WRL SERIES ANNUITY ACCOUNT
497, 1997-01-03
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WRL 
FREEDOM 
ATTAINER/REGISTERED TRADEMARK/ 
Flexible Payment 
Variable Accumulation 
Deferred Annuity 
Contract 

                             WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO 
                             201 HIGHLAND AVENUE 
                             LARGO, FLORIDA 33770 
                             (800) 851-9777 
                             (813) 585-6565 

                             This Prospectus describes the WRL Freedom
                             Attainer/registered trademark/ Variable Annuity
                             (the "Contract"), a tax deferred variable annuity
                             contract issued by Western Reserve Life Variable
                             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 sixteen 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 sixteen investment portfolios of
                             the Fund are: the Aggressive Growth Portfolio, the
                             Emerging Growth Portfolio, the Growth Portfolio,
                             the Global Portfolio, the Balanced Portfolio, the
                             Equity-Income Portfolio, the Bond Portfolio, the
                             Short-to-Intermediate Government Portfolio, the
                             Utility Portfolio, the Money Market Portfolio, the
                             Tactical Asset Allocation Portfolio, the Value
                             Equity Portfolio, the C.A.S.E. Growth Portfolio,
                             the Global Sector Portfolio, the International
                             Equity Portfolio and the U.S. Equity Portfolio.

                             
PROSPECTUS DATED             This Prospectus sets forth information about the
May 1, 1996, as Supplemented Contract that a prospective investor should know
January 1, 1997              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, as
                             supplemented January 1, 1997, 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
                             page 28.

                             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.

                             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 MUST BE ACCOMPANIED BY THE CURRENT
                             PROSPECTUS FOR THE WRL SERIES FUND, INC. CERTAIN
                             PORTFOLIOS MAY NOT BE AVAILABLE IN ALL STATES. ALL
                             PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE
                             REFERENCE.

<PAGE>

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 ...........................       7 
OTHER PERFORMANCE DATA ............................................       8 
PUBLISHED RATINGS .................................................       9 
WESTERN RESERVE, THE SERIES ACCOUNT, AND THE FUND  ................      10 
  /bullet/ Western Reserve Life Assurance Co. of Ohio .............      10 
  /bullet/ WRL Series Annuity Account .............................      10 
  /bullet/ WRL Series Fund, Inc ...................................      10 
CHARGES AND DEDUCTIONS ............................................      12 
  /bullet/ Withdrawal Charge ......................................      12 
  /bullet/ Transfer Charge ........................................      13 
  /bullet/ Mortality and Expense Risk Charge ......................      13 
  /bullet/ Annual Contract Charge .................................      13 
  /bullet/ Administrative Charge ..................................      13 
  /bullet/ Premium Taxes ..........................................      13 
  /bullet/ Deductions for Other Taxes .............................      14 
  /bullet/ Expenses of the Fund ...................................      14 
THE CONTRACT ......................................................      14 
  ACCUMULATION PROVISIONS .........................................      14 
  /bullet/ Purchase Payments ......................................      14 
  /bullet/ Net Purchase Payments ..................................      15 
  /bullet/ Accumulation Unit Value ................................      15 
  /bullet/ Experience Factor ......................................      15 
  /bullet/ Computing Sub-Account Value ............................      15 
  /bullet/ Transfers to and from, and among Allocation Options  ...      15 
  /bullet/ Dollar Cost Averaging ..................................      16 
  /bullet/ Asset Rebalancing Program ..............................      16 
  /bullet/ Partial Withdrawals and Surrenders .....................      17 
  /bullet/ Contract Loans For 401(a), 401(k), and 403(b) Contracts       18 
  /bullet/ Death Benefits during the Accumulation Period  .........      19 
  ANNUITY PROVISIONS ..............................................      20 
  /bullet/ Maturity Date and Selection of Annuity Options  ........      20 
  /bullet/ Fixed Account Annuity Options ..........................      21 
  /bullet/ Series Account Annuity Options .........................      21 
  /bullet/ Death Benefits after the Maturity Date .................      21 
  /bullet/ Improved Annuity Rates .................................      22 
  /bullet/ Proof of Age, Sex, and Survival ........................      22 
OTHER MATTERS RELATING TO THE CONTRACT ............................      22 
  /bullet/ Changes in Purchase Payments ...........................      22 
  /bullet/ Right To Examine Contract ..............................      22 
  /bullet/ Contract Payments ......................................      22 
  /bullet/ Ownership ..............................................      22 
  /bullet/ Annuitant ..............................................      22 
  /bullet/ Beneficiary ............................................      22 
  /bullet/ Modification or Waiver .................................      23 
FEDERAL TAX MATTERS ...............................................      23 
  /bullet/ Introduction ...........................................      23 
  /bullet/ Company Tax Status .....................................      23 
  /bullet/ Taxation of Annuities ..................................      23 
  /bullet/ Qualified Plans ........................................      25 
THE FIXED ACCOUNT .................................................      26 
  /bullet/ Minimum Guaranteed and Current Interest Rates  .........      27 
  /bullet/ Fixed Account Value ....................................      27 
  /bullet/ Allocations, Transfers and Partial Withdrawals  ........      27 
DISTRIBUTION OF THE CONTRACTS .....................................      27 
VOTING RIGHTS .....................................................      27 
LEGAL PROCEEDINGS .................................................      28 
STATEMENT OF ADDITIONAL INFORMATION ...............................      28 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

DEFINITIONS OF SPECIAL TERMS 

<S>                        <C>
ACCUMULATION PERIOD        The period between the Contract Date and the Maturity Date while the Contract is In Force. 

ACCUMULATION UNIT          An accounting unit of measure used to calculate Sub-Account values during the Accumulation 
  VALUE                    Period. 

ADMINISTRATIVE OFFICE      Western Reserve's administrative office for variable annuity products, the address of which 
                           is P.O. Box 9051, Clearwater, Florida 34618-9051. 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                 The person named in the application, or subsequently designated, to become the new Beneficiary 
  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               The Purchase Payment less any applicable premium taxes. 
  PAYMENT 

NON-QUALIFIED              Contracts issued other than in connection with retirement plans. Non-Qualified Contracts 
   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. 
</TABLE>

                                        1

<PAGE>

<TABLE>
<CAPTION>

DEFINITIONS OF SPECIAL TERMS (CONTINUED) 

<S>                       <C>
PORTFOLIO                 A separtate investment portfolio of the Fund. 

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        WRL Series Annuity Account, a separate investment account composed of several Sub-Accounts 
  SEPARATE ACCOUNT)       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. Other 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>

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 14 and 
"--ANNUITY PROVISIONS" on page 20.) (For information about tax status, see 
"FEDERAL TAX MATTERS" on pages 23-26.) 

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 
22.) 

THE FUND 

The underlying variable investments for the Contracts are shares of several 
of the Portfolios of the Fund, namely: the Aggressive Growth Portfolio, the 
Emerging Growth Portfolio, the Growth Portfolio, the Global Portfolio, the 
Balanced Portfolio, the Equity-Income Portfolio, the Bond Portfolio, the 
Short-to-Intermediate Government Portfolio, the Utility Portfolio, the Money 
Market Portfolio, the Tactical Asset Allocation Portfolio, the Value Equity 
Portfolio, the C.A.S.E. Growth Portfolio, the Global Sector Portfolio, the 
International Equity Portfolio and the U.S. Equity 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 10.) 

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 
for Non-Qualified Contracts must be at least $5,000; however, a minimum 
initial Purchase Payment of $1,000 is allowed provided the application 
reflects anticipated additional monthly periodic Purchase Payments of at 
least $100, via electronic funds transfer from the Owner's bank account. For 
Individual Retirement Annuities ("IRAs"), the minimum initial Purchase 
Payment is $1,000. For Qualified Contracts other than IRAs, the minimum 
initial Purchase Payment is $50. For all Contracts, 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 14.) 

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 $10,000. (See "THE 
CONTRACT--Partial Withdrawals and Surrenders" on page 17.) 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 24.) 

WITHDRAWAL CHARGE 

No deductions for sales expenses are made from Purchase Payments. A 
Withdrawal Charge, which is a contingent deferred sales charge, may, however, 
be assessed against Annuity Value when partially withdrawn or surrendered. 

The length of time from receipt of a Purchase Payment to the time of a 
partial withdrawal or Surrender of that Purchase Payment determines whether 
the Withdrawal Charge will be deducted. The charge is a percentage of the 
amount of each Purchase Payment partially withdrawn or surrendered within 
five years of its payment. Purchase Payments are considered withdrawn or 
surrendered on a first-in, first-out basis and Contract value in excess of 
aggregate Purchase Payments is considered withdrawn or surrendered before any 
Purchase Payments. The charge is as follows: 

                  NUMBER OF YEARS 
                FROM RECEIPT OF EACH 
CHARGE            PURCHASE PAYMENT 
- ------          --------------------
6%                       0-2 
4%                       3 
3%                       4 
2%                       5 
0%                       Over 5 

For the first withdrawal or series of Systematic Partial Withdrawals during 
each Contract Year, the Withdrawal Charge is waived for the first 10% of the 
Annuity Value that otherwise would be subject to the Withdrawal Charge. No 
Withdrawal Charge will be assessed if Annuity Values are applied to any 
annuity option under the Contract. (See "CHARGES AND DEDUCTIONS--Withdrawal 
Charge" on page 12.) Additionally, a 10% penalty tax under Code Section 72(q) 
is currently imposed on partial withdrawals or Surrenders from Non-Qualified 
Contracts if such partial withdrawals or Surrenders are made prior to age 59-1/2
and other exceptions do not apply. (See "FEDERAL TAX MATTERS" on page 23.) 

MORTALITY AND EXPENSE RISK CHARGE 

For assuming mortality and expense risks under the Contracts, during the 
Accumulation Period, Western Reserve imposes a 1.10% per annum charge against 
all Annuity Value held in the Series Account. After the Maturity Date, the 
charge will equal 1.25% per annum of all Annuity 

                                        3

<PAGE>

Value held in the Series Account. (See "CHARGES AND DEDUCTIONS--Mortality and 
Expense Risk Charge" on page 13.) 

ANNUAL CONTRACT CHARGE 

An Annual Contract Charge of $30 is deducted annually on each Contract 
Anniversary. (See "CHARGES AND DEDUCTIONS--Annual Contract Charge", page 13.) 

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 13.) 

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 13.) 

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 10 
and the Prospectus for the Fund.) 

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. 

OWNER TRANSACTION EXPENSES 
 Sales Load Imposed on Purchases ...............  None 
 Maximum Withdrawal Charge 
  (as a % of each Purchase Payment surrendered 
  or partially withdrawn received within the 
  previous 5 years) ............................  6% 
 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 account value) 

DURING ACCUMULATION PERIOD 
 Mortality and Expense Risk Charge .............  1.10% 
 Other Account Fees and Expenses (See 
  "Administrative Charge," page 13) ............  0.15% 
 Total Separate Account Annual Expenses  .......  1.25% 

AFTER ACCUMULATION PERIOD 
 Mortality and Expense Risk Charge .............  1.25% 
 Other Account Fees and Expenses 
  (See "Administrative Charge," page 19)  ......  0.15% 
 Total Separate Account Annual Expenses  .......  1.40% 

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

FUND ANNUAL EXPENSES* (as a % of Fund average net assets) 

<TABLE>
<CAPTION>
                                AGGRESSIVE   EMERGING                                           GLOBAL                    C.A.S.E. 
                                  GROWTH      GROWTH       GROWTH      GLOBAL     BALANCED      SECTOR     VALUE EQUITY    GROWTH 
                                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%        1.10%        0.80%          0.80% 
Other Expenses (after
  reimbursement)                   0.12%       0.11%        0.06%       0.19%       0.17%        0.20%        0.20%          0.20% 
TOTAL Fund Annual Expenses ...     0.92%       0.91%        0.86%       0.99%       0.97%        1.30%        1.00%          1.00% 
</TABLE>

<TABLE>
<CAPTION>
                                         SHORT-TO-                                         TACTICAL
                                        INTERMEDIATE    EQUITY-                MONEY        ASSET      INTERNATIONAL
                               BOND      GOVERNMENT     INCOME     UTILITY     MARKEY     ALLOCATION      EQUITY       U.S. EQUITY 
                             PORTFOLIO   PORTFOLIO    PORTFOLIO   PORTFOLIO   PORTFOLIO   PORTFOLIO     PORTFOLIO**     PORTFOLIO**
                             ---------  ------------  ---------   ---------   ---------   ----------   -------------   ------------
<S>                          <C>        <C>           <C>         <C>         <C>         <C>          <C>              <C>
Management Fees ............   0.50%        0.60%        0.80%       0.75%      0.40%        0.80%        1.00%            0.80% 
Other Expenses (after
  reimbursement)               0.11%        0.18%        0.07%       0.25%      0.06%        0.13%        0.30%            0.25% 
Total Fund Annual Expenses .   0.61%        0.78%        0.87%       1.00%      0.46%        0.93%        1.30%            1.05% 
<FN>
- --------------
 * Effective January 1, 1997, the Fund has adopted a Plan of Distribution 
   pursuant to Rule 12B-1 under the 1940 ACT ("Distribution Plan") and 
   pursuant to the Plan, has entered into a Distribution Agreement with 
   InterSecurities, Inc. ("ISI"), principal underwriter for the Fund. Under 
   the Distribution Plan, the Fund, on behalf of the Portfolios, is 
   authorized to pay to various service providers, as direct payment for 
   expenses incurred in connection with the distribution of a Portfolio's 
   shares, amounts equal to actual expenses associated with distributing a 
   Portfolio's shares, up to a maximum rate of 0.15% (fifteen one-hundreths 
   of one percent) on an annualized basis of the average daily net assets. 
   This fee is measured and accrued daily and paid monthly. ISI has 
   determined that it will not seek payment by the Fund of distribution 
   expenses with respect to any Portfolio during the fiscal year ending 
   December 31, 1997. Prior to ISI'S seeking reimbursement, Policyowners will 
   be notified in advance. 

** Because the Value Equity and Global Sector Portfolios commenced operations 
   on May 1, 1996, and the International Equity and U.S. Equity Portfolios 
   will commence operations on January 2, 1997, 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. 
</FN>
</TABLE>

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, Global Sector, International Equity and U.S. Equity 
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 

                                       4

<PAGE>
governmental entities may impose a premium tax, which the Table does no 
include. For more information on the charges described in this Table, see 
"CHARGES AND DEDUCTIONS" on page 12 and the Prospectus for the Portfolios of 
the Fund 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 Utility Portfolio in the amount of $14,417, 
and the C.A.S.E. Growth Portfolio in the amount of $23,832. Without such 
reimbursement, the total annual Fund expenses during 1995 for the Utility 
Portfolio and the C.A.S.E. Growth Portfolio would have been 1.08% and 4.15%, 
respectively. See each Portfolio's prospectus for a description of the 
expense limitation applicable to that Portfolio. 

EXAMPLES 

1. If you surrender 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 ...............     $83        $111         $142        $261 
Emerging Growth Sub-Account .................      83         111          141         260 
Growth Sub-Account ..........................      82         109          139         255 
Global Sub-Account ..........................      84         113          145         268 
Balanced Sub-Account ........................      84         113          144         266 
Equity-Income Sub-Account ...................      83         109          139         256 
Bond Sub-Account ............................      80         102          126         229 
Short-to-Intermediate Government Sub-Account       82         107          135         246 
Utility Sub-Account .........................      84         113          146         269 
Money Market Sub-Account ....................      78          97          118         213 
Tactical Asset Allocation Sub-Account  ......      83         111          142         262 
Value Equity Sub-Account ....................      84         113          146         269 
C.A.S.E. Growth Sub-Account .................      84         113          146         269 
Global Sector Sub-Account ...................      87         122          161         298 
International Equity Sub-Account ............      87         122          161         299 
U.S. Equity Sub-Account .....................      84         115          148         274 
</TABLE>

2. If you annuitize or do not surrender at the end of the applicable time 
   period (note that annuitization is not available prior to a Contract's 
   fifth Anniversary): 

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 ...............     $23         $71         $122        $261 
Emerging Growth Sub-Account .................      23          71          121         260 
Growth Sub-Account ..........................      22          69          119         255 
Global Sub-Account ..........................      24          73          125         268 
Balanced Sub-Account ........................      24          73          124         266 
Equity-Income Sub-Account ...................      23          69          119         256 
Bond Sub-Account ............................      20          62          106         229 
Short-to-Intermediate Government Sub-Account       22          67          115         246 
Utility Sub-Account .........................      24          73          126         269 
Money Market Sub-Account ....................      18          57           98         213 
Tactical Asset Allocation Sub-Account  ......      23          71          122         262 
Value Equity Sub-Account ....................      24          73          126         269 
C.A.S.E. Growth Sub-Account .................      24          73          126         269 
Global Sector Sub-Account ...................      27          82          141         298 
International Equity Sub-Account ............      27          82          141         299 
U.S. Equity Sub-Account .....................      24          75          128         274 
</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 $29,513, WHICH CONVERTS THAT 
CHARGE TO AN ANNUAL RATE OF 0.10% 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. 
                                        5

<PAGE>

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 19 and 
"ANNUITY PROVISIONS--Death Benefits after the Maturity Date" on page 22.) 

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 20.) 

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 16.) 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 16 
and "THE FIXED ACCOUNT--Allocations, Transfers and Partial Withdrawals" on 
page 27.) 

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 in the section entitled "THE FIXED ACCOUNT" beginning on 
page 26. 

                         CONDENSED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                 YEAR 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 ........        $20.848              $21.071            26,351,578 
Bond ..........         13.894               14.650             3,565,475 
Money Market  .         11.681               11.888             3,459,934 
</TABLE>

<TABLE>
<CAPTION>
                       PERIOD FROM DECEMBER 3, 1992* TO 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>
Global .........         10.000              10.152               25,000 
Short-to-
 Intermediate 
 Government  ...         10.000              10.036               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 .........        $21.071              $21.640            51,102,682 
Bond ...........         14.650               16.400            10,252,041 
Money Market  ..         11.888               12.030             6,109,073 
Global .........         10.152               13.540            16,946,574 
Short-to-
 Intermediate 
 Government  ...         10.036               10.360             4,497,755 
</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              $12.370            12,707,276 
Equity-Income  .         10.000               11.250            11,975,467 
</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 .........        $21.640              $19.595             3,115,147 
Bond ...........         16.400               15.076               744,082 
Money Market  ..          2.030               12.294             1,443,347 
Global .........          3.540               13.403             3,414,543 
Short-to-
 Intermediate 
 Government  ...         10.360               10.192               454,524 
Emerging 
 Growth ........         12.370               11.315             2,416,688 
Equity-Income  .         11.250               11.055             3,041,559 
</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>
Growth .......        $10.000              $9.792               403,363 
Balanced .....         10.000               9.348               382,988 
Utility ......         10.000               9.463               243,051 
<FN>
- --------------
* Commencement of operations for these Sub-Accounts. 
</FN>
</TABLE>

                                        6

<PAGE>

<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 ...........        $19.595              $28,471             3,502,872 
Bond .............         15.076               18,312               782,376 
Money Market .....         12.294               12,799             1,155,403 
Global ...........         13.403               16,289             3,252,745 
Short-to-
 Intermediate 
 Government ......         10.192               11.429               469,460 
Emerging Growth  .         11.315               16.403             2,705,009 
Equity-Income  ...         11.055               13.610             3,629,843 
Aggressive Growth           9.792               13.347             1,805,793 
Balanced .........          9.348               11.060               499,597 
Utility ..........          9.463               11.705               547,514 
</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  ..        $10.000              $11.861             1,261,509 
</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         $10,000              $11.964                 0 
<FN>
- --------------
* Commencement of operations for these Sub-Accounts. 
</FN>
</TABLE>

Because the Value Equity and Global Sector Sub-Accounts did not commence 
operations until May 1, 1996, and the International Equity and U.S. Equity 
Sub-Accounts will commence operations on January 2, 1997, 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 Series Account 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: 

   Current Yield   = 4.05% 

   Effective Yield = 4.13% 

The yield of a Sub-Account other than the Money Market Sub-Account ("other 
Sub-Accounts"), refers to the income produced by a hypothetical Series 
Account Value in the other Sub-Accounts 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-Account(s) was as follows: 

   Bond Sub-Account         = 4.53% 

   Short-to-Intermediate 
     Government Sub-Account = 4.36% 

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 estimated Series Account Value 
per Contract of $29,513, which converts that charge to an annual rate of 
0.10% of the Series Account Value. The calculations also assume a complete 
surrender as of the end of the period and deduction of the Withdrawal Charge. 
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: 

                                        7

<PAGE>

<TABLE>
<CAPTION>
                     PERIOD        FIVE YEAR     THREE YEAR     ONE YEAR 
                      FROM          PERIOD         PERIOD        PERIOD 
                    2/24/89*         ENDED          ENDED         ENDED 
SUB-ACCOUNT        TO 12/31/95     12/31/95       12/31/95      12/31/95 
- -----------      --------------  ------------   -----------    ----------
<S>              <C>             <C>            <C>            <C>
Growth ........       16.43%         16.27%         9.26%         39.05% 
Bond ..........        9.15%          8.74%         6.41%         15.29% 
Money Market  .        3.57%          2.17%         1.09%         (2.01)% 
</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 ...............       16.18%         15.99%         15.38% 
Short-to-Intermediate 
  Government .........        3.14%          3.09%          6.02% 
</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        17.46%        38.83% 
Equity-Income  .        9.65%        16.98% 
</TABLE>

<TABLE>
<CAPTION>
                                            ONE YEAR 
                                             PERIOD 
                         PERIOD FROM         ENDED 
SUB-ACCOUNT          3/1/94* TO 12/31/95    12/31/95 
- -----------         --------------------  -----------
<S>                 <C>                   <C>
Aggressive Growth           14.08%           30.18% 
Balanced .........           2.39%           12.21% 
Utility ..........           5.80%           17.59% 
</TABLE>

<TABLE>
<CAPTION>
                                 PERIOD FROM 
SUB-ACCOUNT                  1/3/95* TO 12/31/95 
- -----------                  -------------------
<S>                          <C>
Tactical Asset Allocation           12.50% 
</TABLE>

<TABLE>
<CAPTION>
                        PERIOD FROM 
SUB-ACCOUNT         5/1/95* TO 12/31/95 
- -----------         -------------------
<S>                 <C>
C.A.S.E. Growth            13.52% 
<FN>
- --------------
* Commencement of Operations for these Sub-Accounts. 
</FN>
</TABLE>

Because the Value Equity, Global Sector, International Equity and U.S. Equity 
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 Contracts funded by the 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 periods prior to the date the Series Account 
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 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 
Owner's Contract Values under the Contract. 

For example, Western Reserve may present hypothetical illustrations 
representing past performance of one or more Sub-Accounts for a hypothetical 
Contract. Such a hypothetical Contract illustration would present average 
total return performance information for the hypothetical Contract, assuming 
allocation of initial and subsequent net premiums to one or more 
Sub-Accounts, which reflects the performance of those Sub-Accounts for the 
duration of the allocations under the hypothetical Contract. The information 
presented may be compared to various indices. 

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 annual total returns of the 
Emerging Growth, Growth, Global, Equity-Income, Bond, Short-to-Intermediate 
Government, Money Market, Aggressive Growth, Balanced, Utility, 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 ........        16.04%          16.27%          9.26%          39.05% 
Bond ..........         7.01%           8.74%          6.41%          15.29% 
Money Market  .         3.56%           2.17%          1.09%          (2.01)% 
</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 ...............        16.18%          15.99%          15.38% 
Short-to-Intermediate 
  Government .........         3.14%           3.09%           6.02% 
</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         17.46%          38.83% 
Equity-Income  .         9.65%          16.98% 
</TABLE>

<TABLE>
<CAPTION>
                         PERIOD          ONE YEAR 
                          FROM            PERIOD 
                        3/1/94***         ENDED 
SUB-ACCOUNT           TO 12/31/95**     12/31/95** 
- -----------         ----------------  -------------
<S>                 <C>               <C>
Aggressive Growth         14.08%          30.18% 
Balanced .........         2.39%          12.21% 
Utility ..........         5.80%          17.59% 
</TABLE>

<TABLE>
<CAPTION>
                                   PERIOD FROM 
SUB-ACCOUNT                  1/3/95*** TO 12/31/95** 
- -----------                  -----------------------
<S>                          <C>
Tactical Asset Allocation             12.50% 
</TABLE>

<TABLE>
<CAPTION>
                         PERIOD FROM 
SUB-ACCOUNT        5/1/95*** TO 12/31/95** 
- -----------        -----------------------
<S>                <C>
C.A.S.E. Growth             13.52 % 
<FN>
- --------------
  * Commencement of Operations of the Fund's Portfolio. 
 ** For purposes of the calculation of the performance data for the Growth, 
    Bond and Money Market Sub-Accounts prior to February 24, 1989, 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 Sub-Accounts. FOR ALL SUB-ACCOUNTS 
    ILLUSTRATED ABOVE, PERFORMANCE DATA FOR PERIODS OF LESS THAN SIX YEARS 
    REFLECT DEDUCTIONS OF THE WITHDRAWAL CHARGE. 
*** Commencement of Operations for these Sub-Accounts. 
</FN>
</TABLE>

                                        8

<PAGE>

The average annual total returns set forth below are calculated in exactly 
the same way as the average annual total returns set forth immediately above, 
except that the AVERAGE ANNUAL TOTAL RETURNS ILLUSTRATED BELOW DO NOT TAKE 
INTO ACCOUNT ANY CHARGE ON AMOUNTS SURRENDERED OR PARTIALLY WITHDRAWN. 

<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 ........       16.04%         16.49%         10.37%        45.05% 
Bond ..........        7.01%          9.02%          7.58%        21.29% 
Money Market  .        3.56%          2.53%          2.37%         3.99% 
</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 ...............       17.13%         16.97%         21.38% 
Short-to-Intermediate 
  Government .........        4.35%          4.33%         12.02% 
</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        19.02%        44.83% 
Equity-Income  .       11.41%        22.98% 
</TABLE>

<TABLE>
<CAPTION>
                                             ONE YEAR 
                                              PERIOD 
                         PERIOD FROM          ENDED 
SUB-ACCOUNT          3/1/94** TO 12/31/95    12/31/95 
- -----------         ---------------------  -----------
<S>                 <C>                    <C>
Aggressive Growth           16.99%            36.18% 
Balanced .........           5.56%            18.21% 
Utility ..........           8.89%            23.59% 
</TABLE>

<TABLE>
<CAPTION>
                                 PERIOD FROM 
SUB-ACCOUNT                  1/3/95** TO 12/31/95 
- -----------                  --------------------
<S>                          <C>
Tactical Asset Allocation           18.50% 
</TABLE>

<TABLE>
<CAPTION>
                       PERIOD FROM 
SUB-ACCOUNT        5/1/95** TO 12/31/95 
- -----------        --------------------
<S>                <C>
C.A.S.E. Growth           19.52% 
<FN>
- --------------
 * Commencement of Operations of the Fund's Portfolio. 
** Commencement of Operations for these Sub-Accounts. 
</FN>
</TABLE>

Because the Value Equity, Global Sector, International Equity and U.S. Equity 
Sub-Accounts had not yet commenced operations as of December 31, 1995, 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. For this 
purpose, Western Reserve may use as sources of performance comparison such 
organizations as Lipper Analytical Services, Inc. ("Lipper"), Variable 
Annuity Research & Data Service ("VARDS"), CDA Investment Technologies, Inc. 
("CDA") and Morningstar, Inc. ("Morningstar"), or 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, CDA and Morningstar 
are independent services which monitor and rank the performances 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 and CDA rankings compare only 
variable annuity issuers. The performance analysis prepared by Lipper, VARDS, 
CDA 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, as appropriate, the performance of each 
Sub-Account in advertising and sales literature to widely used measures of 
market performance, such as the Standard and Poor's Index of 500 Common 
Stocks, Dow Jones Industrials Average, Value Line (Arithmetic) Index, 
CDA/Wiesenberger Long Term Growth Average-VA, Wilshire 5000, FT World Index 
Ex-USA (Financial Times), Morgan Stanley Capital International World Index, 
FT World Index, Lehman Brothers Government/Corporate Bond Index, Dow Jones 
Utilities Average, Donoghue's Taxable Money Fund Average and others. 
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 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 

                                        9

<PAGE>

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-two Sub-Accounts, sixteen 
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-two Portfolios, sixteen of which are offered 
under this Contract: 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, 
Global Sector Portfolio, International Equity Portfolio and U.S. Equity 
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. 

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 Prospectus for the Fund, which should be read carefully. 

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

EMERGING GROWTH PORTFOLIO: This Portfolio seeks capital appreciation by 
investing primarily in common stocks of small and medium sized companies. 

GROWTH PORTFOLIO: This Portfolio'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 investing 
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 

                                       10

<PAGE>

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. 

GLOBAL SECTOR PORTFOLIO: This Portfolio's investment 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. 

INTERNATIONAL EQUITY PORTFOLIO: This Portfolio seeks long-term growth of 
capital by investing primarily in the common stock of foreign issuers traded 
on overseas exchanges and in foreign over-the-counter markets. 

U.S. EQUITY PORTFOLIO: This Portfolio seeks long-term growth of capital by 
investing primarily in equity securities of U.S. companies. 

WRL Investment Management, Inc. ("WRL Management"), a wholly-owned subsidiary 
of 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, 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 One Parkview Plaza, Oakbrook Terrace, 
Illinois 60181, is an indirect wholly-owned subsidiary of VK/AC Holding, Inc. 
("VK/AC Holding"). VK/AC Holding is a wholly-owned subsidiary of MSAM 
Holdings II, Inc., which, in turn, is a wholly-owned subsidiary of Morgan 
Stanley Group, Inc. 

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. 

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 SEC. 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. NWO Investment, located at 655 South 
Hope Street, llth 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 Global 
Sector Portfolio of the Fund. Meridian, located at 12835 East Arapahoe Road, 
Tower 11, 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. 

Scottish Equitable Investment Management Limited ("Scottish Equitable") is a 
co-sub-adviser to the International Equity Portfolio of the Fund. Scottish 
Equitable, located at Edinburgh Park, Edinburgh EH12 9SE, Scotland, is a 
wholly-owned subsidiary of Scottish Equitable plc. Scottish Equitable plc is 
successor to Scottish Equitable Life Assurance Society, which was founded in 
Edinburgh in 1831. Scottish Equitable is also an indirect wholly-owned 
subsidiary of AEGON nv. 

                                       11

<PAGE>

GE Investment Management Incorporated ("GE Investment") is a co-sub-adviser 
of the International Equity Portfolio and is sub-adviser to the U.S. Equity 
Portfolio of the Fund. GE Investment, located at 3003 Summer Street, 
Stamford, Connecticut 06905, is a Delaware corporation. GE Investment is a 
wholly-owned subsidiary of General Electric Company. 

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, and PFL Endeavor Platinum Variable Annuity Account, separate 
accounts of PFL Life Insurance Company, the AUSA Endeavor Variable Annuity 
Account and to the AUSA Series Life Account, separate accounts 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. 

WITHDRAWAL CHARGE 

No deductions for sales expenses are made from Purchase Payments. A 
Withdrawal Charge, which is a contingent deferred sales charge, may be 
assessed against Annuity Values when partially withdrawn or surrendered. No 
Withdrawal Charge will be assessed if Annuity Values are applied to an 
annuity option provided under the Contract. 

For the first partial withdrawal or Systematic Partial Withdrawal (see "THE 
CONTRACT--ACCUMULATION PROVISIONS--Partial Withdrawals and Surrenders," page 
17), during each Contract Year, any applicable Withdrawal Charge is currently 
waived on that portion of the amount withdrawn which equals 10% of the 
Contract's Annuity Value on the date of the withdrawal. For example, if the 
amount of the first partial withdrawal during a Contract Year is $2,000, and 
the Contract's Annuity Value on the date of the withdrawal is $25,000, then 
10% of $25,000 equals $2,500, and the Withdrawal Charge is waived on the 
entire $2,000 withdrawn. Thereafter, the full amount of any subsequent 
partial withdrawal or Systematic Partial Withdrawal during the remainder of 
that Contract Year will be subject to the Withdrawal Charge. However, no 
waiver of a Withdrawal Charge will be made in connection with a Surrender. In 
determining which amounts withdrawn are subject to the Withdrawal Charge, 
partial withdrawals and Surrenders will be deemed made first from Purchase 
Payments on a first-in, first-out basis, and then from any Contract earnings. 

The length of time from receipt of a Purchase Payment to the time of a 
partial withdrawal or surrender determines whether the Withdrawal Charge will 
be deducted. The charge is a percentage of the amount of each Purchase 
Payment partially withdrawn or surrendered within five years of its payment. 
The charge is as follows: 

                  NUMBER OF YEARS 
                FROM RECEIPT OF EACH 
CHARGE            PURCHASE PAYMENT 
- ------          --------------------
6% ........           0-2 
4% ........           3 
3% ........           4 
2% ........           5 
0% ........           Over 5 

For Contracts issued with an appropriate endorsement, if the Owner is 
confined to a nursing care facility (as defined in the endorsement) for 
thirty (30) consecutive days or longer, Western Reserve will also waive the 
Withdrawal Charge on partial withdrawals or Surrenders as follows. Such 
confinement must begin after the Contract Date. Western Reserve must receive 
satisfactory written evidence of such confinement within two (2) months after 
the confinement ends. Western Reserve will waive the Withdrawal Charge under 
the endorsement only for Surrenders and partial withdrawals made during such 
confinement or within two (2) months after the confinement ends. The 
endorsement is not available in all states. 

The Withdrawal Charge is deducted from the Annuity Value by cancelling the 
number of units equal to the charge. The amount of the Withdrawal Charge will 
be determined as of the date the partial withdrawal or Surrender payment is 
processed. In the event of a partial withdrawal, the Owner will receive the 
full amount requested and an amount equal to the Withdrawal Charge will also 
be withdrawn in order for the Owner to receive the amount requested. For 
example, if the Owner requests a distribution in the amount of $100 during 
the second Contract Year (such distribution is deemed to be 

                                       12
<PAGE>

made from the initial Purchase Payment) and the Withdrawal Charge is to be 
imposed on the full amount, the Owner would receive $100, the total Annuity 
Value partially withdrawn would be $106.38, and the Withdrawal Charge would 
be $6.38 (which is 6% of $106.38). Any partial withdrawal or Surrender may be 
subject to tax and the Owner should, therefore, consult with his or her tax 
advisor before requesting any partial withdrawal or Surrender. (See "FEDERAL 
TAX MATTERS--Taxation of Annuities" on page 23 and "--Qualified Plans" on 
page 24.) 

The Withdrawal Charge is imposed to enable Western Reserve to recover certain 
sales expenses it advances, including the cost of printing prospectuses and 
sales literature and any advertising costs. The proceeds of this charge may 
not be sufficient to cover these expenses. To the extent they are not, 
Western Reserve will cover the shortfall from its general account assets, 
which may include profits from the Mortality and Expense Risk Charge, 
described below. 

The Withdrawal Charge may be reduced when sales of Contracts are made to a 
group of directors, officers and employees of the same employer (including 
directors, officers and employees of Western Reserve and its affiliates), as 
outlined in the following paragraph. The amount of 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. 

The Withdrawal Charge may be eliminated 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, fulltime employees and registered representatives of 
InterSecurities, Inc., an affiliate of Western Reserve, and any broker-dealer 
which 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 full-time 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 reserves the right to modify or 
terminate this arrangement at any time. 

TRANSFER CHARGE 

After twelve free transfers of Annuity Value among the Sub-Accounts during 
any one 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 Reserve may, at 
any time, revoke or modify this transfer privilege. 

MORTALITY AND EXPENSE RISK CHARGE 

During the Accumulation Period, Western Reserve will deduct a daily Mortality 
and Expense Risk Charge from the Series Account at an annual rate of 1.10% of 
the average daily net assets of the Series Account. After the Maturity Date, 
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 22 and 
"ACCUMULATION PROVISIONS--Death Benefits during the Accumulation Period" on 
page 19.) 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 party, 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. 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 

                                       13

<PAGE>

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 
legistlatures, 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 23.) 

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' Prospectus. 

Effective January 1, 1997, the Fund has adopted a Plan of Distribution 
pursuant to Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant 
to the Plan, has entered into a Distribution Agreement with InterSecurities, 
Inc. ("ISI"), principal underwriter for the Fund. 

Under the Distribution Plan, the Fund, on behalf of the Portfolios, is 
authorized to pay to various service providers, as direct payment for 
expenses incurred in connection with the distribution of a Portfolio's 
shares, amounts equal to actual expenses associated with distributing a 
Portfolio's shares, up to a maximum rate of 0.15% (fifteen one-hundreths of 
one percent) on an annualized basis of the average daily net assets. This fee 
is measured and accrued daily and paid monthly. ISI has determined that it 
will not seek payment by the Fund of distribution expenses with respect to 
any Portfolio during the fiscal year ending December 31, 1997. Prior to ISI's 
seeking reimbursement, Policyowners will be notified in advance. 

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 for Non-Qualified Contracts must be at least $5,000; 
however, a minimum initial Purchase Payment of $1,000 is allowed provided the 
application reflects anticipated additional monthly periodic Purchase 
Payments of at least $100, via electronic funds transfer from the Owner's 
bank account. For IRAs the minimum initial Purchase Payment is $1,000 and for 
Qualified Contracts other than IRAs the minimum initial Purchase Payment is 
$50. For all Contracts, 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. 

                                       14

<PAGE>

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 14.) 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" on this 
page.) 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 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 the 
Sub-Accounts were first established, the initial Accumulation Unit Value for 
each 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 1.10% 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 13 and "--Administrative Charge" on page 13.) 

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 charges. 

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 

                                       15

<PAGE>

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 27.) Transfers are not available if the Owner has elected Dollar Cost 
Averaging, the Asset Rebalancing Program or Systematic Partial Withdrawals. 

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. 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. Written requests must be in a form acceptable 
to Western Reserve. 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. 

Western Reserve will not be liable for complying with telephone instructions 
it reasonably believes to be authentic, nor for any loss, damage, costs 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 13.) 

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 any other Sub-Account. 
This service 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 other certain 
restrictions. (See "THE FIXED ACCOUNT--Allocations, Transfers and Partial 
Withdrawals" on page 27.) 

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. 

There is no charge for Dollar Cost Averaging. However, 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 13.) 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 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 

                                       16

<PAGE>

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 $10,000 for an 
existing Contract, or a minimum initial purchase payment of $10,000 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 during the 
Accumulation Period, and is not available if the Owner has elected Dollar 
Cost Averaging or Systematic Partial Withdrawals. There is no charge for the 
Asset Rebalancing Program. However, 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 13.) 

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 February 1, 
1997. 

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 $10,000. 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 27.) 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 an 
amount equal to the Withdrawal Charge and any premium tax will also be 
withdrawn in order for the Owner to receive the full amount requested. (See 
"CHARGES AND DEDUCTIONS--Withdrawal Charge" on page 12 and "--Premium Taxes" 
on page 13.) 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, the amount requested 
will be withdrawn on a pro rata basis from each Sub-Account. 

2. SYSTEMATIC PARTIAL WITHDRAWALS. The Owner may elect in writing on a form 
provided by Western Reserve to partially withdraw from the Series Account up 
to 10% of the Cash Value annually (10% of the initial Purchase Payment if 
elected at time of application for a Contract), 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. 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 $10,000. 

Systematic Partial Withdrawals are not available if the Owner has elected 
Dollar Cost Averaging or the Asset Rebalancing Program. Systematic Partial 
Withdrawals may be discontinued by the Owner at any time by notifying Western 
Reserve in writing. Western Reserve 

                                       17

<PAGE>

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 
advisor before requesting any Systematic Partial Withdrawals. (See "FEDERAL 
TAX MATTERS--Taxation of Annuities" on pages 23-24.) 

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

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 22.) 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, Policyowners 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 
23-24.) 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--Oualified Plans" on pages 24-25.) 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 24-25.) 

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 

                                       18

<PAGE>

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 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 the loan application. (See "Repayment of Loans," below.) 

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 Plans," page 24.). 

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
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 prior to the sixth 
Contract Year 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. 

If the Annuitant dies during the Accumulation Period and after the fifth 
Contract Year 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 greatest 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; or (iii) the Annuity Value as of the fifth Contract 
Anniversary, less any amounts partially withdrawn from the Contract after the 
fifth Contract Year to pay for partial withdrawals. In certain states, the 
calculation of death benefit proceeds under item (iii) may vary. The Contract 
should be consulted for details. 

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 two preceding paragraphs, which increases the death benefit 
payable by 5% on each Contract Anniversary, as contrary to Pennsylvania 
Insurance 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 amounts 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

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<PAGE>

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 25.) Multiple 
Beneficiaries may choose individually among any of the three options. 

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: 

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

   /bullet/  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 trans-fers from the Fixed Account to the
             Sub-Accounts;

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

   /bullet/  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;

   /bullet/  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;

   /bullet/  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 20.) 

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, is 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, is 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 on page 22), 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 

                                       20

<PAGE>

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. 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 
sixteen 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, designed to support annuity 
payments, is first calculated in the same manner as the Accumulation Unit 
Value corresponding to the same Fund Portfolio would be calculated (see "THE 
CONTRACT--ACCUMULATION PROVISIONS," page 14) (except that the Mortality and 
Expense Risk Charge is at an annual rate of 1.25% of the average daily net 
assets of the Series Account), 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 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 depends 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 

                                       21

<PAGE>

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 19.) 

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. 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 New York Stock Exchange is closed, other than 
customary weekend and holiday closing, or trading on the New York Stock 
Exchange is restricted as determined by the 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 19.) 

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 23-24.) 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. 

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 

                                       22

<PAGE>

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 
Prospectus for the Portfolios. 

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 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 

                                       23

<PAGE>

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 advisor 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 advisor 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 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 

                                       24

<PAGE>

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 IRA 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. Section 
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. 

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 
advisor. 

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 con-tracts 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 

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<PAGE>

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 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 
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 

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<PAGE>

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. 

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 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 16.) 

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 lntersecurities, Inc. for acting as principal 
underwriter for the Contracts. Broker-dealers will generally receive sales 
commissions of up to 5% 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-Accounts 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 

                                       27

<PAGE>

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 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. 

WRL05024-01/97 

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