EXHIBIT 10.1
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                              EMPLOYMENT AGREEMENT
               

AGREEMENT by and between Transamerica  Corporation,  a Delaware corporation (the
"Company") and Frank C. Herringer (the "Executive"),  dated as of the 4th day of
November, 1997.

1. Employment Period. The Company hereby agrees to continue the Executive in its
employ,  and the Executive  hereby agrees to remain in the employ of the Company
subject to the terms and conditions of this Agreement, for the period commencing
on the date hereof and ending on December 31, 2001 (the "Employment Period").

2.  Terms of Employment.

        (a)  Position and Duties.

                (i) During the Employment  Period,  the Executive shall be Chief
Executive  Officer  of the  Company  and  Chairman  of the  Company's  Board  of
Directors and shall have such duties, responsibilities and authority as shall be
consistent  therewith.  The  Executive's  services  shall  be  performed  in San
Francisco, California, subject to reasonable travel requirements.

                (ii) During the Employment  Period, and excluding any periods of
vacation and sick leave or other approved  leaves of absence in accordance  with
established  policies of the Company to which the  Executive  is  entitled,  the
Executive  agrees to devote full attention and time during normal business hours
to the business and affairs of the Company and to use the Executive's reasonable
best efforts to perform faithfully and efficiently such responsibilities. During
the  Employment  Period it shall not be a violation  of this  Agreement  for the
Executive to (A) serve on corporate,  civic or charitable  boards or committees,
(B) deliver  lectures,  fulfill  speaking  engagements  or teach at  educational
institutions and (C) manage personal investments,  so long as such activities do
not   significantly   interfere  with  the   performance   of  the   Executive's
responsibilities  as  an  employee  of  the  Company  in  accordance  with  this
Agreement.

        (b)  Compensation.

                (i) Base Salary.  During the  Employment  Period,  the Executive
shall  receive an annual  base  salary  ("Annual  Base  Salary") of no less than
$975,000. The Annual Base Salary shall be paid in equal bi-monthly installments.
During the Employment  Period, the Annual Base Salary shall be reviewed at least
every 12 months.  Any increase in Annual Base Salary shall not serve to limit or
reduce any other  obligation to the Executive under this Agreement.  Annual Base
Salary  shall not be reduced  after any such  increase  and the term Annual Base
Salary as  utilized  in this  Agreement  shall refer to Annual Base Salary as so
increased.

                (ii)  Annual  Bonus.  In addition  to Annual  Base  Salary,  the
Executive shall have, for each fiscal year ending during the Employment  Period,
a target annual bonus pursuant to the Company's 1994 Value Added  Incentive Plan
or any  successor  thereto of no less than 100% of the  Executive's  Annual Base
Salary for such year (the "Target Bonus").  Each such Annual Bonus shall be paid
in cash or restricted  stock as determined  pursuant to the Company's 1994 Value
Added  Incentive Plan and shall be paid no later than the end of the third month
of the fiscal year next  following the fiscal year for which the Annual Bonus is
awarded,  unless  the  Executive  shall  elect to defer the  receipt of the cash
portion of such Annual Bonus.  Any deferral shall be subject to the terms of the
Transamerica Corporation Deferred Compensation Plan.


                (iii) Cash Long-Term Incentives. The Executive shall participate
in the Company's 1998 Cash  Long-Term  Incentive Plan on the same basis as other
senior  executives  of the Company and shall have a target award  thereunder  of
$3.2  million  (the  "Target  LTIP")  for  the  period  1998-1999  based  on the
achievement  of cumulative  value added  targets for the period  7/1/97  through
12/31/99 (the "Performance  Period").  Upon a "Change in Control" of the Company
as defined in the Agreement between the Company and the Executive dated July 11,
1997 (the "Existing Agreement"),  the Executive shall receive a lump sum payment
equal to the greater of (x)  $1,067,000,  and (y) $3.2 million  multiplied  by a
fraction,  the  numerator of which is the number of days from July 1, 1997 until
the date of the Change in Control and the  denominator of which is the number of
days in the Performance  Period.  Upon the Executive's death or Disability,  the
Executive or his estate,  as the case may be,  shall  receive a lump sum payment
equal to $3.2 million  multiplied  by a fraction,  the numerator of which is the
number  of days  from  July 1,  1997  until  the  Date  of  Termination  and the
denominator of which is the number of days in the Performance Period.

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                (iv) Stock  Options.  On the later of the date of  execution  of
this  Agreement or January 2, 1998, the Executive  shall be granted,  subject to
stockholder  approval,  a nonqualified stock option to acquire 645,000 shares of
the Company's  common stock,  pursuant to the Company's 1995  Performance  Stock
Option  Plan (the "1995  Plan")  with an  exercise  price of $150 per share (the
"$150 Option").  The $150 Option shall vest and become  immediately  exercisable
when (i) the Company's common stock closes at or above $150 as quoted in the New
York Stock Exchange  Composite  Transactions  Index published in The Wall Street
Journal for 10 out of any  consecutive  30 trading days occurring not later than
five years of the date of grant, and (ii) the Company's total shareholder return
(as determined by the Company's  Compensation  Committee) during any Measurement
Period (as defined below) is at or above the median level of shareholder  return
for  the  S&P  500  Financial  Index,  excluding  banks  and  savings  and  loan
institutions  (the  criteria  in (i)  and  (ii)  above  being  the  "Performance
Criteria"). Upon vesting, the $150 Option shall continue to be exercisable until
the tenth anniversary of the date of grant.  "Measurement Period" is initially a
period from the date of grant of the $150 Option, or if longer, the date that is
one year prior to the date on which the condition in (i) above is satisfied.  If
the  condition  in (ii) is not met  initially,  the  condition  shall be  tested
periodically  until  the  tenth  anniversary  of the  date of  grant of the $150
Option, as described in the Executive's award agreement.

                Upon the Executive's death or Disability,  the $150 Option shall
become vested and  exercisable  with respect to the following  number of shares:
645,000  multiplied by a fraction (the "Proration  Fraction"),  the numerator of
which is the number of days from the date of grant until the Date of Termination
and the  denominator of which is the number of days from the date of grant until
the fifth anniversary thereof, but only when and if the Performance Criteria are
met.

                The Executive shall be granted that number of TLSARs, within the
meaning of the 1995 Plan,  with respect to the $150 Option in the same manner as
for other participants under the 1995 Plan.  Notwithstanding the foregoing, if a
TLSAR  would  make a Change in Control  transaction  ineligible  for  pooling of
interests  accounting under APB No. 16 that but for the TLSAR would otherwise be
eligible  for such  accounting  treatment,  the  Compensation  Committee  of the
Company shall have the ability to  substitute  the cash payable  hereunder  with
stock with a fair market value equal to the cash that would otherwise be payable
hereunder.

                (v) Phantom  Restricted  Shares. On the later of January 2, 1998
or the first day of the Employment  Period,  the Executive  shall be credited on
the books of the Company with 105,000 Phantom Restricted Shares. In addition, on
each date on which  dividends or other  distributions  are paid on the Company's
common  stock,  the Executive  shall be credited  with an  additional  number of
Phantom  Restricted  Shares  equal to: (A) the fair market  value of the cash or
other  property  which  would have been paid on such date as a dividend or other
distribution if the Executive's  Phantom  Restricted Shares  (immediately  prior
to such  dividend  or distribution)  were actual shares of the Company's common 
stock,  divided  by (B) the Fair  Market Value on such  date of a  share of  the
Company's common stock.

                Except as otherwise  provided in this  Agreement,  the Executive
shall have a right to payment of (that is, the Executive shall become vested in)
the  Phantom  Restricted  Shares  credited  to him  only on the  last day of the
Employment  Period,  and only if his employment has not terminated prior to such
date.  If  prior  to the  last day of the  Employment  Period,  the  Executive's
employment is terminated due to Disability or death,  the Executive shall become
vested in a pro rata  portion of the  Phantom  Restricted  Shares,  based on the
elapsed  portion  of the  Employment  Period.  If  prior  to the last day of the
Employment Period, the Executive's  employment is voluntarily  terminated by him
for Good Reason or involuntarily terminated by the Company other than for Cause,
the  Executive  shall  become  vested  in a pro  rata  portion  of  the  Phantom
Restricted  Shares,  based on the  elapsed  portion  of the  Employment  Period,
provided  that for this  purpose  only,  the  Executive  shall be deemed to have
terminated  employment 12 months after his actual  termination date. If a Change
in Control occurs prior to the last day of the  Employment  Period and while the
Executive still is employed with the Company,  the Executive shall become vested
in a pro rata  portion of the Phantom  Restricted  Shares,  based on the elapsed
portion of the  Employment  Period.  If within 24 months  after  such  Change in
Control,  but  before the last day of the  Employment  Period,  the  Executive's
employment is  voluntarily  terminated  by him for Good Reason or  involuntarily
terminated  by the Company  other than for Cause,  the  Executive  shall  become
vested in the remaining unvested Phantom Restricted Shares  (notwithstanding the
third sentence of this paragraph).  In all cases, any Phantom  Restricted Shares
which are  credited  as a  dividend  or other  distribution  on  vested  Phantom
Restricted Shares also shall be immediately vested.

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                Pursuant to such  procedures as the  Committee may specify,  the
Executive  shall  elect the form for  payment of any vested  Phantom  Restricted
Shares and may designate  one or more  Beneficiaries  to receive  payment of any
vested, unpaid Shares which remain at the time of the Executive's death. Payment
of the Executive's  vested Phantom  Restricted Shares (if any) shall commence as
soon as  administratively  practicable  after the  Participant's  termination of
employment.  If,  pursuant to the  procedures  specified by the  Committee,  the
Executive  elected  to  receive  ten  annual  installments,  the  amount of each
installment  shall equal the value of the Phantom  Restricted Shares credited to
him  immediately  prior to the  payment,  divided by the number of  installments
remaining to be made. Each subsequent  annual  installment  shall be paid to the
Executive as near as  administratively  practicable  to each  anniversary of the
first installment payment.

                For purposes of this Agreement, "Phantom Restricted Share" means
an unfunded promise by the Company to make a cash payment to the Executive. Each
Phantom  Restricted  Share shall make the  Executive  only a general,  unsecured
creditor of the Company. On any date, the value of each Phantom Restricted Share
shall equal the Fair Market  Value of a share of the  Company's  common stock on
such date. For purposes of this Section  2(b)(v),  "Fair Market Value" means the
last  quoted  per share  selling  price for the  Company's  common  stock on the
relevant date, as quoted in the New York Stock Exchange  Composite  Transactions
Index  published in The Wall Street  Journal,  or if there were no sales on such
date, the last quoted selling price on the nearest day after the relevant date.

                All  provisions  of  this  Agreement  relating  to  the  Phantom
Restricted  Shares  shall be  administered  by the  Management  Development  and
Compensation  Committee of the Company's  Board of  Directors,  or any successor
thereto (the  "Committee").  The Committee  shall have all powers and discretion
necessary or appropriate to administer the Phantom Restricted Shares, including,
but  not by  way of  limitation,  the  discretionary  powers  to  interpret  and
determine  the meaning of any  provision  of this Section  2(b)(v).  The Phantom
Restricted  Shares are intended to be exempt from liability  under section 16(b)
of the  Securities  Exchange  Act of 1934,  as  amended,  pursuant to Rule 16b-3
promulgated thereunder. To the extent that any provision of this Section 2(b)(v)
or action by the Committee  fails to comply with Rule 16b-3,  it shall be deemed
null and void to the extent deemed advisable by the Committee,  provided it does
not adversely affect the rights of the Executive hereunder.

                In the  event  of  any  merger,  reorganization,  consolidation,
recapitalization,  separation,  liquidation,  stock  dividend,  split-up,  share
combination, or other change in the corporate structure of the Company affecting
the Company's  common stock (each,  an "Event"),  the Committee shall adjust the
number  and/or  value of the  Phantom  Restricted  Shares in such  manner as the
Committee (in its sole discretion)  shall determine to be appropriate to prevent
the  dilution  or  diminution  of  such  Phantom  Restricted  Shares.  Any  such
adjustment  shall be made by the Committee as constituted  immediately  prior to
the applicable Event.

                (vi)  Incentive,   Savings  and  Retirement  Plans.  During  the
Employment  Period,  the  Executive  shall be  eligible  to  participate  in all
incentive,  savings and  retirement  plans,  practices,  policies  and  programs
applicable  generally to other peer executives of the Company and its affiliated
companies.  

                (vii) Welfare Benefit Plans.  During the Employment  Period, the
Executive and/or the Executive's  family,  as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices,  policies  and  programs  provided by the Company and its  affiliated
companies  (including,  without  limitation,   medical,  prescription,   dental,
disability,  salary  continuance,  life insurance,  accidental  death and travel
accident  insurance  plans and programs) to the extent  applicable  generally to
other peer executives of the Company and its affiliated companies.

                (viii)  Expenses.  During the Employment  Period,  the Executive
shall be entitled to receive prompt  reimbursement  for all reasonable  business
expenses incurred by the Executive.

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                (ix)  Fringe  Benefits.   During  the  Employment   Period,  the
Executive shall be entitled to fringe benefits,  including,  without limitation,
tax and financial  planning services and an automobile of his choice and payment
of related expenses.

                (x) Vacation.  During the Employment Period, the Executive shall
be entitled to at least four weeks of paid vacation in each calendar year.

3.  Termination of Employment.

        (a) Death or Disability.  The  Executive's  employment  shall  terminate
automatically  upon the Executive's  death during the Employment  Period. If the
Company  determines  in good  faith that the  Disability  of the  Executive  has
occurred during the Employment  Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 10(b) of this  Agreement of its  intention to terminate the  Executive's
employment.  In such event,  the  Executive's  employment with the Company shall
terminate  effective  on the  30th  day  after  receipt  of such  notice  by the
Executive (the "Disability  Effective Date"),  provided that, within the 30 days
after  such  receipt,  the  Executive  shall  not  have  returned  to  full-time
performance  of  the  Executive's   duties.  For  purposes  of  this  Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time  basis for 180  consecutive  business  days as a
result of incapacity due to mental or physical illness which is determined to be
total and  permanent by a physician  selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.

        (b) Cause. The Company may terminate the Executive's  employment  during
the Employment  Period for Cause. For purposes of this Agreement,  "Cause" shall
mean:

                 (i) the  willful  and  continued  failure of the  Executive  to
        perform  substantially the Executive's duties with the Company or one of
        its affiliates  (other than any such failure  resulting from  incapacity
        due  to  physical  or  mental  illness),  after  a  written  demand  for
        substantial performance is delivered to the Executive by the Board which
        specifically  identifies the manner in which the Board believes that the
        Executive has not substantially performed the Executive's duties, or

                (ii) the willful engaging by the Executive in illegal conduct or
        gross  misconduct,  which in either case is materially and  demonstrably
        injurious to the Company.

                    For purposes of this provision, no act or failure to act, on
        the part of the Executive,  shall be considered  "willful"  unless it is
        done,  or omitted to be done,  by the  Executive in bad faith or without
        reasonable  belief that the  Executive's  action or omission  was in the
        best  interests of the Company.  Any act, or failure to act,  based upon
        authority  given  pursuant to a resolution  duly adopted by the Board or
        based upon the advice of counsel for the Company  shall be  conclusively
        presumed to be done,  or omitted to be done,  by the  Executive  in good
        faith  and in the  best  interests  of the  Company.  The  cessation  of
        employment of the  Executive  shall not be deemed to be for Cause unless
        and until there shall have been  delivered to the  Executive a copy of a
        resolution  duly  adopted by the  affirmative  vote of a majority of the
        entire membership of the Board at a meeting of the Board called and held
        for such purpose (after  reasonable  notice is provided to the Executive
        and the Executive is given an opportunity,  together with counsel, to be
        heard before the Board),  finding that, in the good faith opinion of the
        Board, the Executive is guilty of the conduct  described in subparagraph
        (i) or (ii) above, and specifying the particulars thereof in detail.


        (c) Good Reason.  The  Executive's  employment  may be terminated by the
Executive for Good Reason.  For purposes of this Agreement,  "Good Reason" shall
mean:

                 (i) the assignment to the Executive of any duties  inconsistent
        with the Executive's  position  (including status,  offices,  titles and
        reporting  requirements),   authority,  duties  or  responsibilities  as
        contemplated by Section 2(a) of this  Agreement,  or any other action by
        the Company which results in a diminution in such  position,  authority,
        duties or  responsibilities,  excluding  for this  purpose an  isolated,
        insubstantial and inadvertent action not taken in bad faith and which is
        remedied by the Company  promptly  after receipt of notice thereof given
        by the  Executive or requiring  the  Executive to be based at a location
        other than that set forth in Section 2(a);

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                 (ii) any  failure  by the  Company  to  comply  with any of the
        provisions  of Section 2(b) of this  Agreement,  other than an isolated,
        insubstantial  and  inadvertent  failure not  occurring in bad faith and
        which is  remedied  by the  Company  promptly  after  receipt  of notice
        thereof given by the Executive;

                 (iii)  any  purported   termination   by  the  Company  of  the
        Executive's  employment  otherwise  than as expressly  permitted by this
        Agreement; or

                 (iv) any  failure  by the  Company to comply  with and  satisfy
        Section 9(c) of this Agreement.

                     For  purposes  of  this  Section   3(c),   any  good  faith
        determination   of  "Good  Reason"  made  by  the  Executive   shall  be
        conclusive.

        (d) Notice of Termination.  Any termination by the Company for Cause, or
by the Executive for Good Reason, shall be communicated by Notice of Termination
to the  other  party  hereto  given in  accordance  with  Section  10(b) of this
Agreement.  For purposes of this Agreement,  a "Notice of  Termination"  means a
written  notice which (i) indicates the specific  termination  provision in this
Agreement relied upon, (ii) to the extent  applicable,  sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the  Executive's  employment  under the  provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such  notice).  The  failure  by the  Executive  or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes  to a showing of Good  Reason or Cause  shall not waive any right of
the Executive or the Company, respectively,  hereunder or preclude the Executive
or the  Company,  respectively,  from  asserting  such fact or  circumstance  in
enforcing the Executive's or the Company's rights hereunder.

        (e)  Date  of  Termination.  "Date  of  Termination"  means  (i)  if the
Executive's  employment  is  terminated  by the  Company  for  Cause,  or by the
Executive for Good Reason,  the date of receipt of the Notice of  Termination or
any later date specified  therein,  as the case may be, (ii) if the  Executive's
employment is terminated by the Company other than for Cause or Disability,  the
Date of  Termination  shall  be the  date on  which  the  Company  notifies  the
Executive  of such  termination  and  (iii)  if the  Executive's  employment  is
terminated by reason of death or Disability,  the Date of  Termination  shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

4. Obligations of the Company upon Termination.

        (a) Good Reason;  Other Than for Cause, Death or Disability.  If, during
the Employment  Period,  the Company shall terminate the Executive's  employment
other than for Cause,  Death or  Disability  or the  Executive  shall  terminate
employment for Good Reason:

                (i) the Company shall pay to the Executive the following 
        amounts:

                         A. a lump  sum in  cash  equal  to the  sum of (1)  the
                Executive's  Annual Base Salary  through the Date of Termination
                to the extent not  theretofore  paid, (2) the product of (x) the
                Target Bonus and (y) a fraction,  the  numerator of which is the
                number of days in the current  fiscal  year  through the Date of
                Termination,  and the  denominator  of  which is 365 and (3) any
                compensation previously deferred by the Executive (together with
                any  accrued  interest  or  earnings  thereon)  and any  accrued
                vacation  pay, in each case to the extent not  theretofore  paid
                (the sum of the amounts  described in clauses (1),  (2), and (3)
                shall be hereinafter referred to as the "Accrued  Obligations");
                and

                         B. the amount (the  "Severance  Payment")  equal to the
                product  of (1)  three  and (2)  the sum of (x) the  Executive's
                Annual Base Salary and (y) the Target Bonus,  which amount shall
                be paid in 36 equal monthly  installments,  unless the Executive
                has  previously  elected to receive a lump sum  payment in which
                case the Severance Payment shall be paid in a lump sum within 10
                days of the Date of  Termination  and shall be discounted at the
                applicable  federal rate as defined in Section  7872(f)(2)(A) of
                the Internal Revenue Code of 1986, as amended; and

                (ii) all stock options,  restricted stock and other  stock-based
        compensation shall become immediately exercisable or vested, as the case
        may be, and will continue to be  exercisable  over the remaining term of
        the respective option;

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                (iii) for three years after the Executive's Date of Termination,
        or such longer period as may be provided by the terms of the appropriate
        plan,  program,  practice or policy, the Company shall continue benefits
        to the Executive  and/or the Executive's  family at least equal to those
        which  would have been  provided to them in  accordance  with the plans,
        programs,  practices and policies described in Section 2(b)(vii) of this
        Agreement if the  Executive's  employment had not been terminated or, if
        more  favorable  to the  Executive,  as in effect  generally at any time
        thereafter  with respect to other peer executives of the Company and its
        affiliated companies and their families,  provided, however, that if the
        Executive  becomes  reemployed with another  employer and is eligible to
        receive  medical  or  other  welfare  benefits  under  another  employer
        provided plan, the medical and other welfare  benefits  described herein
        shall be secondary to those  provided  under such other plan during such
        applicable   period  of   eligibility.   For  purposes  of   determining
        eligibility  (but  not the  time of  commencement  of  benefits)  of the
        Executive  for  retiree  benefits  pursuant  to such  plans,  practices,
        programs  and  policies,  the  Executive  shall  be  considered  to have
        remained employed until three years after the Date of Termination and to
        have retired on the last day of such  period,  thereby  accumulating  36
        additional months of age and 36 additional months of service credit; and

                (iv) to the extent not theretofore paid or provided, the Company
        shall  timely  pay or  provide  to the  Executive  any other  amounts or
        benefits  required  to be paid or  provided  or which the  Executive  is
        entitled  to receive  under any plan,  program,  policy or  practice  or
        contract or agreement of the Company and its affiliated  companies (such
        other  amounts  and  benefits  shall be  hereinafter  referred to as the
        "Other Benefits").

        (b) Death. If the Executive's  employment is terminated by reason of the
Executive's death during the Employment  Period,  this Agreement shall terminate
without further obligations to the Executive's legal  representatives under this
Agreement,  other than for payment of (i) Accrued  Obligations,  (ii) the timely
payment or  provision  of Other  Benefits  and (iii) such other  payments as are
specifically  provided for hereunder.  Accrued  Obligations shall be paid to the
Executive's estate or beneficiary,  as applicable,  in a lump sum in cash within
30 days of the Date of Termination.

        (c) Disability. If the Executive's employment is terminated by reason of
the Executive's  Disability during the Employment  Period,  this Agreement shall
terminate without further  obligations to the Executive,  other than for payment
of (i)  Accrued  Obligations,  (ii) the  timely  payment or  provision  of Other
Benefits  and  (iii)  such  other  payments  as are  specifically  provided  for
hereunder.  Accrued  Obligations shall be paid to the Executive in a lump sum in
cash within 30 days of the Date of Termination.

        (d) Cause;  Other than for Good Reason.  If the  Executive's  employment
shall be terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the  Executive  (x)  his  Annual  Base  Salary  through  the  Date  of
Termination,  (y) the  amount of any  compensation  previously  deferred  by the
Executive,  and (z)  Other  Benefits,  in each  case to the  extent  theretofore
unpaid. If the Executive voluntarily terminates employment during the Employment
Period,  excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all Accrued
Obligations  shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.

5.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any plan, program,  policy
or practice  provided by the Company or any of its affiliated  companies and for
which the  Executive  may qualify nor shall  anything  herein limit or otherwise
affect such rights as the  Executive  may have under any  contract or  agreement
with the Company or any of its  affiliated  companies.  Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy,  practice or program of or any contract or agreement with the Company or
any of its  affiliated  companies at or  subsequent  to the Date of  Termination
shall be payable in accordance  with such plan,  policy,  practice or program or
contract or agreement except as explicitly modified by this Agreement.

6. Full Settlement.  The Company's  obligation to make the payments provided for
in this Agreement and otherwise to perform its  obligations  hereunder shall not
be affected by any set-off,  counterclaim,  recoupment,  defense or other claim,
right or action which the Company may have against the  Executive or others.  In
no event shall the  Executive be obligated to seek other  employment or take any
other action by way of mitigation of the amounts  payable to the Executive under
any of the  provisions  of this  Agreement and such amounts shall not be reduced
whether or not the Executive obtains other employment. The Company agrees to pay
as  incurred,  to the full extent  permitted by law, all legal fees and expenses

<PAGE>


Page 7 


which the Executive may reasonably incur as a result of any contest  (regardless
of the outcome thereof) by the Company,  the Executive or others of the validity
or enforceability of, or liability under, any provision of this Agreement or any
guarantee of  performance  thereof  (including as a result of any contest by the
Executive about the amount of any payment pursuant to this  Agreement),  plus in
each case  interest  on any  delayed  payment  at the  applicable  Federal  rate
provided for in Section  7872(f)(2)(A)  of the Internal Revenue Code of 1986, as
amended (the "Code"); provided that the Company shall have no such obligation if
it is  determined by a court that the Company was not in breach of the Agreement
and that the Executive's claims were not made in good faith.

7. Coordination with Existing Agreement.  Upon a Change in Control, the terms of
the  Existing  Agreement  shall  supersede  this  Agreement  provided  that  the
provisions of Section 2(b)(iii),  (iv), (v), Section 4(a)(ii), Section 4(b)(iii)
and Section 4(c)(iii) shall continue in full force and effect.

8. Confidential  Information.  The Executive shall hold in a fiduciary  capacity
for the benefit of the Company all secret or confidential information, knowledge
or data relating to the Company or any of its  affiliated  companies,  and their
respective  businesses,  which shall have been obtained by the Executive  during
the Executive's employment by the Company or any of its affiliated companies and
which  shall  not be or  become  public  knowledge  (other  than  by acts by the
Executive or  representatives  of the Executive in violation of this Agreement).
After termination of the Executive's  employment with the Company, the Executive
shall not,  without the prior written consent of the Company or as may otherwise
be  required  by  law  or  legal  process,   communicate  or  divulge  any  such
information,  knowledge  or data to  anyone  other  than the  Company  and those
designated by it. In no event shall an asserted  violation of the  provisions of
this Section 10  constitute a basis for  deferring  or  withholding  any amounts
otherwise payable to the Executive under this Agreement.

9.  Successors.

        (a) This  Agreement is personal to the  Executive  and without the prior
written  consent  of the  Company  shall  not  be  assignable  by the  Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives.

        (b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

        (c) The Company will require any successor  (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the  business  and/or  assets of the  Company to assume  expressly  and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company would be required to perform it if no such  succession  had taken place.
As used in this  Agreement,  "Company"  shall mean the  Company as  hereinbefore
defined and any  successor to its  business  and/or  assets as  aforesaid  which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

10.  Miscellaneous.

        (a) This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware,  without  reference to principles of conflict
of laws. The captions of this  Agreement are not part of the  provisions  hereof
and shall have no force or effect. This Agreement may not be amended or modified
otherwise  than by a written  agreement  executed by the parties hereto or their
respective successors and legal representatives.

        (b) All notices and other  communications  hereunder shall be in writing
and shall be given by hand  delivery  to the  other  party or by  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:


                If to the Executive:

                         90 Sea View Avenue
                         Piedmont, California  94611


                If to the Company:

                         Transamerica Pyramid
                         600 Montgomery Street
                         San Francisco, California  94111

                         Attention:  General Counsel

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

<PAGE>


Page 8  


        (c)  The  invalidity  or  unenforceability  of  any  provision  of  this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

        (d) The  Company  may  withhold  from any  amounts  payable  under  this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

        (e) The  Executive's  or the  Company's  failure to insist  upon  strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including,   without  limitation,  the  right  of  the  Executive  to  terminate
employment for Good Reason  pursuant to Section  3(c)(i)-(iv) of this Agreement,
shall  not be  deemed  to be a waiver  of such  provision  or right or any other
provision or right of this Agreement.

        IN WITNESS WHEREOF,  the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors,  the Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.

                                                    FRANK C. HERRINGER



                                                    /s/ Frank C. Herringer
                                                    




                                                    TRANSAMERICA CORPORATION



                                                    By  /s/ Peter V. Ueberroth
                                                    
                                                    PETER V. UEBERROTH
                                                    CHAIRMAN,
                                                    MANAGEMENT DEVELOPMENT 
                                                    AND COMPENSATION COMMITTEE