Products & Services Barry Tobin & Peter Sullivan May 8 - 10, 2002

1. Products & Services Barry Tobin & Peter Sullivan May 8 - 10, 2002

2. Agenda • The Product Development Process • The Director Series • Signature Services/Alliance Services • Partner Series • Snap On Payroll • Multiple Employer Plans • The Plan Advisor Series • Commisions/Comp Plus

3. Phases of Product Development Idea Feasibility Product Development Implementation Launch Post Mortem

4. Transamerica Director Series I

6. What makes Transamerica Director Series different?

7. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. ERISA Expertise What Transamerica Provides Your Plan 401(k) Prototype plan ADP/ACP testing 415/410(b), top-heavy testing Investor education 404(c) compliance EGTRRA guidance Plan design assistance Cross-tested/401(k) combo Controlled group analysis Social Security integration Customized plan documents On-site enrollment meetings Diversified portfolio of funds Maximize benefits for highly-compensated employees and owners State-of-the-Art plan record keeping Nationwide team of ERISA consultants

8. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Retirement Plan Experts Transamerica’s Plan Compliance Department Focused on client objectives Staff of experienced professionals, including 4 ERISA specialists & 9 compliance analysts Developed Transamerica’s proprietary prototype and volume submitter plan documents Plan solutions that eliminate/minimize IRS hassles Frequent interaction with IRS

9. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Services Provided Consulting Discrimination testing, ADP, ACP, coverage and multiple use tests Top Heavy/Compensation Ratio testing 415 Limit testing Information regarding controlled groups Affiliated service groups

10. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Services Provided Consulting Leased employee guidance Plan mergers & acquisitions Plan to plan transfers & spin-offs Cutting-edge plan design PEOs and MSOs

11. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Investment Advice What is it? Optional online feature* Provided by Financial Engines Advisor, L.L.C. What’s in it for you? Help to manage your fiduciary responsibility *Only available with Signature Services.

12. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Transamerica Plan PlusSM * Optional Self Directed Brokerage Account Invest in stocks, bonds and mutual funds1 Provided by Harrisdirect TM 2 Online quotes, research, news, modeling features, and educational materials *Only available with Signature Services. 1Stocks and mutual funds are not insured by the FDIC, NCUA or any regulatory agency; are subject to investment risk, including possible loss of principle amount invested. 2Harrisdirect is a division of Harris Investor Services LLC, a registered broker dealer, member NASD and SIPC.

13. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Asset BridgeSM 1 What is it? Convenient contract provision that helps reduce the impact of surrender charges on a plan conversion What’s in it for you? It makes transferring assets easier for you if you will incur surrender charges from your current investment provider 1Annuities with enhancements such as the Asset Bridge feature generally have higher expenses than those without enhancements, and the contract owner(s) should consider expenses along with the features to be sure the annuity meets their financial needs and goals. In the event of discontinuance during the first five years, policies including the Asset Bridge feature will be subject to related Discontinuance Charges.

14. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. The Fund Mapping Advantage Keep your investmentsworking during a plan conversion Transfer assets to Transamerica investment funds of your choice Maintain investments in similar asset classes

15. Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Top Notch. Our Investment Managers * Note: Contract form number TGP-439-194 is a group annuity contract issued by Transamerica Life Insurance and Annuity Company, Charlotte, NC, and offered through Transamerica Retirement Services. Form number may vary, and this product may not be available in all jurisdictions. Not available in New York.

16. Transamerica-Selected Funds Higher Aggressive • Transamerica Growth Opportunities Fund Small Company Equity International Equity • Transamerica International Equity Fund • Transamerica Templeton Foreign Fund Potential Return Risk Large/Mid Growth Equity • Transamerica Aggressive Growth Fund • Transamerica Equity Fund • Transamerica Mid-Cap Growth Fund • Transamerica Putnam Investors Fund • Transamerica Putnam Vista Fund Moderate Moderate • Transamerica Core Equity Fund • Transamerica Equity Index Fund • Transamerica Growth & Income Fund Large/Mid Blend Equity Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Potential Risk/Return Profile For companies with plan assets between $30,000-$74,999, plan sponsors can choose from the following fund alternatives. The above chart is a graphic illustration of potential risk and return associated with investments in different Investment Options (the boxes represent asset classes and the corresponding Investment Options are listed next to them). These risk and return expectations may not be realized over future time periods or future economic or business cycles; therefore, they are not intended to be predictions of risk and return. The Investment Options have been assigned to various asset classes based solely on Transamerica Retirement Services’ assessment of their investment policies; additionally, they may not be representative of that particular asset class in the future. Please refer to the proposal for details regarding asset class definitions.

17. Transamerica-Selected Funds Large/Mid Value Equity • Transamerica Mid-Cap Value Fund • Transamerica Value & Income Fund Moderate Moderate Hybrid • Transamerica Balanced Fund • Transamerica Short Horizon Fund • Transamerica Short/Intermediate Horizon Fund • Transamerica Intermediate Horizon Fund • Transamerica Intermediate/Long Horizon Fund • Transamerica Long Horizon Fund Strategic Allocation Funds: Potential Return High Yield Bond Risk • Transamerica High Yield Opportunities Fund Bond • Transamerica Bond Fund • Transamerica Core Bond Fund • Transamerica Loomis Sayles Bond Fund • Transamerica Strong Government Securities Fund Conservative Cash Equivalents • Transamerica Cash Management Fund • Transamerica Stable Value Fund Lower Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Potential Risk/Return Profile The above chart is a graphic illustration of potential risk and return associated with investments in different Investment Options (the boxes represent asset classes and the corresponding Investment Options are listed next to them). These risk and return expectations may not be realized over future time periods or future economic or business cycles; therefore, they are not intended to be predictions of risk and return. The Investment Options have been assigned to various asset classes based solely on Transamerica Retirement Services’ assessment of their investment policies; additionally, they may not be representative of that particular asset class in the future. Please refer to the proposal for details regarding asset class definitions.

18. Specialty Funds Higher Aggressive Small Company Equity International Equity Potential Return Risk Global Equity Large/Mid Growth Equity Moderate Moderate Large/Mid Blend Equity Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Potential Risk/Return Profile For companies with plan assets over $75,000, plan sponsors can choose from the following fund alternatives depending on first year deposits. Transamerica-Selected Funds TI-Selected Funds • TI Calvert Social Investment Fund • TI Franklin Biotechnology Discovery Fund • TI Franklin Real Estate Securities Fund • TI INVESCO Financial Services Fund • TI INVESCO Leisure Fund • TI INVESCO Technology Fund • TI PBHG Technology & Communications Fund • Transamerica Growth Opportunities Fund • TI AIM Small Cap Growth Fund • TI Fidelity Advisor Small Cap Growth Fund • TI Franklin Balance Sheet Investment Fund • Transamerica International Equity Fund • Transamerica Templeton Foreign Fund • TI AIM International Equity Fund • TI Dreyfus International Value Fund • TI Janus Adviser Worldwide Fund • TI Oppenheimer Global Fund • Transamerica Aggressive Growth Fund • Transamerica Equity Fund • Transamerica Mid-Cap Growth Fund • Transamerica Putnam Investors Fund • Transamerica Putnam Vista Fund • TI AIM Constellation Fund • TI Franklin Mid Cap Growth Fund • TI INVESCO Dynamics Fund • TI Janus Adviser Capital Appreciation Fund • TI Janus Adviser Growth Fund • TI INVESCO Core Equity Fund • TI MFS Growth with Income Fund • TI MFS Capital Opportunities Fund • Transamerica Core Equity Fund • Transamerica Equity Index Fund • Transamerica Growth & Income Fund The above chart is a graphic illustration of potential risk and return associated with investments in different Investment Options (the boxes represent asset classes and the corresponding Investment Options are listed next to them). These risk and return expectations may not be realized over future time periods or future economic or business cycles; therefore, they are not intended to be predictions of risk and return. The Investment Options have been assigned to various asset classes based solely on Transamerica Retirement Services’ assessment of their investment policies; additionally, they may not be representative of that particular asset class in the future. Please refer to the proposal for details regarding asset class definitions.

19. Moderate Moderate Potential Return Risk Conservative Lower Why Transamerica? What makes this different? How good are your investments? Will my employees get it? Will it take much of my time? Guiding your plan Every step of the way. Potential Risk/Return Profile TI-Selected Funds Transamerica-Selected Funds Large/Mid Value Equity • Transamerica Mid-Cap Value Fund • Transamerica Value & Income Fund • TI AIM Basic Value Fund • TI Fidelity Advisor Equity Income Fund • TI Liberty Select Value Fund • TI Mutual Qualified Fund • TI Neuberger Berman Focus Fund Hybrid • Transamerica Balanced Fund • Transamerica Short Horizon Fund • Transamerica Short/Intermediate Horizon Fund • Transamerica Intermediate Horizon Fund • Transamerica Intermediate/Long Horizon Fund • Transamerica Long Horizon Fund • TI Janus Adviser Balanced Fund Strategic Allocation Funds: High Yield Bond • Transamerica High Yield Opportunities Fund • TI Oppenheimer Champion Income Fund Bond • Transamerica Bond Fund • Transamerica Core Bond Fund • Transamerica Loomis Sayles Bond Fund • Transamerica Strong Government Securities Fund • TI Liberty Intermediate Bond Fund Cash Equivalents • Transamerica Cash Management Fund • Transamerica Stable Value Fund The above chart is a graphic illustration of potential risk and return associated with investments in different Investment Options (the boxes represent asset classes and the corresponding Investment Options are listed next to them). These risk and return expectations may not be realized over future time periods or future economic or business cycles; therefore, they are not intended to be predictions of risk and return. The Investment Options have been assigned to various asset classes based solely on Transamerica Retirement Services’ assessment of their investment policies; additionally, they may not be representative of that particular asset class in the future. Please refer to the proposal for details regarding asset class definitions.

20. Director Series I Structure • Three Tiers • Tier 1: $30,000 - $74,999 in total first year deposits • Tier 2: $75,000 - $499,999 in total first year deposits • Tier 3: $500,000 + in total first year deposits • Tier 1 replaces AssetBuilder • Minimum size has increased from $10K weighted to $30K in total first year deposits

21. Director Series ITier 1 • Transamerica Selected Funds Only

22. Director Series ITier 1

23. Director Series ITier 2 • Chose as many TI-Selected Funds as Transamerica Selected Funds • SAFs and Cash/SVF not applicable to selection process

24. Director Series ITier 2

25. Director Series ITier 3 • 2 x the number of TI Selected Funds as Transamerica Selected Funds • SAFs and Cash/SVF don’t count

26. Director SeriesTier 3

27. Administration Options 1 All Signature Services Fees illustrated apply to participant-directed investments. Employer-directed investments receive a $5 reduction in per-participant charges. 2 For plans with less than 50 participants but with an average participant balance of at least $7,500, there will be a $10 decrease in the annual per-participant charge. 3 A sample of fees provided by PENCO, Inc. as of March 2001 is shown. Please note that these fees are subject to change without notice.

28. Administration Options 1 Investlink Network TPAs include Future Benefits of America and Retirement Horizons, Inc. as of 5/15/01. 2 PENCO, Inc. fees are as of February 2001. Please note that these fees are subject to change without notice. 3SEBs Inc. fees are as of January 2001. Please note that these fees are subject to change without notice. Prospecting • PROPOSAL • Presentation • Closing

29. BROKER COMPENSATION Director Series I

30. The Director Series I We offer nine different commission options plus a flexible trail option (up to 80 basis points on assets). OPTION 1 OPTION 4 OPTION 7 Deposit-based (all years) 0.50% 1.00% 1.00% Asset-based (all years) 0.25% 0.25% 0.40% OPTION 2 OPTION 5 OPTION 8 Deposit-based (year 1) 1.00% 1.50% 2.00% Asset-based (years 2+) 0.25% 0.30% 0.40% OPTION 3 OPTION 6 OPTION 9 Deposit-based (years 1-5) 1.50% 2.00% 2.50% Asset-based (years 6+) 0.20% 0.25% 0.35% The Plan group annuity (form number TGP-439-194(99)) is issued by Transamerica Life Insurance and Annuity Company. Form number may vary by state and may not be available in all states. Not available in New York.

31. Comp- Plus • $1000 case bonus for every 3rd plan sold in calendar year • $250 for every $250,000 of first year deposits • Comp Plus commissions are in addition to standard commissions

32. Solid Relationships, Solid Results • More Funds • Lower Fees • More Compensation • Better Services

33. Transamerica Partner Series ISMThe Solid Relationship Your Clients Deserve

34. WHY RECORDKEEPING ONLY? • The Partner Series is an un-bundled service • Third Party Administrators (TPA’s) to provide plan administration • Fills demand for “local, flexible” administrative/consulting support • Daily Valuation for TPA’s

35. Services for TPAs • Dedicated TPA Services Support Staff • TPA access to plan and Participant level report data via Internet • TPA input council meeting • ERISA hotline

36. WHO DOES WHAT: Home Office • Handles all financial transactions • Provides quarterly sponsor activity reports & participation statements • Provides toll-free VRU/operator opt out • Maintains retirement plan website • Manages TPA relationship - quarterly conference call

37. WHO DOES WHAT: Third Party Service Provider (TPA) • Provides plan design & consulting • Provides legislative guidance to Plan Sponsor • Performs all regulatory testing • Approves all distributions & loans • Prepares 5500 Government returns

38. WHO DOES WHAT: Plan Administrator/Plan Sponsor • Working with TPA, selects plan design • Working with Rep, selects investment options • Makes all plan contributions in a timely manner • Review reports for accuracy

39. Service Fees

40. Plan Service Fees Underwriting Guidelines • New: $100,000 in annual first-year deposits • Takeover: $100,000 in weighted first-year deposits (minimum $50,000 annual plus 20% of takeover assets)

41. Plan Service Fees (continued) Annual Recordkeeping • 1-49 Participants: $30 per Participant ($20 per Participant with average of over $7,500 balance per Participant) • 50-249 Participants: $15 per Participant • 250-499 Participants: $13 per Participant • 500+ Participants: $11 per Participant • Minimum annual recordkeeping fee (before SFD): $750

42. Plan Service Fees (continued) • Once assets reach $500,000, $250 for each $250,000 of assets • For a plan with less than 50 Participants but an average Participant balance of at least $7,500, there will be a $10 decrease in the annual per Participant charge

43. Selecting a TPA: • Minimum of 500 plans under management • Solid ERISA expertise/high caliber shop • No adverse credit report • Composition of client base • Current relationship with TRS

44. SNAP ON PAYROLL PRODUCT • Designed for independent Payroll providers • Co- Branding of Marketing Materials • One Stop Solution

45. Multiple Employer Plans

46. Director Of Special Markets Kelly Michel

47. Multiple Employer Plan Advantage • Economies of Scale • Geared toward: • PEO Industry • Association Industry • Payroll Firms

48. PEO Industry • What is a Professional Employers Organization (PEO)? • An organization that provides an integrated and cost effective approach to management/administration of the human resources and employer risk of its clients by contractually assuming substantial employer rights, responsibilities, and risk, through the establishment and maintenance of an employer relationship with the workers assigned to its clients

49. PEO Industry • NAPEO is recognized as national trade association for PEO Industry providing education, training, government relations and Code of Ethics to its members • Small Business Advantages • Monitoring and compliance with Labor regulations, workers rights and worksite safety, professional compliance, payroll, claims and risk management • Government Advantages • Consolidation of several small companies employment tax filings into one, accelerated professional preparation of reporting, extends benefits to more workers

50. PEO Industry - Trends • Federal Legislation Introduced… Again • H.R. 2807 & S. 1305 • Designed to codify the rights of PEOs • Introduced August 2, 2001 • Provides a new safe harbor for PEOs that elect to meet certain certification requirements • “Certified” PEOs would be permitted to assume liability for employment taxes of worksite employees and to sponsor and offer retirement plans and other benefits to such workers