risk ................................            57              187             28              5
                                                                   -------          -------         ------         ------
  Net investment income (loss) .............................           325            1,730             61              6
                                                                   -------          -------         ------         ------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........           296              575           (126)           (75)
 Change in unrealized appreciation (depreciation) ..........           808              969            491             34
                                                                   -------          -------         ------         ------
  Net gain (loss) on investment securities .................         1,104            1,544            365            (41)
                                                                   -------          -------         ------         ------
   Net increase (decrease) in net assets resulting
     from operations .......................................       $ 1,429          $ 3,274         $  426         $  (35)
                                                                   =======          =======         ======         ======
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       97
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
ALL AMOUNTS IN THOUSANDS





<TABLE>
<CAPTION>
                                                                   WRL             WRL              WRL              WRL
                                                              GOLDMAN SACHS   GOLDMAN SACHS    T. ROWE PRICE    T. ROWE PRICE
                                                                  GROWTH        SMALL CAP     DIVIDEND GROWTH     SMALL CAP
                                                              SUBACCOUNT(1)   SUBACCOUNT(1)    SUBACCOUNT(1)    SUBACCOUNT(1)
<S>                                                          <C>             <C>             <C>               <C>
INVESTMENT INCOME:
 Dividend income ...........................................      $   0           $  15           $   0             $  29
 Capital gain distributions ................................         0               0                0                 0
                                                                  -----           -----           -----             -----
  Total investment income ..................................         0              15                0                29
EXPENSES:
 Mortality and expense risk ................................         2               1                1                 3
                                                                  -----           -----           -----             -----
  Net investment income (loss) .............................          (2)           14                 (1)             26
                                                                  -------         -----           --------          -----
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities .........          (4)             (2)              (3)             22
 Change in unrealized appreciation (depreciation) ..........       114              22              (14)              140
                                                                  ------          ------          -------           -----
  Net gain (loss) on investment securities .................       110              20              (17)              162
                                                                  ------          ------          -------           -----
   Net increase (decrease) in net assets resulting
     from operations .......................................      $ 108           $ 34            $ (18)            $ 188
                                                                  ======          ======          =======           =====
</TABLE>


<TABLE>
<CAPTION>
                                                             WRL              WRL             WRL
                                                           SALOMON      PILGRIM BAXTER      DREYFUS
                                                           ALL CAP      MID CAP GROWTH      MID CAP
                                                        SUBACCOUNT(1)    SUBACCOUNT(1)   SUBACCOUNT(1)
<S>                                                    <C>             <C>              <C>
INVESTMENT INCOME:
 Dividend income .....................................     $   12           $   13          $   0
 Capital gain distributions ..........................         0                 0             0
                                                           ------           ------          -----
  Total investment income ............................        12                13             0
EXPENSES:
 Mortality and expense risk ..........................         1                 8             1
                                                           ------           ------          -----
  Net investment income (loss) .......................        11                 5              (1)
                                                           ------           ------          -------
REALIZED AND UNREALIZED GAIN (LOSS):
 Net realized gain (loss) on investment securities ...          (3)             91              (8)
 Change in unrealized appreciation (depreciation) ....        18             1,177            24
                                                           -------          ------          ------
  Net gain (loss) on investment securities ...........        15             1,268            16
                                                           -------          ------          ------
   Net increase (decrease) in net assets resulting
     from operations .................................     $  26            $1,273          $ 15
                                                           =======          ======          ======
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                       98
<PAGE>
WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                               WRL                      WRL
                                                           J.P. MORGAN                 AEGON
                                                          MONEY MARKET                  BOND
                                                           SUBACCOUNT                SUBACCOUNT
                                                    ------------------------- ------------------------
                                                          DECEMBER 31,              DECEMBER 31,
                                                    ------------------------- ------------------------
                                                        1999         1998         1999         1998
                                                    ------------ ------------ ------------ -----------
<S>                                                 <C>          <C>          <C>          <C>
OPERATIONS:
 Net investment income (loss) .....................  $    1,474   $      919    $  1,329    $  1,002
 Net gain (loss) on investment securities .........           0            0      (2,327)        713
                                                     ----------   ----------    --------    --------
 Net increase (decrease) in net assets
  resulting from operations .......................       1,474          919        (998)      1,715
                                                     ----------   ----------    --------    --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........      38,977       12,763       7,560       9,472
                                                     ----------   ----------    --------    --------
 Less cost of units redeemed:
  Administrative charges ..........................       3,050        3,123       2,538       2,292
  Policy loans ....................................       1,775        1,163         954         594
  Surrender benefits ..............................       4,017        1,250         846         865
  Death benefits ..................................         115           10          29         159
                                                     ----------   ----------    --------    --------
                                                          8,957        5,546       4,367       3,910
                                                     ----------   ----------    --------    --------
  Increase (decrease) in net assets from
   capital unit transactions ......................      30,020        7,217       3,193       5,562
                                                     ----------   ----------    --------    --------
  Net increase (decrease) in net assets ...........      31,494        8,136       2,195       7,277
 Depositor's equity contribution
  (net redemption) ................................           0            0           0           0
NET ASSETS:
 Beginning of year ................................      24,576       16,440      24,934      17,657
                                                     ----------   ----------    --------    --------
 End of year ......................................  $   56,070   $   24,576    $ 27,129    $ 24,934
                                                     ==========   ==========    ========    ========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............       1,460        1,020       1,090         836
 Units issued .....................................      18,474       11,339         883       1,030
 Units redeemed ...................................     (16,728)     (10,899)       (741)       (776)
                                                     ----------   ----------    --------    --------
 Units outstanding - end of year ..................       3,206        1,460       1,232       1,090
                                                     ==========   ==========    ========    ========



<CAPTION>
                                                                WRL
                                                               JANUS
                                                              GROWTH
                                                            SUBACCOUNT
                                                    ---------------------------
                                                           DECEMBER 31,
                                                    ---------------------------
                                                         1999          1998
                                                    -------------- ------------
<S>                                                 <C>            <C>
OPERATIONS:
 Net investment income (loss) .....................  $   226,095    $   1,103
 Net gain (loss) on investment securities .........      262,161      295,459
                                                     -----------    ---------
 Net increase (decrease) in net assets
  resulting from operations .......................      488,256      296,562
                                                     -----------    ---------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........      192,993      140,684
                                                     -----------    ---------
 Less cost of units redeemed:
  Administrative charges ..........................       57,685       44,910
  Policy loans ....................................       33,172       18,083
  Surrender benefits ..............................       32,554       22,312
  Death benefits ..................................        1,908        4,185
                                                     -----------    ---------
                                                         125,319       89,490
                                                     -----------    ---------
  Increase (decrease) in net assets from
   capital unit transactions ......................       67,674       51,194
                                                     -----------    ---------
  Net increase (decrease) in net assets ...........      555,930      347,756
 Depositor's equity contribution
  (net redemption) ................................            0            0
NET ASSETS:
 Beginning of year ................................      798,027      450,271
                                                     -----------    ---------
 End of year ......................................  $ 1,353,957    $ 798,027
                                                     ===========    =========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............        8,668        7,972
 Units issued .....................................        2,854        2,967
 Units redeemed ...................................       (2,229)      (2,271)
                                                     -----------    ---------
 Units outstanding - end of year ..................        9,293        8,668
                                                     ===========    =========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       99
<PAGE>

 WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                         WRL
                                                               WRL                      LKCM                       WRL
                                                              JANUS                   STRATEGIC                   VKAM
                                                             GLOBAL                 TOTAL RETURN             EMERGING GROWTH
                                                           SUBACCOUNT                SUBACCOUNT                SUBACCOUNT
                                                    ------------------------- ------------------------- -------------------------
                                                          DECEMBER 31,              DECEMBER 31,              DECEMBER 31,
                                                    ------------------------- ------------------------- -------------------------
                                                        1999         1998          1999         1998        1999         1998
                                                    ------------ ------------ ------------- ----------- ------------ ------------
<S>                                                 <C>          <C>          <C>           <C>         <C>          <C>
OPERATIONS:
 Net investment income (loss) .....................  $  26,538    $   7,425     $   8,072    $  3,284    $  81,707    $   6,894
 Net gain (loss) on investment securities .........    153,543       38,427         2,825       4,347      217,724       59,514
                                                     ---------    ---------     ---------    --------    ---------    ---------
 Net increase (decrease) in net assets
  resulting from operations .......................    180,081       45,852        10,897       7,631      299,431       66,408
                                                     ---------    ---------     ---------    --------    ---------    ---------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........     81,308       72,962        11,792      24,191       94,168       64,824
                                                     ---------    ---------     ---------    --------    ---------    ---------
 Less cost of units redeemed:
  Administrative charges ..........................     25,132       19,369         8,436       7,696       25,202       19,612
  Policy loans ....................................      9,284        4,953         3,000       2,319       11,395        5,601
  Surrender benefits ..............................      8,537        5,662         3,136       2,587       11,025        7,688
  Death benefits ..................................        194          591           378       1,047          512          368
                                                     ---------    ---------     ---------    --------    ---------    ---------
                                                        43,147       30,575        14,950      13,649       48,134       33,269
                                                     ---------    ---------     ---------    --------    ---------    ---------
  Increase (decrease) in net assets from
   capital unit transactions ......................     38,161       42,387        (3,158)     10,542       46,034       31,555
                                                     ---------    ---------     ---------    --------    ---------    ---------
  Net increase (decrease) in net assets ...........    218,242       88,239         7,739      18,173      345,465       97,963
 Depositor's equity contribution
  (net redemption) ................................          0            0             0           0            0            0
NET ASSETS:
 Beginning of year ................................    233,256      145,017        98,926      80,753      262,665      164,702
                                                     ---------    ---------     ---------    --------    ---------    ---------
 End of year ......................................  $ 451,498    $ 233,256     $ 106,665    $ 98,926    $ 608,130    $ 262,665
                                                     =========    =========     =========    ========    =========    =========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............     10,167        8,145         4,814       4,270        8,218        7,013
 Units issued .....................................      4,823        5,610         1,538       1,946        4,977        4,099
 Units redeemed ...................................     (3,385)      (3,588)       (1,678)     (1,402)      (3,838)      (2,894)
                                                     ---------    ---------     ---------    --------    ---------    ---------
 Units outstanding - end of year ..................     11,605       10,167         4,674       4,814        9,357        8,218
                                                     =========    =========     =========    ========    =========    =========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                       100
<PAGE>

 WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                               WRL                      WRL                      WRL
                                                              ALGER                    AEGON                  FEDERATED
                                                        AGGRESSIVE GROWTH            BALANCED              GROWTH & INCOME
                                                           SUBACCOUNT               SUBACCOUNT               SUBACCOUNT
                                                    ------------------------- ----------------------- -------------------------
                                                          DECEMBER 31,             DECEMBER 31,             DECEMBER 31,
                                                    ------------------------- ----------------------- -------------------------
                                                        1999         1998         1999        1998        1999         1998
                                                    ------------ ------------ ----------- ----------- ------------ ------------
<S>                                                 <C>          <C>          <C>         <C>         <C>          <C>
OPERATIONS:
 Net investment income (loss) .....................  $  35,966    $   7,851    $    213    $    227     $  1,091     $    644
 Net gain (loss) on investment securities .........    101,488       44,348         105         576       (2,078)        (269)
                                                     ---------    ---------    --------    --------     --------     --------
 Net increase (decrease) in net assets
  resulting from operations .......................    137,454       52,199         318         803         (987)         375
                                                     ---------    ---------    --------    --------     --------     --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........     74,699       53,159       5,997       5,658        5,627        8,963
                                                     ---------    ---------    --------    --------     --------     --------
 Less cost of units redeemed:
  Administrative charges ..........................     19,544       13,960       1,931       1,423        2,355        1,633
  Policy loans ....................................      8,193        3,522         429         279          346          218
  Surrender benefits ..............................      7,977        4,423         626         596          542          431
  Death benefits ..................................        118          248          10          15           55           72
                                                     ---------    ---------    --------    --------     --------     --------
                                                        35,832       22,153       2,996       2,313        3,298        2,354
                                                     ---------    ---------    --------    --------     --------     --------
  Increase (decrease) in net assets from
   capital unit transactions ......................     38,867       31,006       3,001       3,345        2,329        6,609
                                                     ---------    ---------    --------    --------     --------     --------
  Net increase (decrease) in net assets ...........    176,321       83,205       3,319       4,148        1,342        6,984
 Depositor's equity contribution
  (net redemption) ................................          0            0           0           0            0            0
NET ASSETS:
 Beginning of year ................................    177,857       94,652      14,864      10,716       16,047        9,063
                                                     ---------    ---------    --------    --------     --------     --------
 End of year ......................................  $ 354,178    $ 177,857    $ 18,183    $ 14,864     $ 17,389     $ 16,047
                                                     =========    =========    ========    ========     ========     ========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............      6,669        5,230         990         756          976          563
 Units issued .....................................      3,640        3,797         637         578          714          966
 Units redeemed ...................................     (2,381)      (2,358)       (441)       (344)        (573)        (553)
                                                     ---------    ---------    --------    --------     --------     --------
 Units outstanding - end of year ..................      7,928        6,669       1,186         990        1,117          976
                                                     =========    =========    ========    ========     ========     ========
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                      101
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                               WRL                      WRL                      WRL
                                                              DEAN                    C.A.S.E.                   NWQ
                                                        ASSET ALLOCATION               GROWTH                VALUE EQUITY
                                                           SUBACCOUNT                SUBACCOUNT               SUBACCOUNT
                                                    ------------------------- ------------------------ ------------------------
                                                          DECEMBER 31,              DECEMBER 31,             DECEMBER 31,
                                                    ------------------------- ------------------------ ------------------------
                                                        1999         1998         1999        1998         1999         1998
                                                    ------------ ------------ ----------- ------------ ------------ -----------
<S>                                                 <C>          <C>          <C>         <C>          <C>          <C>
OPERATIONS:
 Net investment income (loss) .....................   $    954     $  3,419    $  2,402     $  1,475     $    379    $  2,021
 Net gain (loss) on investment securities .........     (3,414)      (1,087)      3,900       (1,114)       1,157      (4,683)
                                                      --------     --------    --------     --------     --------    --------
 Net increase (decrease) in net assets
  resulting from operations .......................     (2,460)       2,332       6,302          361        1,536      (2,662)
                                                      --------     --------    --------     --------     --------    --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........      1,729       13,703       7,781        8,731        3,283       6,086
                                                      --------     --------    --------     --------     --------    --------
 Less cost of units redeemed:
  Administrative charges ..........................      3,875        3,421       2,946        2,433        2,874       2,846
  Policy loans ....................................        991          748         668          520          713         643
  Surrender benefits ..............................        901          925         678          295          605         401
  Death benefits ..................................         89          160          12           60           32         165
                                                      --------     --------    --------     --------     --------    --------
                                                         5,856        5,254       4,304        3,308        4,224       4,055
                                                      --------     --------    --------     --------     --------    --------
  Increase (decrease) in net assets from
   capital unit transactions ......................     (4,127)       8,449       3,477        5,423         (941)      2,031
                                                      --------     --------    --------     --------     --------    --------
  Net increase (decrease) in net assets ...........     (6,587)      10,781       9,779        5,784          595        (631)
 Depositor's equity contribution
  (net redemption) ................................          0            0           0            0            0           0
NET ASSETS:
 Beginning of year ................................     39,904       29,123      17,730       11,946       26,083      26,714
                                                      --------     --------    --------     --------     --------    --------
 End of year ......................................   $ 33,317     $ 39,904    $ 27,509     $ 17,730     $ 26,678    $ 26,083
                                                      ========     ========    ========     ========     ========    ========
UNIT ACTIVITY:
 Units outstanding - beginning of year ............      2,383        1,867       1,417          969        1,982       1,916
 Units issued .....................................        937        1,377       1,347        1,317        1,296       1,748
 Units redeemed ...................................     (1,192)        (861)     (1,107)        (869)      (1,383)     (1,682)
                                                      --------     --------    --------     --------     --------    --------
 Units outstanding - end of year ..................      2,128        2,383       1,657        1,417        1,895       1,982
                                                      ========     ========    ========     ========     ========    ========
</TABLE>



See Notes to the Financial Statements, which is an integral part of this
report.

                                      102
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                              WRL                     WRL                     WRL
                                                     GE/SCOTTISH EQUITABLE            GE                 THIRD AVENUE
                                                     INTERNATIONAL EQUITY         U.S. EQUITY                VALUE
                                                          SUBACCOUNT              SUBACCOUNT              SUBACCOUNT
                                                    ----------------------- ----------------------- -----------------------
                                                         DECEMBER 31,            DECEMBER 31,            DECEMBER 31,
                                                    ----------------------- ----------------------- -----------------------
                                                        1999        1998        1999        1998        1999      1998(1)
                                                    ----------- ----------- ----------- ----------- ----------- -----------
<S>                                                 <C>         <C>         <C>         <C>         <C>         <C>
OPERATIONS:
 Net investment income (loss) .....................   $   325     $   (32)   $  1,730    $    434     $    61     $   (11)
 Net gain (loss) on investment securities .........     1,104         369       1,544       1,411         365        (142)
                                                      -------     -------    --------    --------     -------     -------
 Net increase (decrease) in net assets
  resulting from operations .......................     1,429         337       3,274       1,845         426        (153)
                                                      -------     -------    --------    --------     -------     -------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........       761       3,972      12,169      10,178         730       2,932
                                                      -------     -------    --------    --------     -------     -------
 Less cost of units redeemed:
  Administrative charges ..........................       644         433       2,237         862         218         138
  Policy loans ....................................       101         196         422         159          52           8
  Surrender benefits ..............................       258          35         444         113          80          26
  Death benefits ..................................         1         107           8          63           3           0
                                                      -------     -------    --------    --------     -------     -------
                                                        1,004         771       3,111       1,197         353         172
                                                      -------     -------    --------    --------     -------     -------
  Increase (decrease) in net assets from
   capital unit transactions ......................      (243)      3,201       9,058       8,981         377       2,760
                                                      -------     -------    --------    --------     -------     -------
  Net increase (decrease) in net assets ...........     1,186       3,538      12,332      10,826         803       2,607
 Depositor's equity contribution
  (net redemption) ................................         0           0           0           0        (199)        200
NET ASSETS:
 Beginning of year ................................     5,827       2,289      14,084       3,258       2,807           0
                                                      -------     -------    --------    --------     -------     -------
 End of year ......................................   $ 7,013     $ 5,827    $ 26,416    $ 14,084     $ 3,411     $ 2,807
                                                      =======     =======    ========    ========     =======     =======
UNIT ACTIVITY:
 Units outstanding - beginning of year ............       489         215         919         259         304           0
 Units issued .....................................       672         767       1,292       1,266         258         495
 Units redeemed ...................................      (686)       (493)       (743)       (606)       (240)       (191)
                                                      -------     -------    --------    --------     -------     -------
 Units outstanding - end of year ..................       475         489       1,468         919         322         304
                                                      =======     =======    ========    ========     =======     =======
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.


                                      103
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                             WRL                 WRL             WRL              WRL
                                                         J.P. MORGAN        GOLDMAN SACHS   GOLDMAN SACHS    T. ROWE PRICE
                                                    REAL ESTATE SECURITIES      GROWTH        SMALL CAP     DIVIDEND GROWTH
                                                          SUBACCOUNT          SUBACCOUNT      SUBACCOUNT      SUBACCOUNT
                                                    ---------------------- --------------- --------------- ----------------
                                                         DECEMBER 31,        DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                    ---------------------- --------------- --------------- ----------------
                                                      1999      1998(1)        1999(1)         1999(1)          1999(1)
                                                    -------- ------------- --------------- --------------- ----------------
<S>                                                 <C>      <C>           <C>             <C>             <C>
OPERATIONS:
 Net investment income (loss) .....................  $   6      $     (4)      $     (2)       $   14           $   (1)
 Net gain (loss) on investment securities .........    (41)       (112)           110              20            (17)
                                                     -----      ------         ------          ------           ----
 Net increase (decrease) in net assets
  resulting from operations .......................    (35)       (116)           108              34            (18)
                                                     -----      ------         ------          ------           ----
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........    (26)        472            871             295            499
                                                     -----      ------         ------          ------           ----
 Less cost of units redeemed:
  Administrative charges ..........................     19           4             18               5              2
  Policy loans ....................................      0          43              2               5              0
  Surrender benefits ..............................      1           0              7               0              3
  Death benefits ..................................      1           0              0               0              0
                                                     -----      ------         ------          ------           ----
                                                        21          47             27              10              5
                                                     -----      ------         ------          ------           ----
  Increase (decrease) in net assets from
   capital unit transactions ......................    (47)        425            844             285            494
                                                     -----      ------         ------          ------           ----
  Net increase (decrease) in net assets ...........    (82)        309            952             319            476
 Depositor's equity contribution
  (net redemption) ................................      0         400             25              25             25
NET ASSETS:
 Beginning of year ................................    709           0              0               0              0
                                                     -----      ------         ------          ------           ----
 End of year ......................................  $ 627      $  709         $  977          $  344           $ 501
                                                     =====      ======         ======          ======           =====
UNIT ACTIVITY:
 Units outstanding - beginning of year ............     84           0              0               0              0
 Units issued .....................................     67         113            106              41             65
 Units redeemed ...................................    (73)        (29)           (19)            (10)           (10)
                                                     -----      ------         ------          ------           -----
 Units outstanding - end of year ..................     78          84             87              31             55
                                                     =====      ======         ======          ======           =====
</TABLE>



See Notes to the Financial Statements, which is an integral part of this
report.

                                      104
<PAGE>

WRL SERIES LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED
ALL AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                            WRL               WRL               WRL              WRL
                                                       T. ROWE PRICE        SALOMON       PILGRIM BAXTER       DREYFUS
                                                         SMALL CAP          ALL CAP       MID CAP GROWTH       MID CAP
                                                         SUBACCOUNT       SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
                                                      ---------------   --------------   ----------------   -------------
                                                        DECEMBER 31,     DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                      ---------------   --------------   ----------------   -------------
                                                          1999(1)           1999(1)           1999(1)          1999(1)
                                                      ---------------   --------------   ----------------   -------------
<S>                                                   <C>               <C>              <C>                <C>
OPERATIONS:
 Net investment income (loss) .....................       $   26            $   11           $    5             $   (1)
 Net gain (loss) on investment securities .........          162                15            1,268               16
                                                          ------            ------           ------             ----
 Net increase (decrease) in net assets
  resulting from operations .......................          188                26            1,273               15
                                                          ------            ------           ------             ----
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ...........          727               344            3,885              297
                                                          ------            ------           ------             ----
 Less cost of units redeemed:
  Administrative charges ..........................           15                 9               37                0
  Policy loans ....................................            0                 3               18                0
  Surrender benefits ..............................            0                 0               30                0
  Death benefits ..................................            0                 0                0                0
                                                          ------            ------           ------             ----
                                                              15                12               85                0
                                                          ------            ------           ------             ----
  Increase (decrease) in net assets from
   capital unit transactions ......................          712               332            3,800              297
                                                          ------            ------           ------             ----
  Net increase (decrease) in net assets ...........          900               358            5,073              312
 Depositor's equity contribution
  (net redemption) ................................           25                25                 (8)            25
NET ASSETS:
 Beginning of year ................................            0                 0                0                0
                                                          ------            ------           --------           ----
 End of year ......................................       $  925            $  383           $ 5,065            $ 337
                                                          ======            ======           ========           =====
UNIT ACTIVITY:
 Units outstanding - beginning of year ............            0                 0                0                0
 Units issued .....................................          161                58              412               52
 Units redeemed ...................................          (86)              (22)             (95)             (19)
                                                          ------            ------           --------           -----
 Units outstanding - end of year ..................           75                36              317               33
                                                          ======            ======           ========           =====
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.

                                      105
<PAGE>

WRL SERIES LIFE ACCOUNT
FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                    WRL J.P. MORGAN MONEY MARKET SUBACCOUNT
                                                     ---------------------------------------------------------------------
                                                                                 DECEMBER 31,
                                                     ---------------------------------------------------------------------
                                                          1999           1998          1997          1996         1995
                                                     -------------- ------------- ------------- ------------- ------------
<S>                                                  <C>            <C>           <C>           <C>           <C>
Accumulation unit value, beginning of year .........    $  16.83      $  16.13      $  15.45      $  14.83      $  14.19
 Income from operations:
  Net investment income (loss) .....................        0.66          0.70          0.68          0.62          0.64
  Net realized and unrealized gain (loss) on
   investment ......................................        0.00          0.00          0.00          0.00          0.00
                                                        --------      --------      --------      --------      --------
   Net income (loss) from operations ...............        0.66          0.70          0.68          0.62          0.64
                                                        --------      --------      --------      --------      --------
Accumulation unit value, end of year ...............    $  17.49      $  16.83      $  16.13      $  15.45      $  14.83
                                                        ========      ========      ========      ========      ========
Total return .......................................        3.92 %        4.36 %        4.37 %        4.17 %        4.49 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $  56,070     $ 24,576      $ 16,440      $ 12,740      $ 10,759
 Ratio of net investment income (loss) to average
  net assets .......................................        3.87 %        4.24 %        4.28 %        4.07 %        4.37 %
</TABLE>


<TABLE>
<CAPTION>
                                                                              WRL AEGON BOND SUBACCOUNT
                                                      -------------------------------------------------------------------------
                                                                                    DECEMBER 31,
                                                      -------------------------------------------------------------------------
                                                            1999           1998          1997          1996           1995
                                                      --------------- ------------- ------------- -------------- --------------
<S>                                                   <C>             <C>           <C>           <C>            <C>
 Accumulation unit value, beginning of year .........    $   22.89      $  21.12      $  19.53       $  19.67       $  16.14
  Income from operations:
   Net investment income (loss) .....................         1.13          1.01          1.01           0.99          1.05
   Net realized and unrealized gain (loss) on
    investment ......................................      (  2.01)         0.76          0.58        (  1.13)         2.48
                                                         ---------      --------      --------       --------       --------
    Net income (loss) from operations ...............      (  0.88)         1.77          1.59        (  0.14)         3.53
                                                         ---------      --------      --------       --------       --------
 Accumulation unit value, end of year ...............    $   22.01      $  22.89      $  21.12       $  19.53       $  19.67
                                                         =========      ========      ========       ========       ========
 Total return .......................................      (  3.81)%        8.34 %        8.18 %      (  0.75)%       21.81  %
 Ratios and supplemental data:
  Net assets at end of year (in thousands) ..........    $   27,129     $ 24,934      $ 17,657       $  11,585     $  10,066
  Ratio of net investment income (loss) to average
   net assets .......................................         5.10 %        4.58 %        5.06 %         5.34 %       5.80   %
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                      106
<PAGE>

WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                             WRL JANUS GROWTH SUBACCOUNT
                                                     ----------------------------------------------------------------------------
                                                                                     DECEMBER 31,
                                                     ----------------------------------------------------------------------------
                                                           1999            1998           1997           1996           1995
                                                     ---------------- -------------- -------------- -------------- --------------
<S>                                                  <C>              <C>            <C>            <C>            <C>
Accumulation unit value, beginning of year .........    $    92.07       $  56.48       $  48.48       $  41.47       $  28.44
 Income from operations:
  Net investment income (loss) .....................         25.03           0.13           5.83           2.88           3.89
  Net realized and unrealized gain (loss) on
   investment ......................................         28.60          35.46           2.17           4.13           9.14
                                                        ----------       --------       --------       --------       --------
   Net income (loss) from operations ...............         53.63          35.59           8.00           7.01          13.03
                                                        ----------       --------       --------       --------       --------
Accumulation unit value, end of year ...............    $   145.70       $  92.07       $  56.48       $  48.48       $  41.47
                                                        ==========       ========       ========       ========       ========
Total return .......................................         58.25 %        63.01 %        16.50 %        16.91 %        45.81 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $ 1,353,957      $ 798,027      $ 450,271      $ 349,491      $ 262,467
 Ratio of net investment income (loss) to average
  net assets .......................................         22.67 %         0.19 %        10.84 %         6.41 %        11.05 %
</TABLE>


<TABLE>
<CAPTION>
                                                                             WRL JANUS GLOBAL SUBACCOUNT
                                                     ---------------------------------------------------------------------------
                                                                                    DECEMBER 31,
                                                     ---------------------------------------------------------------------------
                                                           1999            1998           1997           1996           1995
                                                     ---------------- -------------- -------------- -------------- -------------
<S>                                                  <C>              <C>            <C>            <C>            <C>
Accumulation unit value, beginning of year .........    $    22.94       $  17.80       $  15.13       $  11.95      $   9.80
 Income from operations:
  Net investment income (loss) .....................          2.44           0.82           2.30           1.50          0.45
  Net realized and unrealized gain (loss) on
   investment ......................................         13.53           4.32           0.37           1.68          1.70
                                                        ----------       --------       --------       --------      --------
   Net income (loss) from operations ...............         15.97           5.14           2.67           3.18          2.15
                                                        ----------       --------       --------       --------      --------
Accumulation unit value, end of year ...............    $    38.91       $  22.94       $  17.80       $  15.13      $  11.95
                                                        ==========       ========       ========       ========      ========
Total return .......................................         69.58 %        28.86 %        17.69 %        26.60 %       21.96 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $   451,498      $ 233,256      $ 145,017      $  83,159     $  37,049
 Ratio of net investment income (loss) to average
  net assets .......................................          9.07 %         3.92 %        13.39 %        11.09 %        4.25 %
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                      107
<PAGE>

WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                    WRL LKCM STRATEGIC TOTAL RETURN SUBACCOUNT
                                                     ------------------------------------------------------------------------
                                                                                   DECEMBER 31,
                                                     ------------------------------------------------------------------------
                                                          1999           1998           1997           1996          1995
                                                     -------------- -------------- -------------- -------------- ------------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Accumulation unit value, beginning of year .........    $  20.55       $  18.91       $  15.66       $  13.74      $  11.12
 Income from operations:
  Net investment income (loss) .....................        1.68           0.71           1.56           0.82          0.68
  Net realized and unrealized gain (loss) on
   investment ......................................        0.59           0.93           1.69           1.10          1.94
                                                        --------       --------       --------       --------      --------
   Net income (loss) from operations ...............        2.27           1.64           3.25           1.92          2.62
                                                        --------       --------       --------       --------      --------
Accumulation unit value, end of year ...............    $  22.82       $  20.55       $  18.91       $  15.66      $  13.74
                                                        ========       ========       ========       ========      ========
Total return .......................................       11.07 %         8.66 %        20.77 %        13.97 %       23.55 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $ 106,665      $  98,926      $  80,753      $  55,900     $ 39,648
 Ratio of net investment income (loss) to average
  net assets .......................................        7.93 %         3.67 %         8.89 %         5.76 %        5.47 %
</TABLE>


<TABLE>
<CAPTION>
                                                                       WRL VKAM EMERGING GROWTH SUBACCOUNT
                                                     ------------------------------------------------------------------------
                                                                                   DECEMBER 31,
                                                     ------------------------------------------------------------------------
                                                          1999           1998           1997           1996          1995
                                                     -------------- -------------- -------------- -------------- ------------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Accumulation unit value, beginning of year .........    $  31.96       $  23.48       $  19.51       $  16.56      $  11.38
 Income from operations:
  Net investment income (loss) .....................        9.32           0.91           2.20           0.82          0.65
  Net realized and unrealized gain (loss) on
   investment ......................................       23.71           7.57           1.77           2.13          4.53
                                                        --------       --------       --------       --------      --------
   Net income (loss) from operations ...............       33.03           8.48           3.97           2.95          5.18
                                                        --------       --------       --------       --------      --------
Accumulation unit value, end of year ...............    $  64.99       $  31.96       $  23.48       $  19.51      $  16.56
                                                        ========       ========       ========       ========      ========
Total return .......................................      103.33 %        36.11 %        20.37 %        17.82 %       45.49 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $ 608,130      $ 262,665      $ 164,702      $ 107,925     $ 67,905
 Ratio of net investment income (loss) to average
  net assets .......................................       23.19 %         3.44 %        10.18 %         4.51 %        4.66 %
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.

                                      108
<PAGE>

WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                     WRL ALGER AGGRESSIVE GROWTH SUBACCOUNT
                                                     -----------------------------------------------------------------------
                                                                                  DECEMBER 31,
                                                     -----------------------------------------------------------------------
                                                          1999           1998           1997          1996          1995
                                                     -------------- -------------- ------------- ------------- -------------
<S>                                                  <C>            <C>            <C>           <C>           <C>
Accumulation unit value, beginning of year .........    $  26.67       $  18.10      $  14.70      $  13.43      $   9.82
 Income from operations:
  Net investment income (loss) .....................        4.90           1.33          1.75          0.36          0.37
  Net realized and unrealized gain (loss) on
   investment ......................................       13.10           7.24          1.65          0.91          3.24
                                                        --------       --------      --------      --------      --------
   Net income (loss) from operations ...............       18.00           8.57          3.40          1.27          3.61
                                                        --------       --------      --------      --------      --------
Accumulation unit value, end of year ...............    $  44.67       $  26.67      $  18.10      $  14.70      $  13.43
                                                        ========       ========      ========      ========      ========
Total return .......................................       67.52 %        47.36 %       23.14 %        9.46 %       36.79 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $ 354,178      $ 177,857     $ 94,652      $ 54,408      $ 32,904
 Ratio of net investment income (loss) to average
  net assets .......................................       15.54 %         6.20 %       10.26 %        2.65 %        2.93 %
</TABLE>


<TABLE>
<CAPTION>
                                                                          WRL AEGON BALANCED SUBACCOUNT
                                                     -----------------------------------------------------------------------
                                                                                  DECEMBER 31,
                                                     -----------------------------------------------------------------------
                                                          1999           1998           1997          1996          1995
                                                     -------------- -------------- ------------- ------------- -------------
<S>                                                  <C>            <C>            <C>           <C>           <C>
Accumulation unit value, beginning of year .........    $  15.02       $  14.17      $  12.21      $  11.13      $   9.37
 Income from operations:
  Net investment income (loss) .....................        0.19           0.25          1.55          0.36          0.37
  Net realized and unrealized gain (loss) on
   investment ......................................        0.12           0.60          0.41          0.72          1.39
                                                        --------       --------      --------      --------      --------
   Net income (loss) from operations ...............        0.31           0.85          1.96          1.08          1.76
                                                        --------       --------      --------      --------      --------
Accumulation unit value, end of year ...............    $  15.33       $  15.02      $  14.17      $  12.21      $  11.13
                                                        ========       ========      ========      ========      ========
Total return .......................................        2.11 %         5.98 %       16.06 %        9.73 %       18.73 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........    $  18,183      $  14,864     $ 10,716      $  6,418      $  3,795
 Ratio of net investment income (loss) to average
  net assets .......................................        1.26 %         1.76 %       11.62 %        3.18 %        3.59 %
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                      109
<PAGE>

WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                   WRL FEDERATED GROWTH & INCOME SUBACCOUNT
                                                     ---------------------------------------------------------------------
                                                                                 DECEMBER 31,
                                                     ---------------------------------------------------------------------
                                                          1999          1998          1997          1996          1995
                                                     ------------- ------------- ------------- ------------- -------------
<S>                                                  <C>           <C>           <C>           <C>           <C>
Accumulation unit value, beginning of year .........   $  16.44      $  16.09      $  13.03      $  11.77      $   9.49
 Income from operations:
  Net investment income (loss) .....................       1.05          0.77          2.61          0.76          0.49
  Net realized and unrealized gain (loss) on
   investment ......................................    (  1.92)      (  0.42)         0.45          0.50          1.79
                                                       --------      --------      --------      --------      --------
   Net income (loss) from operations ...............    (  0.87)         0.35          3.06          1.26          2.28
                                                       --------      --------      --------      --------      --------
Accumulation unit value, end of year ...............   $  15.57      $  16.44      $  16.09      $  13.03      $  11.77
                                                       ========      ========      ========      ========      ========
Total return .......................................    (  5.31)%        2.13 %       23.54 %       10.64 %       24.14 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........   $ 17,389      $ 16,047      $  9,063      $  5,501      $  2,631
 Ratio of net investment income (loss) to average
  net assets .......................................       6.51 %        4.83 %       18.50 %        6.38 %        4.57 %
</TABLE>


<TABLE>
<CAPTION>
                                                                     WRL DEAN ASSET ALLOCATION SUBACCOUNT
                                                     --------------------------------------------------------------------
                                                                                 DECEMBER 31,
                                                     --------------------------------------------------------------------
                                                          1999          1998          1997          1996        1995(1)
                                                     ------------- ------------- ------------- ------------- ------------
<S>                                                  <C>           <C>           <C>           <C>           <C>
Accumulation unit value, beginning of year .........   $  16.74      $  15.60      $  13.50      $  11.90      $  10.00
 Income from operations:
  Net investment income (loss) .....................       0.41          1.58          1.20          0.53          0.61
  Net realized and unrealized gain (loss) on
   investment ......................................    (  1.49)      (  0.44)         0.90          1.07          1.29
                                                       --------      --------      --------      --------      --------
   Net income (loss) from operations ...............    (  1.08)         1.14          2.10          1.60          1.90
                                                       --------      --------      --------      --------      --------
Accumulation unit value, end of year ...............   $  15.66      $  16.74      $  15.60      $  13.50      $  11.90
                                                       ========      ========      ========      ========      ========
Total return .......................................    (  6.48)%        7.36 %       15.55 %       13.40 %       19.03 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........   $ 33,317      $ 39,904      $ 29,123      $ 17,946      $  9,446
 Ratio of net investment income (loss) to average
  net assets .......................................       2.50 %        9.69 %        8.14 %        4.35 %        5.47 %
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.

                                      110
<PAGE>

 WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED





<TABLE>
<CAPTION>
                                                                      WRL C.A.S.E. GROWTH SUBACCOUNT
                                                       ------------------------------------------------------------
                                                                               DECEMBER 31,
                                                       ------------------------------------------------------------
                                                            1999            1998            1997          1996(1)
                                                       -------------   -------------   -------------   ------------
<S>                                                    <C>             <C>             <C>             <C>
Accumulation unit value, beginning of year .........     $  12.51        $  12.32        $  10.81        $  10.00
 Income from operations:
  Net investment income (loss) .....................         1.52            1.24            1.51            0.37
  Net realized and unrealized gain (loss) on
   investment ......................................         2.57         (  1.05)           0.00            0.44
                                                         --------        --------        --------        --------
   Net income (loss) from operations ...............         4.09            0.19            1.51            0.81
                                                         --------        --------        --------        --------
Accumulation unit value, end of year ...............     $  16.60        $  12.51        $  12.32        $  10.81
                                                         ========        ========        ========        ========
Total return .......................................        32.65 %          1.56 %         14.00 %          8.09 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........     $ 27,509        $ 17,730        $ 11,946        $  4,466
 Ratio of net investment income (loss) to average
  net assets .......................................        10.16 %         10.21 %         12.65 %          6.11 %
</TABLE>


<TABLE>
<CAPTION>
                                                                     WRL NWQ VALUE EQUITY SUBACCOUNT
                                                       ------------------------------------------------------------
                                                                               DECEMBER 31,
                                                       ------------------------------------------------------------
                                                            1999            1998            1997          1996(1)
                                                       -------------   -------------   -------------   ------------
<S>                                                    <C>             <C>             <C>             <C>
Accumulation unit value, beginning of year .........     $  13.16        $  13.94        $  11.25        $  10.00
 Income from operations:
  Net investment income (loss) .....................         0.20            0.95            0.14            0.05
  Net realized and unrealized gain (loss) on
   investment ......................................         0.72         (  1.73)           2.55            1.20
                                                         --------        --------        --------        --------
   Net income (loss) from operations ...............         0.92         (  0.78)           2.69            1.25
                                                         --------        --------        --------        --------
Accumulation unit value, end of year ...............     $  14.08        $  13.16        $  13.94        $  11.25
                                                         ========        ========        ========        ========
Total return .......................................         6.98 %       (  5.63)%         23.93 %         12.51 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........     $ 26,678        $ 26,083        $ 26,714        $  8,887
 Ratio of net investment income (loss) to average
  net assets .......................................         1.42 %          6.84 %          1.05 %          0.77 %
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.


                                      111
<PAGE>

 WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED




<TABLE>
<CAPTION>
                                                        WRL GE/SCOTTISH EQUITABLE
                                                     INTERNATIONAL EQUITY SUBACCOUNT          WRL GE U.S. EQUITY SUBACCOUNT
                                                  -------------------------------------- ----------------------------------------
                                                               DECEMBER 31,                            DECEMBER 31,
                                                  -------------------------------------- ----------------------------------------
                                                      1999         1998        1997(1)        1999          1998        1997(1)
                                                  ------------ ------------ ------------ ------------- ------------- ------------
<S>                                               <C>          <C>          <C>          <C>           <C>           <C>
Accumulation unit value, beginning of year ......   $  11.92     $  10.65     $  10.00     $  15.33      $  12.59      $  10.00
 Income from operations:
  Net investment income (loss) ..................       0.62      (  0.09)     (  0.03)        1.38          0.73          0.99
  Net realized and unrealized gain (loss) on
   investment ...................................       2.22         1.36         0.68         1.28          2.01          1.60
                                                    --------     --------     --------     --------      --------      --------
   Net income (loss) from operations ............       2.84         1.27         0.65         2.66          2.74          2.59
                                                    --------     --------     --------     --------      --------      --------
Accumulation unit value, end of year ............   $  14.76     $  11.92     $  10.65     $  17.99      $  15.33      $  12.59
                                                    ========     ========     ========     ========      ========      ========
Total return ....................................      23.84 %      11.84 %       6.54 %      17.35 %       21.78 %       25.89 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) .......   $  7,013     $  5,827     $  2,289     $ 26,416      $ 14,084      $  3,258
 Ratio of net investment income (loss) to average
  net assets ....................................       5.09 %    (  0.81)%    (  0.28)%       8.27 %        5.30 %        8.28 %
</TABLE>


<TABLE>
<CAPTION>
                                                                   WRL                           WRL
                                                               THIRD AVENUE                  J.P. MORGAN
                                                                  VALUE                 REAL ESTATE SECURITIES
                                                                SUBACCOUNT                    SUBACCOUNT
                                                       ----------------------------   --------------------------
                                                               DECEMBER 31,                  DECEMBER 31,
                                                       ----------------------------   --------------------------
                                                            1999          1998(1)         1999         1998(1)
                                                       -------------   ------------   -----------   ------------
<S>                                                    <C>             <C>            <C>           <C>
Accumulation unit value, beginning of year .........     $   9.23        $  10.00       $  8.46       $  10.00
 Income from operations:
  Net investment income (loss) .....................         0.19         (  0.05)         0.07        (  0.05)
  Net realized and unrealized gain (loss) on
   investment ......................................         1.17         (  0.72)       ( 0.47)       (  1.49)
                                                         --------        --------       -------       --------
   Net income (loss) from operations ...............         1.36         (  0.77)       ( 0.40)       (  1.54)
                                                         --------        --------       -------       --------
Accumulation unit value, end of year ...............     $  10.59        $   9.23       $  8.06       $   8.46
                                                         ========        ========       =======       ========
Total return .......................................        14.68 %       (  7.67)%      ( 4.63)%      ( 15.44)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........     $  3,411        $  2,807       $   627       $    709
 Ratio of net investment income (loss) to average
  net assets .......................................         1.98 %       (  0.52)%        0.95%       (  0.90)%
</TABLE>

See Notes to the Financial Statements, which is an integral part of this
report.


                                      112
<PAGE>

 WRL SERIES LIFE ACCOUNT

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED


<TABLE>
<CAPTION>
                                                                                                 WRL
                                                             WRL               WRL          T. ROWE PRICE          WRL
                                                        GOLDMAN SACHS     GOLDMAN SACHS        DIVIDEND       T. ROWE PRICE
                                                            GROWTH          SMALL CAP           GROWTH          SMALL CAP
                                                          SUBACCOUNT        SUBACCOUNT        SUBACCOUNT       SUBACCOUNT
                                                       ---------------   ---------------   ---------------   --------------
                                                         DECEMBER 31,      DECEMBER 31,      DECEMBER 31,     DECEMBER 31,
                                                       ---------------   ---------------   ---------------   --------------
                                                           1999(1)           1999(1)           1999(1)           1999(1)
                                                       ---------------   ---------------   ---------------   --------------
<S>                                                    <C>               <C>               <C>               <C>
Accumulation unit value, beginning of year .........      $  10.00          $  10.00          $  10.00          $  10.00
 Income from operations:
  Net investment income (loss) .....................       (  0.05)             0.76           (  0.04)             0.41
  Net realized and unrealized gain (loss) on
   investment ......................................          1.34              0.16           (  0.80)             1.90
                                                          --------          --------          --------          --------
   Net income (loss) from operations ...............          1.29              0.92           (  0.84)             2.31
                                                          --------          --------          --------          --------
Accumulation unit value, end of period .............      $  11.29          $  10.92          $   9.16          $  12.31
                                                          ========          ========          ========          ========
Total return .......................................         12.91 %            9.23 %         (  8.37)%           23.09 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........      $    944          $    344          $    501          $    925
 Ratio of net investment income (loss) to average
  net assets .......................................       (  0.90)%           15.66 %         (  0.90)%            8.13 %
</TABLE>


<TABLE>
<CAPTION>
                                                                               WRL
                                                             WRL             PILGRIM            WRL
                                                           SALOMON           BAXTER           DREYFUS
                                                           ALL CAP       MID CAP GROWTH       MID CAP
                                                         SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
                                                       --------------   ----------------   -------------
                                                        DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                       --------------   ----------------   -------------
                                                           1999(1)           1999(1)          1999(1)
                                                       --------------   ----------------   -------------
<S>                                                    <C>              <C>                <C>
Accumulation unit value, beginning of year .........      $  10.00          $  10.00         $  10.00
 Income from operations:
  Net investment income (loss) .....................          0.40              0.04          (  0.04)
  Net realized and unrealized gain (loss) on
   investment ......................................          0.30              5.94             0.18
                                                          --------          --------         --------
   Net income (loss) from operations ...............          0.70              5.98             0.14
                                                          --------          --------         --------
Accumulation unit value, end of period .............      $  10.70          $  15.98         $  10.14
                                                          ========          ========         ========
Total return .......................................          7.02 %           59.78 %           1.44 %
Ratios and supplemental data:
 Net assets at end of year (in thousands) ..........      $    383          $  5,065         $    337
 Ratio of net investment income (loss) to average
  net assets .......................................          8.07 %            0.62 %        (  0.90)%
</TABLE>


See Notes to the Financial Statements, which is an integral part of this
report.

                                      113
<PAGE>

WRL SERIES LIFE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS
AT DECEMBER 31, 1999

NOTE 1 -- ORGANIZATION AND SUMMARY OF
               SIGNIFICANT ACCOUNTING POLICIES

The WRL Series Life Account (the "Life Account"), was established as a variable
life insurance separate account of Western Reserve Life Assurance Co. of Ohio
("WRL", or the "depositor") and is registered as a unit investment trust under
the Investment Company Act of 1940, as amended. The Life Account contains
twenty-three investment options referred to as subaccounts. Each subaccount
invests in the corresponding Portfolio of the WRL Series Fund, Inc.
(collectively referred to as the "Fund" and individually as a "Portfolio"), a
registered management investment company under the Investment Company Act of
1940, as amended.


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


Effective May 1, 1999 the names on the following subaccounts were changed:



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

The Financial Statements reflect a full twelve month period for each year
reported on, except as follows:


<TABLE>
<CAPTION>
SUBACCOUNT                                          INCEPTION DATE
- ------------------------------------------------   ---------------
<S>                                                <C>
WRL Dean Asset Allocation                              01/03/1995
WRL C.A.S.E. Growth                                    05/01/1996
WRL NWQ Value Equity                                   05/01/1996
WRL GE/Scottish Equitable International Equity         01/02/1997
WRL GE U.S. Equity                                     01/02/1997
WRL Third Avenue Value                                 01/02/1998
WRL J.P. Morgan Real Estate Securities                 05/01/1998
WRL Goldman Sachs Growth                               07/01/1999
WRL Goldman Sachs Small Cap                            07/01/1999
WRL T. Rowe Price Dividend Growth                      07/01/1999
WRL T. Rowe Price Small Cap                            07/01/1999
WRL Salomon All Cap                                    07/01/1999
WRL Pilgrim Baxter Mid Cap Growth                      07/01/1999
WRL Dreyfus Mid Cap                                    07/01/1999
</TABLE>

On July 1, 1999, WRL made initial contributions totaling $175,000 to the Life
Account. The respective amounts of the contributions and units received are as
follows:


<TABLE>
<CAPTION>
SUBACCOUNT                             CONTRIBUTION      UNITS
- -----------------------------------   --------------   --------
<S>                                   <C>              <C>
WRL Goldman Sachs Growth              $ 25,000         2,500
WRL Goldman Sachs Small Cap             25,000         2,500
WRL T. Rowe Price Dividend Growth       25,000         2,500
WRL T. Rowe Price Small Cap             25,000         2,500
WRL Salomon All Cap                     25,000         2,500
WRL Pilgrim Baxter Mid Cap Growth       25,000         2,500
WRL Dreyfus Mid Cap                     25,000         2,500
</TABLE>

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


The following significant accounting policies, which are in conformity with
accounting principles generally accepted in the United States, have been
consistently applied in the preparation of the Life Account Financial
Statements. The preparation of the Financial Statements required management to
make estimates and assumptions that affect the reported amounts and
disclosures. Actual results could differ from those estimates.


                                      114
<PAGE>

 WRL SERIES LIFE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
AT DECEMBER 31, 1999

NOTE 1 -- (CONTINUED)
A. VALUATION OF INVESTMENTS AND SECURITIES TRANSACTIONS

Investments in the Fund's shares are valued at the closing net asset value
("NAV") per share of the underlying Portfolio, as determined by the Fund.
Investment transactions are accounted for on the trade date at the Portfolio
NAV next determined after receipt of sale or redemption orders without sales
charges. Dividend income and capital gains distributions are recorded on the
ex-dividend date. The cost of investments sold is determined on a first-in,
first-out basis.


B. FEDERAL INCOME TAXES

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


NOTE 2 -- CHARGES AND DEDUCTIONS


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


A. POLICY CHARGES

Under some forms of the Policies, a sales charge and premium taxes are deducted
by WRL prior to allocation of policy owner payments to the subaccounts.
Contingent surrender charges may also apply.


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


B. LIFE ACCOUNT CHARGES

A daily charge equal to an annual rate of .90 % of average daily net assets is
assessed to compensate WRL for assumption of mortality and expense risks for
administrative services in connection with issuance and administration of the
Policies. This charge (not assessed at the individual contract level)
effectively reduces the value of a unit outstanding during the year.

NOTE 3 -- DIVIDEND DISTRIBUTIONS


Dividends are not declared by the Life Account, since the increase in the value
of the underlying investment in the Fund is reflected daily in the accumulation
unit value used to calculate the equity value within the Life Account.
Consequently, a dividend distribution by the underlying Fund does not change
either the accumulation unit value or equity values within the Life Account.


NOTE 4 -- SECURITIES TRANSACTIONS

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


<TABLE>
<CAPTION>
                                             PURCHASES       PROCEEDS
                                                OF          FROM SALES
SUBACCOUNT                                  SECURITIES     OF SECURITIES
- ----------------------------------------   ------------   --------------
<S>                                        <C>            <C>
WRL J.P. Morgan Money Market               $ 133,389      $ 99,679
WRL AEGON Bond                                11,936         7,386
WRL Janus Growth                             329,222        36,072
WRL Janus Global                              71,976         7,800
WRL LKCM Strategic Total Return               14,849         9,892
WRL VKAM Emerging Growth                     188,708        61,487
WRL Alger Aggressive Growth                   83,923         9,614
WRL AEGON Balanced                             4,525         1,311
WRL Federated Growth & Income                  5,634         2,209
WRL Dean Asset Allocation                      4,351         7,517
WRL C.A.S.E. Growth                           10,787         4,903
WRL NWQ Value Equity                           6,846         7,419
WRL GE/Scottish Equitable
  International Equity                         5,739         5,682
WRL GE U.S. Equity                            13,901         3,164
WRL Third Avenue Value                         1,611         1,344
WRL J.P. Morgan Real Estate Securities           519           554
WRL Goldman Sachs Growth                         977           115
WRL Goldman Sachs Small Cap                      374            47
WRL T. Rowe Price Dividend Growth                543            35
WRL T. Rowe Price Small Cap                    1,428           666
WRL Salomon All Cap                              551           183
WRL Pilgrim Baxter Mid Cap Growth              4,402           620
WRL Dreyfus Mid Cap                              470           164
</TABLE>

NOTE 5 -- FINANCIAL HIGHLIGHTS

Per unit information has been computed using average units outstanding
throughout each period. Total return is not annualized for periods of less than
one year. The ratio of net investment income (loss) to average net assets is
annualized for periods of less than one year.

                                      115
<PAGE>
                        REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Western Reserve Life Assurance Co. of Ohio

     We have audited the accompanying statutory-basis balance sheets of Western
Reserve Life Assurance Co. of Ohio (wholly owned indirectly by AEGON N.V.) as
of December 31, 1999 and 1998, and the related statutory-basis statements of
operations, changes in capital and surplus, and cash flows for each of the
three years in the period ended December 31, 1999. Our audits also included the
statutory-basis financial statement schedules required by Regulation S-X,
Article 7. These financial statements and schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits. We did not audit the
"Separate Account Assets" and "Separate Account Liabilities" in the
statutory-basis balance sheets of the Company. The Separate Account financial
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the data included for the
Separate Accounts, is based solely upon the reports of the other auditors.


     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.


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


     In our opinion, because of the effects of the matter described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of Western Reserve Life Assurance Co. of Ohio at December
31, 1999 and 1998, or the results of its operations or its cash flows for each
of the three years in the period ended December 31, 1999.


     However, in our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly, in all
material respects, the financial position of Western Reserve Life Assurance Co.
of Ohio at December 31, 1999 and 1998, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1999, in conformity with accounting practices prescribed or permitted by the
Insurance Department of the State of Ohio. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
statutory-basis financial statements taken as a whole, present fairly in all
material respects the information set forth therein.


                                                  ERNST & YOUNG LLP


Des Moines, Iowa
February 18, 2000


                                      116
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       BALANCE SHEETS -- STATUTORY BASIS
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                       DECEMBER 31
                                                              -----------------------------
                                                                   1999            1998
                                                              -------------   -------------
<S>                                                           <C>             <C>
ADMITTED ASSETS
Cash and invested assets:
 Cash and short-term investments ..........................   $    23,932      $   73,808
 Bonds ....................................................       119,731         184,697
 Common stocks:
  Affiliated entities (cost: 1999 and 1998 - $243).........         2,156             704
  Other (cost: 1999 and 1998 - $302).......................           358             384
 Mortgage loans on real estate ............................         9,698           9,916
  Home office properties ..................................        34,066          34,583
  Investment properties ...................................        11,078          11,594
  Policy loans ............................................       182,975         112,982
  Other invested assets ...................................            --             396
                                                              -----------      ----------
Total cash and invested assets ............................       383,994         429,064
Premiums deferred and uncollected .........................           785             900
Accrued investment income .................................         1,638           2,867
Transfers from separate accounts due or accrued ...........       463,721         350,633
Cash surrender value of life insurance policies ...........        47,518          45,445
Other assets ..............................................         6,614           9,239
Separate account assets ...................................    11,587,982       6,999,290
                                                              -----------      ----------
Total admitted assets .....................................   $12,492,252      $7,837,438
                                                              ===========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      117
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                       BALANCE SHEETS -- STATUTORY BASIS
                                  (CONTINUED)
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31
                                                                              -----------------------------
                                                                                   1999            1998
                                                                              --------------   ------------
<S>                                                                           <C>              <C>
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
 Aggregate reserves for policies and contracts:
  Life ....................................................................    $   302,138     $  231,596
  Annuity .................................................................        268,864        265,418
 Policy and contract claim reserves .......................................          9,269          9,233
 Other policyholders' funds ...............................................         38,633         38,080
 Remittances and items not allocated ......................................         20,686         20,569
 Federal income taxes payable .............................................          5,873          5,716
 Asset valuation reserve ..................................................          3,809          2,848
 Interest maintenance reserve .............................................          7,866          9,684
 Short-term note payable to affiliate .....................................         17,100         44,200
 Payable to affiliate .....................................................            964         37,907
 Other liabilities ........................................................         49,478         31,151
 Separate account liabilities .............................................     11,582,656      6,997,456
                                                                               -----------     ----------
Total liabilities .........................................................     12,307,336      7,693,858
Commitments and contingencies (NOTE 11) ...................................
Capital and surplus:
 Common stock, $1.00 par value, 3,000,000 shares authorized and
   2,500,000 shares issued and outstanding at December 31, 1999 and
   1,500,000 shares authorized, issued and outstanding at December 31, 1998          2,500          1,500
 Paid-in surplus ..........................................................        120,107        120,107
 Unassigned surplus .......................................................         62,309         21,973
                                                                               -----------     ----------
Total capital and surplus .................................................        184,916        143,580
                                                                               -----------     ----------
Total liabilities and capital and surplus .................................    $12,492,252     $7,837,438
                                                                               ===========     ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      118
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                  STATEMENTS OF OPERATIONS -- STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31
                                                                            --------------------------------------------
                                                                                 1999            1998           1997
                                                                            -------------   -------------   ------------
<S>                                                                         <C>             <C>             <C>
Revenues:
 Premiums and other considerations, net of reinsurance:
  Life ..................................................................    $  584,729      $  476,053      $  394,370
  Annuity ...............................................................     1,104,525         794,841         822,149
 Net investment income ..................................................        39,589          36,315          40,013
 Amortization of interest maintenance reserve ...........................         1,751             744           1,576
 Commissions and expense allowances on reinsurance ceded ................         4,178          15,333              11
 Income from fees associated with investment management,
   administration and contract guarantees for separate accounts .........        19,620          72,817              --
 Other income ...........................................................        44,366          67,751           3,016
                                                                             ----------      ----------      ----------
                                                                              1,798,758       1,463,854       1,261,135
Benefits and expenses:
 Benefits paid or provided for:
  Life ..................................................................        35,591          42,982          28,060
  Surrender benefits ....................................................       689,535         551,528         431,939
  Other benefits ........................................................        32,201          31,280          28,112
  Increase (decrease) in aggregate reserves for policies and
    contracts:
   Life .................................................................        70,542          42,940          29,485
   Annuity ..............................................................         3,446         (30,872)        (35,940)
   Other ................................................................          (121)         32,178             794
                                                                             ----------      ----------      ----------
                                                                                831,194         670,036         482,450
Insurance expenses:
 Commissions ............................................................       246,334         205,939         179,106
 General insurance expenses .............................................       112,536         102,611          70,546
 Taxes, licenses and fees ...............................................        19,019          15,545          13,101
 Net transfers to separate accounts .....................................       540,443         475,435         519,214
 Other expenses .........................................................            --              59              21
                                                                             ----------      ----------      ----------
                                                                                918,332         799,589         781,988
                                                                             ----------      ----------      ----------
                                                                              1,749,526       1,469,625       1,264,438
                                                                             ----------      ----------      ----------
Gain (loss) from operations before federal income tax expense
  (benefit) and net realized capital gains
  (losses) on investments ...............................................        49,232          (5,771)         (3,303)
Federal income tax expense (benefit) ....................................        11,816            (347)            469
                                                                             ----------      ----------      ----------
Gain (loss) from operations before net realized capital gains (losses)
  on investments ........................................................        37,416          (5,424)         (3,772)
Net realized capital gains (losses) on investments
  (net of related federal income taxes and amounts transferred to
  interest maintenance reserve) .........................................          (716)          1,494             747
                                                                             ----------      ----------      ----------
Net income (loss) .......................................................    $   36,700      $   (3,930)     $   (3,025)
                                                                             ==========      ==========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      119
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


        STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                    TOTAL
                                                         COMMON      PAID-IN      UNASSIGNED     CAPITAL AND
                                                          STOCK      SURPLUS        SURPLUS        SURPLUS
                                                        --------   -----------   ------------   ------------
<S>                                                     <C>        <C>           <C>            <C>
Balance at January 1, 1997 ..........................    $1,500     $ 68,015       $ 26,041       $ 95,556
 Net loss ...........................................        --           --         (3,025)        (3,025)
 Change in non-admitted assets ......................        --           --           (702)          (702)
 Change in asset valuation reserve ..................        --           --          3,274          3,274
 Change in surplus in separate accounts .............        --           --         (2,115)        (2,115)
 Change in reserve valuation ........................        --           --         (1,872)        (1,872)
 Capital contribution ...............................        --       20,000             --         20,000
 Tax effect of capital loss carry-forward utilized by
   affiliates .......................................        --           --          3,747          3,747
                                                         ------     --------       --------       --------
Balance at December 31, 1997 ........................     1,500       88,015         25,348        114,863
 Net loss ...........................................        --           --         (3,930)        (3,930)
 Change in net unrealized capital gains .............        --           --            248            248
 Change in non-admitted assets ......................        --           --         (1,815)        (1,815)
 Change in asset valuation reserve ..................        --           --           (412)          (412)
 Change in surplus in separate accounts .............        --           --           (341)          (341)
 Change in reserve valuation ........................        --           --         (2,132)        (2,132)
 Capital contribution ...............................        --       32,092             --         32,092
 Settlement of prior period tax returns .............        --           --            353            353
 Tax benefits on stock options exercised ............        --           --          4,654          4,654
                                                         ------     --------       --------       --------
Balance at December 31, 1998 ........................     1,500      120,107         21,973        143,580
Net income ..........................................        --           --         36,700         36,700
 Change in net unrealized capital gains .............        --           --          1,421          1,421
 Change in non-admitted assets ......................        --           --            703            703
 Change in asset valuation reserve ..................        --           --           (961)          (961)
 Change in surplus in separate accounts .............        --           --            451            451
 Transfer from unassigned surplus to common
   stock (stock dividend) ...........................     1,000           --         (1,000)            --
 Settlement of prior period tax returns .............        --           --          1,000          1,000
 Tax benefits on stock options exercised ............        --           --          2,022          2,022
                                                         ------     --------       --------       --------
Balance at December 31, 1999 ........................    $2,500     $120,107       $ 62,309       $184,916
                                                         ======     ========       ========       ========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      120
<PAGE>

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO STATEMENTS OF CASH FLOWS --
                                STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31
                                                                   ---------------------------------------------
                                                                        1999            1998            1997
                                                                   -------------   -------------   -------------
<S>                                                                <C>             <C>             <C>
OPERATING ACTIVITIES
Premiums and other considerations, net of reinsurance ..........    $1,738,870      $1,356,732      $1,223,898
Net investment income ..........................................        44,235          38,294          43,802
Life and accident and health claims ............................       (35,872)        (44,426)        (26,005)
Surrender benefits and other fund withdrawals ..................      (689,535)       (551,528)       (431,939)
Other benefits to policyholders ................................       (32,642)        (31,231)        (28,147)
Commissions, other expenses and other taxes ....................      (382,372)       (326,080)       (262,901)
Net transfers to separate accounts .............................      (628,762)       (461,982)       (596,347)
Federal income taxes received (paid) ...........................        (9,637)         11,956           5,006
Interest paid ..................................................            --              --            (731)
Other, net .....................................................       (21,054)         (7,109)        (14,901)
                                                                    ----------      ----------      ----------
Net cash used in operating activities ..........................       (16,769)        (15,374)        (88,265)
INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
 Bonds and preferred stocks ....................................       114,177         143,449         146,963
 Mortgage loans on real estate .................................           212             221           2,116
 Other .........................................................            18              --              --
                                                                       114,407         143,670         149,079
Cost of investments acquired
 Bonds and preferred stocks ....................................       (49,279)        (68,202)        (40,418)
 Common stocks .................................................            --             (93)           (150)
 Mortgage loans on real estate .................................            (1)         (5,313)           (891)
 Real estate ...................................................          (286)        (26,213)        (12,002)
 Policy loans ..................................................       (69,993)        (36,241)        (24,137)
 Other .........................................................          (855)           (414)             --
                                                                    ----------      ----------      ----------
                                                                      (120,414)       (136,476)        (77,598)
Net cash provided by (used in) investing activities ............        (6,007)          7,194          71,481
FINANCING ACTIVITIES
Issuance (payment) of short-term note payable to
  affiliate, net ...............................................       (27,100)         36,000           8,200
Capital contribution ...........................................            --          32,092          20,000
                                                                    ----------      ----------      ----------
Net cash provided by (used in) financing activities ............       (27,100)         68,092          28,200
                                                                    ----------      ----------      ----------
Increase (decrease) in cash and short-term investments .........       (49,876)         59,912          11,416
Cash and short-term investments at beginning of year ...........        73,808          13,896           2,480
                                                                    ----------      ----------      ----------
Cash and short-term investments at end of year .................    $   23,932      $   73,808      $   13,896
                                                                    ==========      ==========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      121
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

     Western Reserve Life Assurance Co. of Ohio ("the Company") is a stock life
insurance company and is a wholly-owned subsidiary of First AUSA Life Insurance
Company which, in turn, is a wholly-owned subsidiary of AEGON USA, Inc.
("AEGON"). AEGON is an indirect wholly-owned subsidiary of AEGON N.V., a
holding company organized under the laws of The Netherlands.


NATURE OF BUSINESS


     The Company operates predominantly in the variable universal life and
variable annuity areas of the life insurance business. The Company is licensed
in 49 states, District of Columbia, Puerto Rico and Guam. Sales of the
Company's products are through financial planners, independent representatives,
financial institutions and stockbrokers. The majority of the Company's new life
insurance written and a substantial portion of new annuities written is done
through one marketing organization; the Company expects to maintain this
relationship for the foreseeable future.


BASIS OF PRESENTATION


     The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Such estimates and assumptions
could change in the future as more information becomes known, which could
impact the amounts reported and disclosed herein.


     The accompanying financial statements have been prepared in conformity
with accounting practices prescribed or permitted by the Insurance Department
of the State of Ohio ("Insurance Department"), which practices differ from
generally accepted accounting principles. The more significant of these
differences are as follows: (a) bonds are generally reported at amortized cost
rather than segregating the portfolio into held-to-maturity (reported at
amortized cost), available-for-sale (reported at fair value), and trading
(reported at fair value) classifications; (b) acquisition costs of acquiring
new business are expensed as incurred rather than deferred and amortized over
the life of the policies; (c) policy reserves on traditional life products are
based on statutory mortality rates and interest which may differ from reserves
based on reasonable assumptions of expected mortality, interest, and
withdrawals which include a provision for possible unfavorable deviation from
such assumptions; (d) policy reserves on certain investment products use
discounting methodologies utilizing statutory interest rates rather than full
account values; (e) reinsurance amounts are netted against the corresponding
asset or

                                      122
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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


liability rather than shown as gross amounts on the balance sheet; (f) deferred
income taxes are not provided for the difference between the financial
statement amounts and income tax bases of assets and liabilities; (g) net
realized gains or losses attributed to changes in the level of interest rates
in the market are deferred and amortized over the remaining life of the bond or
mortgage loan, rather than recognized as gains or losses in the statement of
operations when the sale is completed; (h) potential declines in the estimated
realizable value of investments are provided for through the establishment of a
formula-determined statutory investment reserve (reported as a liability),
changes to which are charged directly to surplus, rather than through
recognition in the statement of operations for declines in value, when such
declines are judged to be other than temporary; (i) certain assets designated
as "non-admitted assets" have been charged to unassigned surplus rather than
being reported as assets; (j) revenues for universal life and investment
products consist of the entire premiums received rather than policy charges for
the cost of insurance, policy administration charges, amortization of policy
initiation fees and surrender charges assessed; (k) pension expense is recorded
as amounts are paid rather than accrued and expensed during the periods in
which the employers provide service; (l) stock options settled in cash are
recorded as an expense of the Company's indirect parent rather than charged to
current operations; (m) adjustments to federal income taxes of prior years are
charged or credited directly to unassigned surplus, rather than reported as a
component of income tax expense in the statement of operations; and (n) the
financial statements of wholly-owned affiliates are not consolidated with those
of the Company. The effects of these variances have not been determined by the
Company, but are presumed to be material.


     In 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles ("Codification") effective
January 1, 2001. Codification will likely change, to some extent, prescribed
statutory accounting practices and may result in changes to the accounting
practices that the Company uses to prepare its statutory-basis financial
statements. Codification will require adoption by the various states before it
becomes the prescribed statutory basis of accounting for insurance companies
domesticated within those states. Accordingly, before Codification becomes
effective for the Company, the State of Ohio must adopt Codification as the
prescribed basis of accounting on which domestic insurers must report their
statutory-basis results to the Insurance Department. At this time it is unclear
whether the State of Ohio will adopt Codification. However, based on current
guidance, management believes that the impact of Codification will not be
material to the Company's statutory-basis financial statements.

                                      123
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

     Other significant statutory accounting practices are as follows:


CASH AND CASH EQUIVALENTS


     For purposes of the statements of cash flows, the Company considers all
highly liquid investments with remaining maturities of one year or less when
purchased to be cash equivalents.


INVESTMENTS


     Investments in bonds (except those to which the Securities Valuation
Office of the NAIC has ascribed a value), mortgage loans on real estate and
short-term investments are reported at cost adjusted for amortization of
premiums and accrual of discounts. Amortization is computed using methods which
result in a level yield over the expected life of the investment. The Company
reviews its prepayment assumptions on mortgage and other asset backed
securities at regular intervals and adjusts amortization rates retrospectively
when such assumptions are changed due to experience and/or expected future
patterns. Common stocks of unaffiliated companies are carried at market, and
the related unrealized capital gains/(losses) are reported in unassigned
surplus without any adjustment for federal income taxes. Common stocks of the
Company's wholly-owned affiliates are recorded at the equity in net assets.
Home office and investment properties are reported at cost less allowances for
depreciation. Depreciation is computed principally by the straight-line method.
Policy loans are reported at unpaid principal. Other "admitted assets" are
valued, principally at cost, as required or permitted by Ohio Insurance Laws.


     Realized capital gains and losses are determined on the basis of specific
identification and are recorded net of related federal income taxes. The Asset
Valuation Reserve (AVR) is established by the Company to provide for potential
losses in the event of default by issuers of certain invested assets. These
amounts are determined using a formula prescribed by the NAIC and are reported
as a liability. The formula for the AVR provides for a corresponding adjustment
for realized gains and losses. Under a formula prescribed by the NAIC, the
Company defers, in the Interest Maintenance Reserve (IMR), the portion of
realized gains and losses on sales of fixed income investments, principally
bonds and mortgage loans, attributable to changes in the general level of
interest rates and amortizes those deferrals over the remaining period to
maturity of the security.


     During 1999, 1998 and 1997, net realized capital gains (losses) of $(67),
$1,294 and $3,259, respectively, were credited to the IMR rather than being
immediately

                                      124
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

recognized in the statements of operations. Amortization of these net gains
aggregated $1,751, $744 and $1,576 for the years ended December 31, 1999, 1998
and 1997, respectively.


     Interest income is recognized on an accrual basis. The Company does not
accrue income on bonds in default, mortgage loans on real estate in default
and/or foreclosure or which are delinquent more than twelve months, or real
estate where rent is in arrears for more than three months. Further, income is
not accrued when collection is uncertain. No investment income due and accrued
has been excluded for the years ended December 31, 1999, 1998 and 1997, with
respect to such practices.


AGGREGATE RESERVES FOR POLICIES


     Life and annuity reserves are developed by actuarial methods and are
determined based on published tables using statutorily specified interest rates
and valuation methods that will provide, in the aggregate, reserves that are
greater than or equal to the minimum required by law.


     The aggregate policy reserves for life insurance policies are based
principally upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary
Mortality Tables. The reserves are calculated using interest rates ranging from
2.25 to 5.50 percent and are computed principally on the Net Level Premium
Valuation and the Commissioners' Reserve Valuation Methods. Reserves for
universal life policies are based on account balances adjusted for the
Commissioners' Reserve Valuation Method.


     Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including excess interest reserves to cover
situations where the future interest guarantees plus the decrease in surrender
charges are in excess of the maximum valuation rates of interest. Reserves for
immediate annuities and supplementary contracts with life contingencies are
equal to the present value of future payments assuming interest rates ranging
from 5.75 to 8.75 percent and mortality rates, where appropriate, from a
variety of tables.


POLICY AND CONTRACT CLAIM RESERVES


     Claim reserves represent the estimated accrued liability for claims
reported to the Company and claims incurred but not yet reported through the
statement date. These reserves are estimated using either individual case-basis
valuations or statistical analysis techniques. These estimates are subject to
the effects of trends in claim severity and frequency. The estimates are
continually reviewed and adjusted as necessary as experience develops or new
information becomes available.

                                      125
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

SEPARATE ACCOUNTS


     Assets held in trust for purchases of variable universal life and variable
annuity contracts and the Company's corresponding obligation to the contract
owners are shown separately in the balance sheets. The assets in the separate
accounts are valued at market. Income and gains and losses with respect to the
assets in the separate accounts accrue to the benefit of the policyholders and,
accordingly, the operations of the separate accounts are not included in the
accompanying financial statements. The separate accounts do not have any
minimum guarantees and the investment risks associated with market value
changes are borne entirely by the policyholders. The Company received variable
contract premiums of $1,675,642, $1,240,858 and $1,164,013 in 1999, 1998 and
1997, respectively. All variable account contracts are subject to discretionary
withdrawal by the policyholder at the market value of the underlying assets
less the current surrender charge. Separate account contractholders have no
claim against the assets of the general account.


STOCK OPTION PLAN


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


RECLASSIFICATIONS


     Certain reclassifications have been made to the 1998 and 1997 financial
statements to conform to the 1999 presentation.


2. FAIR VALUES OF FINANCIAL INSTRUMENTS


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

                                      126
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. In that
regard, the derived fair value estimates cannot be substantiated by comparisons
to independent markets and, in many cases, could not be realized in immediate
settlement of the instrument. Statement of Financial Accounting Standards No.
107 excludes certain financial instruments and all nonfinancial instruments
from its disclosure requirements and allows companies to forego the disclosures
when those estimates can only be made at excessive cost. Accordingly, the
aggregate fair value amounts presented do not represent the underlying value of
the Company.


     The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:


     CASH AND SHORT-TERM INVESTMENTS: The carrying amounts reported in the
     statutory-basis balance sheet for these instruments approximate their fair
     values.


     INVESTMENT SECURITIES: Fair values for fixed maturity securities
     (including redeemable preferred stocks) are based on quoted market prices,
     where available. For fixed maturity securities not actively traded, fair
     values are estimated using values obtained from independent pricing
     services or (in the case of private placements) are estimated by
     discounting expected future cash flows using a current market rate
     applicable to the yield, credit quality, and maturity of the investments.
     The fair values for equity securities are based on quoted market prices.


     MORTGAGE LOANS AND POLICY LOANS: The fair values for mortgage loans are
     estimated utilizing discounted cash flow analyses, using interest rates
     reflective of current market conditions and the risk characteristics of
     the loans. The fair value of policy loans are assumed to equal their
     carrying value.


     INVESTMENT CONTRACTS: Fair values for the Company's liabilities under
     investment-type insurance contracts are estimated using discounted cash
     flow calculations, based on interest rates currently being offered for
     similar contracts with maturities consistent with those remaining for the
     contracts being valued.


     Fair values for the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk, which minimizes exposure to
changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.

                                      127
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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

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


<TABLE>
<CAPTION>
                                                               December 31
                                          -----------------------------------------------------
                                                     1999                       1998
                                          --------------------------- -------------------------
                                             Carrying                   Carrying
                                              Amount      Fair Value     Amount     Fair Value
                                          ------------- ------------- ------------ ------------
<S>                                       <C>           <C>           <C>          <C>
    ADMITTED ASSETS
    Cash and short-term investments .....  $    23,932   $    23,932   $   73,808   $   73,808
    Bonds ...............................      119,731       119,076      184,697      192,556
    Common stocks, other than affiliates           358           358          384          384
    Mortgage loans on real estate .......        9,698         9,250        9,916       10,390
    Policy loans ........................      182,975       182,975      112,982      112,982
    Separate account assets .............   11,587,982    11,587,982    6,999,290    6,999,290
    LIABILITIES
    Investment contract liabilities .....      301,403       294,342      297,349      294,105
    Separate account annuities ..........    8,271,548     8,079,141    5,096,680    5,038,296
</TABLE>


                                      128
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999
3. INVESTMENTS


     The carrying amount and estimated fair value of investments in debt
securities are as follows:

<TABLE>
<CAPTION>
                                                                      Gross        Gross     Estimated
                                                        Carrying   Unrealized   Unrealized     Fair
                                                         Amount       Gains       Losses       Value
                                                       ---------- ------------ ------------ ----------
<S>                                                    <C>        <C>          <C>          <C>
     DECEMBER 31, 1999
     Bonds:
      United States Government and agencies ..........  $  4,755     $    4       $   66     $  4,693
      State, municipal and other government ..........     2,185         12           --        2,197
      Public utilities ...............................    13,134        129          368       12,895
      Industrial and miscellaneous ...................    52,997      1,213        1,208       53,002
      Mortgage and other asset-backed securities .....    46,660        480          851       46,289
                                                        --------     ------       ------     --------
     Total bonds .....................................  $119,731     $1,838       $2,493     $119,076
                                                        ========     ======       ======     ========
     DECEMBER 31, 1998
     Bonds: ..........................................
      United States Government and agencies ..........  $  4,749     $   83       $   --     $  4,832
      State, municipal and other government ..........     3,234        117           --        3,351
      Public utilities ...............................    18,792        818          251       19,359
      Industrial and miscellaneous ...................    96,332      6,685          577      102,440
      Mortgage and other asset-backed securities .....    61,590      1,235          251       62,574
                                                        --------     ------       ------     --------
     Total bonds .....................................  $184,697     $8,938       $1,079     $192,556
                                                        ========     ======       ======     ========
</TABLE>

     The carrying amount and fair value of bonds at December 31, 1999 by
contractual maturity are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without penalties.

<TABLE>
<CAPTION>
                                                                          Estimated
                                                             Carrying       Fair
                                                              Amount        Value
                                                            ----------   ----------
<S>                                                         <C>          <C>
     Due in one year or less ............................    $ 10,521     $ 10,560
     Due one through five years .........................      32,248       31,993
     Due five through ten years .........................      17,342       17,104
     Due after ten years ................................      12,960       13,130
                                                             --------     --------
                                                               73,071       72,787
     Mortgage and other asset-backed securities .........      46,660       46,289
                                                             --------     --------
                                                             $119,731     $119,076
                                                             ========     ========
</TABLE>


                                      129
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


3. INVESTMENTS--(CONTINUED)
     A detail of net investment income is presented below:


<TABLE>
<CAPTION>
                                                     Year ended December 31
                                              ------------------------------------
                                                 1999         1998         1997
                                              ----------   ----------   ----------
<S>                                           <C>          <C>          <C>
     Interest on bonds ....................    $ 12,094     $ 17,150     $ 25,723
     Dividends on equity investments from
      subsidiaries ........................      18,555       13,233       10,855
     Interest on mortgage loans ...........         746          499          478
     Rental income on real estate .........       5,794        2,839        1,371
     Interest on policy loans .............       9,303        6,241        4,656
     Other investment income ..............         414          540           26
                                               --------     --------     --------
     Gross investment income ..............      46,906       40,502       43,109
     Investment expenses ..................      (7,317)      (4,187)      (3,096)
                                               --------     --------     --------
     Net investment income ................    $ 39,589     $ 36,315     $ 40,013
                                               ========     ========     ========
</TABLE>

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

<TABLE>
<CAPTION>
                                               Year ended December 31
                                       ---------------------------------------
                                           1999          1998          1997
                                       -----------   -----------   -----------
<S>                                    <C>           <C>           <C>
     Proceeds ......................    $114,177      $143,449      $146,963
                                        ========      ========      ========
     Gross realized gains ..........    $  1,762      $  4,641      $  3,921
     Gross realized losses .........       1,709           899           626
                                        --------      --------      --------
     Net realized gains ............    $     53      $  3,742      $  3,295
                                        ========      ========      ========
</TABLE>

     At December 31, 1999, bonds with an aggregate carrying value of $4,152
were on deposit with certain state regulatory authorities or were restrictively
held in bank custodial accounts for benefit of such state regulatory
authorities, as required by statute.

                                      130
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


3. INVESTMENTS--(CONTINUED)

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


<TABLE>
<CAPTION>
                                                                        Realized
                                                          -------------------------------------
                                                                 Year ended December 31
                                                          -------------------------------------
                                                             1999         1998          1997
                                                          ---------   -----------   -----------
<S>                                                       <C>         <C>           <C>
     Debt securities ..................................    $   53      $  3,742      $  3,295
     Other invested assets ............................        18           (18)           --
                                                           ------      --------      --------
                                                               71         3,724         3,295
     Tax expense ......................................      (854)         (936)         (711)
     Transfer to interest maintenance reserve .........        67        (1,294)       (3,259)
                                                           ------      --------      --------
     Net realized gains (losses) ......................    $ (716)     $  1,494      $    747
                                                           ======      ========      ========
</TABLE>


<TABLE>
<CAPTION>
                                                                           Changes in Unrealized
                                                                  ----------------------------------------
                                                                           Year ended December 31
                                                                  ----------------------------------------
                                                                      1999           1998          1997
                                                                  ------------   ------------   ----------
<S>                                                               <C>            <C>            <C>
     Debt securities ..........................................     $ (8,514)      $ (3,985)      $ (896)
     Common stocks ............................................        1,426            248           --
                                                                    --------       --------       ------
     Change in unrealized appreciation (depreciation) .........     $ (7,088)      $  (3737)      $ (896)
                                                                    ========       ========       ======
</TABLE>

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

<TABLE>
<CAPTION>
                                          Unrealized
                                      -------------------
                                          December 31
                                      -------------------
                                         1999       1998
                                      ---------   -------
<S>                                   <C>         <C>
     Unrealized gains .............    $1,995      $ 579
     Unrealized losses ............       (26)       (36)
                                       ------      -----
     Net unrealized gains .........    $1,969      $ 543
                                       ======      =====
</TABLE>

     During 1999, the Company did not issue any mortgage loans. The Company
requires all mortgagees to carry fire insurance equal to the value of the
underlying property.


     During 1999, 1998 and 1997, no mortgage loans were foreclosed and
transferred to real estate. During 1999 and 1998, the Company held a mortgage
loan loss reserve in the asset valuation reserve of $110 and $112,
respectively.


     At December 31, 1999, the Company had no investments (excluding U. S.
Government guaranteed or insured issues) which individually represented more
than ten percent of capital and surplus and the asset valuation reserve,
collectively.

                                      131
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999
4. REINSURANCE


     The Company reinsures portions of certain insurance policies which exceed
its established limits, thereby providing a greater diversification of risk and
minimizing exposure on larger risks. The Company remains contingently liable
with respect to any insurance ceded, and this would become an actual liability
in the event that the assuming insurance company became unable to meet its
obligations under the reinsurance treaty.


<TABLE>
<CAPTION>
                                                Year ended December 31
                                     ---------------------------------------------
                                          1999            1998            1997
                                     -------------   -------------   -------------
<S>                                  <C>             <C>             <C>
     Direct premiums .............    $1,748,265      $1,345,752      $1,219,271
     Reinsurance assumed .........            --             461           2,389
     Reinsurance ceded ...........       (59,011)        (75,319)         (5,141)
                                      ----------      ----------      ----------
     Net premiums earned .........    $1,689,254      $1,270,894      $1,216,519
                                      ==========      ==========      ==========
</TABLE>

     The Company received reinsurance recoveries in the amount of $4,916,
$5,260 and $2,288 during 1999, 1998 and 1997, respectively. At December 31,
1999 and 1998, estimated amounts recoverable from reinsurers that have been
deducted from policy and contract claim reserves totaled $1,557 and $1,003,
respectively. The aggregate reserves for policies and contracts were reduced
for reserve credits for reinsurance ceded at December 31, 1999 and 1998 of
$3,487 and $2,849, respectively.


5.  INCOME TAXES


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

                                      132
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


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


<TABLE>
<CAPTION>
                                                                                  Year ended December 31
                                                                        ------------------------------------------
                                                                            1999           1998           1997
                                                                        ------------   ------------   ------------
<S>                                                                     <C>            <C>            <C>
     Computed tax (benefit) at federal statutory rate (35%) .........    $  17,231       $ (2,019)      $ (1,156)
     Deferred acquisition costs -- tax basis ........................       11,344          9,672          9,164
     Tax reserve valuation ..........................................       (2,272)         1,513           (194)
     Excess tax depreciation ........................................         (727)          (442)          (127)
     Amortization of IMR ............................................         (613)          (260)          (552)
     Dividend received deduction ....................................      (10,784)        (6,657)        (5,326)
     Prior year over-accrual ........................................       (3,167)        (2,322)        (1,541)
     Other, net .....................................................          804            168            201
                                                                         ---------       --------       --------
     Federal income tax expense (benefit) ...........................    $  11,816       $   (347)      $    469
                                                                         =========       ========       ========
</TABLE>

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


     Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation, but
was accumulated for income tax purposes in a memorandum account referred to as
the policyholders' surplus account. No federal income taxes have been provided
for in the financial statements on income deferred in the policyholders'
surplus account ($293 at December 31, 1999). To the extent dividends are paid
from the amount accumulated in the policyholders' surplus account, net earnings
would be reduced by the amount of tax required to be paid. Should the entire
amount in the policyholders' surplus account become taxable, the tax thereon
computed at current rates would amount to approximately $103.


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


     In 1999, the Company received $1,000 from its former parent, an
unaffiliated company, for reimbursement of prior period tax payments made by
the Company but owed by the former parent. In 1998, the Company reached a final
settlement with the

                                      133
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999
Internal Revenue Service for 1994 and 1995 resulting in a tax refund of $300
and interest received of $53. Tax settlements for 1999 and 1998 were credited
directly to unassigned surplus.


6. POLICY AND CONTRACT ATTRIBUTES


     A portion of the Company's policy reserves and other policyholders' funds
relate to liabilities established on a variety of the Company's products,
primarily separate accounts, that are not subject to significant mortality or
morbidity risk; however, there may be certain restrictions placed upon the
amount of funds that can be withdrawn without penalty. The amount of reserves
on these products, by withdrawal characteristics are summarized as follows:


<TABLE>
<CAPTION>
                                                                           December 31
                                                      ------------------------------------------------------
                                                                 1999                        1998
                                                      --------------------------   -------------------------
                                                                        Percent                     Percent
                                                          Amount       of Total        Amount       of Total
                                                      -------------   ----------   -------------   ---------
<S>                                                   <C>             <C>          <C>             <C>
     Subject to discretionary withdrawal with
      market value adjustment .....................    $   12,534           0%      $   12,810          0%
     Subject to discretionary withdrawal at book
      value less surrender charge .................        73,903           1           76,289          1
     Subject to discretionary withdrawal at market
      value .......................................     8,271,441          96        5,096,680         94
     Subject to discretionary withdrawal at book
      value (minimal or no charges or
      adjustments) ................................       217,372           3          210,270          4
     Not subject to discretionary withdrawal
      provision ...................................        15,433           0           15,681          1
                                                       ----------          --       ----------         --
                                                        8,590,683         100%       5,411,730        100%
                                                                          ===                         ===
     Less reinsurance ceded .......................         1,581                        1,131
                                                       ----------                   ----------
     Total policy reserves on annuities and deposit
      fund liabilities ............................    $8,589,102                   $5,410,599
                                                       ==========                   ==========
</TABLE>

                                      134
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


6. POLICY AND CONTRACT ATTRIBUTES--(CONTINUED)

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


<TABLE>
<CAPTION>
                                                                   Year ended December 31
                                                        ---------------------------------------------
                                                             1999            1998            1997
                                                        -------------   -------------   -------------
<S>                                                     <C>             <C>             <C>
     Transfers as reported in the summary of
       operations of the separate accounts statement:
     Transfers to separate accounts .................    $1,675,642      $1,240,858      $1,164,013
     Transfers from separate accounts ...............     1,056,207         774,690         646,477
                                                         ----------      ----------      ----------
     Net transfers to separate accounts .............       619,435         466,168         517,536
     Reconciling adjustments -- change in accruals
       for investment management, administration
       fees and contract guarantees, reinsurance and
       separate account surplus .....................       (78,992)          9,267           1,678
                                                         ----------      ----------      ----------
     Transfers as reported in the summary of
       operations of the life, accident and health
       annual statement .............................    $  540,443      $  475,435      $  519,214
                                                         ==========      ==========      ==========
</TABLE>

     Reserves on the Company's traditional life insurance products are computed
using mean reserving methodologies. These methodologies result in the
establishment of assets for the amount of the net valuation premiums that are
anticipated to be received between the policy's paid-through date to the
policy's next anniversary date. At December 31, 1999 and 1998, these assets
(which are reported as premiums deferred and uncollected) and the amounts of
the related gross premiums and loadings, are as follows:

<TABLE>
<CAPTION>
                                                    Gross      Loading      Net
                                                  ---------   ---------   -------
<S>                                               <C>         <C>         <C>
     DECEMBER 31, 1999
     Ordinary direct renewal business .........    $1,017        $232      $785
                                                   ------        ----      ----
                                                   $1,017        $232      $785
                                                   ======        ====      ====
     DECEMBER 31, 1998
     Ordinary direct renewal business .........    $1,101        $201      $900
                                                   ------        ----      ----
                                                   $1,101        $201      $900
                                                   ======        ====      ====
</TABLE>

     In 1994, the NAIC enacted a guideline to clarify reserving methodologies
for contracts that require immediate payment of claims upon proof of death of
the insured. Companies were allowed to grade the effects of the change in
reserving methodologies over five years. A direct charge to surplus of $2,132
and $1,872 was made for the years ended December 31, 1998 and 1997,
respectively, related to the change in reserve methodology.

                                      135
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999
7. DIVIDEND RESTRICTIONS


     The Company is subject to limitations, imposed by the State of Ohio, on
the payment of dividends to its parent company. Generally, dividends during any
twelve month period may not be paid; without prior regulatory approval, in
excess of the greater of (a) 10 percent of statutory capital and surplus as of
the preceding December 31, or (b) statutory gain from operations for the
preceding year. Subject to the availability of unassigned surplus at the time
of such dividend, the maximum payment which may be made in 2000, without the
prior approval of insurance regulatory authorities, is $36,700.


8. CAPITAL STRUCTURE


     During 1999, the Company's Board of Director's approved an amendment to
the Company's Articles of Incorporation which increased the number of
authorized capital shares to 3,000,000. The Board of Directors also authorized
a stock dividend in the amount of $1,000, which was transferred from unassigned
surplus. This amendment and stock dividend were in response to a change in
California law which requires all life insurance companies which do business in
the state to have capital stock of at least $2,500.


9. RETIREMENT AND COMPENSATION PLANS


     The Company's employees participate in a qualified benefit plan sponsored
by AEGON. The Company has no legal obligation for the plan. The Company
recognizes pension expense equal to its allocation from AEGON. The pension
expense is allocated among the participating companies based on the Statement
of Financial Accounting Standards No. 87 expense as a percent of salaries. The
benefits are based on years of service and the employee's compensation during
the highest five consecutive years of employment. Pension expense aggregated
$1,105, $917 and $659 for the years ended December 31, 1999, 1998 and 1997,
respectively. The plan is subject to the reporting and disclosure requirements
of the Employee Retirement and Income Security Act of 1974.


     The Company's employees also participate in a contributory defined
contribution plan sponsored by AEGON which is qualified under Section 401(k) of
the Internal Revenue Service Code. Employees of the Company who customarily
work at least 1,000 hours during each calendar year and meet the other
eligibility requirements are participants of the plan. Participants may elect
to contribute up to fifteen percent of their salary to the plan. The Company
will match an amount up to three percent of the participant's salary.
Participants may direct all of their contributions and plan balances to be
invested in a variety of investment options. The plan is subject to the
reporting and disclosure requirements of the Employee Retirement and Income
Security Act of 1974.

                                      136
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

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

                               DECEMBER 31, 1999


9. RETIREMENT AND COMPENSATION PLANS--(CONTINUED)
Pension expense related to this plan was $816, $632 and $448 for the years
ended December 31, 1999, 1998 and 1997, respectively.


     AEGON sponsors supplemental retirement plans to provide the Company's
senior management with benefits in excess of normal pension benefits. The plans
are noncontributory and benefits are based on years of service and the
employee's compensation level. The plans are unfunded and nonqualified under
the Internal Revenue Code. In addition, AEGON has established incentive
deferred compensation plans for certain key employees of the Company. AEGON
also sponsors an employee stock option plan for individuals employed at least
three years and a stock purchase plan for its producers, with the participating
affiliated companies establishing their own eligibility criteria, producer
contribution limits and company matching formula. These plans have been accrued
for or funded as deemed appropriate by management of AEGON and the Company.


     In addition to pension benefits, the Company participates in plans
sponsored by AEGON that provide postretirement medical, dental and life
insurance benefits to employees meeting certain eligibility requirements.
Portions of the medical and dental plans are contributory. The expenses of the
postretirement plans calculated on the pay-as-you-go basis are charged to
affiliates in accordance with an intercompany cost sharing arrangement. The
Company expensed $81, $157 and $99 for the years ended December 31, 1999, 1998
and 1997, respectively.


10. RELATED PARTY TRANSACTIONS


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


     The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1999,
1998 and 1997, the Company paid $16,905 $12,763 and $10,040, respectively, for
such services, which approximates their costs to the affiliates. The Company
provides office space, marketing and administrative services to certain
affiliates. During 1999, 1998 and 1997, the Company received $3,755, $5,125 and
$4,395, respectively, for such services, which approximates their cost.


     Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 5.06% at December 31, 1999. During 1999,
1998 and 1997, the Company paid net interest of $1,997, $1,090 and $364,
respectively, to affiliates.


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

                                      137
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


10. RELATED PARTY TRANSACTIONS--(CONTINUED)
     At December 31, 1999 and 1998, the Company had short-term note payables to
an affiliate of $17,100 and $44,200, respectively. Interest on these notes
ranged from 5.15% to 5.9% at December 31, 1999 and 5.13% to 5.54% at December
31, 1998.


     During 1998, the Company purchased life insurance policies covering the
lives of certain employees of the Company. Premiums of $43,500 were paid to an
affiliate for these policies. At December 31, 1999 and 1998, the cash surrender
value of these policies was $47,518 and $45,445, respectively.


11. COMMITMENTS AND CONTINGENCIES


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


     The Company is subject to insurance guaranty laws in the states in which
it writes business. These laws provide for assessments against insurance
companies for the benefit of policyholders and claimants in the event of
insolvency of other insurance companies. Assessments are charged to operations
when received by the Company except where right of offset against other taxes
paid is allowed by law; amounts available for future offsets are recorded as an
asset on the Company's balance sheet. The future obligation has been based on
the most recent information available from the National Organization of Life
and Health Insurance Guaranty Association. Potential future obligations for
unknown insolvencies are not determinable by the Company. The Company has
established a reserve of $3,498 and $3,489 and an offsetting premium tax
benefit of $837 and $828 at December 31, 1999 and 1998, respectively, for its
estimated share of future guaranty fund assessments related to several major
insurer insolvencies. The guaranty fund expense (credit) was $(20), $(74) and
$0 at December 31, 1999, 1998 and 1997, respectively.


12. RECONCILIATION OF CAPITAL AND SURPLUS AND NET INCOME


     The following table reconciles capital and surplus and net income as
reported in the 1998 Annual Statement filed with the Insurance Department of
the State of Ohio, to the amounts reported in the accompanying financial
statements:

                                      138
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


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


                               DECEMBER 31, 1999


12. RECONCILIATION OF CAPITAL AND SURPLUS AND NET INCOME--(CONTINUED)

<TABLE>
<CAPTION>
                                                                                  Year ended
                                                         December 31, 1998     December 31, 1998
                                                        -------------------   ------------------
                                                           Total Capital
                                                            and Surplus         Net Income/Loss
                                                        -------------------   ------------------
<S>                                                     <C>                   <C>
   Amounts reported in Annual Statement .............        $148,038              $    528
   Adjustment to federal income tax benefit .........          (4,458)               (4,458)
                                                             --------              --------
   Amounts reported herein ..........................        $143,580              $ (3,930)
                                                             ========              ========
</TABLE>


                                      139
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       SUMMARY OF INVESTMENTS OTHER THAN
                        INVESTMENTS IN RELATED PARTIES
                            (DOLLARS IN THOUSANDS)

                               DECEMBER 31, 1999



SCHEDULE I

<TABLE>
<CAPTION>
                                                                                            AMOUNT AT WHICH
                                                                                 FAIR        SHOWN IN THE
TYPE OF INVESTMENT                                               COST (1)        VALUE       BALANCE SHEET
- ------------------------------------------------------------   ------------   ----------   ----------------
<S>                                                            <C>            <C>          <C>
FIXED MATURITIES
Bonds:
 United States Government and government
   agencies and authorities ................................   $   5,827      $ 5,820          $   5,827
 States, municipalities and political subdivisions .........       7,110        7,275              7,110
 Public utilities ..........................................      13,134       12,895             13,134
 All other corporate bonds .................................      93,660       93,086             93,660
                                                               ---------      -------          ---------
Total fixed maturities .....................................     119,731      119,076            119,731
EQUITY SECURITIES
Common stocks:
 Affiliated entities .......................................         243        2,156              2,156
 Industrial, miscellaneous and all other ...................         302          358                358
                                                               ---------      -------          ---------
Total equity securities ....................................         545        2,514              2,514
Mortgage loans on real estate ..............................       9,698                           9,698
Real estate ................................................      45,144                          45,144
Policy loans ...............................................     182,975                         182,975
Cash and short-term investments ............................      23,932                          23,932
                                                               ---------                       ---------
Total investments ..........................................   $ 382,025                       $ 383,994
                                                               =========                       =========
</TABLE>

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


                                      140
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                      SUPPLEMENTARY INSURANCE INFORMATION
                            (DOLLARS IN THOUSANDS)


SCHEDULE III

<TABLE>
<CAPTION>
                                                                                             BENEFITS,
                                                                                              CLAIMS,
                                  FUTURE POLICY    POLICY AND                      NET      LOSSES AND      OTHER
                                   BENEFITS AND     CONTRACT       PREMIUM     INVESTMENT   SETTLEMENT    OPERATING
                                     EXPENSES     LIABILITIES      REVENUE       INCOME*     EXPENSES     EXPENSES*
                                 --------------- ------------- -------------- ------------ ------------ ------------
<S>                              <C>             <C>           <C>            <C>          <C>          <C>
YEAR ENDED DECEMBER 31, 1999
Individual life ................    $ 291,106       $  9,152    $   583,656     $ 10,754    $ 178,237    $ 261,284
Group life .....................       11,032            100          1,073          706        1,437          599
Annuity ........................      268,864             17      1,104,525       28,129      651,520      116,006
                                    ---------       --------    -----------     --------    ---------    ---------
                                    $ 571,002       $  9,269    $ 1,689,254     $ 39,589    $ 831,194    $ 377,889
                                    =========       ========    ===========     ========    =========    =========
YEAR ENDED DECEMBER 31, 1998
Individual life ................    $ 221,050       $  8,624    $   474,120     $  9,884    $ 122,542    $ 230,368
Group life .....................       10,546            100          1,933          723        1,962        2,281
Annuity ........................      265,418            509        794,841       25,708      545,532       91,505
                                    ---------       --------    -----------     --------    ---------    ---------
                                    $ 497,014       $  9,233    $ 1,270,894     $ 36,315    $ 670,036    $ 324,154
                                    =========       ========    ===========     ========    =========    =========
YEAR ENDED DECEMBER 31, 1997
Individual life ................    $ 177,088       $  9,533    $   390,452     $ 13,742    $  88,738    $ 176,303
Group life .....................        9,435            805          3,918          810        3,986        3,292
Annuity ........................      296,290            591        822,149       25,461      389,726       83,179
                                    ---------       --------    -----------     --------    ---------    ---------
                                    $ 482,813       $ 10,929    $ 1,216,519     $ 40,013    $ 482,450    $ 262,774
                                    =========       ========    ===========     ========    =========    =========
</TABLE>

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


                                      141
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                                  REINSURANCE
                            (DOLLARS IN THOUSANDS)


SCHEDULE IV

<TABLE>
<CAPTION>
                                                                   ASSUMED                    PERCENTAGE
                                                    CEDED TO         FROM                     OF AMOUNT
                                       GROSS          OTHER         OTHER           NET        ASSUMED
                                      AMOUNT        COMPANIES     COMPANIES       AMOUNT        TO NET
                                  -------------- -------------- ------------- -------------- -----------
<S>                               <C>            <C>            <C>           <C>            <C>
 YEAR ENDED DECEMBER 31, 1999
 Life insurance in force ........  $63,040,741    $11,297,250    $       --    $51,743,494    0.0%
                                   ===========    ===========    ==========    ===========    ===
 Premiums:
  Individual life ...............  $   604,628    $    20,972    $       --    $   583,656    0.0%
  Group life and health .........        1,383            310            --          1,073    0.0
  Annuity .......................    1,142,254         37,729            --      1,104,525    0.0
                                   -----------    -----------    ----------    -----------    ---
                                   $ 1,748,265    $    59,011    $       --    $ 1,689,254    0.0%
                                   ===========    ===========    ==========    ===========    ===
 YEAR ENDED DECEMBER 31, 1998
 Life insurance in force ........  $51,064,173    $ 9,862,460    $       --    $41,201,713    0.0%
                                   ===========    ===========    ==========    ===========    ===
 Premiums:
  Individual life ...............  $   493,633    $    19,512    $       --    $   474,121    0.0%
  Group life and health .........        1,691            220           461          1,932   23.8
  Annuity .......................      850,428         55,587            --        794,841    0.0
                                   -----------    -----------    ----------    -----------   ----
                                   $ 1,345,752    $    75,319    $      461    $ 1,270,894    .03%
                                   ===========    ===========    ==========    ===========   ====
 YEAR ENDED DECEMBER 31, 1997
 Life insurance in force ........  $40,221,361    $ 6,776,447    $2,692,822    $36,137,736    7.5%
                                   ===========    ===========    ==========    ===========   ====
 Premiums:
  Individual life ...............  $   395,361    $     4,910    $       --    $   390,452    0.0%
  Group life and health .........        1,761            231         2,389          3,918   61.0
  Annuity .......................      822,149             --            --        822,149    0.0
                                   -----------    -----------    ----------    -----------   ----
                                   $ 1,219,271    $     5,141    $    2,389    $ 1,216,519    0.2%
                                   ===========    ===========    ==========    ===========   ====
</TABLE>

                                      142


<PAGE>

                                    PART II.
                                OTHER INFORMATION


                           UNDERTAKING TO FILE REPORTS

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

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

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

                    STATEMENT WITH RESPECT TO INDEMNIFICATION

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

                          OHIO GENERAL CORPORATION LAW


         SECTION 1701.13  AUTHORITY OF CORPORATION.

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


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

                                      II-1
<PAGE>

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

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

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

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

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

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

                  (c) By the shareholders;

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

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

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

                                      II-2
<PAGE>


                           (i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;

                           (ii) 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,


                                      II-3
<PAGE>


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


        (2) 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


                                      II-4
<PAGE>

corporation as authorized in this article. If a majority vote of a quorum of
disinterested directors so directs by resolution, said written undertaking need
not be submitted to the corporation. Such a determination that a written
undertaking need not be submitted to the corporation shall in no way affect the
entitlement of indemnification as authorized by this article.

        (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 146 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)   Sutherland Asbill & Brennan LLP
        (b)   Ernst & Young LLP
        (c)   PricewaterhouseCoopers LLP

The following exhibits:

1.     The following exhibits correspond to those required by paragraph A to the
       instructions as to exhibits in Form N-8B-2:

       A.     (1)   Resolution of the Board of Directors of Western Reserve
                    establishing the Series Account (1)
              (2)   Not Applicable
              (3)   Distribution of Policies:
                    (a)    Master Service and Distribution Compliance Agreement
                           (2)
                    (b)    Amendment to Master Service and Distribution
                           Compliance Agreement (8)
                    (c)    Form of Broker/Dealer Supervisory and Service
                           Agreement (8)
                    (d)    Principal Underwriting Agreement (8)
                    (e)    First Amendment to Principal Underwriting Agreement
                           (8)
              (4)   Not Applicable

              (5)   (a)    Specimen Flexible Premium Variable Life Insurance
                           Policy (7)
                    (b)    Terminal  Illness Accelerated Death Benefit Rider
                           (Form No. ACCDB-10/94) (9)
                    (c)    Primary Insured Rider (Form No. PIR10) (9)
                    (d)    Primary Insured Rider Plus (Form No. PIR11) (9)
                    (e)    Children's Insurance Rider (Form No. ULR3.01.05.84)
                           (9)
                    (f)    Other Insured Rider (Form No. ULR2.01.05.84) (9)
                    (g)    Disability Waiver Rider (Form No. ULB1.01.05.84) (9)
                    (h)    Disability Waiver and Income Rider (Form No.
                           ULB4.01.03.86) (9)
                    (i)    Accidental Death Benefit Rider (Form No.
                           ULB3.01.05.84) (9)



                                      II-6
<PAGE>


              (6)   (a)    Second Amended Articles of Incorporation of Western
                           Reserve (2)
                    (b)    Amended Code of Regulations (By-Laws) of Western
                           Reserve (2)
                    (c)    Certificate of First Amendment to the Second Amended
                           Articles of Incorporation of Western Reserve (10)
              (7)   Not Applicable
              (8)   (a)    Investment Advisory Agreement with the Fund (1)
                    (b)    Sub-Advisory Agreement (1)
                    (c)    Participation Agreement Among Variable Insurance
                           Products Fund, Fidelity Distributors Corporation and
                           Western Reserve Life Assurance Co. of Ohio dated
                           June 14, 1999 11/
                    (d)    Amendment No.1 dated March 15, 2000 to Participation
                           Agreement - Variable Insurance Products Fund 12/
                    (e)    Participation  Agreement Among Variable Insurance
                           Products Fund II, Fidelity Distributors  Corporation
                           and Western Reserve Life Assurance Co. of Ohio dated
                           June 14, 1997 11/
                    (f)    Amendment No.1 dated March 15, 2000 to Participation
                           Agreement - Variable Insurance Products Fund II 12/
                    (g)    Participation Agreement Among Variable Insurance
                           Products Fund III, Fidelity Distributors Corporation
                           and Western Reserve Life Assurance Co. of Ohio dated
                           June 14, 1999 11/
                    (h)    Amendment No.1 dated March 15, 2000 to Participation
                           Agreement - Variable Insurance Products Fund III 12/
              (9)   Not Applicable
              (10)  Application for Flexible Premium Variable Life Insurance
                    Policy (6)
              (11)  Memorandum describing issuance, transfer and redemption
                    procedures (7)


2.   See Exhibit 1.A.(3)

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

4.   No financial statement will be omitted from the Prospectus pursuant to
     Instruction 1(b) or (c) of Part I.

5.   Not Applicable

6.   Opinion and consent of Alan Yaeger as to actuarial matters pertaining to
     the securities being registered (7)

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

8.   Consent of Sutherland Asbill & Brennan LLP

9.   Consent of Ernst & Young LLP

10.  Consent of PricewaterhouseCoopers LLP

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

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

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

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

                                      II-7
<PAGE>

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

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

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

(6)  This exhibit was previously filed on Initial Registration Statement Form
     S-6 dated August 28, 1998 (File No. 333-62397) and is incorporated herein
     by reference.

(7)  This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form
     S-6 Registration Statement dated November 30, 1998 (File No. 333-62397) and
     is incorporated herein by reference.

(8)  This exhibit was previously filed on Post-Effective Amendment No. 4 to Form
     S-6 Registration Statement dated April 21, 1999 (File No. 333-23359) and is
     incorporated herein by reference.

(9)  This exhibit was previously filed on Post-Effective Amendment No. 1 to Form
     S-6 Registration Statement dated April 21, 1999 (File No. 333-62397) and is
     incorporated herein by reference.

(10) This exhibit was previously filed on Post-Effective Amendment No. 5 to Form
     S-6 Registration Statement dated April 19, 2000 (File No. 333-23359) and is
     incorporated herein by reference.

(11) This exhibit was previously filed on the Initial Registration Statement to
     Form S-6 dated September 23, 1999 (File No. 333-57681) and is incorporated
     herein by reference.

(12) This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form
     N-4 Registration Statement dated April 10, 2000 (File No. 333-93169) and is
     incorporated herein by reference.


                                      II-8
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant, WRL
Series Life Account, certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 2
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 19th day of
April, 2000.




(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
Senior Vice President, General Counsel            Chairman of the Board and
and Assistant Secretary                           Chief Executive Officer



        Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 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                                                April 19, 2000
- ----------------------------------
John R. Kenney, Chairman of the
Board and Chief Executive Officer


/s/ Allan J. Hamilton                                             April 19, 2000
- ----------------------------------
Allan J. Hamilton, Vice President,
Treasurer and Controller


/s/ Alan M. Yaeger                                                April 19, 2000
- ----------------------------------
Alan M. Yaeger, Executive Vice
President, Actuary and Chief
Financial Officer*
- ----------------------------------
*Principal Financial Officer


                                      II-9
<PAGE>


/s/ Jerome C. Vahl                                                April 19, 2000
- ----------------------------------
Jerome C. Vahl, Director
and President


/s/ James R. Walker                                               April 19, 2000
- ----------------------------------
James R. Walker, Director **/


/s/ Lyman H. Treadway                                             April 19, 2000
- ----------------------------------
Lyman H. Treadway, Director **/


/s/ Jack E. Zimmerman                                             April 19, 2000
- ----------------------------------
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
- -------                        ----------


8.                             Consent of Sutherland Asbill & Brennan LLP

9.                             Consent of Ernst & Young LLP

10.                            Consent of PricewaterhouseCoopers LLP



                                    Exhibit 8

                   Consent of Sutherland Asbill & Brennan LLP



<PAGE>

                                S.A.B. letterhead




                                 April 17, 2000



Board of Directors
Western Reserve Life Assurance Co. of Ohio
WRL Series Life Account
570 Carillon Parkway
St. Petersburg, Florida  33716

               RE:    WRL Series Life Account
                      WRL Freedom Elite
                      File No. 333-62397
                      ------------------


Gentlemen:

        We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectuses for the WRL Freedom Elite contained in
Post-Effective Amendment No. 2 to the Registration Statement on Form S-6 (File
No. 333-62397) of the WRL Series Life Account filed by Western Reserve Life
Assurance Co. of Ohio with the Securities and Exchange Commission. In giving
this consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.


                                                Very truly yours,

                                                SUTHERLAND ASBILL & BRENNAN LLP



                                                By: /s/ Stephen E. Roth
                                                   -----------------------------
                                                    Stephen E. Roth




                                    Exhibit 9

                          Consent of Ernst & Young LLP



<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS




We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 18, 2000, with respect to the statutory-basis
financial statements and schedules of Western Reserve Life Assurance Co. of Ohio
included in Post-Effective Amendment No. 2 to the Registration Statement (Form
S-6 No. 333-62397) and related Prospectus of WRL Series Life Account.


                                                               ERNST & YOUNG LLP



Des Moines, Iowa
April 17, 2000



                                   Exhibit 10

                      Consent of PricewaterhouseCoopers LLP


<PAGE>

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We hereby consent to the use in this Registration Statement on Form S-6 of our
report dated February 16, 2000, relating to the financial statements and
financial highlights of the sub-accounts constituting the WRL Series Life
Account, which appear in such Registration Statement. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.


PRICEWATERHOUSECOOPERS LLP


Tampa, Florida
April 17, 2000



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