feb485a.htm

SUPPLEMENT DATED MAY 1, 2010

TO PROSPECTUS DATED MAY 1, 2010

FOR

WRL FREEDOM ELITE BUILDER®

WRL ASSOCIATE FREEDOM ELITE BUILDER®

Each An Individual Flexible Premium Variable Life Insurance Policy

Issued through

WRL Series Life Account

Western Reserve Life Assurance Co. of Ohio

This Supplement modifies certain information contained in your WRL Freedom Elite Builder (the “Policy”) and WRL Associate Freedom Elite Builder (“Associate Policy”) prospectus for the Associate Policy. Please read it carefully, along with the May 1, 2010 prospectus and retain it for future reference. You are receiving this Supplement because you are eligible to purchase the Associate Policy.

The following charges are not part of the Associate Policy and will not be charged to eligible purchasers of the Associate Policy:

·	Premium Expense Charge

·	Premium Collection Charge

·	Cash Withdrawal Charge

·	Surrender Charge

·	Decrease Charge

·	Transfer Charge (for transfers between subaccounts)

·	Change in Net Premium Allocation Charge

In addition, Cost of Insurance charges will generally be lower for eligible purchasers of the Associate Policy.

Information in the WRL Freedom Elite Builder® prospectus is hereby modified, as follows:

Under “Variable Death Benefit”, Choice Among Death Benefit Options”, the following sentences are deleted: “We offer four (4) bands of specified amount coverage under this Policy. Each band has its own cost of insurance rates. In general, the greater the specified amount of your Policy, the lower the cost of insurance rates.” The Associate Policy does not band specified amounts for cost of insurance rates.

Under “No Lapse Guarantee” the phrase “and minus any decrease charge” is deleted. The Associate Policy does not contain a decrease charge.

Under “Transfers”, the second bulleted item, regarding a transfer processing fee, is deleted. The Associate Policy does not contain a transfer processing fee.

Under “Risk of Lapse”: The Associate Policy does not contain a decrease charge.

Under “Purchasing a Policy”, the information regarding banding of coverage is deleted. The Associate Policy does not band specified amounts for cost of insurance rates.

Under the sub-heading “No Lapse Period”, the phrase “and minus any decrease charge” is deleted. The Associate Policy does not contain a decrease charge.

Under “Transfers” – please delete any reference to transfer charges. The Associate Policy does not

contain a transfer charge.

Under the sub-heading “Dollar Cost Averaging” – the transfers do not count towards the 12 free transfers per year because the Associate Policy does not contain a transfer charge.

Under the sub-heading “Asset Rebalancing Program” – each reallocation does not count towards the 12 free transfers each year because the Associate Policy does not contain a transfer charge.

Under “Policy Values”, “Net Surrender Value” - The Associate Policy does not contain a surrender charge.

Under the sub-heading “Effect of Cash Withdrawals on the Death Benefit”: The Associate Policy does not contain a decrease charge.

Under “Increasing/Decreasing the Specified Amount”: The Associate Policy does not contain a surrender charge or surrender charge period.

Under “Surrenders and Cash Withdrawals”, Surrenders”: The Associate Policy does not contain a surrender charge.

Under the sub-heading “Cash Withdrawals”, “Cash withdrawal conditions:” The Associate Policy does not contain a processing fee.

Under the sub-heading “No Lapse Period Guarantee”, “No lapse date”, “Early termination of the no lapse period”: The Associate Policy does not contain a decrease charge.

Information under the sub-heading “Primary Insured Rider (“PIR”) and Primary Insured Rider

Plus (“PIR Plus”) is deleted. These riders are not available to the Associate Policy.

Glossary: Explanation of the term “net premium” is changed as follows: “The part of your premium that we allocate to the fixed account or the subaccounts. The net premium is equal to the premium you paid.”

Glossary: Explanation of the term “net surrender value” is changed as follows: “The amount we will pay you if you surrender the Policy while it is in force. The net surrender value on the date you surrender is equal to: the cash value minus any outstanding loan and accrued loan interest.”

Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning and surrendering the Associate Policy. Please Note: We have presented two versions of each table. Section A includes the fee tables for Policies that are applied for on or after May 1, 2009 (or subsequent state approval), and are based on the Commissioners 2001 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“2001 C.S.O. Tables”); and Section B includes the fee tables for Policies that were applied for and issued before January 1, 2009, and are based on the Commissioners 1980 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“1980 C.S.O. Tables”). If the amount of a charge depends on the personal characteristics of the insured or the owner, then the fee table lists the minimum and maximum charges we assess under the Policy, and the fees and charges of a representative insured with the characteristics set forth below. These charges may not be representative of the charges you will pay.

SECTION A

Fee Tables for Associate Policies Applied for On or After May 1, 2009

(Based on the 2001 C.S.O. Tables)

FOR ASSOCIATE POLICIES APPLIED FOR ON OR AFTER MAY 1, 2009

The first table describes the fees and expenses that you will pay when buying and owning the Policy; because you are eligible to buy an Associates Policy, certain fees and expenses that are included in the public Freedom Elite Builder are waived or reduced.

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Expedited Delivery1 (cash withdrawals & Surrenders)	When Service is provided	Will vary based on the vendor rates at the time of service	$20 for overnight ($30 for Saturday delivery); $25 for wire service
Living Benefit Rider3 (an Accelerated Death Benefit)	When rider is exercised	Discount Factor	Discount Factor

1The charges are assessed when we incur the expense of expedited delivery of your partial withdrawal or complete surrender payment and are subject to change if the delivery service provider increases rates for such services. You can obtain further information about these charges by contacting our administrative office.

2 The Company reserves the right at any time to change the current charges, but never to a level that exceeds the guaranteed charge.

3 We reduce the single sum benefit by a discount factor to compensate us for lost income due to early payment of the death benefit. The discount factor is equal to the current yield on 90 day U.S. Treasury bills or the Policy loan rate (currently, an effective annual rate of 3.75%, not to exceed 4.0%), whichever is greater. For further information about the Living Benefit Rider, including a numerical example showing the calculation of a discounted single sum benefit and the impact of acceleration of a portion of the death benefit available under a Policy on any remaining death benefit and cash value, please see the Living Benefit Rider description in the "Supplemental Benefits (Riders)" section of this prospectus.

FOR ASSOCIATE POLICIES APPLIED FOR ON OR AFTER MAY 1, 2009

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

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Monthly Policy Charge	Monthly, on the Policy date and on each Monthiversary	$7.00 per month during the first Policy year; $12.00 per month thereafter, issue ages 0-17 $0 per month for issue ages 18 and higher	$7.00 per month for juveniles, issue ages 0-17 $0 per month for issue ages 18 and higher
Cost of Insurance4 (without Extra Ratings)5	Monthly, on the Policy date and on each Monthiversary
Maximum Charge6		$29.79 per $1,000 of net amount at risk per month7	$29.19 per $1,000 of net amount at risk per month7
Minimum Charge8		$0.02 per $1,000 of net amount at risk per month7	$0.01 per $1,000 of net amount at risk per month7

4 Cost of insurance charges are based on the insured’s issue age, gender and underwriting class, specified amount, Policy year, and the net amount at risk. Cost of insurance rates generally will increase each year with the age of the insured. Cost of insurance rates are generally lower for each band of specified amount. For example, band 2 (face amounts $250,000 - $499,999) generally has lower cost of insurance rates than those of band 1 (face amounts less than $250,000). The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your agent.

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

6 This maximum charge is based on an insured with the following characteristics: Male, age 65 at issue, standard tobacco class, with an initial face amount of less than $250,000 (Band 1) and in the 35th Policy year. This maximum charge may also apply to insureds with other characteristics.

7 The net amount at risk equals the death benefit on a Monthiversary, divided by 1.0024663, minus the cash value on such Monthiversary. Please refer to the section entitled “Charges and Deductions – Monthly Deductions” for a description of the division factor.

8 This minimum charge is based on an insured with the following characteristics: Female, age 5 at issue, juvenile class, with an initial face amount of $1,000,000 or higher (Band 4) and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

FOR ASSOCIATE POLICIES APPLIED FOR ON OR AFTER MAY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Cost of Insurance (continued)
Initial Charge for a male insured, issue age 35, in the ultimate select non-tobacco use class, band 1		$0.09 per $1,000 of net amount at risk per month7	$0.04 per $1,000 of net amount at risk per month7
Mortality and Expense Risk Charge	Daily	Annual rate of 1.50% of average daily net assets of each subaccount in which you are invested (for all Policy years)	Annual rate of 1.50% for Policy years 1 – 15, and 0.30% for Policy years 16+, of average daily net assets of each subaccount in which you are invested
Loan Interest Spread9	On Policy anniversary or earlier, as applicable10	1.0% (effective annual rate)	0.75% (effective annual rate)
Optional Rider Charges:11
Accidental Death Benefit Rider11	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 70
Maximum Charge12		$0.18 per $1,000 of rider face amount per month	$0.18 per $1,000 of rider face amount per month
Minimum Charge13		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month

9 The Loan Interest Spread is the difference between the amount of interest we charge you for a loan (currently, an effective annual rate of 3.75%, guaranteed not to exceed 4.0%) and the amount of interest we credit to your loan reserve account (an effective annual rate of 3.0% guaranteed). After the 10th Policy year, we will charge preferred loan interest rates that are lower on a portion of the loan. The maximum loan interest spread on preferred loans is 1.00%, and the current spread is 0.0%.

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

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

12 This maximum charge is based on an insured with the following characteristics: Male, age 49 at issue standard tobacco underwriting class and in the 20th Policy year. This maximum charge may also apply to insureds with other characteristics.

13 This minimum charge is based on an insured with the following characteristics: Male, age 18 at issue and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

FOR ASSOCIATE POLICIES APPLIED FOR ON OR AFTER MAY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Accidental Death Benefit Rider (continued)
Initial Charge for a male insured, issue age 35		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month
Disability Waiver Rider14	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60
Maximum Charge15		$0.39 per $1,000 of net amount at risk per month7	$0.39 per $1,000 of net amount at risk per month7
Minimum Charge16		$0.03 per $1,000 of net amount at risk per month7	$0.03 per $1,000 of net amount at risk per month7
Initial charge for a male insured, issue age 35		$0.05 per $1,000 of net amount at risk per month7	$0.05 per $1,000 of net amount at risk per month7

___________________________________

14 Disability Waiver charges are based on the base insured’s issue age and gender, and the net amount at risk. The charges shown are for Base Policy only (without riders). The addition of riders would increase these charges. The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your agent.

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

16This minimum charge is based on an insured with the following characteristics: Male, age 18 at issue. This minimum charge may also apply to insureds with other characteristics.

FOR ASSOCIATE POLICIES APPLIED FOR ON OR AFTER MAY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Disability Waiver and Income Rider17 (Income charges plus Waiver of Monthly Deductions charges) Income portion:	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60
Maximum Charge18		$0.86 per $10 monthly rider benefit	$0.86 per $10 monthly rider benefit
Minimum Charge19		$0.20 per $10 monthly rider benefit	$0.20 per $10 monthly rider benefit
Initial charge for a male insured, issue age 35 Monthly deductions waiver portion:		$0.28 per $10 monthly rider benefit	$0.28 per $10 monthly rider benefit
Maximum Charge15		$0.39 per $1,000 of net amount at risk per month7	$0.39 per $1,000 of net amount at risk per month7
Minimum Charge16		$0.03 per $1,000 of net amount at risk per month7	$0.03 per $1,000 of net amount at risk per month7
Initial charge for a male insured, issue age 35		$0.05 per $1,000 of net amount at risk per month7	$0.05 per $1,000 of net amount at risk per month7
Children’s Insurance Rider20	Monthly, on the Policy date and on each Monthiversary until the youngest child reaches age 25	$0.60 per $1,000 of rider face amount per month	$0.60 per $1,000 of rider face amount per month
Other Insured Rider21 (without Extra Ratings)4	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100
Maximum Charge22		$29.79 per $1,000 of rider face amount per month	$29.19 per $1,000 of rider face amount per month

17The charge for this rider is based on the primary insured’s issue age and gender, net amount at risk, and the amount of monthly income that would be paid in the event of total disability, as defined in the rider.

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

19 This minimum charge is based on an insured with the following characteristics: Male, age 18 at issue. This minimum charge may also apply to insureds with other characteristics.

20 The charge for this rider is based on the rider face amount and the cost per $1,000 does not vary.

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

22 This maximum charge is based on an insured with the following characteristics: Male, age 85 at issue standard tobacco underwriting class and in the 15th Policy year. This maximum charge may also apply to insureds with other characteristics.

FOR ASSOCIATE POLICIES APPLIED FOR ON OR AFTER MAY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Other Insured Rider21 (continued) (without Extra Ratings)4	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100
Minimum Charge23		$0.02 per $1,000 of rider face amount per month	$0.01 per $1,000 of rider face amount per month
Initial charge for a female insured, issue age 30, in the ultimate select non-tobacco use class		$0.05 per $1,000 of rider face amount per month	$0.04 per $1,000 of rider face amount per month

_______________________________

23This minimum charge is based on an insured with the following characteristics: Female, age 5 at issue, juvenile class and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

SECTION B

Fee Tables for Associate Policies Issued Before January 1, 2009

(Based on the 1980 C.S.O. Tables)

FOR ASSOCIATE POLICIES ISSUED BEFORE JANUARY 1, 2009

The first table describes the fees and expenses that you will pay when buying and owning the Policy; because you are eligible to buy an Associate’s Policy, certain fees and expenses that are included in the public Freedom Elite Builder are waived or reduced.

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Expedited Delivery1 (cash withdrawals & Surrenders)	When service is provided	Will vary based on the vendor rates at the time of service	$20 for overnight ($30 for Saturday delivery); $25 for wire service
Living Benefit Rider3 (an Accelerated Death Benefit)	When rider is exercised	Discount Factor	Discount Factor

1 The charges are assessed when we incur the expense of expedited delivery of your partial withdrawal or complete surrender payment and are subject to change if the delivery service provider increases rates for such services. You can obtain further information about these charges by contacting our administrative office.

2The Company reserves the right at anytime to change the current charge, but never to a level that exceeds the guaranteed charge.

3 We reduce the single sum benefit by a discount factor to compensate us for lost income due to early payment of the death benefit. The discount factor is equal to the current yield on 90 day U.S. Treasury bills or the Policy loan rate(currently, an effective annual rate of 3.75%, guaranteed not to exceed 4.0%), whichever is greater. For further information about the Living Benefit Rider, including a numerical example showing the calculation of a discounted single sum benefit and the impact of acceleration of a portion of the death benefit available under a Policy on any remaining death benefit and cash value, please see the Living Benefit Rider description in the "Supplemental Benefits (Riders)" section of this prospectus.

FOR ASSOCIATE POLICIES ISSUED BEFORE JANUARY 1, 2009

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

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Cost of Insurance4 (without Extra Ratings)5	Monthly, on the Policy date and on each Monthiversary
Maximum Charge6		$83.33 per $1,000 of net amount at risk per month7	$19.35 per $1,000 of net amount at risk per month7,8
Minimum Charge		$0.06 per $1,000 of net amount at risk per month7,8	$0.02 per $1,000 of net amount at risk per month7,9

4 Cost of insurance charges are based on the insured’s issue age and gender, underwriting class, the specified amount, Policy year, and the net amount at risk. Cost of insurance rates generally will increase each year with the age of the insured. The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your agent.

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

6 This maximum charge is based on an insured with the following characteristics: Male, age 85 at issue, standard tobacco class, and in the 15th Policy year. This maximum charge may also apply to insureds with other characteristics.

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

9 This minimum charge is based on an insured with the following characteristics: female, age 30 at issue, ultimate select non-tobacco class in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

FOR ASSOCIATE POLICIES ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Cost of Insurance (continued)
Initial Charge for a male insured, issue age 35, in the ultimate select non-tobacco use class		$0.14 per $1,000 of net amount at risk per month7	$0.03 per $1,000 of net amount at risk per month7
Mortality and Expense Risk Charge	Daily	Annual rate of 0.90% for Policy years 1 – 15, and 0.60% for Policy years 16+, of average daily net assets of each subaccount in which you are invested	Annual rate of 0.90% for Policy years 1 – 15, and 0.30% for Policy years 16+, of average daily net assets of each subaccount in which you are invested
Loan Interest Spread10	On Policy anniversary or earlier, as applicable11	1.0% (effective annual rate)	0.75% (effective annual rate)
Optional Rider Charges:12
Accidental Death Benefit Rider12	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 70
Maximum Charge13		$0.18 per $1,000 of rider face amount per month	$0.18 per $1,000 of rider face amount per month
Minimum Charge14		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month

10The Loan Interest Spread is the difference between the amount of interest we charge you for a loan (currently, an effective annual rate of 3.75%, guaranteed not to exceed 4.0%) and the amount of interest we credit to your loan reserve account (an effective annual rate of 3.0% guaranteed). After the 10th Policy year, we will charge preferred loan interest rates that are lower on a portion of the loan. The maximum loan interest spread on preferred loans is 1.00%, and the current spread is 0.0%.

11While a Policy loan is outstanding, loan interest is payable in arrears on each Policy anniversary, or, if earlier, on the date of loan repayment, Policy lapse, surrender, Policy termination, or the insured’s death.

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

13 This maximum charge is based on an insured with the following characteristics: Male, age 50 at issue standard tobacco underwriting class and in the 20th Policy year. This maximum charge may also apply to insureds with other characteristics.

14This minimum charge is based on an insured with the following characteristics: Male, age 45 at issue and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

FOR ASSOCIATE POLICIES ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Accidental Death Benefit Rider (continued)
Initial Charge for a male insured, issue age 35		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month
Disability Waiver Rider15	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60
Maximum Charge16		$0.39 per $1,000 of net amount at risk per month7	$0.39 per $1,000 of net amount at risk per month7
Minimum Charge17		$0.03 per $1,000 of net amount at risk per month7	$0.03 per $1,000 of net amount at risk per month7
Initial charge for a male insured, issue age 35		$0.05 per $1,000 of net amount at risk per month7	$0.05 per $1,000 of net amount at risk per month7

_____________________________________

15 Disability Waiver charges are based on the base insured’s issue age, gender and net amount at risk. The charges shown are for Base Policy only (without riders). The addition of riders would increase these charges. The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your agent.

16This maximum charge is based on an insured with the following characteristics: Female, age 55 at issue. This maximum charge may also apply to insureds with other characteristics.

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

FOR ASSOCIATE POLICIES ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Disability Waiver and Income Rider18 (Income charges plus Waiver of Monthly Deductions charges) Income portion:	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60
Maximum Charge19		$0.86 per $10 monthly rider benefit	$0.86 per $10 monthly rider benefit
Minimum Charge20		$0.20 per $10 monthly rider benefit	$0.20 per $10 monthly rider benefit
Initial charge for a male insured, issue age 35		$0.28 per $10 monthly rider benefit	$0.28 per $10 monthly rider benefit
Maximum Charge16		$0.39 per $1,000 of net amount at risk per month7	$0.39 per $1,000 of net amount at risk per month7
Minimum Charge17		$0.03 per $1,000 of net amount at risk per month7	$0.03 per $1,000 of net amount at risk per month7
Initial charge for a male insured, issue age 35		$0.05 per $1,000 of net amount at risk per month7	$0.05 per $1,000 of net amount at risk per month7
Children’s Insurance Rider21	Monthly, on the Policy date and on each Monthiversary until the youngest child reaches age 25	$0.60 per $1,000 of rider face amount per month	$0.60 per $1,000 of rider face amount per month
Other Insured Rider22 (without Extra Ratings)5	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100
Maximum Charge23		$83.33 per $1,000 of rider face amount per month	$19.35 per $1,000 of rider face amount per month

_______________________________________

18 The charge for this rider is based on the primary insured’s issue age and gender, net amount at risk and the amount of monthly waiver of premium benefit that would be paid in the event of total disability, as defined in this rider.

19This maximum charge is based on an insured with the following characteristics: Female, age 55 at issue. This maximum charge may also apply to insureds with other characteristics.

20 This minimum charge is based on an insured with the following characteristics: Male, age 27 at issue. This minimum charge may also apply to insureds with other characteristics.

21 The charge for this rider is based on the rider face amount and the cost per $1,000 does not vary.

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

23 This maximum charge is based on an insured with the following characteristics: Male, age 85 at issue standard tobacco underwriting class and in the 15th Policy year. This maximum charge may also apply to insureds with other characteristics.

FOR ASSOCIATE POLICIES ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge2
Other Insured Rider22 (continued) (without Extra Ratings)5	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100
Minimum Charge24		$0.06 per $1,000 of rider face amount per month24	$0.02 per $1,000 of rider face amount per month9
Initial charge for a female insured, issue age 32, in the ultimate select non-tobacco use class		$0.10 per $1,000 of rider face amount per month	$0.02 per $1,000 of rider face amount per month

For information concerning compensation paid for the sale of the Policy, see “Sale of the Policies.”

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

APPENDIX A- ILLUSTRATIONS

FOR ASSOCIATE POLICIES APPLIED FOR ON OR AFTER

MAY 1, 2009

(BASED ON THE 2001 C.S.O. TABLES)

FOR ASSOCIATE POLICIES APPLIED FOR ON OR AFTER MAY 1, 2009

Appendix A

Illustrations

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

We based the illustration on page __ on a Policy for an insured who is a 35 year old male in the Ultimate Select rate class (the “representative insured”), annual premium paid on the first day of each Policy year of $776, a $100,000 initial specified amount and death benefit Option A. The illustration on that page also assumes cost of insurance charges based on our current cost of insurance rates.

The illustration for the representative insured on page __ is based on the same factors as those on page __, except the cost of insurance charges are based on the guaranteed cost of insurance rates and expenses (based on the 2001 Commissioners Standard Ordinary Mortality Table).

The amounts shown in the illustrations for the death benefits, cash values and net surrender values take into account the amount and timing of all Policy, subaccount and portfolio fees assessed under the Policy. The current illustration reflects the current charges for the Policy and the guaranteed illustration reflects the guaranteed charges for a Policy. These fees are:

(1) the daily charge for assuming mortality and expense risks assessed against each subaccount. This charge is equivalent to an annual charge of 1.50% of the average net assets of the subaccounts during the first 15 Policy years; we may reduce this charge to 0.30% in the 16th Policy year, but we do not guarantee that we will do so, and we reserve the right to maintain this charge at the 1.50% level after the 15th Policy year;

(2) the estimated daily expenses equivalent to an effective arithmetic average annual expense level of ___% of the portfolios’ gross average daily net assets. The ____% gross average portfolio expense level assumes an equal allocation of amounts among the [___] subaccounts available to new investors. We used annualized actual audited expenses incurred during 2009 for the portfolios to calculate the gross average annual expense level; and

(3) the cost of insurance charges and the current monthly Policy charge.

The hypothetical returns shown in the tables are provided only to illustrate the mechanics of a hypothetical policy and do not represent past or future investment rates of return. Tax charges that may be attributable to the separate account are not reflected because we are not currently making such charges. If tax charges are deducted in the future, the separate account would have to earn a sufficient amount in excess of 0%, 6% or 10% or cover any tax charges to produce after tax returns of 0%, 6% or 10%. Your actual rates of return for a particular Policy likely will be more or less than the hypothetical investment rates of return. The actual return on your cash value will depend on factors such as the amounts you allocate to particular portfolios, the amounts deducted for the Policy’s monthly deductions, the portfolios’ expense ratios, and your loan and withdrawal history, in addition to the actual investment experience of the portfolios.

We will furnish the owner, upon request, a personalized illustration reflecting the proposed insured’s age, gender, risk classification and desired Policy features. Contact your registered representative or our administrative office. (See prospectus back cover – “Inquiries.”)

WRL ASSOCIATE FREEDOM ELITE BUILDER

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 35

Specified Amount $100,000 Ultimate Select Class

Annual Premium $776 Option Type A

Using Current Cost of Insurance Rates

	DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of			CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	100,000	100,000	100,000	702	747	777
2	100,000	100,000	100,000	1,384	1,517	1,609
3	100,000	100,000	100,000	2,035	2,300	2,489
4	100,000	100,000	100,000	2,658	3,098	3,422
5	100,000	100,000	100,000	3,253	3,911	4,413
6	100,000	100,000	100,000	3,822	4,741	5,465
7	100,000	100,000	100,000	4,363	5,586	6,582
8	100,000	100,000	100,000	4,877	6,446	7,768
9	100,000	100,000	100,000	5,360	7,318	9,024
10	100,000	100,000	100,000	5,812	8,200	10,354
15	100,000	100,000	100,000	7,604	12,773	18,325
20	100,000	100,000	100,000	9,018	18,497	30,695
25	100,000	100,000	100,000	9,158	24,574	48,626
30 (Age 65)	100,000	100,000	100,000	7,329	30,622	75,436
35 (Age 70)	100,000	100,000	134,995	2,611	36,157	116,375
40 (Age 75)	*	100,000	190,126	*	42,018	177,688
45 (Age 80)	*	100,000	283,315	*	47,322	269,824
50 (Age 85)	*	100,000	426,199	*	51,099	405,904
55 (Age 90)	*	100,000	635,332	*	50,635	605,078
60 (Age 95)	*	100,000	912,143	*	42,093	903,112
65 (Age 100)	*	100,000	1,361,079	*	10,944	1,361,079

	NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	702	747	777	20	9,018	18,497	30,695
2	1,384	1,517	1,609	25	9,158	24,574	48,626
3	2,035	2,300	2,489	30 (Age 65)	7,329	30,622	75,436
4	2,658	3,098	3,422	35 (Age 70)	2,611	36,157	116,375
5	3,253	3,911	4,413	40 (Age 75)	*	42,018	177,688
6	3,822	4,741	5,465	45 (Age 80)	*	47,322	269,824
7	4,363	5,586	6,582	50 (Age 85)	*	51,099	405,904
8	4,877	6,446	7,768	55 (Age 90)	*	50,635	605,078
9	5,360	7,318	9,024	60 (Age 95)	*	42,093	903,112
10	5,812	8,200	10,354	65 (Age 100)	*	10,944	1,361,079
15	7,604	12,773	18,325
* In the absence of an additional payment, the Policy would lapse.

WRL ASSOCIATE FREEDOM ELITE BUILDER

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 35

Specified Amount $100,000 Ultimate Select Class

Annual Premium $776 Option Type A

Using Guaranteed Cost of Insurance Rates

	DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of			CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	100,000	100,000	100,000	702	747	777
2	100,000	100,000	100,000	1,326	1,458	1,549
3	100,000	100,000	100,000	1,929	2,188	2,372
4	100,000	100,000	100,000	2,508	2,934	3,248
5	100,000	100,000	100,000	3,064	3,697	4,180
6	100,000	100,000	100,000	3,597	4,478	5,173
7	100,000	100,000	100,000	4,105	5,274	6,227
8	100,000	100,000	100,000	4,586	6,083	7,346
9	100,000	100,000	100,000	5,039	6,903	8,532
10	100,000	100,000	100,000	5,461	7,734	9,788
15	100,000	100,000	100,000	7,138	12,037	17,313
20	100,000	100,000	100,000	8,062	16,572	27,566
25	100,000	100,000	100,000	7,681	20,786	41,338
30 (Age 65)	100,000	100,000	100,000	5,351	24,022	60,263
35 (Age 70)	*	100,000	101,474	*	24,975	87,478
40 (Age 75)	*	100,000	136,017	*	21,432	127,118
45 (Age 80)	*	100,000	192,373	*	6,918	183,212
50 (Age 85)	*	*	272,782	*	*	259,792
55 (Age 90)	*	*	379,670	*	*	361,591
60 (Age 95)	*	*	509,130	*	*	504,089
65 (Age 100)	*	*	720,789	*	*	720,789

NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	702	747	777	20	8,062	16,572	27,566
2	1,326	1,458	1,549	25	7,681	20,786	41,338
3	1,929	2,188	2,372	30 (Age 65)	5,351	24,022	60,263
4	2,508	2,934	3,248	35 (Age 70)	*	24,975	87,478
5	3,064	3,697	4,180	40 (Age 75)	*	21,432	127,118
6	3,597	4,478	5,173	45 (Age 80)	*	6,918	183,212
7	4,105	5,274	6,227	50 (Age 85)	*	*	259,792
8	4,586	6,083	7,346	55 (Age 90)	*	*	361,591
9	5,039	6,903	8,532	60 (Age 95)	*	*	504,089
10	5,461	7,734	9,788	65 (Age 100)	*	*	720,789
15	7,138	12,037	17,313

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

APPENDIX B: ILLUSTRATIONS

FOR ASSOCIATE POLICIES ISSUED BEFORE JANUARY 1, 2009

(BASED ON THE 1980 C.S.O. MORTALITY TABLES)

FOR ASSOCIATE POLICIES APPLIED FOR AND ISSUED BEFORE

JANUARY 1, 2009

Appendix B

Illustrations

We based the illustration on page ___on a Policy for an insured who is a35 year old male in the Ultimate Select rate class (the “representative insured”), annual premium paid on the first day of each Policy year of $776, a $100,000 initial specified amount and death benefit Option A. The illustration on that page also assumes cost of insurance charges based on our current cost of insurance rates.

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

(1) the daily charge for assuming mortality and expense risks assessed against each subaccount. This charge is equivalent to an annual charge of 0.90% of the average net assets of the subaccounts during the first 15 Policy years (we guarantee to reduce this charge to 0.60% after the first 15 Policy years). We may reduce this charge to 0.30% in the 16th Policy year, but we do not guarantee that we will do so, and we reserve the right to maintain this charge at the 0.60% level after the 15th Policy year;

(3) the cost of insurance charge.

WRL ASSOCIATE FREEDOM ELITE BUILDER

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 35

Specified Amount $100,000 Ultimate Select Class

Annual Premium $776 Option Type A

Using Current Cost of Insurance Rates

	DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of			CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	100,000	100,000	100,000	727	773	803
2	100,000	100,000	100,000	1,438	1,575	1,669
3	100,000	100,000	100,000	2,126	2,400	2,594
4	100,000	100,000	100,000	2,794	3,250	3,586
5	100,000	100,000	100,000	3,440	4,127	4,650
6	100,000	100,000	100,000	4,067	5,032	5,791
7	100,000	100,000	100,000	4,673	5,965	7,015
8	100,000	100,000	100,000	5,259	6,926	8,328
9	100,000	100,000	100,000	5,822	7,915	9,735
10	100,000	100,000	100,000	6,361	8,930	11,242
15	100,000	100,000	100,000	8,718	14,457	20,589
20	100,000	100,000	100,000	10,685	21,277	34,786
25	100,000	100,000	100,000	11,933	29,293	55,905
30 (Age 65)	100,000	100,000	107,163	12,197	38,673	87,838
35 (Age 70)	100,000	100,000	157,540	11,172	49,774	135,810
40 (Age 75)	100,000	100,000	222,007	8,291	63,180	207,483
45 (Age 80)	100,000	100,000	330,785	2,241	79,911	315,033
50 (Age 85)	*	107,329	498,371	*	102,218	474,639
55 (Age 90)	*	136,771	745,636	*	130,258	710,129
60 (Age 95)	*	166,891	1,073,560	*	165,239	1,062,931
65 (Age 100)	*	210,055	1,601,059	*	210,055	1,601,059

	NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	727	773	803	20	10,685	21,277	34,786
2	1,438	1,575	1,669	25	11,933	29,293	55,905
3	2,126	2,400	2,594	30 (Age 65)	12,197	38,673	87,838
4	2,794	3,250	3,586	35 (Age 70)	11,172	49,774	135,810
5	3,440	4,127	4,650	40 (Age 75)	8,291	63,180	207,483
6	4,067	5,032	5,791	45 (Age 80)	2,241	79,911	315,033
7	4,673	5,965	7,015	50 (Age 85)	*	102,218	474,639
8	5,259	6,926	8,328	55 (Age 90)	*	130,258	710,129
9	5,822	7,915	9,735	60 (Age 95)	*	165,239	1,062,931
10	6,361	8,930	11,242	65 (Age 100)	*	210,055	1,601,059
15	8,718	14,457	20,589
* In the absence of an additional payment, the Policy would lapse.

WRL ASSOCIATE FREEDOM ELITE BUILDER

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 35

Specified Amount $100,000 Ultimate Select Class

Annual Premium $776 Option Type A

Using Guaranteed Cost of Insurance Rates

	DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of			CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	100,000	100,000	100,000	727	773	803
2	100,000	100,000	100,000	1,299	1,431	1,522
3	100,000	100,000	100,000	1,849	2,105	2,288
4	100,000	100,000	100,000	2,377	2,795	3,104
5	100,000	100,000	100,000	2,881	3,499	3,971
6	100,000	100,000	100,000	3,362	4,217	4,894
7	100,000	100,000	100,000	3,816	4,947	5,875
8	100,000	100,000	100,000	4,244	5,690	6,917
9	100,000	100,000	100,000	4,645	6,444	8,025
10	100,000	100,000	100,000	5,019	7,210	9,203
15	100,000	100,000	100,000	6,411	11,142	16,297
20	100,000	100,000	100,000	6,890	15,246	26,263
25	100,000	100,000	100,000	5,697	18,759	39,977
30 (Age 65)	100,000	100,000	100,000	1,719	20,565	59,398
35 (Age 70)	*	100,000	102,919	*	18,201	88,723
40 (Age 75)	*	100,000	142,703	*	6,174	133,368
45 (Age 80)	*	*	209,005	*	*	199,053
50 (Age 85)	*	*	306,382	*	*	291,793
55 (Age 90)	*	*	440,125	*	*	419,166
60 (Age 95)	*	*	611,398	*	*	605,345
65 (Age 100)	*	*	901,414	*	*	901,414

	NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	727	773	803	20	6,890	15,246	26,263
2	1,299	1,431	1,522	25	5,697	18,759	39,977
3	1,849	2,105	2,288	30 (Age 65)	1,719	20,565	59,398
4	2,377	2,795	3,104	35 (Age 70)	*	18,201	88,723
5	2,881	3,499	3,971	40 (Age 75)	*	6,174	133,368
6	3,362	4,217	4,894	45 (Age 80)	*	*	199,053
7	3,816	4,947	5,875	50 (Age 85)	*	*	291,793
8	4,244	5,690	6,917	55 (Age 90)	*	*	419,166
9	4,645	6,444	8,025	60 (Age 95)	*	*	605,345
10	5,019	7,210	9,203	65 (Age 100)	*	*	901,414
15	6,411	11,142	16,297

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

FEBASSOCSUPP-5/10

P R O S P E C T U S May 1, 2010

WRL FREEDOM ELITE BUILDER®

WRL ASSOCIATE FREEDOM ELITE BUILDER®

issued through

WRL Series Life Account

Western Reserve Life Assurance Co. of Ohio

570 Carillon Parkway

St. Petersburg, Florida 33716

Direct electronic, telephonic and facsimile transactions to the

Administrative Office:

(727) 299-1800 or 1-800-851-9777

Facsimile: 1-727-299-1648 (interfund transactions only)

1-727-299-1620 (all other transactions)

www.westernreserve.com

Send Claims Forms to the Administrative Office at:

P.O. Box 9008

Clearwater, FL 33758-9008

Send all payments made by check, and all other correspondence

and notices to the Mailing Address:

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499

An Individual Flexible Premium Variable Life Insurance Policy

This prospectus describes the WRL Freedom Elite Builder,® a flexible premium variable life insurance policy (the “Policy” or the “FEB Policy”). You can allocate your Policy’s cash value to the fixed account (which credits a specified guaranteed interest rate) and/or to the WRL Series Life Account, which invests through its subaccounts in portfolios of the Transamerica Series Trust – Initial Class (the “Series Trust”), the Fidelity Variable Insurance Products Funds – Service Class 2 (the “Fidelity VIP Fund”), the ProFunds, the Access One Trust (Access Trust"), the AllianceBernstein Variable Products Series Fund, Inc. (“AllianceBernstein”), and the Franklin Templeton Variable Insurance Products Trust (“Franklin Templeton”) (collectively, the “funds”). Please refer to the next page of this prospectus for the list of portfolios available to you under this Policy. Note: If your Policy was issued in the State of New Jersey before January 1, 2009, then you may not allocate your Policy’s cash value to the fixed account.

This prospectus also describes certain features of the WRL Associate Freedom Elite Builder® (“Associate Policy”), which is only offered to certain employees, field associates, directors and their immediate family. An Associate Policy may have reduced or waived premium expense charges, surrender charges, cost of insurance rates, asset based charges, limits on minimum premium and minimum specified amount, or monthly Policy charge. If you are eligible to purchase an Associate Policy, please read the supplement to this prospectus dated May 1, 2010 that details the fees and expenses, and any other items that may differ from the WRL Freedom Elite Builder,® along with this prospectus.

Investing in the Policies’ Separate Account involves risk, including possible loss of premiums.

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

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

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

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

PORTFOLIOS AVAILABLE UNDER YOUR POLICY
Transamerica Series Trust:	Transamerica Series Trust (cont.):	ProFunds (cont.):
Ø Transamerica AEGON High Yield Bond VP* Ø Transamerica Asset Allocation – Conservative VP*	Ø Transamerica JPMorgan Enhanced Index VP	Ø ProFund VP NASDAQ-100
Ø Transamerica Asset Allocation – Growth VP*	Ø Transamerica JPMorgan Mid Cap Value VP*	Ø ProFund VP Oil & Gas Ø ProFund VP Pharmaceuticals
Ø Transamerica Asset Allocation – Moderate Growth VP*	Ø Transamerica Jennison Growth VP	Ø ProFund VP Precious Metals
Ø Transamerica Asset Allocation – Moderate VP*	Ø Transamerica MFS International Equity	Ø ProFund VP Short Emerging Markets
Ø Transamerica Balanced VP	Ø Transamerica Money Market VP	Ø ProFund VP Short International
Ø Transamerica BlackRock Large Cap Value VP	Ø Transamerica PIMCO Total Return VP	Ø ProFund VP Short NASDAQ-100
Ø Transamerica Clarion Global Real Estate Securities VP	Ø Transamerica Small/Mid Cap Value VP	Ø ProFund VP Short Small-Cap
Ø Transamerica Convertible Securities VP	Ø Transamerica T. Rowe Price Small Cap VP	Ø ProFund VP Small-Cap
Ø Transamerica Diversified Equity VP*	Ø Transamerica Third Avenue Value VP	Ø ProFund VP Small-Cap Value
Ø Transamerica Efficient Markets VP	Ø Transamerica U.S. Government Securities VP	Ø ProFund VP Telecommunications
Ø Transamerica Focus VP*	Ø Transamerica Van Kampen Large Cap Core VP	Ø ProFund VP UltraSmall-Cap
Ø Transamerica Federated Market Opportunity VP	Ø Transamerica Van Kampen Mid-Cap Growth VP	Ø ProFund VP U.S. Government Plus
Ø Transamerica Foxhall Global Conservative VP*	Ø Transamerica WMC Diversified Growth VP*	Ø ProFund VP Utilities
Ø Transamerica Foxhall Emerging Markets/Pacific Rim VP*	ProFunds:	Access One Trust:
Ø Transamerica Foxhall Global Growth VP*	Ø ProFund VP Asia 30	Ø Access VP High Yield Fund
Ø Transamerica Foxhall Hard Asset VP*	Ø ProFund VP Basic Materials	AllianceBernstein Variable Products Series Fund, Inc.:
Ø Transamerica Growth Opportunities VP	Ø ProFund VP Bull	Ø Alliance Bernstein Balanced Wealth Strategy Portfolio
Ø Transamerica Hanlon Balanced VP*	Ø ProFund VP Consumer Services
Ø Transamerica Hanlon Growth VP*	Ø ProFund VP Emerging Markets	Franklin Templeton Variable Insurance Products Trust:
Ø Transamerica Hanlon Growth and Income VP*	Ø ProFund VP Europe 30	Ø Franklin Templeton VIP Founding Funds Allocation Fund*
Ø Transamerica Hanlon Managed Income VP*	Ø ProFund VP Falling U.S. Dollar
Ø Transamerica Index 50 VP	Ø ProFund VP Financials	Fidelity Variable Insurance Products:
Ø Transamerica Index 75 VP	Ø ProFund VP International	Ø Fidelity VIP Contrafund® Portfolio*
Ø Transamerica International Moderate Growth VP*	Ø ProFund VP Japan	Ø Fidelity VIP Equity-Income Portfolio*
Ø Transamerica JP Morgan Core Bond VP	Ø ProFund VP Mid-Cap	Ø Fidelity VIP Growth Opportunities Portfolio*
	Ø ProFund VP Money Market	Ø Fidelity Index 500 Portfolio

* Please see the footnote for this portfolio in the section entitled “Western Reserve, the Separate Account, the Fixed Account and the Portfolios” in this prospectus.

Table of Contents

Policy Benefits/Risks Summary

The Policy in General

Flexible Premiums

Variable Death Benefit

Cash Value……………………………………………………………………………………………………..

Investment Options…………………………………………………………………………………………….

Tax Benefits……………………………………………………………………………………………………

Long-Term Financial Planning………………………………………………………………………………...

Risk of an Increase in Current Fees and Expenses………..…………………………………………………...

Investment Risks………………………………………………………………………………………………

Risks of Managing General Account Assets…………………………………………………………………..

Premium Payments…………………………………………………………………………………………….

Lapse………………………………………………………………………………………………………….

Withdrawals and Loans……………………………………………………………………………………….

Tax Risks………………………………………………………………………………………………………

Portfolio Risks…………………………………………………………………………………………………

Fee Tables

Range of Expenses for the Portfolios

Portfolio Risks

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

Western Reserve

Financial Condition of the Company…………………………………………………………………………..

The Separate Account

The Fixed Account

Selection of Underlying Portfolios

Addition, Deletion, or Substitution of Portfolios

Your Right to Vote Portfolio Shares

Charges and Deductions

Premium Charges

Monthly Deductions

Mortality and Expense Risk Charge

Surrender Charge

Decrease Charge

Loan Interest Spread

Change in Net Premium Allocation Charge

Cash Withdrawal Charge

Tax-Free "Section 1035" Exchanges

When Insurance Coverage Takes Effect

Planned Periodic Payments

Minimum Monthly Guarantee Premium

No Lapse Period

Premium Limitations

Making Premium Payments

Transfers

General

Disruptive Trading and Market Timing

Fixed Account Transfers

Conversion Rights

Dollar Cost Averaging

Asset Rebalancing Program

Third Party Asset Allocation Services

Subaccount Unit Value

Fixed Account Value

Death Benefit

Death Benefit Proceeds

Death Benefit

Effect of Cash Withdrawals on the Death Benefit

Choosing Death Benefit Options

Changing the Death Benefit Option

Increasing/Decreasing the Specified Amount

Payment Options

Surrenders and Cash Withdrawals

Signature Guarantees

Interest Rate Charged

Loan Reserve Interest Rate Credited

Effect of Policy Loans

Policy Lapse and Reinstatement

Lapse

No Lapse Period Guarantee

Reinstatement

Extension of the No Lapse Guarantee

Federal Income Tax Considerations

Tax Status of the Policy

Tax Treatment of Policy Benefits

Other Policy Information

Settlement Options

Retained Assets………………………………………………………………………………………………..

Benefits at Maturity

Payments We Make

Split Dollar Arrangements

Policy Termination

Assignment of the Policy………………………………………………………………………………………

Supplemental Benefits (Riders)

Children's Insurance Rider

Accidental Death Benefit Rider

Other Insured Rider

Disability Waiver Rider

Disability Waiver and Income Rider

Primary Insured Rider ("PIR") and Primary Insured Rider Plus ("PIR Plus")

Living Benefit Rider (an Accelerated Death Benefit)

Additional Information

Sending Forms and Transaction Requests in Good Order…………………………………………………….

Sale of the Policies

Legal Proceedings

Financial Statements

Table of Contents of the Statement of Additional Information

Glossary

For Policies Applied for On or After September 22, 2008:

Appendix A-1 -- Surrender Charge Per Thousand of Specified Amount Segment

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

Appendix B-1 -- Illustrations

For Policies Applied For Before September 22, 2008 and Issued Before January 1, 2009:

Appendix A-2 -- Surrender Charge Per Thousand of Specified Amount Segment

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

Appendix B-2 -- Illustrations

Prospectus Back Cover

Personalized Illustrations of Policy Benefits

Inquiries

Policy Benefits/Risks Summary WRL Freedom Elite Builder®

--------------------------------------------------------WRL Associate Freedom Elite Builder®

This summary describes the Policy’s important benefits and risks. More detailed information about the Policy appears later in this prospectus and in the Statement of Additional Information (“SAI”). For your convenience, we have provided a Glossary at the end of this prospectus that defines certain words and phrases used in this prospectus. Unless specified in the Supplement to this prospectus dated May 1, 2010, the information contained in this prospectus is also applicable to the Associate Policy.

Policy Benefits

The Policy in General

·	The WRL Freedom Elite Builder® and the WRL Associate Freedom Elite Builder® are each an individual flexible premium variable life insurance policy, which gives you the potential for long-term life insurance coverage with the opportunity for tax-deferred cash value accumulation.

Each Policy is designed to be long-term in nature in order to provide significant life insurance benefits for you. You should only purchase the Policy if you have the financial ability to keep it in force for a substantial period of time. You should consider this Policy in conjunction with other insurance that you own.

·	There may be adverse consequences should you decide to surrender your Policy early, such as payment of a surrender charge during the first 15 Policy years and for 15 years from the date of any increase in the specified amount.

The Policy’s cash value will increase or decrease depending on the investment performance of the subaccounts, the premiums you pay, the fees and charges that we deduct, the interest we credit to the fixed account, and the effects of any Policy transactions (such as transfers, loans and cash withdrawals). Because returns are not guaranteed, the Policy is not suitable as a short-term investment savings vehicle.

You may place your money in the fixed account where it earns a set interest rate (at least 3% annual interest) or in any of the subaccounts of the Separate Account which are described in this prospectus. The fixed account is not available to you if your Policy was applied for in the State of New Jersey before September 22, 2008 and issued before January 1, 2009.

·	Your Policy offers supplemental riders, and depending on which riders are selected, certain charges may be deducted from the Policy’s cash value as part of the monthly deductions.

Your Policy has a No Lapse Guarantee which means your Policy will remain in force and no grace period will begin until the no lapse date shown on your Policy schedule page, even if your net surrender value is too low to pay the monthly deductions, as long as, on any Monthiversary, you have paid total premiums (minus any cash withdrawals, minus any outstanding loan amount, minus any accrued interest, and minus any decrease charge) that equal or exceed the sum of the minimum monthly guarantee premiums in effect for each month from the Policy date up to and including the current month. The No Lapse Guarantee is discussed in more detail in the section entitled “Policy Lapse and Reinstatement” in this prospectus.

·	We offer four (4) bands of coverage under the FEB Policy depending on the initial specified amount of insurance you have selected and any adjustments to the specified amount after issue:

o	Band 1: $50,000 - $249,999

o	Band 2: $250,000 - $499,999

o	Band 3: $500,000 - $999,999

o	Band 4: $1,000,000 or more

You may increase or decrease the specified amount after your Policy has been in force for three years, but you may not increase and decrease the specified amount in the same Policy year. The amount of your decrease may be limited. For further details, please see “Death Benefits – Increasing/Decreasing the Specified Amount.”

Flexibility

The Policy is designed to be flexible to meet your specific circumstances and life insurance needs. Within certain limits, you can:

·	Choose the timing, amount and frequency of premium payments.

·	Change the Death Benefit Option

·	Increase or decrease the insurance coverage.

·	Change the beneficiary.

·	Transfer cash value among investment options available under the Policy.

·	Take a loan against the Policy (as long as the Policy is in force).

·	Take cash withdrawals or surrender the Policy.

Death Benefit

If the insured dies while the Policy is in force, we will pay a death benefit to the named beneficiary(ies) in accordance with the terms of the Policy. The amount of the death benefit generally depends on the specified amount of insurance that you select, the death benefit option that you choose, your Policy’s cash value, and any additional insurance provided by riders that you purchase.

You may choose one of three Death Benefit Options:

	Option A is the greatest of:

	>	the current specified amount; or
	>	the minimum death benefit under the guideline premium life insurance compliance test; or
	>	the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

	Option B is the greatest of:
	>	the current specified amount plus the Policy's cash value on the date of the insured's death; or
	>	the minimum death benefit under the guideline premium life insurance compliance test; or
	>	the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

	Option C is the greatest of:
	>	the amount payable under Option A; or
	>	the current specified amount, multiplied by an age-based "factor," plus the Policy's cash value on the date of the insured's death; or
	>	the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

Cash Value

Cash value is the value of your Policy on any business day. It is not guaranteed – it depends on the performance of the investment options that you have chosen, the timing and the amount of premium payments you’ve made, Policy charges, and how much you’ve borrowed or withdrawn from the Policy.

You can access your cash value in several ways:

·	Withdrawals – you can withdraw part of your Policy’s cash value once each year after the first Policy year. Withdrawals are described in more detail in “Surrenders and Cash Withdrawals – Cash Withdrawals.”

·	Loans – you can take out a loan from us using your Policy’s cash value as security. Loans are described in “Loans.”

·	Surrender – You can surrender or cash in your Policy for its net surrender value while the insured is alive. Surrenders are described in more detail in the section entitled “Surrenders and Cash Withdrawals – Surrenders.” You may pay a substantial surrender charge.

Investment Options

You can choose to allocate your net premiums and cash value among a selection of variable investment options, each of which invests in a corresponding portfolio of various underlying funds. Your Policy also offers a fixed account option, which provides a guaranteed minimum rate of interest. In some cases, we may limit your transfer activity in order to deter disruptive trading and market timing. You can transfer cash value among investment options during the life of your Policy. You can reallocate cash value among the variable and fixed account investment options available under the Policy without paying any current income tax. We charge a $25 transfer processing fee for each transfer after the first 12 transfers in a Policy year. For more details, please refer to the section entitled “Transfers.”

Tax Benefits

We intend the Policy to satisfy the definition of life insurance under the Internal Revenue Code so that the death benefit generally should be excludable from the taxable income of the beneficiary. You also will generally not be taxed on any part of your Policy’s Cash Value unless you remove it. Please see “”Federal Income Tax Considerations” for a discussion regarding tax issues to consider when owning a life insurance policy.

Risks of Your Policy

Long-term Financial Planning

The Policy is designed to help meet long-term financial objectives by paying a death benefit to family members and other named beneficiaries. It is not suitable as a short-term savings vehicle. It may not be the right kind of policy if you plan to withdraw money or surrender your Policy for short-term needs. You may pay a substantial charge if you surrender your Policy. See the Fee Tables and your Policy for charges assessed when withdrawing from or surrendering your Policy.

Please discuss your insurance needs and financial objectives with your registered representative.

Risk of an Increase in Current Fees and Expenses

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

Investment Risks

If you invest your Policy’s cash value in one or more subaccounts, then you will be subject to the risk that investment performance of the subaccounts will be unfavorable and that the cash value in your Policy will decrease. Also, we deduct Policy fees and charges from your cash value, which can significantly reduce your cash value. During times of poor investment performance, this deduction will have an even greater impact on your cash value. You could lose everything you invest and your Policy could lapse without value, unless you pay additional premiums. If you allocate premiums to the fixed account, then we credit your fixed account value with a declared rate of interest. You assume the risk that the interest rate on the fixed account may decrease, although it will never be lower than a guaranteed minimum annual effective rate of 3%.

Risks of Managing General Account Assets

In addition to your fixed account allocations, general account assets are used to support the payment of the death benefit under the Policies. To the extent that Western Reserve is required to pay you amounts in addition to your Policy value under the death benefit, such amounts will come from general account assets. You should be aware that the general account is exposed to the risks normally associated with a portfolio of fixed-income securities, including interest rate, option, liquidity and credit risk. The Company’s financial statements contained in the Statement of Additional Information include a further discussion of risks inherent with the general account investments.

Premium Payments

Federal tax laws put limits on the premium payments you can make in relation to your Policy’s Death Benefit. We may refuse all or part of a premium payment that you make, or remove all of part of a premium from your Policy and return it to you under certain circumstances. Premium payments are described in more detail in “Premiums.”

Lapse

Your Policy stays In Force as long as you have sufficient cash value to cover your monthly deductions and Policy charges. Insufficient premium payments, poor investment performance, withdrawals, and unpaid loans or loan interest may cause your Policy to lapse – which means you will no longer have insurance coverage. A Policy lapse may have adverse tax consequences. There are costs associated with reinstating a lapsed Policy. For a detailed discussion of your Policy’s Lapse and Reinstatement policies, please refer to “Policy Lapse and Reinstatement.”

Withdrawals and Loans

Making a withdrawal or taking a loan may:

·	Change your Policy’s tax status

·	Reduce your Policy’s specified amount

·	Reduce your Policy’s death benefit

·	Reduce the death benefit proceeds paid to your beneficiary

·	Make your Policy more susceptible to lapsing.

Be sure to plan carefully before using these Policy benefits. For a detailed description of withdrawals and loans, and any associated risks, please see “Surrenders and Cash Withdrawals – Cash Withdrawals” and “Loans.”

Tax Risks

You may be subject to income tax if you take any withdrawals or surrender the Policy, or if your Policy lapses and you have not paid any outstanding policy debt.

If your Policy is a Modified Endowment Contract (“MEC”), cash withdrawals, surrenders, assignments, pledges, and loans that you make or that you receive during the life of the Policy may be subject to tax and a 10% penalty. A MEC is a special class of life insurance under the tax code. Unlike traditional insurance, funds that are withdrawn from a MEC policy in the form of loans, cash withdrawals, assignments, and pledges are treated as gross income to the policyowner to the extent of gain in the Policy and therefore are subject to taxation. Please see “Federal Income Tax Considerations” for more details regarding tax issues impacting a life insurance policy. Note: You should consult with your own qualified tax advisor to apply the law to your particular circumstances.

Portfolio Risks

A comprehensive discussion of the risks of each portfolio may be found in each portfolio’s prospectus. Please refer to the prospectuses for the portfolios for more information. There is no assurance that any portfolio will meet its investment objective.

Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning and surrendering the FEB Policy. Please Note: We have presented two versions of each table. Section A includes the fee tables for Policies that are applied for on or after September 22, 2008 (or subsequent state approval), regardless of when such Policies are issued, and are based on the Commissioners 2001 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“2001 C.S.O. Tables”) Section B includes the fee tables for Policies were applied for before September 22, 2008 and issued before January 1, 2009, and are based on the Commissioners 1980 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“1980 C.S.O. Tables”). (Please refer to the Supplement dated May 1, 2010 for the fees and expenses applicable to an Associate Policy). If the amount of a charge depends on the personal characteristics of the insured or the owner, then the fee table lists the minimum and maximum charges we assess under the Policy, and the fees and charges of a representative insured with the characteristics set forth below. These charges may not be representative of the charges you will pay.

SECTION A

Fee Tables for FEB Policies Applied for On or After September 22, 2008

(Based on the 2001 C.S.O. Tables)

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

The first table describes the fees and expenses that you will pay when buying or owning the Policy, paying premiums, making cash withdrawals from the Policy, surrendering the Policy, or transferring Policy cash value among the subaccounts and the fixed account. This page describes the Premium Expense Charges and the Cash Withdrawal Charge for all except residents of Puerto Rico. Please see the next page for the fees and expenses that are applicable for residents of Puerto Rico.

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Premium Expense Charges:	Upon payment of each premium	As a percentage of premium payment For All Except Residents of Puerto Rico: First 10 Policy years: 6% of premiums paid on Policy with a specified amount up to $249,999; 4.0% on Policy with a specified amount from $250,000 - $499,999. Policy years 11+: 2.5% of premiums paid on Policy with a specified amount up to $499,999. Never a charge on Policy with a specified amount of $500,000 or more, except in Puerto Rico as noted in the Table on the next page.	As a percentage of premium payment For All Except Residents of Puerto Rico: First 10 Policy years: 6% of premiums paid on Policy with a specified amount up to $249,999; 4.0% on Policy with a specified amount from $250,000 - $499,999. Policy years 11+: 2.5% of premiums paid on Policy with a specified amount up to $499,999. Never a charge on Policy with a specified amount of $500,000 or more, except in Puerto Rico as noted in the Table on the next page.
Cash Withdrawal Charge2	Upon withdrawal	2.0% of the amount withdrawn, not to exceed $25	2.0% of the amount withdrawn, not to exceed $25

1 The Company reserves the right at any time to change the current charge, but never to a level that exceeds the guaranteed charge.

2 When we incur the expense of expedited delivery of your cash withdrawal or complete surrender payment, we currently assess the following additional charges: $20 for overnight delivery ($30 for Saturday delivery); and $25 for wire service. You can obtain further information about these charges by contacting our administrative office.

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

For residents of Puerto Rico: This table describes the Premium Expense Charges and Cash Withdrawal Charges that are applicable to your Policy.

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Premium Expense Charges	Upon payment of each premium	As a percentage of premium payment For Residents of Puerto Rico Only: First 10 Policy years: 12% of premiums paid on Policy with a specified amount up to $249,999; 10.0% on Policy with a specified amount from $250,000 - $499,999; and 6% with a specified amount of $500,000 or more. Policy years 11+: 8.5% with a specified amount up to $499,999; and 6.0% with a specified amount of $500,000 or more.	As a percentage of premium payment For Residents of Puerto Rico only: First 10 Policy years: 10% of premiums paid on Policy with a specified amount up to $249,999; 8.0% on Policy with a specified amount from $250,000 - $499,999; and 4% with a specified amount of $500,000 or more. Policy years 11+: 6.5% with a specified amount up to $499,999; and 4.0% with a specified amount of $500,000 or more.
Cash Withdrawal Charge2	Upon withdrawal	2.0% of the amount withdrawn, not to exceed $25	2.0% of the amount withdrawn, not to exceed $25

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Surrender Charge3	Upon full surrender of the Policy during the first 15 Policy years or during the first 15 Policy years from the date of any increase in the specified amount
Maximum Charge4		$57.00 per $1,000 of specified amount during the first Policy year.	$57.00 per $1,000 of specified amount during the first Policy year.
Minimum Charge5		$11.99 per $1,000 of specified amount during the first Policy year.	$11.99 per $1,000 of specified amount during the first Policy year.
Initial Charge for a male insured, issue age 31, in the ultimate select non-tobacco use class		$17.47 per $1,000 of specified amount during the first Policy year.	$17.47 per $1,000 of specified amount during the first Policy year.
Transfer Charge6	Upon transfer	$25 for each transfer in excess of 12 per Policy year	$25 for each transfer in excess of 12 per Policy year

_______________________

3 The surrender charge will vary based on the issue age, gender and underwriting class of the insured on the Policy date and at the time of any increase in the specified amount. The amount of the surrender charge usually declines over time. Each increase in specified amount will have its own 15 year surrender charge period starting on the date of the increase and surrender charges that are based upon the insured’s age, gender and underwriting class at the time of the increase. (Note: only the increase in specified amount is subject to the additional 15 year surrender charge period.) The surrender charge for each segment of specified amount is calculated as the surrender charge per $1,000 of specified amount in that segment multiplied by the surrender charge factor. The surrender charge factor will be 1.00 for the first Policy year and then decrease each Policy year until it reaches zero at the end of the 15th Policy year after the Policy date (or date of any specified amount increase). The surrender charges shown in the table may not be typical of the charges you will pay. Please see examples in the “Surrender Charges” section of this prospectus. More detailed information about the surrender charges applicable to you is available from your agent.

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

5 This minimum surrender charge is based on an insured with the following characteristics: Female, issue age 0, in the juvenile underwriting class. This minimum charge may also apply to insureds with other characteristics.

6 The first 12 transfers per Policy year are free.

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Change in Net Premium Allocation Charge	Upon change of allocation instructions for premium payments	$25	None
Decrease Charge	When specified amount is decreased during the first 15 Policy years or during the first 15 years following any increase in specified amount	Equal to the surrender charge (as of the date of the decrease) applicable to that portion of the segment(s) of the specified amount that is/are decreased.	Equal to the surrender charge (as of the date of the decrease) applicable to that portion of the segment(s) of the specified amount that is/are decreased.
Living Benefit Rider7 (an Accelerated Death Benefit)	When rider is exercised	Discount Factor	Discount Factor

________________________

7 We reduce the single sum benefit by a discount factor to compensate us for lost income due to the early payment of the death benefit. The discount factor is equal to the current yield on 90-day U.S. Treasury bills or the Policy loan interest rate, whichever is greater. (Please see footnote 13 for a description of the loan rate.) For a complete description of the Living Benefit Rider, please refer to the section entitled “Living Benefit Rider (an Accelerated Death Benefit) in this prospectus.

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

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

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Monthly Policy Charge	Monthly, on the Policy date and on each Monthiversary	$10.00 per month during the first Policy year, $12.00 thereafter	$10.00 per month
Cost of Insurance8 (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary
Maximum Charge10		$29.79 per $1,000 of net amount at risk per month11	$28.30 per $1,000 of net amount at risk per month11
Minimum Charge12		$0.02 per $1,000 of net amount at risk per month11	$0.01 per $1,000 of net amount at risk per month11

8 Cost of insurance charges are based on the insured’s issue age, gender and underwriting class, the specified amount, Policy year, and the net amount at risk. Cost of insurance rates generally will increase each year with the age of the insured. Cost of insurance rates are generally lower for each band of specified amount. For example, band 2 (face amounts $250,000 - $499,999) generally has lower cost of insurance rates than those of band 1 (face amounts less than $250,000). The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your agent.

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

10 This maximum charge is based on an insured with the following characteristics: Male, age 85 at issue, standard tobacco class, with an initial face amount of less than $250,000 (Band 1) and in the 15th Policy year. This maximum charge may also apply to insureds with other characteristics.

11 The net amount at risk equals the death benefit on a Monthiversary, divided by 1.0024663, minus the cash value on such Monthiversary.

12 This minimum charge is based on an insured with the following characteristics: Female, age 5 at issue, juvenile class, with an initial face amount of $1,000,000 or higher (Band 4) and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Cost of Insurance (continued)
Initial Charge for a male insured, issue age 31, in the ultimate select non-tobacco use class, band 1		$.08 per $1,000 of net amount at risk per month11	$.08 per $1,000 of net amount at risk per month11
Mortality and Expense Risk Charge	Daily	Annual rate of 1.50% of average daily net assets of each subaccount in which you are invested	Annual rate of 1.50% for Policy years 1 – 15, and 0.75% for Policy years 16+, of average daily net assets of each subaccount in which you are invested
Loan Interest Spread13	On Policy anniversary or earlier, as applicable14	1.0% (effective annual rate)	0.75% (effective annual rate)
Optional Rider Charges:15
Accidental Death Benefit Rider16	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 70
Maximum Charge17		$0.18 per $1,000 of rider face amount per month	$0.18 per $1,000 of rider face amount per month
Minimum Charge18		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month

13 The Loan Interest Spread is the difference between the amount of interest we charge you for a loan (currently, an effective annual rate of 3.75%, guaranteed not to exceed 4.0%) and the amount of interest we credit to your loan reserve account (an effective annual rate of 3.0% guaranteed). After the 10th Policy year, we will charge preferred loan interest rates that are lower on a portion of the loan. The maximum loan interest spread on preferred loans is 1.00%, and the current spread is 0.0%.

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

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

16 Rider cost of insurance charges are based on some combination of the insured’s attained age, gender and underwriting class, the Policy year, and rider face amount. The cost of insurance rates shown in the table may not be representative of the charges you will pay. The rider will indicate the maximum guaranteed rider charges applicable to your Policy. You can obtain more information about this rider by contacting your agent.

17 This maximum charge is based on an insured with the following characteristics: Male, age 50 at issue standard tobacco underwriting class and in the 20th Policy year. This maximum charge may also apply to insureds with other characteristics.

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

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Accidental Death Benefit Rider (continued)
Initial Charge for a male insured, issue age 31		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month
Disability Waiver Rider19	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60
Maximum Charge20		$0.39 per $1,000 of base Policy specified amount per month	$0.39 per $1,000 of base Policy specified amount per month
Minimum Charge21		$0.03 per $1,000 of base Policy specified amount per month	$0.03 per $1,000 of base Policy specified amount per month
Initial charge for a male insured, issue age 31		$0.05 per $1,000 of base Policy specified amount per month	$0.05 per $1,000 of base Policy specified amount per month

19 Disability Waiver charges are based on the primary insured’s issue age, gender and net amount at risk. The charges shown are for Base Policy only (without riders). The addition of riders would increase these charges. The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your agent.

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

21This minimum charge is based on an insured with the following characteristics: Male, age 25 at issue. This minimum charge may also apply to insureds with other characteristics.

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Disability Waiver and Income Rider22	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60
Maximum Charge23		$0.86 per $10 monthly rider benefit	$0.86 per $10 monthly rider benefit
Minimum Charge24		$0.20 per $10 monthly rider benefit	$0.20 per $10 monthly rider benefit
Initial charge for a male insured, issue age 31		$0.24 per $10 monthly rider benefit	$0.24 per $10 monthly rider benefit
Children’s Insurance Rider25	Monthly, on the Policy date and on each Monthiversary until the youngest child reaches age 25	$0.60 per $1,000 of rider face amount per month	$0.60 per $1,000 of rider face amount per month
Other Insured Rider26 (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100, or the anniversary nearest the other insured’s 100th birthday if earlier
Maximum Charge27		$29.79 per $1,000 of rider face amount per month	$29.79 per $1,000 of rider face amount per month

22 The charge for this rider is based on the primary insured’s issue age, gender and the amount of monthly income benefit that would be paid in the event of a total disability as defined in the rider.

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

24 This minimum charge is based on an insured with the following characteristics: Male, age 27 at issue. This minimum charge may also apply to insureds with other characteristics.

25 The charge for this rider is based on the rider face amount and the cost per $1,000 does not vary.

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

27 This maximum charge is based on an insured with the following characteristics: Male, age 85 at issue standard tobacco underwriting class and in the 15th Policy year. This maximum charge may also apply to insureds with other characteristics.

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Other Insured Rider26 (continued) (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100, or the anniversary nearest the other insured’s 100th birthday if earlier
Minimum Charge28		$0.02 per $1,000 of rider face amount per month	$0.02 per $1,000 of rider face amount per month
Initial charge for a female insured, issue age 32, in the ultimate select non-tobacco use class		$0.06 per $1,000 of rider face amount per month	$0.06 per $1,000 of rider face amount per month
Primary Insured Rider26 (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 95
Maximum Charge29		$22.81 per $1,000 of rider face amount per month	$20.06 per $1,000 of rider face amount per month
Minimum Charge28		$0.02 per $1,000 of rider face amount per month	$0.02 per $1,000 of rider face amount per month
Initial charge for a male insured, issue age 31, in the ultimate select non-tobacco use class		$0.08 per $1,000 of rider face amount per month	$0.08 per $1,000 of rider face amount per month
Primary Insured Plus Rider26 (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 90
Maximum Charge		$16.52 per $1,000 of rider face amount per month30	$14.91 per $1,000 of rider face amount per month31

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

29 This maximum charge is based on an insured with the following characteristics: Male, age 85 at issue standard tobacco underwriting class and in the 10th Policy year. This maximum charge may also apply to insureds with other characteristics.

30 This maximum charge is based on an insured with the following characteristics: Male, age 85 at issue, standard tobacco use class and in the 5th Policy year. This maximum charge may also apply to insureds with other characteristics.

31 This maximum charge is based on an insured with the following characteristics: Male, age 74 at issue, standard tobacco use class, 16th Policy year and a band 1 rider face amount of less than $1,000,000. This maximum charge may also apply to insureds with other characteristics.

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Primary Insured Plus Rider26 (without Extra Ratings) (continued)
Minimum Charge		$0.04 per $1,000 of rider face amount per month32	$0.03 per $1,000 of rider face amount per month33
Initial charge for a male insured, issue age 31, in the ultimate select non-tobacco use class		$0.08 per $1,000 of rider face amount per month	$0.06 per $1,000 of rider face amount per month

For information concerning compensation paid for the sale of the Policy, see “Sale of the Policies.”

__________________________

32 This minimum charge is based on an insured with the following characteristics: Female, age 18 at issue, ultimate select non-tobacco use class and in the first Policy year. The minimum charge may also apply to insureds with other characteristics.

33 This minimum charge is based on an insured with the following characteristics: Female, age 29 at issue, ultimate select non-tobacco use class first Policy year and in a band 2 rider face amount of $1,000,000 or above. The minimum charge may also apply to insureds with other characteristics.

SECTION B

Fee Tables for FEB Policies Applied for Before September 22, 2008 and Issued Before January 1, 2009

(Based on the 1980 C.S.O. Tables)

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

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

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Premium Charges:	Upon payment of each premium	As % of premium payment	As % of premium payment
Premium Expense Charge		First 10 Policy years: 6% on Policy with a specified amount of less than $250,000; and 4.0% on Policy with a specified amount of $250,000 - $499,999	First 10 Policy years: 6% on Policy with a specified amount of less than $250,000; and 4.0% on Policy with a specified amount of $250,000 - $499,999
		Policy year 11+: 2.5% on Policy with specified amount up to $499,999 Never a charge on Policy with a specified amount of $500,000 or more.	Policy year 11+: 2.5% on Policy with specified amount up to $499,999 Never a charge on Policy with a specified amount of $500,000 or more.
Premium Collection Charge (only for Policies on direct pay notice)	Upon payment of each premium	$3 per premium payment	$0 per premium payment
Cash Withdrawal Charge2	Upon withdrawal	2.0% of the amount withdrawn, not to exceed $25	2.0% of the amount withdrawn, not to exceed $25

1 The Company reserves the right at any time to change the current charge, but never to a level that exceeds the guaranteed charge.

2 When we incur the expense of expedited delivery of your cash withdrawal or complete surrender payment, we currently assess the following additional charges: $20 for overnight delivery ($30 for Saturday delivery); and $25 for wire services. You can obtain further information about these charges by contacting our administrative office.

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Surrender Charge3	Upon full surrender of the Policy during the first 15 Policy years or during the first 15 Policy years from the date of any increase in the specified amount
Maximum Charge4		$57.00 per $1,000 of specified amount during the first Policy year.	$57.00 per $1,000 of specified amount during the first Policy year.
Minimum Charge5		$7.68 per $1,000 of specified amount during the first Policy year.	$7.68 per $1,000 of specified amount during the first Policy year.
Initial Charge for a male insured, issue age 31, in the ultimate select non-tobacco use class		$13.04 per $1,000 of specified amount during the first Policy year.	$13.04 per $1,000 of specified amount during the first Policy year.
Transfer Charge6	Upon transfer	$25 for each transfer in excess of 12 per Policy year	$25 for each transfer in excess of 12 per Policy year

3 The surrender charge will vary based on the issue age, gender and underwriting class of the insured on the Policy date and at the time of any increase in the specified amount. The amount of the surrender charge usually declines over time. Each increase in specified amount will have its own 15 year surrender charge period starting on the date of the increase, and surrender charges that are based upon the insured’s age, gender and underwriting class at the time of the increase. (Note: only the increase in specified amount is subject to the additional 15 year surrender charge period.) The surrender charge for each segment of specified amount is calculated as the surrender charge per $1,000 of specified amount in that segment multiplied by the surrender charge factor. The surrender charge factor will be 1.00 for the first Policy year and then decrease each Policy year until it reaches zero at the end of the 15th Policy year after the Policy date (or date of any specified amount increase). The surrender charges shown in the table may not be typical of the charges you will pay. Please see examples in the Surrender Charge section of this prospectus. More detailed information about the surrender charges applicable to you is available from your agent.

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

6 The first 12 transfers per Policy year are free.

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Change in Net Premium Allocation Charge	Upon change of allocation instructions for premium payments	$25	None
Decrease Charge	When specified amount is decreased during the first 15 Policy years or during the first 15 years following any increase in specified amount	Equal to the surrender charge (as of the date of the decrease) applicable to that portion of the segment(s) of the specified amount that is/are decreased.	Equal to the surrender charge (as of the date of the decrease) applicable to that portion of the segment(s) of the specified amount that is/are decreased.
Living Benefit Rider7 (an Accelerated Death Benefit)	When rider is exercised	Discount Factor	Discount Factor

7 We reduce the single sum benefit by a discount factor to compensate us for lost income due the early payment of the death benefit. The discount factor is equal to the current yield on 90-day Treasury bills or the Policy loan interest rate, whichever is greater. (Please see footnote 13 for a description of the loan rate.) For a complete description of the Living Benefit Rider, please refer to the section entitled “Living Benefit Rider (an Accelerated Death Benefit) in this prospectus.

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

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

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Monthly Policy Charge	Monthly, on the Policy date and on each Monthiversary	$5.00 per month during the first Policy year, $7.50 per month thereafter	$5.00 per month
Cost of Insurance8 (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary
Maximum Charge10		$83.33 per $1,000 of net amount at risk per month11	$60.21 per $1,000 of net amount at risk per month11
Minimum Charge12		$0.06 per $1,000 of net amount at risk per month11	$0.05 per $1,000 of net amount at risk per month11

8 Cost of insurance charges are based on the insured’s issue age, gender and underwriting class, the specified amount, Policy year, and the net amount at risk. Cost of insurance rates generally will increase each year with the age of the insured. Cost of insurance rates are generally lower for each higher band of specified amount. For example, band 2 (face amounts $250,000 - $499,999) generally has lower cost of insurance rates than those of band 1 (face amounts less than $250,000). The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your agent.

11 The net amount at risk equals the death benefit on a Monthiversary, divided by 1.0024663, minus the cash value on such Monthiversary.

12 This minimum charge is based on an insured with the following characteristics: Female, age 10 at issue, juvenile class, with an initial face amount of $1,000,000 or higher (Band 4) and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Cost of Insurance (continued)
Initial Charge for a male insured, issue age 31, in the ultimate select non-tobacco use class, band 1		$0.12 per $1,000 of net amount at risk per month11	$0.12 per $1,000 of net amount at risk per month11
Mortality and Expense Risk Charge	Daily	Annual rate of 0.90% for Policy years 1 – 15, and 0.60% for Policy years 16+, of average daily net assets of each subaccount in which you are invested	Annual rate of 0.90% for Policy years 1 – 15, and 0.30% for Policy years 16+, of average daily net assets of each subaccount in which you are invested
Loan Interest Spread13	On Policy anniversary or earlier, as applicable14	1.0% (effective annual rate)	0.75% (effective annual rate)
Optional Rider Charges:15
Accidental Death Benefit Rider16	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 70
Maximum Charge17		$0.18 per $1,000 of rider face amount per month	$0.18 per $1,000 of rider face amount per month
Minimum Charge18		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month

14While a Policy loan is outstanding, loan interest is payable in arrears on each Policy anniversary, or, if earlier, on the date of loan repayment, Policy lapse, surrender, Policy termination, or the insured’s death.

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

16 Rider cost of insurance charges are based on some combination of the insured’s attained age, gender and rider face amount. The cost of insurance rates shown in the table may not be representative of the charges you will pay. The rider will indicate the maximum guaranteed rider charges applicable to your Policy. You can obtain more information about this rider by contacting your agent.

18This minimum charge is based on an insured with the following characteristics: Male, age 45 at issue and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Accidental Death Benefit Rider (continued)
Initial Charge for a male insured, issue age 31		$0.10 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month
Disability Waiver Rider19	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60
Maximum Charge20		$0.39 per $1,000 of base Policy specified amount per month	$0.39 per $1,000 of base Policy specified amount per month
Minimum Charge21		$0.03 per $1,000 of base Policy specified amount per month	$0.03 per $1,000 of base Policy specified amount per month
Initial charge for a male insured, issue age 31		$0.05 per $1,000 of base Policy specified amount per month	$0.05 per $1,000 of base Policy specified amount per month

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

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

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Disability Waiver and Income Rider22	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60
Maximum Charge23		$0.86 per $10 monthly rider units	$0.86 per $10 monthly rider units
Minimum Charge24		$0.20 per $10 monthly rider units	$0.20 per $10 monthly rider units
Initial charge for a male insured, issue age 31		$0.24 per $10 monthly rider units	$0.24 per $10 monthly rider units
Children’s Insurance Rider25	Monthly, on the Policy date and on each Monthiversary until the youngest child reaches age 25	$0.60 per $1,000 of rider face amount per month	$0.60 per $1,000 of rider face amount per month
Other Insured Rider26 (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100, or the anniversary nearest the other insured’s 100th birthday if earlier
Maximum Charge27		$83.33 per $1,000 of rider face amount per month	$70.83 per $1,000 of rider face amount per month

22 The charge for this rider is based on the primary insured’s issue age, gender and the amount of monthly income benefit that you would be paid in the event of total disability as defined in the rider.

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

24 This minimum charge is based on an insured with the following characteristics: Male, age 27 at issue. This minimum charge may also apply to insureds with other characteristics.

25 The charge for this rider is based on the rider face amount and the cost per $1,000 does not vary.

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Other Insured Rider26 (continued) (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100, or the anniversary nearest the other insured’s 100th birthday if earlier
Minimum Charge28		$0.06 per $1,000 of rider face amount per month	$0.06 per $1,000 of rider face amount per month
Initial charge for a female insured, issue age 32, in the ultimate select non-tobacco use class		$0.11 per $1,000 of rider face amount per month	$0.11 per $1,000 of rider face amount per month
Primary Insured Rider26 (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 95
Maximum Charge29		$24.85 per $1,000 of rider face amount per month	$20.06 per $1,000 of rider face amount per month
Minimum Charge28		$0.06 per $1,000 of rider face amount per month	$0.05 per $1,000 of rider face amount per month
Initial charge for a male insured, issue age 31, in the ultimate select non-tobacco use class		$0.12 per $1,000 of rider face amount per month	$0.10 per $1,000 of rider face amount per month
Primary Insured Plus Rider26 (without Extra Ratings)9	Monthly, on the Policy date and on each Monthiversary until the insured reaches age 90
Maximum Charge		$18.46 per $1,000 of rider face amount per month30	$14.91 per $1,000 of rider face amount per month31

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Periodic Charges Other Than Portfolio Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Charge	Current Charge1
Primary Insured Plus Rider26 (without Extra Ratings) (continued)
Minimum Charge		$0.08 per $1,000 of rider face amount per month32	$0.03 per $1,000 of rider face amount per month33
Initial charge for a male insured, issue age 31, in the ultimate select non-tobacco use class		$0.12 per $1,000 of rider face amount per month	$0.06 per $1,000 of rider face amount per month

For information concerning compensation paid for the sale of the Policy, see “Sale of the Policies.”

Range of Expenses for the Portfolios1, 2

The next table shows the lowest and highest total operating expenses charged by the portfolios during the fiscal year ended December 31, 2009. Expenses of the portfolios may be higher or lower in the future. More detail concerning each portfolio’s fees and expenses is contained in the prospectus for each portfolio.

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

1 The portfolio expenses used to prepare this table were provided to Western Reserve by the funds. Western Reserve has not independently verified such information. The expenses shown are those incurred for the year ended December 31, 2009. Current or future expenses may be greater or less than those shown.

2 The table showing the range of expenses for the portfolios takes into account the expenses of several Transamerica Series Trust asset allocation portfolios that are each a “fund of funds.” A “fund of funds” portfolio typically allocates its assets, within predetermined percentage ranges, among certain other Transamerica Series Trust portfolios and certain portfolios of the Transamerica Funds (each such portfolio an "Acquired Fund"). Each “fund of funds” has its own set of operating expenses, as does each of the portfolios in which it invests. In determining the range of portfolio expenses, Western Reserve took into account the information received from the Transamerica Series Trust on the combined actual expenses for the “fund of funds” and the portfolios in which it invests. (The combined expense information includes the Acquired Fund (i.e., the underlying fund’s) fees and expenses for the Transamerica Series Trust asset allocation portfolios.) See the prospectus for the Transamerica Series Trust for a presentation of the applicable Acquired Fund fees and expenses.

3 The range of Net Annual Portfolio Operating Expenses takes into account contractual arrangements for ____ portfolios that require a portfolio’s investment adviser to reimburse or waive portfolio expenses until April 30, 2010.

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

Western Reserve

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

Financial Condition of the Company

The benefits under the Policy are paid by Western Reserve from its General Account assets and/or your cash value held in the Company’s separate account. It is important that you understand that payment of the benefits is not guaranteed and depends upon certain factors discussed below.

Assets in the Separate Account. You assume all of the investment risk for your cash value that is allocated to the subaccounts of the separate account. Your cash value in those subaccounts constitutes a portion of the assets of the separate account. These assets are segregated and insulated from our general account, and may not be charged with liabilities arising from any other business that we may conduct. See "The Separate Account."

Assets in the General Account. You also may be permitted to make allocations to the fixed account, which is supported by the assets in our general account. See "The Fixed Account." Any guarantees under the Policy that exceed your cash value, such as those associated with any living benefit riders and any death benefit riders, are paid from our general account (and not the separate account). Therefore, any amounts that we may be obligated to pay under the Policy in excess of cash value is subject to our financial strength and claims-paying ability and our long-term ability to make such payments. The assets of the separate account, however, are also available to cover the liabilities of our general account, but only to the extent that the separate account assets exceed the separate account liabilities arising under the Policies supported by it.

We issue other types of insurance policies and financial products as well, and we also pay our obligations under these products from our assets in the general account.

Our Financial Condition. As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all the contractual obligations of our general account to our policyowners. We monitor our reserves so that we hold sufficient amounts to cover actual or expected policy and claims payments. In addition, we hedge our investments in our general account, and may require purchasers of certain of the variable insurance products that we offer to allocate premium payments and cash value in accordance with specified investment requirements. However, it is important to note that there is no guarantee that we will always be able to meet our claims-paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our general account assets, which include bonds, mortgages, general real estate investments, and stocks, as well as the loss in market value of these investments. We may also experience liquidity risk if our general account assets cannot be readily converted into cash to meet obligations to our policyowners or to provide the collateral necessary to finance our business operations.

We are continuing to evaluate our investment portfolio to mitigate market risk and actively manage the investments in the portfolio.

How to Obtain More Information. We encourage both existing and prospective policyowners to read and understand our financial statements. We prepare our financial statements on a statutory basis. Our financial statements, which are presented in conformity with accounting practices prescribed or permitted by the Ohio Department of Insurance - as well as the financial statements of the separate account—are located in the Statement of Additional Information (SAI). The SAI is available at no charge by writing to our administrative office - Western Reserve Life Assurance Co. of Ohio, 570 Carillon Parkway, St. Petersburg, Florida 33716 - or by calling us at (800) 851-9777, or by visiting our website www.westernreserve.com. In addition, the SAI is available on the SEC’s website at http://www.sec.gov. Our financial strength ratings, which reflect the opinions of leading independent rating agencies of WRL's ability to meet its obligations to its policy owners, are available on our website and the websites of these Nationally Recognized Statistical Ratings Organizations--A.M. Best Company (www.ambest.com), Moody's Investor Service (www.moodys.com) Standard & Poor's (www.standardandpoors.com) and Fitch Ratings (www.fitchratings.com).

The Separate Account

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

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

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

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

·	Remove, combine, or add subaccounts and make the combined or new subaccounts available to you at our discretion;
·	Substitute shares of another registered open-end management company, which may have different fees and expenses, for shares of a subaccount at our discretion;
·	Close subaccounts to allocations of new premiums by existing or new policyowners at any time at our discretion;
·	Transfer assets supporting the Policies from one subaccount to another, or from the separate account to another separate account;
·	Combine the separate account with other separate accounts, and/or create new separate accounts;
·	Deregister the separate account under the 1940 Act, or operate the separate account as a management investment company under the 1940 Act, or as any other form permitted by law; and
·	Modify the provisions of the Policy to reflect changes to the subaccounts and the separate account and to comply with applicable law.

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

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

The Fixed Account

The fixed account is part of Western Reserve's general account. We use general account assets to support our insurance and annuity obligations other than those funded by separate accounts. Subject to applicable law, Western Reserve has sole discretion over the investment of the fixed account's assets. Western Reserve bears the full investment risk for all amounts contributed to the fixed account. Western Reserve guarantees that the amounts allocated to the fixed account will be credited interest daily at an annual net effective interest rate of at least 3.0%. We will determine any interest rate credited in excess of the guaranteed rate at our sole discretion. We have no formula for determining fixed account interest rates in excess of the guaranteed rate nor any duration for such rates.

Money you place in the fixed account will begin earning interest compounded daily at the current interest rate in effect at the time of your allocation. For Policies applied for on or after September 22, 2008, unless otherwise required by state law, we may restrict your allocations and transfers to the fixed account if the fixed account value, excluding the loan reserve, following the allocation or transfer would exceed $250,000. (This restriction does not apply to any transfer to the fixed account necessary in the exercise of conversion rights.) We may declare current interest rates from time to time. We may declare more than one interest rate for different money based upon the date of allocation or transfer to the fixed account. When we declare a current interest rate higher than the guaranteed rate on amounts allocated to the fixed account, we guarantee the higher rate on those amounts for at least one year (the "guarantee period") unless those amounts are transferred to the loan reserve. At the end of the guarantee period we may declare a new current interest rate on those amounts and any accrued interest thereon. We will guarantee this new current interest rate for another guarantee period. We credit interest greater than 3.0% during any guarantee period at our sole discretion. You bear the risk that interest we credit will not exceed 3.0%.

We allocate amounts from the fixed account for cash withdrawals, transfers to the subaccounts, or the monthly deductions charges on a first in, first out basis ("FIFO") for the purpose of crediting interest.

New Jersey: If your Policy was applied for in the State of New Jersey before September 22, 2008 and issued before January 1, 2009, the fixed account is not available to you. You may not direct or transfer premium payments or cash value to the fixed account. The fixed account is used solely for Policy loans.

The fixed account has not been registered with the Securities and Exchange Commission and the staff of the Securities and Exchange Commission has not reviewed the disclosure in this prospectus relating to the fixed account. Disclosures regarding the fixed account, however, may be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in this prospectus.The Portfolios

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

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

Each portfolio’s investment objective(s) and policies are summarized below. There is no assurance that a portfolio will achieve its stated objective(s). Certain portfolios may have investment objectives and policies similar to other portfolios that are managed by the same investment adviser or sub-adviser. The investment results of the portfolios, however, may be higher or lower than those of such other portfolios. We do not guarantee or make any representation that the investment results of the portfolios will be comparable to any other portfolio, even those with the same investment adviser or manager.

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


Portfolio	Investment Adviser/Sub-Adviser	Investment Objective
TRANSAMERICA SERIES TRUST:
Transamerica AEGON High Yield Bond VP1	AEGON USA Investment Management	Seeks a high level of current income by investing in high-yield debt securities.
Transamerica Asset Allocation – Conservative VP*	Transamerica Asset Management, Inc. Portfolio Construction Consultant:** Morningstar Associates, LLC	Seeks current income and preservation of capital.
Transamerica Asset Allocation – Growth VP*	Transamerica Asset Management, Inc. Portfolio Construction Consultant:** Morningstar Associates, LLC	Seeks long-term capital appreciation.
Transamerica Asset Allocation – Moderate Growth VP*	Transamerica Asset Management, Inc. Portfolio Construction Consultant:** Morningstar Associates, LLC	Seeks capital appreciation with current income as a secondary objective.
Transamerica Asset Allocation – Moderate VP*	Transamerica Asset Management, Inc. Portfolio Construction Consultant:** Morningstar Associates, LLC	Seeks capital appreciation and current income.
Transamerica Balanced VP	Transamerica Investment Management, LLC	Seeks long-term capital growth and current income with a secondary objective of capital preservation, by balancing investments among stocks, bonds, and cash or cash equivalents.

1Formerly, Transamerica MFS High Yield Bond VP. Under normal market conditions, this portfolio invests at least 80% of its net assets in credit default swaps and other financial instruments that in combination have economic characteristics similar to the high yield debt (“junk bonds”) market and/or in high yield debt securities.

*Each asset allocation portfolio invests in a combination of underlying Transamerica Series Trust and Transamerica Funds portfolios.

**In Morningstar’s role as portfolio construction manager, Morningstar makes asset allocation and fund selection decisions for the portfolio.


Portfolio	Investment Adviser/Sub-Adviser	Investment Objective
Transamerica BlackRock Large Cap Value VP	BlackRock Investment Management, LLC	Seeks long-term capital growth.
Transamerica Clarion Global Real Estate Securities VP	ING Clarion Real Estate Securities, L.P.	Seeks long-term total return from investments primarily in equity securities of real estate companies. Total return consists of realized and unrealized capital gains and losses plus income.
Transamerica Convertible Securities VP	Transamerica Investment Management, LLC	Seeks maximum total return through a combination of current income and capital appreciation.
Transamerica Diversified Equity***	Transamerica Investment Management, LLC	[to come]
Transamerica Efficient Markets VP	AEGON USA Investment Management, Inc.	Seeks capital appreciation while seeking income as a secondary objective.
Transamerica Federated Market Opportunity VP	Federated Equity Management Company of Pennsylvania	Seeks total return by investing in securities that have defensive characteristics.
Transamerica Focus2	Transamerica Investment Management, LLC	[to come]
Transamerica Foxhall Global Conservative VP****	Transamerica Asset Management, Inc. Foxhall Capital Management, Inc.	Seeks modest growth and preservation of capital.
Transamerica Foxhall Emerging Markets/Pacific Rim VP****	Transamerica Asset Management, Inc. Foxhall Capital Management, Inc.	Seeks long-term growth of capital.
Transamerica Foxhall Global Growth VP****	Transamerica Asset Management, Inc. Foxhall Capital Management, Inc.	Seeks long-term growth of capital.
Transamerica Foxhall Global Hard Asset VP****	Transamerica Asset Management, Inc. Foxhall Capital Management, Inc.	Seeks long-term growth of capital.
Transamerica Growth Opportunities VP	Transamerica Investment Management LLC	Seeks to maximize long-term growth.

*** Formerly, Transamerica Templeton Global VP.

**** This portfolio utilizes a tactical asset allocation strategy to seek to achieve its objective by investing in underlying funds consisting of Exchange Traded Funds (“ETF’s) and money market mutual funds. Tactical asset allocation is an investment strategy that involves keeping certain percentages of total assets invested in specific asset classes (e.g., equity, fixed-income, physical commodities, currency, etc.) and may involve frequent trading in and out of those asset classes. Please see the portfolio’s prospectus for a complete description of the portfolio’s investment strategies and the risks of investing in the portfolio.

2Formerly, Transamerica Legg Mason Partners All Cap VP.


Portfolio	Investment Adviser/Sub-Adviser	Investment Objective
Transamerica Hanlon Balanced VP┴	Transamerica Asset Management, Inc. Hanlon Investment Management, Inc.	Seeks current income and capital appreciation.
Transamerica Hanlon Growth VP┴	Transamerica Asset Management, Inc. Hanlon Investment Management, Inc.	Seeks long-term capital appreciation.
Transamerica Hanlon Growth and Income VP┴	Transamerica Asset Management, Inc. Hanlon Investment Management, Inc.	Seeks capital appreciation and some current income.
Transamerica Hanlon Managed Income VP┴	Transamerica Asset Management, Inc. Hanlon Investment Management, Inc.	Seeks conservative stability.
Transamerica Index 50 VP	AEGON USA Investment Management, LLC	Seeks to balance capital appreciation and income.
Transamerica Index 75 VP	AEGON USA Investment Management, LLC	Seeks capital appreciation as a primary objective and income as a secondary objective.
Transamerica International Moderate Growth VP*	Transamerica Asset Management, Inc. Portfolio Construction Consultant:** Morningstar Associates, LLC	Seeks capital appreciation with current income as a secondary objective.
Transamerica JPMorgan Core Bond VP	JPMorgan Investment Management Inc.	Seeks the highest possible current income within the confines of the primary goal of ensuring the protection of capital.
Transamerica JPMorgan Enhanced Index VP	JPMorgan Investment Management Inc.	Seeks to earn a total return modestly in excess of the total return performance of the S&P 500 Composite Stock Price Index (including the reinvestment of dividends) while maintaining a volatility of return similar to the S&P 500 Composite Stock Price Index.

*Each asset allocation portfolio invests in a combination of underlying Transamerica Series Trust and Transamerica Funds portfolios.

** In Morningstar’s role as portfolio construction manager, Morningstar makes asset allocation and fund selection decisions for the portfolio.

┴ This portfolio utilizes both a tactical asset allocation strategy and a strategic asset allocation strategy to seek to achieve its objective by investing in underlying funds that consist of ETF’s and money market mutual funds. Tactical asset allocation is an investment strategy that involves keeping certain percentages of total assets invested in specific asset classes (e.g., equity, fixed-income, physical commodities, currency, etc.) and may involve frequent trading in and out of those asset classes. Strategic asset allocation involves a periodic review and rebalancing of a portfolio’s initial asset mix to attempt to maintain the best asset mix for the portfolio to seek to achieve its objective, and the investments are typically longer-tem in nature. Please see the portfolio’s prospectus for a complete description of the portfolio’s investment strategies and the risks of investing in the portfolio.


Portfolio	Investment Adviser/Sub-Adviser	Investment Objective
Transamerica JPMorgan Mid Cap Value VP+	JPMorgan Investment Advisors, Inc.	Seeks growth from capital appreciation.
Transamerica Jennison Growth VP	Jennison	[to come]
Transamerica MFS International Equity VP	MFS® Investment Management	Seeks capital growth.
Transamerica Money Market VP+++	Transamerica Investment Management, LLC	Seeks maximum current income from money market securities consistent with liquidity and preservation of principal.
Transamerica PIMCO Total Return VP	Pacific Investment Management Company LLC	Seeks maximum total return consistent with preservation of capital and prudent investment management.
Transamerica Small/Mid Cap Value VP	Transamerica Investment Management, LLC	Seeks to maximize total return.
Transamerica T. Rowe Price Small Cap VP	T. Rowe Price Associates, Inc.	Seeks long-term growth of capital by investing primarily in common stocks of small growth companies.
Transamerica Third Avenue Value VP	Third Avenue Management LLC	Seeks long-term capital appreciation.

+This portfolio no longer accepts new investments from current or prospective investors. If you surrender your Policy’s cash value from this portfolio, you may not reinvest in this portfolio.

++This portfolio, under normal market conditions, invests at least 80% of its net assets in high-yield, fixed-income securities, which are generally lower rated bonds commonly known as “junk bonds.”

+++There can be no assurance that the Transamerica Money Market VP portfolio will be able to maintain a stable net asset value per share. During extended periods of low interest rates, and partly as a result of insurance charges, the yield on the WRL Transamerica Money Market VP subaccount may become extremely low and possibly negative.


Portfolio	Investment Adviser/Sub-Adviser	Investment Objective
Transamerica U.S. Government Securities VP	Transamerica Investment Management, LLC	Seeks to provide as high a level of total return as is consistent with prudent investment strategies by investing under normal conditions at least 80% of its net assets in U.S. government debt obligations and mortgage-backed securities issued or guaranteed by the U.S. government, its agencies or government-sponsored entities.
Transamerica Van Kampen Large Cap Core VP	Morgan Stanley Investment Management, Inc. (doing business as “Van Kampen”)	Seeks capital appreciation.
Transamerica Van Kampen Mid-Cap Growth VP	Van Kampen Asset Management	Seeks capital appreciation.
Transamerica WMC Diversified Growth VP♦	Wellington Management Company, LLP	Seeks to maximize long-term growth.
FIDELITY FUNDS:
Fidelity VIP Contrafund® Portfolio♦	Fidelity Management & Research Company	Seeks long-term capital appreciation.
Fidelity VIP Equity-Income Portfolio♦	Fidelity Management & Research Company	Seeks reasonable income. The fund will also consider the potential for capital appreciation. The fund’s goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor’s 500SM Index.
Fidelity VIP Growth Opportunities Portfolio♦♦	Fidelity Management & Research Company	Seeks to provide capital growth.
Fidelity VIP Index 500 Portfolio	Fidelity Management & Research Company	Seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500SM Index.
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.:
AllianceBernstein Balanced Wealth Strategy Portfolio	AllianceBernstein L.P.	Seeks to maximize total return consistent with the Adviser’s determination of reasonable risk.
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST:
Franklin Templeton VIP Founding Funds Allocation Fund	Franklin Adviser’s Inc. Administrator: Franklin Templeton Services, LLC (FT Services) ♦♦	Seeks capital appreciation with a secondary goal of income.

♦Effective May 1, 2003, this portfolio was no longer available for sale to new investors.

♦♦Formerly, Transamerica Equity VP.

♦♦♦ In its role as Administer, FT Services provides certain administrative services and facilities for the fund. FT Services also monitors the percentage of the Fund’s assets allocated to the underlying funds and seeks to rebalance the Fund’s portfolio whenever the percentage of assets allocated to one or more of the funds and seeks to rebalance the Fund’s portfolio whenever the percentage allocated to one or more underlying funds is below or above 3% of the applicable fixed percentage.


Portfolio		Investment Adviser/Sub-Adviser	Investment Objective
PROFUNDS: ♦♦♦
ProFund VP Asia 30		ProFund Advisors LLC			Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the ProFunds Asia 30 Index.
ProFund VP Basic Materials	ProFund Advisors LLC			Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Basic Materials Index.
ProFund VP Bull	ProFund Advisors LLC			Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 Index SM.
ProFund VP Consumer Services	ProFund Advisors LLC			Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Consumer Services Index®.
ProFund VP Emerging Markets	ProFund Advisors LLC			Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Bank of New York Emerging Markets 50 ADR Index.
ProFund VP Europe 30	ProFund Advisors LLC			Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the ProFunds Europe 30 Index.
ProFund VP Falling U.S. Dollar	ProFund Advisors LLC			Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the U.S. Dollar Index (USDX).
ProFund VP Financials	ProFund Advisors LLC			Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Financials Index.

♦♦♦The ProFunds VP and Access Trust portfolios permit frequent transfers. Frequent transfers may increase portfolio turnover. A high level of portfolio turnover may negatively impact performance by increasing transaction costs. In addition, large movements of assets into and out of a ProFunds or Access Trust VP portfolio may negatively impact a fund’s ability to achieve its investment objective or maintain a consistent level of operating expenses. See “Disruptive Trading and Market Timing.” Some ProFunds or Access Trust VP portfolios may use investment techniques not associated with most mutual fund portfolios. Investors in the ProFunds and Access Trust VP portfolios will bear additional investment risks. See the ProFunds VP or Access Trust prospectus for a description of the investment objectives and risks associated with investing in the ProFunds or Access Trust VP portfolios.


Portfolio	Investment Adviser/Sub-Adviser	Investment Objective
ProFund VP International	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index.
ProFund VP Japan	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Nikkei 225 Stock Average; seeks to provide a return consistent with an investment in the component equities in the Nikkei 225 Stock Average hedged to U.S. Dollars.
ProFund VP Mid-Cap	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P MidCap 400 Index®.
ProFund VP Money Market±	ProFund Advisors LLC	Seeks a high level of current income consistent with liquidity and preservation of capital.
ProFund VP NASDAQ-100	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the NASDAQ-100 Index.
ProFund VP Oil & Gas	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Oil & Gas Index.
ProFund VP Pharmaceuticals	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Pharmaceuticals Index.
ProFund VP Precious Metals	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones Precious Metals Index.
ProFund VP Short Emerging Markets	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the Bank of New York Emerging Markets 50 ADR Index.

±There can be no assurance that the ProFund VP Money Market portfolio will be able to maintain a stable net asset value per share. During extended periods of low interest rates, and partly as a result of insurance charges, the yield on the ProFund VP Money Market subaccount may become extremely low and possibly negative.


Portfolio	Investment Adviser/Sub-Adviser	Investment Objective
ProFund VP Short International	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index.
ProFund VP Short NASDAQ-100	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the NASDAQ-100 Index.
ProFund VP Short Small-Cap	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the Russell 2000 Index.
ProFund VP Small-Cap	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Russell 2000 Index.
ProFund VP Small-Cap Value	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P SmallCap 600/Citigroup Value Index.
ProFund VP Telecommunications	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Telecommunications Index.
ProFund VP UltraSmall-Cap	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell 2000 Index.
ProFund VP U.S. Government Plus	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to one and one-quarter times (125%) the daily price movement of the most recently issued 30-year U.S. Treasury Bond (“Long Bond”).
ProFund VP Utilities	ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Utilities Index.

ACCESS TRUST: ♦♦♦
Access VP High Yield Fund♦♦♦♦	ProFund Advisors LLC	Seeks to provide investment results that correspond generally to the total return of the high yield market consistent with maintaining reasonable liquidity.

♦♦♦The ProFunds VP and Access Trust portfolios permit frequent transfers. Frequent transfers may increase portfolio turnover. A high level of portfolio turnover may negatively impact performance by increasing transaction costs. In addition, large movements of assets into and out of a ProFunds or Access Trust VP portfolio may negatively impact a fund’s ability to achieve its investment objective or maintain a consistent level of operating expenses. See “Disruptive Trading and Market Timing.” Some ProFunds or Access Trust VP portfolios may use investment techniques not associated with most mutual fund portfolios. Investors in the ProFunds and Access Trust VP portfolios will bear additional investment risks. See the ProFunds VP or Access Trust prospectus for descriptions of the investment objectives and risks associated with investing in the ProFunds or Access Trust VP portfolios.

♦♦♦♦Under normal market conditions, this portfolio invests at least 80% of its net assets in credit default swaps and other financial instruments that in combination have economic characteristics similar to the high yield debt (“junk bonds”) market and/or in high yield debt securities.

Transamerica Asset Management, Inc. ("Transamerica Asset"), located at 570 Carillon Parkway, St. Petersburg, Florida 33716, is directly owned by Western Reserve (77%) and AUSA Holding Company (23%), and serves as investment adviser to the Transamerica Series Trust and manages the Transamerica Series Trust in accordance with policies and guidelines established by the Transamerica Series Trust’s Board of Trustees. For certain portfolios, Transamerica Asset has engaged investment sub-advisers to provide portfolio management services. Transamerica Asset and each investment sub-adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended. See the Transamerica Series Trust prospectuses for more information regarding Transamerica Asset and the investment sub-advisers.

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

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

ProFund Advisors LLC (“ProFund Advisors”), located at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, serves as the investment advisor and provides management services to all of the ProFunds and Access Trust portfolios. ProFund Advisors oversees the investment and reinvestment of the assets in each ProFunds and Access Trust portfolio in accordance with policies and guidelines established by the ProFunds’ or Access Trust's Board of Trustees. ProFund Advisors is a registered investment adviser under the Investment Advisers Act of 1940, as amended. See the ProFunds and Access Trust prospectuses for more information regarding ProFund Advisors.

AllianceBernstein L.P., located at 1345 Avenue of the Americas, New York, New York 10105 serves as investment adviser to the Alliance Bernstein Variable Products Series Fund, Inc. and manages the AllianceBernstein Balanced Wealth Strategy Portfolio in accordance with the policies and guidelines established by the AllianceBernstein Board of Directors. Please see the prospectus for the portfolio for more information regarding AllianceBernstein L.P.

Franklin Advisers, L.P. (“Franklin”), located at One Franklin Parkway, San Mateo, California 94403 serves as investment advisor to the Franklin Templeton Variable Insurance Products Trust and manages the Franklin Templeton VIP Founding Funds Allocation Fund. Franklin Templeton Services, LLC (“FT Services”) serves as administrator for the portfolio and provides certain administrative services and facilities for the advisor, and oversees rebalancing of the portfolio’s assets. FT Services will be paid a fee for its services from the portfolio. Franklin oversees the investment and reinvestment of the portfolio’s assets in accordance with policies and guidelines established by the Trust’s Board of Trustees. Please see the portfolio’s prospectus for more information regarding Franklin and FT Services.

Selection of Underlying Portfolios

The underlying portfolios offered through this product are selected by Western Reserve, and Western Reserve may consider various factors, including, but not limited to, asset class coverage, the strength of the adviser’s or sub-adviser’s reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor that we may consider is whether the underlying portfolio or its service providers (e.g., the investment adviser or sub-advisers) or its affiliates will make payments to us or our affiliates in connection with certain administrative, marketing, and support services, or whether affiliates of the portfolio can provide marketing and distribution support for sales of the Policies. (For additional information on these arrangements, see “Revenue We Receive.”) We review the portfolios periodically and may remove a portfolio, or limit its availability to new premiums and/or transfers of cash value if we determine that a portfolio no longer satisfies one or more of the selection criteria, and/or if the portfolio has not attracted significant allocations from policyowners. We have included the Series Trust portfolios at least in part because they are managed by Transamerica Asset, our directly owned subsidiary.

You are responsible for choosing the portfolios, and the amounts allocated to each, that are appropriate for your own individual circumstances and your investment goals, financial situation, and risk tolerance. Because investment risk is borne by you, decisions regarding investment allocations should be carefully considered. Please note: Certain portfolios have similar names. It is important that you state or write the full name of the portfolio to which you wish to direct your allocation when you submit an allocation request.

In making your investment selections, we encourage you to thoroughly investigate all of the information that is available to you regarding the portfolios, including each fund's prospectus, statement of additional information and annual and semi/annual reports. Other sources such as newspapers and financial and other magazines provide more current information, including information about any regulatory actions or investigations relating to a fund or portfolio. After you select portfolios for your initial premium, you should monitor and periodically re-evaluate your allocations to determine if they are still appropriate.

You bear the risk of any decline in the cash value of your Policy resulting from the performance of the portfolios you have chosen.

We do not recommend or endorse any particular portfolio and we do not provide investment advice.

Addition, Deletion, or Substitution of Portfolios

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

Your Right to Vote Portfolio Shares

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

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

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

Charges and Deductions

This section describes the charges and deductions that we make under the Policy in consideration for: (1) the services and benefits we provide; (2) the costs and expenses we incur; and (3) the risks we assume. The fees and charges deducted under the Policy may result in a profit to us. If you have an Associate Policy, please refer to the Supplement to this prospectus dated May 1, 2010 for the charges and deductions that are applicable to your Associate Policy.

Services and benefits we provide under the Policy:	·	the death benefit, cash and loan benefits;
Services and benefits we provide under the Policy:	·	investment options, including premium allocations;
	·	administration of elective options; and
	·	the distribution of reports to owners.

Costs and expenses we incur:	·	costs associated with processing and underwriting applications;
	·	expenses of issuing and administering the Policy (including any Policy riders);
	·	overhead and other expenses for providing services and benefits and sales and marketing expenses, including compensation paid in connection with the sale of the Policies; and
	·	other costs of doing business, such as collecting premiums, maintaining records, processing claims, effecting transactions, and paying federal, state and local premium and other taxes and fees.

Risks we assume:	·	that the charges we may deduct may be insufficient to meet our actual claims because insureds die sooner than we estimate; and
	·	that the costs of providing the services and benefits under the Policies may exceed the charges we are allowed to deduct.

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

Premium Charges

Before we allocate the net premium payments you make, we will deduct the following charges:

The premium expense charge is equal to:	·	For All Except Residents of Puerto Rico: 6.0% of premiums on Policies with a specified amount in force of less than $250,000; 4.0% on Policies with a specified amount in force of $250,000 - $499,999 during the first ten Policy years; and 2.5% of premiums after the first ten Policy years on Policies with a specified amount less than $500,000. There is no premium expense charge for Policies with a specified amount of $500,000 or higher, except for Puerto Rico, as noted below. For residents of Puerto Rico: the current charge is equal to 10.0% of premiums on Policies with a specified amount in force of less than $250,000; 8.0% with a specified amount of $250,000 - $499,999; and 4.0% with a specified amount of $500,000 or more during the first ten Policy years. We guarantee this charge will not exceed 12.0%, 10.0% and 6.0%, respectively for each such category. For residents of Puerto Rico: the current charge is equal to 6.5% of premiums on Policies with a specified amount up to $499,999; and 4.0% with a specified amount of $500,000 or more after the first ten Policy years. We guarantee this charge will not exceed 8.5% and 6.0%, respectively, for each such category.
	· ·
NOTE:
	·	Certain events (such as increases or decreases in the specified amount, a change in death benefit option, or a cash withdrawal if you choose the Option A death benefit) may affect the specified amount in force. Premium expense charges will be based on the specified amount in force for the Policy at the time we receive the premium.
	·	Some or all of the premium expense charges we deduct are used to pay the aggregate Policy costs and expenses we incur, including distribution costs and/or state premium taxes. Although state premium tax rates imposed on us vary from state to state, the premium expense charge deducted will not vary with the state of residence of the policyowner, except for Puerto Rico, as noted above.

Premium collection charge:	·	For Policies applied for before September 22, 2008 and issued before January 1, 2009, on direct pay notice, this charge equals $3.00 per premium payment. We currently do not impose this charge but reserve the right to do so in the future.
	·	This charge only applies to Policies on direct pay notice.
	·	We will not increase this charge.

Monthly Deductions

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

The monthly deductions are equal to:	·	the monthly Policy charge; plus
	·	the monthly cost of insurance charge for the Policy (including any surcharge associated with flat or table substandard ratings); plus
	·	the monthly charge for any benefits provided by riders attached to the Policy; plus
	·	the decrease charge (if applicable) incurred as a result of a decrease in the specified amount.
	Monthly Policy Charge (for Policies Applied for On Or After September 22, 2008):
	·	This charge currently equals $10 each Policy month. After the first Policy year, we may increase this charge.
	·	We guarantee this charge will never be more than $12 per month.
	·	This charge is used to cover aggregate Policy expenses.

	Monthly Policy Charge (for Policies Applied for Before September 22, 2008 and Issued Before January 1, 2009):
	·	This charge currently equals $5.00 each Policy month. After the first Policy year, we may increase this charge.
	·	We guarantee this charge will never be more than $7.50 per month.
	·	This charge is used to cover aggregate Policy expenses.

	Cost of Insurance Charge:
	·	We deduct this charge each month. It varies each month and is determined as follows:
		1.	divide the death benefit on the Monthiversary by 1.0024663 (this factor reduces the net amount at risk, for purposes of computing the cost of insurance, by taking into account assumed monthly earnings at an annual rate of 3.0%);
		2.	subtract the cash value on the Monthiversary after it has been allocated among the segments of specified amount in force in the following order: first, initial specified amount; then, each increase in specified amount starting with the oldest increase; then the next oldest, successively, until all cash value has been allocated (the resulting amounts are the net amount at risk for each segment of specified amount);
		3.	multiply each segment of net amount at risk provided under 2. (above) by the appropriate monthly cost of insurance rate for that segment; and add the results together.
	·	Your monthly current cost of insurance rate depends, in part, on your specified amount band. The specified amount bands available are:
		>		Band 1: $50,000 - $249,999
		>		Band 2: $250,000 - $499,999
		>		Band 3: $500,000 - $999,999
		>		Band 4: $1,000,000 and over
	·	Generally, the higher the specified amount band you choose, the lower the current cost of insurance rates.

	·	We determine your specified amount band by referring to the specified amount in force for the Base Policy (that is, the initial specified amount on the Policy date, plus any increases, and minus any decreases). Riders are not included in determining the Policy’s specified amount band.

	Optional Insurance Riders:
	·	The monthly deductions will include charges for any optional insurance benefits you add to your Policy by rider.

To determine the monthly cost of insurance rates, we refer to a schedule of current cost of

insurance rates and consider a number of factors including, but not limited to: the insured's issue age on the Policy date; issue age at the time of any increase in specified amount; specified amount band; gender; underwriting class; and the length of time from the Policy date or from the date of any increase in specified amount. The factors that affect the net amount at risk for each segment of specified amount include: the investment performance of the portfolios in which you invest; payment of premiums; the fees and charges deducted under the Policy; the death benefit option you chose; as well as any Policy transactions (such as loans, cash withdrawals, transfers, and changes in specified amount). The actual monthly cost of insurance rates are primarily based on our expectations as to future mortality experience and expenses. Monthly cost of insurance rates may be changed by us from time to time. The actual rates we charge will never be greater than the Table of Guaranteed Maximum Life Insurance Rates stated in your Policy. For Policies applied for on or after September 22, 2008, these guaranteed rates are based on the 2001 C.S.O. Mortality Tables and the insured’s attained age, gender, and underwriting class. For Policies applied for before September 22, 2008 and issued before January 1, 2009, these guaranteed rates are based on the Commissioners 1980 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“1980 C.S.O. Tables”) and the insured's attained age, gender, and underwriting class. For standard rate classes, these guaranteed rates will never be greater than the rates in the C.S.O. tables that are applicable to your Policy.

If you increase the specified amount, different monthly cost of insurance rates may apply to that

segment of specified amount, based on the insured’s age and underwriting class at the time of the increase, gender, and the length of time since the increase. Increases in specified amount may move the Policy into a higher specified amount band, which may result in a decrease in the rates for the cost of insurance charge.

Decreases in specified amount may cause the Policy to drop into a lower band of specified amount,

and may result in an increase in cost of insurance rates and premium expense charge rates. Decreases in specified amount will be applied on a last-in, first-out basis to the specified amount in force, and will first reduce the specified amount provided by the most recent increase in specified amount in force, then reduce the next most recent increases, successively, and thereafter reduce the initial specified amount.

The underwriting class of the insured will affect the cost of insurance rates. We use a standard method of underwriting in determining underwriting classes, which are based on the health of the insured. We currently place insureds into preferred and standard classes. We also place insureds into sub-standard classes with extra ratings, which reflect higher mortality risks, and will result in higher cost of insurance rates. Examples of reasons an insured may be placed into an extra risk factor underwriting class include, but are not limited to, medical history, avocation, occupation, driving record, or planned future travel (where permitted by state law).

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

The cost of insurance charge for any optional insurance rider, and for any increase in rider specified amount, is calculated in the same manner used to determine the Base Policy’s cost of insurance charges. Generally, the current cost of insurance rates for the optional riders are lower than the current cost of insurance rates on the Base Policy’s (i.e., without riders) net amount at risk. The guaranteed cost of insurance rates under the riders are based on the same C.S.O. table as the guaranteed cost of insurance rates applied to the Base Policy net amount at risk, except that the current rates are not guaranteed for the first 3 years under the Riders.

Mortality and Expense Risk Charge

We deduct a daily charge from your Policy’s cash value in each subaccount that, together with other fees and charges, compensates us for services rendered, the expenses expected to be incurred, and the risks assumed. This charge is a maximum of:

For Policies Applied for On Or After September 22, 2008:

·	your Policy's cash value in each subaccount; multiplied by
·	the daily pro rata portion of the annual mortality and expense risk charge rate of 1.50%.

The annual rate for the mortality and expense risk charge is equal to 1.50% of the average daily net assets of each subaccount. We may reduce this charge to 0.75% after the first 15 Policy years, but we do not guarantee that we will do so, and we reserve the right to maintain this charge at the 1.50% level after the 15th Policy year.

For Policies Applied for Before September 22, 2008 and Issued Before January 1, 2009:

·	your Policy's cash value in each subaccount; multiplied by
·	the daily pro rata portion of the annual mortality and expense risk charge rate of 0.90%.

The annual rate for the mortality and expense risk charge is equal to 0.90% of the average daily net assets of each subaccount. We guarantee to reduce this charge to 0.60% after the first 15 Policy years. We may reduce this charge to 0.30% in the 16th Policy year, but we do not guarantee that we will do so, and we reserve the right to maintain this charge at the 0.60% level (annually) after the 15th Policy year.

If this charge, combined with other Policy fees and charges, does not cover our total actual costs for services rendered and expenses incurred, we absorb the loss. Conversely, if these fees and charges more than cover actual costs, the excess is added to our surplus. We expect to profit from these charges.

Surrender Charge

If you surrender your Policy completely during the first 15 years (or during the 15 year period following an increase in specified amount), we deduct a surrender charge from your cash value and pay the remaining cash value (less any outstanding loan amount) to you.

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

The initial specified amount has a 15 year surrender charge period starting on the Policy date and surrender charges that are based upon the insured's issue age, gender and underwriting class on the Policy date. Each increase in specified amount has its own 15 year surrender charge period and surrender charges that are based upon the insured's issue age, gender and underwriting class at the time of the increase.

Decreases in specified amount will be applied to the specified amount in force on a last-in, first-out basis, and will first reduce the surrender charge on the most recent increase in specified amount in force, then, if still applicable, reduce the surrender charge on the next most recent increases, successively, and then reduce the surrender charge on the initial specified amount.

Example:

January 1, 2001 Policy issued for $300,000

January 1, 2004 Policy increased by $200,000

January 1, 2005 Policy decreased by $100,000

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

Coverage Layer Surrender Charge

$300,000 $4,656

$200,000 $3,624

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

100

200 x $3,624 = $1,812

There is no surrender charge if you wait until the end of the 15th Policy anniversary to surrender your Policy and you have not increased your specified amount during the most recent 15 Policy years. The payment you receive is called the net surrender value. The formula we use reduces the surrender charge at older ages in compliance with state laws. The surrender charge helps us recover distribution expenses that we incur in connection with the Policy, including registered representative sales commissions and advertising costs, as well as aggregate Policy expenses.

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

·	you pay premiums equal to or not much higher than the minimum monthly guarantee premium shown in your Policy; and/or
·	investment performance is low.

In addition, surrender charges that apply for 15 years after any increase in specified amount will likely significantly reduce your net surrender value.

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

The surrender charge per thousand is calculated separately for initial specified amount and for each increase in specified amount, using the rates found in Appendix A-1 (for Policies applied for on or after September 22, 2008) and Appendix A-2 (for Policies applied for before September 22, 2008 and issued before January 1, 2009).

The surrender charge factor is also calculated separately for the initial specified amount and for each increase in specified amount in force. The surrender charge factor varies by insured's issue age (on the Policy date or date of specified amount increase) and number of years since the Policy date or date of specified amount increase. The surrender charge factor will be 1.00 for the first Policy year and then decrease each Policy year until it reaches zero at the end of the 15th Policy year after the Policy date (or the date of any specified amount increase). In no event are the surrender charge factors any greater than those shown on the table below. We always determine the surrender charge factor from the Policy date or date of specified amount increase to the surrender date, regardless of whether there were any prior lapses and reinstatements.

For Policies Applied for On Or After September 22, 2008:

End of Policy Year*	Surrender Charge Factors For Issue ages
	0-39	40-44	45-49	50-54	55-59	60-64	65-69	70-74	75-85

At Issue	1.00	1.00	1.00	1.00	1.00	1.00	1.00	1.00	1.00
1	1.00	0.98	0.98	0.97	0.97	0.96	0.96	0.95	0.94
2	1.00	0.97	0.96	0.95	0.94	0.93	0.92	0.91	0.89
3	1.00	0.96	0.94	0.93	0.91	0.90	0.88	0.87	0.84
4	1.00	0.94	0.92	0.91	0.88	0.87	0.84	0.83	0.79
5	0.99	0.92	0.90	0.89	0.85	0.84	0.80	0.79	0.74
6	0.90	0.90	0.90	0.85	0.82	0.81	0.76	0.75	0.69
7	0.80	0.80	0.80	0.80	0.80	0.77	0.72	0.71	0.64
8	0.70	0.70	0.70	0.70	0.70	0.70	0.70	0.67	0.59
9	0.60	0.60	0.60	0.60	0.60	0.60	0.60	0.60	0.54
10	0.50	0.50	0.50	0.50	0.50	0.50	0.50	0.50	0.49
11	0.40	0.40	0.40	0.40	0.40	0.40	0.40	0.40	0.40
12	0.30	0.30	0.30	0.30	0.30	0.30	0.30	0.30	0.30
13	0.20	0.20	0.20	0.20	0.20	0.20	0.20	0.20	0.20
14	0.10	0.10	0.10	0.10	0.10	0.10	0.10	0.10	0.10
15+	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

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

Surrender Charge Example: Assume a male non-tobacco user purchases the Policy at issue age 30 with a specified amount of $100,000. The Policy is surrendered in Policy year 5. The surrender charge per $1,000 of specified amount is $17.13. This is multiplied by the surrender charge factor of 0.99.

The surrender charge	= x x	the surrender charge per $1,000 ($17.13) the number of thousands of initial specified amount (100) the surrender charge factor (0.99)
	=	$1,695.87.

For Policies Applied for Before September 22, 2008 and Issued Before January 1, 2009:

End of Policy Year*	Surrender Charge Factors For Issue ages
	0-39	40-44	45-49	50-54	55-59	60-64	65-69	70-74	75-85

At Issue	1.00	1.00	1.00	1.00	1.00	1.00	1.00	1.00	1.00
1	1.00	0.98	0.98	0.97	0.97	0.96	0.96	0.95	0.94
2	1.00	0.97	0.96	0.95	0.94	0.93	0.92	0.91	0.89
3	1.00	0.96	0.94	0.93	0.91	0.90	0.88	0.87	0.84
4	1.00	0.94	0.92	0.91	0.88	0.87	0.84	0.83	0.79
5	1.00	0.92	0.90	0.89	0.85	0.84	0.80	0.79	0.74
6	0.90	0.90	0.90	0.85	0.82	0.81	0.76	0.75	0.69
7	0.80	0.80	0.80	0.80	0.80	0.77	0.72	0.71	0.64
8	0.70	0.70	0.70	0.70	0.70	0.70	0.70	0.67	0.59
9	0.60	0.60	0.60	0.60	0.60	0.60	0.60	0.60	0.54
10	0.50	0.50	0.50	0.50	0.50	0.50	0.50	0.50	0.49
11	0.40	0.40	0.40	0.40	0.40	0.40	0.40	0.40	0.40
12	0.30	0.30	0.30	0.30	0.30	0.30	0.30	0.30	0.30
13	0.20	0.20	0.20	0.20	0.20	0.20	0.20	0.20	0.20
14	0.10	0.10	0.10	0.10	0.10	0.10	0.10	0.10	0.10
15+	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Surrender Charge Example: Assume a male non-tobacco user purchases the Policy at issue age 30 with a specified amount of $100,000. The Policy is surrendered in Policy year 7. The surrender charge per $1,000 of specified amount is $12.52. This is multiplied by the surrender charge factor of 0.90.

The surrender charge	=	the surrender charge per $1,000 ($12.52)
	x	the number of thousands of initial specified amount (100)
	x	the surrender charge factor (0.90)
	=	$1,126.80

Decrease Charge

If you decrease the specified amount during the first 15 Policy years (or during the 15 year period following an increase in specified amount), we will deduct a decrease charge from your cash value. Decreases in specified amount will be applied on a last-in, first-out basis to the current specified amount in force. The decrease charge will first be calculated based on the current surrender charge applicable to the most recent increase in specified amount still in force. If the amount of the decrease in specified amount is greater than the most recent increase in specified amount, then the charge will also be calculated based on the surrender charges applicable to the next most recent increases, successively, and then will also be calculated based on any remaining surrender charge on the initial specified amount, up to the amount of the requested decrease.

The decrease charge is equal to:

the surrender charge as of the date of the decrease applicable to that portion of the segment(s) of the specified amount that is/are decreased. See "Surrender Charge" above.

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

·	a change in the death benefit option; or
·	a cash withdrawal (when you select death benefit Option A).

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

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

Transfer Charge

·	We currently allow you to make 12 transfers each year free of charge.
·	Except as listed below, we charge $25 for each additional transfer.
·	For purposes of assessing the transfer charge, all transfers made in one day, regardless of the number of subaccounts affected by the transfer, is considered a single transfer.
·	We deduct the transfer charge from the amount being transferred.
·		Transfers resulting from loans, the exercise of conversion rights, or the reallocation of cash value immediately after the reallocation date, currently do not count as transfers for the purpose of assessing this charge.
·		Transfers via the Internet do not count as transfers for the purpose of assessing this charge.
·		Transfers among the ProFunds and/or the Access Trust subaccounts do not count as transfers for the purpose of assessing this charge.
·		Transfers under dollar cost averaging and asset rebalancing do count as transfers for the purpose of assessing this charge.
·		We will not increase this charge.

Loan Interest Spread

We currently charge you an effective annual interest rate on a Policy loan of 3.75% (4.0% maximum guaranteed) on each Policy anniversary. We will also credit the amount in the loan reserve account with an effective annual interest rate of 3.0%. After offsetting the 3.0% interest we credit, the net cost of loans currently is 0.75% annually (1.0% maximum guaranteed). After the 10th Policy year, we will apply preferred loan charged rates on an amount equal to the cash value minus total premiums paid (less any cash withdrawals) and minus any outstanding loan amount including accrued loan interest. The current preferred loan effective annual interest rate charged is 3.00% and is not guaranteed.

Change in Net Premium Allocation Charge

We currently do not charge you if you change your net premium allocation. However, in the future we may decide to charge you $25 if you make more than one change per Policy year quarter. We will notify you if we decide to impose this charge.

Cash Withdrawal Charge

·	After the first Policy year, you may take one cash withdrawal per Policy year.
·	When you make a cash withdrawal, we charge a processing fee of $25 or 2% of the amount you withdraw, whichever is less.
·	We deduct this amount from the withdrawal, and we pay you the balance.
·	We will not increase this charge.

Taxes

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

Rider Charges

·	Living Benefit Rider. We reduce the single sum benefit by a discount factor to compensate us for expected lost income resulting from the early payment of the death benefit. For a complete description of the Living Benefit Rider, please refer to the section entitled “Living Benefit Rider (an Accelerated Death Benefit)” in this prospectus.
·	Children’s Insurance Rider. We assess a cost of insurance charge based on the rider face amount, regardless of the number of children insured.
·	Accidental Death Benefit Rider. We assess a cost of insurance charge based on the insured’s attained age and rider specified amount. Cost of insurance charges generally will increase each year with the age of the insured.
·	Other Insured Rider. We assess a cost of insurance charge based on each other insured’s issue age, gender, underwriting class, Policy year and the rider specified amount. Cost of insurance charges generally will increase each year with the age of the insured. These charges will vary depending on whether the 1980 C.S.O. Mortality Tables or the 2001 C.S.O. Mortality Tables are applicable to your Policy, which depends upon the application and/or issue date of your Policy.
·	Disability Waiver Rider. We assess a rider charge based on the primary insured’s issue age, gender and net amount at risk for the Policy, as well as a charge based on those riders that would be eligible to have monthly deductions waived.
·	Disability Waiver and Income Rider. The charge for this rider is based on the primary insured’s issue age, gender and the amount of monthly waiver of premium benefit that would be paid in the event of total disability, as defined in the rider.
·	Primary Insured Rider (“PIR”) and Primary Insured Rider Plus (“PIR Plus”). We assess a cost of insurance charge based on the insured’s issue age, gender, underwriting class, Policy year and the rider specified amount. Cost of insurance charges generally will increase each year with the age of the insured. These charges will vary depending on whether the 1980 C.S.O. Mortality Tables or the 2001 C.S.O. Mortality Tables are applicable to your Policy, which depends upon the application and/or issue date of your Policy.

Portfolio Expenses

The portfolios deduct management fees and expenses from the amounts you have invested in the portfolios. These fees and expenses reduce the value of your portfolio shares. See the fund prospectuses for more detailed information about the portfolios.

Revenue We Receive

We (and our affiliates) may directly or indirectly receive payments from the portfolios, their advisers, sub-advisers, distributors or affiliates thereof, in connection with certain administrative, marketing and other services we (and our affiliates) provide and expenses we incur. We (and/or our affiliates) generally receive three types of payments:

Rule 12b-1 Fees. Our affiliate, Transamerica Capital, Inc. (“TCI”) serves as the principal underwriter for the Policies. TCI receives some or all of the 12b-1 fees from the funds. Any 12b-1 fees received by TCI that are attributable to our variable insurance products are then credited to us. These fees range from 0.00% to 0.35% of the average daily assets of the certain portfolios attributable to the Policies and to certain other variable insurance products that we and our affiliates issue.

Administrative, Marketing and Support Service Fees (“Service Fees”). The investment adviser, sub-adviser, administrators, and/or distributors (or affiliates thereof) of the portfolios may make payments to us and/or our affiliates, including TCI. These payments may be derived, in whole or in part, from the profits the investment adviser or sub-adviser receives from the advisory fee deducted from portfolio assets. The amount of this compensation is generally based on a percentage of the assets of the particular portfolios attributable to the Policy and to certain other variable insurance products that our affiliates and we issue. These percentages differ and may be significant. Some advisers or sub-advisers (or other affiliates) pay us more than others.

The chart below provides the maximum combined percentages of 12b-1 fees and Service Fees that we anticipate will be paid to us on an annual basis:

Incoming Payments to Western Reserve and TCI
Fund	Maximum Fee % of assets*	Fund	Maximum Fee % of assets*
Transamerica Series Trust **	--	Fidelity Variable Insurance Products Funds	0.45%***
ProFunds	0.25%	Access One Trust	0.25%
Alliance Bernstein	0.25%	Franklin Templeton	0.35%

*Payments are based on a percentage of the average assets of each fund portfolio owned by the subaccounts that are available under this Policy and under certain other variable insurance products offered by our affiliates and us. We may continue to receive 12b-1 fees and administrative fees on subaccounts that are closed to new investments, depending on the terms of the agreements supporting those payments and on the services we or TCI provide.

**Because the Transamerica Series Trust is managed by an affiliate, there are additional benefits to us and our affiliates for amounts you allocate to the Transamerica Series Trust portfolios, in terms of our and our affiliates’ overall profitability. During 2009 we received $____ million from Transamerica Asset.

***We receive this percentage once $100 million in fund shares are held by the subaccounts of Western Reserve and its affiliates.

Other payments. We and our affiliates, including TCI, TFA, and World Group Securities (“WGS”), also directly or indirectly receive additional amounts or different percentages of assets under management from certain advisers and sub-advisers to the portfolios (or their affiliates) with regard to variable insurance products or mutual funds that are issued or managed by us and our affiliates. These payments may be derived in whole or in part, from the profits the investment adviser or sub-adviser receives from the advisory fee deducted from portfolio assets. Policyowners, through their indirect investment in the portfolios, bear the costs of those advisory fees (see the prospectuses for the funds for more information. Certain advisers and sub-advisers of the underlying portfolios (or their affiliates) (1) may pay TCI amounts up to $75,000 per year to participate in a “preferred sponsor” program that provides such advisers and sub-advisers with access to TCI’s wholesalers at TCI’s national and regional sales conferences that are attended by TCI’s wholesalers; (2) may pay TFA varying amounts to obtain access to TFA’s wholesaling and selling representatives; (3) may provide us and/or certain affiliates and/or selling firms with occasional gifts, meals, tickets or other compensation as an incentive to market the portfolios and to assist with their promotional efforts; and (4) may reimburse our affiliated selling firms for exhibit booths and other items at national conferences of selling representatives. The amounts may be significant and these arrangements provide the adviser or sub-adviser (or other affiliates) with increased access to us and to our affiliates involved in the distribution of the Policy.

For the calendar year ended December 31, 2009, TCI received revenue sharing payments ranging from $_____ to $_____ (for a total of $_________) from the following fund managers and/or sub-advisers to participate in TCI’s events: T. Rowe Price Associates, Inc.; American Century Investment Management; MFS Investment Management; Transamerica Investment Management, LLC; Pacific Investment Management Company LLC; Jennison Associates; Lehman Brothers; Legg Mason; Alliance Bernstein; Federated Funds; Fidelity Funds; ING Clarion; Merrill Lynch; BlackRock; Columbia Management LLC; JPMorgan Investment Management, Inc.; Oppenheimer Funds; Dreyfus; Evergreen Funds; Franklin Portfolio Associates; Franklin Templeton; Janus Capital; Natixis Asset Management Advisors; Putnam; Schroder; Van Kampen; and Vanguard.

Please note some of the aforementioned managers and/or sub-advisers may not be associated with underlying fund portfolios currently available in this product.

Proceeds from certain of these payments by the funds, the advisers, the sub-advisers and/or their affiliates may be profit to us, and may be used for any corporate purpose, including payment of expenses (i) that we and our affiliates incur in promoting, issuing, marketing and administering the Policies; and (ii) that we incur, in our role as intermediary, in promoting, marketing and administering the fund portfolios.

For further details about the compensation payments we make in connection with the sale of the Policies, see "Sale of the Policies" in this prospectus.

The Policy

Depending on the state of issue, your Policy may be an individual Policy or a certificate issued under a group Policy. The Policy is subject to the insurance laws and regulations of each state or jurisdiction in which it is available for distribution. There may be differences between the Policy issued and the general Policy description contained in this prospectus because of requirements of the state where your Policy is issued. Some of the state specific differences are included in the prospectus, but this prospectus does not include references to all state specific differences. All state specific Policy features will be described in your Policy. Note: If you own an Associate Policy, please refer to the Supplement to this prospectus dated May 1, 2010 for any features that are specific to only the Associate Policy.

Ownership Rights

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

·	to designate or change beneficiaries before the death of the surviving insured;
·	to receive amounts payable before the death of the insured;
·	to assign the Policy (if you assign the Policy, your rights and the rights of anyone who is to receive payment under the Policy are subject to the terms of that assignment);
·	to change the owner of this Policy; and
·	to change the specified amount of this Policy.

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

Modifying the Policy

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

Upon notice to you, we may modify the Policy:

·	to make the Policy or the separate account comply with any law or regulation issued by a governmental agency to which we are subject; or
·	to assure continued qualification of the Policy as a life insurance contract under the Internal Revenue Code or to meet applicable requirements of other federal or state laws relating to variable life policies; or
·	to reflect a change in the operation of the separate account; or
·	to provide additional subaccounts and/or fixed account options.

Purchasing a Policy

To purchase a Policy, you must submit a completed application, in good order, and an initial premium to us through any licensed life insurance agent who is also a registered representative of a broker-dealer having a selling agreement with TCI, the principal underwriter for the Policy, and us.

There may be delays in our receipt and processing of applications and premium payments that are

outside of our control – for example, because of the failure of a selling broker-dealer or registered representative to promptly forward the application to us at our mailing address, or because of delays in determining whether the Policy is suitable for you. Any such delays will affect when your Policy can be issued.

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

	Ø band 1: $50,000 - $249,999
	Ø band 2: $250,000 - $499,999
	Ø band 3: $500,000 - $999,999
	Ø band 4: $1,000,000 and over

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

·	the date of your application; or
·	the date the insured completes all of the medical tests and examinations that we require.

Tax-Free "Section 1035" Exchanges

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

When Insurance Coverage Takes Effect

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

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

The aggregate amount of conditional insurance coverage, if any, is the lesser of:	·	the amounts applied for under all conditional receipts issued by us; or
	·	$500,000 of life insurance.
Subject to the conditions and limitations of the conditional receipt, conditional insurance under the terms of the Policy applied for may become effective as of the later of:	·	the date of application; or
	·	the date of the last medical examination, test, and other screenings required by us, if any (the “Effective
		Date”). Such conditional insurance will take effect as of the Effective Date, as long as all of the following
		requirements are met:

		1.		The person proposed to be insured is found to have been insurable as of the Effective Date, exactly as applied for in accordance with our underwriting rules and standards, without any modifications as to plan, amount, or premium rate;
		2.		As of the Effective Date, all statements and answers given in the application must be true;
		3.		The payment made with the application must not be less than the full initial premium for the mode of payment chosen in the application and must be received at our mailing address within the lifetime of the proposed insured;
		4.		All medical examinations, tests, and other screenings required of the proposed insured by us are completed and the results received at our mailing address within 60 days of the date the application was signed; and
		5.		All parts of the application, any supplemental application, questionnaires, addendum and/or amendment to the application are signed and received, in good order, at our mailing address.

Any conditional life insurance coverage terminates on the earliest of:	a.	60 days from the date the application was signed;
	b.	the date we either mail notice to the applicant of the rejection of the application and/or mail a refund of any amounts paid with the application;
	c.	when the insurance applied for goes into effect under the terms of the Policy applied for; or
	d.	the date we offer to provide insurance on terms that differ from the insurance for which you have applied.

Special limitations of the conditional receipt:	·	the conditional receipt is not valid unless:
		>	all blanks in the conditional receipt are completed; and
		>	the receipt is signed by an agent or authorized Company representative.

Other limitations:	·	There is no conditional receipt coverage for riders or any additional benefits, if any, for which you may have applied.
	·	If one or more of the receipt’s conditions have not been met exactly, or if a proposed insured dies by suicide, we will not be liable except to return any payment made with the application.
	·	If we do not approve and accept the application within 60 days of the date you signed the application, the application will be deemed to be rejected by us and there will be no conditional insurance coverage. In that case, Western Reserve’s liability will be limited to returning any payment(s) you have made upon return of this receipt to us.

Full Insurance Coverage and Allocation of Initial Premium. Once we determine that the insured meets our underwriting requirements and you have paid the initial premium, the Policy will be issued and full insurance coverage will begin and we will begin to take the monthly deductions from your net premium. This date is the Policy date (or the record date, if Policy is backdated.) Any premium payments we receive before the Policy date (record date, if applicable) will be held in a non-interest bearing suspense account. On the Policy date (or on the record date if your Policy is backdated), the entire amount in the non-interest bearing suspense account will be allocated as follows: (i) to the subaccounts and/or the fixed account as you specified in your application, if your state does not require a full refund of initial premium; or (ii) to the reallocation account, if your state requires us to return your initial premium in the event you exercise your free-look right. (While held in the reallocation account, premium(s) will be credited with interest at the current fixed rate until the reallocation date when they will be allocated to the subaccounts and/or the fixed account as you specified in your application.) Please note: Your premiums are credited on the date the Policy is issued, not the backdated Policy date.

On any day we credit net premiums or transfer cash value to a subaccount, we will convert the dollar amount of the net premium (or transfer) into subaccount units at the unit value for that subaccount, determined at the end of the day on which we receive the premium or transaction request:

Transaction Type:	Priced when received at our:
payment by check	mailing address, unless other address appears on your billing coupon
transfer request	administrative office
payment by wire transfer	administrative office
electronic credit and debit transactions (e.g., payments through direct deposit, debit transfers, and forms of e-commerce payments	administrative office

We will credit amounts to the subaccounts only on a valuation date, that is, on a date the New York Stock Exchange ("NYSE") is open for trading.

Backdating a Policy

If you request, we may backdate a Policy by assigning a Policy date earlier than the date the Policy full insurance coverage begins. However, in no event will we backdate a Policy earlier than the earliest date allowed by state law or by our underwriting rules. Your request must be in writing and, if we approve the request, will amend your application. Your premiums, however, will be credited on the date the Policy is issued, not the backdated Policy date.

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

Associate Freedom Elite Builder Policy

We offer an Associate Freedom Elite Builder Policy to certain employees, field associates, directors and their immediate family. An Associate Policy may have reduced or waived premium expense charges, surrender charges, cost of insurance rates, asset based charges, limits on minimum premium and minimum specified amount, or monthly Policy charge. If you are an owner of an Associate Policy, please refer to the Supplement to this Prospectus dated May 1, 2010 which describes the fees and expenses, and any features that differ from the WRL Freedom Elite Builder® policies.

The Associate Policy is available to:

·	our current and retired directors, officers, full-time employees and certain registered representatives, and those of certain of our affiliates; current and retired directors, officers, full-time employees and registered representatives of TCI and certain broker-dealers with which they have a sales agreement;
·	any trust, pension, profit-sharing or other employee benefit plan of the foregoing persons or entities;
·	current and retired trustees, officers, and full-time employees of the Transamerica Series Trust, Transamerica Funds, and any investment adviser or sub-adviser thereto; and
·	any immediate family member of the above. “Immediate Family” is limited to spouse, parent, step-parent, children, step children, grandparents, grandchildren, brothers and sisters of the employee, field associate (to include registered representatives and/or sales support staff of a branch office) or director, and son-in-law/daughter-in-law, mother-in-law/father-in-law and brother-in-law/sister-in-law of an employee, field associate or director.

We may modify or terminate this arrangement at any time. Associate Policies may not be available in all states.

Policy Features

Premiums

Allocating Premiums

You must instruct us on how to allocate your net premium among the subaccounts and the fixed account. The fixed account may not be available in all states. You must follow these guidelines:

·	allocation percentages must be in whole numbers;
·	if you select dollar cost averaging, we may require you to have a minimum of $5,000 in each subaccount from which we will make transfers, and you may be required to transfer at least a total of $100 monthly;
·	if you select asset rebalancing, the cash value of your Policy (if an existing Policy) or your minimum initial premium (if a new Policy) must be at least $5,000; and
·	Unless otherwise required by state law, we may restrict allocations and transfers to the fixed account under Policies applied for on or after September 22, 2008 if the fixed account value (excluding amounts in the loan reserve account) following the allocation or transfer would exceed $250,000. (This restriction does not apply to any transfer to the fixed account necessary in the exercise of conversion rights.)

Currently, you may change the allocation instructions for additional premium payments without charge at any time by writing us at our mailing address or calling us at our administrative office at 1-800-851-9777, Monday - Friday, between the hours of 8:30 a.m. - 7:00 p.m. Eastern time. Please note: When providing your allocation instructions, please state or write the full name of the subaccount that you select for your allocation. Certain subaccounts have similar names; failure to provide the full name may result in a delay of your allocation being credited to the subaccount that you have selected. The change will be effective as of the valuation date on which we receive the change, in good order, at our mailing address or our administrative office. Upon instructions from you, the registered representative/agent of record for your Policy may also change your allocation instructions for you. The minimum amount you can allocate to a particular subaccount is 1.0% of a net premium payment. We reserve the right to limit the number of premium allocation changes or to charge $25 for each change in excess of one per Policy year quarter.

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

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

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

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

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

Premium Flexibility

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

Planned Periodic Payments

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

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

Minimum Monthly Guarantee Premium

The full initial premium is the only premium you are required to pay under the Policy. However, you greatly increase your risk of lapse if you fail to regularly pay premiums at least as large as the current minimum monthly guarantee premium.

Until the no lapse date shown on your Policy schedule page, we guarantee that your Policy will not lapse, as long as on any Monthiversary you have paid total premiums (minus any cash withdrawals, minus any outstanding loan amount, minus any accrued loan interest and minus any decrease charge) that equal or exceed the sum of the minimum monthly guarantee premiums for each month from the Policy date up to, and including, the current month.

The initial minimum monthly guarantee premium is shown on your Policy's schedule page, and depends on a number of factors, including the age, gender, rate class of the insured, the specified amount requested, and your Policy’s applicable C.S.O. table. We will adjust the minimum monthly guarantee premium if you change death benefit options, increase or decrease the specified amount, or if any of the riders are added, or in force riders are increased or decreased. We will notify you of the new minimum monthly guarantee premium.

No Lapse Period

Until the no lapse date shown on your Policy schedule page, your Policy will remain in force and no grace period will begin, even if your net surrender value is too low to pay the monthly deductions as long as, on any Monthiversary, the total amount of the premiums you have paid (minus any cash withdrawals, minus any outstanding loan amount and minus any accrued interest) equals or exceeds the sum of the minimum monthly guarantee premiums in effect for each month from the Policy date up to, and including, the current month. If you take a cash withdrawal, a loan, or if you increase or decrease your specified amount or if you add, increase or decrease a rider, you may need to pay additional premiums in order to keep the no lapse period guarantee in effect.

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

Premium Limitations

We may require premium payments to be at least $50 ($1,000 if by wire). We may return premiums less than the minimum. We will not allow you to make any premium payments that would cause the total amount of the premiums you pay to exceed the current maximum premium limitations by which the Policy qualifies as life insurance under federal tax laws. This maximum is set forth in your Policy. If you make a payment that would cause your total premiums to be greater than the maximum premium limitations, we will return the excess portion of the premium payment, with interest, within 60 days after the end of that Policy year. In addition, we reserve the right to refund a premium if the premium would increase the death benefit by more than the amount of the premium. We will not accept a payment that will cause the Policy to become a modified endowment contract without your consent.

Making Premium Payments

We will consider any payments you make to be premium payments, unless you clearly identify them as loan repayments. We will deduct certain charges from your premium payments. We will accept premium payments by wire transfer. If you wish to make payments by wire transfer, you should contact our administrative office at 1-800-851-9777 for instructions on wiring federal funds to us.

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

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

Transfers

General

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

·	Each Policy year, the Policy allows a cumulative transfer out of the fixed account of the greater of up to 25% of the amount in the fixed account, or the amount transferred out of the fixed account the previous Policy year. Currently, we do not, but reserve the right to, limit the number of transfers out of the fixed account to one per Policy year. If we modify or stop this current practice, we will notify you at the time of your transfer.
·	For Policies Applied for On Or After September 22, 2008: Unless otherwise required by state law, we may restrict transfers to the fixed account, if the fixed account value, excluding amounts in the loan reserve, following the transfer would exceed $250,000. This restriction will not apply to any transfer to the fixed account necessary in the exercise of conversion rights.
·	You currently may request transfers in writing (in a form we accept), to our mailing address, by fax or by telephone to our administrative office, or electronically through our website (www.westernreserve.com). Please Note: Certain subaccounts have similar names. It is important that you state or write the full name of the subaccount when making a transfer request.
·	There is no minimum amount that must be transferred.
·	There is no minimum amount that must remain in a subaccount after a transfer.
·	Except as listed below, we deduct a $25 charge from the amount transferred for each transfer in excess of 12 transfers in a Policy year.
·	We consider all transfers made in any one day to be a single transfer.
·	Transfers resulting from loans or the exercise of conversion rights, or due to the reallocation of cash value immediately after the reallocation date are currently not treated as transfers for the purpose of assessing the transfer charge.
·	Transfers via the Internet are not treated as transfers for the purpose of assessing the transfer charge.
·	Transfers among the ProFunds and/or Access Trust subaccounts do not count as transfers for the purpose of assessing the transfer charge.
·	Transfers under dollar cost averaging and asset rebalancing do count as transfers for the purpose of assessing the transfer charge.

We will process any transfer order that is received in writing, in good order, at our mailing address, or by fax or by telephone at our administrative office, before the NYSE closes (usually 4:00 p.m. Eastern time) using the subaccount unit value determined at the end of that session of the NYSE. If we receive the transfer order after the NYSE closes, we will process the order using the subaccount unit value determined at the close of the next regular business session of the NYSE.

Disruptive Trading and Market Timing

The market timing policy and the related procedures (discussed below) do not apply to the ProFunds or Access Trust subaccounts because the corresponding portfolios are specifically designed to accommodate frequent transfer activity. If you invest in the ProFunds or Access Trust subaccounts, you should be aware that you may bear the costs and increased risks of frequent transfers discussed below.

Statement of Policy. This variable insurance Policy was not designed for the use of market timers or frequent or disruptive traders. Such transfers may be harmful to the underlying fund portfolios and increase transaction costs.

Market timing and disruptive trading among the subaccounts, or between the subaccounts and the fixed account, can cause risks with adverse effects for other policyowners (and beneficiaries and underlying fund portfolios). These risks and harmful effects include:

(1) dilution of the interests of long-term investors in a subaccount if purchases or transfers into or out of an underlying fund portfolio are made at prices that do not reflect an accurate value for the underlying fund portfolio’s investments (some market timers attempt to do this through methods known as “time-zone arbitrage” and “liquidity arbitrage”);

(2) an adverse effect on portfolio management, such as:

(a) impeding a portfolio manager’s ability to sustain an investment objective;

(b) causing the underlying fund portfolio to maintain a higher level of cash than would

otherwise be the case; or

(c) causing an underlying fund portfolio to liquidate investments prematurely (or otherwise at an inopportune time) in order to pay withdrawals or transfers out of the underlying fund portfolio; and

(3) increased brokerage and administrative expenses.

These costs are borne by all policyowners invested in those subaccounts, not just those making the transfers.

We have developed policies and procedures with respect to market timing and disruptive trading (which vary for certain subaccounts at the request of the underlying fund portfolios) and we do not make special arrangements or grant exceptions to accommodate market timing or other potentially disruptive or harmful trading. As discussed herein, we cannot detect or deter all market timing or other potentially disruptive trading. Do not invest with us if you intend to conduct market timing or potentially disruptive trading.

Detection. We employ various means in an attempt to detect and deter market timing and disruptive trading. However, despite our monitoring we may not be able to detect nor halt all harmful trading. In addition, because other insurance companies (and retirement plans) with different policies and procedures may invest in the underlying fund portfolios, we cannot guarantee that all harmful trading will be detected or that an underlying fund portfolio will not suffer from market timing and disruptive trading among subaccounts of variable products issued by these other insurance companies or retirement plans.

Deterrence. If we determine you are engaged in market timing or disruptive trading, we may take one or more actions in an attempt to halt such trading. Your ability to make transfers is subject to modification or restriction if we determine, in our sole opinion, that your exercise of the transfer privilege may disadvantage or potentially harm the rights or interests of other policyowners (or others having an interest in the variable insurance products). As described below, restrictions may take various forms, but under our current policies and procedures will include loss of expedited transfer privileges. We consider transfers by telephone, fax, overnight mail, or the Internet to be “expedited” transfers. This means that we would accept only written transfer requests with an original signature transmitted to us only by standard United States Postal Service First Class mail. We may also restrict the transfer privileges of others acting on your behalf, including your registered representative or an asset allocation or investment advisory service.

We reserve the right to reject any premium payment or transfer request from any person without prior notice, if, in our judgment, (1) the payment or transfer, or series of transfers, would have a negative impact on an underlying fund portfolio's operations; or (2) if an underlying fund portfolio would reject or has rejected our purchase order or has instructed us not to allow that purchase or transfer; or (3) because of a history of market timing and disruptive trading. We may impose other restrictions on transfers, or even prohibit transfers for any owner who, in our view, has abused, or appears likely to abuse, the transfer privilege on a case-by-case basis. We may, at any time and without prior notice, discontinue transfer privileges, modify our procedures, impose holding period requirements, or limit the number, size, frequency, manner, or timing of transfers we permit. We also reserve the right to reverse a potentially harmful transfer if an underlying fund portfolio refuses or reverses our order; in such instances some policyowners may be treated differently than others in that some transfers may be reversed and others allowed. For all of these purposes, we may aggregate two or more variable insurance products that we believe are connected. Please note: If you engage a third party investment advisor for asset allocation services, then you must be subject to these transfer restrictions because of the actions of your investment advisor in providing those services.

In addition to our internal policies and procedures, we will administer your variable insurance product to comply with any applicable state, federal, and other regulatory requirements concerning transfers. We reserve the right to implement, administer, and charge you for any fee or restriction, including redemption fees, imposed by any underlying fund portfolio. To the extent permitted by law, we also reserve the right to defer the transfer privilege at any time that we are unable to purchase or redeem shares of any of the underlying fund portfolios.

Under our current policies and procedures, we do not:

·	impose redemption fees on transfers;
·	expressly limit the number or size of transfers in a given period except for certain subaccounts where an underlying fund portfolio has advised us to prohibit certain transfers that exceed a certain size; or
·	provide a certain number of allowable transfers in a given period.

Redemption fees, transfer limits, and other procedures or restrictions may be more or less successful than ours in deterring market timing or other disruptive trading and in preventing or limiting harm from such trading.

In the absence of a defensive transfer restriction (e.g., expressly limiting the number of trades within a given period or their size), it is likely that some level of market timing and disruptive trading will occur before it is detected and steps taken to deter it (although some level of market timing and disruptive trading can occur with a defensive transfer restriction).

Please note that the limits and restrictions described herein are subject to our ability to monitor transfer activity. Our ability to detect market timing or other disruptive trading may be limited by operational and technological systems, as well as by our ability to predict strategies employed by policyowners (or those acting on their behalf) to avoid detection. As a result, despite our efforts to prevent harmful trading activity among the variable investment options available under this variable insurance product, there is no assurance that we will be able to detect or deter market timing or disruptive trading by such policyowners or intermediaries acting on their behalf. Moreover, our ability to discourage and restrict market timing or disruptive trading may be limited by decisions of state regulatory bodies and court orders which we cannot predict.

Furthermore, we may revise our policies and procedures at our sole discretion at any time and without prior notice, as we deem necessary or appropriate: (1) to better detect and deter market timing or other harmful trading that may adversely affect other policyowners, other persons with material rights under the variable insurance products, or underlying fund shareholders generally; (2) to comply with state or federal regulatory requirements; or (3) to impose additional or alternative restrictions on owners engaging in market timing or disruptive trading among the investment options under the variable insurance product. In addition, we may not honor transfer requests if any variable investment option that would be affected by the transfer is unable to purchase or redeem shares of its corresponding underlying fund portfolio.

Underlying Fund Portfolio Frequent Trading Policies. The underlying fund portfolios may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares. Underlying fund portfolios may, for example, assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period of time. The prospectuses for the underlying fund portfolios describe any such policies and procedures. The frequent trading policies and procedures of an underlying fund portfolio may be different, and more or less restrictive, than the frequent trading policies and procedures of other underlying fund portfolios and the policies and procedures we have adopted for our variable insurance policies to discourage market timing and disruptive trading. Policyowners should be aware that we may not have the contractual ability or the operational capacity to monitor policyowners’ transfer requests and apply the frequent trading policies and procedures of the respective underlying funds that would be affected by the transfers. Accordingly, policyowners and other persons who have material rights under our variable insurance products should assume that any protection they may have against potential harm from market timing and disruptive trading is the protection, if any, provided by the policies and procedures we have adopted for our variable insurance products to discourage market timing and other disruptive trading in certain subaccounts.

You should be aware that, as required by SEC regulation, we have entered into a written agreement with each underlying fund or principal underwriter that obligates us to provide the fund, upon written request, with information about you and your trading activities in the fund’s portfolios. In addition, we are obligated to execute instructions from the funds that may require us to restrict or prohibit your investment in a specific portfolio if the fund identifies you as violating the frequent trading policies that the fund has established for that portfolio.

If we receive a premium payment from you that you allocate into a fund that has directed us to

restrict or prohibit your trades into the fund, then we will request new allocation instructions from you. If we receive from you a transfer request into a fund that has directed us to restrict or prohibit your trades, then we will not effect the transfer.

Omnibus Order. Policyowners and other persons with material rights under the variable insurance products also should be aware that the purchase and redemption orders received by the underlying fund portfolios generally are “omnibus” orders from intermediaries such as retirement plans and separate accounts funding variable insurance products. The omnibus orders reflect the aggregation and netting of multiple orders from individual retirement plan participants and individual owners of variable insurance products. The omnibus nature of these orders may limit the underlying fund portfolios’ ability to apply their respective frequent trading policies and procedures. We cannot guarantee that the underlying fund portfolios will not be harmed by transfer activity relating to the retirement plans or other insurance companies that may invest in the underlying fund portfolios. These other insurance companies are responsible for their own policies and procedures regarding frequent transfer activity. If their policies and procedures fail to successfully discourage harmful transfer activity, it will affect other owners of underlying fund portfolio shares, as well as the owners of all of the variable annuity or life insurance policies, including ours, whose variable investment options correspond to the affected underlying fund portfolios. In addition, if an underlying fund portfolio believes that an omnibus order we submit may reflect one or more transfer requests from owners engaged in market timing and disruptive trading, the underlying fund portfolio may reject the entire omnibus order and thereby delay or prevent us from implementing your request.

ProFunds and Access Trust Subaccounts. Because the above restrictions do not apply to the ProFunds or Access Trust subaccounts, they may have a greater risk than others of suffering from the harmful effects of market timing and disruptive trading, as discussed above (i.e., dilution, an adverse effect on portfolio management and increased expenses).

Telephone, Fax and Online Privileges. Telephone transfer privileges will automatically apply to your Policy unless you provide other instructions. The telephone transfer privileges allow you to give authority to the registered representative or agent of record for your Policy to make telephone transfers and to change the allocation of future payments among the subaccounts and the fixed account on your behalf according to your instructions. To make a telephone transfer, you may call us at our administrative office at 1-800-851-9777, Monday - Friday, between the hours of 8:30 a.m. - 7:00 p.m. Eastern time, or fax your instructions to our interfund fax number 1-727-299-1648 (for all other fax requests, please use 1-727-299-1620). You also may request transfers electronically through our website, www.westernreserve,com. Please note: Certain subaccounts have similar names. When providing your allocation instructions, please state or write the full name of the subaccount that you select for your allocation.

Additionally, please note the following regarding telephone, Internet or fax transfers:

·	We will employ reasonable procedures to confirm that telephone instructions are genuine.
·	If we follow these procedures, we are not liable for any loss, damage, cost or expense from complying with telephone instructions we reasonably believe to be authentic. You bear the risk of any such loss.
·	If we do not employ reasonable confirmation procedures, we may be liable for losses due to unauthorized or fraudulent instructions.
·	Such procedures may include requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of transactions to owners, and/or tape recording telephone instructions received from owners.
·	We may also require that you send us the telephone, Internet or fax order in writing.
	If you do not want the ability to make telephone transfers, you should notify us in writing at our mailing address.
·	We will not be responsible for same-day processing of transfers if faxed to a number other than 1-727-299-1648 or 1-727-299-1620.
·	We will not be responsible for any transmittal problems when you fax us your order unless you report it to us within five business days and send us proof of your fax transmittal. We may discontinue this option at any time.

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

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

Fixed Account Transfers

Currently, we do not, but reserve the right to, limit the number of transfers out of the fixed account to one per Policy year. If we change this, we will notify you.

We reserve the right to limit the maximum amount you may transfer from the fixed account to the greater of:

·	25% of the amount in the fixed account; or
·	the amount you transferred from the fixed account in the immediately preceding Policy year.

We will make the transfer at the end of the valuation date on which we receive the request, in good order, at our administrative office (for telephonic and facsimile transactions) or at our mailing address (for written correspondence). For Policies Applied for On or After September 22, 2008: Unless otherwise required by state law, we may restrict transfers to the fixed account if the fixed account value, excluding amounts in the loan reserve following the transfer would exceed $250,000. (This restriction does not apply to any transfer to the fixed account necessary in the exercise of conversion rights.) We reserve the right to require that you make the transfer request in writing and that we receive the written transfer request no later than 30 days after a Policy anniversary. Transfers from the fixed account are not available through the Internet.

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

New Jersey: If your Policy was applied for in the State of New Jersey before September 22, 2008, and issued before January 1, 2009, the fixed account is not available to you. You may not direct or transfer any money to the fixed account.

Conversion Rights

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

Dollar Cost Averaging

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

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

To start dollar cost averaging:	·	You must submit a completed form signed by the owner to us at our mailing address, in good order, requesting dollar cost averaging;
	·	You may be required to have at least $5,000 in each account from which we will make transfers;
	·	Your total transfers each month under dollar cost averaging may be limited to a minimum of $100; and
	·	Each month, you may not transfer more than one-tenth of the amount that was in your fixed account at the beginning of dollar cost averaging.

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

Dollar cost averaging will terminate if:	·	We receive at our mailing address your or your registered representative’s or agent of record’s, request, in good order, to cancel your participation;
	·	The value in the accounts from which we make the transfers is depleted;
	·	You elect to participate in the asset rebalancing program; or
	·	You elect to participate in any asset allocation services provided by a third party.

If you terminate your participation in the dollar cost averaging program, we will stop making dollar cost averaging transfers without a new completed dollar cost averaging request form signed by the owner. We may modify, suspend, or discontinue dollar cost averaging at any time.

Asset Rebalancing Program

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

You may elect asset rebalancing to occur on a monthly, quarterly, semi-annual or annual basis. Once we receive the asset rebalancing request form, in good order, at our mailing address, we will change your premium allocation instructions to match your asset rebalancing request instructions, and we will implement the asset rebalancing program on the date you indicated. You may modify your allocations quarterly. We will credit the amounts transferred at the unit value next determined on the dates the transfers are made. If a day on which rebalancing would ordinarily occur falls on a day on which the NYSE is closed, rebalancing will occur on the next day that the NYSE is open.

To start asset rebalancing:	·	You must submit to us at our mailing address, a completed asset rebalancing request form, in good order, signed by the owner; and
	·	You may be required to have a minimum cash value of $5,000 or make a $5,000 initial premium payment.

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

Asset rebalancing will cease if:	·	you elect to participate in the dollar cost averaging program;
	·	we receive, in good order, at our mailing address a request to discontinue participation from you, your registered representative, or agent of record;
	·	you make any transfer to or from any subaccount other than under a scheduled rebalancing; or
	·	you elect to participate in any asset allocation services provided by a third party.

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

Third Party Asset Allocation Services

We do not offer any asset allocation programs or any investment models for use with your life insurance policy. You may authorize and engage your own investment advisor to manage your account. These investment advisors may be firms or persons who also are appointed by us, or whose affiliated broker-dealers are appointed by us, as authorized sellers of the Policies. Even if this is the case, however, please note that the investment advisor you engage to provide advice and/or make transfers for you is not acting on our behalf, but rather is acting on your behalf. We do not offer advice about how to allocate your cash value under any circumstance. We are not responsible for any recommendations such investment advisors make, any investment models or asset allocation programs they choose to follow, or any specific transfers they make on your behalf.

Any fee that is charged by your investment advisor is in addition to the fees and expenses that apply under your Policy. We are not a party to the agreement you have with your investment advisor. You will, however, receive confirmations of transactions that affect your Policy. Note: If you make withdrawals of cash value to pay advisory fees, then taxes may apply to any such withdrawals and tax penalties may be assessed on withdrawals made before you attain age 59-1/2.

If your investment advisor has also acted as your insurance agent with respect to the sale of your Policy, he or she may be receiving compensation for services provided both as an insurance agent and investment advisor. Alternatively, the investment advisor may compensate the insurance agent from whom you purchased your Policy for the referral that led you to enter into your investment advisory relationship with the investment advisor. If you are interested in the details about the compensation that your investment advisor and/or your insurance agent receive in connection with your Policy, you should ask them for more details.

We, or an affiliate of ours, will process the financial transactions placed by your registered insurance agents or investment advisors. We reserve the right to discontinue doing so at any time and for any reason. We may require insurance agents or investment advisors, who are authorized by multiple policyowners to make financial transactions, to enter into an administrative agreement with Western Reserve as a condition of our accepting transactions on your behalf. The administrative agreement may impose limitations on the insurance agent’s or investment advisor’s ability to request financial transactions on your behalf. These limitations, which are discussed in the section above entitled “Transfers – Disruptive Trading and Market Timing,” are intended to (1) minimize the detrimental impact of an investment professional who is in a position to transfer large amounts of money for multiple clients in a particular portfolio or type of portfolio, or (2) intended to comply with specific restrictions or limitations imposed by a portfolio(s) of Western Reserve.

Limitations that we may impose on your insurance agent or investment advisor under the terms of the administrative agreement do not apply to financial transactions requested by an owner on their own behalf, except as otherwise described in this prospectus.

Policy Values

Cash Value:

·	Varies from day to day, depending on the investment experience of the subaccounts you choose, the interest credited to the fixed account, the charges deducted and any other Policy transactions (such as additional premium payments, transfers, withdrawals and Policy loans);
·	serves as the starting point for calculating values under a Policy;
·	equals the sum of all values in each subaccount and the fixed account, including any amounts held in the loan reserve account (part of the fixed account) to secure any outstanding Policy loan;
·	is determined on the Policy date and on each valuation date; and
·	has no guaranteed minimum amount and may be more or less than premiums paid.

Net Surrender Value

The net surrender value is the amount we pay when you surrender your Policy while it is in force. We determine the net surrender value at the end of the valuation period when we receive your written surrender request, in good order, at our mailing address.

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

Subaccount Value

The cash value in a subaccount is referred to as “subaccount value.” At the end of any valuation period, the subaccount value is equal to the number of units that the Policy has in the subaccount, multiplied by the unit value of that subaccount.

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

Every time you allocate, transfer or withdraw money to or from a subaccount, we convert that dollar amount into units. We determine the number of units we credit to, or subtract from, your Policy by dividing the dollar amount of the allocation, transfer or cash withdrawal by the unit value for that subaccount next determined at the end of the valuation period on which the premium allocation, transfer request or cash withdrawal request is received: (i) at our mailing address (for written requests or payments by check); (ii) at our administrative office (for requests by fax or telephone, or for payments made through electronic credit and debit transactions); or (iii) electronically through our website.

Subaccount Unit Value

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

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

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

Fixed Account Value

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

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

Death Benefit

Death Benefit Proceeds

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

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

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

Death Benefit

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

Death benefit Option A equals the greater of:	·	the current specified amount; or
	·	a specified percentage called the "limitation percentage," multiplied by
		>	the cash value on the insured's date of death; or
	·	the amount required for the Policy to qualify as a life insurance contract under Section 7702 of the Internal Revenue Code.

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

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

Attained Age Limitation Percentage

40 and under 250%

41 to 45 250% minus 7% for each age over age 40

46 to 50 215% minus 6% for each age over age 45

51 to 55 185% minus 7% for each age over age 50

56 to 60 150% minus 4% for each age over age 55

61 to 65 130% minus 2% for each age over age 60

66 to 70 120% minus 1% for each age over age 65

71 to 75 115% minus 2% for each age over age 70

76 to 90 105%

91 to 95 105% minus 1% for each age over age 90

96 and older 100%

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

Option A Illustration. Assume that the insured's attained age is under 40, there have been no withdrawals or decreases in specified amount, and that there are no outstanding loans. Under Option A, a Policy with a $100,000 specified amount will generally pay $100,000 in death benefits. However, because the death benefit must be equal to or be greater than 250% of cash value, any time the cash value of the Policy exceeds $40,000, the death benefit will exceed the $100,000 specified amount. (The figure $40,000 is derived by solving for cash value in the following calculation: $100,000=250% multiplied by cash value.) Each additional dollar added to the cash value above $40,000 will increase the death benefit by $2.50.

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

Death benefit Option B equals the greater of:	·	the current specified amount; plus
Death benefit Option B equals the greater of:		>	the cash value on the insured's date of death; or
	·	the limitation percentage, multiplied by
		>	the cash value on the insured's date of death; or
	·	the amount required for the Policy to qualify as a life insurance contract under Section 7702 of the Internal Revenue Code.

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

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

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

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

Under Option C, the death benefit varies with the cash value and the insured's attained age.

Option C--Three Illustrations.

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

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

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

Effect of Cash Withdrawals on the Death Benefit

For Policies Applied for On/Or After September 22, 2008: When death benefit Option A is in effect or when death benefit Option C is in effect and the insured’s attained age is 71 or greater, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal. For Policies Applied for Before September 22, 2008 and Issued Before January 1, 2009: If you choose Option A, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal. Regardless of the death benefit option you choose, a cash withdrawal will reduce the death benefit by at least the amount of the withdrawal. This decrease in specified amount may cause your Policy to be in a lower specified amount band, so your cost of insurance rates would be higher. For a description of the effects on the death benefit option that you select, please refer to the section entitled “Surrenders and Cash Withdrawals – Cash Withdrawal Conditions” in this prospectus.

Choosing Death Benefit Options

You must choose one death benefit option on your application. This is an important decision. The death benefit option you choose will have an impact on the dollar value of the death benefit, on your cash value, and on the amount of cost of insurance charges you pay.

If you do not select a death benefit option on your application, we will assume you selected death benefit Option A and will ask you to confirm the selection of Option A in writing or choose one of the other death benefit options.

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

Changing the Death Benefit Option

After the third Policy year, you may change your death benefit option once each Policy year. We will notify you of the new specified amount.

·	You must send your written request, in good order, to our mailing address.
·	The effective date of the change will be the Monthiversary on or following the date when we receive your request for a change.
·	You may not make a change that would decrease the specified amount below the minimum specified amount shown on your Policy schedule page.
·	There may be adverse federal tax consequences. You should consult a tax advisor before changing your Policy's death benefit option.

Increasing/Decreasing the Specified Amount

After the Policy has been in force for three years, you may increase or decrease the specified amount once each Policy year on any Monthiversary. You may not increase and decrease the specified amount in the same Policy year. Changes in specified amount will trigger changes in your cost of insurance charge, your minimum monthly guarantee premium, may affect your ability to maintain the no lapse period guarantee, and may have adverse federal tax consequences. Any charges associated with an increase or decrease in your specified amount will be based on the same C.S.O. Table that was in effect when your Policy was issued.

In addition, an increase or decrease in specified amount may move the Policy into a different specified amount band, so that your overall cost of insurance rate and premium expense charge rate will change. An increase in specified amount will be treated as an additional layer of coverage with its own cost of insurance rates, surrender charges and surrender charge period. If you increase your specified amount, we will notify you of your new minimum monthly guarantee premium and surrender charge schedule.

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

Conditions for and impact of decreasing the specified amount:	·	You must send your written request, in good order, to our mailing address;
	·	Decreases are only allowed after the third Policy year;
	·	You may not increase and decrease your specified amount in the same Policy year;
	·	You may not decrease your specified amount lower than the minimum specified amount under band 1 shown on your Policy schedule page;
	·	You may not decrease your specified amount if it would disqualify your Policy as life insurance under the Internal Revenue Code;
	·	Until the later of the end of the surrender charge period or the Policy anniversary on or following the insured’s 65th birthday, we may limit the amount of decrease to no more than 20% of the then current specified amount;
	·	A decrease in specified amount will take effect on the Monthiversary on or after we receive your written request, in good order, at our mailing address;
	·	We will assess a decrease charge against the cash value if you request a decrease in your specified amount within the first 15 Policy years (or during the 15 year period subsequent to an increase in specified amount).


Conditions for and impact of increasing the specified amount:	·	Your request, in good order, must be applied for on a supplemental application and must include evidence of insurability satisfactory to us;
	·	Increases are only allowed after the third Policy year.
	·	An increase in specified amount requires our approval and will take effect on the Monthiversary on or after the day we approve your request;
	·	We may require your increase in specified amount to be at least $50,000;
	·	You may not decrease and increase your specified amount in the same Policy year.

If an increase or decrease to your Policy's specified amount causes your specified amount band to change, then we will apply the new premium expense charge and cost of insurance rates to the amounts in the new band as of the effective date of the increase or decrease in specified amount. The new minimum monthly guarantee premium is effective on the date of increase or decrease. In addition, each increase in specified amount will have its own surrender charges that apply for 15 years after any increase. This charge may significantly reduce your net surrender value.

Payment Options

There are several ways of receiving proceeds under the death benefit and surrender provisions of the Policy, other than in a lump sum. These are described under “Settlement Options” in your Policy and in this prospectus.

Surrenders and Cash Withdrawals

Surrenders

You must make a written request containing an original signature to surrender your Policy for its net surrender value as calculated at the end of the valuation date on which we receive your request at our mailing address.

The insured must be alive, the Policy must be in force, and it must be before the maturity date when you make your written request. A surrender is effective as of the date when we receive your written request, in good order, at our mailing address.

You will incur a surrender charge if you surrender the Policy during the first 15 Policy years (or during the 15-year period subsequent to an increase in specified amount). Written requests, in good order, to surrender a Policy that are received at our mailing address before the NYSE closes are priced using the subaccount unit value determined at the close of that regular business session of the NYSE (usually 4:00 p.m. Eastern time). If we receive a written request,at our mailing address after the NYSE closes, we will process the surrender request using the subaccount unit value determined at the close of the next regular business session of the NYSE. All surrender requests must be submitted in good order to avoid a delay in processing your request.

Once you surrender your Policy, all coverage and other benefits under it cease and cannot be reinstated. We will normally pay you the net surrender value in a lump sum within seven days or under a settlement option. A surrender may have tax consequences. See "Federal Income Tax Considerations."

Cash Withdrawals

After the first Policy year, you may request a cash withdrawal of a portion of your cash value subject to certain conditions. All cash withdrawal requests must be submitted in good order to avoid a delay in processing your request.

Cash withdrawal conditions:	·	You must send your written cash withdrawal request with an original signature to our mailing address. If your withdrawal request is less than $500,000, then you may fax it to us at 1-727-299-1620.
	·	We may allow one cash withdrawal per Policy year.
	·	We may limit the amount you can withdraw to a minimum of $500 and the remaining net surrender value following a withdrawal may not be less than $500. During the first 10 Policy years, the amount of the withdrawal may be limited to no less than $500 and to no more than 10% of the net surrender value. After the 10th Policy year, the amount of a withdrawal may be limited to no less than $500 and to no more than the net surrender value less $500.
	·	You may not take a cash withdrawal if it will reduce the specified amount below the minimum specified amount set forth in the Policy.
	·	You may specify the subaccount(s) and the fixed account from which to make the withdrawal. If you do not specify an account, we will take the withdrawal from each account in accordance with your current premium allocation instructions.
	·	We generally will pay a cash withdrawal request within seven days following the valuation date we receive the request, in good order, at our mailing address.
	·	We will deduct a processing fee equal to $25 or 2% of the amount you withdraw, whichever is less. We deduct this amount from the withdrawal, and we pay you the balance.
	·	You may not take a cash withdrawal that would disqualify your Policy as life insurance under the Internal Revenue Code.
	·	A cash withdrawal may have tax consequences.

A cash withdrawal will reduce the cash value by the amount of the cash withdrawal, and, in most cases, will reduce the death benefit by at least the amount of the cash withdrawal. For Policies Applied for On/Or After September 22, 2008: When death benefit Option A is in effect or when Death benefit Option C is in effect and the insured’s attained age is 71 or greater, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal. For Policies Applied for Before September 22, 2008 and Issued Before January 1, 2009: When death benefit Option A is in effect, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal.

A decrease in specified amount may cause your Policy to be in a lower specified amount band, so that your cost of insurance rates would be higher. You also may have to pay higher minimum monthly guarantee premiums and premium expense charges. We will not impose a decrease charge when the specified amount is decreased as a result of taking a cash withdrawal.

When we incur extraordinary expenses, such as overnight mail expenses or wire service fees, for expediting delivery of your cash withdrawal or complete surrender payment, we will deduct that charge from the payment. We currently charge $20 for an overnight delivery ($30 for Saturday delivery) and $25 for wire service. You can obtain further information about these charges by contacting us at our mailing address or our administrative office.

Canceling a Policy

You may cancel a Policy for a refund during the "free-look period" by returning it, with a written request to cancel the Policy, to our mailing address or our administrative office, to one of our branch offices, or to the registered representative who sold you the Policy. The “free-look period” expires 10 days after you receive the Policy. In some states you may have more than 10 days. If you decide to cancel the Policy during the “free-look period,” we will treat the Policy as if it had never been issued. We will pay the refund within seven days after we receive the written request and returned Policy at our mailing address. If your state requires us to allocate premiums according to a policyowner’s instructions during the “free- look period,” then the amount of the refund will be:

	· any charges and taxes we deduct from your premiums; plus
	· any monthly deductions or other charges we deducted from amounts you allocated to the subaccounts and the fixed account; plus
	· your cash value in the subaccounts and the fixed account on the date the written request and Policy are received, in good order, at our mailing address.

Some states may require us to refund all of the premiums you paid for the Policy. (See “Policy Features – Premiums – Allocation Premiums – Reallocation Account.”) In addition, some states may require us to allocate premium according to a policyowner’s instructions during the “free-look period.”

Signature Guarantees

Signature guarantees are relied upon as a means of preventing the perpetuation of fraud in financial transactions, including the disbursement of funds or assets from a victim's account with a financial institution or a provider of financial services. They provide protection to investors by, for example, making it more difficult for a person to take another person's money by forging a signature on a written request for the disbursement of funds.

As a protection against fraud, we require that the following transaction requests include a Medallion signature guarantee:

·	all requests for disbursements (i.e., cash withdrawals and surrenders) of $500,000 or more;

·	any disbursement request made on or within 10 days of our receipt of a request to change the address of record for an owner's account; and

any disbursement request when Western Reserve has been directed to send proceeds to a different address from the address of record for that owner's account. Please note: This requirement will not apply to disbursement requests made in connection with exchanges of one annuity policy for another with the same owner in a "tax-free exchange" under Section 1035 of the Internal Revenue Code.

An investor can obtain a signature guarantee from more than 7,000 financial institutions across the United States and Canada that participate in a Medallion signature guarantee program. This includes many:

·	national and state banks;

·	savings banks and savings and loan associations;

·	securities brokers and dealers; and

·	credit unions.

The best source of a signature guarantee is a bank, savings and loan association, brokerage firm, or credit union with which you do business. Guarantor firms may, but frequently do not, charge a fee for their services.

A notary public cannot provide a signature guarantee. Notarization will not substitute for a signature guarantee.

Loans

General

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

Policy loans are subject to certain conditions:	·	we may require you to borrow at least $500; and
Policy loans are subject to certain conditions:	·	the maximum amount you may borrow is 90% of the cash value less any surrender charge and any outstanding policy loan, including accrued interest.

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

We normally pay the amount of the loan within seven days after we receive a loan request, in good order, at our mailing address or, in the limited circumstances described below, by fax at our administrative office). We may postpone payment of loans under certain conditions.

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

If your loan request is less than $500,000, you may fax it to us at 1-727-299-1620. We will not be responsible for any transmittal problems when you fax your request unless you report it to us within five business days and send us proof of your fax transmittal.

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

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

Interest Rate Charged

We currently charge you an effective annual interest rate on a Policy loan of 3.75% (4.0% maximum guaranteed) on each Policy anniversary. After the 10th Policy year, we may apply preferred loan charged rates on an amount equal to the cash value minus total premiums paid (less any cash withdrawals) and minus any outstanding loan amount including accrued loan interest. The current preferred loan effective annual interest rate charged is 3.00% and is not guaranteed.

Loan Reserve Interest Rate Credited

We will credit the amount in the loan reserve account with interest at an effective annual rate of 3.0%. After offsetting the 3.0% interest we credit, the net cost of loans currently is 0.75% annually (1.0% maximum guaranteed).

Effect of Policy Loans

A Policy loan reduces the death benefit proceeds and net surrender value by the amount of any outstanding loan amount, including accrued loan interest. Repaying the loan causes the death benefit proceeds and net surrender value to increase by the amount of the repayment. As long as a loan is outstanding, we hold an amount equal to the loan as of the last Policy anniversary plus any accrued interest net of any loan payments. This amount is not affected by the separate account's investment performance and may not be credited with the interest rates accruing on the unloaned portion of cash value in the fixed account. Amounts transferred from the separate account to the loan reserve account will reduce the value in the separate account and we will credit such amounts with an interest rate declared by us rather than a rate of return reflecting the investment results of the separate account.

We also currently charge interest on Policy loans at an effective new annual rate of up to 3.75%. Because interest is added to the amount of the Policy loan to be repaid, the size of the loan will constantly increase unless the Policy loan is repaid.

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

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

Policy Lapse and Reinstatement

Lapse

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

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

No Lapse Period Guarantee

This Policy provides a no lapse guarantee during the no lapse period. As long as you keep the no lapse period guarantee in effect, your Policy will not lapse and no grace period will begin. Even if your net surrender value is not enough to pay your monthly deductions, the Policy will not lapse as long as the no lapse period guarantee is in effect. The no lapse period guarantee will not extend beyond the no lapse date stated in your Policy. Each month we determine whether the no lapse period guarantee is still in effect. If the no lapse period guarantee is not in effect and the Policy is still in force, it can be restored by paying sufficient minimum monthly guarantee premiums at any time before the no lapse date.

No lapse date	·	For a Policy issued to any insured ages 0-60, the no lapse date is the lesser of the number of years to attained age 65 or the 20th Policy anniversary.
	·	For a Policy issued to an insured ages 61-85, the no lapse date is the fifth Policy anniversary.
	·	The no lapse date is specified in your Policy.

Keeping the no lapse period guarantee in effect	·	The no lapse period guarantee will not be effective if you do not pay sufficient minimum monthly guarantee premiums.
	·	You must pay total premiums (minus withdrawals, outstanding loan amounts, and any decrease charge) that equal at least:
		>	the sum of the minimum monthly guarantee premiums in effect for each month from the Policy date up to and including the current month.

Effect of changes on minimum monthly guarantee premium	·	If, during the no lapse period, you change death benefit options, increase or decrease the specified amount, or add, terminate, increase or decrease a rider, we will adjust the minimum monthly guarantee premium. Depending upon the change made to the Policy or rider and the resulting impact on the level of the minimum monthly guaranteed premium, you may need to pay additional premiums to keep the Policy in force. We will not extend the length of the no lapse period.

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

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

Reinstatement

We may reinstate a lapsed Policy within five years after the lapse (and prior to the maturity date). To reinstate the Policy you must:

·	submit a written application for reinstatement to our mailing address;
·	provide evidence of insurability satisfactory to us;
·	if the no lapse period has expired, pay an amount sufficient to provide a net premium equal to any uncollected monthly deductions due up to the time of termination, plus two monthly deductions due in advance at the time of reinstatement, plus an amount sufficient to increase the cash value above the surrender charges in effect at the time of reinstatement; if the no lapse period has not expired, pay the lesser of the premium described directly above, or the total minimum monthly guarantee premium from the Policy date through the month of lapse, plus two months of minimum monthly guarantee premiums, minus premiums previously paid net of any withdrawals, outstanding loans, accrued loan interest and surrender charge assessed upon a decrease in specified amount that has been deducted from the cash value.

The cash value of the loan reserve on the reinstatement date will be zero. Your net surrender value on the reinstatement date will equal the cash value at the time your Policy lapsed, plus any net premiums you pay at reinstatement, minus one monthly deduction and any surrender charge (that we would assess if you were to surrender the Policy). The reinstatement date for your Policy will be the Monthiversary on or following the day we approve your application for reinstatement. We may decline a request for reinstatement. We will not reinstate indebtedness (i.e., outstanding loan plus any accrued interest at the time your Policy lapsed).

Extension of No Lapse Guarantee Period

The no lapse date for all Policies that were in force on May 1,2009 where a no lapse date indicated on the Policy schedule page in 2006, 2007, 2008, 2009, 2010 or 2011, has been automatically extended to the Policy Anniversary in 2012. The minimum monthly guarantee premium will not be changed, but if a cash withdrawal or a loan has been taken, or if requested in the future, additional minimum premiums may need to be paid to maintain the No Lapse guarantee. If an affected Policy lapses and is reinstated before January 1, 2012, the extended No Lapse date will remain in effect.

Federal Income Tax Considerations

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

Tax Status of the Policy

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

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

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

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

Tax Treatment of Policy Benefits

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

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

Modified Endowment Contracts. Under the Code, certain life insurance policies are classified as MECs and receive less favorable tax treatment than other life insurance policies. The rules are too complex to summarize here, but generally depend on the amount of premiums paid during the first seven Policy years or in the seven Policy years following certain changes in the Policy. Certain changes in the Policy after it is issued could also cause the Policy to be classified as a MEC. Among other things, a reduction in benefits could cause a Policy to become a MEC. Due to the Policy's flexibility, each Policy's circumstances will determine whether the Policy is classified as a MEC. If you do not want your Policy to be classified as a MEC, you should consult a tax advisor to determine the circumstances, if any, under which your Policy would or would not be classified as a MEC.

Upon issue of your Policy, we will notify you as to whether or not your Policy is classified as a MEC based on the initial premium we receive. If your Policy is not a MEC at issue, then you will also be notified of the maximum amount of additional premiums you can pay without causing your Policy to be classified as a MEC. If a payment would cause your Policy to become a MEC, you and your agent will be notified. At that time, you will need to notify us if you want to continue your Policy as a MEC. Unless you notify us that you do want to continue your Policy as a MEC, we will refund the dollar amount of the excess premium if we have not yet credit the premium, or, if the premium has been credited, we will return the excess premium, plus interest, within sixty days of year end.

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

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

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

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

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

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

Distributions (other than Death Benefits) from Policies that are not MECs. Distributions from a

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

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

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

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

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

Business Uses of the Policy. The Policy may be used in various arrangements, including nonqualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans and business uses of the Policy may vary depending on the particular facts and circumstances of each individual arrangement and business uses of the Policy. Therefore, if you are contemplating using the Policy in any such arrangement, you should be sure to consult a tax advisor as to tax attributes of the arrangement and in its use of life insurance. In recent years, moreover, Congress and the IRS have adopted new rules relating to nonqualified deferred compensation and to life insurance owned by businesses and life insurance used in split-dollar arrangements. The IRS has recently issued new guidance regarding concerns in the use of life insurance in employee welfare benefit plans, including, but not limited to, the deduction of employer contributions and the status of such plans as listed transactions. Any business contemplating the purchase of a new Policy or a change in an existing Policy should consult a tax advisor. Recent legislation under Section 101(j) of the Internal Revenue Code has imposed notice, consent and other provisions on policies owned by employers and certain of their affiliates, owners and employees in order to receive death benefits tax-free and added additional reporting requirements.

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

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

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

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

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

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

Other Policy Information

Settlement Options

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

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

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

·	the amount of the surrender on the surrender date or death benefit proceeds on the insured's date of death;
·	the interest rate we credit on those amounts (we guarantee a minimum annual interest rate of 3.0%);
·	the mortality tables we use; and
·	the specific payment option(s) you choose.

Option 1--Equal Monthly Installments for a Fixed Period	·	We will pay the proceeds, plus interest, in equal monthly installments for a fixed period of your choice, but not longer than 240 months.
	·	We will stop making payments once we have made all the payments for the period selected.

Option 2--Equal Monthly Installments for Life (Life Income)	At your or the beneficiary's direction, we will make equal monthly installments:
	·	only for the life of the payee, at the end of which payments will end; or
	·	for the longer of the payee's life, or for 10 years if the payee dies before the end of the first 10 years of payments; or
	·	for the longer of the payee's life, or until the total amount of all payments we have made equals the proceeds that were applied to the settlement option.

Option 3--Equal Monthly Installments for the Life of the Payee and then to a Designated Survivor (Joint and Survivor)	·	We will make equal monthly payments during the joint lifetime of two persons, first to a chosen payee, and then to a co-payee, if living, upon the death of the payee.
	·	Payments to the co-payee, if living, upon the payee's death will equal either:
		>	the full amount paid to the payee before the payee's death; or
		>	two-thirds of the amount paid to the payee before the payee's death.
	·	All payments will cease upon the death of the co-payee.

Benefits at Maturity

If the insured is living and the Policy is in force, the Policy will mature on the Policy anniversary nearest the insured's 100th birthday. This is the maturity date. On the maturity date we will pay you the net surrender value of your Policy.

If you send a written request to our mailing address, we will extend the maturity date if your Policy is still in force on the maturity date. Any riders in force on the scheduled maturity date will terminate on that date and will not be extended. Policy loans, partial withdrawals, and subaccount transfers may continue during the extension. Interest on any outstanding Policy loans will continue to accrue during the period for which the maturity date is extended. You must submit a written request to our mailing address for the extension between 90 and 180 days prior to the maturity date and elect one of the following:

If you had previously selected death benefit Option B or C, we will change the death benefit to Option A. On each valuation date, we will adjust the specified amount to equal the cash value, and the limitation percentage will be 100%. We will not permit you to make additional premium payments unless it is required to prevent the Policy from lapsing. We will waive all future monthly deductions; or

We will automatically extend the maturity date until the next Policy anniversary. You must submit a written request to our mailing address, between 90 and 180 days before each subsequent Policy anniversary, stating that you wish to extend the maturity date for another Policy year. All benefits and charges will continue as set forth in your Policy. We will charge the then current cost of insurance rates.

If you choose 2 above, you may change your election to 1 above at any time. However, if you choose 1 above, then you may not change your election to 2 above. Please note: Item 2 above may not be available in all states, or its terms may vary depending on a state's insurance law requirements.

The tax consequences of extending the maturity date beyond the 100th birthday of the insured are uncertain, and may include taxation of the gain in the Policy at the original maturity date or taxation of the death benefit in whole or in part. You should consult a tax advisor as to those consequences.

Retained Asset Accounts

When a death benefit is paid in a lump sum and is $15,000 or greater, your beneficiary may elect to have the death benefit deposited into an interest-bearing account, called the Assurance Plus Account. We will send the beneficiary a "checkbook", and the beneficiary will have access to the account simply by writing a "draft" for all or part of the amount of the death benefit. We use a bank, the Northern Trust Company, to process your “drafts.” Upon receipt of the "draft" by the bank, the bank will draw down the amount you requested from our general account. The Assurance Plus Account is part of our general account. We do not guarantee to credit a minimum interest rate on amounts left in the Assurance Plus Account. Any interest paid on amounts in the Assurance Plus Account are currently taxable. It is not a bank account, and it is not insured by the FDIC or any other government agency. As part of our general account, it is subject to the claims of our creditors. We may make a profit on all amounts left in the Assurance Plus Account. The Assurance Plus account is not available in all states.

Payments We Make

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

·	the NYSE is closed, other than customary weekend and holiday closing, or trading on the NYSE is restricted as determined by the SEC; or
·	the SEC permits, by an order, the postponement for the protection of policyowners; or
·	the SEC determines that an emergency exists that would make the disposal of securities held in the separate account or the determination of their value not reasonably practicable.

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

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

Split Dollar Arrangements

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

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

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

On July 30, 2002, President Bush signed into law significant accounting and corporate governance

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

Although the prohibition on loans of publicly-traded companies is generally effective as of July 30, 2002, there is an exception for loans outstanding as of the date of enactment, as long as there is no material modification to the loan terms and the loan is not renewed after July 30, 2002. Any affected business contemplating the payment of a premium on an existing Policy, or the purchase of a new Policy, in connection with a split-dollar life insurance arrangement should consult legal counsel.

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

Policy Termination

Your Policy will terminate on the earliest of:

·	the maturity date;	·	the end of the grace period; or
·	the date the insured dies;	·	the date the Policy is surrendered.

Assignment of the Policy

You may assign the contract by giving us written notice. We reserve the right, except to the extent prohibited by applicable laws, regulations, or actions of the State insurance commissioner, to require that the assignment will be effective only upon acceptance by us, and to refuse assignments or transfers at any time on a non-discriminatory basis.

Supplemental Benefits (Riders)

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

Children's Insurance Rider

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

Accidental Death Benefit Rider

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

Subject to certain limitations, we will pay the specified amount if the primary insured's death results solely from accidental bodily injury where:

·	the death is caused by external, violent, and accidental means;
·	the death occurs within 90 days of the accident; and
·	the death occurs while the rider is in force.

The rider will terminate on the earliest of:

·	the Policy anniversary nearest the primary insured's 70th birthday;
·	the date the Policy terminates; or
·	the Monthiversary when the rider terminates at the owner's request.

Other Insured Rider

This rider may insure the spouse and/or dependent children of the primary insured. Subject to the terms of the rider, we will pay the specified amount of the rider to the primary insured. Our current minimum face amount for this rider for issue ages 0-85 is $10,000. The maximum face amount is the lesser of $500,000 or the amount of coverage on the primary insured. The maximum number of Other Insured Riders that is allowed on any one Policy is five (5). We will pay the rider's face amount when we receive proof at our administrative office of the Other Insured's death. Please refer to the applicable fee tables for your Policy to determine the respective charges for this rider. Subject to the following conditions, on any Monthiversary while the rider is in force, you may convert it to a new policy on the Other Insured's life (without evidence of insurability).

Conditions to convert the rider:	·	Your request, in good order, must be in writing and sent to our administrative office.
	·	The Other Insured has not reached his/her 70th birthday;
	·	The new policy is any permanent insurance policy that we currently offer for conversion;
	·	Subject to the minimum specified amount required for the new policy, the amount of the insurance under the new policy will equal the face amount in force under the rider as long as it meets the minimum face amount requirements of the original Policy; and
	·	We will base your premium on the Other Insured's rate class under the rider.

Termination of the rider:	The rider will terminate on the earliest of:
	·	the maturity date of the Policy;
	·	the Policy anniversary nearest to the Other Insured 's 100th birthday;
	·	the date the Policy terminates for any reason except for death of the primary insured;
	·	31 days after the death of the primary insured;
		the date of conversion of this rider; or
	·	the Monthiversary on which the rider is terminated upon written request by the owner.

Disability Waiver Rider

Subject to certain conditions, we will waive the Policy's monthly deductions while the primary insured is disabled. This rider may be purchased if the primary insured’s issue age is 15-55 years of age. We must receive proof, in good order, at our administrative office that:

·	the primary insured is totally disabled;
·	the rider was in force when the primary insured became disabled;
·	the primary insured became disabled before the Policy anniversary nearest the insured’s 60th birthday; and
·	the primary insured is continuously disabled for at least six months.

We will not waive any deduction that becomes due more than one year before we receive written notice of your claim at our mailing address.

Disability Waiver and Income Rider

This rider has the same benefits as the Disability Waiver Rider, but adds a monthly income benefit for up to 120 months. This rider may be purchased if the primary insured’s issue age is 15-55 years of age. The minimum income amount for this rider is $10. The maximum income amount is the lesser of 0.2% of your specified amount or $300 per month.

Primary Insured Rider ("PIR") and Primary Insured Rider Plus ("PIR Plus")

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

Features of PIR and PIR Plus:	·	The rider increases the Policy's death benefit by the rider's face amount;
	·	The PIR may be purchased from issue ages 0-85;
	·	The PIR Plus may be purchased from issue ages 18-85;
	·	The PIR terminates when the insured turns 95, and the PIR Plus terminates when the insured turns 90;
	·	The minimum purchase amount for the PIR and PIR Plus is $25,000. There is no maximum purchase amount;
	·	We do not assess any additional surrender charge for PIR and PIR Plus;
	·	Generally PIR and PIR Plus coverage costs less than the insurance coverage under the Policy, but has no cash value;
	·	You may cancel or reduce your rider coverage without decreasing your Policy's specified amount; and
	·	You may generally decrease your specified amount without reducing your rider coverage.


Conditions to convert the rider:	·	Your request must be in writing and sent to our mailing address, in good order;
	·	The primary insured has not reached his/her 70th birthday;
	·	The new policy is any permanent insurance policy that we currently offer for conversions;
	·	Subject to the minimum specified amount required for the new policy, the amount of the insurance under the new policy will equal the specified amount in force under the rider as long as it meets the minimum specified amount requirements of a Base Policy; and
	·	We will base your premium on the primary insured's rate class under the rider.


Termination of the rider:	The rider will terminate on the earliest of:
	·	when the insured turns 95 for a PIR, and when the insured turns 90 for a PIR Plus; or
	·	the date the Policy terminates; or
	·	the date you fully convert the rider; or
	·	the Monthiversary on which you terminate the rider by written request.

It may cost you less to reduce your PIR or PIR Plus coverage than to decrease your Policy’s specified amount because we do not deduct a surrender charge in connection with your PIR or PIR Plus. It may cost you more to keep a higher specified amount under the Policy, because the specified amount may have a cost of insurance that is higher than the cost of the same amount of coverage under your PIR or PIR Plus. Any changes to the coverage of this rider may affect your minimum monthly guarantee premium. Please refer to the applicable fee tables for your Policy to determine the respective charges for these riders.

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

Living Benefit Rider (an Accelerated Death Benefit)

This rider allows us to pay all or a portion of the death benefit once we receive proof, in good order (at our administrative office) that the insured is ill and has a life expectancy of one year or less. A doctor must certify the insured's life expectancy.

We will pay a "single-sum benefit" equal to:

·	the death benefit on the date we pay the single-sum benefit; multiplied by
·	the election percentage of the death benefit you elect to receive (“election percentage”); divided by
·	1 + i ("i" equals the current yield on 90-day Treasury bills or the Policy loan interest rate, whichever is greater) (“discount factor”); minus
·	any indebtedness at the time we pay the single-sum benefit, multiplied by the election percentage.

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

·	the death benefit available under the Policy once we receive satisfactory proof that the insured is ill; plus
·	the benefit available under any PIR or PIR Plus in force.

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

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

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

The rider terminates at the earliest of:

·	the date the Policy terminates;
·	the date a settlement option takes effect;
·	the date we pay a single-sum benefit; or
·	the date you terminate the rider.

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

For example, suppose before the owner elects the single sum benefit, a Policy has a $400,000 death benefit and a $10,000 loan balance. Suppose that the current yield on 90-day Treasury bills is 6.00% and the Policy loan interest rate is 3.75%. Because the greater of these is 6%, that is the interest rate that will be used to discount the single sum benefit. The owner elects to accelerate 50% of the death benefit, so the single sum benefit equals $183,679.25, which is [($400,000 x 0.50 / 1.06) - ($10,000 x 0.50)]. After the acceleration, the remaining death benefit is $200,000, which is 50% of $400,000, and all Policy values will be reduced by 50%.

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

Additional Information

Sending Forms and Transaction Requests in Good Order

We cannot process your instructions to process a transaction relating to the policy until we have received your instructions in good order at our mailing address. "Good order" means the actual receipt by us of the instructions relating to a transaction in writing—or, when appropriate, by telephone or facsimile, or electronically—along with all forms, information and supporting legal documentation [(including any required spousal or joint owner's consents)] we require in order to effect the transaction. To be in "good order," instructions must be sufficiently clear so that we do not need to exercise any discretion to follow such instructions.

Sale of the Policies

Distribution and Principal Underwriting Agreement. Our affiliate, TCI, serves as principal underwriter for the Policies. We entered into a principal underwriting and distribution agreement with TCI for the distribution and sale of the Policies, effective May 1, 2007. We reimburse TCI for certain expenses it incurs in order to pay for the distribution of the Policies (e.g., commissions payable to selling firms selling the Policies, as described below).

Compensation to Broker-Dealers Selling the Policies. The Policies are offered to the public through broker-dealers ("selling firms") that are licensed under the federal securities laws; the selling firm and/or its affiliates are also licensed under state insurance laws. The selling firms have entered into written selling agreements with us and with TCI as principal underwriter for the Policies. We pay commissions through TCI to the selling firms for their sales of the Policies. A limited number of affiliated and unaffiliated broker-dealers may also be paid commissions and overrides to “wholesale” the Policies, that is, to provide sales support and training to sales representatives at selling firms. We may also provide compensation to a limited number of broker-dealers for providing ongoing service in relation to Policies that have already been purchased.

The selling firms are paid commissions for the promotion and sale of the Policies according to one or more schedules. The amount and timing of commissions may vary depending on the selling agreement. The sales commission paid to broker-dealers during 2008 was, on average 59% of all premiums made during the first Policy year, plus 3% of all premiums made during Policy years 2 – 10. We will pay an additional trail commission of up to 0.30% of the Policy's subaccount value (excluding the fixed account) on the Policy anniversary if the cash value (minus amounts attributable to loans) equals at least $5,000. Additional sales commissions may also be payable on premiums paid as a result of an increase in specified amount. Some selling firms may be required to return part of first year commissions if the Policy is not continued through the first two Policy years.

To the extent permitted by FINRA rules, Western Reserve, TFA and other affiliated parties may pay (or allow other broker-dealers to provide) promotional incentives or payments in the form of cash or non-cash compensation or reimbursement to some, but not all, selling firms and their sales representatives. These arrangements are described further below.

The registered representative who sells you the Policy typically receives a portion of the compensation we (and our affiliates) pay to the selling firms, depending on the agreement between the selling firm and its registered representative and the firm’s internal compensation program. These programs may include other types of cash and non-cash compensation and other benefits. Ask your sales representative for further information about the compensation your sales representative, and the selling firm that employs your sales representative, may receive in connection with your purchase of a Policy. Also inquire about any revenue sharing arrangements that we and our affiliates may have with the selling firm, including the conflicts of interests that such arrangements may create.

Special Compensation that We Pay to Affiliated Wholesaling and Selling Firms. Our parent company provides paid-in capital to TCI and pays the cost of TCI’s operating and other expenses, including costs for facilities, legal and accounting services, and other internal administrative functions.

Western Reserve’s two main distribution channels are TFA and WGS, both affiliates, who sell Western Reserve products.

WGS receives a 5% expense allowance on first year variable life target premiums paid for sales of Western Reserve’s variable life insurance products. In addition, WGS indirectly receives a payment of 2% of first year variable life target premiums as a licensing and commission allowance.

Western Reserve underwrites the cost of TFA’s various facilities, third-party services and internal administrative functions, including employee salaries, sales representative training and computer systems, that are provided directly to TFA. These facilities and services are necessary for TFA’s administration and operation, and Western Reserve is compensated by TFA for these expenses based on TFA’s usage. In addition, Western Reserve and other affiliates pay for certain sales expenses of TFA, including the costs of preparing and producing prospectuses and sales promotional materials for the Policy.

Sales representatives and their managers at TFA and WGS may receive directly or indirectly additional cash benefits and non-cash compensation or reimbursements from us or our affiliates. Additional compensation or reimbursement arrangements may include payments in connection with the firm’s conferences or seminars, sales or training programs for invited selling representatives and other employees, seminars for the public, trips (such as travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items, and payments, loans or loan guaranties to assist a firm or representative in connection with systems, operating, marketing and other business expenses. The amounts may be significant and may provide us with increased access to the sales representatives.

In addition, TFA’s managers and/or sales representatives who meet certain productivity standards may be eligible for additional compensation. Sales of the Policies by affiliated selling firms may help sales representatives and/or their managers qualify for certain benefits, and may provide such persons with special incentive to sell our Policies. For example, TFA’s and WGS’s registered representatives, general agents, marketing directors and supervisors may be eligible to participate in a voluntary stock purchase plan that permits participants to purchase stock of AEGON N.V. (Western Reserve’s ultimate parent) by allocating a portion of the commissions they earn to purchase such shares. A portion of the contributions of commissions by TFA’s representatives may be matched by TFA. TFA’s and WGS’s registered representatives may also be eligible to participate in a stock option and award plan. Registered representatives who meet certain production goals will be issued options on the stock of AEGON N.V.

Additional Compensation that We Pay to Selected Selling Firms. We may pay certain selling firms additional cash amounts for “preferred product” treatment of the Policies in their marketing programs in order to receive enhanced marketing services and increased access to their sales representatives. In exchange for providing us with access to their distribution network, such selling firms may receive additional compensation or reimbursement for, among other things, the hiring and training of sales personnel, marketing, sponsoring of conferences and seminars, and/or other services they provide to us and our affiliates. To the extent permitted by applicable law, we and other parties may allow other non-cash incentives and compensation to be paid to these selling firms. These special compensation arrangements are not offered to all selling firms and the terms of such arrangements may differ between selling firms.

Special compensation arrangements are calculated in different ways by different selling firms and may be based on past or anticipated sales of the Policies or other criteria. For instance, Western Reserve made flat fee payments to several selling firms with payments ranging from $_____ to $ ________ in 2009 for the sales of the Western Reserve’s insurance products.

During 2009, we had entered into “preferred product” arrangements with [to be updated] TFA, WGS, Broker Dealer Financial Services, Inc., Coordinated Capital Securities, Inc., First Founder Securities, Inc., Girard Securities, Inc., H. Beck, Inc., Harbour Investments, Inc., IMS Securities, Inc., Next Financial Group, Inc., Packerland Brokerage Services, Inc., Summit Brokerage Services, Inc., and Workman Securities Corporation. We paid the following amounts (in addition to sales commissions and expense allowances) to these firms:

Name of Firm	Aggregate Amount Paid During 2009
Broker Dealer Financial Services Corp	$
Coordinated Capital Securities, Inc.	$
First Founders Securities, Inc.
Girard Securities, Inc.
H. Beck, Inc.
Harbour Investments, Inc.	$
IMS Securities, Inc.	$
Next Financial Group, Inc.	$
Packerland Brokerage Services, Inc.	$
Summit Brokerage Services, Inc.	$
Workman Securities Corporation	$

No specific charge is assessed directly to policyowners or the separate account to cover commissions and other incentives or payments described above. We do intend to recoup commissions and other sales expenses and incentives we pay, however, through fees and charges deducted under the Policy and other corporate revenue.

You should be aware that a selling firm or its sales representatives may receive different compensation or incentives for selling one product over another. In some cases, these payments may create an incentive for the selling firm or its sales representatives to recommend or sell this Policy to you. You may wish to take such payments into account when considering and evaluating any recommendation relating to the Policies.

Legal Proceedings

Western Reserve, like other life insurance companies, is involved in lawsuits, including class

action lawsuits. In some lawsuits involving insurers, substantial damages have been sought and/or material settlement payments have been made. Although the outcome of any litigation cannot be predicted with certainty, at the present time there are no pending or threatened lawsuits that are likely to have a material adverse impact on the separate account, on TCI’s ability to perform under its principal underwriting agreement, or on Western Reserve’s ability to meet its obligations under the Policy.

Financial Statements

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

Table of Contents of the Statement of Additional Information

Glossary

The Policy – General Provisions

Ownership Rights

Our Right to Contest the Policy

Suicide Exclusion

Misstatement of Age or Gender

Modifying the Policy

Mixed and Shared Funding

Addition, Deletion, or Substitution of Portfolios

Additional Information

Additional Information about Western Reserve and the Separate Account

Legal Matters

Variations in Policy Provisions

Personalized Illustrations of Policy Benefits

Sale of the Policies

Report to Owners

Records

Independent Registered Public Accounting Firm

Experts

Financial Statements

Underwriters

Underwriting Standards

IMSA

Performance Data

Other Performance Data in Advertising Sales Literature

Western Reserve’s Published Ratings

Index to Financial Statements

WRL Series Life Account

Western Reserve Life Assurance Co. of Ohio

Glossary

accounts	The options to which you can allocate your money. The accounts include the fixed account and the subaccounts in the separate account.

administrative office	Our administrative office address is P.O. Box 9008, Clearwater, Florida, 33758-9008. Our street address is 570 Carillon Parkway, St. Petersburg, Florida, 33716. Our phone number is 1-800-851-9777; our facsimile numbers are 1-727-299-1648 (for interfund transactions); and 1-727-299-1620 (for all other requests). Our administrative office serves as the recipient of all website (www.westernreserve.com), telephonic and facsimile transactions, including, but not limited to transfer requests and premium payments made by wire transfer and through electronic credit and debit transactions (e.g., payments through direct deposit, debit transfers, and forms of e-commerce payments) and any claims forms. Our hours are Monday – Friday from 8:30 a.m. – 7:00 p.m. Eastern time. Please do not send any checks, or non-claims correspondence or notices to this office; send them to the mailing address.

attained age	The issue age of the person insured, plus the number of completed years since the Policy date (for the initial specified amount) or the date of each increase in specified amount.

Base Policy	The WRL Freedom Elite Builder variable life insurance policy without any supplemental riders.

beneficiary(ies)	The person or persons you select to receive the death benefit from the Policy. You name the primary beneficiary and contingent beneficiaries.

cash value	The sum of your Policy's value in the subaccounts and the fixed account. If there is a Policy loan outstanding, then the cash value includes any amounts held in our fixed account to secure the Policy loan.

death benefit proceeds	The amount we will pay to the beneficiary(ies) on the insured's death. We will reduce the death benefit proceeds by the amount of any outstanding loan amount, including any accrued loan interest, and any due and unpaid monthly deductions.

decrease charge	Surrender charge that may be imposed upon a decrease in specified amount during the first 15 Policy years (or during the 15 years subsequent to an increase in specified amount).

fixed account	An option to which you may allocate net premiums and cash value. We guarantee that any amounts you allocate to the fixed account will earn interest at a declared rate. The fixed account is part of our general account. The fixed account is not available to you if your Policy was applied for in the State of New Jersey before September 22, 2008 and issued before January 1, 2009.

free-look period	The period during which you may return the Policy and receive a refund as described in the prospectus. The length of the free-look period varies by state. The free-look period is listed in the Policy.

funds	Investment companies which are registered with the U.S. Securities and Exchange Commission. The Policy allows you to invest in the portfolios of the funds through our subaccounts. We reserve the right to add other registered investment companies to the Policy in the future.

good order	An instruction that is received by the Company that is sufficiently complete and clear along with all forms, information and supporting legal documentation (including any required spousal or joint owner’s consents) so that the Company does not need to exercise any discretion to follow such instruction. All orders to process a withdrawal request; a loan request; a request to surrender your Policy; a fund transfer request; or a death benefit claim must be in good order.

indebtedness	Outstanding loan payments plus accrued interest at the time your Policy lapsed.

in force	While coverage under the Policy is active and the insured's life remains insured.

initial premium	The amount you must pay before insurance coverage begins under the Policy. The initial premium is shown on the schedule page of your Policy.

insured	The person whose life is insured by the Policy.

issue age	The insured's age on his or her birthday nearest to the Policy date. When you increase the Policy’s specified amount of insurance coverage, the issue age for the new segment of specified amount coverage is the insured’s age on his or her birthday nearest the date that the increase in specified amount takes effect. This age may be different from the attained age on other segments of specified amount coverage.

lapse	When life insurance coverage ends because you do not have enough cash value in the Policy to pay the monthly deductions, the surrender charge and any outstanding loan amount, including accrued loan interest, and you have not made a sufficient payment by the end of a grace period.

loan reserve account	A part of the fixed account to which amounts are transferred as collateral for Policy loans.

mailing address	Our mailing address is 4333 Edgewood Road, N.E., Cedar Rapids, Iowa, 52499. All premium payments and loan repayments made by check, and all non-claims related correspondence and notices must be sent to this address.

maturity date	The Policy anniversary nearest the insured's 100th birthday if the insured is living and the Policy is still in force. It is the date when life insurance coverage under this Policy ends. You may continue coverage, at your option, under the Policy's extended maturity date benefit provision.

maximum fixed account value	For Policies Applied for On/Or After September 22, 2008: The maximum amount that may be allocated to the fixed account at any time without prior approval is the amount that would cause the fixed account to be $250,000, exclusive of loan reserve requirements. (This restriction does not apply to transfers to the fixed account necessary in the exercise of conversion rights).

minimum monthly guarantee premium	The amount shown on your Policy schedule page that we use during the no lapse period to determine whether a grace period will begin. We will adjust the minimum monthly guarantee premium if you change death benefit options, increase or decrease the specified amount, or add, terminate, increase or decrease a rider, and you may need to pay additional premiums in order to keep the no lapse guarantee in place. A grace period will begin whenever your net surrender value is not enough to meet monthly deductions and the no lapse period guarantee is no longer in effect.

Monthiversary	This is the day of each month when we determine Policy charges and deduct them from cash value. It is the same date each month as the Policy date. If there is no valuation date in the calendar month that coincides with the Policy date, the Monthiversary is the next valuation date.


monthly deductions	The monthly Policy charge, plus the monthly cost of insurance, plus the monthly charge for any riders added to your Policy, plus, if any, the decrease charge incurred as a result of a decrease in your specified amount.

mortality and expense risk charge	This charge is a daily deduction from each subaccount that is taken before determining the unit value of that subaccount.

net premium	The part of your premium that we allocate to the fixed account or the subaccounts. The net premium is equal to the premium you paid minus the premium expense charge and the premium collection charge.

net surrender value	The amount we will pay you if you surrender the Policy while it is in force. The net surrender value on the date you surrender is equal to: the cash value minus any surrender charge, and minus any outstanding loan amount and accrued loan interest as of such date.

no lapse date	For a Policy issued to any insured ages 0-60, the no lapse date is the anniversary on which the insured's attained age is 65 or the 20th Policy anniversary, whichever is earlier. For a Policy issued to an insured ages 61-85, the no lapse date is the fifth Policy anniversary. The no lapse date is specified in your Policy.

no lapse period	The period of time between the Policy date and the no lapse date during which the Policy will not lapse if certain conditions are met.

NYSE	The New York Stock Exchange.

planned periodic premium	A premium payment you make in a level amount at a fixed interval over a specified period of time.

Policy date	The date generally when our underwriting process is complete, full life insurance coverage goes into effect, the initial premium payment has been received, and we begin to make the monthly deductions. The Policy date is shown on the schedule page of your Policy. If you request, we may backdate a Policy by assigning a Policy date earlier than the date coverage goes into effect. We measure Policy months, years, and anniversaries from the Policy date.

portfolio	One of the separate investment portfolios of a fund.

premium expense charge	The charge that is deducted from each premium payment before determining the net premium that will be credited to the cash value.

premiums	All payments you make under the Policy other than loan repayments.

reallocation account	That portion of the fixed account where we hold the net premium(s) from the record date until the reallocation date.

reallocation date	The date we reallocate all cash value held in the reallocation account to the fixed account and/or subaccounts you selected on your application. We place your net premium in the reallocation account (or as mandated by state law) only if your state requires us to return the full premium in the event you exercise your free-look right. In those states, the reallocation date stated in your policy is as long as we estimate your free look period to last. In all other states, the reallocation date is the later of the policy date or the record date.


record date	The date we record your Policy on our books. The record date is generally the Policy date, unless the Policy is backdated.

separate account	The WRL Series Life Account. It is a separate investment account that is divided into subaccounts. We established the separate account to receive and invest net premiums under the Policy and other variable life insurance policies we issue.

specified amount	The minimum death benefit we will pay under the Policy provided the Policy is in force. The initial specified amount of life insurance that you have selected is shown on the Policy's schedule page that you receive when the Policy is issued. The specified amount in force is the initial specified amount, adjusted for any increases or decreases in the Policy's specified amount. Other events such as a request to increase or decrease the specified amount, change in death benefit option or a cash withdrawal (if you choose Option A death benefit) may also affect the specified amount in force.

subaccount	A subdivision of the separate account that invests exclusively in shares of one investment portfolio of a fund.

surrender charge	If, during the first 15 Policy years (or during the 15 year period subsequent to an increase in specified amount), you fully surrender the Policy, then we will deduct a surrender charge from your cash value.

termination	When the insured's life is no longer insured under the Policy or any rider, and the Policy or any rider is no longer in force.

valuation date	Each day the New York Stock Exchange is open for normal trading. Western Reserve is open for business whenever the New York Stock Exchange is open.

valuation period	The period of time over which we determine the change in the value of the subaccounts. Each valuation period begins at the close of normal trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time on each valuation date) and ends at the close of normal trading of the New York Stock Exchange on the next valuation date.

we, us, our (Western Reserve), the Company	Western Reserve Life Assurance Co. of Ohio.

written notice	The written notice you must sign and send us to request or exercise your rights as owner under the Policy. To be complete and in good order, it must: (1) be in a form we accept, (2) contain the information and documentation that we determine we need to take the action you request, and (3) be received at our mailing address.

you, your (owner or policyowner)	The person entitled to exercise all rights as owner under the Policy.

APPENDICES A-1 & B-1

FOR FEB POLICIES APPLIED FOR ON OR AFTER

SEPTEMBER 22, 2008

(BASED ON THE 2001 C.S.O. MORTALITY TABLES)

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Appendix A-1

Surrender Charge Per Thousand of Specified Amount Segment

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

Issue Age	Male Juvenile	Male Tobacco	Male Non-Tobacco	Female Juvenile	Female Tobacco	Female Non-Tobacco
0	12.47	n/a	n/a	11.99	n/a	n/a
1	12.55	n/a	n/a	12.07	n/a	n/a
2	12.65	n/a	n/a	12.17	n/a	n/a
3	12.78	n/a	n/a	12.27	n/a	n/a
4	12.91	n/a	n/a	12.38	n/a	n/a
5	13.06	n/a	n/a	12.49	n/a	n/a
6	13.21	n/a	n/a	12.62	n/a	n/a
7	13.37	n/a	n/a	12.75	n/a	n/a
8	13.54	n/a	n/a	12.88	n/a	n/a
9	13.72	n/a	n/a	13.03	n/a	n/a
10	13.91	n/a	n/a	13.18	n/a	n/a
11	14.12	n/a	n/a	13.34	n/a	n/a
12	14.33	n/a	n/a	13.51	n/a	n/a
13	14.55	n/a	n/a	13.69	n/a	n/a
14	14.79	n/a	n/a	13.87	n/a	n/a
15	15.02	n/a	n/a	14.06	n/a	n/a
16	15.27	n/a	n/a	14.26	n/a	n/a
17	15.51	n/a	n/a	14.48	n/a	n/a
18		15.76	14.28		14.69	13.45
19		16.01	14.45		14.92	13.62
20		16.28	14.64		15.15	13.78
21		16.55	14.83		15.39	13.96
22		16.83	15.04		15.66	14.16
23		17.12	15.26		15.93	14.35
24		17.42	15.49		16.22	14.56
25		17.74	15.73		16.52	14.78
26		18.07	15.99		16.83	15.00
27		18.42	16.25		17.17	15.25
28		18.77	16.52		17.51	15.50
29		19.16	16.82		17.88	15.77
30		19.56	17.13		18.26	16.05
31		20.00	17.47		18.67	16.35
32		20.46	17.81		19.10	16.66
33		20.96	18.20		19.55	16.98
34		21.47	18.60		20.02	17.33
35		22.03	19.02		20.51	17.69
36		22.61	19.47		21.02	18.06
37		23.23	19.93		21.56	18.46
38		23.79	20.44		22.12	18.88
39		24.48	20.97		22.73	19.32

Surrender Charge Per Thousand of Specified Amount Segment

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

Issue Age	Male Tobacco	Male Non-Tobacco	Female Tobacco	Female Non-Tobacco
40	26.57	22.35	24.39	20.41
41	27.45	23.01	25.14	20.95
42	28.37	23.70	25.95	21.53
43	29.34	24.44	26.80	22.14
44	30.33	25.22	27.70	22.78
45	31.44	26.04	28.66	23.47
46	32.56	26.90	29.67	24.18
47	33.75	27.83	30.75	24.94
48	34.92	28.80	31.88	25.75
49	36.10	29.83	33.07	26.60
50	37.78	30.94	34.32	27.49
51	39.32	32.14	35.62	28.43
52	40.96	33.41	37.00	29.43
53	42.69	34.75	38.44	30.47
54	44.53	36.19	39.95	31.58
55	46.46	37.70	41.53	32.75
56	48.48	39.32	43.18	33.98
57	50.61	41.03	44.93	35.28
58	52.85	42.85	46.76	36.64
59	55.25	44.80	48.69	38.10
60	57.00	46.89	50.72	39.63
61	57.00	49.12	52.86	41.25
62	57.00	51.51	55.14	42.98
63	57.00	54.03	57.00	44.82
64	57.00	56.72	57.00	46.78
65	57.00	57.00	57.00	48.87
66	57.00	57.00	57.00	51.12
67	57.00	57.00	57.00	53.52
68	57.00	57.00	57.00	56.08
69	57.00	57.00	57.00	57.00
70	57.00	57.00	57.00	57.00
71	57.00	57.00	57.00	57.00
72	57.00	57.00	57.00	57.00
73	57.00	57.00	57.00	57.00
74	57.00	57.00	57.00	57.00
75	57.00	57.00	57.00	57.00
76	57.00	57.00	57.00	57.00
77	57.00	57.00	57.00	57.00
78	57.00	57.00	57.00	57.00
79	57.00	57.00	57.00	57.00
80	57.00	57.00	57.00	57.00
81	57.00	57.00	57.00	57.00
82	57.00	57.00	57.00	57.00
83	57.00	57.00	57.00	57.00
84	56.80	57.00	57.00	57.00
85	56.59	57.00	57.00	57.00

FOR FEB POLICIES APPLIED FOR ON OR AFTER SEPTEMBER 22, 2008

Appendix B-1

Illustrations

We based the illustration on page [98] on a Policy for an insured who is a 31 year old male in the Ultimate Select rate class (the “representative insured”), annual premium paid on the first day of each Policy year of $652, a $100,000 initial specified amount and death benefit Option A. The illustration on that page also assumes cost of insurance charges based on our current cost of insurance rates.

The illustration for the representative insured on page [99] is based on the same factors as those on page [98], except the cost of insurance charges are based on the guaranteed cost of insurance rates and expenses (based on the Commissioners 2001 Standard Ordinary Mortality Table).

(1) the daily charge for assuming mortality and expense risks assessed against each subaccount. This charge is equivalent to an annual charge of 1.50% of the average net assets of the subaccounts during the first 15 Policy years; we may reduce this charge to 0.75% (annually) in the 16th Policy year, but we do not guarantee that we will do so, and we reserve the right to maintain this charge at the 1.50% level after the 15th Policy year;

(2) the estimated daily expenses equivalent to an effective arithmetic average annual expense level of ____% of the portfolios’ gross average daily net assets. The ____% gross average portfolio expense level assumes an equal allocation of amounts among the ___ subaccounts available to new investors. We used annualized actual audited expenses incurred during 2009 for the portfolios to calculate the gross average annual expense level; and

(3) the premium expense charge (6.0% of all premium payments during the first ten Policy years on Policies with a specified amount in force of less than $250,000 and 4% on Policies with a specified amount in force of $250,000 - $499,999, and 2.5% of all premiums paid thereafter on Policies with a specified amount less than $500,000) and monthly deductions using the current monthly Policy charge.

The hypothetical returns shown in the tables are provided only to illustrate the mechanics of a hypothetical policy and do not represent past or future investment rates of return. Tax charges that may be attributable to the separate account are not reflected because we are not currently making such charges. If tax charges are deducted in the future, the separate account would have to earn a sufficient amount in excess of 0%, 6% or 10% or cover any tax charges to produce after tax returns of 0%, 6% or 10%. Your actual rates of return for a particular Policy likely will be more or less than the hypothetical investment rates of return. The actual return on your cash value will depend on factors such as the amounts you allocate to particular portfolios, the amounts deducted for the Policy’s monthly charges and other charges, the portfolios’ expense ratios, and your loan and withdrawal history, in addition to the actual investment experience of the portfolios.

WRL FREEDOM ELITE BUILDER

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 31

Specified Amount $100,000 {UPDATES TO COME] Ultimate Select Class

Annual Premium $652 Option Type A

Using Current Cost of Insurance Rates

		DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of						CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year		0% (Gross) -1.23 (Net)		6% (Gross) 4.77% (Net)		10% (Gross) 8.77% (Net)		0% (Gross) -1.23 (Net)		6% (Gross) 4.77% (Net)		10% (Gross) 8.77% (Net)
1		100,000		100,000		100,000		380		410		430
2		100,000		100,000		100,000		751		835		892
3		100,000		100,000		100,000		1,111		1,272		1,387
4		100,000		100,000		100,000		1,460		1,723		1,917
5		100,000		100,000		100,000		1,798		2,187		2,484
6		100,000		100,000		100,000		2,122		2,661		3,088
7		100,000		100,000		100,000		2,433		3,147		3,732
8		100,000		100,000		100,000		2,728		3,641		4,414
9		100,000		100,000		100,000		3,007		4,145		5,140
10		100,000		100,000		100,000		3,272		4,657		5,911
15		100,000		100,000		100,000		4,396		7,399		10,627
20		100,000		100,000		100,000		5,145		10,540		17,477
25		100,000		100,000		100,000		5,656		14,239		27,523
30 (Age 61)		100,000		100,000		100,000		5,237		17,900		41,739
35 (Age 66)		100,000		100,000		100,000		3,993		21,642		62,635
40 (Age 71)		100,000		100,000		108,092		1,433		25,087		93,993
45 (Age 76)		*		100,000		147,752		*		27,928		140,716
50 (Age 81)		*		100,000		219,709		*		29,093		209,247
55 (Age 86)		*		100,000		324,258		*		26,500		308,818
60 (Age 91)		*		100,000		475,284		*		16,151		452,652
65 (Age 96)		*		*		665,735		*		*		665,735
69 (Age 100)		*		*		908,928		*		*		908,928
		NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
	End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)		10% (Gross) 8.77% (Net)		End of Policy Year		0% (Gross) -1.23 (Net)		6% (Gross) 4.77% (Net)		10% (Gross) 8.77% (Net)
	1	-	-		-		20		5,145		10,540		17,477
	2	-	-		-		25		5,656		14,239		27,523
	3	-	-		-		30 (Age 61)		5,237		17,900		41,739
	4	-	-		170		35 (Age 66)		3,993		21,642		62,635
	5	69	457		755		40 (Age 71)		1,433		25,087		93,993
	6	550	1,089		1,516		45 (Age 76)		*		27,928		140,716
	7	1,036	1,750		2,334		50 (Age 81)		*		29,093		209,247
	8	1,505	2,418		3,191		55 (Age 86)		*		26,500		308,818
	9	1,959	3,096		4,092		60 (Age 91)		*		16,151		452,652
	10	2,398	3,783		5,037		65 (Age 96)		*		*		665,735
	15	4,396	7,399		10,627		69 (Age 100)		*		*		908,928
	* In the absence of an additional payment, the Policy would lapse.

WRL FREEDOM ELITE BUILDER

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 31 [UPDATES TOCOME]

Specified Amount $100,000 Ultimate Select Class

Annual Premium $652 Option Type A

Using Guaranteed Cost of Insurance Rates

		DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of						CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year		0% (Gross) -1.23 (Net)		6% (Gross) 4.77% (Net)		10% (Gross) 8.77% (Net)		0% (Gross) -1.23 (Net)		6% (Gross) 4.77% (Net)		10% (Gross) 8.77% (Net)
1		100,000		100,000		100,000		380		410		430
2		100,000		100,000		100,000		726		808		865
3		100,000		100,000		100,000		1,059		1,217		1,330
4		100,000		100,000		100,000		1,382		1,637		1,826
5		100,000		100,000		100,000		1,693		2,069		2,357
6		100,000		100,000		100,000		1,991		2,509		2,920
7		100,000		100,000		100,000		2,276		2,960		3,520
8		100,000		100,000		100,000		2,545		3,416		4,156
9		100,000		100,000		100,000		2,799		3,881		4,831
10		100,000		100,000		100,000		3,038		4,353		5,547
15		100,000		100,000		100,000		4,035		6,859		9,908
20		100,000		100,000		100,000		4,463		9,327		15,632
25		100,000		100,000		100,000		4,155		11,541		23,167
30 (Age 61)		100,000		100,000		100,000		2,506		12,757		32,804
35 (Age 66)		*		100,000		100,000		*		11,802		45,156
40 (Age 71)		*		100,000		100,000		*		6,697		61,585
45 (Age 76)		*		*		100,000		*		*		85,328
50 (Age 81)		*		*		128,289		*		*		122,180
55 (Age 86)		*		*		181,378		*		*		172,741
60 (Age 91)		*		*		251,476		*		*		239,501
65 (Age 96)		*		*		336,709		*		*		336,709
69 (Age 100)		*		*		448,202		*		*		448,202
		NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
	End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)		10% (Gross) 8.77% (Net)		End of Policy Year		0% (Gross) -1.23 (Net)		6% (Gross) 4.77% (Net)		10% (Gross) 8.77% (Net)
	1	-	-		-		20		4,463		9,327		15,632
	2	-	-		-		25		4,155		11,541		23,167
	3	-	-		-		30 (Age 61)		2,506		12,757		32,804
	4	-	-		79		35 (Age 66)		*		11,802		45,156
	5	-	339		627		40 (Age 71)		*		6,697		61,585
	6	419	937		1,348		45 (Age 76)		*		*		85,328
	7	878	1,562		2,123		50 (Age 81)		*		*		122,180
	8	1,322	2,193		2,933		55 (Age 86)		*		*		172,741
	9	1,751	2,833		3,783		60 (Age 91)		*		*		239,501
	10	2,165	3,479		4,673		65 (Age 96)		*		*		336,709
	15	4,035	6,859		9,908		69 (Age 100)		*		*		448,202

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

APPENDICES A-2 and B-2

FOR POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 and ISSUED BEFORE JANUARY 1, 2009

(BASED ON THE 1980 C.S.O. TABLES)

FOR POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Appendix A-2

Surrender Charge Per Thousand of Specified Amount Segment

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

Issue Male Male Male/ Female Female
Age Non-Tobacco Tobacco FemaleNon-Tobacco Tobacco
Juvenile

0 N/A N/A11.76 N/A N/A
1 N/AN/A 8.16 N/A N/A
2 N/AN/A 8.16 N/A N/A
3 N/AN/A 7.92 N/A N/A
4 N/AN/A 7.68 N/A N/A
5 N/AN/A 7.68 N/A N/A
6 N/AN/A 7.68 N/A N/A
7 N/AN/A 7.68 N/A N/A
8 N/AN/A 7.68 N/A N/A
9 N/AN/A 7.68 N/A N/A
10 N/AN/A 7.68 N/A N/A
11 N/AN/A 7.68 N/A N/A
12 N/AN/A 7.68 N/A N/A
13 N/AN/A 7.92 N/A N/A
14 N/AN/A 8.16 N/A N/A
15 N/AN/A 8.40 N/A N/A
16 N/AN/A 8.52 N/A N/A
17 N/AN/A 8.88 N/A N/A
18 8.729.20 8.72 9.20
19 8.849.32 8.84 9.32
20 8.969.44 8.96 9.44
21 9.169.88 9.16 9.64
22 9.3210.04 9.32 9.80
23 9.5210.24 9.52 10.00
24 9.6810.40 9.68 10.40
25 9.8810.84 9.88 10.60
26 10.5611.28 10.32 11.04
27 11.0011.72 10.76 11.48
28 11.4012.12 11.16 12.12
29 12.0812.80 11.84 12.56
30 12.5213.24 12.28 13.00
31 13.0414.00 12.80 13.52
32 13.7614.48 13.52 14.24
33 14.2815.24 14.04 14.76
34 14.7615.96 14.52 15.48
35 15.5216.48 15.28 16.00
36 16.2017.40 15.96 16.92
37 17.2018.40 16.72 17.92
38 18.1219.56 17.64 18.60
39 19.0820.76 18.36 19.56

Surrender Charge Per Thousand of Specified Amount Segment

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

Male Male Male Female Female

Issue Non-Tobacco Tobacco Non-Tobacco Tobacco

Age

40 20.28 21.9619.32 20.52

41 21.64 23.5620.68 22.12

42 23.08 25.2422.12 23.80

43 24.44 27.0823.15 25.40

44 26.04 29.1623.86 26.96

45 27.44 31.0424.59 27.83

46 28.72 32.8025.38 28.76

47 29.84 34.5626.22 29.73

48 31.00 36.3227.11 30.75

49 32.24 38.3228.04 31.84

50 33.56 40.5629.05 32.99

51 34.98 42.5630.11 34.20

52 36.49 45.2431.24 35.48

53 38.10 47.6832.45 36.84

54 39.83 50.8433.72 38.28

55 41.68 53.2835.09 39.79

56 43.63 55.7936.54 41.39

57 45.74 57.0038.08 43.06

58 47.98 57.0039.74 44.88

59 50.38 57.0041.54 46.85

60 52.97 57.0043.47 48.97

61 55.74 57.0045.57 51.26

62 57.00 57.0047.82 53.73

63 57.00 57.0050.26 56.41

64 57.00 57.0052.88 57.00

65 57.00 57.0055.68 57.00

66 and over 57.00 57.0057.00 57.00

FOR FEB POLICIES APPLIED FOR BEFORE SEPTEMBER 22, 2008 AND ISSUED BEFORE JANUARY 1, 2009

Appendix B-2

Illustrations

We based the illustration on page 104 on a Policy for an insured who is a 31 year old male in the Ultimate Select rate class (the “representative insured”), annual premium paid on the first day of each Policy year of $652, a $100,000 initial specified amount and death benefit Option A. The illustration on that page also assumes cost of insurance charges based on our current cost of insurance rates.

The illustration for the representative insured on page 105 is based on the same factors as those on page 104, except the cost of insurance charges are based on the guaranteed cost of insurance rates and expenses (based on the Commissioners 1980 Standard Ordinary Mortality Table).

(1) the daily charge for assuming mortality and expense risks assessed against each subaccount. This charge is equivalent to an annual charge of 0.90% of the average net assets of the subaccounts during the first 15 Policy years (we guarantee to reduce this charge to 0.60% (annually) after the first 15 Policy years). We may reduce this charge to 0.30% in the 16th Policy year, but we do not guarantee that we will do so, and we reserve the right to maintain this charge at the 0.60% level after the 15th Policy year;

The hypothetical returns shown in the tables are provided only to illustrate the mechanics of a hypothetical policy and do not represent past or future investment rates of return. Tax charges that may be attributable to the separate account are not reflected because we are not currently making such charges. If tax charges are deducted in the future, the separate account would have to earn a sufficient amount in excess of 0%, 6% or 10% or cover any tax charges to produce after tax returns of 0%, 6% or 10%. Your actual rates of return for a particular Policy likely will be more or less than the hypothetical investment rates of return. The actual return on your cash value will depend on factors such as the amounts you allocate to particular portfolios, the amounts deducted for the Policy’s monthly charges and other charges, the portfolios’ expense ratios, and your loan and withdrawal history, in addition to the actual investment experience of the portfolios.

WRL FREEDOM ELITE BUILDER

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 31 [UPDATES TO COME]

Specified Amount $100,000 Ultimate Select Class

Annual Premium $652 Option Type A

Using Current Cost of Insurance Rates

	DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of			CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	100,000	100,000	100,000	399	429	450
2	100,000	100,000	100,000	788	873	932
3	100,000	100,000	100,000	1,166	1,333	1,452
4	100,000	100,000	100,000	1,536	1,809	2,011
5	100,000	100,000	100,000	1,894	2,300	2,611
6	100,000	100,000	100,000	2,241	2,807	3,255
7	100,000	100,000	100,000	2,575	3,329	3,945
8	100,000	100,000	100,000	2,899	3,867	4,685
9	100,000	100,000	100,000	3,204	4,415	5,474
10	100,000	100,000	100,000	3,491	4,972	6,313
15	100,000	100,000	100,000	4,669	7,943	11,470
20	100,000	100,000	100,000	5,343	11,280	18,968
25	100,000	100,000	100,000	5,965	15,492	30,420
30 (Age 61)	100,000	100,000	100,000	5,953	20,239	47,464
35 (Age 66)	100,000	100,000	100,000	5,085	25,491	73,252
40 (Age 71)	100,000	100,000	129,539	2,861	31,052	112,643
45 (Age 76)	*	100,000	180,452	*	36,903	171,859
50 (Age 81)	*	100,000	273,556	*	42,539	260,529
55 (Age 86)	*	100,000	411,709	*	47,073	392,104
60 (Age 91)	*	100,000	615,557	*	49,158	586,245
65 (Age 96)	*	100,000	879,682	*	47,937	879,682
69 (Age 100)	*	100,000	1,220,612	*	25,725	1,220,612

	NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	-	-	-	20	5,343	11,280	18,968
2	-	-	-	25	5,965	15,492	30,420
3	-	29	148	30 (Age 61)	5,953	20,239	47,464
4	232	505	707	35 (Age 66)	5,085	25,491	73,252
5	590	996	1,307	40 (Age 71)	2,861	31,052	112,643
6	1,067	1,634	2,081	45 (Age 76)	*	36,903	171,859
7	1,532	2,286	2,902	50 (Age 81)	*	42,539	260,529
8	1,986	2,954	3,773	55 (Age 86)	*	47,073	392,104
9	2,422	3,632	4,691	60 (Age 91)	*	49,158	586,245
10	2,839	4,320	5,661	65 (Age 96)	*	47,937	879,682
15	4,669	7,943	11,470	69 (Age 100)	*	25,725	1,220,612
* In the absence of an additional payment, the Policy would lapse.

WRL FREEDOM ELITE BUILDER

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 31{UPDATES TO COME]

Specified Amount $100,000 Ultimate Select Class

Annual Premium $652 Option Type A

Using Guaranteed Cost of Insurance Rates

	DEATH BENEFIT Assuming Hypothetical Gross and Net Annual Investment Return of			CASH VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	100,000	100,000	100,000	399	429	450
2	100,000	100,000	100,000	755	840	898
3	100,000	100,000	100,000	1,099	1,261	1,377
4	100,000	100,000	100,000	1,430	1,694	1,889
5	100,000	100,000	100,000	1,747	2,136	2,433
6	100,000	100,000	100,000	2,050	2,588	3,014
7	100,000	100,000	100,000	2,337	3,047	3,630
8	100,000	100,000	100,000	2,606	3,513	4,284
9	100,000	100,000	100,000	2,857	3,985	4,977
10	100,000	100,000	100,000	3,089	4,461	5,712
15	100,000	100,000	100,000	4,020	6,989	10,218
20	100,000	100,000	100,000	4,321	9,547	16,416
25	100,000	100,000	100,000	3,545	11,625	24,690
30 (Age 61)	100,000	100,000	100,000	914	12,291	35,627
35 (Age 66)	*	100,000	100,000	*	9,773	50,307
40 (Age 71)	*	100,000	100,000	*	229	71,137
45 (Age 76)	*	*	109,939	*	*	104,704
50 (Age 81)	*	*	163,416	*	*	155,635
55 (Age 86)	*	*	238,545	*	*	227,186
60 (Age 91)	*	*	341,166	*	*	324,920
65 (Age 96)	*	*	473,818	*	*	473,818
69 (Age 100)	*	*	651,374	*	*	651,374

	NET SURRENDER VALUE Assuming Hypothetical Gross and Net Annual Investment Return of
End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)	End of Policy Year	0% (Gross) -1.23 (Net)	6% (Gross) 4.77% (Net)	10% (Gross) 8.77% (Net)
1	-	-	-	20	4,321	9,547	16,416
2	-	-	-	25	3,545	11,625	24,690
3	-	-	73	30 (Age 61)	914	12,291	35,627
4	126	390	585	35 (Age 66)	*	9,773	50,307
5	443	832	1,129	40 (Age 71)	*	229	71,137
6	877	1,414	1,840	45 (Age 76)	*	*	104,704
7	1,293	2,004	2,587	50 (Age 81)	*	*	155,635
8	1,693	2,601	3,371	55 (Age 86)	*	*	227,186
9	2,074	3,203	4,195	60 (Age 91)	*	*	324,920
10	2,437	3,809	5,060	65 (Age 96)	*	*	473,818
15	4,020	6,989	10,218	69 (Age 100)	*	*	651,374

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

Prospectus Back Cover

Personalized Illustrations of Policy Benefits

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

Inquiries

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

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

Western Reserve Life

570 Carillon Parkway

St. Petersburg, Florida 33716

1-800-851-9777

Facsimile: 1-727-299-1620 (for interfund transfers – 1-727-299-1648)

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

www.westernreserve.com

More information about the Registrant (including the SAI) may be reviewed and copied at the SEC’s Public

Reference Room in Washington, D.C. For information on the operation of the Public Reference Room, please contact the SEC at 202-551-8090. You may also obtain copies of reports and other information about the Registrant on the SEC’s website at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC at 100 F Street, NE, Washington, D.C. 20549. The Registrant’s file numbers are listed below.

TCI serves as the principal underwriter for the Policies. More information about TCI is available at http://www.finra.com or by calling 1-800-289-9999. You also can obtain an investor brochure from the Financial Industry Regulatory Authority ("FINRA") describing its Public Disclosure Program.

SEC File No. 333-58322/811-4420

AG08205-05/2010

Changing the Owner	·	Change the owner by providing written notice to us in good order, at our mailing address at any time while the insured is alive and the Policy is in force.
	·	Change is effective as of the date that the written notice is accepted by us at our mailing address.
	·	Changing the owner does not automatically change the beneficiary.
	·	Changing the owner may have tax consequences. You should consult a tax advisor before changing the owner.
	·	We are not liable for payments we made before we received the written notice at our mailing address.

Choosing the Beneficiary	·	The owner designates the beneficiary (the person to receive the death benefit when the insured dies) in the application.
	·	If the owner designates more than one beneficiary, then each beneficiary shares equally in any death benefit proceeds unless the beneficiary designation states otherwise.
	·	If the beneficiary dies before the insured, then any contingent beneficiary becomes the beneficiary.
	·	If both the beneficiary and contingent beneficiary die before the insured, then the death benefit will be paid to the owner or the owner's estate upon the insured's death.

Changing the Beneficiary	·	The owner changes the beneficiary by providing written notice to us in good order, at our mailing address.
	·	Change is effective as of the date the owner signs the written notice.
	·	We are not liable for any payments we made before we received the written notice at our mailing address.

Assigning the Policy	·	The owner may assign Policy rights while the insured is alive.
	·	The owner retains any ownership rights that are not assigned.
	·	Assignee may not change the owner or the beneficiary, and may not elect or change an optional method of payment. Any amount payable to the assignee will be paid in a lump sum.
	·	Claims under any assignment are subject to proof of interest and the extent of the assignment.
	·	We are not:
		>	bound by any assignment unless we receive a written notice of the assignment at our mailing address;
		>	responsible for the validity of any assignment;
		>	liable for any payment we made before we received written notice of the assignment at our mailing address; or
		>	bound by any assignment which results in adverse tax consequences to the owner, insured(s) or beneficiary(ies).
	·	Assigning the Policy may have tax consequences. You should consult a tax advisor before assigning the Policy.

>	the current cash value	>	any activity since the last report
>	the current net surrender value	>	projected values
>	the current death benefit	>	investment experience of each subaccount
>	outstanding loans	>	any other information required by law

·	ultimate select (preferred) non-tobacco use;
·	select (non-preferred) non-tobacco use;
·	ultimate standard (preferred) tobacco use;
·	standard (non-preferred) tobacco use; and
·	juvenile-under 18.

We may compare each subaccount's performance to the performance of:
·	other variable life issuers in general;
·	variable life insurance policies which invest in mutual funds with similar investment objectives and policies, as reported by Lipper Analytical Services, Inc. ("Lipper") and Morningstar, Inc. ("Morningstar"); and other services, companies, individuals, or industry or financial publications (e.g., Forbes, Money, The Wall Street Journal, Business Week, Barron's, Kiplinger's Personal Finance, and Fortune);
	>	Lipper and Morningstar rank variable annuity contracts and variable life policies. Their performance analysis ranks such policies and contracts on the basis of total return, and assumes reinvestment of distributions; but it does not show sales charges, redemption fees or certain expense deductions at the separate account level.
·	the Standard & Poor's Index of 500 Common Stocks, or other widely recognized indices;
	>	unmanaged indices may assume the reinvestment of dividends, but usually do not reflect deductions for the expenses of operating or managing an investment portfolio; or
·	other types of investments, such as:
	>	certificates of deposit;
	>	savings accounts and U.S. Treasuries;
	>	certain interest rate and inflation indices (e.g., the Consumer Price Index); or
	>	indices measuring the performance of a defined group of securities recognized by investors as representing a particular segment of the securities markets (e.g., Donoghue Money Market Institutional Average, Lehman Brothers Corporate Bond Index, or Lehman Brothers Government Bond Index).

Name	Principal Business Address	Position and Offices with Depositor
Tim L. Stonehocker	(1)	Chairman of the Board
Charles T. Boswell	(2)	Director and Chief Executive Officer
Brenda K. Clancy	(1)	Director and President
M. Craig Fowler	(3)	Vice President and Treasurer
Arthur C. Schneider	(1)	Director, Senior Vice President and Chief Tax Officer
John R. Hunter	(1)	Director and Chief Financial Officer

Name	Jurisdiction of Incorporation	Percent of Voting Securities Owned	Business
Academy Alliance Holdings Inc.	Canada	100% Creditor Resources, Inc.	Holding company
Academy Alliance Insurance Inc.	Canada	100% Creditor Resources, Inc.	Insurance
ADMS Insurance Broker (HK) Limited	Hong Kong	100% AEGON Direct Marketing Services Hong Kong Limited	Brokerage company
AEGON Alliances, Inc.	Virginia	100% Commonwealth General Corporation	Insurance company marketing support
AEGON Asset Management Services, Inc.	Delaware	100% AUSA Holding Co.	Registered investment advisor
AEGON Assignment Corporation	Illinois	100% AEGON Financial Services Group, Inc.	Administrator of structured settlements
AEGON Assignment Corporation of Kentucky	Kentucky	100% AEGON Financial Services Group, Inc.	Administrator of structured settlements
AEGON Canada Inc.	Canada	100% Transamerica International Holdings, Inc.	Holding company
AEGON Capital Management, Inc.	Canada	100% AEGON Canada Inc.	Portfolio management company/investment advisor
AEGON Derivatives N.V.	Netherlands	100% AEGON N.V.	Holding company
AEGON Direct Marketing Services, Inc.	Maryland	Monumental Life Insurance Company owns 103,324 shares; Commonwealth General Corporation owns 37,161 shares	Marketing company
AEGON Direct Marketing Services International, Inc.	Maryland	100% Monumental General Insurance Group, Inc.	Marketing arm for sale of mass marketed insurance coverage
AEGON Direct Marketing Services Australia Pty Ltd.	Australia	100% Transamerica Direct Marketing Asia Pacific Pty Ltd.	Marketing/operations company
AEGON Direct Marketing Services e Corretora de Seguros Ltda.	Brazil	749,000 quota shares owned by AEGON DMS Holding B.V.; 1 quota share owned by AEGON International B.V.	Brokerage company
AEGON Direct Marketing Services Europe Ltd.	United Kingdom	100% Cornerstone International Holdings, Ltd.	Marketing
AEGON Direct Marketing Services Hong Kong Limited	China	100% AEGON DMS Holding B.V.	Provide consulting services ancillary to the marketing of insurance products overseas.

AEGON Direct Marketing Services Japan K.K.	Japan	100% AEGON DMS Holding B.V.	Marketing company
AEGON Direct Marketing Services Korea Co., Ltd.	Korea	100% AEGON DMS Holding B.V.	Provide consulting services ancillary to the marketing of insurance products overseas.
AEGON Direct Marketing Services Mexico, S.A. de C.V.	Mexico	100% AEGON DMS Holding B.V.	Provide management advisory and technical consultancy services.
AEGON Direct Marketing Services Mexico Servicios, S.A. de C.V.	Mexico	100% AEGON DMS Holding B.V.	Provide marketing, trading, telemarketing and advertising services in favor of any third party, particularly in favor of insurance and reinsurance companies.
AEGON Direct Marketing Services, Inc.	Taiwan	100% AEGON DMS Holding B.V.	Authorized business: Enterprise management consultancy, credit investigation services, to engage in business not prohibited or restricted under any law of R.O.C., except business requiring special permission of government
AEGON Direct Marketing Services (Thailand) Ltd.	Thailand	93% Transamerica International Direct Marketing Consultants, LLC; remaining 7% held by various AEGON employees	Marketing of insurance products in Thailand
AEGON DMS Holding B.V.	Netherlands	100% AEGON International B.V.	Holding company
AEGON Financial Services Group, Inc.	Minnesota	100% Transamerica Life Insurance Company	Marketing
AEGON Fund Management, Inc.	Canada	100% AEGON Canada Inc.	Mutual fund manager
AEGON Funding Company, LLC.	Delaware	100% AEGON USA, LLC	Issue debt securities-net proceeds used to make loans to affiliates
AEGON Institutional Markets, Inc.	Delaware	100% Commonwealth General Corporation	Provider of investment, marketing and administrative services to insurance companies
AEGON International B.V.	Netherlands	100% AEGON N.V.	Holding company
AEGON Life Insurance Agency	Taiwan	100% AEGON Direct Marketing Services, Inc. (Taiwan Domiciled)	Life insurance
AEGON Managed Enhanced Cash, LLC	Delaware	Members: Transamerica Life Insurance Company (71.11%) ; Monumental Life Insurance Company (28.89%)	Investment vehicle for securities lending cash collateral
AEGON Management Company	Indiana	100% AEGON U.S. Holding Corporation	Holding company
AEGON N.V.	Netherlands	22.95% of Vereniging AEGON Netherlands Membership Association	Holding company
AEGON Nederland N.V.	Netherlands	100% AEGON N.V.	Holding company
AEGON Nevak Holding B.V.	Netherlands	100% AEGON N.V.	Holding company
AEGON Structured Settlements, Inc.	Kentucky	100% Commonwealth General Corporation	Administers structured settlements of plaintiff’s physical injury claims against property and casualty insurance companies
AEGON U.S. Holding Corporation	Delaware	100% Transamerica Corporation	Holding company
AEGON USA Investment Management, LLC	Iowa	100% AEGON USA, LLC.	Investment advisor
AEGON USA Real Estate Services, Inc.	Delaware	100% AEGON USA Realty Advisors, Inc.	Real estate and mortgage holding company
AEGON USA Realty Advisors, Inc.	Iowa	100% AUSA Holding Company	Administrative and investment services
AEGON USA Travel and Conference Services LLC	Iowa	100% Money Services, Inc.	Travel and conference services
AEGON USA, LLC	Iowa	100% AEGON U.S. Holding Corporation	Holding company
AFSG Securities Corporation	Pennsylvania	100% Commonwealth General Corporation	Inactive

ALH Properties Eight LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Eleven LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Fifteen LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Five LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Four LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Nine LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Seven LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Seventeen LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Sixteen LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Ten LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Twelve LLC	Delaware	100% FGH USA LLC	Real estate
ALH Properties Two LLC	Delaware	100% FGH USA LLC	Real estate
American Bond Services LLC	Iowa	100% Transamerica Life Insurance Company (sole member)	Limited liability company
Ampac, Inc.	Texas	100% Commonwealth General Corporation	Managing general agent
ARC Reinsurance Corporation	Hawaii	100% Transamerica Corporation	Property & Casualty Insurance
ARV Pacific Villas, A California Limited Partnership	California	General Partners - Transamerica Affordable Housing, Inc. (0.5%); Non-Affiliate of AEGON, Jamboree Housing Corp. (0.5%). Limited Partner: Transamerica Life Insurance Company (99%)	Property
Asia Business Consulting Company	China	100% Asia Investments Holdings, Limited
Asia Investments Holdings, Limited	Hong Kong	99% Transamerica Life Insurance Company	Holding company
AUSA Holding Company	Maryland	100% AEGON USA, LLC	Holding company
AUSACAN LP	Canada	General Partner - AUSA Holding Co. (1%); Limited Partner - AEGON USA, LLC (99%)	Inter-company lending and general business
Bay Area Community Investments I, LLC	California	70%Transamerica Life Insurance Company; 30% Monumental Life Insurance Company	Investments in low income housing tax credit properties
Bay State Community Investments I, LLC	Delaware	100% Monumental Life Insurance Company	Investments in low income housing tax credit properties
Bay State Community Investments II, LLC	Delaware	100% Monumental Life Insurance Company	Investments in low income housing tax credit properties
Beijing Dafu Insurance Agency Co. Ltd.	Peoples Republic of China	10% owned by WFG China Holdings, Inc.; 90% owned by private individual (non-AEGON associated)	Insurance Agency
Canadian Premier Holdings Ltd.	Canada	100% AEGON DMS Holding B.V.	Holding company
Canadian Premier Life Insurance Company	Canada	100% Canadian Premier Holdings Ltd.	Insurance company
Capital General Development Corporation	Delaware	2.64 shares of common stock owned by AEGON USA, LLC 18.79 shares of common stock owned by Commonwealth General Corporation	Holding company
CBC Insurance Revenue Securitization, LLC	Delaware	100% Clark Consulting, Inc.	Special purpose
CGC Life Insurance Company	Iowa	100% Commonwealth General Corporation	Insurance Company
Clark/Bardes (Bermuda) Ltd.	Bermuda	100% Clark, Inc.	Insurance agency
Clark, Inc.	Delaware	100% AUSA Holding Company	Holding company
Clark Consulting, Inc.	Delaware	100% Clark, Inc.	Financial consulting firm
Clark Investment Strategies, inc.	Delaware	100% Clark Consulting, Inc.	Registered investment advisor
Clark Securities, Inc.	California	100% Clark Consulting, Inc.	Broker-Dealer
Commonwealth General Corporation	Delaware	100% AEGON U.S. Holding Corporation	Holding company

Consumer Membership Services Canada Inc.	Canada	100% Canadian Premier Holdings Ltd.	Marketing of credit card protection membership services in Canada
Cornerstone International Holdings Ltd.	UK	100% AEGON DMS Holding B.V.	Holding company
CRC Creditor Resources Canadian Dealer Network Inc.	Canada	100% Creditor Resources, Inc.	Insurance agency
CRG Insurance Agency, Inc.	California	100% Clark Consulting, Inc.	Insurance agency
Creditor Resources, Inc.	Michigan	100% AUSA Holding Co.	Credit insurance
CRI Canada Inc.	Canada	100% Creditor Resources, Inc.	Holding company
CRI Credit Group Services Inc.	Canada	100% Creditor Resources, Inc.	Holding company
CRI Solutions Inc.	Maryland	100% Creditor Resources, Inc.	Sales of reinsurance and credit insurance
CRI Systems, Inc.	Maryland	100% Creditor Resources, Inc.	Technology
Diversified Actuarial Services, Inc.	Massachusetts	100% Diversified Investment Advisors, Inc.	Employee benefit and actuarial consulting
Diversified Investment Advisors, Inc.	Delaware	100% AUSA Holding Company	Registered investment advisor
Diversified Investors Securities Corp.	Delaware	100% Diversified Investment Advisors, Inc.	Broker-Dealer
Edgewood IP, LLC	Iowa	100% Transamerica Life Insurance Company	Limited liability company
FGH Eastern Region LLC	Delaware	100% FGH USA LLC	Real estate
FGH Realty Credit LLC	Delaware	100% FGH Eastern Region LLC	Real estate
FGH USA LLC	Delaware	100% RCC North America LLC	Real estate
FGP 90 West Street LLC	Delaware	100% FGH USA LLC	Real estate
FGP Burkewood, Inc.	Delaware	100% FGH USA LLC	Real estate
FGP Bush Terminal, Inc.	Delaware	100% FGH Realty Credit LLC	Real estate
FGP Franklin LLC.	Delaware	100% FGH USA LLC	Real estate
FGP Herald Center, Inc.	Delaware	100% FGH USA LLC	Real estate
FGP Heritage Square, Inc.	Delaware	100% FGH USA LLC	Real estate
FGP Islandia, Inc.	Delaware	100% FGH USA LLC	Real estate
FGP Merrick, Inc.	Delaware	100% FGH USA LLC	Real estate
FGP West 32nd Street, Inc.	Delaware	100% FGH USA LLC	Real estate
FGP West Mezzanine LLC	Delaware	100% FGH USA LLC	Real estate
FGP West Street LLC	Delaware	100% FGP West Mezzanine LLC	Real estate
FGP West Street Two LLC	Delaware	100% FGH USA LLC	Real estate
Fifth FGP LLC	Delaware	100% FGH USA LLC	Real estate
Financial Planning Services, Inc.	District of Columbia	100% Commonwealth General Corporation	Special-purpose subsidiary
Financial Resources Insurance Agency of Texas	Texas	100% owned by Transamerica Financial Advisors, Inc.	Retail sale of securities products
First FGP LLC	Delaware	100% FGH USA LLC	Real estate
Flashdance, LLC	New York	100% Transamerica Life Insurance Company	Broadway production
Fourth & Market Funding, LLC	Delaware	Commonwealth General Corporation owns 0% participating percentage, but is Managing Member. Ownership: 99% Monumental Life Insurance Company and 1% Garnet Assurance Corporation II	Investments
Fourth FGP LLC	Delaware	100% FGH USA LLC	Real estate
Garnet Assurance Corporation	Kentucky	100%Transamerica Life Insurance Company	Investments
Garnet Assurance Corporation II	Iowa	100% Commonwealth General Corporation	Business investments
Garnet Community Investments, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments I, LLC	Delaware	100%Transamerica Life Insurance Company	Securities
Garnet Community Investments II, LLC	Delaware	100% Monumental Life Insurance Company	Securities

Garnet Community Investments III, LLC	Delaware	100%Transamerica Life Insurance Company	Business investments
Garnet Community Investments IV, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments V, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments VI, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments VII, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments VIII, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments IX, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments X, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments XI, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet Community Investments XII, LLC	Delaware	100% Monumental Life Insurance Company	Investments
Garnet LIHTC Fund I, LLC	Delaware	Members: Garnet Community Investments I, LLC (0.01%); Goldenrod Asset Management, Inc.--a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund II, LLC	Delaware	Members: Garnet Community Investments II, LLC (0.01%); Metropolitan Life Insurance Company, a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund III, LLC	Delaware	Members: Garnet Community Investments III, LLC (0.01%); Jefferson-Pilot Life Insurance Company, a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund IV, LLC	Delaware	Members: Garnet Community Investments IV, LLC (0.01%); Goldenrod Asset Management, Inc., a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund V, LLC	Delaware	Members: Garnet Community Investments V, LLC (0.01%); Lease Plan North America, Inc., a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund VI, LLC	Delaware	Members: Garnet Community Investments VI, LLC (0.01%); Pydna Corporation, a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund VII, LLC	Delaware	Members: Garnet Community Investments VII, LLC (0.01%); Washington Mutual Bank, a non-AEGON affiliate(99.99%)	Investments
Garnet LIHTC Fund VIII, LLC	Delaware	Members: Garnet Community Investments VIII, LLC (0.01%); Washington Mutual Bank, a non-AEGON affiliate(99.99%)	Investments
Garnet LIHTC Fund IX, LLC	Delaware	Members: Garnet Community Investments IX, LLC (0.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)	Investments

Garnet LIHTC Fund X, LLC	Delaware	Members: Garnet Community Investments X, LLC (0.01%); Goldenrod Asset Management, a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund XI, LLC	Delaware	Members: Garnet Community Investments XI, LLC (0.01%); NorLease, Inc., a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund XII, LLC	Delaware	Garnet Community Investments XII, LLC (.01%); and the following non-AEGON affiliates: Bank of America, N.A.( 73.39%); Washington Mutual Bank (13.30%); NorLease, Inc. (13.30%)	Investments
Garnet LIHTC Fund XII-A, LLC	Delaware	Garnet Community Investments XII, LLC (.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund XII-B, LLC	Delaware	Garnet Community Investments XII, LLC (.01%); Washington Mutual Bank, a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund XII-C, LLC	Delaware	Garnet Community Investments XII, LLC (.01%); NorLease, Inc., a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund XIII, LLC	Delaware	Members: Garnet Community Investments, LLC (0.01%); Washington Mutual Bank, a non-AEGON affiliate (68.10%); Norlease, Inc., a non-AEGON affiliate (31.89%)	Investments
Garnet LIHTC Fund XIII-A, LLC	Delaware	Members: Garnet Community Investments, LLC (0.01%); Washington Mutual Bank, a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund XIII-B, LLC	Delaware	Members: Garnet Community Investments, LLC (0.01%); Norlease, Inc., a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund XIV, LLC	Delaware	0.01% Garnet Community Investments, LLC; 49.995% Wells Fargo Bank, N.A.; and 49.995% Goldenrod Asset Management, Inc.	Investments
Garnet LIHTC Fund XV, LLC	Delaware	Members: Garnet Community Investments, LLC (0.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)	Investments
Garnet LIHTC Fund XVI, LLC	Delaware	Members: Garnet Community Investments, LLC (0.01%); FNBC Leasing Corporation, a non-AEGON entity (99.99%)	Investments
Garnet LIHTC Fund XVII, LLC	Delaware	Members: Garnet Community Investments, LLC (0.01%); Security Life of Denver, a non-affiliate of AEGON (20.979%), ING USA Annuity and Life Insurance company, a non-affiliate of AEGON (12.999%), and ReliaStar Life Insurance Company, a non-affiliate of AEGON (66.012%).	Investments
Garnet LIHTC Fund XVIII, LLC	Delaware	100% Garnet Community Investments, LLC	Investments

Garnet LIHTC Fund XIX, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Garnet LIHTC Fund XX, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Garnet LIHTC Fund XXI, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Garnet LIHTC Fund XXII, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Garnet LIHTC Fund XXIII, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Garnet LIHTC Fund XXIV, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Garnet LIHTC Fund XXV, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Garnet LIHTC Fund XXVI, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Garnet LIHTC Fund XXVII, LLC	Delaware	100% Garnet Community Investments, LLC	Investments
Gemini Investment, Inc.	Delaware	100% Transamerica Life Insurance Company	Investment subsidiary
Global Preferred Re Limited	Bermuda	100% AEGON USA, LLC	Reinsurance
Innergy Lending, LLC	Delaware	50% World Financial Group, Inc.; 50% ComUnity Lending, Inc.(non-AEGON entity)	Lending
InterSecurities, Inc.	Delaware	100% AUSA Holding Co.	Broker-Dealer
Investors Warranty of America, Inc.	Iowa	100% AUSA Holding Co.	Leases business equipment
Iowa Fidelity Life Insurance Co.	Arizona	Ordinary common stock is allowed 60% of total cumulative vote - AEGON USA, LLC. Participating common stock (100% owned by non-AEGON shareholders) is allowed 40% of total cumulative vote.	Insurance
JMH Operating Company, Inc.	Mississippi	100% Monumental Life Insurance Company	Real estate holdings
Legacy General Insurance Company	Canada	100% Canadian Premier Holdings Ltd.	Insurance company
Life Investors Alliance, LLC	Delaware	100% Transamerica Life Insurance Company	Purchase, own, and hold the equity interest of other entities
Life Investors Financial Group, Inc.	Iowa	100% AUSA Holding Company	Special-purpose subsidiary
LIICA Holdings, LLC	Delaware	Sole Member: Transamerica Life Insurance Company	To form and capitalize LIICA Re I, Inc.
LIICA Re I, Inc.	Vermont	100% LIICA Holdings, LLC	Captive insurance company
LIICA Re II, Inc.	Vermont	100%Transamerica Life Insurance Company	Captive insurance company
Massachusetts Fidelity Trust Company	Iowa	100% AUSA Holding Co.	Trust company
Merrill Lynch Life Insurance Company	Arkansas	100% AEGON USA, LLC	Insurance company
ML Life Insurance Company of New York	New York	100% AEGON USA, LLC	Insurance company
Money Services, Inc.	Delaware	100% AUSA Holding Co.	Provides financial counseling for employees and agents of affiliated companies
Monumental General Administrators, Inc.	Maryland	100% Monumental General Insurance Group, Inc.	Provides management services to unaffiliated third party administrator
Monumental General Insurance Group, Inc.	Maryland	100% AUSA Holding Co.	Holding company
Monumental Life Insurance Company	Iowa	99.72% Capital General Development Corporation; .28% Commonwealth General Corporation	Insurance Company
nVISION Financial, Inc.	Iowa	100% AUSA Holding Company	Special-purpose subsidiary
National Association Management and Consultant Services, Inc.	Maryland	100% Monumental General Administrators, Inc.	Provides actuarial consulting services

NEF Investment Company	California	100% Transamerica Life Insurance Company	Real estate development
New Markets Community Investment Fund, LLC	Iowa	50% AEGON Institutional Markets, Inc.; 50% AEGON USA Realty Advisors, Inc.	Community development entity
Oncor Insurance Services, LLC	Iowa	Sole Member - Life Investors Financial Group, Inc.	Direct sales of term life insurance
Penco, Inc.	Ohio	100% AUSA Holding Company	Record keeping
Pensaprima, Inc.	Iowa	100% AEGON USA Realty Advisors, Inc.	Investments
Peoples Benefit Services, Inc.	Pennsylvania	100% Stonebridge Life Insurance Company	Special-purpose subsidiary
Pine Falls Re, Inc.	Vermont	100% Stonebridge Life Insurance Company	Captive insurance company
Primus Guaranty, Ltd.	Bermuda	Partners are: Transamerica Life Insurance Company (13.1%) and non-affiliates of AEGON: XL Capital, Ltd. (34.7%); CalPERS/PCO Corporate Partners Fund, LLC (13.0%); Radian Group (11.1%). The remaining 28.1% of stock is publicly owned.	Provides protection from default risk of investment grade corporate and sovereign issues of financial obligations.
Prisma Holdings, Inc. I	Delaware	100% AUSA Holding Company	Holding company
Prisma Holdings, Inc. II	Delaware	100% AUSA Holding Company	Holding company
Pyramid Insurance Company, Ltd.	Hawaii	100% Transamerica Corporation	Property & Casualty Insurance
Quantitative Data Solutions, LLC	Delaware	100% Transamerica Life Insurance Company	Special purpose corporation
RCC North America LLC	Delaware	100% AEGON USA, LLC	Real estate
Real Estate Alternatives Portfolio 1 LLC	Delaware	Members: Transamerica Life Insurance Company (90.959%); Monumental Life Insurance Company (6.301%); Transamerica Financial Life Insurance Company (2.74%). Manager: AEGON USA Realty Advisors, Inc.	Real estate alternatives investment
Real Estate Alternatives Portfolio 2 LLC	Delaware	Members are: Transamerica Life Insurance Company (90.25%); Transamerica Financial Life Insurance Company (7.5%); Stonebridge Life Insurance Company (2.25%). Manager: AEGON USA Realty Advisors, Inc.	Real estate alternatives investment
Real Estate Alternatives Portfolio 3 LLC	Delaware	Members are: Transamerica Life Insurance Company (73.4%); Monumental Life Insurance Company (25.6%); Stonebridge Life Insurance Company (1%). Manager: AEGON USA Realty Advisors, Inc.	Real estate alternatives investment
Real Estate Alternatives Portfolio 3A, Inc.	Delaware	Members: Monumental Life Insurance Company (41.4%); Transamerica Financial Life Insurance Company (9.4%); Transamerica Life Insurance Company (48.2%); Stonebridge Life Insurance Company (1%)	Real estate alternatives investment
Real Estate Alternatives Portfolio 4 HR, LLC	Delaware	Members are: Transamerica Life Insurance Company (64%); Monumental Life Insurance Company (32%); Transamerica Financial Life Insurance Company (4%). Manager: AEGON USA Realty Advisors, Inc.	Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment

Real Estate Alternatives Portfolio 4 MR, LLC	Delaware	Members are: Transamerica Life Insurance Company (64%); Monumental Life Insurance Company (32%); Transamerica Financial Life Insurance Company (4%). Manager: AEGON USA Realty Advisors, Inc.	Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment
Real Estate Alternatives Portfolio 5 NR, LLC	Delaware	Members are: Transamerica Life Insurance Company (75.000%); Monumental Life Insurance Company (20.000%); Western Reserve Life Assurance Co. of Ohio (3.333%); Stonebridge Life Insurance Company (1.667%). Manager: AEGON USA Realty Advisors, Inc.	Real estate investments
Real Estate Alternatives Portfolio 5 RE, LLC	Delaware	Members are: Transamerica Life Insurance Company (75.000%); Monumental Life Insurance Company (20.000%); Western Reserve Life Assurance Co. of Ohio (3.333%); Stonebridge Life Insurance Company (1.667%). Manager: AEGON USA Realty Advisors, Inc.	Real estate investments
Realty Information Systems, Inc.	Iowa	100% AEGON USA Realty Advisors, Inc.	Information Systems for real estate investment management
Retirement Project Oakmont	CA	General Partner: Transamerica Oakmont Retirement Associates, a CA limited partnership; Transamerica Life Insurance Company (limited partner); and Oakmont Gardens, a CA limited partnership (non-AEGON entity limited partner). General Partner of Transamerica Oakmont Retirement Associates is Transamerica Oakmont Corporation. 100 units of limited partnership interests widely held by individual investors.	Senior living apartment complex
River Ridge Insurance Company	Vermont	100% AEGON Management Company	Captive insurance company
Second FGP LLC	Delaware	100% FGH USA LLC	Real estate
Selient Inc.	Canada	100% Canadian Premier Holdings Ltd.	Application service provider providing loan origination platforms to Canadian credit unions.
Separate Account Fund C	CA	100% Transamerica Life Insurance Company	Mutual Fund
Seventh FGP LLC	Delaware	100% FGH USA LLC	Real estate
Short Hills Management Company	New Jersey	100% AEGON U.S. Holding Corporation	Holding company
Southwest Equity Life Insurance Company	Arizona	Voting common stock is allocated 75% of total cumulative vote - AEGON USA, LLC. Participating Common stock (100% owned by non-AEGON shareholders) is allocated 25% of total cumulative vote.	Insurance
Stonebridge Benefit Services, Inc.	Delaware	100% Commonwealth General Corporation	Health discount plan
Stonebridge Casualty Insurance Company	Ohio	100% AEGON USA, LLC	Insurance company
Stonebridge Group, Inc.	Delaware	100% Commonwealth General Corporation	General purpose corporation

Stonebridge International Insurance Ltd.	UK	100% Cornerstone International Holdings Ltd.	General insurance company
Stonebridge Life Insurance Company	Vermont	100% Commonwealth General Corporation	Insurance company
Stonebridge Reinsurance Company	Vermont	100% Stonebridge Life Insurance Company	Captive insurance company
TA Air XI, Corp.	Delaware	100% TCFC Air Holdings, Inc.	Special purpose corporation
TAH-MCD IV, LLC	Iowa	100% Transamerica Affordable Housing, Inc.	Serve as the general partner for McDonald Corporate Tax Credit Fund IV Limited Partnership
TBK Insurance Agency of Ohio, Inc.	Ohio	100% owned by Transamerica Financial Advisors, Inc.;	Variable insurance contract sales in state of Ohio
TCF Asset Management Corporation	Colorado	100% TCFC Asset Holdings, Inc.	A depository for foreclosed real and personal property
TCFC Air Holdings, Inc.	Delaware	100% Transamerica Commercial Finance Corporation, I	Holding company
TCFC Asset Holdings, Inc.	Delaware	100% Transamerica Commercial Finance Corporation, I	Holding company
TCFC Employment, Inc.	Delaware	100% Transamerica Commercial Finance Corporation, I	Used for payroll for employees at Transamerica Finance Corporation
The AEGON Trust Advisory Board: Patrick J. Baird, Joseph B.M. Streppel, Alexander R. Wynaendts, and Craig D. Vermie	Delaware	AEGON International B.V.	Voting Trust
The RCC Group, Inc.	Delaware	100% FGH USA LLC	Real estate
TIHI Mexico, S. de R.L. de C.V.	Mexico	95% Transamerica International Holdings, Inc.; 5% Transamerica Life Insurance Company	To render and receive all kind of administrative, accountant, mercantile and financial counsel and assistance to and from any other Mexican or foreign corporation, whether or not this company is a shareholder of them
Transamerica Accounts Holding Corporation	Delaware	100% TCFC Asset Holdings, Inc.	Holding company
Transamerica Affinity Services, Inc.	Maryland	100% AEGON Direct Marketing Services, Inc.	Marketing company
Transamerica Affordable Housing, Inc.	California	100% Transamerica Realty Services, LLC	General partner LHTC Partnership
Transamerica Annuity Service Corporation	New Mexico	100% Transamerica International Holdings, Inc.	Performs services required for structured settlements
Transamerica Asset Management, Inc.	Florida	Western Reserve Life Assurance Co. of Ohio owns 77%; AUSA Holding Co. owns 23%.	Fund advisor
Transamerica Aviation LLC	Delaware	100% TCFC Air Holdings, Inc.	Special purpose corporation
Transamerica Capital, Inc.	California	100% AUSA Holding Co.	Broker/Dealer
Transamerica Commercial Finance Corporation, I	Delaware	100% Transamerica Finance Corporation	Holding company
Transamerica Consultora Y Servicios Limitada	Chile	95% Transamerica Life Insurance Company; 5% Transamerica International Holdings, Inc.	Special purpose limited liability corporation
Transamerica Consumer Finance Holding Company	Delaware	100% TCFC Asset Holdings, Inc.	Consumer finance holding company
Transamerica Corporation	Delaware	100% The AEGON Trust	Major interest in insurance and finance
Transamerica Corporation (Oregon)	Oregon	100% Transamerica Corporation	Holding company
Transamerica Direct Marketing Asia Pacific Pty Ltd.	Australia	100% AEGON DMS Holding B.V.	Holding company
Transamerica Direct Marketing Consultants, LLC	Maryland	51% Hugh J. McAdorey; 49% AEGON Direct Marketing Services, Inc.	Provide consulting services ancillary to the marketing of insurance products overseas.
Transamerica Distribution Finance - Overseas, Inc.	Delaware	100% TCFC Asset Holdings, Inc.	Commercial Finance

Transamerica Finance Corporation	Delaware	100% Transamerica Corporation	Commercial & Consumer Lending & equipment leasing
Transamerica Financial Advisors, Inc.	Delaware	100% Transamerica International Holdings, Inc.	Broker/dealer
Transamerica Financial Life Insurance Company	New York	87.40% AEGON USA, LLC; 12.60% Transamerica Life Insurance Company	Insurance
Transamerica Financial Resources Insurance Agency of Alabama, Inc.	Alabama	100% Transamerica Financial Advisors, Inc.	Insurance agent & broker
Transamerica Fund Services, Inc.	Florida	Western Reserve Life Assurance Co. of Ohio owns 44%; AUSA Holding Company owns 56%	Mutual fund
Transamerica Funding LP	U.K.	99% Transamerica Leasing Holdings, Inc.; 1% Transamerica Commercial Finance Corporation, I	Intermodal leasing
Transamerica Holding B.V.	Netherlands	100% AEGON International B.V.	Holding company
Transamerica Home Loan	California	100% Transamerica Finance Corporation	Consumer mortgages
Transamerica Insurance Marketing Asia Pacific Pty Ltd.	Australia	100% Transamerica Direct Marketing Asia Pacific Pty Ltd.	Insurance intermediary
Transamerica International Direct Marketing Consultants, LLC	Maryland	51% Hugh J. McAdorey; 49% AEGON Direct Marketing Services, Inc.	Provide consulting services ancillary to the marketing of insurance products overseas.
Transamerica International Holdings, Inc.	Delaware	100% AEGON USA, LLC	Holding company
Transamerica International RE (Bermuda) Ltd.	Bermuda	100% AEGON USA, LLC	Reinsurance
Transamerica Investment Management, LLC	Delaware	81.75% Transamerica Investment Services, Inc. as Original Member; 18.25% owned by Professional Members (employees of Transamerica Investment Services, Inc.)	Investment advisor
Transamerica Investment Services, Inc. (“TISI”)	Delaware	100% Transamerica Corporation	Holding company
Transamerica Investors, Inc.	Maryland	100% Transamerica Asset Management, Inc.	Open-end mutual fund
Transamerica Leasing Holdings, Inc.	Delaware	100% Transamerica Finance Corporation	Holding company
Transamerica Life (Bermuda) Ltd.	Bermuda	100% Transamerica Life Insurance Company	Long-term life insurer in Bermuda - - will primarily write fixed universal life and term insurance
Transamerica Life Canada	Canada	AEGON Canada Inc. owns 9,600,000 shares of common stock; AEGON International B.V. owns 3,568,941 shares of common stock and 184,000 shares of Series IV Preferred stock.	Life insurance company
Transamerica Life Insurance Company	Iowa	676,190 shares Common Stock owned by Transamerica International Holdings, Inc.; 86,590 shares of Preferred Stock owned by Transamerica Corporation; 30,415 shares of Preferred Stock owned by AEGON USA, LLC	Insurance
Transamerica Life Solutions, LLC	Delaware	Investors Warranty of America, Inc. - sole member	Provision of marketing, training, educational, and support services to life insurance professionals relating to the secondary market for life insurance, primarily through its affiliation with LexNet, LP, a life settlements marketplace.
Transamerica Minerals Company	California	100% Transamerica Realty Services, LLC	Owner and lessor of oil and gas properties

Transamerica Oakmont Corporation	California	100% Transamerica International Holdings, Inc.	General partner retirement properties
Transamerica Oakmont Retirement Associates	California	General Partner is Transamerica Oakmont Corporation. 100 units of limited partnership interests widely held by individual investors.	Senior living apartments
Transamerica Pacific Insurance Company, Ltd.	Hawaii	100% Transamerica Life Insurance Company	Life insurance
Transamerica Pyramid Properties LLC	Iowa	100% Transamerica Life Insurance Company	Realty limited liability company
Transamerica Re Consultoria em Seguros e Servicos Ltda	Brazil	95% Transamerica Life Insurance Company; 5% Transamerica International Holdings, Inc.	Insurance and reinsurance consulting
Transamerica Realty Investment Properties LLC	Delaware	100% Transamerica Life Insurance Company	Realty limited liability company
Transamerica Realty Services, LLC	Delaware	100% AEGON USA Realty Advisors, Inc.	Real estate investments
Transamerica Retirement Management, Inc.	Minnesota	100% AEGON Financial Services Group, Inc.	Life Insurance and underwriting services
Transamerica Securities Sales Corporation	Maryland	100% Transamerica International Holdings, Inc.	Broker/Dealer
Transamerica Small Business Capital, Inc.	Delaware	100% TCFC Asset Holdings, Inc.	Holding company
Transamerica Trailer Leasing AG	Switzerland	100% Transamerica Leasing Holdings, Inc.	Leasing
Transamerica Trailer Leasing Sp. Z.O.O.	Poland	100% Transamerica Leasing Holdings, Inc.	Leasing
Transamerica Vendor Financial Services Corporation	Delaware	100% TCFC Asset Holdings, Inc.	Provides commercial leasing
Unicom Administrative Services, Inc.	Pennsylvania	100% Commonwealth General Corporation	Provider of administrative services
United Financial Services, Inc.	Maryland	100% AEGON USA, LLC	General agency
Universal Benefits Corporation	Iowa	100% AUSA Holding Co.	Third party administrator
USA Administration Services, Inc.	Kansas	100% Transamerica Life Insurance Company	Third party administrator
Valley Forge Associates, Inc.	Pennsylvania	100% Commonwealth General Corporation	Furniture & equipment lessor
Western Reserve Life Assurance Co. of Ohio	Ohio	100% AEGON USA, LLC	Insurance
Westport Strategies, LLC	Delaware	AUSA Holding Company - sole Member	Provide administrative and support services, including but not limited to plan consulting, design and administration in connection with retail insurance brokerage business as carried on by producers related to corporate-owned or trust-owned life insurance policies
WFG China Holdings, Inc.	Delaware	100% World Financial Group, Inc.	Hold interest in Insurance Agency located in Peoples Republic of China
WFG Insurance Agency of Puerto Rico, Inc.	Puerto Rico	100% World Financial Group Insurance Agency, Inc.	Insurance agency
WFG Properties Holdings, LLC	Georgia	100% World Financial Group, Inc.	Marketing
WFG Property & Casualty Insurance Agency of California, Inc.	California	100% WFG Property & Casualty Insurance Agency, Inc.	Insurance agency
WFG Property & Casualty Insurance Agency of Nevada, Inc.	Nevada	100% WFG Property & Casualty Insurance Agency, Inc.	Insurance agency
WFG Property & Casualty Insurance Agency, Inc.	Georgia	100% World Financial Group Insurance Agency, Inc.	Insurance agency
WFG Reinsurance Limited	Bermuda	100% World Financial Group, Inc.	Reinsurance
WFG Securities of Canada, Inc.	Canada	100% World Financial Group Holding Company of Canada, Inc.	Mutual fund dealer

World Financial Group Holding Company of Canada Inc.	Canada	100% Transamerica International Holdings, Inc.	Holding company
World Financial Group Insurance Agency of Canada Inc.	Ontario	50% World Financial Group Holding Co. of Canada Inc.; 50% World Financial Group Subholding Co. of Canada Inc.	Insurance agency
World Financial Group Insurance Agency of Hawaii, Inc.	Hawaii	100% World Financial Group Insurance Agency, Inc.	Insurance agency
World Financial Group Insurance Agency of Massachusetts, Inc.	Massachusetts	100% World Financial Group Insurance Agency, Inc.	Insurance agency
World Financial Group Insurance Agency of Wyoming, Inc.	Wyoming	100% World Financial Group Insurance Agency, Inc.	Insurance agency
World Financial Group Insurance Agency, Inc.	California	100% Western Reserve Life Assurance Co. of Ohio	Insurance agency
World Financial Group Subholding Company of Canada Inc.	Canada	100% World Financial Group Holding Company of Canada, Inc.	Holding company
World Financial Group, Inc.	Delaware	100% AEGON Asset Management Services, Inc.	Marketing
World Group Securities, Inc.	Delaware	100% AEGON Asset Management Services, Inc.	Broker-dealer
Zahorik Company, Inc.	California	100% AUSA Holding Co.	Inactive
Zero Beta Fund, LLC	Delaware	Members are: Transamerica Life Insurance Company (74.0181%); Monumental Life Insurance Company (23.6720%); Transamerica Financial Life Insurance Company (2.3097%). Manager: AEGON USA Investment Management LLC	Aggregating vehicle formed to hold various fund investments.

Name	Principal Business Address	Position and Offices with Underwriter
David W. Hopewell	(1)	Director
Lon J. Olejniczak	(1)	Chief Executive Officer and Director
Michael W. Brandsma	(2)	Director, President and Chief Financial Officer
Thomas A. Swank	(1)	Director
Blake S. Bostwick	(2)	Vice President and Chief Operations Officer
David R. Paulsen	(2)	Executive Vice President
Michael G. Petko	(2)	Executive Vice President
Anne M. Spaes	(3)	Executive Vice President
Courtney John	(2)	Chief Compliance Officer and Vice President
Frank A. Camp	(1)	Secretary
Amy Angle	(3)	Assistant Vice President
Elizabeth Belanger	(6)	Assistant Vice President
John W. Fischer	(4)	Assistant Vice President
Clifton W. Flenniken, III	(5)	Assistant Vice President
Dennis P. Gallagher	(4)	Assistant Vice President
Karen D. Heburn	(4)	Vice President
Wesley J. Hodgson	(2)	Vice President
Kyle A. Keelan	(4)	Assistant Vice President
Christy Post-Rissin	(4)	Assistant Vice President
Brenda L. Smith	(4)	Assistant Vice President
Darin D. Smith	(1)	Assistant Vice President
Arthur D. Woods	(4)	Assistant Vice President
Tamara D. Barkdoll	(2)	Assistant Secretary
Erin K. Burke	(1)	Assistant Secretary
Blake S. Bostwick	(2)	Chief Operations Officer

Name of Principal Underwriter	Net Underwriting Discounts and Commissions*	Compensation on Events Occasioning the Deduction of A Deferred Sales Load	Brokerage Commissions	Other Compensation
Transamerica Capital, Inc.	$	0	$47,040,038	0