AGREEMENT AND PLAN OF REORGANIZATION

            AGREEMENT AND PLAN OF REORGANIZATION, dated as of December 30, 2004, by and among AEGON N.V., a company formed under the laws of The Netherlands (the �Parent�), GPRE ACQUISITION CORP., a Delaware corporation that is wholly owned by Parent (the �Acquiror�), and GLOBAL PREFERRED HOLDINGS, INC., a Delaware corporation (the �Target�). Certain capitalized terms used herein have the meanings ascribed to them in Article VIII, Section 8.1 hereof.

RECITALS

    . . .

ARTICLES OF INCORPORATION OF:


AEGON N.V.
having its official seat in `s-Gravenhage.


Dated 26 May 2003.

This document contains a fair English translation of the complete text of the
articles of incorporation of AEGON N.V., as they read after execution of the
deed of amendment of the articles of incorporation on 26 May 2003 before Chr.M.
Stokkermans, civil law notary in Amsterdam, with respect to which amendment a
ministerial Statement of No Objections was granted on 24 May 2003, under number
NV 101780.

In preparing this document, an attempt has been made to translate as  . . .

                          TRANSAMERICA INVESTORS, INC.



                    TRANSAMERICA INVESTMENT MANAGEMENT, LLC
                     TRANSAMERICA INVESTMENT SERVICES, INC.


                                 CODE OF ETHICS


                         LAST REVISED DECEMBER 12, 2002





                              STATEMENT OF PURPOSE
                              --------------------


This Code of Ethics (the "Code") is developed for use by the following entities:

Transamerica Investors, Inc.                      The "Funds"


Transamerica  . . .

Prepared by, and after recording return to:

Gary Whittington, Esq.
Assistant General Counsel
AEGON USA Realty Advisors, Inc.
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499

--------------------------------------------------------------------------------


ATTENTION:  CLERK AND  RECORDER--THIS  INSTRUMENT  COVERS GOODS THAT ARE OR WILL
BECOME FIXTURES ON THE DESCRIBED REAL PROPERTY AND SHOULD BE FILED FOR RECORD IN
THE REAL PROPERTY RECORDS WHERE DEEDS OF TRUST ON REAL ESTATE ARE RECORDED. THIS
INSTRUMENT  SHOULD  ALSO BE  INDEXED  AS A  UNIFORM  COMMERCIAL  CODE   . . .

EMPLOYMENT AGREEMENT

between

1. The limited company, AEGON N.V.

and

2. Mr. D.J. Shepard

- 1 -

The undersigned:

and

Whereas:

On August 1, 1970, Mr. Shepard entered the  . . .

EMPLOYMENT AGREEMENT

between

(1) AEGON USA, Inc.

and

(2) Donald J. Shepard

- 1 -

THE UNDERSIGNED

AEGON USA, Inc., an Iowa Corporation, with offices in Baltimore, Maryland, U.S.A. (the �Company�), and

Mr. Donald J. Shepard (�Mr. Shepard�), have entered into this Employment Agreement (this �Agreement�) as of April 19, 2002.

WHEREAS:

The Company currently employs Mr. Shepard.

Mr. Shepard has served as a member of the Executive Board of AEGON N.V., and from April 18, 2002 Mr. Shepard  . . .

AEGON

EXECUTIVE LONG-TERM INCENTIVE PLAN

PLAN RULES

Agreement

means a document containing terms and conditions pursuant to this Long-Term Incentive Plan, which is duly executed by an authorized representative of the Board and signed by the Participant to indicate his or her acceptance of the terms contained therein.

Award

means the award of a Performance Share under the terms of the Plan.

Board

means the  . . .

AEGON

EXECUTIVE SHORT TERM INCENTIVE PLAN

PLAN RULES

March 30, 2005

Agreement

means a document containing terms pursuant to the Short Term Incentive Plan, which is duly executed by an authorized representative of the Supervisory Board and signed by the Participant to indicate his or her acceptance of the terms contained therein.

Board

means the Supervisory Board of the Company.

Bonus

means the entitlement to a cash payout in accordance with the terms of the Plan and the  . . .

FLEXIBLE PREMIUM

VARIABLE ANNUITY B

Issued Through

SEPARATE ACCOUNT VA Q

by

TRANSAMERICA LIFE INSURANCE COMPANY

Prospectus

                , 2003

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

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

If you would like more information about the Flexible Premium Variable Annuity-B, you can obtain a free copy of the Statement of Additional Information (SAI) dated             , 2003. Please call us at (800) 525-6205 or write us at: Transamerica Life Insurance Company, Attention: Customer Care Group, 4333 Edgewood Road NE, Cedar Rapids, Iowa, 52499-0001. A registration statement, including the SAI, has been filed with the Securities and Exchange Commission (SEC) and the SAI is incorporated herein by reference. More information about the variable annuity can be reviewed and copied at the SECs Public Reference Room in Washington, D.C. You may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that contains the prospectus, the SAI, material incorporated by reference, and other information. The table of contents of the SAI is included at the end of this prospectus.

Please note that the policies and the separate account investment choices:

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.

Table of Contents

PORTFOLIOS ASSOCIATED WITH THE SUBACCOUNTS

AEGON/Transamerica Series Fund, Inc. Service Class

Subadvised by Banc One Investment Advisors Corporation

AEGON Bond

Subadvised by Fred Alger Management, Inc.

Alger Aggressive Growth

Subadvised by BlackRock Advisors, Inc.

BlackRock Mid Cap Growth

Subadvised by Capital Guardian Trust Company

Capital Guardian Global

Capital Guardian Value

Subadvised by Clarion CRA Securities, L.P.

Clarion Real Estate Securities

Subadvised by The Dreyfus Corporation

Dreyfus Mid Cap

Subadvised by Federated Investment Counseling

Federated Growth & Income

Subadvised by Janus Capital Management LLC

Janus Growth

Subadvised by Jennison Associates LLC

Jennison Growth

Subadvised by MFS Investment Management

MFS High Yield

Subadvised by Pacific Investment Management Company LLC

PIMCO Total Return

Subadvised by T. Rowe Price Associates, Inc.

T. Rowe Price Equity Income

T. Rowe Price Small Cap

Subadvised by Third Avenue Management LLC

Third Avenue Value

Subadvised by Transamerica Investment Management, LLC

Transamerica Equity

Transamerica Growth Opportunities

Transamerica U.S. Government Securities

AIM Variable Insurance Funds Series II

Managed by A I M Advisors, Inc.

AIM V.I. Blue Chip Fund

AIM V.I. Core Equity Fund

AIM V.I. Government Securities Fund

AIM V.I. International Growth Fund

AllianceBernstein Variable Products Series Fund, Inc. Class B

Managed by Alliance Capital Management L.P.

AllianceBernstein Technology Portfolio

Davis Variable Account Fund, Inc.

Managed by Davis Selected Advisors, L.P.

Davis Value Portfolio

Dreyfus Variable Investment Fund Service Class

Managed by The Dreyfus Corporation

Dreyfus VIFSmall Company Stock Portfolio

Federated Insurance Series

Managed by Federated Investment Capital Company

Federated American Leaders Fund II

Federated Capital Income Fund II

Federated High Income Bond Fund II

Federated Quality Bond Fund II

First American Insurance Portfolios Inc. Class IB Shares

Managed by US Bancorp Asset Management

First American International Portfolio

First American Mid Cap Growth Portfolio

First American Small Cap Growth Portfolio

First American Technology Portfolio

Franklin Templeton Variable insurance Products Trust Class 2

Managed by Franklin Advisers, Inc.

Franklin Small Cap Fund

Managed by Franklin Mutual Advisers, LLC

Franklin Growth & Income Securities Fund

Mutual Shares Securities Fund

Managed by Templeton Asset Management Ltd.

Templeton Developing Markets Securities Fund

Managed by Templeton Investment Counsel LLC

Templeton Foreign Securities Fund

Janus Aspen Series Service Shares

Managed by Janus Capital Management LLC

Janus Aspen Capital Appreciation Portfolio

Janus Aspen International Growth Portfolio

Janus Aspen Mid Cap Growth Portfolio

Liberty Variable Investment Trust Class A Shares

Managed by Columbia Management Advisers, Inc.

Colonial Small Cap Value Fund, Variable Series

Liberty Select Value Fund, Variable Series

FLEXIBLE PREMIUM VARIABLE ANNUITY - E

Issued Through

SEPARATE ACCOUNT VA QNY

by

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

Prospectus

                                                 , 2003

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

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

If you would like more information about the Flexible Premium Variable Annuity - E, you can obtain a free copy of the Statement of Additional Information (SAI) dated                     , 2003. Please call us at (800) 525-6205 or write us at: Transamerica Financial Life Insurance Company, Attention: Customer Care Group, 4333 Edgewood Road NE, Cedar Rapids, Iowa, 52499-0001. A registration statement, including the SAI, has been filed with the Securities and Exchange Commission (SEC) and the SAI is incorporated herein by reference. More information about the variable annuity can be reviewed and copied at the SECs Public Reference Room in Washington, D.C. You may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that contains the prospectus, the SAI, material incorporated by reference, and other information. The table of contents of the SAI is included at the end of this prospectus.

Please note that the policies and the separate account investment choices:

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.

Table of Contents

PORTFOLIOS ASSOCIATED WITH THE SUBACCOUNTS

AEGON/Transamerica Series Fund, Inc. Service Class

AEGON Bond

Alger Aggressive Growth

BlackRock Mid Cap Growth

Capital Guardian Global

Capital Guardian Value

Clarion Real Estate Securities

Dreyfus Mid Cap

Federated Growth & Income

Janus Growth

Jennison Growth

MFS High Yield

PIMCO Total Return

T. Rowe Price Equity Income

T. Rowe Price Small Cap

Third Avenue Value

Transamerica Equity

Transamerica Growth Opportunities

Transamerica U.S. Government Securities

AIM Variable Insurance Funds Series II

AIM V.I. Blue Chip Fund

AIM V.I. Core Equity Fund

AIM V.I. Government Securities Fund

AIM V.I. International Growth Fund

AllianceBernstein Variable Products Series Fund, Inc. Class B

AllianceBernstein Technology Portfolio

Davis Variable Account Fund, Inc.

Davis Value Portfolio

Dreyfus Variable Investment Fund Service Class

Dreyfus VIF - Small Company Stock Portfolio

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

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

The fixed account offers an interest rate that Transamerica guarantees.

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

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

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

Asset Allocation Conservative Portfolio Service Class

Asset Allocation Growth Portfolio Service Class

Asset Allocation Moderate Portfolio Service Class

Asset Allocation Moderate Growth Portfolio Service Class

Alger Aggressive Growth Service Class

American Century Income & Growth Service Class

American Century International Service Class

BlackRock Global Science & Technology Opportunities Service Class

BlackRock Mid Cap Growth Service Class

Capital Guardian Global Service Class

Capital Guardian U.S. Equity Service Class

Capital Guardian Value Service Class

Clarion Real Estate Securities Service Class

Great Companies America^SM Service Class

Great Companies Technology^SM Service Class

Janus Balanced (A/T) Service Class

Janus Growth (A/T) Service Class

Jennison Growth Service Class

J.P. Morgan Enhanced Index Service Class

Marsico Growth Service Class

MFS High Yield Service Class

PBHG Mid Cap Growth Service Class

PBHG/NWQ Value Select Service Class

PIMCO Total Return Service Class

Salomon All Cap Service Class

Templeton Great Companies Global

Transamerica Convertible Securities Service Class

Transamerica Equity Service Class

5

Table of Contents

Transamerica Growth Opportunities Service Class

Transamerica Money Market Service Class

Transamerica U.S. Government Securities Service Class

T. Rowe Price Equity Income Service Class

T. Rowe Price Growth Stock Service Class

T. Rowe Price Small Cap Service Class

Van Kampen Active International Allocation Service Class

Van Kampen Asset Allocation Service Class

Van Kampen Emerging Growth Service Class

AIM V.I. Basic Value Fund Series II

AIM V.I. Capital Appreciation Fund Series II

AllianceBernstein Growth & Income Portfolio Class B

AllianceBernstein Premier Growth Portfolio Class B

Janus Aspen Mid Cap Growth Portfolio Service Shares

Janus Aspen Worldwide Growth Portfolio Service Shares

MFS New Discovery Series Service Class

MFS Total Return Series Service Class

Fidelity VIP Contrafund Portfolio Service Class 2

Fidelity VIP Equity-Income Portfolio Service Class 2

Fidelity VIP Growth Portfolio Service Class 2

Fidelity VIP Mid Cap Portfolio Service Class 2

Fidelity VIP Value Strategies Portfolio Service Class 2

As of May 1, 2003, new policy owners may only invest in the Service Class subaccounts of AEGON/Transamerica Series Fund, Inc. The Initial Class subaccounts of the AEGON/Transamerica Series Fund, Inc. are only available to owners that purchased the policy before May 1, 2003. The Service Class of the AEGON/Transamerica Series Fund, Inc. has a Rule 12b-1 Plan (and higher expenses) and the Initial Class does not.

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

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

We currently allow you to transfer money between any of the investment choices during the accumulation phase. We reserve the right to impose a $10 fee for each transfer in excess of 12 transfers per policy year and to impose restrictions and limitations on transfers.

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

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

We may deduct a surrender charge of up to 5% of premium payments surrendered within five years after the premium is paid. We will calculate surrender charges by taking the earnings, if any, out before premium payments.

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

6

Table of Contents

We deduct daily mortality and expense risk fees and administrative charges at an annual rate of 0.85% from the assets in each subaccount during the income phase and 1.25% during the accumulation phase.

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

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

If you elect the Initial Payment Guarantee when you annuitize, there is a daily fee equal to an annual rate of 1.25% of the daily net asset value in the subaccounts.

If you elect the Additional Death Distribution, there is an annual fee during the accumulation phase of 0.25% of the policy value.

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

You can generally take out $500 or more anytime during the accumulation phase (except under certain qualified policies). You may generally take free of surrender charges each year:

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

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

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

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

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

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

If the annuitant dies before the income phase begins, then a death benefit will become payable.

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

The death benefit is the greater of the policy value or cash value.

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

FOR IMMEDIATE RELEASE

INTERPOOL, INC. REPORTS RECORD 2ND QUARTER 2000 NET INCOME

- Net Income of $10.4 Million, or $0.38 Per Diluted Share, on 50% Revenue Growth -

PRINCETON, NJ, August 1, 2000 ? Interpool, Inc. ( . . .

FOR IMMEDIATE RELEASE  . . .

FOR IMMEDIATE RELEASE  . . .

FOR IMMEDIATE RELEASE  . . .

Ex 99.7

FOR IMMEDIATE RELEASE

INTERPOOL, INC. REPORTS 3RD QUARTER 2000 RESULTS

- Net Income rises 83% to $11.1 Million, or $0.40 Per Diluted Share ?Revenue Increases 21% to $69.1 Million -

PRINCETON, NJ, November 2, 2000 ? Interpool, Inc. (NYSE:IPX) reported today  . . .

INTERPOOL, INC. REPORTS RECORD 2ND QUARTER 2000 NET INCOME

- Net Income of $10.4 Million, or $0.38 Per Diluted Share, on 50% Revenue Growth -

PRINCETON, NJ, August 1, 2000 ? Interpool, Inc. (NYSE:IPX) reported today record net income for the second quarter ended June 30, 2000 of $10,377,000, or $0.38  . . .

PREMIER ASSET BUILDER VARIABLE ANNUITY

Issued by

TRANSAMERICA LIFE INSURANCE COMPANY

Supplement dated November 3, 2003

to the

Prospectus dated May 1, 2003

Living Benefits Rider

You may elect to purchase the optional living benefits rider which provides you with a guaranteed minimum accumulation benefit and a guaranteed minimum withdrawal benefit. The living benefits rider is available during the accumulation phase but it will not be issued if the annuitant is age 81 or older. The maximum issue age may be lower if required by state law.  . . .

PURCHASE CONTRACT AGREEMENT

DATED AS OF [?], 2003

AEGON N.V.,

AEGON Funding Corp.,

AEGON Funding Corp. II

AND

[?],

as Purchase Contract Agent

CONTENTS

Section

1.    Definitions and Other Provisions of General Application

1.1

1.2

PURCHASE CONTRACT AGREEMENT

DATED AS OF [?], 2003

AEGON N.V.,

AEGON Funding Corp.,

AEGON Funding Corp. II

AND

[?],

as Purchase Contract Agent

CONTENTS

Section

1.    Definitions and Other Provisions of General Application

1.1

1.2

PURCHASE CONTRACT AGREEMENT

DATED AS OF [?], 2003

AEGON N.V.,

AEGON Funding Corp.,

AEGON Funding Corp. II

AND

[?],

as Purchase Contract Agent

CONTENTS

Section

1.    Definitions and Other Provisions of General Application

1.1

1.2

As filed with the Securities and Exchange Commission on October 29, 2003

Registration No. 333-76230

811-10617

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C 20549

RETIREMENT INCOME BUILDER BAI

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.     

Post-Effective Amendment No.  4

and