WRL SERIES ANNUITY ACCOUNT, 485APOS, 1996-02-28

WRL SERIES ANNUITY ACCOUNT
485APOS, 1996-02-28

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<PAGE> 1

As filed with the Securities and Exchange Commission on February 28, 1996.
Registration No. 33-49550

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. ( )
---
POST-EFFECTIVE AMENDMENT NO. 5 (X)
---
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
AMENDMENT NO. 31 (X)
----
(Check appropriate box or boxes)

WRL SERIES ANNUITY ACCOUNT
(Exact Name of Registrant)

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
(Name of Depositor)
201 Highland Avenue
Largo, Florida 34640
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code:
(813) 585-6565

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

Thomas E. Pierpan, Esq.
Vice President and Counsel
Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, Florida 34640
(Name and Address of Agent for Service)

Copy to:

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

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

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

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

on DATE , pursuant to paragraph (b) of Rule 485
---- --------------

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

X on May 1, 1996 , pursuant to paragraph (a) of Rule 485
---- --------------

The Registrant has chosen to register an indefinite number of
securities in accordance with Rule 24f-2. The Rule 24f-2 Notice for
Registrant's most recent fiscal year was filed on February , 1996.
--
<PAGE> 2

WRL SERIES ANNUITY ACCOUNT
POST-EFFECTIVE AMENDMENT NO. 5 TO
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ON FORM N-4

Cross Reference Sheet
Showing Location in Prospectus
and Statement of Additional Information
As Required by Form N-4

<TABLE>
<CAPTION>
FORM N-4 ITEM PROSPECTUS CAPTION
------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page

2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . Definitions of Special Terms

3. Synopsis or Highlights . . . . . . . . . . . . . . . . . . . . . Summary

4. Condensed Financial
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . Condensed Financial Information

5. General Description of
Registrant, Depositor,
and Portfolio Companies . . . . . . . . . . . . . . . . . . . . . Western Reserve, the Series Account,
and the Fund; Voting Rights

6. Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . Charges and Deductions;
Distribution of the Contracts

7. General Description of
Variable Annuity Contracts . . . . . . . . . . . . . . . . . . . Western Reserve, the Series
Account, and the Fund; The
Contract; Statement of
Additional Information

8. Annuity Period . . . . . . . . . . . . . . . . . . . . . . . . . The Contract - Annuity
Provisions

9. Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . The Contract - Accumulation
Provisions - Death Benefits
during the Accumulation Period; The
Contract - Annuity Provisions -
Death Benefits after the Maturity
Date

10. Purchases and Contract
Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Contract - Accumulation
Provisions - Purchase Payments, Net
Purchase Payments, Accumulation Unit
Value; Distribution of the Contracts
</TABLE>

(i)

<PAGE> 3

<TABLE>
<CAPTION>
FORM N-4 ITEM PROSPECTUS CAPTION
------------- ------------------
<S> <C>
11. Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . The Contract - Accumulation
Provisions - Partial Withdrawals and
Surrenders; Other Matters Relating
to the Contract - Right to Examine
Contract

12. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal Tax Matters

13. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings

14. Table of Contents of the
Statement of Additional
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . Statement of Additional
Information

STATEMENT OF ADDITIONAL
FORM N-4 ITEM INFORMATION CAPTION
------------- -------------------

15. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page

16. Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . Table of Contents

17. General Information and
History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

18. Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . Custodian; Independent
Accountants

19. Purchase of Securities Being
Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Addition, Deletion, and
Substitution of Investments

20. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . Distribution of Contracts

21. Calculation of Performance
Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Calculation of Performance
Related Information

22. Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

23. Financial Statements . . . . . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>

(ii)
<PAGE> 4

PART A

INFORMATION REQUIRED IN A PROSPECTUS

<PAGE> 5

<TABLE>
<S> <C>
WRL PROSPECTUS
FREEDOM
BELLWETHER(R) ISSUED BY
Flexible Payment WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
Variable Accumulation
Deferred Annuity 201 HIGHLAND AVENUE
Contract LARGO, FLORIDA 34640
(800) 851-9777
PROSPECTUS DATED (813) 585-6565
May 1, 1996 This Prospectus describes the WRL Freedom Bellwether(R) Variable Annuity
(the "Contract"), a tax deferred variable annuity contract issued by
Western Reserve Life Assurance Co. of Ohio ("Western Reserve").
The Contract provides for accumulation of Contract values on a variable
basis, a fixed basis, or a combination of both. The Contract also provides
for the payment of periodic annuity payments on a variable basis or a fixed
basis. If the variable basis is chosen, Contract values will be held in the
WRL Series Annuity Account (the "Series Account") and will vary according
to the investment performance of the underlying investment portfolios of
the WRL Series Fund, Inc. (the "Fund"). If the fixed basis is chosen,
Contract values will be allocated to the Fixed Account and earn interest at
no less than the minimum guaranteed rate.
There are currently fourteen Sub-Accounts of the Series Account (in
addition to the Fixed Account) available through this Contract during the
Accumulation Period and after the Maturity Date. Each Sub-Account invests
in one investment portfolio of the Fund and Net Purchase Payments will be
allocated to one or more of these Sub- Accounts or the Fixed Account as
directed by the Owner. These fourteen investment portfolios of the Fund
are: the Aggressive Growth Portfolio, Emerging Growth Portfolio, Growth
Portfolio, Global Portfolio, Balanced Portfolio, Equity-Income Portfolio,
Bond Portfolio, Short-to-Intermediate Government Portfolio, Utility
Portfolio, Money Market Portfolio, Tactical Asset Allocation Portfolio,
Value Equity Portfolio, C.A.S.E. Growth Portfolio and Meridan/INVESCO
Global Sector Portfolio.
This Prospectus sets forth information about the Contract that a
prospective investor should know before investing. Additional information
about the Series Account has been filed with the Securities and Exchange
Commission in a Statement of Additional Information, dated May 1, 1996,
which is incorporated herein by reference. The Statement of Additional
Information is available upon written or oral request and without charge
from Western Reserve, P.O. Box 9051, Clearwater, FL 34618-9051; telephone
number (800) 851-9777. The table of contents for the Statement of
Additional Information appears on pages 27-28 of this Prospectus.
THE CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED
BY, A BANK OR DEPOSITORY INSTITUTION, AND THE CONTRACT IS NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD, OR ANY OTHER AGENCY, AND INVOLVES INVESTMENT RISK, INCLUDING
POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY CURRENT PROSPECTUSES FOR
THE WRL SERIES FUND, INC. CERTAIN PORTFOLIOS MAY NOT BE AVAILABLE IN ALL
STATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESPERSON OR
OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON.
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
</TABLE>

<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
DEFINITIONS OF SPECIAL TERMS.......................................................................... 1
SUMMARY............................................................................................... 3
CONDENSED FINANCIAL INFORMATION....................................................................... 6
CALCULATION OF YIELDS AND TOTAL RETURNS............................................................... 6
OTHER PERFORMANCE DATA................................................................................ 7
PUBLISHED RATINGS..................................................................................... 9
WESTERN RESERVE, THE SERIES ACCOUNT, AND THE FUND..................................................... 9
- Western Reserve Life Assurance Co. of Ohio..................................................... 9
- WRL Series Annuity Account..................................................................... 9
- WRL Series Fund, Inc. ......................................................................... 9
CHARGES AND DEDUCTIONS................................................................................ 11
- No Sales Charge................................................................................ 11
- Transfer Charge................................................................................ 11
- Mortality and Expense Risk Charge.............................................................. 12
- Annual Contract Charge......................................................................... 12
- Administrative Charge.......................................................................... 12
- Premium Taxes.................................................................................. 12
- Deductions for Other Taxes..................................................................... 12
- Expenses of the Fund........................................................................... 12
THE CONTRACT.......................................................................................... 12
ACCUMULATION PROVISIONS.......................................................................... 12
- Purchase Payments.............................................................................. 13
- Net Purchase Payments.......................................................................... 13
- Accumulation Unit Value........................................................................ 14
- Experience Factor.............................................................................. 14
- Computing Sub-Account Value.................................................................... 14
- Transfers to and from, and among Allocation Options............................................ 14
- Dollar Cost Averaging.......................................................................... 15
- Asset Rebalancing Program...................................................................... 15
- Partial Withdrawals and Surrenders............................................................. 16
- Contract Loans For 401(a), 401(k), and 403(b) Contracts........................................ 17
- Death Benefits during the Accumulation Period.................................................. 18
ANNUITY PROVISIONS............................................................................... 19
- Maturity Date and Selection of Annuity Options................................................. 19
- Fixed Account Annuity Options.................................................................. 20
- Series Account Annuity Options................................................................. 20
- Death Benefits after the Maturity Date......................................................... 20
- Improved Annuity Rates......................................................................... 21
- Proof of Age, Sex, and Survival................................................................ 21
OTHER MATTERS RELATING TO THE CONTRACT................................................................ 21
- Changes in Purchase Payments................................................................... 21
- Right To Examine Contract...................................................................... 21
- Contract Payments.............................................................................. 21
- Ownership...................................................................................... 21
- Annuitant...................................................................................... 22
- Beneficiary.................................................................................... 22
- Modification or Waiver......................................................................... 22
FEDERAL TAX MATTERS................................................................................... 22
- Introduction................................................................................... 22
- Company Tax Status............................................................................. 22
- Taxation of Annuities.......................................................................... 22
- Qualified Plans................................................................................ 24
- Additional Considerations...................................................................... 25
THE FIXED ACCOUNT..................................................................................... 26
- Minimum Guaranteed and Current Interest Rates.................................................. 26
- Fixed Account Value............................................................................ 27
- Allocations, Transfers and Partial Withdrawals................................................. 27
DISTRIBUTION OF THE CONTRACTS......................................................................... 27
VOTING RIGHTS......................................................................................... 27
LEGAL PROCEEDINGS..................................................................................... 28
STATEMENT OF ADDITIONAL INFORMATION................................................................... 28
</TABLE>

(i)
<PAGE> 7

DEFINITIONS OF SPECIAL TERMS

<TABLE>
<S> <C>
ACCUMULATION PERIOD The period between the Contract Date and the Maturity Date while the Contract is
In Force.
ACCUMULATION UNIT VALUE An accounting unit of measure used to calculate Sub-Account values during the
Accumulation Period.
ADMINISTRATIVE OFFICE Western Reserve's administrative office for variable annuity products, the address
of which is P.O. Box 5068, Clearwater, Florida 34618-5068. Telephone number:
1-800-851-9777; Fax number: 1-800-572-0159.
ALLOCATION OPTIONS The Fixed Account and the Sub-Accounts of the Series Account.
ANNUITANT The person named in the application, or as subsequently changed, to receive
annuity payments. The Annuitant may be changed as provided in the Contract's death
benefit provisions and annuity provisions.
ANNUITY PROCEEDS The amount applied to purchase periodic annuity payments. Such amount is the
Annuity Value on the Maturity Date, less any applicable premium tax.
ANNUITY VALUE The sum of the Series Account Value and the Fixed Account Value.
ANNUITY UNIT VALUE An accounting unit of measure used to calculate annuity payments from certain Sub-
Accounts after the Maturity Date.
ANNIVERSARY The same day and month as the Contract Date for each succeeding year the Contract
remains in force.
ATTAINED AGE The Issue Age plus the number of completed Contract Years.
BENEFICIARY The person(s) entitled to receive the death benefit proceeds under the Contract.
CASH VALUE The Annuity Value less any applicable premium taxes and any Withdrawal Charge.
CODE The Internal Revenue Code of 1986, as amended.
CONTINGENT BENEFICIARY The person named in the application, or subsequently designated, to become the new
Beneficiary upon the current Beneficiary's death.
CONTRACT DATE The later of the date on which the initial Purchase Payment is received and the
date that the properly completed application is received at Western Reserve's
Administrative Office.
CONTRACT YEAR A period of twelve consecutive months beginning on the Contract Date and any
Anniversary thereafter.
FIXED ACCOUNT An Allocation Option under the Contract, other than the Series Account, that
provides for accumulation of Net Purchase Payments, and options for annuity
payments on a fixed basis. For Contracts issued in the State of Washington, the
Fixed Account is used solely for Contract loans, and is not available for
allocation of Net Purchase Payments or transfers of Annuity Value from the
Sub-Accounts.
FIXED ACCOUNT VALUE During the Accumulation Period, a Contract's value allocated to the Fixed Account.
FUND WRL Series Fund, Inc.
IN FORCE Condition under which the Contract is active and the Owner is entitled to exercise
all rights under the Contract.
ISSUE AGE Refers to the age on the birthday nearest the Contract Date.
MATURITY DATE The date on which the Accumulation Period ends and annuity payments are to
commence.
NET PURCHASE PAYMENT The Purchase Payment less any applicable premium taxes.
NON-QUALIFIED CONTRACTS Contracts issued other than in connection with retirement plans. Non-Qualified
Contracts do not qualify for special Federal income tax treatment under the Code.
OWNER The person(s) entitled to exercise all rights under the Contract. The Annuitant is
the Owner unless the application states otherwise, or unless a change of ownership
is made at a later time.
PORTFOLIO A separate investment portfolio of the Fund.
</TABLE>

1
<PAGE> 8

DEFINITIONS OF SPECIAL TERMS (CONTINUED)

<TABLE>
<S> <C>
PURCHASE PAYMENTS Amounts paid by an Owner or on the Owner's behalf to Western Reserve as
consideration for the benefits provided by the Contract.
QUALIFIED CONTRACTS Contracts issued in connection with retirement plans that qualify for special
Federal income tax treatment under the Code.
SERIES ACCOUNT (OR
SEPARATE ACCOUNT) WRL Series Annuity Account, a separate investment account composed of several Sub-
Accounts established to receive and invest Net Purchase Payments not allocated to
the Fixed Account.
SERIES ACCOUNT VALUE During the Accumulation Period, the value in the Series Account allocable to a
Contract, which value is equal to the total of the values allocable to a Contract
in each of the Sub-Accounts during the Accumulation Period.
SUB-ACCOUNT A sub-division of the Series Account that invests exclusively in the shares of a
specified Portfolio and supports the Contracts. Sub-Accounts corresponding to each
applicable Portfolio hold assets under the Contract during the Accumulation
Period. Sub-Accounts corresponding to each applicable Portfolio will hold assets
after the Maturity Date if a Series Account annuity option is selected.
SURRENDER The termination of a Contract at the option of the Owner.
VALUATION DATE Each day on which the New York Stock Exchange is open for business.
VALUATION PERIOD The period commencing at the end of one Valuation Date and continuing to the end
of the next succeeding Valuation Date.
</TABLE>

2
<PAGE> 9

SUMMARY

This summary provides you with an overview of the tax deferred variable annuity
contract offered by Western Reserve and funded by the Series Account and the
Fixed Account.

THE CONTRACT

The Contract is a tax deferred variable annuity contract that may be purchased
by submitting a completed application to Western Reserve for its approval. The
Contract provides for accumulation of Annuity Values on a variable basis, a
fixed basis, or a combination of both. The Contract also provides for the
payment of periodic annuity payments on a variable basis or a fixed basis. (See
"THE CONTRACT--Accumulation Provisions" on page 12 and "--Annuity Provisions" on
page 19.) (For information about tax status, see "FEDERAL TAX MATTERS" on pages
22-25.)

RIGHT TO EXAMINE CONTRACT

If an Owner is not satisfied with the Contract, it may be cancelled by returning
it within ten days after receipt together with a written request for
cancellation. In such event, Western Reserve will pay the Owner an amount equal
to the sum of: (i) the Purchase Payments received; plus (or minus) (ii) the
accumulated gains (or losses), if any, in the Series Account for the Contract as
of the date Western Reserve receives the returned Contract. (In certain states,
Western Reserve will refund the Purchase Payments.) (See "OTHER MATTERS RELATING
TO THE CONTRACT--Right to Examine Contract" on page 20.)

THE FUND

The underlying variable investments for the Contract are shares of several of
the Portfolios of the Fund, namely: the Aggressive Growth Portfolio, Emerging
Growth Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio,
Equity-Income Portfolio, Bond Portfolio, Short-to-Intermediate Government
Portfolio, Utility Portfolio, Money Market Portfolio, Tactical Asset Allocation
Portfolio, Value Equity Portfolio, C.A.S.E. Growth Portfolio and
Meridian/INVESCO Global Sector Portfolio. Western Reserve reserves the right to
offer additional investment portfolios or other mutual funds with differing
investment objectives. (See "WESTERN RESERVE, THE SERIES ACCOUNT, AND THE
FUND--WRL Series Fund, Inc." on page 9.)

PURCHASE PAYMENTS

The Owner may make Purchase Payments at such frequency as the Owner elects. The
initial Purchase Payment generally must accompany the application, and must be
at least $25,000 unless Western Reserve consents to a smaller amount. Subsequent
Purchase Payments must be at least $50, unless Western Reserve consents to a
smaller amount. The maximum amount of Purchase Payments that may be made in any
Contract Year is $1,000,000, unless Western Reserve consents to a larger amount.
Western Reserve reserves the right to reject any Purchase Payment for any reason
permitted by law. (See "ACCUMULATION PROVISIONS--Purchase Payments" on page 12.)

PARTIAL WITHDRAWAL AND SURRENDER PRIVILEGE

A Contract may be surrendered or portions of the Cash Value may be partially
withdrawn at any time prior to the Maturity Date. The Cash Value may not,
however, be reduced by any partial withdrawal to less than $25,000. (See "THE
CONTRACT--Partial Withdrawals and Surrenders" on page 15.) For Qualified
Contracts issued under Code Section 403(b), certain restrictions will apply.
Moreover, a partial withdrawal or Surrender may have Federal income tax
consequences. (See "FEDERAL TAX MATTERS--Qualified Plans" on page 23.)

NO SALES CHARGE

No deductions for sales expenses are made from Purchase Payments or from
withdrawals or Surrenders. However, a penalty tax under Code Section 72(q) is
currently imposed on withdrawals or Surrenders from Non-Qualified Contracts if
such withdrawals or Surrenders are made prior to age 59 1/2 and other exceptions
do not apply. (See "FEDERAL TAX MATTERS" on pages 22-25.)

MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, Western Reserve
imposes a 1.25% per annum charge against all Annuity Value held in the Series
Account. (See "CHARGES AND DEDUCTIONS--Mortality and Expense Risk Charge" on
page 11.)

ANNUAL CONTRACT CHARGE

An Annual Contract Charge of $30 will be deducted annually on the Anniversary.
(See "CHARGES AND DEDUCTIONS--Annual Contract Charge" on page 12.)

ADMINISTRATIVE CHARGE

Western Reserve imposes a daily Administrative Charge equal to an annual rate of
0.15% against all Annuity Value held in the Series Account. (See "CHARGES AND
DEDUCTIONS--Administrative Charge" on page 12.)

PREMIUM TAXES

No deduction is made for premium taxes unless Western Reserve incurs a premium
tax under state law. Certain states impose premium taxes ranging up to 3.5% of
Purchase Payments. (See "CHARGES AND DEDUCTIONS--Premium Taxes" on page 12.)

CHARGES BY THE FUND

The Fund is subject to certain fees, charges and expenses. (See "WESTERN
RESERVE, THE SERIES ACCOUNT, AND THE FUND--WRL Series Fund, Inc." on page 9 and
the Prospectuses for the Portfolios.)

3
<PAGE> 10

SUMMARY OF CHARGES AND EXPENSES
The following illustrates the charges and deductions under the Contract during
the Accumulation Period, as well as the fees and expenses of the Fund.

<TABLE>
<S> <C>
OWNER TRANSACTION EXPENSES
Sales Load Imposed on Purchases............ None
Maximum Withdrawal Charge.................. None
Transfer Charge
On first 12 transfers each year........... None
On each transfer thereafter............... $10.00

ANNUAL CONTRACT CHARGE....................... $30.00 Per Contract
SEPARATE ACCOUNT ANNUAL EXPENSES (as a %
of average Series Account Value)
Mortality and Expense Risk Charge.......... 1.25%
Other Account Fees and Expenses
(See "Administrative Charge," page 15).... 0.15%
Total Separate Account Annual Expenses..... 1.40%
</TABLE>

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

Fund Annual Expenses* (as a % of Fund average net assets)

<TABLE>
<CAPTION>
MERIDIAN/
INVESCO
AGGRESSIVE EMERGING VALUE C.A.S.E. GLOBAL
GROWTH GROWTH GROWTH GLOBAL BALANCED EQUITY GROWTH SECTOR
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- -------- --------- --------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees.................... 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 1.10%
Other Expenses (after
reimbursement)................... 0.20% 0.12% 0.04% 0.21% 0.20% 0.20% 0.20% 0.20%
Total Fund Annual Expenses......... 1.00%... 0.92% 0.84% 1.01% 1.00% 1.00% 1.00% 1.30%
</TABLE>

<TABLE>
<CAPTION>
SHORT-TO- TACTICAL
INTERMEDIATE EQUITY- MONEY ASSET
BOND GOVERNMENT INCOME UTILITY MARKET ALLOCATION
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- ------------ --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Management Fees....................................... 0.50% 0.60% 0.80% 0.75% 0.50% 0.80%
Other Expenses (after reimbursement).................. 0.09% 0.21% 0.09% 0.25% 0.10% 0.20%
Total Fund Annual Expenses............................ 0.59% 0.81% 0.89% 1.00% 0.60% 1.00%
</TABLE>

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

* Because the Value Equity and Meridian/INVESCO Global Sector Portfolios
commenced operations on May 1, 1996, the percentages set forth as "Other
Expenses" and "Total Fund Annual Expenses" are estimates. Because the C.A.S.E.
Growth Portfolio commenced operations on May 1, 1995, the "Other Expenses" and
"Total Fund Annual Expenses" are annualized.

The purpose of the preceding Table is to assist the Owner in understanding the
various costs and expenses that an Owner will bear directly and indirectly. The
Table reflects charges and expenses of the Separate Account as well as the
Portfolios of the Fund for the fiscal year ended December 31, 1995, except that
the "Other Expenses" and "Total Fund Annual Expenses" for the Value Equity and
Meridian/INVESCO Global Sector Portfolios are estimates. Because the C.A.S.E.
Growth Portfolio commenced operations on May 1, 1995, the "Other Expenses" and
"Total Fund Annual Expenses" are annualized. Expenses of the Fund may be higher
or lower in the future. Certain states and other governmental entities may
impose a premium tax, which the Table does not include. For more information on
the charges described in this Table, see "CHARGES AND DEDUCTIONS" on pages 11-12
and the Fund Prospectuses which accompany this Prospectus.

In 1995, Western Reserve had undertaken to pay Fund expenses for each Portfolio
to the extent normal operating expenses of a Portfolio exceed a stated
percentage of the Portfolio's average daily net assets. In 1995, Western Reserve
reimbursed the C.A.S.E. Growth Portfolio in the amount of $23,832 and the
Utility Portfolio in the amount of $14,417. See each Portfolio's prospectus for
a description of the expense limitation applicable to that Portfolio.

4
<PAGE> 11

EXAMPLES
1. If you surrender or annuitize your Contract at the end of the applicable time
period:

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Aggressive Growth Sub-Account.................................. $ $ $ $
Emerging Growth Sub-Account....................................
Growth Sub-Account.............................................
Global Sub-Account.............................................
Balanced Sub-Account...........................................
Equity-Income Sub-Account......................................
Bond Sub-Account...............................................
Short-to-Intermediate Government Sub-Account...................
Utility Sub-Account............................................
Money Market Sub-Account.......................................
Tactical Asset Allocation Sub-Account..........................
Value Equity Sub-Account.......................................
C.A.S.E. Growth Sub-Account....................................
Meridian/INVESCO Global Sector Sub-Account.....................
</TABLE>

THE ABOVE EXAMPLES ASSUME THAT NO TRANSFER CHARGES HAVE BEEN ASSESSED. IN
ADDITION, THE EXAMPLES FACTOR IN THE $30 ANNUAL CONTRACT CHARGE BASED ON AN
AVERAGE SERIES ACCOUNT VALUE PER CONTRACT OF $ , WHICH TRANSLATES THAT
CHARGE INTO AN ASSUMED CHARGE AT AN ANNUAL RATE OF % OF THE SERIES
ACCOUNT VALUE.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND THE ACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER OR LESS
THAN THE ASSUMED AMOUNT.

DEATH BENEFIT

If the Annuitant is also the Owner or if the Owner is not a natural person, and
the Annuitant dies at any time before the Maturity Date, a death benefit will be
provided, unless certain elections have been made that would keep the Contract
In Force. After the Maturity Date, death benefits will be paid in accordance
with the annuity option then in effect. (See "ACCUMULATION PROVISIONS--Death
Benefits during the Accumulation Period" on page 18 and "ANNUITY
PROVISIONS--Death Benefits after the Maturity Date" on page 20.)

ANNUITY PAYMENT OPTIONS

Annuity payment options are available under the Contract for distribution of the
Annuity Proceeds after the Maturity Date. The Maturity Date may not be earlier
than the end of the fifth Contract Year and cannot be deferred beyond the
Annuitant reaching Attained Age 90. Subject to these limitations, the default
Maturity Date may be changed by the Owner, at any time prior to that date, by
delivering a written request to Western Reserve. (See "ANNUITY
PROVISIONS--Maturity Date and Selection of Annuity Options" on page 19.)

TRANSFERS

Prior to the Maturity Date, the Owner may transfer any or all of the Annuity
Value from a Sub-Account to the Fixed Account, from the Fixed Account to a
Sub-Account (subject to certain restrictions), or among the Sub-Accounts. (For
Contracts issued in the State of Washington, the Fixed Account is not available
for transfers of Annuity Value from the Sub-Accounts.) (See "THE
CONTRACT--ACCUMULATION PROVISIONS--Transfers to and from, and among Allocation
Options" on page 14.) Twelve transfers are permitted without charge in a
Contract Year. Each additional transfer will be subject to a transfer charge of
$10. This charge will not be increased. Certain restrictions apply to transfers
from the Fixed Account. Western Reserve may, at any time revoke or modify the
transfer privilege. (See "ACCUMULATION PROVISIONS--Transfers to and from, and
among Allocation Options" on page 14 and "THE FIXED ACCOUNT--Allocations,
Transfers and Partial Withdrawals" on page 26.)

FIXED ACCOUNT
Fixed Account Values will be held in the general account of Western Reserve and
earn interest at no less than the minimum guaranteed rate. The Fixed Account is
discussed

5
<PAGE> 12

in the section entitled "THE FIXED ACCOUNT" beginning on page 25.

CONDENSED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
28 DAY PERIOD ENDED DECEMBER 31, 1992
-----------------------------------------------------------
NUMBER OF
ACCUMULATION UNIT ACCUMULATION UNIT ACCUMULATION UNITS
VALUE AT BEGINNING VALUE AT END OUTSTANDING AT END
SUB-ACCOUNT OF PERIOD OF PERIOD OF PERIOD
- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Growth*............ $ 10.000 $10.240 10,000
Bond*.............. 10.000 10.140 10,000
Money Market*...... 10.000 10.010 10,000
Global*............ 10.000 10.151 25,000
Short-to-
Intermediate
Government*...... 10.000 10.035 85,000
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
-----------------------------------------------------------
NUMBER OF
ACCUMULATION UNIT ACCUMULATION UNIT ACCUMULATION UNITS
VALUE AT BEGINNING VALUE AT END OUTSTANDING AT END
SUB-ACCOUNT OF PERIOD OF PERIOD OF PERIOD
- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Growth............. $ 10.240 $10.500 1,026,230
Bond............... 10.140 11.330 226,139
Money Market....... 10.010 10.110 250,249
Global............. 10.151 13.520 284,919
Short-to-
Intermediate
Government....... 10.035 10.350 290,792
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM MARCH 1, 1993** TO DECEMBER 31, 1993
-----------------------------------------------------------
NUMBER OF
ACCUMULATION UNIT ACCUMULATION UNIT ACCUMULATION UNITS
VALUE AT BEGINNING VALUE AT END OUTSTANDING AT END
SUB-ACCOUNT OF PERIOD OF PERIOD OF PERIOD
- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Emerging
Growth........... $ 10.000 $12.350 185,360
Equity-Income...... 10.000 11.240 198,616
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
-----------------------------------------------------------
NUMBER OF
ACCUMULATION UNIT ACCUMULATION UNIT ACCUMULATION UNITS
VALUE AT BEGINNING VALUE AT END OUTSTANDING AT END
SUB-ACCOUNT OF PERIOD OF PERIOD OF PERIOD
- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Growth............. $ 10.500 $ 9.493 1,147,749
Bond............... 11.330 10.400 176,995
Money Market....... 10.110 10.319 390,348
Global............. 13.520 13.364 614,909
Short-to-
Intermediate
Government....... 10.350 10.161 232,937
Emerging Growth.... 12.350 11.286 292,691
Equity-Income...... 11.240 11.027 426,111
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM MARCH 1, 1994** TO DECEMBER 31, 1994
-----------------------------------------------------------
NUMBER OF
ACCUMULATION UNIT ACCUMULATION UNIT ACCUMULATION UNITS
VALUE AT BEGINNING VALUE AT END OUTSTANDING AT END
SUB-ACCOUNT OF PERIOD OF PERIOD OF PERIOD
- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Aggressive
Growth........... $ 10.000 $ 9.782 60,775
Balanced........... 10.000 9.339 59,580
Utility............ 10.000 9.453 15,890
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------
NUMBER OF
ACCUMULATION UNIT ACCUMULATION UNIT ACCUMULATION UNITS
VALUE AT BEGINNING VALUE AT END OUTSTANDING AT END
SUB-ACCOUNT OF PERIOD OF PERIOD OF PERIOD
- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Growth............. $ $ $
Bond...............
Money Market.......
Global.............
Short-to-
Intermediate
Government.......
Emerging Growth....
Equity-Income......
Aggressive
Growth...........
Balanced...........
Utility............
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM JANUARY 3, 1995** TO DECEMBER 31, 1995
-----------------------------------------------------------
NUMBER OF
ACCUMULATION UNIT ACCUMULATION UNIT ACCUMULATION UNITS
VALUE AT BEGINNING VALUE AT END OUTSTANDING AT END
SUB-ACCOUNT OF PERIOD OF PERIOD OF PERIOD
- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Tactical Asset
Allocation....... $ $ $
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM MAY 1, 1995** TO DECEMBER 31, 1995
-----------------------------------------------------------
NUMBER OF
ACCUMULATION UNIT ACCUMULATION UNIT ACCUMULATION UNITS
VALUE AT BEGINNING VALUE AT END OUTSTANDING AT END
SUB-ACCOUNT OF PERIOD OF PERIOD OF PERIOD
- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
C.A.S.E. Growth.... $ $ $
</TABLE>

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

* These Sub-Accounts commenced operations on February 24, 1989.

** Commencement of operations for these Sub-Accounts.

Because the Value Equity and Meridian INVESCO/Global Sector Sub-Accounts did not
commence operations until May 1, 1996, there is no condensed financial
information for these Sub-Accounts for the year ended December 31, 1995.

CALCULATION OF YIELDS AND TOTAL RETURNS
From time to time, Western Reserve may disclose in advertisements and sales
literature yields and total returns for the Sub-Accounts representing the
Accumulation Period under a Contract. In addition, Western Reserve may, on the
same basis, advertise the effective yield of the Money Market Sub-Account under
a Contract. THESE YIELDS AND TOTAL RETURNS ARE BASED ON THE SUB-ACCOUNTS'
HISTORICAL PERFORMANCE ONLY AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
For more detailed information about the performance data calculations described
below, see the Statement of Additional Information.

YIELD
The yield of the Money Market Sub-Account refers to the annualized income
produced by a hypothetical Series Account Value in the Money Market Sub-Account
under a Contract over a specified seven day period. The yield calculation
assumes that the same amount of income produced for that seven day period is
also produced for each seven day period over a fifty-two week period and is
shown as a percentage of the hypothetical Series Account

6
<PAGE> 13

Value. The effective yield is calculated similarly but, when annualized, the
income earned by the Series Account Value in the Money Market Sub-Account is
assumed to be reinvested. The effective yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment of income.
Based on the method of calculation described in the Statement of Additional
Information, for the seven-day period ended December 31, 1995, the current yield
and effective yield for the Money Market Sub-Account were as follows:

<TABLE>
<S> <C>
Current Yield = %
Effective Yield = %
</TABLE>

The yield of a Sub-Account other than the Money Market Sub-Account (the "other
Sub-Accounts"), refers to the income produced by a hypothetical Series Account
Value in the other Sub-Accounts under a Contract over a specified thirty day
period, expressed as a percentage rate of return for that period. The yield is
calculated by assuming that the income produced by the investment during that
thirty day period is produced each thirty day period over a twelve month period
and is shown as a percentage of the Series Account Value. Based on the method of
calculation described in the Statement of Additional Information, for the thirty
day period ended December 31, 1995, the yield for the following Sub-Accounts was
as follows:

<TABLE>
<S> <C>
Bond Sub-Account = %
Short-to-Intermediate Government
Sub-Account = %
</TABLE>

TOTAL RETURN

The total return of a Sub-Account for a Contract refers to return quotations
assuming a hypothetical Series Account Value in the Sub-Account has been held
for various periods of time including, but not limited to, a period measured
from the date the Sub-Account commenced operations. When a Sub-Account has been
in operation for one, five, and ten years, respectively, the total return for
these periods will be provided. The total return quotations for a hypothetical
Series Account Value will represent the average annual compounded rates of
return that would equate an initial Series Account Value of $1,000 under a
Contract to the redemption value of that investment as of the last day of each
of the periods for which total return quotations are provided. FOR PURPOSES OF
THE TOTAL RETURN QUOTATIONS, THE CALCULATIONS TAKE INTO ACCOUNT ALL FEES AND
CHARGES THAT ARE CHARGED TO ALL CONTRACTS DURING THE ACCUMULATION PERIOD. Such
fees and charges include the $30 Annual Contract Charge, calculated on the basis
of an average Series Account Value per Contract of $ , which converts that
charge to an annual rate of % of the Series Account Value. The calculations
also assume a complete surrender as of the end of the period illustrated. THE
CALCULATIONS DO NOT INCLUDE A DEDUCTION FOR ANY PREMIUM TAXES THAT MAY BE
APPLICABLE TO A PARTICULAR CONTRACT.

Based on the method of calculation described above and in more detail in the
Statement of Additional Information, the average annual total returns for
periods beginning with the commencement of each Sub-Account to December 31,
1995, were as follows:

<TABLE>
<CAPTION>
PERIOD THREE YEAR ONE YEAR
FROM PERIOD PERIOD
12/3/92* ENDED ENDED
SUB-ACCOUNT TO 12/31/95 12/31/95 12/31/95
- ---------------------------- ----------- ---------- ---------
<S> <C> <C> <C>
Growth...................... % % %
Bond........................ % % %
Money Market................ % % %
Global...................... % % %
Short-to-Intermediate
Government................ % % %
</TABLE>

<TABLE>
<CAPTION>
PERIOD ONE YEAR
FROM PERIOD
3/1/93* ENDED
SUB-ACCOUNT TO 12/31/95 12/31/95
- ---------------------------------------- ----------- ---------
<S> <C> <C>
Emerging Growth......................... % %
Equity-Income........................... % %
</TABLE>

<TABLE>
<CAPTION>
ONE YEAR
PERIOD FROM PERIOD ENDED
SUB-ACCOUNT 3/1/94* TO 12/31/95 12/31/95
- -------------------------------- ------------------- ------------
<S> <C> <C>
Aggressive Growth............... % %
Balanced........................ % %
Utility......................... % %
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM
1/3/95* TO
SUB-ACCOUNT 12/31/95
- ----------------------------------------------------- -----------
<S> <C>
Tactical Asset Allocation............................ %
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM
5/1/95* TO
SUB-ACCOUNT 12/31/95
- ----------------------------------------------------- -----------
<S> <C>
C.A.S.E. Growth...................................... %
</TABLE>

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

* Commencement of operations of the Sub-Account(s).

Because the Value Equity and Meridian/INVESCO Global Sector Sub-Accounts had not
yet commenced operations as of December 31, 1995, no performance information is
provided for these Sub-Accounts.

OTHER PERFORMANCE DATA
Western Reserve may from time to time disclose in advertisements and sales
literature average annual total return in non-standard formats and cumulative
total return for the Contracts.

Western Reserve may from time to time also disclose in advertisements and sales
literature yields and non-standard total returns for the Sub-Accounts (some of
which do not include Contract and Series Account fees and charges) including
such disclosure for periods prior to the date the Series Account commenced
operations.

7
<PAGE> 14

For periods prior to the date each Sub-Account commenced operations, performance
information will be calculated based on the performance of the Fund's
corresponding Portfolios and the assumption that the Sub-Accounts were in
existence for the same periods as those indicated for the corresponding Fund's
Portfolios, with a level of fees and charges approximately equal to those
currently assessed against the applicable Sub-Accounts or against Owners'
Contract values under the Contracts.

NON-STANDARD PERFORMANCE DATA WILL ONLY BE DISCLOSED IF THE STANDARD PERFORMANCE
DATA FOR THE REQUIRED PERIODS IS ALSO DISCLOSED.

Based on the method of calculation described above and in more detail in the
Statement of Additional Information, the average total returns of the Aggressive
Growth, Emerging Growth, Growth, Global, Balanced, Equity-Income, Bond,
Short-to-Intermediate Government, Utility, Money Market, Tactical Asset
Allocation and C.A.S.E. Growth Sub-Accounts for the periods ended December 31,
1995, were as follows:

<TABLE>
<CAPTION>
PERIOD FIVE YEAR THREE YEAR ONE YEAR
FROM PERIOD PERIOD PERIOD
10/2/86* ENDED ENDED ENDED
SUB-ACCOUNT TO 12/31/95** 12/31/95** 12/31/95** 12/31/95**
- ----------------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Growth........... % % % %
Bond............. % % % %
Money Market..... % % % %
</TABLE>

<TABLE>
<CAPTION>
PERIOD THREE YEAR ONE YEAR
FROM PERIOD PERIOD
12/3/92* ENDED ENDED
SUB-ACCOUNT TO 12/31/95 12/31/95 12/31/95
- -------------------------------- ----------- ---------- --------
<S> <C> <C> <C>
Global.......................... % % %
Short-to-Intermediate
Government.................... % % %
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM ONE YEAR
3/1/94* TO PERIOD ENDED
SUB-ACCOUNT 12/31/95 12/31/95
- --------------------------------- ------------------ ------------
<S> <C> <C>
Aggressive Growth................ % %
Balanced......................... % %
Utility.......................... % %
</TABLE>

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

* Commencement of operations of the Fund's Portfolio(s).

** For purposes of the calculation of the performance data for the Growth, Bond
and Money Market Sub-Accounts prior to December 3, 1992, the deductions for
the mortality and expense risk charge are made on a monthly basis, rather
than a daily basis. The monthly deduction is made at the beginning of each
month and generally approximates the performance which would have resulted if
the Sub-Accounts had actually been in existence since the inception of the
Portfolios.

Because the Value Equity and Meridian/INVESCO Global Sector Sub-Accounts did not
commence operations until May 1, 1996, no performance information is provided
for these Sub-Accounts.

Western Reserve may compare the performance of each Sub-Account in advertising
and sales literature to the performance of other variable annuity issuers in
general or to the performance of particular types of variable annuities
investing in mutual funds, or investment series of mutual funds with investment
objectives similar to each of the Sub-Accounts whose performance is reported by
Lipper Analytical Services, Inc. ("Lipper"), Variable Annuity Research & Data
Service ("VARDS") and Morningstar, Inc. ("Morningstar") or reported by other
services, companies, individuals or other industry or financial publications of
general interest, such as Forbes, Money, The Wall Street Journal, Business Week,
Barron's, Kiplinger's Personal Finance and Fortune. Lipper, VARDS and
Morningstar are independent services which monitor and rank the performance of
variable annuity issuers in each of the major categories of investment
objectives on an industry-wide basis.

Lipper's and Morningstar's rankings include variable life insurance issuers as
well as variable annuity issuers. VARDS rankings compare only variable annuity
issuers. The performance analysis prepared by Lipper, VARDS and Morningstar each
rank such issuers on the basis of total return, assuming reinvestment of
distributions, but do not take sales charges, redemption fees or certain expense
deductions at the separate account level into consideration. In addition, VARDS
prepares risk adjusted rankings, which consider the effects of market risk on
total return performance. This type of ranking provides data as to which funds
provide the highest total return within various categories of funds defined by
the degree of risk inherent in their investment objectives.

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

In addition, Western Reserve may, as appropriate, compare each Sub-Account's
performance to that of other types of investments such as certificates of
deposit, savings accounts and U.S. Treasuries, or to certain interest rate and
inflation indices, such as the Consumer Price Index, which

8
<PAGE> 15

is published by the U.S. Department of Labor and measures the average change in
prices over time of a fixed "market basket" of certain specified goods and
services. Similar comparisons of Sub-Account performance may also be made with
appropriate indices measuring the performance of a defined group of securities
widely recognized by investors as representing a particular segment of the
securities markets. For example, Sub-Account performance may be compared with
Donoghue Money Market Institutional Averages (money market rates), Lehman
Brothers Corporate Bond Index (corporate bond interest rates) or Lehman Brothers
Government Bond Index (long-term U.S. Government obligation interest rates).

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

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

Western Reserve was originally incorporated under the laws of Ohio on October 1,
1957. Western Reserve is engaged in the business of writing life insurance
policies and annuity contracts. Western Reserve is admitted to do business in 49
states and the District of Columbia. The Administrative Office of Western
Reserve is located in Largo, Florida; however, the mailing address is P.O. Box
9051, Clearwater, FL 34618-9051. Western Reserve is wholly-owned by First AUSA
Life Insurance Company ("First AUSA"), a stock life insurance company which is
wholly-owned by AEGON USA, Inc. ("AEGON"). AEGON is a financial services holding
company whose primary emphasis is on life and health insurance and annuity and
investment products. AEGON is a wholly-owned indirect subsidiary of AEGON nv, a
Netherlands corporation, which is a publicly traded international insurance
group.

WRL SERIES ANNUITY ACCOUNT
The Series Account was established by Western Reserve as a separate account and
a unit investment trust on April 12, 1988. The Series Account meets the
definition of a "separate account" under the Federal securities laws. The Series
Account will receive and invest Net Purchase Payments paid under the Contracts.
In addition, the Series Account may be used for other variable annuity contracts
issued by Western Reserve.

Although the assets of the Series Account belong to Western Reserve, Ohio
insurance law provides that the assets in the Series Account attributable to
variable annuity contracts are not chargeable with liabilities arising out of
any other business of Western Reserve. However, the assets of the Series Account
are available to cover the liabilities of the general asset account of Western
Reserve to the extent that the Series Account's assets exceed the liabilities
arising under variable annuity contracts supported by it.

The Series Account is currently divided into twenty-one Sub-Accounts, fourteen
of which are offered under this Contract. Each Sub-Account invests exclusively
in shares of a single Portfolio of the Fund. Income and both realized and
unrealized gains or losses from the assets of each Sub-Account are credited to
or charged against that Sub-Account without regard to income, gains or losses
from any other Sub-Account or arising out of any other business of Western
Reserve. Western Reserve may add, delete or substitute investments held by the
Sub-Accounts, and Western Reserve reserves the right to add or remove Sub-
Accounts. Western Reserve further reserves the right to change the investment
objective of any Sub-Account, subject to applicable law as described in the
Statement of Additional Information.

WRL SERIES FUND, INC.
The Series Account currently invests only in shares of the Fund, a series mutual
fund that is registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940, as amended (the "1940 Act") as an
open-end diversified management investment company.

The Fund currently has twenty-one Portfolios, fourteen of which are offered
under this Contract: Aggressive Growth Portfolio, Emerging Growth Portfolio,
Growth Portfolio, Global Portfolio, Balanced Portfolio, Equity-Income Portfolio,
Bond Portfolio, Short-to-Intermediate Government Portfolio, Utility Portfolio,
Money Market Portfolio, Tactical Asset Allocation Portfolio Value Equity
Portfolio, C.A.S.E. Growth Portfolio and Meridian/INVESCO Global Sector
Portfolio. The assets of each Portfolio are held separate from the assets of the
other Portfolios, and each Portfolio has different investment objectives and
policies. Thus, each Portfolio operates as a separate investment vehicle, and
the income or losses of one Portfolio are unrelated to that of any other
Portfolio.

9
<PAGE> 16

The investment objectives and policies of each Portfolio are summarized below.
There is no assurance that any Portfolio will achieve its stated objective. More
detailed information, including a description of risks, can be found in the
prospectuses for the Fund, which should be read carefully.

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

Emerging Growth Portfolio: This Portfolio seeks capital appreciation by
investing primarily in common stocks of small and medium sized companies.

Growth Portfolio: This Portfolio's objective is growth of capital.

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

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

Equity-Income Portfolio: This Portfolio seeks to provide current income,
long-term growth of income and capital appreciation by investing primarily in
common stocks, income producing securities convertible into common stocks, and
fixed-income securities.

Bond Portfolio: This Portfolio seeks the highest possible current income within
the confines of the primary goal of insuring the protection of capital by
investing in debt securities issued by the U.S. Government and its agencies and
in medium to high-quality corporate debt securities.

Short-to-Intermediate Government Portfolio: This Portfolio seeks as high a
level of current income as is consistent with preservation of capital, primarily
through investments in U.S. Government securities, including repurchase
agreements with respect to U.S. Government securities.

Utility Portfolio: This Portfolio's objective is to achieve high current income
and moderate capital appreciation by investing primarily in a professionally
managed and diversified portfolio of equity and debt securities of utility
companies.

Money Market Portfolio: This Portfolio's objective is to obtain maximum current
income consistent with preservation of principal and maintenance of liquidity.

Tactical Asset Allocation Portfolio: This Portfolio seeks preservation of
capital and competitive investment returns by investing primarily in stocks,
United States Treasury bonds, notes and bills, and money market funds.

Value Equity Portfolio: This Portfolio's objective is to achieve maximum,
consistent total return with minimum risk to principal.

C.A.S.E. Growth Portfolio: This Portfolio's objective is capital growth through
investments in small- to medium-sized companies.

Meridian/INVESCO Global Sector Portfolio: This Portfolio's objective is growth
of capital by following an asset allocation strategy that shifts among a wide
range of asset categories and within them, market sectors.

Western Reserve serves as investment adviser to the Fund and manages its assets
in accordance with policies, programs and guidelines established by the Board of
Directors of the Fund.

Janus Capital Corporation ("Janus") serves as sub-adviser to the Growth, Bond,
and Global Portfolios of the Fund. Janus, located at 100 Fillmore Street, Suite
300, Denver, Colorado 80206, has been engaged in the management of the Janus
funds since 1969.

AEGON USA Investment Management, Inc. ("AEGON Management") is sub-adviser to the
Short-to-Intermediate Government and Balanced Portfolios of the Fund. AEGON
Management, located at 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499, is a
wholly-owned subsidiary of AEGON and thus is an affiliate of Western Reserve.

Van Kampen American Capital Asset Management, Inc. ("Van Kampen American
Capital") is sub-adviser to the Emerging Growth Portfolio of the Fund. Van
Kampen American Capital, located at 2800 Post Oak Blvd., Houston, Texas 77056,
is a wholly-owned subsidiary of Van Kampen American Capital, Inc., which is a
wholly-owned subsidiary of Van Kampen American Capital Holding, Inc.

Luther King Capital Management Corporation ("Luther King"), located at 301
Commerce Street, Suite 1600, Fort Worth, Texas 76102, is sub-adviser to the
Equity-Income Portfolio of the Fund. Ultimate control of Luther King is
exercised by J. Luther King, Jr.

Federated Investment Counseling ("Federated") is sub-adviser to the Utility
Portfolio of the Fund. Federated, located at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779, is a Delaware business trust organized on
April 11, 1989 and is a registered investment adviser under the Investment
Advisers Act of 1940. It is a subsidiary of Federated Investors.

Fred Alger Management, Inc. ("Fred Alger") is sub-adviser to the Aggressive
Growth Portfolio of the Fund. Fred Alger, located at 75 Maiden Lane, New York,
NY 10038, is a wholly-owned subsidiary of Fred Alger & Company, Incorporated,
which in turn is a wholly-owned subsidiary of Alger Associates, Inc., a
financial services holding company controlled by Fred M. Alger.

10
<PAGE> 17

Dean Investment Associates, a Division of C.H. Dean and Associates, Inc.
("Dean") is sub-adviser to the Tactical Asset Allocation Portfolio of the Fund.
Dean, located at 2480 Kettering Tower, Dayton, Ohio 45423-2480, is a registered
investment adviser with the Securities and Exchange Commission. Dean is
wholly-owned by C.H. Dean and Associates, Inc.

NWQ Investment Management Company, Inc. ("NWQ Investment") is sub-adviser to the
Value Equity Portfolio of the Fund. NWQ Investment, located at 655 South Hope
Street, 11th Floor, Los Angeles, California 90017, is a wholly-owned subsidiary
of United Asset Management Corporation.

C.A.S.E. Management, Inc. ("C.A.S.E. Management") is sub-adviser to the C.A.S.E.
Growth Portfolio of the Fund. C.A.S.E. Management, located at 2255 Glades Road,
Suite 221-A, Boca Raton, Florida 33431, is a registered investment advisory firm
and a wholly-owned subsidiary of C.A.S.E. Inc. C.A.S.E. Inc. is indirectly
controlled by William Edward Lange, president and chief executive officer of
C.A.S.E. Management.

Meridian Investment Management Corporation ("Meridian") and INVESCO Global Asset
Management Limited ("INVESCO") serve as co-sub-advisers to the Meridian/INVESCO
Global Sector Portfolio of the Fund. Meridian, located at 12835 East Arapahoe
Road, Tower II, 7th Floor, Englewood, Colorado 80112, is a wholly-owned
subsidiary of Meridian Management & Research Corporation. INVESCO, located at
Rosebank, 12 Bermudiana Road, Hamilton, Bermuda HM11, is an indirect
wholly-owned subsidiary of INVESCO PLC.

J.P. Morgan Investment Management Inc. ("J.P. Morgan") is sub-adviser to the
Money Market Portfolio of the Fund. J.P. Morgan, located at 522 Fifth Avenue,
New York, New York 10036, is a wholly-owned subsidiary of J.P. Morgan & Co.
Incorporated.

Shares of other portfolios of the Fund are sold through different variable
annuity contracts offered through the Series Account. In addition to the Series
Account, shares of certain portfolios of the Fund are sold to the WRL Series
Life Account, a separate account established by Western Reserve for its variable
life insurance policies, the PFL Endeavor Variable Annuity Account, a separate
account of PFL Life Insurance Company, the AUSA Endeavor Variable Annuity
Account, a separate account of AUSA Life Insurance Company Inc., and to the AUSA
Series Life Account, a separate account of AUSA Life Insurance Company, Inc.,
all affiliates of Western Reserve. Shares of the Fund may in the future be sold
to other separate accounts, including separate accounts established for variable
life insurance policies or variable annuity contracts issued by Western Reserve
or its affiliates. It is conceivable that, in the future, it may become
disadvantageous for variable life insurance separate accounts and variable
annuity separate accounts to invest in the Fund simultaneously. Although neither
Western Reserve nor the Fund currently foresees any such disadvantages, either
to variable life insurance policyowners or to variable annuity contract owners,
the Fund's Board of Directors intends to monitor events in order to identify any
material conflicts between the interests of such variable life insurance
policyowners and variable annuity contract owners and to determine what action,
if any, it should take. Such action could include the sale of Fund shares by one
or more of the separate accounts, which could have adverse consequences.
Material conflicts could result from, for example, (1) changes in state
insurance laws, (2) changes in Federal income tax laws, or (3) differences in
voting instructions between those given by variable life insurance policyowners
and those given by variable annuity contract owners. If the Board of Directors
were to conclude that separate funds should be established for variable life and
variable annuity separate accounts, Western Reserve will bear the attendant
expenses, but variable life insurance policyowners and variable annuity contract
owners would no longer have the economies of scale resulting from a larger
combined fund.

CHARGES AND DEDUCTIONS
Certain charges will be deducted in connection with the Contracts to compensate
Western Reserve for (1) administering the Contracts; (2) assuming certain risks
in connection with the Contracts; and (3) incurring expenses in distributing the
Contracts. The nature and amount of these charges are described more fully
below.

NO SALES CHARGE

No deductions for sales expenses are made from Purchase Payments or from
withdrawals or Surrenders. However, any Surrender or partial withdrawal may be
subject to tax, and the Owner should, therefore, consult with his or her tax
adviser before requesting any Surrender or partial withdrawal. (See "FEDERAL TAX
MATTERS--Taxation of Annuities" on page 22 and "--Qualified Plans" on page 23.)

Western Reserve will cover certain sales expenses it Advances, including the
cost of printing prospectuses and sales literature and any advertising costs,
from its general account assets, which may include profits from the Mortality
and Expense Risk Charge, described below.

TRANSFER CHARGE

After twelve free transfers of Annuity Value among the Sub-Accounts each
Contract Year, each additional transfer will be subject to a Transfer Charge of
$10, which will be deducted from the amount transferred to compensate Western
Reserve for the costs of the transfer. All transfers made on any one day will be
considered a single transfer, with any transfer charge allocated equally. The
Transfer Charge will not be increased. Western Reserve does not anticipate
making a profit from this charge. Western

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<PAGE> 18

Reserve may, at any time, revoke or modify this transfer privilege.

MORTALITY AND EXPENSE RISK CHARGE

Western Reserve will deduct a daily Mortality and Expense Risk Charge from the
Series Account at an annual rate of 1.25% of the average daily net assets of the
Series Account. Western Reserve assumes two mortality risks: (1) that the
annuity rates under the Contracts cannot be changed to the detriment of Owners
even if Annuitants live longer than projected; and (2) Western Reserve may be
obligated to pay a death benefit claim in excess of a Contract's Cash Value.
(See "ANNUITY PROVISIONS-- Improved Annuity Rates" on page 20 and "ACCUMULATION
PROVISIONS--Death Benefits during the Accumulation Period" on page 18.) Western
Reserve also assumes an expense risk through its guarantee not to increase the
charges for issuing and administering the Contracts and the Series Account,
regardless of its actual expenses.

If the Mortality and Expense Risk Charge is insufficient to cover actual costs,
the loss will be borne by Western Reserve; conversely, if the amount deducted
proves more than sufficient, the excess will be a profit to Western Reserve.
This charge is deducted from the Series Account both during the Accumulation
Period and after the Maturity Date. The Mortality and Expense Risk Charge will
not be assessed against either the Fixed Account Value or monies that have been
applied to purchase a Fixed Account annuity option.

ANNUAL CONTRACT CHARGE

On each Anniversary through the Maturity Date, Western Reserve will deduct an
Annual Contract Charge of $30 as partial compensation for the cost of providing
administrative services under the Contracts. The Annual Contract Charge is
deducted from each Sub-Account and the Fixed Account in proportion to the value
each bears to the Annuity Value. If the Annuity Value is Surrendered other than
on an Anniversary, a full $30 fee will be deducted.

Western Reserve does not expect to earn a profit on the Annual Contract Charge.
Therefore, Western Reserve may reduce the amount of the Annual Contract Charge
when sales of Contracts are made to a group of employees of the same employer,
employer group or similar group under an arrangement which results in a savings
in administrative service expenses. Even if administrative expenses of the
Account increase, Western Reserve guarantees that it will not increase the
amount of the Annual Contract Charge.

ADMINISTRATIVE CHARGE

Western Reserve deducts a daily Administrative Charge from values remaining in
the Series Account at an annual rate of 0.15% of the average daily net assets of
the Series Account for the cost of providing administrative services under the
Contracts and the Account. This charge is deducted from the Series Account both
during the Accumulation Period and after the Maturity Date.

Western Reserve does not expect to earn a profit on the Administrative Charge.
Therefore, Western Reserve may reduce the amount of the Administrative Charge
when sales of Contracts are made to a group of employees of the same employer,
including directors, officers and full-time employees of Western Reserve and its
affiliates, employer group or similar party pursuant to a retirement plan or
similar arrangement under which Contracts are sold to a group of individuals and
such program results in a savings of expenses. The amount of the reduction will
depend on factors such as the size of the group, total purchase payments, and
other relevant factors that might tend to reduce expenses incurred in connection
with such sales. Even if administrative expenses of the Contract and the Account
increase, Western Reserve guarantees that it will not increase the amount of the
Administrative Charge.

PREMIUM TAXES

Certain states and other governmental entities may impose a premium tax, ranging
up to 3.5% of Purchase Payments. If applicable, and if Western Reserve has
incurred or reasonably expects to incur expenses in respect of premium taxes,
the tax will be deducted, either from the Purchase Payment when received, from
amounts partially withdrawn or surrendered, from death benefit proceeds, or from
the amount applied to effect an annuity at the time annuity payments commence.
Western Reserve will deduct any applicable premium taxes when it incurs them,
but reserves the right to defer deduction to a later date as long as such
deferral is equitable to Owners.

Premium tax rates are subject to change by the respective state legislatures,
administrative interpretations, or judicial acts. The amount of any such tax
will depend on, among other things, the Owner's state of residence, the status
of Western Reserve in that state, and the insurance tax laws of such state.

DEDUCTIONS FOR OTHER TAXES

Currently no charge is made to the Series Account for Federal income taxes
attributable to the Series Account. Western Reserve may, however, make such a
charge in the future subject to obtaining any necessary regulatory approvals.
Charges for any other applicable taxes including any tax or other economic
burden resulting from the application of tax laws that Western Reserve
determines to be properly attributable to the Account may also be made. (See
"FEDERAL TAX MATTERS--Company Tax Status" on page 22.)

EXPENSES OF THE FUND

Because the Series Account purchases shares of the Fund, the net assets of the
Series Account will reflect the investment advisory fee and other expenses
incurred by the Fund, as described in the Portfolios' Prospectuses.

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<PAGE> 19

THE CONTRACT
ACCUMULATION PROVISIONS

PURCHASE PAYMENTS
Owners may make Purchase Payments as frequently as they elect. Purchase Payments
after the initial Purchase Payment are payable at Western Reserve's
Administrative Office. The initial Purchase Payment generally must accompany the
application, and must be at least $25,000 unless Western Reserve consents to a
smaller amount. Subsequent Purchase Payments are not required but may be made at
any time and in any amount provided that each payment is for a minimum of $50,
unless Western Reserve consents to a smaller amount and further provided that
total Purchase Payments in any Contract Year do not exceed $1,000,000, unless
Western Reserve consents to a larger amount.

As an accommodation to Owners, Western Reserve will accept transmittal of both
initial and subsequent Purchase Payments of at least $1,000 by wire transfer.
For initial Purchase Payments, the wire transfer must be accompanied by a
simultaneous telephone facsimile transmission of an application ("FAXED
Application"). Initial Purchase Payments accepted via wire transfer with FAXED
Application will be invested at the value next determined following receipt.
Initial Purchase Payments made by wire transfer not accompanied by simultaneous
FAXED Application, or accompanied by an incomplete FAXED Application, will be
retained for a period up to five business days while Western Reserve attempts to
obtain the FAXED Application or complete the essential information required to
establish the Contract and allocate the initial Purchase Payment at the
Accumulation Unit Value which will be determined after receipt of the FAXED
Application or information necessary to complete the application. If Western
Reserve cannot obtain the FAXED Application or essential information within five
business days, Western Reserve will return the initial Purchase Payment to the
applicant, unless the applicant consents to allow Western Reserve to retain the
initial Purchase Payment until the required FAXED Application or essential
information is received. When the FAXED Application contains all information
necessary to issue the Contract and allocate the Net Purchase Payment, but the
FAXED Application has not been signed by the Owner, Western Reserve will issue
the Contract and allocate the Net Purchase Payment as indicated in the FAXED
Application. At the same time, Western Reserve will also electronically prepare
a new application form, containing the same information received on the FAXED
Application, for delivery with the Contract to the Owner. Upon delivery, the
Owner will sign the electronically prepared application, which will be retained
by Western Reserve.

In the event the original application with original signature is later received
and the allocation instructions in that application are, for any reason,
inconsistent with those previously designated on the FAXED Application, the
initial Purchase Payment will be reallocated in accordance with the allocation
instructions in the application with original signature at the Accumulation Unit
Value next determined after receipt of such application.

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

Barnett Bank of Pinellas County
ABA # 063000047
For credit to: Western Reserve Life
Account #: 1263627596
Owner's Name:
Contract Number:
Attention: Annuity Accounting
Fax Number: (813) 588-1620

Western Reserve may reject any application or Purchase Payment for any reason
permitted by law.

NET PURCHASE PAYMENTS

The Net Purchase Payment is equal to the Purchase Payment less any premium
taxes. (See "Premium Taxes," page 12.) Initial and subsequent Net Purchase
Payments are allocated according to the Owner's direction among the Sub-Accounts
of the Series Account, to the Fixed Account, or to a combination of both. (For
Contracts issued in the State of Washington, the Fixed Account is not available
for allocation of Net Purchase Payments.) The Owner or the registered
representative/agent of record for the Contract upon instructions from the
Owner, may change the allocation of subsequent Purchase Payments at any time
upon written notice to Western Reserve, or by telephone by calling Western
Reserve's toll-free number, 1-800-851-9777. Western Reserve will employ the same
procedures to confirm that such telephone instructions are genuine as it employs
regarding transfers among Sub-Accounts and the Fixed Account by telephone.
Western Reserve reserves the right to limit such change to once each Contract
Year. Upon allocation to the Series Account, Net Purchase Payments are converted
into units of the appropriate Sub-Account based upon the Accumulation Unit Value
in that Sub-Account on or following the Valuation Date on which the Purchase
Payment is received at Western Reserve's Administrative Office. (See
"Accumulation Unit Value" below.) If the Contract application and other
information necessary for processing the request to apply the Purchase Payment
(collectively "application") are complete upon receipt, Western Reserve will
accept the application and apply the initial Net Purchase Payment within two
business days of receipt. If it is incomplete, Western Reserve will attempt to
have it properly completed within five business days of receipt, and if unable
to do so, Western Reserve will inform the prospective purchaser of the reasons
that the application is incomplete and request that the prospective purchaser
consent to Western Reserve retaining the Purchase Payment until the application
is properly completed. If such consent is not obtained, Western Reserve will
immediately

13
<PAGE> 20

return the entire Purchase Payment. Once the application is complete, Western
Reserve will accept it and apply the initial Net Purchase Payment within two
business days.

ACCUMULATION UNIT VALUE
The Accumulation Unit Value will vary from one Valuation Period to the next
depending on the investment results experienced by each Sub-Account. When each
Sub-Account was first established, the initial Accumulation Unit Value for the
Sub-Account was arbitrarily set at $10. The Accumulation Unit Value for each
Sub-Account at the close of a Valuation Period is determined by multiplying the
Accumulation Unit Value for that Sub-Account at the close of the immediately
preceding Valuation Period by the experience factor for that Sub-Account for the
current Valuation Period. The Accumulation Unit Value may increase, decrease, or
remain the same from Valuation Period to Valuation Period.

EXPERIENCE FACTOR

During the Accumulation Period, the experience factor measures investment
experience for a Valuation Period. Each Sub-Account has its own distinct
experience factor. In calculating a Sub-Account's experience factor for a
Valuation Period, the net asset value for each share of the corresponding
Portfolio of the Fund at the end of the current Valuation Period is increased by
the amount per portfolio share of any dividend or capital gain distribution
received by the Portfolio during the current Valuation Period and decreased by a
per portfolio share charge for any applicable taxes. The total is then divided
by the net asset value per portfolio share at the end of the preceding Valuation
Period. A charge equal to 1.25% on an annual basis of the net assets for each
day in the Valuation Period is then subtracted to compensate Western Reserve for
certain mortality and expense risks and a charge equal to 0.15% on an annual
basis of the net assets for each day in the Valuation Period is also subtracted
to compensate Western Reserve for certain administrative expenses. (See "CHARGES
AND DEDUCTIONS--Mortality and Expense Risk Charge" on page 11 and
"-- Administrative Charge" on page 12.)

COMPUTING SUB-ACCOUNT VALUE
At the end of any Valuation Period, a Sub-Account's value is equal to the number
of units that the Contract has in the Sub-Account, multiplied by the
Accumulation Unit Value of that Sub-Account.

The number of units that a Contract has in each Sub-Account is equal to:

1. The initial units purchased on the Contract Date; plus

2. Units purchased at the time additional Net Purchase Payments are allocated
to the Sub-Account; plus

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

4. Any units that are redeemed to pay for partial withdrawals; minus

5. Any units that are redeemed as part of a transfer to another Sub-Account or
the Fixed Account; minus

6. Any units that are redeemed to pay the Annual Contract Charge, any premium
taxes and any transfer charge.

PORTFOLIO SHARE NET ASSET VALUE. The net asset value per share of shares of the
Fund is determined, once daily, as of the close of the regular session of
business on the New York Stock Exchange ("Exchange") (usually 4:00 p.m. Eastern
time), on each day the Exchange is open.

TRANSFERS TO AND FROM, AND AMONG ALLOCATION OPTIONS

Before the Maturity Date, the Owner may, at any time, transfer amounts among
Sub-Accounts or from Sub-Accounts to the Fixed Account. (For Contracts issued in
the State of Washington, the Fixed Account is not available to receive Annuity
Value transferred from the Sub-Accounts.) Transfers may also be made from the
Fixed Account to the Sub-Accounts, subject to certain restrictions. (See "THE
FIXED ACCOUNT--Allocations, Transfers and Partial Withdrawals" on page 26.)
Transfer are not available if the Owner has elected Dollar Cost Averaging or the
Asset Rebalancing Program.

The amount available for transfer from any Sub-Account or the Fixed Account is
determined at the end of the Valuation Period during which the transfer request
is received at Western Reserve's Administrative Office. As explained in the
previous paragraph, the net asset value for each share of the corresponding
Portfolio of any Sub-Account is determined, once daily, as of the close of the
regular business session of the Exchange (usually 4:00 p.m., Eastern time),
which coincides with the end of each Valuation Period. Therefore, any transfer
request received after 4:00 p.m., Eastern time, on any day the Exchange is open
for business will be processed utilizing the net asset value for each share of
the applicable Portfolio determined as of 4:00 p.m., Eastern time, on the next
day the Exchange is open for business.

The amount available for transfer from the Fixed Account will be determined in
the same manner. Owners may make transfer requests in writing, or by telephone.
Written requests must be in a form acceptable to Western Reserve. The registered
representative/agent of record for the Contract may, upon instructions from the
Owner, make telephone transfers upon request without the necessity for the Owner
to have previously authorized telephone transfers in writing. If, for any
reason, an Owner does not want the ability to make transfers by telephone, the
Owner should provide written notice to Western Reserve. All telephone transfers
should be made by calling Western Reserve at our toll-free number:
1-800-851-9777.

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<PAGE> 21

Western Reserve will not be liable for complying with telephone instructions it
reasonably believes to be authentic, nor for any loss, damage, cost or expense
in acting on such telephone instructions, and Owners will bear the risk of any
such loss. Western Reserve will employ reasonable procedures to confirm that
telephone instructions are genuine. If Western Reserve does not employ such
procedures, it may be liable for losses due to unauthorized or fraudulent
instructions. Such procedures may include, among others, requiring forms of
personal identification prior to acting upon such telephone instructions,
providing written confirmation of such transactions to Owners and/or tape
recording of telephone transfer request instructions received from Owners.
Western Reserve may, at any time, revoke or modify the transfer privilege.
Western Reserve ordinarily will effect transfers and determine all values in
connection with transfers at the end of the Valuation Period during which the
transfer request is received at Western Reserve's Administrative Office. Western
Reserve currently imposes a $10 charge for each transfer after the first twelve
transfers during any Contract Year. (See "CHARGES AND DEDUCTIONS--Transfer
Charge" on page 11.)

DOLLAR COST AVERAGING

The Owner may direct Western Reserve to automatically transfer specified amounts
from the Money Market Sub-Account, the Bond Sub-Account, the
Short-to-Intermediate Government Sub-Account, the Fixed Account or any
combination of these Accounts on a monthly basis to a Sub-Account. This service,
offered without charge, is intended to allow the Owner to utilize "Dollar Cost
Averaging," a long-term investment method which provides for regular, level
investments over time. Western Reserve makes no guarantees that Dollar Cost
Averaging will result in a profit or protect against loss.

To qualify for Dollar Cost Averaging a minimum of $10,000 must be in each
Account from which transfers will be made and at least $1,000, in the aggregate,
must be transferred each month, unless Western Reserve consents to a smaller
amount. To further qualify for Dollar Cost Averaging from the Fixed Account, no
more than one-tenth ( 1/10) of the amount in the Fixed Account at the
commencement of Dollar Cost Averaging can be transferred each month. Other types
of transfers from the Fixed Account may also be subject to certain other
restrictions. (See "THE FIXED ACCOUNT--Allocations, Transfers and Partial
Withdrawals" on page 26.)

A written election of this service, on a form provided by Western Reserve, must
be completed by the Owner in order to begin transfers. The first transfer will
occur during the month which follows receipt of the form, providing the form is
received by the 25th day of the month. Once elected, transfers from the Money
Market, Bond, Short-to-Intermediate Government Sub-Accounts or the Fixed Account
will be processed monthly until the entire value of each Account from which
transfers are made is completely depleted or the Owner instructs Western Reserve
in writing to cancel the monthly transfers. For example, if $15,000 was
allocated to the Money Market Sub-Account and $10,000 was allocated to the Bond
Sub-Account and transfers of $500 are made each month from each of these
Sub-Accounts to the Growth Sub-Account, transfers of $500 per month would
continue to be made from the Money Market Sub-Account even though transfers from
the Bond Sub-Account had ceased as a result of depletion of value.

Each transfer which occurs under the Dollar Cost Averaging service will be
counted towards the twelve free transfers allowed during each Contract Year.
(See "CHARGES AND DEDUCTIONS--Transfer Charge" on page 11.) Western Reserve
reserves the right to discontinue offering Dollar Cost Averaging upon 30 days
written notice to Owners. Dollar Cost Averaging is not available if the Owner
has elected the Asset Rebalancing Program or Systematic Partial Withdrawals.

ASSET REBALANCING PROGRAM

Western Reserve will offer a program, without charge, under which an Owner may
authorize Western Reserve to transfer automatically Annuity Value each quarter
to maintain a particular percentage allocation among the Sub-Accounts. The
Annuity Value allocated to each Sub-Account will grow or decline in value at
different rates. The Asset Rebalancing Program automatically reallocates the
Annuity Value in the Sub-Accounts at the end of each period to match the
Contract's currently effective Net Purchase Payment allocation schedule. The
Asset Rebalancing Program is intended to transfer Annuity Value from those
Sub-Accounts that have increased in value to those Sub-Accounts that have
declined in value. Over time, this method of investing may help an Owner buy low
and sell high. This investment method does not guarantee gains, nor does it
assure that any Sub-Account will not have losses.

To qualify for Asset Rebalancing, a minimum Annuity Value of $25,000 for an
existing Contract, or a minimum initial purchase payment of $25,000 for a new
Contract is required. To participate in the Asset Rebalancing Program, a
properly completed Asset Rebalancing Request Form must be received by Western
Reserve at its Administrative Office. An Asset Rebalancing Request Form is
available upon request.

Owners may elect rebalancing to occur on each quarterly, semi-annual or annual
anniversary of the Contract Date. Following receipt of the Asset Rebalancing
Request Form, Western Reserve will effect the initial rebalancing of Annuity
Value on the next such anniversary, in accordance with the Contract's current
Net Purchase Payment allocation schedule. The amounts transferred will be
credited at the Accumulation Unit Value as of the end of the Valuation Dates on
which the transfers are made. If a day on which rebalancing would ordinarily
occur falls on a day on which the New York Stock Exchange is closed, rebalancing
will occur on the next day the New York Stock Exchange is open. The Asset
Rebalancing Program is available only

15
<PAGE> 22

during the Accumulation Period, and is not available if the Owner has elected
Dollar Cost Averaging or Systematic Partial Withdrawals. Each reallocation which
occurs under the Asset Rebalancing Program will be counted towards the twelve
free transfers allowed during each Contract year. (See "CHARGES AND
DEDUCTIONS--Transfer Charge" on page .)

An Owner may terminate participation at any time in the Asset Rebalancing
Program by verbal or written request to Western Reserve's Administrative Office.
Participation in the Asset Rebalancing Program will terminate automatically if
any transfer is made to, or from, any Sub-Account, other than on account of a
scheduled rebalancing. If an Owner wishes to resume the Asset Rebalancing
Program after it has been canceled, a new Asset Rebalancing Request Form must be
completed and sent to Western Reserve's Administrative Office. Owners may start
and stop participation in the Asset Rebalancing Program at any time; however,
Western Reserve reserves the right to restrict entry into the Asset Rebalancing
Program to once per Contract Year. Annuity Value allocated to the Fixed Account
may not be included in the Asset Rebalancing Program.

Western Reserve may discontinue, modify, or suspend the Asset Rebalancing
Program at any time.

Although the Asset Rebalancing Program is not available as of the date of this
Prospectus, Western Reserve anticipates its availability by the end of 1996, and
will notify Owners accordingly.

PARTIAL WITHDRAWALS AND SURRENDERS

1. Partial Withdrawals. Prior to the earlier of the Maturity Date or the death
of the Annuitant (when no Contingent Annuitant has been named), the Owner may
partially withdraw a portion of the Series Account Value upon written request,
complete with all necessary information, to Western Reserve's Administrative
Office. Although partial withdrawals are currently permitted at any time prior
to the Maturity Date, Western Reserve reserves the right to refuse to permit any
partial withdrawals prior to the first Anniversary. No more than one partial
withdrawal during any Contract Year is permitted without the consent of Western
Reserve. Unless Western Reserve consents, no partial withdrawal is permitted if
the Cash Value would be reduced below $25,000. No partial withdrawals from the
Fixed Account may be made without the consent of Western Reserve. (See "THE
FIXED ACCOUNT-- Allocations, Transfers and Partial Withdrawals" on page 26.) All
requests for partial withdrawals are processed at the Accumulation Unit Value
for each Sub-Account next computed after receipt and acceptance of the request
by Western Reserve at its Administrative Office. Western Reserve will cancel
units equal to the amount requested from each Sub-Account and will pay the
partial withdrawal amount requested less any applicable premium taxes. (See
"CHARGES AND DEDUCTIONS-- Premium Taxes" on page 12.) The Sub-Accounts for a
partial withdrawal may be specified and the amount requested to be withdrawn
from each specified Sub-Account may not exceed the value of that Sub-Account. If
not specified, partial withdrawals will be based on the Owner's current
allocation election.

2. Systematic Partial Withdrawal. The Owner may elect in writing on a form
provided by Western Reserve to make partial withdrawals from the Series Account,
in equal monthly payments ("Systematic Partial Withdrawals") of at least $200
per month. The first withdrawal will occur during the month which follows
receipt of the form, providing the form is received by the 25th day of the
month. If Systematic Partial Withdrawals are elected at the time of application
for a Contract, a minimum initial Purchase Payment of at least $25,000 must
accompany the application, unless Western Reserve consents to a smaller amount.
A subsequent election is subject to the Contract then having a minimum of
$25,000 of Cash Value, unless Western Reserve consents to a smaller amount.
Western Reserve will pay the Systematic Partial Withdrawal amount requested and
cancel units equal to the amount withdrawn from the Sub-Accounts in the same
manner as the current Net Purchase Payment allocation instructions, except no
Systematic Partial Withdrawals are permitted from the Fixed Account.
Cancellation of units will occur ten days prior to the date selected on the form
for payment. The amount to be partially withdrawn from each Sub-Account may not
exceed the Cash Value of the Sub-Account. Western Reserve will not process a
Systematic Partial Withdrawal if the Cash Value for the entire Contract would be
reduced below $25,000.

Systematic Partial Withdrawals may be discontinued by the Owner at any time by
notifying Western Reserve in writing. Western Reserve reserves the right to
discontinue offering Systematic Partial Withdrawals upon 30 days' written notice
to Owners. Western Reserve also reserves the right to assess a processing fee
for this service. Generally, under a Non-Qualified Contract, Systematic Partial
Withdrawals, like other distributions prior to the Maturity Date, are first
treated as taxable income to the extent that the Contract Value immediately
before a withdrawal exceeds the "investment in the contract" at that time. Any
additional amount withdrawn is not taxable. Further under a Non-Qualified
Contract, a 10% penalty tax will generally be imposed on the taxable portion of
a Systematic Partial Withdrawal made prior to the Owner's age 59 1/2, unless
certain exceptions apply. The Owner should, therefore, consult with his or her
tax adviser before requesting any Systematic Partial Withdrawals. (See "FEDERAL
TAX MATTERS--Taxation of Annuities" on page 22.)

3. Surrenders. The Owner may completely surrender the Contract at any time
prior to the Maturity Date. All requests for Surrender are processed at the
Accumulation Unit Value for each Sub-Account next computed after receipt and
acceptance of the Surrender request by Western Reserve at its Administrative
Office. Western Reserve will deduct

16
<PAGE> 23

the $30 Annual Contract Charge and any applicable premium taxes from the
Surrender proceeds.

4. Partial Withdrawals and Surrenders. The amount of any partial withdrawal or
Surrender will be paid promptly, and in any event within seven days of receipt
of the request, complete with all necessary information at Western Reserve's
Administrative Office, except that Western Reserve reserves the right to defer
the right of partial withdrawal or Surrender under certain circumstances. (See
"OTHER MATTERS RELATING TO THE CONTRACT--Contract Payments" on page 21.) Under
Non-Qualified Contracts, Western Reserve will withhold from each partial
withdrawal, systematic partial withdrawal or Surrender for tax purposes the
minimum amount required by law, unless the Owner affirmatively elects, before
payments begin, to have either nothing withheld or a different amount withheld.
When Western Reserve incurs extraordinary charges, such as wire transfers or
overnight mail expenses, for expediting delivery of a partial withdrawal or
Surrender payment to a Contract Owner, Western Reserve will deduct such charges
from the payment. The current charge for a wire transfer is $15. The current
charge for overnight delivery is $20. For the protection of Owners, all requests
for partial withdrawals or Surrenders of more than $100,000, or where the
partial withdrawal or Surrender proceeds are to be sent to an address other than
the address of record, will require a signature guarantee. All required
guarantees of signatures must be made by a national or state bank, a member firm
of a national stock exchange or any other institution which is an eligible
guarantor institution as defined by rules and regulations of the SEC. If the
Owner is a corporation, partnership, trust or fiduciary, evidence of the
authority of the person seeking redemption is required before the request for
withdrawal is accepted, including withdrawals under $100,000. For additional
information, Owners may call Western Reserve at (800) 851-9777. Partial
withdrawals and Surrenders may be subject to tax including a penalty tax. (See
"FEDERAL TAX MATTERS--Taxation of Annuities" on pages 22-23.) For certain
Qualified Contracts, a partial withdrawal may require the consent of the Owner's
spouse under the Code and the regulations promulgated thereunder by the Treasury
Department (the "Treasury Regulations"). (See "FEDERAL TAX MATTERS--Qualified
Plans" on pages 22-24.) For Qualified Contracts issued under Code Section 403(b)
and Contracts issued under the Texas Optional Retirement Program, certain
restrictions will apply. (See "FEDERAL TAX MATTERS--Qualified Plans" on pages
23-24.)

CONTRACT LOANS FOR 401(A), 401(K), AND 403(B) CONTRACTS
After the ten day Right to Examine Contract Period and during the Accumulation
Period, (1) Owners of Contracts used in connection with a Tax Sheltered Annuity
Plan ("TSA Plan") under Section 403(b) of the Code, if the TSA Plan is not
subject to the Employee Retirement Income Security Act of 1974, and (2) Owners
of Contracts purchased by a pension, profit-sharing, or other similar plan
qualified under Section 401(a) of the Code (a "401 Plan"), including a Section
401(k) plan, where a plan trustee is the Owner, may elect a Contract loan
endorsement under which the Owner can receive Contract loans. The availability
of Contract loans will also be governed by the provisions of the TSA Plans or
401 Plans involved. An Owner of a Contract used in connection with a TSA Plan or
401 Plan may be subject to income tax or tax penalties if loans from the plan
are not repaid in accordance with applicable provisions of the Code. In
addition, Internal Revenue Service authorities suggest that a Contract loan may,
at least in certain circumstances, result in adverse tax consequences for the
TSA Plan or 401 Plan. Accordingly, a competent tax advisor should be consulted
before a Contract loan is requested.

If the Contract loan endorsement is available, the Owner can borrow against the
Contract an amount which may not exceed the lesser of (1) 50% of the Cash Value
or (2) $50,000 reduced by the highest outstanding loan balance during the 1-year
period ending on the day before the loan date (determined below). However, if
the Cash Value is less than $20,000, the Owner may borrow against the Contract
the lesser of (1) 80% of the Cash Value or (2) $10,000. In all events, the
minimum amount that can be borrowed is $1,000. The Owner has the sole
responsibility for requesting loans and making loan repayments that comply with
applicable tax requirements.

When a loan is made, an amount equal to the loan will be withdrawn from the
Sub-Accounts specified by the Owner and transferred to the loan reserve. The
loan reserve is part of the Fixed Account used as collateral for any Contract
loan. If no Sub-Accounts are specified, the loan will be made from each
Sub-Account in accordance with the Owner's current Purchase Payment allocation.
Amounts transferred to the loan reserve do not participate in the investment
experience of the Sub-Accounts from which they were withdrawn.

All loan requests are processed at the Accumulation Unit Value for each
Sub-Account next computed after receipt and acceptance of the loan request by
Western Reserve at its Administrative Office. The loan date is the date Western
Reserve processes the loan request. Under its current procedures, Western
Reserve does not charge a fee to cover loan processing and expenses associated
with establishment and administration of the loan reserve. However, Western
Reserve reserves the right to charge such a fee or change it from time to time.
The Contract will be the sole security for the loan. Western Reserve reserves
the right to limit the number of loans an Owner may make during a Contract Year.

On each Contract Anniversary, Western Reserve will compare the amount of the
outstanding loan to the amount in the loan reserve. Western Reserve will also
make this comparison whenever the Owner repays all or part of the loan. At each
such time, if the amount of the outstanding

<PAGE> 24

loan (plus any unpaid interest) exceeds the amount in the loan reserve, Western
Reserve will withdraw the difference from the Contract's Sub-Accounts and
transfer it to the loan reserve, in the same fashion as when a loan is made. If
the amount in the loan reserve exceeds the amount of the outstanding loan,
Western Reserve will withdraw the difference from the loan reserve and transfer
it to the Sub-Accounts in accordance with the Owner's current payment
allocation. However, Western Reserve reserves the right to require the transfer
to the Fixed Account if the amount was transferred from the Fixed Account to
establish the loan.

If the Contract loan at any time exceeds the Cash Value of the Contract, Western
Reserve will mail a notice to the last known address of the Owner and any
assignee of record. If the excess amount is not paid within 31 days after
mailing of the notice, the Contract will terminate without value.

Loan Interest. Interest on any loan will be at the Contract loan annual rate of
6% in arrears unless, under a 401 Plan, a higher rate is requested by the Owner
in a loan application. (See "Repayment of Loans," p. 17.)

Amounts in the loan reserve will earn interest at a minimum guaranteed effective
annual interest rate of 4% per year. Western Reserve may declare from time to
time higher current interest rates. Different current interest rates may be
applied to the Fixed Account attributable to the loan reserve than to the rest
of the Fixed Account.

Repayment of Loans. Principal and interest must be repaid in substantially
level quarterly or monthly payments over a 5-year period or, if the loan is used
to acquire the Owner's principal residence, a 10, 15, or 20-year period, but
such an extended period cannot go beyond the year the Owner attains age 70 1/2.
If a loan installment repayment is not received within 31 days from the
installment's original due date, a deemed distribution of the entire amount of
the outstanding loan principal, interest due, and any applicable charges under
the Contract, including any Withdrawal Charge, will take place. Under a TSA
Plan, this distribution may be subject to income tax and a penalty tax, and may
cause the Contract to fail to qualify under Section 403(b) of the Code. (See
"Federal Tax Matters -- Qualified Plan," page 23.)

While the Contract is in force and during the Accumulation Period, any loan may
be repaid in full. If not repaid, loans will automatically reduce the amount of
any death benefit proceeds, the amount payable upon a partial withdrawal or
Surrender of the Contract and the amount applied on the Maturity Date to provide
annuity payments.

DEATH BENEFITS DURING THE ACCUMULATION PERIOD

1. General

In general, if the Annuitant dies during the Accumulation Period and the Owner
is a natural person other than the Annuitant, the Owner will automatically
become the new Annuitant, the Contract will continue in force, and no death
benefit will be payable to the Beneficiary. If the Annuitant dies during the
Accumulation Period and the Owner is either the same individual as the Annuitant
or other than a natural person, Western Reserve will pay the death benefit
proceeds to the Beneficiary in a lump sum upon receipt of due proof of death
unless a written Alternative Election, as described below, is made.

2. Amount of Death Benefit Proceeds

If the Annuitant dies during the Accumulation Period and the Owner is either the
same person as the Annuitant or other than a natural person, the death benefit
proceeds, if payable, will be the greater of: (i) the Annuity Value as of the
date Western Reserve receives due proof of death and a written election as to
the method of payment, as described above; or (ii) the excess of (a) the amount
of Purchase Payments paid less (b) any amounts partially withdrawn from the
Contract to pay for partial withdrawals, increased by 5% on each Contract
Anniversary prior to the Owner's age 80 (Annuitant's age 80 if the Owner is not
a natural person), up to an amount not to exceed 200% of the Purchase Payments
less partial withdrawals.

The Insurance Department of Pennsylvania has disapproved for Contracts issued in
Pennsylvania that portion of item (ii) of the death benefit provision described
in the preceding paragraph which increases the death benefit payable by 5% on
each Contract Anniversary as contrary to Pennsylvania Insurance Company Laws.
Therefore, for Contracts issued in Pennsylvania, when the amount of death
benefit payable under the Contract is the excess of (a) the amount of Purchase
Payments paid less (b) any amount partially withdrawn from the Contract to pay
for partial withdrawals, such amount of death benefit will not be increased by
5% on each Contract Anniversary.

3. Alternative Elections

If the Beneficiary is entitled to receive the death benefit proceeds as in 2.
above, and is the spouse of the deceased Annuitant, then the Beneficiary may
elect to become the new Owner and Annuitant and keep the Contract in force in
lieu of receiving the death benefit proceeds. If the Beneficiary is not the
spouse of the deceased Annuitant and is entitled to receive the death benefit
proceeds, the Beneficiary may elect, in lieu of a lump sum payment, one of the
following options that provide for complete distribution of the death benefit
proceeds and termination of the Contract: (i) within five years of the date of
such Annuitant's death; (ii) over the lifetime of the Beneficiary; or (iii) over
a period that does not exceed the life expectancy of such Beneficiary, as
defined by the Code and the Treasury Regulations. Options (ii) and (iii) may be
elected only if the Beneficiary is a natural person and payments start within
one year of the date of the Annuitant's death. (For a more detailed explanation
of these requirements, see "FEDERAL TAX MATTERS--Additional Considerations" on
page 24.) Multiple Beneficiaries may choose individually among any of the three
options.

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Under options (i) and (iii) above, the Annuity Value as of the date Western
Reserve receives due proof of death and a written election as to the method of
payment, if any, will be adjusted to equal the death benefit proceeds, as
described below, and the Contract will remain in force as a deferred annuity
until the end of the elected distribution period. Under option (i) above,
Western Reserve will:

- Allow the Beneficiary, at the time of electing (i), to make a partial
withdrawal. Further partial withdrawals during the duration of the
five-year period are not permitted;

- Allow the Beneficiary, at the time of electing (i), to make "one-time"
transfer of Contract values among Sub-Accounts and to the Fixed Account,
and transfers from the Fixed Account to the Sub-Accounts;

- Not deduct the Annual Contract Charge during the duration of the
five-year period;

- Not apply the Withdrawal Charge in the event of a partial withdrawal upon
election of (i), or upon a total distribution of all Contract values
during or at the end of the five-year period;

- Not allow annuitization during or at the end of the five-year period.
Distribution of all Contract values will be made in a lump sum;

- In the event of the death of the Beneficiary prior to the end of the
five-year period, pay remaining Contract value, according to its value at
the time of payment, to the Beneficiary's estate, unless a Contingent
Beneficiary has been named by the Owner, in which event payment will be
made to the Contingent Beneficiary. The Beneficiary is not entitled to
name his or her own beneficiary of the Contract's value.

For option (ii), the Maturity Date will be changed to the date Western Reserve
receives due proof of death and a written election as to the method of payment,
if any, and the death benefit proceeds will be used to purchase annuity payments
under the annuity provisions of the Contract. (See "ANNUITY PROVISIONS" page
19.)

4. Death of an Owner Who is not an Annuitant

If an Owner is not the same individual as the Annuitant and dies before the
Annuitant:

(a) If no Successor Owner has been named or, if named, is no longer alive, the
Owner's estate will become the new Owner. The Cash Value must be distributed
within five years of the former Owner's death; or

(b) If a Successor Owner has been named, alive and is the Owner's spouse, the
Contract will continue with the spouse as the new Owner; or

(c) If a Successor Owner has been named, alive and is not the Owner's spouse,
the Successor Owner will become the new Owner. The Cash Value must be
distributed either:

(1) within five years of the former Owner's death; or

(2) over the lifetime of the new Owner, if a natural person, with payments
beginning within one year of the former Owner's death; or

(3) over a period that does not exceed the life expectancy (as defined by the
Internal Revenue Code and Regulations adopted under the Code) of the new Owner,
if a natural person, with payments beginning within one year of the former
Owner's death.

5. Qualified Contracts

If a Qualified Contract is issued to a retirement plan, similar provisions will
apply upon the death of the plan participant. However, the required distribution
rules are more complex in the case of a Qualified Contract held by a plan. Plan
participants should consult a qualified pension or tax advisor concerning the
operation of these rules.

ANNUITY PROVISIONS

MATURITY DATE AND SELECTION OF ANNUITY OPTIONS
Provided the Contract is still In Force, annuity payments will begin on the
Maturity Date, which is, for both Non-Qualified Contracts and Qualified
Contracts, the Anniversary nearest the Annuitant's Attained Age 90. However, the
Owner may change the Maturity Date at any time prior to the Maturity Date by
written request. Any new Maturity Date must be at least five years after the
Contract Date, and the Attained Age of the Annuitant as of the new Maturity Date
cannot be greater than 90. After the Maturity Date, no additional purchase
payments, partial withdrawals, transfers, full Surrenders, or change of
Annuitants or annuity options may be made under the Contract. The Qualified
Contract is designed for use with several types of qualified plans. A tax
advisor should be consulted about the use of a Qualified Contract with qualified
plans, including the specified minimum distribution rules applicable to such
plans.

Annuity Payments will be paid under Option D (described below), with 120
payments guaranteed, unless the Owner elects otherwise. The Owner may change the
annuity option by written request at any time prior to the Maturity Date. Thirty
days prior to the Maturity Date, Western Reserve will mail to the Owner a notice
and a form upon which the Owner can select Allocation Options for the annuity
proceeds as of the Maturity Date, which cannot be changed thereafter and will
remain in effect until the Contract terminates. If a Series Account annuity
option is chosen, the Owner must include in the written notice the Sub-Account
allocation of the Annuity Proceeds as of the Maturity Date. If Western Reserve
does not receive that form or other written notice acceptable to Western Reserve
prior to the Maturity Date, the Contract's existing Allocation Options will
remain in effect until the Contract terminates.

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The Owner may also, prior to the Maturity Date, select or change the frequency
of annuity payments, which may be monthly, quarterly, semi-annually or annually,
provided that the annuity option and payment frequency provides for payments of
at least $100 per period. If none of these is possible, a lump sum payment will
be made.

The Owner may select one of the Fixed Account annuity options or Series Account
annuity options described below or any alternate form of settlement acceptable
to Western Reserve. Treasury Regulations may preclude the availability of
certain annuity options in connection with certain Qualified Contracts.

Fixed Account annuity options provide equal periodic (monthly, quarterly,
semi-annual or annual) payments of a specific amount that Western Reserve
guarantees will not change. The amount of the periodic annuity payment will be
based on the Annuity Proceeds on the Maturity Date, the annuity option selected
(i.e., the form and duration of payments), the age of the Annuitant or
Beneficiary (or ages of co-Annuitants), the sex of the Annuitant (except for
certain Qualified Contracts), and the applicable annuity rate shown in the
Contract (or a more favorable current rate available under the Contracts on the
Maturity Date). The annuity rates shown in the Contract are based on the Society
of Actuaries 1983 Table A with projection and an assumed investment rate of 3%.
Western Reserve may in its sole discretion increase the amount of a payment or
payments once payments begin.

Series Account annuity options (i.e., variable annuity options) are similar to
fixed annuity options except that the amount of each periodic payment after the
first will vary to reflect the net investment experience of the Sub-Accounts
selected by the Owner. The amount of the first annuity payment is determined in
the manner described in the Statement of Additional Information for a Series
Account annuity option. Under a Series Account annuity option, the Owner applies
the Annuity Proceeds to one or more of the fourteen Sub-Accounts designated to
support annuity payments by purchasing units issued in connection with one or
more of these Sub-Accounts. The number of units purchased is equal to the amount
of the first annuity payment allocated to a particular Sub-Account divided by
the Annuity Unit Value for that Sub-Account on the Maturity Date. The number of
units of a particular Sub-Account supporting payments to an Annuitant never
changes, but the second and subsequent payments will vary with the Annuity Unit
Value because each payment will equal the number of units in each selected
Sub-Account multiplied by the Annuity Unit Value of that Sub-Account on the date
the payment is processed. Annuity Proceeds allocated to Series Account annuity
options are subject to a daily Mortality and Expense Risk Charge of 1.25% per
annum and a daily Administrative Charge of 0.15% per annum.

The Annuity Unit Value for a Sub-Account, designated to support annuity
payments, is first calculated in the same manner as the Accumulation Unit Value
corresponding to the same Portfolio would be calculated (see "THE
CONTRACT--Accumulation Provisions," page 12), and then is adjusted to reflect a
5% assumed investment return. The adjustment results in the Annuity Unit Value
increasing to the extent that the net investment factor increases at greater
than an annual rate of 6.4%. It results in the Annuity Unit Value decreasing to
the extent that the net investment factor decreases or increases at less than an
annual rate of 6.4%. Consequently, if, for a monthly periodic payment, the net
investment experience of a Sub-Account for a given month exceeds an annual rate
of 6.4%, the monthly payment from that Sub-Account will be greater than the
previous payment. Likewise, if the net investment experience for that month is
less than an annual rate of 6.4%, the payment will be less than the previous
payment.

FIXED ACCOUNT ANNUITY OPTIONS
The following options are available for payment of fixed account monthly annuity
payments.

Option A--Fixed Installments. The Annuity Proceeds will be paid in equal
installments over a fixed period of 5, 10, 15, or 20 years or any other fixed
period acceptable to Western Reserve.

Option B--Life Income. The Annuity Proceeds will be paid in equal installments:
(1) during the lifetime of the Annuitant only ("Life Annuity"); (2) during a 10
year fixed period certain and for the remaining lifetime of the Annuitant
("Certain Period"); or (3) until the sum of installments paid equals the Annuity
Proceeds applied and for the remaining life of the Annuitant ("Installment
Refund").

Option C--Joint and Survivor Life Income. The Annuity Proceeds will be paid
during the joint lifetimes of the Annuitant and a designated Co-Annuitant and
will continue upon the death of the first payee for the remaining lifetime of
the survivor.

SERIES ACCOUNT ANNUITY OPTIONS
Under the Series Account annuity options, the Contract's Annuity Proceeds will
be used to purchase annuity units of the Sub-Accounts selected by the Owner. The
following Series Account annuity options are available:

Option D--Variable Life Income. The Annuity Proceeds will be paid in
installments determined in accordance with the table set forth in the Contract.
Such installments are payable (1) during the payee's lifetime only ("Variable
Life Annuity"); or (2) during a 10 year fixed period certain and for the payee's
remaining lifetime ("Variable Certain Period").

Option E--Variable Joint and Survivor Life Income. The Annuity Proceeds will be
paid in installments during the joint lifetime of two payees and continuing upon
the death of the first payee for the remaining lifetime of the survivor.

DEATH BENEFITS AFTER THE MATURITY DATE
The death benefit, if any, payable after the Maturity Date and after the
commencement of annuity payments de-

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pends upon the annuity option selected. If a payee dies on or after the
commencement of annuity payments, the remaining portion of any interest in the
Contract will be distributed at least as rapidly as under the method of
distribution being used as of the date of the payee's death. (For additional
information about death benefit payments under the Contract, see "ACCUMULATION
PROVISIONS--Death Benefits during the Accumulation Period" on page 18.)

IMPROVED ANNUITY RATES
Western Reserve may offer improved annuity rates to Owners if, at the Maturity
Date, it is offering annuity contracts of the same type and class as the
Contract with more favorable rates than those contained in the Contract's income
tables.

PROOF OF AGE, SEX, AND SURVIVAL
Western Reserve may require proper proof of age and sex of any Annuitant or
Co-Annuitant prior to making the first annuity payment. Prior to making any
payment, Western Reserve may require proper proof that the Annuitant or Co-
Annuitant is alive and legally qualified to receive such payment. If required by
law to ignore differences in sex of any payee, annuity payments will be
determined using unisex rates.

OTHER MATTERS RELATING TO THE CONTRACT

CHANGES IN PURCHASE PAYMENTS
The Owner may change the amount and the mode of the anticipated Purchase Payment
pattern specified in the Contract if agreed to by Western Reserve.

RIGHT TO EXAMINE CONTRACT
An Owner may, within ten days of receipt of the Contract (the "Free-Look
Period"), return it to Western Reserve at its Administrative Office, and obtain
a refund equal to the sum of: (1) the Purchase Payments received; plus (or
minus) (2) the accumulated gains (or losses), if any, in the Series Account for
the Contract as of the date Western Reserve receives the returned Contract.
Certain states require a Free-Look Period longer than ten days, either for all
Contract Owners or for certain classes of Contract Owners. The Owner bears the
investment risk during the Free-Look Period. Certain states require Western
Reserve to refund the Purchase Payment, which may be greater or less than the
amount computed above. In these states, Western Reserve bears the investment
risk during the Free Look Period and will allocate the initial Net Purchase
Payment to the Money Market Sub-Account until the Free-Look Period expires, at
which time the entire value in the Money Market Sub-Account will be allocated to
the Sub-Account(s) indicated by the Contract Owner in the application. The
specific terms applicable to a particular Contract will be set forth in the
"Right to Examine Contract" provision of that Contract.

CONTRACT PAYMENTS
All payments under the Contract will be paid in one sum unless the Owner elects
otherwise. Western Reserve reserves the right to suspend or postpone the right
of partial withdrawal and Surrender or postpone the date of payment for any
period: (1) the Exchange is closed, other than customary weekend and holiday
closing, or trading on the Exchange is restricted as determined by the SEC; (2)
the SEC by order permits postponement for the protection of Owners; or (3) an
emergency exists, as determined by the SEC, as a result of which valuation or
disposal of securities is not reasonably practicable. Transfers may also be
postponed under these circumstances.

Payments of any amounts derived from Purchase Payments paid by check or bank
draft may be delayed until the check or bank draft has cleared the payor's bank.

OWNERSHIP

The Owner is the person entitled to exercise all rights under the Contract.
Prior to the Maturity Date, the Owner is the person designated on the Contract
Schedule Page or as subsequently named. These rights may be subject to the
consent of any assignee or irrevocable Beneficiary.

A Successor Owner can be named in the application for the Contract or by
notifying Western Reserve in writing. If the Owner is not the Annuitant, the
Successor Owner will become the new Owner of the Contract upon the death of the
Owner prior to the death of the Annuitant. (See "THE CONTRACT--ACCUMULATION
PROVISIONS--Death Benefits during the Accumulation Period--2. Death of an Owner
Who is Not an Annuitant," on page 18.)

With regard to Non-Qualified Contracts, ownership of the Contract may be changed
or the Contract collaterally assigned at any time during the lifetime of the
Annuitant and prior to the Maturity Date, subject to the rights of any
irrevocable Beneficiary. The assignment of a Contract will be treated as a
distribution of the Annuity Value for Federal tax purposes. (See "FEDERAL TAX
MATTERS--Taxation of Annuities" on pages 22-23.) Any change of ownership or
assignment must be made in writing and accepted by Western Reserve, and, if
accepted, will be effective as of the date accepted by Western Reserve. Western
Reserve assumes no liability for any payments made or actions taken before a
change is accepted and shall not be responsible for the validity or effect of
any change of ownership or assignment.

Changing the Owner or naming a new Successor Owner cancels any prior designation
of Successor Owner, but it does not change the Beneficiary or Annuitant.

With regard to Qualified Contracts, ownership of the Contract generally may be
assigned, but only to the extent permitted by the Code and the terms of the
underlying retirement plan.

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ANNUITANT
The Annuitant is the person named in the application to receive annuity
payments. If no person is so named, the Owner will be the Annuitant. Prior to
the Maturity Date, if the Owner is a natural person and upon agreement with
Western Reserve, the Owner may elect a different Annuitant. As of the Maturity
Date, and upon agreement with Western Reserve, the Owner may elect a different
Annuitant or, if either annuity Option C or Option E has been selected, add a
joint annuitant. On the Maturity Date, the Annuitant(s) will become the payee(s)
and receive the annuity payments.

BENEFICIARY
The Beneficiary is the person or persons named in the application or as
subsequently changed. The Beneficiary may be changed during the lifetime of the
Annuitant, subject to the rights of any irrevocable Beneficiary. Any change must
be made in writing and received at Western Reserve's Administrative Office and,
if accepted, will be effective as of the date on which signed by the Owner.
Western Reserve assumes no liability for any payments made or actions taken
before the change is received and shall not be responsible for the validity or
effect of the change. Prior to the Maturity Date, if no Beneficiary survives the
Annuitant, the Owner, if living, or the Owner's estate will be the Beneficiary.
The interest of any Beneficiary is subject to that of any assignee. In the case
of certain Qualified Contracts, the Treasury Regulations prescribe certain
limitations on the designation of a Beneficiary.

Unless Western Reserve receives written notice from the Owner to the contrary,
no Beneficiary may assign any payments under the Contract before such payments
are due. To the extent permitted by law, no payments under the Contract will be
subject to the claims of any Beneficiary's creditors.

MODIFICATION OR WAIVER
The contract and the application constitute the entire Contract. Only statements
in the application can be used to void the Contract or defend a claim. The
statements are considered representations and not warranties. No Contract
provision can be waived or changed except by endorsement. Only the President or
Secretary of Western Reserve can agree to change or waive any provision of the
Contract.

The Contract may not be modified by Western Reserve without the consent of the
Owner, except as may be required to make it conform to any law or regulation or
ruling issued by a governmental agency or to improve the rights and/or benefits
under the Contract.

FEDERAL TAX MATTERS

INTRODUCTION

The Contracts are designed for use by individuals to accumulate Annuity Value
and may be used by retirement plans, regardless of whether the plans qualify for
special Federal income tax treatment. The ultimate effect of Federal income
taxes on the amounts held under a Contract, on annuity payments, and on the
economic benefits to the Owner, Annuitant or Beneficiary depends on Western
Reserve's tax status, on the type of retirement plan for which the Contract is
purchased, and upon the tax and employment status of the individual concerned.

The following discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax advisor. No attempt is made
to consider any applicable state or other tax laws. Moreover, the discussion is
based upon Western Reserve's understanding of the Federal income tax laws as
they are currently interpreted. Western Reserve makes no representations
regarding the likelihood of continuation of the Federal income tax laws, the
Treasury Regulations, or the current interpretations by the Internal Revenue
Service (the "Service"). For a discussion of Federal income taxes as they relate
to the Fund, please see the accompanying Prospectuses for the Portfolios of the
Fund.

COMPANY TAX STATUS

Western Reserve is taxed as a life insurance company under Part 1 of Subchapter
L of the Code. Because the Series Account is not an entity separate from Western
Reserve and its operations form a part of Western Reserve, it will not be taxed
separately as a "regulated investment company" under Subchapter M of the Code.
Investment income and realized capital gains on the assets of the Series Account
are reinvested and taken into account in determining the Annuity Value. Western
Reserve believes that under existing Federal income tax law, the Series
Account's investment income, including realized net capital gains, will not be
taxed to Western Reserve. Based upon this belief, it is anticipated that no
charges will be made against the Series Account for Federal income tax. If any
such charge is made, a Contract's Annuity Value will reflect a deduction for the
charge. Western Reserve reserves the right to make a deduction from the assets
of the Series Account should any tax or other economic burden resulting from the
application of tax laws that Western Reserve determines to be properly
attributable to the Account be imposed with respect to such items in the future.

TAXATION OF ANNUITIES
The following discussion assumes the Contract will qualify as an annuity
contract for Federal income tax purposes.

1. In General. Code Section 72 governs taxation of annuities. In general, an
Owner is not taxed on increases in value under a Contract until some form of
distribution is made under the Contract. The exception to this rule is that
generally, an Owner of any deferred annuity contract who is not a natural person
must include in income any increase in the excess of the Contract's Annuity
Value over the investment in the Contract during the taxable year. However,
there are some exceptions to this exception and you may wish to discuss these
with your tax counsel. The taxable

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<PAGE> 29

portion of a distribution (in the form of an annuity or lump sum payment) is
generally taxed as ordinary income. For this purpose, the assignment, pledge, or
agreement to assign or pledge any portion of the Annuity Value generally will be
treated as a distribution.

2. Partial Withdrawals and Surrenders. In the case of a partial withdrawal,
Systematic Partial Withdrawal, or Surrender distributed to a participant or
Beneficiary under a Qualified Contract (other than a Qualified Contract used in
a retirement plan that qualifies for special Federal income tax treatment under
section 457 of the Code as to which there are special rules), a ratable portion
of the amount received is taxable, generally based on the ratio of the
investment in the Contract to the total Annuity Value. The "investment in the
contract" generally equals the portion, if any, of any Purchase Payments paid by
or on behalf of an individual under a Contract which is not excluded from the
individual's gross income. For Contracts issued in connection with qualified
plans, the "investment in the contract" can be zero.

Generally, in the case of a partial withdrawal, Systematic Partial Withdrawal,
or Surrender under a Non-Qualified Contract before the Maturity Date, amounts
received are first treated as taxable income to the extent that the Annuity
Value immediately before the partial withdrawal, Systematic Partial Withdrawal,
or Surrender exceeds the "investment in the contract" at that time. Any
additional amount partially withdrawn, applied to a Systematic Partial
Withdrawal, or Surrender is not taxable. In the event of a partial withdrawal or
Systematic Partial Withdrawal from, or Surrender of, a Non-Qualified Contract,
Western Reserve will withhold for tax purposes the minimum amount required by
law, unless the Owner affirmatively elects, before payments begin, to have
either nothing withheld or a different amount withheld.

3. Annuity Payments. Although the tax consequences may vary depending on the
Annuity Payment elected under the Contract, in general, only the portion of the
Annuity Payment that represents the amount by which the Annuity Value exceeds
the "investment in the contract" will be taxed; after the "investment in the
contract" is recovered, the full amount of any additional Annuity Payments is
taxable. For variable annuity payments, the taxable portion is generally
determined by an equation that establishes a specific dollar amount of each
payment that is not taxed. The dollar amount is determined by dividing the
"investment in the contract" by the total number of expected periodic payments.
However, the entire distribution will be taxable once the recipient has
recovered the dollar amount of his or her "investment in the contract." For
Fixed Annuity Payments, in general, there is no tax on the portion of each
payment which represents the same ratio that the "investment in the contract"
bears to the total expected value of the Annuity Payments for the term of the
payments; however, the remainder of each Annuity Payment is taxable until the
recovery of the "investment in the contract", and thereafter the full amount or
each Annuity Payment is taxable. If death occurs before full recovery of the
"investment in the contract", the unrecovered amount may be deducted on the
Annuitant's final tax return.

4. Penalty Tax on Certain Distributions. In the case of a distribution
pursuant to a Non-Qualified Contract, a penalty tax may be imposed equal to 10%
of the amount treated as taxable income. The penalty tax is not imposed in
certain circumstances, including, generally, distributions: (1) made on or after
the date on which the Owner attains age 59 1/2, (2) made as a result of death of
the Owner or disability of the taxpayer, or (3) received in substantially equal
installments as a life annuity. Other tax penalties may apply to certain
distributions pursuant to a Qualified Contract.

5. Taxation of Death Benefit Proceeds. Amounts may be distributed from a
Contract because of the death of an Owner or an Annuitant. Generally, such
amounts are includable in the income of the recipient as follows: (1) if
distributed in a lump sum, they are taxed in the same manner as a full Surrender
of the Contract, as described above, or (2) if distributed under an annuity
option, they are taxed in the same manner as Annuity Payments, as described
above.

6. Multiple Contracts. All non-qualified, deferred annuity contracts entered
into after October 21, 1988 that are issued by Western Reserve (or its
affiliates) to the same Owner during any calendar year are to be treated as one
annuity contract for purposes of determining the amount includable in an
individual's gross income. There may be other situations in which the Treasury
may conclude that it would be appropriate to aggregate two or more annuity
contracts purchased by the same owner. Accordingly, an Owner should consult a
competent tax adviser before purchasing more than one Contract or other annuity
contracts.

7. Transfers, Assignments or Exchanges of Contracts. A transfer of ownership
or assignment of a Contract, the designation of an Annuitant or other
Beneficiary who is not also the Owner, or a change of Annuitant, may result in
certain income or gift tax consequences to the Owner that are beyond the scope
of this discussion. An Owner contemplating any such transfer, assignment or
change should contact a competent tax adviser in respect to the potential tax
effects of such a transaction.

8. Possible Changes in Taxation. In past years, legislation has been proposed
that would have adversely modified the Federal taxation of certain annuities.
For example, one such proposal would have changed the tax treatment of
non-qualified annuities that did not have "substantial life contingencies" by
taxing income as it is credited to the annuity. Although as of the date of this
Prospectus Congress is not considering any legislation regarding the taxation of
annuities, there is always the possibility that the tax treatment of annuities
could change by legislation or other

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<PAGE> 30

means (such as the IRS regulations, revenue rulings, judicial decisions, etc.).
Moreover, it is also possible that any change could be effective prior to the
date of the change.

QUALIFIED PLANS
The Qualified Contract is designed for use with several types of qualified
retirement plans. The tax rules applicable to participants and beneficiaries in
such qualified plans vary according to the type of plan and the terms and
conditions of the plan itself. Special favorable tax treatment may be available
for certain types of contributions and distributions (including special rules
for certain lump sum distributions). Adverse tax consequences may result from
contributions in excess of specified limits, distributions prior to age 59 1/2
(subject to certain exceptions), distributions that do not conform to specified
minimum distribution rules, aggregate distributions in excess of a specified
annual amount, and in certain other circumstances. Therefore, Western Reserve
makes no attempt to provide more than general information about use of the
Contract with the various types of qualified plans. Owners and participants
under qualified plans as well as Annuitants and Beneficiaries are cautioned that
the rights of any person to any benefits under qualified plans may be subject to
the terms and conditions of the plan themselves, regardless of the terms and
conditions of the Contract issued in connection therewith. Some retirement plans
are subject to distribution and other requirements that are not incorporated
into our Contract administration procedures. Owners, participants and
beneficiaries are responsible for determining that contributions, distributions
and other transactions with respect to the Contracts comply with applicable law.
Purchasers of Contracts for use with any qualified plan should seek competent
legal and tax advice regarding the suitability of the Contract therefor.

1. (a) Section 403(b) Plans. Under Section 403(b) of the Code, payments made by
public school systems and certain tax exempt organizations to purchase annuity
policies for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, such payments may be subject
to FICA (Social Security) taxes. Additionally, in accordance with the
requirements of the Code, Section 403(b) annuities generally may not permit
distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions, and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age
59 1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the case
of hardship.

(b) Restrictions Under the Texas Optional Retirement Programs. Section 36.105
of the Texas Educational Code permits participants in the Texas Optional
Retirement Program (ORP) to withdraw their interest in a variable annuity
contract issued under the ORP only upon: (1) termination of employment in the
Texas public institutions of higher education; (2) retirement; or (3) death.
Accordingly, a participant in the ORP (or the participant's estate if the
participant has died) will be required to obtain a certificate of termination
from the employer or a certificate of death before the account can be redeemed.

(c) Restrictions Under Qualified Contracts. Other restrictions with respect to
the election, commencement, or distribution of benefits may apply under
Qualified Contracts or under the terms of the plans in respect of which
Qualified Contracts are issued.

2. Individual Retirement Annuities. Sections 219 and 408 of the Code permit
individuals or their employers to contribute to an individual retirement program
known as an "Individual Retirement Annuity" or an "IRA". Individual Retirement
Annuities are subject to limitation on the amount which may be contributed and
deducted and the time when distributions may commence. In addition,
distributions from certain other types of qualified plans may be placed into an
Individual Retirement Annuity on a tax-deferred basis. The Service has not
reviewed the Contract for qualification as an IRA, and has not addressed in a
ruling of general applicability whether a death benefit provision such as the
provision in the Contract comports with IRA qualification requirements.

3. Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections
401(a) and 403(a) of the Code permit corporate employers to establish various
types of retirement plans for employees and permit self-employed individuals to
establish qualified plans for themselves and their employees. Such retirement
plans may permit the purchase of the Contracts to provide benefits under the
plans. These retirement plans may permit the purchase of the Contracts to
accumulate retirement savings under the plans. Adverse tax or other legal
consequences to the plan, to the participant or to both may result if this
Contract is assigned or transferred to any individual as a means to provide
benefit payments.

4. Deferred Compensation Plans. Section 457 of the Code, although not actually
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities and tax exempt
organizations which enjoy special treatment. The Contracts can be used with such
plans. Under such plans, a participant may specify the form of investment in
which his or her participation will be made. All such investments, however, are
owned by, and are subject to, the claims of the general creditors of the
sponsoring employer. Depending on the terms of the particular plan, the employer
may be entitled to draw on deferred amounts for purposes unrelated to its
section 457 plan obligations.

In general, all amounts received under a section 457 plan are taxable and are
subject to federal income tax withholding as wages.

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<PAGE> 31

5. Distributions from Qualified Plans. Under the tax qualification rules for
Section 401(a), 403(b), 408 and 457 plans, distributions generally must commence
no later than April 1 of the calendar year following the calendar year in which
the Owner (or plan participant) reaches age 70 1/2, and must be made in a
specified form and manner. Special rules and other restrictions may apply
depending on the type of plan and the particular circumstances. Each Owner is
responsible for requesting distributions under the Contract that satisfy
applicable tax rules, and should consult a qualified tax adviser.

The above description of Federal income tax consequences pertaining to the
different types of qualified plans that may be funded by the Contracts is only a
brief summary and is not intended as tax advice. The rules governing the
provisions of qualified plans are extremely complex and often difficult to
comprehend. In addition, the Tax Reform Act has significantly changed a great
many rules for qualified plans. Anything less than full compliance with the
applicable rules, all of which are subject to change, may have significant
adverse tax consequences. A prospective purchaser considering the purchase of a
Contract in connection with a qualified plan should first consult a qualified
and competent tax advisor with regard to the suitability of the Contract as an
investment vehicle for the qualified plan.

ADDITIONAL CONSIDERATIONS
1. Diversification. Section 817(h) of the Code requires that the investments
of the Series Account must be "adequately diversified" in accordance with
Treasury Regulations in order for the Contracts to qualify as annuity contracts
under Section 72 of the Code. The Series Account, through the Fund, intends to
comply with the diversification requirements prescribed by the Treasury in Reg.
Sec. 1.817.5, which affect how the Fund's assets may be invested. Western
Reserve believes the Series Account will, thus, meet the diversification
requirements of Section 817(h). If the Series Account does not meet those
diversification requirements, Owners would be taxed currently on any investment
income under the Contract.

In certain circumstances, owners of variable annuity contracts may be considered
the owners, for Federal income tax purposes, of the assets of the separate
account used to support their contracts. In those circumstances, income and
gains from the separate account assets would be includable in the variable
annuity contract owner's gross income. The Treasury Department has stated in
published rulings that a variable annuity contract owner will be considered the
owner of separate account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection with
the issuance of regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., the contract owner), rather than the insurance company, to be
treated as the owner of the assets in the account." This announcement further
states that guidance would be issued by way of regulations or rulings on the
"extent to which policyholders may direct their investments to particular
sub-accounts without being treated as owners of the underlying assets."

The ownership rights under the Contract are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that contract owners were not owners of separate account assets. For example,
the owner of a Contract has the choice of more sub-accounts in which to allocate
net purchase payments and Contract values, and may be able to transfer among
sub-accounts more frequently than in such rulings. These differences could
result in an Owner being treated as the owner of the assets of the Series
Account. In addition, Western Reserve does not know what standards will be set
forth, if any, in the regulations or rulings which the Treasury Department has
stated it expects to issue. Western Reserve therefore reserves the right to
modify the Contract as necessary to attempt to prevent an Owner from being
considered the owner of a pro rata share of the assets of the Series Account.

2. Distribution-at-Death Rules. The Code also requires Non-Qualified Contracts
to contain specific provisions for distribution of the Contract proceeds upon
the death of the Owner. In order to be treated as an annuity contract for
Federal income tax purposes, the Code requires that such Contract provide that
(a) if any Owner dies on or after the Maturity Date and before the entire
interest in the Contract has been distributed, the remaining portion must be
distributed at least as rapidly as under the method in effect on the Owner's
death; and (b) if any Owner dies before the Maturity Date, the entire interest
in the Contract must generally be distributed within five years after the
Owner's date of death. These requirements will be considered satisfied if the
entire interest of the Contract is used to purchase an immediate annuity under
which payments will begin within one year of the Owner's death and will be made
for the life of the Beneficiary or for a period not extending beyond the life
expectancy of the Beneficiary. The Owner's Beneficiary is the person to whom
ownership of the Contract passes because of death and must be a natural person.
(In the Contract, the successor owner is the Owner's Beneficiary.) If the
Beneficiary is the Owner's surviving spouse, the Contract may be continued with
the surviving spouse as the new Owner. Non-Qualified Contracts will be reviewed
and modified if necessary to attempt to assure that they comply with the Code
requirements when clarified by regulation or otherwise. Other rules may apply to
Qualified Contracts.

3. Withholding. Withholding of Federal income taxes on the taxable portion of
all distributions may be required unless the recipient elects not to have any
such amounts withheld and properly notifies Western Reserve of that

25
<PAGE> 32

election. Different rules may apply to United States citizens or expatriates
living abroad. In addition, some states have enacted legislation requiring
withholding. Effective January 1, 1993, certain distributions from Section
401(a), 403(a) and 403(b) plans are subject to mandatory withholding.

4. Section 1035 Exchanges. Code Section 1035 generally provides that no gain or
loss shall be recognized on the exchange of one annuity contract for another. If
the surrendered Contract was issued prior to August 14, 1982, the tax rules that
formerly provided that the Surrender was taxable only to the extent the amount
received exceeds the Owner's investment in the Contract will continue to apply
to amounts allocable to investment in the Contract before August 14, 1982. In
contrast, Contracts issued on or after January 19, 1985 in a Code Section 1035
exchange are treated as new Contracts for purposes of the penalty and
distribution-at-death rules. Special rules and procedures apply to Code Section
1035 transactions. Prospective purchasers wishing to take advantage of Code
Section 1035 should consult their tax advisors.

5. Diversification and Qualified Plans. Code Section 817(h) applies to variable
annuity contracts other than pension plan contracts. The regulations reiterate
that the diversification requirements do not apply to pension plan contracts.
All of the qualified retirement plans (described above) are defined as pension
plan contracts for these purposes. Notwithstanding the exception of Qualified
Contracts from application of the diversification rules, the investment vehicle
for Western Reserve's Qualified Contracts (i.e., the Fund) will be structured to
comply with the diversification standards because it serves as the investment
vehicle for Non-Qualified Contracts as well as Qualified Contracts.

THE FIXED ACCOUNT

An Owner may allocate Net Purchase Payments and transfer Annuity Value to the
Fixed Account, which is part of Western Reserve's general account. The Insurance
Department of the State of Washington has disapproved, for Contracts issued in
Washington, the ability both to allocate Net Purchase Payments to the Fixed
Account and to transfer Annuity Value from Sub-Accounts of the Series Account to
the Fixed Account. Because of exemptive and exclusionary provisions, interests
in the Fixed Account have not been registered under the Securities Act of 1933
and neither the Fixed Account nor the general account has been registered as an
investment company under the 1940 Act. Accordingly, neither the Fixed Account,
the general account nor any interests therein are generally subject to the
provisions of these acts, and Western Reserve has been advised that the staff of
the SEC has not reviewed the disclosure in this Prospectus relating to the Fixed
Account. Disclosure regarding the Fixed Account may, however, be subject to
certain generally applicable provisions of the Federal securities laws relating
to the accuracy and completeness of statements made in prospectuses.

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

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

Western Reserve further guarantees that when a higher or lower current interest
rate is declared on an allocation to the Fixed Account Value, that new interest
rate will be guaranteed on such allocation for at least a one year period
measured from the date of each Purchase Payment or transfer (the "Guarantee
Period"). At the end of the Guarantee Period, Western Reserve reserves the right
to declare a new current interest rate on such allocation and accrued interest
thereon (which may be a different current interest rate than the current
interest rate on new allocations to the Fixed Account Value on that date). The
rate declared on such allocation and accrued interest thereon at the end of each
Guarantee Period will be guaranteed again for another Guarantee Period. At the
end of any Guarantee Period, any interest credited on the Fixed Account Value in
excess of the minimum guaranteed rate of 4% per year will be determined in the
sole discretion of Western Reserve. The Owner assumes the risk that interest
credited may not exceed the guaranteed minimum rate.

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

Western Reserve reserves the right to change the method of crediting interest
from time to time, provided that such changes will not have the effect of
reducing the guaranteed rate of interest below 4% per annum.

For the sale of the Contract to: (a) current and retired directors, officers,
full-time employees and agents of Western Reserve and its affiliates; (b)
current and retired directors, officers, employees and registered
representatives of InterSecurities, Inc. and any broker-dealer which

26
<PAGE> 33

has a sales agreement with InterSecurities, Inc.; (c) any Trust, pension,
profit-sharing or other employee benefit plan of any of the foregoing persons or
entities; (d) current and retired directors, officers and employees of WRL
Series Fund, Inc. and any IDEX mutual fund, and any investment adviser or
investment sub-adviser thereto; and (e) any member of a family of any of the
foregoing (e.g., spouse, child, sibling, parent or parent-in-law). Western
Reserve may, on each Contract Anniversary, credit to the Contract's Fixed
Account additional amounts (in addition to the amounts otherwise credited under
the Contracts to all Owners) to reflect savings in Contract expenses.

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

1. The sum of all Net Purchase Payments allocated to the Fixed Account; plus

2. Any amounts transferred from a Sub-Account to the Fixed Account; plus

3. Total interest credited to the Fixed Account; minus

4. Any amounts withdrawn from the Fixed Account to pay for partial withdrawals;
minus

5. Any amounts transferred to a Sub-Account from the Fixed Account; minus

6. Any amounts charged to pay the Annual Contract Charge, premium tax, and
transfer charges, if any.

ALLOCATIONS, TRANSFERS AND PARTIAL WITHDRAWALS

Net Purchase Payments and transfers to the Fixed Account will be allocated to
the Fixed Account on the first Valuation Date on or following the date Western
Reserve receives the payment or transfer request at its Administrative Office,
except that any allocation of the initial Net Purchase Payment will take place
on the Contract Date.

Transfers may be made from the Fixed Account to a Sub-Account once each Contract
Year. The amount that may be transferred is currently the entire amount
available in the Fixed Account; however, Western Reserve reserves the right to
limit the amount available to be transferred to the greater of (a) 25% of the
amount in the Fixed Account, or (b) the amount transferred in the prior Contract
Year from the Fixed Account, unless Western Reserve consents otherwise. No
transfer charge will apply to transfers from the Fixed Account to a Sub-Account.
Amounts may be withdrawn from the Fixed Account for partial withdrawals and
Surrenders only upon written request and (other than for Surrenders) only with
Western Reserve's consent. Western Reserve further reserves the right to defer
payment of transfers, partial withdrawals, or Surrenders from the Fixed Account
for up to six months. In addition, Contract provisions relating to transfers,
partial withdrawals or Surrenders from the Series Account will also apply to the
Fixed Account. Dollar Cost Averaging may be done from the Fixed Account. (See
"THE CONTRACT-- ACCUMULATION PROVISIONS--Transfers to and from, and among
Allocation Options" on page 14.)

DISTRIBUTION OF THE CONTRACTS

The Contracts will be sold by individuals who, in addition to being licensed as
life insurance agents for Western Reserve, are also registered representatives
of InterSecurities, Inc. which has the same address as Western Reserve, an
affiliate of Western Reserve and the principal underwriter of the Contracts, or
of broker-dealers who have entered into written sales agreements with the
principal underwriter. InterSecurities, Inc. is registered with the SEC under
the Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. No amounts have been retained by InterSecurities,
Inc. for acting as principal underwriter for the Contracts. Broker-dealers will
generally receive sales commissions of up to 0.75% of Purchase Payments. In
addition, certain production, persistency and managerial bonuses may be paid.
Subject to applicable Federal and state laws and regulations, Western Reserve
may also pay compensation to banks and other financial institutions for their
services in connection with the sale and servicing of the Contracts. The level
of such compensation will not exceed that paid to broker-dealers for their sale
of the Contracts. The offering of Contracts will be made on a continuing basis.

VOTING RIGHTS
To the extent required by law, Western Reserve will vote the Fund shares held in
the Series Account at shareholder meetings of the Fund in accordance with
instructions received from persons having voting interests in the corresponding
Sub-Account of the Series Account. Except as required by the 1940 Act, the Fund
does not hold regular or special shareholder meetings. If the 1940 Act or any
regulation thereunder should be amended or if the present interpretation thereof
should change, and as a result Western Reserve determines that it is permitted
to vote the Fund shares in its own right, it may elect to do so.

The number of votes that an Owner has the right to instruct will be calculated
separately for each Sub-Account, and will be determined during the Accumulation
Period by dividing the portion of the Annuity Value in that Sub-Account by $100.
Fractional shares will be counted. After the Maturity Date, the number of votes
that an Annuitant has the right to instruct will be calculated based on the
liability for future variable annuity payments. This liability will be
calculated on the basis of the mortality assumptions used in determining the
number of units purchased by the Annuitant. Because this liability generally
declines as any Annuitant ages, the number of votes attributable to that
Annuitant will decrease over time.

The number of votes of the Portfolio that the Owner or Annuitant has the right
to instruct will be determined as of the date established by that Portfolio for
determining shareholders eligible to vote at the meeting of the Fund. Voting

27
<PAGE> 34

instructions will be solicited by written communications prior to such meeting
in accordance with procedures established by the Fund.

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

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

LEGAL PROCEEDINGS
There are at present no legal proceedings to which the Series Account is a party
or to which the assets of the Series Account are subject. Western Reserve is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Series Account. InterSecurities, Inc., the
Series Account's principal underwriter, is not presently a party to any legal
proceedings that are likely to have a material adverse effect upon its ability
to perform its contract with the Series Account.

STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information contains information and financial
statements relating to the Series Account and Western Reserve. The Table of
Contents of the Statement of Additional Information is set forth below:

1. Custodian

2. Independent Accountants

3. Legal Matters

4. Calculation of Performance Related Information

5. Addition, Deletion, and Substitution of Investments

6. Calculation of Variable Annuity Payments

7. Financial Statements

Inquiries and requests for a Statement of Additional Information should be
directed to Western Reserve Life Assurance Co. of Ohio, P.O. Box 9051,
Clearwater, Florida 34618-9051; telephone number (800) 851-9777.

WRL00028-05/96

28
<PAGE> 35

PART B

INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION

<PAGE> 36

WRL SERIES ANNUITY ACCOUNT

WRL FREEDOM BELLWETHER(R)
Flexible Payment Variable
Deferred Annuity Contract

issued by

Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, Florida 34640

Telephone: (800) 851-9777
(813) 585-6565

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a Prospectus and should be read
in conjunction with the WRL Freedom Bellwether(R) Prospectus, dated May 1,
1996, which is available without charge by contacting Western Reserve Life
Assurance Co. of Ohio ("Western Reserve") at P.O. Box 9051, Clearwater, Florida
34618-9051 or at the telephone number above.

May 1, 1996

WRL00029-05/96

<PAGE> 37

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Custodian............................................................................... 3
Independent Accountants................................................................. 3
Legal Matters........................................................................... 3
Calculation of Performance Related Information.......................................... 3
Addition, Deletion, and Substitution of Investments..................................... 6
Calculation of Variable Annuity Payments................................................ 6
Financial Statements.................................................................... 7
</TABLE>

2
<PAGE> 38

CUSTODIAN

The assets of WRL Series Annuity Account (the "Series Account") are held by
Western Reserve. The assets of the Series Account are kept physically segregated
and held apart from the general account and any other separate accounts of
Western Reserve. Western Reserve maintains records of all purchases and
redemptions of shares of the WRL Series Fund, Inc. (the "Fund"). Additional
protection for the assets of the Series Account is provided by a blanket bond
issued to AEGON U.S. Holding Corporation ("AEGON U.S.") in the amount of $5
million (subject to a $1 million deductible), covering all of the employees of
AEGON U.S. and its affiliates, including Western Reserve. A Stockbrokers Blanket
Bond, issued to AEGON U.S.A. Securities, Inc. provides additional fidelity
coverage to a limit of $11 million, subject to a $50,000 deductible.

INDEPENDENT ACCOUNTANTS

The accounting firm of Price Waterhouse LLP, independent accountants,
provided audit services to the Series Account for the year ended December 31,
1995. The principal business address of Price Waterhouse LLP is 1055 Broadway,
Kansas City, Missouri 64105. The accounting firm of Ernst & Young LLP,
independent auditors, provided audit services to Western Reserve for the year
ended December 31, 1995. The principal business address of Ernst & Young LLP is
801 Grand Avenue, Suite 3400, Des Moines, Iowa 50309-2764.

LEGAL MATTERS

Sutherland, Asbill & Brennan, Washington, D.C., has provided advice on
certain legal matters concerning Federal securities laws in connection with the
Contracts. All matters of Ohio law pertaining to the Contracts, including the
validity of the Contracts and Western Reserve's right to issue the Contracts
under Ohio insurance law, have been passed upon by Thomas E. Pierpan, Esq., Vice
President and Counsel of Western Reserve.

CALCULATION OF PERFORMANCE RELATED INFORMATION

A. Yield and Effective Yield Quotations for the Money Market Sub-Account

Yield - The yield quotation set forth in the Prospectus for the Money
Market Sub-Account is for the seven days ended on the date of the most recent
balance sheet of the Series Account included in the registration statement, and
is computed by determining the net change, exclusive of capital changes, in the
value of a hypothetical preexisting account having a balance of one unit in the
Money Market Sub-Account at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from Owner accounts, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and multiplying the base period return by (365/7)
with the resulting figure carried to at least the nearest hundredth of one
percent.

Effective Yield - The effective yield quotation for this Money Market
Sub-Account set forth in the Prospectus is for the seven days ended on the date
of the most recent balance sheet of the Series Account included in the
registration statement. The effective yield is computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing Sub-Account having a balance of one unit in the Money Market
Sub-Account at the beginning of the period. A hypothetical charge, reflecting
deductions from Owner accounts, is subtracted from the balance. The difference
is divided by the value of the Sub-Account at the beginning of the base period
to obtain the base period return, which is then

3
<PAGE> 39

compounded by adding 1. Next, the sum is raised to a power equal to 365 divided
by 7, and 1 is subtracted from the result. The following formula describes the
computation:
365/7
EFFECTIVE YIELD = (BASE PERIOD RETURN + 1) ) - 1

The effective yield is shown at least to the nearest hundredth of one
percent.

Hypothetical Charge - For purposes of the yield and effective yield
computations, the hypothetical charge reflects all fees and charges that are
charged to all Owner accounts in proportion to the length of the base period.
Such fees and charges include the $30 Annual Contract Charge, calculated on the
basis of an average Series Account Value per Contract of $ , which
converts that charge to an annual rate of % of the Series Account Value.
The yield and effective yield quotations do not reflect any deduction for
premium taxes or transfer charges that may be applicable to a particular
Contract. No fees or sales charges are assessed upon annuitization under the
Contracts, except premium taxes. Realized gains and losses from the sale of
securities, and unrealized appreciation and depreciation of assets held by the
Money Market Sub-Account and the Fund are excluded from the calculation of
yield.

B. Total Return and Yield Quotations for the Aggressive Growth, Emerging
Growth, Growth, Global, Balanced, Equity-Income, Bond,
Short-to-Intermediate Government, Utility, Tactical Asset Allocation,
Value Equity, C.A.S.E. Growth and Meridian/INVESCO Global Sector
Sub-Accounts

The total return quotations set forth in the Prospectuses for all of these
Sub-Accounts holding assets for the Contracts during the Accumulation Period are
average annual total return quotations for the one, five, and ten-year periods
(or, while a Sub-Account has been in existence for a period of less than one,
five or ten years, for such lesser period) ended on the date of the most recent
balance sheet of the Series Account and for the period from the date the
Sub-Accounts commenced operations until the aforesaid date. The quotations are
computed by determining the average annual compounded rates of return over the
relevant periods that would equate the initial amount invested to the ending
redeemable value, according to the following formula:

n
P(1 + T) = ERV

<TABLE>
<S> <C> <C> <C>
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the particular period of a hypothetical
$1,000 payment made at the beginning of the particular period.
</TABLE>

For purposes of the total return quotations for all of these Sub-Accounts, the
calculations take into account all fees that are charged to all Owner accounts
during the Accumulation Period. Such fees include the $30 Annual Contract
Charge, calculated on the basis of an average Series Account Value per Contract
of $ , which converts that charge to an annual rate of % of the
Series Account Value. The calculations also assume a complete redemption as of
the end of the particular period. The calculations do not reflect any deduction
for premium taxes or any transfer charges that may be applicable to a particular
Contract.

The yield quotations for all of these Sub-Accounts the accumulation period
set forth in the Prospectuses is based on the thirty-day period ended on the
date of the most recent balance sheet of the Series Account

4
<PAGE> 40

and are computed by dividing the net investment income per unit earned during
the period by the maximum offering price per unit on the last date of the
period, according to the following formula:

a-b 6
YIELD = 2[( cd + 1) - 1]

<TABLE>
<S> <C> <C>
Where: a = net investment income earned during the period by the corresponding Portfolio of
the Fund attributable to shares owned by the Sub-Account.
b = expenses accrued for the period (net of reimbursement).
c = the average daily number of units outstanding during the period.
d = the maximum offering price per unit on the last day of the period.
</TABLE>

For purposes of the yield quotations for all of the Sub-Accounts except the
Money Market Sub-Account, the calculations take into account all fees that are
charged to all Owner accounts during the Accumulation Period. Such fees include
the $30 Annual Contract Charge, calculated on the basis of an average Series
Account Value per Contract of $ , which converts that charge to an annual
rate of % of the Series Account Value. The calculations do not take into
account any premium taxes or any Transfer Charges.

Premium taxes currently range from 0% to 3.5% of Purchase Payments
depending upon the jurisdiction in which the Contract is delivered.

C. Other Performance Data

Western Reserve may from time to time disclose average annual total return
in non-standard formats and cumulative total return for Contracts funded by
these Sub-Accounts.

Western Reserve may from time to time also disclose in advertisements and
sales literature yields and non-standard total returns for the Sub-Accounts
(some of which do not include Contract and Series Account fees and charges)
including such disclosure for the Sub-Accounts for periods prior to the date the
Sub-Accounts commenced operations.

For periods prior to the date each Sub-Account commenced operations,
performance information will be calculated based on the performance of the
Fund's corresponding Portfolios that commenced operations prior to each
Sub-Account, and the assumption that each Sub-Account was in existence for the
same periods as those indicated for each respective Portfolio, with a level of
fees and charges approximately equal to those currently assessed against each
Sub-Account and the Contract. Non-standard performance data will only be
disclosed if the standard performance data for the required periods is also
disclosed.

D. Advertising and Sales Literature

From time to time Western Reserve may refer to the diversifying process of
asset allocation based on the Modern Portfolio Theory developed by Nobel Prize
winning economist Harry Markowitz. The basic assumptions of Modern Portfolio
Theory are the selection of individual investments has little impact on
portfolio performance, market timing strategies seldom work, markets are
efficient, and portfolio selection should be made among asset classes. Modern
Portfolio Theory allows an investor to determine an efficient portfolio
selection that will provide a higher return with the same risk or the same
return with lower risk.

When presenting the asset allocation process Western Reserve may outline
the process of personal and investment risk analysis including determining
individual risk tolerances and a discussion of the different types of investment
risk. Western Reserve may classify investors into four categories based on their
risk tolerance and will quote various industry experts on which types of
investments are best suited to each of the four risk categories. The industry
experts quoted may include Ibbotson Associates, CDA Investment Technologies,
Lipper Analytical Services and any other expert which has been deemed by the
Company to be appropriate. Western Reserve may also provide a historical
overview of the performance of a variety of investment market indices, the
performance of these indices over time, and the performance of different asset
classes, such as stocks, bonds, cash equivalents, etc. Western Reserve may also
discuss investment

5
<PAGE> 41

volatility including the range of returns for different asset classes and over
different time horizons, and the correlation between the returns of different
asset classes. Western Reserve may also discuss the basis of portfolio
optimization including the required inputs and the construction of efficient
portfolios using sophisticated computer-based techniques. Finally, Western
Reserve may describe various investment strategies and methods of
implementation, the periodic rebalancing of diversified portfolios, the use of
dollar cost averaging techniques, a comparison of the tax impact of purchase
payments made on a "before tax" basis through a tax-qualified plan with those
made on an "after tax" basis outside of a tax-qualified plan, and a comparison
of tax-deferred versus non tax-deferred accumulation of purchase payments.

ADDITION, DELETION, AND SUBSTITUTION OF INVESTMENTS

Western Reserve reserves the right, subject to compliance with applicable
law, to make additions to, deletions from or substitutions for the shares that
are held by the Series Account or that the Series Account may purchase. Western
Reserve reserves the right to eliminate the shares of any of the Portfolios of
the Fund and to substitute shares of another Portfolio of the Fund or of another
open-end registered investment company, if the shares of a Portfolio are no
longer available for investment, or if in Western Reserve's judgment further
investment in any Portfolio should become inappropriate in view of the purposes
of the Series Account. Western Reserve will not, however, substitute any shares
attributable to an Owner's interest in a Sub-Account without notice to and prior
approval of the Securities and Exchange Commission, to the extent required by
the Investment Company Act of 1940, as amended (the "1940 Act") or other
applicable law.

Western Reserve also reserves the right to establish additional
Sub-Accounts, each of which would invest in a new Portfolio of the Fund, or in
shares of another investment company, with a specified investment objective. New
Sub-Accounts may be established when, in the sole discretion of Western Reserve,
marketing, tax or investment conditions warrant, and any new Sub-Accounts will
be made available to existing Owners on a basis to be determined by Western
Reserve. Western Reserve may also eliminate one or more Sub-Accounts if, in its
sole discretion, marketing, tax or investment conditions warrant.

In the event of any such substitution or change, Western Reserve may by
appropriate endorsement make such changes in the Contracts and other annuity
contracts as may be necessary or appropriate to reflect such substitution or
change. If deemed by Western Reserve to be in the best interests of persons
having voting rights under the Contracts, the Series Account may be operated as
a management company under the 1940 Act, or, subject to any required approval,
it may be deregistered under that Act in the event such registration is no
longer required.

Western Reserve reserves the right to change the investment objective of
any Sub-Account. Additionally, if required by law or regulation, Western Reserve
will not materially change an investment objective of the Series Account or of a
Portfolio designated for a Sub-Account unless a statement of the change is filed
with and approved by the appropriate insurance official of the state of Western
Reserve's domicile or deemed approved in accordance with such law or regulation.

CALCULATION OF VARIABLE ANNUITY PAYMENTS

Under a Series Account annuity option, the Owner applies his or her Annuity
Proceeds (or a portion thereof) on the Maturity Date to one or more of the
fourteen Sub-Accounts designated to support annuity payments by purchasing units
issued in connection with each Sub-Account selected by the Owner. The Annuity
Unit Value of any Sub-Account will increase or decrease in accordance with the
investment experience of that Sub-Account. The Annuity Unit Value of any
Sub-Account at the end of a Valuation Period is equal to the product of (a) the
Annuity Unit Value for that Sub-Account at the end of the immediately preceding
Valuation Period, multiplied by (b) the net investment factor for that
Sub-Account for the Valuation Period, multiplied by (c) the "assumed investment
return adjustment factor" for the Valuation Period.

6
<PAGE> 42

The "assumed investment return adjustment factor" for a Valuation Period is
the product of discount factors of .99986634 per day, and is designed to
recognize the 5% effective annual assumed investment return.

The net investment factor used to calculate the Annuity Unit Value in each
Sub-Account for the Valuation Period is equal to (a) the net result of (1) the
net asset value of a Fund share held in that Sub-Account determined as of the
end of the current Valuation Period; plus (2) the per share amount of any
dividend or capital gain distributions made by the Fund for shares held in that
Sub-Account if the ex-dividend date occurs during the Valuation Period; plus or
minus (3) a per share charge or credit for any taxes reserved for, which Western
Reserve determines to have resulted from the investment operations of the
Sub-Account; divided by (b) the net asset value of a Fund share held in the
Sub-Account determined as of the end of the immediately preceding Valuation
Period; minus (c) a factor representing the mortality and expense risk charge
and administrative charge. This factor is equal, on an annual basis, to 1.40% of
the daily net asset value of a Fund share held in the Series Account for the
Sub-Account.

DETERMINATION OF THE FIRST VARIABLE PAYMENT. The amount of the first
variable payment is determined by multiplying the Annuity Proceeds times the
appropriate rate for the variable option selected. The rates are based on the
Society of Actuaries 1983 Individual Mortality Table A with projection and a 5%
effective annual assumed investment return and assuming a Maturity Date in the
year 2000. Gender based mortality tables will be used unless prohibited by law.

The amount of the first payment depends upon the adjusted age of the
Annuitant. The adjusted age is the Annuitant's actual age nearest birthday at
the Maturity Date, adjusted as follows:

<TABLE>
<CAPTION>
Maturity Date Adjusted Age
- ------------- -------------------
<C> <S>
Before 2001 Actual Age
2001 - 2010 Actual Age minus 1
2011 - 2020 Actual Age minus 2
2021 - 2030 Actual Age minus 3
2031 - 2040 Actual Age minus 4
</TABLE>

After the year 2040 as determined by Western Reserve.

DETERMINATION OF SUBSEQUENT VARIABLE PAYMENTS. The amount of variable
annuity payments after the first will increase or decrease according to the
Annuity Unit Value which reflects the investment experience of the selected
Sub-Account(s). Each variable annuity payment after the first will be equal to
the number of units attributable to the Contract in each selected Sub-Account
multiplied by the Annuity Unit Value of that Sub-Account on the date the payment
is processed. The number of such units is determined by dividing the first
payment allocated to that Sub-Account by the Annuity Unit Value of that
Sub-Account on the date the first annuity payment is processed.

FINANCIAL STATEMENTS

The financial statements of Western Reserve which are included in this
Statement of Additional Information should be considered only as bearing on the
ability of Western Reserve to meet its obligations under the Contracts. They
should not be considered as bearing on the investment performance of the assets
held in the Series Account.

Financial Statements for Western Reserve for the years ended December 31,
1995, 1994 and 1993 have been prepared on the basis of statutory accounting
principles, rather than generally accepted accounting principles ("GAAP").

7
<PAGE> 43

INDEX TO FINANCIAL STATEMENTS

WRL SERIES ANNUITY ACCOUNT:

Report of Independent Accountants dated January 31, 1996

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

Statement of operations for the year ended December 31, 1995 and statement
of changes in equity accounts for the years ended December 31, 1993 and
1994

Notes to financial statements

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO:

Report of Independent Auditors dated

Statutory-Basis balance sheet at December 31, 1995 and 1994

Statutory-Basis statement of operations for the years ended December 31,
1995, 1994 and 1993

Statutory-Basis statement of capital and surplus for the years ended
December 31, 1995, 1994 and 1993

Statutory-Basis statement of cash flows for the years ended December 31,
1995, 1994 and 1993

Notes to Statutory-Basis financial statements

Statutory-Basis Financial Statement Schedules

8
<PAGE> 44

WRL Series Annuity Account

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

The financial statements for the WRL Series Annuity
Account and for Western Reserve Life Assurance Co. of
Ohio ("Western Reserve") will be included in a future
Amendment.

(b) Exhibits

(1) Copy of resolution of the Board of Directors
of Western Reserve establishing the Series
Account. (1)

(2) Not Applicable.

(3) Distribution of Contracts

(a) Form of Master Service and
Distribution Compliance Agreement.
(5)
(b) Form of Broker/Dealer Supervisory
and Service Agreement. (2)
(c) Form of Broker/Dealer Supervisory
and Service Agreement. (8)

(4) (a) Specimen Flexible Payment Variable
Accumulation Deferred Annuity
Contract. (7)
(b) Contract Loan Endorsements. (9)
(c) (i) Other Endorsements. (9)
(ii) Form of Other Endorsements.
(9)
(d) Tax Sheltered Annuity Endorsements.
(10)
(e) Endorsement (Form END00117-04/95).
(10)

(5) Form of Application for Flexible Payment
Variable Accumulation Deferred Annuity
Contract. (7)

(6) (a) Copy of Second Amended Articles of
Incorporation of Western Reserve.
(3)
(b) Copy of Amended Code of Regulations
of Western Reserve. (5)

(7) Not Applicable.

(8) Not Applicable.

(9) Opinion and Consent of William H. Geiger,
Esq. as to Legality of Securities Being
Registered. (8)

C-1
<PAGE> 45

(10) (a) Written Consent of Sutherland,
Asbill & Brennan. (11)
(b) Written Consent of Ernst & Young
LLP. (11)
(c) Written Consent of Price Waterhouse
LLP. (11)

(11) Not Applicable.

(12) Not Applicable.

(13) Schedules for Computation of Performance
Quotations (9)

(14) Powers of Attorney.

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

(1) This exhibit was previously filed on Form N-4 dated October 11,
1988 (File No. 33-24856) and is incorporated herein by
reference.

(2) This exhibit was previously filed on Pre-Effective Amendment
No. 1 to the Form S-6 Registration Statement dated December 19,
1989 (File No. 33-31140) and is incorporated herein by
reference.

(3) This exhibit was previously filed on Post-Effective Amendment
No. 1 to the Form N-4 Registration Statement dated May 1, 1989
(File No. 33-24856) and is incorporated herein by reference.

(4) This exhibit was previously filed on Post-Effective Amendment
No. 2 to the Form N-4 Registration Statement dated May 1, 1990
(File No. 33-24856) and is incorporated herein by reference.

(5) This exhibit was previously filed on Post-Effective Amendment
No. 3 to the Form N-4 Registration Statement dated March 1,
1991 (File No. 33-24856) and is incorporated herein by
reference.

(6) This exhibit was previously filed on Post-Effective Amendment
No. 4 to the Form N-4 Registration Statement dated May 1, 1991
(File No. 33-24856) and is incorporated herein by reference.

(7) This exhibit was previously filed on the Form N-4 Registration
Statement dated July 10, 1992 (File No. 33-49556) and is
incorporated herein by reference.

(8) This exhibit was previously filed on Pre-Effective Amendment
No. 1 to the Form N-4 Registration Statement dated October 2,
1992 (File No. 33-49556) and is incorporated herein by
reference.

(9) This exhibit was previously filed on Post-Effective Amendment
No. 1 to the Form N-4 Registration Statement dated April 28,
1993 (File No. 33-49556) and is incorporated herein by
reference.

(10) This exhibit was previously filed on Post-Effective Amendment
No. 4 to the Form N-4 Registration Statement dated April 25,
1995 (File No. 33-49550) and is incorporated herein by
reference.

(11) To be filed by Amendment.

C-2
<PAGE> 46

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Principal Position and Offices
Name Business Address with Depositor
---- ---------------- --------------------
<S> <C> <C>
John R. Kenney (1) Chairman of the Board,
Chief Executive Officer
and President

Patrick S. Baird 4333 Edgewood Rd. N.E. Director
Cedar Rapids, Iowa 52499

Lyman H. Treadway 30195 Chagrin Boulevard Director
Suite 210N
Cleveland, OH 44124

Jack E. Zimmerman 507 St. Michel Circle Director
Kettering, Ohio 45429

Alan M. Yaeger (1) Executive Vice
President, Actuary and
Chief Financial Officer

G. John Hurley (1) Executive Vice
President

William H. Geiger (1) Senior Vice President,
Secretary and
General Counsel

Richard B. Franz, II (1) Senior Vice President
and Treasurer

Allan J. Hamilton (1) Vice President and
Controller
</TABLE>
- ----------------------------------

(1) 201 Highland Avenue, Largo, Florida 34640

ITEM 26. Persons Controlled By Or Under Common Control With The Depositor Or
Registrant.

VERENGING AEGON Netherlands Membership Association

AEGON n.v. Netherlands Corporation (55.19%)

AEGON Netherland n.v. Netherlands Corporation (100%)

AEGON Nevark Holding B.V. Netherlands Corporation (100%)

Groninger Financieringen B.V. Netherlands Corporation (100%)

C-3
<PAGE> 47

AEGON International B.V. Netherlands Corporation (100%)

Voting Trust - (Trustees - K.J. Storm, William H. Foster, H.B. Van Wijk)

AEGON U.S. Holding Corporation (DE) (100%)
Short Hills Management Company (NJ) (100%)
CORPA Reinsurance Company (NY) (100%)
AEGON Management Company (IN) (100%)
RCC North America Inc. (DE) (100%)

AEGON USA, Inc. - Holding Co. (IA) (100%
First AUSA Life Insurance Company - Insurance Holding Co. (MD) (100%)
AUSA Life Insurance Company, Inc. - Insurance (NY) (100%)
Life Investors Insurance Company of America - Insurance (IA) (100%)
International Life Investors Insurance Company - Insurance
(NY) (100%)
Bankers United Life Assurance Company - Insurance (IA) (100%)
PFL Life Insurance Company - Insurance (IA) (100%)
Southwest Equity Life Insurance Company - Insurance (AZ) (100% Voting
Common)
Iowa Fidelity Life Insurance Company - Insurance (AZ) (100% Voting
Common)
Western Reserve Life Assurance Company of Ohio - Insurance (OH) (100%)
WRL Series Fund, Inc. - Mutual fund (MD)
Monumental Life Insurance Company - Insurance (MD) (100%)
Monumental General Casualty Company - Insurance (MD) (100%)
United Financial Services, Inc. - General Agency (MD) (100%)
Bankers Financial Life Insurance Company - Insurance (AZ)
The Whitestone Corporation - Insurance agency (MD) (100%)
Cadet Holding Corp. - Holding company (IA) (100%)

AUSA Holding Company - Holding company (MD) (100%)
Monumental General Insurance Group, Inc. - Holding company (MD)
(100%)
Monumental General Administrators, Inc. - Provides management
services to unaffiliated third party administrator (MD)
(100%)
Executive Management and Consultant Services, Inc. - Provides
actuarial consulting services (MD) (100%)
Monumental General Mass Marketing, Inc. - Marketing arm for sale
of mass marketed insurance coverages (MD) (100%)
AUSA Financial Markets, Inc. - Marketing (IA) (100%)
Universal Benefits Corporation - Third party administrator (IA) (100%)
Investors Warranty of America, Inc. - Provider of automobile extended
maintenance contracts (IA) (100%)
Massachusetts Fidelity Trust Company - Trust company (IA) (100%)
Money Services, Inc. - Provides financial counseling for employees and
agents of affiliated companies (DE) (100%)
Zahorik Company, Inc. - Broker-dealer (CA) (100%)
ZCI, Inc. (AL) (100%)
Intersecurities, Inc. - Broker-dealer (DE) (100%)
ISI Insurance Agency Inc. & its Subsidiaries - Insurance
agency (CA) (100%)
Associated Mariner Financial Group, Inc. - Holding company
management services (MI) (100%)
Mariner Financial Services, Inc. - Broker/Dealer (MI)
(100%)
Mariner/ISI Planning Corporation - Financial planning
(MI) (100%)
Associated Mariner Agency, Inc. and its Subsidiaries-
Insurance agency (MI) (100%)
Mariner Mortgage Corporation - Mortgage origination (MI)
(100%)
Idex Investor Services, Inc. - Shareholder services (FL) (100%)

C-4
<PAGE> 48

Idex Management, Inc. - Investment advisor (DE) (50%)
Idex Fund - Mutual fund (MA)
Idex II Series Fund - Mutual fund (MA)
Idex Fund 3 - Mutual fund (MA)
Transunion Casualty Company - Insurance (IA) (100%)
AUSA Institutional Marketing Group, Inc. - Insurance agency (MN) (100%)
Colorado Annuity Agency, Inc. - Insurance agency (MN) (100%)
Diversified Investment Advisors, Inc. - Registered investment advisor
(DE) (100%)
Diversified Investors Securities Corporation - Broker-dealer (DE)
(100%)
AEGON USA Securities, Inc. - Broker-dealer (IA) (100%)
AEGON USA Managed Portfolios, Inc. - Mutual fund (MD)
American Forum for Fiscal Fitness, Inc. - Marketing (IA) (100%)
Supplemental Insurance Division, Inc. - Insurance (TN) (100%)
Creditor Resources, Inc. - Credit insurance (MI) (100%)
CRC Creditor Resources Canadian Dealer Network Inc. - Insurance
agency (Canada)
AEGON USA Investment Management, Inc. - Investment advisor (IA) (100%)
AEGON USA Realty Advisors, Inc. - Provides real estate administrative and
real estate investment services (IA) (100%)
Melson & Associates, Inc. - Real estate financial management
consulting (TX) (100%)
Landauer Realty Advisors, Inc. - Real estate counseling (IA) (100%)
Landauer Associates, Inc. - Real estate counseling (DE) (100%)
AEGON USA Realty Management, Inc. - Real estate management (IA)
(100%)
Realty Information Systems, Inc. - Information systems for real
estate investment management (IA) (100%)
USP Real Estate Investment Trust - Real estate investment trust (IA)
Cedar Income Fund Ltd. - Real estate investment trust (IA)
Forty-Six Hundred Limited Partnership - Limited partnership (IA)

JLW Financial Management Systems, Inc. - Provides management expertise and
administrative services for credit unions (IN) (60%)

Item 27. Number of Contractowners.

As of April 1, 1996, ___ non-qualified contracts and ____ qualified contracts
were In Force.

Item 28. 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,

C-5
<PAGE> 49

employee, or agent of another corporation (including a subsidiary of this
corporation), domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, or other enterprise, against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendre or its equivalent, shall not, of itself create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

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

(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-6
<PAGE> 50

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

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

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

(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent
to cause injury to the corporation or undertaken with reckless disregard for
the best interests of the corporation;

(ii) 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

C-7
<PAGE> 51

section. Insurance may be purchased from or maintained with a person in
which the corporation has a financial interest.

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

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

Second Amended Articles of Incorporation of Western Reserve

ARTICLE EIGHTH

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

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

C-8
<PAGE> 52

fairly and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper.

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

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

(5) Expenses, including attorneys' fees incurred in defending any
action, suit, or proceeding referred to in sections (1) and (2) of this
article, may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as authorized by the directors in the
specific case upon receipt of a written undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such amount, unless it
shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this article. If a majority vote of a quorum of
disinterested directors so directs by resolution, said written undertaking
need not be submitted to the corporation. Such a determination that a written
undertaking need not be submitted to the corporation shall in no way affect
the entitlement of indemnification as authorized by this article.

(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

C-9
<PAGE> 53

who is or was a director, officer, employee, or agent of such a constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, trustee, officer, employee or agent of another
corporation (including a subsidiary of this corporation), domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other
enterprise shall stand in the same position under this article with respect to
the new or surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.

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

Amended Code of Regulations of Western Reserve

ARTICLE V

Indemnification of Directors and Officers

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

Rule 484 Undertaking

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of Western Reserve pursuant to the foregoing provisions or otherwise, Western
Reserve 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 Western
Reserve of expenses incurred or paid by a director, officer or controlling
person of Western Reserve 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, Western Reserve 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 of
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.

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<PAGE> 54

Item 29. Principal Underwriter

(a) InterSecurities, Inc. ("ISI"), formerly known as IDEX
Distributors, Inc. and before that, as Pioneer
Western Distributors, Inc., currently distributes
securities of WRL Series Life Account and the mutual
funds managed by IDEX Management, Inc., an affiliate
of ISI.
(b) Directors and Officers of ISI

<TABLE>
<CAPTION>
Principal Position and Offices
Name Business Address with Underwriter
---- ---------------- --------------------
<S> <C> <C>
John R. Kenney (1) Chairman of the Board

J. Will Paull 17199 N. Laurel Park Dr. Director
Livonia, MI 48152-3908

G. John Hurley (1) Director, President
and Chief Executive
Officer

Thomas R. Moriarty (1) Senior Vice President

Donald L. Cudney (1) Senior Vice President

William H. Geiger (1) Secretary and Director

Richard B. Franz, II (1) Treasurer
</TABLE>

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

(1) 201 Highland Avenue, Largo, Florida 34640

Not Applicable

Item 30. Location of Accounts and Records

All accounts, books, or other documents required to be
maintained by Section 31(a) of the 1940 Act and the rules
promulgated thereunder are maintained by the Registrant
through Western Reserve, 201 Highland Avenue, Largo, Florida
34640.

Item 31. Management Services

Not Applicable

Item 32. Undertakings

Not Applicable

C-11
<PAGE> 55

Item 33. Section 403(b)(11) Representation

Registrant represents that in connection with its offering of
Contracts as funding vehicles for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code of
1986, Registrant is relying on the no-action letter issued by
the Office of Insurance Products and Legal Compliance,
Division of Investment Management, to the American Council of
Life Insurance dated November 28, 1988 (Ref. No. IP-6-88), and
that the provisions of paragraphs (1) - (4) thereof have been
complied with.

Texas ORP Representation

The Registrant intends to offer Contracts to participants in
the Texas Optional Retirement Program. In connection with
that offering, the Registrant is relying on Rule 6c-7 under
the Investment Company Act of 1940 and is complying with, or
shall comply with, paragraphs (a) - (d) of that Rule.

C-12
<PAGE> 56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 5 to its Registration Statement to be signed on
its behalf by the undersigned, thereunder duly authorized, in the City of
Largo, State of Florida, on this 26th day of February, 1996.

WRL SERIES ANNUITY ACCOUNT
(Registrant)

By: /s/ John R. Kenney
-------------------------------
John R. Kenney, Chairman of the
Board, President and Chief
Executive Officer of Western
Reserve Life Assurance Co. of
Ohio

WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO
(Depositor)

By: /s/ John R. Kenney
-------------------------------
John R. Kenney, Chairman of
the Board, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John R. Kenney Chairman of the Board, February 26, 1996
- ------------------------ President and Chief
John R. Kenney Executive Officer
(Principal Executive
Officer)

/s/ Richard B. Franz II Senior Vice President February 26, 1996
- ------------------------ and Treasurer
Richard B. Franz II

/s/ Alan M. Yaeger Executive Vice President, February 26, 1996
- ---------------------- Actuary & Chief Financial
Alan M. Yaeger Officer

</TABLE>

<PAGE> 57

<TABLE>
<S> <C> <C>
/s/ Allan J. Hamilton Vice President February 26, 1996
- ------------------------- and Controller
Allan J. Hamilton

/s/ Patrick S. Baird Director February 26, 1996
- -------------------------
Patrick S. Baird(*)

/s/ Lyman H. Treadway Director February 26, 1996
- -------------------------
Lyman H. Treadway(*)

/s/ Jack E. Zimmerman Director February 26, 1996
- -------------------------
Jack E. Zimmerman(*)

(*)/s/ Thomas E. Pierpan
- ---------------------------
Signed by Thomas E. Pierpan
As Attorney-in-fact
</TABLE>