WRL SERIES ANNUITY ACCOUNT, 497, 2000-05-03

WRL SERIES ANNUITY ACCOUNT
497, 2000-05-03

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WRL FREEDOM ACCESS(SM)
VARIABLE ANNUITY

Issued Through
WRL SERIES ANNUITY ACCOUNT
By
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

PROSPECTUS
MAY 1, 2000

This prospectus gives you important information about the WRL Freedom
Access,(SM) a flexible payment variable accumulation deferred annuity contract.
Please read this prospectus and the fund prospectuses before you invest and keep
them for future reference. This Contract is available to individuals as well as
to certain groups and individual retirement plans.

You can put your money into 30 investment choices: a fixed account and 29
subaccounts of the WRL Series Annuity Account. Money you put in a subaccount is
invested exclusively in a single mutual fund portfolio. Your investments in the
portfolios are not guaranteed. You could lose your money. Money you direct into
the fixed account earns interest at a rate guaranteed by Western Reserve.

The 29 portfolios we currently offer through the subaccounts under this
Contract are:

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

<TABLE>
<S> <C>
VARIABLE INSURANCE PRODUCTS FUND (VIP) Fidelity VIP
Equity-Income Portfolio -- Service Class 2
VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
Fidelity VIP II Contrafund(R) Portfolio -- Service Class 2
VARIABLE INSURANCE PRODUCTS FUND III (VIP III)
Fidelity VIP III Growth Opportunities Portfolio -- Service Class 2
</TABLE>

If you would like more information about the WRL Freedom Access,(SM) you
can obtain a free copy of the Statement of Additional Information ("SAI") dated
May 1, 2000. Please call us at 1-800-851-9777 or write us at: Western Reserve,
Administrative Office -- Annuity Department P.O. Box 9051, Clearwater, Florida
33758-9051. A registration statement, including the SAI, has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated herein by
reference. The SEC maintains a web site (www.sec.gov) that contains the
prospectus, the SAI, material incorporated by reference and other information.
The table of contents of the SAI is included at the end of this prospectus.

PLEASE NOTE THAT THE CONTRACT AND THE FUNDS:
o ARE NOT BANK DEPOSITS
o ARE NOT FEDERALLY INSURED
o ARE NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENCY
o ARE NOT GUARANTEED TO ACHIEVE THEIR GOAL
o INVOLVE RISKS, INCLUDING POSSIBLE LOSS OF PREMIUM

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

<PAGE>

TABLE OF CONTENTS
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<TABLE>
<S> <C>
DEFINITIONS OF SPECIAL TERMS ......................................... 1
SUMMARY .............................................................. 4
ANNUITY CONTRACT FEE TABLE ........................................... 11
EXAMPLE .............................................................. 14
1. THE ANNUITY CONTRACT ............................................ 16
The Contract .................................................. 16
Other Contracts ............................................... 17
2. ANNUITY PAYMENTS (THE INCOME PHASE) ............................. 17
Annuity Payment Options Under the Contract .................... 17
Fixed Annuity Payment Options ................................. 18
Variable Annuity Payment Options .............................. 19
Guaranteed Minimum Income Benefit Rider (the "Rider") ......... 20
3. PURCHASE ........................................................ 23
Contract Issue Requirements ................................... 23
Premium Payments .............................................. 23
Initial Premium Requirements .................................. 23
Additional Premium Payments ................................... 24
Maximum Annual Premium Payments ............................... 24
Allocation of Premium Payments ................................ 25
Right to Cancel Period ........................................ 25
Annuity Value ................................................. 26
Accumulation Units ............................................ 26
4. INVESTMENT CHOICES .............................................. 26
The Separate Account .......................................... 26
The Fixed Account ............................................. 28
Transfers ..................................................... 28
Dollar Cost Averaging Program ................................. 29
Asset Rebalancing Program ..................................... 30
Telephone or Fax Transactions ................................. 30
Third Party Investment Services ............................... 31
5. EXPENSES ........................................................ 31
Partial and Complete Surrenders ............................... 32
Mortality and Expense Risk Charge ............................. 32
Administrative Charge ......................................... 32
Guaranteed Minimum Income Benefit Rider Charge ................ 32
Separate Account Annuitization Charge ......................... 33
Annual Contract Charge ........................................ 33
Transfer Charge ............................................... 33
Loan Processing Fee ........................................... 33
Premium Taxes ................................................. 33
Federal, State and Local Taxes ................................ 34
Portfolio Management Fees ..................................... 34
Waived Charges and Expenses to Employees ...................... 35
</TABLE>

i
<PAGE>

<TABLE>
<S> <C>
6. TAXES ............................................................................... 35
Annuity Contracts in General ...................................................... 35
Qualified and Nonqualified Contracts .............................................. 35
Partial and Complete Surrenders - Nonqualified Contracts .......................... 36
Multiple Contracts ................................................................ 37
Diversification and Distribution Requirements ..................................... 37
Partial and Complete Surrenders - Qualified Contracts ............................. 37
Taxation of Death Benefit Proceeds ................................................ 38
Annuity Payments .................................................................. 38
Transfers, Assignments or Exchanges of Contracts .................................. 39
Possible Tax Law Changes .......................................................... 39
7. ACCESS TO YOUR MONEY ................................................................ 39
Partial and Complete Surrenders ................................................... 39
Delay of Payment and Transfers .................................................... 41
Systematic Partial Surrenders ..................................................... 41
Contract Loans for Qualified Contracts ............................................ 41
8. PERFORMANCE ......................................................................... 43
9. DEATH BENEFIT ....................................................................... 44
When We Pay a Death Benefit ....................................................... 44
When We Do Not Pay a Death Benefit ................................................ 45
Standard Death Benefit (Option A) ................................................. 46
Annual Compounding Death Benefit or Annual Step-Up Death Benefit (Options B and C). 46
Alternate Payment Elections Before the Maturity Date .............................. 47
10. OTHER INFORMATION ................................................................... 48
Ownership ......................................................................... 48
Annuitant ......................................................................... 48
Beneficiary ....................................................................... 48
Assignment ........................................................................ 49
Western Reserve Life Assurance Co. of Ohio ........................................ 49
The Separate Account .............................................................. 49
Voting Rights ..................................................................... 50
Distribution of the Contracts ..................................................... 50
Non-Participating Contract ........................................................ 51
Variations in Contract Provisions ................................................. 51
IMSA .............................................................................. 51
Legal Proceedings ................................................................. 51
Financial Statements .............................................................. 51
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ............................. 52
APPENDIX A -- CONDENSED FINANCIAL INFORMATION ............................................ 53
APPENDIX B -- HISTORICAL PERFORMANCE DATA ................................................ 60
</TABLE>

ii
<PAGE>

DEFINITIONS OF SPECIAL TERMS
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<TABLE>
<S> <C>
accumulation The period between the Contract date and the maturity date while the
period Contract is in force.
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accumulation An accounting unit of measure we use to calculate subaccount values during
unit value the accumulation period.
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administrative Our administrative office and mailing address is P.O. Box 5068, Clearwater,
office Florida 33758-5068. Our street address is 570 Carillon Parkway, St.
Petersburg, Florida 33716. Our phone number is 1-800-851-9777.
--------------------------------------------------------------------------------
age The issue age is the annuitant's age on his/her birthday
immediately preceding the Contract date. Attained age is the
issue age plus the number of completed Contract years. When
we use the term "age" in this prospectus, it has the same
meaning as "attained age" in the Contract.
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annuitant The person you named in the application (or later changed), to receive
annuity payments. The annuitant may be changed as provided in the
Contract's death benefit provisions and annuity provision.
--------------------------------------------------------------------------------
annuity unit An accounting unit of measure we use to calculate annuity payments from the
value subaccounts after the maturity date.
--------------------------------------------------------------------------------
annuity value The sum of the separate account value and the fixed account value.
--------------------------------------------------------------------------------
beneficiary(ies) The person(s) you elect to receive the death benefit proceeds under the
Contract.
--------------------------------------------------------------------------------
cash value The annuity value less the annual Contract charge, any
applicable premium taxes and any Guaranteed Minimum Income
Benefit Rider charge.
--------------------------------------------------------------------------------
Code The Internal Revenue Code of 1986, as amended.
--------------------------------------------------------------------------------
Contract date The later of the date on which the initial premium
payment is received or the date that the properly completed
application is received at Western Reserve's administrative
office. It is also the date when, depending on your state of
residence, we allocate your premium payment(s) either to the
reallocation account or to the fixed account and the
subaccounts you selected on your application. We measure
Contract years, Contract months and Contract anniversaries
from the Contract date.
--------------------------------------------------------------------------------
death report day The valuation date on which we have received both proof of annuitant's death
and your beneficiary's election regarding payment.
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fixed account An option to which you can direct your money under
the Contract, other than the separate account. It provides a
guarantee of principal and interest. The assets supporting
the fixed account are held in the general account. The fixed
account is not available in all states.
--------------------------------------------------------------------------------
fixed account During the accumulation period, your Contract's value in the fixed account.
value
--------------------------------------------------------------------------------
funds Investment companies which are registered with the U.S. Securities and
Exchange Commission. The Contract allows you to invest in the portfolios of
the funds through our subaccounts. We reserve the right to add other registered
investment companies to the Contract in the future.
--------------------------------------------------------------------------------
</TABLE>

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<PAGE>

<TABLE>
<S> <C>
in force Condition under which the Contract is active and the owner is entitled to
exercise all rights under the Contract.
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maturity date The date on which the accumulation period ends and
annuity payments begin. The latest maturity date is the
annuitant's 95th birthday.
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NYSE New York Stock Exchange.
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nonqualified Contracts issued other than in connection with retirement plans.
Contracts
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owner The person(s) entitled to exercise all rights under the Contract. The annuitant
(you, your) is the owner unless the application states otherwise, or unless a change of
ownership is made at a later time. Joint owners may be named, provided the
joint owners are husband and wife. Joint ownership is not available in all
states.
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portfolio A separate investment portfolio of a fund.
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premium Amounts paid by an owner or on the owner's behalf to Western Reserve as
payments consideration for the benefits provided by the Contract. When we use the term
"premium payment" in this prospectus, it has the same meaning as "net premium
payment" in the Contract, which means the premium payment less any applicable
premium taxes.
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qualified Contracts issued in connection with retirement plans that qualify for special
Contracts federal income tax treatment under the Code.
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reallocation The WRL J.P. Morgan Money Market subaccount.
account
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reallocation date The date shown on the schedule page of your Contract
when we reallocate all annuity value held in the
reallocation account to the fixed account and subaccounts
you selected. We place your premium in the reallocation
account only if your state requires us to return the full
premium in the event you exercise your right to cancel. In
all other states, the reallocation date is the Contract
date.
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separate account WRL Series Annuity Account, a separate account composed of subaccounts
established to receive and invest premium payments not allocated to the fixed
account.
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separate account During the accumulation period, your Contract's value in the separate account,
value which equals the total value in each subaccount.
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subaccount A subdivision of the separate account that invests exclusively in the shares of a
specified portfolio and supports the Contracts. Subaccounts corresponding to each
portfolio hold assets under the Contract during the accumulation period. Other
subaccounts corresponding to each portfolio will hold assets after the maturity
date if you select a variable annuity option.
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surrender The termination of a Contract at the option of the owner.
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valuation date/ Each day on which the NYSE is open for trading, except when a subaccount's
business day corresponding portfolio does not value its shares. Western Reserve is open for
business on each day that the NYSE is open. When we use the term "business
day," it has the same meaning as valuation date.
----------------------------------------------------------------------------------
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
valuation period The period of time over which we determine the change
in the value of the subaccounts in order to price
accumulation units and annuity units. Each valu- ation
period begins at the close of normal trading on the NYSE
(currently 4:00 p.m. Eastern time on each valuation date)
and ends at the close of normal trading of the NYSE on the
next valuation date.
-------------------------------------------------------------------------------
Western Reserve Western Reserve Life Assurance Co of Ohio.
(we, us, our)
-------------------------------------------------------------------------------
</TABLE>

3
<PAGE>

SUMMARY
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THE SECTIONS IN THIS SUMMARY CORRESPOND TO SECTIONS IN THIS PROSPECTUS,
WHICH DISCUSS THE TOPICS IN MORE DETAIL. PLEASE READ THE ENTIRE PROSPECTUS
CAREFULLY.

1. THE ANNUITY CONTRACT

The WRL Freedom Access(SM) is a flexible payment variable accumulation
deferred annuity contract (the "Contract") offered by Western Reserve. It is a
contract between you, as the owner, and Western Reserve, a life insurance
company. The Contract provides a way for you to invest on a tax-deferred basis
in the subaccounts of the separate account and the fixed account. We intend the
Contract to be used to accumulate money for retirement or other long-term
investment purposes.

The Contract allows you to direct your money into any of the 29
subaccounts. Each subaccount invests exclusively in a single portfolio of a
fund. The money you invest in the subaccounts will fluctuate daily based on the
portfolio's investment results. The value of your investment in the subaccounts
is not guaranteed and may increase or decrease. You bear the investment risk for
amounts you invest in the subaccounts.

You can also direct money to the fixed account. Amounts in the fixed
account earn interest annually at a fixed rate that is guaranteed by us never to
be less than 3%, and may be more. We guarantee the interest, as well as
principal, on money placed in the fixed account.

You can transfer money between any of the investment choices during the
accumulation period, subject to certain limits on transfers from the fixed
account.

The Contract also allows you to select an annual compounding death benefit
or annual step-up death benefit (see page 46) and a Guaranteed Minimum Income
Benefit Rider (see page 20).

The Contract, like all deferred annuity contracts, has two phases: the
"accumulation period" and the "income phase." During the accumulation period,
earnings accumulate on a tax-deferred basis and are taxed as ordinary income
when you take them out of the Contract. The income phase starts on the maturity
date when you begin receiving regular payments from your Contract. The money you
can accumulate during the accumulation period, as well as the Contract's annuity
payment option you choose, and whether you choose the Guaranteed Minimum Income
Benefit Rider, will largely determine the amount of any income payments you
receive during the income phase.

2. ANNUITY PAYMENTS (THE INCOME PHASE)

The Contract allows you to receive income under one of five annuity payment
options. You may choose from fixed payment options or variable payment options.
If you select a variable payment option, the dollar amount of the payments you
receive may go up or down

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<PAGE>

depending on the investment results of the portfolios you invest in at that
time, and will be reduced by the separate account annuitization charge. You
cannot annuitize until your Contract's fifth anniversary.

You may also elect a rider for an extra charge that guarantees a minimum
amount of income payments if you annuitize under one of the rider's variable
payment options. See Guaranteed Minimum Income Benefit Rider page 20.

3. PURCHASE

You can buy this Contract with $25,000 or more under most circumstances.
You can add as little as $50 at any time during the accumulation period.

4. INVESTMENT CHOICES

You can invest your money in any of the 29 fund portfolios by directing it
to the corresponding subaccount. The portfolios are described in the fund
prospectuses. The portfolios now available to you under the Contract are:

WRL SERIES FUND, INC.

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

Depending upon market conditions, you can make or lose money in any of
these subaccounts. We reserve the right to offer other investment choices in the
future.

You can also allocate your premium payments to the fixed account. Unless
otherwise required by state law, we will limit your allocations or transfers to
the fixed account if the fixed account value following the allocation or
transfer would exceed $500,000. The fixed account is not available in all
states. Residents of Washington, Oregon, New Jersey and Massachusetts may not
direct or transfer any money to the fixed account.

5
<PAGE>

Transfers. You have the flexibility to transfer assets within your
Contract. At any time during the accumulation period you may transfer amounts
among the subaccounts and between the subaccounts and the fixed account.
Certain restrictions apply.

5. EXPENSES

We do not take any deductions from premium payments at the time you buy the
Contract. You invest the full amount of each premium payment in one or more of
the investment choices.

During the accumulation period, we deduct a daily mortality and expense
risk charge of 1.25% (1.40% if you select the annual compounding death benefit
or annual step-up death benefit) and a daily administrative charge of 0.40% each
year from the money you have invested in the subaccounts. During the income
phase we deduct a separate account annuitization charge from your subaccount
assets at an annual rate of 1.40% in place of the mortality and expense risk and
administrative charges.

During the accumulation period, we deduct an annual Contract charge of $30
from the annuity value on each Contract anniversary and at the time of
surrender. We currently waive this charge if either your annuity value, or the
total premiums you have paid us, minus all partial surrenders, equals or exceeds
$50,000 on the Contract anniversary when this charge is payable. However, we
will deduct this charge from your annuity value if you surrender your Contract
completely.

We impose a $10 charge per transfer if you make more than 12 transfers
among the subaccounts per Contract year.

We may deduct state premium taxes, which currently range from 0% to 3.50%,
when you pay your premium(s), or if you surrender the Contract or partially
surrender its value, or if we pay out death benefit proceeds, or if you begin to
receive regular annuity payments. We only charge you premium taxes in those
states that require us to pay premium taxes.

The portfolios deduct management fees and expenses from amounts you have
invested in the portfolios. Some portfolios also deduct 12b-1 fees from
portfolio assets. These charges currently range from 0.44% to 1.20% annually,
depending on the portfolio. See the Annuity Contract Fee Table on page 11 in
this prospectus and the fund prospectuses.

If you select the Guaranteed Minimum Income Benefit Rider the ("Rider"),
there is an annual charge during the accumulation phase of 0.30% of the minimum
annuitization value. We deduct the Rider charge from your annuity value on each
Contract anniversary and on the termination date of the Rider. We waive the
Rider charge if your annuity value on any Contract anniversary exceeds the Rider
charge waiver threshold (currently 2.0) times the minimum annuitization value.
If you annuitize under the Rider, we will assess a daily separate account
annuitization charge at an annual rate of 2.50% of the daily net assets in the
subaccounts; this charge will be reflected in your variable payments. The
separate account annuitization charge is paid in place of the mortality and
expense risk charge and the administrative charge. The Rider is not available in
all states.

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6. TAXES

The Contract's earnings are generally not taxed until you take them out.
For federal tax purposes, if you take money out during the accumulation period,
earnings come out first and are taxed as ordinary income. If you are younger
than 59 1/2 when you take money out, you may also be charged a 10% federal
penalty tax on the earnings. The annuity payments you receive during the income
phase are considered partly a return of your original investment so that part of
each payment is not taxable as income until the "investment in the contract" has
been fully recovered. Different tax consequences may apply for a Contract used
in connection with a qualified retirement plan.

Death benefits are taxable and generally are included in the income of the
recipient as follows: if received under an annuity payment option, death
benefits are taxed in the same manner as annuity payouts; if not received under
an annuity option (for instance, if paid out in a lump sum), death benefits are
taxed in the same manner as a partial or complete surrender.

7. ACCESS TO YOUR MONEY

You can take some or all of your money out anytime during the accumulation
period. However, you may not take a partial surrender if it reduces the cash
value below $25,000. No partial surrenders may be made from the fixed account
without prior consent from us. Access to amounts held in qualified Contracts may
be restricted or prohibited. You may also have to pay federal income tax and a
penalty tax on any money you take out. No surrender charges apply.

Partial surrenders may reduce the death benefit (and certain values under
the Rider) by more than the amount surrendered.

8. PERFORMANCE

The value of your Contract will vary up or down depending upon the
investment performance of the subaccounts you choose and will be reduced by
Contract fees and charges. We provide performance information in Appendix B and
in the SAI. Past performance does not guarantee future results.

9. DEATH BENEFIT

If you are both the owner and the annuitant and you die before the income
phase begins, your beneficiary will receive a death benefit. Death benefit
provisions may vary by state.

If you name different persons as owner and annuitant, you can affect
whether the death benefit is payable and who would receive it. Use care when
naming owners, annuitants and beneficiaries, and consult your agent if you have
questions.

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If the annuitant dies during the accumulation period, the standard death
benefit will be the greater of:

o the annuity value of your Contract on the death report day; or
o the total premium payments you make to the Contract reduced by
partial surrenders.

In addition to the standard death benefit, you may select one of the
following death benefit options for an additional charge:

o annual compounding death benefit; or
o annual step-up death benefit.

The death benefit payable, if any, on or after the maturity date depends on
the annuity payment option selected. See Fixed Annuity Payment Options and
Variable Annuity Payment Options on pages 18 and 19 for a description of the
annuity payment options. Please note that not all payment options provide for a
death benefit.

10. OTHER INFORMATION

RIGHT TO CANCEL PERIOD. You may return your Contract for a refund within 10
days after you receive it. In most states, the amount of the refund will be the
total premium payments we have received, plus (or minus) any gains (or losses)
in the amounts you invested in the subaccounts. If state law requires, we will
refund your original premium payment(s). In those states, we will place your
premium payment(s) in the reallocation account until the reallocation date shown
on your Contract schedule page. We determine the value of the refund as of the
date we receive the returned Contract at our administrative office. We will pay
the refund within 7 days after we receive your written notice of cancellation
and the returned Contract. The Contract will then be deemed void. In some states
you may have more than 10 days and/or receive a different refund amount.

WHO SHOULD PURCHASE THE CONTRACT? We have designed this Contract for people
seeking long-term tax-deferred accumulation of assets, generally for retirement.
This includes persons who have maximized their use of other retirement savings
methods, such as 401(k) plans and individual retirement accounts. The
tax-deferred feature is most attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot take the risk of getting back less money than you
put in. If you are purchasing the Contract through a tax-favored arrangement,
including traditional IRAs and Roth IRAs, you should consider carefully the
costs and benefits of the Contract (including annuity income benefits) before
purchasing the Contract, since the tax-favored arrangement itself provides
tax-sheltered growth.

ADDITIONAL FEATURES. This Contract has additional features that might
interest you. These include the following:

o SYSTEMATIC PARTIAL SURRENDERS -- You can arrange to have money
automatically sent to you monthly, quarterly, semi-annually, or
annually while your Contract is

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<PAGE>

in the accumulation period. Amounts you receive may be included in
your gross income and, in certain circumstances, may be subject to
penalty taxes.

o DOLLAR COST AVERAGING -- You can arrange to have a certain amount of
money automatically transferred monthly from one or any combination of
the fixed account, the WRL J.P. Morgan Money Market or WRL AEGON Bond
subaccounts to your choice of subaccounts. Dollar cost averaging does
not guarantee a profit and does not protect against a loss if market
prices decline.

o ASSET REBALANCING -- We will, upon your request, automatically transfer
amounts periodically among the subaccounts on a regular basis to
maintain a desired allocation of the annuity value among the various
subaccounts.

o TELEPHONE OR FAX TRANSACTIONS -- You may make transfers, partial
surrenders and/or change the allocation of additional premium payments
by telephone or fax.

o CONTRACT LOANS -- If you own a qualified Contract, you may be eligible
to take out Contract loans during the accumulation period, subject to
certain restrictions. See Contract Loans for Qualified Contracts on page
41 for details.

o ANNUAL COMPOUNDING DEATH BENEFIT -- You may add this feature for an
additional charge. You must select this feature on your application.
This feature is currently not available to annuitants age 74 or older on
the Contract date. This feature ensures that any death benefit payable
on the death of the annuitant will be no less than total premium
payments paid for this Contract, plus interest at an effective annual
rate of 5% (in most states) from the date of the premium payment to the
date of death, less any adjusted partial surrender(s), including
interest on any partial surrender at the 5% rate from the date of
partial surrender to the date of death. Interest is not credited after
your 81st birthday.

o ANNUAL STEP-UP DEATH BENEFIT -- You may add this feature for an
additional charge. You must select this feature on your application.
This feature ensures that any death benefit payable on the death of the
annuitant will be no less than the highest annuity value on any Contract
anniversary prior to the annuitant's 81st birthday. The highest annuity
value will be increased for premium payments you have made and decreased
for any adjusted partial surrenders we have paid to you following the
Contract anniversary on which the highest annuity value occurs.

o GUARANTEED MINIMUM INCOME BENEFIT RIDER -- You may add this Rider for an
additional charge. It assures you of a minimum level of income in the
future, provided you satisfy certain conditions and annuitize under the
variable annuity payment options available in the Rider. This Rider is
not available in all states and may vary by state.

These features are not available in all states and may not be suitable for
your particular situation.

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Certain states place restrictions on access to the fixed account, on the
death benefit calculation, on the annuity payment options and on other features
of the Contract. Consult your agent and the Contract form for details.

11. INQUIRIES

If you need additional information, please contact us at:

Western Reserve Life
Administrative Office
Attention: Annuity Department
P.O. Box 9051
Clearwater, FL 33758-9051
1-800-851-9777
www.westernreserve.com

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ANNUITY CONTRACT FEE TABLE
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<TABLE>
<CAPTION>
OWNER TRANSACTION EXPENSES
<S> <C>
Sales Load On Premium Payments.................................. None
Maximum Surrender Charge........................................ None
Transfer Charge................................ $10 After 12 Per Year
Loan Processing Fee(1).................................. $30 Per Loan
Guaranteed Minimum Income
Benefit Rider Charge during the accumulation period
(optional)(2)............................................. 0.30%
=======================================================
ANNUAL CONTRACT CHARGE(3)............... .......$30 Per Contract Year
</TABLE>

<TABLE>
<CAPTION>
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE SEPARATE ACCOUNT VALUE
DURING THE ACCUMULATION PERIOD)
- -----------------------------------------------------
<S> <C>
UNDER STANDARD DEATH BENEFIT:
Mortality and Expense Risk Charge(4) ......... 1.25%
Administrative Charge(4) ..................... 0.40%
----
TOTAL SEPARATE ACCOUNT ANNUAL
EXPENSES ................................... 1.65%
WITH ANNUAL COMPOUNDING DEATH BENEFIT OR
ANNUAL STEP-UP DEATH BENEFIT ADDED (OPTIONAL):
Mortality and Expense Risk Charge(4) ......... 1.40%
Administrative Charge(4) ..................... 0.40%
----
TOTAL SEPARATE ACCOUNT ANNUAL
EXPENSES ................................... 1.80%
</TABLE>

- --------------------------------------------------------------------------------
PORTFOLIO ANNUAL EXPENSES(5)

(as a percentage of average net assets and after expense reimbursements)

<TABLE>
<CAPTION>
TOTAL PORTFOLIO
MANAGEMENT OTHER RULE 12B-1 ANNUAL
PORTFOLIO FEES EXPENSES FEES EXPENSES
<S> <C> <C> <C> <C>
WRL SERIES FUND, INC.(6)(7)
WRL VKAM Emerging Growth 0.80% 0.07% N/A 0.87%
WRL T. Rowe Price Small Cap(8) 0.75% 0.25% N/A 1.00%
WRL Goldman Sachs Small Cap(8) 0.90% 0.10% N/A 1.00%
WRL Pilgrim Baxter Mid Cap Growth(8) 0.90% 0.10% N/A 1.00%
WRL Alger Aggressive Growth 0.80% 0.09% N/A 0.89%
WRL Third Avenue Value 0.80% 0.20% N/A 1.00%
WRL Value Line Aggressive Growth(9) 0.80% 0.20% N/A 1.00%
WRL GE International Equity(10) 1.00% 0.20% N/A 1.20%
WRL Janus Global(11) 0.80% 0.12% N/A 0.92%
WRL Great Companies -- Technology(SM)(9) 0.80% 0.20% N/A 1.00%
WRL Janus Growth(12) 0.80% 0.05% N/A 0.85%
WRL Goldman Sachs Growth(8) 0.90% 0.10% N/A 1.00%
WRL GE U.S. Equity 0.80% 0.13% N/A 0.93%
WRL Great Companies -- America(SM)(9) 0.80% 0.20% N/A 1.00%
WRL Salomon All Cap(8) 0.90% 0.10% N/A 1.00%
WRL C.A.S.E. Growth 0.80% 0.20% N/A 1.00%
WRL Dreyfus Mid Cap(8) 0.85% 0.15% N/A 1.00%
WRL NWQ Value Equity 0.80% 0.10% N/A 0.90%
WRL T. Rowe Price Dividend Growth(8) 0.90% 0.10% N/A 1.00%
WRL Dean Asset Allocation 0.80% 0.07% N/A 0.87%
WRL LKCM Strategic Total Return 0.80% 0.06% N/A 0.86%
WRL J.P. Morgan Real Estate Securities 0.80% 0.20% N/A 1.00%
WRL Federated Growth & Income 0.75% 0.14% N/A 0.89%
WRL AEGON Balanced 0.80% 0.09% N/A 0.89%
WRL AEGON Bond 0.45% 0.08% N/A 0.53%
WRL J.P. Morgan Money Market 0.40% 0.04% N/A 0.44%
VARIABLE INSURANCE PRODUCTS FUND (VIP)(13)
Fidelity VIP Equity-Income Portfolio -- Service Class 2(14) 0.48% 0.10% 0.25% 0.83%
VARIABLE INSURANCE PRODUCTS FUND II (VIP II)(13)
Fidelity VIP II Contrafund(R) Portfolio -- Service Class 2(14) 0.58% 0.12% 0.25% 0.95%
VARIABLE INSURANCE PRODUCTS FUND III (VIP III)(13)
Fidelity VIP III Growth Opportunities Portfolio -- Service Class 2(14) 0.58% 0.13% 0.25% 0.96%

</TABLE>

(1) Loans are available for qualified Contracts only. The loan fee is not
applicable in all states.
(2) This Rider is optional. You may add this Rider when we issue the Contract,
or within each 30-day period following each Contract anniversary. If you
add it, we will impose during the accumulation period an

11
<PAGE>

annual Rider charge equal to 0.30% of the minimum annuitization value on
each Contract anniversary and on the termination date of the Rider (which
includes upgrades of the minimum annuitization value and Contract
surrender). We may change the Rider charge percentage in the future if you
choose to upgrade the minimum annuitization value, or for future issues of
the Rider, but the charge will never exceed 0.50% annually. We deduct the
Rider charge from the fixed account and from each subaccount in proportion
to the amount of the annuity value in each account. If the annuity value on
any Contract anniversary exceeds the Rider charge threshold (currently 2.0)
times the minimum annuitization value, we will waive the Rider charge
otherwise payable on that Contract anniversary. This Rider is not available
in all states.

If you later choose to annuitize under this Rider, we will impose a daily
separate account annuitization charge equal to an annual rate of 2.50% of
the daily net asset values in the subaccounts in place of the mortality and
expense risk and administrative charges. We may change this charge in the
future if you choose to upgrade the minimum annuitization value, or for
future issues of the Rider, but it will never be greater than 3.50%.

(3) We may waive the annual Contract charge for Contracts sold to groups of
employees with the same employer, including our directors, officers and
full-time employees, or other groups where sales to the group reduce our
administrative expenses. We currently waive this charge if either the
annuity value, or the total premium payments, minus all partial surrenders,
equals or exceeds $50,000 on the Contract anniversary for which the charge
is payable. However, we will deduct this charge from your annuity value if
you surrender your Contract completely.

(4) These charges apply to each subaccount. They do not apply to the fixed
account. The mortality and expense risk charge of 1.25% applies when you
have selected the standard death benefit. If you select the annual
compounding death benefit or annual step-up death benefit, then the
mortality and expense risk charge will increase to 1.40%. These charges
apply during the accumulation period. After the maturity date, if you elect
a variable annuity payment option, we will deduct a daily separate account
annuitization charge equal to an annual rate of 1.40% of your subaccount
assets in place of the mortality and expense risk and administrative
charges. If you select the Guaranteed Minimum Income Benefit Rider, and you
choose to annuitize under the Rider, then we will impose a daily separate
account annuitization charge equal to an annual rate of 2.50% of the daily
net asset values in the subaccounts, in place of the mortality and expense
risk and administrative charges.

(5) The fee table information relating to the portfolios was provided to
Western Reserve by the funds. Western Reserve has not independently
verified such information.

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

(7) WRL Investment Management, Inc. ("WRL Management"), the investment adviser
of the WRL Fund, has undertaken, until at least April 30, 2001, to pay
expenses on behalf of the portfolios of the WRL Fund, to the extent normal
total operating expenses of a portfolio exceed a stated percentage of the
WRL portfolio's average daily net assets. The expense limit, the amount
reimbursed by WRL Management during 1999, and the expense ratio without the
reimbursement are listed below for each portfolio:

12
<PAGE>

<TABLE>
<CAPTION>
Expense Reimbursement Expense Ratio
Limit Amount Without Reimbursement
<S> <C> <C> <C>
WRL VKAM Emerging Growth ....................... 1.00% $ N/A N/A
WRL T. Rowe Price Small Cap .................... 1.00% 63,542 2.46%
WRL Goldman Sachs Small Cap .................... 1.00% 60,555 5.57%
WRL Pilgrim Baxter Mid Cap Growth .............. 1.00% 34,986 1.40%
WRL Alger Aggressive Growth .................... 1.00% N/A N/A
WRL Third Avenue Value ......................... 1.00% 10,734 1.06%
WRL Value Line Aggressive Growth ............... 1.00% N/A N/A
WRL GE International Equity .................... 1.20% 112,088 1.84%
WRL Janus Global ............................... 1.00% N/A N/A
WRL Great Companies -- Technology(SM) .......... 1.00% N/A N/A
WRL Janus Growth ............................... 1.00% N/A N/A
WRL Goldman Sachs Growth ....................... 1.00% 49,677 2.68%
WRL GE U.S. Equity ............................. 1.00% N/A N/A
WRL Great Companies -- America(SM) ............. 1.00% N/A N/A
WRL Salomon All Cap ............................ 1.00% 53,174 2.87%
WRL C.A.S.E. Growth ............................ 1.00% N/A N/A
WRL Dreyfus Mid Cap ............................ 1.00% 34,541 4.89%
WRL NWQ Value Equity ........................... 1.00% N/A N/A
WRL T. Rowe Price Dividend Growth .............. 1.00% 46,989 2.35%
WRL Dean Asset Allocation ...................... 1.00% N/A N/A
WRL LKCM Strategic Total Return ................ 1.00% N/A N/A
WRL J.P. Morgan Real Estate Securities ......... 1.00% 51,924 2.69%
WRL Federated Growth & Income .................. 1.00% N/A N/A
WRL AEGON Balanced ............................. 1.00% N/A N/A
WRL AEGON Bond ................................. 0.70% N/A N/A
WRL J.P. Morgan Money Market ................... 0.70% N/A N/A
</TABLE>

(8) Because these portfolios commenced operations on May 3, 1999, the
percentages set forth as "Other Expenses" and "Total Portfolio Annual
Expenses" are annualized.
(9) Because these portfolios commenced operations on May 1, 2000, the
percentages set forth as "Other Expenses" and "Total Portfolio Annual
Expenses" are estimates.
(10) The fee table reflects estimated 2000 expenses because the expense limit
for this portfolio will be reduced from 1.50% to 1.20% effective May 1,
2000.
(11) WRL Management currently waives 0.025% of its advisory fee on portfolio
average daily net assets over $2 billion (net fee -- 0.775%.) This waiver
will be terminated on June 25, 2000.
(12) WRL Management currently waives 0.025% of its advisory fee for the first $3
billion of the portfolio's average daily net assets (net fee -- 0.775%);
and 0.05% for the portfolio's average daily net assets above $3 billion
(net fee -- 0.75%). The fee table reflects estimated 2000 expenses because
of the termination of the fee waiver. This waiver will be terminated on
June 25, 2000.
(13) The 12b-1 fee deducted for the Variable Insurance Products Fund (VIP),
Variable Insurance Products Fund II (VIP II), and Variable Insurance
Products Fund III (VIP III) (the "Fidelity VIP Funds") covers certain
shareholder support services provided by companies selling variable
contracts investing in the Fidelity VIP Funds. The 12b-1 fees assessed
against the Fidelity VIP Funds shares held for the Contracts will be
remitted to AFSG Securities Corporation ("AFSG"), the principal underwriter
for the Contracts.
(14) Service Class 2 expenses are based on estimated expenses for year 2000.

After the maturity date, if you elect a variable payment option, we will
charge a daily separate account annuitization charge equal to an annual rate of
1.40% of the daily net asset values in the subaccounts in place of the mortality
and expense risk and administrative charges. If you select the Guaranteed
Minimum Income Benefit Rider, and you choose to annuitize under the Rider, the
daily separate account annuitization charge will be 2.50% of the daily net asset
values in the subaccounts.

13
<PAGE>

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming a
hypothetical 5% annual return on assets, and assuming the entire $1,000 is
invested in the subaccount listed, and assuming the Guaranteed Minimum Income
Benefit Rider has been selected.

The expense example reflect both mortality and expense risk and
administrative charges totaling 1.80% of subaccount value (assuming that the
annual compounding death benefit or annual step-up death benefit has been
added), the $30 annual Contract charge, plus the Guaranteed Minimum Income
Benefit Rider charge of 0.30% of minimum annuitization value (MAV). In the
example, the annual Contract charge of $30 and the Guaranteed Minimum Income
Benefit Rider charge of 0.30% are charged at the end of every Contract year.

Because the Contract does not assess surrender charges, you will pay the
same amount of expenses whether or not you surrender, annuitize, or remain
invested in the Contract.

14
<PAGE>

<TABLE>
<CAPTION>
IF YOU SURRENDER, ANNUITIZE* OR
REMAIN INVESTED IN THE CONTRACT AT THE
SUBACCOUNTS END OF THE APPLICABLE TIME PERIOD
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
WRL VKAM Emerging Growth $33 $102 $173 $366
WRL T. Rowe Price Small Cap 34 105 179 377
WRL Goldman Sachs Small Cap 34 105 179 377
WRL Pilgrim Baxter Mid Cap Growth 34 105 179 377
WRL Alger Aggressive Growth 33 102 174 367
WRL Third Avenue Value 34 105 179 377
WRL Value Line Aggressive Growth 34 105 179 377
WRL GE International Equity 36 111 189 396
WRL Janus Global 34 103 176 370
WRL Salomon All Cap 34 105 179 377
WRL Janus Growth 33 101 172 364
WRL Goldman Sachs Growth 34 105 179 377
WRL C.A.S.E. Growth 34 105 179 377
WRL GE U.S. Equity 34 103 176 371
WRL Dreyfus Mid Cap 34 105 179 377
WRL NWQ Value Equity 33 103 175 368
WRL T. Rowe Price Dividend Growth 34 105 179 377
WRL Great Companies -- America(SM) 34 105 179 377
WRL Great Companies -- Technology(SM) 34 105 179 377
WRL Dean Asset Allocation 33 102 173 366
WRL LKCM Strategic Total Return 33 101 173 365
WRL J.P. Morgan Real Estate Securities 34 105 179 377
WRL Federated Growth & Income 33 102 174 367
WRL AEGON Balanced 33 102 174 367
WRL AEGON Bond 30 92 157 334
WRL J.P. Morgan Money Market 29 89 152 325
VARIABLE INSURANCE PRODUCTS FUND (VIP)
Fidelity VIP Equity-Income Portfolio -- Service Class 2 33 100 171 362
VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
Fidelity VIP II Contrafund(R) Portfolio -- Service Class 2 34 104 177 373
VARIABLE INSURANCE PRODUCTS FUND III (VIP III)
Fidelity VIP III Growth Opportunities Portfolio -- Service Class 2 34 104 177 374
</TABLE>

* You cannot annuitize your Contract before your Contract's fifth anniversary.

The fee table and example above will help you understand the costs of
investing in the subaccounts. The fee table and example reflects the 1999
expenses (except as noted in the footnotes) of the portfolios and the subaccount
fees and charges but do not reflect premium taxes which may range up to 3.50%,
depending on the jurisdiction.

PLEASE REMEMBER THAT THE EXAMPLE IS AN ILLUSTRATION AND DOES NOT REPRESENT
PAST OR FUTURE EXPENSES. YOUR ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN THOSE
SHOWN. SIMILARLY, YOUR RATE OF RETURN MAY BE GREATER OR LESS THAN THE 5% ASSUMED
IN THE EXAMPLE.

The example above assumes that no transfer charges have been assessed. In
addition, the $30 annual Contract charge is reflected as a charge of 0.30%,
based on an average

15
<PAGE>

Contract size of $10,000. The Guaranteed Minimum Income Benefit Rider charge has
been calculated assuming a Rider charge of 0.30% of MAV and assuming an MAV
annual growth rate of 6%.

Financial Information. We have included in Appendix A a financial history
of the accumulation unit values for the subaccounts that reflect the cost of the
standard death benefit (total separate account annual expenses of 1.65%) and the
annual compounding death benefit or annual step-up death benefit (total separate
account annual expenses of 1.80%).

1. THE ANNUITY CONTRACT

THE CONTRACT

This prospectus describes the WRL Freedom Access(SM) Variable Annuity
Contract offered by Western Reserve.

An annuity is a contract between you, the owner, and an insurance company
(in this case Western Reserve), where the insurance company promises to pay you
an income in the form of annuity payments. These payments begin after the
maturity date. (See Section 2 on page 17.) Until the maturity date, your annuity
is in the accumulation period and the earnings are tax deferred. Tax deferral
means you generally are not taxed on your annuity until you take money out of
your annuity. After the maturity date, your annuity switches to the income
phase.

The Contract is a flexible payment variable accumulation deferred annuity.
You can use the Contract to accumulate funds for retirement or other long-term
financial planning purposes.

It is a "flexible payment" Contract because after you purchase it, you can
generally make additional investments of $50 or more at any time, until the
maturity date. But you are not required to make any additional investments.

The Contract is a "variable" annuity because the value of your Contract can
go up or down based on the performance of your investment choices. If you select
the variable investment portion of the Contract, the amount of money you are
able to accumulate in your Contract during the accumulation period depends upon
the performance of your investment choices. If you elect to receive variable
annuity payments during the income phase of your Contract, the amount of your
annuity payments will also depend upon investment performance.

The Contract also contains a fixed account. Unless otherwise required by
state law, we will limit your allocations or transfers to the fixed account if
the fixed account value following the allocation or transfer would exceed
$500,000. The fixed account offers an interest rate that is guaranteed by
Western Reserve to equal at least 3% per year. There may be different interest
rates for each payment or transfer you direct to the fixed account which are
equal to or greater than the guaranteed rate. The interest rates we set will be
credited for periods of at least one year measured from each payment or transfer
date.

16
<PAGE>

The fixed account is not available in all states. Residents of Washington,
Oregon, New Jersey and Massachusetts may not direct or transfer any money to the
fixed account.

OTHER CONTRACTS

We offer other variable annuity contracts which also invest in the same
portfolios of the funds. These contracts may have different charges that could
affect subaccount performance and may offer different benefits more suitable to
your needs. To obtain more information about these contracts, contact your
agent, or call us at 1-800-851-9777.

2. ANNUITY PAYMENTS (THE INCOME PHASE)

You choose the date when annuity payments start under the Contract. This is
the maturity date. You can change this date by giving us 30 days written notice.
The maturity date cannot be earlier than the end of the fifth Contract year. The
maturity date cannot be later than the annuitant's 95th birthday. The maturity
date may be earlier for qualified Contracts.

Election of Annuity Payment Option. Before the maturity date, if the
annuitant is alive, you may choose an annuity payment option or change your
option. If you do not choose an annuity option by the maturity date, we will
make payments under Option D (see page 19) as a Variable Life Income with 10
years of guaranteed payments. You cannot change the annuity payment option after
the maturity date.

If you choose a variable payment option, you must specify how you want the
annuity proceeds divided among the subaccounts as of the maturity date. If you
do not specify, we will allocate the annuity proceeds in the same proportion as
the annuity value is allocated among the investment options on the maturity
date. After the maturity date, you may make transfers among the subaccounts, but
you may not make transfers from or to the fixed account; we may limit subaccount
transfers to one per Contract year.

Unless you specify otherwise, the annuitant named on the application will
receive the annuity payments. You can change the annuitant or add a joint
annuitant at any time before the maturity date, so long as we agree. If you do
not choose an annuitant, we will consider you to be the annuitant.

If you have added the Guaranteed Minimum Income Benefit Rider to your
Contract and choose to annuitize under the Rider, then you must select one of
the annuity payment options contained in the Rider.

Supplemental Contract. Once you annuitize and you have selected a fixed
payment option, the Contract will end and we will issue a supplemental Contract
to describe the terms of the option you selected. The supplemental Contract will
name who will receive the annuity payments and describe when the annuity
payments will be made.

ANNUITY PAYMENT OPTIONS UNDER THE CONTRACT

The Contract provides five annuity payment options that are described
below. You may choose any annuity payment option under your Contract. You can
choose to receive payments monthly, quarterly, semi-annually, or annually.

17
<PAGE>

We will use your "annuity proceeds" to provide these payments. The "annuity
proceeds" is your annuity value on the maturity date, less any premium tax that
may apply. If your annuity payment would be less than $20, then we will pay you
the annuity proceeds in one lump sum.

Fixed Annuity Income Payments. If you choose annuity payment Option A, B or
C, the dollar amount of each annuity payment will be fixed on the maturity date
and guaranteed by us. The payment amount will depend on three things:

o The amount of the annuity proceeds on the maturity date;
o The interest rate we credit on those amounts (we guarantee a
minimum annual interest rate of 3%); and
o The specific payment option you choose.

Variable Annuity Income Payments Without the Guaranteed Minimum Income
Benefit Rider. If you choose variable annuity payment Option D or E, the dollar
amount of the first variable payment will be determined in accordance with the
annuity payment rates set forth in the applicable table contained in the
Contract. The dollar amount of each additional variable payment will vary based
on the investment performance of the subaccount(s) you invest in and the
Contract's assumed investment return of 5%. The dollar amount of each variable
payment after the first may increase, decrease or remain constant. If, after all
charges are deducted, the actual investment performance exactly matches the
Contract's assumed investment return of 5% at all times, then the amount of the
next variable annuity payment would remain the same. If actual investment
performance, after all charges are deducted, exceeds the assumed investment
return, then the amount of the variable annuity payments would increase. But, if
actual investment performance, less charges, is lower than the 5% assumed
investment return, then the amount of the variable annuity payments would
decrease. The portfolio in which you are invested must grow at a rate at least
equal to the 5% assumed investment return (plus the daily separate account
annuitization charge equal to an annual rate of 1.40% of subaccount assets) in
order to avoid a decrease in the dollar amount of variable annuity payments. For
more information on how variable annuity income payments are determined, see the
SAI.
The annuity payment options are explained below. Some of the annuity
payment options may not be available in all states. Options A, B, and C are
fixed only. Options D and E are variable only.

FIXED ANNUITY PAYMENT OPTIONS

Payment Option A -- Fixed Installments. We will pay the annuity in equal
payments over a fixed period of 5, 10, 15 or 20 years or any other fixed period
acceptable to Western Reserve.

Payment Option B -- Life Income: Fixed Payments.

o No Period Certain -- We will make level payments only during the
annuitant's lifetime; or
o 10 or 20 Years Certain -- We will make level payments for the
longer of the annuitant's lifetime or 10 or 20 years; or

18
<PAGE>

o Guaranteed Return of Annuity Proceeds -- We will make level
payments for the longer of the annuitant's lifetime or until the
total dollar amount of payments we made to you equals the annuity
proceeds.

Payment Option C -- Joint and Survivor Life Income: Fixed Payments. We
will make level payments during the joint lifetime of the annuitant and a joint
annuitant of your choice. Payments will be made as long as either person is
living.

VARIABLE ANNUITY PAYMENT OPTIONS

Payment Option D -- Variable Life Income. The annuity proceeds are used to
purchase variable annuity units in the subaccounts you select. You may choose
between:

o No Period Certain -- We will make variable payments only during
the annuitant's lifetime; or
o 10 Years Certain -- We will make variable payments for the longer
of the annuitant's lifetime or 10 years.

Payment Option E -- Variable Joint and Survivor Life Income. We will make
variable payments during the joint lifetime of the annuitant and a joint
annuitant of your choice. Payments will be made as long as either person is
living.

Other annuity payment options may be arranged by agreement with us.

NOTE CAREFULLY: The death benefit payable after the maturity date will be
affected by the annuity option you choose.

If:

o you choose Life Income with No Period Certain or a Joint and
Survivor Life Income (fixed or variable); and
o the annuitant(s) dies, for example, before the due date of the
second annuity payment;

Then:

o we may make only one annuity payment and there will be no death
benefit payable.

If:

o you choose Fixed Installments, Life Income with 10 or 20 Years
Certain, Life Income with Guaranteed Return of Annuity Proceeds, or
Variable Life Income with 10 Years Certain; and
o the person receiving payments dies prior to the end of the
guaranteed period;

Then:

o the remaining guaranteed payments will be continued to that
person's beneficiary, or their value (determined at the date of
death) may be paid in a single sum.

19
<PAGE>

We will not pay interest on amounts represented by uncashed annuity payment
checks if the postal or other delivery service is unable to deliver checks to
the annuitant's address of record. The annuitant is responsible to keep Western
Reserve informed of the annuitant's current address of record.

GUARANTEED MINIMUM INCOME BENEFIT RIDER (THE "RIDER")

The Rider assures you of a minimum level of income in the future by
guaranteeing a "minimum annuitization value" after a waiting period (currently,
10 years) from the date of purchasing or upgrading the Rider. By electing this
Rider, you are guaranteed a future minimum level of income under the Rider's
variable payment options based on the minimum annuitization value, regardless of
the performance of the underlying investment portfolios.

To purchase the Rider, you must elect it at issue or within 30 days after
any Contract anniversary. The Rider will be added to the Contract on the
Contract date or the Contract anniversary date. In addition, so long as the
waiting period is 10 years, you must purchase the Rider as of a Contract
anniversary before your 85th birthday. If we increase the length of the waiting
period, you may be required to purchase the Rider on an earlier date. We will
notify you of any change in the length of the waiting period within 30 days of
the change.

Minimum Annuitization Value. If you purchase the Rider at issue, the
minimum annuitization value is:

o the initial annuity value on the date the Rider is issued, plus
o any additional premiums paid after the Rider is issued, minus
o an adjustment for any partial surrenders made after the date the Rider
is issued,
o accumulated at the annual growth rate.

If you purchase the Rider at a future Contract anniversary date, the
minimum annuitization value would be:

o the annuity value on the date the Rider is issued, plus
o any additional premiums paid after the Rider is issued, minus
o an adjustment for any partial surrenders made after the date the Rider
is issued,
o accumulated at the annual growth rate.

Any premium taxes will also be deducted.

The annual growth rate is currently 6% per year. This rate may be less than
6% in some states. We may, at our discretion, change the rate in the future for
new riders, but the rate will never be less than 3% per year. Once the Rider is
added to your Contract, the annual growth rate, the Rider charge, the Rider
charge waiver threshold, the separate account annuitization charge and the
waiting period before you can annuitize under the Rider will not change unless
you upgrade the Rider. Partial surrenders may reduce the minimum annuitization
value on a basis greater than dollar-for-dollar. See the SAI for more
information.

20
<PAGE>

The minimum annuitization value is used to calculate the annuity payments
and charges under the Rider and adjustments to partial surrenders. This value
does not establish or guarantee an annuity value or guarantee performance of any
subaccount. IF YOU CHOOSE TO ANNUITIZE UNDER THE RIDER, WE WILL USE YOUR MINIMUM
ANNUITIZATION VALUE (LESS ANY OUTSTANDING LOAN AMOUNT AND ANY LOAN INTEREST YOU
OWE) -- NOT YOUR CURRENT ANNUITY VALUE EVEN IF IT IS GREATER -- TO DETERMINE THE
AMOUNT OF YOUR VARIABLE ANNUITY PAYMENTS UNDER THE RIDER. The minimum
annuitization value may not be used to annuitize with any of the annuity payment
options under the Contract.

Annuity Payment Options Under the Rider. The only payment options
available under the Rider are the following variable annuity options:

o Life Income -- An election may be made for "No Period Certain" or "10
Years Certain." Payments will be made as long as the annuitant is
living. In the event of the death of the annuitant prior to the end of
the chosen period certain, the remaining period certain payments will be
continued to the beneficiary.
o Joint and Full Survivor -- An election may be made for "No Period
Certain" or "10 Years Certain." Payments will be made as long as either
the annuitant or joint annuitant is living. In the event of the death of
both the annuitant and joint annuitant prior to the end of the chosen
period certain, the remaining period certain payments will be continued
to the beneficiary.

Both before and after you annuitize under the Rider, you may transfer
values from one subaccount to another. After the maturity date, no transfers may
be made to or from the fixed account. There are no limitations on subaccount
transfers after you annuitize under the Rider.

Minimum Annuitization Value Upgrade. With a 10 year waiting period, you can
elect, in writing, to upgrade the minimum annuitization value to the current
annuity value within 30 days after any Contract anniversary before your 85th
birthday (earlier if required by your state). For your convenience, we will put
the last date to upgrade on page one of the Rider.

If you elect to upgrade, the current Rider will terminate, we will assess
the Rider charge, and a new rider will be issued. The new rider will have a new
rider date, a new waiting period before you can annuitize under the rider, and
new guaranteed benefits and charges. The benefits and charges under the new
rider may not be as advantageous as the previous Rider's benefits and charges
prior to upgrading.

It generally will not be to your advantage to upgrade unless your annuity
value exceeds your minimum annuitization value on the applicable Contract
anniversary.

Conditions to Annuitize under the Rider. You can only annuitize under the
Rider within 30 days after the end of the waiting period (currently the tenth
Contract anniversary after you select the Rider) or on a later Contract
anniversary. In the case of an upgrade of the minimum annuitization value, you
can only annuitize at the end of the new rider's waiting period (currently the
tenth Contract anniversary following the upgrade) or on a later

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Contract anniversary. We may, at our discretion, change the waiting period in
the future if you choose to upgrade the minimum annuitization value, or for new
issues of the Rider. You cannot, however, annuitize under the Rider after the
30-day period following the Contract anniversary after your 94th birthday
(earlier if required by your state). For your convenience, we will put the first
and last date to annuitize under the Rider on page one of the Rider.

NOTE CAREFULLY -- You may only annuitize under the Rider at the times indicated
above.

Guaranteed Minimum Income Benefit Rider. We guarantee that future annuity
payments under the Rider to be never less than the initial variable annuity
payment. See the SAI for information concerning the calculation of the initial
variable annuity payment. We will also "stabilize" the payments (hold them
constant) during each Contract year. During the first Contract year after you
annuitize under the Rider, each payment will equal the initial payment. On each
Contract anniversary thereafter, the variable annuity payment will increase or
decrease (but never below the initial payment) depending on the performance of
the subaccounts you selected, and then be held constant at that amount for that
Contract year. The payments starting on each Contract anniversary will equal the
greater of the initial variable annuity payment or the payment that can be
supported by the number of annuity units in the subaccounts on the Contract
anniversary. We will calculate each subsequent payment using a 5% assumed
investment return. The portfolio in which you are invested must grow at a rate
greater than the 5% assumed investment return, plus the separate account
annuitization charge of 2.50%, in order to increase the dollar amount of
variable annuity payments. See the SAI for additional information concerning how
payments are determined under the Rider.

Rider Charge. Prior to annuitization, a Rider charge, currently 0.30%
annually of the minimum annuitization value, is deducted from the annuity value
on each Contract anniversary and if you surrender the Contract. We may change
the Rider charge percentage in the future if you choose to upgrade the minimum
annuitization value, or for future issues of the Rider, but it will never be
greater than 0.50% annually. We deduct the Rider charge from the fixed account
and from each subaccount in proportion to the amount of annuity value in each
account.

We will waive the Rider charge on any Contract anniversary if the annuity
value exceeds the Rider charge waiver threshold (currently 2.0) times the
minimum annuitization value. For instance, if your annuity value on the seventh
Contract anniversary is $100,000, your minimum annuitization value is $45,000
and the Rider charge waiver threshold is 2.0, we will waive the Rider charge on
that anniversary because $100,000 is greater than $90,000 ($45,000 x 2.0). We
may, at our discretion, change the Rider charge waiver threshold in the future
if you choose to upgrade the minimum annuitization value, or for future issues
of the Rider, but it will never be greater than 2.5 times the minimum
annuitization value.

Separate Account Annuitization Charge. If you annuitize under the Rider, a
daily separate account annuitization charge, equal to an annual rate of 2.50% of
the daily net asset values in the subaccounts, is reflected in the amount of the
variable payments you receive. We may change the separate account annuitization
charge in the future, if you choose to upgrade the minimum annuitization value
or for future issues of the Rider, but it will never

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<PAGE>

be greater than 3.50%. The separate account annuitization charge is deducted in
place of the Contract's mortality and expense risk charge and the administrative
charge.

Termination. The Rider is irrevocable. You have the option not to annuitize
under the Rider but we will not refund any charges you have paid and you will
not be able to use the minimum annuitization value. The Rider will terminate
upon the earliest of the following:

o annuitization (once the guaranteed minimum payments begin);
o the date you elect to upgrade (although a new irrevocable rider will be
issued);
o the date your Contract terminates;
o 30 days following the Contract anniversary after your 94th birthday
(earlier if required by your state); or
o the date you change the annuitant (although a new irrevocable rider will
be issued).

THE RIDER DOES NOT ESTABLISH OR GUARANTEE ANNUITY VALUE OR GUARANTEE
PERFORMANCE OF ANY SUBACCOUNT. Because the Rider is based on conservative
actuarial factors, the level of lifetime income that it guarantees may be less
than the level that might be provided by application of the annuity value at the
Contract's applicable annuity factors. Therefore, the Rider should be regarded
as a safety net. The costs of annuitizing under the Rider include the separate
account annuitization charge and also the lower levels inherent in the annuity
tables used for the minimum payouts. These costs should be balanced against the
benefits of a minimum payout level.

The Rider may vary by state and is not available in all states.

3. PURCHASE

CONTRACT ISSUE REQUIREMENTS

Western Reserve will issue a Contract IF:

o we receive the information we need to issue the Contract;
o we receive a minimum initial premium payment; and
o the annuitant is age 85 or younger.

PREMIUM PAYMENTS

You should make checks or drafts for premium payments payable only to
"Western Reserve Life" and send them to our administrative office. Your check or
draft must be honored in order for us to pay any associated payments and
benefits due under the Contract.

INITIAL PREMIUM REQUIREMENTS

The initial premium payment for most Contracts must be at least $25,000. A
Contract issued under 403(b) of the Code generally requires total premium
payments received during the first year to equal or exceed $25,000.

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<PAGE>

We will credit your initial premium payment to your Contract within two
business days after the day we receive it at our administrative office and your
complete Contract information. If we are unable to credit your initial premium
payment, we will contact you within five business days and explain why. We will
also return your initial premium payment at that time unless you tell us to keep
it. We will credit it as soon as we receive all necessary application
information.

The date on which we credit your initial premium payment to your Contract
is the Contract date. The Contract date is used to determine Contract years,
Contract months and Contract anniversaries.

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

All First Bank of Baltimore
ABA #: 052000113
For credit to: Western Reserve Life
Account #: 89539600
Owner's Name:
Contract Number:
Attention: Annuity Accounting

We may reject any application or premium payments for any reason permitted
by law.

ADDITIONAL PREMIUM PAYMENTS

You are not required to make any additional premium payments. However, you
can make additional premium payments as often as you like during the lifetime of
the annuitant and prior to the maturity date. We will accept premium payments by
bank wire or by check. Additional premium payments must be at least $50 ($1,000
if by wire). We will credit any additional premium payments you make to your
Contract at the accumulation unit value computed at the end of the business day
on which we receive them at our administrative office. Our business day closes
at 4:00 p.m. Eastern Time. If we receive your premium payments after the close
of our business day, we will calculate and credit them as of the close of the
next business day.

MAXIMUM ANNUAL PREMIUM PAYMENTS

We allow premium payments up to a total of $1,000,000 per Contract year
without prior approval.

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<PAGE>

ALLOCATION OF PREMIUM PAYMENTS

On the Contract date, we will allocate your premium payment to the
investment choices you selected on your application, or we will place your
premium payment(s) in the reallocation account until the reallocation date. See
Right to Cancel Period below. Your allocation must be in whole percentages which
must total 100%. We will allocate additional premium payments as you selected on
your application, unless you request a different allocation.

Unless otherwise required by state law, we will limit allocations and
transfers to the fixed account if the fixed account value following the
allocation or transfer would exceed $500,000.

You may change allocations for future additional premium payments by
writing or telephoning the administrative office, subject to the limitations
described under Telephone or Fax Transactions on page 30. The allocation change
will apply to premium payments received after the date we receive the change
request.

YOU SHOULD REVIEW PERIODICALLY HOW YOUR PAYMENTS ARE DIVIDED AMONG THE
SUBACCOUNTS BECAUSE MARKET CONDITIONS AND YOUR OVERALL FINANCIAL OBJECTIVE MAY
CHANGE.

RIGHT TO CANCEL PERIOD

You may return your Contract for a refund within 10 days after you receive
it. In most states, the amount of the refund will be the total premium payments
we have received, plus (or minus) any gains (or losses) in the amounts you
invested in the subaccounts. You will keep any gains, and bear any losses, on
amounts that you invested in the subaccounts. We determine the value of the
refund as of the date we receive the returned Contract. We will pay the refund
within 7 days after we receive your written notice of cancellation and the
returned Contract. The Contract will then be deemed void. In some states you may
have more than 10 days and/or receive a different refund amount.

If your state requires us to return your initial premium in the event you
exercise your right to cancel, we will allocate the initial premium on the
Contract date to the reallocation account until the reallocation date shown on
your Contract schedule page. While held in the reallocation account, your
premium will be credited with gains and losses of the WRL J.P. Morgan Money
Market subaccount. The premium will remain in the reallocation account for the
number of days in your state's right to cancel period plus five days. Please
contact your agent for details concerning the right to cancel period for your
state.

On the first valuation date on or after the reallocation date, we will
reallocate all annuity value from the reallocation account to the fixed account
and/or subaccounts you selected on your application.

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

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<PAGE>

ANNUITY VALUE

You should expect your annuity value to change from valuation period to
valuation period to reflect the investment performance of the portfolios, the
interest credited to your value in the fixed account, and the fees and charges
we deduct. A valuation period begins at the close of business on each valuation
date and ends at the close of business on the next succeeding valuation date. A
valuation date is any day the NYSE is open. Our business day closes at the close
of normal trading of the NYSE, usually 4:00 p.m. Eastern time. We observe the
same holidays as the NYSE.

ACCUMULATION UNITS

We measure the value of your Contract during the accumulation period by
using a unit called an accumulation unit. During the income phase, we use a
measurement called an annuity unit. When you direct money into a subaccount, we
credit your Contract with accumulation units for that subaccount. We determine
how many accumulation units to credit by dividing the dollar amount you direct
to the subaccount by the subaccount's accumulation unit value as of the end of
that valuation date. If you partially surrender or transfer out of a subaccount,
or if we assess a transfer charge, annual Contract charge or Guaranteed Minimum
Income Benefit Rider charge, we subtract accumulation units from the subaccounts
using the same method.

Each subaccount's accumulation unit value was set at $10 when the
subaccount started. We recalculate the accumulation unit value for each
subaccount at the close of each valuation date. The new value reflects the
investment performance of the underlying portfolio and the daily deduction of
the mortality and expense risk charge and the administrative charge. For a
detailed discussion of how we determine accumulation unit values, see the SAI.

4. INVESTMENT CHOICES

THE SEPARATE ACCOUNT

The separate account currently consists of 29 subaccounts.

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<PAGE>

The Funds. Each subaccount invests exclusively in one portfolio of a fund.
The portfolios and their advisers or sub-advisers are listed below.

<TABLE>
<CAPTION>
PORTFOLIO ADVISER OR SUB-ADVISER
<S> <C>
WRL VKAM EMERGING GROWTH Van Kampen Asset Management Inc.
WRL T. ROWE PRICE (SM)ALL CAP T. Rowe Price Associates, Inc.
WRL GOLDMAN SACHS (SM)ALL CAP Goldman Sachs Asset Management
WRL PILGRIM BAXTER MID CAP GROWTH Pilgrim Baxter & Associates, Ltd.
WRL ALGER AGGRESSIVE GROWTH Fred Alger Management, Inc.
WRL THIRD AVENUE VALUE EQSF Advisers, Inc.
WRL VALUE LINE AGGRESSIVE GROWTH Value Line, Inc.
WRL GE INTERNATIONAL EQUITY GE Asset Management Incorporated*
WRL JANUS GLOBAL Janus Capital Corporation
WRL GREAT COMPANIES -- TECHNOLOGY(SM) Great Companies, L.L.C.
WRL JANUS GROWTH Janus Capital Corporation
WRL GOLDMAN SACHS GROWTH Goldman Sachs Asset Management
WRL GE U.S. EQUITY GE Asset Management Incorporated
WRL GREAT COMPANIES -- AMERICA(SM) Great Companies, L.L.C.
WRL SALOMON ALL CAP Salomon Brothers Asset Management Inc
WRL C.A.S.E GROWTH C.A.S.E Management, Inc.
WRL DREYFUS MID CAP The Dreyfus Corporation
WRL NWQ VALUE EQUITY NWQ Investment Management Company, Inc.
WRL T. ROWE PRICE DIVIDEND GROWTH T. Rowe Price Associates, Inc.
WRL DEAN ASSET ALLOCATION Dean Investment Associates
WRL LKCM STRATEGIC TOTAL RETURN Luther King Capital Management Corporation
WRL J.P. MORGAN REAL ESTATE SECURITIES J.P. Morgan Investment Management Inc.
WRL FEDERATED GROWTH & INCOME Federated Investment Counseling
WRL AEGON BALANCED AEGON USA Investment Management, Inc.
WRL AEGON BOND
WRL J.P. MORGAN MONEY MARKET J.P. Morgan Investment Management Inc.
FIDELITY VIP EQUITY-INCOME PORTFOLIO -- SERVICE CLASS 2 Fidelity Management & Research Company
FIDELITY VIP II CONTRAFUND(R) PORTFOLIO -- SERVICE CLASS 2
FIDELITY VIP III GROWTH OPPORTUNITIES PORTFOLIO -- SERVICE CLASS 2
</TABLE>

* Effective May 1, 2000, GE Asset Management Incorporated is the sole
sub-adviser.

The general public may not purchase these portfolios. Their investment
objectives and policies may be similar to other portfolios and mutual funds
managed by the same investment adviser or subadviser that are sold directly to
the public. You should not expect that the investment results of the other
portfolios and mutual funds would be similar to those portfolios offered by this
prospectus.

THERE IS NO ASSURANCE THAT A PORTFOLIO WILL ACHIEVE ITS STATED
OBJECTIVE(S). MORE DETAILED INFORMATION, INCLUDING AN EXPLANATION OF EACH
PORTFOLIO'S INVESTMENT OBJECTIVE, MAY BE FOUND IN THE FUND PROSPECTUSES. YOU
SHOULD READ THE FUND PROSPECTUSES CAREFULLY BEFORE YOU INVEST.

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<PAGE>

THE FIXED ACCOUNT

Premium payments you allocate and amounts you transfer to the fixed account
become part of the general account of Western Reserve. Interests in the general
account have not been registered under the Securities Act of 1933 (the "1933
Act"), nor is the general account registered as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). Accordingly,
neither the general account nor any interests therein are generally subject to
the provisions of the 1933 Act or 1940 Act. Western Reserve has been advised
that the staff of the SEC has not reviewed the disclosure in this prospectus
which relates to the fixed account.

We guarantee that the interest credited to the fixed account will not be
less than 3% per year. We have no formula for determining fixed account current
interest rates. We establish the interest rate, at our sole discretion, for each
premium payment or transfer into the fixed account. Rates are guaranteed for at
least one year.

If you select the fixed account, your money will be placed with the other
general assets of Western Reserve. All assets in our general account are subject
to the general liabilities of our business operations. The amount of money you
are able to accumulate in the fixed account during the accumulation period
depends upon the total interest credited. The amount of annuity payments you
receive during the income phase under a fixed annuity option will remain level
for the entire income phase. You may not transfer money between the fixed
account and the subaccounts during the income phase.

When you request a transfer or partial surrender from the fixed account, we
will account for it on a first-in, first-out ("FIFO") basis, for the purpose of
crediting your interest. This means that we will take the deduction from the
oldest money you have put in the fixed account. You may not make partial
surrenders from the fixed account unless we consent.

Unless otherwise required by state law, we will limit allocations and
transfers to the fixed account if the fixed account value following the
allocation or transfer would exceed $500,000.

The fixed account is not available in all states. Residents of Washington,
Oregon, New Jersey and Massachusetts may not direct or transfer any money to the
fixed account.

TRANSFERS

During the accumulation period, you or your agent/registered representative
of record may make transfers from any subaccount. However, if you elect the
asset rebalancing program, you may not make any transfers if you want to
continue in the program. A transfer would automatically cancel your
participation in the asset rebalancing program. We may also limit "substantive"
transfers as discussed below.

Transfers from the fixed account are allowed only once each Contract year.
We must receive written notice within 30 days after a Contract anniversary. The
amount that may be

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<PAGE>

transferred is the greater of: (1) 25% of the dollar amount in the fixed
account, or (2) the amount you transferred out of the fixed account in the
previous Contract year.

During the income phase of your Contract, you may transfer values from one
subaccount to another. No transfers may be made to or from the fixed account.
The minimum amount that can be transferred during this phase is the lesser of
$10 of monthly income, or the entire monthly income of the variable annuity
units in the subaccount from which the transfer is being made. We may limit
subaccount transfers to one per Contract year.

The fixed account is not available in all states. Residents of Washington,
Oregon, New Jersey and Massachusetts may not transfer any of their Contract
value to the fixed account.

Transfers may be made by telephone or fax, subject to limitations described
under Telephone or Fax Transactions on page 30.

If you make more than 12 transfers from the subaccounts in any Contract
year, we will charge you $10 for each additional transfer you make during that
year. Currently, there is no charge for transfers from the fixed account.

Transfers to and from the subaccounts will be processed based on the
accumulation unit values determined at the end of the business day on which we
receive your written, telephoned, or faxed request at our administrative office,
provided we receive your request before the close of our business day (usually
4:00 p.m. Eastern Time). If we receive your request at our administrative office
after the close of our business day, we will process the transfer request using
the accumulation unit value for the next business day.

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

We may, at any time, discontinue transfer privileges, modify our
procedures, or limit the number of transfers we permit.

DOLLAR COST AVERAGING PROGRAM

Dollar cost averaging allows you to transfer systematically a specific
amount each month from the fixed account, the WRL J.P. Morgan Money Market
subaccount, the WRL AEGON Bond subaccount, or any combination of these accounts
to a different subaccount. You may specify the dollar amount to be transferred
monthly; however, you must transfer at least $100 monthly. To qualify, a minimum
of $5,000 must be in each subaccount from which we make transfers.

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<PAGE>

There is no charge for this program. These transfers do count towards the
12 free transfers allowed during each Contract year.

If you make dollar cost averaging transfers from the fixed account, each
month you may transfer no more than 1/10th of the dollar amount in the fixed
account on the date you start dollar cost averaging.

By transferring a set amount on a regular schedule instead of transferring
the total amount at one particular time, you may reduce the risk of investing in
the portfolios only when the price is high. Dollar cost averaging does not
guarantee a profit and it does not protect you from loss if market prices
decline.

We reserve the right to discontinue offering dollar cost averaging 30 days
after we send notice to you. Dollar cost averaging is not available if you have
elected the asset rebalancing program or if you elect to participate in any
asset allocation service provided by a third party.

ASSET REBALANCING PROGRAM

During the accumulation period you can instruct us to rebalance
automatically the amounts in your subaccounts to maintain your desired asset
allocation. This feature is called asset rebalancing and can be started and
stopped at any time free of charge. However, we will not rebalance if you are in
the dollar cost averaging program, you elect to participate in any asset
allocation service provided by a third party or if you request any other
transfer. Asset rebalancing ignores amounts in the fixed account. You can choose
to rebalance monthly, quarterly, semi-annually, or annually.

To qualify for asset rebalancing, a minimum annuity value of $25,000 for an
existing Contract, or a minimum initial premium payment of $25,000 for a new
Contract, is required. Asset rebalancing does not guarantee gains, nor does it
assure that any subaccount will not have losses.

There is no charge for this program. Each reallocation which occurs under
asset rebalancing will be counted towards the 12 free transfers allowed during
each Contract year.

We reserve the right to discontinue, modify or suspend the asset
rebalancing program at any time.

TELEPHONE OR FAX TRANSACTIONS

You may make transfers, request partial surrenders and change the
allocation of additional premium payments by telephone. Telephone partial
surrenders are not allowed in the following situations:

o for qualified Contracts (except IRAs);
o if the amount you want to partially surrender is greater than $50,000;
or
o if the address of record has been changed within the past 10 days.

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<PAGE>

Upon instructions from you, the registered representative/agent of record
for your Contract may also make telephone transfers or partial surrenders for
you. If you do not want the ability to make transfers or partial surrenders by
telephone, you should notify us in writing.

You may make telephone transfers or request partial surrenders by calling
our toll-free number: 1-800-851-9777. You will be required to provide certain
information for identification purposes when you request a transaction by
telephone. We may also require written confirmation of your request. We will not
be liable for following telephone requests that we believe are genuine.

Please use the following fax numbers for the following types of
transactions:

o To request a transfer, please fax your request to us at 727-299-1648. WE
WILL NOT BE RESPONSIBLE FOR SAME-DAY PROCESSING OF TRANSFERS IF YOU FAX
YOUR TRANSFER REQUEST TO A NUMBER OTHER THAN THIS FAX NUMBER; and
o To request a partial withdrawal, please fax your request to us at
727-299-1620.

We will not be responsible for transmittal problems which are not reported
to us within five business days. Any reports must be accompanied by proof of the
faxed transmittal.

Telephone or fax requests must be received before 4:00 p.m. Eastern time to
assure same-day pricing of the transaction. We may discontinue this option at
any time.

THIRD PARTY INVESTMENT SERVICES

Western Reserve or an affiliate may provide administrative or other support
services to independent third parties you authorize to conduct transfers on your
behalf, or who provide recommendations as to how your subaccount values should
be allocated. This includes, but is not limited to, transferring subaccount
values among subaccounts in accordance with various investment allocation
strategies that these third parties employ. Such independent third parties may
or may not be appointed Western Reserve agents for the sale of Contracts.

WESTERN RESERVE DOES NOT ENGAGE ANY THIRD PARTIES TO OFFER INVESTMENT
ALLOCATION SERVICES OF ANY TYPE, SO THAT PERSONS OR FIRMS OFFERING SUCH SERVICES
DO SO INDEPENDENT FROM ANY AGENCY RELATIONSHIP THEY MAY HAVE WITH WESTERN
RESERVE FOR THE SALE OF CONTRACTS. WESTERN RESERVE THEREFORE TAKES NO
RESPONSIBILITY FOR THE INVESTMENT ALLOCATIONS AND TRANSFERS TRANSACTED ON YOUR
BEHALF BY SUCH THIRD PARTIES OR ANY INVESTMENT ALLOCATION RECOMMENDATIONS MADE
BY SUCH PARTIES.

Western Reserve does not currently charge you any additional fees for
providing these support services. Western Reserve reserves the right to
discontinue providing administrative and support services to owners utilizing
independent third parties who provide investment allocation and transfer
recommendations.

5. EXPENSES

There are charges and expenses associated with your Contract that reduce
the return on your investment in the Contract. Unless we indicate otherwise, the
expenses described below apply only during the accumulation period.

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<PAGE>

PARTIAL AND COMPLETE SURRENDERS

During the accumulation period, you can surrender part or all of the cash
value. We will not deduct any surrender charges. Cash value is the annuity
value, less the annual Contract charge, any premium taxes and any Guaranteed
Minimum Income Benefit Rider charge.

MORTALITY AND EXPENSE RISK CHARGE

We charge a fee as compensation for bearing certain mortality and expense
risks under the Contract. Examples of our risks include a guarantee of annuity
rates, the death benefits, certain Contract expenses, and assuming the risk that
the current charges will be insufficient in the future to cover costs of
administering the Contract. The mortality and expense risk charge is equal, on
an annual basis, to 1.25% of the average daily net assets that you have invested
in each subaccount. If you add the annual compounding death benefit or annual
step-up death benefit, the mortality and expense risk charge increases to 1.40%.
This charge is deducted daily from the subaccounts during the accumulation
period. During the income phase, if you elect a variable annuity option, we
deduct a daily separate account annuitization charge from your subaccount assets
equal to an annual rate of 1.40% in place of the mortality and expense risk and
administrative charges. If you annuitize under the Guaranteed Minimum Income
Benefit Rider, we charge a separate account annuitization charge, currently
2.50%, not to exceed 3.50%, in place of the mortality and expense risk and
administrative charges.

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

ADMINISTRATIVE CHARGE

We deduct an annual administrative charge to cover the costs of
administering the Contracts. This charge is assessed daily and is equal to 0.40%
per year of the average daily net assets that you have invested in each
subaccount. This charge is deducted from the subaccounts during the accumulation
period.

GUARANTEED MINIMUM INCOME BENEFIT RIDER CHARGE

Prior to annuitization, a Rider charge, currently 0.30% annually of the
minimum annuitization value, is deducted from the annuity value on each Contract
anniversary and on the termination date of the Rider (including Contract
surrender and upgrades of minimum annuitization value). We may change the Rider
charge percentage in the future if you choose to upgrade the minimum
annuitization value, or for future issues of the Rider, but it will never be
greater than 0.50% annually. We deduct the Rider charge from the fixed account
and from each subaccount in proportion to the amount of annuity value in each
account.

We will waive the Rider charge on any Contract anniversary if the annuity
value exceeds the Rider charge waiver threshold (currently 2.0) times the
minimum annuitization

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value. For instance, if your annuity value on the seventh Contract anniversary
is $100,000, your minimum annuitization value is $45,000 and the Rider charge
waiver threshold is 2.0, we will waive the Rider charge on that anniversary
because $100,000 is greater than $90,000 ($45,000 x 2.0). We may, at our
discretion, change the Rider charge waiver threshold in the future if you choose
to upgrade the minimum annuitization value, or for future issues of the Rider,
but it will never be greater than 2.5 times the minimum annuitization value.

SEPARATE ACCOUNT ANNUITIZATION CHARGE

If you annuitize under the Rider, a daily separate account annuitization
charge, equal to an annual rate of 2.50% of the daily net asset values in the
subaccounts, is reflected in the amount of the variable payments you receive. We
may change the separate account annuitization charge in the future if you choose
to upgrade the minimum annuitization value, or for future issues of the Rider,
but it will never be greater than 3.50%. The separate account annuitization
charge is deducted in place of the Contract's mortality and expense risk charge
and the administrative charge.

ANNUAL CONTRACT CHARGE

We deduct an annual Contract charge of $30 from your annuity value on each
Contract anniversary and at surrender. We deduct this charge from the fixed
account and each subaccount in proportion to the amount of anuity value in each
account. We deduct this charge to cover our costs of administering the
Contracts. We currently waive this charge if either the annuity value, or the
total premium payments, minus all partial surrenders, equals or exceeds $50,000
on the Contract anniversary for which the charge is payable.

TRANSFER CHARGE

You are allowed to make 12 free transfers per Contract year. If you make
more than 12 transfers per Contract year, we charge $10 for each additional
transfer. We deduct the charge from the amount transferred. Dollar cost
averaging and asset rebalancing transfers are considered transfers. All transfer
requests made on the same day are treated as a single request. We deduct the
charge to compensate us for the cost of processing the transfer.

LOAN PROCESSING FEE

If you take a Contract loan, we will impose a $30 loan processing fee. You
have the option either to send us a $30 check for this fee or to have us deduct
the $30 from the loan amount. This fee is not applicable for all states. This
fee covers loan processing and other expenses associated with establishing and
administering the loan reserve. Only qualified Contracts can take Contract
loans.

PREMIUM TAXES

Some states assess premium taxes on the premium payments you make. A
premium tax is a regulatory tax that some states assess on the premium payments
made into a contract. If we should have to pay any premium tax, we may deduct
the tax from each

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<PAGE>

premium payment or from the accumulation unit value as we incur the tax. We may
deduct the total amount of premium taxes, if any, from the annuity value when:

o you elect to begin receiving annuity payments;
o you surrender the Contract;
o you request a partial surrender; or
o a death benefit is paid.

As of the date of this prospectus, the following states assess a premium
tax on all inital and subsequent premium payments.

<TABLE>
<CAPTION>
STATE QUALIFIED CONTRACTS NONQUALIFIED CONTRACTS
<S> <C> <C>
South Dakota 0.00% 1.25%
Wyoming 0.00% 1.00%
</TABLE>

As of the date of this prospectus, the following states assess a premium
tax against the accumulation unit value if you choose an annuity payment option
instead of receiving a lump sum distribution:

<TABLE>
<CAPTION>
STATE QUALIFIED CONTRACTS NONQUALIFIED CONTRACTS
<S> <C> <C>
California 0.50% 2.35%
Kentucky 2.00% 2.00%
Maine 0.00% 2.00%
Nevada 0.00% 3.50%
West Virginia 1.00% 1.00%
</TABLE>

FEDERAL, STATE AND LOCAL TAXES

We may in the future deduct charges from the Contract for any taxes we
incur because of the Contract. However, no deductions are being made at the
present time.

PORTFOLIO MANAGEMENT FEES

The value of the assets in each subaccount is reduced by the management
fees and expenses paid by the portfolios. Some portfolios also deduct 12b-1 fees
from portfolio assets. A description of these fees and expenses is found in the
Annuity Contract Fee Table on page 11 of this prospectus and in the fund
prospectuses.

Our affiliate, AFSG, the principal underwriter for the Contracts, will
receive the 12b-1 fees deducted from portfolio assets for providing shareholder
support services to the portfolios. We and our affiliates, including the
principal underwriter for the Contracts, may receive compensation from the
investment advisers, administrators, and/or distributors (and an affiliate
thereof) of the portfolios in connection with administrative or other services
and cost

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<PAGE>

savings experienced by the investment advisers, administrators or distributors.
It is anticipated that such compensation will be based on assets of the
particular portfolios attributable to the Contract and may be significant. Some
advisers, administrators, distributors or portfolios may pay us (and our
affiliates) more than others.

WAIVED CHARGES AND EXPENSES TO EMPLOYEES

We may waive the annual Contract charge for Contracts sold to large groups
of full-time employees of the same employer, including directors, officers and
full-time employees of Western Reserve or its affiliates, or other groups where
sales to the group reduce our administrative expenses.

6. TAXES

NOTE: Western Reserve has prepared the following information on federal
income taxes as a general discussion of the subject. It is not intended as tax
advice to any individual. You should consult your own tax advisor about your own
circumstances. We believe that the Contract qualifies as an annuity contract for
federal income tax purposes and the following discussion assumes it so
qualifies. We have included an additional discussion regarding taxes in the SAI.

ANNUITY CONTRACTS IN GENERAL

Deferred annuity contracts are a way of setting aside money for future
needs like retirement. Congress recognized how important saving for retirement
is and provided special rules in the Code for annuities.

Simply stated, these rules provide that you will not be taxed on the
earnings, if any, on the money held in your annuity Contract until you take the
money out. This is referred to as tax deferral. There are different rules as to
how you will be taxed depending on how you take the money out and the type of
Contract -- qualified or nonqualified (discussed below).

You will generally not be taxed on increases in the value of your Contract
until a distribution occurs -- either as a partial or complete surrender or as
annuity payments.

When a non-natural person (e.g., corporations or certain other entities
other than tax-qualified trusts) owns a nonqualified Contract, the Contract will
generally not be treated as an annuity for tax purposes.

QUALIFIED AND NONQUALIFIED CONTRACTS

If you purchase the Contract under an individual retirement annuity, a
403(b) plan, 457 plan, or pension or profit sharing plan, your Contract is
referred to as a qualified Contract.

If you purchase the Contract as an individual and not under a qualified
Contract, your Contract is referred to as a nonqualified Contract.

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<PAGE>

Because variable annuity contracts provide tax deferral whether purchased
as a qualified Contract or nonqualified Contract, you should consider whether
the features and benefits unique to variable annuities are appropriate for your
needs when purchasing a qualified Contract.

A qualified Contract may be used in connection with the following plans:

o Individual Retirement Annuity (IRA): A traditional IRA allows
individuals to make contributions, which may be deductible, to the
Contract. A Roth IRA also allows individuals to make contributions to
the Contract, but it does not allow a deduction for contributions. Roth
IRA distributions may be tax-free if the owner meets certain rules.

o Tax-Sheltered Annuity Plan (403(b) Plan): A 403(b) plan may be made
available to employees of certain public school systems and tax-exempt
organizations and permits contributions to the Contract on a pre-tax
basis.

o Corporate Pension, Profit-Sharing and H.R. 10 Plans: Employers and
self-employed individuals can establish pension or profit-sharing plans
for their employees or themselves and make contributions to the Contract
on a pre-tax basis.

o Deferred Compensation Plan (457 Plan): Certain governmental and
tax-exempt organizations can establish a plan to defer compensation on
behalf of their employees through contributions to the Contract.

There are limits on the amount of annual contributions you can make to
these plans. Other restrictions may apply. The terms of the plan may limit your
rights under a qualified Contract. You should consult your legal counsel or tax
advisor if you are considering purchasing a Contract for use with any retirement
plan. We have provided more detailed information on these plans and the tax
consequences associated with them in the SAI.

PARTIAL AND COMPLETE SURRENDERS -- NONQUALIFIED CONTRACTS

In general, if you make a partial or systematic surrender from your
Contract, the Code treats that surrender as first coming from earnings and then
from your premium payments. When you make a partial surrender you are taxed on
the amount of the surrender that is earnings. When you make a complete surrender
you are generally taxed on the amount that your surrender proceeds exceeds your
premiums paid. Loans, pledges and assignments are taxed in the same manner as
surrenders. Different rules apply for annuity payments.

In the event of a partial surrender or systematic partial surrender from,
or complete surrender of, a nonqualified Contract, we will withhold for tax
purposes the minimum amount required by law, unless the owner affirmatively
elects, before payments begin, to have either nothing withheld or a different
amount withheld.

The Code also provides that surrendered earnings may be subject to a
penalty. The amount of the penalty is equal to 10% of the amount that is
includable in income. Some surrenders will be exempt from the penalty. They
include any amounts:

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<PAGE>

o paid on or after the taxpayer reaches age 59 1/2;
o paid after the owner dies;
o paid if the taxpayer becomes totally disabled (as that term is
defined in);
o paid in a series of substantially equal payments made annually
(or more frequently) under a lifetime annuity;
o paid under an immediate annuity; or
o which come from premium payments made prior to August 14, 1982.

MULTIPLE CONTRACTS

All nonqualified, deferred annuity contracts entered into after October 21,
1988 that we issue (or our affiliates issue) 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. You
should consult a competent tax advisor before purchasing more than one Contract
or other annuity contracts.

DIVERSIFICATION AND DISTRIBUTION REQUIREMENTS

The Code provides that the underlying investments for a nonqualified
variable annuity must satisfy certain diversification requirements in order to
be treated as an annuity contract. Qualified and nonqualified Contracts must
meet certain distribution requirements upon an owner's death in order to be
treated as an annuity contract. A qualified Contract (except a Roth IRA) must
also meet certain distribution requirements during the owner's life. These
diversification and distribution requirements are discussed in the SAI. We may
modify the Contract to attempt to maintain favorable tax treatment.

PARTIAL AND COMPLETE SURRENDERS -- QUALIFIED CONTRACTS

The above information describing the taxation of nonqualified Contracts
does not apply to qualified Contracts. There are special rules that govern
qualified Contracts, including rules restricting when amounts can be paid from
the Contracts and providing that a penalty tax may be assessed on amounts
partially distributed from the Contract prior to the date you reach age 59 1/2,
unless you meet one of the exceptions to this rule. We have provided more
information in the SAI.

In the case of a partial surrender, systematic partial surrender, or
complete surrender distributed to a participant or beneficiary under a qualified
Contract (other than a Roth IRA or a qualifed Contract 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 premium 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.

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<PAGE>

The Code limits distributions of premium payments from certain 403(b)
Contracts. Distributions generally can only be made when an owner:

o reaches age 59 1/2;
o leaves his/her job;
o dies;
o becomes disabled (as that term is defined in the Code); or
o in the case of hardship. However, in the case of hardship, the owner
can only partially surrender the premium payments and not any earnings.

Loans, pledges and assignments of qualified Contracts are taxed in the same
manner as surrenders from such Contracts.

TAXATION OF DEATH BENEFIT PROCEEDS

We may distribute amounts from the Contract because of the death of an
owner or the annuitant. Generally, such amounts are includable in the income of
the recipient:

o if distributed in a lump sum, these amounts are taxed in the
same manner as a complete surrender; or
o if distributed under an annuity payment option, these amounts are
taxed in the same manner as annuity payments.

For these purposes, the "investment in the contract" is not affected by the
owner's or annuitant's death. That is, the "investment in the contract" remains
generally the total premium payments, less amounts received which were not
includable in gross income.

ANNUITY PAYMENTS

Although the tax consequences may vary depending on the annuity payment
option you select, in general, for nonqualified and certain qualified Contracts
(other than a Roth IRA, as to which there are special rules), only a portion of
the annuity payments you receive will be includable in your gross income.

The excludable portion of each annuity payment you receive generally will
be determined as follows:

o Fixed payments -- by dividing the "investment in the contract" on the
maturity date by the total expected value of the annuity payments for
the term of the payments. This is the percentage of each annuity payment
that is excludable.
o Variable payments -- by dividing the "investment in the contract" on the
maturity date by the total number of expected periodic payments. This is
the amount of each annuity payment that is excludable.

The remainder of each annuity payment is includable in gross income. Once
the "investment in the contract" has been fully recovered, the full amount of
any additional annuity payments is includable in gross income.

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<PAGE>

If we permit you to select more than one annuity payment option, special
rules govern the allocation of the Contract's entire "investment in the
contract" to each such option, for purposes of determining the excludable amount
of each payment received under that option. We advise you to consult a competent
tax advisor as to the potential tax effects of allocating amounts to any
particular annuity payment option.

If, after the maturity date, annuity payments stop because of an
annuitant's death, the excess (if any) of the "investment in the contract" as of
the maturity date over the aggregate amount of annuity payments received that
was excluded from gross income is generally allowable as a deduction for your
last tax return.

It is unclear whether your annuity payments under the Guaranteed Minimum
Income Benefit Rider will be treated as fixed payments or as variable payments,
for federal tax purposes. You should consult a competent tax advisor with
respect to this issue.

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF CONTRACTS

If you transfer your ownership or assign a Contract, designate an annuitant
or other beneficiary who is not also the owner, select certain maturity dates,
or change annuitants, you may trigger certain income or gift tax consequences
that are beyond the scope of this discussion. If you contemplate any such
transfer, assignment, selection, or change, you should contact a competent tax
advisor with respect to the potential tax effects of such a transaction.

POSSIBLE TAX LAW CHANGES

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

7. ACCESS TO YOUR MONEY

PARTIAL AND COMPLETE SURRENDERS

You can have access to the money in your Contract in several ways:

o by making either a partial or complete surrender; or
o by taking annuity payments.

If you want to surrender your Contract completely, you will receive the
cash value, which equals the annuity value of your Contract, minus:

o any premium taxes;
o any loans;
o the annual Contract charge; and
o the Guaranteed Minimum Income Benefit Rider charge, if applicable.

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<PAGE>

The cash value will be determined at the accumulation unit value next
determined as the end of the business day (usually 4:00 p.m. Eastern Time) on
which we receive your request for surrender at our administrative office, unless
you specify a later date in your request.

No partial surrender is permitted if it would reduce the cash value below
$25,000. You may not make partial surrenders from the fixed account unless we
consent. Unless you tell us otherwise, we will take the partial surrender from
each of the investment choices in proportion to the cash value.

Unless we otherwise consent, the minimum amount available each time you
request a partial surrender is $500.

Remember that any partial surrender you take will reduce the annuity value.
Under some circumstances, a partial surrender will reduce the death benefit (and
the minimum annuitization value if you selected the Guaranteed Minimum Income
Benefit Rider) by more than the dollar amount of the partial surrender. See
Section 9, Death Benefit, and the SAI for more details.

Income taxes, federal tax penalties and certain restrictions may apply to
any partial or complete surrender you make.

We must receive a properly completed surrender request which must contain
your original signature. If you live in a community property state, your spouse
must also sign the surrender request. We will accept fax or telephone requests
for partial surrenders as long as the surrender proceeds are being sent to the
address of record. The maximum surrender amount you may request by fax or
telephone is $50,000.

When we incur extraordinary expenses, such as overnight mail expenses, for
expediting delivery of your partial or complete surrender payment, we will
deduct that charge from the payment. We charge $20 for an overnight delivery
($30 for Saturday delivery).

For your protection, we will require a signature guarantee for:

o all requests for partial or complete surrenders over $500,000; or
o where the partial or complete surrender proceeds will be sent to an
address other than the address of record.

All signature guarantees must be made by:

o a national or state bank;
o a member firm of a national stock exchange; or
o any institution that is an eligible guarantor under SEC rules and
regulations.

Notarization is not an acceptable form of signature guarantee.

If the Contract's owner is not an individual, additional information may
be required. If you own a qualified Contract, the Code may require your spouse
to consent to any

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<PAGE>

surrender. Other restrictions will apply to Section 403(b) qualified Contracts
and Texas Optional Retirement Program Contracts. For more information, call us
at 1-800-851-9777.

DELAY OF PAYMENT AND TRANSFERS

Payment of any amount due from the separate account for a partial or
complete surrender, a death benefit, or the death of the owner of a nonqualified
Contract, will generally occur within seven business days from the date all
required information is received by us. We may be permitted to defer such
payment from the separate account if:

o the NYSE is closed for other than usual weekends or holidays or
trading on the NYSE is otherwise restricted; or
o an emergency exists as defined by the SEC or the SEC requires
that trading be restricted; or
o the SEC permits a delay for the protection of owners.

In addition, transfers of amounts from the subaccounts may be deferred
under these circumstances.

Pursuant to the requirements of certain state laws, we reserve the right to
defer payment of transfers, partial or complete surrenders and loan amounts from
the fixed account for up to six months.

SYSTEMATIC PARTIAL SURRENDERS

You can elect to receive regular payments from your Contract by using
systematic partial surrenders. Payments are made monthly, quarterly,
semi-annually or annually, in equal payments of at least $200. Your initial
premium payment, if a new Contract, or your annuity value, if an existing
Contract, must equal at least $25,000. We will not process a systematic partial
surrender if the cash value for the entire Contract would be reduced below
$25,000. No systematic partial surrenders are permitted from the fixed account
without our prior consent.

You may stop systematic partial surrenders at any time, but we must receive
written notice at least 30 days prior to the date systematic partial surrenders
are to be discontinued. We reserve the right to discontinue offering systematic
partial surrenders 30 days after we send you written notice.

Income taxes, federal tax penalties and other restrictions may apply to any
systematic partial surrender you receive.

CONTRACT LOANS FOR QUALIFIED CONTRACTS

You can take Contract loans during the accumulation period when the
Contract:

o is used in connection with a tax-sheltered annuity plan under
Section 403(b) of the Code (limit of one Contract loan per calendar
year);

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<PAGE>

o is purchased by a pension, profit-sharing, or other similar plan
qualified under Section 401(a) of the Code (including Section 401(k)
plans - please contact your employer's plan administrator); and
o has been in force for at least 10 days.

The maximum amount you may borrow against the Contract is the lesser of:

o 50% of the annuity value; or
o $50,000 reduced by the highest outstanding loan balance during the
one-year period immediately prior to the loan date. However, if the
annuity value is less than $20,000, the maximum you may borrow against
the Contract is the lesser of 80% of the annuity value or $10,000.

The minimum loan amount is $1,000 (unless otherwise required by state law).
You are responsible for requesting and repaying loans that comply with
applicable tax requirements, and other laws, such as the Employment Retirement
Income Security Act of 1974 ("ERISA"). Accordingly, you should consult a
competent tax advisor before requesting a Contract loan.

The loan amount will be withdrawn from your investment choices and
transferred to the loan reserve. The loan reserve is part of the fixed account
and is used as collateral for all Contract loans. We reserve the right to
postpone distributing the loan amount from the fixed account for up to six
months, if required.

On each Contract anniversary we will compare the amount of the Contract
loan to the amount in the loan reserve. If all Contract loans and unpaid
interest due on the loan exceed the amount in the loan reserve, we will withdraw
the difference from the subaccounts and transfer it to the loan reserve. If the
amount of the loan reserve exceeds the amount of the outstanding Contract loan,
we will withdraw the difference from the loan reserve and transfer it in
accordance with your current premium payment allocation. We reserve the right to
transfer the excess to the fixed account if the amount used to establish the
loan reserve was transferred from the fixed account.

If all Contract loans and unpaid interest due on the loan exceeds the cash
value, we will mail to your last known address and to any assignee of record a
notice stating the amount due in order to reduce the loan amount so that the
loan amount no longer exceeds the cash value. If the excess amount is not paid
within 31 days after we mail the notice, the Contract will terminate without
value.

You can repay any Contract loan in full:

o while the Contract is in force; and
o during the accumulation period.

NOTE CAREFULLY: If you do not repay your Contract loan, we will subtract
the amount of the unpaid loan plus interest from:

o the amount of any death benefit proceeds; or

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<PAGE>

o the amount we pay upon a partial or complete surrender; or
o the amount we apply on the maturity date to provide annuity
payments; or
o the minimum annuitization value if you selected the Guaranteed
Minimum Income Benefit Rider and elect to annuitize under the Rider.

You must pay interest on the loan at the rate of 6% per year. We deduct
interest in arrears. Amounts in the loan reserve will earn interest at a minimum
guaranteed effective annual interest rate of 4%. Principal and interest must be
repaid:

o in level quarterly or monthly payments over a 5-year period; or
o over a 10, 15 or 20-year period, if the loan is used to buy your
principal residence.

An extended repayment period cannot go beyond the year you turn 70 1/2.

If:

o a repayment is not received within 31 days from the original due date;

Then:

o a distribution of all Contract loans and unpaid accrued interest, and
any applicable charges, will take place.

This distribution will be reported as taxable to the Internal Revenue
Service, may be subject to income and penalty tax, and may cause the Contract to
not qualify under Section 403(b) of the Code.

You may fax your loan request to us at 727-299-1620.

The loan date is the date we process the loan request. We charge a $30 fee
to cover loan processing and expenses associated with establishing and
administering the loan reserve (not applicable in all states). We reserve the
right to limit the number of Contract loans to one per Contract year.

Contract loans may not be available in all states.

8. PERFORMANCE

We periodically advertise performance of the subaccounts and investment
portfolios. We may disclose at least four different kinds of performance.

First, we may disclose standardized total return figures for the
subaccounts that reflect the deduction of all charges assessed during the
accumulation period under the Contract, including the mortality and expense risk
charge, the administrative charge and the annual Contract charge. Charges for
the optional Guaranteed Minimum Income Benefit Rider are not deducted. THESE
FIGURES ARE BASED ON THE ACTUAL HISTORICAL PERFORMANCE OF THE SUBACCOUNTS
INVESTING IN THE UNDERLYING PORTFOLIOS SINCE THEIR INCEPTION, ADJUSTED TO
REFLECT CURRENT CONTRACT CHARGES.

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<PAGE>

Second, we may disclose total return figures on a non-standardized basis.
This means that the data may be presented for different time periods and
different dollar amounts. We will only disclose non-standardized performance
data if it is accompanied by standardized total return data.

Third, we may present historic performance data for the portfolios since
their inception reduced by some or all fees and charges under the Contract. Such
adjusted historic performance includes data that precedes the inception date of
the separate account, but is designed to show the performance that would have
resulted if the Contract had been available during that time.

Fourth, we may include in our advertising and sales materials, tax-deferred
compounding charts and other hypothetical illustrations, which may include
comparisons of currently taxable and tax-deferred investment programs, based on
selected tax brackets.

The WRL Fund prospectus presents the total return of certain existing
SEC-registered funds that are managed by sub-advisers to the WRL portfolios.
These funds have investment objectives, policies and strategies that are
substantially similar to those of certain portfolios. We call the funds the
"Similar Sub-Adviser Funds." None of the fees and charges under the Contract has
been deducted from the performance data of the Similar Sub-Adviser Funds. If
Contract fees and charges were deducted, the investment returns would be lower.
The Similar Sub-Adviser Funds are not available for investment under the
Contract.

Appendix B contains performance information that you may find useful. It is
divided into various parts, depending upon the type of performance information
shown. Future performance will vary and future results will not be the same as
the results shown.

9. DEATH BENEFIT

We will pay a death benefit to the beneficiary, under certain
circumstances, if you are both the owner and the annuitant and you die during
the accumulation period. (If you are not the annuitant, a death benefit may or
may not be paid. See below.) The beneficiary may choose an annuity payment
option, or may choose to receive a lump sum.

WHEN WE PAY A DEATH BENEFIT

Before the Maturity Date. We will pay a death benefit to your beneficiary:

If:

o you are both the annuitant and the owner of the Contract; and
o you die before the maturity date.

If:

o you are not the annuitant; and
o you die prior to the maturity date; and

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<PAGE>

o there is no surviving joint owner.

If the only beneficiary is your surviving spouse, then he or she may elect
to continue the Contract as the new annuitant and owner, instead of receiving
the death benefit.

Federally prescribed mandatory distribution requirements apply to the
annuity value upon the death of any owner or annuitant. These restrictions are
detailed in the SAI.

After the Maturity Date. The death benefit payable, if any, on or after the
maturity date depends on the annuity payment option selected. See Fixed Annuity
Payment Options and Variable Annuity Payment Options on pages 18 and 19 for a
description of the annuity payment options. Please note that not all payment
options provide for a death benefit.

If:

o you are not the annuitant; and
o you die on or after the maturity date; and
o the entire interest in the Contract has not been paid to you;

Then:

o any remaining value in the Contract will be distributed at least
as rapidly as under the method of distribution being used as of the
date of the owner's death.

WHEN WE DO NOT PAY A DEATH BENEFIT

No death benefit is paid in the following cases:

If:

o you are not the annuitant; and
o the annuitant dies prior to the maturity date;

Then:

o you will become the new annuitant and the Contract will continue. In the
case of joint owners, the younger joint owner will automatically become
the annuitant.

If:
o you are not the annuitant; and
o you die prior to the maturity date;

Then:

o if there is a surviving joint owner, then the Contract will continue
with the surviving joint owner as sole owner;
o if the beneficiary is alive and is your spouse, the Contract will
continue with the spouse as the new owner; or

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<PAGE>

o if the beneficiary is alive and is not your spouse, the beneficiary will
become the new owner. This new owner generally must surrender the
Contract for the cash value within five years of your death.

NOTE CAREFULLY: If the surviving owner does not name a beneficiary or if no
beneficiary is alive, the owner's estate will become the new owner. The
Contract's cash value must generally be distributed within five years of your
death. If no probate estate is opened because the owner has precluded the
opening of a probate estate by means of a trust or other instrument, unless we
receive written notice of the trust as successor owner signed prior to the
owner's death, that trust may not exercise ownership rights to the Contract. It
may be necessary to open a probate estate in order to exercise ownership rights
to the Contract if no successor owner is named in a written notice received by
us.

STANDARD DEATH BENEFIT (OPTION A)

Death benefit provisions may differ from state to state. The death benefit
may be paid as a lump sum or as annuity payments but in all events will be paid
in accordance with any applicable federal and state laws, rules or regulations.

If the annuitant dies during the accumulation period and if a death benefit
is payable, the standard death benefit will be the greater of:

o the annuity value of your Contract on the death report day; or
o the total premium payments you make to the Contract as of the
death report day, reduced by partial surrenders.

The standard death benefit is not payable after the maturity date.

NOTE: the standard death benefit is referred to as:
o Option A in the Contract form; and
o Guaranteed Minimum Death Benefit in the Contract application.

ANNUAL COMPOUNDING DEATH BENEFIT OR ANNUAL STEP-UP DEATH BENEFIT (OPTIONS B AND
C)

On the Contract application, you may add either the annual compounding
death benefit or annual step-up death benefit for an additional charge. These
options are not available to annuitants age 74 or older on the Contract date.
These death benefit options are only payable during the accumulation period and
are not payable after the maturity date. You may not select either of these
options after the Contract has been issued.

Annual Compounding Death Benefit. During the accumulation period, this
option provides the greater of:

o the standard death benefit; or
o the total premium payments, plus interest at an effective annual
rate of 5% (in most states) from the date of the premium payment to
the date of death, less any adjusted partial surrender(s), including
interest on any partial surrender at the

46
<PAGE>

5% rate from the date of partial surrender to the date of death.
Interest is not credited after the annuitant's 81st birthday.

NOTE: the annual compounding death benefit is referred to as:
o Option B in the Contract form; and
o Annual 5% Compound Death Benefit in the Contract application.

Annual Step-Up Death Benefit. During the accumulation period, this option
provides the greater of:

o the standard death benefit; or
o the highest annuity value on any Contract anniversary before the
annuitant's 81st birthday, increased for any premium payments you
have made and decreased for any adjusted partial surrenders we have
paid to you, following the Contract anniversary on which the highest
annuity value occurs.

NOTE: the annual step-up death benefit is referred to as:
o Option C in the Contract form; and
o Annual Step-Up Death Benefit in the Contract application.

If you select either of these options, then the mortality and expense risk
charge will increase to 1.40%.

Effect of Adjusted Partial Surrender on Annual Compounding Death Benefit or
Annual Step-Up Death Benefit. When you request a partial surrender, we will
reduce the annual compounding death benefit or annual step-up death benefit, if
selected, by an "adjusted partial surrender."

If the annual compounding death benefit or annual step-up death benefit is
greater than the annuity value prior to the partial surrender, the adjusted
partial surrender may be more than the amount of your request. For this reason,
if a death benefit is paid after you have made a partial surrender, then the
total amount paid as the death benefit could be less than the total premium
payments.

A partial surrender will reduce the annual compounding death benefit or
annual step-up death benefit, if selected, by the amount of the partial
surrender times the ratio of:

o the amount of the annual compounding death benefit or annual step-up
death benefit immediately before the partial surrender, to
o the annuity value immediately before the partial surrender.

We have also included a more detailed explanation of this adjustment in the
SAI.

ALTERNATE PAYMENT ELECTIONS BEFORE THE MATURITY DATE

The beneficiary may elect to receive the death benefit in a lump sum
payment, or (if not your surviving spouse) to receive payment:

1. within 5 years of the date of the annuitant's death;

47
<PAGE>

2. over a specific number of years, not to exceed the beneficiary's life
expectancy, with payments starting within one year of the annuitant's
death; or

3. under a life annuity payout option, with payments starting within one
year of the annuitant's death.

Multiple beneficiaries may choose individually among any of the three
options.

If the beneficiary chooses 1 or 2 above, this Contract remains in effect
and remains in the accumulation period until it terminates at the end of the
elected period. The death benefit becomes the new annuity value. If the
beneficiary chooses 3 above, the Contract remains in effect, but moves into the
annuity phase with the beneficiary receiving payments under a life annuity
payout option. Special restrictions apply to 1 above. See the SAI for more
details.

10. OTHER INFORMATION

OWNERSHIP

You, as owner of the Contract, exercise all rights under the Contract,
including the right to transfer ownership (subject to any assignee or
irrevocable beneficiary's consent). You can change the owner at any time by
notifying Western Reserve in writing. An ownership change may be a taxable
event. Joint owners may be named provided they are husband and wife. Joint
ownership is not available in all states.

ANNUITANT

The annuitant is the person named in the application to receive annuity
payments. If no person is named, the owner will be the annuitant. As of the
maturity date, and upon our agreement, the owner may change the annuitant or, if
either annuity Option C or Option E has been selected, add a co-annuitant. On
the maturity date, the annuitant(s) will become the payee(s) and receive the
annuity payments.

BENEFICIARY

The beneficiary is the person who receives the death benefit upon the death
of the annuitant when the owner is the annuitant. You may change the beneficiary
during the lifetime of the annuitant, subject to the rights of any irrevocable
beneficiary. Any change must be made in writing and received by us at our
administrative office and, if accepted, will be effective as of the date on
which the request was signed by the owner. Prior to the maturity date, if no
owner or beneficiary survives the annuitant, the owner's estate will be the
beneficiary. In the case of certain qualified Contracts, the Treasury
Regulations prescribe certain limitations on the designation of a beneficiary.
See the SAI for more details on the beneficiary.

48
<PAGE>

ASSIGNMENT

You can also assign the Contract any time prior to the maturity date.
Western Reserve will not be bound by the assignment until we receive written
notice of the assignment. Western Reserve will not be liable for any payment or
other action we take in accordance with the Contract before we receive notice of
the assignment. An assignment may be a taxable event. There may be limitations
on your ability to assign a qualified Contract, and such assignments may be
subject to tax penalties and taxed as distributions under the Code.

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

Western Reserve was incorporated under the laws of Ohio on October 1, 1957.
It is engaged in the business of writing life insurance policies and annuity
contracts. Western Reserve is wholly-owned by First AUSA Life Insurance Company,
a stock life insurance company which is wholly-owned indirectly by AEGON USA,
Inc. ("AEGON USA"), which conducts most of its operations through subsidiary
companies engaged in the insurance business or in providing non-insurance
financial services. All of the stock of AEGON USA is indirectly owned by AEGON
N.V. of the Netherlands, the securities of which are publicly traded. AEGON
N.V., a holding company, conducts its business through subsidiary companies
engaged primarily in the insurance business. Western Reserve is licensed in the
District of Columbia, Guam, Puerto Rico and in all states except New York.

THE SEPARATE ACCOUNT

Western Reserve established a separate account, called the WRL Series
Annuity Account, under the laws of the State of Ohio on April 12, 1988. The
separate account is divided into subaccounts, each of which invests exclusively
in shares of a mutual fund portfolio. Currently, there are 29 subaccounts
offered through this Contract. Western Reserve may add, delete or substitute
subaccounts or investments held by the subaccounts, and we reserve the right to
change the investment objective of any subaccount, subject to applicable law as
described in the SAI. In addition, the separate account may be used for other
variable annuity contracts issued by Western Reserve.

The separate account is registered with the SEC as a unit investment trust
under the 1940 Act. However, the SEC does not supervise the management, the
investment practices, or the Contracts of the separate account or Western
Reserve.

The assets of the separate account are held in Western Reserve's name on
behalf of the separate account and belong to Western Reserve. However, the
assets underlying the Contracts are not chargeable with liabilities arising out
of any other business Western Reserve may conduct. The income, gains and losses,
realized and unrealized, from the assets allocated to each subaccount are
credited to and charged against that subaccount without regard to the income,
gains and losses from any other of our accounts or subaccounts.

Information about the separate account can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. You may obtain information about
the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains a web site (www.sec.gov) that contains other
information regarding the separate account.

49
<PAGE>

VOTING RIGHTS

Western Reserve will vote all shares of the portfolios in accordance with
instructions we receive from you and other owners that have voting interests in
the portfolios. We will send you and other owners written requests for
instructions on how to vote those shares. When we receive those instructions, we
will vote all of the shares in accordance with those instructions. We will vote
shares for which no timely instructions were received in the same proportion as
the voting instructions we received. However, if we determine that we are
permitted to vote the shares in our own right, we may do so. Each person having
a voting interest will receive proxy material, reports, and other materials
relating to the appropriate portfolio. More information on voting rights is
provided in the SAI.

DISTRIBUTION OF THE CONTRACTS

AFSG is the principal underwriter of the Contracts. Like Western Reserve,
it is an indirect wholly-owned subsidiary of AEGON USA. It is located at 4333
Edgewood Road N.E., Cedar Rapids, IA 52499-0001. AFSG is registered as a
broker/dealer under the Securities Exchange Act of 1934. It is a member of the
National Association of Securities Dealers, Inc.

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

The Contracts are offered to the public through broker/dealers licensed
under the federal securities laws and state insurance laws and who have entered
into written sales agreements with AFSG, including InterSecurities, Inc.,
Transamerica Capital, Inc. and Transamerica Financial Resources, Inc., all
affiliates of Western Reserve. First year commissions of up to 1.25% of premium
payments will be paid to broker/dealers who sell the Contracts under agreements
with AFSG. In addition, broker/dealers may receive trail commissions of 1.25% of
the annuity value in each Contract year, starting at the end of the first
quarter of the second Contract year, provided the Contract has an annuity value
of $25,000 or more in the subaccounts. These commissions are not deducted from
premium payments. Certain production, persistency and managerial bonuses may
also 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 the Contracts is
continuous and Western Reserve does not anticipate discontinuing the offering of
the Contracts. However, Western Reserve reserves the right to do so.

50
<PAGE>

NON-PARTICIPATING CONTRACT

The Contract does not participate or share in the profits or surplus
earnings of Western Reserve. No dividends are payable on the Contract.

VARIATIONS IN CONTRACT PROVISIONS

Certain provisions of the Contracts may vary from the descriptions in this
prospectus in order to comply with different state laws. See your Contract for
variations since any such state variations will be included in your Contract or
in riders or endorsements attached to your Contract.

The fixed account is not available in all states. Residents of Washington,
Oregon, New Jersey and Massachusetts may not direct or transfer any money to the
fixed account.

IMSA

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

LEGAL PROCEEDINGS

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

FINANCIAL STATEMENTS

The financial statements of Western Reserve and the separate account are
included in the SAI.

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<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Definitions of Special Terms
The Contract -- General Provisions
Certain Federal Income Tax Consequences
Investment Experience
Historical Performance Data
Published Ratings
Administration
Records and Reports
Distribution of the Contracts
Other Products
Custody of Assets
Legal Matters
Independent Accountants
Other Information
Financial Statements

Inquiries and requests for an SAI should be directed to:

Western Reserve Life
Administrative Office
Attention: Annuity Department
P.O. Box 9051
Clearwater, Florida 33758-9051
1-800-851-9777

52
<PAGE>

APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The accumulation unit values and the number of accumulation units
outstanding for each subaccount from the date of inception are shown in the
following tables. The number of accumulation units combines the units
outstanding as follows:

o Two variable annuity contracts issued by Western Reserve with subaccount
classes that deduct a 1.65% separate account annual expense; and

o One variable annuity contract issued by Western Reserve with subaccount
classes that deduct a 1.80% separate account annual expense.

<TABLE>
<CAPTION>
WRL J.P. MORGAN MONEY MARKET SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.046 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL AEGON BOND SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $9.979 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL JANUS GROWTH SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.870 2,500
</TABLE>

53
<PAGE>

<TABLE>
<CAPTION>
WRL JANUS GLOBAL SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $11.387 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL LKCM STRATEGIC TOTAL RETURN SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.316 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL VKAM EMERGING GROWTH SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $12.108 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL ALGER AGGRESSIVE GROWTH SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $11.705 2,500
</TABLE>

54
<PAGE>

<TABLE>
<CAPTION>
WRL AEGON BALANCED SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.001 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL FEDERATED GROWTH & INCOME SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.074 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL DEAN ASSET ALLOCATION SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $9.907 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL C.A.S.E. GROWTH SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.053 2,500
</TABLE>

55
<PAGE>

<TABLE>
<CAPTION>
WRL NWQ VALUE EQUITY SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.421 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL GE INTERNATIONAL EQUITY SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $11.124 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL GE U.S. EQUITY SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.424 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL THIRD AVENUE VALUE SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.660 2,500
</TABLE>

56
<PAGE>

<TABLE>
<CAPTION>
WRL J.P. MORGAN REAL ESTATE SECURITIES SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.398 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL GOLDMAN SACHS GROWTH SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.731 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL GOLDMAN SACHS (SM)ALL CAP SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.891 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL T. ROWE PRICE DIVIDEND GROWTH SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $9.872 2,500
</TABLE>

57
<PAGE>

<TABLE>
<CAPTION>
WRL T. ROWE PRICE SMALLCAP SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $11.398 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL SALOMON ALL CAP SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.459 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL PILGRIM BAXTER MID CAP GROWTH SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $12.092 2,500
</TABLE>

<TABLE>
<CAPTION>
WRL DREYFUS MID CAP SUBACCOUNT
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF UNIT VALUE AT OUTSTANDING AT
PERIOD END OF PERIOD END OF PERIOD
<S> <C> <C> <C>
11/29/1999(1)-12/31/1999 $10.000 $10.510 2,500
</TABLE>

(1) Commencement of operations of these subaccounts.

58
<PAGE>

Because the WRL Value Line Aggressive Growth, WRL Great Companies --
America(SM) and WRL Great Companies -- Technology(SM) portfolios did not
commence operations until May 1, 2000 and because Fidelity VIP Equity-Income
Portfolio -- Service Class 2, Fidelity VIP II Contrafund(R) Portfolio -- Service
Class 2 and Fidelity VIP III Growth Opportunities Portfolio -- Service Class 2
were not offered under this prospectus until May 1, 2000, there is no condensed
financial information for these subaccounts for the year ended December 31,
1999.

59
<PAGE>

APPENDIX B
HISTORICAL PERFORMANCE DATA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STANDARDIZED PERFORMANCE DATA

We may advertise historical yields and total returns for the subaccounts of
the separate account. These figures are based on historical earnings and will be
calculated according to guidelines from the SEC. They do not indicate future
performance.

WRL J.P. MORGAN MONEY MARKET SUBACCOUNT. The yield of the WRL J.P. Morgan
Money Market subaccount is the annualized income generated by an investment in
the subaccount over a specified seven-day period. The yield is calculated by
assuming that the income generated for that seven-day period, not including
capital changes or income other than investment income, is generated each
seven-day period over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly but we assume that the
income earned is reinvested. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.

OTHER SUBACCOUNTS. The YIELD of a subaccount, other than the WRL J.P.
Morgan Money Market subaccount, refers to the annualized income generated by an
investment in the subaccount over a specified 30-day period. The yield is
calculated by assuming that the income generated by the investment during that
30-day period is generated each 30-day period over a 12-month period and is
shown as a percentage of the investment.

The TOTAL RETURN of a subaccount assumes that an investment has been held
in a subaccount for various periods of time including a period measured from the
date the first subaccount investing in the underlying portfolios began
operations. When the first subaccount investing in the underlying portfolios has
been in operation for 1, 5, and 10 years, the total return for these periods
will be provided, adjusted to reflect current subaccount charges. adjusted to
reflect current subaccount charges. The total return quotations will represent
the average annual compounded rates of return of investment of $1,000 in the
subaccount as of the last day of each period.

The yield and total return calculations for a subaccount are not reduced by
any premium taxes. For additional information regarding yields and total
returns, please refer to the SAI.

Based on the method of calculation described in the SAI, the standardized
average annual total returns of the subaccounts for periods from inception of
the subaccounts investing in the underlying portfolios to December 31, 1999 and
for the one, five and ten year periods ended December 31, 1999 are shown in
Tables 1 and 2 below. Although the Contract did not exist during the periods
shown in Tables 1 and 2, the returns of the subaccounts shown have been adjusted
to reflect current subaccount charges imposed under the Contract. Total returns
shown in Table 1 reflect deductions of 1.25% for the mortality and expense risk
charge for the standard death benefit, 0.40% for the administrative charge

60
<PAGE>

and $30 for the annual Contract charge (based on an annuity value of $10,000,
the annual Contract charge translates into a charge of 0.30%). Total returns
shown in Table 2 reflect the standardized total returns of Table 1, adjusted to
reflect 1.40% for the mortality and expense risk charge (assuming selection of
the annual compounding death benefit or annual step-up death benefit), 0.40% for
the administrative charge, and $30 for the annual Contract charge. THE OPTIONAL
GUARANTEED MINIMUM INCOME BENEFIT RIDER CHARGE OF 0.30% OF MINIMUM ANNUITIZATION
VALUE ("MAV") HAS NOT BEEN DEDUCTED.

61
<PAGE>

<TABLE>
<CAPTION>
TABLE 1
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS OF THE SUBACCOUNTS
(ASSUMES SELECTION OF STANDARD DEATH BENEFIT
WITHOUT GUARANTEED MINIMUM DEATH BENEFIT RIDER)
(TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES: 1.65%)

1 YEAR 5 YEARS 10 YEARS INCEPTION OF THE SUBACCOUNT
ENDED ENDED ENDED SUBACCOUNT TO INCEPTION
SUBACCOUNT 12/31/99 12/31/99 12/31/99 12/31/99** DATE**
WRL J.P. Morgan Money Market* 2.97% 3.16% 2.71% 2.97% 02/24/1989
<S> <C> <C> <C> <C> <C>
WRL AEGON Bond -4.68% 5.29% 5.23% 5.91% 02/24/1989
WRL Janus Growth 56.81% 37.19% 21.20% 22.58% 02/24/1989
WRL Janus Global 68.04% 30.37% N/A 25.41% 12/03/1992
WRL LKCM Strategic Total Return 10.06% 14.25% N/A 11.63% 03/01/1993
WRL VKAM Emerging Growth 101.49% 40.20% N/A 30.08% 03/01/1993
WRL Alger Aggressive Growth 66.00% 33.98% N/A 27.86% 03/01/1994
WRL AEGON Balanced 1.18% 9.19% N/A 6.46% 03/01/1994
WRL Federated Growth & Income 6.17% 9.25% N/A 6.74% 03/01/1994
WRL Dean Asset Allocation -7.33% N/A N/A 8.25% 01/03/1995
WRL C.A.S.E. Growth 31.45% N/A N/A 16.51% 05/01/1995
WRL NWQ Value Equity 6.01% N/A N/A 8.63% 05/01/1996
WRL GE International Equity 22.72% N/A N/A 12.73% 01/02/1997
WRL GE U.S. Equity 16.29% N/A N/A 20.45% 01/02/1997
WRL Third Avenue Value 13.64% N/A N/A 1.89% 01/02/1998
WRL J.P. Morgan Real Estate Securities -5.50% N/A N/A -12.95% 05/01/1998
WRL Goldman Sachs Growth N/A N/A N/A 16.15% 05/03/1999
WRL Goldman Sachs Small Cap N/A N/A N/A 16.05% 05/03/1999
WRL T. Rowe Price Dividend Growth N/A N/A N/A -8.47% 05/03/1999
WRL T. Rowe Price Small Cap N/A N/A N/A 36.89% 05/03/1999
WRL Salomon All Cap N/A N/A N/A 14.24% 05/03/1999
WRL Pilgrim Baxter Mid Cap Growth N/A N/A N/A 75.95% 05/03/1999
WRL Dreyfus Mid Cap N/A N/A N/A 5.96% 05/03/1999
WRL Value Line Aggressive Growth N/A N/A N/A N/A 05/01/2000
WRL Great Companies -- America(SM) N/A N/A N/A N/A 05/01/2000
WRL Great Companies -- Technology(SM) N/A N/A N/A N/A 05/01/2000
Fidelity VIP Equity-Income Portfolio --
Service Class 2 N/A N/A N/A N/A 05/01/2000
Fidelity VIP II Contrafund(R) Portfolio --
Service Class 2 N/A N/A N/A N/A 05/01/2000
Fidelity VIP III Growth Opportunities Portfolio --
Service Class 2 N/A N/A N/A N/A 05/01/2000
</TABLE>

* Yield more closely reflects the current earnings of the WRL J.P. Morgan
Money Market subaccount than its total return.

** Refers to the date when the separate account first invested in the
underlying portfolios.

62
<PAGE>

<TABLE>
<CAPTION>
TABLE 2
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS OF THE SUBACCOUNTS
(ASSUMES SELECTION OF
ANNUAL COMPOUNDING DEATH BENEFIT
OR ANNUAL STEP-UP DEATH BENEFIT
WITHOUT GUARANTEED MINIMUM DEATH BENEFIT RIDER)
(TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES: 1.80%)
1 YEAR 5 YEARS
ENDED ENDED
SUBAOUNT 12/31/99 12/31/99
<S> <C> <C>
WRL J.P. Morgan Money Markets* 2.83% 3.00%
WRL AGEON Bond -4.81% 5.12%
WRL Janus Growth 56.60% 36.97%
WRL Janus Global 67.81% 30.17%
WRL LKCM Strategic Total Return 9.91% 14.08%
WRL VKAM Emerging Growth 101.21% 39.98%
WRL Alger Aggressive Growth 65.77% 33.77%
WRL AEGON Balanced 1.04% 9.02%
WRL Federated Growth & Income -6.29% 9.08%
WRL Dean Asset Allocation -7.46% N/A
WRL C.A.S.E. Growth 31.26% N/A
WRL NWQ Value Equity 5.87% N/A
WRL GE International Equity 22.55% N/A
WRL GE U.S. Equity 16.13% N/A
WRL Third Avenue Value 13.49% N/A
WRL J.P. Morgan Real Estate Securities -5.63% N/A
WRL Goldman Sachs Growth N/A N/A
WRL Goldman Sachs Small Cap N/A N/A
WRL T. Rowe Price Dividend Growth N/A N/A
WRL T. Rowe Price Small Cap N/A N/A
WRL Salomon All Cap N/A N/A
WRL Pilgrim Baxter Mid Cap Growth N/A N/A
WRL Dreyfus Mid Cap N/A N/A
WRL Value Line Aggressive Growth N/A N/A
WRL Great Companies -- America(SM) N/A N/A
WRL Great Companies -- Technology(SM) N/A N/A
Fidelity -- VIP Equity-Income Portfolio -- Service Class 2 N/A N/A
Fidelity -- VIP II Contrafund(R) Portfolio -- Service Class 2 N/A N/A
Fidelity -- VIP III Growth Opportunities Portfolio --
Service Class 2 N/A N/A

<CAPTION>
INCEPTION OF THE SUBACCOUNT
SUBACCOUNT TO INCEPTION
SUBACCOUNT 10 YEARS 12/31/99** DATE**
<S> <C> <C> <C>
WRL J.P. Morgan Money Markets* 2.55% 2.80% 02/24/1989
WRL AGEON Bond 5.06% 5.74% 02/24/1989
WRL Janus Growth 21.00% 22.38% 02/24/1989
WRL Janus Global N/A 25.22% 12/03/1992
WRL LKCM Strategic Total Return N/A 11.45% 03/01/1993
WRL VKAM Emerging Growth N/A 29.88% 03/01/1993
WRL Alger Aggressive Growth N/A 27.66% 03/01/1994
WRL AEGON Balanced N/A 6.30% 03/01/1994
WRL Federated Growth & Income N/A 6.57% 03/01/1994
WRL Dean Asset Allocation N/A 8.09% 01/03/1995
WRL C.A.S.E. Growth N/A 16.34% 05/01/1995
WRL NWQ Value Equity N/A 8.47% 05/01/1996
WRL GE International Equity N/A 12.56% 01/02/1997
WRL GE U.S. Equity N/A 20.27% 01/02/1997
WRL Third Avenue Value N/A 1.75% 01/02/1998
WRL J.P. Morgan Real Estate Securities N/A -13.07% 05/01/1998
WRL Goldman Sachs Growth N/A 16.05% 05/03/1999
WRL Goldman Sachs Small Cap N/A 15.95% 05/03/1999
WRL T. Rowe Price Dividend Growth N/A -8.55% 05/03/1999
WRL T. Rowe Price Small Cap N/A 36.77% 05/03/1999
WRL Salomon All Cap N/A 14.14% 05/03/1999
WRL Pilgrim Baxter Mid Cap Growth N/A 75.79% 05/03/1999
WRL Dreyfus Mid Cap N/A 5.87% 05/03/1999
WRL Value Line Aggressive Growth N/A N/A 05/01/2000
WRL Great Companies -- America(SM) N/A N/A 05/01/2000
WRL Great Companies -- Technology(SM) N/A N/A 05/01/2000
Fidelity -- VIP Equity-Income Portfolio -- Service Class 2 N/A N/A 05/01/2000
Fidelity -- VIP II Contrafund(R) Portfolio -- Service Class 2 N/A N/A 05/01/2000
Fidelity -- VIP III Growth Opportunities Portfolio --
Service Class 2 N/A N/A 05/01/2000
</TABLE>

* Yield more closely reflects the current earnings of the WRL J.P. Morgan
Money Market subaccount than its total return.

** Refers to the date when the separate account first invested in the
underlying portfolios.

63
<PAGE>

NON-STANDARDIZED PERFORMANCE DATA

In addition to the standardized data discussed above, similar performance
data for other periods may also be shown.

We may from time to time also disclose average annual total return or other
performance data in non-standardized formats for the subaccounts. The
non-standardized performance data may make different assumptions regarding the
amount invested, the time periods shown, or the effect of partial surrenders or
annuity payments.

All non-standardized performance data will be advertised only if the
standardized performance data as shown in Tables 1 and 2 is also disclosed. For
additional information regarding the calculation of other performance data,
please refer to the SAI.

ADJUSTED HISTORICAL PERFORMANCE DATA. We may disclose historic performance
data for the portfolios since their inception reduced by some or all of the fees
and charges under the Contract. Such adjusted historic performance would include
data that precedes the inception dates of the subaccounts investing in the
underlying portfolios. This data is designed to show the performance that would
have resulted if the Contract had been in existence during that time, based on
the portfolio's performance. This data assumes that the subaccounts available
under the Contract were in existence for the same period as the portfolio with a
level of charges equal to those currently assessed under the Contract. This data
is not intended to indicate future performance.

Because the separate account has been invested in portfolio shares since
the inception of the class of portfolio shares held by the separate account, the
adjusted historic portfolio data for the Contract corresponds to the performance
data displayed in Tables 1 and 2 of Appendix B.