TRANSAMERICA CORPORATION
                           VALUE ADDED INCENTIVE PLAN
                          (January 1, 1999 Restatement)


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                            TRANSAMERICA CORPORATION
                           VALUE ADDED INCENTIVE PLAN
                          (January 1, 1999 Restatement)


                                TABLE OF CONTENTS



                                                                            Page


Section 1. Establishment and Purpose..........................................1
1.1 Purpose...................................................................1
1.2 Effective Date............................................................1


Section 2. Definitions........................................................1
2.1 Defined Terms.............................................................1


Section 3. Awards and Committee Determinations................................3
3.1 Opportunity...............................................................3
3.2 Awards....................................................................3
3.3 Determination.............................................................3
3.4 Adjustments Prior to Payment..............................................3
3.5 Certification.............................................................3


Section 4. Payment of Awards..................................................3
4.1 Right to Receive Payment..................................................3
4.2 Payment Options...........................................................4
4.3 Beneficiaries.............................................................4


Section 5. Administration.....................................................4
5.1 Committee.................................................................4
5.2 Rules and Interpretation..................................................4
5.3 Records...................................................................4
5.4 Tax Withholding...........................................................4


Section 6. General Provisions.................................................4
6.1 Nonassignability..........................................................4
6.2 Employment Rights/Participation...........................................4
6.3 No Individual Liability...................................................5
6.4 Severability; Governing Law...............................................5
6.5 Affiliates of the Company.................................................5


Section 7. Amendment and Termination..........................................5
7.1 Amendment and Termination.................................................5
7.2 Change in Control of the Company..........................................5



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                            TRANSAMERICA CORPORATION
                           VALUE ADDED INCENTIVE PLAN
                          (January 1, 1999 Restatement)


Section 1.  Establishment and Purpose

     1.1 Purpose.  Transamerica  Corporation (the "Company")  having adopted the
Transamerica  Corporation Value Added Incentive Plan (the "Plan"),  effective as
of January 1, 1994, hereby amends and restates the Plan, effective as of January
1, 1999.  The Plan is intended to attract and retain the services of  executives
who are in a position to  influence  the success of the Company by  providing an
award based on the financial  performance  of the total Company.  Further,  this
Plan is designed to motivate key  executives  to increase  shareholder  value by
improving operating results and efficiently employing the Company's capital.

     1.2 Effective Date. The Plan is effective as of January 1, 1999.

Section 2.  Definitions

     2.1 Defined Terms.  When used in the Plan,  the following  terms shall have
the meanings specified below:

     2.1.1  "Adjusted  Net Income"  means the Company's net income in accordance
with  Generally  Accepted  Accounting  Principles  as reported for the Plan Year
adjusted  for (i) the  elimination  of the  cumulative  effects  of  changes  in
accounting  standards,  (ii) the  amortization  of gains or losses on  equipment
disposition in lieu of reported gains or losses,  (iii) amortization of gains or
losses from  repurchasing  and refinancing of debt (including  costs  associated
with preferred  stock  redemption)  in lieu of realized  gains and losses,  (iv)
amortized bond,  equity and other portfolio gains and losses in lieu of realized
gains and losses as reported,  and (v) the exclusion of pretax  amortization  of
intangibles,  including  goodwill,  related  to assets  acquired  in a  business
acquisition that is still owned by the Company.

     2.1.2  "Adjusted  Equity"  means  the  Company's  shareholders'  equity  as
reported for the Plan Year, adjusted to exclude (i) preferred stock and (ii) net
unrealized gains and losses on marketable equity and debt securities and foreign
currency translation  adjustments,  and to include, as an add-back,  accumulated
intangibles,  including  goodwill,  amortization  adjustment  related  to assets
acquired in a business acquisition that is still owned by the Company.

     2.1.3 "Average Adjusted Equity" means the "five-point" quarterly average of
the Adjusted  Equity for the Plan Year, the first point being the preceding year
end.

     2.1.4 "Base Salary" means as to any Plan Year the Participant's  annualized
salary rate on the last day of the Plan Year.  Such Base Salary  shall be before
both (i)  deductions  for taxes or benefits and (ii)  deferrals of  compensation
pursuant to Company-sponsored plans.

     2.1.5 "Board" means the Company's Board of Directors.


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     2.1.6  "Change in  Control"  means a change in control of the  Company  (as
defined in the  severance  agreements  between  the  Company  and certain of its
officers,  as such  agreements  were in effect as of January 1, 1999 (i.e.,  the
effective date of the Plan)).

     2.1.7  "Change  in  Control  Target  Award"  means  the  target   incentive
opportunity for an individual in the event of a Change in Control,  expressed as
a percentage of his or her Base Salary for a specific Plan Year. The schedule of
individual  Change in Control Target Awards shall be determined by the Committee
in accordance with Section 3.1.

     2.1.8  "Committee"  means  the  Management   Development  and  Compensation
Committee of the Board of Directors of Transamerica Corporation.

     2.1.9 "Cost of Equity" means the Company's  imputed  equity cost based on a
formula approved by the Committee.

     2.1.10   "Disability"  has  the  meaning  assigned  to  that  term  in  the
Transamerica Disability Income Plan in effect from time to time.

     2.1.11 "Maximum Award" means the maximum award pursuant to this Plan to any
individual  Participant  for any one Plan  Year,  which  shall not  exceed  $5.0
million.

     2.1.12  "Retirement"  means any  termination  of employment  (other than by
death or Disability)  after a Participant's  normal or early retirement date (as
defined in the Company's tax-qualified retirement plan).

     2.1.13  "Participant"  means as to any  Plan  Year a key  executive  of the
Company  who is  likely  to  have  a  significant  impact  on  the  value  added
performance of the Company. An employee must be approved as a Participant by the
Committee.

     2.1.14   "Performance  Goals"  means  the  goal(s)  (or  combined  goal(s))
determined  by  the  Committee  (in  its  discretion)  to  be  applicable  to  a
Participant  for a Target Award for a Plan Year. As determined by the Committee,
the  Performance  Goals for any Target Award  applicable  to a  Participant  may
require  achievement  of (i) a targeted  level of Value  Added,  (ii)  specified
strategic  goals,  and/or (iii)  targeted  levels for the financial or operating
performance of one or more  subsidiaries.  The Performance Goals may differ from
Participant to Participant and from award to award.

     2.1.15  "Plan  Year"  means  the 1999  calendar  year  and each  succeeding
calendar year.

     2.1.16  "Target  Award"  means  the  target  incentive  opportunity  for an
individual,  expressed as a percentage  of his or her Base Salary for a specific
Plan Year.  The schedule of individual  Target Awards shall be determined by the
Committee in accordance with Section 3.1.

     2.1.17 "Value  Added",  expressed as a percentage of the Company's  Average
Adjusted Equity,  means Adjusted Net Income minus a capital charge.  The capital
charge is determined by multiplying the Company's Average Adjusted Equity by the
Cost of Equity.


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Section 3.  Awards and Committee Determinations

     3.1 Opportunity.  The Committee shall approve participation in the Plan and
establish  a  Target  Award  and  Change  in  Control   Target  Award  for  each
Participant, based on his or her role and responsibilities.

     3.2 Awards. Payment under this Plan will be based on a payout table adopted
by the  Committee  in writing.  The payout table will provide for the payment of
100% of a  Participant's  Target Award if the applicable  Performance  Goals are
exactly 100% achieved, and provide for an actual award greater than or less than
the  Participant's  Target  Award,  depending  upon the  extent to which  actual
performance exceeds or falls below the Performance Goals. No Participant's award
under this Plan may exceed three times his or her Target Award,  and in no event
may a Participant's award under this Plan exceed his or her Maximum Award.

     3.3  Determination.  For each Plan  Year,  the  Committee  shall  determine
whether any significant  non-recurring  item (e.g. an acquisition or the gain or
loss on a  divestiture  of a business,  one-time  changes  including  changes in
accounting standards, effect of financings, settlement of prior years tax items,
etc.) will be excluded from the calculation of Value Added for the Plan Year.

     3.4 Adjustments  Prior to Payment.  The Committee,  in its sole discretion,
may eliminate or reduce the award for any Participant below the award that would
otherwise be payable in accordance with the Plan.

     3.5 Certification.  After the end of each Plan Year and prior to payment of
any awards for that Plan Year,  the  Committee  shall certify in writing (i) the
extent  to which the  Performance  Goals  applicable  to each  Participant  were
achieved or exceeded, and (ii) the respective percentage of Target Awards earned
for the Plan Year.

Section 4.  Payment of Awards

     4.1 Right to Receive Payment. Any award that may become due under this Plan
shall be made  solely  from the general  assets of the  Company,  normally on or
before the March 20th next  following  the end of the Plan Year during which the
award was earned.  Nothing in this Plan shall be  construed to create a trust or
to establish or evidence any  Participant's  claim of any right other than as an
unsecured general creditor with respect to any payment to which he or she may be
entitled.

     4.1.1 Employment for Plan Year. If a Participant's employment
with the Company  continues for the entire Plan Year, the  Participant  shall be
entitled to receive payment of the award amount  determined  under Section 3 for
the Plan Year in accordance with the terms of the Plan.

     4.1.2 Retirement, Disability or Death. In the event of death, Disability or
Retirement  of a  Participant  during a Plan Year,  the  Committee  (in its sole
discretion)  will  determine on a pro rata basis the amount of the partial award
(if  any)  to  be  paid  to  such   Participant  (or  to  his  or  her  personal
representative)  for such Plan Year.  Payments  will be made in cash at the same
time as other awards to Participants are made for the same Plan Year.


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     4.1.3 Resignation or Discharge.  Unless otherwise  expressly  determined by
the Committee, if a Participant's  employment with the Company terminates during
a Plan Year by reason of resignation or discharge, then the Participant will not
be eligible for and shall forfeit any award under this Plan for that Plan Year.

     4.2  Payment  Options.  Generally,  awards  under this Plan will be made in
cash.  However,  the Committee reserves the right to declare any award, in whole
or in part, payable in restricted stock,  awarded under the terms of the 1985 or
1996  Stock  Option and Award Plan in an amount  equivalent  to the cash  amount
foregone with the restricted  stock valued at fair market value on the date that
the cash payment otherwise would have been made. Any restricted stock so awarded
shall  vest  ratably  in annual  increments  over a period of not more than four
years,  subject to  acceleration  for  termination  of employment  due to death,
Disability, Retirement and change in control.

     4.3 Beneficiaries.  Each Participant may designate,  in writing and on such
form as the  Company may  prescribe,  one or more  beneficiaries  to receive any
amount  that  is  payable  after  the  individual's  death.  In the  event  of a
Participant's  death,  any award  (whether  cash or  restricted  stock)  that is
payable to such  Participant  shall be paid to his or her beneficiary or, in the
event that no beneficiary has been designated, to his or her estate.

Section 5.  Administration

     5.1 Committee. The Plan shall be administered by the Committee.

     5.2 Rules  and  Interpretation.  The  Committee  shall be  vested  with all
discretion and authority as it deems  necessary or appropriate to administer the
Plan and to interpret the provisions of the Plan. Any determination, decision or
action of the Committee in  connection  with the  construction,  interpretation,
administration or application of the Plan shall be final, conclusive and binding
upon all persons.

     5.3 Records. The records of the Committee with respect to the Plan shall be
conclusive on all Participants and their beneficiaries and on all other persons.

     5.4 Tax  Withholding.  The Company  shall  withhold  all  applicable  taxes
required by law from any payment,  including any federal,  FICA, state and local
taxes.

Section 6.  General Provisions

     6.1  Nonassignability.  Prior to the time of any payment  under the Plan, a
Participant shall have no right by way of anticipation or otherwise to assign or
transfer any interest under this Plan.

     6.2  Employment  Rights/Participation.  The  establishment  and  subsequent
operation of the Plan,  including  eligibility  as a  Participant,  shall not be
construed as conferring  any legal or other rights upon any  Participant  or any
other individual for the continuation of his or her employment for any Plan Year
or any other period.  Subject to any written  employment  contract  signed by an
authorized  officer or director of the Company which  specifically  includes any
limitation on the Company's  right,  the Company  expressly  reserves the right,
which may be exercised at any time and without regard to when during a Plan Year
or other  accounting  period such exercise  occurs,  to discharge any individual
and/or treat him or her without regard to the effect which such treatment  might
have upon him or her as a Participant  in this Plan.  Being a Participant in any
one Plan Year does not  confer  any right to be named as a  Participant  for any
succeeding Plan Year.


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     6.3 No Individual  Liability.  No member of the Committee or the Board,  or
any officer of the Company,  shall be liable for any determination,  decision or
action  made in good faith with  respect to the Plan or any award made under the
Plan.

     6.4 Severability;  Governing Law. If any particular  provision of this Plan
is found to be invalid or  unenforceable,  such  provision  shall not affect the
other provisions of the Plan, but the Plan shall be construed in all respects as
if such invalid provision had been omitted.  The provisions of the Plan shall be
governed by and construed in accordance with the laws of the State of California
(with the exception of its conflict of laws provisions).

     6.5 Affiliates of the Company.  Requirements  referring to employment  with
the  Company or payment of awards can be  performed  through  the Company or any
affiliate of the Company.

Section 7.  Amendment and Termination

     7.1 Amendment and  Termination.  The Committee may  prospectively  amend or
terminate the Plan at any time and for any reason; provided,  however, that such
amendment shall not relieve the Company of its obligations under Section 7.2.

     7.2 Change in Control of the  Company.  In the event of a change in control
of the Company (as defined in the severance  agreements in effect at the time of
adoption  of this Plan  between the  Company  and  certain  executive  officers,
including Plan Participants, the "Agreements"),  and unless otherwise determined
by the  Committee  at the time  Target  Awards are set,  not later than the 20th
business  day  following  the date of such  event,  the  Company  shall pay each
Participant  an  award  that  is  the  greater  of (i) an  award  calculated  in
accordance  with  Section 3 above,  but using  (a) the  Participant's  Change in
Control  Target  Award  instead of his or her Target  Award,  and (b) the period
ending on the day immediately  prior to the day a change in control  occurred as
the last day of the fiscal year for purposes of determining  the  achievement of
the Performance Goals, or (ii) a pro rata amount of each Participant's Change in
Control  Target  Award for the Plan Year,  based upon the  portion of the fiscal
year that has elapsed as of the date of the change in control.