EXHIBIT 6(a)
                            ARTICLES OF INCORPORATION



                                     CHARTER
                                       OF
                  TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

                                    ARTICLE 1

     The name of this Company is Transamerica Financial Life Insurance Company.

                                    ARTICLE 2

     The principal office of the Company is to be located in the Town of
Purchase, County of Westchester, State of New York, and it shall have power to
conduct its business wherever authorized by law. The Company may establish other
offices, agencies or branches outside the State of New York and in any part of
the world.

                                    ARTICLE 3

     The Company is authorized to transact the kinds of insurance specified in
paragraphs 1, 2 and 3 of Section 1113(a) of the Insurance Law, as follows:

     (1) "Life Insurance," means every insurance upon the lives of human beings,
and every insurance appertaining thereto, including the granting of endowment
benefits, additional benefits in the event of death by accident, additional
benefits to safeguard the contract from lapse, accelerated payments of part or
all of the death benefit or a special surrender value upon (A) diagnosis of
terminal illness defined as a life expectancy of twelve months or less, (B)
diagnosis of a medical condition requiring extraordinary medical care or
treatment regardless of life expectancy, (C) certification by a licensed health
care practitioner of any condition which requires continuous care for the
remainder of the insured's life in an eligible facility or at home when the
insured is chronically ill as defined by Section 7702(B) of the Internal Revenue
Code and regulations thereunder, provided the accelerated payments qualify under
Section 101(g)(3) of the Internal Revenue Code and all other applicable sections
of federal law in order to maintain favorable tax treatment, or (D)
certification by a licensed health care practitioner that the insured is
chronically ill as defined by Section 7702(B) of the Internal Revenue Code and
regulations thereunder, provided the accelerated payments qualify under Section
101(g)(3) of the Internal Revenue Code and all other applicable sections of
federal law in order to maintain favorable tax treatment and the insurer that
issues such policy is a qualified long term care insurance carrier under Section
4980c of the Internal Revenue Code or provide a special surrender value, upon
total and permanent disability of the insured, and optional modes of settlement
of proceeds. "Life insurance" also includes additional benefits to safeguard the
contract against lapse in the event of unemployment of the insured. Amounts paid
the insurer for life insurance and proceeds applied under optional modes of
settlement or under dividend options may be allocated by the insurer to one or
more separate accounts pursuant to section four thousand two hundred forty of
this chapter.

     (2) "Annuities," means all agreements to make periodical payments for a
period certain or where the making or continuance of all or some of a series of
such payments, or the amount of any such payment, depends upon the continuance
of human life, except payments made under the authority of paragraph one hereof.
Amounts paid the insurer to provide annuities and proceeds applied under
optional modes of settlement or under dividend options may be allocated by the
insurer to one or more separate accounts pursuant to section four thousand two
hundred forty of this chapter.

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     (3) "Accident and health insurance," means (i) insurance against death or
personal injury by accident or by any specified kind or kinds of accident and
insurance against sickness, ailment or bodily injury, including insurance
providing disability benefits pursuant to article nine of the workers'
compensation law, except as specified in item (ii) hereof; and (ii)
non-cancellable disability insurance, meaning insurance against disability
resulting from sickness, ailment or bodily injury (but excluding insurance
solely against accidental injury) under any contract which does not give the
insurer the option to cancel or otherwise terminate the contract at or after one
year from its effective date or renewal date.

     As well as to effect reinsurance of all risks taken by it and to assume
reinsurance of similar risks taken by other insurers and reinsurers;

     And to transact such other insurance or other business as a stock life
insurance company now is or hereafter may be permitted to transact under the
Insurance Law and for which the Company shall have the required capital and
surplus.

                                    ARTICLE 4

     The corporate powers of the Company shall be exercised by a board of
directors, and through such officers and agents as said board shall empower. The
number of directors of the Company may be fixed from time to time by the
directors in accordance with the bylaws, but at no time shall the number of
directors be less than thirteen nor more than twenty-one. At all times a
majority of the directors shall be citizens and residents of the State of New
York, or of adjoining states, and not less than three of such directors shall be
residents of the State of New York. Each director shall be at least eighteen
years of age. The directors shall not be required to own any shares of stock in
the Company.

     The directors shall be elected at the annual meeting of the stockholders.
The directors shall hold office for one year and until their successors are
elected, and any vacancy in the board of directors, due to death, resignation,
removal or otherwise, shall be filled by a new incumbent elected for the balance
of the unexpired term of the outgoing director by the remaining members of the
board at any regular or special meeting, and any person so elected shall serve
until his successor has been elected at the next annual meeting of the
stockholders. If because of such vacancy or vacancies in the board of directors
the number of directors shall be less than thirteen, the Company shall not for
that reason be dissolved, but the vacancy or vacancies shall be filled as herein
provided. The stockholders, by a majority vote at any meeting, may remove any
director.

     The officers of the Company shall be elected at a meeting of the directors
held immediately after the annual meeting of stockholders. Any vacancy may be
filled and additional officers may be elected or appointed at any meeting of the
directors.

     The board of directors shall have power to make such bylaws, not
inconsistent with the Constitution or laws of the State of New York or of the
United States or with this Charter, as may be necessary for the management of
the Company's property, the government of its officers, the regulation and
conduct of its affairs and the transfer of its capital stock, and shall have
power to alter, amend, suspend or add to the same.

     No director shall be personally liable to the Company or any of its
shareholders for damages for any breach of duty as a director; provided,
however, that the foregoing provision shall not eliminate or limit (1) the
liability of a director if a judgement or other final adjudication adverse to
him or her establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or any violation of the Insurance Law or a
knowing violation of any other law or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally entitled;
or (2) the liability of a director for any act or omission prior to the adoption
of this amendment by the shareholders of the Company.

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                                    ARTICLE 5

     There shall be an annual meeting of the stockholders of the Company on the
fourth Tuesday in the month of March of each year. Should the day designated
fall upon a legal holiday, then such annual meeting shall be held on the next
full business day following. At such annual meeting there shall be elected a
full board of directors. Each election of directors shall be by ballot, and a
plurality of votes shall elect. At all stockholders' meetings, each stockholder
shall be entitled to one vote, either in person or by proxy, for each share of
stock owned by him and standing in his name on the books of the Company not less
than thirty (30) days immediately preceding such meeting.

                                    ARTICLE 6

     The fiscal year of the Company shall begin on the first day of January and
shall terminate on the thirty-first day of December in each year.

                                    ARTICLE 7

     The authorized capital stock of the Company shall be Two Million Five
Hundred Thousand Dollars ($2,500,000) represented by Sixteen Thousand Four
Hundred and Sixty-Six (16,466) shares of Common Stock of a Par Value of $125.00
each, and Forty-Four Thousand One-Hundred Seventy-Five (44,175) shares of
Preferred Stock of a Par Value of $10.00 each.

     The Preferred Stock shall be designated 6% Non-Voting, Non-Cumulative
Preferred Stock. The holders of the 6% Non-Voting, Non-Cumulative Preferred
Stock shall be entitled to receive, when and as declared by the Board of
Directors, out of the assets of the Company legally available therefore,
non-cumulative dividends at the rate of 6% per annum of an amount equal to the
sum of (1) the par value plus (2) any additional paid-in capital for such
Preferred Stock thereof, payable annually in December of each year, and no more.

     Each share of 6% Non-Voting, Non-Cumulative Preferred Stock shall have
preference as to dividends and shall have preference upon dissolution or
liquidation of the Company. The amount payable on each share of 6% Non-Voting,
Non-Cumulative Preferred Stock in the event of voluntary or involuntary
dissolution, liquidation, or winding up of the Company shall be (i) an amount
equal to the par value, plus (ii) any additional paid-in capital for such
Preferred Stock.

                                    ARTICLE 8

     The duration of the Company shall be perpetual.

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