Exhibit 10.2


                            TRANSAMERICA CORPORATION
                TANDEM LIMITED STOCK APPRECIATION RIGHT AGREEMENT

                  In   connection   with  the  grant   under  the   Transamerica
Corporation  1995  Performance  Stock Option Plan (the "Plan") of a nonqualified
stock  option to purchase  shares of common  stock of  Transamerica  Corporation
("Shares")  at a purchase  price per Share of $150.00  (the  "Related  Option"),
Transamerica  Corporation (the "Company")  hereby grants you, Frank C. Herringer
(the "Employee"),  a tandem limited stock  appreciation  right (a "TLSAR") under
the Plan,  to surrender  all or part of the  unexercised  portion of the Related
Option in exchange  for a payment from the Company  pursuant to this TLSAR.  The
date of this  Agreement is January 2, 1998 (the "Grant Date").  In general,  the
latest date this TLSAR will expire is January 2, 2008 (the  "Expiration  Date").
However,  as provided in  Appendix A  (attached  hereto),  this TLSAR may expire
earlier than the Expiration Date. Subject to the provisions of Appendix A and of
the Plan, the principal features of this TLSAR are as follows:

<TABLE>
<CAPTION>


Number of Shares to
Which this TLSAR Pertains: 235,000                                  Exercise Price per Share:  $105.19
                                                                                        
Scheduled Vesting Date:                                         The date on which a Change of Control occurs.

Event Triggering Termination of TLSAR                                        Maximum Time to Exercise After
                                                                                   Triggering Event*

<S>                                                                                       <C>    

Termination of Employment (except as shown below)                                       3 months
Termination of Employment due to Disability                                             3 years
Termination of Employment due to Early or Normal Retirement                             5 years
Termination of Employment due to death                                                  3 years
Change of Control                                                                       60 days
Failure of the Related Option to Vest                                                   None
Exercise of the Related Option                                                          None


*    However,  in no event may this TLSAR be exercised after the Expiration Date
     (except in certain cases of the death of the Employee).

</TABLE>



                  Your   signature    below   indicates   your   agreement   and
understanding  that this  TLSAR is  subject  to all of the terms and  conditions
contained  in  Appendix  A and  the  Plan.  For  example,  important  additional
information on vesting and  termination of this TLSAR is contained in Paragraphs
4 through 6 of Appendix A.  ACCORDINGLY,  PLEASE BE SURE TO READ ALL OF APPENDIX
A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS TLSAR.

TRANSAMERICA CORPORATION                   EMPLOYEE


By___________________________              ______________________             
  Title:  Assistant Secretary               Frank C. Herringer

<PAGE>



                                   APPENDIX A

        TERMS AND CONDITIONS OF TANDEM LIMITED STOCK APPRECIATION RIGHTS

                  1. Grant of TLSAR.  The Company  hereby grants to the Employee
under the Plan, in  connection  with the grant of the Related  Option,  and as a
separate  incentive in connection  with his or her employment and not in lieu of
any salary or other compensation for his or her services,  a TLSAR pertaining to
all or any part of an  aggregate  of 235,000  Shares,  which TLSAR  entitles the
Employee to surrender,  on the terms and  conditions set forth in this Agreement
and the Plan,  all or part of the Related  Option in exchange for a payment from
the Company in the amount determined under Paragraph 9 below.

                  2. Exercise Price. The exercise price per Share for this TLSAR
(the "Exercise Price") shall be $105.19, which is equal to the Fair Market Value
per Share on the Grant Date.

                  3. Number of Shares.  The number and class of Shares specified
in Paragraph 1 above,  and/or the Exercise  Price,  are subject to adjustment by
the  Committee  in the  event  of  any  merger,  reorganization,  consolidation,
recapitalization,  separation,  liquidation,  stock  dividend,  split-up,  Share
combination,  distribution  or other  change in the  corporate  structure of the
Company affecting the Shares (an "Event").  Any such adjustment shall be made by
the  Committee  as  constituted  immediately  prior  to  the  applicable  Event;
provided,  however, that the number of Shares subject to this TLSAR always shall
be a whole number.

                  4.  Vesting  Schedule.  The right to exercise  this TLSAR will
vest as to 100% of the  Shares  subject to the TLSAR  upon the  occurrence  of a
Change of Control,  provided  that vesting will occur only if the Employee is an
Executive on the date of the Change of Control.  In the event of the  Employee's
Termination of Employment due to Early Retirement, Normal Retirement, Disability
or death,  the right to  exercise  a portion  of the  Shares to which this TLSAR
pertains will vest on the date that such right otherwise  would have vested,  as
determined in the discretion of the Committee based on the time elapsed from the
Grant Date to the Termination of Employment and the vesting date.

                  5.  Termination  of  TLSAR.  In the  event  of the  Employee's
Termination of Employment for any reason other than Early or Normal  Retirement,
Disability or death,  this TLSAR shall immediately  terminate,  provided that if
this TLSAR became vested prior to such  Termination of Employment,  the Employee
may, prior to the Expiration  Date and subject to the last two sentences of this
Paragraph 5, exercise the TLSAR.  In the event of the Employee's  Termination of
Employment due to Disability, the Employee may, within three (3) years after the
date of such Termination, or prior to the Expiration Date, whichever shall first
occur,  exercise  this TLSAR (if then  vested).  In the event of the  Employee's
Termination of Employment due to Early or Normal  Retirement,  the Employee may,
within  five  (5)  years  from  the  date of such  Termination,  or prior to the
Expiration  Date,  whichever  shall first  occur,  exercise  this TLSAR (if then
vested).  In addition,  this TLSAR shall  terminate on the first to occur of the
following:  (a) the first date on which the Related  Option no longer may become
exercisable, (b) the last day of the period of sixty (60) consecutive days which
begins on the date of a Change of Control,  or (c) upon  exercise of the Related
Option (but only to the extent  provided in the  following  sentence).  For each
Share  with  respect  to which the  Related  Option is  exercised,  the right to
exercise 0.3643 of the Shares subject to this TLSAR shall immediately terminate,
provided  that the number of Shares which so  terminate  shall be rounded to the
nearest  whole  number (or to such number as is  appropriate  to ensure that the
total  number of  Shares  covered  by this  TLSAR  does not  exceed  the  number
specified in Paragraph 1 above).

                  6.  Death of  Employee.  In the event that the  Employee  dies
prior to the  expiration  of this TLSAR in  accordance  with the  provisions  of
Paragraph 5 above, the Employee's designated beneficiary or beneficiaries, or if
no  beneficiary  survives the  Employee,  the  administrator  or executor of the
Employee's  estate,  nevertheless  may, within three (3) years after the date of
death, exercise any vested but unexercised portion of the TLSAR, but only to the
extent that such right was transferred  with respect to the Related Option.  Any
such transferee must furnish the Company (a) written notice of his or her status
as a  transferee  of this TLSAR,  (b)  evidence  satisfactory  to the Company to
establish  the  validity of the transfer of this TLSAR and  compliance  with any
laws or regulations  pertaining to such transfer,  and (c) written acceptance of
the terms and conditions of this TLSAR as set forth in this Agreement.

                  7.  Persons  Eligible to Exercise  TLSAR.  This TLSAR shall be
exercisable during the Employee's  lifetime only by the Employee.  This TLSAR is
not  transferable,  except that the Employee  may  transfer  this TLSAR (a) by a
valid  beneficiary  designation  made in a form  and  manner  acceptable  to the
Committee, or (b) by will or the applicable laws of descent and distribution, in
which case this TLSAR shall be transferred to the same extent. Any such transfer
shall be effective  only if the Related  Option also is  transferred to the same
transferee.

                  8. Notice of Exercise of TLSAR. This TLSAR may be exercised by
the person then  entitled to do so as to any portion of the TLSAR which may then
be  exercised  by giving  written  notice of  exercise to the  Secretary  of the
Company  (or his or her  designee)  specifying  the number of full  Shares  with
respect to which the TLSAR is to be exercised.

                  9. Payment of TLSAR Amount.  Upon exercise of this TLSAR,  the
Employee shall be entitled to receive payment from the Company in an amount (the
"TLSAR Amount") determined by multiplying:

     (a) The amount by which the Change of Control Value (as defined below) of a
Share on the date of exercise exceeds the Exercise Price, times

     (b) The number of Shares with respect to which the TLSAR is exercised.

For this  purpose,  the  "Change  of  Control  Value" of a Share  shall mean the
greater of (i) the highest  Fair Market Value of a Share during the period of 60
consecutive  days  which  ends on the date of a Change of  Control,  or (ii) the
highest price per Share paid in the  transaction  which gives rise to the Change
of Control.

                  10. Form of Payment of TLSAR Amount. The TLSAR Amount shall be
paid in cash,  unless the  Committee  determines  that such  payment (or portion
thereof) would cause a transaction  which gives rise to the Change of Control to
be  ineligible  for  pooling of  interests  accounting  under APB No. 16,  which
transaction  (but for such payment)  otherwise would have been eligible for such
accounting  treatment,  in which case the Committee may determine that the TLSAR
Amount shall be paid in Shares of equivalent value.  Prior to any payment of the
TLSAR Amount,  the Company shall deduct or withhold,  or require the Employee to
remit to the Company,  an amount  sufficient  to satisfy any  withholding  taxes
required to be withheld with respect to the payment.

                  11. No Rights of  Stockholder.  Neither the Employee  (nor any
beneficiary)  shall be or have any of the rights or  privileges of a stockholder
of the Company in respect of any of the Shares issuable pursuant to the exercise
of this TLSAR, unless and until certificates representing such Shares shall have
been issued,  recorded on the records of the Company or its  transfer  agents or
registrars, and delivered to the Employee (or beneficiary).

                  12. Address for Notices. Any notice to be given to the Company
under the terms of this Agreement shall be addressed to the Company,  in care of
its Secretary, at 600 Montgomery Street, San Francisco,  California 94111, or at
such other address as the Company may hereafter designate in writing.

                  13. TLSAR is Not Transferable. Except as otherwise provided in
Paragraphs  6 and 7 above,  this TLSAR and the rights and  privileges  conferred
hereby may not be transferred,  pledged,  assigned or otherwise  hypothecated in
any way (whether by operation of law or  otherwise)  and shall not be subject to
sale  under  execution,  attachment  or  similar  process.  Upon any  attempt to
transfer,  pledge, assign, hypothecate or otherwise dispose of this TLSAR, or of
any right or privilege  conferred  hereby,  or upon any attempted sale under any
execution,  attachment  or  similar  process,  this  TLSAR  and the  rights  and
privileges conferred hereby immediately shall become null and void.

                  14. Maximum Term of TLSAR. Notwithstanding any other provision
of this Agreement except Paragraph 6 above relating to the death of the Employee
(in which case the TLSAR is exercisable to the extent set forth  therein),  this
TLSAR is not exercisable after the Expiration Date.

                  15. Binding  Agreement.  This Agreement  shall be binding upon
and  inure  to  the  benefit  of the  heirs,  legatees,  legal  representatives,
successors and assigns of the parties hereto.

                  16. Conditions to Exercise. Exercise of this TLSAR will not be
permitted until arrangements (satisfactory to the Company) have been made by the
Employee for the payment of the amount of taxes  required (as  determined by the
Company) to be withheld by reason of such exercise.

                  17.  Plan  Governs.  This  Agreement  is subject to all of the
terms and provisions of the Plan. In the event of a conflict between one or more
provisions  of this  Agreement  and  one or more  provisions  of the  Plan,  the
provisions of the Plan shall govern.  Capitalized terms and phrases used and not
defined in this Agreement shall have the meaning set forth in the Plan.

                  18.  Committee   Authority.   The  Committee  shall  have  all
discretion, power, and authority to interpret the Plan and this Agreement and to
adopt such rules for the  administration,  interpretation and application of the
Plan as are consistent therewith.  All actions taken and all interpretations and
determinations  made by the  Committee  in good faith shall be final and binding
upon the Employee,  the Company and all other interested  persons,  and shall be
given the maximum  deference  permitted by law. No member of the Committee shall
be personally  liable for any action,  determination or  interpretation  made in
good faith with respect to the Plan or this Agreement.

                  19. Captions. The captions provided herein are for convenience
only and are not to serve as a basis for the  interpretation  or construction of
this Agreement.

                  20.  Agreement  Severable.  In the event that any provision in
this Agreement shall be held invalid or  unenforceable,  such provision shall be
severable from, and such invalidity or  unenforceability  shall not be construed
to have any effect on, the remaining provisions of this Agreement.

                  21. Modifications to the Agreement. This Agreement constitutes
the entire  understanding of the parties on the subjects  covered.  The Employee
expressly warrants that he or she is not executing this Agreement in reliance on
any promises, representations, or inducements other than those contained herein.
Modifications  to this  Agreement  or the  Plan can be made  only in an  express
written contract executed by a duly authorized officer of the Company.