S-8

PAGE 1

                                         Registration No. 33-    

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                            FORM S-8
                     REGISTRATION STATEMENT
                            UNDER THE
                     SECURITIES ACT OF 1933

                    TRANSAMERICA CORPORATION
       (Exact name of issuer as specified in its charter)


           DELAWARE                          94-0932740
   (State or jurisdiction of              (I.R.S. Employer
 incorporation or organization)         Identification No.)

     600 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
            (Address of Principal Executive Offices)

      TRANSAMERICA CORPORATION EMPLOYEES STOCK SAVINGS PLAN
                    (Full Title of the Plan)

                      Christopher M. McLain
            Senior Vice President and General Counsel
                    Transamerica Corporation
     600 Montgomery Street, San Francisco, California 94111
             (Name and address of agent for service)

  Telephone number, including area code, of agent for service:
                         (415) 983-4000


                           Copies to:
                         John E. Aguirre
                 Orrick, Herrington & Sutcliffe
                Old Federal Reserve Bank Building
                       400 Sansome Street
                    San Francisco, CA  94111


                             Proposed     Proposed
Title of                     Maximum      Maximum
Securities       Amount      Offering     Aggregate  Amount of
  to be          to be       Price        Offering   Registration
Registered       Registered  Per Share(1) Price(1)   Fee (1)

Common Stock(2)  1,400,000   $51.75    $72,450,000.00  $24,983.00
                 shares
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(1)  Estimated solely for the purpose of calculating the
registration fee on the basis of $51.75 per share, the average of
the high and low prices reported for the Common Stock on
September 19, 1994, as reported by the NYSE.

(2)  Associated with the Common Stock are Preference Stock
Purchase Rights which will not be exercisable or be evidenced
separately from the Common Stock prior to the occurrence of
certain events.  In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.

     
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this
Registration Statement:  (i) Transamerica Corporation's (the
"Corporation") and the Transamerica Corporation Employees Stock
Savings Plan's (the "Plan") latest annual report filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"); (ii) all other reports filed by the
Corporation pursuant to Sections 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Corporation's
latest annual report; and (iii) the description of the
Corporation's common stock contained in the Corporation's
Registration Statement on Form 8-A, as it may have been amended
from time to time.  All documents filed by the Corporation or the
Plan after the date of this registration statement pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

As authorized by Section 145 of the Delaware Corporation Law, the
Corporation's Certificate of Incorporation eliminates the
personal liability of its directors to the Corporation or its
stockholders for monetary damages for any breach of fiduciary
duty as a director, except for:  (i) any breach of the duty of
loyalty to the Corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) liability under
Section 174 of the Delaware General Corporation Law (involving
certain unlawful dividends or stock repurchases) or (iv) any
transaction from which the director derived an improper personal
benefit.

As authorized by Section 145 of the Delaware Corporation Law, the
Corporation's By-Laws provide for indemnification of directors,
officers, employees and agents in certain cases.  Indemnification
shall be provided when a person is made a party or is threatened
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to be made a party to any proceeding by reason of the fact that
he or she is or was a director or officer of the Corporation or a
director, officer, employee or agent of another enterprise,
serving as such at the request of the Corporation; provided,
however, that no indemnification shall be provided to any such
person if a judgment or other final adjudication adverse to the
director or officer establishes that the director or officer did
not act in good faith and in a manner reasonably believed by him
or her to be in, or not opposed to, the best interests of the
Corporation or, with respect to any criminal proceeding, had
reasonable cause to believe that his or her conduct was unlawful;
and provided, further, that, except as to actions to enforce
indemnification rights, the Corporation shall indemnify any such
person seeking indemnification in connection with any action,
suit or proceeding (or part thereof) initiated against any such
person only if the action, suit or proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. 
When indemnification is required, the director or officer shall
be indemnified for losses, liabilities and expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by him or her in connection
therewith.

If such proceeding is brought by or on behalf of the Corporation,
such person shall be indemnified against expenses actually and
reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed
to, the best interest of the Corporation.  There can be no
indemnification with respect to any matter as to which such
person is adjudged to be liable to the Corporation; however, a
court may, even in such case, allow indemnification to such
person for such expenses as the court deems proper.

The Corporation's By-Laws provide that, notwithstanding the
foregoing, where such person is successful in any such
proceeding, he or she is entitled to be indemnified against
expenses actually and reasonably incurred by him or her.  In all
other cases, he or she is entitled to be indemnified against
expenses actually and reasonably incurred by him or her unless
the Corporation has determined that indemnification of such
person is not proper because he or she has not met the applicable
standard of conduct.

In addition to the above, the Corporation has entered into
Indemnification Agreements (the "Indemnification Agreements") 
with each of its directors.  The Indemnification Agreements
provide directors with generally the same indemnification by the
Corporation as is set forth in the immediately preceding
paragraphs except that the Indemnification Agreements differ from
the By-Laws in the following significant respects:  (1) following
a change in control (as defined) of the Corporation, approval by
PAGE 5


the Board of Directors of the Corporation of a claim initiated by
a director is not required as a condition to such person's
indemnification rights; and (2) no indemnification shall be
provided to a director if a final adjudication or judgment
adverse to such person establishes that such person did not meet
the required standard of care and such person's actions were
material to the cause of action adjudicated or, with respect to
an action brought by or in the right of the Corporation, that
such person committed an act for which personal liability has not
been eliminated under the Corporation's Certificate of
Incorporation.

The Indemnification Agreements also provide for (i) arbitration
of indemnification claims after a change in control of the
Corporation, (ii) if a potential change in control or a change in
control occurs, the establishment of a trust for the benefit of
an indemnitee of reasonably anticipated indemnification amounts,
and (iii) if the indemnification provided in the Indemnification
Agreements is not available, contribution by the Corporation
based on the relative benefits to the Corporation and the
indemnitee and the relative fault of the Corporation and the
indemnitee.

There is directors and officers liability insurance currently in
force which insures directors and officers of the Corporation. 
The policy covers losses for which the Corporation shall be
required or permitted by law to indemnify directors and officers
and which result from claims made against such directors or
officers based upon the commission of wrongful acts in the
performance of their duties.  The policy also covers losses which
the directors or officers must pay as the result of claims
brought against them based upon the commission of wrongful acts
in the performance of their duties and for which they are not
indemnified by the Corporation.  The losses covered by the policy
are subject to certain exclusions and do not include fines or
penalties imposed by law or other matters deemed uninsurable
under the law.  The policy contains certain deductible
provisions.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.    EXHIBITS

4.1  The Transamerica Corporation Employees Stock Savings Plan,
     January 1, 1993 Amendment and Restatement, as amended by
     Amendment No. 1.
PAGE 6

5.1  Undertaking re Status of Favorable Determination Letter
     Covering the Plan.

           The Company hereby undertakes to submit the Employees
Stock Savings Plan (the "Plan") and any future amendment or
amendments thereto to the Internal Revenue Service (the "IRS")
and will make all changes required by the IRS in order to receive
a favorable determination letter from the IRS concerning the
Plan's qualification under Section 401(a) and related provisions
of the Internal Revenue Code of 1986, as amended.

     23.1  Consent of Independent Auditors.

     23.2  Consent of Independent Auditors.

     24.1  Power of Attorney of Directors.

     24.2 Power of Attorney of Plan Administration Committee.


ITEM 9.     UNDERTAKINGS

  (a)  The undersigned registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

            (i)  To include any prospectus required by section
10(a)(3) of the Securities Act;

           (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

          (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;

       Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;

       (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
PAGE 7

the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and

       (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

  (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

  (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant 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 governed by the final
adjudication of such issue.
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                             Signatures

THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco,
State of California on the 22nd day of September, 1994.

TRANSAMERICA CORPORATION
     (Registrant)

/s/ Burton E. Broome
Burton E. Broome
Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

   Signature                    Title                 Date

Principal
Executive Officer:         
                           
/s/ Frank C. Herringer  
Frank C. Herringer        President and Chief      September 22, 1994
                          Executive Officer

Principal
Financial Officer:

/s/ Edgar H. Grubb      
Edgar H. Grubb            Executive Vice President  September 22, 1994
                          and Chief Financial Officer

Principal
Accounting Officer:

/s/ Burton E. Broome    
Burton E. Broome           Vice President and       September 22, 1994
                           Controller
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Directors:

*/s/ Myron Du Bain      
Myron Du Bain              Director                 September 22, 1994

*/s/ Sam Ginn           
Sam Ginn                   Director                 September 22, 1994

*/s/ James R. Harvey    
James R. Harvey            Director                 September 22, 1994

*/s/ Frank C. Herringer 
Frank C. Herringer         Director                 September 22, 1994

*/s/ Gordon E. Moore     
Gordon E. Moore            Director                 September 22, 1994

*/s/ Raymond F. O'Brien  
Raymond F. O'Brien         Director                 September 22, 1994

*/s/ Condoleezza Rice    
Condoleezza Rice           Director                 September 22, 1994

*/s/ Charles R. Schwab   
Charles R. Schwab          Director                 September 22, 1994

*/s/ Forrest N. Shumway  
Forrest N. Shumway         Director                 September 22, 1994

*/s/ Peter V. Ueberroth  
Peter V. Ueberroth         Director                 September 22, 1994

*By:  /s/ Burton E. Broome
Burton E. Broome
Attorney-in-Fact

A majority of the members of the Board of Directors.


PAGE 10 


THE PLAN

Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on the 22nd day of September, 1994.

   Signature                    Title                 Date

*/s/ Burton E. Broome       Administration          September 22, 1994
Burton E. Broome           Committee Member


*/s/ Diane O. Berry         Administration          September 22, 1994
Diane O. Berry             Committee Member


*/s/ Margaret Gage          Administration          September 22, 1994
Margaret Gage              Committee Member


*/s/ Richard H. Finn        Administration          September 22, 1994
Richard H. Finn            Committee Member


*/s/ Edgar H. Grubb         Administration          September 22, 1994
Edgar H. Grubb             Committee Member


*/s/ Rona I. King           Administration          September 22, 1994
Rona I. King               Committee Member


*/s/ Ruth Ellen Saarinen    Administration          September 22, 1994
Ruth Ellen Saarinen        Committee Member


*By: /s/ Burton E. Broome  
Burton E. Broome      
Attorney-in-Fact




A majority of the members of the Administration Committee.
PAGE 11

                          EXHIBIT INDEX

4.1  Transamerica Corporation Employees Stock Savings Plan,
     January 1, 1993 Amendment and Restatement, as amended by
     Amendment No. 1.

5.1  Undertaking re Status of Favorable Determination Letter
     Covering the Plan (see Item 8 of this Registration
     Statement).

23.1 Consent of Independent Auditors.

23.2 Consent of Independent Auditors.

24.1 Power of Attorney of Directors.

24.2 Power of Attorney of Plan Administration Committee.

EX-4.1

PAGE 1
                                                       Exhibit 4.1


                    TRANSAMERICA CORPORATION
                  EMPLOYEES STOCK SAVINGS PLAN
                  (January 1, 1993 Restatement)


          TRANSAMERICA CORPORATION, having established the
Employees Stock Savings Plan, effective May 1, 1964, and amended
and restated the Plan on numerous prior occasions, hereby again
amends and restates the Plan in its entirety, effective as of
January 1, 1993 (except as otherwise specified herein and in
Appendix A) as follows:

                            SECTION 1
                           OBJECTIVES

          The Plan was established and is maintained for the
benefit of Eligible Employees of Transamerica and its
participating Affiliates, in order:

          (1)  To afford Eligible Employees the opportunity to
acquire a common stock interest in Transamerica Corporation and
certain other investments on a continuing basis; and

          (2)  To provide Eligible Employees with a means of
supplementing their retirement income on a tax-favored basis.

Prior to December 30, 1987, the Plan was intended to qualify as a
profit-sharing plan under section 401(a) of the Code that included
a qualified cash or deferred arrangement under section 401(k) of
the Code.  As amended effective December 30, 1987, the Plan is
intended to qualify as (a) a stock bonus plan under section 401(a)
of the Code that includes a qualified cash or deferred arrangement
under section 401(k) of the Code, and (b) an employee stock
ownership plan under section 4975(e)(7) of the Code and section
407(d)(6) of ERISA.  Accordingly, as amended, the primary purpose
of the Plan is to enable Eligible Employees to acquire a common
stock interest in Transamerica Corporation, and contributions to
the Plan will be invested primarily in Transamerica Common Stock.

          As an employee stock ownership plan, the Plan is also
designed to provide a technique of corporate finance to
Transamerica Corporation.  Accordingly, the Plan may receive loans
or other extensions of credit to finance the acquisition of
Transamerica Common Stock.

          The Plan shall be treated as an employee stock ownership
plan under section 4975(e)(7) of the Code and section 407(d)(6) of
ERISA for all purposes, including but not limited to sections 133
and 404(k) of the Code.
PAGE 2


                              SECTION 2
                             DEFINITIONS

          The following words and phrases shall have the following
meanings unless a different meaning is plainly required by the
context:

          2.1  "Affiliate" shall mean (a) a corporation, trade or
business which is, together with any Employer, a member of a
controlled group of corporations or an affiliated service group or
under common control (within the meaning of section 414(b), (c) or
(m) of the Code), but only for the period during which such other
entity is so affiliated with any Employer; and (b) any other entity
required to be aggregated with any Employer pursuant to regulations
under section 414(o) of the Code.

          2.2  "After-Tax Contributions" shall mean (a) all amounts
contributed under the Plan by an Active Participant on an after-tax
basis prior to 1987, and (b) any employee after-tax contributions
included in account balances transferred to this Plan in a trust-to-
trust transfer of assets and liabilities pursuant to Section
12.5.1(a) in connection with a corporate acquisition.

          2.3  "Board of Directors" shall mean the Board of Directors
of Transamerica, as from time to time constituted. 

          2.4  "Break in Service" shall mean as to any Employee a
Computation Period for which the Employee is credited with not more
than 500 Hours of Service, and shall be deemed incurred on the last
day of such Computation Period.  Solely for purposes of determining
whether a Break in Service has been incurred, in the case of an
Employee or former Employee who is absent from active employment with
an Employer or Affiliate for any period,

          (a)  by reason of her pregnancy or the birth of his or her
     child,

          (b)  by reason of the placement of a child with the
     Employee or former Employee in connection with his or her
     adoption of such child, or

          (c)  for purposes of caring for any such child for a period
     beginning immediately following such birth or placement,

"Hour of Service" shall mean each hour which is not credited as an
Hour of Service under Section 2.20 (because the Employee or former
Employee is not paid or entitled to payment therefor) but which would
otherwise normally have been credited to such individual (but for
such absence) under Section 2.20.1.  In any case in which an Employer
or Affiliate is unable to determine the number of hours which would
otherwise normally have been credited to the Employee or former
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Employee (but for such absence), such individual shall be credited
with eight (8) Hours of Service for each day of such absence. 
Notwithstanding the foregoing, (1) Hours of Service shall be credited
under this Section 2.4 only in the case of an absence which commences
after 1984, (2) no more than 501 Hours of Service shall be credited
under this Section 2.4 to any individual on account of any single
pregnancy, birth or placement, and (3) the hours described in this
Section 2.4 shall be treated as Hours of Service (A) only for the
Computation Period in which the absence from active employment
begins, if the Employee or former Employee would thereby be prevented
from incurring a Break in Service in such Computation Period, or
(B) in any other case, for the next following Computation Period.

          2.5  "Cash Reserve" shall mean Transamerica Cash Reserve,
Inc., a regulated investment company (within the meaning of
section 851(a) of the Code) incorporated in Maryland on January 17,
1980, the custodian for which is a bank (within the meaning of
section 401(d)(1) of the Code).

          2.6  "Code" shall mean the Internal Revenue Code of 1986,
as amended.  Reference to a specific section of the Code shall
include such section, any valid regulation promulgated thereunder,
and any comparable provision of any future legislation amending,
supplementing or superseding such section.

          2.7  "Committee" shall mean the administrative committee
appointed by the Chief Executive Officer of Transamerica and charged
with the general administration of the Plan pursuant to Section 11. 
Notwithstanding the foregoing, to the extent necessary to ensure that
transactions involving the Plan shall be exempt from the provisions
of section 16 of the Securities Exchange Act of 1934, for purposes of
those Plan provisions authorizing the Committee to exercise
discretion with regard to the selection of any officer of the Company
to whose Account shares of Transamerica Common Stock may be
allocated, or the determination of the number, or maximum number, of
shares which may be so allocated, "Committee" shall mean the
Management Development and Compensation Committee of the Board of
Directors. 

          2.8  "Computation Period" shall mean for each (a) Employee,
each period of 12 consecutive months beginning on his or her Date of
Hire and each anniversary of that Date; and (b) Rehired Employee who
is rehired after incurring a one-year Break in Service, each period
of 12 consecutive months beginning on his or her Date of Rehire and
each anniversary of that Date.

          2.9  "Date of Hire" shall mean the first date on which an
Employee completes an Hour of Service under Section 2.20.1.

          2.10  "Date of Rehire" shall mean the first date on which a
Rehired Employee completes an Hour of Service under Section 2.20.1.
PAGE 4


          2.11  "Disability" shall mean or refer to a disability
which (a) the Committee has found would qualify an Employee (upon the
expiration of any applicable waiting period) for the payment of
benefits under his or her Employer's long-term disability income
plan, and (b) shall be deemed incurred on the first anniversary of
the last day on which the Employee completed an Hour of Service (as
defined in Section 2.20.1).  The Committee may (in its discretion)
waive or reduce the one-year waiting period described in clause (b)
if it determines that the disability is of such severity that it is
highly probable to last more than one year.

          2.12  "Disqualified Person" shall mean a person who is a
disqualified person (within the meaning of section 4975(e)(2) of the
Code).

          2.13  "Divested Participant" shall mean an individual who
(a) is employed by an entity or division that, before such entity or
division was divested by Transamerica,  was an Employer (or a
division of an Employer), and (b) has not had a separation from
service (within the meaning of section 401(k)(2) of the Code) with
respect to the Plan.

          2.14  "Eligible Employee" shall mean every Employee of an
Employer, except one who is included in any of the following classes
of Employees which are not eligible to become Participants:

          (a)  Employees whose contracts of employment exclude them
     from participating in the Plan,

          (b)  Hourly-paid Employees (unless the Committee designates
     an Employer's hourly-paid Employees as Eligible Employees under
     the Plan),

          (c)  Employees who are members of a collective bargaining
     unit and who are covered by a collective bargaining agreement
     which does not specifically provide for their coverage under the
     Plan,

          (d)  Employees who are employed at a division or facility
     of an Employer which is specifically excluded from coverage by
     resolution of the Employer's board of directors,

          (e)  Employees who are paid on a non-United States payroll,

          (f)  Leased Employees, and

          (g)  Inactive Employees.

          2.15  "Employee" shall mean an individual who is any one of
the following:
PAGE 5 

          (a)  employed by one of the Employers and/or Affiliates as
     a common-law employee,

          (b)  a Leased Employee, or

          (c)  an Inactive Employee,

provided, however, that if Leased Employees constitute less than
twenty percent of the Employers' and Affiliates'
non-highly-compensated work force (within the meaning of section
414(n)(5)(C)(ii) of the Code), the term "Employee" shall not include
those Leased Employees who are covered by a plan described in section
414(n)(5) of the Code.

          2.16  "Employers" shall mean Transamerica and the
participating Affiliates of Transamerica.  At such times and under
such conditions as Transamerica may direct, one or more other
Affiliates may become participating Affiliates or a participating
Affiliate may be withdrawn from the Plan.

          2.17  "Employer Contributions" shall mean the amounts
contributed under the Plan by the Employers, other than as Pre-Tax
Contributions, in accordance with Section 4.6.

          2.18  "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.  Reference to a specific section of
ERISA shall include such section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation
amending, supplementing or superseding such section.

          2.19  "Highly Compensated Employee" shall mean any Employee
who performs services for an Employer or Affiliate during the
Determination Year and who:

          (a)  During the Look-Back Year (1) was a 5 percent owner
     (within the meaning of section 414(q)(3) of the Code) (a "5%
     Owner"), (2) received Compensation in excess of $75,000 (as
     adjusted pursuant to sections 414(q)(1) and 415(d) of the Code),
     (3) received Compensation in excess of $50,000 (as adjusted
     pursuant to sections 414(q)(1) and 415(d) of the Code) and was a
     member of the Top-Paid Group for such Year, or (4) was an
     officer of an Employer or Affiliate and received Compensation
     for such Year that is greater than 50% of the dollar limitation
     in effect under section 415(b)(1)(A) and (d) of the Code or, if
     no officer has Compensation in excess of that threshold for such
     Year, the highest paid officer for such Year;

          (b)  (1) Would be described in clause (2), (3) or (4) of
     paragraph (a) above if the term "Determination Year" were
     substituted for the term "Look-Back Year" and (2) is one of the
     100 Employees who received the most Compensation during the
     Determination Year; or
PAGE 6


          (c)  Is a 5% Owner at any time during the Determination
     Year.

          (d)  Subject to the satisfaction of such conditions as may
     be prescribed under section 414(q)(12)(B)(ii) of the Code,
     Transamerica may elect for any Plan Year to apply
     paragraph (a)(2) above by substituting "$50,000" for "$75,000"
     and not to apply paragraph (a)(3) above.
          (e)  If an Employee is, at any time during a Determination
     or Look-Back Year, a spouse, lineal ascendant or descendant, or
     spouse of a lineal ascendant or descendant (a "Family Member")
     of either (1) a 5% Owner who is an active or former Employee or
     (2) a Highly Compensated Employee who is one of the ten most
     highly compensated Employees ranked on the basis of Compensation
     paid for such Year (a "Family Employee"), then for such Year the
     Family Member and the Family Employee shall be aggregated and
     treated as one Employee receiving Compensation and contributions
     under the Plan, and making Pre-Tax Contributions under the Plan,
     equal to the sum of such Compensation and contributions received
     by, and Pre-Tax Contributions made by, the Family Member and the
     Family Employee.

          (f)  The determination of who is a Highly Compensated
     Employee, including the determinations of the number and
     identity of Employees in the Top-Paid Group, the top 100
     Employees and the number of Employees treated as officers, shall
     be made in accordance with section 414(q) of the Code.

          (g)  For purposes of this Section 2.19,

               (1)  "Determination Year" means the Plan Year for
          which the determination is being made;

               (2)  "Look-Back Year" means the Plan Year immediately
          preceding the Determination Year;

               (3)  "Compensation" means compensation within the
          meaning of section 415(c)(3) of the Code and Treasury
          Regulation section 1.415-2(d)(11)(i) plus elective or
          salary reduction contributions to a cafeteria plan, cash or
          deferred arrangement or tax-sheltered annuity;

               (4)  no more than 50 Employees (or, if lesser, the
          greater of 3 Employees or 10% of the Employees of all
          Employers and Affiliates) shall be treated as officers;

               (5)  "Top-Paid Group" means the group which consists
          of the top 20% of the Employees of all Employers and
          Affiliates ranked on the basis of Compensation received
          during the year.  For purposes of determining the number of
PAGE 7

          Employees in the Top-Paid Group, Employees described in
          Code section 414(q)(8) and Q & A 9(b) of Treasury
          Regulation section 1.414(q)-1T are excluded;

               (6)  A former Employee who had a Separation Year prior
          to the Determination Year and who was an active Highly
          Compensated Employee for either (i) such Employee's
          Separation Year, or (ii) any Determination Year ending on
          or after the Employee's 55th birthday, shall be treated as
          a Highly Compensated Employee; provided, however, that a
          former Employee who separated from service before January
          1, 1987 shall be treated as a Highly Compensated Employee
          only if the Employee was a 5% Owner or received
          Compensation in excess of $50,000 during (A) the Employee's
          Separation Year (or the year preceding such Separation
          Year), or (B) any year ending on or after such Employee's
          55th birthday (or the last year ending before such
          Employee's 55th birthday); and

               (7)  "Separation Year" generally means the
          Determination Year in which an Employee separates from
          service with all Employers and Affiliates.  An Employee's
          Separation Year shall be determined in accordance with Q &
          A 5 of Treasury Regulation section 1.414(q)-1T.

          2.20  "Hour of Service" shall mean any hour described in
Sections 2.20.1 through 2.20.4, subject to the provisions of
Sections 2.4, 2.20.5 and 2.20.6.

               2.20.1  Paid Hours Worked.  Each hour for which an
Employee is directly or indirectly paid or entitled to payment by an
Employer or Affiliate for the performance of duties shall be credited
to the Employee for the Computation Period in which the duties are
performed.

               2.20.2  Other Paid Hours.  Each hour for which an
Employee is directly or indirectly paid or entitled to payment by an
Employer or Affiliate for a period of time for reasons (such as
vacation, sickness or disability) other than for the performance of
duties, to the extent that such period is not included in a Leave of
Absence, shall be credited, up to a maximum of 501 Hours of Service
with respect to any single continuous period, to the Employee in
accordance with 29 C.F.R. Section 2530.200b-2(b) and (c), which
regulation is incorporated in the Plan by this reference.

               2.20.3  Back Pay.  Each hour for which back pay
(regardless of any mitigation of damages) has been awarded or agreed
to by an Employer or Affiliate shall be credited to the Employee for
the Computation Period or Periods to which the award or agreement
pertains.
PAGE 8


               2.20.4  Leave of Absence.  Each hour of any period
during which an Employee is on a Leave of Absence, except to the
extent that such hour is credited under Section 2.4, shall be
credited to the Employee on a uniform and nondiscriminatory basis.

               2.20.5  Other Rules.  Hours of Service shall be
credited under only one of Sections 2.20.1 through 2.20.4 for any
single continuous period of employment.  An Employee shall be
credited with 190 Hours of Service for each calendar month of
employment in which he or she completes one or more Hours of Service. 
For purposes of applying this Section 2.20, the term "Employer" shall
include a predecessor employer (within the meaning of section 414(a)
of the Code) with respect to an Employer.  An Inactive Employee who
is compensated on a commissions basis shall be credited with 190
Hours of Service for each calendar month in which he or she receives
any commissions.

               2.20.6  Pre-1975 Hours.  Notwithstanding the
foregoing, no period of an Employee's employment prior to 1975 with
an Affiliate which was not at the time an Employer shall be included
in his Hours of Service under this Section 2.20.

          2.21  "Leased Employee" shall mean an individual who is a
leased employee (within the meaning of section 414(n)(2) of the Code)
of an Employer.

          2.22  "Inactive Employee" is any individual who is not a
common law employee of an Employer, but who has entered into an
agency contract with an Employer, provided that his or her service
under such agency contract is recognized for benefit accrual purposes
under a pension plan of a U.S. Affiliate or a registered retirement
plan of a Canadian Affiliate.

          2.23  "Interim Fund" shall mean the separate account
maintained to record the Employer Contributions and earnings thereon
that are to be applied by the Trustee to repay a Securities
Acquisition Plan Loan. 

          2.24  "Investment Funds" shall mean the investment funds
designated by the Committee pursuant to Section 4.4 for the
investment of Pre-Tax Contributions, After-Tax Contributions, and
Employer Contributions.  Effective as of January 1, 1993, the
Committee has designated the following Investment Funds:  (1)
Transamerica Cash Reserve Fund; (2) Transamerica Fixed Income Fund;
(3) Transamerica Bond Fund; (4) Dodge & Cox Balanced Fund; (5) T.
Rowe Price Equity Income Fund; (6) Transamerica Equity Index Fund;
(7) Transamerica Equity Fund; and (8) Transamerica Common Stock.  

          2.25  "Leave of Absence" shall mean the period of an
Employee's absence from active employment (a) authorized by an
PAGE 9
 
Employer in accordance with its established and uniformly
administered personnel policies, provided that the Employee returns
to active employment after the authorized absence period expires,
unless the Employee's failure to return is attributable to his or her
retirement, Disability or death; or (b) because of military service
in the armed forces of the United States, provided that the Employee
returns to active employment following discharge within the period
during which he or she retains reemployment rights under federal law.

          2.26  "Matched Pre-Tax Contributions" shall mean the
amounts contributed under the Plan by the Employers on behalf of, and
pursuant to deferral elections made by, an Active Participant in
accordance with Sections 3.2, 4.1.1 and 4.2.

          2.27  "Mutual Fund" shall mean the mutual funds that
previously were designated by the Committee as permissible media for
the investment of certain After-Tax, Pre-Tax and Employer
Contributions. The Mutual Funds are (1) FPA Capital Fund, (2)
Fidelity Magellan Fund, and (3) Fidelity Equity-Income Fund. 
Effective as of January 1, 1993, no new investments in the Mutual
Funds are permitted.

          2.28  "Normal Retirement Age" shall mean for each Employee
the later of (a) the date on which he or she reaches age 65, or
(b) the fifth anniversary of his or her Date of Hire.

          2.29  "Participant" shall mean an Eligible Employee who has
become a Participant in the Plan pursuant to Section 3.1 and has not
ceased to be a Participant pursuant to Section 3.5.  For each Plan
Year a Participant shall be classified as an "Active Participant" if
he or she has elected to participate in the Plan for any portion of
the Plan Year by agreeing in writing to the provisions of the Plan
and authorizing the required Pre-Tax Contributions in accordance with
Section 3.2.

          2.30  "Participant's Account" or "Account" means as to any
Participant the separate account maintained in order to reflect his
or her interest in the Plan.  Each Participant's Account shall be
comprised of one or more separate subaccounts, as follows:

               2.30.1  "After-Tax Account" shall be the subaccount
maintained to record the Participant's own After-Tax Contributions
and the adjustments relating thereto.

               2.30.2  "Employer Account" shall be the subaccount
maintained to record the Employer Contributions allocated to the
Participant's Account (and any reinstatement made pursuant to Section
9.1), and the adjustments relating thereto.

               2.30.3  "Loan Account" shall be the subaccount
maintained for the purpose of administering any loans made to the
Participant under Section 7.5.
PAGE 10


               2.30.4  "Pre-Tax Account" shall be the subaccount
maintained to record the Pre-Tax Contributions made on behalf of the
Participant and the adjustments relating thereto. 

          2.31  "Plan" shall mean the Transamerica Corporation
Employees Stock Savings Plan, as set forth in this instrument and as
heretofore or hereafter amended from time to time.

          2.32  "Plan Year" shall mean the calendar year.

          2.33  "Pre-Tax Contributions" shall mean Matched Pre-Tax
Contributions and/or Unmatched Pre-Tax Contributions.

          2.34  "Qualified Election Period" shall mean the six (6)
Plan Year period beginning with the later of (a) the first Plan Year
in which the Participant first becomes a Qualified Participant, or
(b) January 1, 1987.

          2.35  "Qualified Participant" shall mean a Participant who
has attained age 55 and completed at least ten (10) years of
participation (whether or not active participation) in the Plan.

          2.36  "Rehired Employee" shall mean a former Employee who
again becomes an Employee.

          2.37  "Salary" shall mean the types of an Employee's
compensation (including Pre-Tax Contributions made in accordance with
Sections 4.1 to 4.5) which are taken into account in determining
benefits under his or her Employer's retirement program (or would be
taken into account if the Employee were then participating in such
program); provided, however, that (a) any contributions made or
amounts credited by the Employers under this Plan or any other
employee benefit plan (other than as Pre-Tax Contributions under this
Plan, as salary deferrals under the Transamerica Corporation Stock
Savings Plan Plus, or as salary reduction contributions made pursuant
to section 125 or sections 401(k) and 402(a)(8) of the Code) or for
Social Security, group annuities, group insurance or any other
similar purpose shall be excluded; and (b) any bonuses, commissions
or extra pay shall be excluded,  unless the board of directors of an
Employer determines (by resolution applicable to all of its Eligible
Employees) to recognize performance-related bonuses, commissions or
extra pay as Salary for purposes of this Plan.  For purposes of this
Section 2.37, "extra pay" may include overtime pay, shift
differential, longevity pay, foreign service pay and/or Christmas
bonus, but shall not include any one-time special payments such as
relocation pay or lump sum payments on termination of employment for
accrued vacation and/or severance pay.

               2.37.1  Administrative Provisions.  The Committee may
determine on a nondiscriminatory basis the specific manner in which a
Participant's Salary shall be determined for purposes of applying
PAGE 11
 
Section 4.2.2.  Where an Employer's board of directors has authorized
the inclusion of extra pay, the Committee may allow Participants to
elect from time to time whether or not to have such amount(s)
included in their Salary for purposes of Section 4.2.

               2.37.2  $200,000 (Indexed) Limit.  Effective as of
January 1, 1989, no more than $200,000 (as adjusted in accordance
with section 401(a)(17) of the Code) of an Employee's Salary during a
Plan Year shall be taken into account for any purpose under the Plan. 
For purposes of applying this limit, the Salary of a Family Employee
(as defined in Section 2.19(e)) shall include the Salary of any
Family Member (as defined in Section 2.19(e)) who is a spouse or
lineal descendant of the Family Employee. 

          2.38  "Securities Acquisition Plan Loan" shall mean a loan
incurred by the Plan that is used to purchase Transamerica Common
Stock and that meets all of the requirements of Section 4.7.

          2.39  "Suspense Account" shall mean the Suspense Account
maintained by the Committee to which shall be credited all shares of
Transamerica Common Stock purchased with the proceeds of a Securities
Acquisition Plan Loan.

          2.40  "Transamerica" shall mean Transamerica Corporation, a
Delaware corporation.

          2.41  "Transamerica Common Stock" shall mean the common
stock of Transamerica or, if the common stock of Transamerica ceases
to be readily tradeable on an established securities market, the
common stock of Transamerica having a combination of voting power and
dividend rights equal to or in excess of (a) that class of common
stock of Transamerica having the greatest voting power, and (b) that
class of common stock of Transamerica having the greatest dividend
rights.

          2.42  "Transamerica Fixed Income Fund" shall mean any fixed
income investment management group pension contract issued by
Transamerica Life Insurance and Annuity Company, or its successor,
and designated by the Committee as a permissible investment for
purposes of the Plan.  The Transamerica Fixed Income Fund was
formerly referred to (and is still referred to in the Trust
Agreement) as the "Transamerica Life Fixed Income Account."

          2.43  "Trust Fund" shall mean the trust fund established by
the Trust Agreement dated as of May 1, 1964, for the purpose of
funding the benefits provided by the Plan, as provided in
Section 11.1, and maintained under that Trust Agreement as amended
from time to time.

          2.44  "Trustee" shall mean Bank of America NT&SA, as
Trustee of the Trust Fund, and any additional or substituted trustee
or trustees from time to time acting as Trustee of the Trust Fund.
PAGE 12


          2.45  "Unmatched Pre-Tax Contributions" shall mean the
amounts contributed under the Plan by the Employers on behalf of, and
pursuant to deferral elections made by, an Active Participant in
accordance with Sections 3.2, 4.1.2 and 4.2.

          2.46  "Year of Vesting Service" shall mean a Computation
Period commencing after 1975 for which an Employee is credited with
at least 1,000 Hours of Service.

               2.46.1  1976 Transition Rule.  An individual who was
an Employee on December 31, 1975, shall be credited with a Year of
Vesting Service (a) for each completed Computation Period which began
prior to 1976 and would have counted as a year of Continuous Service
under the Plan as in effect before 1976, and (b) for the Computation
Period which commenced during the Plan Year 1975 if the Employee
completed at least 1,000 Hours of Service during the Plan Year 1976.

               2.46.2  Pre-1985 Rule of Parity.  In the case of a
Participant who has no vested interest in his or her Employer Account
and who incurs a Break in Service prior to January 1, 1985, Years of
Vesting Service accumulated prior to the Break in Service shall be
disregarded if the number of his or her consecutive one-year Breaks
in Service equals or exceeds the aggregate number of Years of Vesting
Service accumulated prior to the first of such consecutive Breaks in
Service, excluding Years of Vesting Service disregarded by reason of
any prior Break(s) in Service.

               2.46.3  Post-1984 Rule of Parity.  In the case of a
Participant who has no vested interest in his or her Employer Account
and who incurs a Break in Service on or after January 1, 1985, Years
of Vesting Service accumulated prior to the Break in Service shall be
disregarded if the number of his or her consecutive one-year Breaks
in Service equals or exceeds the greater of five (5) or the aggregate
number of Years of Vesting Service accumulated prior to the first of
such consecutive Breaks in Service, excluding Years of Vesting
Service disregarded by reason of any prior Break(s) in Service.

                              SECTION 3
                    ELIGIBILITY AND PARTICIPATION

          3.1  Eligibility to Participate.  Each individual who is
both a Participant in the Plan on December 31, 1992, and an Eligible
Employee on January 1, 1993, automatically shall continue as a
Participant on January 1, 1993.  Each other Eligible Employee
automatically shall become a Participant in the Plan on the later of
(1) the first day of the calendar month next following the first
Computation Period for which he or she is credited with at least
1,000 Hours of Service, provided that he or she is employed as an
Eligible Employee on such first day; or (2) the date he or she
becomes an Eligible Employee.
PAGE 13 


               3.1.1  Rehired Employees.  A Rehired Employee who
previously satisfied the 1,000 Hours of Service eligibility
requirement shall become a Participant on the later of his or her
Date of Rehire or the date he or she becomes an Eligible Employee.  A
Rehired Employee who previously did not satisfy the 1,000 Hours of
Service eligibility requirement shall become a Participant on the
later of (a) the first day of the calendar month next following the
first Computation Period for which he or she is credited with at
least 1,000 Hours of Service, provided that he or she is employed as
an Eligible Employee on such first day; or (b) the date he or she
becomes an Eligible Employee.

               3.1.2  Employer Aggregation.  An Eligible Employee who
is employed by more than one Employer shall nevertheless be
considered an Eligible Employee for purposes of the Plan.  The total
Salary paid to the Eligible Employee by all Employers shall be deemed
to have been paid by one Employer for purposes of the Plan.

          3.2  Active Participation.  Each Participant's decision to
become an Active Participant shall be entirely voluntary.  The
Committee may require a Participant's spouse and/or his or her parent
or legal guardian to join in applying and to consent to the
provisions of the Plan.

               3.2.1  Initial Enrollment.  An Eligible Employee who
is a Participant under Section 3.1 may elect to become an Active
Participant, effective as of the first day of the first payroll
period beginning on or after the date on which he or she first
becomes a Participant pursuant to Section 3.1 (or such other date as
may be specified by the Committee), provided that he or she enrolls
in the Plan and elects to make Pre-Tax Contributions.

               3.2.2  Later Enrollment.  A Participant who does not
elect to enroll in the Plan when he or she is first eligible to
become an Active Participant under Section 3.2.1 may enroll in the
Plan, effective as of the first day of the first payroll period
beginning in any later calendar month (or such other date as may be
specified by the Committee), by electing to make Pre-Tax
Contributions.
  
               3.2.3  Procedure.  The elections described in this
Section 3.2 shall be made on forms prescribed by the Committee, and
within such advance notice period as the Committee shall specify, in
accordance with Sections 4.1 and 4.2.

          3.3  Voluntary Suspension of Participation.  An Active
Participant may suspend his or her active participation in the Plan
by suspending his or her Pre-Tax Contributions for a number of whole
calendar months, commencing with the first payroll period beginning
during any calendar month, by giving such prior written notice to his
or her Employer as may be required by the Committee.
PAGE 14
   
               3.3.1  Effect.  For the period during which an Active
Participant's active participation is suspended, he or she shall not
make any Pre-Tax Contributions nor share in the allocation of any
Employer Contributions, and such a suspended Active Participant may
not later make the Pre-Tax Contributions that he or she might
otherwise have made during the suspension period.  No distribution
shall be made to an Active Participant solely as the result of the
suspension of his or her active participation.

               3.3.2  Disability.  In the event an Active Participant
is absent on account of a disability which either would qualify for
short-term disability benefits (after the Employer has made payments
at the regular compensation rate for his or her accumulated sick
leave days) under his or her Employer's disability income plan or
constitutes a Disability (within the meaning of Section 2.11), his or
her active participation shall be deemed suspended pursuant to this
Section 3.3, except that prior written notice shall not be required
and the suspension shall be effective only during the period of
absence for such disability.

               3.3.3  Resumption.  An Active Participant whose Pre-
Tax Contributions have been suspended may resume such Contributions,
effective with respect to Salary paid for the first payroll period of
any calendar month which begins at least three (3) months after the
start of any suspension period under this Section 3.3, by again
electing to become an Active Participant in accordance with
Section 3.2.

          3.4  Mandatory Suspension of Active Participation.  If an
Active Participant ceases to be eligible to participate in the Plan
because he or she:

          (a)  ceases to be an Eligible Employee under Section 2.14,

          (b)  is transferred to employment with an Affiliate which
     is not an Employer, or

          (c)  is granted a Leave of Absence without pay,

his or her active participation shall be suspended for each calendar
month beginning during the continuance of such ineligibility status. 
Such a Participant may resume his or her active participation in the
Plan as of the beginning of any calendar month beginning after such
ineligibility status ends, by again electing to become an Active
Participant in accordance with Section 3.2.

          3.5  Termination of Participation.  An Eligible Employee
who has become a Participant shall remain a Participant until his or
her employment as an Eligible Employee with all Employers terminates
or, if he or she had been an Active Participant and remains alive,
until his or her entire vested Account balance is distributed
(whichever is later).
PAGE 15


                              SECTION 4
                 PRE-TAX AND EMPLOYER CONTRIBUTIONS

          4.1  Pre-Tax Contributions.  Each Active Participant may
elect to defer portions of his or her Salary payments and to have the
amounts of such deferrals contributed by the Employers as Pre-Tax
Contributions to the Trust Fund.

               4.1.1  Matched Pre-Tax Contributions.  An Active
Participant may elect to defer as his or her Matched Pre-Tax
Contributions a portion of each payment of Salary that would
otherwise be made to him or her, after his or her election becomes
and while it remains effective pursuant to Section 4.2, equal to any
whole percentage from 1% to 6% (inclusive) of his or her Salary;
provided, however, that the Committee may increase the maximum
percentage from 6% to any whole percentage not exceeding 15% by
action taken and communicated to Participants prior to the period
with respect to which the Committee determines that such increased
percentage may be elected.

               4.1.2  Unmatched Pre-Tax Contributions.  An Active
Participant may elect to defer as his or her Unmatched Pre-Tax
Contributions a portion of each payment of Salary that would
otherwise be made to him or her, after his or her election becomes
and while it remains effective pursuant to Section 4.2, equal to any
whole percentage from 1% to 6% (inclusive) of his or her Salary;
provided, however, that this Section 4.1.2 shall apply to a
particular Active Participant only if (a) he or she has elected the
maximum percentage permitted under Section 4.1.1, and (b) he or she
is not a Senior Participant (as defined in Section 4.1.4).

               4.1.3  Section 401(k) Ceiling.  Notwithstanding the
foregoing, the aggregate of a Participant's Pre-Tax Contributions to
the Plan and elective deferrals (within the meaning of section
402(g)(3) of the Code) under any other plan maintained by any
Employer or Affiliate shall not exceed the Section 401(k) Ceiling. 
The Committee (in its discretion) (a) may suspend or limit any
Participant's salary deferral election in order to prevent the
cumulative amount of the Salary Deferrals contributed on behalf of
the Participant for any calendar year from exceeding the Section
401(k) Ceiling, and (b) in the event of an error by the Committee or
its delegate, shall cause any amount allocated to the Plan as an
excess deferral (with or without any income allocable to that amount)
to be distributed to the Participant in accordance with section
402(g)(2)(A)(ii) of the Code.  The "Section 401(k) Ceiling" is a
dollar amount equal to $7,000 (as adjusted pursuant to sections
402(g)(5) and 415(d) of the Code).

               4.1.4  Limitations on Senior Participants.  For any
Plan Year, the Committee may limit the period for which, and/or
specify a lesser maximum percentage or amount at which, Pre-Tax
PAGE 16


Contributions may be elected by Senior Participants (as defined
below) in such manner as may be necessary or appropriate in order to
assure that the limitation described in Section 4.1.5 will be
satisfied.  In addition, for any Plan Year, the Committee may further
limit the Pre-Tax Contributions of a group consisting solely of the
most highly compensated Senior Participants.  The group (if any) that
shall be subject to such further limits shall be  determined by the
Committee in its sole discretion.  All Participants who are Eligible
Employees at any time during a Plan Year (whether or not they are
Active Participants), and who are Highly Compensated Employees with
respect to the Plan Year, shall be "Senior Participants," and all
other Participants shall be "Junior Participants" for the Plan Year.

               4.1.5  Deferral Percentage Limitation.  Effective as
of January 1, 1987, in no event shall the actual deferral percentage,
determined in accordance with Section 4.1.6 (the "ADP"), for the
Senior Participants for a Plan Year exceed the maximum ADP, as
determined by reference to the ADP for the Junior Participants, in
accordance with the following table:

      If the ADP for the
      Junior Participants          Then the Maximum ADP for
      ("JPs' ADP") is:             the Senior Participants is:

          Less than 2%                   2.0 x JPs' ADP
          2% to 8%                       JPs' ADP + 2%
          More than 8%                   1.25 x JPs' ADP

                4.1.6  Actual Deferral Percentage.  The actual
deferral percentage for the Senior or Junior Participants for a Plan
Year shall be calculated by computing the average of the deferral
percentages (calculated separately for each Senior or Junior
Participant) (the "Deferral  Rates") determined by dividing (1) the
total of all Pre-Tax Contributions made by the Participant and
credited to his or her Pre-Tax Account for the Plan Year, by (2) the
Participant's Testing Compensation (as defined in Section 4.1.7) for
the Plan Year.  In computing a Participant's Deferral Rate, the
following special rules shall apply:

           (a)  If any Employer or Affiliate maintains any other cash
      or deferred arrangement which is aggregated by Transamerica
      with this Plan for purposes of applying section 401(a)(4) or
      410(b) of the Code, then all such cash or deferred arrangements
      shall be treated as one plan for purposes of applying Section
      4.1.5.

           (b)  If a Senior Participant is a participant in any other
      cash or deferred arrangement maintained by any Employer or
      Affiliate, then the separate Deferral Rates determined for the
      Participant under all such cash or deferred arrangements shall
      be aggregated with the separate Deferral Rate determined under
PAGE 17


      this Section 4.1.6 for the Participant for purposes of applying
      Section 4.1.5.

                4.1.7  Testing Compensation.  For purposes of
Section 4.1.6, "Testing Compensation" with respect to any Participant
shall mean the sum of (a) his or her Total Compensation (as defined
in Section 4.8.2(c)), and (b) his or her Pre-Tax Contributions and
any other amounts which are contributed to an employee benefit plan
by any Employer or Affiliate pursuant to a salary reduction agreement
and not includable in gross income under section 125, 402(a)(8),
402(h) or 403(b) of the Code; provided, however, that for purposes of
determining Testing Compensation, the following special rules shall
apply:

           (a)  For any Plan Year, the Committee may specify an
      alternate definition of Testing Compensation provided that such
      alternate definition satisfies section 414(s) of the Code;

           (b)  For any Plan Year, the Committee may specify that
      compensation for periods prior to the time that an individual
      becomes a Participant shall not be taken into account as
      Testing Compensation (provided that such rule is applied
      uniformly to all Participants); and

           (c) No amount in excess of $200,000 (as adjusted annually
      for cost of living increases in accordance with
      section 401(a)(17) of the Code) shall be taken into account for
      any Participant under this Section 4.1.7 for any Plan Year. 
      For purposes of applying this limit, the Testing Compensation
      of a Family Employee (as defined in Section 2.19(e)) shall
      include the Testing Compensation of any Family Member (as
      defined in Section 2.19(e)) who is a spouse or lineal
      descendant of the Family Employee. 

                4.1.8  Excess Deferrals.  No later than March 1 of
any year, a Participant may give written notice to the Committee that
he or she is allocating an amount to the Plan for the preceding
calendar year as an excess deferral (in accordance with the
provisions of Code section 402(g)(2)(A)(i)).  However, except as
provided in Section 4.1.3, the amount of any such excess deferral
shall not be distributable to the Participant until he or she
otherwise becomes entitled to a distribution under the Plan in
accordance with Section 6.1.

           4.2  Salary Deferral Elections. 

                4.2.1  Pre-Tax Contributions.  Each Active
Participant shall determine the percentage of his or her Salary that
shall be deferred and contributed to the Trust Fund as his or her
Pre-Tax Contributions, subject to the limitations of Section 4.1, at
the time he or she becomes an Active Participant, and thereafter may
PAGE 18


redetermine such percentage (a) effective for Salary paid for the
first payroll period that begins in any calendar month, and
(b) effective as of such other time as may be designated by the
Committee.  The deferral election made by an Active Participant
pursuant to this Section 4.2.1 shall remain in effect,
notwithstanding any increase or decrease in the Participant's Salary,
until his or her active participation in the Plan is terminated,
except to the extent the election is suspended in accordance with
Sections 3.3 and 3.4, changed in accordance with this Section 4.2.1
or reduced by the Committee pursuant to Section 4.1.3 or 4.1.4.  Each
Active Participant's elections pursuant to this Section 4.2.1 shall
be made in writing on such forms and during such election periods as
may be designated by the Committee.

                4.2.2  Amounts.  The amount of Pre-Tax Contributions
that shall be made on behalf of each Active Participant for each
payroll period shall be determined by each Employer consistently for
its own Employees as the amount that is the next higher whole dollar
amount, relative to the amount determined by multiplying the
percentage elected by the Active Participant pursuant to
Sections 4.1.1 and 4.1.2 by the amount of his or her Salary for that
payroll period.

                4.2.3  Potential Excess ADP.  In the event that (but
for the application of Section 4.1.3 and this Section 4.2.3) the ADP
for the Senior Participants would exceed the maximum permitted under
Section 4.1.5 for a Plan Year (the "ADP Maximum"), then, in
accordance with Section 4.1.3, the Committee in its discretion may
reduce the amount or percentage of Pre-Tax Contributions subsequently
to be contributed on behalf of the Senior Participants by such amount
or percentage as, and for as long as, the Committee in its discretion
may determine is necessary or appropriate in the circumstances then
prevailing.

                4.2.4  Actual Excess ADP.  In the event that the
Committee determines that the ADP for the Senior Participants exceeds
the ADP Maximum for a Plan Year, then the amount of the "excess
contributions" (within the meaning of section 401(k)(8)(B) of the
Code), and any income allocable thereto, contributed on behalf of
Senior Participants shall be distributed to the Participants before
the close of the Plan Year that next follows the Plan Year to which
such excess contributions relate.

           (a)  Determination of Allocable Income.  The Committee may
      designate (in its discretion) any reasonable method for
      computing the income allocable to such excess contributions for
      a Plan Year, provided that the method does not discriminate in
      favor of Highly Compensated Employees, is used consistently for
      all Participants and all corrective distributions of excess
      contributions under the Plan for the Plan Year, and is used by
      the Plan for allocating income to Participants' Accounts.  No
PAGE 19

      amount shall be included with respect to the period from the
      end of the Plan Year to the date of distribution. 

           (b)  Forfeiture of Employer Contributions.  Any Employer
      Contributions made with respect to such excess contributions
      for the Plan Year shall be forfeited and applied to reduce the
      next succeeding Employer Contribution to the Plan.  Any
      Employer Contributions with respect to such excess
      contributions that have not yet been paid to the Trust Fund
      pursuant to Section 4 shall not be so paid.

           (c)  Determination of Excess Contributions.  The amount of
      excess contributions for a Senior Participant shall be
      determined in the following manner:

                (1)  The Pre-Tax Contributions of the Senior
           Participant with the highest Deferral Rate shall be
           reduced to the extent necessary to satisfy the ADP test in
           Section 4.1.5 or to cause such Rate to equal the Deferral
           Rate of the Senior Participant with the next highest
           Deferral Rate.  This process shall be repeated until the
           ADP test is satisfied.

                (2)  The amount of excess contributions for a Senior
           Participant shall be equal to his or her Pre-Tax
           Contributions (calculated using the Participant's original
           Deferral Rate), minus his or her Pre-Tax Contributions
           calculated using the Participant's Deferral Rate as
           reduced under paragraph (1) above.

           (d)  Family Aggregation.  In the case of a Senior
      Participant whose Deferral Rate is determined under the family
      aggregation rules of Section 2.19(e), the Deferral Rate shall
      be reduced in accordance with the "leveling" method described
      in Section 4.2.4(c).  Excess contributions for the family unit
      shall be allocated among the Family Members in proportion to
      the Pre-Tax Contributions of each Family Member that have been
      combined.

                4.2.5  Incorporation By Reference.  The provisions of
Section 4.1 and this Section 4.2 are intended to satisfy the
requirements of section 401(k)(3) of the Code and, to the extent not
otherwise stated above, the provisions of section 401(k)(3) of the
Code and Treasury Regulation section 1.401(k)-1 are incorporated
herein by reference.

           4.3  Investment of Pre-Tax and After-Tax Contributions.

                4.3.1  Initial Election as to Pre-Tax Contributions. 
Each Active Participant shall indicate on his or her deferral
election made pursuant to Section 4.2, the percentages of the Pre-Tax
Contributions made on his or her behalf that are to be invested in
PAGE 20

each of the Investment Funds.  The Participant may specify as to any
Investment Fund any percentage that is a whole multiple of ten
percent (10%), provided that the total of the percentages elected
shall not exceed one hundred percent (100%).

                4.3.2  Changes for Future Pre-Tax Contributions.  An
Active Participant's instructions concerning the investment of the
Pre-Tax Contributions made on his or her behalf shall remain in
effect until they are changed in accordance with this Section 4.3.2. 
An Active Participant's investment instructions for future Pre-Tax
Contributions to be made on his or her behalf may be changed
effective as of the first payroll period that begins in any calendar
month.  The Participant may specify as to any Investment Fund any
percentage that is a whole multiple of ten percent (10%), provided
that the total of the percentages elected shall not exceed one
hundred percent (100%).  Each Active Participant's investment
instructions pursuant to this Section 4.3.2 shall be effective only
if made in writing and in such form and during such election periods
as may be designated by the Committee.

                4.3.3  Failure to Elect.  If an Active Participant
fails to elect the manner in which the Pre-Tax Contributions made on
his or her behalf are to be invested in accordance with this
Section 4.3, such Pre-Tax Contributions shall be invested in the
Transamerica Cash Reserve Fund.  Notwithstanding the preceding
sentence, for any Active Participant who (a) had an investment
election in effect on December 31, 1992, and (b) failed to make a new
election effective January 1, 1993, such prior election shall
continue to apply to his or her Pre-Tax Contributions, provided that
any amounts which would have been invested in the Mutual Funds
instead shall be invested in the Transamerica Cash Reserve Fund.

                4.3.4  Changes for Past Pre-Tax and After-Tax
Contributions.  

                (a)  General.  Effective as of February 1, 1993, each
      Participant may reallocate the investment of his or her Pre-Tax
      and After-Tax Accounts by indicating his or her choice of any
      of the Investment Funds.  The Participant may specify as to any
      Investment Fund any percentage that is a whole multiple of ten
      percent (10%), provided that the total of the percentages
      elected shall not exceed one hundred percent (100%).  Each
      Participant's investment instructions shall be effective only
      if made in writing and in such form and during such election
      periods as may be designated by the Committee.  The Committee
      may establish (and modify from time to time) all such
      procedures as may be necessary or appropriate to implement
      Participants' investment instructions.  The instructions of a
      Participant concerning the investment of the amounts allocated
      to his or her Account may be changed only in accordance with
      such procedures as the Committee may designate from time to
      time.
PAGE 21 


                (b)  Monthly Transfers.  The procedures designated by
      the Committee shall permit Participants who are Employees
      (other than Inactive Employees) to make investment changes on a
      monthly basis.

                (c)  Annual Transfers.  The procedures designated by
      the Committee shall permit Participants who are not Employees
      or who are Inactive Employees to make two investment changes in
      the 1993 Plan Year and one investment change in each subsequent
      Plan Year.

                (d)  Transamerica Fixed Income Fund.  Notwithstanding
      the foregoing, reallocations of amounts credited to the
      Transamerica Fixed Income Fund shall be permitted only upon
      maturation of the particular fixed income investment management
      contract to which such amounts are credited; provided, however,
      that pursuant to procedures adopted by the Committee,
      reallocations of the amounts credited to the Transamerica Fixed
      Income Fund shall be permitted during February 1993, without
      regard to whether such amounts are credited to a contract which
      has matured. 

                (e)  FPA Capital Fund.  Any election by a Participant
      to reallocate amounts credited to the FPA Capital Fund shall be
      ineffective unless such election requests reallocation of 100%
      of the amounts credited to the Participant's account under such
      Fund.

                (f)  Automatic Mutual Fund Follow-up Transfers for
      Employees (Other Than Inactive Employees).  If an Employee
      (other than an Inactive Employee) elects to transfer 100% out
      of a particular Mutual Fund, and additional amounts (such as
      earnings) are credited to his or her Account with respect to
      such Mutual Fund subsequent to the effective date of the
      transfer, all such additional amounts shall automatically be
      transferred, in accordance with his or her previous investment
      instruction, in the following month.

                (g)  Automatic Investment Fund and Mutual Fund
      Follow-up Transfers for Inactive Employees and Former
      Employees.  If a Participant who is not an Employee or who is
      an Inactive Employee elects to transfer 100% out of a
      particular Investment Fund or Mutual Fund, and additional
      amounts (such as earnings) are credited to his or her Account
      with respect to such Investment Fund or Mutual Fund subsequent
      to the effective date of the transfer, all such additional
      amounts automatically shall be transferred, in accordance with
      his or her previous investment instruction, in the following
      month.
PAGE 22


                (h)  Mutual Funds.  Effective as of December 31,
      1993, all amounts then credited to the Mutual Funds shall be
      reallocated to the Transamerica Cash Reserve Fund.

           4.4  Investment Funds; Transamerica Common Stock as
Primary Investment.

                4.4.1  General.  The Committee shall designate the
Investment Funds and Mutual Funds which the Trustee shall establish
and maintain for the investment of Pre-Tax Contributions, After-Tax
Contributions, and Employer Contributions.  The Trustee shall
establish and maintain the Investment Funds and Mutual Funds for the
purpose of investing such portions of Participants' Accounts as are
properly allocable to each such Fund pursuant to this Section 4.  The
Committee shall direct the Trustee to invest each Investment Fund or
Mutual Fund (a) in units, shares or other interests in one or more
common, pooled or other collective investment funds which funds are
either (1) maintained by any person described in section 3(38)(B) of
ERISA or an affiliate of such person, or (2) registered under the
Investment Company Act of 1940, or (b) in such group pension
contracts as may be designated by the Committee; provided, however,
that with respect to amounts allocable to Transamerica Common Stock,
actual shares of Transamerica Common Stock shall be credited to
Participants' Accounts in accordance with Section 4.5.

                4.4.2  Changes.  The Committee may discontinue the
availability of any of the Investment Funds or Mutual Funds and/or
may designate one or more additional Investment Funds.  The Committee
also may redesignate the collective investment funds and/or group
pension contracts in which any Investment Fund shall be invested.

                4.4.3  Transamerica Common Stock as Primary
Investment.  The Committee shall exercise its authority under this
Section 4.4 to ensure that the Plan remains primarily invested in
Transamerica Common Stock.

           4.5  Payment to Trustee; Allocation.  Amounts equal to all
Pre-Tax Contributions to be made on behalf of Active Participants in
accordance with Sections 4.1 and 4.2 for a payroll period, shall be
paid by the Employers to the Trustee, within a reasonable period
after the end of the payroll period, but in no event later than
twelve months after the last day of the Plan Year to which the Pre-
Tax Contributions are attributable, in cash or, in the case of any
Pre-Tax Contributions that have been designated for investment in
shares of Transamerica Common Stock, in the form of treasury shares
or newly issued shares of Transamerica Common Stock.  To the extent
that the Pre-Tax Contributions to be made by Employers other than
Transamerica are to be made in the form of shares of Transamerica
Common Stock, such Employers shall transfer the amount of the
Contributions to Transamerica in cash, and Transamerica shall
transfer the appropriate number of shares of Transamerica Common
PAGE 23


Stock (as determined in accordance with the next sentence) to the
Trust Fund on their behalf.  When Pre-Tax Contributions are to be
made in the form of Transamerica Common Stock, the number of shares
to be contributed shall be determined (a) by dividing the amount of
the Contribution (expressed as a dollar amount) by an amount
equivalent to the average of the closing prices of Transamerica
Common Stock as reported on the New York Composite Index for the 20
consecutive trading days immediately preceding the date of the
transfer, or (b) pursuant to such other method as shall be selected
by the Committee and communicated to the Participants.  Upon receipt
by the Trustee, the Pre-Tax Contributions paid on behalf of each
Active Participant shall be credited to his or her Pre-Tax Account,
subject to the provisions of Section 4.8, and invested in accordance
with Sections 4.3 and 4.4.  Pre-Tax Contributions shall be credited
as of the end of the month in which the related Salary deferrals
occur. 

           4.6  Employer Contributions and Forfeitures.  Subject to
the provisions of Sections 4.7 and 12, the Employers shall contribute
amounts to the Trust Fund (the "Employer Contributions") equal to 75%
of the Matched Pre-Tax Contributions paid on behalf of each Active
Participant.  Notwithstanding the foregoing, the Board of Directors
shall be authorized (without further amendment of the Plan) to
decrease the rate of Employer Contributions under this Section 4.6 to
a rate not less than 1%, and to increase the rate of Employer
Contributions under this Section 4.6 to any rate higher than 75%,
provided that the aggregate Employer Contributions for each Plan Year
shall in no event exceed 25% of the Total Compensation (as defined in
Section 4.8.2(c)) of the Active Participants for that Plan Year.

                4.6.1  Limitations on Senior Participants.  For any
Plan Year, the Committee may limit the amount of Employer
Contributions that may be allocated to the Employer Accounts of
Senior Participants (as defined in Section 4.1.4) in such manner as
may be necessary or appropriate in order to assure that the
limitation described in Section 4.6.2 will be satisfied.

                4.6.2  Contribution Percentage Limitation.  In no
event shall the actual contribution percentage, determined in
accordance with Section 4.6.3 (the "ACP"), for the Senior
Participants for a Plan Year exceed the maximum ACP, as determined by
reference to the ACP for the Junior Participants, in accordance with
the following table:
 
      If the ACP for the
      Junior Participants         Then the Maximum ACP for
      ("JPs' ACP") is:            the Senior Participants is:

         Less than 2%                  2.0 x JPs' ACP
         2% to 8%                      JPs' ACP + 2%
         More than 8%                  1.25 x JPs' ACP
PAGE 24


                4.6.3  Actual Contribution Percentage.  The actual
contribution percentage for the Senior or Junior Participants for a
Plan Year shall be calculated by computing the average of the
percentages (calculated separately for each Senior or Junior
Participant) (the "Contribution Rates") determined by dividing
(a) the total of all Employer Contributions made on behalf of the
Participant and credited to his or her Employer Account for the Plan
Year, by (b) the Participant's Testing Compensation (as defined in
Section 4.1.7) for the Plan Year.  The special aggregation rules set
forth in Section 4.1.6 with respect to the calculation of the actual
deferral percentages shall also apply to the calculation of the
actual contribution percentages.

                4.6.4  Potential Excess ACP.  In the event that (but
for the application of this Section 4.6.4) the Committee determines
that the ACP for the Senior Participants would exceed the maximum
permitted under Section 4.6.2 for a Plan Year (the "ACP Maximum"),
then, in accordance with Section 4.6.1, the Committee in its
discretion may reduce the amount of Employer Contributions
subsequently to be contributed on behalf of the Senior Participants
by such amount as, and for as long as, the Committee in its
discretion may determine is necessary or appropriate in the
circumstances then prevailing.

                4.6.5  Actual Excess ACP.  In the event that the
Committee determines that the ACP for the Senior Participants exceeds
the ACP Maximum for a Plan Year, then the amount of the "excess
aggregate contributions" (within the meaning of section 401(m)(6)(B)
of the Code), and any income allocable thereto, contributed on behalf
of Senior Participants shall be distributed to the Participants
before the close of the Plan Year that next follows the Plan Year to
which such excess contributions relate.  The amount of excess
aggregate contributions for a Senior Participant, the amount of
income allocable thereto, and the application of the family
aggregation rules shall be determined in the manner provided in
Section 4.2.4 with respect to excess contributions.

                4.6.6  Prohibition on Multiple Use.  Notwithstanding
any contrary provisions of this Plan, the multiple use of the
alternative methods of compliance with sections 401(k) and (m) of the
Code contained in sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii)
of the Code shall not be permitted.  In the event that multiple use
occurs, it shall be corrected by reducing the ADP and/or ACP for
Senior Participants (in the discretion of the Committee), and
treating such reduction as an excess contribution or excess aggregate
contribution, as appropriate, under Sections 4.2.4 and/or 4.6.5.

                4.6.7  Incorporation By Reference.  The provisions of
this Section 4.6 are intended to satisfy the requirements of section
401(m) of the Code and, to the extent not otherwise stated above, the
provisions of section 401(m) of the Code and Treasury Regulation
PAGE 25

sections 1.401(m)-1 and 1.401(m)-2 are incorporated herein by
reference.

                4.6.8  Reinstatements.  The Employers shall also
contribute to the Trust Fund the amount necessary to reinstate
previously forfeited Employer Account balances in accordance with
Section 9.1, to the extent that funds from current forfeitures are
insufficient to cover such reinstatements.

                4.6.9  Form of Contributions.  Employer Contributions
shall be paid in cash or in the form of treasury shares or newly
issued shares of Transamerica Common Stock.  To the extent that
Employer Contributions to be made by Employers other than
Transamerica are to be made in the form of shares of Transamerica
Common Stock, such Employers shall transfer the amount of their
Employer Contributions to Transamerica in cash, and Transamerica
shall transfer the appropriate number of shares of Transamerica
Common Stock (as determined in accordance with the next sentence) to
the Trust Fund on such Employers' behalf.  When Employer
Contributions are to be made in the form of shares of Transamerica
Common Stock, the number of shares to be contributed shall be
determined (a) by dividing the amount of the Contribution (expressed
as a dollar amount) by an amount equivalent to the average of the
closing prices of Transamerica Common Stock as reported on the New
York Composite Index for the 20 consecutive trading days immediately
preceding the date of the transfer, or (b) pursuant to such other
method as shall be selected by the Committee and communicated to the
Participants.

                4.6.10  Allocation and Investment.  Subject to the
limitations in Section 4.6.1 and 4.8, the Employer Contributions made
in respect of the Matched Pre-Tax Contributions credited to each
Active Participant's Account as of the end of each month shall be
credited to his or her Employer Account as of the end of the same
month.  To the extent that the Employer Contributions are made in
cash, they shall be invested in shares of Transamerica Common Stock. 
Notwithstanding the foregoing, in the event that a Securities
Acquisition Plan Loan has been made to the Trust Fund, all or part
(in accordance with the directions of the Committee) of the Employer
Contributions made to the Trust Fund pursuant to this Section 4.6
shall be initially credited to the Interim Fund, and amounts in the
Interim Fund shall be applied by the Trustee from time to time (in
accordance with the directions of the Committee) to pay the
obligations of the Trust Fund in connection with the Securities
Acquisition Plan Loan.  The shares of Transamerica Common Stock
thereby released from the Suspense Account shall be allocated to the
Employer Accounts of Active Participants in accordance with the
provisions of Section 4.7.4.  Earnings attributable to amounts
credited to the Interim Fund shall be allocated to the Interim Fund,
and shall be available for application to repay the obligations of
the Trust Fund in connection with the Securities Acquisition Plan
Loan. 
PAGE 26

                4.6.11  Forfeitures.  Amounts forfeited by former
Active Participants under Section 8.2 shall be determined monthly and
applied to reduce the next succeeding Employer Contributions, except
to the extent necessary to provide for the reinstatement of
previously forfeited Employer Account balances in accordance with
Section 9.1.

           4.7  Securities Acquisition Plan Loans.

                4.7.1  General Rules.  The Committee, upon the
specific authorization and direction of the Board of Directors, may
direct the Trustee to incur Plan loans from time to time for the
purpose of acquiring Transamerica Common Stock, provided that the
terms of any such loan shall comply with the following requirements:

           (a)  The loan shall be for a specified term, shall bear a
      reasonable rate of interest and may be secured by a collateral
      pledge of the Transamerica Common Stock so acquired and the
      earnings thereon.

           (b)  The loan shall be primarily for the benefit of Plan
      Participants and their beneficiaries.

           (c)  No other Trust assets may be pledged as collateral by
      the Trustee, and no lender shall have recourse against Trust
      assets other than any shares of Transamerica Common Stock
      remaining subject to pledge and the earnings thereon.

           (d)  Any pledge of Transamerica Common Stock must provide
      for the release of shares so pledged pursuant to either the
      "General Rule" or the "Special Rule" as set forth in Section
      4.7.2.

           (e)  Repayments of principal and interest on the loan
      shall be made by the Trustee (as directed by the Committee)
      only from

                (i) collateral given for the loan,

                (ii) Employer Contributions in cash that are made to
           meet the Plan's obligations under the loan, and

                (iii) earnings attributable to such collateral and
           the investment of such Contributions.

The proceeds of a Securities Acquisition Plan Loan may be used only
to acquire Transamerica Common Stock, to repay such Loan or to repay
a prior Securities Acquisition Plan Loan. 

                4.7.2  Suspense Account; Release from Suspense.
Shares of Transamerica Common Stock acquired by the Trust with the
proceeds of a Securities Acquisition Plan Loan shall be credited to a
PAGE 27

 
Suspense Account under the Trust.  For each Plan Year (or such
shorter period for allocation determinations as may be determined by
the Board of Directors for each Securities Acquisition Plan Loan)
(the "Allocation Period") during the term of the Loan, the number of
shares of Transamerica Common Stock to be released from the Suspense
Account and allocated to the Accounts of Participants shall be
determined pursuant to Section 4.7.2(a) or Section 4.7.2(b), as
selected by the Board of Directors for each Securities Acquisition
Plan Loan.  Subject to Section 4.7.2(c), once the Board of Directors
has selected the General or Special Rule for a Securities Acquisition
Plan Loan, that Rule shall be used exclusively for the allocation of
shares of Transamerica Common Stock purchased with the proceeds of
that Loan.

           (a)  General Rule.  For each Allocation Period beginning
      during the term of the Securities Acquisition Plan Loan, the
      number of shares of Transamerica Common Stock withdrawn from
      the Suspense Account shall be a number equal to the total
      number of shares held in the Suspense Account immediately prior
      to the withdrawal multiplied by a fraction (a) the numerator of
      which is the amount of principal and interest paid for the
      Allocation Period; and (b) the denominator of which is the sum
      of the numerator plus the principal and interest to be paid for
      all future Allocation Periods. 

           (b)  Special Rule.  For each Allocation Period beginning
      during the term of the Securities Acquisition Plan Loan, the
      number of shares of Transamerica Common Stock withdrawn from
      the Suspense Account shall be a number equal to the total
      number of shares held in the Suspense Account immediately prior
      to the withdrawal multiplied by a fraction (a) the numerator of
      which is the amount of principal paid for the Allocation
      Period; and (b) the denominator of which is the sum of the
      numerator plus the principal to be paid for all future
      Allocation Periods.  The Board of Directors may select this
      Special Rule only if (1) the Securities Acquisition Plan Loan
      provides for annual aggregate payments of principal and
      interest at a cumulative rate which is not less rapid at any
      time than level annual payments of such amounts for ten (10)
      years; (2) the interest included in any payment is disregarded
      only to the extent that it would be determined to be interest
      under standard loan amortization tables; and (3) by reason of a
      renewal, extension or refinancing, the sum of the expired
      duration of the original loan, any renewal period, any
      extension period and the duration of any new loan does not
      exceed ten (10) years.

           (c)  Released Shares.  In determining the number of shares
      to be released for any Allocation Period under either Section
      4.7.2(a) or Section 4.7.2(b), (1) the number of future
      Allocation Periods under the Securities Acquisition Plan Loan
PAGE 28


      must be definitely ascertainable and must be determined without
      taking into account any possible extensions or renewal periods;
      (2) if the Loan provides for a variable interest rate, the
      interest to be paid for all future Allocation Periods must be
      computed by using the interest rate applicable as of the end of
      the Allocation Period for which the determination is being
      made; and (3) if the shares of Transamerica Common Stock
      allocated to the Suspense Account include more than one class
      of shares, the number of shares of each class to be withdrawn
      for an Allocation Period from the Suspense Account must be
      determined by applying the applicable fraction provided for
      above to each such class.

           (d)  Multiple Classes.  Allocations shall be reflected
      separately for each class of Transamerica Common Stock, and the
      Committee shall maintain adequate records of the aggregate cost
      basis of Transamerica Common Stock allocated to each
      Participant's Account.

                4.7.3  Source of Repayment.  Each Securities
Acquisition Plan Loan shall be repaid by the Trustee (as directed by
the Committee) by application of (a) Employer Contributions (and
earnings thereon), and/or (b) cash dividends (and earnings thereon)
received by the Trust on shares of Transamerica Common Stock
allocated to the Suspense Account.  Dividends applied to repay a
Securities Acquisition Plan Loan pursuant to this Section 4.7.3 are
intended to qualify for the deduction provided in section 404(k) of
the Code. 

                4.7.4  Allocation to Participants' Accounts.  Of the
shares of Transamerica Common Stock that are released from the
Suspense Account for each Allocation Period, the number that shall be
allocated to the Employer Account of each Participant shall be
determined by multiplying the total number of shares released by a
fraction, the numerator of which is the amount of the Participant's
Matched Pre-Tax Contributions for the Allocation Period, and the
denominator of which is the total of all Participants' Matched
Pre-Tax Contributions for the Allocation Period.

                4.7.5  Default.  In the event of default upon any
Securities Acquisition Plan Loan, the value of Trust assets
transferred in satisfaction of the Loan shall not exceed the amount
of the default.  If the lender is a Disqualified Person, a Securities
Acquisition Plan Loan shall provide for a transfer of Trust assets
upon default only upon and to the extent of the failure of the Plan
to meet the payment schedule of the Loan.  For purposes of the
preceding sentence, the making of a guarantee does not make a person
a lender.
PAGE 29


           4.8  Limitations on Allocations.

                4.8.1  Annual Addition Limitation.  Notwithstanding
any contrary Plan provision, in no event shall the Annual Addition to
any Participant's Account for any Plan Year exceed the lesser of
(a) $30,000 (as adjusted for cost of living increases in accordance
with section 415(d) of the Code), or (b) 25% of the Participant's
Total Compensation.  Notwithstanding the foregoing sentence, the
regular dollar limitation specified in (a) above (and any
adjustments) may be increased by up to one hundred percent (100%) of
said amount, provided that (1) the amount of Pre-Tax Contributions
and Employer Contributions allocated to a Participant's Accounts in
excess of the regular dollar limitation is in the form of
Transamerica Common Stock or cash used to purchase Transamerica
Common Stock within thirty (30) days of the due date for filing
Transamerica's Federal income tax return for the Plan Year (including
extensions), and (2) no more than one-third (1/3) of the Pre-Tax and
Employer Contributions for that Plan Year are allocated to the
Accounts of Participants who are Highly Compensated Employees.

                4.8.2  Definitions.  Solely for purposes of this
Section 4.8, the following definitions shall apply:

           (a)  "Affiliate" shall mean a corporation, trade or
      business which is, together with any Employer, a member of a
      controlled group of corporations or an affiliated service group
      or under common control (within the meaning of section 414(b),
      (c), (m) or (o) of the Code, as modified by section 415(h) of
      the Code), but (except for purposes of paragraph (d) below)
      only for the period during which such other entity is so
      affiliated with any Employer.

           (b)  "Annual Addition" shall mean, effective as of January
      1, 1987, with respect to each Participant the sum for a Plan
      Year of (1) the share of the Pre-Tax and Employer Contributions
      made by all Employers and Affiliates and forfeitures to be
      credited to the Participant's Pre-Tax and Employer Accounts
      (excluding amounts necessary to reinstate previously forfeited
      Account balances in accordance with Section 9.1); (2) the
      Participant's After-Tax Contributions allocated for the Plan
      Year; (3) any amount allocated after 1984 to the Participant's
      individual medical account (within the meaning of section
      415(1) of the Code) under any defined benefit plan maintained
      by any Employer or Affiliate; and (4) any amount attributable
      to post-retirement medical benefits which is allocated pursuant
      to section 419A(d) of the Code to the Participant's separate
      account under a welfare benefits fund (within the meaning of
      section 419(e) of the Code) maintained by any Employer or
      Affiliate, if such amount is derived from contributions to the
      welfare benefits fund paid or accrued by the Employer or
      Affiliate after 1985 (in a taxable year of the Employer or
PAGE 30


      Affiliate ending after 1985); provided, however, that Pre-Tax
      and Employer Contributions applied to the payment of interest
      on a Securities Acquisition Plan Loan and forfeitures of
      Transamerica Common Stock purchased with the proceeds of a
      Securities Acquisition Plan Loan shall be excluded if no more
      than one third (1/3) of the Pre-Tax and Employer Contributions
      for the year for which such amounts are allocated, to the
      extent deductible under section 404(a)(9) of the Code, are
      allocated to the Accounts of Participants who are Highly
      Compensated Employees.  The Annual Addition for any Plan Year
      beginning before January 1, 1987 shall not be recomputed to
      treat all nondeductible employee contributions as an Annual
      Additions.

           (c)  "Total Compensation" shall mean the total of all
      wages, salaries, fees for professional services and other
      amounts paid to an Employee by any Employer or Affiliate for
      personal services actually rendered in the course of
      employment, including (but not limited to) bonuses, overtime,
      commissions and incentive compensation, but excluding
      (1) Pre-Tax and Employer Contributions made on his or her
      behalf in accordance with Sections 4.1 to 4.7, (2) any other
      salary reduction contributions made pursuant to section 125 or
      sections 401(k) and 402(a)(8) of the Code, (3) contributions
      made by an Employer or Affiliate to any other plan of deferred
      compensation, to the extent that the contributions are not
      includable in the gross income of the Participant for the
      taxable year in which contributed; (4) contributions made by an
      Employer or Affiliate on behalf of the Employee to a simplified
      employee pension (as described in section 408(k) of the Code),
      to the extent that such contributions are excluded from the
      Employee's gross income under section 402(h) of the Code;
      (5) any distribution to the Employee from a plan of deferred
      compensation, except any amount received from an unfunded plan
      of deferred compensation that is includable in the gross income
      of the Employee; (6) amounts realized from the exercise of a
      non-qualified stock option; (7) amounts realized when
      restricted stock or other property becomes freely transferable
      or is no longer subject to a substantial risk of forfeiture;
      (8) amounts realized from the sale, exchange or other
      disposition of stock acquired under a qualified stock option;
      and (9) other amounts that receive special tax benefits, such
      as premiums for group-term life insurance (to the extent that
      such amounts are not includable in the gross income of the
      Employee) or contributions made by an Employer or Affiliate
      toward the purchase of an annuity contract (described in
      section 403(b) of the Code).  In connection with any Securities
      Acquisition Plan Loan, the Annual Additions to a Participant's
      Account shall be determined with reference to the Employer
      Contributions applied to repay the Loan, and not with reference
      to the Transamerica Common Stock released from the Suspense
PAGE 31


      Account and allocated to the Participant's Account.  This
      definition is intended to satisfy the requirements of Treasury
      Regulation section 1.415-2(d)(1) and (2).  Notwithstanding the
      foregoing, for any Plan Year, the Committee may specify one of
      the alternate definitions set forth in Treasury Regulation
      section 1.415-2(d)(10) and (11) as the applicable definition of
      "Total Compensation" for that Plan Year.

           (d)  "Total Service" shall mean with respect to each
      Participant the total number of Plan Years in which he or she
      was an Employee of an Employer or employed by an Affiliate.

                4.8.3  Other Defined Contribution Plans.  All defined
contribution plans (terminated or not) maintained by any Employer or
Affiliate shall be considered as one plan in applying the limitations
of this Section 4.8, provided that the special increased dollar
limitation specified in Section 4.8.1 shall be taken into account
with respect to a Participant who participates in this Plan or in any
other plan that constitutes an employee stock ownership plan (within
the meaning of section 415(c)(6) of the Code).

                4.8.4  Defined Benefit Plans.  If any Participant
participates in both this Plan and one or more defined benefit plans
maintained by any Employer or Affiliate for the same Plan Year, then:

           (a)  the ratio of (1) the sum of (A) the maximum amount
      that may be allocated as an annual addition to his or her
      account under this Plan and all other defined contribution
      plans under this Section 4.8 for the Plan Year and (B) the
      Annual Additions actually made to his or her account (subject
      to section 415(e)(4) of the Code) for all of his or her prior
      Total Service to (2) the sum of the lesser of the following
      amounts (determined for each Plan Year included in his or her
      Total Service):

               (i) an amount equal to 35% of the
          Participant's Total Compensation for the Plan
          Year, or

               (ii) the product of 1.25 multiplied by the
          dollar limitation in effect under section
          415(c)(1)(A) and (d) of the Code for the Plan
          Year;

when added to:

          (b)  the ratio of (1) his or her aggregate projected
     annual retirement benefit under all such defined benefit
     plans (determined as of the end of the Plan Year) to (2) the
     lesser of (A) an amount equal to 140% of the Participant's
     average Total Compensation for the three (3) consecutive
PAGE 32


     years included in his or her Total Service in which he or
     she had the highest Total Compensation and was an active
     participant in any such defined benefit plan or (B) the
     product of 1.25 multiplied by $90,000 (as adjusted for cost
     of living increases in accordance with section 415(d) of the
     Code),

shall not exceed 1.0; provided, however, that if Transamerica has
made the election provided in section 415(e)(6) of the Code, the
amount determined under section 415(e)(6) shall be substituted
for the amount determined under clause (a)(2) above for Plan
Years ended prior to 1983.

               4.8.5  Adjustments.  If any of the limitations of
this Section 4.8 otherwise would be exceeded with respect to any
Participant for any Plan Year (after taking into account the
transitional rules applicable to the 1982 amendments to
section 415 of the Code), then the following actions, but only to
the extent necessary to avoid exceeding such limitations, shall
be taken in the following order:

          (a)  The Participant's accrued benefit under any
     defined benefit plan shall be frozen and/or the rate of its
     future accrual shall be reduced;

          (b)  The Participant's Unmatched Pre-Tax Contributions
     to this Plan for the Plan Year shall be returned; and

          (c)  The Participant's Matched Pre-Tax Contributions to
     this Plan for the Plan Year shall be returned, and the
     corresponding share of Employer Contributions shall be
     reallocated to a suspense account, and the balance credited
     to such account shall be applied to reduce the Employer
     Contributions to be contributed on behalf of and allocated
     to all eligible Participants for succeeding Plan Years in
     order of time; provided, however, that in the event that the
     Plan is terminated, any remaining balance credited the
     suspense account shall be returned to the Employers.

In no event shall any Pre-Tax Contributions be made on behalf of
or by a Participant under this Plan for a Plan Year to the extent
that so doing would cause the limitations of this Section 4.8 to
be exceeded for the Plan Year despite the adjustments made
pursuant to paragraphs (a) to (d) above.  Notwithstanding any
contrary Plan provision, the Committee (in its discretion) may at
any time during the Plan Year reduce the amount of Pre-Tax and/or
Employer Contributions which are subsequently to be made on
behalf of or by a Participant by such percentage or dollar amount
as, and for as long as, the Committee determines is necessary or
appropriate to avoid exceeding the limitations of this
Section 4.8.
PAGE 33 


          4.9  Diversification of Employer Account.

               4.9.1  Qualified Participants.  To the extent that
the number of shares of Transamerica Common Stock (determined as
of the end of each Plan Year) held in a Qualified Participant's
Pre-Tax and After-Tax Accounts is less than 25% of the total
number of shares of Transamerica Common Stock allocated to his or
her Account after 1986 (his or her "Post-1986 Stock"), he or she
shall be permitted to elect in writing, within 90 days after the
last day of each Plan Year during his or her Qualified Election
Period, to reallocate the investment of the number of shares of
Transamerica Common Stock held in his or her Employer Account
which, when added to the number of shares of Transamerica Common
Stock held in his or her Pre-Tax and After-Tax Accounts
(determined as of the end of each Plan Year), equals 25% of his
or her total number of shares of Post-1986 Stock (determined as
of the end of the Plan Year preceding the election period).  The
Participant may elect to reallocate the investment of such
portion of his or her Employer Account to any of the Investment
Funds.  During the 90-day election period following the last Plan
Year in a Qualified Participant's Qualified Election Period, the
election described in the first sentence of this Section 4.9.2
shall be available to the Participant by substituting "50%" for
"25%" in each place that it appears.  Notwithstanding the
foregoing, the number of shares of Transamerica Common Stock in a
Qualified Participant's Employer Account that is subject to
investment reallocation shall be reduced by the number of shares
of Transamerica Common Stock that have been diversified,
withdrawn or distributed by or to the Participant (whether such
shares were allocated to the Participant's Employee or Employer
Account) after December 31, 1986 and while the Participant was a
Qualified Participant; provided, however, that with respect to
any Plan Year, the number of diversified, withdrawn or
distributed shares taken into account for this purpose shall not
exceed 25% of the number of his or her shares of Post-1986 Stock
as of the end of the preceding Plan Year, reduced by the number
of shares diversified, withdrawn or distributed in accordance
with this 25% limit during prior Plan Years.  The reallocation
election available pursuant to this Section 4.9.1 shall be
irrevocable once made, and the reallocation shall be effected (1)
if the election form is submitted by the 13th day of a month, by
the end of that month, or (2) if the election form is submitted
after the 13th day of a month, by the end of the next following
month; provided, however, that a Participant may retain the right
to revoke the election during the 90-day election period by
agreeing not to have the reallocation effected until the end of
the month beginning after the expiration of the 90-day election
period.  For purposes of the preceding sentence, if the 13th day
of a month falls on a holiday or weekend, the applicable deadline
shall be the next preceding work day.
PAGE 34


               4.9.2  Beneficiaries Excluded.  Beneficiaries and
alternate payees under a qualified domestic relations order shall
not be entitled to exercise the diversification election provided
in Section 4.9.1.

               4.9.3  Determination of Amount of Post-1986 Stock. 
The portion of a Participant's Account attributable to
Transamerica Common Stock acquired by the Plan after December 31,
1986, shall be determined by multiplying the number of shares of
such Stock held in the Account by a fraction, the numerator of
which is the number of shares acquired by the Plan after
December 31, 1986 and allocated to Participants' Accounts (not to
exceed the number of shares held by the Plan on the date the
individual becomes a Qualified Participant), and the denominator
of which is the total number of such shares held by the Plan at
the date the individual becomes a Qualified Participant. 
Notwithstanding the foregoing, if a Participant supplies the
Committee with copies of his or her benefit statements showing
the exact number of shares of Transamerica Common Stock that have
been acquired by the Plan after December 31, 1986 and allocated
to his or her Account, the Participant may request that the
Committee use such number for purposes of determining his or her
Post-1986 Stock. 

               4.9.4  Participants Age 60 and Over.  Effective as
of February 1, 1993, each Participant who has attained at least
age 60 may reallocate the investment of his or her Employer
Account.  Such reallocation elections shall be subject to the
same rules as reallocation elections for the Participant's Pre-
Tax and After-Tax Accounts, and shall be governed by Section
4.3.4.


                            SECTION 5
                           ACCOUNTING

          5.1  Participants' Accounts.  At the direction of the
Committee, there shall be established for each Active Participant
and maintained for each Participant:

          (a)  A Pre-Tax Account to which shall be credited all
     Pre-Tax Contributions paid to the Trust Fund;

          (b)  An Employer Account to which shall be credited the
     Employer Contributions made in respect of his or her Matched
     Pre-Tax (and for periods prior to 1984, matched after-tax)
     Contributions, the shares of Transamerica Common Stock
     allocable to such Account pursuant to Section 4.7.4, and
     reinstatements as provided in Section 9.1;
PAGE 35


          (c)  An After-Tax Account which shall record his or her
     interest in the Trust Fund attributable to his or her
     After-Tax Contributions; and

          (d)  If the Participant has an outstanding loan in
     accordance with Section 7.5, a Loan Account to which shall
     be credited the amounts described in Section 5.4.

          5.2  Investment Earnings.  Each Participant's Account
shall initially reflect:

          (a) the number of shares of Transamerica Common Stock,
     and
          (b) the number of shares in (and/or the value of the
     Account's interests in) each of the Investment Funds and
     Mutual Funds,

which shares and/or interests were acquired with the amounts
credited thereto.  Each Participant's Account also shall be
credited periodically with the net earnings and gains (or losses)
with respect to the investments made by his or her Account.  Any
such net earnings or gains realized with respect to any
investment of any Participant's Account shall be reinvested in
additional amounts of the same investment and credited to the
Participant's Account.  Temporary cash balances arising from time
to time in any Participant's Account, pending the investment,
reinvestment or distribution of such Account, shall be invested
by the Trustee where feasible in units of the commingled
short-term investment fund maintained by the Trustee.

          5.3  Accounting Methods.  The accounting methods or
formulae to be used under the Plan for the purpose of maintaining
the Participants' Accounts shall be determined by the Committee.

          5.4  Participant Loans.  In the event a loan is to be
made to a Participant in accordance with Section 7.5, the
Committee shall direct that an amount, in cash (or its
equivalent), equal to the amount of the loan be reallocated
within the Participant's Account from subaccounts other than the
Loan Account to the Loan Account.  Interest and principal
payments on loans made to a Participant shall be allocated to the
Participant's Loan Account as received by the Trustee and, after
appropriate adjustments have been made to the Loan Account
reflecting such payments, shall be reallocated among such other
subaccounts in the Participant's Account.  The order in which
amounts are reallocated from the Loan Account to other
subaccounts in the Participant's Account, or to the Loan Account
from other subaccounts, shall be determined in accordance with
uniform and nondiscriminatory procedures adopted by the Committee
and modified by it from time to time.  Amounts reallocated to the
Participant's remaining subaccounts from the Loan Account shall
PAGE 36


be invested according to the Participant's most recent investment
directions for his or her Pre-Tax Contributions (if any) to the
Plan.

          5.5  Valuations and Reports.  The fair market value of
each Participant's Account shall be determined as of the last
business day of each Plan Year and as of such other dates as the
Committee may deem appropriate.  Each Participant shall be
furnished with periodic statements of his or her Account,
reflecting the status of his or her interest in the Plan, at
least annually.

                            SECTION 6
                          DISTRIBUTIONS

          6.1  Events Permitting Distribution.  Distribution of
the balance credited to a Participant's Account shall be made
only in the following circumstances:

               6.1.1  Upon the Participant's retirement in
accordance with the provisions of his or her Employer's
retirement program, but only if such retirement constitutes a
"separation from service" within the meaning of section
401(k)(2)(B)(i)(I) of the Code;

               6.1.2  Upon termination of the Participant's
employment from all Employers and Affiliates by reason of death
or upon the cessation of his or her active employment from all
Employers and Affiliates by reason of Disability;

               6.1.3  Upon termination of the Participant's
employment with all Employers and Affiliates (whether by reason
of resignation, dismissal or otherwise) for any reason other than
those specified in Sections 6.1.1 and 6.1.2, but only to the
extent provided in Section 8.2, and only if such termination
constitutes a "separation from service" within the meaning of
section 401(k)(2)(B)(i)(I) of the Code;

               6.1.4  Upon the Participant's exercise of his or
her withdrawal rights as to his or her Pre-Tax Account, but only
as authorized by the Committee and to the limited extent provided
in Section 7.2;

               6.1.5  Upon the Participant's exercise of his or
her withdrawal rights as to his or her After-Tax Account, but
only as authorized by the Committee and to the limited extent
provided in Section 7.3;

               6.1.6  In the case of a Participant who attains
age 70-1/2 during or after 1988, upon the April 1 that next
follows the calendar year in which he or she attains age 70-1/2,
PAGE 37 


provided that a Participant who attains age 70-1/2 during 1988
may defer his or her distribution until April 1, 1990; or

               6.1.7  In the case of an alternate payee, as
directed in a domestic relations order which the Committee
determines is a qualified domestic relations order (within the
meaning of section 414(p) of the Code).

          6.2  Times for Distribution.  Subject to the consent
provisions of Section 6.3, distributions from a Participant's
Account shall occur at the following times:

               6.2.1  Retirement or Disability.  Distributions
arising from a Participant's retirement or Disability shall be
made as soon as practicable after the distribution event occurs
or, if the Participant so elects, as soon as practicable after
the end of the Plan Year in which the event occurs; provided,
however, that if any amount is thereafter allocated to the
Participant's Account, such subsequent allocation shall be
distributed on or as soon as practicable after the 60th day next
following the end of the calendar quarter during which such
allocation is made.

               6.2.2  Death.  Distributions arising from a
Participant's death shall be made at the time specified in
Section 6.8.

               6.2.3  Employment Termination.  Distributions
arising from the termination of a Participant's employment as
described in Section 6.1.3 shall be made as soon as practicable
after the termination.

               6.2.4  Withdrawals.  Distributions arising from a
Participant's exercise of his or her withdrawal rights shall
occur at the times set forth in Section 7.2 or 7.3 (whichever
applies).

               6.2.5  Deadline.  All distributions shall be made
no later than the February 28 next following the end of the Plan
Year in which a distribution event described in Sections 6.1.1 to
6.1.3 occurs or the Participant attains Normal Retirement Age
(whichever is later); provided, however, that distributions
arising from a Participant's death shall be made at the time
specified in Section 6.8; and provided, further, that if the
amount of the distribution or the location of the Participant or
his or her beneficiary (after a reasonable search) cannot be
ascertained by such date, distribution shall be made as soon as
practicable after the earliest date on which such amount or
location (as appropriate) is ascertained.  Notwithstanding the
foregoing, if a Participant (other than a Divested Participant)
(a) remains an Employee after attaining Normal Retirement Age, or
PAGE 38


(b) qualifies for early or normal retirement under the Retirement
Plan for Salaried U.S Employees of Transamerica Corporation and
Affiliates (the "Retirement Plan"), his or her Account shall be
distributed no later than the date specified in Section 6.1.6,
and any subsequent allocations to the Account shall be
distributed by the April 1 that next follows the Plan Year to
which such allocations pertain.

          6.3  Consent Requirements.  Notwithstanding the
provisions of Section 6.2, no portion of a Participant's Account
shall be distributed to the Participant, unless the consent
provisions of this Section 6.3 are satisfied.

               6.3.1  Distributions.  If the vested balance
credited to a Participant's Account is to be distributed to him
or her on account of his or her retirement, Disability, or other
termination of employment (as described in Sections 6.1.1, 6.1.2
and 6.1.3), and such vested balance exceeded $3,500 as of the
next preceding Valuation Date (or the date of any prior
withdrawal or distribution to the Participant), no portion of the
Participant's Account shall be distributed to the Participant,
until he or she attains Normal Retirement Age, unless the
Participant consents to receive an earlier distribution. 
Furthermore, if the Participant (other than a Divested
Participant) qualifies for early or normal retirement under the
Retirement Plan, no portion of the Participant's Account shall be
distributed to the Participant, until the date specified in
Section 6.1.6, unless the Participant consents to receive an
earlier distribution.

          6.4  Form of Distribution.  Distributions from the Plan
shall be made in the form of a lump sum distribution of the
shares of Transamerica Common Stock credited to the Participant's
Account (to the extent vested in accordance with Section 8), and
cash with respect to such portion of the Participant's Account as
is invested in any Investment Fund (other than Transamerica
Common Stock) or Mutual Fund; provided, however, that the
Participant or beneficiary may elect to receive the distribution
entirely in the form of Transamerica Common Stock. 
Notwithstanding the foregoing, the following rules shall apply in
determining the form of distribution:

               6.4.1  Small Share Amounts.  If a Participant's
Account is credited with less than 100 vested shares of
Transamerica Common Stock, the Participant or beneficiary may
elect to receive that portion of the distribution in the form of
a single cash payment, rather than in the form of securities. 

               6.4.2  Fractional Shares; Valuation.  When shares
of Transamerica Common Stock are to be distributed, only full
shares shall be distributed and cash shall be distributed in lieu
PAGE 39


of any fractional share.  If cash is to be distributed in lieu of
whole or fractional shares of Transamerica Common Stock, the
amount of cash to be distributed in such cases shall be
determined on the basis of the closing price or the average of
closing prices of Transamerica Common Stock quoted in the New
York Stock Exchange Composite Transaction Index for the day or
days during such calendar month as may be designated by the
Committee in a uniform and nondiscriminatory manner.

               6.4.3  Mutual Funds and Cash Reserve.  If a
Participant (or beneficiary) so elects, the distribution of the
portion of the Participant's Account that is invested in any
Mutual Fund or in Cash Reserve shall be made by means of a
transfer of the full and fractional shares credited to the
Participant's Account to a separate account (outside of the Plan)
with the custodian of the Mutual Fund or Cash Reserve (as the
case may be) for the benefit of the recipient.  Notwithstanding
the foregoing, this Section 6.4.3 shall apply with respect to
amounts invested in Cash Reserve only if all or part of the
Participant's Account was invested in Cash Reserve on December
31, 1992.

               6.4.4  Uninvested Amounts.  Whenever a
distribution is made, subject to the right of the Participant or
beneficiary to elect to have the entire distribution made in the
form of Transamerica Common Stock, the Participant's Pre-Tax
and/or After-Tax Contributions, to the extent not theretofore
invested pursuant to Section 4.3, 4.4 or 5.4, shall be returned
to the Participant or, in the event of death, paid to his or her
beneficiary in accordance with Section 6.8, in cash.

          6.5  Direct Rollovers.  Subject to the provisions of
this Section 6.5 and such procedures as the Committee may
designate (and modify from time to time), a Participant (or
beneficiary) may elect to have all or part of his or her
distribution paid directly to the trustee or custodian of another
qualified retirement plan or individual retirement account
("IRA"), as a direct rollover of the distribution in accordance
with Code section 401(a)(31).

               6.5.1  Ineligible Distributions.  The following
portions (if any) of a distribution shall not be eligible to be
directly rolled over:  (a) the portion of any distribution that
is required to be made under Code section 401(a)(9) (relating to
distributions to Participants after age 70-1/2 and certain death
distributions to beneficiaries); and (b) the portion that
represents the return of a Participant's After-Tax Contributions.

               6.5.2  Partial Rollovers.  If a Participant or
beneficiary (a) elects to have less than 100% of the distribution
directly rolled over, or (b) elects a rollover to more than one
PAGE 40 

qualified retirement plan or IRA, the minimum amount that may be
directly rolled over to a single plan or IRA shall be $500.  

               6.5.3  Form of Rollovers.  All rollovers under
this Section 6.5 shall be subject to the provisions of Section
6.4 (regarding the permissible forms of distribution from the
Plan).

          6.6  Special Distribution Rules.  The following special
rules shall apply to all distributions under the Plan.

               6.6.1  No Life Annuities.  In no event shall any
distribution under this Plan be made in the form of a life
annuity.

               6.6.2  Deferral Limitation.  Except as provided in
Section 6.1.6, in no event shall any distribution under this Plan
be deferred beyond the end of the calendar year in which the
Participant attains age 70-1/2 or terminates his or her
employment with all Employers and Affiliates (whichever is
later).

               6.6.3  Premature Distributions.  Despite the fact
that a penalty tax may be imposed under section 72(t) of the Code
on certain distributions (including withdrawals) paid from any
Participant's Account before the date the Participant dies,
becomes disabled (within the meaning of section 72(m)(7) of the
Code), attains age 59-1/2, or separates from service during or
after the calendar year in which he or she attains age 55, such
premature distributions may be made if (but only to the extent)
permitted under applicable Plan provisions and such distribution
policies or practices as may be established by the Committee.

          6.7  Beneficiary Designations.  Each Participant may
designate, in a signed writing delivered to the Committee on such
form as it may prescribe, one or more beneficiaries to receive
any distribution which may become payable as the result of the
Participant's death.

               6.7.1  Spousal Consent.  If a Participant
designates a person other than his or her spouse as a primary
beneficiary, the designation shall be ineffective unless the
Participant's spouse consents to the designation.  Any spousal
consent required under this Section 6.7 shall be ineffective
unless it (a) is set forth in writing, (b) acknowledges the
effect of the Participant's designation of the other person as a
primary beneficiary of the Participant under the Plan, and (c) is
signed by the spouse and witnessed by an authorized agent of the
Committee or a notary public.  Notwithstanding this consent
requirement, if the Participant establishes to the satisfaction
of the Committee that such written consent may not be obtained
because there is no spouse or the spouse cannot be located, his
PAGE 41


or her designation shall be effective without spousal consent. 
Any spousal consent required under this Section 6.7 shall be
valid only with respect to the spouse who signs the consent.

               6.7.2  Changes and Failed Designations.  A
Participant may designate different beneficiaries at any time by
delivering a new designation in like manner.  Any designation
shall become effective only upon its receipt by the Committee,
and the last effective designation received by the Committee
shall supersede all prior designations.  If a Participant dies
without having designated a beneficiary, or if no beneficiary
survives the Participant, the Participant's beneficiary shall be
deemed to be, and his or her Account shall be payable to, (a) his
or her surviving spouse, (b) if the Participant is not survived
by his or her spouse, the Participant's beneficiary under his or
her Employer's group-term life insurance program (if any), or
(c) if none survives or no such program exists, the executors
and/or administrators of his or her estate.

               6.7.3  Alternate Payees.  Each alternate payee
under a qualified domestic relations order (within the meaning of
section 414(p) of the Code) may designate, on such form and in
such manner as the Committee may prescribe, one or more
beneficiaries to receive any distribution which may become
payable as the result of the alternate payee's death.  An
alternate payee may designate different beneficiaries at any time
by delivering a new designation in like manner.  Any designation
shall become effective only upon its receipt by the Committee,
and the last effective designation received by the Committee
shall supersede all prior designations.  Any designation must be
consistent with the terms of the qualified domestic relations
order.  If an alternate payee dies without having designated a
beneficiary, or if no beneficiary survives the alternate payee,
the alternate payee's remaining interest in the Plan shall be
payable to his or her estate.

          6.8  Death Distributions.  Upon the death of a
Participant, distribution of the balance credited to his or her
Account shall be made in accordance with this Section 6.8.

               6.8.1  Post-Commencement Death.  If a Participant
dies after distribution of his or her Account has commenced but
before the entire balance of the Account has been distributed,
then the remainder shall be distributed to his or her beneficiary
in a lump sum payment as soon as practicable after the date of
death.

               6.8.2  Pre-Commencement Death.  If the Participant
dies before distribution from his or her Account has commenced
(whether or not the Participant had previously terminated
employment), the entire balance of the Participant's Account
PAGE 42


shall be distributed to the Participant's beneficiary, at such
time as the beneficiary shall elect, (a) within five (5) years
after the Participant's death or, (b) if the Participant's
surviving spouse is his or her Designated Beneficiary, prior to
the date the Participant would have attained Normal Retirement
Age.

               6.8.3  Child Beneficiaries.  To the extent that
the timing of a payment would be permissible under clause (b) of
Section 6.8.2 if such payment were to be made to the
Participant's surviving spouse, such timing shall also be
permissible for a payment which is to be made to any minor child
who is the Designated Beneficiary of the Participant, if such
payment is made prior to the time the child attains age 19 or is
no longer a student and a dependent (determined in accordance
with sections 151(e) and 152 of the Code).

               6.8.4  Surviving Spouse Beneficiaries.  If any
portion of the Participant's Account is payable to the
Participant's surviving spouse as a Designated Beneficiary, and
such spouse dies before distributions have commenced to him or
her, then the distribution of such portion of the Participant's
Account shall be completed within five (5) years after the
spouse's death.

               6.8.5  For purposes of this Section 6.8, a
"Designated Beneficiary" means an individual who is designated by
the Participant as his or her beneficiary in accordance with
Section 6.7.

          6.9  Payments to Incompetents.  If any individual to
whom a benefit is payable under the Plan is a minor, or if the
Committee determines that any individual to whom a benefit is
payable under the Plan is incompetent to receive such payment or
to give a valid release therefor, payment shall be made to the
guardian, committee or other representative of the estate of such
individual which has been duly appointed by a court of competent
jurisdiction.  If no guardian, committee or other representative
has been appointed, payment may be made to any person as
custodian for such individual under the California Uniform
Transfers to Minors Act or may be made to or applied to or for
the benefit of the minor or incompetent, the incompetent's
spouse, children or other dependents, the institution or persons
maintaining the minor or incompetent, or any of them, in such
proportions as the Committee from time to time shall determine;
and the release of the person or institution receiving the
payment shall be a valid and complete discharge of any liability
of the Plan with respect to any benefit so paid.

          6.10 Effect of Disability.  If the active employment of
a Participant ceases at any time on account of his or her
PAGE 43


Disability, the Participant shall be deemed for all purposes of
this Plan to have retired under his or her Employer's retirement
program on the date his or her active employment ceases by reason
of Disability.  In such event the former Participant's Employer
Account shall be 100% vested and the entire balance credited to
his or her Account shall be distributable to him or her in the
manner and at the times set forth in this Section 6.

          6.11 Undistributable Accounts.  Each Participant and
(in the event of death) his or her beneficiary shall keep the
Committee advised of his or her current address.  If the
Committee is unable to locate the Participant or beneficiary to
whom a Participant's Account is payable under this Section 6,
(a) the Participant's Account shall be closed 35 months after the
date the Account first became distributable to such Participant
or beneficiary and (b) the balance credited to the Account shall
be reallocated among the remaining Participants' Accounts as of
the next succeeding valuation date in the same manner as Trust
Fund earnings under Section 5.2.  If the Participant or
beneficiary whose Account was closed under the preceding sentence
subsequently files a claim for distribution of his or her
Account, and if the Committee determines that such claim is
valid, then the balance previously removed upon closure of the
Account shall be restored to the Account by means of a special
contribution which shall be made to the Trust Fund by the last
Employer of the Participant.

          6.12 Put Option; Right of First Refusal.

               6.12.1  Put Option.  In the event that shares of
Transamerica Common Stock are distributed that are not readily
tradable on an established securities market, the Plan shall
provide the Participant or beneficiary with a put option that
complies with the requirements of section 409(h) of the Code. 
The put option shall provide that, if the Participant exercises
the put option, Transamerica or (if the Plan so elects) the Plan
shall repurchase the Transamerica Common Stock as follows:

          (a)  If the distribution constitutes a total
     distribution (i.e., the distribution within one taxable year
     of the vested balance to the credit of the Participant),
     payment of the fair market value of the shares of
     Transamerica Common Stock included in such distribution
     shall be made in substantially equal periodic payments (not
     less frequently than annually) over a period beginning not
     later than thirty (30) days after the Participant exercises
     the put option and not exceeding five years.  Transamerica
     (or the Plan) shall pay a reasonable rate of interest and
     provide adequate security on amounts not paid after thirty
     (30) days.
PAGE 44


          (b)  If the distribution does not constitute a total
     distribution (as defined in paragraph (a) above), payment of
     the fair market value of the shares of Transamerica Common
     Stock included in such distribution shall be made not later
     than thirty (30) days after the Participant exercises the
     put option.

               6.12.2  Right of First Refusal.  In the event that
shares of Transamerica Common Stock are distributed that are not
publicly traded, such shares may, as determined by the Committee,
be subject to a "right of first refusal."  Such a right shall
provide that, prior to any subsequent transfer, the shares must
first be offered by written offer to Transamerica, and then, if
refused by Transamerica, to the Trust Fund.  The purchase price
and other terms must not be less favorable to the seller than the
greater of (a) the fair market value of the shares, as determined
by an independent appraiser (appointed by the Board of
Directors), or (b) the price and other terms offered by a buyer,
other than an Employer or the Trust Fund, making a good faith
offer to purchase the shares.  The right of first refusal must
lapse no later than 14 days after the seller gives written notice
to Transamerica that an offer by a third party to purchase the
shares has been received.

Except as otherwise provided in this Section 6.12, no shares of
Transamerica Common Stock acquired with the proceeds of a
Securities Acquisition Plan Loan may be subject to a put, call,
buy-sell or similar arrangement while held by or when distributed
from the Plan.  The protections and rights described in this
Section 6.12 are nonterminable as to shares of Transamerica
Common Stock acquired with the proceeds of a Securities
Acquisition Plan Loan.  If this Plan ceases to be an employee
stock ownership plan (within the meaning of section 4975(e)(7) of
the Code), or after a Securities Acquisition Plan Loan is repaid,
shares of Transamerica Common Stock acquired with the proceeds of
a Securities Acquisition Plan Loan shall continue to be subject
to the provisions of this Section 6.12.


                            SECTION 7
                WITHDRAWALS AND PARTICIPANT LOANS

          7.1  General Withdrawal Rules.  Subject to the
provisions of this Section 7, a Participant may make withdrawals
from his or her (a) Pre-Tax Account in accordance with Section
7.2, and/or (b) After-Tax Account in accordance with Section 7.3. 
In no event may a Participant, prior to termination of his or her
employment with all Employers and Affiliates, make any withdrawal
or receive a distribution from his or her Employer Account.
PAGE 45


          7.2  Pre-Tax Account.  A Participant who is either an
Employee or a Divested Participant may make a financial hardship
withdrawal from his or her Pre-Tax Account, subject to the
provisions of Section 7.4.

               7.2.1  Applications.  Each application by a
Participant for a financial hardship withdrawal from his or her
Pre-Tax Account shall be submitted to the Committee in writing
and on such forms as the Committee may designate.  Action upon
any such application shall be taken by the Committee in
accordance with the rules set forth in this Section 7.2.

               7.2.2  Immediate and Heavy Financial Need.  A
withdrawal under this Section 7.2 shall be permitted only for an
immediate and heavy financial need.  For purposes of this Section
7.2, only the following shall be deemed to constitute immediate
and heavy financial needs:

          (a)  Medical expenses described in section 213(d) of
     the Code incurred by the Participant, the Participant's
     spouse, or the Participant's dependents (as defined in
     section 152 of the Code);

          (b)  Purchase (excluding any mortgage payments) of a
     principal residence of the Participant;

          (c)  Payment of tuition for the next semester, quarter
     or other segment of post-secondary education for the
     Participant, the Participant's spouse, children, or
     dependents;

          (d)  A payment to prevent the eviction of the
     Participant from his or her principal residence or to
     prevent the foreclosure on the mortgage on the Participant's
     principal residence;

          (e)  Funeral expenses of a family member;

          (f)  Loss of income due to disability of the
     Participant or the Participant's spouse;

          (g)  Excessive debt, such that basic living expenses of
     the Participant cannot be met unless the debt is immediately
     reduced;

          (h)  Back taxes (including penalties and interest) that
     are immediately due and payable;

          (i)  Motor vehicle repairs or purchase of a motor
     vehicle required for transportation to work;
PAGE 46 


          (j)  Expenses to repair damage from natural causes
     (storm, earthquake, etc.) to the Participant's principal
     residence, to the extent not covered by insurance;

          (k)  Expenses to repair and/or maintain habitability
     and prevent serious deterioration (serious roof leaks, dry
     rot, etc.) to the Participant's principal residence;

          (l)  Expenses for remodeling to expand the size of the
     Participant's principal residence to meet the needs of his
     or her growing family; and

          (m)  Such other events or circumstances as are
     designated by the Commissioner of Internal Revenue as
     immediate and heavy financial needs for purposes of section
     401(k)(2)(B) of the Code, through the publication of revenue
     rulings, notices, and other documents of general
     applicability.

               7.2.3  Payment Amount.  The amount that may be
withdrawn at any one time shall not exceed the lesser of (a) 100%
of the balance credited to the Participant's Pre-Tax Account
(valued at the date the approved financial hardship withdrawal is
processed by the Trustee), or (b) the amount required to meet the
financial obligations created by the immediate and heavy
financial need forming the basis for the withdrawal. 
Notwithstanding the foregoing, (a) for withdrawals made during
and after the 1989 Plan Year, no amounts attributable to earnings
credited to the Participant's Pre-Tax Account for periods after
December 31, 1988 may be withdrawn, and (b) the amount of a
withdrawal may be increased by the amount of income taxes and/or
penalty taxes reasonably expected to result from the withdrawal.

               7.2.4  Other Distributions.  In addition to the
requirements of Section 7.4.2 (requiring the distribution of all
other distributions available to the Participant under this Plan
prior to a hardship withdrawal under this Section 7.2), a
hardship withdrawal shall not be available to a Participant under
this Section 7.2 unless he or she has obtained all distributions,
other than hardship distributions, currently available to the
Participant under this Plan and all other tax-qualified plans
maintained by any Employer or Affiliate.

               7.2.5  Loans or Certification.  In addition to the
requirements of Section 7.4.2 (requiring the distribution of all
other distributions available to the Participant under this Plan
prior to a hardship withdrawal under this Section 7.2), a
hardship withdrawal shall not be available to a Participant under
this Section 7.2 unless the Participant:
PAGE 47 


               (a) has obtained all nontaxable loans currently
     available to the Participant under the Plan and all other
     tax-qualified plans maintained by any Employer or Affiliate;
     or

                (b) certifies in writing in such form as the
     Committee may designate that the Participant's need cannot
     reasonably be relieved:  (1) through reimbursement or
     compensation by insurance or otherwise, (2) by liquidation
     of the Participant's assets, (3) by cessation of the
     Participant's Pre-Tax Contributions to the Plan, or (4) by
     other distributions or nontaxable (at the time of the loan)
     loans from the Plan and all other tax-qualified plans
     maintained by any Employer or Affiliate, or by borrowing
     from commercial sources on reasonable commercial terms, in
     an amount sufficient to satisfy the need.  For purposes of
     this Section 7.2.5(b), the Participant's assets shall be
     deemed to include the assets of his or her spouse and
     children that are reasonably available to the Participant. 
     In addition, a need cannot reasonably be relieved by one of
     the actions specified in this Section 7.2.5(b) if the effect
     would be to increase the amount of the need.  For example,
     the need for funds to purchase a principal residence cannot
     reasonably be relieved by a Plan loan if the loan would
     disqualify the employee from obtaining other necessary
     financing.

               7.2.6  Withdrawals Limited to Once in 12 Months. 
Except for withdrawals described in Section 7.2.2(c), (relating
to tuition payments), no more than one financial hardship
withdrawal under this Section 7.2 shall be permitted during any
12 calendar months.

               7.2.7  Effect of Withdrawal on Stock Options. 
Notwithstanding any contrary Plan provision, a Participant shall
not receive a financial hardship withdrawal under this Section
7.2 unless, for each period during which his or her active
participation is suspended pursuant to Section 7.4.3(a), the
Participant agrees not to exercise any option for Transamerica
Common Stock issued to him or her under a plan maintained by
Transamerica or any Affiliate; provided, however, that the
Participant shall be permitted to exercise any such option if the
Committee determines that (a) such exercise (including a
particular manner of exercise) would be consistent with the
requirements of Treasury Regulation section
1.401(k)-1(d)(2)(iii)(B), as amended from time to time (the "Safe
Harbor"), or (b) under the circumstances then prevailing,
satisfaction of the requirements of the Safe Harbor is not
necessary to ensure the continued tax qualification of the Plan.
PAGE 48


          7.3  After-Tax Accounts.  A Participant may make a
withdrawal from his or her After-Tax Account by making a written
withdrawal request on such form and in such manner as the
Committee may designate. A Participant may make a withdrawal
under this Section 7.3 no more than once each calendar month.

               7.3.1  Payment Amount.  The amount of any
withdrawal under this Section 7.3 shall not exceed 100% of the
balance credited to the Participant's After-Tax Account.  For
purposes of this Section 7.3.1, the After-Tax Account balance
shall be determined as of the date the withdrawal is processed by
the Trustee.

          7.4  Terms and Conditions Governing Withdrawals.  Any
withdrawal made under Section 7.2 or 7.3 shall be subject to the
following conditions:

               7.4.1  Form of Payment.  The amount of any
withdrawal under Section 7.2 or 7.3 shall be distributed in a
lump sum cash payment.

               7.4.2  Priorities.  A Participant may not make a
financial hardship withdrawal under Section 7.2 from his or her
Pre-Tax Account unless he or she has withdrawn or at the same
time withdraws the entire balances credited to his or her
After-Tax Account under Section 7.3.

               7.4.3  Suspension. 

          (a)  Notwithstanding any contrary Plan provision, the
     active participation of a Participant who makes a withdrawal
     under Section 7.2 and/or a financial hardship withdrawal
     from his or her pre-tax accounts (if any) under any other
     plan maintained by Transamerica or any Affiliate which
     includes a "cash or deferred arrangement" under section
     401(k) of the Code shall be suspended (or further suspended
     if the withdrawal is made during another mandatory
     suspension period) as to Pre-Tax Contributions for a period
     of 12 months.

          (b)  Notwithstanding any contrary Plan provision, the
     active participation of a Participant who makes a withdrawal
     under 7.3 shall not be suspended (or further suspended) on
     account of such withdrawal.  Effective January 1, 1993, any
     suspension applied to a Participant because he or she made a
     withdrawal from an After-Tax Account shall be lifted.

          7.5  Participant Loans.  Effective July 1, 1993, the
Committee shall direct the Trustee to make loans to Participants
who are (a) Employees (other than Inactive Employees) and/or (b)
"parties in interest" under ERISA section 3(14) with respect to
PAGE 49


the Plan.  Such loans shall be made only in accordance with
uniform and nondiscriminatory procedures adopted by the Committee
(and modified by it from time to time), which procedures shall
(a) be in writing, (b) form a part of the Plan, and (c) comply
with ERISA Regulation section 2550.408b-1.

                            SECTION 8
              VESTING AND TERMINATION OF EMPLOYMENT

          8.1  Vesting in Participant Contributions.  A
Participant's interest(s) in his or her Pre-Tax and/or After-Tax
Accounts at all times shall be 100% vested and nonforfeitable. 
Upon termination of the Participant's employment with all
Employers and Affiliates for any reason at any time, the
balance(s) credited to his or her Pre-Tax and/or After-Tax
Accounts shall be distributable to the Participant in the manner
and at the times set forth in Section 6.

          8.2  Vesting in Employer Contributions.  A
Participant's interest in his or her Employer Account shall be
vested in accordance with the following schedule:

           Number of Years           Vested Percentage
          of Vesting Service        of Employer Account

          1 but less than 2 .............   0%
          2 but less than 3 .............   0%
          3 but less than 4 .............  25%
          4 but less than 5 .............  50%
          5 or more ..................... 100%


               8.2.1  Termination and Forfeiture.  Upon
termination of the Participant's employment with all Employers
and Affiliates for any reason at any time, the vested portion of
his or her Employer Account shall be distributable to him or her
in the manner and at the times set forth in Section 6.  Effective
as of August 1, 1992, the nonvested portion (if any) of his or
her Employer Account shall be forfeited as of the earliest of the
following dates:

          (a) The date on which the vested portion of the
     Participant's Account is distributed; or

          (b) The date on which the Participant incurs five (5)
     consecutive one-year Breaks in Service.

Any such forfeiture shall be subject to the reinstatement
provisions of Section 9.  All forfeitures shall be credited
against subsequent Employer Contributions as provided in Section
4.6.6.
PAGE 50


               8.2.2  Full Vesting.  Notwithstanding the
foregoing, if a Participant attains Normal Retirement Age prior
to termination of employment with all Employers and Affiliates,
his or her interest in his or her Employer Account shall be 100%
vested and nonforfeitable upon the attainment of Normal
Retirement Age.  

               8.2.3  Effective Date.  The provisions of this
Section 8.2 shall apply to any Participant who has at least one
Hour of Service on or after January 1, 1987 (the "Effective
Date").  The vested interest of any Participant who terminated
service with all Employers and Affiliates prior to the Effective
Date shall be determined under the terms of the Plan as in effect
on the date of his or her termination.  If a Participant who
terminated service prior to the Effective Date is reemployed by
an Employer or Affiliate on or after the Effective Date, the
provisions of this Section 8.2 shall apply only with respect to
(a) amounts not previously forfeited as of the date of
reemployment, (b) amounts reinstated to his or her Employer
Account after the date of reemployment in accordance with Section
9, and (c) amounts allocated to his or her Employer Account after
the date of reemployment.

               8.2.4  No Decrease in Vesting.  Notwithstanding
any contrary Plan provision, the vested percentage of a
Participant's Employer Account, as determined under this Section
8.2 as amended effective January 1, 1987, shall not at any time
be less than such percentage determined without regard to such
amendment.

          8.3  Transfers of Employment.  The transfer of a
Participant from employment with an Employer to employment with
another Affiliate shall not constitute a termination of
employment under the Plan.  Upon termination of his or her
employment with such other Affiliate (other than for transfer to
employment with another Affiliate), the former Participant's
employment shall be deemed then to have terminated under the
Plan.

          8.4  Vesting Schedule Amendment.  If the vested
percentage of the Employer Account of any Participant who is
credited with at least three (3) Years of Vesting Service would
be less (as to future Employer Contribution allocations) as the
result of either an amendment to Section 8.2 or the Plan's
becoming and thereafter ceasing to be a Top-Heavy Plan (as
defined in Section 14.1), then each such Participant may elect,
within a reasonable time after the amendment is adopted or the
cessation occurs, to have his or her vested percentage determined
under the Plan without regard to the amendment or cessation.  The
period during which the election may be made shall begin on the
date the amendment is adopted or the cessation occurs and shall
PAGE 51 


end on the later of (a) 60 days after such date, (b) 60 days
after the amendment becomes effective, or (c) 60 days after
written notice of the amendment or cessation is issued to the
Participant.

                            SECTION 9
                  REPAYMENTS AND REINSTATEMENTS

          9.1  Post-1975 Forfeitures and Reinstatements.

               9.1.1  Repayment.  A Rehired Employee who after
1975 suffered a forfeiture of all or a portion of his or her
Employer Account, and who did not incur a one-year Break in
Service or (if the forfeiture occurred after 1983) five (5)
consecutive one-year Breaks in Service between the date his or
her employment terminated and his or her Date of Rehire, shall be
entitled, upon again becoming an Active Participant in the Plan,
to repay to the Plan in cash the dollar value of the amount that
was distributed to him or her.

               9.1.2  Reinstatement.  Upon making a cash
repayment in accordance with Section 9.3, the Participant shall
also be entitled to reinstatement of the prior forfeiture to his
or her Employer Account.

               9.1.3  Amount of Reinstatement.  The amount
reinstated to the Participant's Employer Account shall be the
number of shares of Transamerica Common Stock that can be
purchased with the dollar value of the forfeiture.  If the
Participant makes the cash repayment, his or her After-Tax
Account shall reflect such amount as is attributable to the
repayment and his or her Employer Account shall reflect such
amount as is attributable to the reinstatement.  The
Participant's vested interest in the portion of his or her
Employer Account attributable to the reinstatement shall be
determined separately by applying the vesting schedule set forth
in Section 8.2 to the portion(s) of such Account attributable to
the reinstatement so as to reflect the prior distribution and
repayment.

          9.2  Pre-1976 or Post-Break Forfeitures.  A Rehired
Employee who before 1976 suffered a forfeiture of all or a
portion of his or her Employer Account, or who after 1975
suffered such a forfeiture after a one-year Break in Service or
(if the forfeiture occurred after 1983) five (5) consecutive
one-year Breaks in Service, shall not be entitled to repay to the
Plan the amount that was distributed to him or her, and shall not
be entitled to any reinstatement to his or her Employer Account
of the prior forfeiture.
PAGE 52


          9.3  Repayments.  Any cash repayment permitted under
Section 9.1 must be made in one lump sum within five years after
his or her Date of Rehire.  The Participant shall determine in
accordance with Section 4.3 how any such cash repayment shall be
invested.  Repayments made in accordance with this Section 9.3
shall be allocated to the Participant's After-Tax Account and
shall not be taken into account for the purpose of determining
the amount of any Employer Contributions under Section 4 or
applying the limitations provided in Section 4.8.

               9.3.1  Special 60 Day Repayment Rule. 
Notwithstanding any contrary provision of this Section 9, an
Active Participant whose Date of Rehire is within 60 days after
the date on which he or she received a distribution from the Plan
(the "Distribution Date") may make a repayment permitted under
Section 9.1 by, within 60 days after the Distribution Date,
furnishing to the Plan the Transamerica Common Stock certificate
(if any) and check (if any) that were distributed to the
Participant from the Plan.  Amounts repaid pursuant to this
Section 9.3.1 shall be credited to the Accounts from which they
were paid; provided, however, that (a) for the period during
which the repaid amounts were not held in the Trust Fund, such
amounts shall not be taken into account for purposes of crediting
investment earnings and losses, and (b) the repaid amounts shall
not again be taken into account for the purpose of determining
the amount of any Employer Contributions under Section 4 or
applying the limitations provided in Section 4.8.

               9.3.2  Special Rollover Repayment Rule. 
Notwithstanding any contrary provision of this Section 9, an
Active Participant whose Date of Rehire is within 60 days after
his or her Distribution Date may, within 60 days after the
Distribution Date, make a repayment permitted under Section 9.1
in the form of a rollover in the form of cash and/or Transamerica
Common Stock; provided, however, that such rollover (a) otherwise
is consistent with the requirements of Section 12.6, and (b) is
not made from an individual retirement plan (within the meaning
of section 7701(a)(37) of the Code).  No repayment made in
accordance with this Section 9.3.2 shall be taken into account
for the purpose of determining the amount of any Employer
Contributions under Section 4 or applying the limitations
provided in Section 4.8.

          9.4  Reinstatement Procedure.  Any reinstatement of a
prior forfeiture made pursuant to Section 9.1 (a) shall be
effected at the end of the calendar month in which the repayment
described in Section 9.1 occurs, and (b) to the extent possible
shall be charged to current forfeitures and, thereafter, to
subsequent Employer Contributions. 
PAGE 53


                           SECTION 10
                   ADMINISTRATION OF THE PLAN

          10.1 Plan Administrator.  Transamerica is hereby
designated as the administrator of the Plan (within the meaning
of section 3(16)(A) of ERISA).

          10.2 Committee.  The Plan shall be administered by a
Committee which shall consist of not less than three (3) nor more
than seven (7) members, appointed by and holding office at the
pleasure of the Chief Executive Officer of Transamerica.  The
Committee shall have the authority to control and manage the
operation and administration of the Plan as the named fiduciary
under section 402(a)(1) of ERISA.  Any member of the Committee
may resign at any time by notice in writing mailed or delivered
to the Chief Executive Officer.  The Chief Executive Officer may
remove any member of the Committee at any time and may fill any
vacancy which exists.

          10.3 Actions by Committee.  Each decision of a majority
of the members of the Committee then in office shall constitute
the final and binding act of the Committee.  The Committee may
act with or without a meeting being called or held and shall keep
minutes of all meetings held and a record of all actions taken by
written consent.  The Committee shall meet at least two (2) times
each year.

          10.4 Powers of Committee.  The Committee shall have all
discretion and powers necessary to supervise the administration
of the Plan and to control its operation in accordance with its
terms, including, but not by way of limitation, the following
powers:

          (a)  To interpret the provisions of the Plan and to
     determine, in its sole discretion, any question arising
     under, or in connection with the administration or operation
     of, the Plan;

          (b)  To determine all considerations affecting the
     eligibility of any Employee to become an Active Participant
     or remain a Participant in the Plan;

          (c)  To cause one or more separate Accounts to be
     maintained for each Participant;

          (d)  To cause Employer Contributions to be credited to
     Active Participants' Employer Accounts;

          (e)  To establish and revise an accounting method or
     formula for the Plan, as provided in Section 5.3;
PAGE 54


          (f)  To determine the manner and form in which, and to
     notify the Trustee or custodian of, any distribution to be
     made under the Plan;

          (g)  To delegate to one or more named individuals
     authority to grant or deny hardship withdrawal applications
     under Section 7.2.1 and 7.3.1;

          (h)  To determine the status and rights of Participants
     and their spouses, beneficiaries or estates;

          (i)  To instruct the Trustee or custodian with respect
     to matters within the jurisdiction of the Committee;

          (j)  To employ such counsel, agents and advisers, and
     to obtain such legal, clerical and other services, as it may
     deem necessary or appropriate in carrying out the provisions
     of the Plan;

          (k)  To establish, from time to time, rules for the
     performance of its powers and duties and for the
     administration of the Plan;

          (l)  To designate the investments to be held in the
     Investment Funds and the Mutual Funds and which group
     pension contracts are included within the term "Transamerica
     Fixed Income Fund";

          (m)  To arrange for annual distribution to each
     Participant of a statement of benefits accrued under the
     Plan;

          (n)  To establish rules and regulations by which
     requests for Plan information from Participants are
     processed expeditiously and completely;

          (o)  To notify each terminated Participant of his or
     her vested interest under the Plan;

          (p)  To publish a claims and appeal procedure
     satisfying the minimum standards of section 503 of ERISA 
     pursuant to which Participants or their spouses,
     beneficiaries or estates may claim Plan benefits and appeal
     denials of such claims; and

          (q)  To delegate to any one or more of its members or
     to any other person, severally or jointly, the authority to
     perform for and on behalf of the Committee one or more of
     the fiduciary and/or ministerial functions of the Committee
     under the Plan.
PAGE 55


          10.5 Fiduciary Responsibilities.  To the extent
permissible under ERISA, any person may serve in more than one
fiduciary capacity with respect to the Plan.  Except as required
by specific provisions of ERISA, no person who is a fiduciary
with respect to the Plan shall be under any obligation to perform
any duty or responsibility with respect to the Plan which has
been specifically allocated to another fiduciary.

               10.5.1  Investment Manager Appointment.  The
Committee in its discretion may appoint, and thereafter may
discharge, one or more investment managers (the "Investment
Managers") to manage the investment of any designated portion or
portions of the Trust Fund.  In the event of any such
appointment, the Trustee shall follow the instructions of the
Investment Manager in investing and administering Trust Fund
assets managed by the Investment Manager.

               10.5.2  Eligibility.  The person, firm or
corporation appointed as Investment Manager (a) shall be a person
described in section 3(38)(B) of ERISA, (b) shall make such
representations from time to time as the Committee may require in
order to determine its qualifications to be appointed and to
continue to serve in such capacity, and (c) shall acknowledge in
writing its status as a fiduciary with respect to the Plan upon
acceptance of its appointment.

          10.6 Decisions of Committee.  All decisions of the
Committee, and any action taken by it in respect of the Plan and
within the powers granted to it under the Plan, shall be
conclusive and binding on all persons, and subject to the claims
and appeal procedure described in Section 10.4(p), shall be given
the maximum deference permitted by law.

          10.7 Administrative Expenses.  All expenses incurred in
the administration of the Plan by the Committee, or otherwise,
including legal and Trustee's fees and expenses, shall be paid
and borne by the Employers, provided that the Committee may, to
the extent not inconsistent with ERISA, direct payment of such
expenses from the Trust Fund upon discontinuance of contributions
or termination of the Plan.

          10.8 Eligibility to Participate.  No member of the
Committee who is also an Employee shall be excluded from
participating in the Plan if otherwise eligible, but he or she
shall not be entitled, as a member of the Committee, to act or
pass upon any matters pertaining specifically to his or her own
Account under the Plan.

          10.9 Indemnification.  Each of the Employers shall, and
hereby does, indemnify and hold harmless any of its Employees,
officers or directors who may be deemed to be a fiduciary of the
PAGE 56


Plan, and the members of the Committee, from and against any and
all losses, claims, damages or liabilities (including attorneys'
fees and amounts paid, with the approval of the Board of
Directors, in settlement of any claim) arising out of or
resulting from the implementation of a duty, act or decision with
respect to the Plan, so long as such duty, act or decision does
not involve gross negligence or willful misconduct on the part of
any such individual.

          10.10 Purchases of Transamerica Common Stock. 
Effective as of May 1, 1991, the Trustee shall purchase shares of
Transamerica Common Stock directly from Transamerica.  All
purchases of Transamerica Common Stock from Transamerica shall be
for no more than adequate consideration, as defined in Section
3(18) of ERISA, which shall be deemed to be the mean between the
highest and lowest sales prices reported on the NASDAQ
consolidated transaction reporting system (or if not so reported,
the principal market on which Transamerica Common Stock is
traded) on the same day as the Trustee's purchase from
Transamerica.  Notwithstanding the foregoing, the Management
Development and Compensation Committee of the Board of Directors
shall be authorized (without further amendment of the Plan) to
(a) direct the Trustee to discontinue or resume purchases of
Transamerica Common Stock directly from Transamerica and to
discontinue or resume purchases in the open market; and
(b) determine and direct the Trustee that another method for
determining adequate consideration shall be used.


                           SECTION 11
                  TRUST FUND AND CONTRIBUTIONS

          11.1 Trust Fund.  Subject to the provisions of Section
12.1, all Employer Contributions shall be deposited in the Trust
Fund for the purposes provided in the Plan.  All assets of the
Plan shall be held in the Trust Fund and administered in trust by
the Trustee under and subject to the terms of the Plan and the
Trust Agreement under which the Trust Fund is maintained from
time to time.  The Trust Agreement shall be deemed a part of the
Plan.  All obligations and liabilities of the Trustee shall be
governed solely by the provisions of the Trust Agreement.

          11.2 No Diversion of Assets.  Each Employee,
Participant, beneficiary and other person receiving or entitled
to receive benefits under the Plan shall look solely to the
assets of the Trust Fund or assets of the Plan held by the
custodian for distributions under the Plan.  Notwithstanding any
contrary Plan provision, at no time shall any assets of the Plan
be used for, or diverted to, purposes other than for the
exclusive benefit of Employees, Participants, beneficiaries and
other persons receiving or entitled to receive benefits or
PAGE 57


payments under the Plan.  Except to the limited extent permitted
by Sections 4.8.5(c) and 11.3, no assets of the Plan shall ever
revert to or become the property of the Employers.

          11.3 Continuing Conditions on Employer Contributions. 
Any obligation to contribute Pre-Tax Contributions and/or to make
Employer Contributions to the Trust Fund is hereby conditioned
upon the continued qualification of the Plan under section 401(a)
of the Code and the exempt status of the Trust Fund under section
501(a) of the Code and upon the deductibility of such Pre-Tax
and/or Employer Contributions under section 404(a) of the Code. 
That portion of any Pre-Tax or Employer Contribution which is
contributed or made by reason of a good faith mistake of fact, or
by reason of a good faith mistake in determining the
deductibility of such Contribution, shall be returned to the
Employer as promptly as practicable, but not later than one year
after the contribution was made or the deduction was disallowed
(as the case may be).  The amount returned pursuant to the
preceding sentence shall be an amount equal to the excess of the
amount actually contributed over the amount that would have been
contributed if the mistake had not been made; provided, however,
that gains attributable to the returnable portion shall be
retained in the Trust Fund; and provided, further, that the
returnable portion shall be reduced (a) by any losses
attributable thereto and (b) to avoid a reduction in the balance
of any Participant's Account below the balance that would have
resulted if the mistake had not been made.

                           SECTION 12
               MODIFICATION OR TERMINATION OF PLAN

          12.1 Employers' Obligations Limited.  The Plan is
voluntary on the part of the Employers, and the Employers shall
have no responsibility to satisfy any liabilities under the Plan. 
Furthermore, the Employers do not guarantee to continue the Plan,
and Transamerica at any time may, by appropriate amendment of the
Plan, suspend Employer Contributions or may discontinue Employer
Contributions, with or without cause.  Complete discontinuance of
all Pre-Tax and Employer Contributions shall be deemed a
termination of the Plan.  If Employer Contributions are
suspended, each Participant shall be notified of the suspension
and each Active Participant may thereupon suspend his or her
Pre-Tax Contributions without any penalty for the period during
which Employer Contributions are suspended.

          12.2 Right to Amend or Terminate.  The Board of
Directors reserves the right to alter, amend or terminate the
Plan, or any part thereof, in such manner as it may determine for
any reason whatsoever. 
PAGE 58


               12.2.1  Committee Amendment Power. 
Notwithstanding the foregoing, any alteration or amendment to the
Plan may be effected by action of the Committee if the present
value of the future costs resulting from such alteration or
amendment would have a financial impact of less than $500,000 on
a consolidated basis.  Any such alteration or amendment adopted
by the Committee shall be subject to the approval of the Chief
Executive Officer of Transamerica (or his or her delegate),
unless the present value of the future costs resulting from such
alteration or amendment would have a financial impact of $50,000
or less on a consolidated basis.

               12.2.2  Limitations.  Any such alteration,
amendment or termination shall take effect upon the date
indicated in the document embodying such alteration, amendment or
termination, provided that (a) no such alteration or amendment
shall divest any portion of an Account that is then vested under
the Plan; (b) any alteration, amendment or termination of the
Plan or any part thereof shall be subject to Section 11.2 with
respect to the restriction against diversion of the assets of the
Plan; and (c) no amendment of the Plan which would increase the
limit on Employer Contributions above the amount provided in
Section 4.6 shall be made effective unless such amendment has
first been approved by the holders of a majority of the
outstanding shares of Transamerica Common Stock present in person
or by proxy at the meeting at which such amendment is considered.

          12.3 Effect of Termination.  If the Plan is completely
or partially terminated, or if there is a complete discontinuance
of Pre-Tax and Employer Contributions, then the interests of all
Participants affected by such termination or discontinuance in
their Employer Accounts shall become 100% vested and
nonforfeitable.  The balances credited to the Accounts of the
affected Participants may be distributed to them in the manner
and at the times set forth in Section 6.

          12.4 Disposition of Affiliates.  The following
provisions shall apply in connection with the disposition of
Affiliates.

               12.4.1.  General.  In the event of the shut-down
of a plant or facility, the sale of substantially all of the
assets used by an Affiliate in a trade or business conducted by
the Affiliate, or the sale or spin-off of at least 50% of the
outstanding voting stock of an Affiliate, the Chief Executive
Officer of Transamerica (in his or her discretion) may direct
that (a) the interest of each Participant, who ceases to be
employed by an Affiliate upon the consummation and by reason of
such shut-down, sale or spin-off (an "Affected Participant")
shall be 100% vested in his or her Employer Account, and/or (b)
the Account balances of the Affected Participant be transferred
PAGE 59

in a direct trust-to-trust transfer to a defined contribution
plan maintained for the benefit of the Affected Participants
after such transaction, and/or (c) to the extent permitted under
section 401(k) of the Code, the vested Account balances of the
Affected Participants be distributable (subject to the consent
rules in Section 6.3) during a period lasting no longer than the
end of the second Plan Year that begins after the date of such
transaction.  The Committee may adopt such procedures as it deems
necessary or appropriate to effect the provisions of this Section
12.4.1, including (but not limited to) temporarily discontinuing
Participants' rights to change their contribution and investment
instructions and to receive withdrawals, loans, and distributions
from the Plan.

               12.4.2  Delaval.  The interest of each Affected
Delaval Participant in his or her Employer Account shall be 100%
vested as of the date of the distribution ("Distribution Date")
by Transamerica of all of the shares of common stock of
Transamerica Delaval Inc.  For purposes of this Section 12.4.2,
an "Affected Delaval Participant" shall mean a Participant who,
as of the Distribution Date, is an employee of Transamerica
Delaval Inc. or one of its subsidiaries.

               12.4.3  TIG.

               (a)  Termination of Participation in the Plan. 
     The members of the TIG Group shall be withdrawn as
     participating Employers, and all TIG Participants who are
     employed by a member of the TIG Group shall cease active
     participation in the Plan, on the earlier of (i) the end of
     the last full pay period prior to the Public Offering Date,
     or (ii) the date that the TIG SSP becomes effective.

               (b)  Vesting.  Effective as of the Public Offering
     Date, each TIG Participant who was employed by a member of
     the TIG Group on or after July 1, 1992 shall be 100% vested
     in his or her Employer Account.

               (c)  Plan-to-Plan Transfer.  Transamerica shall
     cause the Account balances of all TIG Participants to be
     transferred in a plan-to-plan transfer to the TIG SSP in
     accordance with the provisions of Section 3 of the Benefits
     Agreement.

               (d)  Definitions.  For purposes of applying this
     Section 12.4.3, the following terms shall have the following
     meanings:

               (i)  "Benefits Agreement" shall mean the Employee
          Benefits and Compensation Allocation Agreement dated as
          of January 28, 1993, between Transamerica and Holdings,
          including any amendments thereto.
PAGE 60


              (ii)  "Holdings" shall mean TIG Holdings, Inc., a
          Delaware corporation.

             (iii)  "TIG Group" shall mean (i) Transamerica
          Insurance Group, a California corporation, and its
          subsidiaries, and (ii) Holdings and its subsidiaries. 

              (iv)  "TIG Participant" shall mean a Participant
          who is employed by a member of the TIG Group at any
          time prior to the Public Offering Date, but not
          including any Participant who, on the day before the 
          Public Offering Date (1) is an employee of an Affiliate
          not in the TIG Group, and (2) is not primarily employed
          by a member of the TIG Group.

               (v)  "TIG SSP" shall mean the defined contribution
          plan established by a member of the TIG Group in
          accordance with Section 3 of the Benefits Agreement.

              (vi)  "Public Offering Date" shall mean the date of
          the initial public offering of the stock of Holdings. 

          12.5 Acquisition of Affiliates.  The following
provisions shall apply in connection with the acquisition of
Affiliates. 

               12.5.1  General.  In the event of the acquisition
by Transamerica or another Affiliate of substantially all of the
assets used by an employer in a trade or business conducted by
such employer or the acquisition by Transamerica or another
Affiliate of more than 50% of the outstanding voting stock of an
employer or its affiliate, the Committee (in its discretion)
(a) may authorize the acceptance, from a defined contribution
plan maintained for the benefit of employees of the seller or its
affiliates (the "Seller's Plan"), of direct trust-to-trust
transfers of the account balances of individuals who become
Employees upon the consummation and by reason of the acquisition
(the "Acquired Employees"), subject to the provisions of Section
12.6.2; (b) may authorize the acceptance of rollover
contributions by the Acquired Employees of distributions they
receive from the Seller's Plan, subject to the limitations
imposed by section 402(c) and related provisions of the Code;
(c) may provide for the administration and subsequent
distribution of amounts transferred or contributed pursuant to
(a) and/or (b) above pending the occurrence of a distribution
event described in Section 6.1 with respect to each Acquired
Employee; and (d) subject to the approval of the Chief Executive
Officer of Transamerica, and subject to such terms and conditions
as the Committee may impose, may grant past service credit to the
Acquired Employees for purposes of determining eligibility to
participate and/or vesting under the Plan, such that the service
PAGE 61


of such Acquired Employees with the acquired business prior to
the date of acquisition is recognized to the same extent that
such service would have been recognized had it been with
Transamerica.  The Committee shall have all powers necessary or
appropriate to the orderly administration of this Section 12.5,
including the power to direct the sale of any assets transferred
or contributed to the Plan in kind.

               12.5.2  Fairmont Acquisition.  Effective May 21,
1987, for purposes of determining eligibility to participate and
vesting hereunder, in the case of any individual who was employed
by Fairmont Financial, Inc., a California corporation, or one of
its subsidiaries (the "Fairmont Group") on May 21, 1987,
employment with any member of the Fairmont Group prior to May 21,
1987 shall be recognized to the same extent that such employment
would have been recognized had it been with Transamerica.

               12.5.3  BWAC Acquisition.  Effective October 31,
1987, for purposes of determining eligibility to participate and
vesting hereunder, in the case of any individual who was employed
by BWAC Inc., a Delaware corporation, or one of its subsidiaries
(the "BWAC Group") on October 31, 1987, employment with any
member of the BWAC Group prior to October 31, 1987 shall be
recognized to the same extent that such employment would have
been recognized had it been with Transamerica.

               12.5.4  Commercial Acquisition.  Effective
December 1, 1987, for purposes of determining eligibility to
participate and vesting hereunder, in the case of any individual
who was employed by Commercial Risk Underwriters Insurance
Company, a Nevada corporation ("Commercial") on December 1, 1987,
employment with Commercial prior to December 1, 1987 shall be
recognized to the same extent that such employment would have
been recognized had it been with Transamerica.

               12.5.5  TIFCO Acquisition.  Notwithstanding any
contrary provisions of the Plan, any individual who, on October
31, 1988, was employed by TIFCO, Inc., a Maryland corporation,
and was eligible to participate in the Thrift Plan for Employees
of Alexander & Alexander Services Inc. and Subsidiaries on that
date, shall be eligible to become an active participant in the
Plan as of November 1, 1988.

          12.6 Transfers and Rollover Contributions.  Subject to
the provisions of Section 12.6.5, the Committee may direct the
Trustee to accept a transfer to the Trust Fund of assets held by
or for the benefit of any Eligible Employee who is, or will
become (upon satisfaction of the service requirement of Section
3.1), a Participant of this Plan, (a) except as otherwise
provided in Section 12.6.2, directly from the trustee or
custodian of, or the issuer of an annuity contract which funds,
PAGE 62 


another plan which is qualified under section 401(a) or 403(a) of
the Code, or (b) if the transfer of such assets to the Trust Fund
qualifies as a rollover under section 402(c), 403(a)(4) or
408(d)(3)(A)(ii) of the Code, directly from such Participant. 
Any such transfer shall be made (if at all) in the form of cash
(or its equivalent), provided that a transfer made pursuant to
clause (a) may be made in kind if and to the extent such in-kind
transfer is acceptable to the Trustee and approved by the
Committee.  A transfer made pursuant to clause (a) may be either
a plan-to-plan transfer of assets and liabilities, or a direct
transfer of an eligible rollover distribution pursuant to section
401(a)(31) of the Code.

               12.6.1  Rollover Account.  Assets transferred to
the Trust Fund pursuant to this Section 12.6 shall be credited to
a separate subaccount for the Participant which shall be his or
her "Rollover Account."  A Participant's interest in his or her
Rollover Account shall be fully (100%) vested and nonforfeitable
at all times.  Each Rollover Account shall be subject to all
withdrawal and distribution provisions applicable to Pre-Tax
Accounts.

               12.6.2  Impermissible Transfers.  The Committee
shall not direct the Trustee to accept a transfer to the Trust
Fund from another plan pursuant to Section 12.6(a) if such
transfer would cause the Plan to become a Transferee Plan.  For
purposes of this Section 12.6.2, "Transferee Plan" shall mean a
plan which receives a direct or indirect transfer of assets from
a plan (in a transfer which is a plan-to-plan transfer of assets
and liabilities rather than a direct transfer of an eligible
rollover distribution pursuant to section 401(a)(31) of the Code)
which is a defined benefit plan, money purchase pension plan, or
other plan which is required to provide automatic survivor
benefits pursuant to section 401(a)(11) of the Code, and shall
include any plan which itself receives a direct or indirect
transfer of assets from a Transferee Plan.

               12.6.3  Nonqualifying Rollovers.  If it is later
determined that a transfer to the Trust Fund made pursuant to
Section 12.6(a) or (b) that was intended to qualify as a rollover
did not in fact qualify as a rollover under section 402(c),
403(a)(4) or 408(d)(3)(A)(ii) of the Code, then the balance
credited to the Participant's Rollover Account shall immediately
be (a) segregated from all other Plan assets, (b) treated as a
nonqualified trust established by and for the benefit of the
Participant, and (c) distributed to the Participant.  Such a
nonqualifying rollover shall be deemed never to have been a part
of the Trust Fund.
PAGE 63


                           SECTION 13
             VOTING OF SHARES AND GENERAL PROVISIONS

          13.1 Voting of Shares; Tender or Exchange Offers. 
Subject to the provisions of Section 13.2, the following
provisions shall apply with respect to voting, tender and
exchange offers.

               13.1.1  Voting of Shares.  Whenever any proxies or
consents are solicited from the shareholders of Transamerica
Common Stock, each Participant (or, in the event of death, his or
her beneficiary) whose Account is credited with any shares of
Transamerica Common Stock shall have the right to direct the
Trustee or custodian (as appropriate) in writing as to the manner
in which such shares shall be voted.  The Trustee, other person
designated by Transamerica (but not otherwise affiliated with
Transamerica) to solicit and/or tabulate votes of Transamerica
shareholders generally (a "Recordkeeper") or custodian (as
appropriate) shall utilize its best efforts to distribute or
cause to be distributed in a timely manner to each Participant
(or beneficiary) a copy of the proxy solicitation material sent
to shareholders, together with a form addressed to the Trustee,
Recordkeeper or custodian soliciting the Participant's (or
beneficiary's) confidential, written instructions as to the
manner in which such shares shall be voted.  If such instructions
are sent to a Recordkeeper, the Recordkeeper shall communicate
the instructions to the Trustee.  Upon receipt of such
instructions, the Trustee or custodian shall vote such shares as
instructed.  Shares of Transamerica Common Stock (a) as to which
the Trustee or custodian receives no voting instructions, or
(b) which are held in the Trust Fund but are not credited to any
Participant's (or beneficiary's) Account, shall be voted by the
Trustee in the same proportion as shares are to be voted pursuant
to the written voting instructions received by the Trustee or
custodian (as appropriate).

               13.1.2  Tender or Exchange Offers.  Each
Participant (or, in the event of death, his or her beneficiary)
whose Account is credited with any shares of Transamerica Common
Stock shall have the right to direct the Trustee in writing as to
the manner in which to respond to a tender or exchange offer with
respect to such shares.  The Trustee or, if Transamerica so
elects, a Recordkeeper (as defined in Section 13.1.1) shall
utilize its best efforts to distribute or cause to be distributed
in a timely manner to each Participant (or beneficiary) such
information as will be distributed to shareholders of
Transamerica Common Stock in connection with any such tender or
exchange offer, together with a form addressed to the Trustee or
Recordkeeper soliciting the Participant's (or beneficiary's)
confidential, written instructions as to whether such shares
shall be tendered or exchanged.  If such instructions are sent to
PAGE 64

a Recordkeeper, the Recordkeeper shall communicate the
instructions to the Trustee.  If the Trustee receives no written
directions from a Participant (or beneficiary) as to the manner
in which to respond to such a tender or exchange offer, the
Trustee shall not tender or exchange any shares of Transamerica
Common Stock credited to the Account of the Participant (or
beneficiary).  Shares of Transamerica Common Stock which are held
in the Trust Fund but are not credited to the Account of any
Participant (or beneficiary) shall be tendered or exchanged by
the Trustee in the same proportion as the shares which are
credited to the Accounts of Participants (or beneficiaries) are
to be tendered or exchanged.

          13.2 Named Fiduciary Status; Confidentiality. 
Notwithstanding anything in the Plan to the contrary, for
purposes of Section 13.1, each Participant (or, in the event of
death, his or her beneficiary) shall be deemed to be a "named
fiduciary" (within the meaning of section 402(a) of ERISA) with
respect to the shares of Transamerica Common Stock (as
appropriate) as to which such Participant (or beneficiary) has
the right of direction regarding voting, tender or exchange.  The
directions received by the Trustee and any Recordkeeper (as
defined in Section 13.1.1) from the Participants (or
beneficiaries) shall be held by the Trustee or Recordkeeper in
strict confidence and shall not be divulged or released to any
person, including employees, officers or directors of
Transamerica or any other Employer or Affiliate; provided,
however, that, to the extent necessary for the operation of the
Plan, such directions may be relayed by the Trustee to a
recordkeeper or auditor for the Plan which recordkeeper or
auditor (i) is not an Employer or Affiliate, and (ii) agrees not
to divulge such directions to any other person, including
employees, officers or directors of Transamerica or any other
Employer or Affiliate.

          13.3 Plan Information.  Each Participant shall be
advised of the general provisions of the Plan and, upon written
request addressed to the Committee, shall be furnished with any
information requested, to the extent required by applicable law,
regarding his or her status, rights and privileges under the
Plan.

          13.4 Inalienability.  Except to the extent otherwise
directed by a domestic relations order which the Committee
determines is a qualified domestic relations order (within the
meaning of section 414(p) of the Code) or mandated by applicable
law, in no event may either a Participant, a former Participant
or his or her spouse, beneficiary or estate sell, transfer,
anticipate, assign, hypothecate, or otherwise dispose of any
right or interest under the Plan; and such rights and interests
shall not at any time be subject to the claims of creditors nor
be liable to attachment, execution or other legal process.
PAGE 65


          13.5 Rights and Duties.  No person shall have any
rights in or to the Trust Fund or other assets of the Plan, or
under the Plan, except as, and only to the extent, expressly
provided for in the Plan.  To the maximum extent permissible
under section 410 of ERISA, neither the Employers, the Trustee,
the custodian nor the Committee shall be subject to any liability
or duty under the Plan except as expressly provided in the Plan,
or for any action taken, omitted or suffered in good faith.

          13.6 No Enlargement of Employment Rights.  Neither the
establishment or maintenance of the Plan, the making of any
Employer Contributions nor any action of any Employer or the
Trustee, custodian or Committee, shall be held or construed to
confer upon any individual any right to be continued as an
Employee nor, upon dismissal, any right or interest in the Trust
Fund or other assets of the Plan other than as provided in the
Plan.  Each Employer expressly reserves the right to discharge
any Employee at any time, with or without cause.

          13.7 Apportionment of Costs and Duties.  All acts
required of the Employers under the Plan may be performed by
Transamerica for itself and its Affiliates, and the costs of the
Plan shall be equitably apportioned among Transamerica and the
other Employers.  Whenever an Employer is permitted or required
under the terms of the Plan to do or perform any act, matter or
thing, it shall be done and performed by any officer or employee
of the Employer who is thereunto duly authorized by the board of
directors of the Employer.

          13.8 Merger, Consolidation or Transfer.  This Plan
shall not be merged or consolidated with any other plan, nor
shall there be any transfer of any assets or liabilities from
this Plan to any other plan, unless immediately after such
merger, consolidation or transfer, each Participant's accrued
benefit, if such other plan were then to terminate, is at least
equal to the accrued benefit to which the Participant would have
been entitled if this Plan had been terminated immediately before
such merger, consolidation or transfer.

          13.9 Applicable Law.  The provisions of the Plan shall
be construed, administered and enforced in accordance with ERISA
and, to the extent applicable, the laws of the State of
California.

          13.10 Severability.  If any provision of the Plan is
held invalid or unenforceable, its invalidity or unenforceability
shall not affect any other provisions of the Plan, and the Plan
shall be construed and enforced as if such provision had not been
included.
PAGE 66


          13.11 Captions.  The captions contained in and the
table of contents prefixed to the Plan are inserted only as a
matter of convenience and for reference and in no way define,
limit, enlarge or describe the scope or intent of the Plan nor in
any way shall affect the construction of any provision of the
Plan.

          13.12 Independent Appraiser.  In the event that
Transamerica Common Stock ceases to be readily tradeable on an
established securities market, all valuations of such Stock with
respect to activities carried on by the Plan shall be made by an
independent appraiser meeting requirements similar to those
contained in Treasury regulations under section 170(a)(1) of the
Code.

          13.13 Transactions With Disqualified Persons.  The
value of any assets involved in a transaction between the Plan
and a "disqualified person" (within the meaning of Code section
4975(e)(2)) shall be determined as of the date of the
transaction.

                           SECTION 14
                         TOP-HEAVY PLAN

          14.1 Top-Heavy Plan Status.  Notwithstanding any
contrary Plan provision, the provisions of this Section 14 shall
apply with respect to any Plan Year beginning after 1983 for
which the Plan is a top-heavy plan (within the meaning of section
416(g) of the Code) (a "Top-Heavy Plan").  The Committee, acting
on behalf of all Employers, shall determine as to each Plan Year
whether or not the Plan is a Top-Heavy Plan for that Plan Year. 
For purposes of making that determination as to any Plan Year,
(a) the date as of which the determination is made and the
applicable valuation date shall be the last business day of the
immediately preceding Plan Year; (b) this Plan shall be
aggregated with each other qualified plan of any Employer or
Affiliate (1) in which a key employee (within the meaning of
section 416(i)(1) and (5) of the Code) participates, and/or
(2) which enables this Plan or any plan described in clause (1)
of this sentence to meet the requirements of section 401(a)(4) or
410 of the Code; (c) this Plan may be aggregated with any other
qualified plan of any Employer or Affiliate, which plan is not
required to be aggregated under clause (b) of this sentence, if
the resulting group of plans would continue to meet the
requirements of sections 401(a)(4) and 410 of the Code;
(d) rollover contributions and other similar transfers shall be
excluded as provided in section 416(g)(4)(A) of the Code;
(e) distributions during the 5-year period ending on the
determination date shall be taken into account to the extent
required under section 416(g)(3) of the Code; (f) the benefits of
Participants who were key employees (within the meaning of
PAGE 67


section 416(i)(1) of the Code) in a prior Plan Year but are non-
key employees (within the meaning of section 416(i)(2) of the
Code) for the Plan Year in which the determination is made, shall
not be taken into account as provided in section 416(g)(4)(B) of
the Code; and (g) the Accounts of Participants who have not
performed services for an Employer during the 5-year period
ending on the determination date shall not be taken into account,
as provided in section 416(g)(4)(E) of the Code.

          14.2 Top-Heavy Plan Provisions.  For any Plan Year for
which the Plan is a Top-Heavy Plan, the following provisions
shall apply:

               14.2.1  Compensation Limitation.  No portion of
the Compensation of any Participant for the Plan Year which
exceeds $200,000 (as adjusted annually for cost of living
increases in accordance with section 401(a)(17) of the Code)
shall be taken into account under the Plan for any purpose other
than in applying Section 4.8.

               14.2.2  Vesting Schedule.  The vested percentage
of each Participant's Employer Account shall be determined in
accordance with the following schedule, unless such schedule
provides for vesting at a rate which is less rapid than the
vesting rate then in effect under Section 8.2:

     Number of Years              Vested Percentage of
     of Vesting Service             Employer Account 

      Less than 2                          0%
      2 but less than 3                   20%
      3 but less than 4                   40%
      4 but less than 5                   60%
      5 but less than 6                   80%
      6 or more                          100%

          14.2.3  Minimum Allocation.  The Employers shall make
an additional contribution to the Employer Account of each
Participant who is a non-key employee (within the meaning of
section 416(i)(2) and (5) of the Code), and who is employed on
the last business day of the Plan Year, regardless of whether he
or she was an Active Participant for any portion of the Plan
Year.  Such additional contribution shall be an amount which,
when added to the Employer and Pre-Tax Contributions and
forfeitures allocated to such Participant's Account for the Plan
Year pursuant to Section 4, equals 3% of his or her Total
Compensation (as defined in Section 4.8.2(c), but disregarding
any amount in excess of $200,000, as adjusted annually in
accordance with section 401(a)(17) of the Code) for the Plan
Year; provided, however, that if the Key Employee Percentage is
less than 3%, then the percentage rate at which such additional
PAGE 68


Employer Contributions shall be made for that Plan Year shall be
reduced from 3% to the Key Employee Percentage.  The "Key
Employee Percentage" shall be the largest percentage computed by
dividing (a) the amount of the regular Employer and Pre-Tax
Contributions and forfeitures allocated for that Plan Year to the
Account of each Participant who is a key employee (within the
meaning of section 416(i)(1) and (5) of the Code), by (b) the
amount of his or her Total Compensation (as defined above) for
the Plan Year.  In no event shall such portion of a Participant's
Employer Account as is attributable to any minimum allocation
made under this Section 14.2.3 be subject to forfeiture solely by
reason of any withdrawal from the Participant's Pre-Tax Account.

               14.2.4  Defined Benefit Plan.  With respect to
each Participant who is also a participant in a qualified defined
benefit plan maintained by any Employer or Affiliate, the 1.25
multiplier set forth in Section 4.8.4(a)(2)(ii) and (b)(2)(B)
shall be reduced to 1.0 and $41,500 shall be substituted for
$51,875 in applying the transitional rule under section 415(e)(6)
of the Code as described in the first sentence of Section 4.8.5,
unless for the Plan Year (a) the aggregation group of which the
Plan is a member is not "super top-heavy" (within the meaning of
section 416(h)(2)(B) of the Code) and (b) 7.5% is substituted for
each reference to 3% in applying Section 14.2.3.

                            EXECUTION

          IN WITNESS WHEREOF, Transamerica, by its duly
authorized officers, has executed this restated Plan on the date
indicated below.

                              TRANSAMERICA CORPORATION




Dated:  ________________      By _________________________ 
                                 Title:



Dated: _________________      And By _____________________ 
                                     Title:
PAGE 69


                           APPENDIX A

Sections Effective January 1, 1987

2.19
4.1.3
4.1.4
4.1.5
4.1.6
4.1.7 [except paragraph (c) thereof]
4.1.8
4.2.4
4.2.5
4.6.1
4.6.2
4.6.3
4.6.4
4.6.5
4.6.6
4.6.7
4.8
8.2


Sections Effective January 1, 1989

2.37.2
4.1.7(c)
8.4

EX-23.1

PAGE 1


                                                    Exhibit 23.1



                 CONSENT OF INDEPENDENT AUDITORS


          We consent to the incorporation by reference in this
Registration Statement (Form S-8 to be filed September 22, 1994)
of our reports (a) dated February 22, 1994, with respect to the
consolidated financial statements and schedules of Transamerica
Corporation included and incorporated by reference in its Annual
Report (Form 10-K) and (b) dated March 25, 1994, with respect to
the financial statements of the Transamerica Corporation
Employees Stock Savings Plan included in the Plan's Annual Report
(Form 11-K), both for the year ended December 31, 1993, filed
with the Securities and Exchange Commission.



Ernst & Young LLP


San Francisco, California
September 19, 1994

EX-23.2

PAGE 1

                                                    Exhibit 23.2


                 CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in this
registration statement of our reports dated 22 February 1994, 23
February 1993 and 25 February 1992 from the Transamerica
Corporation Annual Report on Form 10-K for the years ended
December 31, 1993, 1992 and 1991 on the consolidated financial
statement of Sedgwick Group plc.



Coopers & Lybrand


London
19 September 1994

EX-24.1

PAGE 1

                                                    Exhibit 24.1

                 POWER OF ATTORNEY OF DIRECTORS

KNOW ALL PERSONS BY THESE PRESENTS:

          Each of the undersigned hereby constitutes and appoints
BURTON E. BROOME, CHRISTOPHER M. MCLAIN, and ROBERT D. MYERS, and
each of them with power to act alone, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign a Registration
Statement on Form S-8 relating to 1,400,000 shares of common
stock of Transamerica Corporation and an indeterminate number of
interests issuable under the Transamerica Corporation Employees
Stock Savings Plan, and any and all amendments of such
Registration Statement, including post-effective amendments, and
to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each such attorney-in-fact
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises hereof, as fully to all intents and purposes as he or
she might do or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or his or her
substitutes may lawfully do or cause to be done by virtue hereof.

          Executed on the 16th day of September, 1993.


/s/ Myron Du Bain             /s/ Raymond F. O'Brien    
Myron Du Bain                 Raymond F. O'Brien


/s/ Samuel L. Ginn            /s/ Condoleeza Rice       
Samuel L. Ginn                Condoleezza Rice


/s/ James R. Harvey           /s/ Charles R. Schwab     
James R. Harvey               Charles R. Schwab


/s/ Frank C. Herringer        /s/ Forrest N. Shumway    
Frank C. Herringer            Forrest N. Shumway


/s/ Gordon E. Moore           /s/ Peter V. Ueberroth    
Gordon E. Moore               Peter V. Ueberroth

EX-24.2

PAGE 1


                                                    Exhibit 24.2

          POWER OF ATTORNEY OF ADMINISTRATION COMMITTEE


KNOW ALL PERSONS BY THESE PRESENTS:

          Each of the undersigned hereby constitutes and appoints
BURTON E. BROOME, CHRISTOPHER M. MCLAIN, and ROBERT D. MYERS, and
each of them with power to act alone, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign a Registration
Statement or Registration Statements on Form S-8 relating to
1,400,000 shares of common stock of Transamerica Corporation, and
an indeterminate number of plan interests, issuable under the
Transamerica Corporation Employees Stock Savings Plan, and any
and all amendments of such Registration Statements, including
post-effective amendments, and to file the same, together with
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes
as he or she might do or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or his or her
substitutes may lawfully do or cause to be done by virtue hereof.

          Executed on the 8th day of August, 1994.


/s/ Burton E. Broome            /s/ Edgar H. Grubb          
Burton E. Broome                Edgar H. Grubb


/s/ Diane O. Berry              /s/ Rona I. King            
Diane O. Berry                  Rona I. King


/s/ Margaret Gage               /s/ Ruth Ellen Saarinen     
Margaret Gage                   Ruth Ellen Saarinen


/s/ Richard H. Finn        
Richard H. Finn