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                                                               EXHIBIT 10.5

      FORM OF $150 NONQUALIFIED STOCK OPTION AGREEMENT GRANTED WITH TANDEM
             LIMITED STOCK APPRECIATION RIGHT UNDER THE REGISTRANT'S
                        1996 STOCK OPTION AND AWARD PLAN


                            TRANSAMERICA CORPORATION
                       NONQUALIFIED STOCK OPTION AGREEMENT

                  Transamerica  Corporation  (the "Company")  hereby grants you,
[NAME OF  EMPLOYEE]  (the  "Employee"),  a  nonqualified  stock option under the
Company's 1996 Stock Option and Award Plan (the "Plan"),  to purchase  shares of
common  stock of the Company  ("Shares").  The date of this  Agreement is [DATE]
(the "Grant Date"). In general, the latest date this option will expire is [DATE
10 YEARS FROM GRANT  DATE] (the  "Expiration  Date").  However,  as  provided in
Appendix A (attached hereto), this option may expire earlier than the Expiration
Date.  Subject to the  provisions  of Appendix A and of the Plan,  the principal
features of this option are as follows:

Maximum Number of Shares
Purchasable with this Option: [NUMBER]      Purchase Price per Share:  $150.00
----------------------------                ------------------------ 

Scheduled Vesting Date:       The first date  on which  both of  the  following 
                              have occurred:(a) the tenth trading day (occurring
                              within  a  period of 30  consecutive  trading days
                              before [DATE 5 YEARS AND ONE DAY FROM GRANT DATE])
                              on  which the Fair  Market Value of a  Share is at
                              least  $150,  and  (b)  as   determined   in   the
                              discretion of the Committee, the  Company's  total
                              shareholder  return  equals or exceeds the  median
                              level of  shareholder  return for a  subset of the
                              S&P 500  Financial  Index  during the  period from
                              [GRANT DATE] to the tenth trading day in (a)  plus
                              any days thereafter until such median level is met
                              or, if such period is less  than one  year, during
                              the one-year  period that  begins  prior to [GRANT
                              DATE] and ends on the tenth  trading day in (a) or
                              any day thereafter until such median level is  met
                              (if it is met during such one-year period).

Event Triggering Termination of Option            Maximum Time to Exercise After
                                                             Triggering Event*
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
Termination of Employment within 1 year after a Change
    of Control for 1 year a reason other than Disability,
    Early or Normal Retirement or death
Failure of Option to Vest                                       None

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

                  Your   signature    below   indicates   your   agreement   and
understanding  that this  option 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 option 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 OPTION.

TRANSAMERICA CORPORATION                      EMPLOYEE


By____________________________                __________________________
Title:                                        [NAME]



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                                   APPENDIX A

               TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

                  1. Grant of Option.  The Company hereby grants to the Employee
under the Plan, 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
nonqualified stock option to purchase,  on the terms and conditions set forth in
this Agreement and the Plan, all or any part of an aggregate of [NUMBER] Shares.
The option granted hereby is not intended to be an Incentive Stock Option within
the meaning of Section 422 of the Code.

                  2.  Exercise Price.   The purchase  price per  Share for  this
option (the "Exercise Price") shall be $150.00.
                      
                  3. Number of Shares.  The number and class of Shares specified
in Paragraph 1 above,  the Exercise Price and/or the Fair Market Value specified
in Paragraph 4 below, 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 (the "Applicable Committee") and shall
be designed so that if the Employee (or any  beneficiary)  exercises this option
after an Event,  he or she shall receive (upon payment of the Exercise Price for
each Share  exercised) the securities and any other property (other than regular
cash dividends) which the Employee (or beneficiary)  would have been entitled to
had he or she  instead  acquired  the  Shares  on the  Grant  Date and held them
through the date of exercise.  Notwithstanding the preceding,  (a) the number of
Shares  subject to this option  always shall be a whole  number,  and (b) if the
Applicable  Committee  determines  that  the  delivery  of  securities  or other
property  (other than  Shares)  from any such  adjustment  would create an undue
burden or expense,  the Employee (or  beneficiary)  instead shall receive a lump
sum cash payment equal to the fair market value (as determined by the Applicable
Committee) of such securities or other property.

                  4. Vesting  Schedule.  The right to exercise  this option will
vest as to 100% of the Shares  specified  in Paragraph 1 above on the first date
on which both of the following  conditions  shall have been  satisfied:  (a) the
tenth trading day (occurring within a period of 30 consecutive  trading days) on
which  the Fair  Market  Value of a Share is at  least  $150.00,  provided  that
vesting will occur only if such tenth trading day occurs on or before [DATE FIVE
YEARS FROM GRANT DATE], and (b) the Company's total  shareholder  return (change
in  share  price  plus  reinvestment  of any  dividends,  as  determined  in the
discretion of the  Committee)  equals or exceeds the median level of shareholder
return for a subset of the  Standard & Poor's  ("S&P") 500  Financial  Index (as
determined  in the  discretion of the  Committee)  during the period from [GRANT
DATE] to the tenth trading day in (a) plus any days thereafter until such median
level is met or,  if such  period is less than one  year,  during  the  one-year
period that begins  prior to [GRANT  DATE] and ends on the tenth  trading day in
(a) or any day  thereafter  until such median  level is met (if it is met during
such one-year period).  However, on any scheduled vesting date, vesting actually
will  occur  only  if  the   Employee   remains  an   Employee   on  such  date.
Notwithstanding  the foregoing,  in the event of the  Employee's  Termination of
Employment due to Early Retirement, Normal Retirement,  Disability or death, (i)
if the right to exercise any particular  Shares would have vested within six (6)
months after such  Termination  of  Employment  (had the Employee not incurred a
Termination of Employment),  then the right to exercise such Shares will vest on
the date that such right otherwise  would have vested,  and (ii) if the right to
exercise any particular  Shares would have vested more than six (6) months after
such  Termination of Employment  (had the Employee not incurred a Termination of
Employment),  then the right to  exercise a portion of such  Shares 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 Option.  Except as  provided in the fourth
sentence of this  Paragraph  5, in the event of the  Employee's  Termination  of
Employment for any reason other than Early or Normal  Retirement,  Disability or
death,  the  Employee  may,  within  three  (3)  months  after  the date of such
Termination,  or prior to the  Expiration  Date,  whichever  shall first  occur,
exercise any vested but unexercised  portion of this option. 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 any vested but unexercised portion
of this option. 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 any vested but unexercised portion of this option. In the event
of the Employee's  Termination  of Employment  within one year after a Change of
Control  for any reason  other than Early or Normal  Retirement,  Disability  or
death, the Employee may, within one (1) year after the date of such Termination,
or prior to the  Expiration  Date,  whichever  shall first  occur,  exercise any
vested but unexercised  portion of this option.  In addition,  this option shall
terminate  (a) on the first  date on which  the  option  no  longer  may  become
exercisable  pursuant to Paragraph 4 above,  or (b) upon  exercise of the tandem
limited stock  appreciation  right (the  "TLSAR")  granted with this option (but
only to the extent  provided  in the  following  sentence).  For each Share with
respect to which the TLSAR is exercised,  the right to exercise  [NUMBER] of the
Shares  subject to this option 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  option  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 option in  accordance  with the  provisions of
Paragraph 5 above, the Employee's designated  beneficiary,  or if no beneficiary
survives the Employee,  the administrator or executor of the Employee's  estate,
may,  within  three (3) years after the date of death,  exercise  any vested but
unexercised  portion of the option. Any such transferee must furnish the Company
(a)  written  notice  of  his  or  her  status  as a  transferee,  (b)  evidence
satisfactory  to the Company to  establish  the validity of the transfer of this
option and compliance with any laws or regulations  pertaining to such transfer,
and (c) written  acceptance  of the terms and  conditions  of this option as set
forth in this Agreement.

                  7. Persons Eligible to Exercise  Option.  This option shall be
exercisable during the Employee's lifetime only by the Employee.  This option is
not  transferable,  except that the Employee  may transfer  this option (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.

                  8.  Exercise of Option.  This option may be  exercised  by the
person then  entitled to do so as to any Shares which may then be purchased  (a)
by giving  written notice of exercise to the Secretary of the Company (or his or
her  designee),  specifying  the  number  of full  Shares  to be  purchased  and
accompanied  by full payment of the Exercise Price (and the amount of any income
tax the Company is required by law to withhold by reason of such exercise),  and
(b) by giving  satisfactory  assurances  in writing if requested by the Company,
signed by the person exercising the option, that the Shares to be purchased upon
such  exercise are being  purchased  for  investment  and not with a view to the
distribution thereof.

                  9.  Suspension of  Exercisability.  If at any time the Company
shall  determine,  in  its  discretion,   that  the  listing,   registration  or
qualification  of the Shares upon any securities  exchange or under any state or
federal  law,  or  the  consent  or  approval  of  any  governmental  regulatory
authority,  is  necessary  or desirable as a condition of the purchase of Shares
hereunder,  this option may not be  exercised,  in whole or in part,  unless and
until such listing, registration,  qualification, consent or approval shall have
been effected or obtained free of any  conditions not acceptable to the Company.
The Company shall make reasonable  efforts to meet the  requirements of any such
state or federal law or  securities  exchange  and to obtain any such consent or
approval of any such governmental authority.

                  10. 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 option,  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).

                  11. No Effect on Employment.  The Employee's  employment  with
the Company and its  Affiliates  is on an at-will basis only.  Accordingly,  the
terms of the Employee's  employment with the Company and its Affiliates shall be
determined  from time to time by the  Company  or the  Affiliate  employing  the
Employee (as the case may be), and the Company or the  Affiliate  shall have the
right, which is hereby expressly  reserved,  to terminate or change the terms of
the  employment of the Employee at any time for any reason  whatsoever,  with or
without good cause.  For purposes of this Agreement,  the transfer of employment
of the Employee  between the Company and any one of its  Affiliates  (or between
Affiliates) shall not be deemed a Termination of Employment.

                  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. Option is Not Transferable.  Except as otherwise  provided
in Paragraphs 6 and 7 above, this option 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 option, or of
any right or privilege  conferred  hereby,  or upon any attempted sale under any
execution,  attachment  or  similar  process,  this  option  and the  rights and
privileges conferred hereby immediately shall become null and void.

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

                  15.  Binding  Agreement.  Subject  to  the  limitation  on the
transferability of this option contained herein, 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. The Exercise Price for this option
must be paid in the legal  tender of the United  States  or, in the  Committee's
sole discretion,  in Shares. Exercise of this option will not be permitted until
satisfactory  arrangements  have been made for the  payment  of the  appropriate
amount of withholding taxes (as determined by the Company).

                  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.