485APOS

As filed with the Securities and Exchange Commission on February 26, 2004

Registration No. 333-107705/811-4420

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO.      ¨

POST-EFFECTIVE AMENDMENT NO. 1 x

and/or

REGISTRATION STATEMENT

UNDER THE

INVESTMENT COMPANY ACT OF 1940

Amendment No. 18 x

(Check appropriate box or boxes)

WRL SERIES LIFE ACCOUNT

(Exact Name of Registrant)

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

(Name of Depositor)

570 Carillon Parkway

St. Petersburg, FL 33716

(Address of Depositor’s Principal Executive Offices) (Zip Code)

Depositor’s Telephone Number, including Area Code:

(727) 299-1800

Thomas E. Pierpan, Esq.

Vice President, Assistant Secretary and Senior Counsel

Western Reserve Life Assurance Co. of Ohio

570 Carillon Parkway

St. Petersburg, FL 33716

(Name and Address of Agent for Service)

Copy to:

Mary Jane Wilson-Bilik, Esq.

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue, N.W.

Washington, D.C. 20004-2415

Approximate Date of Proposed Public Offering: May 1, 2004

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

¨ immediately upon filing pursuant to paragraph (b)

¨ on (date) , pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

x on May 1, 2004 , pursuant to paragraph (a)(1)

If appropriate, check the following box:

x This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PART A

INFORMATION REQUIRED IN A PROSPECTUS

P R O S P E C T U S

May 1, 2004

WRL XCELERATOR^SM

issued through

WRL Series Life Account

by

Western Reserve Life Assurance Co. of Ohio

570 Carillon Parkway

St. Petersburg, Florida 33716

1-800-851-9777

(727) 299-1800

AN INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

This prospectus describes the WRL Xcelerator^SM, a flexible premium variable life insurance policy (the “Policy”). You can allocate your Policy’s cash value to the fixed account (which credits a specified guaranteed interest rate) and/or to the WRL Series Life Account, which invests through its subaccounts in portfolios of the AEGON/Transamerica Series Fund, Inc. – Initial Class (the “Series Fund”), the Access Variable Insurance Trust (the “AVIT”), and the Fidelity Variable Insurance Products Fund – Service Class 2 (“Fidelity VIP Fund”) (collectively, the “funds”).

The portfolios of the Series Fund available to you under this Policy are:

¨	AEGON Bond		¨	MFS High Yield
¨	Asset Allocation – Conservative Portfolio		¨	Munder Net50
¨	Asset Allocation – Growth Portfolio		¨	PIMCO Total Return
¨	Asset Allocation – Moderate Growth Portfolio		¨	Salomon All Cap
¨	Asset Allocation – Moderate Portfolio		¨	Templeton Great Companies Global
¨	Capital Guardian Value		¨	Third Avenue Value
¨	Clarion Real Estate Securities		¨	Transamerica Balanced (formerly, Janus Balanced)
¨	Federated Growth & Income		¨	Transamerica Convertible Securities
¨	Great Companies – AmericaSM		¨	Transamerica Equity
¨	Great Companies – TechnologySM		¨	Transamerica Growth Opportunities
¨	Janus Growth		¨	Transamerica Money Market
¨	J.P. Morgan Enhanced Index		¨	Transamerica U.S. Government Securities
¨	J.P. Morgan Mid Cap Value (formerly, Dreyfus Mid Cap)		¨	Transamerica Value Balanced
¨	Marsico Growth		¨	T. Rowe Price Equity Income
¨	Merrill Lynch U.S. Active Large Cap Value (formerly, PBHG/NWQ Value Select)		¨	T. Rowe Price Small Cap
			¨	Van Kampen Emerging Growth
The portfolios of the AVIT available to you under this Policy are:
¨	Access U.S. Government Money Market Portfolio	¨	Potomac Dow 30 Plus Portfolio
¨	Potomac OTC Plus Portfolio	¨	Wells S&P REIT Index Portfolio
The portfolio of the Fidelity VIP Fund available to you under this Policy is:
¨	Fidelity VIP Index 500 Portfolio

If you already own a life insurance policy, it may not be to your advantage to buy additional insurance or to replace your Policy with the Policy described in this prospectus. And it may not be to your advantage to borrow money to purchase this Policy or to take withdrawals from another Policy you own to make premium payments under this Policy.

Prospectuses for the portfolios of the funds must accompany this prospectus. Certain portfolios may not be available in all states. Please read these documents before investing and save them for future reference.

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

The Securities and 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.

Table of Contents

Policy Benefits/Risks Summary	1
Policy Benefits	1
The Policy in General	1
Flexible Premiums	1
Variable Death Benefit	1
No Lapse Period Guarantee	2
Cash Value	3
Transfers	3
Loans	3
Cash Withdrawals and Surrenders	3
Tax Benefits	4
Policy Risks	4
Risk of an Increase in Current Fees and Expenses	4
Investment Risks	4
Risk of Lapse	4
Tax Risks (Income Tax and MEC)	5
Loan Risks	5
Portfolio Risks	6
Fee Tables	6
Range of Expenses for the Portfolios	13
Western Reserve, The Separate Account, the Fixed Account and the Portfolios	13
Western Reserve	13
The Separate Account	13
The Fixed Account	14
The Portfolios	14
Addition, Deletion, or Substitution of Investments	19
Your Right to Vote Portfolio Shares	19
Charges and Deductions	19
Premium Expense Charge	20
Monthly Deduction	20
Mortality and Expense Risk Charge	23
Surrender Charge	23
Decrease Charge	25
Transfer Charge	26
Loan Interest Charge	26
Cash Withdrawal Charge	26
Taxes	26
Rider Charges	26
Portfolio Expenses	27
The Policy	27
Ownership Rights	27
Modifying the Policy	28
Purchasing a Policy	28
Tax-Free “Section 1035” Exchanges	28
When Insurance Coverage Takes Effect	29
Backdating a Policy	30
Policy Changes After Age 100	31
WRL Xcelerator Focus	31

This Policy is not available in the State of New York.

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Policy Features	32
Premiums	32
Allocating Premiums	32
Premium Flexibility	33
Planned Periodic Payments	33
Minimum Monthly Guarantee Premium	33
Premium Limitations	34
Making Premium Payments	34
Transfers	34
General	34
Fixed Account Transfers	36
Conversion Rights	37
Dollar Cost Averaging	37
Asset Rebalancing Program	37
Third Party Asset Allocation Services	38
Policy Values	38
Cash Value	38
Net Surrender Value	39
Subaccount Value	39
Subaccount Unit Value	39
Fixed Account Value	40
Death Benefit	40
Death Benefit Proceeds	40
Death Benefit	40
Death Benefit After Age 100	44
Effect of Cash Withdrawals on the Death Benefit	44
Effect of Inflation Fighter Rider on the Death Benefit	44
Choosing Death Benefit Options	45
Changing the Death Benefit Option	45
Increasing/Decreasing the Specified Amount	45
Payment Options	47
Surrenders and Cash Withdrawals	47
Surrenders	47
Cash Withdrawals	47
Canceling a Policy	48
Loans	48
General	48
Interest Rate Charged	49
Loan Reserve Interest Rate Credited	49
Effect of Policy Loans	49
Policy Lapse and Reinstatement	50
Lapse	50
No Lapse Period Guarantee	50
Reinstatement	51
Federal Income Tax Considerations	52
Tax Status of the Policy	52
Tax Treatment of Policy Benefits	52
Other Policy Information	55
Payments We Make	55
Split Dollar Arrangements	55
Policy Termination	56
Supplemental Benefits (Riders)	56
Children’s Insurance Rider	56
Accidental Death Benefit Rider	56
Other Insured Rider	57

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Disability Waiver of Monthly Deductions Rider	57
Disability Waiver of Premium Rider	58
Primary Insured Rider Plus (“PIR Plus”)	59
Living Benefit Rider (an Accelerated Death Benefit)	60
Inflation Fighter Rider	60
Additional Information	62
Sale of the Policies	62
Legal Proceedings	62
Financial Statements	62
Performance Data	63
Rates of Return	63
Table of Contents of the Statement of Additional Information	65
Glossary	67
Appendix A – Surrender Charge Per Thousand of Specified Amount Layer (Based on the gender and rate class of the insured)	71
Appendix B – Monthly Per Unit Charges ( Rate Per Thousand)	73
Appendix C – Inflation Fighter Rider Surrender Charge and Per Unit Charge Tables for the WRL Xcelerator	75
Appendix D – Illustrations	76
Prospectus Back Cover	79
Personalized Illustrations of Policy Benefits	79
Inquiries	79

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Policy Benefits/Risks Summary WRL Xcelerator^SM

This summary describes the Policy’s important benefits and risks. More detailed information about the Policy appears later in this prospectus and in the Statement of Additional Information (“SAI”). For your convenience, we have provided a Glossary at the end of this prospectus that defines certain words and phrases used in this prospectus.

Policy Benefits

The Policy in General

• The WRL Xcelerator^SM is an individual flexible premium variable life insurance policy. The Policy gives you the potential for long-term life insurance coverage with the opportunity for tax-deferred cash value accumulation. The Policy’s cash value will increase or decrease depending on the investment performance of the subaccounts, the premiums you pay, the fees and charges we deduct, the interest we credit to the fixed account, and the effects of any Policy transactions (such as transfers, loans and partial withdrawals).

• The Policy is designed to be long-term in nature in order to provide significant life insurance benefits for you. However, purchasing this Policy involves certain risks. You should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should consider the Policy in conjunction with other insurance you own. The Policy is not suitable as a short-term savings vehicle. There may be adverse consequences should you decide to surrender your Policy early, such as payment of a surrender charge that applies during the first 8 Policy years and for 8 years from the date of any increase in specified amount.

• Fixed Account. You may place money in the fixed account where it earns at least 2% annual interest. We may declare higher rates of interest, but are not obligated to do so. The fixed account is part of our general account.

• Separate Account. You may direct the money in your Policy to any of the subaccounts of the separate account. Each subaccount invests exclusively in one of the portfolios listed on the cover of this prospectus. Money you place in a subaccount is subject to investment risk and its value will vary each day according to the investment performance of the portfolios in which the subaccounts invest.

• Supplemental Benefits (Riders). Supplemental riders, such as the Inflation Fighter Rider, are available under the Policy. Depending upon the rider(s) you add, we deduct charges for certain of these riders from cash value as part of the monthly deduction. These riders may not be available in all states.

• WRL Xcelerator Focus. Under the WRL Xcelerator Focus Policy, the per unit charges are lower, but investment options are restricted and the minimum no lapse period is shorter.

Flexible Premiums

• You select a premium payment plan but the plan is flexible – you are not required to pay premiums according to the plan. You can change the frequency and amount, within limits, and can skip premium payments. Unplanned premiums may be made, within limits. Premium payments must be at least $50.

• You increase your risk of lapse if you do not regularly pay premiums at least as large as the current minimum monthly guarantee premium. Under certain circumstances, extra premiums may be required to prevent lapse.

• Once we deliver your Policy, the free-look period begins. You may return the Policy during this period and receive a refund. Depending on the laws of the state governing your Policy (usually the state where you live), we will either allocate your initial net premium(s) to the accounts you indicated on your application, or we will place your initial net premium(s) in the reallocation account until the reallocation date as shown on your Policy schedule page.

Variable Death Benefit

• If the insured dies while the Policy is in force, we will pay a death benefit to the beneficiary(ies). The amount of the death benefit depends on the specified amount of insurance you select, the death benefit option you chose, and any additional insurance provided by riders you purchase.

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• Choice Among Death Benefit Options. You must choose one of three death benefit options. We offer the following:

• Option A is the greatest of:

• the current specified amount, or

• the minimum death benefit under the guideline premium or cash value accumulation life insurance compliance test; or

• the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

• Option B is the greatest of:

• the current specified amount, plus the Policy’s cash value on the date of the insured’s death, or

• the minimum death benefit under the guideline premium or cash value accumulation life insurance compliance test; or

• the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

• Option C is the greatest of:

• the amount payable under Option A, or

• the current specified amount, multiplied by an age-based “factor,” plus the Policy’s cash value on the date of the insured’s death, or

• the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

We will reduce the death benefit proceeds by any outstanding loan amount, including accrued interest, and any due and unpaid charges.

The Policy allows you to choose between two federal income tax compliance tests for life insurance policies: the guideline premium test and the cash value accumulation test. You can use either tax compliance test with any one of the three death benefit options. Your election may affect the amount of the death benefit and the monthly deduction. You may not change tests.

There are two main differences between the two tests. First, the guideline premium tax test limits the amount of premium payments you may make to your Policy. There are no legal limits on the amount of premium payments under the cash value accumulation tax test, although we may apply our own limits. Second, the factors that determine the minimum death benefit under the guideline premium test are different from those under the cash value accumulation test. You should consult a tax advisor when choosing the tax test.

We offer three (3) bands of specified amount coverage under this Policy. Each band has its own cost of insurance rates and per unit charge rates. In general, the greater the specified amount band of your Policy, the lower the cost of insurance rates.

• Under current tax law, the death benefit should generally be U.S. federal income tax free to the beneficiary. Other taxes, such as estate taxes, may apply.

• Change in Death Benefit Option and Specified Amount. You may increase the specified amount once a year on any Monthiversary, and you may decrease the specified amount once a year after the third Policy year. However, after the third Policy year and once each Policy year thereafter, you may make one of the following changes: change the death benefit option or change the specified amount. Until the later of the end of the surrender charge period or attained age 65, we may limit the amount of any decrease to no more than 20% of the current specified amount. The new specified amount cannot be less than the minimum specified amount as shown in your Policy. You may increase the specified amount on any Monthiversary prior to the insured’s 86^th birthday. You may change the death benefit option on any Monthiversary before the insured reaches attained age 95.

No Lapse Period Guarantee

• We guarantee that your Policy will not lapse until the no lapse date shown on your Policy schedule page, so long as on any Monthiversary you have paid total premiums (minus any cash withdrawals, minus any outstanding loan amount, minus any accrued loan interest, and minus any decrease charge) that equal or exceed the sum of the minimum monthly guarantee premiums in effect for each month since the Policy date up to and including the current month. If you take a cash withdrawal or a loan, if you increase or decrease your specified

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amount, if you change the death benefit option, or if you add, increase or decrease a rider, you may need to pay additional premiums in order to keep the no lapse guarantee in effect.

Cash Value

• Cash value is the starting point for calculating important values under the Policy, such as net surrender value and the death benefit. There is no guaranteed minimum cash value. The Policy may lapse if you do not have sufficient cash value in the Policy to pay the monthly deductions, the surrender charge and/or any outstanding loan amount(s) and accrued loan interest.

• The Policy will not lapse during the no lapse period so long as you have paid sufficient premiums.

Transfers

• You can transfer cash value among the subaccounts and the fixed account. You may make transfers in writing, by telephone, by fax or electronically through our website.

• We charge a $25 transfer processing fee for each transfer after the first 12 transfers in a Policy year.

• Dollar cost averaging and asset rebalancing programs are available.

• You may make one transfer per Policy year from the fixed account.

• Transfers between any AVIT subaccount and any Series Fund or Fidelity VIP Fund subaccount will be processed only if you send us a written request through standard United States Postal delivery, with an original signature authorizing each transfer.

• Unless otherwise required by state law, we may restrict transfers into the fixed account if the fixed account value, excluding amounts in the loan reserve, after the transfer has been made would exceed $250,000.

• Transfers resulting from loans or the exercise of conversion rights, or due to reallocation of cash value immediately after the reallocation date are currently not treated as transfers for the purpose of the transfer charge.

• Transfers via the Internet are not treated as transfers for the purpose of the transfer charge.

Loans

• After the first Policy year (as long as your Policy is in force), you may take a loan against the Policy up to 90% of the net surrender value. We may permit a loan prior to the first anniversary for Policies issued pursuant to 1035 Exchanges. The minimum loan amount is generally $500.

• Prior to the 11^th Policy year, we currently charge 2.75% interest annually, payable in arrears, on any outstanding loan amount. This charge is guaranteed not to exceed 3.00%. Interest not paid when due is added to the amount of the loan to be repaid.

• To secure the loan, we transfer an amount equal to your loan from your cash value to a loan reserve account. The loan reserve account is part of the fixed account. We will credit 2.00% interest annually on amounts in the loan reserve account.

• After the 10^th Policy year, you may borrow at preferred loan rates an amount equal to the cash value minus total premiums paid (reduced by any cash withdrawals), minus any outstanding loan amount and minus any accrued loan interest. We currently charge 2.00% interest on preferred loans. This charge is guaranteed not to exceed 2.25%. After attained age 100, all loans, new and existing, are considered preferred loans.

• Federal income taxes and a penalty tax may apply to loans you take against the Policy. The federal tax consequence of loans with preferred rates is uncertain and there may be adverse tax consequences.

Cash Withdrawals and Surrenders

• You may take one withdrawal of cash value per Policy year after the first Policy year. The amount of the withdrawal may be limited to:

• at least $500; and

• no more than 10% of the net surrender value.

• after the 5^th Policy year, the amount of a withdrawal may be limited to no less than $500 and to no more than the net surrender value less $500.

• We will deduct a processing fee equal to $25 or 2% of the amount you withdraw (whichever is less) from the withdrawal, and we will pay you the balance.

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• A cash withdrawal will reduce the cash value by at least the amount of the withdrawal. If the death benefit on your Policy is Option A, or if your death benefit is Option C and the insured’s attained age is 71 or older, then we will reduce the specified amount by the amount of cash withdrawal. We will not impose a decrease charge when the specified amount is decreased as a result of taking a cash withdrawal.

• You may fully surrender the Policy at any time before the insured’s death. Life insurance coverage will end. You will receive the net surrender value. The surrender charge will apply to the Policy during the first 8 Policy years and during the first 8 years of any increase in specified amount. The surrender charge may be significant. You may receive little or no net surrender value if you surrender your Policy in the early Policy years.

• If you have the Inflation Fighter Rider, any withdrawal or requested decrease in specified amount of the Policy will cause the rider to terminate and annual scheduled specified amount increases to stop.

• A cash withdrawal will reduce the cash value, so it will increase the risk that the Policy will lapse. A cash withdrawal may also increase the risk that the no lapse period guarantee will not remain in effect.

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

Tax Benefits

We intend the Policy to satisfy the definition of life insurance under the Internal Revenue Code so that the death benefit generally should be excludible from the taxable income of the beneficiary. In addition, if the Policy is a Modified Endowment Contract (“MEC”), you should not be deemed to be in receipt of any taxable gains on cash value until you take a withdrawal or Policy loan, or assign, pledge, or surrender the Policy. Moreover, transfers between the subaccounts are not taxable transactions.

Policy Risks

Risk of an Increase in Current Fees and Expenses

Certain fees and expenses currently are assessed at less than their guaranteed maximum levels. In the future, we may increase these current charges up to the guaranteed (that is, maximum) levels. If fees and expenses are increased, you may need to increase the amount and/or frequency of premiums to keep the Policy in force.

Investment Risks

If you invest your Policy’s cash value in one or more subaccounts, then you will be subject to the risk that investment performance of the subaccounts will be unfavorable and that the cash value in your Policy will decrease. In addition, we deduct Policy fees and charges from your cash value, which can significantly reduce your cash value. During times of poor investment performance, this deduction will have an even greater impact on your cash value. You could lose everything you invest and your Policy could lapse without value, unless you pay additional premiums. If you allocate premiums to the fixed account, then we credit your fixed account value with a declared rate of interest. You assume the risk that the interest rate on the fixed account may decrease, although it will never be lower than a guaranteed minimum annual effective rate of 2%.

Risk of Lapse

If your Policy fails to meet certain conditions, we will notify you that the Policy has entered a 61-day grace period and will lapse without value unless you make a sufficient payment during the grace period.

Your Policy contains a no lapse period. Your Policy will not lapse before the no lapse date stated in your Policy, as long as you pay sufficient minimum guarantee premiums. If you do not pay sufficient premiums, you will automatically lose the no lapse period guarantee and you will increase the risk that your Policy will lapse.

If you take a cash withdrawal or Policy loan, if you increase or decrease the specified amount, if you change your death benefit option, or if you add, increase or decrease a rider, we will adjust the minimum monthly guarantee premium accordingly and notify you of the new amount. This also applies to specified amount increases generated by the Inflation Fighter Rider. If the new amount is higher than it was before and you do not make any necessary higher premium payments, you will increase the risk of losing the no lapse period guarantee. We deduct the total amount of your withdrawals, any outstanding loan amount, including accrued loan interest, and any

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decrease charge from your premiums paid when we determine whether your premium payments are high enough to keep the no lapse guarantee in effect.

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

After the no lapse period, your Policy may lapse if loans, cash withdrawals, the monthly deductions, and insufficient investment returns reduce the net surrender value to zero. The Policy will enter a grace period if on any Monthiversary the net surrender value (that is, the cash value minus the surrender charge, and minus any outstanding loan amount and accrued loan interest) is not enough to pay the monthly deduction due.

A Policy lapse may have adverse tax consequences.

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

Tax Risks (Income Tax and MEC)

We expect that the Policy will generally be deemed a life insurance contract under federal tax law, and that the death benefit paid to the beneficiary will generally not be subject to federal income tax.

Depending on the total amount of premiums you pay, the Policy may be treated as a modified endowment contract (“MEC”) under federal tax laws. If a Policy is treated as a MEC, partial withdrawals, surrenders, assignments, pledges and loans will be taxable as ordinary income to the extent there are earnings in the Policy. In addition, a 10% penalty tax may be imposed on the taxable portion of cash withdrawals, surrenders, assignments, pledges and loans taken before you reach age 59 ½. If a Policy is not treated as a MEC, partial surrenders and withdrawals will not be subject to tax to the extent of your investment in the Policy. Amounts in excess of your investment in the Policy, while subject to tax as ordinary income, will not be subject to a 10% penalty tax. You should consult a qualified tax advisor for assistance in all tax matters involving your Policy.

Loan Risks

A Policy loan, whether or not repaid, will affect cash value over time because we subtract the amount of the loan from the subaccounts and the fixed account and place that amount in the loan reserve as collateral. We then credit a fixed interest rate of 2.0% to the loan collateral. As a result, the loan collateral does not participate in the investment results of the subaccounts and may not continue to receive the current interest rates credited to the unloaned portion of the fixed account. The longer the loan is outstanding, the greater the effect is likely to be. Depending on the investment results of the subaccounts and the interest rates credited to the fixed account, the effect could be favorable or unfavorable.

We also currently charge interest on Policy loans at a rate of 2.75%, payable in arrears. This charge will not exceed 3.0%. Interest is added to the amount of the loan to be repaid.

A Policy loan could make it more likely that a Policy would lapse. A Policy loan will increase the risk that the no lapse period guarantee will not remain in effect. There is also a risk that if the loan, insurance charges and unfavorable investment experience reduce your net surrender value and the no lapse period guarantee is no longer in effect, then the Policy will lapse. Adverse tax consequences may result.

If the Policy lapses or is surrendered while a loan is outstanding, you will realize taxable income equal to the greater of the gain in the Policy or the excess of the loan balance (including accrued interest) over your basis in the Policy. If the Policy is a MEC or becomes a MEC within two years of taking a loan, the amount of the outstanding indebtedness will be taxed as if it were a withdrawal from the Policy.

If the Policy lapses or terminates due to volatility in the investment performance of the underlying portfolios or another reason, you may incur tax consequences at an unexpected time.

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You should consult with your own qualified tax advisor to apply the law to your particular circumstances.

Portfolio Risks

A comprehensive discussion of the risks of each portfolio may be found in each portfolio’s prospectus. Please refer to the prospectuses for the portfolios for more information.

There is no assurance that any of the portfolios will achieve its stated investment objective.

Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning and surrendering the Policy. If the amount of a charge depends on the personal characteristics of the insured or the owner, then the fee table lists the minimum and maximum charges we assess under the Policy, and the fees and charges of a typical insured or policyowner with the characteristics set forth below. These charges may not be typical of the charges you will pay.

The first table describes the fees and expenses that you will pay when buying the Policy, paying premiums, making cash withdrawals from the Policy, surrendering the Policy, or transferring Policy cash value among the subaccounts and the fixed account.

Transaction Fees

		Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge
Premium Expense Charge	Upon payment of each premium	3% of premium payments	0% of premium payments in first year, 3% thereafter
Cash Withdrawal Charge1	Upon withdrawal	2.0% of the amount withdrawn, not to exceed $25	2.0% of the amount withdrawn, not to exceed $25
Surrender Charge2 •      Minimum Charge3 •      Maximum Charge4	Upon full surrender of the Policy during the first 8 Policy years or during the first 8 years from the date of any increase in the specified amount (whether requested or an increase generated by the Inflation Fighter Rider)	$13.82 per $1,000 of specified amount during the first Policy year $74.10 per $1,000 of specified amount during the first Policy year	$13.82 per $1,000 of specified amount during the first Policy year $74.10 per $1,000 of specified amount during the first Policy year

¹ When we incur the expense of expedited delivery of your partial withdrawal or complete surrender payment, we will assess the following charges: $20 for overnight delivery ($30 for Saturday delivery); and $25 for wire service.

² The surrender charge will vary based on the issue age, gender and underwriting class of the insured on the Policy date and at the time of any increase in the specified amount. Each increase in specified amount will have its own 8 year surrender charge period starting on the date of the increase and surrender charges that are based upon the insured’s age, gender and underwriting class at the time of the increase. The surrender charge for each increase in specified amount (“layer”) is calculated as the surrender charge per $1,000 of specified amount in that layer multiplied by the surrender charge factor. The surrender charge factor for the Policy and each layer will be 1.00 at issue and will decrease until it reaches zero at the end of the 8^th Policy year after the Policy date (or date of any specified amount increase). The surrender charge shown in the table is rounded up. The charges shown in the table may not be typical of the charges you will pay. More detailed information about the surrender charges applicable to you is available from your registered representative.

³ This minimum surrender charge is based on an insured with the following characteristics: female, issue age 4, in the juvenile underwriting class. This minimum charge may also apply to insureds with other characteristics.

⁴ This maximum surrender charge is based on an insured with the following characteristics: male, issue age 85, in the standard tobacco use underwriting class. This maximum charge may also apply to insureds with other characteristics.

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Transaction Fees

		Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge
Surrender Charge (continued)
•      Initial charge for a male insured, issue age 30, in the preferred-elite non-tobacco use class		$21.60 per $1,000 of specified amount during the first Policy year	$21.60 per $1,000 of specified amount during the first Policy year
Transfer Charge5	Upon transfer	$25 for each transfer in excess of 12 per Policy year	$25 for each transfer in excess of 12 per Policy year
Decrease Charge	Deducted when specified amount is decreased during the first 8 Policy years or during the 8 Policy years following any increase in specified amount	Equal to the surrender charge (as of the date of the decrease) applicable to that portion of the layer of the specified amount that is decreased	Equal to the surrender charge (as of the date of the decrease) applicable to that portion of the layer of the specified amount that is decreased

The table below describes the fees and expenses that you will pay periodically during the time that you own the Policy, not including portfolio fees and expenses.

Periodic Charges Other Than Portfolio Operating Expenses

		Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge
Monthly Policy Charge	Monthly on the Policy date and on each Monthiversary until the insured reaches age 100	$15.00 per month	$8.00 per month
Cost of Insurance6 (without Extra Ratings)7 •      Minimum Charge	Monthly on the Policy date and on each Monthiversary until the insured reaches age 100	$0.06 per $1,000 of net amount at risk per month8, 9	$0.01 per $1,000 of net amount at risk per month9, 10

⁵ The first 12 transfers per Policy year are free.

⁶ Cost of insurance charges are based on the insured’s issue age, gender, underwriting class, specified amount, Policy duration, Policy year, and the net amount at risk. Cost of insurance rates generally will increase each year with the age of the insured. Cost of insurance rates are generally lower for each higher band of specified amount. For example, band 2 (specified amounts $500,000 - $999,999) generally has lower cost of insurance rates than those of band 1 (specified amounts less than $500,000). The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your registered representative.

⁷ We may place an insured in a sub-standard underwriting class with extra ratings that reflect higher mortality risks and that result in higher cost of insurance rates. If the insured possesses additional mortality risks, we may add a surcharge to the cost of insurance rates of up to $83.33 monthly per $1,000 of net amount at risk.

⁸ This minimum charge is based on an insured with the following characteristics: female, age 10 at issue, juvenile class, Band 3 and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

⁹ The net amount at risk equals the death benefit on a Monthiversary, minus the cash value on such Monthiversary.

¹⁰ This minimum charge is based on an insured with the following characteristics: female, age 26 at issue, preferred elite non-tobacco class, with an initial face amount of $1,000,000 or higher (Band 3) and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

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Periodic Charges Other Than Portfolio Operating Expenses

		Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge
Cost of Insurance (continued)
•      Maximum Charge11		$83.33 per $1,000 of net amount at risk per month9	$46.21 per $1,000 of net amount at risk per month9
•      Initial Charge for a male insured, issue age 30, in the preferred elite non-tobacco use class, band 1		$0.12 per $1,000 of net amount at risk per month9	$.02 per $1,000 of net amount at risk per month9
Per Unit Charge12 •      Minimum Charge13	Monthly for up to 20 years on and after the Policy date, and on any increase in specified amount	$0.12 per $1,000 of specified amount per month	$0.12 per $1,000 of specified amount per month14
•      Maximum Charge15	(whether requested or generated by the Inflation Fighter Rider)	$2.32 per $1,000 of specified amount per month	$2.32 per $1,000 of specified amount per month14

¹¹ This maximum charge is based on an insured with the following characteristics: male, age 25 at issue, standard tobacco class, with an initial face amount of less than $500,000 (Band 1) and in the 75^th Policy year. This maximum charge may also apply to insureds with other characteristics.

¹² We deduct the per unit charge on each Monthiversary as part of the monthly deduction for a maximum of 20 years from the Policy date based on the insured’s age and specified amount band on the Policy date. We also assess a new per unit charge for 20 years following any increase in specified amount (including specified amount increases generated by the Inflation Fighter Rider) that are based on the insured’s attained age and specified amount band for a total specified amount on the date of the increase. Currently, we plan to deduct this charge for the first 8 Policy years and during the first 8 Policy years from the date of any increase in specified amount. If you purchase the WRL Xcelerator Focus Policy, the per unit charges may be lower. We will notify you if we extend the period during which we will assess the per unit charge. We also deduct this charge for any Primary Insured Rider Plus or Other Insured Rider attached to the Policy, at a lower rate than applies to the Base Policy.

¹³ This minimum charge is based on an insured with the following characteristics: female, age 5 at issue, juvenile class, with an initial specified amount of $1,000,000 or higher (Band 3) and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

¹⁴ Currently, we plan to deduct this charge for first 8 Policy years and during the first 8 Policy years from the date of any increase in specified amount.

¹⁵ This maximum charge is based on an insured with the following characteristics: male, age 85 at issue, with an initial specified amount less than $500,000 (Band 1) and in the first Policy year. This maximum charge may also apply to insureds with other characteristics.

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Periodic Charges Other Than Portfolio Operating Expenses

		Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge
Per Unit Charge (continued)		$0.20 per $1,000 of specified amount per month	$0.20 per $1,000 of specified amount per month14
Initial Charge for an insured, issue age 30, band 1
Mortality and Expense Risk Charge	Daily	Annual rate of 0.75% for Policy years 1 – 15, and 0.30% for Policy years 16+, of daily net assets of each subaccount in which you are invested	Annual rate of 0.75% for Policy years 1 – 15, and 0.00% for Policy years 16+, of daily net assets of each subaccount in which you are invested
Loan Interest Spread16	On Policy anniversary or earlier, as applicable17	1.0% (effective annual rate)	0.75% (effective annual rate)
Optional Rider Charges: 18
Accidental Death Benefit Rider •      Minimum Charge19	Monthly on the Policy date and on each Monthiversary until the insured reaches age 70	$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month
•      Maximum Charge20		$0.18 per $1,000 of rider face amount per month	$0.18 per $1,000 of rider face amount per month
•      Initial charge for amale insured, issue age 30		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month
Disability Waiver of Monthly Deductions Rider21 •      Minimum Charge22	Monthly on the Policy date and on each Monthiversary until the insured reaches age 60	$0.03 per $1,000 of the Policy’s net amount at risk per month9	$0.03 per $1,000 of the Policy’s net amount at risk per month9

¹⁶ The Loan Interest Spread is the difference between the amount of interest we charge you for a loan (currently, an effective annual rate of 2.75%, guaranteed not to exceed 3.0%) and the amount of interest we credit to your loan account (an effective annual rate of 2.0% guaranteed). After the 10^th Policy year, we will charge preferred loan interest rates on a portion of the loan that are lower. After attained age 100 all loans will be considered preferred loans. The maximum loan interest spread on preferred loans is 0.25%, and the current spread is 0.0%.

¹⁷ While a Policy loan is outstanding, loan interest is payable in arrears on each Policy anniversary, or, if earlier, on the date of loan repayment, Policy lapse, surrender, Policy termination, or the insured’s death.

¹⁸ Optional Rider Cost of insurance charges are based on each insured’s issue age, gender, underwriting class, Policy year and rider face amount. The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your registered representative.

¹⁹ This minimum charge is based on an insured with the following characteristics: male, age 45 at issue and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

²⁰ This maximum charge is based on an insured with the following characteristics: male, age 50 at issue and in the 20^th Policy year. This maximum charge may also apply to insureds with other characteristics.

²¹ Disability Waiver of Monthly Deductions charges are based on the base insured’s issue age, gender and net amount at risk. The charges shown are for thebase Policy only (no riders and benefits). The addition of other riders and benefits would increase these charges. This charge does not vary once it is added to the Policy. The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your registered represerntative.

²² This minimum charge is based on an insured with the following characteristics: male, age 25 at issue. This minimum charge may also apply to insureds with other characteristics.

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Periodic Charges Other Than Portfolio Operating Expenses

		Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge
Disability Waiver of Monthly Deductions Rider (continued) •      Maximum Charge23		$0.39 per $1,000 of the Policy’s net amount at risk per month9	$0.39 per $1,000 of the Policy’s net amount at risk per month9
•      Initial charge for a male insured, issue age 30		$0.04 per $1,000 of base Policy net amount at risk per month9	$0.04 per $1,000 of base Policy net amount at risk per month9
Disability Waiver of Premium Rider24 •      Minimum Charge25	Monthly on the Policy date and on each Monthiversary until the insured reaches age 60	$0.27 per $10 monthly rider units	$0.27 per $10 monthly rider units
•      Maximum Charge26		$1.61 per $10 monthly rider units	$1.61 per $10 monthly rider units
•      Initial charge for a male insured, issue age 30		$0.38 per $10 monthly rider units	$0.38 per $10 monthly rider units
Children’s Insurance Rider27	Monthly on the Policy date and on each Monthiversary until the youngest child reaches age 25	$0.60 per $1,000 of rider face amount per month	$0.60 per $1,000 of rider face amount per month
Other Insured Rider28 (without Extra Ratings)7 Cost of Insurance •      Minimum Charge	Monthly on the Policy date and on each Monthiversary until the insured reaches age 100	$0.06 per $1,000 of rider face amount per month8	$0.01 per $1,000 of rider face amount per month29

²³ This maximum charge is based on an insured with the following characteristics: female, age 55 at issue. This maximum charge may also apply to insureds with other characteristics.

²⁴ The charge for this rider is based on the base insured’s issue age, gender and number of monthly rider units.

²⁵ This minimum charge is based on an insured with the following characteristics: male, age 15 at issue. This minimum charge may also apply to insureds with other characteristics.

²⁶ This maximum charge is based on an insured with the following characteristics: female, age 55 at issue. This maximum charge may also apply to insureds with other characteristics.

²⁷ The charge for this rider is based on the rider face amount and does not vary.

²⁸ Rider cost of insurance charges and per unit charges are based on each insured’s issue age, gender, underwriting class, Policy year, and the rider face amount. Cost of insurance rates and per unit charges generally will increase each year with the age of the insured. The cost of insurance rates and per unit charges shown in the table may not be representative of the charges you will pay. The rider will indicate the maximum guaranteed rider charges applicable to your Policy. You can obtain more information about these riders by contacting your registered representative.

²⁹ This minimum charge is based on an insured with the following characteristics: female, issue age 26, preferred elite non-tobacco class and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

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Periodic Charges Other Than Portfolio Operating Expenses

		Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge
Other Insured Rider (continued) •      Maximum Charge30		$83.33 per $1,000 of rider face amount per month	$42.68 per $1,000 of rider face amount per month
•      Initial charge for a male insured, issue age 30, in the preferred elite non-tobacco use class		$0.12 per $1,000 of rider face amount per month	$0.02 per $1,000 of rider face amount per month
Per Unit Charge
•      Minimum Charge31		$0.03 per $1,000 of rider face amount32	$0.03 per $1,000 of rider face amount 33
•      Maximum Charge34		$0.57 per $1,000 of rider face amount32	$0.57 per $1,000 of rider face amount 33
•      Initial charge for a male insured, issue age 30		$0.04 per $1,000 of rider face amount 32	$0.04 per $1,000 of rider face amount 33
Primary Insured Rider Plus28 (without Extra Ratings)7 Cost of Insurance •      Minimum Charge	Monthly on the Policy date and on each Monthiversary until the insured reaches age 100	$0.06 per $1,000 of rider face amount per month8	$0.01 per $1,000 of rider face amount per month29
•      Maximum Charge28		$83.33 per $1,000 of rider face amount per month	$42.68 per $1,000 of rider face amount per month

³⁰ This maximum charge is based on an insured with the following characteristics: male, age 25 at issue standard tobacco underwriting class and in the 75^th Policy year. This maximum charge may also apply to insureds with other characteristics.

³¹ This minimum charge is based on an insured with the following characteristics: issue age 0. This minimum charge may also apply to insureds with other characteristics.

³² We deduct the per unit charge on each Monthiversary and guarantee that the duration of the charge will be no more than 20 Policy years from the issue date of the rider and upon any increase of face amount for the rider.

³³ We currently deduct the per unit charge on each Monthiversary during the first 8 Policy years from the issue date of the rider and upon any increase of face amount for the rider.

³⁴ This maximum charge is based on an insured with the following characteristics: issue age 85.

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Periodic Charges Other Than Portfolio Operating Expenses

		Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge
Cost of Insurance (continued)
•      Initial charge for a male insured, issue age 30, in the preferred elite non-tobacco use class		$0.12 per $1,000 of rider face amount per month	$0.02 per $1,000 of rider face amount per month
Per Unit Charge
•      Minimum Charge31		$0.01 per $1,000 of rider face amount 32	$0.01 per $1,000 of rider face amount 33
•      Maximum Charge32		$0.14 per $1,000 of rider face amount 32	$0.14 per $1,000 of rider face amount 33
•      Initial charge for a male insured, issue age 30		$0.01 per $1,000 of rider face amount 32	$0.01 per $1,000 of rider face amount 33
Living Benefit Rider (an Accelerated Death Benefit)	When rider is exercised	Discount Factor35	Discount Factor35
Inflation Fighter Rider36	After rider generates annual increases to Policy specified amount	See listings in tables above for: Cost of insurance Per unit charge Surrender charge	See listings in tables above for: Cost of insurance Per unit charge Surrender charge

³⁵ We do not assess an administrative charge for this rider; however, we do reduce the single sum benefit by a discount factor to compensate us for lost income due to the early payment of the death benefit.

³⁶ Scheduled annual increases in specified amount generated by this rider will create a new layer of cost of insurance charges, per unit charges and surrender charges under the Policy. Each new layer of cost of insurance charge and per unit charge resulting from the scheduled annual increase in specified amount will be set based on the insured’s issue age and duration from issue.

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Range of Expenses for the Portfolios^{1, 2}

The next table shows the lowest and highest total operating expenses charged by the portfolios during the fiscal year ended December 31, 2003. Expenses of the portfolios may be higher or lower in the future. More detail concerning each portfolio’s fees and expenses is contained in the prospectus for each portfolio.

	Minimum	Maximum
Total Annual Portfolio Operating Expenses (total of all expenses that are deducted from portfolio assets, including management fees, 12b-1 fees, and other expenses)	%	%
Net Annual Portfolio Operating Expenses (total of all expenses that are deducted from portfolio assets, including management fees, 12b-1 fees, and other expenses, after contractual waiver of fees and expenses)3	%	%

¹ The portfolio expenses used to prepare this table were provided to Western Reserve by the funds. Western Reserve has not independently verified such information. The expenses shown are those incurred for the year ended December 31, 2003. Current or future expenses may be greater or less than those shown.

² The table showing the range of expenses for the portfolios takes into account the expenses of several Series Fund asset allocation portfolios that are “funds of funds.” A “fund of funds” portfolio typically allocates its assets, within predetermined percentage ranges, among certain other Series Fund portfolios. Each “fund of funds” has its own set of operating expenses, as does each of the portfolios in which it invests. In determining the range of portfolio expenses, Western Reserve took into account the combined actual expenses for each of the “funds of funds” and for the portfolios in which it invests, assuming a constant allocation by each “fund of funds” of its assets among the portfolios identical to its actual allocation at December 31, 2003.

³ The range of Net Annual Portfolio Operating Expenses takes into account contractual arrangements for 8 portfolios that require a portfolio’s investment adviser to reimburse or waive portfolio expenses until April 30, 2005.

Western Reserve, the Separate Account, the Fixed Account and the Portfolios

Western Reserve

Western Reserve Life Assurance Co. of Ohio located at 570 Carillon Parkway, St. Petersburg, Florida 33716 is the insurance company issuing the Policy. We are obligated to pay all benefits under the Policy.

The Separate Account

The separate account is a separate account of Western Reserve, established under Ohio law. We own the assets in the separate account and we may use assets in the separate account to support other variable life insurance policies we issue. The separate account is registered with the Securities and Exchange Commission (“SEC”) as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”).

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

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

Changes to the Separate Account. As permitted by applicable law, we reserve the right to make certain changes to the structure and operation of the separate account, including, among others, the right to:

• Remove, combine, or add subaccounts and make the combined or new subaccounts available for allocation of net premiums;

• Combine the separate account or any subaccount(s) with one or more different separate account(s) or subaccount(s);

• Close certain subaccounts to allocations of new net premiums by current or new Policyowners;

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• Transfer assets of the separate account or any subaccount, which we determine to be associated with the class of policies to which the Policy belongs, to another separate account or subaccount;

• Operate the separate account as a management investment company under the 1940 Act, or as any other form permitted by law;

• Establish additional separate accounts or subaccounts to invest in new portfolios of the funds;

• Manage the separate account at the direction of a committee;

• Endorse the Policy, as permitted by law, to reflect changes to the separate account and subaccounts as may be required by applicable law;

• Change the investment objective of a subaccount;

• Substitute, add, or delete fund portfolios in which subaccounts currently invest net premiums, to include portfolios of newly designated funds;

• Fund additional classes of variable life insurance policies through the separate account; and

• Restrict or eliminate any voting privileges of owners or other persons who have voting privileges in connection with the operation of the separate account.

Some, but not all, of these future changes may be the result of changes in applicable laws or interpretation of the laws.

The portfolios, which sell their shares to the subaccounts, may discontinue offering their shares to the subaccounts. We will not make any such changes without receiving any necessary approval of the SEC and applicable state insurance departments. We will notify you of any changes. We reserve the right to make other structural and operational changes affecting the separate account.

The Fixed Account

The fixed account is part of Western Reserve’s general account. We use general account assets to support our insurance and annuity obligations other than those funded by separate accounts. Subject to applicable law, Western Reserve has sole discretion over the investment of the fixed account’s assets. Western Reserve bears the full investment risk for all amounts contributed to the fixed account. Western Reserve guarantees that the amounts allocated to the fixed account will be credited interest daily at an annual net effective interest rate of at least 2.0%. We will determine any interest rate credited in excess of the guaranteed rate at our sole discretion.

Money you place in the fixed account will earn interest compounded daily at a current interest rate in effect at the time of your allocation. Unless otherwise required by state law, we may restrict your allocations and transfers to the fixed account if the fixed account value, excluding the loan reserve, following the allocation or transfer would exceed $250,000. We may declare current interest rates from time to time. We may declare more than one interest rate for different money based upon the date of allocation or transfer to the fixed account. When we declare a higher current interest rate on amounts allocated to the fixed account, we guarantee the higher rate on those amounts for at least one year (the “guarantee period”) unless those amounts are transferred to the loan reserve. At the end of the guarantee period we may declare a new current interest rate on those amounts and any accrued interest thereon. We will guarantee this new current interest rate for another guarantee period. We credit interest greater than 2.0% during any guarantee period at our sole discretion. You bear the risk that interest we credit will not exceed 2.0%.

We allocate amounts from the fixed account for cash withdrawals, transfers to the subaccounts, or monthly deduction charges on a last in, first out basis (“LIFO”) for the purpose of crediting interest.

The fixed account has not been registered with the Securities and Exchange Commission and the staff of the Securities and Exchange Commission has not reviewed the disclosure in this prospectus relating to the fixed account.

The Portfolios

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

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

Each portfolio’s investment objective(s) and policies are summarized below. There is no assurance that any of the portfolios will achieve its stated objective(s). Certain portfolios may have investment objectives and policies similar to other portfolios that are managed by the same investment adviser or sub-adviser. The investment results of the portfolios, however, may be higher or lower than those of such other portfolios. We do not guarantee or make any representation that the investment results of the portfolios will be comparable to any other portfolio, even those with the same investment adviser or manager. If you elect the WRL Xcelerator Focus, you must invest in a limited number of specified portfolios during the first Policy year. See the WRL Xcelerator Focus on page 31 for more details.

You can find more detailed information about the portfolios, including a description of risks, in the fund prospectuses. You may obtain a free copy of the fund prospectuses by contacting us at 1-800-851-9777 or visiting our website at www.westernreserve.com. You should read the fund prospectuses carefully.

Portfolio	Sub-Adviser or Adviser and Investment Objective
Munder Net50	Munder Capital Management Seeks long-term capital appreciation.
Van Kampen Emerging Growth	Van Kampen Asset Management Inc. Seeks capital appreciation.
T. Rowe Price Small Cap	T. Rowe Price Associates, Inc. Seeks long-term growth of capital by investing primarily in common stocks of small growth companies.
Third Avenue Value	Third Avenue Management LLC Seeks long-term capital appreciation.
Templeton Great Companies Global	Templeton Management, Ltd. Great Companies, L.L.C. Seeks long-term growth of capital in a manner consistent with the preservation of capital.
Great Companies – TechnologySM	Great Companies, L.L.C. Seeks long-term growth of capital.
Janus Growth	Janus Capital Management LLC Seeks growth of capital.
Marsico Growth	Banc of America Capital Management, LLC Seeks long-term growth of capital.
Great Companies – AmericaSM	Great Companies, L.L.C. Seeks long-term growth of capital.
Salomon All Cap	Salomon Brothers Asset Management Inc Seeks capital appreciation.

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Portfolio	Sub-Adviser or Adviser and Investment Objective
T. Rowe Price Equity Income	T. Rowe Price Associates, Inc. Seeks to provide substantial dividend income, as well as long-term growth of capital by primarily investing in the dividend-paying common stocks of established companies.
Transamerica Value Balanced	Transamerica Investment Management, LLC Seeks preservation of capital and competitive investment returns.
Clarion Real Estate Securities	ING Clarion Real Estate Securities Seeks long-term total return from investments primarily in equity securities of real estate companies. Total return will consist of realized and unrealized capital gains and losses plus income.
Federated Growth & Income	Federated Investment Counseling Seeks total return by investing in securities that have defensive characteristics.
AEGON Bond	Banc One Investment Advisors Corp. Seeks the highest possible current income within the confines of the primary goal of ensuring the protection of capital.
Transamerica Money Market	Transamerica Investment Management, LLC Seeks to obtain maximum current income consistent with preservation of principal and maintenance of liquidity.
Asset Allocation – Conservative Portfolio*	AEGON/Transamerica Fund Advisers, Inc. Seeks current income and preservation of capital.
Asset Allocation – Moderate Portfolio*	AEGON/Transamerica Fund Advisers, Inc. Seeks capital appreciation.
Asset Allocation – Moderate Growth Portfolio*	AEGON/Transamerica Fund Advisers, Inc. Seeks capital appreciation.
Asset Allocation – Growth Portfolio*	AEGON/Transamerica Fund Advisers, Inc. Seeks capital appreciation and current income.
Transamerica Convertible Securities	Transamerica Investment Management, LLC Seeks maximum total return through a combination of current income and capital appreciation.
PIMCO Total Return	Pacific Investment Management Company LLC Seeks maximum total return consistent with preservation of capital and prudent investment management.

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Portfolio	Sub-Adviser or Adviser and Investment Objective
Transamerica Equity	Transamerica Investment Management, LLC Seeks to maximize long-term growth.
Transamerica Growth Opportunities	Transamerica Investment Management, LLC Seeks to maximize long-term growth.
Transamerica U.S. Government Securities	Transamerica Investment Management, LLC Seeks to provide as high a level of total return as is consistent with prudent investment strategies by investing under normal conditions at least 80% of its net assets in U.S. government debt obligations and mortgage-backed securities issued or guaranteed by the U.S. government, its agencies or government- sponsored entities.
J.P. Morgan Enhanced Index	J.P. Morgan Investment Management Inc. Seeks to earn a total return modestly in excess of the total return performance of the S&P 500 Index (including the reinvestment of dividends) while maintaining a volatility of return similar to the S&P 500 Index.
Capital Guardian Value	Capital Guardian Trust Company Seeks to provide long-term growth of capital and income through investments in a portfolio comprised primarily of equity securities of U.S. issuers and securities whose principal markets are in the U.S. (including American Depositary Receipts and other U.S. registered foreign securities).
MFS High Yield	MFS Investment Management Seeks to provide high current income by investing primarily in a professionally managed diversified portfolio of fixed income securities, some of which may involve equity features.
J.P. Morgan Mid Cap Value	J.P. Morgan Investment Management Inc. Seeks growth from capital appreciation.
Merrill Lynch U.S. Active Large Cap Value	Merrill Lynch Investment Managers Seeks to achieve superior long-term performance with below average volatility relative to the Russell 1000 Value Index.
Transamerica Balanced	Transamerica Investment Management, LLC Seeks to achieve long-term capital growth and current income with a secondary objective of capital preservation, by balancing investments among stocks, bonds, and cash or cash equivalents.

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Portfolio	Sub-Adviser or Adviser and Investment Objective
Potomac Dow 30 Plus Portfolio	Rafferty Asset Management, LLC Seeks daily investment results that correspond to 125% of the performance of the Dow Jones Industrial AverageSM.
Potomac OTC Plus Portfolio	Rafferty Asset Management, LLC Seeks to provide investment returns that correspond to 125% of the performance of the Nasdaq 100 IndexTM.
Access U.S. Government Money Market Portfolio	Rafferty Asset Management, LLC Seeks to provide security of principal, current income and liquidity.
Wells S&P REIT Index Portfolio	Wells Asset Management, Inc. Seeks to provide investment results corresponding to the performance of the S&P Real Estate Investment Trust Composite Index.
Fidelity VIP Index 500 Portfolio - Service Class 2 Shares	Fidelity Management & Research Company Seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500SM Index.

* Each asset allocation portfolio invests in a combination of underlying Series Fund portfolios.

AEGON/Transamerica Fund Advisers, Inc. (“AEGON/Transamerica Advisers”) located at 570 Carillon Parkway, St. Petersburg, Florida 33716, a wholly-owned subsidiary of Western Reserve, serves as investment adviser to the Series Fund and manages the Series Fund in accordance with policies and guidelines established by the Series Fund’s Board of Directors. For certain portfolios, AEGON/Transamerica Advisers has engaged investment sub-advisers to provide portfolio management services. AEGON/Transamerica Advisers and each investment sub-adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended. See the Series Fund prospectuses for more information regarding AEGON/Transamerica Advisers and the investment sub-advisers.

Morningstar Associates, LLC (“Morningstar”), located at 225 West Wacker Drive, Chicago, Illinois 60606, serves as a “consultant” to AEGON/Transamerica Advisers for investment model creation and maintenance to the Asset Allocation – Conservative Portfolio, Asset Allocation – Moderate Portfolio, Asset Allocation – Moderate Growth Portfolio and Asset Allocation – Growth Portfolio of the Series Fund. Morningstar will be paid an annual fee for its services. See the Series Fund prospectuses for more information regarding Morningstar.

Access Fund Management, LLC, located at 475 Hickorynut Avenue, Oldsmar, Florida 34677, serves as the investment adviser to the AVIT fund and manages the AVIT fund in accordance with policies and guidelines established by the AVIT fund’s Board of Trustees. For certain portfolios, AVIT has engaged investment sub-advisers to provide portfolio management services with regard to foreign investments. AVIT and each sub-adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended. See the AVIT fund prospectus for more information regarding Access and the investment sub-advisers.

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Fidelity Management & Research Company (“FMR”), located at 82 Devonshire Street, Boston, Massachusetts 02109, serves as investment adviser to the Fidelity VIP Fund and manages the Fidelity VIP Fund in accordance with policies and guidelines established by the Fidelity VIP Fund’s Board of Trustees. For certain portfolios, FMR has engaged investment sub-advisers to provide portfolio management services with regard to foreign investments. FMR and each sub-adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended. See the Fidelity VIP Fund prospectus for more information regarding FMR and the investment sub-adviser.

Addition, Deletion, or Substitution of Investments

We do not guarantee that each portfolio will always be available for investment through the Policy. We reserve the right, subject to compliance with applicable law, to add new portfolios or portfolio classes, close existing portfolios or portfolio classes, or substitute portfolio shares that are held by any subaccount for shares of a different portfolio. New or substitute portfolios may have different fees and expenses and their availability may be limited to certain classes of purchasers. We will not add, delete or substitute any shares attributable to your interest in a subaccount without notice to you and prior approval of the SEC, to the extent required by the 1940 Act or other applicable law.

Your Right to Vote Portfolio Shares

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

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

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

Charges and Deductions

This section describes the charges and deductions that we make under the Policy in consideration for: (1) the services and benefits we provide; (2) the costs and expenses we incur and (3) the risks we assume. The fees and charges deducted under the Policy may result in a profit to us.

Services and benefits we provide under the Policy:	•      the death benefit, cash and loan benefits;
	•      investment options, including premium allocations;
	•      administration of elective options; and
	•      the distribution of reports to owners.
Costs and expenses we incur:	•      costs associated with processing and underwriting applications;
	•      expenses of issuing and administering the Policy (including any Policy riders);
	•      overhead and other expenses for providing services and benefits and sales and marketing expenses, including compensation paid in connection with the sale of the Policies; and

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	•       other costs of doing business, such as collecting premiums, maintaining records, processing claims, effecting transactions, and paying federal, state and local premium and other taxes and fees.
Risks we assume:	•       that the charges we may deduct may be insufficient to meet our actual claims because insureds die sooner than we estimate; and
	•       that the costs of providing the services and benefits under the Policies may exceed the charges we are allowed to deduct.

Some or all the charges we deduct are used to pay aggregate Policy costs and expenses we incur in providing the services and benefits under the Policy and assuming the risks associated with the Policy.

Premium Expense Charge

Before we allocate the net premium payments you make, we will deduct the Premium Expense Charge.

The premium expense charge is equal to:	•      0% of all premium payments in the first year and 3.0% of all premiums you pay thereafter.
	•      Some or all of the premium expense charges we deduct are used to pay the aggregate Policy costs and expenses we incur, including distribution costs and/or state premium taxes. Although state premium tax rates imposed on us vary from state to state, the premium expense charge we deduct will not vary with the state of residence of the policyowner.

Monthly Deduction

We take a monthly deduction from the cash value on the Policy date and on each Monthiversary prior to attained age 100. We deduct this charge on a pro rata basis from all accounts (i.e., in the same proportion that the value in each subaccount and the fixed account bears to the total cash value on the Monthiversary). Because portions of the monthly deduction (such as cost of insurance) can vary monthly, the monthly deduction will also vary.

The monthly deduction is equal to:	•      the monthly Policy charge for the Policy; plus
	•      the monthly cost of insurance charge for the Policy; plus
	•      the per unit charge for the Policy; plus
	•      the portion of the monthly deduction for any benefits provided by riders attached to the Policy; plus
	•      any decrease charge (if applicable) incurred as a result of a decrease in the specified amount.
	Monthly Policy Charge:
	•      This charge currently equals $8.00 each Policy month. After the first Policy year, we may increase this charge.
	•      We guarantee this charge will never be more than $15.00 per month.
	•      This charge is used to cover aggregate Policy expenses.

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Cost of Insurance Charge:

•      We deduct this charge each month. It varies each month and is determined as follows:

1.      reduce the death benefit on the Monthiversary by the cash value on the Monthiversary after it has been allocated among the layers of specified amount in force in the following order: first, initial specified amount, then, each increase in specified amount starting with the oldest increase, then the next oldest, successively, until all cash value has been allocated (the resulting amounts are the net amount at risk for each layer of specified amount);

2.      multiply each layer of net amount at risk provided under 1. by the appropriate monthly cost of insurance rate for that layer; and add the results together.

•      Your monthly current cost of insurance rate depends, in part, on your specified amount band. The specified amount bands available are:

•      Band 1: $50,000 - $499,999

•      Band 2: $500,000 - $999,999

•      Band 3: $1,000,000 or more

•      Only bands 2 and 3 are available under the WRL Xcelerator Focus.

•      The current Policy cost of insurance rates for the first three (3) Policy years are fixed at issue and we guarantee not to change them.

•      Cost of insurance rates are generally lower for each higher band of specified amount.

•      We determine your specified amount band by referring to the specified amount in force for the Policy (that is, the initial specified amount on the Policy date, plus any increases, and minus any decreases).

Monthly Per Unit Charge:

This charge equals:

•      the per unit charge for the specified amount on the Policy date; plus

•      the per unit charge for any in-force riders on the Policy that have a per unit charge; plus

•      the per unit charge for each increase in specified amount caused by either a rider or a requested increase; minus

•      the per unit charge for any specified amount that has been decreased.

•      Currently we deduct this charge each month during the first 8 years from the Policy date, and 8 years following the date of any increase in specified amount or the addition of any rider. We guarantee the duration of this charge to be no more than 20

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         years following the Policy date, and no more than 20 years following the date of any increase in specified amount.

•      The per unit charge that is set on the Policy date is based on the issue age of the insured and the applicable specified amount rate band then in effect. A separate per unit charge is assessed for up to 20 years following each increase in specified amount and the rate of that charge is based on the insured’s age and rate band in effect at the time of any increase in specified amount.

•      Each month the applicable specified amount rate band then in effect is used to determine the rate at which the per unit charge will be calculated for each layer of specified amount in force on the Policy.

•      A WRL Xcelerator Focus offers lower per unit charges (see page 31).

•      We also deduct this charge for any Primary Insured Rider Plus or Other Insured Rider attached to the Policy, which may be at a lower level of charge than is applied to the Policy.

Optional Insurance Riders:

•      The monthly deduction will include charges for any optional insurance benefits you add to your Policy by rider.

To determine the monthly cost of insurance rates we refer to a schedule of current cost of insurance rates using the insured’s issue age on the Policy date, issue age at the time of any requested increase in specified amount, specified amount band, gender, underwriting class, and the length of time from the Policy date or from the date of any requested increase in specified amount. The factors that affect the net amount at risk for each layer of specified amount include the investment performance of the portfolios in which you invest, payment of premiums, the fees and charges deducted under the Policy, the death benefit option you chose, as well as any Policy transactions (such as loans, partial withdrawals, transfers, and changes in specified amount). The actual monthly cost of insurance rates are primarily based on our expectations as to future mortality experience and expenses. Monthly cost of insurance rates may be changed by us from time to time. The actual rates we charge will never be greater than the Table of Guaranteed Maximum Life Insurance Rates stated in your Policy. These guaranteed rates are based on the Commissioners 1980 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“1980 C.S.O. Tables”) and the insured’s attained age, gender, and rate class. For non sub-standard rate classes, these guaranteed rates will never be greater than the rates in the 1980 C.S.O. Tables.

If you increase the specified amount, different monthly cost of insurance rates may apply to that layer of specified amount, based on the insured’s issue age and rate class at the time of the increase, gender, and the length of time since the increase. Increases in specified amount may move the Policy into a higher specified amount band, resulting in a decrease in the rates for the cost of insurance charge and per unit charges.

Decreases in specified amount may cause the Policy to drop into a lower band of specified amount and may result in an increase in the rates for the cost of insurance charge and per unit charges. Decreases in specified amount will be applied on a last-in, first-out basis to the specified amount in force, and will first reduce the specified amount provided by the most recent increase in specified amount in force, then reduce the next most recent increases, successively, and then reduce the initial specified amount.

If you have selected the Inflation Fighter Rider and you request a decrease in specified amount of your Policy, you will forfeit any future increases in specified amount generated by that rider.

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The underwriting class of the insured will affect the cost of insurance rates. We use a standard method of underwriting in determining underwriting classes, which are based on the health of the insured. We currently place insureds into preferred and standard classes. We also place insureds into sub-standard classes with extra ratings, which reflect higher mortality risks and will result in higher cost of insurance rates.

We may issue certain Policies on a simplified or expedited basis. Cost of insurance rates charged for any Policies issued on a simplified or expedited basis may cause healthy individuals to pay higher cost of insurance rates than they would pay under a substantially similar Policy that we offer using different underwriting criteria.

The guaranteed cost of insurance rates under the riders are substantially the same as the guaranteed cost of insurance rates applied to the Policy’s net amount at risk, except that current rates are not guaranteed for the first 3 years under the riders.

Mortality and Expense Risk Charge

We deduct a daily charge from your Policy’s cash value in each subaccount to compensate us for aggregate Policy expenses and mortality and expense costs we assume. This charge is equal to:

• your Policy’s cash value in each subaccount multiplied by

• the daily pro rata portion of the annual mortality and expense risk charge rate of 0.75%.

The annual rate is equal to 0.75% of the average daily net assets of each subaccount. We guarantee to reduce this charge to 0.30% after the first 15 Policy years. We intend to reduce this charge to 0.00% in the 16^th Policy year, but we do not guarantee that we will do so, and we reserve the right to maintain this charge at the 0.30% level after the 15^th Policy year.

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

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

Surrender Charge

If you surrender your Policy completely during the first 8 years (or during the 8-year period following an increase in specified amount), we deduct a surrender charge from your cash value and pay the remaining cash value (less any outstanding loan amount) to you.

The surrender charge is a charge for each $1,000 of the initial specified amount of your Policy and of each increase in specified amount. The surrender charge that will apply on a full surrender of the Policy is the total of the surrender charge calculated for the initial specified amount and the surrender charges calculated for each increase in specified amount (including specified amount increases generated by the Inflation Fighter Rider) unless there has been a reduction in specified amount for which a decrease charge was applied.

The initial specified amount has an 8-year surrender charge period starting on the Policy date and surrender charges that are based upon the insured’s issue age, gender and rate class on the Policy date. Each increase in specified amount has its own 8-year surrender charge period and surrender charges that are based upon the insured’s issue age, gender and rate class at the time of the increase.

There is no surrender charge if you wait until the end of the 8^th Policy anniversary to surrender your Policy and you have not selected the Inflation Fighter Rider and you have not increased your specified amount within the past 8 Policy years. The payment you receive is called the net surrender value. The formula we use reduces the surrender charge at older ages in compliance with state laws.

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The surrender charge may be significant. You should evaluate this charge carefully before you consider a surrender. Under some circumstances the level of surrender charges might result in no net surrender value available if you surrender your Policy in the early Policy years. This will depend on a number of factors, but is more likely if:

• you pay premiums equal to or not much higher than the minimum monthly guarantee premium shown in your Policy; and/or

• investment performance is too low.

In addition, surrender charges that apply for 8 years after any increase in specified amount will likely significantly reduce your net surrender value.

The surrender charge for each layer of specified amount is calculated as:	•      the surrender charge per $1,000 of specified amount in the layer (varies by issue age, gender and underwriting class on the Policy date or date of specified amount increase); multiplied by
	•      the number of thousands of specified amount in the layer; multiplied by
	•      the surrender charge factor.

The surrender charge per thousand is calculated separately for the initial specified amount and for each increase in specified amount, using the rates found in Appendix A.

The surrender charge factor is also calculated separately for the initial specified amount and for each increase in specified amount in force (including specified amount increases generated by the Inflation Fighter Rider). The surrender charge factor varies by the insured’s issue age (on the Policy date or date of specified amount increase) and number of years since the Policy date or date of specified amount increase. In no event are the surrender charge factors any greater than those shown on the table below. We always determine the surrender charge factor from the Policy date or date of specified amount increase to the surrender date, regardless of whether there were any prior lapses and reinstatements.

Surrender Charge Factors

End of Policy Year*	Factor for Issue Ages
	0-39	40-59	60-85
At Issue	1.00	1.00	1.00
1	1.00	1.00	.80
2	.87	.75	.70
3	.70	.70	.65
4	.60	.60	.60
5	.40	.40	.40
6	.30	.30	.30
7	.20	.20	.20
8+	0	0	0

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

• Surrender Charge Example: Assume a male non-tobacco user purchases the Policy at issue age 30 with a specified amount of $100,000. The Policy is surrendered at the end of Policy year 5. The surrender charge per $1,000 of specified amount is $21.60. This is multiplied by the surrender charge factor of .40.

The surrender charge	=	the surrender charge per $1,000 ($21.60) x the number of thousands of initial specified amount (100) x the surrender charge factor (.40)
	=	$864.

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The surrender charge helps us recover distribution expenses that we incur in connection with the Policy, including registered representative sales commissions and printing and advertising costs, as well as aggregate Policy expenses.

Decrease Charge

If you decrease the specified amount during the first 8 Policy years (or during the 8-year period following an increase in specified amount), we will deduct a decrease charge from your cash value. We will deduct the charge as part of your monthly deduction on the Monthiversary on which the decrease in specified amount is effective.

The decrease charge is equal to: •      the surrender charge as of the date of the decrease applicable to that portion of the layer of the specified amount that is decreased. See Surrender Charge above.

Decreases in specified amount will be applied on a last-in, first-out basis to the current specified amount in force. The decrease charge will first be calculated based on the current surrender charge applicable to the most recent increase in specified amount still in force. If the amount of the decrease in specified amount is greater than the most recent increase in specified amount, then the charge will also be calculated based on the surrender charges applicable to the next most recent increases, successively, and then will also be calculated based on any remaining surrender charge on the initial specified amount, up to the amount of the requested decrease.

Example:

January 1, 2001	Policy issued for $300,000
January 1, 2004	Policy increased by $200,000
January 1, 2005	Policy decreased by $100,000

If the surrender charge on January 1, 2005 (before the decrease) is:

Layer of Specified Amount	Surrender Charge
$300,000	$	4,656
$200,000	$	3,624

The $200,000 layer is reduced to $100,000 on January 1, 2005 and a surrender charge of $1,812 is applied.

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200	x        $3,624        =        $1,812

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

• a change in the death benefit option; or

• a cash withdrawal (when you select death benefit Option A or when you choose death benefit Option C and the insured’s attained age is 71 or higher).

If a decrease charge is deducted because of a decrease in specified amount, any future decrease charges incurred during the surrender charge period will be based on the reduced specified amount.

We will determine the decrease charge using the above formula, regardless of whether your Policy has lapsed and been reinstated, or you have previously decreased your specified amount. We will not allow a decrease in specified amount if the decrease charge will cause the Policy to begin a grace period. A decrease in specified amount will generally decrease the insurance protection of the Policy.

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Transfer Charge

• We currently allow you to make 12 transfers each year free from charge.

• We charge $25 for each additional transfer.

• For purposes of assessing the transfer charge, all transfers made in one day, regardless of the number of subaccounts affected by the transfer, will be considered a single transfer.

• We deduct the transfer charge from the amount being transferred.

• Transfers due to loans or the exercise of conversion rights, or due to reallocation of cash value immediately after the reallocation date, currently do not count as transfers for the purpose of assessing this charge.

• Transfers via the Internet do not count as transfers for the purpose of assessing this charge.

• Transfers under dollar cost averaging and asset rebalancing are transfers for purposes of this charge.

• We will not increase this charge.

Loan Interest Charge

We currently charge you an effective annual interest rate on a Policy loan of 2.75% (3.0% maximum guaranteed) on each Policy anniversary. We will also credit the amount in the loan reserve with an effective annual interest rate of 2.0%. After offsetting the 2.0% interest we credit, the net cost of loans currently is 0.75% annually (1.0% maximum guaranteed). After the 10^th Policy year, we will apply preferred loan rates charged on an amount equal to the cash value minus total premiums paid (less any cash withdrawals) and minus any outstanding loan amount including accrued loan interest. The current preferred loan interest rate charged is 2.00% effective annually and is guaranteed not to exceed 2.25%. After the insured’s attained age 100, all loans, new and existing, are considered preferred loans.

Cash Withdrawal Charge

• After the first Policy year, you may take one cash withdrawal per Policy year.

• When you make a cash withdrawal, we charge a processing fee of $25 or 2% of the amount you withdraw, whichever is less.

• We deduct this amount from the withdrawal, and we pay you the balance.

• We will not increase this charge.

Taxes

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

Rider Charges

• Living Benefit Rider. We do not assess an administrative charge for this rider; however, we do reduce the single sum benefit by a discount factor to compensate us for expected lost income due to the early payment of the death benefit.

• Inflation Fighter Rider. Annual increases in specified amount generated by this rider will increase the cost of insurance charges and increase the amount and duration of the per unit charges and surrender charges under the Policy. The new layer of cost of insurance charge and per unit charge resulting from the annual increase in specified amount will be set based on the insured’s issue age and duration from issue.

• Children’s Insurance Rider. We assess a cost of insurance charge based on the rider face amount regardless of the number of children insured.

• Accidental Death Benefit Rider. We assess a cost of insurance charge based on the insured’s attained age and rider face amount. Cost of insurance charges generally will increase each year with the age of the insured.

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• Other Insured Rider. We assess a cost of insurance charge based on each other insured’s issue age, gender, underwriting class, Policy year and the rider face amount. We assess a per unit charge based on each insured’s issue age, Policy year and the rider face amount. Cost of insurance charges and per unit charges generally will increase each year with the age of the insured.

• Disability Waiver of Monthly Deductions Rider. We assess a rider charge based on the primary insured’s issue age, gender and net amount at risk for the Policy, as well as a charge based on those riders that would be eligible to have monthly deductions waived.

• Disability Waiver of Premium Rider. The charge for this rider is based on the primary insured’s issue age, gender and the amount of monthly waiver of premium benefit that would be paid in the event of total disability, as defined in the rider.

• Primary Insured Rider Plus (“PIR Plus”). We assess a cost of insurance charge based on the insured’s issue age, gender, underwriting class, Policy year and the rider face amount. We assess a per unit charge based on the insured’s issue age, Policy year and the rider face amount. Cost of insurance charges generally will increase each year with the age of the insured.

Portfolio Expenses

The portfolios deduct management fees and expenses from the amounts you have invested in the portfolios. These fees and expenses reduce the value of your portfolio shares. Some portfolios also deduct 12b-1 fees from portfolio assets.

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

The Policy

Depending on the state of issue, your Policy may be an individual Policy or a certificate issued under a group Policy. The Policy is subject to the insurance laws and regulations of each state or jurisdiction in which it is available for distribution. There may be differences between the Policy issued and the general Policy description contained in this prospectus because of requirements of the state where your Policy is issued. Some of the state specific differences are included in the prospectus, but this prospectus does not include references to all state specific differences. All state specific Policy features will be described in your Policy.

Ownership Rights

The Policy belongs to the owner named in the application. The owner may exercise all of the rights and options described in the Policy. The owner is the insured unless the application specifies a different person as the insured. If the owner dies before the insured and no contingent owner is named, then ownership of the Policy will pass to the owner’s estate. The principal rights an owner may exercise are:

• to designate or change beneficiaries;

• to receive amounts payable before the death of the insured;

• to assign the Policy (if you assign the Policy, your rights and the rights of anyone who is to receive payment under the Policy are subject to the terms of that assignment);

• to change the owner of this Policy; and

• to change the specified amount or death benefit option type of this Policy.

At issue, the owner must select either the guideline premium tax test or the cash value accumulation tax test on the Policy application. Once selected, this tax test cannot be changed.

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No designation or change in designation of an owner will take effect unless we receive written request thereof. When received, the request will take effect as of the date we receive it, subject to payment or other action taken by us before it was received.

Modifying the Policy

Any modifications or waiver of any rights or requirements under the Policy must be in writing and signed by our president or secretary. No registered representative may bind us by making any promise not contained in this Policy.

Upon notice to you, we may amend the Policy:

• to make the Policy or the separate account comply with any law or regulation issued by a governmental agency to which we are subject; or

• to assure qualification of the Policy under the Internal Revenue Code or other federal or state laws relating to variable life policies; or

• to reflect a change in the operation of the separate account; or

• to provide additional subaccounts and/or fixed account options.

We may also decide to purchase for the separate account securities from other portfolios. We reserve the right to transfer separate account assets to another separate account that we determine to be associated with the class of contracts to which the Policy belongs.

Purchasing a Policy

To purchase a Policy, you must submit a completed application (listing your choice of death benefit option and tax test, among others) and an initial premium to us through any licensed life insurance agent who is also a registered representative of a broker-dealer having a selling agreement with AFSG, the principal underwriter for the Policy, and us.

You select the specified amount of insurance coverage for your Policy within the following limits. Our current minimum specified amount for a Policy is generally $50,000 ($500,000 (band 2) for a WRL Xcelerator Focus). We currently charge lower cost of insurance rates for Policies with specified amounts in higher bands of coverage. We offer the following specified amount bands of coverage:

• band 1: $50,000 - $499,999

• band 2: $500,000 - $999,999

• band 3: $1,000,000 and over

We will generally only issue a Policy to you if you provide sufficient evidence that the insured meets our insurability standards. Your application is subject to our underwriting rules, and we may reject any application for any reason permitted by law. We will not issue a Policy to you if the insured is over age 85. The insured must be insurable and acceptable to us under our underwriting rules on the later of:

• the date of your application; or

• the date the insured completes all of the medical tests and examinations that we require.

Tax-Free “Section 1035” Exchanges

You can generally exchange one life insurance policy for another covering the same insured in a “tax-free exchange” under Section 1035 of the Internal Revenue Code. Before making an exchange, you should compare both life insurance policies carefully. Remember that if you exchange another life insurance policy for the one described in this prospectus, you might have to pay a surrender charge on your old policy, other charges may be higher (or lower) and the benefits may be different. If the exchange does not qualify for Section 1035 treatment, or if your current policy is subject to a policy loan, you may also have to pay federal income tax on the exchange. You should not exchange another life insurance policy for this one unless you determine, after knowing all the facts, that the

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exchange is in your best interest and not just better for the person selling you the Policy (that person will generally earn a commission if you buy this Policy through an exchange or otherwise).

When Insurance Coverage Takes Effect

Insurance coverage under the Policy will take effect only if all of the following conditions have been met: (1) the first full premium must be received by the Company; (2) during the lifetime of every proposed insured, the proposed owner must have personally received and accepted the Policy which was applied for and all answers on the application must be true and correct on the date such Policy is received and accepted; and (3) on the date of the later of either (1) or (2) above, all of the statements and answers given in the application must be true and complete, and there must have been no change in the insurability of any proposed insured.

Conditional Insurance Coverage. If you pay the full initial premium listed in the conditional receipt attached to the application, and we deliver the conditional receipt to you, the insured will have conditional insurance coverage under the terms of the conditional receipt. Because we do not accept initial premiums in advance for Policies with a specified amount in excess of $1,000,000, we do not offer conditional insurance coverage for Policies issued with a specified amount in excess of $1,000,000. Conditional insurance coverage is void if the check or draft you gave us to pay the initial premium is not honored when we first present it for payment.

The aggregate amount of conditional insurance coverage, if any, is the lesser of:	•      the amounts applied for under all conditional receipts issued by us; or
	•      $500,000 of life insurance.
Subject to the conditions and limitations of the conditional receipt, conditional insurance under the terms of the policy applied for may become effective as of the later of:	•      the date of application;
	•      the date of the last medical examination, test, and other screenings required by us, if any (the “Effective Date”). Such conditional insurance will take effect as of the Effective Date, so long as all of the following requirements are met:
	1.      Each person proposed to be insured is found to have been insurable as of the Effective Date, exactly as applied for in accordance with our underwriting rules and standards, without any modifications as to plan, amount, or premium rate;
	2.      As of the Effective Date, all statements and answers given in the application must be true;
	3.      The payment made with the application must not be less than the full initial premium for the mode of payment chosen in the application and must be received at our office within the lifetime of the proposed insured;
	4.      All medical examinations, tests, and other screenings required of the proposed insured by us are completed and the results received at our office within 60 days of the date the application was completed; and
	5.      All parts of the application, any supplemental application, questionnaires, addendum and/or amendment to the application are signed and received at our office.
Any conditional life insurance coverage terminates on the earliest of:	a.      60 days from the date the application was signed;
	b.      the date we either mail notice to the applicant of the rejection of the application and/or mail a refund of any amounts paid with the application;

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	c.      when the insurance applied for goes into effect under the terms of the Policy applied for; or
	d.      the date we offer to provide insurance on terms that differ from the insurance for which you have applied.
Special limitations of the conditional receipt:	•      the conditional receipt is not valid unless:
	•      all blanks in the conditional receipt are completed; and
	•      the Receipt is signed by a registered representative or authorized Company representative.
Other limitations:	•      There is no conditional receipt coverage for riders or any additional benefits, if any, for which you may have applied.
	•      If one or more of the Receipt’s conditions have not been met exactly, or if a proposed insured dies by suicide, we will not be liable except to return any payment made with the application.
	•      If we do not approve and accept the application within 60 days of the date you signed the application, the application will be deemed to be rejected by us and there will be no conditional insurance coverage. In that case, Western Reserve’s liability will be limited to returning any payment(s) you have made upon return of this Receipt to us.

Full Insurance Coverage and Allocation of Initial Premium. Once we determine that the insured meets our underwriting requirements and you have paid the initial premium, full insurance coverage will begin and we will begin to take the monthly deductions from your net premium. This date is the Policy date. On the Policy date (or on the record date if your Policy is backdated), we will allocate your initial net premium, minus monthly deductions, to the fixed account and the subaccounts you selected on your application, provided you live in a state that does not require a refund of full premium during the free-look period. If your state requires us to return the full premium in the event you exercise your free-look right, we will place your net premium in the reallocation account until the reallocation date. While held in the reallocation account, premium(s) will be credited with interest at the current fixed account rate.

On any day we credit net premiums or transfer cash value to a subaccount, we will convert the dollar amount of the net premium (or transfer) into subaccount units at the unit value for that subaccount, determined at the end of the day on which we receive the premium or transaction request at our office. We will credit amounts to the subaccounts only on a valuation date, that is, on a date the New York Stock Exchange (“NYSE”) is open for trading.

Backdating a Policy

If you request, we may backdate a Policy by assigning a Policy date earlier than the date the Policy is issued. However, in no event will we backdate a Policy earlier than the earliest date allowed by state law or by our underwriting rules. Your request must be in writing and, if we approve the request, will amend your application.

Cost of insurance charges are based in part on the age of the insured on the Policy date or on the date of a requested increase in specified amount. Generally, cost of insurance charges are lower at a younger age. We will deduct the monthly deduction, including cost of insurance charges, for the period that the Policy is backdated. This means that while the monthly deduction may be lower than what would have been charged had we not backdated the Policy, you will be paying for insurance during a period when the Policy was not in force.

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Policy Changes After Age 100

If the Policy is still in force on the Policy anniversary on or following the insured’s 100^th birthday, the Policy will continue, with the following changes, which may vary by state:

• We will no longer accept any further premium payments;

• We will no longer deduct the monthly deductions;

• We will continue to deduct the mortality and expense risk charge, if any;

• Interest will continue to accrue on any Policy loans, as before, and all loans, new and existing, are considered preferred loans;

• We will continue to accept Policy loan repayments and loan interest payments; and

• We will continue to permit Policy loans and withdrawals to be made.

WRL Xcelerator Focus

A WRL Xcelerator Focus Policy differs from a WRL Xcelerator Policy in the following ways:

• The Policy’s minimum specified amount must be at least $500,000 (band 2);

• Mandatory first year premium allocation to a limited number of designated subaccounts (see details below);

• Current per unit charges are lower for the entire duration of the Policy if the mandatory allocations to the designated subaccounts remain unchanged by you during the first Policy year;

• Any transfers or changes in premium allocation choices you make from the designated subaccounts in the first Policy year may result in Western Reserve’s raising the current per unit charges to the same levels as the Base Policy; and

• The minimum no lapse period is reduced as indicated below.

The minimum specified amount for the WRL Xcelerator Focus is $500,000. During the first Policy year, we will designate the subaccounts to which you must allocate your initial premiums and the percentage allocations to each such designated subaccount. Your premium allocations will automatically be invested in the subaccounts we designate – currently WRL AEGON Bond, WRL Federated Growth & Income, WRL Transamerica Money Market and the Fidelity VIP 500 Index – according to the premium allocation percentages in effect at that time. We reserve the right to change the designated subaccounts and the percentage allocations to each designated subaccount for future Policies. Before purchasing a WRL Xcelerator Focus Policy, you should consult your registered representative for information about the current subaccount and allocation percentages applicable to these Policies. To receive the lower per unit charge for the life of your Policy, you may not make transfers from the designated subaccounts to other subaccounts or modify the allocation percentages during the first Policy year. We will not allow Internet transfers during the first Policy year. After the first Policy year, you may make transfers from the designated subaccounts to any of the other subaccounts available under the Policy and modify the allocation percentages. If you make a transfer out of any of the designated subaccounts or modify the allocation percentages during the first Policy year, we reserve the right to increase your per unit charge to the same current per unit charges in effect for the Policy and keep these higher charges in effect for the life of the Policy.

A WRL Xcelerator Focus Policy will have a shorter minimum no lapse period. For a Policy issued to an insured ages 0 – 55, the no lapse date is the same date as the Policy’s eighth anniversary. For a Policy issued to an insured ages 56 – 60, the no lapse date is the Policy anniversary at the insured’s attained age 64. For a Policy issued to an insured ages 61 – 85, the no lapse period is the fourth Policy anniversary. The no lapse date is specified in your Policy.

The WRL Xcelerator Focus may not be available in all states.

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Policy Features

Premiums

Allocating Premiums

You must instruct us on how to allocate your net premium among the subaccounts and the fixed account. The fixed account may not be available in all states to direct or transfer money into. Allocation restrictions will apply to premiums paid in the first Policy year of a WRL Xcelerator Focus Policy. You must follow these guidelines:

• allocation percentages must be in whole numbers;

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

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

• unless otherwise required by state law, we may restrict your allocations to the fixed account if the fixed account value, excluding amounts in the loan reserve, following the allocation would exceed $250,000.

Currently, you may change the allocation instructions for additional premium payments without charge at any time by writing us or calling us at 1-800-851-9777 Monday—Friday 8:30 a.m.—7:00 p.m. Eastern time. The change will be effective at the end of the valuation date on which we receive the change. Upon instructions from you, the registered representative/agent of record for your Policy may also change your allocation instructions for you. The minimum amount you can allocate to a particular subaccount is 1.0% of a net premium payment.

Whenever you direct money into a subaccount, we will credit your Policy with the number of units for that subaccount that can be bought for the dollar payment. Premium payments received at our office before the NYSE closes are priced using the unit value determined at the closing of the regular business session of the NYSE (usually at 4:00 p.m. Eastern time). If we receive a premium payment after the NYSE closes, we will process the order using the subaccount unit value determined at the close of the next regular session of the NYSE. We will credit amounts to the subaccounts only on a valuation date, that is, on a date the NYSE is open for trading. Your cash value will vary with the investment experience of the subaccounts in which you invest. You bear the investment risk for amounts you allocate to the subaccounts.

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

Reallocation Account. If your state requires us to return your initial premium in the event you exercise your free-look right, we will allocate the initial net premium on the Policy date (or the record date if your Policy is backdated) to the reallocation account as shown on your Policy schedule page. While held in the reallocation account, net premium(s) will be credited with interest at the current fixed account rate and reduced by any monthly deductions due. The net premiums will remain in the reallocation account until the reallocation date. The reallocation date is the Policy date (or the record date if your Policy is backdated), plus the number of days in your state’s free-look period, plus five days. Please contact your registered representative for details concerning the free-look period for your state.

On the first valuation date on or after the reallocation date, we will reallocate all cash value from the reallocation account to the fixed account and the subaccounts you selected on the application. If you requested dollar cost averaging, on the reallocation date we will reallocate the cash value either to the fixed account, the WRL Transamerica Money Market subaccount or the WRL AEGON Bond subaccount (depending on which account you selected on your application).

For states that do not require a full refund of the initial premium, the reallocation date is the same as the Policy date. On the Policy date, we will allocate your initial net premium, minus monthly deductions, to the fixed account and the subaccounts in accordance with the instructions you gave us on your application.

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Premium Flexibility

You generally have flexibility to determine the frequency and the amount of the premiums you pay. Unlike conventional insurance policies, you do not have to pay your premiums according to a rigid and inflexible premium schedule. Before we issue the Policy to you, we may require you to pay a premium at least equal to a minimum monthly guarantee premium set forth in your Policy. Thereafter (subject to the limitations described below), you may make unscheduled premium payments at any time and in any amount over $50. Under some circumstances, you may be required to pay extra premiums to prevent a lapse. Your minimum monthly guarantee premium may change if you request a change in your Policy. If this happens, we will notify you of the new minimum monthly guarantee premium. See Minimum Monthly Guarantee Premium below.

Planned Periodic Payments

You will determine a planned periodic payment schedule, which allows you to pay level premiums at fixed intervals over a specified period of time. You are not required to pay premiums according to this schedule. You may change the amount, frequency, and the time period over which you make your planned periodic payments. Please be sure to notify us or your agent/registered representative of any address changes so that we may be able to keep your current address on record.

Even if you make your planned periodic payments on schedule, your Policy may still lapse. The duration of your Policy depends on the Policy’s net surrender value. If the net surrender value is not high enough to pay the monthly deduction when due (and your no lapse period has expired) then your Policy will lapse (unless you make the payment we specify during the 61-day grace period).

Minimum Monthly Guarantee Premium

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

Until the no lapse date shown on your Policy schedule page, we guarantee that your Policy will not lapse, as long as on any Monthiversary you have paid total premiums (minus any cash withdrawals, minus any outstanding loan amount, minus any accrued loan interest, and minus any decrease charge) that equal or exceed the sum of the minimum monthly guarantee premiums for each month from the Policy date up to and including the current month. If you take a cash withdrawal, a loan, or if you increase or decrease your specified amount (including specified amount increases generated by the Inflation Fighter Rider) or if you add, increase or decrease a rider, you may need to pay additional premiums in order to keep the no lapse period guarantee in place.

The initial minimum monthly guarantee premium is shown on your Policy’s schedule page, and depends on a number of factors, including the age, gender, rate class of the insured, and the specified amount requested. We will adjust the minimum monthly guarantee premium if you change death benefit options, increase or decrease the specified amount (including specified amount increases generated by the Inflation Fighter Rider), or if any of the riders are added, or if in force riders are increased or decreased. We will notify you of the new minimum monthly guarantee premium. We also reserve the right to require, before we issue a Policy, that the initial premium plus the planned premium payable during the no lapse period is at least equal to the cumulative minimum monthly guarantee premiums during the no lapse period.

Until the no lapse date shown on your Policy schedule page, your Policy will remain in force and no grace period will begin, even if your net surrender value is too low to pay the monthly deduction, as long as the total amount of the premiums you have paid (minus any cash withdrawals, minus any outstanding loan amount, minus any accrued interest and minus any decrease charge) equals or exceeds the sum of the minimum monthly guarantee premiums in effect for each month from the Policy date up to and including the current month.

After the no lapse period guarantee ends, paying the current minimum monthly guarantee premium each month will not necessarily keep your Policy in force. You may need to pay additional premiums to keep the Policy in force.

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For a Policy issued to any insured 0-55, the no lapse date is the same date as the Policy’s 10^th anniversary. For a Policy issued to an insured ages 56-59, the no lapse date is the Policy anniversary at the insured’s attained age 65. For a Policy issued to an insured ages 60-85, the no lapse date is the fifth Policy anniversary. The no lapse date is specified in your Policy. A WRL Xcelerator Focus Policy will have a shorter minimum no lapse period. See WRL Xcelerator Focus on page 31.

Premium Limitations

Premium payments must be at least $50 ($1,000 if by wire). We may return premiums less than $50. We will not allow you to make any premium payments that would cause the total amount of the premiums you pay to exceed the current maximum premium limitations, which qualify the Policy as life insurance according to federal tax laws. This maximum is set forth in your Policy. If you make a payment that would cause your total premiums to be greater than the maximum premium limitations, we will return the excess portion of the premium payment. We will not permit you to make additional premium payments until they are allowed by the maximum premium limitations. In addition, we reserve the right to refund a premium or require evidence of insurability if the premium would increase the death benefit by more than the amount of the premium. If you choose the guideline premium test there are additional premium limitations. We may not accept a payment that will cause the Policy to become a modified endowment contract without your consent.

Making Premium Payments

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

If you wish to make payments by wire transfer, you should contact our Call Center at 1-800-851-9777 for instructions on wiring federal funds to us.

Tax-Free Exchanges (“1035 Exchanges”). We will accept part or all of your initial premium from one or more contracts insuring the same insured that qualify for tax-free exchanges under Section 1035 of the Internal Revenue Code. If you contemplate such an exchange, you should consult a competent tax advisor to learn the potential tax effects of such a transaction.

Subject to our underwriting requirements, we will permit you to make one additional cash payment within three business days of receipt at our office of the proceeds from the 1035 Exchange before we finalize your Policy’s specified amount.

Transfers

General

You or your agent/registered representative of record may make transfers among the subaccounts or from the subaccounts to the fixed account. We determine the amount you have available for transfers at the end of the valuation period when we receive your transfer request at our office. We may, at any time, discontinue transfer privileges, modify our procedures, or limit the number of transfers we permit. The following features apply to transfers under the Policy:

• You may make one transfer from the fixed account in a Policy year (unless you choose dollar cost averaging from the fixed account).

• Unless otherwise required by state law, we may restrict transfers to the fixed account, if the fixed account value, excluding amounts in the loan reserve, following the transfer would exceed $250,000.

• You may request transfers in writing (in a form we accept), by fax, by telephone to our office or electronically through our website (www.westernreserve.com).

• There is no minimum amount that must be transferred.

• There is no minimum amount that must remain in a subaccount after a transfer.

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• We deduct a $25 charge from the amount transferred for each transfer in excess of 12 transfers in a Policy year.

• We consider all transfers made in any one day to be a single transfer.

• Transfers resulting from loans or the exercise of conversion rights, or due to reallocation of cash value immediately after the reallocation date are currently not treated as transfers for the purpose of the transfer charge.

• Transfers via the Internet are not treated as transfers for the purpose of the transfer charge.

• Transfers under dollar cost averaging and asset rebalancing are treated as transfers for purposes of the transfer charge.

• Transfers between any AVIT subaccount and any Series Fund or Fidelity VIP Fund subaccount will be processed only if you send us a written request through standard United States Postal delivery, with an original signature authorizing each transfer.

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

Costs and Market Timing/Frequent Transfers (applicable to the AEGON/Transamerica Series Fund, Inc. and the Fidelity Variable Insurance Products Fund). Professional market timing organizations and some Policy owners try to profit from various strategies called market timing; for example, switching money into investment option portfolios when they expect prices to rise and taking money out when they expect prices to fall, or switching from one investment option portfolio to another and then back again after a short period of time. As money is shifted in and out, the underlying mutual fund incurs expenses for buying and selling securities. These costs are borne by all Policy owners, including the long-term Policy owners who do not generate the costs. Frequent transfers may also impede the ability of the portfolio manager of the underlying fund to sustain the stated investment objective of the portfolio.

The transfer privilege under the Policy is not intended to serve as a vehicle for short-term or frequent transfers. The Policy does not permit market timing/frequent transfers except among subaccounts in the Access Variable Insurance Trust. As described above, frequent transfers among investment option portfolios disrupt portfolio management in the underlying mutual fund and tend to drive fund expenses higher. We reserve the right to limit or revoke your transfer privileges and/or may not accept future premium payments from you if you engage in frequent transfer activity. We consider eight or more transfers in any three-month period to be frequent transfer activity, although we reserve the right to impose restrictions if there are less frequent transfers. Currently, we do not foresee any circumstances under which we would waive these restrictions on frequent transfer activity.

You may only transfer values between subaccounts in the AEGON/Transamerica Series Fund, Inc. or the Fidelity Variable Insurance Products Fund and the Access Variable Insurance Trust by sending us your written request, with original signature authorizing each transfer, through standard United States postal delivery (no overnight or other priority delivery service).

Do not invest with us in the AEGON/Transamerica Series Fund, Inc. or the Fidelity Variable Insurance Products Fund if you intend to conduct market timing/frequent transfer activity. If you do, we will immediately notify you and your registered representative in writing that any additional requests for transfers will be subject to certain restrictions, including the permanent loss of electronic transfer privileges. We consider transfers by telephone, fax, overnight mail or Internet to be “electronic” transfers.

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

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

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telephone transfer, you may call us at 1-800-851-9777 Monday - Friday 8:30 a.m. - 7:00 p.m. Eastern time, or fax your instructions to 727-299-1648.

Please note the following regarding telephone, Internet or fax transfers:

• We will employ reasonable procedures to confirm that instructions are genuine.

• If we follow these procedures, we are not liable for any loss, damage, cost or expense from complying with instructions we reasonably believe to be authentic. You bear the risk of any such loss.

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

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

• We may also require that you send us the telephone, Internet or fax transfer order in writing.

• If you do not want the ability to make telephone or Internet transfers, you should notify us in writing at our office.

• Telephone, Internet or fax orders must be received at our office before 4:00 p.m. Eastern time to receive same-day pricing of the transaction. Orders received before the NYSE closes are priced using the subaccount unit value determined at the close of that regular business session of the NYSE (usually 4:00 p.m. Eastern time). If we receive the transfer order after the NYSE closes, we will process the order using the subaccount unit value determined at the close of the next regular business session of the NYSE.

• We will not be responsible for same-day processing of transfers if faxed to a number other than 727-299-1648.

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

We cannot guarantee that telephone and faxed transactions will always be available. For example, our offices may be closed during severe weather emergencies or there may be interruptions in telephone or fax service beyond our control. If the volume of calls is unusually high, we might not have someone immediately available to receive your order. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances.

Similarly, online transactions processed via the Internet may not always be possible. Telephone and computer systems, whether yours, your Internet service provider’s, your registered representative’s or Western Reserve’s, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt of your request. If you are experiencing problems, you should make your request or inquiry in writing. You should protect your personal identification number (PIN) because self-service options will be available to your registered representative of record and to anyone who provides your PIN. We will not be able to verify that the person using your PIN and providing instructions online is you or one authorized by you.

Fixed Account Transfers

You may make one transfer per Policy year from the fixed account unless you select dollar cost averaging from the fixed account. We reserve the right to require that you make the transfer request in writing. Unless otherwise required by state law, we may restrict transfers to the fixed account, if the fixed account value, excluding amounts in the loan reserve, following the transfer would exceed $250,000. We will make the transfer at the end of the valuation date on which we receive the written request. The maximum amount you may transfer is limited to the greater of:

• 25% of the amount in the fixed account (currently we allow up to 50% of your value, but the 50% limit is not guaranteed); or

• the amount you transferred from the fixed account in the immediately prior Policy year.

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Except when used to pay premiums, we may also defer payment of any amounts from the fixed account for no longer than six months after we receive such written notice.

Conversion Rights

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

Dollar Cost Averaging

Dollar cost averaging is an investment strategy designed to reduce the average purchase price per unit. The strategy spreads the allocation of your premium into the subaccounts over a period of time. This potentially allows you to reduce the risk of investing most of your premium into the subaccounts at a time when prices are high. The success of this strategy is not assured and depends on market trends. You should consider carefully your financial ability to continue the program over a long enough period of time to purchase units when their value is low as well as when it is high. We make no guarantee that dollar cost averaging will result in a profit or protect you against loss.

Under dollar cost averaging, we automatically transfer a set dollar amount from the WRL Transamerica Money Market subaccount, the WRL AEGON Bond subaccount or the fixed account to a subaccount that you choose. We will make the transfers monthly as of the end of the valuation date after the first Monthiversary after the reallocation date. We will make the first transfer in the month after we receive your request at our office, provided that we receive the form by the 25^th day of the month.

To start dollar cost averaging:	•      you must submit a completed form to us at our office requesting dollar cost averaging;
	•      you must have at least $5,000 in each account from which we will make transfers;
	•      your total transfers each month under dollar cost averaging must be at least $100; and
	•      each month, you may not transfer more than one-tenth of the amount that was in your fixed account at the beginning of dollar cost averaging.

You may request dollar cost averaging at any time. There is no charge for dollar cost averaging. However, each transfer under dollar cost averaging counts towards your 12 free transfers each year.

Dollar cost averaging will terminate if:	•      we receive your request to cancel your participation;
	•      the value in the accounts from which we make the transfers is depleted;
	•      you elect to participate in the asset rebalancing program; or
	•      you elect to participate in any asset allocation services provided by a third party.

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

Asset Rebalancing Program

We also offer an asset rebalancing program under which you may transfer amounts periodically to maintain a particular percentage allocation among the subaccounts (except the AVIT subaccounts) you have selected. Cash value allocated to each subaccount will grow or decline in value at different rates. The asset rebalancing program automatically reallocates the cash value in the subaccounts at the end of each period to match your Policy’s currently effective premium allocation schedule. Cash value in the fixed account and the dollar cost averaging program is not available for this program. This program does not guarantee gains. A subaccount may still have losses.

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You may elect asset rebalancing to occur on each quarterly, semi-annual or annual anniversary of the Policy date. Once we receive the asset rebalancing request form at our office, we will effect the initial rebalancing of cash value on the next such anniversary, in accordance with the Policy’s current premium allocation schedule. You may modify your allocations quarterly. We will credit the amounts transferred at the unit value next determined on the dates the transfers are made. If a day on which rebalancing would ordinarily occur falls on a day on which the NYSE is closed, rebalancing will occur on the next day that the NYSE is open.

To start asset rebalancing:	•      you must submit a completed asset rebalancing request form to us at our office; and
	•      you must have a minimum cash value of $5,000 or make a $5,000 initial premium payment.

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

Asset rebalancing will cease if:	•      you elect to participate in the dollar cost averaging program;
	•      we receive your request to discontinue participation at our office;
	•      you make any transfer to or from any subaccount other than under a scheduled rebalancing; or
	•      you elect to participate in any asset allocation services provided by a third party.

You may start and stop participation in the asset rebalancing program at any time; but we restrict your right to re-enter the program to once each Policy year. If you wish to resume the asset rebalancing program, you must complete a new request form. We may modify, suspend, or discontinue the asset rebalancing program at any time.

Third Party Asset Allocation Services

We may provide administrative or other support services to independent third parties you authorize to conduct transfers on your behalf, or who provide recommendations as to how your subaccount values should be allocated. This includes, but is not limited to, transferring subaccount values among subaccounts in accordance with various investment allocation strategies that these third parties employ. These independent third parties may or may not be appointed Western Reserve registered representatives for the sale of Policies. Western Reserve does not engage any third parties to offer investment allocation services of any type, so that persons or firms offering such services do so independent from any agency relationship they may have with Western Reserve for the sale of Policies. Western Reserve therefore takes no responsibility for the investment allocations and transfers transacted on your behalf by such third parties or any investment allocation recommendations made by such parties. Western Reserve does not currently charge you any additional fees for providing these support services. Western Reserve reserves the right to discontinue providing administrative and support services to owners utilizing independent third parties who provide investment allocation and transfer recommendations.

Policy Values

Cash Value

• Varies from day to day, depending on the investment experience of the subaccounts you choose, the interest credited to the fixed account, the charges deducted and any other Policy transactions (such as additional premium payments, transfers, withdrawals and Policy loans).

• Serves as the starting point for calculating values under a Policy.

• Equals the sum of all values in each subaccount and the fixed account.

• Is determined on the Policy date and on each valuation date.

• Has no guaranteed minimum amount and may be more or less than premiums paid.

• Includes any amounts held in the fixed account to secure any outstanding Policy loan.

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Net Surrender Value

The net surrender value is the amount we pay when you surrender your Policy. We determine the net surrender value at the end of the valuation period when we receive your written surrender request at our office.

Net surrender value on any valuation date equals:	•      the cash value as of such date; minus
	•      any surrender charge as of such date; minus
	•      any outstanding Policy loan amount; minus
	•      any accrued Policy loan interest.

Subaccount Value

Each subaccount’s value is the cash value in that subaccount. At the end of any valuation period, the subaccount’s value is equal to the number of units that the Policy has in the subaccount, multiplied by the unit value of that subaccount.

The number of units in any subaccount on any valuation date equals:	•      the initial units purchased at unit value on the Policy date, or reallocation date, if different; plus
	•      units purchased with additional net premium(s); plus
	•      units purchased through transfers from another subaccount or the fixed account; minus
	•      units redeemed to pay for monthly deductions; minus
	•      units redeemed to pay for cash withdrawals; minus
	•      units redeemed as part of a transfer to another subaccount, the loan reserve account or the fixed account; minus
	•      units redeemed to pay for a decrease charge because of any specified amount decreases; minus
	•      units redeemed to pay cash withdrawal charges and transfer charges.

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

Subaccount Unit Value

The value (or price) of each subaccount unit will reflect the investment performance of the portfolio in which the subaccount invests. Unit values will vary among subaccounts. The unit value of each subaccount was originally established at $10 per unit. The unit value may increase or decrease from one valuation period to the next.

The unit value of any subaccount at the end of a valuation period is calculated as:	•      the total value of the portfolio shares held in the subaccount, including the value of any dividends or capital gains distribution declared and reinvested by the portfolio during the valuation period. This value is determined by multiplying the number of portfolio shares owned by the subaccount by the portfolio’s net asset value per share determined at the end of the valuation period; minus
	•      a charge equal to the daily net assets of the subaccount multiplied by the daily equivalent of the mortality and expense risk charge; minus
	•      the accrued amount of reserve for any taxes or other economic burden resulting from applying tax laws that we determine to be properly attributable to the subaccount; and the result divided by

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•      the number of outstanding units in the subaccount before the purchase or redemption of any units on that date.

The portfolio in which any subaccount invests will determine its net asset value per share once daily, as of the close of the regular business session of the NYSE (usually 4:00 p.m. Eastern time) except on customary national holidays on which the NYSE is closed, which coincides with the end of each valuation period.

Fixed Account Value

On the Policy date, or the reallocation date, if different, the fixed account value is equal to the cash value allocated to the fixed account.

The fixed account value at the end of any Valuation period is equal to:	•      the sum of net premium(s) allocated to the fixed account; plus
	•      any amounts transferred from a subaccount to the fixed account; plus
	•      total interest credited to the fixed account; minus
	•      amounts charged to pay for monthly deductions; minus
	•      amounts withdrawn or surrendered from the fixed account to pay for cash withdrawals or transfer or decrease charges; minus
	•      amounts transferred from the fixed account to a subaccount.

Death Benefit

Death Benefit Proceeds

As long as the Policy is in force, we will determine the amount and pay the death benefit proceeds on an individual Policy upon receipt at our office of satisfactory proof of the insured’s death, plus written direction (from each eligible recipient of death benefit proceeds) regarding how to pay the death benefit payment, and any other documents, forms and information we need. We may require return of the Policy. We will pay the death benefit proceeds to the primary beneficiary(ies), if living, or to a contingent beneficiary. If each beneficiary dies before the insured and there is no contingent beneficiary, we will pay the death benefit proceeds to the owner or the owner’s estate. We will pay the death benefit proceeds in a lump sum or under a payment option.

Death benefit proceeds equal:	•      the death benefit (described below); minus
	•      any monthly deductions due during the grace period (if applicable); minus
	•      any outstanding loan amount and accrued loan interest; plus
	•      any additional insurance in force provided by rider.

We may further adjust the amount of the death benefit proceeds if we contest the Policy or if you misstate the insured’s age or gender.

Death Benefit

The Policy provides a death benefit. The death benefit is determined at the end of the valuation period in which the insured dies. You must select one of the three death benefit options we offer in your application. If you do not choose a death benefit option in your application, the Option A death benefit option will automatically be in effect. No matter which death benefit option you choose, we guarantee that, so long as the Policy does not lapse, the death benefit will never be less than the specified amount on the date of the insured’s death.

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The Policy is intended to qualify under Internal Revenue Code Section 7702 as a life insurance policy for federal tax purposes. The death benefit is intended to qualify for the federal income tax exclusion. The provisions of the Policy and any attached endorsement or rider will be interpreted to ensure such qualification, regardless of any language to the contrary.

To the extent the death benefit is increased to maintain qualification as a life insurance policy, we will make appropriate adjustments to any monthly deductions or supplemental benefits, that are consistent with such an increase. Adjustments will be reflected in the monthly deduction.

For purposes of qualifying the Policy as a life insurance policy, there are two tax “tests” available in Code Section 7702, the “guideline premium” test, or the “cash value accumulation” test. You must choose either the guideline premium test or the cash value accumulation test on your application. This choice may not be changed. If you do not choose one of these two tests on your application, the default test will be the guideline premium test. You should consult a tax advisor when choosing the tax test and in choosing a death benefit option.

Under the Guideline Premium Test

Death Benefit Option A equals the greatest of:	1.      the current specified amount; or
	2.      a specified percentage called the “limitation percentage,” as shown on your Policy’s schedule page, multiplied by          the cash value on the primary insured’s date of death; or
	3.      the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Under Option A, your death benefit remains level unless the limitation percentage multiplied by the cash value is greater than the specified amount; then the death benefit will vary as the cash value varies.

The limitation percentage is the minimum percentage of cash value we must pay as the death benefit under federal tax requirements. It is based on the attained age of the insured at the beginning of each Policy year. The following table indicates the limitation percentages for the guideline premium test for different ages:

Attained Age	Limitation Percentage
40 and under	250%
41 to 45	250% of cash value minus 7% for each age over age 40
46 to 50	215% of cash value minus 6% for each age over age 45
51 to 55	185% of cash value minus 7% for each age over age 50
56 to 60	150% of cash value minus 4% for each age over age 55
61 to 65	130% of cash value minus 2% for each age over age 60
66 to 70	120% of cash value minus 1% for each age over age 65
71 to 75	115% of cash value minus 2% for each age over age 70
76 to 90	105%
91 to 95	105% of cash value minus 1% for each age over age 90
96 to 99	100%
100 and older	101%

If the federal tax code requires us to determine the death benefit by reference to these limitation percentages, the Policy is described as “in the corridor.” An increase in the cash value will increase our risk, and we will increase the cost of insurance we deduct from the cash value.

Option A Guideline Premium Test Illustration. Assume that the insured’s attained age is under 40, there have been no withdrawals or decreases in specified amount, and that there are no outstanding loans. Under Option A, a Policy with a $100,000 specified amount will generally pay $100,000 in death benefits. However, because the

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death benefit must be equal to or be greater than 250% of cash value, any time the cash value of the Policy exceeds $40,000, the death benefit will exceed the $100,000 specified amount. Each additional dollar added to the cash value above $40,000 will increase the death benefit by $2.50.

Similarly, so long as the cash value exceeds $40,000, each dollar taken out of the cash value will reduce the death benefit by $2.50. If at any time the cash value multiplied by the limitation percentage is less than the specified amount, the death benefit will equal the specified amount of the Policy.

Under the Cash Value Accumulation Test

Death Benefit Option A equals the greatest of:	1.      the current specified amount; or
	2.      a specified percentage called the “limitation percentage”, as shown on your Policy’s schedule page, multiplied by          the difference of the cash value on the date of the primary insured’s death and any applicable net single premium for riders that are qualified additional benefits as shown on your Policy’s schedule page; or
	3.      the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Under Option A, your death benefit remains level unless the limitation percentage calculation above is greater than the specified amount; then the death benefit will vary as the cash value varies.

The limitation percentage and the net single premium for riders under the cash value accumulation test are calculated as specified under Section 7702. They are based on the insured’s gender, underwriting class, rate band, and attained age at the beginning of each Policy year.

If the federal tax code requires us to determine the death benefit by reference to these limitation percentages and net single premiums, the Policy is described as “in the corridor.” An increase in the cash value will increase our risk, and we will increase the cost of insurance we deduct from the cash value.

Option A Cash Value Accumulation Test Illustration. Assume that a Policy has had no withdrawals or decreases in specified amount, and that there are no outstanding loans. Also assume that the Policy has a specified amount of $100,000, an Other Insured Rider with a face amount of $50,000 has been added to the Policy, the limitation percentage is 297%, and the net single premium for the rider is $14,850. Under Option A, a Policy with a $100,000 specified amount will generally pay $100,000 in death benefits. However, because the death benefit for the Policy, not including the rider, must be equal to or be greater than 297% of the difference of the cash value and the net single premium for riders, any time the cash value of the Policy exceeds $48,520, the death benefit of the Policy, not including the rider, will exceed the $100,000 specified amount. The figure of $48,520 is derived because 297% of ($48,520 – $14,850) equals $100,000. Each additional dollar added to the cash value above $48,520 will increase the death benefit of the Policy, not including the rider, by $2.97.

Similarly, so long as the cash value exceeds $48,520, each dollar taken out of the cash value will reduce the death benefit of the Policy, not including the rider, by $2.97. If at any time the difference of the cash value and the net single premium for riders multiplied by the limitation percentage is less than the specified amount, the death benefit of the Policy, not including the rider, will equal the specified amount of the Policy.

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Under the Guideline Premium Test

Death Benefit Option B equals the greatest of:	1.      the current specified amount; plus the cash value on the insured’s date of death; or
	2.      the limitation percentage, as shown on your Policy’s schedule page, multiplied by the cash value on the primary insured’s date of death; or
	3.      the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Under Option B, the death benefit always varies as the cash value varies.

Option B Guideline Premium Test Illustration. Assume that the insured’s attained age is under 40 and that there are no outstanding loans. Under Option B, a Policy with a specified amount of $100,000 will generally pay a death benefit of $100,000 plus cash value. Thus, a Policy with a cash value of $10,000 will have a death benefit of $110,000 ($100,000 + $10,000). The death benefit, however, must be at least 250% of cash value. As a result, if the cash value of the Policy exceeds $66,667, the death benefit will be greater than the specified amount plus cash value. The figure of $66,667 is derived because 250% of $66,667 equals $100,000 + $66,667. Each additional dollar of cash value above $66,667 will increase the death benefit by $2.50.

Similarly, any time cash value exceeds $66,667, each dollar taken out of cash value will reduce the death benefit by $2.50. If at any time, cash value multiplied by the limitation percentage is less than the specified amount plus the cash value, then the death benefit will be the specified amount plus the cash value of the Policy.

Under the Cash Value Accumulation Test

Death Benefit Option B equals the greatest of:	1.      the current specified amount; plus          the cash value on the primary insured’s date of death; or
	2.      a specified percentage called the “limitation percentage”, as shown on your Policy’s schedule page, multiplied by          the difference of the cash value on the date of the primary insured’s death and any applicable net single premium for riders that are qualified additional benefits as shown on your Policy’s schedule page; or
	3.      the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Under Option B, the death benefit always varies as the cash value varies.

Option B Cash Value Accumulation Test Illustration. Assume that the insured’s attained age is 40 and that there are no outstanding loans. Also assume that the Policy has a specified amount of $100,000, an Other Insured Rider with a face amount of $50,000 has been added to the Policy, the limitation percentage is 297%, and the net single premium for the rider is $14,850. Under Option B, a Policy with a specified amount of $100,000 will generally pay a death benefit of $100,000 plus cash value. Thus, a Policy with a cash value of $10,000 will have a death benefit of $110,000 ($100,000 + $10,000). The death benefit for the Policy, not including the rider, however, must be at least 297% of the difference of the cash value and the net single premium for riders. As a result, if the cash value of the Policy exceeds $73,149, the death benefit for the Policy, not including the rider, will be greater than the specified amount plus cash value. The figure of $73,149 is derived because 297% of ($73,149 – $14,850) equals $100,000 + $73,149. Each additional dollar of cash value above $73,149 will increase the death benefit of the Policy, not including the rider, by $2.97.

Similarly, any time cash value exceeds $73,149, each dollar taken out of cash value will reduce the death benefit of the Policy, not including the rider, by $2.97. If at any time, the difference of the cash value and the net single premium for riders multiplied by the limitation percentage is less than the specified amount plus the cash value, then the death benefit for the Policy, not including the rider, will be the specified amount plus the cash value of the Policy.

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Death Benefit Option C equals the greatest of:	1.      death benefit Option A; or
	2.      the current specified amount, multiplied by          an age-based “factor” equal to the lesser of
	•      1.0 or
	•      0.04 times (95 minus insured’s attained age at death) (the “factor” will never be less than zero); plus
	the cash value on the insured’s date of death; or
	3.      the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Under Option C, the death benefit varies with the cash value and the insured’s attained age. Because the death benefit under Option C is at least as large as that under Option A, the Code Section 7702 life insurance qualification compliance test used in calculating the Option A death benefit will be taken into account in the Option C death benefit.

Option C—Three Illustrations.

1. Assume that the insured is under age 40 and that there are no outstanding loans. Under Option C, a Policy with a specified amount of $100,000 and with a cash value of $10,000 will have a death benefit of $110,000 ($100,000 x the minimum of (1.0 and (0.04 x (95-40))) + $10,000). Until the insured attains age 71, this benefit is the same as the Option B benefit.

2. Assume that the insured is attained age 75 and that there are no outstanding loans. Under Option C, a Policy with a specified amount of $100,000 and with a cash value of $22,000 will have a death benefit of $102,000 ($100,000 x the minimum of (1.0 and (0.04 x (95-75))) + $22,000).

3. Assume that the insured is attained age 75 and that there are no outstanding loans. Under Option C, a Policy with a specified amount of $100,000 and with a cash value of $9,000 will have a death benefit equal to the specified amount of $100,000, since the calculation of $100,000 times the minimum of (1.0 and (0.04 x (95-75))) plus $9,000 is less than the specified amount.

Death Benefit After Age 100

If the Policy is still in force on the Policy anniversary on or following the insured’s 100^th birthday, the Policy will continue and the death benefit payable will continue to be calculated in accordance with the death benefit option and the life insurance compliance test then in effect.

Effect of Cash Withdrawals on the Death Benefit

If you choose Option A, or if you choose Option C and the insured’s attained age is 71 or greater, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal. We will not impose a decrease charge when the specified amount is decreased as a result of taking a cash withdrawal. Regardless of the death benefit option you choose, a cash withdrawal will reduce the death benefit by at least the amount of the withdrawal.

Effect of Inflation Fighter Rider on the Death Benefit

If you choose Option A you may add the Inflation Fighter Rider. Your Policy’s specified amount will automatically increase each year on the Policy anniversary until the 20^th Policy anniversary. If you change from Option A to either Option B or Option C, the Inflation Fighter Rider will terminate and future scheduled increases in specified amount will automatically cease.

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Choosing Death Benefit Options

You must choose one death benefit option on your application. This is an important decision. The death benefit option you choose will have an impact on the dollar value of the death benefit, on your cash value, and on the amount of cost of insurance charges you pay. If you do not select a death benefit option on your application, Option A will become the death benefit option for your Policy, by default.

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

Changing the Death Benefit Option

After the third Policy year, you may change your death benefit option once each Policy year if you have not increased or decreased the specified amount that year. We will notify you of the new specified amount.

• You must send your written request to our office.

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

• You may not make a change that would decrease the specified amount below the minimum specified amount shown on your Policy schedule page.

• You may not change the death benefit option after the insured attains age 95.

• There may be adverse federal tax consequences. You should consult a tax advisor before changing your Policy’s death benefit option.

Increasing/Decreasing the Specified Amount

You may increase the specified amount once each Policy year if you have not changed the death benefit option that year. After the Policy has been in force for three years, you may decrease the specified amount once each Policy year if you have not changed the death benefit option that year. An increase or decrease in the specified amount will affect your cost of insurance charge, per unit charge, your guideline premium, your minimum monthly guarantee premium, and your ability to maintain the no lapse period guarantee, and may have adverse federal tax consequences.

In addition, an increase or decrease in specified amount may move the Policy into a different specified amount band, so that your overall cost of insurance rate and per unit charge will change. An increase in specified amount will be treated as an additional layer of coverage with its own cost of insurance rates, per unit charge, surrender charges and surrender charge period. If you increase your specified amount, you will receive notification of your new minimum monthly guarantee premium and surrender charge schedule. This also applies to increases generated by the Inflation Fighter Rider.

You should consult a tax advisor before increasing or decreasing your Policy’s specified amount.

Conditions for and impact of decreasing the specified amount:	•      you must send your written request to our office;
	•      only allowed after the third Policy year;
	•      you may not change your death benefit option or increase your specified amount in the same Policy year that you decrease your specified amount;
	•      you may not decrease your specified amount lower than the minimum specified amount under band 1 (or band 2 for a WRL Xcelerator Focus Policy) shown on your Policy schedule page;
	•      you may not decrease your specified amount if it would disqualify your Policy as life insurance under the Internal Revenue Code;

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	•      until the later of the end of the surrender charge period or the Policy anniversary on or following the insured’s 65th birthday, we may limit the amount of decrease to no more than 20% of the then current specified amount;
	•      a decrease in specified amount will take effect on the Monthiversary on or after we receive your written request;
	•      we will assess a decrease charge against the cash value if you request a decrease in your specified amount within the first 8 Policy years (or during the 8-year period subsequent to an increase in specified amount);
	•      if a decrease to your Policy’s specified amount causes your specified amount band to change, then we will apply the cost of insurance rates and per unit charge to the amounts in the new band as of the effective date of the decrease in specified amount; and
	•      a decrease in specified amount will cause a new minimum monthly guarantee premium to be calculated. The new minimum monthly guarantee premium is effective on the date of decrease.
Conditions for and impact of increasing the specified amount:	•      we will accept requests for increases in specified amount on any Monthiversary before the insured’s 86th birthday;
	•      your request must be applied for on a supplemental application and must include evidence of insurability satisfactory to us;
	•      a requested increase in specified amount requires our approval and will take effect on the Monthiversary on or after we approve your request;
	•      we may require your requested increase in specified amount to be at least $10,000;
	•      you may not change your death benefit option or decrease your specified amount in the same Policy year that you request an increase in your specified amount;
	•      if an increase (including specified amount increases generated by the Inflation Fighter Rider) to your Policy’s specified amount causes your specified amount band to change, then we will apply the cost of insurance rates and per unit charge to the amounts in the new band as of the effective date of the increase in specified amount;
	•      an increase in specified amount (including specified amount increases generated by the Inflation Fighter Rider) will cause a new minimum monthly guarantee premium to be calculated. The new minimum monthly guarantee premium is effective on the date of increase;
	•      each increase in specified amount (including specified amount increases generated by the Inflation Fighter Rider) will have its own surrender charge that applies for 8 years after the date of each increase.

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This charge may significantly reduce your net surrender value; and

•      increases in specified amount will not be subject to future automatic increases under the Inflation Fighter Rider.

Payment Options

There are several ways of receiving proceeds under the death benefit and surrender provisions of the Policy, other than in a lump sum.

Surrenders and Cash Withdrawals

Surrenders

You must make a written request containing an original signature to surrender your Policy for its net surrender value as calculated at the end of the valuation date on which we receive your request at our office. Written requests to surrender a Policy that are received before the NYSE closes are priced using the subaccount unit value determined at the close of that regular business session of the NYSE (usually 4.00 p.m. Eastern time). If we receive the written request after the NYSE closes, we will process the surrender request using the subaccount unit value determined at the close of the next regular business session of the NYSE. The insured must be alive, and the Policy must be in force when you make your written request. A surrender is effective as of the date when we receive your written request. You will incur a surrender charge if you surrender the Policy during the first 8 Policy years (or during the 8-year period subsequent to an increase in specified amount, including specified amount increases generated by the Inflation Fighter Rider). Once you surrender your Policy, all coverage and other benefits under it cease and cannot be reinstated. We will normally pay you the net surrender value in a lump sum within seven days or under a settlement option. A surrender may have tax consequences. See Federal Income Tax Considerations.

Cash Withdrawals

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

Cash withdrawal conditions:	•      You must send your written cash withdrawal request with an original signature to our office. You may also fax your withdrawal request to us if it is less than $50,000 at 727-299-1648.
	•      We allow one cash withdrawal per Policy year.
	•      We may limit the amount you can withdraw to at least $500 and the remaining net surrender value following a withdrawal may not be less than $500. During the first 5 Policy years, the amount of the withdrawal may be limited to no less than $500 and to no more than 10% of the net surrender value. After the 5th Policy year, the amount of a withdrawal may be limited to no less than $500 and to no more than the net surrender value, less $500.
	•      You may not take a cash withdrawal if it will reduce the specified amount below the minimum specified amount set forth in the Policy.
	•      You may specify the subaccount(s) and the fixed account from which to make the withdrawal. If you do not specify an account, we will take the withdrawal from each account in accordance with your current premium allocation instructions.

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•      We generally will pay a cash withdrawal request within seven days following the valuation date we receive the request at our office.

•      We will deduct a processing fee equal to $25 or 2% of the amount you withdraw, whichever is less. We deduct this amount from the withdrawal, and we pay you the balance.

•      You may not take a cash withdrawal that would disqualify your Policy as life insurance under the Internal Revenue Code.

•      You will forfeit any future increases in specified amount generated by the Inflation Fighter Rider if you make a cash withdrawal.

•      A cash withdrawal may have tax consequences.

A cash withdrawal will reduce the cash value by the amount of the cash withdrawal, and will reduce the death benefit by at least the amount of the cash withdrawal. When death benefit Option A is in effect or when death benefit Option C is in effect and the insured’s attained age is 71 or greater, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal. This decrease in specified amount may cause your Policy to be in a lower specified amount band, so that your cost of insurance rates and per unit charges would be higher. You also may have to pay higher minimum monthly guarantee premiums. We will not impose a decrease charge when the specified amount is decreased as a result of taking a cash withdrawal.

When we incur extraordinary expenses, such as overnight mail expenses or wire service fees, for expediting delivery of your partial withdrawal or complete surrender payment, we will deduct that charge from the payment. We charge $20 for an overnight delivery ($30 for Saturday delivery) and $25 for wire service.

Canceling a Policy

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

• any charges and taxes we deduct from your premiums; plus

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

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

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

Loans

General

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

Policy loans are subject to certain conditions:	•      we may require you to borrow at least $500; and
	•      the maximum amount you may borrow is 90% of the net surrender value.

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When you take a loan, we will withdraw an amount equal to the requested loan from each of the subaccounts and the fixed account based on your current premium allocation instructions (unless you specify otherwise). We will transfer that amount to the loan reserve. The loan reserve is the portion of the fixed account used as collateral for a Policy loan.

We normally pay the amount of the loan within seven days after we receive a proper loan request at our office. We may postpone payment of loans under certain conditions.

You may request a loan by telephone by calling us at 1-800-851-9777 Monday - Friday 8:30 a.m. - 7:00 p.m. Eastern time. If the loan amount you request exceeds $50,000 or if the address of record has been changed within the past 10 days, we may reject your request or require a signature guarantee. If you do not want the ability to request a loan by telephone, you should notify us in writing at our office. You will be required to provide certain information for identification purposes when you request a loan by telephone. We may ask you to provide us with written confirmation of your request. We will not be liable for processing a loan request if we believe the request is genuine.

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

You can repay a loan at any time while the Policy is in force. Loan repayments must be sent to our office and will be credited as of the date received. We will consider any payments you make on the Policy to be premium payments unless the payments are clearly specified as loan repayments. Because we do not apply the premium expense charge to loan repayments, it is very important that you indicate clearly if your payment is intended to repay all or part of a loan.

At each Policy anniversary, we will compare the outstanding loan amount, including accrued loan interest, to the amount in the loan reserve. We will also make this comparison any time you repay all or part of the loan, or make a request to borrow an additional amount. At each such time, if the outstanding loan amount, including accrued loan interest, exceeds the amount in the loan reserve, we will withdraw the difference from the subaccounts and the fixed account and transfer it to the loan reserve, in the same manner as when a loan is made. If the amount in the loan reserve exceeds the amount of the outstanding loan, including accrued loan interest, we will withdraw the difference from the loan reserve and transfer it to the subaccounts and the fixed account in the same manner as current premiums are allocated. No charge will be imposed for these transfers, and these transfers are not treated as transfers in calculating the transfer charge. We reserve the right to require a transfer to the fixed account if the loans were originally transferred from the fixed account.

Interest Rate Charged

We currently charge you an effective annual interest rate on a Policy loan of 2.75% (3.0% maximum guaranteed) on each Policy anniversary. We will also credit the amount in the loan reserve with an effective annual interest rate of 2.0%. After offsetting the 2.0% interest we credit, the net cost of loans currently is 0.75% annually (1.0% maximum guaranteed). After the 10^th Policy year, we will apply preferred loan charged rates on an amount equal to the cash value minus total premiums paid (less any cash withdrawals) and minus any outstanding loan amount including accrued loan interest. The current preferred loan interest rate charged is 2.00% effective annually and is guaranteed not to exceed 2.25%. After the insured’s attained age 100, all loans, new and existing, are considered preferred loans.

Loan Reserve Interest Rate Credited

We will credit the amount in the loan reserve with interest at an effective annual rate of 2.0%.

Effect of Policy Loans

A Policy loan reduces the death benefit proceeds and net surrender value by the amount of any outstanding loan amount, including accrued loan interest. Repaying the loan causes the death benefit proceeds and net surrender

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value to increase by the amount of the repayment. As long as a loan is outstanding, we hold a loan reserve equal to the loan as of the last Policy anniversary plus any accrued interest net of any loan payments. This amount is not affected by the separate account’s investment performance and may not be credited with the interest rates accruing on the unloaned portion of the fixed account. Amounts transferred from the separate account to the loan reserve will affect the value in the separate account because we credit such amounts with an interest rate of 2.0% rather than a rate of return reflecting the investment results of the separate account.

We also charge interest on Policy loans at an effective annual rate of 2.75%. Because interest is added to the amount of the Policy loan to be repaid, the size of the loan will constantly increase unless the Policy loan is repaid.

There are risks involved in taking a Policy loan, including the potential for a Policy to lapse if projected earnings, taking into account outstanding loans, are not achieved. A Policy loan may also have possible adverse tax consequences. You should consult a tax advisor before taking out a Policy loan.

We will notify you (and any assignee of record) if a loan causes your net surrender value to reach zero. If you do not submit a sufficient payment within 61 days from the date of the notice, your Policy may lapse.

Policy Lapse and Reinstatement

Lapse

Your Policy may not necessarily lapse (terminate without value) if you fail to make a planned periodic payment. However, even if you make all your planned periodic payments, there is no guarantee that your Policy will not lapse. This Policy provides a no lapse period guarantee. See below. Once your no lapse period ends, your Policy may lapse (terminate without value) if the net surrender value on any Monthiversary is less than the monthly deductions due on that day. Such lapse might occur if unfavorable investment experience, loans, accrued loan interest, and cash withdrawals cause a decrease in the net surrender value, or you have not paid sufficient premiums as discussed below to offset the monthly deductions.

If the net surrender value is not enough to pay the monthly deductions, we will mail a notice to your last known address and any assignee of record. The notice will specify the minimum payment you must pay and the final date by which we must receive the payment to prevent a lapse. We generally require that you make the payment within 61 days after the date of the notice. This 61-day period is called the grace period. If we do not receive the specified minimum payment by the end of the grace period, all coverage under the Policy will terminate without value.

No Lapse Period Guarantee

This Policy provides a no lapse period. As long as you keep the no lapse period guarantee in effect, your Policy will not lapse and no grace period will begin. Even if your net surrender value is not enough to pay your monthly deduction, the Policy will not lapse so long as the no lapse period guarantee is in effect. The no lapse period guarantee will not extend beyond the no lapse date stated in your Policy. Each month we determine whether the no lapse period guarantee is still in effect. If the no lapse period guarantee is not in effect and the Policy is still in force, it can be restored by paying sufficient minimum monthly guarantee premiums at any time prior to the no lapse date. A WRL Xcelerator Focus has a shorter no lapse period (see page 31).

No lapse date	•      For a Policy issued to any insured ages 0-59, the no lapse date is determined by either the number of years to attained age 65 or the 10th Policy anniversary, whichever is earlier.
	•      For a Policy issued to an insured ages 60-85, the no lapse date is the fifth Policy anniversary.
	•      The no lapse date is specified in your Policy.

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Early termination of the no lapse period guarantee:	•      The no lapse period guarantee will not be effective if you do not pay sufficient minimum monthly guarantee premiums.
	•      You must pay total premiums (minus withdrawals, outstanding loan amounts, and any decrease charge) that equal at least:
	•      the sum of the minimum monthly guarantee premiums in effect for each month from the Policy date up to and including the current month.
Effect of changes on minimum monthly guarantee premium:	•      If you change death benefit options, increase or decrease the specified amount, or if supplemental benefits (riders) are added, reduced or increased during the no lapse period, we will recalculate the amount of the minimum monthly guarantee premium. Depending upon the change made to the Policy or rider and the resulting impact on the level of the minimum monthly guaranteed premium, you may need to pay additional premiums to keep the Policy in force. We will not extend the length of the no lapse period.

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

See Minimum Monthly Guarantee Premium for a discussion of how the minimum monthly guarantee premium is calculated and can change.

Reinstatement

We may reinstate a lapsed Policy within five years after the lapse. To reinstate the Policy you must:

• submit a written application for reinstatement to our office;

• provide evidence of insurability satisfactory to us;

• if the no lapse period has expired, pay an amount sufficient to provide a net premium equal to any uncollected monthly deductions due up to the time of termination, plus two monthly deductions due in advance at the time of reinstatement, plus an amount sufficient to increase the cash value above the surrender charges in effect at the time of reinstatement;

• if the no lapse period has not expired, the required premium will be the lesser of the premium described directly above, or the total minimum monthly guarantee premium from Policy issue through the month of lapse, plus two months of minimum monthly guarantee premiums, minus premiums previously paid net of any withdrawals, outstanding loans, accrued loan interest and surrender charge assessed upon a decrease in specified amount that has been deducted from the cash value.

The cash value of the loan reserve on the reinstatement date will be zero. Your net surrender value on the reinstatement date will equal the cash value at the time your Policy lapsed, plus any net premiums you pay at reinstatement, minus one monthly deduction and any surrender charge. The reinstatement date for your Policy will be the Monthiversary on or following the day we approve your application for reinstatement. We may decline a request for reinstatement. We will not reinstate indebtedness.

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Federal Income Tax Considerations

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

Tax Status of the Policy

A Policy must satisfy certain requirements set forth in the Internal Revenue Code (the “Code”) in order to qualify as a life insurance policy for federal income tax purposes and to receive the tax treatment normally accorded life insurance policies under federal tax law. Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that this Policy should generally satisfy the applicable Code requirements.

In certain circumstances, owners of variable life insurance policies have been considered for federal income tax purposes to be the owners of the assets of the separate account supporting their policies due to their ability to exercise investment control over those assets. Where this is the case, the policyowners have been currently taxed on income and gains attributable to the separate account assets. There is little guidance in this area, and some features of the Policies, such as your flexibility to allocate premiums and cash values, have not been explicitly addressed in published rulings. We believe that the Policy does not give you investment control over separate account assets.

In addition, the Code requires that the investments of the separate account be “adequately diversified” in order to treat the Policy as a life insurance policy for federal income tax purposes. We intend that the separate account, through the portfolios, will satisfy these diversification requirements.

The following discussion assumes that the Policy will qualify as a life insurance policy for federal income tax purposes.

Tax Treatment of Policy Benefits

In General. We believe that the Policy described in this prospectus is a life insurance policy under Code Section 7702. Section 7702 affects the taxation of life insurance policies and places limits on the relationship of the accumulation value to the death benefit. As life insurance policies, the death benefits of the policies are generally excludable from the gross income of the beneficiaries. In the absence of any guidance from the IRS on the issue, we believe that providing an amount at risk after age 99 in the manner provided should be sufficient to maintain the excludability of the death benefit after age 99. However, lack of specific IRS guidance makes the tax treatment of the death benefit after age 99 uncertain. Also, any increase in accumulation value should generally not be taxable until received by you or your designee. However, if your Policy is a modified endowment contract you may be taxed when you take a Policy loan, pledge or assign the Policy. Federal, state and local transfer, estate and other tax consequences of ownership or receipt of Policy proceeds depend on your circumstances and the beneficiary’s circumstances. A tax advisor should be consulted on these consequences.

Generally, you will not be deemed to be in constructive receipt of the cash value until there is a distribution. When distributions from a Policy occur, or when loans are taken out from or secured by a Policy (e.g., by assignment), the tax consequences depend on whether the Policy is classified as a “Modified Endowment Contract” (“MEC”). Moreover, if a loan from a Policy that is not a MEC is outstanding when the Policy is surrendered or lapses, the amount of the outstanding indebtedness will be added to the amount distributed and will be taxed accordingly.

Modified Endowment Contracts. Under the Code, certain life insurance policies are classified as MECs and receive less favorable tax treatment than other life insurance policies. The rules are too complex to summarize here, but generally depend on the amount of premiums paid during the first seven Policy years or in the seven Policy years following certain changes in the Policy. Certain changes in the Policy after it is issued could also cause the Policy to be classified as a MEC. Due to the Policy’s flexibility, each Policy’s circumstances will determine whether

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the Policy is classified as a MEC. Among other things, a reduction in benefits could cause a Policy to become a MEC. If you do not want your Policy to be classified as a MEC, you should consult a tax advisor to determine the circumstances, if any, under which your Policy would or would not be classified as a MEC.

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

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

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

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

• Loans taken from or secured by (e.g., by assignment) such a Policy are treated as distributions and taxed accordingly. If the Policy is part of a collateral assignment split dollar arrangement, the initial assignment as well as increases in cash value during the assignment may be distributions and taxable.

• A 10% additional federal income tax is imposed on the amount included in income except where the distribution or loan is made when you have attained age 59 ½ or are disabled, or where the distribution is part of a series of substantially equal periodic payments for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and the beneficiary.

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

Distributions (other than Death Benefits) from Policies that are not MECs. Distributions from a Policy that is not a MEC are generally treated first as a recovery of your investment in the Policy, and as taxable income after the recovery of all investment in the Policy. However, certain distributions which must be made in order to enable the Policy to continue to qualify as a life insurance policy for federal income tax purposes if Policy benefits are reduced during the first 15 Policy years may be treated in whole or in part as ordinary income subject to tax. Distributions from or loans from or secured by a Policy that is not a MEC are not subject to the 10% additional tax.

Policy Loans. Loans from or secured by a Policy that is not a MEC are generally not treated as distributions. Instead, such loans are treated as indebtedness. If a loan from a Policy that is not a MEC is outstanding when the Policy is surrendered or lapses, the amount of the outstanding indebtedness will be taxed as if it were a distribution at that time. The tax consequences associated with Policy loans outstanding after the first 10 Policy years with preferred loan rates are less clear and a tax advisor should be consulted about such loans.

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Deductibility of Policy Loan Interest. In general, interest you pay on a loan from a Policy will not be deductible. Before taking out a Policy loan, you should consult a tax advisor as to the tax consequences.

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

Withholding. To the extent that Policy distributions are taxable, they are generally subject to withholding for the recipient’s federal income tax liability. The federal income tax withholding rate is generally 10% of the taxable amount of the distribution. Withholding applies only if the taxable amount of all distributions are at least $200 during a taxable year. Some states also require withholding for state income taxes. With the exception of amounts that represent eligible rollover distributions from 403(b) arrangements, which are subject to mandatory withholding of 20% for federal tax, recipients can generally elect, however, not to have tax withheld from distributions. If the taxable distributions are delivered to foreign countries, withholding will apply unless you certify to us that you are not a U.S. person residing abroad. Taxable distributions to non-resident aliens are generally subject to withholding at a 30% rate unless withholding is eliminated under an international treaty with the United States. The payment of death benefits is generally not subject to withholding.

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

Alternative Minimum Tax. There also may be an indirect tax upon the income in the Policy or the proceeds of a Policy under the federal corporate alternative minimum tax, if the policyowner is subject to that tax.

Living Benefit Rider (an Accelerated Death Benefit). We believe that the single-sum payment we make under this rider should be fully excludible from the gross income of the beneficiary, except in certain business contexts. You should consult a tax advisor about the consequences of adding this rider to your Policy, or requesting a single-sum payment.

Continuation of Policy Beyond Age 100. The tax consequences of continuing the Policy beyond the insured’s attained age 100 are unclear and may include taxation of the gain in the Policy or the taxation of the death benefit in whole or in part. You should consult a tax advisor if you intend to keep the Policy in force beyond the insured’s attained age 100.

Other Tax Considerations. The transfer of the Policy or designation of a beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes. The individual situation of each owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of Policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation-skipping and other taxes.

Special Rules for Pension Plans and Section 403(b) Arrangements. If the Policy is purchased in connection with a section 401(a) qualified pension or profit sharing plan, including a section 401(k) plan, or in connection with a section 403(b) plan or program, federal and state income and estate tax consequences could differ from those stated in this prospectus. The purchase may also affect the qualified status of the plan. You should consult a qualified tax advisor in connection with such purchase.

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Policies owned under these types of plans may be subject to the Employee Retirement Income Security Act of 1974, or ERISA, which may impose additional requirements on the purchase of policies by such plans. You should consult a qualified advisor regarding ERISA.

Other Policy Information

Payments We Make

We usually pay the amounts of any surrender, cash withdrawal, death benefit proceeds, or settlement options within seven calendar days after we receive all applicable written notices and/or due proofs of death at our office. However, we can postpone such payments if:

• the NYSE is closed, other than customary weekend and holiday closing, or trading on the NYSE is restricted as determined by the SEC; or

• the SEC permits, by an order, the postponement for the protection of policyowners; or

• the SEC determines that an emergency exists that would make the disposal of securities held in the separate account or the determination of their value not reasonably practicable.

If you have submitted a recent check or draft, we have the right to defer payment of surrenders, cash withdrawals, death benefit proceeds, or payments under a settlement option until such check or draft has been honored. We also reserve the right to defer payment of transfers, cash withdrawals, death benefit proceeds, or surrenders from the fixed account for up to six months.

If mandated under applicable law, we may be required to reject a premium payment and/or block a policyowner’s account and thereby refuse to pay any request for transfers, withdrawals, surrenders, loans or death benefits until instructions are received from the appropriate regulators. We may also be required to provide additional information about you or your account to governmental regulators.

Split Dollar Arrangements

You may enter into a split dollar arrangement with another owner or another person(s) whereby the payment of premiums and the right to receive the benefits under the Policy (i.e., cash surrender value of insurance proceeds) are split between the parties. There are different ways of allocating these rights.

For example, an employer and employee might agree that under a Policy on the life of the employee, the employer will pay the premiums and will have the right to receive the cash surrender value. The employee may designate the beneficiary to receive any insurance proceeds in excess of the cash surrender value. If the employee dies while such an arrangement is in effect, the employer would receive from the insurance proceeds the amount that he would have been entitled to receive upon surrender of the Policy and the employee’s beneficiary would receive the balance of the proceeds.

No transfer of Policy rights pursuant to a split dollar arrangement will be binding on us unless in writing and received by us at our office. Split dollar arrangements may have tax consequences. You should consult a tax advisor before entering into a split dollar arrangement.

On July 30, 2002, President Bush signed into law significant accounting and corporate governance reform legislation, known as the Sarbanes-Oxley Act of 2002 (the “Act”). The Act prohibits, with limited exceptions, publicly-traded companies, including non-U.S. companies that have securities listed on exchanges in the United States, from extending, directly or through a subsidiary, many types of personal loans to their directors or executive officers. It is possible that this prohibition may be interpreted as applying to split-dollar life insurance policies for directors and executive officers of such companies, since such insurance arguably can be viewed as involving a loan from the employer for at least some purposes.

Although the prohibition on loans of publicly-traded companies is generally effective as of July 30, 2002, there is an exception for loans outstanding as of the date of enactment, so long as there is no material modification to the loan terms and the loan is not renewed after July 30, 2002. Any affected business contemplating the payment of

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a premium on an existing Policy, or the purchase of a new Policy, in connection with a split-dollar life insurance arrangement should consult legal counsel.

In addition, the IRS recently issued guidance that affects the tax treatment of split-dollar arrangements and the Treasury Department recently issued final regulations that would significantly affect the tax treatment of such arrangements. The IRS guidance and the final regulations affect all split dollar arrangements, not just those involving publicly-traded companies. Consult your qualified tax advisor with respect to the effect of this current and proposed guidance on your split dollar policy.

Policy Termination

Your Policy will terminate on the earliest of:

• the date the insured dies; or

• the end of the grace period; or

• the date the Policy is surrendered.

Supplemental Benefits (Riders)

The following supplemental benefits (riders) are available and may be added to a Policy. Monthly charges for these riders are deducted from cash value as part of the monthly deduction. The riders available with the Policies do not build cash value and provide benefits that do not vary with the investment experience of the separate account. For purposes of the riders, the primary insured is the person insured under the Policy. These riders may not be available in all states and certain benefits and features may vary by state. Adding these supplemental benefits to an existing Policy or canceling them may have tax consequences and you should consult a tax advisor before doing so.

Children’s Insurance Rider

This rider provides a face amount on the primary insured’s children. Our current minimum face amount for this rider for issue ages 15 days – 18 years of age is $5,000. The maximum face amount is $20,000. At the age of 25 or upon the death of the primary insured, whichever happens first, this rider may be converted to a new policy with a maximum face amount of up to five times the face amount of the rider. We will pay a death benefit once we receive proof that the insured child died while both the rider and coverage were in force for that child. If the primary insured dies while the rider is in force, we will terminate the rider 31 days after the death, and we will offer a separate life insurance policy to each insured child.

Accidental Death Benefit Rider

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

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

• the death is caused by external, violent, and accidental means;

• the death occurs within 90 days of the accident; and

• the death occurs while the rider is in force.

The rider will terminate on the earliest of:

• the Policy anniversary on or following the primary insured’s 70^th birthday; or

• the date the Policy terminates; or

• the Monthiversary when the rider terminates at the owner’s request.

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Other Insured Rider

This rider insures the spouse and/or dependent children of the primary insured. Subject to the terms of the rider, we will pay the face amount of the rider to the primary insured. Our current minimum face amount for this rider for issue ages 0-85 is $10,000. The maximum face amount is the lesser of $1,000,000 or the amount of coverage on the primary insured. The maximum number of Other Insured Riders that is allowed on any one Policy is five (5). We will pay the rider’s face amount when we receive proof at our office of the other insured’s death. Subject to the following conditions, on any Monthiversary while the rider is in force, you may convert it to a new policy on the other insured’s life (without evidence of insurability).

Conditions to convert the rider:	•      your request must be in writing and sent to our office;
	•      the other insured has not reached his/her 86th birthday;
	•      the new policy is any permanent insurance policy that we currently offer for conversion;
	•      subject to the minimum specified amount required for the new policy, the amount of the insurance under the new policy will equal the face amount in force under the rider as long as it meets the minimum face amount requirements of the original Policy; and
	•      we will base the premium for the new policy on the other insured’s rate class under the rider.
Termination of the rider:	The rider will terminate on the earliest of:
	•      the Policy anniversary on or following the other insured’s 100th birthday; or
	•      the date the Policy terminates for any reason except for death of the primary insured; or
	•      31 days after the death of the primary insured; or
	•      the date of conversion of this rider; or
	•      the Monthiversary on which the rider is terminated upon written request by the owner.

Disability Waiver of Monthly Deductions Rider

Subject to certain conditions, we will waive the Policy’s monthly deductions while the primary insured is disabled. You may purchase this rider if the primary insured’s issue age is between 15 and 55 years of age at the time the rider is purchased. This rider is not available together with the Disability Waiver of Premium Rider. Before we waive any monthly deductions, we must receive proof that:

• the primary insured is totally disabled;

• the primary insured’s total disability began before the Policy anniversary on or following the primary insured’s 60^th birthday; and

• the primary insured’s total disability has existed continuously for at least six months.

We will not waive any deduction that becomes due more than one year before we receive written notice of your claim, after the primary insured’s recovery from disability, or after termination of this rider. While the primary insured is totally disabled and receiving benefits under this rider, no grace period will begin for the Policy provided the cash value minus loans and accrued loan interest remains positive. It is possible that additional premium payments will be required to keep the Policy in force while the monthly deduction benefit is being paid.

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Termination of the rider:	The rider will terminate on the earliest of:
	•      the Policy anniversary on or following the primary insured’s 60th birthday, unless the primary insured is totally disabled; or
	•      the date of recovery from disability (with respect to benefits accruing during the continuance of an existing total disability after the Policy anniversary on or following the primary insured’s 60th birthday); or
	•      the date the Policy terminates; or
	•      the Monthiversary on which this rider is terminated on written request by the owner.

When we are paying benefits under the rider, due to the primary insured’s total disability, on the Policy anniversary after the insured’s 60^th birthday, the rider will not terminate and benefits will not end until the date the primary insured is no longer totally disabled.

Disability Waiver of Premium Rider

Subject to certain conditions, we will apply the waiver of premium benefit, as shown on the Policy schedule page, as if it is a premium payment into the Policy while the primary insured is totally disabled, as defined in the rider. The waiver of premium benefit is generally equal to the annual planned premium for the Policy, but the maximum payment is $12,000 or the maximum annual premium payable under the guideline premium test. We will allocate the resulting net premium into the Policy’s cash value. You may purchase this rider if the primary insured’s issue age is between 15 and 55 years of age. This rider is not available together with the Disability Waiver of Monthly Deductions Rider. In order to pay a benefit, we must receive proof that:

• the primary insured is totally disabled;

• the primary insured became totally disabled before the Policy anniversary on or following the primary insured’s 60^th birthday; and

• the primary insured’s total disability has existed continuously for at least six months.

Upon meeting the requirements above, we will also make a retroactive payment equal to six months of benefits under the rider. We will apply the benefit each month on the Monthiversary. We may not pay any benefit that becomes due more than one year before we receive written notice of your claim, after the primary insured’s recovery from disability, or after termination of this rider. It is possible that additional premium payments will be required to keep the Policy in force while the waiver of premium benefit is being paid.

Termination of the rider:	The rider will terminate on the earliest of:
	•      the Policy anniversary on or following the primary insured’s 60th birthday, unless the primary insured is totally disabled; or
	•      the later of the date of recovery from disability or the Policy anniversary on or following the insured’s 100th birthday (with respect to benefits accruing during the continuance of an existing total disability after the Policy anniversary on or following the primary insured’s 60th birthday); or
	•      the date the Policy terminates; or
	•      the Monthiversary on which this rider is terminated on written request by the owner.

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Primary Insured Rider Plus (“PIR Plus”)

Under the PIR Plus, we provide term insurance coverage on the primary insured on a different basis from the coverage in your Policy.

Features of PIR Plus:	•      the rider increases the Policy’s death benefit by the rider’s face amount;
	•      the rider may be purchased from issue ages 0-85;
	•      the minimum purchase amount for the rider is $25,000. There is no maximum purchase amount;
	•      we do not assess any additional surrender charge for the rider;
	•      generally the rider coverage costs less than the insurance coverage under the Policy, but it has no cash value, terminates at age 100, and it does not provide a guarantee that current cost of insurance rates in the first three Policy years will remain fixed;
	•      you may cancel or reduce your rider coverage without decreasing your Policy’s specified amount;
	•      you may generally decrease your Policy’s specified amount without reducing your rider coverage; and
	•      subject to the following conditions, on any Monthiversary while this rider is in force, you may convert this rider to a new Policy on the primary insured’s life without evidence of insurability.
Conditions to convert the rider:	•      your request must be in writing and sent to our office;
	•      the primary insured has not reached his/her 86th birthday;
	•      the new policy is any permanent insurance policy that we currently offer for conversions;
	•      we may allow an increase to the Policy’s specified amount if the Policy and all of the riders in force allow such an increase;
	•      the amount of the insurance under the new policy or the amount of the increase will equal the specified amount in force under the rider as long as it meets the minimum specified amount requirements of a Policy; and
	•      we will base your premium on the primary insured’s rate class under the rider.
Termination of the rider:	The rider will terminate on the earliest of:
	•      the Policy anniversary on or following the primary insured’s 100th birthday; or
	•      the date the Policy terminates; or
	•      the date you fully convert this rider; or
	•      the Monthiversary on which you terminate the rider by written request.

It may cost you less to reduce your PIR Plus coverage than to decrease your Policy’s specified amount, because we do not deduct a surrender charge in connection with your PIR Plus. It may cost you more to keep a higher specified amount under the Base Policy, because the specified amount may have a cost of insurance that is higher than the cost of the same amount of coverage under your PIR Plus.

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

Living Benefit Rider (an Accelerated Death Benefit)

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

We will pay a “single-sum benefit” equal to:

• the death benefit on the date we pay the single-sum benefit; multiplied by

• the election percentage of the death benefit you elect to receive; divided by

• 1 + i (“i” equals the current yield on 90-day Treasury bills or the Policy loan interest rate, whichever is greater) (“discount factor”); minus

• any indebtedness at the time we pay the single-sum benefit, multiplied by the election percentage.

The maximum terminal illness death benefit used to determine the single-sum benefit as defined above is equal to:

• the death benefit available under the Policy once we receive satisfactory proof that the insured is ill; plus

• the benefit available under any PIR Plus in force.

• a single-sum benefit may not be greater than $500,000.

The election percentage is a percentage that you select. It may not be greater than 100%.

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

The rider terminates at the earliest of:

• the date the Policy terminates;

• the date a settlement option takes effect;

• the date we pay a single-sum benefit; or

• the date you terminate the rider.

We do not assess an administrative charge for this rider; however, we do reduce the single sum benefit by a discount factor to compensate us for expected lost income due to the early payment of the death benefit. This rider may not be available in all states, or its terms may vary depending on a state’s insurance law requirements.

The tax consequences of adding this rider to an existing Policy or requesting payment under the rider are uncertain and you should consult a tax advisor before doing so.

Inflation Fighter Rider

This rider provides scheduled annual increases to the Policy’s specified amount, starting on the first Policy anniversary and continuing each Policy anniversary until the Policy’s 20^th anniversary, without an additional application or evidence of insurability. This rider is available only at issue of the Policy for issue ages 0-65, and is only available if Death Benefit Option A is chosen on the application. The rider is not available to insureds in a substandard rating class.

Features of the rider:	•      the Policy’s initial specified amount must be less than $1,000,000;
	•      any change to the Policy’s death benefit option will cause the rider to terminate and annual specified amount increases to stop;

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•      any withdrawal, or requested decrease in specified amount of the Policy will cause the rider to terminate and annual scheduled specified amount increases to stop;

•      if you decline any scheduled specified amount increase under the rider, the rider will terminate and further scheduled specified amount increases will stop;

•      future scheduled specified amount increases under the rider apply only to the Policy’s specified amount on the Policy date plus any previous scheduled specified amount increases under the rider. Further increases under the rider do not apply to increases in specified amount requested by you after the Policy date;

•      the Policy’s surrender charge period and surrender charges apply separately to each scheduled increase in specified amount. (See Appendix B for an example table showing these charges.) Upon a surrender of the Policy, total surrender charges will be the sum of any surrender charges applicable to the Policy and to each annual increase amount effected under the rider;

•      the no lapse period for the Policy will continue to be measured from the Policy date, and will not change each time a scheduled increase in specified amount is effected under the rider;

•      each time a scheduled increase in specified amount is made under the rider, the minimum monthly guarantee premium, and the tests we apply to qualify the Policy as life insurance under Code Section 7702, and for MEC purposes, will be recalculated;

•      scheduled annual increases in specified amount generated by this rider will create a new layer of cost of insurance charges, per unit charges and surrender charges under the Policy. Each new layer of cost of insurance charge and per unit charge resulting from the scheduled annual increase in specified amount will be set based on the insured’s issue age and duration from issue;

•      banding of specified amounts for purposes of applying cost of insurance rates and per unit charges is determined by adding the Policy’s specified amount and the sum of the specified amounts created by operation of the rider. The resulting cost of insurance rates and per unit charges, according to the appropriate specified amount band, will then apply to both the Policy’s specified amount and to each of the specified amount increases generated by the rider; and

•      any requested decreases in specified amount are applied on a “last-in-first-out” basis, such that the last increase in specified amount created by operation of the rider will be eliminated first, and so on.

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Termination of the rider:	The rider will terminate on the earliest of:
	•      the processing date of a requested decrease in the specified amount of the Policy; or
	•      the date an automatic increase, under the terms of this rider, is declined by the owner; or
	•      the day following the 20th anniversary of the Policy; or
	•      a cash withdrawal from the Policy; or
	•      any change in death benefit option; or
	•      the date the primary insured dies; or
	•      the date the Policy terminates for any reason other than the death of the primary insured; or
	•      the date we receive your written request to terminate the Policy or this rider.

Under the rider the Policy’s specified amount will increase on a compounded basis by 3.53%. As a courtesy, you will receive a notice of the date and amount of each scheduled increase from us on or prior to each anniversary. You may, at that time, decline in writing to us an increase within 45 days of the date of the notice. If you decline a scheduled increase in specified amount, the rider will terminate and further scheduled increases under the rider will be cancelled.

Additional Information

Sale of the Policies

We will pay sales commissions to our life insurance agents who are registered representatives of broker-dealers. Other payments may be made for other services related to sale of the Policies.

We have entered into a distribution agreement with AFSG Securities Corporation (“AFSG”) for the distribution and sale of the Policies. AFSG is affiliated with us. AFSG may sell the Policies by entering into selling agreements with other broker-dealers who in turn may sell the Policies through their sales representatives.

See “Sale of the Policies” in the SAI for more information concerning compensation paid for the sale of Policies.

Legal Proceedings

Western Reserve, like other life insurance companies, is involved in lawsuits, including class action lawsuits. In some lawsuits involving 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, at the present time, it appears that there are no pending or threatened lawsuits that are likely to have a material adverse impact on the separate account, on AFSG’s ability to perform under its principal underwriting agreement, or on Western Reserve’s ability to meet its obligations under the Policy.

Financial Statements

The financial statements of Western Reserve are included in the SAI. As of the date of this prospectus, there are no financial statements for the separate account.

62

Performance Data

Rates of Return

The average rates of return in Table 1 reflect each subaccount’s actual historical investment performance. The total return of a subaccount assumes that an investment has been held in the subaccount for various periods of time, including a period measured from the date the first subaccount of the separate account investing in the underlying portfolios began operations. When the first subaccount investing in the underlying portfolios has been in operation for 1, 3, 5, and 10 years, the total return for these periods will be provided, adjusted to reflect the subaccount charges for this Policy. We do not show performance for subaccounts in operation for less than six months. This information does not represent or project future investment performance.

Some portfolios began operation before their corresponding subaccount. For these portfolios, we have included in Table 2 below adjusted portfolio performance from the portfolio’s inception date. The adjusted portfolio performance is designed to show the performance that would have resulted if the subaccount had been in operation during the time the portfolio was in operation.

The numbers reflect the annual mortality and expense risk charge, investment management fees and direct fund expenses.

These rates of return do not reflect other charges that are deducted under the Policy or from the separate account (such as the premium expense charge, monthly deduction or the surrender charge). If these charges were deducted, performance would be significantly lower. These rates of return are not estimates, projections or guarantees of future performance.

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

Table 1

Average Annual Subaccount Total Return

For the Periods Ended on December 31, 2003

Subaccount	1 Year		3 Years		5 Years		10 Years or Inception		Subaccount Inception Date
WRL Van Kampen Emerging Growth	(33.56	)%	(27.26	)%	1.33	%	9.86	%	03/01/93
WRL T. Rowe Price Small Cap	(27.89	)%	(16.27	)%	N/A		(5.62	)%	07/01/99
WRL Third Avenue Value	(12.53	)%	7.41	%		%	5.65	%	01/02/98
WRL Great Companies – TechnologySM	(38.58	)%	N/A		N/A		(39.83	)%	05/01/00
WRL Janus Growth†	(30.45	)%	(29.56	)%	(1.99	)%	5.41	%	10/02/86
WRL Marsico Growth	(26.54	)%	(17.00	)%	N/A		(10.41	)%	07/01/99
WRL Great Companies – AmericaSM	(21.28	)%	N/A		N/A		(9.03	)%	05/01/00
WRL Salomon All Cap	(25.28	)%	(3.85	)%	N/A		0.60	%	07/01/99
WRL T. Rowe Price Equity Income	(19.43	)%	(5.81	)%	N/A		(6.89	)%	07/01/99
WRL Transamerica Value Balanced	(14.47	)%	0.39	%	0.37	%	6.03	%	01/03/95
WRL Clarion Real Estate Securities	2.82	%	13.39	%		%	3.58	%	05/01/98
WRL Federated Growth & Income	0.21	%	13.84	%	7.43	%	9.95	%	03/01/94
WRL AEGON Bond†	9.15	%	8.82	%	6.13	%	6.29	%	10/02/86
WRL Transamerica Money Market(1) †	0.67	%	3.07	%	3.50	%	3.51	%	10/02/86
WRL Templeton Great Companies Global	(22.10	)%	N/A		N/A		(22.75	)%	09/01/00
WRL Munder Net50	(38.88	)%	(23.58	)%	N/A		(16.21	)%	07/01/99
WRL Asset Allocation – Conservative Portfolio		%	N/A		N/A		(9.55	)%	05/01/02

63

WRL Asset Allocation – Moderate Portfolio		%	N/A		N/A		(12.34	)%	05/01/02
WRL Asset Allocation – Moderate Growth Portfolio		%	N/A		N/A		(15.23	)%	05/01/02
WRL Asset Allocation – Growth Portfolio		%	N/A		N/A		(18.71	)%	05/01/02
WRL Transamerica Convertible Securities		%	N/A		N/A		(7.27	)%	05/01/02
WRL PIMCO Total Return		%	N/A		N/A		5.67	%	05/01/02
WRL Transamerica Equity		%	N/A		N/A		(15.61	)%	05/01/02
WRL Transamerica Growth Opportunities		%	N/A		N/A		(20.63	)%	05/01/02
WRL Transamerica U.S. Government Securities		%	N/A		N/A		2.24	%	05/01/02
WRL J.P. Morgan Enhanced Index		%	N/A		N/A		(19.99	)%	05/01/02
WRL Capital Guardian Value		%	N/A		N/A		(23.58	)%	05/01/02
WRL MFS High Yield	N/A		N/A		N/A			%	05/01/03
WRL Merrill Lynch U.S. Active Large Cap Value
WRL Transamerica Balanced
WRL J.P. Morgan Mid Cap Value
Potomac Dow 30 Plus Portfolio	N/A		N/A		N/A			%	05/01/03
Potomac OTC Plus Portfolio	N/A		N/A		N/A			%	05/01/03
Access U.S. Government Money Market Portfolio	N/A		N/A		N/A			%	05/01/03
Wells S&P REIT Index Portfolio	N/A		N/A		N/A			%	05/01/03
Fidelity VIP Index 500 Portfolio	N/A		N/A		N/A			%	11/01/03
S&P 500†	(23.37	)%	(15.70	)%	(1.94	)%	7.28	%	10/02/86

^† Shows ten year performance.

⁽¹⁾ The current yield more closely reflects the current earnings of the subaccount than the total return. An investment in this subaccount is not insured or guaranteed by the FDIC. While this subaccount’s investment in shares of the underlying portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in this subaccount.

Table 2

Adjusted Historical Portfolio Average Annual Total Return

For the Periods Ended on December 31, 2003

Portfolio	1 Year		3 Years		5 Years		10 Years or Inception		Portfolio Inception Date
Van Kampen Emerging Growth	(33.56	)%	(27.26	)%	1.33	%	9.86	%	03/01/93
T. Rowe Price Small Cap	(27.89	)%	(16.27	)%	N/A		(5.62	)%	05/03/99
Third Avenue Value	(12.53	)%	7.41	%		%	5.65	%	01/02/98
Great Companies – TechnologySM	(38.58	)%	N/A		N/A		(39.83	)%	05/01/00
Janus Growth†	(30.45	)%	(29.56	)%	(1.99	)%	5.41	%	10/02/86
Marsico Growth	(26.54	)%	(17.00	)%	N/A		(10.41	)%	05/03/99
Great Companies – AmericaSM	(21.28	)%	N/A		N/A		(9.03	)%	05/01/00
Salomon All Cap	(25.288	)%	(3.85	)%	N/A		0.60	%	05/03/99
T. Rowe Price Equity Income	(19.43	)%	(5.81	)%	N/A		(6.89	)%	05/03/99
Transamerica Value Balanced	(14.47	)%	0.39	%	0.37	%	6.03	%	01/03/95
Clarion Real Estate Securities	2.82	%	13.39	%		%	3.58	%	05/01/98
Federated Growth & Income	0.21	%	13.84	%	7.43	%	9.95	%	03/01/94
AEGON Bond†	9.15	%	8.82	%	6.13	%	6.29	%	10/02/86
Transamerica Money Market(1) †	0.67	%	3.07	%	3.50	%	3.51	%	10/02/86
Templeton Great Companies Global	(22.10	)%	N/A		N/A		(22.75	)%	09/01/00
Munder Net50	(38.88	)%	(23.58	)%	N/A		(16.21	)%	05/03/99

64

Portfolio	1 Year		3 Years		5 Years		10 Years or Inception		Portfolio Inception Date
Asset Allocation – Conservative Portfolio		%	N/A		N/A		(9.55	)%	05/01/02
Asset Allocation – Moderate Portfolio		%	N/A		N/A		(12.34	)%	05/01/02
Asset Allocation – Moderate Growth Portfolio		%	N/A		N/A		(15.23	)%	05/01/02
Asset Allocation – Growth Portfolio		%	N/A		N/A		(18.71	)%	05/01/02
Transamerica Convertible Securities		%	N/A		N/A		(7.27	)%	05/01/02
PIMCO Total Return		%	N/A		N/A		5.67	%	05/01/02
Transamerica Equity(3) †	(22.82	)%	(17.30	)%	1.92	%	14.93	%	02/26/69
Transamerica Growth Opportunities(2)(4)	(14.95	)%	N/A		N/A		(3.29	)%	05/02/01
J.P. Morgan Enhanced Index(5)	(25.16	)%	(16.70	)%	(2.44	)%	1.38	%	05/02/97
Capital Guardian Value(6)	(21.29	)%	(4.43	)%	(2.16	)%	7.08	%	05/27/93
Transamerica U.S. Government Securities(7)	5.02	%	6.20	%	4.66	%	5.31	%	05/13/94
MFS High Yield	1.30	%	(0.60	)%	N/A		(0.10	)%	06/01/98
Merrill Lynch U.S. Active Large Cap Value
Transamerica Balanced
J.P. Morgan Mid Cap Value
Fidelity VIP Index 500 Portfolio	(23.03	)%		%	N/A		(15.00	)%	01/12/00
Potomac Dow 30 Plus Portfolio	N/A		N/A		N/A			%	05/01/03
Potomac OTC Plus Portfolio	N/A		N/A		N/A			%	05/01/03
Access U.S. Government Money Market Portfolio	N/A		N/A		N/A			%	05/01/03
Wells S&P REIT Index Portfolio	N/A		N/A		N/A			%	05/01/03
S&P 500†	(23.37	)%	(15.70	)%	(1.94	)%	7.28	%	10/02/86

^† Shows ten year performance.

⁽¹⁾ The current yield more closely reflects the current earnings of the subaccount than the total return. An investment in this subaccount is not insured or guaranteed by the FDIC. While this subaccount’s investment in shares of the underlying portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in this subaccount.

⁽²⁾ Not annualized.

⁽³⁾ The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Growth Portfolio of Transamerica Variable Insurance Fund, Inc.

⁽⁴⁾ The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Small Company Portfolio of Transamerica Variable Insurance Fund, Inc.

⁽⁵⁾ The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Endeavor Enhanced Index Portfolio of Endeavor Series Trust.

⁽⁶⁾ The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Capital Guardian Value Portfolio of Endeavor Series Trust.

⁽⁷⁾ The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Dreyfus U.S. Government Securities Portfolio of Endeavor Series Trust.

The annualized yield for the WRL Transamerica Money Market subaccount for the seven days ended December 31, 2003 was             %.

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

Table of Contents of the Statement of Additional Information

Glossary

The Policy – General Provisions

Ownership Rights

Our Right to Contest the Policy

Suicide Exclusion

Misstatement of Age or Gender

Modifying the Policy

Mixed and Shared Funding

65

Death Benefit

Additional Information

Settlement Options

Additional Information about Western Reserve and the Separate Account

Legal Matters

Variations in Policy Provisions

Personalized Illustrations of Policy Benefits

Sale of the Policies

Report to Owners

Records

Independent Auditors

Experts

Financial Statements

Underwriters

Underwriting Standards

IMSA

Performance Data

Other Performance Data in Advertising Sales Literature

Western Reserve’s Published Ratings

Index to Financial Statements

WRL Series Life Account

Western Reserve Life Assurance Co. of Ohio

66

Glossary

accounts	The options to which you can allocate your money. The accounts include the fixed account and the subaccounts in the separate account.
attained age	The issue age of the person insured, plus the number of completed years since the Policy date (for the initial specified amount) or the date of each increase in specified amount.
beneficiary(ies)	The person or persons you select to receive the death benefit proceeds from this Policy. You name the primary beneficiary and contingent beneficiaries.
cash value	At the end of any valuation period, the sum of your Policy’s value in the subaccounts and the fixed account. If there is a Policy loan outstanding, the cash value includes any amounts held in our fixed account to secure the Policy loan.
death benefit proceeds	The amount we will pay to the beneficiary(ies) on the insured’s death. We will reduce the death benefit proceeds by the amount of any outstanding loan amount, including accrued loan interest, and any due and unpaid monthly deductions.
decrease charge	Surrender charge that may be imposed upon a decrease in specified amount during the first 8 Policy years (or during the 8 years subsequent to an increase in specified amount).
fixed account	An allocation option other than the separate account to which you may allocate net premiums and cash value. We guarantee that any amounts you allocate to the fixed account will earn interest at a declared rate. The fixed account is part of our general account.
free-look period	The period during which you may return the Policy and receive a refund as described in this prospectus. The length of the free-look period varies by state. The free-look period is listed in the Policy.
funds	Investment companies which are registered with the U.S. Securities and Exchange Commission. The Policy allows you to invest in the portfolios of the funds through our subaccounts.
in force	While coverage under the Policy is active and the insured’s life remains insured.
initial premium	The amount you must pay before insurance coverage begins under this Policy. The initial premium is shown on the schedule page of your Policy.
insured	The person whose life is insured by this Policy.
issue age	The insured’s age on his or her birthday on or prior to the Policy date. When you increase the Policy’s specified amount of insurance coverage, the issue age for the new layer of specified amount coverage is the insured’s age on his or her birthday on or prior to the date that the increase in specified amount takes effect. This age may be different from the attained age on other layers of specified amount coverage.
lapse	When life insurance coverage ends and the Policy terminates because you do not have enough cash value in the Policy to pay the monthly deduction, the surrender charge and any outstanding loan amount, including accrued loan interest, and you have not made a sufficient payment by the end of a grace period.
loan reserve account	A part of the fixed account to which amounts are transferred as collateral for Policy loans.

67

minimum monthly guarantee premium	The amount shown on your Policy schedule page that we use during the no lapse period to determine whether a grace period will begin. We will adjust the minimum monthly guarantee premium if you change death benefit options, increase or decrease the specified amount (including increases generated by the Inflation Fighter Rider), or add, increase or decrease a rider, and you may need to pay additional premiums in order to keep the no lapse guarantee in place. A grace period will begin whenever your net surrender value is not enough to meet monthly deductions and the no lapse guarantee is no longer in effect.
Monthiversary	This is the day of each month when we determine Policy charges and deduct them from cash value. It is the same date each month as the Policy date. If there is no valuation date in the calendar month that coincides with the Policy date, the Monthiversary is the next valuation date.
monthly deduction	The monthly Policy charge, plus the monthly cost of insurance, plus the monthly per unit charge, plus the monthly charge for any riders added to your Policy, plus, if any, the decrease charge incurred as a result of a decrease in your specified amount, all of which are deducted from the Policy’s cash value on each Monthiversary.
net premium	The part of your premium that we allocate to the fixed account or the subaccounts. The net premium is equal to the premium you paid minus the premium expense charge.
net surrender value	The amount we will pay you if you surrender the Policy while it is in force. The net surrender value on the date you surrender is equal to: the cash value minus any surrender charge, and minus any outstanding loan amount and accrued loan interest.
no lapse date (WRL Xcelerator)	For a Policy issued to any insured ages 0-55, the no lapse date is the same date as the Policy’s 10th anniversary. For a Policy issued to an insured ages 56-59, the no lapse date is the Policy anniversary at the insured’s attained age 65. For a Policy issued to an insured ages 60-85, the no lapse date is the fifth Policy anniversary. The no lapse date is specified in your Policy.
no lapse date (WRL Xcelerator Focus)	For a Policy issued to any insured ages 0-55, the no lapse date is the same date as the Policy’s 8th anniversary. For a Policy issued to an insured ages 56-60, the no lapse date is the Policy anniversary at the insured’s attained age 64. For a Policy issued to an insured ages 61-85, the no lapse date is the fourth Policy anniversary. The no lapse date is specified in your Policy.
no lapse period	The period of time between the Policy date and the no lapse date during which the Policy will not lapse if certain conditions are met.
office	Our administrative office and mailing address is P.O. Box 5068, Clearwater, Florida 33758-5068. Our street address is 570 Carillon Parkway, St. Petersburg, Florida 33716. Our phone number is 1-800-851-9777. Our hours are Monday - Friday from 8:30 a.m. - 7:00 p.m. Eastern time.
planned periodic premium	A premium payment you make in a level amount at a fixed interval over a specified period of time.
Policy	The WRL Xcelerator or WRL Xcelerator Focus variable life insurance policy without any supplemental riders (benefits).

68

Policy date	The date when our underwriting process is complete, full life insurance coverage goes into effect, the initial premium payment has been received, and we begin to take the monthly deductions. The Policy date is shown on the schedule page of your Policy. If you request, we may backdate a Policy by assigning a Policy date earlier than the date the Policy is issued. We measure Policy months, years, and anniversaries from the Policy date.
portfolio	One of the separate investment portfolios of a fund.
premiums	All payments you make under the Policy other than loan repayments.
reallocation account	That portion of the fixed account where we hold the net premium(s) from the record date until the reallocation date.
reallocation date	The date we reallocate all cash value held in the reallocation account to the fixed account and subaccounts you selected on your application. We place your net premium in the reallocation account only if your state requires us to return the full premium in the event you exercise your free-look right. In those states the reallocation date is the Policy date, plus the number of days in your state’s free-look period, plus five days. In all other states, the reallocation date is the Policy date.
record date	The date we record your Policy on our books as an in force Policy. The record date is generally the Policy date, unless the Policy is backdated.
separate account	The WRL Series Life Account. It is a separate investment account that is divided into subaccounts. We established the separate account to receive and invest net premiums under the Policy and other variable life insurance policies we issue.
specified amount	The initial specified amount is the amount shown on the Policy’s schedule page that you receive when the Policy is issued. The specified amount in force is the initial specified amount, adjusted for any increases or decreases in the Policy’s specified amount (including any increase in specified amount generated by the Inflation Fighter Rider). Other events such as a request to increase or decrease the specified amount, change in death benefit option or a cash withdrawal (if you choose Option A or if you choose Option C death benefit and the insured is attained age 71 or greater) may also affect the specified amount in force.
subaccount	A subdivision of the separate account that invests exclusively in shares of one investment portfolio of a fund.
surrender charge	If, during the first 8 Policy years (or during the 8-year period subsequent to an increase in specified amount), you fully surrender the Policy, we will deduct a surrender charge from the cash value.
termination	When the insured’s life is no longer insured under the Policy or any rider, and the Policy or any rider is no longer in force.
valuation date	Each day the New York Stock Exchange is open for trading. Western Reserve is open for business whenever the New York Stock Exchange is open.
valuation period	The period of time over which we determine the change in the value of the subaccounts. Each valuation period begins at the close of normal trading on the New York Stock Exchange (currently 4:00 p.m. Eastern time on each valuation date) and ends at the close of normal trading of the New York Stock Exchange on the next valuation date.

69

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

70

Appendix A

Surrender Charge Per Thousand of Specified Amount Layer

(Based on the gender and rate class of the insured)

Issue Age	Male/Unisex Tobacco	Male/Unisex Non-Tobacco	Male/ Female Juvenile	Female Tobacco	Female Non-Tobacco
0	N/A	N/A	21.17	N/A	N/A
1	N/A	N/A	14.69	N/A	N/A
2	N/A	N/A	14.69	N/A	N/A
3	N/A	N/A	14.26	N/A	N/A
4	N/A	N/A	13.82	N/A	N/A
5	N/A	N/A	13.82	N/A	N/A
6	N/A	N/A	13.82	N/A	N/A
7	N/A	N/A	13.82	N/A	N/A
8	N/A	N/A	13.82	N/A	N/A
9	N/A	N/A	13.82	N/A	N/A
10	N/A	N/A	13.82	N/A	N/A
11	N/A	N/A	13.82	N/A	N/A
12	N/A	N/A	13.82	N/A	N/A
13	N/A	N/A	14.26	N/A	N/A
14	N/A	N/A	14.69	N/A	N/A
15	N/A	N/A	15.12	N/A	N/A
16	N/A	N/A	15.34	N/A	N/A
17	N/A	N/A	15.98	N/A	N/A
18	16.56	15.70		16.56	15.70
19	16.78	15.91		16.78	15.91
20	16.99	16.13		16.99	16.13
21	17.78	16.49		17.35	16.49
22	18.07	16.78		17.64	16.78
23	18.43	17.14		18.00	17.14
24	18.72	17.42		18.72	17.42
25	19.51	17.78		19.08	17.78
26	20.14	18.85		19.71	18.42
27	20.74	19.47		20.32	19.05
28	21.27	20.01		21.27	19.59
29	22.27	21.02		21.85	20.60
30	22.84	21.60		22.43	21.18
31	23.94	22.30		23.12	21.89
32	24.54	23.32		24.14	22.92
33	25.60	23.99		24.80	23.59
34	26.57	24.58		25.77	24.18
35	27.19	25.61		26.40	25.21
36	27.49	25.60		26.73	25.22
37	27.78	25.97		27.06	25.25
38	28.17	26.09		26.78	25.40
39	28.44	26.14		26.80	25.15

71

Issue Age	Male/Unisex Tobacco	Male/Unisex Non-Tobacco	Female Tobacco	Female Non-Tobacco
40	28.55	26.36	26.68	25.12
41	30.63	28.13	28.76	26.88
42	32.81	30.00	30.94	28.76
43	35.20	31.77	33.02	30.10
44	37.91	33.85	35.05	31.02
45	40.35	35.67	36.18	31.97
46	42.64	37.34	37.39	32.99
47	44.93	38.79	38.65	34.09
48	47.22	40.30	39.98	35.24
49	49.82	41.91	41.39	36.45
50	52.73	43.63	42.89	37.77
51	55.33	45.47	44.46	39.14
52	58.81	47.44	46.12	40.61
53	61.98	49.53	47.89	42.19
54	66.09	51.78	49.76	43.84
55	69.26	54.18	51.73	45.62
56	72.53	56.72	53.81	47.50
57	74.10	59.46	55.98	49.50
58	74.10	62.37	58.34	51.66
59	74.10	65.49	60.91	54.00
60	74.10	68.86	63.66	56.51
61	74.10	72.46	66.64	59.24
62	74.10	74.10	69.85	62.17
63	74.10	74.10	73.33	65.34
64	74.10	74.10	74.10	68.74
65	74.10	74.10	74.10	72.38
66 and over	74.10	74.10	74.10	74.10

72

Appendix B

Monthly Per Unit Charges (Rate Per Thousand)

	WRL Xcelerator
Issue Age	Band 1	Band 2	Band 3	Issue Age	PIR+	Issue Age	OIR
0	0.16	0.13	0.12	0	0.01	0	0.03
1	0.16	0.13	0.12	1	0.01	1	0.03
2	0.16	0.13	0.12	2	0.01	2	0.03
3	0.17	0.13	0.12	3	0.01	3	0.03
4	0.17	0.14	0.12	4	0.01	4	0.03
5	0.17	0.14	0.12	5	0.01	5	0.03
6	0.17	0.14	0.12	6	0.01	6	0.03
7	0.17	0.14	0.13	7	0.01	7	0.03
8	0.17	0.14	0.13	8	0.01	8	0.03
9	0.17	0.14	0.13	9	0.01	9	0.03
10	0.17	0.14	0.13	10	0.01	10	0.03
11	0.17	0.14	0.13	11	0.01	11	0.03
12	0.17	0.14	0.13	12	0.01	12	0.03
13	0.17	0.14	0.13	13	0.01	13	0.03
14	0.17	0.14	0.13	14	0.01	14	0.03
15	0.17	0.14	0.13	15	0.01	15	0.03
16	0.17	0.14	0.13	16	0.01	16	0.03
17	0.17	0.14	0.13	17	0.01	17	0.03
18	0.17	0.14	0.13	18	0.01	18	0.03
19	0.17	0.14	0.13	19	0.01	19	0.03
20	0.17	0.14	0.13	20	0.01	20	0.03
21	0.17	0.14	0.13	21	0.01	21	0.03
22	0.17	0.14	0.13	22	0.01	22	0.03
23	0.17	0.14	0.13	23	0.01	23	0.03
24	0.18	0.15	0.13	24	0.01	24	0.03
25	0.18	0.15	0.14	25	0.01	25	0.03
26	0.18	0.15	0.14	26	0.01	26	0.03
27	0.19	0.16	0.14	27	0.01	27	0.04
28	0.19	0.16	0.15	28	0.01	28	0.04
29	0.20	0.17	0.16	29	0.01	29	0.04
30	0.20	0.17	0.16	30	0.01	30	0.04
31	0.21	0.18	0.17	31	0.01	31	0.04
32	0.22	0.19	0.18	32	0.01	32	0.04
33	0.23	0.20	0.19	33	0.01	33	0.05
34	0.24	0.21	0.20	34	0.01	34	0.05
35	0.25	0.22	0.21	35	0.01	35	0.05
36	0.26	0.23	0.22	36	0.01	36	0.05
37	0.28	0.25	0.23	37	0.01	37	0.06
38	0.29	0.26	0.25	38	0.01	38	0.06
39	0.31	0.28	0.26	39	0.02	39	0.07
40	0.32	0.29	0.28	40	0.02	40	0.07
41	0.34	0.31	0.30	41	0.02	41	0.07
42	0.36	0.33	0.32	42	0.02	42	0.08

73

	WRL Xcelerator
Issue Age	Band 1	Band 2	Band 3	Issue Age	PIR+	Issue Age	OIR
43	0.38	0.35	0.33	43	0.02	43	0.08
44	0.40	0.37	0.35	44	0.02	44	0.09
45	0.41	0.38	0.37	45	0.02	45	0.09
46	0.43	0.40	0.39	46	0.02	46	0.10
47	0.45	0.42	0.41	47	0.02	47	0.10
48	0.47	0.44	0.42	48	0.03	48	0.11
49	0.48	0.45	0.44	49	0.03	49	0.11
50	0.50	0.47	0.46	50	0.03	50	0.11
51	0.52	0.49	0.48	51	0.03	51	0.12
52	0.54	0.51	0.50	52	0.03	52	0.12
53	0.57	0.54	0.52	53	0.03	53	0.13
54	0.60	0.57	0.56	54	0.03	54	0.14
55	0.63	0.60	0.59	55	0.04	55	0.15
56	0.68	0.65	0.63	56	0.04	56	0.16
57	0.72	0.69	0.68	57	0.04	57	0.17
58	0.78	0.75	0.74	58	0.04	58	0.18
59	0.83	0.80	0.79	59	0.05	59	0.20
60	0.89	0.86	0.85	60	0.05	60	0.21
61	0.96	0.93	0.91	61	0.05	61	0.23
62	1.02	0.99	0.98	62	0.06	62	0.24
63	1.08	1.05	1.04	63	0.06	63	0.26
64	1.14	1.11	1.10	64	0.07	64	0.27
65	1.20	1.17	1.16	65	0.07	65	0.29
66	1.25	1.22	1.21	66	0.07	66	0.30
67	1.31	1.28	1.27	67	0.08	67	0.32
68	1.37	1.34	1.32	68	0.08	68	0.33
69	1.42	1.39	1.38	69	0.08	69	0.35
70	1.48	1.45	1.44	70	0.09	70	0.36
71	1.54	1.51	1.49	71	0.09	71	0.37
72	1.59	1.56	1.55	72	0.09	72	0.39
73	1.65	1.62	1.61	73	0.10	73	0.40
74	1.70	1.67	1.66	74	0.10	74	0.42
75	1.76	1.73	1.72	75	0.10	75	0.43
76	1.82	1.79	1.77	76	0.11	76	0.44
77	1.88	1.84	1.83	77	0.11	77	0.46
78	1.95	1.90	1.89	78	0.11	78	0.47
79	2.01	1.96	1.94	79	0.12	79	0.49
80	2.08	2.01	2.00	80	0.12	80	0.50
81	2.14	2.07	2.06	81	0.12	81	0.51
82	2.20	2.13	2.11	82	0.13	82	0.53
83	2.25	2.18	2.17	83	0.13	83	0.54
84	2.29	2.24	2.23	84	0.13	84	0.56
85	2.32	2.29	2.28	85	0.14	85	0.57

74

Appendix C

Inflation Fighter Rider Surrender Charge and Per Unit Charge Tables for the WRL Xcelerator

The charts below show the surrender charge and per unit charge associated with the Inflation Fighter Rider. These are based on a male, issue age 30, Preferred Elite rate class with an initial specified amount of $450,000.

[GRAPH OF CURRENT SURRENDER CHARGE WITH INFLATION FIGHTER RIDER APPEARS HERE]

Year	Age	Specified Amount	Total Surrender Charge (in Dollars)
1	30	450000	9,720
2	31	465885	8,811
3	32	482331	7,496
4	33	499357	6,822
5	34	516984	5,158
6	35	535234	4,418
7	36	554128	3,642
8	37	573688	1,865
9	38	593940	1,962
10	39	614906	2,052
11	40	636612	2,144
12	41	659084	2,204
13	42	682350	2,362
14	43	706437	2,554
15	44	731374	2,785
16	45	757191	3,043
17	46	783920	3,322
18	47	811593	3,615
19	48	840242	3,918
20	49	869903	4,234
21	50	900610	4,569
22	51	900610	3,481
23	52	900610	2,667
24	53	900610	1,862
25	54	900610	1,140
26	55	900610	651
27	56	900610	268
28	57	900610	0

The above chart shows the base Policy surrender charge and the surrender charge that applies to each scheduled annual increase. The Policy and each of the scheduled annual increases has a surrender charge that applies for 8 Policy years from the issue date or the date of the scheduled increase.

[GRAPH OF CURRENT PER UNIT CHARGE WITH INFLATION FIGHTER RIDER APPEARS HERE]

Year	Age	Specified Amount	Total Per Unit Charge (in Dollars)
1	30	450000	1,080
2	31	465885	1,120
3	32	482331	1,163
4	33	499357	1,210
5	34	516984	1,075
6	35	535234	1,123
7	36	554128	1,175
8	37	573688	1,234
9	38	593940	379
10	39	614906	415
11	40	636612	453
12	41	659084	496
13	42	682350	544
14	43	706437	597
15	44	731374	655
16	45	757191	715
17	46	783920	780
18	47	811593	849
19	48	840242	924
20	49	869903	1,001
21	50	900610	1,082
22	51	900610	981
23	52	900610	870
24	53	900610	752
25	54	900610	624
26	55	900610	485
27	56	900610	333
28	57	900610	173
29	58	900610	0

The above chart shows the current Policy per unit charge and the per unit charge that applies to each scheduled annual increase. The Policy and each of the scheduled annual increases has a per unit charge that applies for 8 Policy years from the issue date or the date of the scheduled increase. In this example, the Policy moves from band 1 to band 2 in Policy year 5, resulting in lower per unit charge rates.

75

Appendix D

Illustrations

The following illustrations show how certain values under a sample WRL Xcelerator Policy would change with different rates of fictional investment performance over an extended period of time. In particular, the illustrations show how the death benefit, cash value, and net surrender value under a Policy issued to an insured of a given age, would change over time if the premiums indicated were paid and the return on the assets in the subaccounts were a uniform gross annual rate (before any expenses) of 0%, 6% or 10%. The tables illustrate Policy value that would result based on assumptions that you pay the premiums indicated, you do not change your specified amount, and you do not take any cash withdrawals or Policy loans. The values under the Policy will be different from those shown even if the returns averaged 0%, 6% or 10%, but fluctuated over and under those averages throughout the years shown.

We based the illustration on page 77 on a Policy for an insured who is a 30 year old male in the Preferred Elite rate class, annual premium paid on the first day of each Policy year of $2,500, a $300,000 initial specified amount and death benefit Option A. The illustration on that page also assumes cost of insurance charges based on our current cost of insurance rates.

The illustration on page 78 is based on the same factors of those on page 77, except the cost of insurance charges are based on the guaranteed cost of insurance rates and expenses (based on the 1980 Commissioners Standard Ordinary Mortality Table).

The amounts we show for the death benefits, cash values and net surrender values take into account all Policy subaccount and portfolio fees assessed under the Policy and the timing of those charges. These fees are:

(1) the daily charge for assuming mortality and expense risks assessed against each subaccount. This charge is equivalent to an annual charge of 0.75% of the average net assets of the subaccounts during the first 15 Policy years (we guarantee to reduce this charge to 0.30% after the first 15 Policy years). We intend to reduce this charge to 0.00% in the 16^th Policy year but we do not guarantee that we will do so, and we reserve the right to maintain this charge at the 0.30% level after the 15^th Policy year. The following illustrations use 0.00% after the 15^th Policy year;

(2) estimated daily expenses equivalent to an effective arithmetic average annual expense level of 0.99% of the portfolios’ gross average daily net assets; and

(3) the premium expense charge (0% of all premium payments in the first Policy year and 3% of all premiums paid thereafter) and cash value charges using the current monthly Policy charge. The 0.99% gross average portfolio expense level assumes an equal allocation of amounts among the 36 subaccounts. We used annualized actual audited expenses incurred during 2003 for the portfolios to calculate the gross average annual expense level.

The hypothetical returns shown in the tables are provided only to illustrate the mechanics of a hypothetical policy and do not represent past or future investment rates of return. Tax charges that may be attributable to the separate account are not reflected because we are not currently making such charges. In order to produce after tax returns of 0%, 6% or 10% if such charges are made in the future, the separate account would have to earn a sufficient amount in excess of 0%, 6% or 10% or cover any tax charges.

We will furnish the owner, upon request, a comparable illustration reflecting the proposed insured’s age, gender, risk classification and desired Policy features.

76

WRL XCELERATOR

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 30

Specified Amount	$	300,000	Preferred Elite Class
Annual Premium	$	2,500	Option Type A

Using Current Cost of Insurance Rates

	DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of			CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -0.99% (Net)	6% (Gross) 5.01% (Net)	10% (Gross) 9.01% (Net)	0% (Gross) -0.99% (Net)	6% (Gross) 5.01% (Net)	10% (Gross) 9.01% (Net)
1	300,000	300,000	300,000	1,586	1,707	1,789
2	300,000	300,000	300,000	3,066	3,404	3,639
3	300,000	300,000	300,000	4,510	5,164	5,632
4	300,000	300,000	300,000	5,924	6,993	7,785
5	300,000	300,000	300,000	7,308	8,895	10,109
6	300,000	300,000	300,000	8,662	10,871	12,620
7	300,000	300,000	300,000	9,983	12,923	15,330
8	300,000	300,000	300,000	11,274	15,055	18,255
9	300,000	300,000	300,000	13,246	18,005	22,166
10	300,000	300,000	300,000	15,173	21,069	26,389
15	300,000	300,000	300,000	24,069	38,215	53,105
20	300,000	300,000	300,000	32,769	60,804	95,456
25	300,000	300,000	300,000	40,162	88,886	160,220
30 (Age 60)	300,000	300,000	348,405	45,838	123,836	260,004
35 (Age 65)	300,000	300,000	503,753	48,966	167,470	412,913
40 (Age 70)	300,000	300,000	749,726	48,279	222,755	646,316
45 (Age 75)	300,000	315,582	1,073,645	41,641	294,936	1,003,406
50 (Age 80)	300,000	407,624	1,629,668	25,136	388,213	1,552,064
55 (Age 85)	*	530,597	2,505,084	*	505,330	2,385,794
60 (Age 90)	*	683,642	3,826,664	*	651,088	3,644,442
65 (Age 95)	*	845,052	5,625,895	*	836,685	5,570,193
70 (Age 100)	*	1,081,883	8,589,585	*	1,081,883	8,589,585

	NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -0.99% (Net)	6% (Gross) 5.01% (Net)	10% (Gross) 9.01% (Net)	End of Policy Year	0% (Gross) -0.99% (Net)	6% (Gross) 5.01% (Net)	10% (Gross) 9.01% (Net)
1	—	—	—	20	32,769	60,804	95,456
2	—	—	—	25	40,162	88,886	160,220
3	—	628	1,096	30 (Age 60)	45,838	123,836	260,004
4	2,036	3,105	3,897	35 (Age 65)	48,966	167,470	412,913
5	4,716	6,303	7,517	40 (Age 70)	48,279	222,755	646,316
6	6,718	8,927	10,676	45 (Age 75)	41,641	294,936	1,003,406
7	8,687	11,627	14,034	50 (Age 80)	25,136	388,213	1,552,064
8	11,274	15,055	18,255	55 (Age 85)	*	505,330	2,385,794
9	13,246	18,005	22,166	60 (Age 90)	*	651,088	3,644,442
10	15,173	21,069	26,389	65 (Age 95)	*	836,685	5,570,193
15	24,069	38,215	53,105	70 (Age 100)	*	1,081,883	8,589,585

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

77

WRL XCELERATOR

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 30

Specified Amount	$	300,000	Preferred Elite Class
Annual Premium	$	2,500	Option Type A

Using Guaranteed Cost of Insurance Rates

	DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of			CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -0.99% (Net)	6% (Gross) 5.01% (Net)	10% (Gross) 9.01% (Net)	0% (Gross) -0.99% (Net)	6% (Gross) 5.01% (Net)	10% (Gross) 9.01% (Net)
1	300,000	300,000	300,000	1,429	1,543	1,620
2	300,000	300,000	300,000	2,802	3,120	3,340
3	300,000	300,000	300,000	4,112	4,725	5,163
4	300,000	300,000	300,000	4,986	5,970	6,701
5	300,000	300,000	300,000	5,791	7,216	8,312
6	300,000	300,000	300,000	6,525	8,455	9,997
7	300,000	300,000	300,000	7,181	9,683	11,756
8	300,000	300,000	300,000	7,750	10,885	13,582
9	300,000	300,000	300,000	8,226	12,054	15,475
10	300,000	300,000	300,000	8,602	13,181	17,433
15	300,000	300,000	300,000	8,691	17,739	28,021
20	300,000	300,000	300,000	6,014	20,615	41,369
25	300,000	300,000	300,000	2,043	22,853	60,800
30 (Age 60)	*	300,000	300,000	*	20,690	86,878
35 (Age 65)	*	300,000	300,000	*	8,924	122,283
40 (Age 70)	*	*	300,000	*	*	172,462
45 (Age 75)	*	*	300,000	*	*	251,295
50 (Age 80)	*	*	405,655	*	*	386,338
55 (Age 85)	*	*	612,833	*	*	583,651
60 (Age 90)	*	*	903,561	*	*	860,534
65 (Age 95)	*	*	1,285,241	*	*	1,272,516
70 (Age 100)	*	*	1,946,581	*	*	1,946,581

	NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -0.99% (Net)	6% (Gross) 5.01% (Net)	10% (Gross) 9.01% (Net)	End of Policy Year	0% (Gross) -0.99% (Net)	6% (Gross) 5.01% (Net)	10% (Gross) 9.01% (Net)
1	—	—	—	20	6,014	20,615	41,369
2	—	—	—	25	2,043	22,853	60,800
3	—	189	627	30 (Age 60)	*	20,690	86,878
4	1,098	2,082	2,813	35 (Age 65)	*	8,924	122,283
5	3,199	4,624	5,720	40 (Age 70)	*	*	172,462
6	4,581	6,511	8,053	45 (Age 75)	*	*	251,295
7	5,885	8,387	10,460	50 (Age 80)	*	*	386,338
8	7,750	10,885	13,582	55 (Age 85)	*	*	583,651
9	8,226	12,054	15,475	60 (Age 90)	*	*	860,534
10	8,602	13,181	17,433	65 (Age 95)	*	*	1,272,516
15	8,691	17,739	28,021	70 (Age 100)	*	*	1,946,581

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

78

Prospectus Back Cover

Personalized Illustrations of Policy Benefits

In order to help you understand how your Policy values could vary over time under different sets of assumptions, we will provide you, without charge and upon request, with certain personalized hypothetical illustrations showing the death benefit, cash surrender value and cash value. These hypothetical illustrations will be based on the age and insurance risk characteristics of the insured persons under your Policy and such factors as the specified amount band, death benefit option, premium payment amounts, and hypothetical rates of return (within limits) that you request. The illustrations are not a representation or guarantee of investment returns or cash value. You may request illustrations that reflect the expenses of the portfolios in which you intend to invest.

Inquiries

To learn more about the Policy, you should read the SAI dated the same date as this prospectus. The SAI has been filed with the SEC and is incorporated herein by reference. The table of contents of the SAI is included near the end of this prospectus.

For a free copy of the SAI, for other information about the Policy, and to obtain personalized illustrations, please contact your registered representative, or our office at:

Western Reserve Life

P.O. Box 5068

Clearwater, Florida 33758-5068

1-800-851-9777

Facsimile: 1-727-299-1648

(Monday - Friday from 8:30 a.m. - 7:00 p.m. Eastern time)

www.westernreserve.com

More information about the Registrant (including the SAI) may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the operation of the Public Reference Room, please contact the SEC at 202-942-8090. You may also obtain copies of reports and other information about the Registrant on the SEC’s website at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC at 450 Fifth Street, NW, Washington, D.C. 20549-0102. The Registrant’s file numbers are listed below.

SEC File No. 333-107705/811-4420

AG09700-05/2004

79

PART B

INFORMATION REQUIRED IN A

STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2004

WRL XCELERATOR^SM

issued through

WRL Series Life Account

by

Western Reserve Life Assurance Co. of Ohio

570 Carillon Parkway

St. Petersburg, Florida 33716

1-800-851-9777

(727) 299-1800

This Statement of Additional Information (“SAI”) expands upon subjects discussed in the current prospectus for the WRL Xcelerator^SM flexible premium variable life insurance policy offered by Western Reserve Life Assurance Co. of Ohio. You may obtain a copy of the prospectus dated May 1, 2004, by calling 1-800-851-9777 (Monday – Friday from 8:30 a.m. – 7:00 p.m. Eastern time), or by writing to the administrative office at, Western Reserve Life, P.O. Box 5068, Clearwater, Florida 33758-5068. The prospectus sets forth information that a prospective investor should know before investing in a Policy. Terms used in this SAI have the same meanings as in the prospectus for the Policy.

This SAI is not a prospectus and should be read only in conjunction with the prospectuses for the Policy and the AEGON/Transamerica Series Fund, Inc.) – Initial Class, Access Variable Insurance Trust and Fidelity Variable Insurance Products Fund – Service Class 2 Shares.

Table of Contents

Glossary	1
The Policy – General Provisions	5
Ownership Rights	5
Our Right to Contest the Policy	6
Suicide Exclusion	6
Misstatement of Age or Gender	6
Modifying the Policy	6
Mixed and Shared Funding	7
Death Benefit	7
Additional Information	7
Settlement Options	7
Additional Information about Western Reserve and the Separate Account	8
Legal Matters	9
Variations in Policy Provisions	9
Personalized Illustrations of Policy Benefits	9
Sale of the Policies	9
Reports to Owners	10
Records	11
Independent Auditors	11
Experts	11
Financial Statements	11
Underwriters	11
Underwriting Standards	11
IMSA	12
Performance Data	12
Other Performance Data in Advertising Sales Literature	12
Western Reserve’s Published Ratings	12
Index to Financial Statements	13
WRL Series Life Account	13
Western Reserve Life Assurance Co. of Ohio	13

i

Glossary

accounts	The options to which you can allocate your money. The accounts include the fixed account and the subaccounts in the separate account.
attained age	The issue age of the person insured, plus the number of completed years since the Policy date (for the initial specified amount) or the date of each increase in specified amount.
beneficiary(ies)	The person or persons you select to receive the death benefit proceeds from this Policy. You name the primary beneficiary and contingent beneficiaries.
cash value	At the end of any valuation period, the sum of your Policy’s value in the subaccounts and the fixed account. If there is a Policy loan outstanding, the cash value includes any amounts held in our fixed account to secure the Policy loan.
death benefit proceeds	The amount we will pay to the beneficiary(ies) on the insured’s death. We will reduce the death benefit proceeds by the amount of any outstanding loan amount, including any accrued loan interest, and any due and unpaid monthly deductions.
decrease charge	Surrender charge that may be imposed upon a decrease in specified amount during the first 8 Policy years (or during the 8 years subsequent to an increase in specified amount).
fixed account	An allocation option other than the separate account to which you may allocate net premiums and cash value. We guarantee that any amounts you allocate to the fixed account will earn interest at a declared rate. The fixed account is part of our general account.
free-look period	The period during which you may return the Policy and receive a refund as described in the prospectus. The length of the free-look period varies by state. The free-look period is listed in the Policy.
funds	Investment companies which are registered with the U.S. Securities and Exchange Commission. The Policy allows you to invest in the portfolios of the funds through our subaccounts.
in force	While coverage under the Policy is active and the insured’s life remains insured.
initial premium	The amount you must pay before insurance coverage begins under this Policy. The initial premium is shown on the schedule pages of your Policy.
insured	The person whose life is insured by this Policy.
issue age	The insured’s age on his or her birthday on or prior to the Policy date. When you increase the Policy’s specified amount of insurance coverage, the issue age for the new layer of specified amount coverage is the insured’s age on his or her birthday on or prior to the date that the increase in specified amount takes effect. This age may be different from the attained age on other layers of specified amount coverage.
lapse	When life insurance coverage ends and the Policy terminates because you do not have enough cash value in the Policy to pay the monthly deduction, the surrender charge and any outstanding loan amount, including accrued loan interest, and you have not made a sufficient payment by the end of a grace period.

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loan reserve account	A part of the fixed account to which amounts are transferred as collateral for Policy loans.
minimum monthly guarantee premium	The amount shown on your Policy schedule pages that we use during the no lapse period to determine whether a grace period will begin. We will adjust the minimum monthly guarantee premium if you change death benefit options, increase or decrease the specified amount (including increases generated by the Inflation Fighter Rider), or add, increase or decrease a rider, and you may need to pay additional premiums in order to keep the no lapse guarantee in place. A grace period will begin whenever your net surrender value is not enough to meet monthly deductions and the no lapse guarantee is no longer in effect.
Monthiversary	This is the day of each month when we determine Policy charges and deduct them from cash value. It is the same date each month as the Policy date. If there is no valuation date in the calendar month that coincides with the Policy date, the Monthiversary is the next valuation date.
monthly deduction	The monthly Policy charge, plus the monthly cost of insurance, plus the monthly per unit charge, plus the monthly charge for any riders added to your Policy, plus, if any, the decrease charge incurred as a result of a decrease in your specified amount, all of which are deducted from the Policy’s cash value on each Monthiversary.
net premium	The part of your premium that we allocate to the fixed account or the subaccounts. The net premium is equal to the premium you paid minus the premium expense charge.
net surrender value	The amount we will pay you if you surrender the Policy while it is in force. The net surrender value on the date you surrender is equal to: the cash value minus any surrender charge, and minus any outstanding loan amount and accrued loan interest.
no lapse date (WRL Xcelerator)	For a Policy issued to any insured ages 0-55, the no lapse date is the same date as the Policy’s 10th anniversary. For a Policy issued to an insured ages 56-59, the no lapse date is the Policy anniversary at the insured’s attained age 65. For a Policy issued to an insured ages 60-85, the no lapse date is the fifth Policy anniversary. The no lapse date is specified in your Policy.
no lapse date (WRL Xcelerator Focus)	For a Policy issued to any insured ages 0-55, the no lapse date is the same date as the Policy’s 8th anniversary. For a Policy issued to an insured ages 56-60, the no lapse date is the Policy anniversary at the insured’s attained age 64. For a Policy issued to an insured ages 61-85, the no lapse date is the fourth Policy anniversary. The no lapse date is specified in your Policy.
no lapse period	The period of time between the Policy date and the no lapse date during which the Policy will not lapse if certain conditions are met.
office	Our administrative office and mailing address is P.O. Box 5068, Clearwater, Florida 33758-5068. Our street address is 570 Carillon Parkway, St. Petersburg, Florida 33716. Our phone number is 1-800-851-9777. Our hours are Monday - Friday from 8:30 a.m. - 7:00 p.m. Eastern time.
planned periodic premium	A premium payment you make in a level amount at a fixed interval over a specified period of time.
Policy	The WRL Xcelerator or WRL Xcelerator Focus variable life insurance policy without any supplemental riders (benefits).

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Policy date	The date when our underwriting process is complete, full life insurance coverage goes into effect, the initial premium payment has been received, and we begin to take the monthly deductions. The Policy date is shown on the schedule pages of your Policy. If you request, we may backdate a Policy by assigning a Policy date earlier than the date the Policy is issued. We measure Policy months, years, and anniversaries from the Policy date.
portfolio	One of the separate investment portfolios of a fund.
premiums	All payments you make under the Policy other than loan repayments.
reallocation account	That portion of the fixed account where we hold the net premium(s) from the record date until the reallocation date.
reallocation date	The date we reallocate all cash value held in the reallocation account to the fixed account and subaccounts you selected on your application. We place your net premium in the reallocation account only if your state requires us to return the full premium in the event you exercise your free-look right. In those states the reallocation date is the Policy date, plus the number of days in your state’s free-look period, plus five days. In all other states, the reallocation date is the Policy date.
record date	The date we record your Policy on our books as an in force Policy. The record date is generally the Policy date, unless the Policy is backdated.
separate account	The WRL Series Life Account. It is a separate investment account that is divided into subaccounts. We established the separate account to receive and invest net premiums under the Policy and other variable life insurance policies we issue.
specified amount	The initial specified amount is the amount shown on the Policy’s schedule pages that you receive when the Policy is issued. The specified amount in force is the initial specified amount, adjusted for any increases or decreases in the Policy’s specified amount (including any increase in specified amount generated by the Inflation Fighter Rider). Other events such as a request to increase or decrease the specified amount, change in death benefit option or a cash withdrawal (if you choose Option A or if you choose Option C death benefit and the insured is attained age 71 or greater) may also affect the specified amount in force.
subaccount	A subdivision of the separate account that invests exclusively in shares of one investment portfolio of a fund.
surrender charge	If, during the first 8 Policy years (or during the 8-year period subsequent to an increase in specified amount), you fully surrender the Policy, we will deduct a surrender charge from the cash value.
termination	When the insured’s life is no longer insured under the Policy or any rider, and the Policy or any rider is no longer in force.
valuation date	Each day the New York Stock Exchange is open for trading. Western Reserve is open for business whenever the New York Stock Exchange is open.

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valuation period	The period of time over which we determine the change in the value of the subaccounts. Each valuation period begins at the close of normal trading on the New York Stock Exchange (currently 4:00 p.m. Eastern time on each valuation date) and ends at the close of normal trading of the New York Stock Exchange on the next valuation date.
we, us, our (Western Reserve)	Western Reserve Life Assurance Co. of Ohio.
written notice	The written notice you must sign and send us to request or exercise your rights as owner under the Policy. To be complete, it must: (1) be in a form we accept, (2) contain the information and documentation that we determine we need to take the action you request, and (3) be received at our office.
you, your (owner or policyowner)	The person entitled to exercise all rights as owner under the Policy.

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In order to supplement the description in the prospectus, the following provides additional information about Western Reserve and the Policy, which may be of interest to a prospective purchaser.

The Policy – General Provisions

Ownership Rights

The Policy belongs to the owner named in the application. The owner may exercise all of the rights and options described in the Policy. The owner is the insured unless the application specifies a different person as the insured. If the owner dies before the insured and no contingent owner is named, then ownership of the Policy will pass to the owner’s estate. The owner may exercise certain rights described below.

Changing the Owner	•      Change the owner by providing written notice to us at our office at any time while the insured is alive and the Policy is in force.
	•      Change is effective as of the date that the written notice is accepted by us at our office.
	•      Changing the owner does not automatically change the beneficiary.
	•      Changing the owner may have tax consequences. You should consult a tax advisor before changing the owner.
	•      We are not liable for payments we made before we received the written notice at our office.
Choosing the Beneficiary	•      The owner designates the beneficiary (the person to receive the death benefit when the insured dies) in the application.
	•      If the owner designates more than one beneficiary, then each beneficiary shares equally in any death benefit proceeds unless the beneficiary designation states otherwise.
	•      If the beneficiary dies before the insured, then any contingent beneficiary becomes the beneficiary.
	•      If both the beneficiary and contingent beneficiary die before the insured, then the death benefit will be paid to the owner or the owner’s estate upon the insured’s death.
Changing the Beneficiary	•      The owner changes the beneficiary by providing written notice to us at our office.
	•      Change is effective as of the date the owner signs the written notice.
	•      We are not liable for any payments we made before we received the written notice at our office.
Assigning the Policy	•      The owner may assign Policy rights while the insured is alive.
	•      The owner retains any ownership rights that are not assigned.
	•      Assignee may not change the owner or the beneficiary, and may not elect or change an optional method of payment. Any amount payable to the assignee will be paid in a lump sum.
	•      Claims under any assignment are subject to proof of interest and the extent of the assignment.
	•      We are not:
	•      bound by any assignment unless we receive a written notice of the assignment at our office;
	•      responsible for the validity of any assignment;
	•      liable for any payment we made before we received written notice of the assignment at our office; or

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	•      bound by any assignment which results in adverse tax consequences to the owner, insured(s) or beneficiary(ies).
	•      Assigning the Policy may have tax consequences. You should consult a tax advisor before assigning the Policy.
Selecting the tax test	•      The owner may elect either the guideline premium test or the cash value accumulation test. Your election may affect the amount of the death benefit payable under your Policy, the amount of premiums you may pay, and the amount of your monthly deduction.

Our Right to Contest the Policy

In issuing this Policy, we rely on all statements made by or for the insured in the application or in a supplemental application. Therefore, if you make any material misrepresentation of a fact in the application (or any supplemental application), then we may contest the Policy’s validity or may resist a claim under the Policy.

A new two year contestability period shall apply to each increase in specified amount that requires evidence of insurability (excluding automatic increases generated by the Inflation Fighter Rider), beginning on the effective date of each increase and will apply only to statements made in the application for the increase.

In the absence of fraud, we cannot bring any legal action to contest the validity of the Policy after the Policy, or requested increase that requires evidence of insurability, has been in force during the insured’s lifetime for two years from the Policy date, or if reinstated, for two years from the date of reinstatement.

Suicide Exclusion

If the insured commits suicide, while sane or insane, within two years of the Policy date (or two years from the reinstatement date, if the Policy lapses and is reinstated), the Policy will terminate and our liability is limited to an amount equal to the premiums paid, less any outstanding loan amount, and less any cash withdrawals. We will pay this amount to the beneficiary in one sum.

If the insured commits suicide, while sane or insane, within two years from the effective date of any increase in specified amount that requires evidence of insurability, our liability with respect to such increase will be its cost of insurance charges and any per unit charges.

Misstatement of Age or Gender

If the age or gender of the insured was stated incorrectly in the application or any supplemental application, then the death benefit will be adjusted based on what the cost of insurance charge and per unit charge for the most recent monthly deduction would have purchased based on the insured’s correct age and gender.

Modifying the Policy

Only our President or Secretary may modify this Policy or waive any of our rights or requirements under this Policy. Any modification or waiver must be in writing. No registered representative may bind us by making any promise not contained in this Policy.

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

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Mixed and Shared Funding

In addition to the separate account, shares of the portfolios are also sold to other separate accounts that we (or our affiliates) establish to support variable annuity contracts and variable life insurance policies. It is possible that, in the future, it may become disadvantageous for variable life insurance separate accounts and variable annuity separate accounts to invest in the portfolios simultaneously. Neither the funds nor we currently foresee any such disadvantages, either to variable life insurance policyowners or to variable annuity contract owners. However, the funds’ Board of Directors/Trustees will monitor events in order to identify any material conflicts between the interests of such variable life insurance policyowners and variable annuity contract owners, and will determine what action, if any, it should take. Such action could include the sale of portfolio shares by one or more of the separate accounts, which could have adverse consequences. Material conflicts could result from, for example, (1) changes in state insurance laws, (2) changes in federal income tax laws, or (3) differences in voting instructions between those given by variable life insurance policyowners and those given by variable annuity contract owners.

If a fund’s Board of Directors/Trustees were to conclude that separate funds should be established for variable life insurance and variable annuity separate accounts, Western Reserve will bear the attendant expenses, but variable life insurance policyowners and variable annuity contract owners would no longer have the economies of scale resulting from a larger combined fund.

Death Benefit

To qualify as “life insurance” under the federal tax laws, this Policy must provide a minimum death benefit. The minimum death benefit will be determined as of the date of death of the insured. Under current federal tax law, either the “guideline premium” test or the “cash value accumulation” test may be used to determine whether the Policy qualifies as “life insurance” under the Internal Revenue Code.

The “guideline premium” tax test limits the dollar amount of payments you may make under a Policy. There are no such legal limits on the amount of premium payments under the “cash value accumulation” tax test, although we may apply our own limits. The factors used to determine the minimum death benefit applicable to a given cash value are different under the two tests.

You must elect one of the tax tests at the time of application for the Policy. You may not change tests. You should consult a qualified tax advisor in choosing between the “guideline premium” and the “cash value accumulation” tests and in choosing a death benefit option.

The minimum death benefit is computed by multiplying the cash value as of the date of the insured’s death by a limitation percentage for the insured’s age. Under the cash value accumulation test the cash value in this calculation is reduced by any applicable net single premium for riders that are qualified additional benefits before multiplying by the limitation percentage. The minimum death benefit factors will be adjusted to conform to any changes in federal tax laws.

Additional Information

Settlement Options

If you surrender the Policy, you may elect to receive the net surrender value in either a lump sum or as a series of regular income payments under one of the three settlement options described below. In either event, life insurance coverage ends. Also, when the insured dies, the beneficiary may apply the lump sum death benefit proceeds to one of the same settlement options. If the regular payment under a settlement option would be less than $100, we will instead pay the proceeds in one lump sum. We may make other settlement options available in the future.

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

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

• the amount of the surrender on the surrender date or death benefit proceeds on the insured’s date of death;

• the interest rate we credit on those amounts (we guarantee a minimum annual interest rate of 2.0%);

• the mortality tables we use; and

• the specific payment option(s) you choose.

Option 1—Equal Monthly Installments for a Fixed Period	•      We will pay the proceeds, plus interest, in equal monthly installments for a fixed period of your choice, but not longer than 240 months.
	•      We will stop making payments once we have made all the payments for the period selected.
Option 2—Equal Monthly Installments for Life (Life Income)	At your or the beneficiary’s direction, we will make equal monthly installments:
	•      only for the life of the payee, at the end of which payments will end; or
	•      for the longer of the payee’s life, or for 10 years if the payee dies before the end of the first 10 years of payments; or
	•      for the longer of the payee’s life, or until the total amount of all payments we have made equals the proceeds that were applied to the settlement option.
Option 3—Equal Monthly Installments for the Life of the Payee and then to a Designated Survivor (Joint and Survivor)	•      We will make equal monthly payments during the joint lifetime of two persons, first to a chosen payee, and then to a co-payee, if living, upon the death of the payee.
	•      Payments to the co-payee, if living, upon the payee’s death will equal either:
	•      the full amount paid to the payee before the payee’s death; or
	•      two-thirds of the amount paid to the payee before the payee’s death.
	•      All payments will cease upon the death of the co-payee.

Additional Information about Western Reserve and the Separate Account

Western Reserve is a stock life insurance company that is wholly-owned by First AUSA Life Insurance Company, which, in turn, is wholly-owned indirectly by AEGON USA, Inc., which conducts most of its operations through subsidiary companies engaged in the insurance business or in providing non-insurance financial services. Western Reserve’s office is located at 570 Carillon Parkway, St. Petersburg, Florida 33716-1202 and the mailing address is P.O. Box 5068, Clearwater, Florida 33758-5068.

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

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

Western Reserve holds the assets of the separate account physically segregated and apart from the general account. Western Reserve maintains records of all purchases and sales of portfolio shares by each of the subaccounts. A blanket bond was issued to AEGON USA, Inc. (“AEGON USA”) in the aggregate amount of $12 million, covering all of the employees of AEGON USA and its affiliates, including Western Reserve. A Stockbrokers Blanket Bond, issued to AEGON U.S.A. Securities, Inc. providing fidelity coverage, covers the activities of registered representatives of AFSG to a limit of $10 million.

Legal Matters

Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters relating to the federal securities laws. All matters of Ohio law pertaining to the Policy have been passed upon by Thomas E. Pierpan, Vice President, Senior Counsel and Assistant Secretary of Western Reserve.

Variations in Policy Provisions

Certain provisions of the Policy may vary from the descriptions in the prospectus, depending on when and where the Policy was issued, in order to comply with different state laws. These variations may include restrictions on use of the fixed account and different interest rates charged and credited on Policy loans. Please refer to your Policy, since any variations will be included in your Policy or in riders or endorsements attached to your Policy.

Personalized Illustrations of Policy Benefits

In order to help you understand how your Policy values would vary over time under different sets of assumptions, we will provide you with certain personalized illustrations upon request. These will be based on the age and insurance risk characteristics of the insured persons under your Policy and such factors as the specified amount, death benefit option, premium payment amounts, and rates of return (within limits) that you request.

The illustrations are not a representation or guarantee of investment returns or cash value. You may request illustrations that reflect the expenses of the portfolios in which you intend to invest.

Sale of the Policies

The Policy will be sold by individuals who are licensed as our life insurance agents and who are also registered representatives of broker-dealers having written sales agreements for the Policy with Western Reserve and AFSG Securities Corporation (“AFSG”), the principal underwriter of the Policy. Both AFSG and Western Reserve are indirect subsidiaries of AEGON U.S. Corporation. AFSG is located at 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499. AFSG is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer, and is a member of the National Association of Securities Dealers, Inc. (“NASD”). AFSG was organized on March 12, 1986 under the laws of the State of Pennsylvania. The Principal Underwriting Agreement between AFSG

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and Western Reserve on behalf of its separate account went into effect May 1, 1999. More information about AFSG is available at http://www.nasdr.com or by calling 1-800-289-9999. The sales commissions payable to broker-dealers having written sales agreements for the Policy with Western Reserve may vary with the sales agreement, but are generally not expected to be greater than:

• 85% of all premiums you make during the first Policy year, plus

• 2.5% of all premiums you make during Policy years 2 – 10.

We will pay an additional trail commission of up to 0.20% of the Policy’s subaccount value (excluding the fixed account) on the fifth Policy anniversary and each anniversary thereafter where the cash value (minus amounts attributable to loans) equals at least $5,000. Sales commissions may also be payable on premiums paid as a result of an increase in specified amount. In addition, certain production, persistency and managerial bonuses may be paid.

To the extent permitted by NASD rules, promotional incentives or payments may also be provided to broker-dealers based on sales volumes, the assumption of wholesaling functions or other sales-related criteria. Payments may also be made for other services that do not directly involve the sale of the Policies. These services may include the recruitment and training of personnel, production of promotional literatures, and similar services.

We intend to recoup commissions and other sales expenses through a portion of all the charges under the Policy. Commissions paid on sales of the Policies, including other sales incentives, are not directly charged to policyowners or the separate account.

We offer the Policies to the public on a continuous basis. We anticipate continuing to offer the Policies, but reserve the right to discontinue the offering.

AFSG Securities Corporation, the principal underwriter for the Policy, will receive the 12b-1 fees assessed against the Fidelity VIP Funds and AVIT portfolio shares held for the Policies as compensation for providing certain shareholder support services. AFSG will also receive an additional fee based on the value of shares of the Fidelity VIP Funds and AVIT portfolios held for the Policies as compensation for providing certain recordkeeping services.

During fiscal years 2003, 2002 and 2001, AFSG received $            , $82,236,981 and $104,819,449, respectively, as sales compensation with respect to all Policies issued through the separate account. No amounts were retained by AFSG.

Reports to Owners

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

• the current cash value

• the current net surrender value

• the current death benefit

• outstanding loans

• any activity since the last report

• projected values

• investment experience of each subaccount

• any other information required by law

You may request additional copies of reports, but we may charge a fee for such additional copies. In addition, we will send written confirmations of any premium payments and other financial transactions you request including: changes in specified amount, changes in death benefit option, transfers, partial withdrawals, increases in loan amount, loan interest payments, loan repayments, lapses and reinstatements. We also will send copies of the annual and semi-annual report to shareholders for each portfolio in which you are indirectly invested.

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Records

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

Independent Auditors

The accounting firm of Ernst & Young LLP, independent auditors, provided audit services to the separate account and Western Reserve for the year ended December 31, 2003. The principal business address of Ernst & Young LLP is 801 Grand Avenue, Suite 3400, Des Moines, Iowa 50309-2764.

Experts

Actuarial matters included in this SAI have been examined by Lorne Schinbein, Vice President and Managing Actuary of Western Reserve, located at 570 Carillon Parkway, St. Petersburg, Florida 33716, as stated in the opinion filed as an exhibit to the registration statement.

Financial Statements

Western Reserve’s financial statements and schedules appear on the following pages. These financial statements and schedules should be distinguished from the separate account’s financial statements and you should consider these financial statements and schedules only as bearing upon Western Reserve’s ability to meet our obligations under the Policies. You should not consider our financial statements and schedules as bearing upon the investment performance of the assets held in the separate account.

Western Reserve’s financial statements and schedules at December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003, have been prepared on the basis of statutory accounting principles rather than accounting principles generally accepted in the United States.

Underwriters

Underwriting Standards

This Policy uses mortality tables that distinguish between men and women. As a result, the Policy pays different benefits to men and women of the same age. Montana prohibits our use of actuarial tables that distinguish between males and females to determine premiums and policy benefits for policies issued on the lives of its residents. Therefore, we will base the premiums and benefits in Policies that we issue in Montana, to insure residents of that state, on actuarial tables that do not differentiate on the basis of gender.

Your cost of insurance charge will vary by the insured’s gender, issue age on the Policy date, issue age at the time of any increase in specified amount, rate band, length of time from the Policy date or from the date of any increase in specified amount, and rate class. We currently place insureds into the following rate classes:

• preferred elite;

• preferred plus;

• preferred;

• non-tobacco;

• preferred tobacco;

• tobacco; and

• juvenile – under 18.

We also place insureds in various sub-standard rate classes, which involve a higher mortality risk and higher charges. We generally charge higher rates for insureds who use tobacco.

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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, long-term care insurance and annuity products. Through its Principles and Code of Ethical Market Conduct, IMSA encourages its member companies to develop and implement policies and procedures to promote sound market practices. 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. You may find more information about IMSA and its ethical standards at www.imsaethics.org in the “Consumer” section or by contacting IMSA at 240-497-2900.

Performance Data

Other Performance Data in Advertising Sales Literature

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

• other variable life issuers in general;

• variable life insurance policies which invest in mutual funds with similar investment objectives and policies, as reported by Lipper Analytical Services, Inc. (“Lipper”) and Morningstar, Inc. (“Morningstar”); and other services, companies, individuals, or industry or financial publications (e.g., Forbes, Money, The Wall Street Journal, Business Week, Barron’s, Kiplinger’s Personal Finance, and Fortune);

• Lipper and Morningstar rank variable annuity contracts and variable life policies. Their performance analysis ranks such policies and contracts on the basis of total return, and assumes reinvestment of distributions; but it does not show sales charges, redemption fees or certain expense deductions at the separate account level.

• the Standard & Poor’s Index of 500 Common Stocks, or other widely recognized indices;

• unmanaged indices may assume the reinvestment of dividends, but usually do not reflect deductions for the expenses of operating or managing an investment portfolio; or

• other types of investments, such as:

• certificates of deposit;

• savings accounts and U.S. Treasuries;

• certain interest rate and inflation indices (e.g., the Consumer Price Index); or

• indices measuring the performance of a defined group of securities recognized by investors as representing a particular segment of the securities markets (e.g., Donoghue Money Market Institutional Average, Lehman Brothers Corporate Bond Index, or Lehman Brothers Government Bond Index).

Western Reserve’s Published Ratings

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

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Index to Financial Statements

WRL Series Life Account:

Report of Independent Auditors, dated January 31, 2004

Statements of Assets and Liabilities at December 31, 2003

Statements of Operations for the year ended December 31, 2003

Statements of Changes in Net Assets for the years ended December 31, 2003 and 2002

Notes to the Financial Statements

Western Reserve Life Assurance Co. of Ohio

Report of Independent Auditors, dated February 14, 2004

Balance Sheets Statutory-Basis at December 31, 2003 and 2002

Statements of Operations Statutory-Basis for the years ended December 31, 2003, 2002 and 2001

Statements of Changes in Capital and Surplus Statutory-Basis for the years ended December 31, 2003, 2002 and 2001

Statements of Cash Flow Statutory-Basis for the years ended December 31, 2003, 2002 and 2001

Notes to Financial Statements—Statutory-Basis

Statutory-Basis Financial Statement Schedules

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PART C - OTHER INFORMATION

Item 27. Exhibits

(a) Resolution of the Board of Directors of Western Reserve establishing the separate account (1)

(b) Not Applicable

(c) Distribution of Policies

(i) Master Service and Distribution Compliance Agreement (2)

(ii) Amendment to Master Service and Distribution Compliance Agreement (3)

(iii) Form of Broker/Dealer Supervisory and Service Agreement (3)

(iv) Principal Underwriting Agreement (3)

(v) First Amendment to Principal Underwriting Agreement (3)

(vi) Second Amendment to Principal Underwriting Agreement (15)

(d) (i)       (a)    Specimen Flexible Premium Variable Life Insurance Policy (VL07) (10)

           (b)    Specimen Flexible Premium Variable Life Insurance Policy (VL09)

(ii) Inflation Fighter Rider (10)

(iii) Primary Insured Rider Plus (10)

(iv) Disability Waiver of Premium Rider (10)

(v) Disability Waiver of Monthly Deductions Rider (10)

(vi) Other Insured Rider (10)

(vii) Accidental Death Benefit Rider (10)

(viii) Living Benefit Rider (an Accelerated Death Benefit) (8)

(ix) Childrens Insurance Rider (9)

(e) Application for Flexible Premium Variable Life Insurance Policy (15)

(f) Depositor’s Certification of Incorporation and By-Laws

(i) Second Amended Articles of Incorporation of Western Reserve (2)

(ii) Certificate of First Amendment to the Second Amended Articles of Incorporation of Western Reserve (4)

(iii) Amended Code of Regulations (By-Laws) of Western Reserve (1)

(g) Reinsurance Agreements

(i) Reinsurance Treaty dated September 30, 2000 and Amendments Thereto (6)

(ii) Reinsurance Treaty dated July 1, 2002 and Amendments Thereto (6)

(iii) Reinsurance Treaty dated September 1, 2003

(h) (i)         Participation Agreement Between Access Variable Insurance Trust and Western Reserve dated May 1, 2003 (7)

(ii) Amendment No. 1 to Participation Agreement Between Access Variable Insurance Trust and Western Reserve dated September 1, 2003 (15)

(iii) Amendment No. 2 to Participation Agreement Between Access Variable Insurance Trust and Western Reserve dated December 1, 2003 (16)

(iv) Participation Agreement Among Variable Insurance Products Fund, Fidelity Distributors Corporation and Western Reserve dated June 14, 1999 (11)

(v) Amendment No. 1 dated March 15, 2000 to Participation Agreement – Variable Insurance Products Fund (12)

(vi) Second Amendment dated April 12, 2001 to Participation Agreement – Variable Insurance Products Fund (13)

(vii) Third Amendment to Participation Agreement Among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Western Reserve dated September 1, 2003 (15)

(viii) Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated February 21, 2001 and Amendments thereto (14)

(ix) Amendment No. 21 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated September 1, 2003 (15)

(x) Amendment No. 22 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated December 1, 2003 (16)

(i) Not Applicable

(j) Not Applicable

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(k) Opinion and Consent of Thomas E. Pierpan, Esq. as to Legality of Securities Being Registered (17)

(l) Opinion and Consent of Lorne Schinbein as to Actuarial Matters Pertaining to the Securities Being Registered (17)

(m) Sample Hypothetical Illustration (15)

(n) Other Opinions:

(i) Written Consent of Sutherland Asbill & Brennan LLP (17)

(ii) Written Consent of Ernst & Young LLP (17)

(o) Not Applicable

(p) Not Applicable

(q) Memorandum describing issuance, transfer and redemption procedures

(r) (i)         Powers of Attorney (5)

(ii) Ron Wagley

(1) This exhibit was previously filed on Post-Effective Amendment No. 16 to Form S-6 Registration Statement dated April 21, 1998 (File No. 33-31140) and is incorporated herein by reference.

(2) This exhibit was previously filed on Post-Effective Amendment No. 11 to Form N-4 Registration Statement dated April 20, 1998 (File No. 33-49556) and is incorporated herein by reference.

(3) This exhibit was previously filed on Post-Effective Amendment No. 4 to Form S-6 Registration Statement dated April 21, 1999 (File No. 333-23359) and is incorporated herein by reference.

(4) This exhibit was previously filed on Post-Effective Amendment No. 5 to Form S-6 Registration Statement dated April 19, 2000 (File No. 333-23359) and is incorporated herein by reference.

(5) This exhibit was previously filed on the Initial Registration Statement to Form N-6 Registration Statement dated November 4, 2002 (File No. 333-100993) and is incorporated herein by reference.

(6) This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-6 Registration Statement dated January 31, 2003 (File No. 333-100993) and is incorporated herein by reference.

(7) This exhibit was previously filed on Post-Effective Amendment No. 1 to Form N-6 Registration Statement dated April 22, 2003 (File No. 333-100993) and is incorporated herein by reference.

(8) This exhibit was previously filed on the Initial Registration Statement to Form S-6 dated April 5, 2001 (File No. 333-58322) and is incorporated herein by reference.

(9) This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form S-6 Registration Statement dated April 21, 1999 (File No. 333-62397) and is incorporated herein by reference.

(10) This exhibit was previously filed on the Initial Registration Statement to Form N-6 Registration Statement dated August 6, 2003 (File No. 333-107705) and is incorporated herein by reference.

(11) This exhibit was previously filed on the Initial Registration Statement to Form S-6 Registration Statement dated September 23, 1999 (File No. 333-57681) and is incorporated herein by reference.

(12) This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-4 Registration Statement dated April 10, 2000 (File No. 333-93169) and is incorporated herein by reference.

(13) This exhibit was previously filed on Post-Effective Amendment No. 16 to Form S-6 Registration Statement dated April 16, 2001 (File No. 33-69138) and is incorporated herein by reference.

(14) This exhibit was previously filed on the Initial Registration Statement to Form N-4 Registration Statement dated September 5, 2003 (File No. 333-108525) and is incorporated herein by reference.

(15) This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-6 Registration Statement dated October 9, 2003 (File No. 333-107705) and is incorporated herein by reference.

(16) This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-6 Registration Statement dated January 14, 2004 (File No. 333-110315) and is incorporated herein by reference.

(17) To be filed by amendment.

Item 28. Directors and Officers of the Depositor

Name	Principal Business Address	Position and Offices with Depositor
Ron Wagley	(1)	Chairman of the Board
Jerome C. Vahl	(2)	Director and President
Brenda K. Clancy	(2)	Director and Vice President
Paul Reaburn	(2)	Director and Vice President

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Kevin Bachmann	(3)	Director and Executive Vice President
Alan M. Yaeger	(3)	Executive Vice President, Actuary and Chief Financial Officer
William H. Geiger	(3)	Senior Vice President, Corporate Counsel and Group Vice President – Compliance and Secretary
Allan J. Hamilton	(3)	Vice President, Treasurer and Controller

(1) 1150 South Olive, Los Angeles, CA 90015

(2) 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001

(3) 570 Carillon Parkway, St. Petersburg, Florida 33716

Item 29. Persons Controlled by or Under Common Control with the Depositor or Registrant

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
AEGON N.V.	Netherlands	32.47% of Vereniging AEGON Netherlands Membership Association	Holding Company
AEGON Nederland N.V.	Netherlands	100% AEGON N.V.	Holding Company
AEGON Nevak Holding B.V.	Netherlands	100% AEGON N.V.	Holding Company
AEGON Derivatives B.V.	Netherlands	100% AEGON N.V.	Holding Company
AEGON International N.V.	Netherlands	100% AEGON N.V.	Holding Company
The AEGON Trust Voting Trust Trustees: Donald J. Shepard Joseph B.M. Streppel Dennis Hersch	Delaware		Voting Trust
AEGON U.S. Holding Corporation	Delaware	225 shares of Series A Preferred Stock owned by Scottish Equitable Finance Limited	Holding company
AEGON DMS Holding B.V.	Netherlands	100% AEGON International N.V.	Holding company
JCPenney Financial & Marketing Services Group Ltd	Korea	100% AEGON DMS Holding B.V.	Marketing
JCPenney Direct Marketing Services Japan K.K.	Japan	100% AEGON DMS Holding B.V.	Marketing
Canadian Premier Holdings Ltd	Canada	100% AEGON DMS Holding B.V.	Holding company
Canadian Premier Life Insurance Company	Canada	100% Canadian Premier Holdings Ltd	Holding company
Legacy General Insurance Company	Canada	100% Canadian Premier Holdings Ltd.	Insurance

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Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Cornerstone International Holdings Ltd	United Kingdom	100% AEGON DMS Holding B.V.	Holding company
Cornerstone International Marketing Ltd	United Kingdom	100% Cornerstone International Holding Ltd.	Marketing company
Stonebridge International Insurance Ltd	United Kingdom	100% Cornerstone International Holdings, Ltd.	Insurance company
JCPenney Direct Asia Pacific Pty Ltd	Australia	100% AEGON DMS Holding B.V.	Holding company
JCPenney Direct Service Asia Pacific Pty Ltd	Australia	100% JCPenney Direct Asia Pacific Pty Ltd	Operations company
JCPenney Insurance Marketing Asia Pacific Pty Ltd	Australia	100% JCPenney Direct Asia Pacific Pty Ltd	Marketing company
Short Hills Management Company	New Jersey	100% AEGON U.S. Holding Corporation	Insurance Agent
COPRA Reinsurance Company	New York	100% AEGON U.S. Holding Corporation	Reinsurance
AEGON Management Company	Indiana	100% AEGON U.S. Holding Corporation	Insurance holding company
AEGON U.S. Corporation	Iowa	100% AEGON U.S. Holding Corporation owns 10,000 shares (75.54%); AEGON USA, Inc. owns 3,238 shares (24.46%)	Holding company
Transamerica Corporation and subsidiaries (“TAC”)	Delaware	100% AEGON NV	Major interest in insurance and finance
AEGON USA, Inc.	Iowa	AEGON U.S. Holding Corporation; AEGON U.S. Corporation	Holding company
RCC North America, LLC	Delaware	100% AEGON USA, Inc.	Real estate
Transamerica Holding Company, LLC	Delaware	100% AEGON USA, Inc.	Holding Company
AEGON Funding Corp.	Delaware	100% Transamerica Holding Corporation LLC	Issue debt securities-net proceeds used to make loans to affiliates
First AUSA Life Insurance Company	Maryland	100% Transamerica Holding Company LLC	Insurance holding company
Transamerica Financial Life Insurance Company	New York	100% First AUSA Life Insurance Company	Insurance

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Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Life Investors Insurance Company of America	Iowa	100% First AUSA Life Ins. Company	Insurance
Apple Partners of Iowa LLC	Iowa	58.13% Monumental Life Insurance Company; 41.87 Peoples Benefit Life Insurance Company	Apple production, packing, storage and sales
Life Investors Alliance, LLC	Delaware	100% LIICA	Purchase, own, and hold the equity interest of other entities
Transamerica Life Insurance Company	Iowa	100% Transamerica Holding Company LLC	Insurance
AEGON Financial Services Group, Inc.	Minnesota	100% Transamerica Life Insurance Co.	Marketing
AEGON Assignment Corporation of Kentucky	Kentucky	100% AEGON Financial Services Group, Inc.	Administrator of structured settlements
AEGON Assignment Corporation	Illinois	100% AEGON Financial Services Group, Inc.	Administrator of structured settlements
Transamerica Financial Institutions, Inc.	Minnesota	100% AEGON Financial Services Group, Inc.	Life insurance and underwriting services
Southwest Equity Life Ins. Co.	Arizona	100% of Common Voting Stock First AUSA Life Ins. Company	Insurance
Iowa Fidelity Life Insurance Co.	Arizona	100% of Common Voting Stock First AUSA Life Ins. Company	Insurance
Western Reserve Life Assurance Co. of Ohio	Ohio	100% First AUSA Life Ins. Company	Insurance
WRL Insurance Agency, Inc.	California	100% Western Reserve Life Assurance Co. of Ohio	Insurance Agency
WRL Insurance Agency of Alabama, Inc.	Alabama	100% WRL Insurance Agency, Inc.	Insurance Agency
WRL Insurance Agency of Massachusetts, Inc.	Massachusetts	100% WRL Insurance Agency, Inc.	Insurance Agency
WRL Insurance Agency of Nevada, Inc.	Nevada	100% WRL Insurance Agency, Inc.	Insurance Agency
WRL Insurance Agency of Wyoming	Wyoming	100% WRL Insurance Agency, Inc.	Insurance Agency

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Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
AEGON/Transamerica Series Fund, Inc.	Maryland	Various	Mutual Fund
AEGON/Transamerica Fund Advisors, Inc.	Florida	77% Western Reserve Life Assurance Co. of Ohio; 23% AUSA Holding Company	Registered investment adviser
AEGON/Transamerica Investors Services, Inc.	Florida	100% AUSA Holding Company	Shareholder services
World Financial Group Insurance Agency, Inc.	California	100% Western Reserve Life Assurance Co. of Ohio	Insurance agency
World Financial Group Insurance Agency of Alabama, Inc.	Alabama	100% World Financial Group Insurance Agency, Inc.	Insurance Agency
World Financial Group Insurance Agency of Massachusetts, Inc.	Massachusetts	100% World Financial Group Insurance Agency, Inc.	Insurance Agency
World Financial Group Insurance Agency of Hawaii, Inc.	Hawaii	100% World Financial Group Insurance Agency, Inc.	Insurance Agency
World Financial Group Insurance Agency of Nevada, Inc.	Nevada	100% World Financial Group Insurance Agency, Inc.	Insurance Agency
World Financial Group Insurance Agency of New Mexico, Inc.	New Mexico	100% World Financial Group Insurance Agency, Inc.	Insurance Agency
World Financial Group Insurance Agency of Wyoming	Wyoming	100% World Financial Group Insurance Agency, Inc.	Insurance Agency
AEGON Equity Group, Inc.	Florida	100% Western Reserve Life Assurance Co. of Ohio	Insurance Agency
WFG Property & Casualty Insurance Agency, Inc.	Georgia	100% World Financial Group Insurance Agency, Inc.	Insurance
WFG Property & Casualty Insurance Agency of Alabama, Inc.	Alabama	100% WFG Property & Casualty Insurance Agency, Inc.	Insurance
WFG Property & Casualty Insurance Agency of California, Inc.	California	100% WFG Property & Casualty Insurance Agency, Inc.	Insurance
WFG Property & Casualty Insurance Agency of Mississippi, Inc.	Mississippi	100% WFG Property & Casualty Insurance Agency, Inc.	Insurance
WFG Property & Casualty Insurance Agency of Nevada, Inc.	Nevada	100% WFG Property & Casualty Insurance Agency, Inc.	Insurance

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Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
WFG Property & Casualty Insurance Agency of Wyoming, Inc.	Wyoming	100% WFG Property & Casualty Insurance Agency, Inc.	Insurance
Monumental General Casualty Co.	Maryland	100% First AUSA Life Ins. Company	Insurance
United Financial Services, Inc.	Maryland	100% First AUSA Life Ins. Company	General agency
Bankers Financial Life Ins. Co.	Arizona	100% First AUSA Life Ins. Company	Insurance
The Whitestone Corporation	Maryland	100% First AUSA Life Ins. Company	Insurance agency
Cadet Holding Corp.	Iowa	100% First AUSA Life Insurance Company	Holding company
Monumental General Life Insurance Company of Puerto Rico	Puerto Rico	51% First AUSA Life Insurance Company 49% Baldrich & Associates of Puerto Rico	Insurance
AUSA Holding Company	Maryland	100% Transamerica Holding Company, L.L.C.	Holding company
AEGON USA Investment Management, Inc.	Iowa	100% AUSA Holding Company	Investment Adviser
AEGON USA Securities, Inc.	Iowa	100% Transamerica Holding Company, L.L.C.	Broker-Dealer
Monumental General Insurance Group, Inc.	Maryland	100% AUSA Holding Company.	Holding company
Trip Mate Insurance Agency, Inc.	Kansas	100% Monumental General Insurance Group, Inc.	Sale/admin. of travel insurance
Monumental General Administrators, Inc.	Maryland	100% Monumental General Insurance Group, Inc.	Provides management srvcs. to unaffiliated third party administrator
National Association Management and Consultant Services, Inc.	Maryland	100% Monumental General Administrators, Inc.	Provides actuarial consulting services
Monumental General Mass Marketing, Inc.	Maryland	100% Monumental General Insurance Group, Inc.	Marketing arm for sale of mass marketed insurance coverages
Transamerica Capital, Inc.	California	100% AUSA Holding Co.	Broker/Dealer
Universal Benefits Corporation	Iowa	100% AUSA Holding Co.	Third party administrator

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Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Investors Warranty of America, Inc.	Iowa	100% AUSA Holding Co.	Provider of automobile extended maintenance contracts
Massachusetts Fidelity Trust Co.	Iowa	100% AUSA Holding Co.	Trust company
Money Services, Inc.	Delaware	100% AUSA Holding Co.	Provides financial counseling for employees and agents of affiliated companies
ADB Corporation, L.L.C.	Delaware	100% Money Services, Inc.	Special purpose limited Liability company
ORBA Insurance Services, Inc.	California	40.15% Money Services, Inc.	Insurance agency
Great Companies L.L.C.	Iowa	30% Money Services, Inc.	Markets & sells mutual funds & individually managed accounts
AEGON USA Travel and Conference Services, LLC	Iowa	100% Money Services, Inc.	Travel and Conference Services
Roundit, Inc.	Maryland	50% AUSA Holding Co.	Financial services
Zahorik Company, Inc.	California	100% AUSA Holding Co.	Broker-Dealer
ZCI, Inc.	Alabama	100% Zahorik Company, Inc.	Insurance agency
Zahorik Texas, Inc.	Texas	100% Zahorik Company, Inc.	Insurance agency
Long, Miller & Associates, L.L.C.	California	33-1/3% AUSA Holding Co.	Insurance agency
AEGON Asset Management Services, Inc.	Delaware	100% AUSA Holding Co.	Registered investment advisor
World Group Securities, Inc.	Delaware	100% AEGON Asset Management Services, Inc.	Broker-Dealer
World Financial Group, Inc.	Delaware	100% AEGON Asset Management Services, Inc.	Marketing
InterSecurities, Inc.	Delaware	100% AUSA Holding Co.	Broker-Dealer
IDEX Mutual Funds	Massachusetts	100% AEGON/Transamerica Fund Advisers, Inc.	Mutual fund
Diversified Investment Advisors, Inc.	Delaware	100% AUSA Holding Co.	Registered investment advisor
Diversified Investors Securities Corp.	Delaware	100% Diversified Investment Advisors, Inc.	Broker-Dealer

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Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
George Beram & Company, Inc.	Massachusetts	100% Diversified Investment Advisors, Inc.	Employee benefit and actuarial consulting
Creditor Resources, Inc.	Michigan	100% AUSA Holding Co.	Credit insurance
CRC Creditor Resources Canadian Dealer Network Inc.	Canada	100% Creditor Resources, Inc.	Insurance agency
Premier Solutions Group, Inc.	Maryland	100% Creditor Resources, Inc.	Insurance agency
AEGON USA Investment Management, LLC.	Iowa	100% Transamerica Holding Corporation LLC	Investment advisor
AEGON USA Realty Advisors, Inc.	Iowa	100% AUSA Holding Co.	Provides real estate administrative and real estate investment services
AEGON USA Real Estate Services, Inc.	Delaware	100% AEGON USA Realty Advisors, Inc.	Real estate and mortgage holding company
QSC Holding, Inc.	Delaware	100% AEGON USA Realty Advisors, Inc.	Real estate and financial software production and sales
Realty Information Systems, Inc.	Iowa	100% AEGON USA Realty Advisors, Inc	Information Systems for real estate investment management
Commonwealth General Corporation and subsidiaries	Delaware	100% AEGON U.S. Corporation	Holding company
Veterans Life Insurance Co.	Illinois	100% Transamerica Holding Company LLC	Insurance company
Peoples Benefit Services, Inc.	Pennsylvania	100% Veterans Life Ins. Co.	Special-purpose subsidiary

Item 30. Indemnification

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

Ohio General Corporation Law

Section 1701.13 Authority of corporation.

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

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

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

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

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

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

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

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

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

(c) By the shareholders;

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

Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and within ten

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days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

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

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

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

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

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

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

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

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

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Second Amended Articles of Incorporation of Western Reserve

ARTICLE EIGHTH

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

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

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

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

C-12

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

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

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

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

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

Amended Code of Regulations of Western Reserve

ARTICLE V

Indemnification of Directors and Officers

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

C-13

Rule 484 Undertaking

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

Item 31. Principal Underwriter

(a) AFSG Securities Corporation (“AFSG”) is the principal underwriter for the Policies. AFSG currently serves as principal underwriter for the Retirement Builder Variable Annuity Account, Separate Account VA A, Separate Account VA B, Separate Account VA C, Separate Account VA D, Separate Account VA E, Separate Account VA F, Separate Account VA I, Separate account VA J, Separate Account VA L, Separate Account VL A, Separate Account VUL-A, Separate Account VA K, Separate Account VA P, Separate Account Q, Separate Account VA R, and Separate Account VA S of Transamerica Life Insurance Company; the Separate Account VA QNY, Separate Account VA BNY, Separate Account VA-2LNY, Separate Account C, Separate Account QNY, Transamerica Corporate Separate Account Sixteen, TFLIC Series Life Account, and TFLIC Series Annuity Account of Transamerica Financial Life Insurance Company; the Separate Account I, Separate Account II, and Separate Account V of Peoples Benefit Life Insurance Company; the WRL Series Life Account, WRL Series Annuity Account, WRL Series Annuity Account B, Separate Account VA U and WRL Series Life Corporate Account of Western Reserve Life Assurance Co. of Ohio; Separate Account VA-2L, Separate Account VA G, Separate Account VA H, Transamerica Occidental Life Separate Account VUL-3, Transamerica Occidental Life Separate Account VUL-4, Transamerica Occidental Life Separate Account VUL-5, and Transamerica Occidental Life Separate Account VUL-6 of Transamerica Occidental Life Insurance Company; and Separate Account VA-8 of Transamerica Life Insurance and Annuity Company.

(b) Directors and Officers of AFSG

Name	Principal Business Address	Position and Offices with Underwriter
Larry N. Norman	(1)	Director and President
Anne M. Spaes	(1)	Director and Vice President
Lisa A. Wachendorf	(1)	Director, Vice President and Chief Compliance Officer
John K. Carter	(2)	Vice President
William G. Cummings	(2)	Vice President, Treasurer and Controller
Thomas R. Moriarty	(2)	Vice President
Frank A. Camp	(1)	Secretary
Priscilla I. Hechler	(2)	Assistant Vice President and Assistant Secretary
Linda Gilmer	(1)	Assistant Treasurer

C-14

Darin D. Smith	(1)	Vice President and Assistant Secretary
Teresa L. Stolba	(1)	Assistant Compliance Officer
Emily M. Bates	(3)	Assistant Treasurer
Clifton W. Flenniken, III	(4)	Assistant Treasurer

(1) 4333 Edgewood Road, N.E., Cedar Rapids, IA 52499-0001

(2) 570 Carillon Parkway, St. Petersburg, FL 33716-1202

(3) 400 West Market Street, Louisville, Kentucky 40202

(4) 1111 North Charles Street, Baltimore, Maryland 21201

(c)    Compensation to Principal Underwriter from Registrant

Name of Principal Underwriter	Net Underwriting Discounts and Commissions	Compensation on Redemption	Brokerage Commissions			Commissions
AFSG Securities Corporation	0	0	$		(1)	0
	0	0	$	82,236,981	(2)	0
	0	0	$	104,819,449	(3)	0

(1) fiscal year 2003

(2) fiscal year 2002

(3) fiscal year 2001

Item 32. Location of Accounts and Records

All accounts, books, or other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained by the Registrant through Western Reserve at 570 Carillon Parkway, St. Petersburg, Florida 33716, 4800 140^th Avenue North, Clearwater, Florida 33762 or 12855 Starkey Road, Largo, Florida 33773.

Item 33. Management Services

Not Applicable

Item 34. Undertakings

Western Reserve hereby represents that the fees and charges deducted under the WRL Xcelerator, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Western Reserve.

Registrant promises to file a post-effective amendment to the Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable life policies may be accepted.

Registrant furthermore agrees to include either as part of any application to purchase a Policy offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information.

Registrant agrees to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-6 promptly upon written or oral request.

C-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of St. Petersburg, State of Florida, on this 24th day of February, 2004.

WRL SERIES LIFE ACCOUNT (Registrant)
By:	/s/ Ron Wagley */
	Ron Wagley, Chairman of the Board of Western Reserve Life Assurance Co. of Ohio

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO (Depositor)
By:	/s/ Ron Wagley */
	Ron Wagley, Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Ron Wagley Ron Wagley */	Chairman of the Board	February 24, 2004
/s/ Jerome C. Vahl Jerome C. Vahl */	Director and President	February 24, 2004
/s/ Brenda K. Clancy Brenda K. Clancy */	Director and Vice President	February 24, 2004
/s/ Paul Reaburn Paul Reaburn */	Director and Vice President	February 24, 2004
/s/ Kevin Bachmann Kevin Bachmann	Director and Executive Vice President	February 24, 2004
/s/ Allan J. Hamilton Allan J. Hamilton	Vice President, Treasurer and Controller	February 24, 2004
/s/ Alan M. Yaeger Alan M. Yaeger	Executive Vice President, Actuary and Chief Financial Officer	February 24, 2004

/s/ Priscilla I. Hechler

*/ Signed by Priscilla I. Hechler

As Attorney in Fact

Exhibit Index

Exhibit No.	Description of Exhibit
27(d)(i)(b)	Specimen Flexible Premium Variable Life Insurance Policy (VL09)
27(g)(iii)	Reinsurance Treaty dated September 1, 2003
27(q)	Memorandum describing issuance, transfer and redemption procedures
27(r)(ii)	Power of Attorney: Ron Wagley

EX-99.A7

EX - 99.A7

Exhibit 27(d)(i)(b)

Specimen Flexible Premium Variable

Life Insurance Policy (VL09)

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO (A STOCK COMPANY) Home Office: Columbus, Ohio Administrative Office: PO Box 5068 Clearwater, FL 33758

IN THIS POLICY, the Primary Insured is named on the Policy Schedule page. Western Reserve Life Assurance Co. of Ohio will be referred to as WE, OUR or US.

IF THE PRIMARY INSURED DIES while this Policy is In Force, WE WILL PAY the Death Benefit Proceeds to the Beneficiary upon receipt of due proof of the Primary Insured’s death. THE AMOUNT OF THE DEATH BENEFIT PROCEEDS WILL INCREASE OR DECREASE DEPENDING ON THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS IN THE SEPARATE ACCOUNT AND ON THE DEATH BENEFIT OPTION SELECTED AS DESCRIBED IN THE DEATH BENEFIT PROVISIONS.

CASH VALUES WILL INCREASE OR DECREASE IN ACCORDANCE WITH THE POLICY VALUE PROVISIONS AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS IN THE SEPARATE ACCOUNT. CASH VALUES ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

THE PROVISIONS on the following pages are part of this Policy. This Policy is a legal contract between the Owner and Us. If the Owner chooses to exercise any of the rights of this Policy, it may result in termination of the benefits provided under certain Riders. READ THE POLICY CAREFULLY.

IN WITNESS WHEREOF, We have signed this Policy at Our Office in Clearwater, Florida as of the Policy Date.

Secretary	President

RIGHT TO EXAMINE POLICY

The Owner may cancel this Policy by returning it to Us at PO Box 5068, Clearwater, FL 33758, or to the representative through whom it was purchased, within 10 days of receipt. If the Policy is returned within this period, it will be void from the beginning and a refund will be made to the Owner. The refund will equal the sum of:

1. The difference between the premiums paid and the amounts allocated to any Accounts under the Policy; plus

2. The total amounts of Monthly Deductions made and any other charges imposed on amounts allocated to the Accounts; plus

3. The value of the amounts allocated to the Accounts on the date We or Our agent receives the returned Policy.

If state law prohibits the calculation above, the refund will be the total of all premiums paid for this Policy.

Flexible Premium Variable Life Insurance Policy

Death Benefit Proceeds Payable at Death of Primary Insured

Flexible Premiums Payable During Lifetime of Primary Insured

Non Participating - No Dividends

Some Benefits Reflect Investment Results

POLICY GUIDE

[Policy Schedule	3A
Definitions	5
Accounts	5
Amount at Risk	5
Attained Age	5
Anniversary	5
Base Policy	5
Beneficiary	5
Cash Value	5
Death Benefit Proceeds	5
Fixed Account	5
Funds	5
In Force	5
Initial Premium	5
Internal Revenue Code	5
Issue Age	5
Lapse	6
Minimum Monthly Guarantee Premium	6
Monthiversary	6
Monthly Deduction	6
Net Premium	6
Net Surrender Value	6
No-Lapse Date	6
Office	6
Planned Premium	6
Policy Date	6
Qualified Additional Benefit	6
Reallocation Account	6
Reallocation Date	6
Record Date	7
Reinstatement	7
Rider	7
SEC	7
Separate Account	7
Subaccount	7
Surrender	7
Termination	7
Valuation Date	7
Valuation Period	7
Written Notice	7
General Provisions	8
The Policy	8
Ownership	8
Beneficiary	8
Assignment	9
Incontestability	9
Suicide	9
Issue Age and Sex	9
Annual Report	9
Termination	10
Policy Payment	10
Conversion Rights	10
Protection of Proceeds	10
Death Benefit Provisions	10
Death Benefit	10
Specified Amount	10
Option Type	10
Compliance with Federal Tax Code	11
Changes	12
Death Benefit Proceeds	13
Premium Provisions	13
Payment	13
Premiums	13
Grace Period	13
Changes to the Minimum Monthly Guarantee Premium	14
Reinstatement	14
Separate Account Provisions	15
The Separate Account	15
Subaccounts	15
Market Timing	15
Transfers	15
Changes	15
Unit Value	16
Fixed Account Provisions	17
Fixed Account	17
Fixed Account Interest Rate	17
Transfers	17
Policy Value Provisions	18
Net Premium	18
Allocation of Net Premiums	18
Monthly Deductions	18
Monthly Policy Charge	18
Monthly Cost of Insurance	18
Monthly Cost of Insurance Rates	19
Monthly Per Unit Charge	19
Subaccount Value	20
Fixed Account Value	20
Cash Value	20
Surrender	20
Net Surrender Value	21
Surrender Charge	21
Surrender Charge Upon Decrease in Specified Amount	21
Withdrawals	22
Continuation of Insurance	22
Insufficient Value	22
Basis of Computations	22
Policy Loans	22
Settlement Options	23
Effective Date and First Payment Due	23
Improvement of Monthly Annuity	23
Availability	23
Age	24
Proof of Age and Sex	24
Proof of Survival	24
Interest and Mortality	24
Table of Optional Methods of Settlement	24	]

Page 2

Western Reserve Life Assurance Co. of Ohio

Office: Clearwater, Florida

Policy Schedule

Policy Number:	0112345678
Primary Insured:	JOHN DOE
Issue Age And Sex:	35 - Male
Specified Amount:	$500,000.00	Policy Date:	November 01, 2003
Option Type:	A	Record Date:	November 01, 2003
Planned Premium:	$5,000.00	No Lapse Date:	November 01, 2011
Payment Frequency:	Annually	Reallocation Date:	November 21, 2003
Initial Premium:	$5,000.00	Minimum Monthly Guarantee Premium:	$242.50
Rate Class:	Preferred         Elite (Non-Tobacco)
Rate Band:	Band 2
Life Insurance Compliance Test:		[Guideline Premium Test]
Minimum Specified Amount
Band 1:		Not Available
Band 2:		$500,000.00
Band 3:		$1,000,000.00
Separate Account Provisions
Separate Account:		[WRL Series Life Account]
Mortality and Expense Risk Charge
Policy Years 1-15:		[.75% (Annually)]
Policy Years 16+
Current:		[.00% (Annually)]
Guaranteed:		[.30% (Annually)]
Reallocation Account:		Fixed Account
Policy Value Provisions
Net Premium Factor
Policy Year 1:		[97.00% - 100.00%]
Policy Years 2+:		[97.00%]
Monthly Policy Charge
Initial (Guaranteed for the First		[$8.00]
Policy Year):
Guaranteed:		[$15.00]
Monthly Per Unit Charge per $1000 of Specified Amount:
Current		Band 2	Band 3
Policy Years [1-8]		[$.13]	[$.12]
Policy Years [9-20]		[$.00]	[$.00]
Guaranteed
Policy Years [1-20]		[$.22]	[$.21]
Fixed Account Value Limit:		[$5,000.00-$250,000.00]

Page 3A

Western Reserve Life Assurance Co. of Ohio

Office: Clearwater, Florida

Policy Schedule (Continued)

Policy Number:     0112345678

Limitation Percentage

The Limitation Percentage is a percentage based on the Primary Insured’s Attained Age at the beginning of the policy year and is used in calculating the death benefit as shown in the Option Type section of the Death Benefit Provisions.

For The Guideline Premium Test, the Limitation Percentages are as follows:

Primary Insured’s Attained Age	Limitation Percentage
40 and under	250%
41 through 45	250% minus 7% for each Age over Age 40
46 through 50	215% minus 6% for each Age over Age 45
51 through 55	185% minus 7% for each Age over Age 50
56 through 60	150% minus 4% for each Age over Age 55
61 through 65	130% minus 2% for each Age over Age 60
66 through 70	120% minus 1% for each Age over Age 65
71 through 75	115% minus 2% for each Age over Age 70
76 through 90	105%
91 through 95	105% minus 1% for each Age over Age 90
96 through 99	100%
100 plus	101%

Page 3A

Western Reserve Life Assurance Co. of Ohio

Office: Clearwater, Florida

Policy Schedule (Continued)

Policy Number:     0112345678

Table of Surrender Charges

(Per $1000 of Initial Specified Amount as of the Policy Date)

The Table of Surrender Charges is applicable only to the Initial Specified Amount. Upon any increase to the Specified Amount, an additional Surrender Charge will be incurred.

Specified Amount:	$500,000.00
Policy Date:	November 01, 2003

End of Year*	Surrender Charge
AT ISSUE	$	25.61
1	$	25.61
2	$	22.28
3	$	17.93
4	$	15.36
5	$	10.24
6	$	7.68
7	$	5.12
8	$	0.00

*The Surrender Charge on any date other than an end of year will be pro-rated between the two end of year charges.

Page 3B

Western Reserve Life Assurance Co. of Ohio

Office: Clearwater, Florida

Rider Information

Policy Number: 0112345678 Monthly Deduction

Base Policy		$81.85
Number:	0112345678
Primary Insured:	John Doe
Specified Amount:	$500,000.00
Rate Class:	Preferred Elite (Non-Tobacco)
Inflation Fighter Rider:		Not Applicable
Percentage Increase Rate:	3.53%
Increase Number of Years:	20

The Monthly Deductions shown above are applicable for the first policy month. For Monthly Deductions after the first policy month, refer to the Rider form.

Page 4

Western Reserve Life Assurance Co. of Ohio

Office: Clearwater, Florida

Policy Schedule

Policy Number: 0112345678

Table of Guaranteed Maximum Life Insurance Rates

Guaranteed Rate Basis for Initial Specified Amount on Primary Insured Commissioners 1980 Standard Ordinary Tobacco or Non-Tobacco Mortality Table

John Doe

Male Lives

Preferred Elite (Non-Tobacco)

Current Cost of Insurance Rates are less than or equal to the Guaranteed Rates. We guarantee that for the first [3] years from issue the current Cost of Insurance Rates will not change.

Current Monthly Cost of Insurance Rates per $1,000

Attained Age	Monthly Rate
35	[.01769]
36	[.02150]
37	[.02804]

Guaranteed Monthly Cost of Insurance Rates Per $1,000

Attained Age	Monthly Rate	Attained Age	Monthly Rate
38	.17250	69	2.74833
39	.18416	70	3.03666
40	.19833	71	3.36583
41	.21333	72	3.74583
42	.22916	73	4.17583
43	.24666	74	4.64833
44	.26583	75	5.15333
45	.28750	76	5.68666
46	.31083	77	6.24416
47	.33583	78	6.82916
48	.36333	79	7.45999
49	.39333	80	8.15666
50	.42750	81	8.93750
51	.46666	82	9.81833
52	.51166	83	10.79499
53	.56333	84	11.84833
54	.62083	85	12.95416
55	.68500	86	14.09833
56	.75500	87	15.26333
57	.82916	88	16.44416
58	.91166	89	17.65749
59	1.00416	90	18.92083
60	1.10750	91	20.26333
61	1.22250	92	21.73500
62	1.35500	93	23.47916
63	1.50499	94	25.81916
64	1.67166	95	29.32166
65	1.85416	96	35.08249
66	2.05166	97	45.08333
67	2.26333	98	62.09583
68	2.49333	99	83.33333

Page 4A

DEFINITIONS

Accounts	Allocation options including the Fixed Account and the Subaccounts of the Separate Account.
Amount at Risk	The death benefit, as described in the Death Benefit Provisions, less the Cash Value of the Policy.
Attained Age	The Issue Age plus the number of completed policy years.
Anniversary	The same day and month as the policy date for each succeeding year the Policy remains In Force.
Base Policy	This Policy excluding any attached Riders.
Beneficiary	The person or persons specified by the Owner to receive the Death Benefit Proceeds upon the death of the Primary Insured.
Cash Value	At the end of any Valuation Period, the Cash Value of the Policy is equal to the sum of the Subaccount Values plus the Fixed Account value.
Death Benefit Proceeds	The amount payable upon the death of the Primary Insured in accordance with the Death Benefit Provisions.
Fixed Account	An allocation option other than the Separate Account. The Fixed Account is part of Our general account. The portion of the Cash Value in the Fixed Account will earn interest as described in the Fixed Account Provisions.
Funds	Designated mutual fund(s) registered with the SEC as investment companies under the Investment Company Act of 1940. Each Subaccount invests Net Premiums allocated to the Subaccount in a corresponding portfolio of a Fund.
In Force	Condition under which the coverage of this Policy or Rider, if any, is active.
Initial Premium	The amount which must be paid before coverage begins. The Initial Premium is shown on the Policy Schedule pages.
Internal Revenue Code	The Internal Revenue Code of 1986, as amended.
Issue Age	The age of the Primary Insured, in years, on his or her birthday on or prior to the Policy Date.

Page 5

Lapse	Termination of the Policy at the end of the grace period.
Minimum Monthly Guarantee Premium	The Minimum Monthly Guarantee Premium for the first month is shown on the Policy Schedule pages. The cumulative Minimum Monthly Guarantee Premium is used by Us to determine whether a grace period will begin.
Monthiversary	The day of each month coinciding with the Policy Date. If there is no day in a calendar month that coincides with the Policy Date, the Monthiversary will be the first day of the following month.
Monthly Deduction	Set of charges We deduct from the Policy’s Cash Value on each Monthiversary.
Net Premium	The portion of the premium available for allocation as set forth in the Policy Value Provisions.
Net Surrender Value	The amount payable upon Surrender in accordance with the Policy Value Provisions.
No-Lapse Date	The date, as set forth on the Policy Schedule pages, prior to which this Policy will not Lapse if certain conditions are met, even though the Net Surrender Value is insufficient to meet the Monthly Deductions.
Office	Our Administrative Office located in Clearwater, Florida.
Planned Premium	Premiums paid according to a periodic payment schedule, which allows the Owner to pay level premiums at fixed intervals over a specified period of time. Planned Premiums are not required to be paid according to their schedule. The Owner may change the amount, frequency, and period over which Planned Premiums are paid.
Policy Date	The date coverage is effective and Monthly Deductions commence under the Policy. Policy months, years and anniversaries are measured from the Policy Date, as shown on the Policy Schedule pages.
Qualified Additional Benefit	Any Rider providing coverage for a Qualified Additional Benefit under Section 7702 of the Internal Revenue Code.
Reallocation Account	A portion of the Fixed Account where We hold the Net Premium(s) from the Record Date until the Reallocation Date.
Reallocation Date	The date on which any premiums are reallocated from the Reallocation Account to the Accounts as elected by the Owner on the application. The Reallocation Date is shown on the Policy Schedule pages.

Page 6

Record Date	The date the Policy is recorded on Our books as an in-force Policy. The Record Date is shown on the Policy Schedule pages.
Reinstatement	Restoration of coverage under this Policy after it has Lapsed. Reinstatement is subject to the requirements of the Reinstatement section of the Premium Provisions.
Rider	Any attachment to this Policy which provides additional coverage or benefits.
SEC	The United States Securities and Exchange Commission.
Separate Account	A separate investment account shown on the Policy Schedule pages that is composed of several Subaccounts established to receive and invest Net Premiums under the Policy.
Subaccount	A sub-division of the Separate Account. Each Subaccount invests exclusively in the shares of a specified Fund portfolio.
Surrender	The Termination of this Policy at the option of the Owner.
Termination	Condition under which the Policy or any Rider is no longer In Force.
Valuation Date	Any date We are required by law to value the assets of the Separate Account.
Valuation Period	The period commencing at the end of one Valuation Date and continuing to the end of the next succeeding Valuation Date.
Written Notice	A notice by the Owner to Us requesting or exercising a right of the Owner as provided by the provisions of the Policy. In order for a notice to be considered a Written Notice:
	1.      it must be in writing and signed by the Owner; 2.      it must be in a form acceptable to Us; and 3.      it must contain the information and documentation, as determined in Our sole discretion, necessary for Us to take the action requested or for the Owner to exercise the right specified.
	A Written Notice will not be considered complete until all necessary supporting documentation required or requested by Us has been received by Us at Our Office.

Page 7

GENERAL PROVISIONS

The Policy	This Policy is issued in consideration of the attached application and payment of the Initial Premium. This Policy, the attached application, and any additional applications at the time of Reinstatement constitute the entire contract. All statements in these applications, in the absence of fraud, will be deemed representations and not warranties. No statement can be used to void this Policy or be used in defense of a claim unless it is contained in the written application. No policy provision can be waived or changed except by endorsement. Such endorsement must be signed by our President or Secretary.
	Upon notice to the Owner, We may amend the Policy:
	1.      to make the Policy comply with any law or regulation issued by a government agency to which We are subject; 2.      to assure qualification of the Policy under the Internal Revenue Code or other federal or state laws relating to variable life insurance policies; or 3.      to reflect a change in the operation of the Separate Account.
	In the event that We so amend the Policy, We will send the Owner a copy of the amendment. The Owner may refuse such amendment by giving us notice in writing. Any refusal, however, may have adverse tax or other consequences to the Owner.
Ownership	This Policy belongs to the Owner. The Owner, as named in the application or subsequently changed, may exercise all rights under the Policy during the Primary Insured’s lifetime, including the right to transfer ownership. If the Owner should die during the Primary Insured’s lifetime, ownership of this Policy will pass to the Owner’s estate if no Contingent Owner is named.
	We will not be bound by any change in the ownership designation unless it is made by Written Notice. The change will be effective on the date the Written Notice is accepted by Us. If We request, this Policy must be returned to Our Office for endorsement.
Beneficiary	The Beneficiary, as named in the application or subsequently changed, will receive the benefits payable upon the death of the Primary Insured. If the Beneficiary dies before the Primary Insured, the Contingent Beneficiary, if named, becomes the Beneficiary.
	If any Beneficiary dies at the same time as the Primary Insured, or within 30 days after the Primary Insured, that Beneficiary’s interest in the death benefit will end if We have not paid any benefits to that Beneficiary. If the interests of all designated Beneficiaries have ended when the Primary Insured dies, We will pay the death benefit to the Owner. If the Owner is not living at that time, We will pay the death benefit to the Owner’s estate.
	We will not be bound by any change in the Beneficiary designation unless it is made by Written Notice. The change will be effective on the date the Written Notice was signed; however, no change will apply to any payment We made before the Written Notice is received by Us. If We request, this Policy must be returned to Our Office for endorsement.

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Assignment	This Policy may be assigned. We will not be bound by any assignment unless it is made by Written Notice and received at Our Office. The assignment will be effective on the date it was signed; however, no change will apply to any payment We made before the Written Notice was received by Us. We assume no responsibility for the validity of any assignment.
Incontestability	This Policy shall be incontestable after it has been In Force, while the Primary Insured is still alive, for two years from the Policy Date.
	A new two-year contestability period shall apply to each increase in Specified Amount that requires evidence of insurability, on the effective date of the increase. The new contestability period shall apply only to statements made in the application for the increase.
	If this Policy is reinstated, a new two year contestability period (in addition to any remaining contestability period) shall apply from the date of the application for Reinstatement and will apply only to statements made in the application for Reinstatement.
Suicide	If the Primary Insured dies by suicide, while sane or insane, within two years from the Policy Date, or two years from the effective date of any Reinstatement of this Policy, the Policy shall terminate and Our total liability, including all Riders attached to the Policy, will be limited to the total premiums paid, less any loans and prior withdrawals, during such period.
	If the Primary Insured dies by suicide, while sane or insane, within two years from the effective date of any increase in insurance that requires evidence of insurability, Our total liability with respect to such increase will be its Cost of Insurance charges and any Per Unit Charges.
Issue Age and Sex	If the Primary Insured’s date of birth or sex is not correctly stated, the death benefit will be adjusted based on what the Cost of Insurance charge and Monthly Per Unit Charge for the most recent Monthly Deduction would have purchased based on the Primary Insured’s correct date of birth and sex. No adjustment will be made to the Cash Value.
Annual Report	We will send a report to the Owner at least once a year. It will show the following for the Policy:
	1.      The current Cash Value; 2.      The current Net Surrender Value; 3.      The current death benefit; 4.      Any current policy loans; 5.      Activity since the last report; and 6.      Projected values.
	Additional activity showing investment experience within each Subaccount will also be provided.

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Termination	The Policy will terminate on the earliest of:
	1.      The date of the Primary Insured’s death; 2.      The end of the grace period; or 3.      The date of Surrender.
Policy Payment	All proceeds to be paid upon Termination will be paid in one sum unless otherwise elected under the Settlement Options of this Policy.
	All payments and transfers from the Subaccounts will be processed as provided in this Policy, unless one of the following situations exists:
	1.      The New York Stock Exchange is closed; 2.      The SEC requires that trading be restricted or declares an emergency; or 3.      The SEC allows Us to defer payments to protect Our policyowners.
	We may defer payments of any Fixed Account values for the period permitted by law, but not for more than six months.
Conversion Rights	At any time upon written request within the first two policy years, the Owner may elect to transfer all Subaccount Values to the Fixed Account without a transfer charge. However, if such a transfer occurs during the first policy year, We may impose higher Monthly Per Unit Charges for the remainder of the Monthly Per Unit Charge duration, as described in the Monthly Per Unit Charge section.
Protection of Proceeds	Unless the Owner so directs in writing, no Beneficiary may assign any payments under this Policy before such payment is due. To the extent permitted by law, no payments under this Policy will be subject to the claims of creditors of any Beneficiary.
DEATH BENEFIT PROVISIONS
Death Benefit	The death benefit is based upon the Specified Amount, Option Type, and the Life Insurance Compliance Test applicable at the time of death.
Specified Amount	The Specified Amount is shown on the Policy Schedule pages, unless changed in accordance with the Changes section of this provision or by Rider, or reduced by a cash withdrawal.
Option Type	The Option Type is shown on the Policy Schedule pages, unless changed in accordance with the Changes section of this provision.
	If Option Type A is in effect, the death benefit is the greatest of:
	1.      the Specified Amount; or 2.      the minimum death benefit a or b below, corresponding to the Life Insurance Compliance Test shown on the Policy Schedule pages:

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	a.      Guideline Premium Test: The Limitation Percentage as shown on the Policy Schedule pages, multiplied by the Cash Value of this Policy on the date of the Primary Insured’s death; or b.      Cash Value Accumulation Test: The Limitation Percentage as shown on the Policy Schedule pages, multiplied by the difference of the Cash Value of this Policy on the date of the Primary Insured’s death and any applicable Net Single Premium for Riders (which are Qualified Additional Benefits) on the date of the Primary Insured’s death, as shown on the Policy Schedule pages; or
	3.      the amount required for the Policy to qualify as a life insurance contract under Section 7702 of the Internal Revenue Code.
	If Option Type B is in effect, the death benefit is the greatest of:
	1.      the Specified Amount plus the Cash Value of this Policy on the date of the Primary Insured’s death; or 2.      the minimum death benefit a or b below, corresponding to the Life Insurance Compliance Test shown on the Policy Schedule pages:
	a.      Guideline Premium Test: The Limitation Percentage as shown on the Policy Schedule pages, multiplied by the Cash Value of this Policy on the date of the Primary Insured’s death; or b.      Cash Value Accumulation Test: The Limitation Percentage as shown on the Policy Schedule pages, multiplied by the difference of the Cash Value of this Policy on the date of the Primary Insured’s death and any applicable Net Single Premium for Riders (which are Qualified Additional Benefits) on the date of the Primary Insured’s death, as shown on the Policy Schedule pages; or
	3.      the amount required for the Policy to qualify as a life insurance contract under Section 7702 of the Internal Revenue Code.
	If Option Type C is in effect, the death benefit is the greatest of:
	1.      the Option Type A benefit; or 2.      the Specified Amount multiplied by the factor K, plus the Cash Value of this Policy on the date of the Primary Insured’s death, where the factor K is equal to the lesser of:
	a.      1; or b.      .04 multiplied by (95 minus the Primary Insured’s Attained Age at death).
	The factor K will never be less than zero; or
	3.      the amount required for the Policy to qualify as a life insurance contract under Section 7702 of the Internal Revenue Code.
Compliance with Federal Tax Code	This Policy is intended to qualify under Section 7702 of the Internal Revenue Code as a life insurance contract for federal tax purposes. The provisions of the Policy (including any Rider or endorsement) will be interpreted or amended to ensure such qualification, regardless of any language to the contrary.
	To the extent that the death benefit is increased to maintain qualification as a life insurance policy, We will make appropriate adjustments to any Monthly Deductions and any supplemental coverage and benefits (retroactively and prospectively) that are consistent with such an increase. We may deduct retroactive adjustments from the Cash Value or from any death benefits payable. Prospective adjustments will be reflected in the Monthly Deductions.

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	The Owner may choose either the Guideline Premium Test or the Cash Value Accumulation Test to qualify the Policy as a life insurance contract under Section 7702. The choice made by the Owner is shown on the Policy Schedule pages as Life Insurance Compliance Test. Once made, the choice may not be changed.
Changes	After the third policy year, the Owner may change the Option Type by Written Notice. Changes will be effective on the first Monthiversary on or next following the day We receive Written Notice. No Changes in Option Type will be allowed if the resulting Specified Amount would be less than the Band 2 Minimum Specified Amount shown on the Policy Schedule pages.
	We will adjust the Specified Amount so that the Amount at Risk, on the effective date of change to a new Option Type, is the same as under the prior Option Type.
	The Specified Amount may be increased at any time, and may be decreased at any time after the third policy year, by Written Notice. Until the later of the end of the Surrender Charge period or the Anniversary on or following the Primary Insured’s 65th birthday, We may limit any decrease to no more than 20% of the then current Specified Amount. All changes to the Specified Amount are subject to the following:
	1.      Any decrease will become effective on the first Monthiversary on or next following the date We receive Written Notice. Any such decrease will reduce the Specified Amount in the following order:
	a.      against the Specified Amount provided by the most recent increase; b.      against the next most recent increases successively; and c.      against the Specified Amount provided under the original application.
	No decrease will be allowed if:
	a.      the Specified Amount after any requested decrease would be less than the Band 2 Minimum Specified Amount shown on the Policy Schedule pages; or b.      the requested decrease would force a cash withdrawal in order to maintain compliance with the definition of a life insurance contract as defined by the Internal Revenue Code and applicable regulations; or c.      the decrease would cause the Policy to enter a grace period.
	2.      Any request for an increase in Specified Amount must be applied for on a supplemental application, and it must include evidence of insurability satisfactory to Us. Such increase, if approved by Us, will become effective on the first Monthiversary on or next following Our written approval. Requested increases in Specified Amount must be for a minimum of $10,000, and must be applied for prior to the Primary Insured’s 86th birthday.
	Only one change in the Option Type or the Specified Amount will be allowed within each policy year. Changes to Option Type are permitted prior to the Anniversary on or following the Primary Insured’s 95th birthday.
	If the Specified Amount is changed and the resulting Specified Amount causes a change in the Rate Band, the Cost of Insurance and Per Unit Charges for the new Rate Band will apply starting with the effective date of the change.

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Death Benefit Proceeds	The Death Benefit Proceeds is the amount payable by Us under this Policy, provided the Policy has not terminated prior to the death of the Primary Insured. Except as provided in the Suicide section of the General Provisions, the Death Benefit Proceeds will be equal to:
	1.      The death benefit; minus 2.      Any Monthly Deductions due during the grace period; minus 3.      Any outstanding policy loans; minus 4.      Any accrued loan interest.
PREMIUM PROVISIONS
Payment	The Initial Premium shown on the Policy Schedule pages must be paid on or before the Policy Date. All premiums after the Initial Premium are payable at Our Office.
Premiums	The amount and frequency of Planned Premiums are shown on the Policy Schedule pages. The amount and frequency may be changed upon request, subject to Our approval.
	While this Policy is In Force, additional premiums may be paid at any time. We may limit or refund any premium if:
	1.      The amount is below Our current minimum payment requirement; or 2.      The premium would increase the death benefit by more than the amount of the premium; or 3.      The premium would disqualify this Policy as a life insurance contract as defined by the Internal Revenue Code and applicable regulations.
	We may require evidence of insurability before accepting a premium that would increase the death benefit by more than the amount of the premium.
	No future payments will be accepted after the Anniversary on or following the Primary Insured’s 100th birthday, with the exception of loan interest and loan repayments.
Grace Period	If the Net Surrender Value on any Monthiversary is not sufficient to cover the Monthly Deductions on such day, We will mail a grace period notice to the Owner’s last known address and to any assignee of record. In the notice, a grace period of 61 days is allowed for payment of premiums after the mailing date of the notice. The notice also shows the minimum payment required and the final date on which such payment must be received by Us to keep the Policy In Force. The Policy will remain In Force during the grace period. If the minimum amount due is not received by Us within the grace period, all coverage under the Policy and any Riders will terminate, without value, at the end of the grace period.

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	Until the No-Lapse Date shown on the Policy Schedule pages, no grace period will begin provided the total premiums received (minus any withdrawals, outstanding loans, accrued loan interest and Surrender Charge assessed upon a decrease in the Specified Amount that has been deducted from the Cash Value) equals or exceeds the Policy’s cumulative Minimum Monthly Guarantee Premium for each month from the Policy Date up to and including the current month. The Policy’s Minimum Monthly Guarantee Premium for the first month is shown on the Policy Schedule pages. The Policy’s Minimum Monthly Guarantee Premium for a subsequent month is the same as the first month unless there is a policy change or the Specified Amount is changed.
Changes to the Minimum Monthly Guarantee Premium	If the Specified Amount is increased or decreased or if there is a policy change, the Minimum Monthly Guarantee Premium will be adjusted at the time of the change. The Owner will be notified by Us of the new Minimum Monthly Guarantee Premium.
Reinstatement	If this Policy Lapses, it may be reinstated subject to the following:
	1.      Receipt at Our Office of a Written Notice requesting Reinstatement. Such notice must be within five years of the date of Termination; 2.      Receipt of evidence of insurability, satisfactory to Us; 3.      Receipt at Our Office of a premium sufficient to reinstate the Policy.
	If reinstated after the No-Lapse Date, the required premium will be an amount sufficient to provide a net premium, as follows:
	a.      Any uncollected Monthly Deductions due up to the time of Termination; plus b.      Two Monthly Deductions due in advance at the time of Reinstatement; plus c.      An amount sufficient to increase the Cash Value above the surrender charges in effect at the time of Reinstatement.
	If reinstated before the No-Lapse Date, the required premium will be the lesser of the premium described above or the following:
	a.      The total Minimum Monthly Guarantee Premium from issue through the month of Lapse; plus b.      Two months of Minimum Monthly Guarantee Premium; minus c.      Any premiums already paid net of any withdrawals, outstanding loans, accrued loan interest, and Surrender Charge assessed upon a decrease in the Specified Amount that has been deducted from the Cash Value.
	The effective date of Reinstatement shall be the date We approve the application for Reinstatement. Any policy loan as of the date of Termination will not be reinstated. Any Cash Value equal to the policy loan on the date of Reinstatement will also not be reinstated. On the first Monthiversary following Reinstatement, any previously uncollected Monthly Deductions due up to the time of the Policy’s Termination date will be taken.

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SEPARATE ACCOUNT PROVISIONS

The Separate Account	The variable benefits under this Policy are provided through the Separate Account as shown on the Policy Schedule pages. The assets of the Separate Account are Our property. Assets equal to the reserve and other contractual liabilities under all policies issued in connection with the Separate Account will not be charged with liabilities arising out of any other business We may conduct. If the assets of the Separate Account exceed the liabilities arising under the policies supported by the Separate Account, then the excess may be used to cover the liabilities of Our general account. The assets of the Separate Account shall be valued as often as any policy benefits vary, but no less frequently than monthly.
Subaccounts	The Separate Account has various Subaccounts with different objectives. We may add or remove any Subaccount of the Separate Account. Income, if any, and any gains or losses, realized or unrealized, from assets in each Subaccount are credited to, or charged against, the amount allocated to that Subaccount without regard to income, gains, or losses in other Subaccounts. Any amount charged against the investment base for federal or state income taxes will be deducted from that Subaccount. The assets of each Subaccount are invested in shares of a corresponding Fund portfolio. The value of a portfolio share is based on the value of the assets of the portfolio, determined at the end of each Valuation Period in accordance with applicable law.
Market Timing	One or more of the designated Funds has not been designed to accommodate professional market timing organizations or other persons that use programmed, large frequent transfers, commonly known as market timing. The use of such transfers may be disruptive to the Subaccounts that invest in such Fund(s) and the operations of the Fund portfolios in which they invest and may increase transaction costs. We may reject any premium payment or transfer request from any person if, in our judgment, the payment or transfer or series of transfers would have a negative impact on the Subaccounts or Fund portfolios operations, or if a Fund portfolio would reject our purchase order. We may impose other restrictions on transfers or even prohibit them for any Owner who, in our view, has abused, or appears likely to abuse, the transfer privilege.
Transfers	The Owner may transfer all or a portion of this Policy’s value in each Subaccount to other Subaccounts or the Fixed Account subject to the limitations imposed under the Transfers section of the Fixed Account Provisions of this Policy. We may charge a $25 fee for each transfer in excess of one per policy month or twelve per policy year. This charge will be deducted from the funds transferred. A request for a transfer must be made in a form satisfactory to Us. The transfer will ordinarily take effect on the first Valuation Date on or following the date the request is received at Our Office. We may establish rules regarding, among other things, the minimum and maximum amounts you may transfer and the frequency of transfers.
	During the first policy year, any transfers may result in the application of higher Monthly Per Unit Charges for the remainder of the Monthly Per Unit Charge duration, as described in the Monthly Per Unit Charge section.
Changes	As permitted by applicable law, We may make changes to the Separate Account and Subaccounts which may include:

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	1.      Transferring assets of the Separate Account or any Subaccount, which We determine to be associated with the class of contracts to which this Policy belongs, to another separate account or subaccount. In the event We make such a transfer, the term “Separate Account” or “Subaccount” as used in this Policy shall mean the separate account or subaccount to which We transfer the assets;
	2.      Removing, combining, or adding Subaccounts and making the combined or added Subaccounts available for allocation of Net Premiums;
	3.      Closing certain Subaccounts to allocations of new Net Premiums by current or new Owners;
	4.      Combining the Separate Account or any Subaccount(s) with one or more different Separate Account(s) or Subaccount(s);
	5.      Establishing additional Separate Accounts or Subaccounts to invest in new portfolios of the Fund(s).
	6.      Operating the Separate Account as a management investment company;
	7.      Managing the Separate Account at the direction of a committee;
	8.      Endorsing the Policy, as permitted by law, to reflect changes to the Separate Account and Subaccounts as may be required by applicable law;
	9.      Changing the investment objective of a Subaccount;
	10.    Substituting, adding, or deleting Fund portfolios in which Subaccounts currently invest Net Premiums, to include portfolios of newly designated Funds;
	11.    Funding additional classes of variable life insurance contracts through the Separate Account; and
	12.    Restricting or eliminating any voting privileges of owners or other persons who have voting privileges in connection with the operation of the Separate Account.
	As required by law or regulation, We will not make changes unless We first file a statement with and receive approval from the appropriate official of the state of Our domicile, or unless such change is deemed approved in accordance with law or regulation. If required, such approval of any change will also be filed with the insurance department of the state where this Policy is delivered.
Unit Value	Some of the policy values fluctuate with the investment results of the Subaccounts. In order to determine how investment results affect the policy values, a unit value is determined for each Subaccount. The unit value of each Subaccount was originally established at $10 per unit. The unit value may increase or decrease from one Valuation Period to the next. Unit values also will vary between Subaccounts. The unit value of any Subaccount at the end of a Valuation Period is the result of:
	1.      The total value of the assets held in the Subaccount. This value is determined by multiplying the number of shares of the designated Fund portfolio owned by the Subaccount times the net asset value per share; minus

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	2.      The accrued risk charge for adverse mortality and expense experience. The daily amount of this charge is equal to the daily net assets of the Subaccount, multiplied by the daily equivalent of the Mortality and Expense Risk Charge. The maximum annual factor for the Mortality and Expense Risk Charge is shown on the Policy Schedule pages; minus
	3.      The accrued amount of reserve for any taxes or other economic burden resulting from the application of tax laws that are determined by Us to be properly attributable to the Subaccount; and the result divided by
	4.      The number of outstanding units in the Subaccount.
	The use of the unit value in determining policy values is described in the Policy Value Provisions.
FIXED ACCOUNT PROVISIONS
Fixed Account	The Owner may allocate any portion of the Net Premiums to the Fixed Account. The Fixed Account is part of Our general account. Our general account consists of all assets that We own except those in the Separate Account and other separate accounts We may have. Except as limited by law, We have sole control over investment of the assets in Our general account. The Owner may allocate Net Premiums to the Fixed Account and transfer amounts between the Separate Account and the Fixed Account (subject to the following Transfers section).
Fixed Account Interest Rate	The Net Premium allocated to the Fixed Account will accrue interest from the Valuation Date on which We allocate it to the Fixed Account, as described in the Policy Value Provisions. Interest on the Fixed Account will be compounded daily at a minimum guaranteed effective annual interest rate of 2% per year. We may declare from time to time various higher current interest rates on the unloaned portion of the Fixed Account. We will never declare an interest rate that is lower than the guaranteed minimum effective annual interest rate.
Transfers	On transfers from the Fixed Account to a Subaccount, We may impose the following limitations:
	1.      Written Notice must be received by Us within 30 days after an Anniversary; 2.      The transfer will take place on the date We receive such Written Notice. 3.      The maximum amount that may be transferred is the greater of (a) 25% of the amount in the Fixed Account, or (b) the amount transferred in the prior policy year from the Fixed Account.
	Unless We otherwise consent, transfers or allocation of Premiums to the Fixed Account may be restricted if the Fixed Account Value excluding the loan reserve following the transfer or allocation will exceed the Fixed Account Value Limit shown on the Policy Schedule pages. This restriction will not apply for any transfer made under the Conversion Rights section of the General Provisions of this Policy.
	We may defer payment of any amounts from the Fixed Account for no longer than six months after We receive such Written Notice.

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POLICY VALUE PROVISIONS

Net Premium	The applicable Net Premium equals the premium paid multiplied by the Net Premium Factor shown on the Policy Schedule pages.
Allocation of Net Premiums	Net Premiums will be allocated to the Subaccounts of the Separate Account and the Fixed Account on the first Valuation Date on or following the date the premium is received at Our Office. Any Net Premium received prior to the Policy Date will be allocated on the first Valuation Date on or following the Policy Date. All Net Premiums allocated prior to the Reallocation Date will be allocated to the Reallocation Account. On the first Valuation Date on or following the Reallocation Date, the values in the Reallocation Account will be transferred in accordance with the Owner’s allocation as shown in the application.
	We may limit any allocation to any Account to no less than 1%. No fractional percentages may be permitted. The allocation may be changed by the Owner. The request for change of allocations must be in a form satisfactory to Us. The allocation change will be effective on the date the request for change is recorded by Us. Any allocation changes made during the first policy year may result in the application of higher Monthly Per Unit Charges for the remainder of the Monthly Per Unit Charge duration, as described in the Monthly Per Unit Charge section.
Monthly Deductions	On the Policy Date and each Monthiversary prior to the Anniversary on or following the Primary Insured’s 100th birthday, a Monthly Deduction will be taken equal to the sum of the following:
	1.      The Monthly Policy Charge for this Policy; 2.      The Monthly Cost of Insurance for this Policy; 3.      The Monthly Per Unit Charge for this Policy; 4.      The portion of the Monthly Deductions for benefits provided by Riders attached to this Policy; and 5.      The Surrender Charge upon a decrease in the Specified Amount on the effective date of the decrease.
	Deductions will be withdrawn from each Account in proportion to the value each bears to the Cash Value.
	The Monthly Deductions will be reduced to zero after the Anniversary on or following the Primary Insured’s 100th birthday.
Monthly Policy Charge	Both the Initial and Guaranteed Monthly Policy Charge are shown on the Policy Schedule pages. We may increase the Monthly Policy Charge up to the Guaranteed Monthly Policy Charge after the first policy year. Any change in this charge will be applied uniformly to all policies in effect for the same length of time.
Monthly Cost of Insurance	The Monthly Cost of Insurance on each Monthiversary is determined as follows:
	1.      Determine the death benefit on the Monthiversary.
	2.      Reduce the death benefit by the Cash Value on the Monthiversary in the following order until all Cash Value has been applied.

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	a.      against the Specified Amount provided under the original application; b.      against the Specified Amount provided by the oldest increase; c.      against the Specified Amount provided by the next oldest increase and each successive increase; and d.      against the Specified Amount provided by the most recent increase.
	This results in the Amount at Risk for the Policy.
	3.      Divide the Amount at Risk by 1,000 to arrive at the number of thousands of Amount at Risk.
	4.      Multiply the number of thousands of Amount at Risk by the appropriate Monthly Cost of Insurance Rate(s) to arrive at the Monthly Cost of Insurance.
Monthly Cost of Insurance Rates	To determine the Monthly Cost of Insurance Rates, We will refer to the current Cost of Insurance rate tables in effect for this Policy using the Primary Insured’s sex and Issue Age, Rate Band, Rate Class, and the duration from the Policy Date or from the date of any increase in Specified Amount. Different Monthly Cost of Insurance Rates may apply to increases in the Specified Amount following the Policy Date. Monthly Cost of Insurance Rates may be changed by Us from time to time. A change in the Cost of Insurance rates will apply to all persons of the same Attained Age, sex, Rate Band, Rate Class, and whose policies or increases have been in effect for the same length of time. The rates will not exceed those shown in the Table of Guaranteed Maximum Life Insurance Rates on the Policy Schedule pages.
Monthly Per Unit Charge	The Monthly Per Unit Charge for the Policy and any Riders is part of the Monthly Deductions and is calculated each Monthiversary as follows:
	1.      The Current Per Unit Charge for the Specified Amount on the Policy Date; plus 2.      The Current Per Unit Charge for any in-force Rider that has a Per Unit Charge; plus 3.      The Current Per Unit Charge for each increase in Specified Amount caused by either a Rider or a requested increase; less 4.      The Current Per Unit Charge for any Specified Amounts that have been decreased.
	For each of items 1 to 3 above, the Monthly Per Unit Charge will be charged for no more than 20 years from the Policy Date or from the date any Rider or any increase becomes effective. The Current Per Unit Charge rates on the Policy Date and the Guaranteed Per Unit Charge rates for the Policy and for each applicable Rider are shown on the Policy Schedule pages. If the owner makes any transfers or changes in net premium allocations during the first policy year, We may increase the Monthly Per Unit Charge rates up to the Guaranteed Per Unit Charge rates shown on the Policy Schedule page, for the remainder of the Monthly Per Unit Charge duration. If the owner does not make any transfers or changes in net premium allocations during the first policy year, the Guaranteed Per Unit Charge rates will be the same as the first policy year Current Per Unit Charge rates shown on the Policy Schedule page. Any change in the Current Per Unit Charge rate will be applied uniformly to all persons of the same Attained Age, Rate Band, and whose policies or increases have been in effect for the same length of time.

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	If the Specified Amount is increased, the Monthly Per Unit Charge for the Specified Amount increase will be charged for no more than 20 years from the date of the increase, and will be calculated as follows:
	1.      The increase in the Specified Amount, divided by 1,000, times 2.      The Current Per Unit Charge rate.
	The Monthly Per Unit Charge rate for each increase will be based on the Primary Insured’s Attained Age at the time of the increase.
	To calculate item 4 above, any decrease in the Specified Amount will reduce the Monthly Per Unit Charge then in effect by the amount of the Monthly Per Unit Charge associated with the Specified Amounts that were decreased. Decreases in the Specified Amount may place the total Specified Amount into a lower Rate Band, resulting in the application of a higher Monthly Per Unit Charge rate to the total in-force Specified Amount. The Current Per Unit Charge rate at issue and the Guaranteed Per Unit Charge rate for each Rate Band are shown on the Policy Schedule pages.
	The Rate Band in effect at the time of each Monthly Deduction will be used to determine the appropriate Monthly Per Unit Charge rate(s) that apply to the calculation of the Monthly Per Unit Charge for each segment of the Specified Amount then In Force.
Subaccount Value	At the end of any Valuation Period, the Subaccount Value is equal to the number of units that the Policy has in the Subaccount, multiplied by the unit value of that Subaccount.
	The number of units that the Policy has in each Subaccount is equal to:
	1.      The initial units purchased on the Policy Date; plus 2.      Units purchased at the time additional Net Premiums are allocated to the Subaccount; plus
	3.      Units purchased through transfers from another Subaccount or the Fixed Account; minus 4.      Those units that are redeemed to pay for Monthly Deductions as they are due; minus 5.      Any units that are redeemed to pay for cash withdrawals; minus 6.      Any units that are redeemed as part of a transfer to another Account.
	The number of units purchased in or redeemed from a Subaccount is determined by dividing the dollar amount of each purchase or redemption by the unit value of the Subaccount as of the first Valuation Date on or following the date of purchase or redemption.
Fixed Account Value	At the end of any Valuation Period, the Fixed Account value is equal to:
	1.      The sum of all Net Premiums allocated to the Fixed Account; plus 2.      Any amounts transferred from a Subaccount to the Fixed Account; plus 3.      Total interest credited to the Fixed Account; minus 4.      Any amounts charged to pay for Monthly Deductions as they are due; minus 5.      Any amounts withdrawn from the Fixed Account to pay for cash withdrawals; minus 6.      Any amounts transferred from the Fixed Account to a Subaccount.
Cash Value	At the end of any Valuation Period, the Cash Value of the Policy is equal to the sum of the Subaccount Values plus the Fixed Account value.
Surrender	While this Policy is In Force, the Owner may Surrender the Policy for the Net Surrender Value. Payment will usually be made within seven days of receipt of Written Notice, subject to the Policy Payment section of the General Provisions.

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Net Surrender Value	The Net Surrender Value is the amount payable upon Surrender of the Policy. At the end of any Valuation Period, the Net Surrender Value is equal to:
	1.      the Cash Value as of such date, minus 2.      any Surrender Charge as of such date, minus 3.      any outstanding policy loan, minus 4.      any accrued loan interest.
Surrender Charge	During the first eight (8) policy years, a Surrender Charge will be incurred upon Surrender of this Policy. This charge will be based upon the Table of Surrender Charges shown on the Policy Schedule pages.
	During the first eight (8) years following each increase in the Specified Amount, an additional Surrender Charge will be effective based upon the amount of the increase and the Attained Age and Rate Class of the Primary Insured at the time of the increase.
Surrender Charge Upon Decrease in Specified Amount	During the first eight (8) policy years, or during the eight-year period subsequent to each increase in Specified Amount, Surrender Charges will be assessed against the Cash Value upon a requested decrease in coverage. We will deduct this charge on the Monthiversary on which the decrease in Specified Amount is effective. For decreases which reduce any increase in its entirety, the full Surrender Charge as determined under the preceding Surrender Charge section will be assessed against that portion of the decrease equal to the increase. For decreases which partially reduce any previous Increase in Specified Amount or initial Specified Amount, a partial Surrender Charge will be assessed. This partial Surrender Charge will be equal to:
	1.      the amount of the Specified Amount decrease, multiplied by 2.      the Surrender Charge applicable to that portion of the reduction in Specified Amount.
	Surrender Charges associated with a decrease in the Specified Amount will be charged in the following order:
	1.      the Surrender Charges for the Specified Amount provided by the most recent increase; 2.      the Surrender Charges for the Specified Amount provided by the next most recent increase and each next most recent increase; 3.      the Surrender Charges for Specified Amount provided by the oldest increase; and 4.      the Surrender Charges for the Specified Amount provided under the original application.
	A Surrender Charge will not be deducted from the Cash Value when a Specified Amount decrease results from a change in Option Type or a withdrawal when the death benefit is Option Type A or Option Type C. If a Surrender Charge is deducted due to a decrease in Specified Amount, any future Surrender Charges incurred during the Surrender Charge period will be based on the reduced Specified Amount.

Page 21

Withdrawals	Cash withdrawals may be made any time after the first policy year and while this Policy is In Force. Only one withdrawal is allowed during a policy year. During the first five policy years, the amount of a withdrawal may be limited to no less than $500 and to no more than 10% of the Net Surrender Value. After the first five policy years, the amount of a withdrawal may be limited to no less than $500 and to no more than the Net Surrender Value less $500. The remaining Net Surrender Value following a withdrawal may not be less than $500. The request for a withdrawal must be by Written Notice to Us. A processing fee of the lesser of 2% of the amount withdrawn or $25.00 will be deducted from each withdrawal amount and the balance paid to the Owner.
	When a withdrawal is made, the Cash Value shall be reduced by the amount of the withdrawal. If the death benefit is Option Type A, or if the death benefit is Option Type C and the Attained Age is 71 or greater, the Specified Amount shall also be reduced by the amount of the withdrawal. These reductions will result in a reduction in the death benefit, which may be determined from the Death Benefit Provisions. No withdrawal will be allowed if the resulting Specified Amount would be less than the Band 2 Minimum Specified Amount shown on the Policy Schedule pages.
	The Accounts from which the withdrawal will be made may be specified in the Written Notice. If no Account is specified, the withdrawal amount will be withdrawn from each Account in accordance with the Owner’s current premium allocation instructions. Payment will usually be made within seven days of Written Notice, subject to the Policy Payment section of the General Provisions of this Policy.
Continuation of Insurance	Subject to the Grace Period section of the Premium Provisions, insurance coverage under this Policy and any benefits provided by Rider will be continued In Force until the Net Surrender Value is insufficient to cover Monthly Deductions. This provision shall not continue any Rider beyond the date of its Termination, as provided in the Rider.
Insufficient Value	If the Net Surrender Value on any Monthiversary is not sufficient to cover the Monthly Deductions then due, this Policy shall terminate subject to the Grace Period section of the Premium Provisions.
Basis of Computations	Policy values and reserves are at least equal to those required by law. A detailed statement of the method of computation of values and reserves has been filed with the insurance department of the state in which this Policy was delivered.
Policy Loans	After the first policy year and during the continuance of this Policy, the Owner can borrow against this Policy an amount which is not greater than 90% of the Net Surrender Value. The amount of any policy loan may be limited to no less than $500, except as noted below.
	When a loan is made, an amount equal to the loan will be withdrawn from the Accounts and transferred to the loan reserve. The loan reserve is a portion of the Fixed Account used as collateral for any policy loan. We will credit the amount in the loan reserve with an effective annual interest rate of 2.00%. The Owner may specify the Account(s) from which the withdrawal will be made. If no Account is specified, the withdrawal will be made from each Account in accordance with the Owner’s current premium allocation instructions.

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	The loan date is the date We process a loan request. Payment will usually be made within seven days of the date We receive a proper loan request, subject to the Policy Payment section of the General Provisions of this Policy. This Policy will be the sole security for the loan.
	While this Policy is In Force, any loan may be repaid. Any amounts received on this Policy will be considered premiums unless clearly marked as loan repayments.
	On each policy Anniversary, We charge an annual interest rate on each policy loan. Interest not paid when due will be added to the loan and will bear interest up to the maximum policy loan rate. The annual interest rate is guaranteed not to exceed 3.00%. From time to time, We may declare various lower policy loan interest rates. We may also apply different loan interest rates to different parts of the loan.
	After the 10th policy year, We will declare a preferred loan charge rate on an amount equal to the Cash Value minus total premiums paid (less any cash withdrawals) and minus any outstanding loan amount, including accrued loan interest. After the Anniversary on or following the Primary Insured’s 100th birthday, all loans are considered preferred loans. The preferred loan interest rate charged is guaranteed not to exceed 2.25%.
	At each Anniversary, We will compare the amount of the outstanding loan to the amount in the loan reserve. At each such time, if this amount plus any accrued loan interest exceeds the amount in the loan reserve, We will withdraw the difference from the Accounts and transfer it to the loan reserve, in the same fashion as when a loan is made. If the amount in the loan reserve exceeds the amount of the outstanding loan, plus any accrued loan interest, We will withdraw the difference from the loan reserve and transfer it to the Accounts in accordance with the Owner’s current allocation instructions. However, We may require that the transfer be directed to the Fixed Account if such loans were originally transferred from the Fixed Account.
SETTLEMENT OPTIONS
Effective Date and First Payment Due	The effective date of a settlement provision will be either the date of Surrender or the date of death. The first payment will be on the effective date of the settlement provision.
Improvement of Monthly Annuity	The payee will receive the greater of:
	1.      The income rate guaranteed in this Policy, or 2.      Our income rates in effect at the time income payments commence.
Availability	If the payee is not a natural person, an optional method of settlement is only available with Our permission. No optional method of settlement is available if:
	1.      The payee is an assignee, or 2.      The periodic payment is less than $100.

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Age	Age, when required, means age nearest birthday on the effective date of the option. We will furnish rates for other ages and for two males or two females upon request.
Proof of Age and Sex	Prior to making the first payment under this Policy, We may require satisfactory evidence of the date of birth and sex of any payee. If required by law to ignore the differences in sex of any payee, annuity payments will be determined using unisex rates.
Proof of Survival	Prior to making any payment under this Policy, We may require satisfactory evidence that any payee is alive on the due date of such payment.
Interest and Mortality	All settlement options are based on the Annuity 2000 Mortality Table, if applicable, and a guaranteed annual interest rate of 2%.

TABLE OF OPTIONAL METHODS OF SETTLEMENT

DESCRIPTION AND TABLES OF MONTHLY INSTALLMENT

PER $1,000 OF PROCEEDS

Option A - Fixed Period The proceeds will be paid in equal installments. The amount of each monthly installment is determined by multiplying the appropriate factor times the proceeds as of the effective date of settlement divided by $1,000. The installments will be paid over a fixed period determined from the following table:

Fixed Period (In Months)	Factor
60	17.49
120	9.18
180	6.42
240	5.04

Option B - Life Income	The proceeds will be paid in equal installments determined by the follwing table. Such payments are payable:
	1.      during the payee’s lifetime only (Life Annuity); or 2.      during a 10-year fixed period certain and for the payee’s remaining lifetime (Certain Period); or 3.      until the sum of installments paid equals the annuity proceeds applied and for the payee’s remaining lifetime (Installment Refund).

Payee’s Age	Life Annuity			Certain Period			Installment Refund
	Male	Female	Unisex	Male	Female	Unisex	Male	Female	Unisex
55	3.60	3.45	3.50	3.57	3.43	3.47	3.37	3.29	3.31
60	4.07	3.87	3.93	4.01	3.83	3.89	3.72	3.62	3.65
65	4.72	4.43	4.52	4.59	4.35	4.43	4.16	4.05	4.08
70	5.63	5.22	5.34	5.32	5.05	5.13	4.72	4.59	4.63
75	6.87	6.38	6.52	6.18	5.94	6.01	5.47	5.32	5.37
80	8.62	8.08	8.24	7.12	6.96	7.01	6.41	6.29	6.33
85	11.09	10.63	10.77	7.97	7.93	7.94	7.63	7.58	7.60
90	14.50	14.29	14.36	8.61	8.60	8.60	9.17	9.17	9.17

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Option C - Joint and Survivor Life Income The proceeds will be paid in equal installments during the joint lifetime of two payees:

1.      Continuing upon the death of the first payee for the remaining lifetime of the survivor, or 2.      Reduced by one-third upon the death of the first payee and continuing for the remaining lifetime of the survivor.

Joint Life Income with Full Amount to Survivor						Joint Life Income with 2/3 to Survivor
	Female						Female
Male	55	60	65	70	75	Male	55	60	65	70	75
55	3.06	3.19	3.31	3.41	3.48	55	3.35	3.53	3.73	3.94	4.16
60	3.17	3.37	3.55	3.72	3.85	60	3.53	3.75	3.99	4.25	4.53
65	3.27	3.52	3.79	4.05	4.27	65	3.72	3.98	4.28	4.61	4.98
70	3.34	3.65	4.00	4.37	4.73	70	3.91	4.22	4.59	5.01	5.49
75	3.38	3.73	4.16	4.65	5.18	75	4.10	4.46	4.90	5.43	6.05

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WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

Flexible Premium Variable Life Insurance Policy

Death Benefit Proceeds Payable at Death of Primary Insured

Flexible Premiums Payable During Lifetime of Primary Insured

Non Participating - No Dividends

Some Benefits Reflect Investment Results

EX-99.RETREATY

Exhibit 27(g)(iii)

Reinsurance Treaty dated September 1, 2003

AUTOMATIC POOL REINSURANCE AGREEMENT

referred to in this Document as the “Agreement”

EFFECTIVE September 1, 2003

among

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

referred to in this Agreement as the “Ceding Company”

and

Name of Reinsurer

An agreement that acknowledges but does not name the other Pool Reinsurers.

TABLE OF CONTENTS

Article 1	Scope of the Agreement	Page 1
	Party to the Agreement
	Effective Date of the Agreement
	Scope of the Agreement
	Duration of the Agreement
Article 2	Reinsurance Coverage	Page 2
	Automatic Reinsurance
	Facultative Reinsurance
	Basis of Reinsurance
Article 3	Procedures	Page 4
Article 4	Liability	Page 6
Article 5	Reinsurance Rates and Payments	Page 6
	Tax Reimbursement
	Experience Refund
Article 6	Changes to the Reinsurance	Page 9
	Errors and Oversights
	Misstatement of Age or Sex
	Changes to the Underlying Policy
	Reductions, Terminations and Reinstatements
Article 7	Recapture	Page 11
Article 8	Claims	Page 12
Article 9	Arbitration	Page 16
Article 10	Insolvency	Page 18
Article 11	Inspection of Records	Page 19
Article 12	Offset	Page 19
Article 13	Execution of the Agreement	Page 20

ARTICLE 1 – SCOPE OF THE AGREEMENT

1. Parties to the Agreement

The Reinsurer, together with a pool of companies (“Pool Reinsurers”), has agreed to provide reinsurance for the policies (the “Policies”) and certain optional riders available with the Policies (the “Riders”) as shown on Exhibit A to this Agreement, as such Exhibit may be amended from time to time by mutual agreement. The Policies and Riders will be issued by the Ceding Company, and will hereinafter be referred to collectively as the Policies. This Agreement covers the duties and obligations of the Ceding Company and the Reinsurer with regard to the reinsurance to be provided for the Policies. This Agreement is for indemnity reinsurance and the Ceding Company and the Reinsurer are the only parties to this Agreement.

There will not be any legal relationship or agreements in any manner between the Reinsurer and any person or entity having an interest of any kind in the Policies to be reinsured under this Agreement. There will not be any legal relationship or agreements between the Reinsurer and the other Pool Reinsurers, except that, WRL chooses and appoints a Reinsurer to this position. We do this after consulting with all Pool Reinsurers. Upon mutual agreement of all Pool Reinsurers, the Pool Reinsurers may together agree from time to time to appoint one of them to serve on behalf of all Pool Reinsurers to perform a certain leadership function on behalf of all the Pool Reinsurers, such as in the capacity as a “Lead Underwriting Reinsurer” for purposes of coordinating and facilitating the claims review and approval process which is normally a part of the reinsurance process. Any such request for this “lead” function shall be made by the requesting Reinsurer through the Ceding Company, and the Ceding Company shall be responsible for obtaining the written agreement of each Pool Reinsurer for this lead function to be performed and for the Pool Reinsurer selected to fulfill the lead function. Any lead function so enacted shall be revocable by any Pool Reinsurer upon sixty (60) days notice to the Ceding Reinsurer, who shall in turn notify the other Pool Reinsurers of the date that the lead function will no longer be in effect.

2. Form of Reinsurance

The form of reinsurance shall be First Dollar Quota Share.

3. Effective Date of the Agreement

This Agreement will go into effect at 12:01 A.M., September 1, 2003 and will cover policies shown in Exhibit A with an issue date of September 1, 2003 and thereafter.

ARTICLE 1 – SCOPE OF THE AGREEMENT – (Continued)

4. Scope of the Agreement

The text of this Agreement and all Exhibits, Schedules and Amendments are considered to be the entire agreement. There are no other understandings or agreements regarding the policies reinsured other than as expressed in this Agreement. Either the Ceding Company or the Reinsurer may make changes or additions to this Agreement, but they will not be considered to be in effect unless they are made by means of a written amendment, which has been signed by all parties.

The Retention Limits and Binding Limits of the Ceding Company as shown in Exhibit A are based only on the amounts of insurance administered by the administrative office of Aegon USA in St Petersburg, Florida and/or by any third party administrator administering insurance on behalf of this administrative office.

5. Duration of the Agreement

The duration of this Agreement will be unlimited. However, the Reinsurer may terminate its participation in the Agreement for new reinsurance at any time by giving the Ceding Company ninety (90) days prior written notice. The Ceding Company may terminate the participation of the Reinsurer by giving ninety (90) days prior written notice. Reinsurance will continue to be placed during the ninety (90)-day period. The Ceding Company has the right, upon termination of any Reinsurer under this Agreement, to re allocate the Reinsurer Percentages among the remaining Pool of Reinsurers to the Agreement.

Existing reinsurance will not be affected by the termination of this Agreement. Existing reinsurance will remain in force until the termination or expiry of the underlying policy on which reinsurance is based, as long as the Ceding Company complies with this Agreement and continues to pay reinsurance premiums as shown in Article 5 (Reinsurance Rates and Payment). The Reinsurer will accept liability for any claims or premium refunds which are not reported to it within ninety (90) days following the termination or expiry of the last cession reinsured under this Agreement, provided that the Ceding Company has taken prompt and reasonable action to identify those claims.

6. Definitions

Initial Specified Amount: Amount shown on the Policy Schedule page of the life insurance contract.

Pool Reinsurer Percentage: Reinsurer’s percentage of risk on Automatic Reinsurance and Special Pool Facultative Reinsurance.

ARTICLE 2 – REINSURANCE COVERAGE

1. Automatic Reinsurance

The Reinsurer will automatically accept reinsurance of life benefits for individually underwritten ordinary life policies on the lives of permanent residents of the United States or United States Territories in accordance with the provisions and limitations shown in Exhibit A.

The Reinsurer will also automatically accept reinsurance of Riders written with the covered life benefits, but only to the extent that the riders are specifically shown in Exhibit A, Part 1.

The Ceding Company has the right to modify its retention limits shown in Exhibit A, Part 2 at any time. If the retention limits are reduced, the Ceding Company will notify the Reinsurer in writing within thirty (30) days before reinsurance can be ceded on the basis of the reduced retention limits.

The Reinsurer has the right to amend the Automatic Acceptance Limits shown in Exhibit A, Part 3 if the Ceding Company modifies its retention limits. The Reinsurer also has the right to modify the Automatic Acceptance Limits if the Ceding Company elects to participate in another arrangement or arrangements to secure additional automatic binding capacity. However, the Reinsurer must exercise its option to amend the Automatic Acceptance Limits within ninety (90) days of notification of the change in retention limits or the placement of additional automatic binding capacity.

2. Facultative Reinsurance Outside This Agreement

The Ceding Company retains the right to reinsure facultatively with any reinsurer who is not a Pool Reinsurer. In such case, the risk shall not be covered under this Agreement. The Ceding Company will attempt to place business facultatively outside this Agreement only after having failed to obtain desired facultative reinsurance from among the Pool Reinsurers.

3. Basis of Reinsurance

Life reinsurance under this Agreement will be on the Monthly Renewable Term plan for the net amount at risk on the portion of the original policy that is reinsured into the Pool. The net amount at risk for any policy period will be calculated according to Exhibit C (Reinsurance Rates and Allowances), Part 1.

Riders ceded with life benefits will be reinsured as shown in Exhibit C. Any differences in the net amount at risk calculation for these benefits will be shown in Exhibit C.

ARTICLE 3 – PROCEDURES

1. Automatic Reinsurance

Individual notification for the placement of automatic reinsurance will not be necessary. Subject to Article 5 (Reinsurance Rates and Payment) and Exhibit B (Reinsurance Reporting Forms and Reinsurance Administration), new business or changes to existing reinsurance will be shown on the Ceding Company’s periodic billing report.

2. Facultative Reinsurance Inside This Agreement

Regular Facultative Reinsurance. If the amount of reinsurance required is in excess of the Ceding Company’s regular retention or if the case is being or has been submitted to other reinsurers for facultative consideration, the Special Pool Facultative Reinsurance coverage does not apply. On such cases, if the Reinsurer makes an offer to reinsure the risk, the Ceding Company must accept the offer during the lifetime of the proposed insured, but not later than one hundred twenty (120) days after the offer is made, to effect the reinsurance.

The Company’s acceptance of the Facultative Reinsurance offer will be documented by a dated notation in the Ceding Company’s underwriting file and subsequent formal notice to the Facultative Reinsurer.

3. Reference Materials

Upon request and subject to availability, the Ceding Company will use its best efforts to obtain reference materials, which may be required by the Reinsurer for proper administration of reinsurance under this Agreement.

ARTICLE 4 – LIABILITY

1. Automatic Reinsurance

Subject to the provisions of Article 6, Section 4 and Article 7, the liability of the Reinsurer for reinsurance placed automatically under this Agreement will begin and end simultaneously with that of the Ceding Company for the underlying policy on which reinsurance is based.

2. Facultative Reinsurance

The Reinsurer’s liability will commence at the same time as the Ceding Company’s liability provided the Reinsurer has made a facultative offer and that offer was accepted by the Ceding Company, during the lifetime of the insured and within one hundred twenty (120) days of the offer, in accordance with the terms in this agreement.

ARTICLE 4 – LIABILITY – (Continued)

3. Conditional Receipt Liability

The Reinsurer will be liable for its respective share of any losses under the terms of a Conditional Receipt or Temporary Insurance Receipt to the extent that the Ceding Company is liable.

4. Continuation of Liability

Continuation of the Reinsurer’s liability is conditioned on the Ceding Company’s payment of reinsurance premiums as shown in Article 5 (Reinsurance Rates and Payment) and is subject to Article 6 (Changes to the Reinsurance) and Article 7 (Recapture).

ARTICLE 5 – REINSURANCE RATES AND PAYMENTS

1. Reinsurance Rates

The rates that the Ceding Company will pay to the Reinsurer for reinsurance covered under this Agreement are shown in Exhibit C. The reinsurance rate payable for any cession for any accounting period will be calculated on the basis of the net amount at risk reinsured as of that period.

For reasons relating to deficiency reserve requirements by the various state insurance departments, the rates shown in Exhibit C cannot be guaranteed for more than one (1) year.

While the parties anticipate that reinsurance rates shown in Exhibit C will continue to be charged, it may become necessary to charge a guaranteed rate that is the greater of the rate from Exhibit C or the corresponding statutory net premium rate based on the required statutory valuation mortality table at 4.5% interest for the applicable mortality rating.

If the original policy is issued with interim insurance, the Ceding Company will pay the Reinsurer a reinsurance rate for the interim period that is the same percentage of the first year premium that the interim period bears to twelve (12) months. The rate that the Ceding Company pays the Reinsurer for the first policy year after the interim period will be calculated on the basis of the full annual reinsurance rate.

All financial transactions under this Agreement will be in United States dollars, unless the parties mutually agree to use other currencies. Specifications of the currencies and details of currency conversion procedures will be shown in Exhibit C, if necessary.

ARTICLE 5 – REINSURANCE RATES AND PAYMENTS – (Continued)

2. Payments

The Ceding Company will be responsible for administration of the periodic reporting of its statements of account and payment of balances due to the Reinsurer as shown in Exhibit B.

Within thirty (30) days after the close of each reporting period, the Ceding Company will send the Reinsurer a statement of account for that period along with payment of the full balance due. If the statement of account shows a balance due the Ceding Company, the Reinsurer will remit the appropriate amount within thirty (30) days of receipt of the statement of account.

In order to eliminate reporting of trivial amounts, the Ceding Company will send a statement of account to the Reinsurer monthly, but will only send payment when the total balance due equals or exceeds $100.00.

The Ceding Company’s timely payment of reinsurance premiums is a condition precedent to the continued liability of the Reinsurer. If the Ceding Company has not paid the balance due to the Reinsurer by the thirty-first (31^st) day following the close of the reporting period, the Reinsurer has the right to give thirty (30) days’ written notice of its intention to terminate the reinsurance on which the balance is due and unpaid.

At the end of this thirty (30) day period, the liability of the Reinsurer will automatically terminate for all reinsurance on which balances remain due and unpaid, including reinsurance on which balances became due and unpaid during and after the thirty (30)-day notice period. Even though reinsurance has been terminated, the Ceding Company will continue to be liable for the payment of unpaid balances along with interest charges equivalent to the 30 Day Treasury Bill rate as published in the Money Rate Section or any successor section of The Wall Street Journal on the first business day following the date the premiums are deemed delinquent.

Reinsurance terminated for non-payment of balances due may be reinstated at any time within sixty (60) days of the date of termination, by the Ceding Company’s payment of all balances due and interest charged in full to the Reinsurer. However, the Reinsurer will have no liability for claims incurred between the termination date and the reinstatement date.

ARTICLE 5 – REINSURANCE RATES AND PAYMENTS – (Continued)

3. Tax Reimbursements

Details of any reimbursement of premium taxes that the Ceding Company pays on behalf of reinsurance payments to the Reinsurer are shown in Exhibit C, Section 8. (Premium Taxes).

The parties mutually agree to the following pursuant to Section 1.848-2 (g) (8) of the Income Tax Regulation issued December 29, 1992 under Section 848 of the Internal Revenue Code of 1986, as amended. This election will be effective for all taxable years for which this Agreement remains in effect.

The terms used in this Section are defined in Regulation Section 1.848-2 in effect as of December 29, 1992. The term “net consideration” will refer to either net consideration as defined in Section 1.848-2 (f) or “gross premium and other consideration” as defined in Section 1.848-3 (b), as appropriate.

a) The party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the General Deductions Limitation of IRC Section 848 (c) (1).

b) The parties mutually agree to exchange information pertaining to the amount of net consideration under this Agreement on or before May 1 of each year to ensure consistency. The parties also mutually agree to exchange information otherwise required by the Internal Revenue Service. Any disputes regarding the information provided by the parties will be resolved on or before June 1 of each year.

4. Experience Refund

Details of any Experience Refund payable to the Ceding Company will be shown in Exhibit C. Section 11. (Experience Refund).

ARTICLE 6 – CHANGES TO THE REINSURANCE

1. Errors and Oversights

Unintentional clerical errors, omissions or misunderstandings in the administration of the Agreement by the Ceding Company or the Reinsurer shall not invalidate the reinsurance hereunder provided the error, omission or misunderstanding is corrected promptly after discovery. All parties shall be restored, to the extent possible, to the position they would have occupied had the error, omission or misunderstanding not occurred, but the liability of the

ARTICLE 6 – CHANGES TO THE REINSURANCE – (Continued)

1. Errors and Oversights – (Continued)

reinsurer under this Agreement shall in no event exceed the limits specified herein.

2. Misstatement of Age or Sex

If the misstatement of the age or sex of a reinsured life causes an increase or reduction in the amount of insurance in the underlying policy, all parties will share in the change in proportion to their original liabilities at the time the policy was issued, but the liability of the Reinsurer under this Agreement shall in no event exceed the limits specified herein.

3. Changes to the Underlying Policy

a) If any change is made to an underlying policy, the reinsurance will change accordingly. The Ceding Company will notify the Reinsurer of the change and the appropriate premium adjustment on its periodic statement of account.

b) Increases resulting from contractual provisions and policies, including policies in corridor, with increasing net amounts at risk will not be considered new business and will continue to be reinsured under this Agreement. Such increases will be reinsured on a point in scale basis utilizing the attained age reinsurance premiums.

c) Should an increase in the death benefit of policies that are not reinsured, but which are otherwise covered by this agreement up to the Auto Binding Limit, will also be reinsured on a point in scale basis utilizing the attained age reinsurance premiums.

d) All other increases up to the Automatic Binding Limit do not require the Reinsurer’s approval. Increases that would result in the total Net Amount of Risk exceeding the Automatic Binding Limits at the attained age of the insured are subject to the prior approval of the Reinsurer. The Ceding Company will provide the Reinsurer copies of all documents relating to the change in coverage.

4. Reductions, Terminations and Reinstatements

If any part of the underlying policy on a life reinsured under this Agreement is reduced or terminated, the amount reinsured will also be reduced or terminated to the extent that the Ceding Company will continue to maintain its appropriate retention limit as shown in Exhibit A for the issue age and table rating of the

ARTICLE 6 – CHANGES TO THE REINSURANCE – (Continued)

4. Reductions, Terminations and Reinstatements – (Continued)

insured. The Ceding Company will not be required to assume amounts in excess of the retention limit that was in force when the affected policy was issued.

Reductions or terminations to any one policy will neither affect nor change the Ceding Company’s retention on existing policies covering the same insured life.

The amount of the reduction will be applied on a proportional basis to the Reinsurer’s net amount at risk at the same proportion that the Reinsurer’s initial amount of reinsurance bore to the total initial amount reinsured.

If a policy reinsured under this Agreement is lapsed or terminated, the reinsurance coverage will also terminate.

If a policy reinsured automatically lapses and is reinstated in accordance with the Ceding Company’s standard rules and procedures, reinsurance for the amount at risk effective at the time of the lapse will be reinstated automatically at the date of reinstatement of the policy. Otherwise, if the Reinsurer bounds the reinsurance initially, it must approve the reinstatement for facultative consideration. If the Reinsurer assumes the risk, then the Ceding Company will reinstate the policy. The Ceding Company will provide the Reinsurer with copies of reinstatement papers only upon request. The Ceding Company will notify the Reinsurer of the reinstatement on its periodic statement of account, and it will pay all reinsurance payments due from the date of reinstatement to the date of the current statement of account, including a proportionate share of any interest collected. Thereafter, reinsurance payments will be in accordance with Article 5. (Reinsurance Rates and Payments).

ARTICLE 7 – RECAPTURE

1. Basis of Recapture

If the Ceding Company increases its retention limits shown in Exhibit A, 2. it may make a corresponding reduction in eligible reinsurance cessions. Policies are eligible for recapture if:

a) the Ceding Company has maintained the maximum retention limit for the age and mortality rating of the insured when the underlying policy was issued. Policies on which the Ceding Company retained a reduced retention or no retention will not be eligible for recapture; and

ARTICLE 7 – RECAPTURE- (Continued)

1. Basis of Recapture – (Continued)

b) the policy has been in force under this Agreement for the Recapture Period shown in Exhibit C, Section 9. The recapture period will always be measured from the original policy issue date.

2. Method of Recapture

The Ceding Company will give the Reinsurer written notice of its intention to recapture within ninety (90) days of the effective date of the retention increase. If the Ceding Company elects to recapture at a later date, it will give the Reinsurer additional written notice before beginning the recapture.

When the Ceding Company has given the Reinsurer written notice of intent to recapture, and the date that the recapture will begin:

a) All eligible policies will be recaptured;

b) Reinsurance will be reduced on the next anniversary date of each eligible policy;

c) Reinsurance on each eligible policy will be reduced by an amount that will increase the Ceding Company’s retention to the then current limit set forth in Exhibit A, as amended.

d) If there is reinsurance in force with other reinsurers on any one insured life, the reduction of the reinsurance in force under this Agreement will be in the same proportion that the amount reinsured with the Pool Reinsurers bears to the total reinsurance coverage on the life, if the other reinsurance is eligible for recapture at the same time;

If the Ceding Company omits or overlooks the recapture of any eligible policy or policies, the acceptance of reinsurance payments by the Reinsurer after the date the recapture would have taken place will not cause the Reinsurer to be liable for the amount of the risk that would have been recaptured. The Reinsurer will be liable only for a refund of excess reinsurance payments received, without interest.

If the Ceding Company’s retention increase is due to its purchase by or purchase of another company, or its merger, assumption or any other affiliation with another company, no immediate recapture will be allowed. However, the Ceding Company may recapture eligible policies once the Recapture Period set out in Exhibit C, Section 9. has expired.

ARTICLE 7 – RECAPTURE – (Continued)

2. Method of Recapture – (Continued)

The terms and conditions for the Ceding Company to recapture reinsured policies, as made necessary by the insolvency or financial impairment of the Reinsurer, are set forth in Article 10.

ARTICLE 8 – CLAIMS

1. Notice of Claim

For non-contestable and contestable claims on policies with total direct net amounts at risk of $1,000,000 or less and $250,000 or less respectively, including compromises, a bulk-reporting process will be used and the Reinsurer will accept the good faith decision of the Ceding Company. For claims on policies with total direct net amounts at risk in excess of the thresholds specified above, normal claim paperwork will be forwarded. We will provide normal claim paperwork on all facultative claims.

The Ceding Company will send copies of additional information on the claim, including copies of the application and underwriting papers, upon the request of the Reinsurer.

2. Settlement of Claims

For non-contestable and contestable claims on policies with total direct net amounts at risk of $1,000,000 or less and $250,000 or less, respectively, including compromises, the Reinsurer will accept the good faith decision of the Ceding Company. The Ceding Company will consult with the Reinsurer whenever a claim in excess of $250,000 is incurred during the contestable period of the policy. However, the consultation will not impair the Ceding Company’s freedom to determine the proper action on the claim and the settlement made by the Ceding Company will still be binding upon the Reinsurer.

Once the Reinsurer has received the proofs cited in Section 1 of this Article, and upon evidence of the Ceding Company’s settlement with the claimant, it will discharge its net reinsurance liability by paying one lump sum to the Ceding Company. The Reinsurer will also reimburse the Ceding Company for any unearned premiums.

The Ceding Company will consult with the Reinsurer before conceding any liability or making any settlement with the claimant whenever a claim in excess of $250,000 is incurred during the contestable period of the policy. However, the consultation will not impair the Ceding Company’s freedom to determine the proper action on the claim and the settlement made by the Ceding Company will still be binding upon the Reinsurer.

ARTICLE 8 – CLAIMS – (Continued)

2. Settlement of Claims – (Continued)

Claim settlements will be administered in good faith, according to the standard procedures the Ceding Company applies to all claims, whether reinsured or not.

3. Contested Claims

The Ceding Company will immediately notify the Reinsurer if it intends to contest, compromise or litigate a claim involving reinsurance and will give the Reinsurer an opportunity to review the claim papers. If the Reinsurer prefers not to participate in the contest, compromise or claim litigation, the Reinsurer will notify the Ceding Company of its decision within fifteen (15) days of its receipt of the claim papers, and that Reinsurer will immediately pay the full amount of reinsurance due to the Ceding Company. Once the Reinsurer has paid its reinsurance liability, it will not be liable for legal and/or investigative expenses, it will have no further liability for expenses associated with the contest, compromise or litigation and it will not share in any subsequent increase or reduction of the reinsurance liability.

When the Reinsurer agrees to participate in a contest, compromise or claim litigation involving reinsurance, the Ceding Company will give the Reinsurer prompt notice of the beginning of any legal proceedings involving the contested policy. The Ceding Company will promptly furnish the Reinsurer with copies of all documents pertaining to a lawsuit or notice of intent to file a lawsuit by any of the claimants or parties to the policy.

The Reinsurer will share in the payment of legal or investigative expenses relating to a contested claim in the same proportion as its Net Amount at Risk bears to the Ceding Company’s Net Amount at Risk. The participating Reinsurer will not reimburse expenses associated with non-reinsured policies.

If the contest, compromise or litigation results in a reduction in the liability of the contested policy, the Reinsurer will share in the reduction in the same proportion that the amount reinsured with each Pool Reinsurer bore to the amount payable under the terms of the policy on the date of death of the insured.

If the contest, compromise or litigation results in a dismissal of the claim and a return of the premium to the claimant and/or to the beneficiary(ies), the Reinsurer will refund all premiums that the Ceding Company has paid to it.

ARTICLE 8 – CLAIMS - (Continued)

4. Claim Expenses

If the Reinsurer that has elected to participate in a contest, compromise or claim litigation, it will pay its proportionate share of the following expenses arising out of the settlement or litigation of a claim, providing that the expenses are reasonable:

a) investigative expenses;

b) outside legal counsel fees;

c) penalties and interest imposed automatically by statute and rising solely out of a judgment rendered against the issuing company in a suit for policy benefits, so long as such penalties and interests do not compensate the Ceding Company for new elements of extra-contractual damages.

d) interest paid to the claimant on death benefit proceeds according to the practices of the Ceding Company and either at the same rate as used by the Ceding Company, or at the rate prescribed by state law.

The Reinsurer share of claim expenses will be in the same proportion that their liability bears to the liability of the Ceding Company.

The Ceding Company will be responsible for payment of the following claim expenses, which are not considered items of “net reinsurance liability” as referenced in Section 2. of this Article:

a) routine administrative expenses for the home office or elsewhere, including the salaries of the Ceding Company’s employees;

b) expenses incurred in connection with any dispute or contest arising out of a conflict in claims of entitlement to policy proceeds or benefits which the Ceding Company admits are payable.

5. Extra Contractual Damages

The Reinsurer will not be held liable for nor will it pay any extra contractual damages, including but not limited to consequential, compensatory, exemplary or punitive damages which are awarded against the Ceding Company or which may be paid voluntarily, in settlement of a dispute or claim where damages were awarded as

ARTICLE 8 – CLAIMS – (Continued)

5. Extra Contractual Damages –(Continued)

the result of any direct or indirect act, omission or course of conduct undertaken by the Ceding Company, its agents or representatives, in connection with any aspect of the policies reinsured under this Agreement.

Special circumstances may arise in which the Reinsurer should participate to the extent permitted by law in certain assessed damages. These circumstances are difficult to describe or define in advance but could include those situations in which the Reinsurer is an active party in the act, omission or course of conduct which ultimately resulted in the assessment of the damages. The extent of the participation of the Reinsurer is dependent upon a good-faith assessment of the relative culpability in each case; but all factors being equal, the division of any such assessment would generally be in the same proportion of the net liability accepted by each party.

ARTICLE 9 – ARBITRATION

1. Basis for Arbitration

The parties to this Agreement mutually understand and agree that its wording and interpretation is based on the usual customs and practices of the insurance and reinsurance industry. While all parties mutually agree to act in good faith in dealings with each other, it is understood and recognized that situations may arise in which an agreement cannot be reached.

In the event that any dispute cannot be resolved to the mutual satisfaction of the parties involved, the dispute will first be subject to good-faith negotiation as described below in an attempt to resolve the dispute without the need to institute formal arbitration proceedings.

2. Negotiation

Within ten (10) days after one of the parties to this Agreement has given the other the first written notification of the specific dispute, each party will appoint a designated officer to attempt to resolve the dispute. The officers will meet at a mutually agreeable location as early as possible and as often as necessary, in order to gather and furnish the other with all appropriate and relevant information concerning the dispute. The officers will discuss the problem and will negotiate in good faith without the necessity of any formal arbitration proceedings.

ARTICLE 9 – ARBITRATION – (Continued)

2. Negotiation—(Continued)

During the negotiation process, all reasonable requests made by one officer to the other for information will be honored. The specific format for such discussions will be decided by the designated officers.

If the officers cannot resolve the dispute within thirty (30) days of their first meeting, the parties agree that they will submit the dispute to formal arbitration. However, the parties may agree in writing to extend the negotiation period for an additional thirty (30) days.

3. Arbitration Proceedings

No later than fifteen (15) days after the final negotiation meeting, the officers taking part in the negotiation will give the concerned parties written confirmation that they are unable to resolve the dispute and that they recommend establishment of formal arbitration.

An arbitration panel consisting of three (3) past or present officers of life insurance or life reinsurance companies not affiliated with any of the parties to this Agreement in any way will settle the dispute. Each party will appoint one (1) arbitrator and the two (2) will select a third. If the two (2) arbitrators cannot agree on the choice of a third, the choice will be made by the Chairman of the American Arbitration Association.

The arbitration proceedings will be conducted according to the Commercial Arbitration Rules of the American Arbitration Association, which are in effect at the time the arbitration begins.

The arbitration will take place at a site decided upon by the arbitrators unless the involved parties mutually agree otherwise.

Within sixty (60) days after the arbitration proceedings have been concluded, the arbitrators will issue a written decision on the dispute and a statement of any award to be paid as a result. The decision will be based on the terms and conditions of this Agreement as well as the usual customs and practices of the insurance and reinsurance industry, rather than on strict interpretation of the law. The decision will be final and binding on the parties involved and there will be no further appeal, except that either party may petition any court having jurisdiction regarding the award rendered by the arbitrators.

ARTICLE 9 – ARBITRATION – (Continued)

3. Arbitration Proceedings – (Continued)

The parties involved in the arbitration may agree to extend any of the negotiation or arbitration periods shown in this Article.

Unless otherwise decided by the arbitrators, the parties involved in the arbitration will share equally in all expenses resulting from the arbitration, including the fees and expenses of the arbitrators, except that each party will be responsible for its own attorneys’ fees.

ARTICLE 10 – INSOLVENCY

1. If the Ceding Company is judged insolvent, the Reinsurer will pay all reinsurance payable under this Agreement directly to the Ceding Company, its liquidator, receiver or statutory successor on the basis of the Ceding Company’s liability under the policy or policies reinsured without decrease because of the insolvency of the Ceding Company. It is understood, however, that in the event of the insolvency of the Ceding Company, its liquidator, receiver or statutory successor will give the Reinsurer written notice of a pending claim on a policy reinsured within a reasonable time after the claim is filed in the insolvency proceedings. While the claim is pending, the Reinsurer may investigate and interpose at their own expense in the proceedings where the claim is to be adjudicated, any defense which they may deem available to the Ceding Company, its liquidator, receiver or statutory successor. It is further understood that the expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Ceding Company. Where two (2) or more Pool Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to the claim, the expenses will be apportioned in accordance with the terms of the Agreement as though the Ceding Company had incurred the expense.

2. If any of the Reinsurer is judged insolvent, it will be considered in default under this Agreement. Amounts due to the insolvent Reinsurer will be paid directly to its liquidator, receiver or statutory successor without diminution because of insolvency of the Reinsurer.

ARTICLE 10 – INSOLVENCY – (Continued)

3. For the purpose of this Agreement, the Ceding Company or the Reinsurer will be deemed insolvent under the following circumstances:

a) When a cease and desist order or injunction has been issued by the commissioner of insurance or a court in that party’s state or jurisdiction or domicile, ordering the party to cease and desist from transacting, soliciting or writing any new business of any kind and is reasonably expected to result in conservatorship, rehabilitation, receivership or liquidation; or

b) When a court order is issued voluntarily or involuntarily placing a party into conservatorship, rehabilitation, receivership or liquidation, or appointing a conservator, rehabilitator, receiver or liquidator to take over the business of the party; or

c) When a party files or consents to the filing of a petition in bankruptcy seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation or similar law or statute.

ARTICLE 11 – INSPECTION OF RECORDS

1. Inspection of Records

Any party to this Agreement will have the right at any reasonable time to inspect the papers, records, books, files or other documents relating directly or indirectly to the reinsurance coverage under this Agreement.

ARTICLE 12 – OFFSET

1. The Ceding Company and the Reinsurer will have, and may exercise at any time, the right to offset mutually agreed-to balances due one party from the other against mutually agreed-to balances due the other party. The right of offset is limited to balances due under this Agreement. Subject to state regulations, the right of offset will not be affected nor diminished because of the insolvency of any party to this Agreement.

ARTICLE 13 – EXECUTION OF THE AGREEMENT

In witness whereof, the parties hereto have caused this Agreement to be executed in duplicate at the dates and places shown below, by their respective officers duly authorized to do so.

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

By:	Attest:
Title:	Title:
Date:	Date:

Name of Reinsurer

By:	Attest:
Title:	Title:
Date:	Date:

EX-99.ITR

Exhibit 27(q)

Memorandum describing issuance, transfer and redemption procedures

Description of Issuance, Transfer and Redemption Procedures

for WRL Xcelerator

Individual Flexible Premium Variable Life Insurance Policies

Issued by

Western Reserve Life Assurance Co. of Ohio

This document sets forth the administrative procedures, as required by Rule 6e-3(T)(b)(12)(iii), that will be followed by Western Reserve Life Assurance Co. of Ohio (the “Company”) in connection with the issuance of WRL Xcelerator, its individual flexible premium variable life insurance policy (“Policy” or “Policies”) and acceptance of payments thereunder, the transfer of assets held thereunder, and the redemption by owners of the Policy (“owners”) of their interests in those Policies. Terms used herein have the same definitions as in the prospectus for the Policy that is included in the current registration statement on Form N-6 for the Policy (File No. 333-107705, 811-4420) as filed with the Securities and Exchange Commission (“SEC”).

TABLE OF CONTENTS

I.	Procedures Relating to Purchase and Issuance of the Policies and Acceptance of Premiums		1
	A.	Offer of the Policies, Application, Initial Premium, and Issuance	1
	B.	Additional Premiums	4
	C.	Crediting Premiums	4
	D.	Planned Periodic Payments	5
	E.	No Lapse Period; Premiums During a Grace Period and Premiums Upon Reinstatement	5
	F.	Allocations of Initial Premium Among the Fixed Account and the Subaccounts	6
	G.	Loan Repayments and Interest Payments	7
	H.	Refund of Excess Premiums for Modified Endowment Contracts	8
II.	Transfers		8
	A.	Transfers Among the Subaccounts and the Fixed Account	8
	B.	Dollar Cost Averaging	9
	C.	Asset Rebalancing	10
	D.	Third Party Asset Allocation Services	10
	E.	Transfer Errors	11
III.	“Redemption” Procedures		11
	A.	“Free-Look” Right	11
	B.	Surrenders	11
	C.	Cash Withdrawals	13
	D.	Lapses	13
	E.	Premium Expense Charge, Monthly Deduction, Mortality and Expense Risk Charge, Per Unit Charge	14
	F.	Death Benefits	16
	G.	Policy Loans	20
	H.	Policy Changes After Age 100	21
	I.	Payments by the Company	21
	J.	Conversion Rights	22
	K.	Redemption Errors	22
	L.	Misstatement of Age or Gender	22
	M.	Incontestability	22
	N.	Limited Death Benefit	22

I. Procedures Relating to Purchase and Issuance of the Policies and Acceptance of Premiums

A. Offer of the Policies, Application, Initial Premium, and Issuance

Offer of the Policies. The Policies are offered and issued pursuant to underwriting standards in accordance with state insurance laws for an initial premium determined by the owner, who also has the flexibility to determine the frequency and the amount of premiums to be paid under the Policy. However, before the Policy is issued, the Company may require the owner to pay a premium at least equal to a minimum monthly guarantee premium set forth in the Policy. Insurance is based on the principle of pooling and distribution of mortality risks, which assumes that each owner pays an initial premium commensurate with the insured’s mortality risk as actuarially determined utilizing factors such as age, gender, and rate class of the insured. Uniform charges for all insureds would discriminate unfairly in favor of those insureds representing greater risk. Although there is no uniform charge for all insureds, there is a uniform charge for all insureds of the same rate class, age, gender, death benefit option type and same specified amount.

Application. Persons wishing to purchase a Policy must complete an application and submit it to the Company through any licensed life insurance agent who is also a registered representative of a broker-dealer having a selling agreement with the principal underwriter for the Policy. The application must specify the name of the insured(s) and provide certain required information about the insured. The application is generally accompanied by an initial premium, and designates premium allocation percentages and the death benefit option selected, and names the beneficiary. The initial premium is determined by the owner, although, before the Policy is issued, the Company may require the owner to pay a premium at least equal to a minimum monthly guarantee premium set forth in the Policy. Additional premium payments must be at least $50 (and $1,000 if by wire).

The owner selects the specified amount for a Policy. The current minimum specified amount for a Policy is generally $50,000. The Company will not issue a Policy if the insured is over age 85.

Receipt of Application and Underwriting. Upon receipt of the initial premium and a completed application in good order from an applicant, the Company will follow underwriting procedures for life insurance designed to determine whether the proposed insured is insurable. This process may involve such verification procedures as medical examinations and may require that further information be provided about the proposed insured before a determination can be made.

The underwriting process determines the rate class to which the insured is assigned if the application is accepted. The Policy uses mortality tables that distinguish between men and women; as a result, the Policy pays different benefits to men and women of the same age. The Company currently places insureds in the following standard rate classes:

• preferred elite;

• preferred plus;

• preferred;

• non-tobacco;

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• preferred tobacco;

• tobacco; and

• juvenile (under age 18).

The Company also places insureds in various sub-standard rate classes, which involve a higher mortality risk and higher charges. The Company generally charges higher rates for insureds who use tobacco.

The Company reserves the right to reject an application for any reason permitted by law. If an application is rejected, any premium received will be returned promptly, without interest. The insured must be insurable and acceptable to the Company under its underwriting rules on the later of the date of the application or the date the insured completes all required medical tests and examinations.

Issuance of Policy. If (1) the Company’s underwriting process is complete; (2) the application has been approved; (3) an initial premium of sufficient amount has been received; and (4) the insured is alive and in the same condition of health as described in the application when the Policy is delivered to the owner, then full life insurance coverage goes into effect, the Policy is issued, and the Company begins to take the monthly deductions. This is the Policy date. The Policy date is shown on the schedule page of the Policy, and the Company measures Policy months, years, and anniversaries from the Policy date. The Policy date is generally the record date, which is the date the Company records the Policy on the books as an in force Policy, unless the Policy is backdated.

Backdating. If the owner requests, the Company may backdate a Policy by assigning a Policy date earlier than the date the Policy is issued. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law or by the Company’s underwriting rules. A backdating request must be in writing and, if approved, will amend the application. Cost of insurance charges are based in part on the age of the insured on the Policy date or on the date of any increase in specified amount. Generally, cost of insurance charges are lower at a younger age. The Company will deduct the monthly deduction, including cost of insurance charges, for the period that the Policy is backdated.

Initial Premium and Conditional Insurance Coverage. If an applicant pays the full initial premium listed in the conditional receipt attached to the application, and the Company delivers the conditional receipt to the applicant, the insured will have conditional insurance coverage under the terms of the conditional receipt. Conditional coverage becomes effective on the later of:

• the date of the application; or

• the date the last medical examination, test and other screenings required by the Company, so long as:

® each person proposed to be insured is found to have been insurable as of the Policy’s effective date, exactly as applied for in accordance with the Company’s underwriting rules and standards, without any modifications as to plan, amount, or premium rate; and

® as of the effective date, all statements and answers given in the application are true; and

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® the payment made with the application is not less than the full initial premium for the mode of payment chosen in the application and is received at the Company’s administrative office within the lifetime of the proposed insured; and

® all medical examinations, tests and other screenings required of the proposed insured by the Company are completed and received by the Company’s office within 60 days of the date the application was completed; and

® all parts of the application, any supplemental application, questionnaires, addendum and/or amendment to the application are signed and received by the Company at its administrative office.

The amount of conditional coverage is the lesser of the specified amount applied for or $500,000, reduced by all amounts payable under all life insurance applications that the insured has in force or pending with the Company. The conditional receipt does not provide benefits for riders or any additional benefits, nor if any proposed insured commits suicide. If a proposed insured commits suicide, the Company’s liability will be limited to return of the first premium paid with the application. Because the Company does not accept initial premiums in advance for Policies with a specified amount in excess of $1,000,000, the Company does not offer conditional insurance coverage for Policies issued with a specified amount in excess of $1,000,000.

Conditional insurance coverage is void if the check or draft provided to pay the initial premium is not honored when the Company first presents it for payment. The conditional receipt is void if:

• it is not signed by an agent or authorized Company representative; or

• any blanks in the conditional receipt have not been completed.

Conditional coverage automatically terminates on the earliest of:

• the date the Company either mails notice to the applicant of the rejection of the application and/or mails a refund of any amounts paid with the application;

• 60 days from the date the application was signed;

• the date the Company offers to provide insurance on terms that differ from the insurance applied for; or

• when the insurance applied for goes into effect under the terms of the Policy applied for.

If the Company does not approve and accept the application within 60 days of the date the application was signed, the application will be deemed rejected by the Company and there will be no conditional insurance coverage. In such event, the Company’s liability will be to return any payment made upon return of the receipt to the Company.

Tax-Free Exchanges (1035 Exchanges). The Company will accept part or all of the initial premium from one or more policies insuring the same insured that qualify for a tax-free exchange under Section 1035 of the Internal Revenue Code (the “Code”). Subject to underwriting requirements, the owner may make one additional cash payment within three business days of receipt of the proceeds from the 1035 Exchange before the Company finalizes the Policy’s specified amount.

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B. Additional Premiums

Additional Premiums Permitted. The owner generally has flexibility to determine the frequency and the amount of the premiums to be paid under the Policy. Premium payments must be at least $50 ($1,000 if by wire). The Company may return premiums less than $50. The Company will not allow the owner to make additional premium payments if it would cause the total premiums paid to exceed the current maximum premium limitations which qualify the Policy as life insurance according to federal tax laws and regulations. If the owner makes a premium payment that would cause the total premiums to be greater than the maximum premium limitations, the Company will return any excess portion of the premium payment. The Company will not permit any additional premium payments until they are allowed by the maximum premium limitations. The Company also reserves the right to refund a premium if such premium would increase the death benefit by more than the amount of the premium.

An owner may pay premiums by any method the Company deems acceptable. The Company will also accept premium payments by wire transfer. The Company will treat any payment made as a premium payment unless it is clearly marked as a loan repayment.

C. Crediting Premiums

Initial Premium. Depending on the laws of the state governing the Policy (usually the state where the insured lives), the Company will allocate the initial net premium on the record date either to the reallocation account (which is the portion of the fixed account where the Company holds the premium(s) until the reallocation date) or to the fixed account and the subaccounts selected on the Policy application. If the laws of the state governing the Policy do not require a refund of full premium, then the Company will allocate the initial net premium(s), minus monthly deductions, to the accounts selected.

If the applicant’s state requires the Company to return the initial premium in the event the free-look period is exercised, then the Company will allocate the net premium to the reallocation account until the reallocation date. On the first valuation date on or after the reallocation date (which is the record date, plus the number of days in the applicable state’s free-look period, plus five days), the Company will reallocate all cash value held in the reallocation account to the fixed account and subaccounts selected on the application. If the owner selected dollar cost averaging on the application, on the reallocation date the Company will allocate the Policy’s cash value either to the fixed account, the money market subaccount, or the bond subaccount (depending on which account the owner selected on the application). While held in the reallocation account, net premium(s) will be credited with interest at the current fixed account rate and reduced by any monthly deductions due.

On any day that the Company credits premiums or transfers cash value to a subaccount, the Company will convert the dollar amount of the net premium (or transfer) into subaccount units at the unit value for that subaccount, determined at the end of that valuation date. The Company will credit amounts to the subaccounts only on a valuation date, that is, on a date the New York Stock Exchange (“NYSE”) is open for trading.

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D. Planned Periodic Payments

The owner determines a planned periodic payment schedule which allows the owner to pay level premiums at fixed intervals over a specified period of time. The owner is not required to pay premiums according to this schedule. The owner may change the amount, frequency, and the time period over which the owner makes planned periodic payments.

Even if the owner makes planned periodic payments on schedule, the Policy may still lapse. The duration of the Policy depends on the Policy’s net surrender value. If the net surrender value is not high enough to pay the monthly deduction when due (and the no lapse period has expired) then the Policy will lapse (unless the owner makes the payment the Company specifies during the 61-day grace period).

E. No Lapse Period Guarantee; Premiums During a Grace Period and Premiums Upon Reinstatement

The full initial premium is the only premium the owner is required to pay under the Policy. However, the owner greatly increases the risk of lapse if the owner does not regularly pay premiums at least as large as the current minimum monthly guarantee premium.

Until the no lapse date shown on the Policy schedule page, the Company guarantees that the Policy will not lapse, so long as on any Monthiversary the owner has paid total premiums (minus any cash withdrawals, minus any outstanding loan amount, minus any accrued loan interest, and minus any decrease charge) that equal or exceed the sum of the minimum monthly guarantee premiums in effect for each month from the Policy date up to and including the current month. If the owner takes a cash withdrawal, or takes out a loan, or if the owner increases or decreases the specified amount (including specified amount increases generated by the Inflation Fighter Rider), adds, increases or decreases a rider, the owner may need to pay additional premiums in order to keep the no lapse period guarantee in place. The no lapse period guarantee will end immediately if the owner does not pay sufficient minimum monthly guarantee premiums.

The initial minimum monthly guarantee premium is shown on the Policy’s schedule page, and depends on a number of factors, including the age, gender, rate class of the proposed insured, and the specified amount requested. The minimum monthly guarantee premium will change if the owner changes death benefit options, increases or decreases the specified amount (including specified amount increases generated by the Inflation Fighter Rider), or adds, increases, or decreases a rider. If the minimum monthly guarantee premium changes, the Company will notify the owner of the change and its effective date.

The no lapse date is:

• For Policies issued to insureds ages 0-59, the no lapse date is determined by either the number of years to attained age 65 or the 10^th Policy anniversary, whichever is earlier.

• For Policies issued to insureds ages 60-85, the 5^th Policy anniversary.

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After the no lapse period guarantee ends, paying the current minimum monthly guarantee premium each month will not necessarily keep the Policy in force. The owner may need to pay additional premiums to keep the Policy in force.

If the net surrender value is less than the amount of the monthly deduction due on any Monthiversary and the no lapse period guarantee is no longer in effect, then the Policy will be in default and a grace period will begin. The grace period will end 61 days after the date on which the Company sends a grace period notice stating the amount required to be paid and the final date by which the Company must receive the payment. The notice will be sent to the owner’s last known address and to any assignee of record. The Policy does not lapse, and the insurance coverage continues, until the expiration of this grace period. If the grace period ends and the no lapse period guarantee is no longer in effect, all coverage under the Policy will terminate without value. The Company will reinstate the Policy for five years after the lapse if:

• the owner submits a reinstatement application to the Company’s office;

• the insured meets the Company’s insurability requirements;

• if the no lapse period has expired, pay an amount sufficient to provide a net premium equal to any uncollected monthly deductions due up to the time of termination, plus two monthly deductions due in advance at the time of reinstatement, plus an amount sufficient to increase the cash value above the surrender charges in effect at the time of reinstatement;

• if the no lapse period has not expired, the required premium will be the lesser of the premium described directly above, or the total minimum monthly guarantee premium from Policy issue through the month of lapse, plus two months of minimum monthly guarantee premiums, minus premiums previously paid net of any withdrawals, outstanding loans, accrued loan interest and surrender charge assessed upon a decrease in specified amount that has been deducted from the cash value.

The Company will not reinstate any indebtedness. The cash value of the loan reserve on the reinstatement date will be zero. The net surrender value on the reinstatement date will equal the cash value at the time the Policy lapsed, plus any net premiums paid at reinstatement, minus one monthly deduction and any surrender charge. The reinstatement date will be the Monthiversary on or following the day the Company approves the reinstatement application.

F. Allocations of Initial Premium Among the Fixed Account and the Subaccounts

The Separate Account. An owner may allocate premiums to the subaccounts of the WRL Series Life Account (the “separate account”). The separate account currently consists of several subaccounts, the assets of which are used to purchase shares of a designated corresponding investment portfolio of a fund. Each fund is registered under the Investment Company Act of 1940, as amended, as an open-ended management investment company. Additional subaccounts may be added from time to time to invest in other portfolios of a fund or any other investment company.

When an owner allocates an amount to a subaccount (either by premium allocation, transfer of cash value or repayment of a Policy loan), the Policy is credited with units in that subaccount. The number of units is determined by dividing the amount allocated, transferred or repaid to the subaccount by the subaccount’s unit value for the valuation date when the allocation or transfer request or repayment is received at the Company’s

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administrative office. A subaccount’s unit value is determined for each valuation period by multiplying the value of a unit for a subaccount for the prior valuation period by the net investment factor for the subaccount for the current valuation period. The unit value for each subaccount was arbitrarily set at $10 at the time the subaccount commenced operations. The net investment factor is an index used to measure the investment performance of a subaccount from one valuation period to the next.

The Fixed Account. Owners also may allocate premiums to the fixed account, which guarantees principal and a minimum fixed rate of interest. Money allocated or transferred to the fixed account will earn interest at a current interest rate in effect at that time. The interest rate will equal at least 2%.

Allocations of Premiums Among the Separate Account and the Fixed Account. Premiums are allocated to the subaccounts and the fixed account in accordance with the following procedures.

In the application for the Policy, the owner will specify the percentage of each net premium to be allocated to each subaccount of the separate account and/or the fixed account. The percentage of each net premium that may be allocated to any subaccount or the fixed account must be a whole number, and the sum of the allocation percentages must be 100%.

If the owner selects dollar cost averaging, then the owner must have at least $5,000 in each subaccount from which the Company will make transfers and the owner must transfer a total of at least $100 monthly. If the owner selects asset rebalancing, the cash value of the Policy (or initial premium if a new Policy) must be at least $5,000. Unless otherwise required by state law, the Company may restrict allocations to the fixed account if the fixed account value, net of the loan reserve, following the allocation would exceed $250,000.

Allocation percentages may be changed at any time by the owner submitting a written notice or telephone instructions to the Company’s administrative office. The change will be effective at the end of the valuation date on which the Company receives the change. Upon instructions from the owner, the registered agent of record for the Policy may also change allocation instructions for the owner. The minimum amount that can be allocated to a particular subaccount is 1% of each net premium payment.

G. Loan Repayments and Interest Payments

Repaying Loan Amount. The owner may repay all or part of the loan amount at any time while the Policy is in force. The loan amount is equal to the sum of all outstanding Policy loans including both principal plus any accrued interest. Loan repayments must be sent to the Company’s administrative office and will be credited as of the date received. If the death benefit becomes payable while a Policy loan is outstanding, the loan amount will be deducted in calculating the death benefit.

Allocation for Repayment of Policy Loans. At each Policy anniversary, the Company will compare the outstanding loan amount to the amount in the loan reserve. The Company will also make this comparison any time the owner repays all or part of the loan, or makes a request to borrow an additional amount. At such time, if the outstanding loan amount exceeds the amount in the loan reserve, the Company will withdraw the

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difference from the subaccounts and the fixed account and transfer it to the loan reserve, in the same manner as when a loan is made. If the amount in the loan reserve exceeds the outstanding loan amount, the Company will withdraw the difference from the loan reserve and transfer it to the subaccounts and the fixed account in the same manner as current premiums are allocated. No charge will be imposed for these transfers, and these transfers are not treated as transfers in calculating the transfer charge. The Company reserves the right to require a transfer to the fixed account if the loans were originally transferred from the fixed account.

Interest on Loan Reserve. The amount in the loan reserve will be credited with interest at a fixed annual effective rate of 2%. See “Policy Loans” below. Any interest earned that is in excess of the outstanding loan amount will be transferred on the Policy anniversary to the subaccounts and the fixed account in accordance with the instructions for premium allocations then in effect.

H. Refund of Excess Premiums for Modified Endowment Contracts

At the time a Policy is issued, the Company will notify the owner as to whether the Policy is classified as a modified endowment contract (“MEC”) based on the initial premium received. If the Policy is not a MEC at issue, the owner will be notified of the maximum amount of additional premiums the owner can pay without causing the Policy to be classified as a MEC. At the time a premium is credited which would cause the Policy to become a MEC, the Company will immediately notify the owner and the agent. At that time, the owner will need to notify the Company if he or she wants the Policy to continue as a MEC. Unless the owner notifies the Company that he or she does want the Policy to continue as a MEC, the Company will refund the dollar amount of the excess premium that caused the Policy to become a MEC.

II. Transfers

A. Transfers Among the Subaccounts and the Fixed Account

The owner may transfer cash value between and among the subaccounts of the separate account and, subject to certain special rules, to and from the fixed account.

In any Policy year, the owner currently may make an unlimited number of “non-substantive” transfers among the subaccounts. The Company deducts a transfer charge of $25 from the amount transferred for the 13^th and each additional transfer in a Policy year. The Company guarantees that it will not increase this charge. For purposes of the transfer charge, all transfer requests made in one day are considered one transfer, regardless of the number of subaccounts affected by the transfer, and transfers resulting from loans, conversion rights, reallocation of cash value immediately after the reallocation date, and transfers via the Internet are not treated as transfers for the purpose of the charge. Dollar cost averaging and asset rebalancing transfers are treated as transfers for purposes of the transfer charge. Any unused “free” transfers do not carry over to the next year.

There is no minimum amount that must be transferred. There is no minimum amount that must remain in a subaccount following a transfer. However, unless otherwise required by state law, transfers to the fixed account may be restricted if the fixed account value, net of the loan reserve, following the transfer would exceed $250,000. Transfers from the fixed

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account are limited to one per Policy year (unless the owner has selected dollar cost averaging). The maximum amount that may be transferred from the fixed account to the subaccounts in any Policy year is limited to the greater of: 25% of the amount in the fixed account on the date of the transfer; or the amount transferred from the fixed account in the immediately prior Policy year.

The Policy, as applied for and issued, will automatically receive telephone transfer privileges unless the owner provides other instructions. The telephone transfer privileges allow the owner to give authority to the registered representative or agent of record for the Policy to make telephone transfers and to change the allocation of future payments among the subaccounts and the fixed account on the owner’s behalf according to the owner’s instructions. The Company will require the owner to provide certain information for identification purposes when making a transfer request by telephone, and may require written confirmation of the request. Transfers between any Access Variable Insurance Trust (“AVIT”) subaccount and any AEGON/Transamerica Series Fund, Inc. or Fidelity Variable Insurance Products Fund subaccount will be processed only if the request is in writing with an original signature and sent through standard United States Postal delivery.

Costs and Market Timing/Frequent Transfers. Professional market timing organizations and some Policy owners try to profit from various strategies called market timing; for example, switching money into investment option portfolios when they expect prices to rise and taking money out when they expect prices to fall, or switching from one investment option portfolio to another and then back again after a short period of time. As money is shifted in and out, the underlying mutual fund incurs expenses for buying and selling securities. These costs are borne by all Policy owners, including the long-term Policy owners who do not generate the costs. Frequent transfers may also impede the ability of the portfolio manager of the underlying fund to sustain the stated investment objective of the portfolio.

The transfer privilege under the Policy is not intended to serve as a vehicle for short-term or frequent transfers. The Policy does not permit market timing/frequent transfers except among subaccounts in the Access Variable Insurance Trust. As described above, frequent transfers among investment option portfolios disrupt portfolio management in the underlying mutual fund and tend to drive fund expenses higher. We reserve the right to limit or revoke your transfer privileges and/or may not accept future premium payments from you if you engage in frequent transfer activity. We consider eight or more transfers in any three-month period to be frequent transfer activity, although we reserve the right to impose restrictions if there are less frequent transfers.

You may only transfer values between subaccounts in the AEGON/Transamerica Series Fund, Inc. or the Fidelity Variable Insurance Products Fund and the Access Variable Insurance Trust by sending us your written request, with original signature authorizing each transfer, through standard United States postal delivery (no overnight or other priority delivery service).

B. Dollar Cost Averaging

The dollar cost averaging program permits an owner to transfer systematically on a monthly basis a set dollar amount from the fixed account or the portfolios investing in the money market and the bond subaccounts to a subaccount chosen by the owner. Transfers

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will be made monthly as of the end of the valuation date after the first Monthiversary after the reallocation date. An owner may elect to participate in the dollar cost averaging program at any time by sending the Company a completed dollar cost averaging request form. The Company will make the first transfer in the month after receipt of this form at the Company’s administrative office, provided that the form is received by the 25^th day of the month. To participate in the dollar cost averaging program, an owner must have at least $5,000 in each account from which the Company will make transfers and total monthly transfers must be at least $100. Also, each month, an owner may not transfer more than one-tenth of the amount that was in the fixed account at the beginning of dollar cost averaging. There is no charge for using the dollar cost averaging program. However, each transfer under this program counts towards the 12 free transfers permitted each year. The Company reserves the right to modify, suspend, or discontinue offering the dollar cost averaging program at any time and for any reason. Dollar cost averaging is not available while an owner is participating in the asset rebalancing program or in any asset allocation services provided by a third party.

C. Asset Rebalancing

An owner may instruct the Company to rebalance automatically (on a quarterly, semi-annual or annual basis) the Policy’s cash value to maintain the percentage allocation specified in the owner’s currently effective premium allocation schedule. An owner may elect to participate in the asset rebalancing program at any time by sending a completed allocation request form to the Company’s administrative office. The initial rebalancing will occur on the next quarterly, semi-annual or annual anniversary after receipt of this form. The Company will credit the amounts transferred at the unit value next determined on the dates the transfers are made. If a day on which rebalancing would ordinarily occur falls on a day on which the NYSE is closed, rebalancing will occur on the next day the NYSE is open.

To participate in the asset rebalancing program, the Policy must have a cash value of at least $5,000 or make a $5,000 initial premium payment. Cash value in the fixed account, the AVIT subaccounts or the dollar cost averaging program is not available for this program. The allocation percentages must be in whole numbers. Subsequent changes to the allocation percentages may be made quarterly by written or telephone instructions to the Company’s administrative office. Once elected, asset rebalancing remains in effect until the owner instructs the Company to discontinue asset rebalancing. There is no charge for using the asset rebalancing program. However, each reallocation made under this program counts towards the 12 free transfers permitted each year. The Company reserves the right to discontinue offering the asset rebalancing program at any time and for any reason. If an owner terminates participation in the program, the Company restricts the owner’s right to re-enter the program to once each Policy year. Asset rebalancing is not available while an owner is participating in the dollar cost averaging program or in any asset allocation services provided by a third party. Asset rebalancing will cease if the owner makes any transfer to or from any subaccount other than under a scheduled rebalancing.

D. Third Party Asset Allocation Services

The Company may provide administrative or other support services to independent third parties that have been authorized by owners to conduct transfers on their behalf or to recommend how subaccount values should be allocated. There is currently no charge for these administrative and support services. The Company reserves the right to discontinue providing administrative and support services at any time and for any reason.

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E. Transfer Errors

In accordance with industry practice, the Company will establish procedures to address and to correct errors in amounts transferred among the subaccounts and the fixed account, except for de minimus amounts. The Company will correct non de minimus errors it makes and will assume any risk associated with the error. Owners will not be penalized in any way for errors made by the Company. The Company will take any gain resulting from the error.

III. “Redemption” Procedures

A. “Free-Look” Right

The Policy provides for an initial free-look right during which an owner may cancel the Policy by returning it to the Company’s administrative office, to one of the Company’s branch offices or to the agent who sold the Policy. The free-look period expires 10 days after the owner receives the Policy. The free-look period may be longer in some states. Upon returning the Policy to the Company or to an authorized agent for forwarding to the Company’s administrative office, the Policy will be deemed void from the beginning. Within seven days after the Company’s administrative office receives the cancellation request and the Policy, the Company will pay a refund. In most states, the refund will be:

• any charges and taxes deducted from premiums; plus

• any monthly deductions or other charges deducted from amounts allocated to the subaccounts and the fixed account; plus

• the cash value in the subaccounts and the fixed account on the date the Company (or its agent) receives the returned Policy at the Company’s administrative office.

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

B. Surrenders

Requests for Net Surrender Value. If the insured is alive and the Policy is in force, the owner may surrender the Policy at any time for its net surrender value. The net surrender value on any valuation date is equal to the cash value, minus any surrender charge, and minus any outstanding loan amount and accrued loan interest. The net surrender value will be determined by the Company on the valuation date the Company’s administrative office receives all required documents, including a satisfactory written request containing the owner’s original signature. The signature of the owner’s spouse may be required. The Company will cancel the Policy as of the date the written request is received at the Company’s administrative office and the Company will ordinarily pay the net surrender value in a lump sum within seven days following receipt of the written request and all other required documents. The Policy cannot be reinstated after it is surrendered.

Surrender of Policy—Surrender Charge. If the Policy is surrendered during the first 8 Policy years, or during the 8-year period following an increase in specified amount (including specified amount increases generated by the Inflation Fighter Rider), the Company will deduct a surrender charge from the cash value and pay the remaining cash value (less any outstanding Policy loan amounts and accrued loan interest) to the owner.

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The surrender charge is a charge for each $1,000 of specified amount of the Policy without consideration of any supplemental riders. The surrender charge that will apply on a full surrender of the Policy is the total of the surrender charge calculated for the initial specified amount and the surrender charges calculated for each increase in specified amount (including specified amount increases generated by the Inflation Fighter Rider) unless there has been a reduction in specified amount for which a decrease charge was applied.

The initial specified amount has an 8-year surrender charge period starting on the Policy date and surrender charges that are based upon the insured’s issue age, gender, and rate class on the Policy date. Each increase in specified amount (including specified amount increases generated by the Inflation Fighter Rider) has its own 8-year surrender charge period and surrender charges that are based upon the insured’s issue age, gender, and rate class at the time of the increase.

Decreases in specified amount will be applied to the specified amount in force on a last-in, first-out basis and will first reduce the surrender charge on the most recent increase in specified amount in force, then, if still applicable, reduce the surrender charge on the next most recent increases, in succession, and then reduce the surrender charge on the initial specified amount.

The surrender charge for each layer of specified amount is calculated as:

• the surrender charge per thousand of specified amount in the layer (varies by issue age, gender, and underwriting class on the Policy date or date of specified amount increase); multiplied by

• the number of thousands of specified amount in the layer; multiplied by

• the surrender charge factor.

The surrender charge per thousand is calculated separately for the initial specified amount and for each increase in specified amount, using rates found in the prospectus. The surrender charge factor is also calculated separately for the initial specified amount and for each increase in specified amount in force (including specified amount increases generated by the Inflation Fighter Rider). The surrender charge factor is always determined from the Policy date or date of specified amount increase to the surrender date, regardless of whether there were any prior lapses or reinstatements.

Extraordinary Expenses. When the Company incurs extraordinary expenses, such as overnight mail expenses or wire service fees, for expediting delivery of the surrender payment, the Company will deduct that charge from the payment. The Company charges $20 for an overnight delivery ($30 for Saturday delivery) and $25 for wire service.

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C. Cash Withdrawals

When Withdrawals are Permitted. After the first Policy year, the owner may withdraw a portion of the cash value, subject to the following conditions:

• The owner must make a cash withdrawal request in writing, and the request must contain the owner’s original signature. The signature of the owner’s spouse may be required.

• Only one cash withdrawal is allowed during a Policy year.

• The Company may limit the withdrawal amount to at least $500 and the remaining net surrender value following a withdrawal may not be less than $500. During the first five Policy years, the amount of the withdrawal may be limited to no less than $500 and to no more than 10% of the net surrender value. After the fifth Policy year, the amount of a withdrawal may be limited to no less than $500 and to no more than the net surrender value, less $500.

• A cash withdrawal will not be permitted if it will reduce the specified amount below the minimum specified amount set forth in the Policy.

• The owner may specify the subaccount(s) and the fixed account from which the withdrawal will be taken. If the owner does not specify an account, the Company will deduct the Policy’s value in the subaccounts and the fixed account in accordance with the owner’s current premium allocation instructions.

• The Company generally will pay a cash withdrawal request within seven days following the valuation date on which the withdrawal request is received.

• The Company will deduct a processing fee equal to $25 or 2% of the amount withdrawn, whichever is less, and will pay the owner the balance. The Company guarantees that this charge will not increase.

• The Company does not deduct a surrender charge when a cash withdrawal is taken.

Effect of Withdrawal on Death Benefit. A cash withdrawal will reduce the cash value by the amount of the cash withdrawal and will reduce the death benefit by at least the amount of the cash withdrawal. If death benefit Option A is in effect or Option C is in effect and the insured is attained age 71 or greater, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal.

Extraordinary Expenses. When the Company incurs extraordinary expenses, such as overnight mail expenses or wire service fees, for expediting delivery of the partial withdrawal payment, the Company will deduct that charge from the payment. The Company charges $20 for an overnight delivery ($30 for Saturday delivery) and $25 for wire service.

D. Lapses

If the no lapse period guarantee is not in effect and if a sufficient premium has not been received by the 61^st day after the date of the grace period notice, the Policy will lapse without value and no amount will be payable to the owner unless the Policy is reinstated within five years after the lapse and prior to the maturity date.

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E. Premium Expense Charges Monthly Deduction, and Mortality and Expense Risk Charge

Premium Expense Charge. The Company deducts a premium expense charge from premiums before allocating such premiums to the subaccounts and fixed account selected by the owner. This charge is equal to:

• 0% of all premium payments in the first Policy year; and

• 3.0% of all premiums paid thereafter.

The Company may increase the premium expense charge to 3% in the first Policy year for future new Policies.

Monthly Deduction. A monthly deduction will be deducted pro rata from the Policy’s cash value in each subaccount and the fixed account on the Policy date and on each Monthiversary prior to the insured’s attained age 100 (i.e., deductions will be withdrawn from each subaccount and the fixed account in proportion to the value each bears to the total cash value on the Monthiversary). The monthly deduction is a charge compensating the Company for the services and benefits provided, costs and expenses incurred, and risks assumed by the Company in connection with the Policy.

The monthly deduction is equal to:

• the monthly Policy charge; plus

• the monthly cost of insurance charge for the Policy; plus

• the per unit charge for the Policy; plus

• the portion of the monthly deduction for any benefits provided by riders attached to the Policy; plus

• the decrease charge, if any, incurred as a result of a decrease in specified amount.

• Monthly Policy Charge. The monthly Policy charge currently equals $8.00 each Policy month. The Company guarantees that this charge will never be more than $15.00 per month.

• Cost of Insurance Charge. The cost of insurance charge is calculated monthly.

The cost of insurance charge varies each month and is determined as follows:

1. reduce the death benefit on the Monthiversary by the cash value on the Monthiversary after it has been allocated among the layers of specified amount in force in the following order: first, initial specified amount, then, each increase in specified amount starting with the oldest increase, then the next oldest, successively, until all cash value has been allocated (the resulting amounts are the net amount at risk for each layer of specified amount);

2. Then, multiply each layer of net amount at risk provided under 1. by the appropriate monthly cost of insurance rate for that layer; and add the results together.

Cost of Insurance Rates. The monthly cost of insurance rate depends, in part, on the specified amount band. Generally, the higher the specified amount band, the lower the cost of insurance rates. The specified amount band is determined by referring to the specified amount in force for the Base Policy (riders are not included

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in determining the Policy’s specified amount band). The specified amount bands available are:

1) Band 1: $50,000 - $499,999

2) Band 2: $500,000 - $999,999

3) Band 3: $1,000,000 and over

If the specified amount is increased, different monthly cost of insurance rates may apply to that layer of specified amount, based on the insured’s attained age and rate class at the time of the increase, gender, and the length of time since the increase. Increases in specified amount may move the Policy into a higher specified amount band. Decreases in specified amount may cause the Policy to drop into a lower band of specified amount and may result in an increase in cost of insurance rates and per unit charges. Decreases in specified amount are applied on a last-in, first-out basis to the specified amount in force, and will first reduce the specified amount provided by the most recent increase in specified amount in force, then reduce the next most recent increases, successively, and then reduce the initial specified amount.

Cost of insurance rates also vary depending on the insured’s issue age on the Policy date, issue age at the time of any increase in specified amount, specified amount band, gender, rate class, and the length of time from the Policy date or from the date of any increase in specified amount. These rates will never be greater than the guaranteed amounts stated in the Policy which are based on the Commissioners 1980 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables and the insured’s attained age, gender, and rate class.

Cost of insurance rates for Policies that are issued on a simplified or expedited basis may cause healthy individuals to pay higher cost of insurance rates than they would pay under a substantially similar Policy offered using different underwriting criteria.

• Monthly Per Unit Charge. The Company deducts a monthly per unit charge for up to 20 Policy years on and after the Policy date, and on any increase in specified amount (including increases generated by the Inflation Fighter Rider). Currently, the Company deducts this charge each month during the first 8 years from the Policy date, and 8 years following the date of any increase in specified amount or the addition of any rider. The per unit charge that is set on the Policy date is based on the issue age of the insured and the applicable specified amount rate band then in effect. A separate per unit charge is assessed for up to 20 years following each increase in specified amount and the rate of that charge is based on the insured’s age and rate band in effect at the time of any increase in specified amount. This charge equals:

• the per unit charge for the specified amount on the Policy date; plus

• the per unit charge for any in-force riders on the Policy that have a per unit charge; plus

• the per unit charge for each increase in specified amount caused by either a rider or a requested increase; minus

• the per unit charge for any specified amount that has been decreased.

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• Optional Insurance Riders. The monthly deduction will include charges for any optional insurance benefits added to the Policy by rider.

• Decrease Charge. If the specified amount is decreased during the first 8 Policy years, or during the 8-year period following an increase in specified amount, the Company will deduct from the cash value a decrease charge. This charge is equal to the surrender charge as of the date of the decrease applicable to that portion of the layer of the specified amount that is decreased.

A decrease charge will not be deducted from the cash value if the specified amount decrease results from:

• a change in the death benefit option; or

• a cash withdrawal (when death benefit Option A is selected or when death benefit Option C is selected and the insured’s attained age is 71 or higher).

If a decrease charge is deducted because of a decrease in specified amount, any future decrease charges incurred during the surrender charge period will be based on the reduced specified amount.

Decreases in specified amount are applied on a last-in, first-out basis to the current specified amount in force. The decrease charge is first calculated based on the current surrender charge applicable to the most recent increase in specified amount still in force. If the amount of the decrease in specified amount is greater than the most recent increase in specified amount, then the charge will also be calculated based on the surrender charges applicable to the next most recent increases, successively, and then will also be calculated based on any remaining surrender charge on the initial specified amount, up to the amount of the requested decrease. The Company will not allow a decrease in specified amount if the decrease charge will cause the Policy to go into a grace period.

Mortality and Expense Risk Charge. Each valuation date, the Company deducts a daily charge from the cash value in each subaccount in an amount equal to the Policy’s cash value in each subaccount multiplied by the daily pro rata portion of the annual mortality and expense risk charge rate of 0.75% (equal to 0.75% of the average daily net assets in each subaccount). The Company guarantees to reduce this charge to 0.30% after the 15^th Policy year, and intends to reduce the charge to 0.00% in the 16^th Policy year (although this is not guaranteed).

F. Death Benefits

Death Benefit Proceeds. As long as the Policy is in force, the Company will pay the death benefit upon receipt at the Company’s administrative office of satisfactory proof of the insured’s death. The Company may require return of the Policy.

The death benefit proceeds equal:

• the death benefit (described below); minus

• any past due monthly deductions if the insured dies during the grace period; minus

• any outstanding Policy loan and accrued loan interest; plus

• any additional insurance in force provided by rider.

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The Company will pay the death benefit proceeds to the primary beneficiary(ies), if living, or to a contingent beneficiary. If each beneficiary dies before the insured and there is no contingent beneficiary, the Company will pay the death benefit proceeds to the owner or the owner’s estate.

The Company will pay the death benefit proceeds in a lump sum or under a settlement option. The election may be made by the owner during his or her lifetime, or, if no election is in effect at his or her death, by the beneficiary. An option in effect at death may not be changed to another form of benefit after death. If no election is made, the Company will pay the death benefit proceeds in a lump sum.

If all or part of the death benefit proceeds will be paid to the beneficiary in one sum, the Company will pay interest on this sum as required by applicable state law from the date the Company receives due proof of the insured’s death to the date the Company makes payment. Generally payment will be made within seven days after the valuation date on which the Company has received at the Company’s administrative office all materials necessary to constitute due proof of death.

If a settlement option is elected, the death benefit will be applied to the option within seven days after the valuation date by which the Company received due proof of death and payments will begin under that option when provided by the option.

Death Benefit. The death benefit is determined at the end of the valuation period in which the insured dies. One of the three death benefit options offered under the Policy must be selected on the application. If the owner does not select a death benefit option on the application, Option A will be selected and the Company will ask the owner to confirm the selection of Option A in writing or choose another option.

For purposes of qualifying the Policy as a life insurance policy, there are two tax “tests” available in Code Section 7702, the “guideline premium” test, or the “cash value accumulation” test. The insured must choose either the guideline premium test or the cash value accumulation test on the application. This choice may not be changed. If a choice is not made on the application, the default test will be the guideline premium test.

The three death benefits are:

Under the Guideline Premium Test

Death Benefit Option A equals the greatest of:	•	the current specified amount; or
	•	a specified percentage called the “limitation percentage,” as shown on the Policy’s schedule page, multiplied by
		the cash value on the insured’s date of death; or
	•	the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

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Under the Cash Value Accumulation Test

Death Benefit Option A equals the greatest of:	•	the current specified amount; or
	•	a specified percentage called the “limitation percentage,” as shown on the Policy’s schedule page, multiplied by
		the difference of the cash value on the date of the primary insured’s death and any applicable net single premium for riders that are qualified additional benefits as shown on the owner’s Policy schedule page; or
	•	the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Under the Guideline Premium Test

Death Benefit Option B equals the greatest of:	•	the current specified amount; plus
		the cash value on the insured’s date of death; or
	•	the limitation percentage, as shown on the Policy’s schedule page, multiplied by
		the cash value on the primary insured’s date of death; or
	•	the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Under the Cash Value Accumulation Test

Death Benefit Option B equals the greatest of:	•	the current specified amount; plus
		the cash value on the primary insured’s date of death; or
	•	a specified percentage called the “limitation percentage”, as shown on the Policy’s schedule page, multiplied by
		the difference of the cash value on the date of the primary insured’s death and any applicable net single premium for riders that are qualified additional benefits as shown on the owner’s Policy’s schedule page; or
	•	the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Option C equals the greater of:

• death benefit option A; or

• the current specified amount, multiplied by an age-based “factor” equal to the lesser of:

• 1.0 or

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• 0.04 times (95 minus insured’s attained age at death) (the “factor” will never be less than zero); plus

the cash value on the insured’s date of death; or

• the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

The Company guarantees that, regardless of the death benefit option selected, so long as the Policy does not lapse, the death benefit will never be less than the specified amount on the insured’s date of death.

Change in Death Benefit Option. After the third Policy year, the owner may change the death benefit option once each Policy year if the specified amount was not changed that year and the insured is less than attained age 95. The Company will notify the owner of the new specified amount. The request to change the death benefit option must be in writing. The effective date of the change will be the Monthiversary on or following the date when the Company receives the request at its administrative office. The owner may not make a change that would decrease the specified amount below the minimum specified amount under band 1 listed on the Policy schedule page.

Death Benefit After Age 100. If the Policy is still in force on the Policy anniversary on or following the insured’s 100^th birthday, the Policy will continue and the death benefit payable will continue to be calculated in accordance with the death benefit option and the life insurance compliance test then in effect.

Effect of Inflation Fighter Rider on the Death Benefit. If Option A is chosen on the application, the owner may add the Inflation Fighter Rider to the Policy. If the Inflation Fighter Rider has been added, the Policy’s specified amount will automatically increase each year on the Policy anniversary until the 20^th Policy anniversary. If the death benefit option is changed to either Option B or Option C, the Inflation Fighter Rider will terminate and future scheduled increases in specified amount will automatically cease.

Change in Specified Amount. The owner may increase the specified amount once each Policy year and prior to the insured’s 86^th birthday if the death benefit option has not been changed that year. After the Policy has been in force for three years, the owner may decrease the specified amount once each Policy year if the death benefit option has not been changed that year. An increase in specified amount will be treated as an additional layer of coverage with its own cost of insurance rates, per unit charge, surrender charges, and surrender charge period. This also applies to increases generated by the Inflation Fighter Rider. If a change in specified amount causes the specified amount band to change, the Company will apply the new cost of insurance rates and per unit charge to the amounts in the new band as of the effective date of the change. The new minimum monthly guarantee premium is effective on the date of the change.

• Decrease in Specified Amount. The request to decrease the specified amount must be in writing, and the specified amount cannot be increased in the same Policy year. The specified amount cannot be decreased lower than the minimum specified amount under band 1 as shown on the Policy schedule page, nor can it be decreased if the specified amount would disqualify the Policy as life insurance under the Code. Until the later of the end of the surrender charge period or the Policy anniversary on or following the insured’s 65^th birthday, the Company may limit the amount of the decrease to no more than 20% of the then current

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specified amount. A decrease in specified amount will take effect on the Monthiversary on or after the Company receives the written request. There will be a decrease charge against the cash value if the request is made within the first 8 Policy years or during the 8-year period subsequent to an increase in specified amount.

• Increase in Specified Amount. A request to increase specified amount must be applied for on a supplemental application and must include evidence of insurability satisfactory to the Company. An increase requires approval by the Company, and will take effect on the Monthiversary on or after such approval. The Company may require the increase to be at least $10,000. The specified amount may not be decreased in the same Policy year that the specified amount is increased.

Supplemental Death Benefits. Supplemental death benefits and other benefits may be added to the Policy by purchasing one or more riders as described in the current prospectus for the Policy.

G. Policy Loans

Policy Loans. After the first Policy year and so long as the Policy is in force, the owner may obtain a Policy loan from the Company at any time by submitting a written, faxed, or telephone request to the Company’s administrative office. The signature of the owner’s spouse may be required. The Company may permit loans prior to the first anniversary for Policies issued pursuant to 1035 Exchanges. The minimum loan amount may be $500 and the maximum loan amount is 90% of the Policy’s net surrender value. Policy loans will be processed as of the valuation date the request is received and loan proceeds generally will be sent to the owner within seven days thereafter.

The Policy, as applied for and issued, will automatically permit the owner to request a loan by telephone, unless the owner provides other instructions. The Company will require the owner to provide certain information for identification purposes when making a loan request by telephone, and may require written confirmation of the request. The Company may reject the request if the loan amount exceeds $50,000 or if the address of record has been changed within the past 10 days. The Company will also accept fax instructions or requests from the owner regarding loans.

Collateral for Policy Loans. When a Policy loan is made, an amount equal to the requested loan is transferred from the cash value in the subaccounts or fixed account to the loan reserve. This withdrawal is made based on the owner’s current premium allocation instructions, unless the owner specifies a different allocation when requesting the loan.

Interest on Policy Loans. The Company currently charges interest on any outstanding Policy loan at a current effective annual interest rate of 2.75% (3% maximum guaranteed) on each Policy anniversary. The Company may declare various loan interest rates, and may apply different rates to different parts of the loan. Loan interest that is unpaid when due will be added to the loan amount on each Policy anniversary and will bear interest at the same rate. An amount equal to the unpaid amount of interest is transferred to the loan reserve from each subaccount and the fixed account based on the owner’s current premium allocation instructions, unless the owner directs otherwise. After the 10^th Policy

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year, the owner may borrow at preferred loan rates an amount equal to the cash value minus total premiums paid (less any cash withdrawals) and minus any outstanding loan amount including accrued loan interest. The current preferred loan interest rate charged is 2% effective annually and is guaranteed not to exceed 2.25%. After the insured’s attained age 100, all loans, new and existing, are considered preferred loans. The Company will credit the amount in the loan reserve with interest at an effective annual rate of 2%.

Effect on Death Benefit. If the death benefit becomes payable while a Policy loan is outstanding, the loan amount, including accrued loan interest, will be deducted in calculating the death benefit. If at any time the sum of outstanding loans, including accrued loan interest, causes the net surrender value of the Policy to reach zero, the Company will send the owner, and any assignee of record, notice of the default and the owner will have a 61-day grace period to submit a sufficient payment to avoid lapse.

H. Policy Changes After Age 100.

If the Policy is still in force on the Policy anniversary on or following the insured’s 100^th birthday, the Policy will continue, with the following changes:

• the Company will no longer accept any further premium payments;

• the Company will no longer deduct the monthly deductions;

• the Company will continue to deduct the mortality and expense risk charge;

• interest will continue to accrue on any Policy loans, as before;

• the Company will continue to accept Policy loan repayments and loan interest payments; and

• the Company will continue to permit Policy loans and withdrawals to be made.

I. Payments by the Company

Payments of cash withdrawals, surrenders, settlement options, or death benefits proceeds ordinarily will be made within seven days of the valuation date on which the Company receives the request and all required documentation at the Company’s administrative office. The Company may postpone the payment of any such transactions for any of the following reasons:

• the NYSE is closed for trading other than for customary holiday or weekend closings, or trading on the NYSE is otherwise restricted, or an emergency exists, as determined by the SEC;

• when the SEC by order permits a delay for the protection of owners; or

• if the payment is attributable to a check that has not cleared.

The Company may defer, for up to six months after the date the Company receives the request, the payment of any proceeds from the fixed account for a transfer, cash withdrawal, death benefit proceeds, or surrender request.

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J. Conversion Rights

The owner has the right to transfer all of the subaccount value to the fixed account. If this transfer is made during the first 24 Policy months, there is no transfer charge and the transfer is not counted for purposes of determining whether a transfer charge applies. The owner must make this request in writing.

K. Redemption Errors

In accordance with industry practice, the Company will establish procedures to address and to correct errors in amounts redeemed from the subaccounts and the fixed account, except for de minimus amounts. The Company will assume the risk of any non de minimus errors caused by the Company.

L. Misstatement of Age or Gender

If the insured’s age or gender has been misstated in the application or any other supplemental application, then the death benefit under the Policy will be adjusted based on what the cost of insurance charge and per unit charge for the most recent monthly deduction would have purchased based on the insured’s correct age and gender.

M. Incontestability

Except for fraud, the Policy limits the Company’s right to contest the Policy, for reasons of material misstatements contained in the application (or any supplemental application), after it has been in force during the insured’s lifetime for two years from the Policy date or, if reinstated, for two years from the reinstatement date. A new two-year contestability period will apply to each increase in specified amount that requires evidence of insurability (excluding automatic increases generated by the Inflation Fighter Rider), beginning on the effective date of each increase, and will apply only to statements made in the application for the increase.

N. Limited Death Benefit

The Policy limits the death benefit if the insured dies by suicide, while sane or insane, within two years after the Policy date or the effective date of a reinstatement. The Company’s liability is limited to an amount equal to the premiums paid, less any outstanding loan amount, and less any cash withdrawals. If the insured commits suicide, while sane or insane, within two years from the effective date of any increase in specified amount that requires evidence of insurability, the Company’s liability with respect to such increase will be its cost of insurance charges and any per unit charges.

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EX-24

Exhibit 27(r)(ii)

Power of Attorney:  Ron Wagley

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints PRISCILLA I. HECHLER, THOMAS E. PIERPAN, and STEVEN SHEPARD, and each of them severally, his true and lawful attorneys and agents in his name, place and stead and on his behalf (a) to sign and cause to be filed registration statements of WRL Series Life Account, WRL Series Annuity Account, WRL Series Annuity Account B and/or WRL Series Life Corporate Account under the Securities Act of 1933 and the Investment Company Act of 1940, as amended, and all amendments, consents and exhibits thereto; (b) to withdraw such statements or any amendments or exhibits and make requests for acceleration in connection therewith; (c) to take all other action of whatever kind or nature in connection with such registration statements which said attorneys may deem advisable; and (d) to make, file, execute, amend and withdraw documents of every kind, and to take other action of whatever kind they may elect, for the purpose of complying with the laws of any state relating to the sale of securities of the WRL Series Life Account, WRL Series Annuity Account, WRL Series Annuity Account B and/or WRL Series Life Corporate Account, hereby ratifying and confirming all actions of any of said attorneys and agents hereunder. Said attorneys or agents may act jointly or severally, and the action of one shall bind the undersigned as fully as if two or more had acted together.

            /s/ Ron Wagley

Ron Wagley, Chairman of the Board

February 18, 2004

Date