485APOS

As filed with the Securities and Exchange Commission on February 26, 2003

Registration No. 33-49998

811-7042

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.      ¨

Post-Effective Amendment No. 23 x

and

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 25 x

SEPARATE ACCOUNT VA-2L

(Exact Name of Registrant)

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

(Name of Depositor)

4333 Edgewood Road NE, Cedar Rapids, IA 52499

(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number, including Area Code: (319) 297-8121

Name and Address of Agent for Service:	Copy to:
Frank A. Camp, Esquire	Frederick R. Bellamy, Esquire
Transamerica Occidental Life Insurance Co.	Sutherland, Asbill & Brennan, LLP
4333 Edgewood Road, N.E.	1275 Pennsylvania Avenue, N.W.
Cedar Rapids, Iowa 52499-0001	Washington, D.C. 20004-2402

Approximate date of proposed sale to the public:

As soon as practicable after effectiveness of the Registration Statement.

Title of Securities being registered:

Variable Annuity Contracts

It is proposed that this filing will become effective:

¨ immediately upon filing pursuant to paragraph (b)

¨ on              pursuant to paragraph (b)

x 60 days after filing pursuant to paragraph (a)(i)

¨ on                              pursuant to paragraph (a)(1)

If appropriate, check the following box:

¨ This Post-Effective Amendment designates a new effective date for a previously filed Post-Effective Amendment.

DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE^®

VARIABLE ANNUITY

Issued Through

SEPARATE ACCOUNT VA-2L

by

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

Prospectus—May 1, 2003

This flexible purchase payment deferred variable annuity contract has many investment choices. There is a variable account that currently offers various underlying fund portfolios. There is also a fixed account, which offers interest at rates that are guaranteed by Transamerica Occidental Life Insurance Company (Transamerica). You can choose any combination of these investment choices. You bear the entire investment risk for all amounts you put in the variable account.

This prospectus and the underlying fund prospectuses give you important information about the contracts and the underlying funds. Please read them carefully before you invest and keep them for future reference.

If you would like more information about the Dreyfus/Transamerica Triple Advantage^® Variable Annuity, you can obtain a free copy of the Statement of Additional Information (SAI) dated May 1, 2003. Please call us at (877) 717-8861 or write us at: Transamerica Occidental Life Insurance Company, Attention: Customer Care Group, 4333 Edgewood Road NE, Cedar Rapids, Iowa, 52499-0111. A registration statement, including the SAI, has been filed with the Securities and Exchange Commission (SEC) and the SAI is incorporated herein by reference. Information about the variable annuity contract can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. You may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that contains the prospectus, the SAI, material incorporated by reference, and other information. The table of contents of the SAI is included at the end of this prospectus.

Please note that the contracts and the variable account investment choices:

• are not bank deposits

• are not federally insured

• are not endorsed by any bank or government agency

• are not guaranteed to achieve their goal

• are subject to risks, including loss of purchase payments

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.

SUBACCOUNT INVESTMENT CHOICES

AEGON/TRANSAMERICA SERIES FUND, INC.—INITIAL CLASS

Managed by Transamerica Investment Management, LLC

Transamerica Equity

DREYFUS VARIABLE INVESTMENT FUND—SERVICE CLASS

Managed by The Dreyfus Corporation

Appreciation Portfolio

Balanced Portfolio

Developing Leaders Portfolio

Disciplined Stock Portfolio

Growth and Income Portfolio

International Equity Portfolio

International Value Portfolio

Limited Term High Income Portfolio

Quality Bond Portfolio

Small Company Stock Portfolio

Special Value Portfolio

DREYFUS VARIABLE INVESTMENT FUND

Managed by The Dreyfus Corporation

Money Market Portfolio

DREYFUS STOCK INDEX FUND—SERVICE CLASS

Managed by The Dreyfus Corporation and Mellon Equity Associates as index fund manager

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.—SERVICE CLASS

Managed by The Dreyfus Corporation

DREYFUS INVESTMENT PORTFOLIOS—SERVICE CLASS

Managed by The Dreyfus Corporation

Core Bond Portfolio

Core Value Portfolio

Emerging Leaders Portfolio

Emerging Markets Portfolio

Founders Discovery Portfolio

Founders Growth Portfolio

Founders International Equity Portfolio

Founders Passport Portfolio

Japan Portfolio

MidCap Stock Portfolio

Technology Growth Portfolio

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TABLE OF CONTENTS

GLOSSARY OF TERMS		4
SUMMARY		6
ANNUITY CONTRACT FEE TABLE AND EXAMPLES		11
1.	THE ANNUITY CONTRACT	13
2.	PURCHASE	13
	Contract Issue Requirements	13
	Purchase Payments	13
	Initial Purchase Payment Requirements	14
	Additional Purchase Payments	14
	Maximum Total Purchase Payments	14
	Allocation of Purchase Payments	14
	Account Value	14
3.	INVESTMENT CHOICES	15
	The Variable Account	15
	The Fixed Account	16
	Transfers	16
4.	PERFORMANCE	17
5.	EXPENSES	18
	Surrender Charges	18
	Excess Interest Adjustment	19
	Mortality and Expense Risk Fees	19
	Administrative Charges	20
	Premium Taxes	20
	Federal, State and Local Taxes	20
	Transfer Fee	20
	Initial Payment Guarantee	20
	Tax Relief Rider	20
	Tax Relief Plus Rider	20
	Liquidity Rider	20
	Premium Accelerator	21
	Portfolio Fees and Expenses	21
6.	ACCESS TO YOUR MONEY	21
	Surrenders	21
	Delay of Payment and Transfers	21
	Excess Interest Adjustment	22
7.	ANNUITY PAYMENTS (THE INCOME PHASE)	22
	Annuity Payment Options	22
8.	DEATH BENEFIT	24
	When We Pay A Death Benefit	25
	When We Do Not Pay A Death Benefit	25
	Deaths After the Annuity Date	25
	Spousal Continuation	25
	Succession of Ownership	25
	Amount of Death Benefit	25
	Guaranteed Minimum Death Benefit	26
	Adjusted Partial Surrender	27
9.	TAXES	27
	Annuity Contracts in General	27
	Qualified and Nonqualified Contracts	27
	Surrenders—Qualified Contracts	28
	Surrenders—403(b) Contracts	28
	Diversification and Distribution Requirements	28
	Surrenders—Nonqualified Contracts	29
	Taxation of Death Benefit Proceeds	29
	Annuity Payments	29
	Annuity Contracts Purchased by Nonresident Aliens and Foreign Corporations	30
	Transfers, Assignments or Exchanges of Contracts	30
	Possible Tax Law Changes	30
	Variable Account Charges	30
10.	ADDITIONAL FEATURES	31
	Systematic Withdrawal Option	31
	Guaranteed Minimum Income Benefit	31
	Initial Payment Guarantee	31
	Tax Relief Rider	32
	Tax Relief Plus Rider	33
	Liquidity Rider	34
	Premium Accelerator Rider	34
	Nursing Care and Terminal Condition Withdrawal Option	35
	Unemployment Waiver	35
	Telephone Transactions	36
	Dollar Cost Averaging Program	36
	Asset Rebalancing	37
11.	OTHER INFORMATION	37
	Ownership	37
	Assignment	37
	Transamerica Occidental Life Insurance Company	37
	The Variable Account	38
	Mixed and Shared Funding	38
	Exchanges and Reinstatements	38
	Voting Rights	39
	Distributor of the Contracts	39
	IMSA	39
	Legal Proceedings	41
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION		41
APPENDIX A		42
	CONDENSED FINANCIAL INFORMATION	42
APPENDIX B		56
	HISTORICAL PERFORMANCE DATA	56
APPENDIX C		61
	CONTRACT VARIATIONS	61

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GLOSSARY OF TERMS

Account Value—On or before the annuity date, the account value is equal to the owner’s:

• purchase payments; minus

• partial surrenders (including the net effect of any applicable excess interest adjustments and/or surrender charges on such surrenders); plus

• interest credited in the fixed account; plus

• accumulated gains in the variable account; minus

• losses in the variable account; minus

• service charges, rider fees, premium taxes, and transfer fees, and any other charges, if any.

Adjusted Account Value—The account value increased or decreased by any excess interest adjustment.

Annuitant—The person during whose life any annuity payments involving life contingencies will be based on.

Annuity Date—The date upon which annuity payments are to commence. This date may be any date at least thirty days after the contract date and may not be later than the last day of the contract month starting after the annuitant attains age 85, except as expressly allowed by Transamerica. In no event will this date be later than the last day of the month following the month in which the annuitant attains age 95. The annuity date may have to be arlier for qualified contracts and may be earlier if required by state law.

Annuity Payment—An amount paid by Transamerica at regular intervals to the annuitant and/or any other payee specified by the owner. It may be on a variable or fixed basis.

Cash Value—The adjusted contract value less any applicable surrender charge and any rider fees (imposed upon surrender).

Contract Year—A contract year begins on the date in which the contract becomes effective and on each contract anniversary.

Excess Interest Adjustment—A positive or negative adjustment to amounts surrendered (both partial or full surrenders and transfers) or applied to annuity payment options from the fixed account guaranteed period options prior to the end of the guaranteed period. The adjustment reflects changes in the interest rates declared by Transamerica since the date any payment was received by (or an amount was transferred to) the guaranteed period option. The excess interest adjustment can either decrease or increase the amount to be received by the owner upon surrender (either full or partial) or commencement of annuity payments, depending upon whether there has been an increase or decrease in interest rates, respectively.

Fixed Account—One or more investment choices under the contract that are part of Transamerica’s general assets and are not in the variable account.

Guaranteed Period Options—The various guaranteed interest rate periods of the fixed account which Transamerica may offer and into which purchase payments may be paid or amounts transferred.

Owner (you, your)— The person who may exercise all rights and privileges under the contract. The owner during the lifetime of the annuitant and prior to the annuity date is the person designated as the owner or a successor owner in the information provided to us to issue a contract.

Subaccount—A subdivision within the variable account, the assets of which are invested in specified portfolios of the underlying funds.

Variable Account—Separate Account VA-2L, a separate account established and registered as a unit investment trust under the Investment Company

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Act of 1940, as amended (the “1940 Act”), to which purchase payments under the contracts may be allocated.

Variable Accumulation Unit—An accounting unit of measure used in calculating the account value in the variable account before the annuity date.

(Note: The SAI contains a more extensive Glossary.)

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SUMMARY

The sections in this summary correspond to sections in this prospectus, which discuss the topics in more detail.

1.    THE ANNUITY CONTRACT

The flexible premium deferred variable annuity contract offered by Transamerica Occidental Life Insurance Company (Transamerica, we, us, or our) provides a way for you to invest on a tax-deferred basis in the following investment choices: various subaccounts of the variable account and the fixed account of Transamerica. The contract is intended to accumulate money for retirement or other long-term investment purposes.

This contract currently offers subaccounts that are listed in Section 3. Each subaccount invests exclusively in shares of one of the portfolios of the underlying funds. The account value may depend on the investment experience of the selected subaccounts. Therefore, you bear the entire investment risk with respect to all account value in any subaccount. You could lose the amount that you invest.

The fixed account offers an interest rate that Transamerica guarantees. We guarantee to return your investment with interest credited for all amounts allocated to the fixed account.

The contract, like all deferred annuity contracts, has two phases: the “accumulation phase” and the “income phase.” During the accumulation phase, earnings accumulate on a tax-deferred basis and are taxed as ordinary income when you take them out of the contract. The income phase occurs when you begin receiving regular payments from your contract. The money you can accumulate during the accumulation phase will largely determine the income payments you receive during the income phase.

2.    PURCHASE

You can buy a nonqualified contract with $5,000 or more, and a qualified contract with $1,000 or more, under most circumstances. You can add as little as $50 at any time during the accumulation phase.

3.    INVESTMENT CHOICES

You can allocate your purchase payments to one or more of the following underlying fund portfolios described in the underlying fund prospectuses:

Transamerica Equity

Appreciation Portfolio

Balanced Portfolio

Developing Leaders Portfolio

Disciplined Stock Portfolio

Growth and Income Portfolio

International Equity Portfolio

International Value Portfolio

Limited Term High Income Portfolio

Quality Bond Portfolio

Small Company Stock Portfolio

Special Value Portfolio

Money Market Portfolio

Stock Index Fund

Socially Responsible Growth Fund, Inc.

Core Bond Portfolio

Core Value Portfolio

Emerging Leaders Portfolio

Emerging Markets Portfolio

Founders Discovery Portfolio

Founders Growth Portfolio

Founders International Equity Portfolio

Founders Passport Portfolio

Japan Portfolio

MidCap Stock Portfolio

Technology Growth Portfolio

As of January 22, 2001, new contract owners may only invest in the Service Class sub-accounts, with the exception of the Money Market Sub-Account and the Transamerica Equity Sub-account. The

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Initial Class sub-accounts (other than the Money Market Sub-account and Transamerica Equity Sub-account) are only available to contract owners that purchased the contract before January 22, 2001. The Service Class has a Rule 12b-1 Plan and the Initial Class does not.

Depending upon their investment performance, you can make or lose money in any of the subaccounts.

You can also allocate your purchase payments to the fixed account.

We currently allow you to transfer money between any of the investment choices during the accumulation phase. We reserve the right to impose a $10 fee for each transfer in excess of 18 transfers per contract year and to impose restrictions and limitations on transfers.

4.    PERFORMANCE

The value of the contract will vary up or down depending upon the investment performance of the subaccounts you choose. We provide past performance information in Appendix B and in the SAI. This data does not indicate future performance.

5.    EXPENSES

Note: The following section on expenses and the Annuity Contract Fee Table only apply to contracts issued after May 1, 2003. See Appendix C for older contracts.

No deductions are made from purchase payments at the time you buy the contract so that the full amount of each purchase payment is invested in one or more of your investment choices.

We may deduct a surrender charge of up to 7% of purchase payments surrendered within seven years after the purchase payment is paid. We will calculate surrender charges by taking the earnings, if any, out before purchase payments.

Full surrenders, partial surrenders, and transfers from a guaranteed period option of the fixed account may also be subject to an excess interest adjustment, which may increase or decrease the amount you receive. This adjustment may also apply to amounts applied to an annuity payment from a guaranteed period option of the fixed account.

We deduct daily mortality and expense risk fees and administrative charges at an annual rate of 1.30% (if you choose the “Return of Premium Death Benefit”); 1.50% (if you choose the Annual Step-Up Death Benefit); or 2.10% (if you choose the “Double Enhanced Death Benefit”) from the assets in each subaccount.

During the accumulation phase, we deduct an annual service charge of no more than $35 from the account value on each contract anniversary and at the time of surrender. The charge is waived if either the account value or the sum of all purchase payments, minus all partial surrenders, is at least $50,000.

Upon total surrender, payment of a death benefit, or when annuity payments begin, we will deduct state premium taxes, which currently range from 0% to 3.50%.

If you elect the Initial Payment Guarantee, when you annuitize there is a daily fee equal to an annual rate of             % of the daily net asset value in the subaccounts.

If you elect the Tax Relief Rider, there is an annual fee during the accumulation phase of             % of the account value.

If you elect the Tax Relief Plus Rider, there is an annual fee equal to             % of the account value.

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If you elect the Liquidity Rider, there is a fee equal to an effective annual rate of 0.40% of the daily net asset value in the separate account. This fee is only charged for the first four contract years.

If you elect the premier accelerator rider, there is a daily charge for the premium accelerator at an annual rate of 0.20% of the assets in each subaccount. This fee is only deducted for the first nine contract years.

The value of the net assets of the subaccounts will reflect the management fee and other expenses incurred by the underlying portfolios.

6.    ACCESS TO YOUR MONEY

You can take out $500 or more anytime during the accumulation phase (except under certain qualified contracts). After one year, you may, free of surrender charges once each contract year, take out up to the greater of:

• 10% of your purchase payments less surrenders deemed to be from purchase payments; or

• any gains in the contract.

Amounts surrendered in the first year, or in excess of this free amount, may be subject to a surrender charge and/or excess interest adjustment. You may have to pay income tax and a tax penalty on any money you take out.

The gains in the contract are the amount equal to the account value, minus the sum of all purchase payments, reduced by all prior partial surrenders deemed to be from purchase payments.

If you have account value in the fixed account, you may also take out any cumulative interest credited free of excess interest adjustments.

Access to amounts held in qualified contracts may be restricted or prohibited.

Surrenders are not generally permitted during the income phase unless you elect the Life with Emergency Cash^SM annuity payment option.

7.    ANNUITY PAYMENTS (THE INCOME PHASE)

The contract allows you to receive income under one of several annuity payment options. You may choose from fixed payment options, variable payment options, or a combination of both. If you select a variable payment option, the dollar amount of your payments may go up or down. However, the Initial Payment Guarantee is available as an optional rider and it guarantees a minimum amount for each payment.

8.    DEATH BENEFIT

If you are both the owner and the annuitant and you die before the income phase begins, then your beneficiary will receive a death benefit.

Naming different persons as owner and annuitant can affect whether the death benefit is payable and to whom amounts will be paid. Use care when naming owners, annuitants and beneficiaries, and consult your agent if you have questions.

When you purchase a contract you generally may choose one of the following guaranteed minimum death benefits:

• Double Enhanced;

• Annual Step-Up; or

• Return of Premium.

Charges are lower for the Return of Premium Death Benefit.

If the owner is not the annuitant, no death benefit is paid if the owner dies.

9.    TAXES

Your earnings, if any, are generally not taxed until you take them out. If you take money out of a

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nonqualified contract during the accumulation phase, earnings come out first for federal tax purposes, and are taxed as ordinary income. Under qualified contracts, surrenders are prorated between taxable and nontaxable amounts. If you are younger than 59½ when you take money out, you may be charged a 10% federal penalty tax on the earnings. For nonqualified contracts, payments during the income phase may be considered partly a return of your original investment so that part of each payment may not be taxable as income.

10.    ADDITIONAL FEATURES

This contract has additional features that might interest you. These include the following:

• You can arrange to have money automatically sent to you monthly, quarterly, semi-annually or annually while your contract is in the accumulation phase. This feature is referred to as the “Systematic Withdrawal Option” or “SWO.” Amounts you receive may be included in your gross income, and in certain circumstances, may be subject to penalty taxes.

• You can elect an optional rider at the time of annuitization that guarantees your variable annuity payments will never be less than             % of the initial variable annuity payment. This feature is called the “Initial Payment Guarantee.” There is an extra charge for this rider.

• You can elect one of two optional riders that might pay an additional amount on top of the contract death benefit, in certain circumstances. These features are called the “Tax Relief Rider” or “TRR” and the “Tax Relief Plus Rider” or “TRPR”. There is an extra charge for these riders.

• You can elect an optional rider that reduces the number of years each purchase payment is subject to surrender charges. You can only elect this rider at the time you purchase your contract. This feature is called the “Liquidity Rider”. There is an extra charge for this rider.

• You can elect an optional rider that adds a premium accelerator to the account value. You can only elect this rider at the time you purchase your contract. This feature is call the “preimum accelerator”. There is an extra charge for this rider.

• Under certain medically related circumstances, you may surrender all or part of the account value without a surrender charge and excess interest adjustment. This feature is called the “Nursing Care and Terminal Withdrawal Option.”

• Under certain unemployment circumstances, you may surrender all or a portion of the account value free of surrender charges and excess interest adjustments. This feature is called the “Unemployment Waiver.”

• You may generally make transfers and/or change the allocation of additional purchase payments by telephone. We may restrict or eliminate this feature.

• You can arrange to automatically transfer money (at least $250 per transfer) monthly or quarterly from certain investment options into one or more subaccounts. This feature is known as “Dollar Cost Averaging” or “DCA.”

• We will, upon your request, automatically transfer amounts among the subaccounts on a regular basis to maintain a desired allocation of the account value among the various subaccounts. This feature is called “Asset Rebalancing.”

These features may not be available for all contracts, may vary for certain contracts, and may not be suitable for your particular situation.

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11.    OTHER INFORMATION

Right to Cancel Period. You may return your contract for a refund, but only if you return it within a prescribed period, which is generally 10 days (after you receive the contract), or whatever longer time may be required by state law. The amount of the refund will generally be the account value. Please note, we will not credit interest on amounts that you allocate to the fixed account. We will pay the refund within 7 days after we receive written notice of cancellation and the returned contract within the applicable time period. The contract will then be deemed void.

No Probate. Usually, the person receiving the death benefit under this policy will not have to go through probate. State laws vary on how the amount that may be paid is treated for estate tax purposes.

Who should purchase the Contract? This contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes; and for persons who have maximized their use of other retirement savings methods, such as 401(k) plans. The tax-deferred feature is most attractive to people in high federal and state tax brackets. The tax deferral features of variable annuities are unnecessary when purchased to fund a qualified plan. You should not buy this contract if you are looking for a short-term investment, market timing, or if you cannot take the risk of losing money that you put in.

There are various fees and charges associated with variable annuities. You should consider whether the features and benefits of this contract, unique to variable annuities, such as the opportunity for lifetime income payments, a guaranteed death benefit, the guaranteed level of certain charges, the Tax Relief Rider, Tax Relief Plus Rider, and the Initial Payment Guarantee, make this contract appropriate for your needs.

Older Contracts. This prospectus generally describes contracts issued after May 1, 2003. See Appendix C for information on how older contracts have different features and requirements, and sometimes different fees and deductions.

State Variations. Certain provisions of the contracts may be different than the general description in this prospectus, and certain riders and options may not be available, because of legal restrictions in your state. See your contract for specific variations since any such state variations will be included in your contract or in riders or endorsements attached to your contract. See your agent or contact us for specific information that may be applicable to your state.

Financial Statements. Financial Statements for Transamerica and the subaccounts are in the SAI. Condensed financial information for the subaccounts (those in operation before January 1, 2003) is in Appendix A to this prospectus.

12.    INQUIRIES

If you need more information, please contact us at:

Transamerica Occidental Life Insurance Company

Attention: Customer Care Group

4333 Edgewood Road NE

Cedar Rapids, IA 52499-0001

1-877-717-8861

You may check your contract at www.transamericaservice.com. Follow the logon procedures. You will need your pre-assigned Personal Identification Number (“PIN”) to access information about your contract. We cannot guarantee that you will be able to access this site.

You should protect your PIN, because on-line (or telephone) options may be available and could be made by anyone that knows your PIN. We may not be able to verify that the person providing instructions using your PIN is you or someone authorized by you.

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ANNUITY CONTRACT FEE TABLE AND EXAMPLES⁽¹⁾

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract, surrender the contract, or transfer cash value between investment options. State premium taxes may also be deducted.

Contract Owner Transaction Expenses:
Sales Load On Purchase Payments	0	%
Maximum Surrender Charge (as a % of premium payments surrendered)(2)	7	%
Transfer Fee(3)	$0-$10

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

Annual Service Charge(4)	$0-$35 Per Contract
Variable Account Annual Expenses (as a percentage of average account value):
Base Variable Account Expenses:
Mortality and Expense Risk Fee(5)	1.15	%
Administrative Charge	0.15	%
Total Variable Account Annual Expenses	1.30	%
Optional Variable Account Expenses:
Double Enhanced Death Benefit(6)	0.80	%
Annual-Step Death Benefit(7)	0.20	%
Liquidity Rider(8)	0.40	%
Premium Accelerator(9)	0.20	%
Total Variable Account Annual Expenses with Highest Optional Variable Account Expenses(10)	2.30	%
Annual Optional Rider Fees:
Tax Relief Rider(11)		%
Tax Relief Plus Rider(12)		%

The next items shows the minimum and maximum total operating expenses charged by the portfolio companies for the year ended December 31, 2002. Expenses may be higher or lower in future years. More detail concerning each portfolio fees and expenses is contained in the prospectus for each portfolio.

Total Portfolio Annual Expenses(13):	Minimum	Maximum
Expenses that are deducted from portfolio assets, including management fees, distribution and/or service 12b-1 fees, and other expenses.	%	%

This Example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, variable account annual expenses, and portfolio fees and expenses.

The Example assumes that you invest $10,000 in the contract for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the portfolios. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Example	1 Year	3 Years	5 Years	10 Years
If the contract is surrendered at the end of the applicable time period.
If the contract is annuitized at the end of the applicable time period or if you do not surrender your contract.

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⁽¹⁾ During the accumulation phase the fees may be different that those described in the Annuity Contract Fee Table. See Section 5, Expenses^.

⁽²⁾ The surrender charge, if any is imposed, applies to each contract, regardless of how account value is allocated among the variable account and the fixed account. The surrender charge is decreased based on the number of years since the purchase payment was made. If applicable, a surrender charge will only be applied to surrenders that exceed the amount available under certain listed exceptions.

If you select the Life with Emergency Cash^SM annuity payment option, you will be subject to a surrender charge after the annuity commencement date. See Section 5, Expenses.

⁽³⁾ The transfer fee, if any is imposed, applies to each contract, regardless of how account value is allocated among the variable account and the fixed account. There is no fee for the first 18 transfers per year. For additional transfers, Transamerica may charge a fee of $10 per transfer.

⁽⁴⁾ The service charge applies to the fixed account and the variable account, and is assessed on a pro rata basis relative to each account’s account value as a percentage of the contract’s total account value. The service charge is deducted on each contract anniversary and at the time of surrender.

⁽⁵⁾ The mortality and expense risk fee shown (1.15%) is for the “Return of Premium Death Benefit.”

⁽⁶⁾ The fee for the “Double Enhanced Death Benefit” is in addition to the mortality and expense risk fee of (1.15%).

⁽⁷⁾ The fee for the “Annual-Step Death Benefit” is in addition to the mortality and expense risk fee of (1.15%).

⁽⁸⁾ The fee for the “Liquidity Rider” is in addition to the mortality and expense risk fee of (1.15%). The fee is only charged in the first four contract years.

⁽⁹⁾ This fee is only deducted the first nine contract years.

⁽¹⁰⁾ The Double Enhanced Death Benefit and Liquidity Rider fees are included herein.

⁽¹¹⁾ The annual Tax Relief Rider fee is             % of the account value and is deducted only during the accumulation phase.

⁽¹²⁾ The annual Tax Relief Plus Rider fee is             % of the account value.

⁽¹³⁾ The fee table information relating to the underlying funds is for the year 2002 (unless otherwise noted) and was provided to Transamerica by the underlying funds, their investment advisers or managers, and Transamerica has not and cannot independently verify the accuracy or completeness of such information. Actual expenses of the portfolios in future years and the current year may be greater or less than those shown in the Table.

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1.     THE ANNUITY CONTRACT

This prospectus describes the Dreyfus/Transamerica Triple Advantage^® Variable Annuity contract offered by Transamerica Occidental Life Insurance Company. This prospectus generally describes contracts issued after May 1, 2003. Contracts issued before that date may have different features (such as different death benefits or annuity payments) and different charges. These differences are noted in Appendix C.

An annuity is a contract between you, the owner, and an insurance company (in this case Transamerica), where the insurance company promises to pay you an income in the form of annuity payments. These payments begin on a designated date, referred to as the annuity date. Until the annuity date, your annuity is in the accumulation phase and the earnings (if any) are tax deferred. Tax deferral means you generally are not taxed until you take money out of your annuity. After the annuity date, your annuity switches to the income phase.

The contract is a flexible premium variable annuity. You can use the contract to accumulate funds for retirement or other long-term financial planning purposes. Your individual investment and your rights are determined primarily by your own contract.

The contract is a “flexible premium” annuity because after you purchase it, you can generally make additional investments of $50 or more until the annuity date. You are not required to make any additional investments.

The contract is a “variable” annuity because the value of your investments can go up or down based on the performance of your investment choices. If you invest in the variable account, the amount of money you are able to accumulate in your contract during the accumulation phase depends upon the performance of your investment choices. You could lose the amount you allocate to the variable account. The amount of annuity payments you receive during the income phase from the variable account also depends upon the investment performance of your investment choices for the income phase. However, if you annuitize under the Initial Payment Guarantee, then Transamerica will guarantee a minimum amount of your annuity payments. The is an extra charge for this rider.

The contract also contains a fixed account. The fixed account offers interest at rates that we guarantee will not decrease during the selected guaranteed period. There may be different interest rates for each different guaranteed period that you select.

2.     PURCHASE

Contract Issue Requirements

Transamerica will not issue a contract unless:

• Transamerica receives all information needed to issue the contract;

• Transamerica receives a minimum initial purchase payment; and

• The annuitant, owner, and any joint owner are age 90 or younger (age may be lower for qualified contracts).

We reserve the right to reject any application or purchase payment.

Purchase Payments

You should make checks for purchase payments payable only to Transamerica Occidental Life Insurance Company and send them to the Transamerica Annuity Service Center. Your check must be honored in order for Transamerica to pay any associated payments and benefits due under the contract.

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Initial Purchase Payment Requirements

The initial purchase payment for nonqualified contracts must be at least $5,000, and at least $1,000 for qualified contracts. There is generally no minimum initial purchase payment for contracts issued under section 403(b) of the Internal Revenue Code; however, your purchase payments must be received within 90 days of the contract date or your contract will be canceled. We will credit your initial purchase payment to your contract within two business days after the day we receive it and your complete contract information. If we are unable to credit your initial purchase payment, we will contact you within five business days and explain why. We will also return your initial purchase payment at that time unless you let us keep it and credit it as soon as possible.

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

There may be delays in our receipt of applications that are outside of our control (for example, because of the failure of the selling broker/dealer or sales agent to forward the application to us promptly, or because of delays in determining that the contract is suitable for you). Any such delays will affect when your contract can be issued and when your purchase payment is allocated among your investment choices.

Additional Purchase Payments

You are not required to make any additional purchase payments. However, you can make additional purchase payments as often as you like during the accumulation phase. Additional purchase payments must be at least $50. We will credit additional purchase payments to your contract as of the business day we receive your purchase payment and required information. Additional purchase payments must be received before the New York Stock Exchange closes to get same-day pricing of the additional purchase payment.

Maximum Total Purchase Payments

Cumulative purchase payments above $1,000,000 for issue ages 0 to 80 require prior approval by Transamerica. For issue ages over 80, cumulative purchase payments above $500,000 require prior approval by Transamerica.

Allocation of Purchase Payments

When you purchase a contract, we will allocate your purchase payment to the investment choices you select. Your allocation must be in whole percentages and must total 100%. We will allocate additional purchase payments the same way, unless you request a different allocation.

If you allocate purchase payments to the Dollar Cost Averaging program, you must give us instructions regarding the subaccount(s) to which transfers are to be made or we cannot accept your purchase payment.

You may change allocations for future additional purchase payments by sending us written instructions or by telephone, subject to the limitations described under “Telephone Transactions.” The allocation change will apply to purchase payments received on or after the date we receive the change request.

Transamerica reserves the right to restrict or refuse any purchase payment.

Account Value

You should expect your account value to change from valuation period to valuation period. The account value varies based on the performance of the variable accumulation units. A valuation period begins at the close of regular trading on the New York Stock Exchange on each business day and ends at the close of regular trading on the next

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succeeding business day. A business day is each day that the New York Stock Exchange is open. The New York Stock Exchange generally closes at 4:00 p.m. eastern time. Holidays are generally not business days.

3.     INVESTMENT CHOICES

The Variable Account

The following variable subaccounts are available under the contract for new investors. The subaccounts invest in shares of the various underlying fund portfolios. The companies that provide investment advice and administrative services for the underlying fund portfolios offered through this contract are listed below. The following variable investment choices are currently offered through this contract:

AEGON/TRANSAMERICA SERIES FUND, INC.—INITIAL CLASS

Managed by Transamerica Investment

Management, LLC

Transamerica Equity

DREYFUS VARIABLE INVESTMENT FUND—SERVICE CLASS

Managed by The Dreyfus Corporation

Appreciation Portfolio

Balanced Portfolio

Developing Leaders Portfolio⁽¹⁾

Disciplined Stock Portfolio

Growth and Income Portfolio

International Equity Portfolio

International Value Portfolio

Limited Term High Income Portfolio

Quality Bond Portfolio

Small Company Stock Portfolio

Special Value Portfolio

DREYFUS VARIABLE INVESTMENT FUND

Managed by The Dreyfus Corporation

Money Market Portfolio

DREYFUS STOCK INDEX FUND—SERVICE CLASS

Managed by The Dreyfus Corporation

and Mellon Equity Associates as index fund manager

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.—SERVICE CLASS

Managed by The Dreyfus Corporation

DREYFUS INVESTMENT PORTFOLIOS—SERVICE CLASS

Managed by The Dreyfus Corporation

Core Bond Portfolio

Core Value Portfolio

Emerging Leaders Portfolio

Emerging Markets Portfolio

Founders Discovery Portfolio

Founders Growth Portfolio

Founders International Equity Portfolio

Founders Passport Portfolio

Japan Portfolio

MidCap Stock Portfolio

Technology Growth Portfolio

⁽¹⁾ Formerly known as Dreyfus Small Cap Portfolio

As of January 22, 2001, new contract owners may only invest in the Service Class sub-accounts, with the exception of the Money Market Sub-account and the Transamerica Equity Sub-account. The Initial Class sub-accounts (other than the Money Market Sub-account and Transamerica Equity Sub-account) are only available to contract owners that purchased the contract before January 22, 2001.

The general public may not purchase shares of these underlying fund portfolios. The name and investment objectives and policies may be similar to other portfolios and underlying funds managed by the same investment adviser or manager that are sold directly to the public. You should not expect the investment results of the underlying fund portfolios to be the same as those of other portfolios or underlying funds.

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More detailed information, including an explanation of the portfolio’s investment objectives, may be found in the current prospectus for the underlying fund portfolios, which accompany this prospectus. You should read the prospectuses for the underlying fund portfolios carefully before you invest.

We may receive expense reimbursements or other revenues from the underlying funds or their managers. The amount of these reimbursements or revenues, if any, may be substantial and may be different for different portfolios and may be based on the amount of assets that Transamerica or the variable account invests in the underlying fund portfolios.

We do not guarantee that any of the subaccounts will always be available for purchase payments, allocations, or transfers. See the SAI for more information concerning the possible addition, deletion, or substitution of investments.

The Fixed Account

Purchase payments allocated and amounts transferred to the fixed account become part of Transamerica’s general account. Interests in the general account have not been registered under the Securities Act of 1933 (the “1933 Act”), nor is the general account registered as an investment company under the 1940 Act. Accordingly, neither the general account nor any interests therein are generally subject to the provisions of the 1933 or 1940 Acts.

We guarantee that the interest credited to the fixed account will not be less than the guaranteed minimum effective annual interest rate shown on your contract specification page (the “guaranteed minimum”). We determine credited rates, which are guaranteed for at least one year, in our sole discretion. You bear the risk that we will not credit interest greater than the guaranteed minimum. At the end of the guaranteed period option you selected, the value in that guaranteed period option will automatically be transferred into a new guaranteed period option of the same length (or the next shorter period if the same period is no longer offered) at the current interest rate for that period. You can transfer to another investment choice by giving us notice within 30 days before the end of the expiring guaranteed period.

Full and partial surrenders and transfers from a guaranteed period option of the fixed account are generally subject to an excess interest adjustment (except at the end of the guaranteed period). This adjustment will also be made to amounts that you apply to an annuity payment. This adjustment may increase or decrease the amount of interest credited to your contract. The excess interest adjustment will not decrease the interest credited to your contract below the guaranteed minimum, however.

We also guarantee that upon full surrender your cash value attributable to the fixed account will not be less than the amount required by the applicable nonforfeiture law at the time the policy is issued.

If you select the fixed account, your money will be placed with Transamerica’s other general assets. The amount of money you are able to accumulate in the fixed account during the accumulation phase depends upon the total interest credited. The amount of annuity payments you receive during the income phase from the fixed portion of your contract will remain level for the entire income phase.

We reserve the right to refuse any purchase payment to the fixed account if we are crediting the guaranteed minimum.

Transfers

During the accumulation phase, you may make transfers to or from any subaccount or to the fixed account as often as you wish within certain limitations.

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Transfers out of a guaranteed period option of the fixed account are limited to the following:

• Transfers at the end of a guaranteed period. No excess interest adjustment will apply.

• Transfers of amounts equal to interest credited. This may affect your overall interest-crediting rate, because transfers are deemed to come from the oldest purchase payment first.

• Other than at the end of a guaranteed period, transfers of amounts from the guaranteed period option in excess of amounts equal to interest credited, are subject to an excess interest adjustment. If it is a negative adjustment, the maximum amount you can transfer in any one contract year is 25% of the amount in that guaranteed period option, less any previous transfers during the current contract year. If it is a positive adjustment, we do not limit the amount that you can transfer.

Each transfer must be at least $500, or the entire subaccount value. Transfers of interest from a guaranteed period option of the fixed account, must be at least $50. If less than $500 remains as a result of the transfer, then we reserve the right to include that amount in the transfer. Transfers must be received while the New York Stock Exchange is open to get same-day pricing of the transaction.

We reserve the right to prohibit transfers to the fixed account if we are crediting the guaranteed minimum.

The number of transfers permitted may be limited and a $10 charge per transfer may apply.

During the income phase, you may transfer values out of any subaccount; however, you cannot transfer values out of the fixed account. The minimum amount that can be transferred during this phase is the lesser of $10 of monthly income, or the entire monthly income of the annuity units in the subaccount from which the transfer is being made.

Transfers may be made by telephone, subject to the limitations described below under “Telephone Transactions.”

Market Timing. The contract you are purchasing was not designed for professional market timing organizations or other persons that use programmed, large, or frequent transfers. The use of such transfers may be disruptive to an underlying fund portfolio and increase transfer costs. We reserve the right to reject any purchase 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 an underlying fund portfolio’s operations or if an underlying fund portfolio would reject our purchase order or because of a history of frequent transfers. 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. We may, at any time, discontinue transfer privileges, modify our procedures, or limit the number of transfers we permit.

We do not permit market timing. Do not purchase this contract if you are a market timer.

4.     PERFORMANCE

Transamerica periodically advertises performance of the various subaccounts. Performance figures might not reflect charges for options, riders, or endorsements. We may disclose at least three different kinds of performance. First, we may calculate performance by determining the percentage change in the value of an variable accumulation unit by dividing the increase (decrease) for that unit by the value of the variable accumulation unit at the beginning of the period. This performance number reflects the deduction of the mortality and expense risk fees and administrative charges. It does not reflect the deduction of any applicable premium taxes, surrender charges, or fees for any optional riders or endorsements. The deduction of any applicable

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premium taxes, surrender charges, or rider fees would reduce the percentage increase or make greater any percentage decrease.

Second, advertisements may also include total return figures, which reflect the deduction of the mortality and expense risk fees and administrative charges. These figures may also include or exclude surrender charges.

Third, in addition, for certain investment portfolios, performance may be shown for the period commencing from the inception date of the investment portfolio (i.e. before commencement of subaccount operations). These figures should not be interpreted to reflect actual historical performance of the subaccounts.

We also may, from time to time, include in our advertising and sales materials, the performance of other funds or accounts managed by the subadviser, the performance of predecessors to the underlying fund portfolios, tax deferred compounding charts and other hypothetical illustrations, which may include comparisons of currently taxable and tax deferred investment programs, based on selected tax brackets.

Appendix B to this prospectus contains past performance information that you may find useful. It is divided into various parts, depending upon the type of performance information shown. Past performance is no indication of future performance; future performance will vary and future results will not be the same as the results shown.

5.     EXPENSES

There are charges and expenses associated with your contract that reduce the return on your investment in the contract.

Surrender Charges

During the accumulation phase, you can surrender part or all of the cash value (restrictions may apply to qualified contracts). We may apply a surrender charge to compensate us for expenses relating to sales, including commissions to registered representatives and other promotional expenses. After the first year, you can surrender up to the greater of 10% of your purchase payments (less partial surrenders deemed to be from purchase payments) or any gains in the contract once each year free of surrender charges. This amount is referred to as the free percentage and is determined at the time of surrender. (The free percentage is not cumulative, so not surrendering anything in one year does not increase the surrender charge free amount in subsequent years.) If you surrender money in excess of this free amount, you might have to pay a surrender charge, which is a contingent deferred sales charge, on the excess amount.

The following schedule shows the surrender charges that apply during the seven years following payment of each purchase payment:

Number of Years Since Purchase Payment Date	Surrender Charge (as a percentage of purchase payment surrendered)
0 – 1	7%
1 – 2	7%
2 – 3	6%
3 – 4	6%
4 – 5	5%
5 – 6	4%
6 – 7	3%
more than 7	0

For example, assume your purchase payment is $100,000 and your account value is $106,000 at the beginning of the second contract year and you surrender $30,000. Since that amount is more than your free amount ($10,000), you would pay a surrender charge of $1,400 on the remaining $20,000 (7% of $30,000 - $10,000).

Likewise, assume your account value is $80,000 (purchase payments $100,000) at the beginning of the second contract year and you surrender your

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contract. You would pay a surrender charge of $6,300 [7% of ($100,000 – ($100,000 x 10%))].

You can generally choose to receive the full amount of a requested partial surrender by directing us to deduct any applicable surrender charge (and any applicable excess interest adjustment) from your remaining account value. You receive your cash value upon full surrender.

For surrender charge purposes, earnings are considered to be surrendered first, then the oldest purchase payment is considered to be surrendered next.

Surrender charges are waived under the Nursing Care and Terminal Withdrawal Option or the Unemployment Waiver.

Keep in mind that surrenders may be taxable, and if made before age 59½, may be subject to a 10% federal penalty tax. For tax purposes, surrenders from nonqualified contracts are considered to come from earnings first. Under qualified contracts, surrenders may be prorated between taxable and nontaxable amounts.

Life with Emergency Cash^SM Surrender Charge. If you select the Life with Emergency Cash^SM annuity payment option, then you can surrender your contract even after annuity payments have begun. However, there is a surrender charge during the first four years after the annuity date. The following schedule shows the current surrender charge:

Number of Years Since Annuity Date	Surrender Charge (as a percentage of adjusted account value)
0 – 1	4%
1 – 2	3%
2 – 3	2%
3 – 4	1%
more than 4	0%

Note carefully the following three things about this surrender charge:

• this surrender charge is measured from the annuity date and not from the purchase payment date;

• this surrender charge is a percentage of the adjusted account value applied to the Life with Emergency Cash^SM annuity payment option, and not a percentage of purchase payment; and

• under this payment option, there is no surrender charge free amount.

Excess Interest Adjustment

Surrenders and transfers from the fixed account may be subject to an excess interest adjustment. This adjustment could retroactively reduce the interest credited in the fixed account to the guaranteed minimum or increase the amount credited. This adjustment may also apply to amounts applied to an annuity payment. See “The Fixed Account” in Section 3.

Mortality and Expense Risk Fees

We charge a fee as compensation for bearing certain mortality and expense risks under the contract. This fee is assessed daily based on the net asset value of each subaccount. Examples of such risks include a guarantee of annuity rates, the death benefits, certain expenses of the contract, and assuming the risk that the current charges will be insufficient in the future to cover costs of administering the contract. We may also pay distribution expenses out of this charge.

During the accumulation phase, for the Return of Premium Death Benefit the daily mortality and expense risk fee is at an annual rate of 1.15%; for the Annual Step-Up Death Benefit, the mortality and expense risk fee is at an annual rate of 1.35%; and for the Double Enhanced Death Benefit, the mortality and expense risk fee is at an annual rate of 1.95%. During the income phase, the mortality and expense risk fee is always at an annual rate of 1.10%.

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If this charge does not cover our actual costs, we absorb the loss. Conversely, if the charge more than covers actual costs, the excess is added to our surplus. We expect to profit from this charge. We may use any profit for any proper purpose, including distribution expenses.

Administrative Charges

We deduct a daily administrative charge to cover the costs of administering the contract (including certain distribution–related expense). This charge is equal to an annual rate of 0.15% per year of the daily net asset value of the variable account during both the accumulation phase and the income phase.

In addition, an annual service charge of $35 (but not more than 2% of the account value) is charged on each contract anniversary and at surrender. The service charge is waived if your account value or the sum of your purchase payments, less all partial surrenders, is at least $50,000.

Premium Taxes

Some states assess premium taxes on the purchase payments you make. We currently do not deduct for these taxes at the time you make a purchase payment. However, we will deduct the total amount of premium taxes, if any, from the account value when:

• you begin receiving annuity payments;

• you surrender the contract; or

• a death benefit is paid.

Generally, premium taxes range from 0% to 3.50%, depending on the state.

Federal, State and Local Taxes

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

Transfer Fee

You are allowed to make 18 free transfers per year before the annuity date. If you make more than 18 transfers per year, we reserve the right to charge $10 for each additional transfer. Purchase payments, Asset Rebalancing and Dollar Cost Averaging transfers do not count as one of your 18 free transfers per year. All transfer requests made at the same time are treated as a single request.

Initial Payment Guarantee

If you elect the Initial Payment Guarantee at the time of annuitization, there is a daily rider fee currently at an annual rate of 1.25% of the daily net asset value. This fee may be higher or lower at the time you annuitize and elect the rider.

Tax Relief Rider

If you elect the Tax Relief Rider, there is an annual rider fee during the accumulation phase of 0.25% of the account value. The rider fee will be deducted on each rider anniversary and upon termination of the rider (once we have received all necessary regulatory approvals) during the accumulation phase.

Tax Relief Plus Rider

If you elect the Tax Relief Plus Rider, there is an annual rider fee during the accumulation phase of             %. The rider fee will be deducted on each rider anniversary and upon termination of the rider (once we have received all necessary regulatory approvals) during the accumulation phase.

Liquidity Rider

If you elect the Liquidity Rider, a rider fee equal to an effective annual rate of 0.40% of the daily net asset value in the separate account is deducted in calculating the variable accumulation unit values. The rider fee is only charged for the first four contract years.

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Premium Accelerator

If you elect the premium accelerator, there is a daily charge for the premium accelerator at an annual rate of 0.20% of the assets in each subaccount, but this fee is only deducted for the first nine contract years.

Portfolio Fees and Expenses

The value of the assets in each subaccount will reflect the fees and expenses paid by the underlying fund portfolio. The minimum and maximum fund expenses for the calendar previous calendar year are found in the “Fee Table” section of this prospectus. See the prospectuses for the underlying fund portfolios for more information.

6.     ACCESS TO YOUR MONEY

During the accumulation phase, you can have access to the money in your contract in the following ways:

• by making a surrender (either a complete or partial surrender); or

• by taking systematic payouts.

Surrenders

If you take a complete surrender, you will receive your cash value.

If you want to take a partial surrender, in most cases it must be for at least $500. Unless you tell us otherwise, we will take the surrender from each of the investment choices in proportion to the account value.

After one year, you may take up to the greater of 10% of your purchase payments (less partial surrenders deemed to be from purchase payments) or any gains in the contract free of surrender charges once each contract year. Remember that any surrender you take will reduce the account value, and the amount of the death benefit. See Section 8, Death Benefit, for more details. A surrender may also reduce other benefits.

Surrenders may be subject to a surrender charge. Surrenders from the fixed account may also be subject to an excess interest adjustment. Income taxes, federal tax penalties and certain restrictions may apply to any surrenders you make.

Surrenders from qualified contracts may be restricted or prohibited.

During the income phase, you will receive annuity payments under the annuity payment you select; however, you generally may not take any other surrenders, either complete or partial, unless you elect a Life with Emergency Cash^SM payment option.

Delay of Payment and Transfers

Payment of any amount due from the variable account for a surrender, a death benefit, or the death of the owner of a nonqualified contract, will generally occur within seven business days from the date we receive all required information. We may defer such payment from the variable account if:

• the New York Stock Exchange is closed other than for usual weekends or holidays or trading on the Exchange is otherwise restricted;

• an emergency exists as defined by the SEC or the SEC requires that trading be restricted; or

• the SEC permits a delay for the protection of owners.

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

Federal laws designed to counter terrorism and prevent money laundering by criminals might in certain circumstances require us to reject a purchase payment and/or freeze a contract owner’s account. If these laws apply in a particular situation, we would not be allowed to pay any request for withdrawals, surrenders, or death benefits, make

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transfers, or continue making annuity payments absent instructions from the appropriate federal regulator. We may also be required to provide information about you and your contract to government agencies or departments.

Pursuant to the requirements of certain state laws, we reserve the right to defer payment of the cash value from the fixed account for up to six months. We may defer payment of any amount until your purchase payment check has cleared your bank.

Excess Interest Adjustment

Money that you transfer out of or surrender from a guaranteed period option of the fixed account before the end of its guaranteed period (the number of years you specified the money would remain in the guaranteed period option) may be subject to an excess interest adjustment. At the time you request a transfer or surrender (either full or partial), if interest rates set by Transamerica have risen since the date of the initial guarantee, the excess interest adjustment will result in a lower cash value on surrender. However, if interest rates have fallen since the date of the initial guarantee, the excess interest adjustment will result in a higher cash value on surrender or transfer.

Any amount surrendered in excess of the cumulative interest credited is generally subject to an excess interest adjustment.

An excess interest adjustment may also be made on amounts applied to an annuity payment option.

There will be no excess interest adjustment on any of the following:

• surrenders or transfers of cumulative interest credited;

• Nursing Care and Terminal Condition Withdrawal Option surrenders;

• Unemployment Waiver surrenders;

• surrenders to satisfy any minimum distribution requirements; and

• Systematic Withdrawal Option payments, which do not exceed cumulative interest credited at the time of payment.

Please note that in these circumstances you will not receive a higher cash value if interest rates have fallen nor will you receive a lower cash value if interest rates have risen.

The excess interest adjustment may vary for certain contracts and may not be applicable for all contracts.

7.     ANNUITY PAYMENTS (THE INCOME PHASE)

You choose the annuity date. You can change this date by giving us written notice 30 days before the current annuity date. The new annuity date must be at least 30 days after we receive notice of the change. The latest annuity date generally cannot be after the contract month following the month in which the annuitant attains age 85 (in certain cases, we may allow the date to be up to the last day of the month following the month in which the annuitant attains age 95). The earliest annuity date is 30 days after you purchase your contract.

Before the annuity date, if the annuitant is alive, you may choose an annuity payment option or change your election. If the annuitant dies before the annuity date, the death benefit is payable in a lump sum or under one of the annuity payment options (unless the surviving spouse continues the contract).

Unless you specify otherwise, the annuitant will receive the annuity payments. After the annuitant’s death, the beneficiary will receive any remaining guaranteed payments.

Annuity Payment Options

The contract provides several annuity payments that are described below (these options are not available under the Guaranteed Minimum Income Benefit). You may choose any combination of

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annuity payments. We will use your adjusted account value to provide these annuity payments. If the adjusted account value on the annuity date is less than $2,000, we reserve the right to pay it in one lump sum in lieu of applying it under an annuity payment. You can receive annuity payments monthly, quarterly, semi-annually, or annually. (We reserve the right to change the frequency if payments would be less than $50.) Unless you choose to receive variable payments, the amount of each payment will be set on the annuity date and will not change. You may, however, choose to receive variable payments. The dollar amount of the first variable payment will be determined in accordance with the annuity payment rates set forth in the applicable table contained in the contract. The dollar amount of additional variable payments will vary based on the investment performance of the subaccount(s). The dollar amount of each variable payment after the first may increase, decrease, or remain constant. If the actual investment performance (net of fees and expenses) exactly matched the assumed investment return of 5% at all times, the amount of each variable annuity payment would remain equal. If actual investment performance (net of fees and expenses) exceeds the assumed investment return, the amount of the variable annuity payments would increase. Conversely, if actual investment performance (net of fees and expenses) is lower than the assumed investment return, the amount of the variable annuity payments would decrease. Please note that these changes only occur annually under the Guaranteed Minimum Income Benefit and Initial Payment Guarantee.

A charge for premium taxes and an excess interest adjustment may be made when annuity payments begin.

The annuity payments are explained below. Options 1, 2, and 3 are fixed only. Options 4 and 5 can be fixed or variable.

Payment Option 1—Interest Payments. We will pay the interest on the amount we use to provide annuity payments in equal payments, or this amount may be left to accumulate for a period of time to which you and Transamerica agree. You and Transamerica will agree on surrender rights when you elect this option.

Payment Option 2—Income for a Specified Period. We will make level payments only for the fixed period you choose. No funds will remain at the end of the period.

Payment Option 3—Income of a Specified Amount. Payments are made for any specified amount until the amount applied to this option, with interest, is exhausted. This will be a series of level payments followed by a smaller final payment.

Payment Option 4—Life Income. You may choose between:

• No Period Certain (fixed or variable)—Payments will be made only during the annuitant’s lifetime.

• 10 Years Certain (fixed or variable)—Payments will be made for the longer of the annuitant’s lifetime or ten years.

• Guaranteed Return of Contract Proceeds (fixed only)—Payments will be made for the longer of the annuitant’s lifetime or until the total dollar amount of payments we made to you equals the amount applied to this option.

• Life with Emergency Cash^SM (fixed or variable)—Payments will be made during the annuitant’s lifetime. With the Life with Emergency Cash^SM feature, you are able to surrender all or a portion of the Life with Emergency Cash^SM benefit. The amount you surrender must be at least $2,500. We will provide you with a Life with Emergency Cash^SM benefit schedule that will assist you in estimating the amount you have available to surrender. A partial surrender will reduce all future payments pro rata. A surrender charge may apply and there may be tax consequences (consult a tax advisor before requesting a full or partial surrender). The maximum surrender charge is 4% of the annuitized amount (see

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“Expenses” for the surrender charge schedule). The Life with Emergency Cash^SM benefit will continue through age 100 of the annuitant. The Life with Emergency Cash^SM benefit is also a death benefit that is paid upon the death of the annuitant. (For qualified contracts the death benefit ceases at the date the annuitant reaches the IRS age limitation.)

Payment Option 5—Joint and Survivor Annuity. You may choose between:

• No Period Certain (fixed or variable)—Payments are made during the joint lifetime of the annuitant and a joint annuitant of your selection. Payments will be made as long as either person is living.

• Life with Emergency Cash^SM (fixed or variable)—Payments will be made during the joint lifetime of the annuitant and a joint annuitant of your selection. Payments will be made as long as either person is living. With the Life with Emergency Cash^SM feature, you are able to surrender all or a portion of the Life with Emergency Cash^SM benefit. The amount you surrender must be at least $2,500. We will provide you with a Life with Emergency Cash^SM benefit schedule that will assist you in estimating the amount you have available to surrender. A partial surrender will reduce all future payments pro rata. A surrender charge may apply and there may be tax consequences (consult a tax advisor before requesting a full or partial surrender). The maximum surrender charge is 4% of the annuitized amount (see “Expenses for the surrender charge schedule). The Life with Emergency Cash^SM benefit will continue through age 100 of the annuitant. The Life with Emergency Cash^SM benefit is also a death benefit that is paid upon the death of the last annuitant. (For qualified contracts the death benefit ceases at the date the annuitant reaches the IRS joint age limitation.)

Other annuity payments may be arranged by agreement with Transamerica. Certain annuity payments may not be available in all states.

NOTE CAREFULLY:

IF:

• you choose Life Income with No Period Certain or a Joint and Survivor Annuity with No Period Certain; and

• the annuitant dies before the due date of the second (third, fourth, etc.) annuity payment;

THEN:

• we may make only one (two, three, etc.) annuity payments.

IF:

• you choose Income for a Specified Period, Life Income with 10 years Certain, Life Income with Guaranteed Return of Contract Proceeds, or Income of a Specified Amount; and

• the person receiving payments dies prior to the end of the guaranteed period;

THEN:

• the remaining guaranteed payments will be continued to that person’s beneficiary, or their present value may be paid in a single sum.

However, IF:

• You choose Life with Emergency Cash^SM; and

• The annuitant dies before age 100.

THEN:

• A Life with Emergency Cash^SM death benefit will be paid.

We will not pay interest on amounts represented by uncashed annuity payment checks if the postal or other delivery service is unable to deliver checks to the payee’s address of record. The person receiving payments is responsible for keeping Transamerica informed of their current address.

8.     DEATH BENEFIT

We will pay a death benefit to your beneficiary, under certain circumstances, if the annuitant dies during the accumulation phase. If there is a

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surviving owner(s) when the annuitant dies, the surviving owner(s) will receive the death benefit instead of the listed beneficiary. The person receiving the death benefit may choose an annuity payment option, or may choose to receive a lump sum.

When We Pay A Death Benefit

We will pay a death benefit IF:

• you are both the annuitant and sole owner of the contract; and

• you die before the annuity date.

We will pay a death benefit to you (owner) IF:

• you are not the annuitant; and

• the annuitant dies before the annuity date.

If the only person receiving the death benefit is the surviving spouse, then he or she may elect to continue the contract as the new annuitant and owner, instead of receiving the death benefit. All current surrender charges will be waived.

When We Do Not Pay A Death Benefit

We will not pay a death benefit IF:

• you are not the annuitant; and

• you die prior to the annuity date;

Please note the new owner (unless it is the deceased owner’s spouse) must generally surrender the contract within five years of your death for the adjusted account value minus any applicable rider fees.

Distribution requirements apply to the account value upon the death of any owner. These requirements are detailed in the SAI.

Deaths After the Annuity Date

The death benefit payable, if any, on or after the annuity date depends on the annuity payment option selected.

IF:

• you are not the annuitant; and

• you die on or after the annuity date; and

• the entire interest in the contract has not been paid to you;

THEN:

• the remaining portion of such interest in the contract will be distributed at least as rapidly as under the method of distribution being used as of the date of your death.

IF:

• You are receiving annuity payments under the Life with Emergency Cash^SM; and

• The annuitant dies before age 100.

THEN:

• A Life with Emergency Cash^SM death benefit will be paid.

Spousal Continuation

NOTE, IF, under either death benefit option:

• the surviving spouse (as beneficiary or sole surviving owner) elects to continue the contract instead of receiving the death benefit; and

• the guaranteed minimum death benefit is greater than the account value;

THEN:

• we will increase the account value to be equal to the guaranteed minimum death benefit. This increase is made only at the time the surviving spouse elects to continue the contract and the guaranteed minimum death benefit will continue as applicable.

Succession of Ownership

If any owner dies during the accumulation phase, the annuitant will become the new owner.

Amount of Death Benefit

Death benefit provisions may differ from state to state. The death benefit may be paid as a lump sum

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or as annuity payments. The amount of the death benefit depends on the guaranteed minimum death benefit option you chose when you bought the contract. The death benefit will generally be the greatest of:

• account value on the date we receive the required information; or

• cash value on the date we receive the required information (this will be more than the account value if there is a positive excess interest adjustment that exceeds the surrender charge); or

• guaranteed minimum death benefit (discussed below), plus purchase payments, less gross partial surrenders from the date of death to the date the death benefit is paid.

Guaranteed Minimum Death Benefit

NOTE: The following generally applies, depending on the state of issue, to contracts issued after May 1, 2002. For other contracts, see Appendix C.

On the contract application, you generally may choose one of the guaranteed minimum death benefit options listed below (age limitations may apply).

After the contract is issued, you cannot make an election and the death benefit cannot be changed.

A.    Double Enhanced Death Benefit

The death benefit under this option is the greater of 1 or 2 below:

1.    The 2% Annually Compounding through age 80 Death Benefit is:

• the total purchase payments; less

• any adjusted partial surrenders; plus

• interest at an effective annual rate of 2% from the purchase payment date or surrender date to (a) the earlier of the annuitant’s date of death or the annuitant’s 81st birthday; or (b) the date the total purchase payments, less any adjusted partial surrenders and any applicable premium taxes, has grown to two times its original amount as a result of the 2% interest accumulation.

2.    The Annual Step-Up through age 80 Death Benefit is equal to:

• the largest account value on the contract anniversary prior to the earlier of the annuitant’s date of death or the annuitant’s 81^st birthday; plus

• any purchase payments subsequent to the contract anniversary with the largest account value; minus

• any adjusted partial surrenders subsequent to the date of the contract anniversary with the largest account value.

This benefit is not available if the owner or annuitant is age 75 or older on the contract date.

There is an extra charge for this death benefit (an extra 0.80% annually).

B.    Annual Step-Up Death Benefit

On each contract anniversary before your 81^st birthday, a new “stepped-up” death benefit is determined and becomes the guaranteed minimum death benefit for that contract year. The death benefit is equal to:

• the largest account value on the contract date or on any contract anniversary before the earlier of the date of the annuitant’s death or the annuitant’s 81st birthday; plus

• any purchase payments since that date; minus

• any adjusted partial surrenders since that date.

The Annual Step-Up Death Benefit is not available if the annuitant is 75 or older on the contract date. There is an extra charge for this death benefit (an extra 0.20% annually).

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C.  Return of Premium Death Benefit

The Return of Premium Death Benefit is:

• total purchase payments; less

• any adjusted partial surrenders as of the date of death.

The Return of Premium Death Benefit will be in effect if you do not choose one of the other death benefit options on the contract application. The charges are lower for this option.

The Guaranteed Minimum Death Benefit may bary for certain contracts and may not be available for all contracts.

Adjusted Partial Surrender

When you request a partial surrender, your guaranteed minimum death benefit will be reduced by an amount called the adjusted partial surrender. Under certain circumstances, the adjusted partial surrender may be more than the dollar amount of your surrender request. This will generally be the case if the guaranteed minimum death benefit exceeds the account value at the time of the surrender. It is also possible that if a death benefit is paid after you have made a partial surrender, then the total amount paid could be less than the total purchase payments. We have included a detailed explanation of this adjustment in the SAI. This is referred to as “adjusted partial surrender” in your contract.

9.     TAXES

NOTE: Transamerica has prepared the following information on federal income taxes as a general discussion of the subject. It is not intended as tax advice to any individual. You should consult your own tax adviser about your own circumstances. Transamerica has included an additional discussion regarding taxes in the SAI.

Annuity Contracts in General

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

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

You will generally not be taxed on increases in the value of your contract until a distribution occurs—either as a surrender or as annuity payments and tax deferral will not apply.

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

Qualified and Nonqualified Contracts

If you purchase the contract under an individual retirement annuity, a pension plan, or specially sponsored program, your contract is referred to as a qualified contract.

Qualified contracts are issued in connection with the following plans:

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

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

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

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

The contract contains death benefit features that in some cases may exceed the greater of the purchase payments or the account value. The death benefit could be characterized as an incidental benefit, the amount of which is limited in any pension or profit-sharing plan or 403(b) plan. Because the death benefit may exceed this limitation, anyone using the contract in connection with such plans should consult their tax adviser. The Internal Revenue Service has not reviewed the contract for qualification as an IRA, and has not addressed in a ruling of general applicability whether the death benefit provision, such as the provisions in the contract, comports with IRA qualification requirements.

If you purchase the contract as an individual and not under an individual retirement annuity, 403(b) plan, 457 plan, or pension or profit sharing plan, your contract is referred to as a nonqualified contract.

Surrenders—Qualified Contracts

The information herein describing the taxation of nonqualified contracts does not apply to qualified contracts.

There are special rules that govern with respect to qualified contracts. Generally, these rules restrict:

• the amount that can be contributed to the contract during any year;

• the time when amounts can be paid from the contract; and

• the amount of any death benefit that may be allowed.

In addition, a penalty tax may be assessed on amounts surrendered from the contract prior to the date you reach age 59½, unless you meet one of the exceptions to this rule. You may also be required to begin taking minimum distributions from the contract by a certain date. The terms of the plan may limit the rights otherwise available to you under the contract.

We have provided more information in the SAI.

You should consult your legal counsel or tax adviser if you are considering purchasing a contract for use with any retirement plan.

Surrenders—403(b) Contracts

The Internal Revenue Code limits surrenders from certain 403(b) contracts. Surrenders can generally only be made when an owner:

• reaches age 59½;

• leaves his/her job;

• dies;

• becomes disabled (as that term is defined in the Internal Revenue Code); or

• declares hardship. However, in the case of hardship, the owner can only surrender the purchase payments and not any earnings.

Diversification and Distribution Requirements

The Internal Revenue Code provides that the underlying investments for a variable annuity must satisfy certain diversification requirements in order to be treated as an annuity. The contract must also meet certain distribution requirements at the death of an owner in order to be treated as an annuity.

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These diversification and distribution requirements are discussed in the SAI. Transamerica may modify the contract to attempt to maintain favorable tax treatment.

Surrenders—Nonqualified Contracts

If you make a surrender (including Systematic Payouts) from a nonqualified contract before the annuity date, the Internal Revenue Code treats that surrender as first coming from earnings and then from your purchase payments. When you make a surrender you are taxed on the amount of the surrender that is earnings. (The excess interest adjustment resulting from the surrender may affect the amount on which you are taxed, but the tax treatment of excess interest adjustments is uncertain. You should consult a tax advisor if a surrender results in an excess interest adjustment.) If you make a full surrender, you are generally taxed on the amount that your surrender proceeds exceeds the “investment in the contract,” which is generally your purchase payments paid (adjusted for any prior surrenders or portions thereof that were not taxable). Different rules apply for annuity payments. See “Annuity Payments” below.

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

• paid on or after the taxpayer reaches age 59½;

• paid after an owner dies;

• paid if the taxpayer becomes totally disabled (as that term is defined in the Internal Revenue Code);

• paid in a series of substantially equal payments made annually (or more frequently) under a lifetime annuity;

• paid under an immediate annuity; or

• which come from purchase payments made prior to August 14, 1982.

All nonqualified deferred annuity contracts that are issued by Transamerica (or its affiliates) to the same owner during any calendar year are treated as one annuity for purposes of determining the amount includable in the owner’s income when a taxable distribution occurs.

Taxation of Death Benefit Proceeds

Amounts may be distributed from the contract because of the death the annuitant. Generally, such amounts should be includable in the income of the recipient:

• if distributed in a lump sum, these amounts are taxed in the same manner as a full surrender; or

• if distributed under an annuity payment, these amounts are taxed in the same manner as annuity payments.

Annuity Payments

Although the tax consequences may vary depending on the annuity payment you select, in general, for nonqualified contracts, only a portion of the annuity payments you receive will be includable in your gross income.

In general, the excludable portion of each annuity payment you receive will be determined as follows:

• Fixed payments—by dividing the “investment in the contract” on the annuity date by the total expected value of theannuity payments for the term of the payments. This is the percentage of each annuity payment that is excludable.

• Variable payments—by dividing the “investment in the contract” on the annuity date by the total number of expected periodic payments. This is the amount of each annuity payment that is excludable.

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

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

If, after the annuity date, annuity payments stop because an annuitant died, the excess (if any) of the “investment in the contract” as of the annuity date over the aggregate amount of annuity payments received that was excluded from gross income may possibly be allowable as a deduction for your last taxable year.

It is unclear whether stabilized annuity payments under the Initial Payment Guarantee should be treated as fixed annuity payments or variable annuity payments for federal income tax purposes. In addition, stabilized annuity payments may not qualify as a series of substantially equal payments that would be exempt from any applicable penalty tax. You should consult a tax advisor on these issues.

Annuity Contracts Purchased by Nonresident Aliens and Foreign Corporations

The discussion above provided general information (but not tax advice) regarding U.S. federal income tax consequences to annuity owners that are U.S. persons. Taxable distributions made to owners who are not U.S. persons will generally be subject to U.S. federal income tax withholding at a 30% rate, unless a lower treaty rate applies. In addition, distributions may be subject to state and/or municipal taxes and taxes that may be imposed by the owner’s country of citizenship or residence. Prospective foreign owners are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation for any annuity contract purchase.

Transfers, Assignments or Exchanges of Contracts

A transfer of ownership or assignment of a contract, the designation of an annuitant or payee or other beneficiary who is not also the owner, the selection of certain annuity dates, or a change of annuitant, may result in certain income or gift tax consequences to the owner that are beyond the scope of this discussion. An owner contemplating any such transfer, assignment, selection, or change should contact a competent tax adviser with respect to the potential tax effects of such a transaction.

Possible Tax Law Changes

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

Variable Account Charges

It is possible that the Internal Revenue Service may take a position that fees for certain optional benefits (e.g., death benefits other than the Return of Premium death benefit) are deemed to be taxable distributions to you. In particular, the Internal Revenue Service may treat fees associated with the Tax Relief Rider as a taxable surrender, which might also be subject to a tax penalty if the surrender occurs prior to age 59 ½. Although we do not believe that the fees associated with the Tax Relief Rider or any other optional benefit provided under the contract should be treated as taxable surrenders, the tax rules associated with these benefits are unclear, and we advise that you consult your tax advisor prior to selecting any optional benefit under the contract.

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10.     ADDITIONAL FEATURES

Systematic Withdrawal Option

You can select at any time (during the accumulation phase) to receive regular payments from your contract by using the Systematic Withdrawal Option. Under this option, you can receive the greater of (1) and (2), divided by the number of payouts made per year, where:

(1) is up to 10% (annually) of your purchase payments; and

(2) is any gains in the contract.

This amount may be taken free of surrender charges. Any payment in excess of the cumulative interest credited at the time of the payment may be subject to an excess interest adjustment.

Payments can be made monthly, quarterly, semi-annually, or annually and will not begin until one payment period from the date we receive your instructions. Each payment must be at least $50. Monthly and quarterly payments must be made by electronic funds transfer directly to your checking or savings account.

If you request an additional surrender while a Systematic Withdrawal Option is in effect, the Systematic Withdrawal Option will terminate.

There is no charge for this benefit.

Guaranteed Minimum Income Benefit

The Guaranteed Minimum Income Benefit (GMIB Rider) is no longer available for new sales, but existing owners of the GMIB can still upgrade. If you upgrade, the annual effective interest rate is 4% per year.

The Guaranteed Minimum Income Benefit may vary by state.

Initial Payment Guarantee

You may only elect to purchase the Initial Payment Guarantee at the time you annuitize your contract. The guarantee only applies to variable annuity payments. There is an additional charge for this guarantee.

The Initial Payment Guarantee does not establish or guarantee the performance of any subaccount.

With the Initial Payment Guarantee, you receive stabilized annuity payments that are guaranteed to never be less than a percentage (currently         %) of the initial payment (i.e., the guaranteed payment). Once the rider is added, the guaranteed percentage will not change during the life of the rider.

Rider Fee. There is a charge for the Initial Payment Guarantee, which is in addition to the base product mortality and expense risk fee and administrative charge. This fee is reflected in the amount of the annuity payments that you receive if you select the Initial Payment Guarantee. It is reflected in the calculation of the annuity unit values.

The Initial Payment Guarantee fee is currently equal to an annual rate of         % of the daily net asset value in the subaccounts. The fee may be higher (or lower) at the time you annuitize. You pay whatever the fee is when you annuitize.

Other Terms and Conditions. You may purchase the Initial Payment Guarantee only at the time you annuitize your contract. You cannot delete this payment guarantee (or eliminate the charge for it) after you have selected this option.

The Initial Payment Guarantee uses a         % assumed investment return to calculate your annuity payments. This means that the dollar amount of the annuity payments will remain level if the investment return (net of fees and expenses) exactly equals             %. The payments will increase if actual investment performance (net of fees and expenses) exceeds the assumed investment return,

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and decrease if actual performance is below the assumed investment return (but not below the guaranteed level).

Termination. The Initial Payment Guarantee is irrevocable.

The Initial Payment Guarantee may vary for certain contracts and may not be available for all contracts.

Tax Relief Rider

The optional Tax Relief Rider pays an additional amount (based on earnings since the rider was issued) when a death benefit is payable under your contract, in certain circumstances. The Tax Relief Rider is available for issue ages through age 80.

Tax Relief Rider Amount. The Tax Relief Rider is only payable if you elected the rider prior to the death triggering the payment of the contract death benefit and a death benefit is payable under the contract. The Tax Relief Rider is equal to:

• the Tax Relief Rider factor (see below); multiplied by

• the rider earnings on the date the death benefit is calculated.

Rider earnings equal:

• the account value on the date of death; minus

• account value on the rider date; minus

• purchase payments after the rider date; plus

• surrenders after the rider date that exceed the rider earnings on the date of the surrender.

No benefit is payable under the Tax Relief Rider if there are no rider earnings on the date the death benefit is calculated.

If you purchase your contract as part of a 1035 exchange or add the Tax Relief Rider after you purchase the contract, rider earnings do not include any gains before the 1035 exchange or the date the Tax Relief Rider is added to your contract.

The Tax Relief Rider factor is currently             % for issue ages under 71 and             % for issue ages 71-80.

No benefit is paid under this rider unless (a) the rider is in force, (b) a death benefit is payable on the contract, and (c) there are rider earnings when the death benefit is calculated.

For purposes of computing taxable gains, both the death benefit payable under the contract and the Tax Relief Rider will be considered.

Please see the SAI for an example which illustrates the Tax Relief Rider payable as well as the effect of a partial surrender on the Tax Relief Rider.

Spousal Continuation. If a spouse, as the new owner of the contract, elects to continue the contract instead of receiving a death benefit and the Tax Relief Rider Amount, the spouse will receive a one-time account value increase equal to the Tax Relief Rider Amount. At this time the rider will terminate. The spouse will have the option of immediately re-electing the rider as long as they are under the age of 80.

Rider Fee. A rider fee,             % of the account value, is deducted annually on each rider anniversary prior to annuitization. We will also deduct this fee upon full surrender of the contract or other termination of the rider (once we have received all necessary regulatory approvals). The rider fee is deducted pro rata from each investment choice. The fee is deducted even during periods when the Tax Relief Rider would not pay any benefit (because there are no rider earnings).

Termination. The rider will remain in effect until:

• you cancel it by notifying our service center in writing,

• the contract is annuitized or surrendered, or

• the Tax Relief Rider is paid or added to the account value under a spousal continuation.

Once terminated, the Tax Relief Rider may be re-elected, however, a new rider will be issued and the additional death benefit will be re-determined.

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Please note that if the rider is terminated and then re-elected, it will only cover gains, if any, since it was re-elected and the terms of the new rider may be different than the terminated rider.

The tax consequences associated with this rider are not clear. This rider may violate the requirements of certain qualified plans and of IRAs. Consult a tax adviser before electing this rider.

The Tax Relief Rider may vary for certain contracts and may not be available for all contracts.

Tax Relief Plus Rider

The optional Tax Relief Plus Rider pays an additional amount (based on earnings since the rider was issued) when a death benefit is payable under your contract, in certain circumstances. The Tax Relief Plus Rider is available for issue ages through age 75.

Tax Relief Plus Rider Amount. The Tax Relief Plus Rider is only payable if a death benefit is paid on the base policy to which the rider is attached. The amount of the additional benefit is dependent on the amount of time that has passed since the rider date as follows:

• If a death benefit is payable within the first five years after the rider date, the additional benefit amount will be equal to the sum of all rider fees paid since the rider date.

• If a death benefit is payable after five years following the rider date, the additional benefit will be equal to the rider benefit base multiplied by the rider benefit percentage.

The rider benefit base at any time is equal to the account value less any purchase payments added after the rider date.

The rider benefit percentage may vary but will currently be equal to             % for issue ages 0 – 70 and             % for issue ages 71 – 75.

No benefit is payable under the Tax Relief Plus Rider if the account value on the date of death is less than the purchase payments after the rider date.

For purposes of computing taxable gains, both the death benefit payable under the contract and the additional benefit will be considered.

Please see the SAI for an example which illustrates the additional death benefit payable as well as the effect of a partial surrender on the additional benefit.

Spousal Continuation. If a spouse, as the new owner of the contract, elects to continue the contract instead of receiving the death benefit and additional benefit, the spouse will receive a one-time account value increase equal to the additional benefit. At this time the rider will terminate. The spouse will have the option of immediately re-electing the rider as long as they are under the age of 76.

Rider Fee. A rider fee, currently             % of the account value, is deducted annually on each rider anniversary prior to annuitization. We will also deduct this fee upon full surrender of the contract or other termination of the rider (once we have received all necessary regulatory approvals). The rider fee is deducted pro rata from each investment option. The fee is deducted even during periods when the rider would not pay any benefits.

Termination. The rider will remain in effect until:

• you cancel it by notifying our service center in writing,

• the contract is annuitized or surrendered, or

• the additional death benefit is paid or added to the account value under a spousal continuation.

Once terminated, the Tax Relief Plus Rider may not be re-elected for one year.

The tax consequences associated with this rider are not clear. This rider may violate the requirements

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of certain qualified plans. Consult a tax adviser before electing this rider.

The Tax Relief Plus Rider may vary for certain contracts and may not be available for all contracts.

Liquidity Rider

The optional Liquidity Rider reduces the number of years each purchase payment is subject to surrender charges. You can only elect this rider at the time you purchase the contract.

Surrender Schedule. The following schedule shows the surrender charges that apply if the Liquidity Rider is elected:

Number of Years Since Purchase Payment Date	Surrender Charge (as a percentage of purchase payment surrendered)
0 – 1	7%
1 – 2	7%
2 – 3	6%
3 – 4	6%
more than 4	0%

Rider Fee. A rider fee equal to an effective annual rate of 0.40% of the daily net asset value in the separate account is deducted in calculating the variable accumulation unit values. The rider fee is only charged for the first four contract years. In addition, interest credited to the fixed account may be lower than interest credited to the policy without the Liquidity Rider.

Variable Accumulation Unit Values. After the end of the fourth contract year, the 0.40% rider fee will no longer be assessed. We intend to administer the removal of the 0.40% charge by changing to a different class of variable accumulation units. This will result in adjusting the number of variable accumulation units and adjusting the unit value of the subaccounts in which you were invested at the end of the fourth contract year. The elimination of the fee and the adjustment in the number of variable accumulation units and unit values will not affect contract values.

Performance Data. The Historical Performance Data in Appendix B to the prospectus and in other marketing material does not reflect the fee for the Liquidity Rider. Performance figures would be lower if the fee were included.

Termination. The rider is irrevocable.

The Liquidity Rider may vary for certain contracts and may not be available for all contracts.

Premium Accelerator Rider

You may only elect the premium accelerator rider at the time you buy your contract if you are age 75 or younger. If you elect the premium accelerator rider at issue, the initial purchase payment and each subsequent purchase payment will receive a premium accelerator which is added to the account value. The premium accelerator is currently 2.25%; however, we may change the accelerator rate at any time. The amount of the premium accelerator is not considered a purchase payment and therefore may not be included in the calculation of certain contract features. No premium accelerator will apply if the contract is canceled pursuant to the right to cancel provision.

In certain unusual circumstances, you might be worse off because of the premium accelerator. This could happen if we recapture the dollar amount of the premium accelerator and the overall investment performance of your contract is negative (if the overall investment performance of your contract is positive you would be better off). This could also happen if the market does not perform well enough to offset the additional costs associated with the premium accelerator.

Rider Fee. There is a daily charge for the premium accelerator at an annual rate of 0.20% of the assets in each subaccount, but this fee is only deducted for the first nine contract years. Also, interested

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credited to the fixed account may be lower than interest credited to the contract without the premium accelerator rider. In addition to this fee, the surrender charge is higher and lasts longer if you elect the rider. In addition to the Rider Fee, Transamerica may use a portion of the mortality and expense risk fee, administrative charge and/or the surrender charge to pay the premium accelerator.

The following schedule shows the surrender charges that apply during the nine years following payment of each purchase payment if you elect the premium accelerator rider:

Number of Years Since Purchase Payment Date	Surrender Charge (as a percentage of purchase payment surrendered)
0-1	9%
1-2	8%
2-3	7%
3-4	6%
4-5	5%
5-6	4%
6-7	3%
7-8	2%
8-9	1%
more than 9	0

Other. You cannot elect both the Liquidity Rider and the premium accelerator rider.

Termination. The rider is irrevocable.

The premium accelerator rider may vary for certain contracts and may not be available for all contracts.

Nursing Care and Terminal Condition Withdrawal Option

No surrender charges or excess interest adjustment will apply if you make a surrender ($1000 minimum), under certain circumstances, because you or your spouse has been:

• confined in a hospital or nursing facility for 30 days in a row; or

• diagnosed with a terminal condition (usually a life expectancy of 12 months or less).

This benefit is also available to the annuitant or annuitant’s spouse if the owner is not a natural person.

You may exercise this benefit at any time (during the accumulation phase). There is no charge for this benefit.

This benefit may vary for certain contracts and may not be available for all contracts.

Unemployment Waiver

No surrender charges or excess interest adjustment will apply to surrenders after you or your spouse become unemployed in certain circumstances, because you were terminated, laid off, or otherwise lost your job involuntarily. In order to qualify, you (or your spouse, whichever is applicable) must have been:

• employed full time for at least two years prior to becoming unemployed;

• employed full time on the contract date;

• unemployed for at least 60 days in a row at the time of surrender;

• must have a minimum cash value at the time of surrender of $5,000; and

• you (or your spouse) must be receiving unemployment benefits.

You must provide written proof from your State’s Department of Labor, which verifies that you qualify for and are receiving unemployment benefits at the time of surrender.

You may select this benefit at any time (during the accumulation phase) and there is no charge for this benefit.

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This benefit is also available to the annuitant or annuitant’s spouse if the owner is not a natural person. There is no charge for this benefit.

This benefit may vary by state and may not be available in all states.

Telephone Transactions

You may generally make transfers and change the allocation of additional purchase payments by telephone.

If you authorize your registered representative to make transfers and change the allocation of additional purchase payments by telephone:

• select the Owner(s) and Owners Registered Representative box on the “Telephone Transfer Authorization” section of the contract application; or

• later complete an authorization form.

You will be required to provide certain information for identification purposes when requesting a transaction by telephone and we may record your telephone call. We may also require written confirmation of your request. We will not be liable for following telephone requests that we believe are genuine. We reserve the right to revoke your telephone transaction privileges at any time without revoking all owners’ telephone transfer privileges.

Telephone requests must be received while the New York Stock Exchange is open to get same-day pricing of the transaction. We may discontinue this option at any time.

We may deny the telephone transaction privileges to market timers.

We cannot guarantee that telephone transactions will always be available. For example, our offices may be closed during severe circumstances or other emergencies. There may be interruptions in service beyond our control, and if the volume of calls is unusually high, we might not have anyone available, or lines available, to take your call.

Dollar Cost Averaging Program

During the accumulation phase, you may instruct us to automatically make transfers from certain source options (discussed below) into one or more variable subaccounts in accordance with your allocation instructions. This is known as Dollar Cost Averaging. While Dollar Cost Averaging buys more variable accumulation units when prices are low and fewer variable accumulation units when prices are high, it does not guarantee profits or assure that you will not experience a loss.

There are two Dollar Cost Averaging programs available under your contract:

• Traditional—You may specify the dollar amount to be transferred or the number of transfers. Transfers will begin as soon as the program is started.

• Special—You may elect either a six or twelve month program. Transfers will begin as soon as the program is started.

A minimum of $250 per transfer is required. Thus, for example, $1,500 is required to start a 6-month program and $3,000 is required to start a 12-month program. The minimum number of monthly or quarterly transfers is 6 and 4, respectively and the maximum is 24 and 8, respectively.

NOTE CAREFULLY:

IF:

• We do not receive all necessary information to begin a Dollar Cost Averaging program within 30 days of allocating the minimum required amount to a Dollar Cost Averaging program;

THEN:

• Any amount in a fixed account source will be transferred to the money market investment option; and

36

• Any amount in a variable source will remain in that variable investment option.

IF:

• We do not receive the minimum required amount to begin a Dollar Cost Averaging program within 30 days of allocating;

THEN:

• That amount will be allocated as identified in the most current Dollar Cost Averaging instructions.

You can elect to transfer from one of the fixed or variable source options listed on the Dollar Cost Averaging election form (only fixed sources are available for special Dollar Cost Averaging programs).

A Dollar Cost Averaging program will begin once the minimum required purchase payment is received even if multiple sources are funding your contract. If additional payments are received while a Dollar Cost Averaging program is running, absent new instructions to the contrary, the amount of the Dollar Cost Averaging transfers will increase but the length of the Dollar Cost Averaging program will not. If additional payments are received after a Dollar Cost Averaging program is completed, absent new instructions to the contrary, a new Dollar Cost Averaging program will be started using the previous instructions (assuming it meets the minimum Dollar Cost Averaging requirements).

If you discontinue a Dollar Cost Averaging program before its completion, then the interest credited on amounts from a fixed account source may be adjusted downward, but not below the guaranteed minimum. You should consider your ability to continue a Dollar Cost Averaging program during all economic conditions.

There is no charge for this benefit.

The Dollar Cost Averaging Program may vary for certain contracts and may not be available for all contracts. See your contract for availability of the fixed account options.

Asset Rebalancing

During the accumulation phase you can instruct us to automatically rebalance the amounts in your subaccounts to maintain your desired asset allocation. This feature is called Asset Rebalancing and can be started and stopped at any time free of charge. However, we will not rebalance if you are in the Dollar Cost Averaging program or if any other transfer is requested. If a transfer is requested, we will honor the requested transfer and discontinue Asset Rebalancing. New instructions are required to start Asset Rebalancing. Asset Rebalancing ignores amounts in the fixed account. You can choose to rebalance monthly, quarterly, semi-annually, or annually.

11.     OTHER INFORMATION

Ownership

You, as owner of the contract, exercise all rights under the contract. You can change the owner at any time by notifying us in writing. An ownership change may be a taxable event.

Assignment

You can also assign the contract any time during your lifetime. We will not be bound by the assignment until we receive written notice of the assignment. We will not be liable for any payment or other action we take in accordance with the contract before we receive notice of the assignment. There may be limitations on your ability to assign a qualified contract. An assignment may have tax consequences.

Transamerica Occidental Life Insurance Company

Transamerica Occidental Life Insurance Company is an Iowa stock life insurance company

37

incorporated on June 30, 1906. It is mainly engaged in the sale of life insurance and annuity contracts. The address for Transamerica is 4333 Edgewood Road NE, Cedar Rapids, Iowa 52499.

Transamerica is a wholly owned subsidiary of Transamerica Insurance Corporation, which in turn is a direct subsidiary of Transamerica Corporation. Transamerica Corporation is an indirect subsidiary of AEGON N.V., one of the world’s leading international insurance groups.

All obligations arising under the contracts, including the promise to make annuity payments, are general corporate obligations of Transamerica.

The Variable Account

Transamerica established a separate account, called Separate Account VA-2L, under the laws of the State of California on May 22, 1992. The variable account receives and invests the purchase payments that are allocated to it for investment in shares of the underlying fund portfolios.

The variable account is registered with the SEC as a unit investment trust under the 1940 Act. However, the SEC does not supervise the management, the investment practices, or the contracts of the variable account or Transamerica. Income, gains and losses (whether or not realized), from assets allocated to the variable account are, in accordance with the contracts, credited to or charged against the variable account without regard to Transamerica’s other income, gains or losses.

The assets of the variable account are held in Transamerica’s name on behalf of the variable account and belong to Transamerica. However, those assets that underlie the contracts are not chargeable with liabilities arising out of any other business Transamerica may conduct. The variable account may include other subaccounts that are not available under these contracts.

Mixed and Shared Funding

Before making a decision concerning the allocation of purchase payments to a particular subaccount, please read the prospectuses for the underlying fund portfolios. The underlying fund portfolios are not limited to selling their shares to this variable account and can accept investments from any variable account or qualified retirement plan. Since the underlying fund portfolios are available to registered variable accounts offering variable annuity products of Transamerica, as well as variable annuity and variable life products of other insurance companies, and qualified retirement plans, there is a possibility that a material conflict may arise between the interests of this variable account and one or more of the other accounts of another participating insurance company. In the event of a material conflict, the affected insurance companies, including Transamerica, agree to take any necessary steps to resolve the matter. This includes removing their variable accounts from the underlying fund portfolios. See the underlying fund portfolios’ prospectuses for more details.

Exchanges and Reinstatements

You can generally exchange one annuity contract for another in a ‘tax-free exchange’ under Section 1035 of the Internal Revenue Code. Before making an exchange, you should compare both annuities carefully. Remember that if you exchange another annuity for the one described in this prospectus, then you may pay a surrender charge on the other annuity and there will be a new surrender charge period and other charges may be higher (or lower) and the benefits may be different. You should not exchange another annuity for this one unless you determine, after knowing all the facts, that the exchange is in your best interest and not just better for the person trying to sell you this contract (that person will generally earn a commission if you buy this contract through an exchange or otherwise).

You may surrender your contract and transfer your money directly to another life insurance company

38

(sometimes referred to as a 1035 Exchange or a trustee-to-trustee transfer). You may also ask us to reinstate your contract after such a transfer by returning the same total dollar amount of funds to the applicable investment choices. The dollar amount will be used to purchase new variable accumulation units at the then current price. Because of changes in market value, your new variable accumulation units may be worth more or less than the units you previously owned. We recommend that you consult a tax professional to explain the possible tax consequences of exchanges and/or reinstatements.

Voting Rights

Transamerica will vote all shares of the underlying fund portfolios held in the variable account in accordance with instructions we receive from you and other owners that have voting interests in the portfolios. We will send you and other owners written requests for instructions on how to vote those shares. When we receive those instructions, we will vote all of the shares in proportion to those instructions. If, however, we determine that we are permitted to vote the shares in our own right, we may do so.

Each person having a voting interest will receive proxy material, reports, and other materials relating to the appropriate portfolio.

Distributor of the Contracts

AFSG Securities Corporation is the principal underwriter of the policies. Like Transamerica, it is an wholly-owned indirect subsidiary of AEGON USA, Inc. It is located at 4333 Edgewood Road NE, Cedar Rapids, IA 52499-0001. AFSG Securities Corporation is registered as a broker/dealer under the Securities Exchange Act of 1934. It is a member of the National Association of Securities Dealers, Inc. (NASD).

Commissions paid to broker/dealers who sell the contracts under the agreements with AFSG Securities Corporation may vary, but will not exceed 7% of purchase payments. These commissions are not deducted from purchase payments. In addition, certain production, persistency and managerial bonuses may be paid. Transamerica may also pay compensation to financial institutions for their services in connection with the sale and servicing of the contracts. 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. Other payments may be made for other services that do not directly involve the sale of the contracts. These services may include the recruitment and training of personnel, production of promotional literature, and similar services.

Transamerica intends to recoup commissions and other sales expenses primarily, but not exclusively, through:

• the administrative charge;

• the surrender charge;

• the mortality and expense risk fee;

• revenues, if any, that we receive from the underlying fund portfolios or their managers; and

• investment earnings on amounts allocated to the fixed account.

Commissions paid on the contracts, including other incentives or payments, are not charged to the contract owners or the variable account.

Pending regulatory approvals, we intend to distribute the contracts in all states, except New York, and in certain possessions and territories.

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

39

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: 202-624-2121.

Legal Proceedings

There are no legal proceedings to which the variable account is a party or to which the assets of the variable account are subject. Transamerica, like other life insurance companies, is involved in lawsuits. In some class action and other lawsuits involving other insurers, substantial damages have been sought and/or material settlement payments have been made. Although the outcome of any litigation cannot be predicted with certainty, Transamerica believes that at the present time there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the variable account or Transamerica.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Glossary of Terms

The Contract—General Provisions

Certain Federal Income Tax Consequences

Investment Experience

Tax Relief Rider—Additional Information

Tax Relief Plus Rider—Additional Information

Historical Performance Data

Published Ratings

State Regulation of Transamerica

Administration

Records and Reports

Distribution of the Contracts

Voting Rights

Other Products

Custody of Assets

Legal Matters

Independent Auditors

Other Information

Financial Statements

40

APPENDIX A

CONDENSED FINANCIAL INFORMATION

(For contracts purchased on or after May 1, 2003)

The Total Variable Account Annual Expenses of 2.10%, and the Total Variable Account Annual Expenses of 1.50%, were not offered as of December 31, 2002, therefore condensed financial data is not available that reflects those Total Variable Account Annual Expenses (however previous Total Variable Account Expenses of 1.30% have been offered and are included in this section.).

CONDENSED FINANCIAL INFORMATION

(For contracts purchased prior to May 1, 2003)

The variable accumulation unit values and the number of variable accumulation units outstanding for each subaccount from the date of inception are shown in the following tables.

Total Variable Account Annual Expenses: 1.45%

For Service Class Shares

Sub-account	Accumulation Unit Value at Beginning of Period	Accumulation Unit Value at End of Period	Number of Accumulation Units Outstanding at End of Period
Appreciation Portfolio(1)
2002	$10.000
Balanced Portfolio(1)
2002	$10.000
Developing Leaders Portfolio(1)*
2002	$10.000
Disciplined Stock Portfolio(1)
2002	$10.000
Growth and Income Portfolio(1)
2002	$10.000
International Equity Portfolio(1)
2002	$10.000
International Value Portfolio(1)
2002	$10.000
Limited Term High Income Portfolio(1)
2002	$10.000
Quality Bond Portfolio(1)
2002	$10.000
Small Company Stock Portfolio(1)
2002	$10.000
Special Value Portfolio(1)
2002	$10.000
Stock Index Fund(1)
2002	$10.000

41

Total Variable Account Annual Expenses: 1.45%

For Service Class Shares (continued)

Sub-account	Accumulation Unit Value at Beginning of Period	Accumulation Unit Value at End of Period	Number of Accumulation Units Outstanding at End of Period
Socially Responsible Growth(1)
2002	$10.000
Core Bond Portfolio(1)
2002	$10.000
Core Value Portfolio(1)
2002	$10.000
Emerging Leaders Portfolio(1)
2002	$10.000
Emerging Markets Portfolio(1)
2002	$10.000
Founders Discovery Portfolio(1)
2002	$10.000
Founders Growth Portfolio(1)
2002	$10.000
Founders International Equity Portfolio(1)
2002	$10.000
Founders Passport Portfolio(1)
2002	$10.000
Japan(1) Portfolio
2002	$10.000
MidCap Stock Portfolio(1)
2002	$10.000
Technology Growth Portfolio(1)
2002	$10.000

⁽¹⁾ Sub-Account inception January 22, 2001

* Formerly known as Small Cap Portfolio

42

Total Variable Account Annual Expenses: 140%

For Service Class Shares

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period		Number of Accumulation Units Outstanding at End of Period
Appreciation Portfolio(1)
2002	$	33.933
2001	$	37.729	$	33.933	731,798.395
Balanced Portfolio(1)
2002	$	12.923
2001	$	14.533	$	12.923	1,100,499.219
Developing Leaders Portfolio(1)*
2002	$	80.652
2001	$	86.109	$	80.652	57,268.440
Disciplined Stock Portfolio(1)
2002	$	17.049
2001	$	20.256	$	17.049	384,844.742
Growth and Income Portfolio(1)
2002	$	29.595
2001	$	32.284	$	29.595	503,479.557
International Equity Portfolio(1)
2002	$	14.381
2001	$	20.866	$	14.381	110,400.612
International Value Portfolio(1)
2002	$	12.088
2001	$	13.994	$	12.088	170,087.266
Limited Term High Income Portfolio(1)
2002	$	9.024
2001	$	9.609	$	9.024	271,205.510
Quality Bond Portfolio(1)
2002	$	18.042
2001	$	17.410	$	18.042	1,074,818.006
Small Company Stock Portfolio(1)
2002	$	13.551
2001	$	13.456	$	13.551	137,822.098
Special Value Portfolio(1)
2002	$	16.163
2001	$	17.357	$	16.163	148,932.102
Stock Index Fund(1)
2002	$	40.797
2001	$	48.054	$	40.797	553,642.667
Socially Responsible Growth Fund, Inc.(1)
2002	$	29.367
2001	$	40.334	$	29.367	247,846.709
Core Bond Portfolio(1)
2002	$	11.086
2001	$	10.877	$	11.086	2,095,855.394

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Total Variable Account Annual Expenses: 140%

For Service Class Shares (continued)

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period		Number of Accumulation Units Outstanding at End of Period
Core Value Portfolio(1)
2002	$	11.703
2001	$	11.989	$	11.703	1,644,988.805
Emerging Leaders Portfolio(1)
2002	$	13.077
2001	$	11.890	$	13.077	302,977.532
Emerging Markets Portfolio(1)
2002	$	7.291
2001	$	7.599	$	7.291	26,072.327
Founders Discovery Portfolio(1)
2002	$	5.987
2001	$	7.201	$	5.987	386,833.093
Founders Growth Portfolio(1)
2002	$	7.320
2001	$	9.574	$	7.320	498,157.518
Founders International Equity Portfolio(1)
2002	$	7.867
2001	$	11.473	$	7.867	177,003.733
Founders Passport Portfolio(1)
2002	$	8.081
2001	$	11.726	$	8.081	85,056.211
Japan Portfolio(1)
2002	$	5.469
2001	$	7.418	$	5.469	944.823
MidCap Stock Portfolio(1)
2002	$	10.715
2001	$	10.832	$	10.715	837,658.891
Technology Growth Portfolio(1)
2002	$	7.274
2001	$	12.401	$	7.274	967,986.322

(1) Sub-Account inception January 22, 2001

* Formerly known as Small Cap Portfolio.

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Total Variable Account Annual Expenses: 1.30%

For Service Class Shares

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period	Number of Accumulation Units Outstanding at End of Period
Appreciation Portfolio(1)
2002	$	10.000
Balanced Portfolio(1)
2002	$	10.000
Developing Leaders Portfolio(1)*
2002	$	10.000
Disciplined Stock Portfolio(1)
2002	$	10.000
Growth and Income Portfolio(1)
2002	$	10.000
International Equity Portfolio(1)
2002	$	10.000
International Value Portfolio(1)
2002	$	10.000
Limited Term High Income Portfolio(1)
2002	$	10.000
Quality Bond Portfolio(1)
2002	$	10.000
Small Company Stock Portfolio(1)
2002	$	10.000
Special Value Portfolio(1)
2002	$	10.000
Stock Index Fund(1)
2002	$	10.000
Socially Responsible Growth Fund, Inc.(1)
2002	$	10.000
Core Bond Portfolio(1)
2002	$	10.000
Core Value Portfolio(1)
2002	$	10.000
Emerging Leaders Portfolio(1)
2002	$	10.000
Emerging Markets Portfolio(1)
2002	$	10.000
Founders Discovery Portfolio(1)
2002	$	10.000

45

Total Variable Account Annual Expenses: 1.30%

For Service Class Shares (continued)

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period	Number of Accumulation Units Outstanding at End of Period
Founders Growth Portfolio(1)
2002	$	10.000
Founders International Equity Portfolio(1)
2002	$	10.000
Founders Passport Portfolio(1)
2002	$	10.000
Japan Portfolio(1)
2002	$	10.000
MidCap Stock Portfolio(1)
2002	$	10.000
Technology Growth Portfolio(1)
2002	$	10.000

⁽¹⁾ Sub-Account inception January 22, 2001

* Formerly known as Small Cap Portfolio

46

Total Variable Account Annual Expenses: 1.45%

For Initial Class Shares

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period	Number of Accumulation Units Outstanding at End of Period
Transamerica Equity(1)
2002	$	10.000
Money Market Portfolio(2)
2002	$	10.000

⁽¹⁾ Sub-Account inception May 1, 1998.

⁽²⁾ Sub-Account inception January 4, 1993.

47

Total Variable Account Annual Expenses: 1.40%

For Initial Class Shares

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period		Number of Accumulation Units Outstanding at End of Period
Transamerica Equity(7)
2002	$	11.157
2001	$	13.736	$	11.157	3,352,423.693
2000	$	15.422	$	13.736	3,644,221.142
1999	$	11.35	$	15.422	2,963,758.863
1998	$	10.00	$	11.35	1,634,054.907
Appreciation Portfolio(2)
2002	$	34.053
2001	$	38.077	$	34.053	7,366,868.292
2000	$	38.862	$	38.077	8,193,471.439
1999	$	35.36	$	38.862	8,513,807.354
1998	$	27.532	$	35.36	8,121,246.029
1997	$	21.802	$	27.532	6,447,159.634
1996	$	17.610	$	21.802	3,665,146.389
1995	$	13.373	$	17.610	2,077,029.504
1994	$	13.160	$	13.373	919,622.615
1993	$	12.500	$	13.160	237,733.021
Balanced Portfolio(6)
2002	$	12.949
2001	$	14.450	$	12.949	5,964,638.892
2000	$	15.101	$	14.450	5,776,345.909
1999	$	14.16	$	15.101	4,426,908.448
1998	$	11.738	$	14.16	2,280,501.753
1997	$	10.000	$	11.738	647,855.304
Developing Leaders Portfolio(1)*
2002	$	80.956
2001	$	87.446	$	80.956	1,755,966.852
2000	$	78.255	$	87.446	2,018,390.168
1999	$	64.44	$	78.255	2,096,729.991
1998	$	67.668	$	64.44	2,615,765.058
1997	$	58.773	$	67.668	2,954,842.907
1996	$	51.121	$	58.773	2,736,720.675
1995	$	40.064	$	51.121	2,155,879.198
1994	$	37.702	$	40.064	1,250,237.625
1993	$	39.620	$	37.702	138,557.449
Disciplined Stock Portfolio(5)
2002	$	17.086
2001	$	19.977	$	17.086	5,890,686.117
2000	$	22.295	$	19.977	6,539,032.706
1999	$	19.09	$	22.295	5,856,978.740
1998	$	15.272	$	19.09	4,753,022.290
1997	$	11.776	$	15.272	2,278,146.352
1996	$	10.00	$	11.776	618,809.191

48

Total Variable Account Annual Expenses: 1.40%

For Initial Class Shares (continued)

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value At End of Period		Number of Accumulation Units Outstanding at End of Period
Growth and Income Portfolio(4)
2002	$	29.686
2001	$	31.974	$	29.686	5,926,304.581
2000	$	33.694	$	31.974	6,432,258.706
1999	$	29.23	$	33.694	6,548,394.692
1998	$	26.509	$	29.23	7,270,897.396
1997	$	23.131	$	26.509	7,480,387.355
1996	$	19.426	$	23.131	6,332,649.215
1995	$	12.167	$	19.426	2,565,038.589
1994	$	12.177	$	12.167	4,300.380
International Equity Portfolio(4)
2002	$	14.416
2001	$	20.643	$	14.416	2,253,497.876
2000	$	25.038	$	20.643	2,629,168.557
1999	$	15.89	$	25.038	2,296,712.753
1998	$	15.422	$	15.89	2,456,885.911
1997	$	14.267	$	15.422	2,176,230.247
1996	$	12.964	$	14.267	1,480,395.223
1995	$	12.240	$	12.964	530,374.642
1994	$	12.247	$	12.240	8,552.073
International Value Portfolio(5)
2002	$	12.067
2001	$	14.101	$	12.067	1,164,395.489
2000	$	14.846	$	14.101	1,377,476.194
1999	$	11.78	$	14.846	1,432,408.023
1998	$	10.982	$	11.78	1,380,692.935
1997	$	10.244	$	10.982	1,047,389.002
1996	$	10.00	$	10.244	230,868.491
Limited Term High Income Portfolio(6)
2002	$	9.028
2001	$	9.428	$	9.028	2,748,955.097
2000	$	10.422	$	9.428	3,514,966.504
1999	$	10.73	$	10.422	5,300,351.762
1998	$	10.852	$	10.73	6,458,312.119
1997	$	10.000	$	10.852	2,424,231.798

49

Total Variable Account Annual Expenses: 1.40%

For Initial Class Shares (continued)

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period		Number of Accumulation Units Outstanding at End of Period
Money Market Portfolio(1)
2002	$	1.349
2001	$	1.316	$	1.349	81,225,135.541
2000	$	1.258	$	1.316	59,855,370.259
1999	$	1.22	$	1.258	64,761,299.670
1998	$	1.175	$	1.22	53,939,642.196
1997	$	1.132	$	1.175	42,660,950.364
1996	$	1.093	$	1.132	38,983,053.941
1995	$	1.048	$	1.093	31,807,563.947
1994	$	1.018	$	1.048	23,559,789.795
1993	$	1.021	$	1.018	2,678,280.492
Quality Bond Portfolio(1)
2002	$	18.095
2001	$	17.199	$	18.095	4,966,205.213
2000	$	15.683	$	17.199	4,333,498.116
1999	$	15.88	$	15.683	5,010,813.856
1998	$	15.260	$	15.88	5,030,446.431
1997	$	14.142	$	15.260	4,020,220.452
1996	$	13.908	$	14.142	3,072,774.847
1995	$	11.710	$	13.908	2,052,313.888
1994	$	12.445	$	11.710	931,527.691
1993	$	12.310	$	12.445	86,752.856
Small Company Stock Portfolio(5)
2002	$	13.597
2001	$	14.003	$	13.597	1,479,035.551
2000	$	13.083	$	14.003	1,666,683.284
1999	$	11.99	$	13.083	1,665,730.260
1998	$	12.935	$	11.99	2,111,028.689
1997	$	10.772	$	12.935	1,604,089.554
1996	$	10.00	$	10.772	543,949.419
Special Value Portfolio(1)
2002	$	16.197
2001	$	17.848	$	16.197	1,678,906.413
2000	$	17.122	$	17.848	1,959,903.631
1999	$	16.19	$	17.122	2,347,756.875
1998	$	14.185	$	16.19	2,764,173.241
1997	$	11.682	$	14.185	2,649,561.005
1996	$	12.292	$	11.682	1,232,530.711
1995	$	12.496	$	12.292	1,288,429.555
1994	$	12.861	$	12.496	1,486,438.137
1993	$	12.797	$	12.861	167,686.797

50

Total Variable Account Annual Expenses: 1.40%

For Initial Class Shares (continued)

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period		Number of Accumulation Units Outstanding at End of Period
Stock Index Fund(1)
2002	$	40.930
2001	$	47.264	$	40.930	5,101,627.890
2000	$	52.828	$	47.264	5,610,267.635
1999	$	44.42	$	52.828	5,113,716.960
1998	$	35.128	$	44.42	4,443,711.383
1997	$	26.791	$	35.128	3,357,236.245
1996	$	22.172	$	26.791	2,030,280.057
1995	$	16.437	$	22.172	977,271.816
1994	$	16.521	$	16.437	348,937.285
1993	$	15.310	$	16.521	93,536.733
Socially Responsible Growth Fund, Inc.(3)
2002	$	29.472
2001	$	38.602	$	29.472	2,795,959.566
2000	$	43.996	$	38.602	3,085,982.201
1999	$	34.30	$	43.996	2,399,067.265
1998	$	26.879	$	34.30	1,744,708.001
1997	$	21.221	$	26.879	1,335,814.063
1996	$	17.752	$	21.221	708,680.320
1995	$	13.377	$	17.752	295,077.936
1994	$	13.364	$	13.377	135,018.350
1993	$	12.490	$	13.364	26,089.826
Core Bond Portfolio(10)
2002	$	11.095
2001	$	10.762	$	11.095	1,854,166.941
2000	$	10.00	$	10.762	401,440.673
Core Value Portfolio(7)
2002	$	11.703
2001	$	12.120	$	11.703	2,768,228.725
2000	$	10.967	$	12.120	1,671,632.569
1999	$	9.29	$	10.967	618,554.557
1998	$	10.00	$	9.29	95,759.521
Emerging Leaders Portfolio(10)
2002	$	13.091
2001	$	12.209	$	13.091	764,463.997
2000	$	10.00	$	12.209	237,691.634
Emerging Markets Portfolio(10)
2002	$	7.283
2001	$	7.149	$	7.283	101,905.379
2000	$	10.00	$	7.149	68,080.097

51

Total Variable Account Annual Expenses: 1.40%

For Initial Class Shares (continued)

Subaccount	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at End of Period		Number of Accumulation Units Outstanding at End of Period
Founders Discovery Portfolio(10)
2002	$	6.005
2001	$	7.474	$	6.005	1,976,068.628
2000	$	10.00	$	7.474	1,566,915.606
Founders Growth Portfolio(8)
2002	$	7.333
2001	$	9.299	$	7.333	2,947,769.953
2000	$	12.632	$	9.299	2,497,719.994
1999	$	10.00	$	12.632	209,797.215
Founders International Equity Portfolio(9)
2002	$	7.860
2001	$	11.317	$	7.860	988,311.468
2000	$	13.894	$	11.317	889,774.353
1999	$	10.00	$	13.894	51,377.647
Founders Passport Portfolio(8)
2002	$	8.081
2001	$	11.820	$	8.081	1,632,394.749
2000	$	16.144	$	11.820	1,743,018.957
1999	$	10.00	$	16.144	230,853.270
Japan Portfolio(11)
2002	$	5.469
2001	$	7.692	$	5.469	57,853.979
2000	$	10.00	$	7.692	42,342.493
MidCap Stock Portfolio(7)
2002	$	10.726
2001	$	11.244	$	10.726	2,863,076.333
2000	$	10.529	$	11.244	2,352,335.934
1999	$	9.63	$	10.529	677,575.571
1998	$	10.00	$	9.63	467,292.833
Technology Growth Portfolio(9)
2002	$	7.305
2001	$	11.078	$	7.305	8,574,826.108
2000	$	15.383	$	11.078	9,024,925.748
1999	$	10.00	$	15.383	2,898,342.133

⁽¹⁾ Sub-Account inception January 4, 1993.

⁽²⁾ Sub-Account inception April 5, 1993.

⁽³⁾ Sub-Account inception October 7, 1993.

⁽⁴⁾ Sub-Account inception December 15, 1994.

⁽⁵⁾ Sub-Account inception May 1, 1996.

⁽⁶⁾ Sub-Account inception May 1, 2000.

⁽⁷⁾ Sub-Account inception May 1, 2000.

⁽⁸⁾ Sub-Account inception May 1, 2000.

⁽⁹⁾ Sub-Account inception May 1, 2000.

⁽¹⁰⁾ Sub-Account inception May 1, 2000.

* Formerly known as Small Cap Portfolio

52

Total Variable Account Annual Expenses: 1.30%

For Initial Class Shares

Sub-account	Accumulation Unit Value at Beginning of Period		Accumulation Unit Value at Enda of Period	Number of Accumulation Units Outstanding at End of Period
Transamerica Equity(1)
2002	$	10.000
Money Market(2)
2002	$	10.000

⁽¹⁾      Sub-Account inception May 1, 1998.

⁽²⁾      Sub-Account inception January 4, 1993.

53

APPENDIX B

HISTORICAL PERFORMANCE DATA

Standard Performance Data

Transamerica may advertise historical yields and total returns for the subaccounts of the variable account. In addition, Transamerica may advertise the effective yield of the subaccount investing in the Money Market Portfolio (the “Money Market Subaccount”). These figures are calculated according to standardized methods prescribed by the SEC. They are based on historical earnings and are not intended to indicate future performance.

Money Market Subaccount. The yield of the Money Market Subaccount for a contract refers to the annualized income generated by an investment under a contract in the subaccount over a specified seven-day period. The yield is calculated by assuming that the income generated for that seven-day period is generated each seven-day period over a 52-week period and is shown as a percentage of the investment. The effective yield is calculated similarly but, when annualized, the income earned by an investment under a contract in the subaccount is assumed to be reinvested. The effective yield will be slightly higher than the yield because of the compounding effect of this assumed reinvestment.

Other Subaccounts. The yield of a subaccount (other than the Money Market Subaccount) for a contract refers to the annualized income generated by an investment under a contract in the subaccount over a specified thirty-day period. The yield is calculated by assuming that the income generated by the investment during that thirty-day period is generated each thirty-day period over a 12-month period and is shown as a percentage of the investment.

The total return of a subaccount refers to return quotations assuming an investment under a contract has been held in the subaccount for various periods of time including a period measured from the date the subaccount commenced operations. When a subaccount has been in operation for one, five, and ten years, respectively, the total return for these periods will be provided. The total return quotations for a subaccount will represent the average annual compounded rates of return that equate an initial investment of $1,000 in the subaccount to the redemption value of that investment as of the last day of each of the periods for which total return quotations are provided.

The yield and total return calculations for a subaccount do not reflect the effect of any premium taxes that may be applicable to a particular contract and they may not reflect the charges for any optional rider. To the extent that any or all of a premium tax is applicable to a particular contract, or one or more riders are elected, the yield and/or total return of that contract will be reduced. For additional information regarding yields and total returns calculated using the standard formats briefly summarized above, please refer to the SAI, a copy of which may be obtained from the administrative and service office upon request.

Based on the method of calculation described in the SAI, the average annual total returns for periods from inception of the subaccounts to December 31, 2002, and for the one and five year periods ended December 31, 2002 are shown in Table 1 below. Total returns shown reflect deductions for the mortality and expense risk fee, the administrative charges, including an administration charge of $35 per annum adjusted for average account

54

size. Standard total return calculations will reflect the effect of surrender charges that may be applicable to a particular period. Table 1 figures do not reflect any charge for riders or other optional features.

For periods prior to January 22, 2001, performance figures do not reflect the Rule 12b-1 fees that now apply to the Service Class Shares. Figures would be lower if Rule 12b-1 fees had been in effect.

TABLE 1—A Standard Average Annual Total Returns (Assuming A Surrender Charge and No Riders or Optional Features)
Double Enhanced Death Benefit (Total Variable Account Annual Expenses: 2.10%)
Subaccount	1 Year Ended 12/31/02	5 Year Ended 12/31/02	Inception of the Subaccount to 12/31/02	Subaccount Inception Date
Transamerica Equity				May 1, 1998
Appreciation Portfolio				April 5, 1993
Balanced Portfolio				May 1, 1997
Developing Leaders Portfolio(1)				January 4, 1993
Disciplined Stock Portfolio				May 1, 1996
Growth and Income Portfolio				December 15, 1994
International Equity Portfolio				December 15, 1994
International Value Portfolio				May 1, 1996
Limited Term High Income Portfolio				April 30, 1997
Quality Bond Portfolio				January 4, 1993
Small Company Stock Portfolio				May 1, 1996
Special Value Portfolio				January 4, 1993
Stock Index Fund				January 4, 1993
Socially Responsible Growth Fund, Inc.				October 7, 1993
Core Bond Portfolio				May 1, 2000
Core Value Portfolio				May 1, 1998
Emerging Leaders Portfolio				May 1, 2000
Emerging Markets Portfolio				May 1, 2000
Founders Discovery Portfolio				May 1, 2000
Founders Growth Portfolio				May 3, 1999
Founders International Equity Portfolio				October 1, 1999
Founders Passport Portfolio				May 3, 1999
Japan Portfolio				May 1, 2000
MidCap Stock Portfolio				May 1, 1998
Technology Growth Portfolio				October 1, 1999

⁽¹⁾ Formerly known as Small Cap

55

TABLE 1—B

Standard Average Annual Total Returns

(Assuming A Surrender Charge and No Riders or Optional Features)

Annual Step-Up Death Benefit

(Total Variable Account Annual Expenses: 1.50%)

Subaccount	1 Year Ended 12/31/02	5 Year Ended 12/31/02	Inception of the Subaccount to 12/31/02	Subaccount Inception Date
Transamerica Equity				May 1, 1998
Appreciation Portfolio				April 5, 1993
Balanced Portfolio				May 1, 1997
Developing Leaders Portfolio(1)				January 4, 1993
Disciplined Stock Portfolio				May 1, 1996
Growth and Income Portfolio				December 15,1994
International Equity Portfolio				December 15, 1994
International Value Portfolio				May 1, 1996
Limited Term High Income Portfolio				April 30, 1997
Quality Bond Portfolio				January 4, 1993
Small Company Stock Portfolio				May 1, 1996
Special Value Portfolio				January 4, 1993
Stock Index Fund				January 4, 1993
Socially Responsible Growth Fund, Inc.				October 7, 1993
Core Bond Portfolio				May 1, 2000
Core Value Portfolio				May 1, 1998
Emerging Leaders Portfolio				May 1, 2000
Emerging Markets Portfolio				May 1, 2000
Founders Discovery Portfolio				May 1, 2000
Founders Growth Portfolio				May 3, 1999
Founders International Equity Portfolio				October 1, 1999
Founders Passport Portfolio				May 3, 1999
Japan Portfolio				May 1, 2000
MidCap Stock Portfolio				May 1, 1998
Technology Growth Portfolio				October 1, 1999

⁽¹⁾ Formerly known as Small Cap

56

TABLE 1—C Standard Average Annual Total Returns (Assuming A Surrender Charge and No Riders or Optional Features)
Return of Premium Death Benefit
(Total Variable Account Annual Expenses: 1.30%)
Subaccount	1 Year Ended 12/31/02	5 Year Ended 12/31/02	Inception of the Subaccount to 12/31/02	Subaccount Inception Date
Transamerica Equity				May 1, 1998
Appreciation Portfolio				April 5, 1993
Balanced Portfolio				May 1, 1997
Developing Leaders Portfolio(1)				January 4, 1993
Disciplined Stock Portfolio				May 1, 1996
Growth and Income Portfolio				December 15, 1994
International Equity Portfolio				December 15, 1994
International Value Portfolio				May 1, 1996
Limited Term High Income Portfolio				April 30, 1997
Quality Bond Portfolio				January 4, 1993
Small Company Stock Portfolio				May 1, 1996
Special Value Portfolio				January 4, 1993
Stock Index Fund				January 4, 1993
Socially Responsible Growth Fund, Inc.				October 7, 1993
Core Bond Portfolio				May 1, 2000
Core Value Portfolio				May 1, 1998
Emerging Leaders Portfolio				May 1, 2000
Emerging Markets Portfolio				May 1, 2000
Founders Discovery Portfolio				May 1, 2000
Founders Growth Portfolio				May 3, 1999
Founders International Equity Portfolio				October 1, 1999
Founders Passport Portfolio				May 3, 1999
Japan Portfolio				May 1, 2000
MidCap Stock Portfolio				May 1, 1998
Technology Growth Portfolio				October 1, 1999

⁽¹⁾ Formerly known as Small Cap

The figures in the above tables may reflect waiver of advisory fees and reimbursement of other expenses. In the absence of such waivers, the average annual total return figures above would have been lower. (See the Fee Table.)

Non-Standard Performance Data

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

Transamerica may also advertise or disclose average annual total return or other performance data in non-standard formats for a subaccount of the variable account. The non-standard performance data may assume that no surrender charge is applicable, and may also make other assumptions such as the amount invested in a subaccount, differences in time periods to be shown, or the effect of partial surrenders or annuity payments.

57

All non-standard performance data will be advertised only if the standard performance data is also disclosed. For additional information regarding the calculation of other performance data, please refer to the SAI.

The non-standard average annual total return figures shown in Table 2 are based on the assumption that the contract is not surrendered, and therefore the surrender charge is not imposed. Also, Table 2, like Table 1, does not reflect the charge for any optional rider.

TABLE 2—A Non-Standardized Average Annual Total Returns (Assuming No Surrender Charge, Riders or Optional Features) Double Enhanced Death Benefit (Total Variable Account Annual Expenses: 2.10%)
Subaccount	1 Year Ended 12/31/02	5 Year Ended 12/31/02	Inception of the Subaccount to 12/31/02	Subaccount Inception Date
Transamerica Equity				May 1, 1998
Appreciation Portfolio				April 5, 1993
Balanced Portfolio				May 1, 1997
Developing Leaders Portfolio(1)				January 4, 1993
Disciplined Stock Portfolio				May 1, 1996
Growth and Income Portfolio				December 15, 1994
International Equity Portfolio				December 15, 1994
International Value Portfolio				May 1, 1996
Limited Term High Income Portfolio				April 30, 1997
Quality Bond Portfolio				January 4, 1993
Small Company Stock Portfolio				May 1, 1996
Special Value Portfolio				January 4, 1993
Stock Index Fund				January 4, 1993
Socially Responsible Growth Fund, Inc.				October 7, 1993
Core Bond Portfolio				May 1, 2000
Core Value Portfolio				May 1, 1998
Emerging Leaders Portfolio				May 1, 2000
Emerging Markets Portfolio				May 1, 2000
Founders Discovery Portfolio				May 1, 2000
Founders Growth Portfolio				May 3, 1999
Founders International Equity Portfolio				October 1, 1999
Founders Passport Portfolio				May 3, 1999
Japan Portfolio				May 1, 2000
MidCap Stock Portfolio				May 1, 1998
Technology Growth Portfolio				October 1, 1999

⁽¹⁾ Formerly known as Small Cap

58

TABLE 2—B

Non-Standard Average Annual Total Returns

(Assuming No Surrender Charge, Riders or Optional Features)

Annual Step-Up Death Benefit

(Total Variable Account Annual Expenses: 1.50%)

Subaccount	1 Year Ended 12/31/02	5 Year Ended 12/31/02	Inception of the Subaccount to 12/31/02	Subaccount Inception Date
Transamerica Equity				May 1, 1998
Appreciation Portfolio				April 5, 1993
Balanced Portfolio				May 1, 1997
Developing Leaders Portfolio(1)				January 4, 1993
Disciplined Stock Portfolio				May 1, 1996
Growth and Income Portfolio				December 15,1994
International Equity Portfolio				December 15, 1994
International Value Portfolio				May 1, 1996
Limited Term High Income Portfolio				April 30, 1997
Quality Bond Portfolio				January 4, 1993
Small Company Stock Portfolio				May 1, 1996
Special Value Portfolio				January 4, 1993
Stock Index Fund				January 4, 1993
Socially Responsible Growth Fund, Inc.				October 7, 1993
Core Bond Portfolio				May 1, 2000
Core Value Portfolio				May 1, 1998
Emerging Leaders Portfolio				May 1, 2000
Emerging Markets Portfolio				May 1, 2000
Founders Discovery Portfolio				May 1, 2000
Founders Growth Portfolio				May 3, 1999
Founders International Equity Portfolio				October 1, 1999
Founders Passport Portfolio				May 3, 1999
Japan Portfolio				May 1, 2000
MidCap Stock Portfolio				May 1, 1998
Technology Growth Portfolio				October 1, 1999

⁽¹⁾ Formerly known as Small Cap

59

TABLE 2—C Non-Standardized Average Annual Total Returns (Assuming No Surrender Charge, Riders or Optional Features)
Return of Premium Death Benefit (Total Variable Account Annual Expenses: 1.30%)
Subaccount	1 Year Ended 12/31/02	5 Year Ended 12/31/02	Inception of the Subaccount to 12/31/02	Subaccount Inception Date
Transamerica Equity				May 1, 1998
Appreciation Portfolio				April 5, 1993
Balanced Portfolio				May 1, 1997
Developing Leaders Portfolio(1)				January 4, 1993
Disciplined Stock Portfolio				May 1, 1996
Growth and Income Portfolio				December 15, 1994
International Equity Portfolio				December 15, 1994
International Value Portfolio				May 1, 1996
Limited Term High Income Portfolio				April 30, 1997
Quality Bond Portfolio				January 4, 1993
Small Company Stock Portfolio				May 1, 1996
Special Value Portfolio				January 4, 1993
Stock Index Fund				January 4, 1993
Socially Responsible Growth Fund, Inc.				October 7, 1993
Core Bond Portfolio				May 1, 2000
Core Value Portfolio				May 1, 1998
Emerging Leaders Portfolio				May 1, 2000
Emerging Markets Portfolio				May 1, 2000
Founders Discovery Portfolio				May 1, 2000
Founders Growth Portfolio				May 3, 1999
Founders International Equity Portfolio				October 1, 1999
Founders Passport Portfolio				May 3, 1999
Japan Portfolio				May 1, 2000
MidCap Stock Portfolio				May 1, 1998
Technology Growth Portfolio				October 1, 1999

⁽¹⁾ Formerly known as Small Cap

The figures in the above tables may reflect waiver of advisory fees and reimbursement of other expenses. In the absence of such waivers, the average annual total return figures above would have been lower. (See the Fee Table.)

60

APPENDIX C

CONTRACT VARIATIONS

The dates shown below are the approximate first issue dates of the various versions of the contract. These dates will vary by state in many cases. This Appendix describes certain of the more significant differences in features of the various versions of the contract. There may be additional variations. Please see your actual contract and any attachments for determining your specific coverage.

Contract Form/Endorsement	Approximate First Issue Date
GNC-33-194 (Contract Form)	January 1993
AV696 101 145 901 (Contract Form)	May 1, 2002
RGMI 16 1101 (GMIB Rider)	May 1, 2002
RTP 3 401 (Additional Death Benefit Rider)	May 1, 2002

61

Product Feature	GNC-33-194	AV696 101 145 901, RGMI 16 1101, RTP 3 401
Excess Interest Adjustment	Yes	Yes
Guaranteed Minimum Death Benefit Option(s)	Greater of 5% Annually Compounding through age 85 Death Benefit or Annual Step-Up through age 85 Death Benefit (with a cap of 200%)	Greater of 6% Annually Compounding through age 80 Death Benefit or Monthly Step-Up through age 80 Death Benefit and Return of Premium
Guaranteed Period Options (available in the fixed account)	1, 3, 5 and seven guaranteed periods available.	1, 3, 5 and seven guaranteed periods available.
Minimum effective annual interest rate applicable to the fixed account	3%	2%
Asset Rebalancing	Yes	Yes
Death Proceeds	Greatest of (1) the account value; or (2) the guaranteed minimum death benefit, plus additional purchase payments received, less any partial withdrawals and any applicable premium taxes from the date of death to the date of payment of the death proceeds.	Greatest of (1) the account value; (2) cash value; or (3) guaranteed minimum death benefit, plus purchase payments, less gross partial surrenders from the date of death to the date the death benefit is paid.
Distribution Financing Charge	N/A	N/A
Is Mortality & Expense Risk Fee different after the annuity date?	No	Yes
Dollar Cost Averaging Fixed Account Option	Yes	Yes
Service Charge	Assessed at the end of each contract year before the annuity date and at the time of surrender; Waived if the account value exceeds $50,000 on the last business day of the contract year or at the time of surrender. This service charge is deducted pro-rate from each investment option.	An annual service charge of $35 (but not more than 2% of the account value) is charged on each contract anniversary and at surrender. The service charge is waived if your account value or the sum of your purchase payments, less all partial surrenders, is at least $50,000.
Nursing Care and Terminal Condition Withdrawal Option	Yes	Yes
Unemployment Waiver	No	Yes
Guaranteed Minimum Income Benefit	Yes	Yes
Tax Relief Rider	Yes	Yes
Liquidity Rider	No	Yes
Premium Accelerator	No	Yes

62

STATEMENT OF ADDITIONAL INFORMATION

DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE^®

VARIABLE ANNUITY

Issued through

SEPARATE ACCOUNT VA-2L

Offered by

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

This statement of additional information expands upon subjects discussed in the current prospectus for the Dreyfus/Transamerica Triple Advantage^® Variable Annuity offered by Transamerica Occidental Life Insurance Company. You may obtain a copy of the prospectus dated May 1, 2003 by calling 1-877-717-8861, or by writing to the Annuity Service Center, 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499-0001. The prospectus sets forth information that a prospective investor should know before investing in a contract. Terms used in the current prospectus for the contract are incorporated in this Statement of Additional Information.

This Statement of Additional Information (SAI) is not a prospectus and should be read only in conjunction with the prospectuses for the contract and the underlying fund portfolios.

Dated: May 1, 2003

TABLE OF CONTENTS

THE CONTRACT—GENERAL PROVISIONS	6
Owner	6
Entire Contract	6
Misstatement of Age or Sex	7
Addition, Deletion, or Substitution of Investments	7
Excess Interest Adjustment	8
Reallocation of Variable Annuity Units After the Annuity Date	12
Annuity Payment Options	12
Death Benefit	14
Death of Owner	16
Assignment	16
Evidence of Survival	16
Non-Participating	17
Amendments	17
Employee and Agent Purchases	17
Present Value of Future Variable Payments	17
Stabilized Payments	17
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	18
Tax Status of the Contract	19
Taxation of Transamerica	22
INVESTMENT EXPERIENCE	23
Variable Accumulation Units	23
Variable Annuity Unit Value and Annuity Payment Rates	25
TAX RELIEF RIDER—ADDITIONAL INFORMATION	27
TAX RELIEF PLUS—ADDITIONAL INFORMATION	28
HISTORICAL PERFORMANCE DATA	29
Money Market Yields	29
Other Subaccount Yields	30
Total Returns	30
Other Performance Data	31
Adjusted Historical Performance Data	31
PUBLISHED RATINGS	32
STATE REGULATION OF TRANSAMERICA	32
ADMINISTRATION	32
RECORDS AND REPORTS	32
DISTRIBUTION OF THE CONTRACTS	32
VOTING RIGHTS	33
OTHER PRODUCTS	34
CUSTODY OF ASSETS	34
LEGAL MATTERS	34
INDEPENDENT AUDITORS	34
OTHER INFORMATION	34
FINANCIAL STATEMENTS	34

2

GLOSSARY OF TERMS

Account Value—On or before the annuity date, the account value is equal to the owner’s:

• purchase payments; minus

• partial surrenders (including the net effect any applicable excess interest adjustments and/or surrender charges on such surrenders); plus

• interest credited in the fixed account; plus

• accumulated gains in the variable account; minus

• losses in the variable account; minus

• service charges, premium taxes, rider fees, and transfer fees and any other charges, if any.

Adjusted Account Value—An amount equal to the account value increased or decreased by any excess interest adjustments.

Administrative and Service Office—Transamerica Occidental Life Insurance Company, Attention: Customer Care Group, 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499-0001.

Annuitant—The person whose life any annuity payments involving life contingencies will continue.

Annuity Date—The date upon which annuity payments are to commence. This date may be any date at least thirty days after the contract date and may not be later than the last day of the contract month starting after the annuitant attains age 85, except as expressly allowed by Transamerica. In no event will this date be later than the last day of the month following the month in which the annuitant attains age 95.

Annuity Payment—An amount paid by Transamerica at regular intervals to the annuitant and/or any other payee specified by the owner. It may be on a variable or fixed basis.

Beneficiary—The person who has the right to the death benefit as set forth in the contract.

Business Day—A day when the New York Stock Exchange is open for business.

Cash Value— The adjusted account value less any applicable surrender charge and any rider fees (imposed upon surrender).

Code—The Internal Revenue Code of 1986, as amended.

Contract Year—A contract year begins on the date in which the contract becomes effective and on each contract anniversary thereof.

Enrollment form—A written application, order form, or any other information received electronically or otherwise upon which the contract is issued and/or is reflected on the data or specifications page.

Excess Interest Adjustment—A positive or negative adjustment to amounts surrendered (both partial and full surrenders and transfers) applied to the annuity payment options from the fixed account guaranteed period options prior to the end of the guaranteed period. The adjustment reflects changes in the interest rates declared by Transamerica since the date any payment was received by (or an amount was transferred to) the guaranteed

3

period option. The excess interest adjustment can either decrease or increase the amount to be received by the owner upon surrender (either full or partial) or commencement of annuity payments, depending upon whether there has been an increase or decrease in interest rates, respectively.

Fixed Account—One or more investment choices under the contract that are part of Transamerica’s general assets and which are not in the variable account.

Guaranteed Period Options—The various guaranteed interest rate periods of the fixed account, which Transamerica may offer, into which purchase payments may be paid or amounts may be transferred.

Nonqualified Contract—A contract other than a qualified contract.

Owner— The person who may exercise all rights and privileges under the contract. The owner during the lifetime of the annuitant and prior to the annuity date is the person designated as the owner or a successor owner in the information that we require to issue a contract.

Purchase Payment—An amount paid to Transamerica by the owner or on the owner’s behalf as consideration for the benefits provided by the contract.

Qualified Contract—A contract issued in connection with retirement plans that qualify for special federal income tax treatment under the Code.

Service Charge—An annual charge on each contract anniversary (and a charge at the time of surrender during any contract year) for contract maintenance and related administrative expenses. This annual charge is $35, but will not exceed 2% of the account value.

Subaccount—A subdivision within the variable account, the assets of which are invested in a specified portfolio of the underlying fund portfolios.

Surrender Charge—A percentage of each purchase payment in an amount from 7% to 0% depending upon the length of time from the date of each purchase payment. The surrender charge is assessed on full or partial surrenders from the contract. The surrender charge may also be referred to as a “contingent deferred sales charge.”

Variable Account—Separate Account VA-2L, a separate account established and registered as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”), as amended, to which purchase payments under the contracts may be allocated.

Variable Accumulation Unit—An accounting unit of measure used to determine the account value in the variable account before the annuity date.

Variable Annuity Payments—Payments made pursuant to an annuity payment option which fluctuate as to dollar amount or payment term in relation to the investment performance of the specified subaccounts within the variable account.

Variable Annuity Unit—An accounting unit of measure used in the calculation of the amount of the second

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and each subsequent variable annuity payment.

Valuation Period—The period of time from one determination of variable accumulation unit values and variable annuity unit values to the next subsequent determination of values. Such determination shall be made on each business day.

Written Notice—Written notice, signed by the owner, that gives Transamerica the information it requires and is received at the administrative and service office. For some transactions, Transamerica may accept an electronic notice such as telephone instructions. Such electronic notice must meet the requirements Transamerica establishes for such notices.

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

THE CONTRACT—GENERAL PROVISIONS

Owner

The contract shall belong to the owner upon issuance of the contract after completion of an enrollment form and delivery of the initial purchase payment. While the annuitant is living, the owner may: (1) assign the contract; (2) surrender the contract; (3) amend or modify the contract with Transamerica’s consent; (4) receive annuity payments or name a payee to receive the payments; and (5) exercise, receive and enjoy every other right and benefit contained in the contract. The exercise of these rights may be subject to the consent of any assignee or irrevocable beneficiary; and of your spouse in a community or marital property state.

Unless Transamerica has been notified of a community or marital property interest in the contract, it will rely on its good faith belief that no such interest exists and will assume no responsibility for inquiry.

Note carefully. If the owner predeceases the annuitant and no joint owner, primary beneficiary or contingent beneficiary is alive or in existence on the date of death, the owner’s estate will become the new owner. If no probate estate is opened because the owner has precluded the opening of a probate estate by means of a trust or other instrument, that trust may not exercise ownership rights to the contract. It may be necessary to open a probate estate in order to exercise ownership rights to the contract.

The owner may change the ownership of the contract in a written notice. When this change takes effect, all rights of ownership in the contract will pass to the new owner. A change of ownership may have tax consequences.

When there is a change of owner or successor owner, the change will not be effective until it is recorded in our records. Once recorded, it will take effect as of the date the owner signs the written notice, subject to any payment Transamerica has made or action Transamerica has taken before recording the change. Changing the owner or naming a new successor owner cancels any prior choice of successor owner, but does not change the designation of the beneficiary or the annuitant.

If ownership is transferred (except to the owner’s spouse) because the owner dies before the annuitant, the cash value generally must be distributed to the successor owner within five years of the owner’s death, or payments must be made for a period certain or for the successor owner’s lifetime so long as any period certain does not exceed that successor owner’s life expectancy, if the first payment begins within one year of your death.

Entire Contract

The contract, any endorsements thereon, the enrollment form, or information provided in lieu thereof, constitute the entire contract between Transamerica and the owner. All statements in the enrollment form are representations and not warranties. No statement will cause the contract to be void or to be used in defense of a claim unless contained in the enrollment form or information provided in lieu thereof.

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Misstatement of Age or Sex

If the age or sex of the annuitant or owner has been misstated, Transamerica will change the annuity benefit payable to that which the purchase payments would have purchased for the correct age or sex. The dollar amount of any underpayment made by Transamerica shall be paid in full with the next payment due such person or the beneficiary. The dollar amount of any overpayment made by Transamerica due to any misstatement shall be deducted from payments subsequently accruing to such person or beneficiary. Any underpayment or overpayment will include interest at 5% per year, from the date of the wrong payment to the date of the adjustment. The age of the annuitant or owner may be established at any time by the submission of proof satisfactory to Transamerica.

Addition, Deletion, or Substitution of Investments

Transamerica cannot and does not guarantee that any of the subaccounts will always be available for purchase payments, allocations, or transfers. Transamerica retains the right, subject to any applicable law, to make certain changes in the variable account and its investments. Transamerica reserves the right to eliminate the shares of any portfolio held by a subaccount2 and to substitute shares of another underlying fund portfolios, or of another registered open-end management investment company for the shares of any portfolio, if the shares of the portfolio are no longer available for investment or if, in Transamerica’s judgment, investment in any portfolio would be inappropriate in view of the purposes of the variable account. To the extent required by the 1940 Act, as amended, substitutions of shares attributable to your interest in a subaccount will not be made without prior notice to you and the prior approval of the Securities and Exchange Commission (“SEC”). Nothing contained herein shall prevent the variable account from purchasing other securities for other series or classes of variable annuity contracts, or from effecting an exchange between series or classes of variable annuity contracts on the basis of your requests.

New subaccounts may be established when, in the sole discretion of Transamerica, marketing, tax, investment or other conditions warrant. Any new subaccounts may be made available to existing owners on a basis to be determined by Transamerica. Each additional subaccount will purchase shares in a mutual fund portfolio, or other investment vehicle. Transamerica may also eliminate one or more subaccounts if, in its sole discretion, marketing, tax, investment or other conditions warrant such change. In the event any subaccount is eliminated, Transamerica will notify you and request a reallocation of the amounts invested in the eliminated subaccount. If no such reallocation is provided by you, Transamerica will reinvest the amounts in the subaccount that invests in the Money Market Portfolio (or in a similar portfolio of money market instruments), in another subaccount, or in the fixed account, if appropriate.

In the event of any such substitution or change, Transamerica may, by appropriate endorsement, make such changes in the contracts as may be necessary or appropriate to reflect such substitution or change. Furthermore, if deemed to be in the best interests of persons having voting rights under the contracts, the separate account may be (i) operated as a management company under the 1940 Act or any other form permitted by law, (ii) deregistered under the 1940 Act in the event such registration is no longer required or (iii) combined with one or more other separate accounts. To the extent permitted by applicable law, Transamerica also may (1) transfer the assets of the separate account associated with the contracts to another account or accounts, (2) restrict or eliminate any voting rights of owners or other persons who have voting rights as to the separate account, (3) create new separate accounts, (4) add new subaccounts to or remove existing subaccounts from the separate account, or combine subaccounts, or (5) add new underlying fund portfolios, or subatitute a new fund for an

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existing fund.

Excess Interest Adjustment

Money that you surrender, transfer out of, or apply to an annuity payment option, from a guaranteed period option of the fixed account before the end of its guaranteed period (the number of years you specified the money would remain in the guaranteed period option) may be subject to an excess interest adjustment. At the time you request a surrender, if interest rates set by Transamerica have risen since the date of the initial guarantee, the excess interest adjustment will result in a lower cash value. However, if interest rates have fallen since the date of the initial guarantee, the excess interest adjustment will result in a higher cash value.

Excess interest adjustments will not reduce the adjusted account value for a guaranteed period option below the purchase payments and transfers to that guaranteed period option, less any prior partial surrenders and transfers from the guaranteed period option, plus interest at the contract’s minimum guaranteed effective annual interest rate. This is referred to as the excess interest adjustment floor.

The formula that will be used to determine the excess interest adjustment is:

S* (G-C)* (M/12)

S = Gross amount being surrendered that is subject to the excess interest adjustment

G = Guaranteed interest rate in effect for the contract

C = Current guaranteed interest rate then being offered on new purchase payments for the next longer option period than “M”. If this contract form or such an option period is no longer offered, “C” will be the U.S. Treasury rate for the next longer maturity (in whole years) than “M” on the 25th day of the previous calendar month, plus up to 2%.

M = Number of months remaining in the current option period, rounded up to the next higher whole number of months.

* = multiplication

^  = exponentiation

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Example 1 (Full Surrender, rates increase by 3%):

Single purchase payment:	$50,000.00
Guarantee period:	5 Years
Guarantee rate:	5.50% per annum
Surrender:	Middle of annuity year 2
Policy value at middle of annuity year 2	= 50,000.00 * (1.055) ^ 1.5 = 54,181.21
Cumulative Earnings	= 54,181.21 – 50,000.00 = 4,181.21
10% of Purchase Payments	= 50,000.00 * .10 = 5,000.00
Penalty free amount at middle of annuity year 2	= 5,000.00
Amount free of excess interest adjustment	= 4,181.21
Amount subject to excess interest adjustment	= 54,181.21 – 4,181.21 = 50,000.00
Excess interest adjustment floor	= 50,000.00 * (1.02) ^ 1.5 = 51,507.48
Excess interest adjustment
G = .055
C = .085
M = 42
Excess interest adjustment	= S* (G-C)* (M/12)
	= 50,000.00 * (.055-.085) * (42/12)
	= -5,250.00, but excess interest adjustment cannot cause the adjusted account value to fall below the excess interest adjustment floor, so the adjustment is limited to 51,507.48 – 54,181.21 = -2,673.73
Adjusted account value	= account value + excess interest adjustment = 54,181.21 + (-2,673.73) = 51,507.48
Portion of penalty-free amount which is deducted from cumulative earnings	= cumulative earnings = 4,181.21
Portion of penalty-free amount which is deducted from purchase payments	= 5,000 – 4,181.21 = 818.79
Surrender charges	= (50,000.00 – 818.79)* .07 = 3,442.68
Net surrender value at middle of contract year 2	= 51,507.48 – 3,442.68 = 48,064.80
Net surrender value minimum	= 90% x 50,000 x 1.03 ^ (l.5) = 47,040.11
The net surrender value of $48,064.80 is greater than the minimum of $47,040.11

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Example 2 (Full Surrender, rates decrease by 1%):

Single purchase payment:	$50,000.00
Guarantee period:	5 Years
Guarantee rate:	5.50% per annum
Surrender:	Middle of contract year 2
Policy value at middle of contract year 2	= 50,000.00 * (1.055) ^ 1.5 = 54,181.21
Cumulative Earnings	= 54,181.21 – 50,000.00 = 4,181.21
10% of Purchase Payment	= 50,000.00 * .10 = 5,000.00
Penalty free amount at middle of contract year 2	= 5,000.00
Amount free of excess interest adjustment	= 4,181.21
Amount subject to excess interest adjustment	= 54,181.21 – 4,181.21 = 50,000.00
Excess interest adjustment floor	= 50,000.00 * (1.02) ^ 1.5 = 51,507.48
Excess interest adjustment
G = .055
C = .045
M = 42
Excess interest adjustment	= S* (G-C)* (M/12)
	= 50,000.00 * (.055-.045) * (42/12) = 1,750.00
Adjusted account value	= 54,181.21 + 1,750.00 = 55,931.21
Portion of penalty-free amount which is deducted from	= cumulative earnings
mulative earnings	= 4,181.21
Portion of penalty-free amount which is deducted from purchase payments	= 5,000.00 – 4,181.21 = 818.79
Surrender charges	= (50,000.00 – 818.79) * .07 = 3,442.68
Net surrender value at middle of contract year 2	= 55,931.21 – 3,442.68 = 52,488.53
Net surrender value minimum	= 90% x 50,000 x 1.03 ^ (l.5) = 47,040.11
The net surrender value of 52,448.53 is greater than the minimum of 47,040.11

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On a partial surrender, Transamerica will pay the owner the full amount of surrender requested (as long as the account value is sufficient). Amounts surrendered will reduce the account value by an amount equal to:

R-E + SC

R  =    the requested partial surrender;

E  =    the excess interest adjustment; and

SC  =    the surrender charges on (EPW-E); where

EPW =    the excess partial surrender amount.

Example 3 (Partial Surrender, rates increase by 1%):

Single purchase payment:	$50,000.00
Guarantee period:	5 Years
Guarantee rate:	5.50% per annum
Partial surrender:	$20,000 (requested withdrawal amount after penalties); middle of contract year 2
Policy value at middle of contract year 2	= 50,000.00 * (1.055) ^ 1.5 = 54,181.21
Cumulative Earnings	= 54,181.21- 50,000.00 = 4,181.21
10% of Purchase Payment	= 50,000.00 * .10 = 5,000.00
Penalty free amount at middle of contract year 2	= 5,000.00
Amount free of excess interest adjustment	= 4,181.21
Excess interest adjustment/surrender charge
S = 20,000 – 4,181.21 = 15,818.79
G = .055
C = .065
M = 42
E = 15,818.79 * (.055- .065) * (42/12) = -553.66
EPW = 20,000.00 – 5,000.00 = 15,000.00
To receive the full $20,000 partial surrender amount, we must “gross-up” the EPW amount to account for the surrender charges to be deducted. This is done by dividing the EPW by (1- surrender charge), New EPW - 15,000/(1- .07) = 16,129.03
SC = .07 * (16,129.03 - (-553.66) = 1,167.79
Remaining account value at middle of contract year 2	= 54,181.21-(R-E + surrender charge)
	= 54,181.21-(20,000.00-(-553.66) + 1,167.79) = 32,459.76

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Example 4 (Partial Surrender, rates decrease by 1%):

Single purchase payment:	$50,000.00
Guarantee period:	5 Years
Guarantee rate:	5.50% per annum
Partial surrender:	$20,000; middle of contract year 2
Policy value at middle of contract year 2	= 50,000.00 * (1.055) ^ 1.5 = 54,181.21
Cumulative Earnings	= 54,181.21 - 50,000.00 = 4,181.21
10% of Purchase Payment	= 50,000.00 * .10 = 5,000.00
Penalty free amount at middle of contract year 2	= 5,000.00
Amount free of excess interest adjustment	= 4,181.21
Excess interest adjustment/surrender charge
S = 20,000 - 4,181.21 = 15,818.79
G = .055
C = .045
M = 42
E = 15,818.79 * (.055-.045)* (42/12) = 553.66
EPW = 20,000.00-5,000.00 = 15,000.00
To receive the full $20,000 partial surrender amount, we must “gross-up” the EPW amount to account for the surrender charges to be deducted. This is done by dividing the EPW by (1 – surrender charge). New EPW = 15,000/(1-.07) = 16,129.03
SC = .07 * (16,129.03 – 553.66) = 1,090.28
Remaining account value at middle of contract year 2	= 54,181.21-(R-E + surrender charge)
	= 54,181.21-(20,000.00 – 553.66 + 1,090.28) = 33,644.59

Reallocation of Variable Annuity Units After the Annuity Date

After the annuity date, you may reallocate the value of a designated number of variable annuity units of a subaccount then credited to a contract into an equal value of variable annuity units of one or more other subaccounts or the fixed account. The reallocation shall be based on the relative value of the variable annuity units of the account(s) or subaccount(s) at the end of the business day on the next payment date. The minimum amount which may be reallocated is the lesser of (1) $10 of monthly income or (2) the entire monthly income of the variable annuity units in the account or subaccount from which the transfer is being made. If the monthly income of the variable annuity units remaining in an account or subaccount after a reallocation is less than $10, Transamerica reserves the right to include the value of those variable annuity units as part of the transfer. The request must be in writing to Transamerica’s administrative and service office. There is no charge assessed in connection with such reallocation. A reallocation of variable annuity units may be made up to four times in any given contract year.

After the annuity date, no transfers may be made from the fixed account to the variable account.

Annuity Payment Options

Note: Portions of the following discussion do not apply to annuity payments under the Initial Payment Guarantee. See the “Stabilized Payments” section of this SAI.

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During the lifetime of the annuitant and prior to the annuity date, the owner may choose an annuity payment option or change the election, but written notice of any election or change of election must be received by Transamerica at its administrative and service office at least thirty (30) days prior to the annuity date. If no election is made prior to the annuity date, annuity payments will be made under (i) Payment Option 3, life income with level payments for 10 years certain, using the existing adjusted account value of the fixed account, or (ii) under Payment Option 3, life income with variable payments for 10 years certain using the existing account value of the variable account, or (iii) in a combination of (i) and (ii).

The person who elects an annuity payment option can also name one or more successor payees to receive any unpaid amount Transamerica has at the death of a payee. Naming these payees cancels any prior choice of a successor payee.

A payee who did not elect the annuity payment option does not have the right to advance or assign payments, take the payments in one sum, or make any other change. However, the payee may be given the right to do one or more of these things if the person who elects the option tells Transamerica in writing and Transamerica agrees.

Variable Payment Options. The dollar amount of the first variable annuity payment will be determined in accordance with the annuity payment rates set forth in the applicable table contained in the contract. For annuity payments the tables are based on a 5% effective annual Assumed Investment Return and the “2000 Table”, using an assumed annuity date of 2005 (static projection to this point) with dynamic projection using scale G from that point (100% of G for male, 50% of G for females). The dollar amount of additional variable annuity payments will vary based on the investment performance of the subaccount(s) of the variable account selected by the annuitant or beneficiary.

Determination of the First Variable Payment. The amount of the first variable payment depends upon the sex (if consideration of sex is allowed under state law) and adjusted age of the annuitant. For regular annuity payments, the adjusted age is the annuitant’s actual age nearest birthday, on the annuity date, adjusted as follows:

Annuity Commencement Date	Adjusted Age
Before 2010	Actual Age
2010-2019	Actual Age minus 1
2020-2026	Actual Age minus 2
2027-2033	Actual Age minus 3
2034-2040	Actual Age minus 4
After 2040	As determined by Transamerica

This adjustment assumes an increase in life expectancy, and therefore it results in lower payments than without such an adjustment.

Determination of Additional Variable Payments. All variable annuity payments other than the first are calculated using variable annuity units which are credited to the contract. The number of variable annuity units to be credited in respect of a particular subaccount is determined by dividing that portion of the first variable annuity payment attributable to that subaccount by the variable annuity unit value of that subaccount on the annuity date. The number of variable annuity units of each particular subaccount credited to the contract then remains fixed, assuming no transfers to or from that subaccount occur. The dollar value of variable annuity units in the chosen subaccount will increase or decrease reflecting the investment experience of the chosen subaccount.

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The dollar amount of each variable annuity payment after the first may increase, decrease or remain constant, and is equal to the sum of the amounts determined by multiplying the number of variable annuity units of each particular subaccount credited to the contract by the variable annuity unit value for the particular subaccount on the date the payment is made.

Death Benefit

Adjusted Partial Surrender. The amount of your guaranteed minimum death benefit is reduced due to a partial surrender called the adjusted partial surrender. The reduction amount depends on the relationship between your guaranteed minimum death benefit and account value. The adjusted partial surrender is equal to (1) multiplied by (2), where:

(1) is the amount of the gross partial surrender;

(2) is the adjustment factor = current death benefit prior to the surrender divided by the account value prior to the surrender.

The following examples describe the effect of a surrender on the guaranteed minimum death benefit and account value.

Example 1 (Assumed Facts for Example)
$75,000	current guaranteed minimum death benefit before surrender
$50,000	current account value before surrender
$75,000	current death benefit (larger of account value, cash value and guaranteed minimum death benefit)
6%	current surrender charge percentage
$15,000	Requested surrender
$ 5,000	Surrender charge-free amount (assumes penalty free surrender is available)
$10,000	excess partial surrender (amount subject to surrender charge)
$ 100	excess interest adjustment (assumes interest rates have decreased since initial guarantee)
$ 594	Surrender charge on (excess partial surrender less excess interest adjustment) = 0.06* (10,000 – 100)
$10,494	Reduction in account value due to excess partial surrender = 10,000 – 100 + 594
$15,494	Total Gross Partial Surrender = 5,000 + 10,494
$23,241	adjusted partial surrender = 15,494 * (75,000/50,000)
$51,759	New guaranteed minimum death benefit (after surrender) = 75,000 – 23,241
$34,506	New account value (after surrender) = 50,000 – 15,494

Summary:
Reduction in guaranteed minimum death benefit	= $23,241
Reduction in account value	= $15,494

Note, guaranteed minimum death benefit is reduced more than the account value since the guaranteed minimum death benefit was greater than the account value just prior to the surrender.

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Example 2 (Assumed Facts for Example)
$50,000	current guaranteed minimum death benefit before surrender
$75,000	current account value before surrender
$75,000	current death benefit (larger of account value, cash value and guaranteed minimum death benefit)
6%	current surrender charge percentage
$15,000	requested surrender
$7,500	surrender charge-free amount (assumes penalty free surrender is available)
$7,500	excess partial surrender (amount subject to surrender charge)
$-100	excess interest adjustment (assumes interest rates have increased since initial guarantee)
$456	surrender charge on (excess partial surrender less excess interest adjustment) = 0.06*[(7500 – ( – 100)]
$8,056	reduction in account value due to excess partial surrender = 7500 – ( – 100) + 456 = 7500 + 100 + 456
$15,556	Total Gross Partial Surrender = 7,500 + 8,056
$15,556	adjusted partial surrender = 15,556 * (75,000/75,000)
$34,444	New guaranteed minimum death benefit (after surrender) = 50,000 – 15,556
$59,444	New account value (after surrender) = 75,000 – 15,556

Summary:
Reduction in guaranteed minimum death benefit	=$15,556
Reduction in account value	=$15,556

Note, the guaranteed minimum death benefit and account value are reduced by the same amount since the account value was higher than the guaranteed minimum death benefit just prior to the surrender.

Due proof of death of the annuitant is proof that the annuitant died prior to the commencement of annuity payments. A certified copy of a death certificate, a certified copy of a decree of a court of competent jurisdiction as to the finding of death, a written statement by the attending physician, or any other proof satisfactory to Transamerica will constitute due proof of death.

Upon receipt of this proof and an election of a method of settlement and return of the contract, the death benefit generally will be paid within seven days, or as soon thereafter as Transamerica has sufficient information about the beneficiary to make the payment. The beneficiary may receive the amount payable in a lump sum cash benefit, or, subject to any limitation under any state or federal law, rule, or regulation, under one of the annuity payment options described above, unless a settlement agreement is effective at the death of the owner preventing such election.

Distribution Requirements. If the annuitant dies prior to the annuity date, the death benefit must (1) be distributed within five years of the date of the deceased’s death, or (2) payments under an annuity payment option must begin no later than one year after the deceased owner’s death and must be made for the beneficiary’s lifetime or for a period certain (so long as any period certain does not exceed the beneficiary’s life expectancy). Death proceeds, which are not paid to or for the benefit of a natural person, must be distributed within five years of the date of the deceased’s death. If the sole beneficiary is the deceased’s surviving spouse, however, such spouse may elect to continue the contract as the new annuitant and owner instead of receiving the death benefit.

If an owner is not an annuitant, and dies prior to the annuity date, the new owner may surrender the contract at

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any time for the amount of the adjusted account value. If the new owner is not the deceased owner’s spouse, however, the adjusted account value must be distributed: (1) within five years after the date of the deceased owner’s death, or (2)

payments under an annuity payment option must begin no later than one year after the deceased owner’s death and must be made for the new owner’s lifetime or for a period certain (so long as any period certain does not exceed the new owner’s life expectancy). If the sole new owner is the deceased owner’s surviving spouse, such spouse may elect to continue the contract as the new owner instead of receiving the death benefit.

Beneficiary. The beneficiary designation in the enrollment form will remain in effect until changed. The owner may change the designated beneficiary by sending written notice to Transamerica. The beneficiary’s consent to such change is not required unless the beneficiary was irrevocably designated or law requires consent. (If an irrevocable beneficiary dies, the owner may then designate a new beneficiary.) The change will take effect as of the date the owner signs the written notice, whether or not the owner is living when the notice is received by Transamerica. Transamerica will not be liable for any payment made before the written notice is received. If more than one beneficiary is designated, and the owner fails to specify their interests, they will share equally. If upon the death of the annuitant there is a surviving owner(s), the surviving owner(s) automatically takes the place of any beneficiary designations.

Death of Owner

Federal tax law requires that if any owner (including any joint owner or any successor owner who has become a current owner) dies before the annuity date, then the entire value of the contract must generally be distributed within five years of the date of death of such owner. Certain rules apply where (1) the spouse of the deceased owner is the sole beneficiary, (2) the owner is not a natural person and the primary annuitant dies or is changed, or (3) any owner dies after the annuity date. See “Certain Federal Income Tax Consequences” for more information about these rules. Other rules may apply to qualified contracts.

Assignment

During the lifetime of the annuitant you may assign any rights or benefits provided by the contract if your contract is a nonqualified contract. An assignment will not be binding on Transamerica until a copy has been filed at its administrative and service office. Your rights and benefits and those of the beneficiary are subject to the rights of the assignee. Transamerica assumes no responsibility for the validity or effect of any assignment. Any claim made under an assignment shall be subject to proof of interest and the extent of the assignment. An assignment may have tax consequences.

Unless you so direct by filing written notice with Transamerica, no beneficiary may assign any payments under the contract before they are due. To the extent permitted by law, no payments will be subject to the claims of any beneficiary’s creditors.

Ownership under qualified contracts is restricted to comply with the Code.

Evidence of Survival

Transamerica reserves the right to require satisfactory evidence that a person is alive if a payment is based on that person being alive. No payment will be made until Transamerica receives such evidence.

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Non-Participating

The contract will not share in Transamerica’s surplus earnings; no dividends will be paid.

Amendments

No change in the contract is valid unless made in writing by Transamerica and approved by one of Transamerica’s officers. No registered representative has authority to change or waive any provision of the contract.

Transamerica reserves the right to amend the contracts to meet the requirements of the Code, regulations or published rulings. You can refuse such a change by giving written notice, but a refusal may result in adverse tax consequences.

Employee and Agent Purchases

The contract may be acquired by an employee or registered representative of any broker/dealer authorized to sell the contract or their immediate family, or by an officer, director, trustee or bona-fide full-time employee of Transamerica or its affiliated companies or their immediate family. In such a case, Transamerica may credit an amount equal to a percentage of each purchase payment to the contract due to lower acquisition costs Transamerica experiences on those purchases. The credit will be reported to the Internal Revenue Service as taxable income to the employee or registered representative. Transamerica may offer certain employer sponsored savings plans, in its discretion reduced fees and charges including, but not limited to, the annual service charge, the surrender charges, the mortality and expense risk fee and the administrative charge for certain sales under circumstances which may result in savings of certain costs and expenses. In addition, there may be other circumstances of which Transamerica is not presently aware which could result in reduced sales or distribution expenses. Credits to the contract or reductions in these fees and charges will not be unfairly discriminatory against any owner.

Present Value of Future Variable Payments

The present value of future variable payments is calculated by taking (a) the supportable payment on the business day we receive the surrender request, times (b) the number of payments remaining, discounted using a rate equal to the AIR.

Stabilized Payments

If you have selected a payout feature that provides for stabilized payments, please note that the stabilized payments remain constant throughout each year and are adjusted on your contract anniversary. Without stabilized payments, each payment throughout the year would fluctuate based on the performance of your selected subaccounts. To reflect the difference in these payments we adjust (both increase and decrease as appropriate) the number of variable annuity units. The units are adjusted when we calculate the supportable payment. Supportable payments are used in the calculation of surrender values, death benefits and transfers. On your contract anniversary we set the new stabilized payment equal to the current supportable payment. In the case of an increase in the number of variable annuity units, your participation in the future investment

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performance will be increased since more variable annuity units are credited to you. Conversely, in the case of a reduction of the number of variable annuity units, your participation in the future investment performance will be decreased since fewer variable annuity units are credited to you.

The following table demonstrates, on a purely hypothetical basis, the changes in the number of variable annuity units. The changes in the variable annuity unit values reflect the investment performance of the applicable subaccounts as well as the separate account charge.

Hypothetical Changes in Variable Annuity Units with Stabilized Payments

AIR			5.00%
Life & 10 Year Certain
Male aged 65
First Variable Payment			$500
		Beginning Annuity Units	Annuity Unit Values	Monthly Payment Without Stabilization		Monthly Stabilized Payment		Adjustments in Annuity Units		Cumulative Adjusted Annuity Units
At Issue:	January 1	400.0000	1.250000	$	500.00	$	500.00	0.0000		400.0000
	February 1	400.0000	1.252005	$	500.80	$	500.00	0.0041		400.0041
	March 1	400.0000	1.252915	$	501.17	$	500.00	0.0059		400.0100
	April 1	400.0000	1.245595	$	498.24	$	500.00	(0.0089	)	400.0011
	May 1	400.0000	1.244616	$	497.85	$	500.00	(0.0108	)	399.9903
	June 1	400.0000	1.239469	$	495.79	$	500.00	(0.0212	)	399.9691
	July 1	400.0000	1.244217	$	497.69	$	500.00	(0.0115	)	399.9576
	August 1	400.0000	1.237483	$	494.99	$	500.00	(0.0249	)	399.9327
	September 1	400.0000	1.242382	$	496.95	$	500.00	(0.0150	)	399.9177
	October 1	400.0000	1.242382	$	496.95	$	500.00	(0.0149	)	399.9027
	November 1	400.0000	1.249210	$	499.68	$	500.00	(0.0016	)	399.9012
	December 1	400.0000	1.252106	$	500.84	$	500.00	0.0040		399.9052
	January 1	399.9052	1.255106	$	501.92	$	501.92	0.0000		399.9052

Expenses included in the calculations are 1.10% mortality and expense risk fee, 0.15% administrative expenses, 0.00% rider charge, and 1.00% portfolio expenses (1.00% is a hypothetical figure). If higher expenses were charged, the numbers would be lower.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary does not constitute tax advice. It is a general discussion of certain of the expected federal income tax consequences of investment in and distributions with respect to a contract, based on the Code, as amended, proposed and final Treasury Regulations thereunder, judicial authority, and current administrative rulings and practice. This summary discusses only certain federal income tax consequences to “United States Persons,” and does not discuss state, local, or foreign tax consequences. United States Persons means citizens or residents of the United States, domestic corporations, domestic partnerships and trusts or estates that are subject to United States federal income tax regardless of the source of their income.

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Tax Status of the Contract

The following discussion is based on the assumption that the contract qualifies as an annuity contract for federal income tax purposes.

Diversification Requirements. Section 817(h) of the Code provides that in order for a variable contract which is based on a segregated asset account to qualify as an annuity contract under the Code, the investments made by such account must be “adequately diversified” in accordance with Treasury regulations. The Treasury regulations issued under Section 817(h) (Treas. Reg. §1.817-5) apply a diversification requirement to each of the subaccounts. The variable account, through its underlying fund portfolios, intends to comply with the diversification requirements of the Treasury. Transamerica has entered into agreements with each underlying fund portfolio company which requires the portfolios to be operated in compliance with the Treasury regulations.

Owner Control. In certain circumstances, owners of variable annuity contracts may be considered the owners, for federal income tax purposes, of the assets of the variable account used to support their contracts. In those circumstances, income and gains from the variable account assets would be includable in the variable annuity contract owner’s gross income. Several years ago, the IRS stated in published rulings that a variable annuity contract owner will be considered the owner of variable account assets if the contract owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. More recently, the Treasury Department announced in connection with the issuance of regulations concerning investment diversification, that those regulations “do not provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor (i.e., you), rather than the insurance company, to be treated as the owner of the assets in the account.” This announcement also stated that guidance would be issued by way of regulations or rulings on the “extent to which contractholders may direct their investments to particular subaccounts without being treated as owners of the underlying assets.”

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

Distribution Requirements. The Code requires that nonqualified contracts contain specific provisions for distribution of contract proceeds upon the death of any owner. In order to be treated as an annuity contract for federal income tax purposes, the Code requires that such contracts provide that if any owner dies on or after the annuity date and before the entire interest in the contract has been distributed, the remaining portion must be distributed at least as rapidly as under the method in effect on such owner’s death. If any owner dies before the annuity date, the entire interest in the contract must generally be distributed within 5 years after such owner’s date of death or be used to purchase an immediate annuity under which payments will begin within one year of such owner’s death and will be made for the life of the beneficiary or for a period not extending beyond the life expectancy of the “designated beneficiary” as defined in section 72(s) of the Code. However, if upon such owner’s death prior to the annuity date, such owner’s surviving spouse becomes the sole new owner under the contract, then the contract may be continued with the surviving spouse as the new owner. Under the ccertificate, the beneficiary is the designated beneficiary of an owner/annuitant and the successor owner is the

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designated beneficiary of an owner who is not the annuitant. If any owner is not a natural person, then for purposes of these distribution requirements, the primary annuitant shall be treated as an owner and any death or change of such primary annuitant shall be treated as the death of an owner. The nonqualified certificates contain provisions intended to comply with these requirements of the Code. No regulations interpreting these requirements of the Code have yet been issued and thus no assurance can be given that the provisions contained in the certificates satisfy all such Code requirements. The provisions contained in the certificates will be reviewed and modified if necessary to assure that they comply with the Code requirements when clarified by regulation or otherwise.

Withholding. The portion of any distribution under a contract that is includable in gross income will be subject to federal income tax withholding unless the recipient of such distribution elects not to have federal income tax withheld. Election forms will be provided at the time distributions are requested or made. The withholding rate varies according to the type of distribution and the owner’s tax status. For qualified contracts, “eligible rollover distributions” from Section 401(a) plans, Section 403(a) annuities, and Section 403(b) tax-sheltered annuities are subject to a mandatory federal income tax withholding of 20%. An eligible rollover distribution is the taxable portion of any distribution from such a plan, except certain distributions such as distributions required by the Code, distributions in a specified annuity form or hardship distributions. The 20% withholding does not apply, however, if the owner chooses a “direct rollover” from the plan to another tax-qualified plan or IRA. Different withholding requirements may apply in the case of non-United States persons.

Qualified Contracts. The qualified contract is designed for use with several types of tax-qualified retirement plans. The tax rules applicable to participants and beneficiaries in tax-qualified retirement plans vary according to the type of plan and the terms and conditions of the plan. Special favorable tax treatment may be available for certain types of contributions and distributions. Adverse tax consequences may result from contributions in excess of specified limits; distributions prior to age 59½ (subject to certain exceptions); distributions that do not conform to specified commencement and minimum distribution rules; and in other specified circumstances. Some retirement plans are subject to distribution and other requirements that are not incorporated into the contracts or our contract administration procedures. Owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the contracts comply with applicable law.

For qualified plans under Section 401(a), 403(a), 403(b), and 457, the Code requires that distributions generally must commence no later than the later of April 1 of the calendar year following the calendar year in which the owner (or plan participant) (i) reaches age 70 ¹/2 or (ii) retires, and must be made in a specified form or manner. If the plan participant is a “5 percent owner” (as defined in the Code), distributions generally must begin no later than April 1 of the calendar year in which the owner (or plan participant) reaches age 70 ¹/2. Each owner is responsible for requesting distributions under the contract that satisfy applicable tax rules.

Transamerica makes no attempt to provide more than general information about use of the contract with the various types of retirement plans. Purchasers of contracts for use with any retirement plan should consult their legal counsel and tax adviser regarding the suitability of the contract.

Individual Retirement Annuities. In order to qualify as a traditional individual retirement annuity under Section 408(b) of the Code, a contract must contain certain provisions: (i) the owner must be the annuitant; (ii) the contract generally is not transferable by the owner, e.g., the owner may not designate a new owner, designate a contingent owner or assign the contract as collateral security; (iii) the total purchase payments for any calendar

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year may not exceed $2,000, except in the case of a rollover amount or contribution under Section 402(c), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code; (iv) annuity payments or surrenders must begin no later than April 1 of the calendar year following the calendar year in which the annuitant attains age 70 ¹/2; (v) an annuity payment option with a period certain that will guarantee annuity payments beyond the life expectancy of the annuitant and the beneficiary may not be selected; (vi) certain payments of death benefits must be made in the event the annuitant dies prior to the distribution of the account value; and (vii) the entire interest of the owner is nonforfeitable. Contracts intended to qualify as traditional individual retirement annuities under Section 408(b) of the Code contain such provisions. Amounts in the IRA (other than nondeductible contributions) are taxed when distributed from the IRA. Distributions prior to age 59 ¹/2 (unless certain exceptions apply) are subject to a 10% penalty tax.

No part of the funds for an individual retirement account (including a Roth IRA) or annuity should be invested in a life insurance contract, but the regulations thereunder allow such funds to be invested in an annuity contract that provides a death benefit that equals the greater of the premiums paid or the cash value for the contract. The contract provides an enhanced death benefit that could exceed the amount of such a permissible death benefit, but it is unclear to what extent such an enhanced death benefit could disqualify the contract as an IRA. The Internal Revenue Service has not reviewed the contract for qualification as an IRA, and has not addressed in a ruling of general applicability whether an enhanced death benefit provision, such as the provision in the contract, comports with IRA qualification requirements.

Roth Individual Retirement Annuities (Roth IRA). The Roth IRA, under Section 408A of the Code, contains many of the same provisions as a traditional IRA. However, there are some differences. First, the contributions are not deductible and must be made in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject to tax and other special rules may apply to the rollover or conversion and to distributions attributable thereto. You should consult a tax adviser before combining any converted amounts with any other Roth IRA contributions, including any other conversion amounts from other tax years. The Roth IRA is available to individuals with earned income and whose modified adjusted gross income is under $110,000 for single filers, $160,000 for married filing jointly, and $110,000 for married filing separately. The amount per individual that may be contributed to all IRAs (Roth and traditional) is $2,000. Secondly, the distributions are taxed differently. The Roth IRA offers tax-free distributions when made 5 tax years after the first contribution to any Roth IRA of the individual and made after attaining age 59 ¹/2, to pay for qualified first time homebuyer expenses (lifetime maximum of $10,000), or due to death or disability. All other distributions are subject to income tax when made from earnings and may be subject to a premature surrender penalty tax unless an exception applies. Unlike the traditional IRA, there are no minimum required distributions during the owner’s lifetime; however, required distributions at death are generally the same.

Section 403(b) Plans. Under Section 403(b) of the Code, payments made by public school systems and certain tax exempt organizations to purchase contracts for their employees are excludable from the gross income of the employee, subject to certain limitations. However, such payments may be subject to FICA (Social Security) taxes. The contract includes a death benefit that in some cases may exceed the greater of the purchase payments or the account value. The death benefit could be characterized as an incidental benefit, the amount of which is limited in any tax-sheltered annuity under Section 403(b). Because the death benefit may exceed this limitation, employers using the contract in connection with such plans should consult their tax adviser. Additionally, in accordance with the requirements of the Code, Section 403(b) annuities generally may not permit distribution of (i) elective contributions made in years beginning after December 31, 1988, and (ii) earnings on those contributions and (iii) earnings on amounts attributed to elective contributions held as of the end of the last year

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beginning before January 1, 1989. Distributions of such amounts will be allowed only upon the death of the employee, on or after attainment of age 59 ^1/2, separation from service, disability, or financial hardship, except that income attributable to elective contributions may not be distributed in the case of hardship.

Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections 401(a) and 403(a) of the Code permit corporate employers to establish various types of retirement plans for employees and self-employed individuals to establish qualified plans for themselves and their employees. Such retirement plans may permit the purchase of the contracts to accumulate retirement savings. Adverse tax consequences to the plan, the participant or both may result if the contract is assigned or transferred to any individual as a means to provide benefit payments. The contract includes a death benefit that in some cases may exceed the greater of the purchase payments or the account value. The death benefit could be characterized as an incidental benefit, the amount of which is limited in a pension or profit sharing plan. Because the death benefit may exceed this limitation, employers using the contract in connection with such plans should consult their tax adviser.

Deferred Compensation Plans. Section 457 of the Code, while not actually providing for a qualified plan as that term is normally used, provides for certain deferred compensation plans with respect to service for state governments, local governments, political sub-divisions, agencies, instrumentalities and certain affiliates of such entities, and tax exempt organizations. The contracts can be used with such plans. Under such plans a participant may specify the form of investment in which his or her participation will be made. For non-governmental Section 457 plans, all such investments, however, are owned by, and are subject to, the claims of the general creditors of the sponsoring employer. Depending on the terms of the particular plan, a non-government employer may be entitled to draw on deferred amounts for purposes unrelated to its Section 457 plan obligations. In general, all amounts received under a Section 457 plan are taxable and are subject to federal income tax withholding as wages.

Non-natural Persons. Pursuant to Section 72(u) of the Code, an annuity contract held by a taxpayer other than a natural person generally will not be treated as an annuity contract under the Code; accordingly, an owner who is not a natural person will recognize as ordinary income for a taxable year the excess of (i) the sum of the account value as of the close of the taxable year and all previous distributions under the contract over (ii) the sum of the purchase payments paid for the taxable year and any prior taxable year and the amounts includable in gross income for any prior taxable year with respect to the contract. For these purposes, the account value at year-end may have to be increased by any positive excess interest adjustment, which could result from a full surrender at such time. There is, however, no definitive guidance on the proper tax treatment of excess interest adjustments, and the owner should contact a competent tax adviser with respect to the potential tax consequences of an excess interest adjustment. Notwithstanding the preceding sentences in this paragraph, Section 72(u) of the Code does not apply to (i) a contract where the nominal owner is not a natural person but the beneficial owner of which is a natural person, (ii) a contract acquired by the estate of a decedent by reason of such decedent’s death, (iii) a qualified contract (other than one qualified under Section 457) or (iv) a single-payment annuity where the annuity date is no later than one year from the date of the single purchase payment; instead, such contracts are taxed as described above under the heading “Taxation of Annuities.”

Taxation of Transamerica

Transamerica at present is taxed as a life insurance company under part I of Subchapter L of the Code. The variable account is treated as part of Transamerica and, accordingly, will not be taxed separately as a “regulated investment company” under Subchapter M of the Code. Transamerica does not expect to incur any federal

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income tax liability with respect to investment income and net capital gains arising from the activities of the variable account retained as part of the reserves under the contract. Based on this expectation, it is anticipated that no charges will be made against the variable account for federal income taxes. If, in future years, any federal income taxes are incurred by Transamerica with respect to the variable account, Transamerica may make a charge to that account.

INVESTMENT EXPERIENCE

A “net investment factor” is used to determine the value of variable accumulation units and variable annuity units, and to determine annuity payment rates.

Variable Accumulation Units

Allocations of a purchase payment directed to a subaccount are credited in the form of variable accumulation units. Each subaccount has a distinct variable accumulation unit value. The number of units credited is determined by dividing the purchase payment or amount transferred to the subaccount by the variable accumulation unit value of the subaccount as of the end of the valuation period during which the allocation is made. For each subaccount, the variable accumulation unit value for a given business day is based on the net asset value of a share of the corresponding portfolio of the underlying fund portfolios less any applicable charges or fees. The investment performance of the portfolios, expenses, and deductions of certain charges affect the value of a variable accumulation unit.

Upon allocation to the selected subaccount, purchase payments are converted into variable accumulation units of the subaccount. The number of variable accumulation units to be credited is determined by dividing the dollar amount allocated to each subaccount by the value of a variable accumulation unit for that subaccount as next determined after the purchase payment is received at the administrative and service office or, in the case of the initial purchase payment, when the enrollment form is completed, whichever is later. The value of a variable accumulation unit for each subaccount was arbitrarily established at $1 at the inception of each subaccount. Thereafter, the value of a variable accumulation unit is determined as of the close of trading on each day the New York Stock Exchange is open for business.

An index (the “net investment factor”) which measures the investment performance of a subaccount during a valuation period, is used to determine the value of a variable accumulation unit for the next subsequent valuation period. The net investment factor may be greater or less than or equal to one; therefore, the value of a variable accumulation unit may increase, decrease, or remain the same from one valuation period to the next. You bear this investment risk. The net investment performance of a subaccount and deduction of certain charges affect the variable accumulation unit value.

The net investment factor for any subaccount for any valuation period is determined by dividing (a) by (b) and subtracting (c) from the result, where:

(a) is the net result of:

(1) the net asset value per share of the shares held in the subaccount determined at the end of the current valuation period, plus

(2) the per share amount of any dividend or capital gain distribution made with respect to the shares held in the subaccount if the ex-dividend date occurs during the current valuation period, plus or

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minus

(3) a per share credit or charge for any taxes determined by Transamerica to have resulted during the valuation period from the investment operations of the subaccount;

(b) is the net asset value per share of the shares held in the subaccount determined as of the end of the immediately preceding valuation period; and

(c) is an amount representing the variable account charge and any optional benefit fees, if applicable.

Illustration of Variable Account Variable Accumulation Unit Value Calculations

(Assumes Double Enhanced Death Benefit)

Formula and Illustration for Determining the Net Investment Factor

Net Investment Factor = (A + B—C)—E

                                              D

Where:	A =	The net asset value of an underlying fund portfolio share as of the end of the current valuation period.
		Assume	A = $11.57
	B =	The per share amount of any dividend or capital gains distribution since the end of the immediately preceding valuation period.
		Assume	B = 0
	C =	The per share charge or credit for any taxes reserved for at the end of the current valuation period.
		Assume	C = 0
	D =	The net asset value of an underlying fund portfolio share at the end of the immediately preceding valuation period.
		Assume	D = $11.40
	E =	The daily deduction for the mortality and expense risk fee and the administrative charge, and any optional benefit fees. Assume E totals 1.45% on an annual basis;
		On a daily basis, this equals	.000039442.

Then, the net investment factor = (11.57 + 0—0)—.000039442 = Z = 1.014872839

                                                     (11.40)

Formula and Illustration for Determining Variable Accumulation Unit Value

Variable Accumulation Unit Value = A * B

Where:	A=	The variable accumulation unit value for the immediately preceding valuation period.
		Assume	= $X
	B =	The net investment factor for the current valuation period.
		Assume	= Y

Then, the variable accumulation unit value = $X * Y = $Z

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Variable Annuity Unit Value and Annuity Payment Rates

The amount of variable annuity payments will vary with variable annuity unit values. Annuity unit values rise if the net investment performance of the subaccount exceeds the assumed investment return of 5% annually. Conversely, variable annuity unit values fall if the net investment performance of the subaccount is less than the assumed investment return. The value of a variable annuity unit in each subaccount was established at $1 on the date operations began for that subaccount. The value of a variable annuity unit on any subsequent business day is equal to (a) multiplied by (b) multiplied by (c), where:

(a) is the variable annuity unit value for the subaccount on the immediately preceding business day;

(b) is the net investment factor for that subaccount for the valuation period; and

(c) is the investment result adjustment factor for the valuation period.

The investment result adjustment factor for the valuation period is the product of discount factors of .99986634 per day to recognize the 5% effective assumed investment return. The valuation period is the period from the close of the immediately preceding business day to the close of the current business day.

The net investment factor for the certificate used to calculate the value of a variable annuity unit in each subaccount for the valuation period is determined by dividing (i) by (ii) and subtracting (iii) from the result, where:

(i) is the result of:

(1) the net asset value of a fund share held in that subaccount determined at the end of the current valuation period; plus

(2) the per share amount of any dividend or capital gain distributions made by the fund for shares held in that subaccount if the ex-dividend date occurs during the valuation period; plus or minus

(3) a per share charge or credit for any taxes reserved for, which Transamerica determines to have resulted from the investment operations of the subaccount.

(ii) is the net asset value of a fund share held in that subaccount determined as of the end of the immediately preceding valuation period.

(iii) is a factor representing the mortality and expense risk fee and administrative charge. This factor is equal, on an annual basis, to 1.25% of the daily net asset value of a fund share held in that subaccount. (For calculating Initial Payment Guarantee annuity payments, the factor is 1.25% higher).

The dollar amount of subsequent variable annuity payments will depend upon changes in applicable variable annuity unit values.

The annuity payment rates vary according to the annuity option elected and the sex and adjusted age of the annuitant at the annuity date. The contract also contains a table for determining the adjusted age of the annuitant.

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Illustration of Calculations for Variable Annuity Unit Value

and Variable Annuity Payments

Formula and Illustration for Determining Variable Annuity Unit Value

Variable Annuity Unit Value = A * B * C

Where: A =	variable annuity unit value for the immediately preceding valuation period.
	Assume	= $X
B =	Net investment factor for the valuation period for which the variable annuity unit value is being calculated.
	Assume	= Y
C =	A factor to neutralize the assumed investment return of 5% built into the Annuity Tables used.
	Assume	= Z

Then, the variable annuity unit value is: $X * Y * Z = $Q

Formula and Illustration for Determining Amount of

First Monthly Variable Annuity Payment

First monthly variable annuity payment =	A * B
	$1,000

Where: A =	The adjusted account value as of the annuity date.
	Assume	= $X
B =	The Annuity purchase rate per $1,000 of adjusted account value based upon the option selected, the sex and adjusted age of the annuitant according to the tables contained in the contract.
	Assume	= $Y

Then, the first monthly variable annuity payment =	$X * $Y = $Z
	1,000

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Formula and Illustration for Determining the Number of Variable Annuity Units

Represented by Each Monthly Variable Annuity Payment

Number of variable annuity units =	A
	B

Where: A =	The dollar amount of the first monthly variable annuity payment.
	Assume	= $X
B =	The variable annuity unit value for the valuation date on which the first monthly payment is due.
	Assume	= $Y

Then, the number of variable annuity units =	$X = Z
	$Y

TAX RELIEF RIDER—ADDITIONAL INFORMATION

The following examples illustrate the Tax Relief Rider additional death benefit payable by this rider as well as the effect of a partial surrender on the additional death benefit amount.

Example 1

Account Value on the Rider Date:	$	100,000
Premiums paid after the Rider Date before Surrender:	$	25,000
Gross Partial Surrenders after the Rider Date:	$	30,000
Account Value on date of Surrender	$	150,000
Rider Earnings on Date of Surrender (Account Value – Account Value on Rider Date – Premiums paid after Rider Date = $150,000—$100,000—$25,000):	$	25,000
Amount of Surrender that exceeds Rider Earnings ($30,000—$25,000):	$	5,000
Base Contract Death Benefit on the date of Death Benefit Calculation:	$	200,000
Account Value on the date of Death Benefit Calculations	$	175,000
Rider Earnings (= Account Value – account value on Rider Date – Premiums since Rider Date + Surrenders since Rider Date that exceeded Rider Earnings at time of Surrender = $175,000—$100,000—$25,000 + $5,000):	$	55,000
Additional Death Benefit Amount (= Additional Death Benefit Factor * Rider Earnings = 40%* $55,000):	$	22,000
Total Death Benefit paid (=Base policy death benefit plus Additional Death Benefit Amount):	$	222,000

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Example 2

Account Value on the Rider Date:	$	100,000
Premiums paid after the Rider Date before Surrender:	$	0
Gross Partial Surrenders after the Rider Date:	$	0
Base Contract Death Benefit on the date of Death Benefit Calculation:	$	100,000
Account Value on the date of Death Benefit Calculations	$	175,000
Rider Earnings (= Account Value—account value on Rider Date—Premiums since Rider Date + Surrenders since Rider Date that exceeded Rider Earnings at time of Surrender = $75,000—$100,000—$0 + $0):	$	0
Additional Death Benefit Amount (= Additional Death Benefit Factor * Rider Earnings = 40%* $0):	$	0
Total Death Benefit paid (=Base contract death benefit plus Additional Death Benefit Amount):	$	100,000

TAX RELIEF PLUS RIDER—ADDITIONAL INFORMATION

Assume the Tax Relief Plus Rider is added to a new contract opened with $100,000 initial premium. The client is less than age 70 on the Rider Date. On the first and second Rider Anniversaries, the Account Value is $110,000 and $95,000 respectively when the Rider Fees are deducted. The client adds $25,000 premium in the 3^rd Rider Year when the Account Value is equal to $115,000 and then takes a withdrawal of $35,000 during the 4^th Rider Year when the Account Value is equal to $145,000. After 5 years, the Account Value is equal to $130,000.

EXAMPLE

Account Value on Rider Date (equals initial account value since new contract)	$	100,000
Additional Death Benefit during first Rider Year	$	0
Rider Fee on first Rider Anniversary (= Rider Fee * Account Value = 0.55% * $110,000)	$	605
Additional Death Benefit during 2nd Rider Year (= sum of total Rider Fees paid)	$	605
Rider Fee on second Rider Anniversary (= Rider Fee * Account Value = 0.55% * $95,000)	$	522.50
Additional Death Benefit during 3rd Rider Year (= sum of total Rider Fees paid = $605 + $522.50)	$	1,127.50
Rider Benefit Base in 3rd Rider Year prior to Premium addition (= Account Value less premiums added since Rider Date = $115,000—$0)	$	115,000
Rider Benefit Base in 3rd Rider Year after Premium addition (= $145,000—$25,000)	$	115,000
Rider Benefit Base in 4th Rider Year prior to withdrawal (= Account Value less premiums added since Rider Date = $145,000—$25,000)	$	120,000
Rider Benefit Base in 4th Rider Year after withdrawal (Account Value less premiums added since Rider Date =$110,000—$25,000)	$	85,000
Rider Benefit Base (= $130,000—$25,000)	$	105,000
Additional Death Benefit = Rider Benefit Percentage * Rider Benefit Base = 30% * $105,000	$	31,500
Total Death Proceeds (= base contract Death Proceeds + Additional Death Benefit Amount = $130,000 + $31,500)	$	161,500

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HISTORICAL PERFORMANCE DATA

Money Market Yields

Transamerica may from time to time disclose the current annualized yield of the Money Market Subaccount, which invests in the Money Market Portfolio, for a 7-day period in a manner which does not take into consideration any realized or unrealized gains or losses on shares of the Money Market Portfolio or on its portfolio securities. This current annualized yield is computed by determining the net change (exclusive of realized gains and losses on the sale of securities and unrealized appreciation and depreciation and income other than investment income) at the end of the 7-day period in the value of a hypothetical account having a balance of 1 unit of the Money Market Subaccount at the beginning of the 7-day period, dividing such net change in account value by the value of the account at the beginning of the period to determine the base period return, and annualizing this quotient on a 365-day basis. The net change in account value reflects (i) net income from the portfolio attributable to the hypothetical account; and (ii) charges and deductions imposed under a contract that are attributable to the hypothetical account. The charges and deductions include the per unit charges for the hypothetical account for (i) the administrative charges and (ii) the mortality and expense risk fee. Current yield will be calculated according to the following formula:

Current Yield = ((NCS * ES)/UV) * (365/7)

Where:

NCS = The net change in the value of the portfolio (exclusive of realized gains and losses on the sale of securities and unrealized appreciation and depreciation and income other than investment income) for the 7-day period attributable to a hypothetical account having a balance of 1 subaccount unit.

ES = Per unit expenses of the subaccount for the 7-day period.

UV = The unit value on the first day of the 7-day period.

Because of the charges and deductions imposed under a contract, the yield for the Money Market Subaccount will be lower than the yield for the Money Market Portfolio. The yield calculations do not reflect the effect of any premium taxes or surrender charges that may be applicable to a particular contract. Surrender charges range from 7% to 0% of the amount of purchase payments surrendered based on the number of years since the purchase payment was made. However, surrender charges will not be assessed after the seventh policy year.

Transamerica may also disclose the effective yield of the Money Market Subaccount for the same 7-day period, determined on a compounded basis. The effective yield is calculated by compounding the base period return according to the following formula:

Effective Yield = (1 + ((NCS – ES)/UV))^365/7 – 1

Where:

NCS = The net change in the value of the portfolio (exclusive of realized gains and losses on the sale of securities and unrealized appreciation and depreciation and income other than investment income) for the 7-day period attributable to a hypothetical account having a balance of 1 subaccount unit.

ES = Per unit expenses of the subaccount for the 7-day period.

UV = The unit value on the first day of the 7-day period.

29

The yield on amounts held in the Money Market Subaccount normally will fluctuate on a daily basis. Therefore, the disclosed yield for any given past period is not an indication or representation of future yields or rates of return. The Money Market Subaccount’s actual yield is affected by changes in interest rates on money market securities, average portfolio maturity of the Money Market Portfolio, the types and quality of portfolio securities held by the Money Market Portfolio and its operating expenses. For the seven days ended December 31, 2002, the yield of the Money Market Subaccount was             %, and the effective yield was             % for the Double Enhanced Death Benefit with a total mortality and expense fee and administrative charge of 1.45%. For the seven days ended December 31, 2002, the yield of the Money Market Subaccount was             % and the effective yield was             % for the Return of Premium Death Benefit for the seven days ended December 31, 2002.

Other Subaccount Yields

Transamerica may from time to time advertise or disclose the current annualized yield of one or more of the subaccounts (except the Money Market Subaccount) for 30-day periods. The annualized yield of a subaccount refers to income generated by the subaccount over a specific 30-day period. Because the yield is annualized, the yield generated by a subaccount during the 30-day period is assumed to be generated each 30-day period over a 12-month period. The yield is computed by: (i) dividing the net investment income of the subaccount less subaccount expenses for the period, by (ii) the maximum offering price per unit on the last day of the period times the daily average number of units outstanding for the period, (iii) compounding that yield for a 6-month period, and (iv) multiplying that result by 2. Expenses attributable to the subaccount include (i) the administrative charges and (ii) the mortality and expense risk fee. The 30-day yield is calculated according to the following formula:

Yield = 2 * ((((NI – ES)/(U—UV)) + 1)⁶ –1)

Where:

NI	=	Net investment income of the subaccount for the 30-day period attributable to the subaccount’s unit.
ES	=	Expenses of the subaccount for the 30-day period.
U	=	The average number of units outstanding.
UV	=	The unit value at the close (highest) of the last day in the 30-day period.

Because of the charges and deductions imposed by the variable account, the yield for a subaccount will be lower than the yield for its corresponding portfolio. The yield calculations do not reflect the effect of any premium taxes or surrender charges that may be applicable to a particular contract.

The yield on amounts held in the subaccounts normally will fluctuate over time. Therefore, the disclosed yield for any given past period is not an indication or representation of future yields or rates of return. The types and quality of its investments and its operating expenses affect a subaccount’s actual yield.

Total Returns

Transamerica may from time to time also advertise or disclose total returns for one or more of the subaccounts for various periods of time. One of the periods of time will include the period measured from the date the subaccount commenced operations. When a subaccount has been in operation for 1, 5 and 10 years, respectively, the total return for these periods will be provided. Total returns for other periods of time may from time to

30

time also be disclosed. Total returns represent the average annual compounded rates of return that would equate an initial investment of $1,000 to the redemption value of that investment as of the last day of each of the periods. The ending date for each period for which total return quotations are provided will be for the most recent month end practicable, considering the type and media of the communication and will be stated in the communication.

Total returns will be calculated using subaccount unit values which Transamerica calculates on each business day based on the performance of the variable account’s underlying fund portfolio and the deductions for the mortality and expense risk fee and the administrative charges. Total return calculations will reflect the effect of surrender charges that may be applicable to a particular period. The total return will then be calculated according to the following formula:

P (1 + T)^N = ERV

Where:

T	= The average annual total return net of subaccount recurring charges.
ERV	= The ending redeemable value of the hypothetical account at the end of the period.
P	= A hypothetical initial payment of $1,000.
N	= The number of years in the period.

Other Performance Data

Transamerica may from time to time also disclose average annual total returns in a non-standard format in conjunction with the standard format described above. The non-standard format will be identical to the standard format except that the surrender charge percentage will be assumed to be 0%.

Transamerica may from time to time also disclose cumulative total returns in conjunction with the standard format described above. The cumulative returns will be calculated using the following formula assuming that the surrender charge percentage will be 0%.

CTR = (ERV / P)-1

Where:

CTR	= The cumulative total return net of subaccount recurring charges for the period.
ERV	= The ending redeemable value of the hypothetical investment at the end of the period.
P	= A hypothetical initial payment of $1,000.

All non-standard performance data will only be advertised if the standard performance data is also disclosed.

Adjusted Historical Performance Data

From time to time, sales literature or advertisements may quote average annual total returns for periods prior to the date a particular subaccount commenced operations. Such performance information for the subaccounts will be calculated based on the performance of the various portfolios and the assumption that the subaccounts were in existence for the same periods as those indicated for the portfolios, with the level of contract charges that are currently in effect.

31

PUBLISHED RATINGS

Transamerica may from time to time publish in advertisements, sales literature and reports to owners, the ratings and other information assigned to it by one or more independent rating organizations such as A.M. Best Company, Standard & Poor’s Insurance Ratings Services, Moody’s Investors Service and Fitch Financial Ratings. The purpose of the ratings is to reflect the financial strength of Transamerica. The ratings should not be considered as bearing on or investment performance of assets held in the variable account or of the safety or riskiness of an investment in the variable account. Each year the A.M. Best Company reviews the financial status of thousands of insurers, culminating in the assignment of Best’s Ratings. These ratings reflect their current opinion of the relative financial strength and operating performance of an insurance company in comparison to the norms of the life/health insurance industry. In addition, these ratings may be referred to in advertisements or sales literature or in reports to owners. These ratings are opinions of an operating insurance company’s financial capacity to meet the obligations of its insurance contracts in accordance with their terms.

STATE REGULATION OF TRANSAMERICA

Transamerica is subject to the laws of Iowa governing insurance companies and to regulation by the Iowa Division of Insurance. An annual statement in a prescribed form is filed with the Division of Insurance each year covering the operation of Transamerica for the preceding year and its financial condition as of the end of such year. Regulation by the Division of Insurance includes periodic examination to determine Transamerica’s contract liabilities and reserves so that the Division may determine the items are correct. Transamerica’s books and accounts are subject to review by the Division of Insurance at all times and a full examination of its operations is conducted periodically by the National Association of Insurance Commissioners. In addition, Transamerica is subject to regulation under the insurance laws of other jurisdictions in which it may operate.

ADMINISTRATION

Transamerica performs administrative services for the contracts. These services include issuance of the contracts, maintenance of records concerning the contracts, and certain valuation services.

RECORDS AND REPORTS

All records and accounts relating to the variable account will be maintained by Transamerica. As presently required by the 1940 Act, as amended, and regulations promulgated thereunder, Transamerica will mail to all owners at their last known address of record, at least annually, reports containing such information as may be required under that Act or by any other applicable law or regulation. Owners will also receive confirmation of each financial transaction and any other reports required by law or regulation. However, for certain routine transactions (for example, regular monthly premiums deducted from your checking account, or regular annuity payments Transamerica sends to you) you may only receive quarterly confirmations.

DISTRIBUTION OF THE CONTRACTS

The contracts are offered to the public through brokers licensed under the federal securities laws and state insurance laws. The offering of the contracts is continuous and Transamerica does not anticipate discontinuing the offering of the contracts, however, Transamerica reserves the right to do so.

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Prior to May 1, 2002, the co-principal underwriters of the contracts were Transamerica Securities Sales Corporation (“TSSC”) and Transamerica Financial Resources, Inc. (“TFR”). During fiscal years 2002, 2001, and 2000, $            , $15,913,242.07, and $40,610,303.06, respectively, in commissions was paid to TSSC and TFR as co-underwriters of the contracts; no amounts were retained by TSSC or TFR. As of May 1, 2002, AFSG Securities Corporation, an affiliate of Transamerica, is the principal underwriter of the contracts and may enter into agreements with broker-dealers for the distribution of the contracts. During fiscal year 2002, $            commissions was paid to AFSG Securities Corporation as underwriter of the contracts; no amounts were retained by AFSG Securities Corporation.

VOTING RIGHTS

To the extent required by law, Transamerica will vote the underlying fund portfolios’ shares held by the variable account at regular and special shareholder meetings of the underlying fund portfolios in accordance with instructions received from persons having voting interests in the portfolios, although none of the underlying fund portfolios hold regular annual shareholder meetings. If, however, the 1940 Act or any regulation thereunder should be amended or if the present interpretation thereof should change, and as a result Transamerica determines that it is permitted to vote the underlying fund portfolios shares in its own right, it may elect to do so.

Before the annuity date, you hold the voting interest in the selected portfolios. The number of votes that you have the right to instruct will be calculated separately for each subaccount. The number of votes that you have the right to instruct for a particular subaccount will be determined by dividing your account value in the subaccount by the net asset value per share of the corresponding portfolio in which the subaccount invests. Fractional shares will be counted.

After the annuity date, the person receiving annuity payments has the voting interest, and the number of votes decreases as annuity payments are made and as the reserves for the contract decrease. The person’s number of votes will be determined by dividing the reserve for the contract allocated to the applicable subaccount by the net asset value per share of the corresponding portfolio. Fractional shares will be counted.

The number of votes that you or the person receiving income payments has the right to instruct will be determined as of the date established by the underlying fund portfolio for determining shareholders eligible to vote at the meeting of the underlying fund portfolio. Transamerica will solicit voting instructions by sending you, or other persons entitled to vote, written requests for instructions prior to that meeting in accordance with procedures established by the underlying fund portfolio. Portfolio shares as to which no timely instructions are received and shares held by Transamerica in which you, or other persons entitled to vote, have no beneficial interest will be voted in proportion to the voting instructions that are received with respect to all contracts participating in the same subaccount.

Each person having a voting interest in a subaccount will receive proxy material, reports, and other materials relating to the appropriate portfolio.

OTHER PRODUCTS

Transamerica makes other variable annuity contracts available that may also be funded through the variable

33

account. These variable annuity contracts may have different features, such as different investment options or charges.

CUSTODY OF ASSETS

Transamerica holds assets of each of the subaccounts. The assets of each of the subaccounts are segregated and held separate and apart from the assets of the other subaccounts and from Transamerica’s general account assets. Transamerica maintains records of all purchases and redemptions of shares of the underlying fund portfolios held by each of the subaccounts. Additional protection for the assets of the variable account is afforded by Transamerica’s fidelity bond, presently in the amount of $5,000,000, covering the acts of officers and employees of Transamerica.

LEGAL MATTERS

Sutherland Asbill & Brennan LLP, of Washington D.C. has provided legal advice to Transamerica relating to certain matters under the federal securities laws applicable to the issue and sale of the contracts.

INDEPENDENT AUDITORS

The statutory-basis financial statements and schedules of Transamerica Occidental Life Insurance Company as of December 31, 2002 and 2000, and for each of the three years in the period ended December 31, 2002, and the financial statements of certain subaccounts of Separate Account VA-2L, which are available for investment by the Dreyfus/Transamerica Triple Advantage^® Variable Annuity contract owners as of December 31, 2002, and for the periods indicated thereon, included in this Statement of Additional Information have been audited by Ernst & Young LLP, Independent Auditors, 801 Grand Avenue, Suite 3400, Des Moines, Iowa 50309.

OTHER INFORMATION

A registration statement has been filed with the SEC, under the Securities Act of 1933 as amended, with respect to the contracts discussed in this SAI. Not all of the information set forth in the registration statement, amendments and exhibits thereto has been included in the prospectus or this SAI. Statements contained in the prospectus and this SAI concerning the content of the contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC.

FINANCIAL STATEMENTS

The values of your interest in the variable account will be affected solely by the investment results of the selected subaccount(s). Financial statements of certain subaccounts of Separate Account VA-2L, which are available for investment by the Dreyfus/Transamerica Triple Advantage^® Variable Annuity contract owners, are contained herein. The statutory-basis financial statements of Transamerica Occidental Life Insurance Company, which are included in this SAI, should be considered only as bearing on the ability of Transamerica to meet its obligations under the contracts. They should not be considered as bearing on the investment performance of the assets held in the variable account.

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PART C

OTHER INFORMATION

Item 24.    Financial Statements and Exhibits

(a) Financial Statements

All required financial statements are included in Parts A and B of this Registration Statement.

(b) Exhibits

(1)		Resolution of the Board of Directors of Transamerica Occidental Life Insurance Company (“Transamerica”) authorizing establishment of the Variable Account. (1)
(2)		Not Applicable
(3)	(a)	Master Agreement among Transamerica Occidental Life Insurance Company, First Transamerica Life Insurance, Transamerica Financial Resources, Inc., Dreyfus Service Corporation, and Dreyfus Service Organization, Inc. (4)
	(b)	Principal Agency Agreement between Transamerica Occidental Life Insurance Company and Dreyfus Service Organization, Inc. (4)
	(c)	Distribution Agreement between Transamerica Occidental Life Insurance Company and Dreyfus Service Corporation. (4)
	(d)	Form of Sales Agreement among Dreyfus Service Corporation, Dreyfus Service Organization, Inc., and Broker-Dealers. (4)
	(e)	Amendment Dated as of August 31, 1993, to Master Agreement among Transamerica Occidental Life Insurance Company, First Transamerica Life Insurance Company, Transamerica Financial Resources, Inc., Dreyfus Service Corporation and Dreyfus Service Organization, Inc. (6)
	(f)	Amendment Dated as of August 31, 1993 to Principal Agency Agreement between Transamerica Occidental Life Insurance Company and Dreyfus Service Organization, Inc. (6)
	(g)	Amendment Dated as of August 31, 1993 to Distribution Agreement between Transamerica Occidental Life Insurance Company and Dreyfus Service Corporation. (6)
	(h)	Distribution Agreement between Transamerica Occidental Life Insurance Company and Transamerica Insurance Securities Sales Corporation, dated as of August 24, 1994. (8)
	(i)	Sales Agreement among Transamerica Insurance Securities Sales Corporation, Transamerica Occidental Life Insurance Company, First Transamerica Life Insurance Company, Dreyfus Service Corporation, and Dreyfus Service Organization, Inc., dated as of August 24, 1994. (8)
	(j)	Services Agreement among Transamerica Occidental Life Insurance Company, First Transamerica Life Insurance Company, Transamerica Insurance Securities Sales Corporation, Dreyfus Service Corporation, and Dreyfus Service Organization, Inc., dated as of August 24, 1994. (8)

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		(k)	Services Agreement among Transamerica Occidental Life Insurance Company, First Transamerica Life Insurance Company, Transamerica Insurance Securities Sales Corporation, Dreyfus Service Corporation, and Dreyfus Service Organization, Inc., dated as of August 24, 1994. (8)
		(l)	Form of Sales Agreement between Transamerica Occidental Life Insurance Company, Transamerica Life Insurance and Annuity Company, First Transamerica Life Insurance Company and Transamerica Securities Sales Corporation. (10)
		(m)	Principal Underwriting Agreement by and between Transamerica Occidental Life Insurance Company, on its own behalf and on the behalf of Mutual Fund Account, and AFSG Securities Corporation. (18)
		(n)	Form of Amendment to Principal Underwriting Agreement. (25)
(4	)		Group Contract Form, Certificate Form, Individual Contract Form and Endorsements.
		(a)	Contract form and Endorsements. (5)
			(i)	Form of Flexible Purchase Payment Multi-Funded Deferred Master Group Annuity Contract. (5)
			(ii)	Form of Automatic Payout Option Endorsement to Group Contract. (5)
			(iii)	Form of Dollar Cost Averaging Option Endorsement to Group Contract. (5)
			(iv)	Form of Systematic Withdrawal Option Endorsement to Group Contract. (5)
			(v)	Form of Guaranteed Minimum Death Benefit Endorsement to Group Contract. (5)
			(vi)	Form of Fixed Account Rider to Group Contract. (7)
			(vii)	Form of Tax Relief Rider. (21)
		(b)	Certificate of Participation Form and Endorsements. (5)
			(i)	Form of Certificate of Participation. (5)
			(ii)	Form of IRA Endorsement to Certificate. (5)
			(iii)	Form of Dollar Cost Averaging Option Endorsement to Certificate. (5)
			(iv)	Form of Systematic Withdrawal Option Endorsement to Certificate. (5)
			(v)	Form of Automatic Payout Option Endorsement to Certificate. (5)
			(vi)	Form of Benefit Distribution Endorsement to Certificate. (5)
			(vii)	Form of Death Benefit Endorsement to Group Contract. (14)
			(viii)	Form of Individual Purchase Payment Endorsement. (14)
			(ix)	Form of Guaranteed Minimum Income Builder Rider. (14)
			(x)	Form of Tax Relief Rider. (21)
		(c)	Individual Contract Form and Endorsements. (6)
			(i)	Form of Flexible Purchase Payment Multi-Funded Deferred Individual Annuity Contract. (6)
			(ii)	Form of IRA Endorsement to Individual Contract. (6)
			(iii)	Form of Benefit Distribution Endorsement. (6)
			(iv)	Form of Dollar Cost Averaging Option Endorsement to Individual Contract. (6)
			(v)	Form of Systematic Withdrawal Option Endorsement to Individual Contract. (6)
			(vi)	Form of Automatic Payout Option Endorsement to Individual Contract. (6)
			(vii)	Form of Guaranteed Minimum Death Benefit Endorsement to Individual Contract. (6)
			(viii)	Form of Fixed Account Rider to Individual Contract. (7)
			(x)	Form of Death Benefit Endorsement. (14)
			(xi)	Form of Initial Purchase Payment Endorsement. (14)
			(xii)	Form of Guaranteed Minimum Income Benefit Rider. (14)
			(xiii)	Form of Tax Relief Rider. (21)
		(d)	Form of Individual Contract and Endorsements. (26)
		(d)(1)	Form of Liquidity Rider. (26)
		(d)(2)	Form of Premium Enhancement Rider. (27)
		(d)(3)	Form of Tax Relief II Rider (28)
		(d)(4)	Form of GMIB II Rider (28)
(5	)	(a)	Form of Application for and Acceptance of Group Annuity Contract. (5)
		(b)	Form of Application for Enrollment under Group Annuity Contract. (5)
		(c)	Form of Application for Individual Annuity Contract. (6)
		(d)	Form of Application for Individual Contract. (26)
		(e)	Form of Application (28)

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(6)	(a)		Restated Articles of Incorporation of Transamerica. (1)
	(a)	(1)	Articles of Redomestication and Reincorporation of Transamerica Occidental Life Insurance Company. (16)
	(b)		Restated By-Laws of Transamerica. (1)
	(b)	(1)	Amended and Restated By-Laws of Transamerica Occidental Life Insurance Company. (16)
(7)			Not Applicable.
(8)	(a)		Participation Agreement between Transamerica Occidental Life Insurance Company and Dreyfus Variable Investment Fund. (4)
	(b)		Participation Agreement between Transamerica Occidental Life Insurance Company and Dreyfus Life and Annuity Index Fund, Inc. (4)
	(c)		Participation Agreement between Transamerica Occidental Life Insurance Company and The Dreyfus Socially Responsible Growth Fund, Inc. (6)
	(d)		Administrative Services Agreement between Transamerica Occidental Life Insurance Company and Vantage Computer Systems, Inc. (4)
	(e)		Amendment Dated as of August 31, 1993 to Participation Agreement between Transamerica Occidental Life Insurance Company and Dreyfus Variable Investment Fund. (6)
	(f)		Amendment Dated as of August 31, 1993 to Participation Agreement between Transamerica Occidental Life Insurance Company and Dreyfus Life and Annuity Index Fund, Inc. (6)
	(g)		Amendment Dated as of August 24, 1994 to Participation Agreement Dated as of March 3, 1993, As Amended, between Transamerica Occidental Life Insurance Company and Dreyfus Variable Investment Fund. (8)
	(g)	(1)	Fund Participation Agreement (Dreyfus). (19)
		(2)	Amendment to Fund Participation Agreement. (19)
	(h)		Amendment Dated as of August 24, 1994 to Participation Agreement Dated as of August 31, 1993 between Transamerica Occidental Life Insurance Company and Dreyfus Socially Responsible Growth Fund, Inc. (8)
	(i)		Amendment Dated as of August 24, 1994 to Participation Agreement Dated as of March 3, 1993, As Amended, between Transamerica Occidental Life Insurance Company and Dreyfus Stock Index Fund. (8)
	(j)		Form of Participation Agreement (Transamerica). (20)
(8)	(k)		Participation Agreement among WRL Series Fund, Inc., Western Reserve Life Assurance co. of Ohio, and PFL Life Insurance Company. Note 22
(8)	(k)	(1)	Amendment No. 16 to Participation Agreement among WRL Series fund, Inc., PFL Life Insurance company, AUSA Life Insurance Company, Inc., Peoples Benefit Life Insurance Company and Transamerica Occidental Life Insurance Company. Note 23
(8)	(k)	(2)	Amendment No. 17 to Participation Agreement among WRL Series Fund, Inc., Transamerica Life Insurance Company, AUSA Life Insurance Company, Inc., Peoples Benefit Life Insurance Company and Transamerica Occidental Life Insurance Company. Note 24
(8)	(k)	(3)	Amendment No. 20 to Participation Agreement among AEGON/Transamerica Series Fund, Inc., Transamerica Life Insurance Company, AUSA Life Insurance Company, Inc., Peoples Benefit Life Insurance Company, Transamerica Occidental Life Insurance Company and Transamerica Life Insurance and Annuity Company. Note 26
(9)	(a)		Opinion and Consent of Counsel. (9)
	(b)		Consent of Counsel. (11)
(10)	(a)		Consent of Independent Auditors. (28)
	(b)		Opinion and Consent of Actuary. (28)
(11)			No financial statements are omitted from item 23.
(12)			Not applicable.

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(13	)	Performance Data Calculations. (28)
(14	)	Not applicable.
(15	)	Powers of Attorney.

Frank Beardsley (12)	Richard N. Latzer (15)
Thomas J. Cusak (11)	Karen MacDonald (15)
James W. Dederer (15)	Gary U. Rolle’ (15)
Paul E. Rutledge III (15)	T. Desmond Sugrue (11)
George A. Foegele (15)	Nooruddin S. Veerjee (15)
David E. Gooding (15)	Robert A. Watson (11)
Edgar H. Grubb (11)	Frank C. Herringer (11)
Patrick S. Baird (15)	Brenda K. Clancy (15)
Douglas C. Kolsrud (15)	Craig D. Vermie (15)
Ron F. Wagley (17)	Bruce Clark (17)
Christopher H. Garrett (26)	Diane Meiners (26)

(1) Filed with initial filing of this form N-4 Registration Statement, File No. 33-49998 (July 24, 1992).

(2) Incorporated by reference to Exhibit 7(c) of Post-Effective Amendment No.1 to the Registration Statement of Transamerica Occidental Life Insurance Company’s Separate Account VL on Form S-6, File No. 33-28107 (April 30, 1990).

(3) Incorporated by reference to Exhibit 7(d) of Post-Effective Amendment No. 2 to the Registration Statement of Transamerica Occidental Life Insurance Company’s Separate Account VL on Form S-6, File No. 33-28107 (April 30, 1991).

(4) Filed with Post-Effective Amendment No. 1 to this Form N-4 Registration Statement, File No. 33-49998 (April 30, 1993).

(5) Filed with Post-Effective Amendment No. 3 to this Form N-4 Registration Statement, File No. 33-49998 (March 8, 1994).

(6) Filed with Post-Effective Amendment No. 4 to this Form N-4 Registration Statement, File No. 33-49998 (April 29, 1994).

(7) Filed with Post-Effective Amendment No. 5 to this Form N-4 Registration Statement, File No. 33-49998 (March 1, 1995).

(8) Filed with Post-Effective Amendment No. 6 to this Form N-4 Registration Statement File No. 33-49998 (April 28, 1995).

(9) Filed with Post-Effective Amendment No. 7 to this Form N-4 Registration Statement File No. 33-49998 (April 26, 1996).

(10) Filed with Post-Effective Amendment No. 8 to this Form N-4 Registration Statement File No. 33-49998 (April 28, 1997).

(11) Filed with Post-Effective Amendment No. 9 to this Form N-4 Registration Statement file No. 33-49998 (April 28, 1998).

(12) Filed with Post-Effective Amendment No. 10 to this Form N-4 Registration Statement file No. 33-49998 (February 26, 1999).

(13) Filed with Post-Effective Amendment No. 11 to this Form N-4 Registration Statement file No. 33-49998 (April 28, 1999).

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(14) Filed with Post-Effective Amendment No. 13 to this Form N-4 Registration Statement file No. 33-49998 (December 6, 1999).

(15) Filed with Post-Effective Amendment No. 14 to this Form N-4 Registration Statement file No 33-49998 (April 28, 2000)

(16) Filed with Post-Effective Amendment No. 16 to this Form N-4 Registration Statement file No. 33-49998 (February 9, 2001)

(17) Filed with Post-Effective Amendment No. 17 to this Form N-4 Registration Statement file No. 33-49998 (April 27, 2001)

(18) Incorporated by reference to the Initial Filing of Form S-6 Registration Statement (File No. 333-91851) filed on November 30, 1999.

(19) Incorporated by reference to Pre-Effective Amendment No. 1 to N-4 Registration Statement (File No. 333-63086) filed on September 13, 2001.

(20) Incorporated by reference to Post-Effective Amendment No. 26 to N-4 Registration Statement (file No. 33-33085) filed on October 2, 2001.

(21) Filed with Post-Effective Amendment No. 18 to this Form N-4 Registration Statement (File No. 33-49998) filed on January 18, 2002.

(22) Incorporated herein by reference to Post-Effective Amendment No. 1 to form N-4 Registration Statement (File No. 333-7509) on April 29, 1998.

(23) Incorporated herein by reference to Initial Filing to form N-4 Registration Statement (File No. 333-62738) on June 11, 2001.

(24) Incorporated herein by reference to Post-Effective Amendment No. 25 to Form N-4 Registration Statement (file No. 33-33085) on April 27, 2001.

(25) Filed with Post-Effective Amendment No. 21 to this Form N-4 Registration Statement (File No. 33-49998) filed on April 29, 2002.

(26) Filed with Post-Effective Amendment No. 22 to this Form N-4 Registration Statement (File No. 33-49998) on September 5, 2002.

(27) Filed herewith.

(28) To be filed by Amendment.

Item 25.    List of Directors and Officers of the Depositor

Name	Principal Positions and Offices with Depositor
Christopher H. Garrett	Director
Ron F. Wagley	Director, President
Brenda K. Clancy	Director, Senior Vice President, Corporate
Diane Meiners	Director, Vice President and Treasurer
Craig D. Vermie	Director, Vice President and Counsel, Corporate
Bruce Clark	Chief Financial Officer and Senior Vice President
Frank A. Camp	Vice President and Financial Markets Division General Counsel

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Item 26.    Persons Controlled by or under Common Control With the Depositor or Registrant.

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
AEGON USA, Inc.	Iowa	AEGON U.S. Holding Corporation, AEGON U.S. Corporation	Holding company
RCC North America, L.L.C.	Delaware	100% AEGON USA, Inc.	Real estate
Transamerica Holding Company, L.L.C.	Delaware	100% AEGON USA, Inc.	Holding Company
AEGON Funding Corp.	Delaware	100% Transamerica Holding Company, L.L.C.	Issue debt securities-net proceeds used to make loans to affiliates
First AUSA Life Insurance Company	Maryland	100% Transamerica Holding Company, L.L.C.	Insurance holding company
AUSA Life Insurance Company, Inc.	New York	100% First AUSA Life Insurance Company	Insurance
Life Investors Insurance Company of America	Iowa	100% First AUSA Life Ins. Co.	Insurance
Apple Partners of Iowa, L.L.C.	Iowa	100% LICCA	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% First AUSA Life Ins. Co.	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. Co.	Insurance

C-6

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Iowa Fidelity Life Insurance Co.	Arizona	100% of Common Voting Stock First AUSA Life Ins. Co.	Insurance
Western Reserve Life Assurance Co. of Ohio	Ohio	100% First AUSA Life Ins. Co.	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 Texas, Inc.	Texas	Record shareholder Daniel DeMarco	Insurance Agency
WRL Insurance Agency of Wyoming	Wyoming	100% WRL Insurance Agency, Inc.	Insurance Agency
AEGON/Transamerica Series Fund, Inc.	Maryland	Various	Mutual fund
AEGON/Transamerica Fund Services, Inc.	Florida	100% Western Reserve Life Assurance Co. of Ohio	Provides administration for affiliated mutual fund
AEGON/Transamerica Fund Advisors, Inc.	Florida	100% Western Reserve Life Assurance Co. of Ohio	Registered investment advisor
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 Ohio, Inc.	Ohio	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
WFG Insurance Agency of Texas, Inc.	Texas	Record Shareholder Jack Linder	Insurance Agency
World Financial Group Insurance Agency of Hawaii, Inc.	Hawaii	100% World Financial Group Insurance Agency, Inc.	Insurance Agency

C-7

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
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
Monumental General Casualty Co.	Maryland	100% First AUSA Life Ins. Co.	Insurance
United Financial Services, Inc.	Maryland	100% First AUSA Life Ins. Co.	General agency
Bankers Financial Life Ins. Co.	Arizona	100% First AUSA Life Ins. Co.	Insurance
The Whitestone Corporation	Maryland	100% First AUSA Life Ins. Co.	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	Holding company
Monumental General Insurance Group, Inc.	Maryland	100% AUSA Holding Co.	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

C-8

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Universal Benefits Corporation	Iowa	100% AUSA Holding Co.	Third party administrator
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	26.91% 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, L.L.C.	Iowa	100% Money Services	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
Associated Mariner Financial Group, Inc.	Michigan	100% Intersecurities, Inc.	Holding co./management services

C-9

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Associated Mariner Ins. Agency of Massachusetts, Inc.	Massachusetts	100% Associated Mariner Agency, Inc.	Insurance agency
Associated Mariner Agency Ohio, Inc.	Ohio	100% Associated Mariner Agency, Inc.	Insurance agency
Associated Mariner Agency Texas, Inc.	Texas	100% Associated Mariner Agency, Inc.	Insurance agency
PIA General Partner, Inc.	Delaware	100% AUSA Holding Company	General Partner to PIA 2001-A, L.P.
PIA 2001-A, L.P.	Delaware	PIA General, Inc. is the General Partner	Private placement investment limited partnership
Idex Investor Services, Inc.	Florida	100% AUSA Holding Co.	Shareholder services
Idex Management, Inc.	Delaware	100% AUSA Holding Co.	Investment advisor
IDEX Mutual Funds	Massachusetts	Various	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
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 Company, L.L.C.	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

C-10

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
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
USP Real Estate Investment Trust	Iowa	12.89% First AUSA Life Ins. Co. 13.11% PFL Life Ins. Co. 4.86% Bankers United Life Assurance Co.	Real estate investment trust
RCC Properties Limited Partnership	Iowa	AEGON USA Realty Advisors, Inc. is General Partner and 5% owner	Limited Partnership
Commonwealth General Corporation (“CGC”)	Delaware	100% AEGON U.S. Corporation	Holding company
AFSG Securities Corporation	Pennsylvania	100% CGC	Broker-Dealer
Benefit Plans, Inc.	Delaware	100% CGC	TPA for Peoples Security Life Insurance Company
AEGON Alliances, Inc.	Virginia	100% Benefit Plans, Inc.	General agent
Capital 200 Block Corporation	Delaware	100% CGC	Real estate holdings
AEGON Structured Settlements, Inc.	Kentucky	100% CGC	Administrator of structured settlements
AEGON Institutional Markets, Inc.	Delaware	100% CGC	Provider of investment, marketing and admin. Services to ins. cos.
Ampac Insurance Agency, Inc. (EIN 23-1720755)	Pennsylvania	100% CGC	Provider of management support services
Compass Rose Development Corporation	Pennsylvania	100% Ampac Insurance Agency, Inc.	Special-purpose subsidiary
Financial Planning Services, Inc.	Dist. Columbia	100% Ampac Insurance Agency, Inc.	Special-purpose subsidiary
Frazer Association Consultants, Inc.	Illinois	100% Ampac Insurance Agency, Inc.	TPA license-holder

C-11

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
National Home Life Corporation	Pennsylvania	100% Ampac Insurance Agency, Inc.	Special-purpose subsidiary
Valley Forge Associates, Inc.	Pennsylvania	100% Ampac Insurance Agency, Inc.	Furniture & equipment lessor
Veterans Benefits Plans, Inc.	Pennsylvania	100% Ampac Insurance Agency, Inc.	Administrator of group insurance programs
Veterans Insurance Services, Inc.	Delaware	100% Ampac Insurance Agency, Inc.	Special-purpose subsidiary
Academy Insurance Group, Inc.	Delaware	100% CGC	Holding company
Academy Life Insurance Co.	Missouri	100% Academy Insurance Group, Inc.	Insurance company
Pension Life Insurance Company of America	New Jersey	100% Academy Life Insurance Company	Insurance company
FED Financial, Inc.	Delaware	100% Academy Insurance Group, Inc.	Special-purpose subsidiary
Ammest Massachusetts Insurance Agency, Inc.	Massachusetts	100% Academy Insurance Group, Inc.	Special-purpose subsidiary
Ammest Realty, Inc.	Pennsylvania	100% Academy Insurance Group, Inc.	Special-purpose subsidiary
Ampac, Inc.	Texas	100% Academy Insurance Group, Inc.	Managing general agent
Ampac Insurance Agency, Inc. (EIN 23-2364438)	Pennsylvania	100% Academy Insurance Group, Inc.	Special-purpose subsidiary
Force Financial Group, Inc.	Delaware	100% Academy Insurance Group, Inc.	Special-purpose subsidiary
Force Financial Services, Inc.	Massachusetts	100% Force Fin. Group, Inc.	Special-purpose subsidiary
Military Associates, Inc.	Pennsylvania	100% Academy Insurance Group, Inc.	Special-purpose subsidiary
NCOAA Management Company	Texas	100% Academy Insurance Group, Inc.	Special-purpose subsidiary
NCOA Motor Club, Inc.	Georgia	100% Academy Insurance Group, Inc.	Automobile club
Unicom Administrative Services, Inc.	Pennsylvania	100% Academy Insurance Group, Inc.	Provider of admin. services

C-12

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Unicom Administrative Services, GmbH	Germany	100% Unicom Administrative Services, Inc.	Provider of admin. services
Capital General Development Corporation	Delaware	100% CGC	Holding company
Monumental Life Insurance Company	Maryland	73.23% Capital General Development Company 26.77% First AUSA Life Insurance Company	Insurance company
Exchange Management Services, Inc.	Missouri	100% Monumental Life Insurance Company	Management company
AEGON Direct Marketing Services, Inc.	Maryland	100% Monumental Life Insurance Company	Marketing company
Peoples Benefit Life Insurance Company	Iowa	3.7% CGC 20.0% Capital Liberty, L.P. 76.3% Monumental Life Insurance Company	Insurance company
Veterans Life Insurance Co.	Illinois	100% Transamerica Holding Company, L.L.C.	Insurance company
Peoples Benefit Services, Inc.	Pennsylvania	100% Veterans Life Ins. Co.	Special-purpose subsidiary
Coverna Direct Insurance Insurance Agency, Inc.	Maryland	100% Peoples Benefit Life Insurance Company	Insurance agency
Ammest Realty Corporation	Texas	100% Monumental Life Insurance Company	Special purpose subsidiary
JMH Operating Company, Inc.	Mississippi	100% Peoples Benefit Life Insurance Company	Real estate holdings
Capital Liberty, L.P.	Delaware	99.0% Monumental Life Insurance Company 1.0% CGC	Holding Company
Consumer Membership Services, Inc.	Delaware	100% Commonwealth General Corporation	Credit Card Protection
Global Premier Reinsurance Company, LTD.	British Virgin Islands	100% Commonwealth General Corporation	Insurance and Reinsurance company
Health Benefits Services, Inc.	Delaware	100% Commonwealth General Corporation	Health discount plan
Quest Membership Services, Inc.	Delaware	100% Commonwealth General Corporation	Travel discount plan

C-13

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Stonebridge Group, Inc.	Delaware	100% Commonwealth General Corporation	General purpose corporation
J.C. Penney Life Insurance Corporation	Vermont	100% Commonwealth General Corporation	Insurance
Stonebridge Insurance Company	Wisconsin	100% J.C. Penney Life Insurance Company	Insurance
Insurance Consultants, Inc.	Nebraska	100% Commonwealth General Corporation	Brokerage
ICON Partners Limited	United Kingdom	100% Insurance Consultants, Inc.	Marketing company
J.C. Penney Casualty Insurance Company	Ohio	100% Commonwealth General Corporation	Insurance
AEGON N.V.	Netherlands	51.27% of Vereniging AEGON Netherlands Membership Association	Holding Company
Groninger Financieringen B.V.	Netherlands	Held through AEGON Nevak Holding B.V.	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	Netherlands	100% AEGON N.V.	Holding Company
AEGON International N.V.	Netherlands	100% AEGON N.V.	Holding Company
AEGON Trust Advisory Board Members: K.J.Storm Donald J. Shepard Joseph Streppel Dennis Hersch	Delaware	100% AEGON International N.V.	Manage assets of AEGON U.S. Holding Corporation
AEGON U.S. Holding Corporation	Delaware	100% AEGON Trust	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

C-14

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Canadian Premier Life Insurance Company	Canada	100% Canadian Premier Holdings LTD	Holding company
Legacy General Insurance Company	Canada	100% Canadian Premier Life Insurance Company	Insurance
Cornerstone International Holdings LTD	United Kingdom	100% AEGON DMS Holding B.V.	Holding company
Cornerstone International Marketing LTD	United Kingdom	100% Cornerstone International Holdings, LTD	Marketing company
Stonebridge International Insurance LTD	United Kingdom	100% Cornerstone International Marketing, 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	Holding company
Transamerica Corporation (“TAC”)	Delaware	100% AEGON NV	Major interest in insurance and finance
AEGON Funding Corp. II	Delaware	100% TAC	Commercial paper insurance
Transamerica Pacific Insurance Company, Ltd.	Hawaii	100% TAC	Life insurance
TREIC Enterprises, Inc.	Delaware	100% TFC	Investments
Terrapoint, LLC	Delaware	50% TREIC Enterprises, Inc.	Data Processing
ARC Reinsurance Corporation	Hawaii	100% Transamerica Corp.	Property & Casualty Insurance
Inter-America Corporation	California	100% Transamerica Corp.	Insurance Broker

C-15

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Pyramid Insurance Company, Ltd.	Hawaii	100% Transamerica Corp.	Property & Casualty Insurance
Transamerica Business Tech Corp.	Delaware	100% Transamerica Corp.	Telecommunications and data processing
Transamerica CBO I, Inc.	Delaware	100% Transamerica Corp.	Owns and manages a pool of high-yield bonds
Transamerica Corporation (Oregon)	Oregon	100% Transamerica Corp.	Name holding only—Inactive
Transamerica Finance Corp.	Delaware	100% Transamerica Corp.	Commercial & Consumer Lending & equipment leasing
Transamerica Public Finance, LLC	Delaware	70% TCFCI, 30% TFC	Finance
TFC Properties, Inc.	Delaware	100% Transamerica Finance Corp.	Holding Company
Transamerica Retirement Communities, S.F., Inc.	Delaware	100% TFC Properties, Inc.	Own property
Transamerica Retirement Communities, S.J., Inc.	Delaware	100% TFC Properties, Inc.	Own property
TA Leasing Holding Co., Inc.	Delaware	100% Transamerica Finance Corp.	Holding company
Trans Ocean Ltd.	Delaware	100% TA Leasing Holding Co. Inc.	Holding company
Trans Ocean Container Corp. (“TOCC”)	Delaware	100% Trans Ocean Ltd.	Intermodal leasing
SpaceWise Inc.	Delaware	100% TOCC	Intermodal leasing
Trans Ocean Container Finance Corp.	Delaware	100% TOL	Intermodal leasing
Trans Ocean Leasing Deutschland GmbH	Germany	100% TOCC	Intermodal leasing
Trans Ocean Leasing PTY Ltd.	Austria	100% TOCC	Intermodal leasing
Trans Ocean Management S.A.	Switzerland	100% TOCC	Intermodal leasing
Trans Ocean Regional Corporate Holdings	California	100% TOCC	Holding company
Trans Ocean Tank Services Corp.	Delaware	100% TOCC	Intermodal leasing

C-16

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Transamerica Leasing Inc.	Delaware	100% TA Leasing Holding Co.	Leases & Services intermodal equipment
Transamerica Leasing Holdings Inc. (“TLHI”)	Delaware	100% Transamerica Leasing Inc.	Holding company
Greybox Logistics Services Inc.	Delaware	100% TLHI	Intermodal leasing
Greybox L.L.C. (“G”)	Delaware	100% TLHI	Intermodal freight container interchange facilitation service
Transamerica Trailer Leasing S.N.C.	France	100% Greybox L.L.C.	Leasing
Greybox Services Limited	U.K.	100% TLHI	Intermodal leasing
Intermodal Equipment, Inc.	Delaware	100% TLHI	Intermodal leasing
Transamerica Leasing N.V.	Belg.	100% Intermodal Equipment Inc.	Leasing
Transamerica Leasing SRL	Italy	100% Intermodal Equipment Inc.	Leasing
Transamerica Distribution Services, Inc.	Delaware	100% TLHI	Dormant
Transamerica Leasing Coordination Center	Belg.	100% TLHI	Leasing
Transamerica Leasing do Brasil Ltda.	Braz.	100% TLHI	Container Leasing
Transamerica Leasing GmbH	Germany	100% TLHI	Leasing
Transamerica Trailer Leasing Sp. z.o.o	Poland	100% TLHI	Leasing
Transamerica Leasing Limited	U.K.	100% TLHI	Leasing
ICS Terminals (UK) Limited	U.K.	100% Transamerica Leasing Limited	Leasing
Transamerica Leasing Pty. Ltd.	Australia	100% TLHI	Leasing
Transamerica Leasing (Canada) Inc.	Canada	100% TLHI	Leasing
Transamerica Leasing (HK) Ltd.	H.K.	100% TLHI	Leasing
Transamerica Leasing (Proprietary) Limited	S. Africa	100% TLHI	In Liquidation—Intermodal leasing
Transamerica Trailer Holdings I Inc.	Delaware	100% TLHI	Holding company

C-17

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Transamerica Trailer Holdings II Inc.	Delaware	100% TLHI	Holding company
Transamerica Trailer Holdings III Inc.	Delaware	100% TLHI	Holding company
Transamerica Trailer Leasing AB	Swed.	100% TLHI	Leasing
Transamerica Trailer Leasing AG	Switzerland	100% TLHI	Leasing
Transamerica Trailer Leasing A/S + C66	Denmark	100% TLHI	Leasing
Transamerica Trailer Leasing GmbH	Germany	100% TLHI	Leasing
Transamerica Trailer Leasing (Belgium) N.V.	Belgium	100% TLHI	Leasing
Transamerica Trailer Leasing (Netherlands) B.V.	Netherlands	100% TLHI	Leasing
Transamerica Alquiler de Trailer Spain S.L.	Spain	100% TLHI	Leasing
Transamerica Transport Inc.	New Jersey	100% TLHI	Dormant
Transamerica Commercial Finance Corporation, I (“TCFCI”)	Delaware	100% Transamerica Finance Corp.	Holding company
Transamerica Equipment Financial Services Corporation	Delaware	100% TCFCI	Investment in Various equipment leases and loans
BWAC Credit Corporation	Delaware	100% TCFCI	Inactive
BWAC International Corporation	Delaware	100% TCFCI	Retail Appliance and furniture stores
BWAC Twelve, Inc.	Delaware	100% TCFCI	Holding company
TIFCO Lending Corporation	Illinois	100% BWAC Twelve, Inc.	General financing
Transamerica Insurance Finance Corporation (“TIFC”)	Maryland	100% BWAC Twelve, Inc.	Insurance premium financing
Transamerica Insurance Finance Corporation, California	California	100% TIFC	Insurance premium
Transamerica Insurance Finance Company (Europe)	Maryland	100% TIFC	Insurance premium
Transamerica Insurance Finance Corporation, Canada	Ontario	100% TIFC	Insurance premium financing

C-18

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
T Holdings, Inc.	DE	100% TCFCI	Holding Company
M Credit, Inc.	Delaware	100% TCFCI	Commercial lending
Transamerica Mezzanine Financing, Inc.	Delaware	100% T Holdings, Inc.	Holding company
Bay Capital Corporation	Delaware	100% M Credit, Inc.	Special purpose corporation
Coast Funding Corporation	Delaware	100% M Credit, Inc.	Special purpose corporation
Transamerica Small Business Capital, Inc. (“TSBC”)	Delaware	100% M Credit, Inc.	Holding company
Emergent Business Capital Holdings, Inc.	Delaware	100% TSBC	Dormant
Gulf Capital Corporation	Delaware	100% M Credit, Inc.	Special purpose corporation
Direct Capital Equity Investment, Inc.	Delaware	100% M Credit, Inc.	Small business loans
TA Air East, Corp.	Delaware	100% TEFSC	Special purpose corporation
TA Air I, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air II, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air III, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air IV, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air V, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air VI, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air VII, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air VIII, Corp.	Delaware	100% TEFS	Special purpose corporation

C-19

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
TA Air IX, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air X, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XI, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XII, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XIII, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XIV, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XV, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XVI, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XVII, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XVIII, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Air XIX, Corp.	Delaware	100% TEFS	Special purpose corporation
Transamerica Aviation 803 Corp.	Delaware	100% TEFS	Special purpose corporation
Transamerica Aviation 400 Corp.	Delaware	100% TEFS	Special purpose corporation
Transamerica Aviation 429/448 Corp.	Delaware	100% TEFS	Special purpose corporation
Transamerica Aviation 630 Corp.	Delaware	100% TEFS	Special purpose corporation
TA Steel I, LLC	Delaware	100% TEFS	Special purpose corporation
Transamerica Aviation 24245/24246 Corp.	Delaware	100% TEFS	Special purpose corporation
TA Heli I, Inc.	Delaware	100% TEFS	Special purpose corporation

C-20

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
TA Marine I, Inc.	Delaware	100% TEFS	Special purpose corporation
TA Marine II, Inc.	Delaware	100% TEFS	Special purpose corporation
TA Marine IV, Inc.	Delaware	100% TEFS	Special purpose corporation
TA Marine VI, Inc.	Delaware	100% TEFS	Special purpose corporation
TA Marine V, Inc.	Delaware	100% TEFS	Special purpose corporation
TA Marine III, Corp.	Delaware	100% TEFS	Special purpose corporation
TA Public Finance Air I, Corp.	Delaware	100% TEFS	Special purpose corporation
TBC I, Inc.	Delaware	100% T Holdings, Inc.	Special purpose corporation
Facta, LLP	Delaware	100% TBC I, Inc.	Commercial finance
TBC III, Inc.	Delaware	100% T Holdings, Inc.	Special purpose corporation
Transcap Trade Finance	Delaware	100% TBC III, Inc.	Commercial finance
TBC IV, Inc.	Delaware	100% T Holdings, Inc.	Special purpose corporation
Transamerica Commercial Real Estate Finance, LLC	Delaware	100% T Holdings, Inc.	Bridge financing
TBC V, Inc.	Delaware	100% T Holdings, Inc.	Special purpose corporation
Breakthrough Funding LLP	Delaware	100% TBC V, Inc.	Commercial finance
TBC Tax I, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation
TBC Tax II, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation
TBC Tax III, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation
TBC Tax IV, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation

C-21

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
TBC Tax V, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation
TBC Tax VI, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation
TBC Tax VII, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation
TBC Tax VIII, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation
TBC Tax IX, Inc.	Delaware	100% M Credit, Inc.	Special purpose corporation
The Plain Company	Delaware	100% TEFS	Special purpose corporation
Transamerica Distribution Finance Corporation (“TDFC”)	Delaware	100% TCFCI	Holding company
Transamerica Accounts Holding Corp.	Delaware	100% TDFC	Holding company
ARS Funding Corporation	Delaware	100% Transamerica Accounts Holding Corporation	Dormant
Transamerica Commercial Finance Corporation (“TCFC”)	Delaware	100% TIFC	Finance company
Transamerica Acquisition Corporation, Canada	Canada	100% TCFCC	Holding company
Transamerica Distribution Finance Corporation – Overseas, Inc. (“TDFOI”)	Delaware	100% TCFC	Commercial Finance
TDF Mauritius Limited	Mauritius	100% TDFOI	Mauritius holding company
Transamerica Apple Distribution Finance Public Limited	India	69.94% TDF-Mauritius, Limited	Transamerica Distribution Finance Joint Venture
Inventory Funding Trust	Delaware	100% TCFC	Delaware Business Trust
Inventory Funding Company, LLC	Delaware	100% Inventory Funding Trust	Holding company
TCF Asset Management Corporation	Colorado	100% TCFC	A depository for foreclosed real and personal property

C-22

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Transamerica Distribution Finance Insurance Services, Inc.	Illinois	100% TCFC	Special purpose corporation
Transamerica Distribution Finance Factorje S.A. DE C.V.	Mexico	99% TCFC	Inactive
Transamerica Joint Ventures, Inc.	Delaware	100% TCFC	Holding company
Amana Finance	Illinois	50% Transamerica Joint Ventures, Inc.	Commercial finance
American Standard Financial Services	Illinois	50% Transamerica Joint Ventures, Inc.	Finance
Penske Financial Services LLC	Delaware	50% Transamerica Joint Ventures, Inc.	Commercial finance
Polaris Acceptance	Illinois	50% Transamerica Joint Ventures, Inc.	Commercial finance
Transamerica Inventory Finance Corporation (“TIFC”)	Delaware	100% TDFC	Holding company
Transamerica GmbH, Inc.	Delaware	100% TIFC	Holding company
Transamerica Fincieringsmaatschappij B.V.	Netherlands	100% Trans. GmbH, Inc.	Commercial lending in Europe
BWAC Seventeen, Inc.	Delaware	100% TIFC	Holding company
Transamerica Commercial Finance Canada, Limited	Ontario	100% BWAC Seventeen, Inc.	Dormant
Transamerica Commercial Finance Corporation, Canada	Canada	100% BWAC Seventeen, Inc.	Commercial finance
Cantrex Group Inc.	Quebec	76% TACC	Buying group and retail merchant services
2953-9087 Quebec Inc.	Quebec	100% Cantrex Group, Inc.	Dormant
Corbeil Electrique, Inc.	Quebec	100% Cantrex Group, Inc.	Dormant
Prestex Marketing, Inc.	Quebec	100% Cantrex Group, Inc.	Dormant
BWAC Twenty-One, Inc.	Delaware	100% TIFC	Holding company
ODBH Ltd/Harley Davidson Acceptance	United Kingdom	100% BWAC Twenty-One, Inc.	Finance
Transamerica Technology Services Limited	United Kingdom	100% TCFL	Inactive

C-23

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Transamerica Commercial Finance Limited (“TCFL”)	U.K.	100% Transamerica Commercial Holdings Limited	Commercial lending
TDF Credit Insurance Services Limited	U.K.	100% TCFL	Credit insurance brokerage
Whirlpool Financial Corporation Polska Spozoo	Poland	100% TCFL	Inactive—commercial finance
Transamerica Commercial Holdings Limited	U.K.	33% BWAC Twenty-One Inc.	Holding company
Transamerica Trailer Leasing Limited	New York	100% Transamerica Commercial Holdings Limited	Special purpose corporation
Transamerica Distribution Capital Services, Iberica	Spain	100% Transamerica Commercial Holdings Limited	Inactive
Transamerica Commercial Finance France S.A.	France	100% TIFC	Factoring company
Transamerica GmbH	Frankfurt, Germany	100% GmbH	Commercial lending in Germany
Transamerica Retail Financial Services Corporation (“TRFSC”)	Delaware	100% TDFC	Provides retail financing
Transamerica Bank, NA	Delaware	100% TRFSC	Bank
Transamerica Consumer Finance Holding Company (“TCFHC”)	Delaware	100% TRFSC	Consumer finance holding company
Transamerica Mortgage Company	Delaware	100% TCFHC	Consumer mortgages
Transamerica Consumer Mortgage Receivables Company	Delaware	100% TCFHC	Securitization company
Metropolitan Mortgage Company	Florida	100% TCFHC	Consumer mortgages
First Florida Appraisal Services, Inc.	Florida	100% Metropolitan Mtg. Co.	Appraisal and inspection services
First Georgia Appraisal Services, Inc.	Georgia	100% First FL App. Srvc, Inc.	Appraisal services
Freedom Tax Services, Inc.	Florida	100% Metropolitan Mtg. Co.	Property tax information services
J.J. & W. Advertising, Inc.	Florida	100% Metropolitan Mtg. Co.	Advertising and marketing services
J.J. & W. Realty Services, Inc.	Florida	100% Metropolitan Mtg. Co.	To hold problem REO properties

C-24

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Liberty Mortgage Company of Ft. Myers, Inc.	Florida	100% Metropolitan Mtg. Co.	No active business/Name holding only
Metropolis Mortgage Company	Florida	100% Metropolitan Mtg. Co.	No active business/Name holding only
Perfect Mortgage Company	Florida	100% Metropolitan Mtg. Co.	No active business/Name holding only
Transamerica Vendor Financial Service Corporation	Delaware	100% TDFC	Provides commercial leasing
Transamerica Distribution Finance Corporation de Mexico S. de R.L. de C.V.	Mexico	99% TCFC	Holding company in Mexican subsidiaries
TDF de Mexico S. de R.L. de C.V.	Mexico	99% TDFC Mex	Service company for Whirlpool receivables
Transamerica Corporate Services De Mexico S. de R.L. de CV	Mexico	99% TDFC Mex	Holds employees
Transamerica Distribution Finance Factorje S.A. de C.V.	Mexico	99% TCFC	Finance company
Transamerica Distribution Finance Insurance Services, Inc.	Illinois	100% TCFC	Finance company
Transamerica Flood Hazard Certification, Inc.	Delaware	100% TFC	Flood Zone certification service
Transamerica Home Loan	California	100% TFC	Consumer mortgages
Transamerica Lending Company	Delaware	100% TFC	In liquidation—lending
Transamerica Public Finance, LLC	Delaware	70% TFC	Financial Services
Transamerica Financial Products, Inc.	California	100% Transamerica Corp.	Investments
Transamerica Insurance Corporation(“TIC”)	Iowa	100% TIHI	Holding company
Plaza Insurance Sales Inc.	California	100% TIC	Casualty insurance placement
Transamerica Advisors, Inc.	California	100% TIC	Retail sale of investment advisory services

C-25

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Transamerica Annuity Services Corp.	New Mexico	100% TIC	Performs services required for structured settlements
Transamerica Financial Advisors, Inc.	Delaware	100% TIC	Retail sale of securities products
Financial Resources Insurance Agency of Texas	Texas	100% Transamerica Fin. Adv.	Retail sale of securities products
TBK Insurance Agency of Ohio, Inc.	Ohio	100% Transamerica Fin Adv.	Variable insurance contract sales in state of Ohio
Transamerica Financial Resources Agency of Alabama, Inc.	Alabama	100% Transamerica Fin. Adv.	Insurance agent & broker
Transamerica Financial Resources Ins. Agency of Massachusetts, Inc.	Massachusetts	100% Transamerica Fin. Adv.	Insurance agent & broker
Transamerica International Insurance Services, Inc. (“TIISI”)	Delaware	100% TIC	Holding & administering foreign operations
AEGON Canada Inc. (“ACI”)	Canada	100% TIHI	Holding company
Transamerica Life Canada	Canada	100% ACI	Life insurance company
Home Loans and Finance Ltd.	U.K.	100% TIISI	Inactive
Transamerica Occidental Life Insurance Company (“TOLIC”)	Iowa	100% TIC	Life insurance
NEF Investment Company	California	100% TOLIC	Real estate development
Transamerica China Investments Holdings Limited	Hong Kong	99% TOLIC	Holding company
Transamerica Life Insurance and Annuity Company (“TALIAC”)	N. Carolina	100% TOLIC	Life insurance
Transamerica Assurance Company	Missouri	100% TALIAC	Life and disability insurance
Gemini Investments, Inc.	Delaware	100% TALIAC	Investment subsidiary
Transamerica Life Insurance Company Of New York	New York	100% TOLIC	Insurance sales
Transamerica South Park Resources, Inc.	Delaware	100% TOLIC	Market analysis

C-26

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Transamerica Variable Insurance Fund	Maryland	100% TOLIC	Mutual Fund
USA Administration Services, Inc.	Kansas	100% TOLIC	Third party administrator
Transamerica Products, Inc. (“TPI”)	California	100% TIC	Holding company
Transamerica Products I, Inc.	California	100% TPI	Co-general partner
Transamerica Securities Sales Corp.	Maryland	100% TIC	Life insurance sales
Transamerica Service Company	Delaware	100% TIC	Passive loss tax service
Transamerica International RE (Bermuda) Ltd.	Bermuda	100% TAC	Reinsurance
Transamerica Intellitech, Inc.	Delaware	100% TFC	Real estate information and technology services
Transamerica International Holdings, Inc. (“TIHI”)	Delaware	100% TAC	Holding company
Transamerica Investment Services, Inc. (“TISI”)	Delaware	100% TAC	Investment adviser
Transamerica Income Shares, Inc.	Maryland	100% TISI	Mutual fund
Transamerica Real Estate Tax Service, Inc.	Delaware	100% TFC	Real estate tax reporting and processing services
Transamerica Realty Services, Inc. (“TRS”)	Delaware	100% TAC	Real estate investments
Bankers Mortgage Company of CA	California	100% TRS	Investment management
Pyramid Investment Corporation	Delaware	100% TRS	Real estate company
The Gilwell Company	California	100% TRS	Ground lessee of 517 Washington Street, San Francisco
Transamerica Affordable Housing, Inc.	California	100% TRS	General partner LHTC Partnership
Transamerica Minerals Company	California	100% TRS	Owner and lessor of oil and gas properties

C-27

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Transamerica Oakmont Corporation	California	100% TRS	General partner retirement properties
Auto Funding Services, LLC	Delaware	100% TBCC	Commercial lending
TBCC Funding II, L.L.C.	Delaware	100% TBCC Funding Trust II	Special purpose corporation
Private Label Funding LLC	Delaware	100% TBCC Funding Trust II	Special purpose corporation
TBCC Funding Trust II	Delaware	100% TCFCI	Trust
TBCC Funding I, L.L.C.	Delaware	100% TBCC Funding I, LLC	Special purpose corporation
TBCC Funding Trust I	Delaware	100% TCFCI	Trust
Direct Capital Partners, LLC	Delaware	Various members	Investment banking
Inland Water Transportation LLC	Delaware	100% Direct Capital Partners, L.P.	Finance barges
Direct Capital Partners, L.P.	Delaware	100% Direct Capital Partners, LLC	Investment banking
Transamerica Business Capital Corporation	Delaware	100% TCFCI	Commercial lending
Transamerica Technology Finance Corporation	Delaware	100% TCFCI	Commercial lending

C-28

Item 27.    Number of Certificate Owners

As of December 31, 2002 there were                  Owners of Contracts.

Item 28.    Indemnification

The Iowa Code (Sections 490.850 et. seq.) provides for permissive indemnification in certain situations, mandatory indemnification in other situations, and prohibits indemnification in certain situations. The code also specifies procedures for determining when indemnification payments can be made.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Depositor pursuant to the foregoing provisions, or otherwise, the Depositor 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 a claim for indemnification against such liabilities (other than the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person in connection with the securities being registered), the Depositor will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be goverened by the final adjudication of such issue.

C-29

Item 29.    Principal Underwriter

AFSG Securities Corporation

4333 Edgewood Road N.E.

Cedar Rapids, IA 52499-0001

The directors and officers of AFSG Securities Corporation are as follows/(5)/:

Larry N. Norman Director and President	Anne Spaes Director and Vice President
Lisa Wachanedorf Director, Vice President and Chief Compliance Officer	Darin Smith Vice President and Assistant Secretary
Thomas R. Moriarty Vice President	Emily Bates Assistant Treasurer
Priscilla Hechler Assistant Vice President and Assistant Secretary	Clifton Flenniken Assistant Treasurer
Teresa Stolba Assistant Compliance Officer

/(5)/ The principal business address of each person listed is AFSG Securities Corporation, 4333 Edgewood Road, N.E., Cedar Rapids, IA 52499-0001.

Prior to May 1, 2002, Transamerica Securities Sales Corporation (“TSSC”) and Transamerica Financial Resources (“TFR”) were co-principal underwriters of the contracts. TSSC and TFR received $                    , $15,913,242.07, and $40,610,303.26 from the Registrant for the years ending December 31, 2002, December 31, 2001 and December 31, 2000 respectively, for its services in distributing the policies. No other commission or compensation was received by TSSC or TFR, directly or indirectly, from the Registrant during the fiscal year. As of May 1, 2002, AFSG Securities Corporation, an affiliate of Transamerica, is the principal underwriter of the contracts and may enter into agreements with broker-dealers for the distribution of the contracts. AFSG Securities Corporation received $             from the Registrant for the year ending December 31, 2002, for its services in distributing the contracts. No other commission or compensation was received by the principal underwriter, directly or indirectly, from the Registrant during the fiscal year.

AFSG Securities Corporation serves as the principal underwriter for Separate Account VA B, the Retirement Builder Variable Annuity Account, Separate Account VA A, 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 K, Separate Account VA L, Separate Account VA P, Separate Account VL A and Legacy Builder Variable Life Separate Account. These accounts are separate accounts of Transamerica Life Insurance Company.

AFSG Securities Corporation serves as principal underwriter for Separate Account VA BNY, Separate Account C, AUSA Series Life Account, AUSA Series Annuity Account and AUSA Series Annuity Account B. These accounts are separate accounts of AUSA Life Insurance Company, Inc.

AFSG Securities Corporation serves as principal underwriter for Separate Account I, Separate Account II and Separate Account V. These accounts are separate accounts of Peoples Benefit Life Insurance Company.

AFSG Securities Corporation serves as principal underwriter for WRL Series Life Account, WRL Series Annuity Account and WRL Series Annuity Account B. These accounts are separate accounts of Western Reserve Life Assurance Company of Ohio.

AFSG Securities Corporation also serves as principal underwriter for Separate Account VA G, Separate Account VA H, Separate Account VA-2L and Transamerica Occidental Life Separate Account VUL-3. These accounts are separate accounts of Transamerica Occidental Life Insurance Company.

AFSG Securities Corporation also serves as principal underwriter for Separate Account VA-2LNY. This account is a separate account of Transamerica Life Insurance Company of New York.

C-30

Item 30.    Location and Accounts and Records

All accounts and records required to be maintained by Section 31(a) of the 1940 Act and the rules under it are maintained by Transamerica or the Service Office at their administrative offices.

Item 31.    Management Services

All management contracts are discussed in Parts A or B.

Items 32.    Undertakings

(a)    Registrant undertakes that it will file a post-effective amendment to this registration statement as frequently as 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 annuity contracts may be accepted.

(b)    Registrant undertakes that it will include either (1) as part of any application to purchase a Certificate or an Individual Contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) 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.

(c)    Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request to Transamerica at the address or phone number listed in the Prospectus.

(d)    Registrant represents that it is relying on a no-action letter dated November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88) regarding Sections 22(e), 27(c)(i) and 27(d) of the Investment Company Act of 1940, in connection with redeemability restrictions on Section 403(b) policies, and that paragraphs numbered (1) through (4) of that letter will be complied with.

C-31

(e)    Transamerica hereby represents that the fees and the charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Transamerica.

C-32

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Registration Statement to be signed on its behalf, in the City of Cedar Rapids and State of Iowa, on this 25th day of February, 2003.

SEPARATE ACCOUNT VA-2L

TRANSAMERICA OCCIDENTAL

LIFE INSURANCE COMPANY

(DEPOSITOR)

/s/    FRANK A. CAMP        

Frank A. Camp

Vice President

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signatures	Titles	Date
* Christopher H. Garrett	Director	, 2003
* Brenda K. Clancy	Director	, 2003
* Diane Meiners	Director	, 2003
* Craig D. Vermie	Director	, 2003
* Ron F. Wagley	Director and President	, 2003
* Bruce Clark	Chief Financial Officer and Senior Vice President	, 2003
/s/    FRANK A. CAMP *By:    Frank A. Camp	Attorney-in-Fact pursuant to powers of attorney filed herewith, and in his own capacity as Vice President.	February 25, 2003

Registration No. 33-49998

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

TO

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOR

DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	Page No.*
(4)(d)(2)	Form of Premium Enhancement Rider

* Page numbers included only in manually executed original.

EX-4.D.2

                                EXHIBIT (4)(d)(2)

                                  FORM OF RIDER

                              (PREMIUM ENHANCEMENT)



                          Home Office:              Transamerica Occidental Life
[GRAPHIC REMOVED HERE]    4333 Edgewood Road NE     Insurance Company
                          Cedar Rapids, IA 52499
                          A Stock Company

(Hereafter called the Company, we, our or us)

                                ENHANCEMENT RIDER

The contract to which this Rider is attached is amended to include a Premium
Enhancement and to modify Surrender Charges by the following language:

PREMIUM ENHANCEMENT

When a premium payment is paid, an amount equal to a percentage of that premium
referred to as a Premium Enhancement will be added to the Account Value. The
Premium Enhancement applicable to the initial premium payment is set forth on
the Contract Data Page. The amount of the Premium Enhancement is not considered
a premium payment. The Premium Enhancement percentage may vary from premium to
premium on subsequent premium payments but will never be less than 0% nor more
than 5%. We will advise You of the amount of the Premium Enhancement applicable
to each subsequent premium payment in a confirmation that We will send You.
Premium Enhancements will be applied using the same allocation that applies to
the corresponding premium payment. No Premium Enhancement will apply if the
contract is cancelled pursuant to the Right to Cancel provision.

The full dollar amount of any Premium Enhancement applied less than one year
prior to the occurrence of any of the following events will be forfeited:

     1)   Exercise of Nursing Care and Terminal Condition Withdrawal Option;

     2)   Exercise of Unemployment Waiver; or

     3)   A Death Benefit is payable; or

     4)   Upon annuitization.

The Surrender Charge provision of Section 5, is replaced by the following
language:

SURRENDER CHARGES

Amounts withdrawn in excess of the surrender charge-free amount specified in the
Withdrawal provisions above are subject to a surrender charge. The amount of
this charge, if any, will be a percentage, as shown in the table below, of the
amount of premium withdrawn:

          Number of Years                    Percentage of
           Since Premium                  Premium Withdrawn
           Payment Date

                 0-1                               9%
                 1-2                               8%
                 2-3                               7%
                 3-4                               6%
                 4-5                               5%
                 5-6                               4%
                 6-7                               3%
                 7-8                               2%
                 8-9                               1%
                 9 or more                         0%

For Surrender Charge purposes, all earnings including Premium Enhancement are
considered to be withdrawn first. After all earnings are withdrawn then the
oldest premium payment is the first premium payment considered to be withdrawn.
If the amount withdrawn exceeds this, the next oldest premium payment is
considered to be withdrawn, and so on until the most recent premium payments are
deemed to be withdrawn (the procedure being applied to Withdrawals of premium is
a "First-In, First-Out" or FIFO procedure).

                    Signed for Us at our Home Office.



       [GRAPHIC REMOVED HERE]                 [GRAPHIC REMOVED HERE]

             SECRETARY                               PRESIDENT

RER 702