SEPARATE ACCOUNT VUL 2 OF TRANSAMERICA OCCIDENTAL LIFE INS, S-6, 1998-09-10

SEPARATE ACCOUNT VUL 2 OF TRANSAMERICA OCCIDENTAL LIFE INS
S-6, 1998-09-10

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As filed with the Securities
and Exchange Commission on
September 8, 1998
Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

INITIAL REGISTRATION STATEMENT

TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-2 OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

(Exact Name of Registrant)

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
1150 SOUTH OLIVE STREET
LOS ANGELES, CA 90015
(Address of Principal Executive Office)

Name and Address of Agent for Service: Copies to:
James W. Dederer, Esq. Frederick R. Bellamy, Esq.
Executive Vice President, General Counsel Sutherland, Asbill & Brennan LLP
and Corporate Secretary 1275 Pennsylvania Avenue, N. W.
Transamerica Occidental Life Insurance Company Washington, D.C. 20004
1150 South Olive Street
Los Angeles, CA 90015

It is proposed that this filing will become
effective:

_____immediately upon filing pursuant to
paragraph (b) _____On (________)pursuant to
paragraph (b) _____60 days after filing
pursuant to paragraph (a)(1) _____On (date)
pursuant to paragraph (a)(1) _____On (date)
pursuant to paragraph (a)(2) of Rule 485

Title of securities being registered: Modified Single Payment
Variable Life Insurance Contracts.

Approximate date of proposed public offering: as soon as
practicable after the effective date of the Registration
Statement.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
shall determine.

<PAGE>

RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8b-2 AND THE PROSPECTUS

Item No. of
Form N-8b-2 Caption in Prospectus
- - ----------- ---------------------
1 ........................... Cover Page
2 ........................... Cover Page
3 ........................... Not Applicable
4 ........................... Distribution

5 ........................... The Company, The Separate Account
6 ........................... The Separate Account
7 ........................... Not Applicable
8 ........................... Not Applicable
9 ........................... Legal Proceedings
10........................... Summary; Description of the Company, Variable

Account, and Underlying Funds; The Contract;
Contract Termination and Reinstatement; Other
Contract Provisions
11 ........................... Summary; The Trust; VIP; T. Rowe Price;
Investment Objectives and Policies
12 ........................... Summary; The Trust; VIP; T. Rowe Price;
13 ........................... Summary; The Trust; VIP;
Investment Advisory Services to VIP;
Investment Advisory Services to the Trust;
Investment Advisory Services to
Charges and Deductions
14 ........................... Summary; Application for a Contract
15 ........................... Summary; Application for a Contract; Premium
Payments; Allocation of Net Premiums

16 ........................... The Separate Account; The Trust;
Allocation of Net Premiums

17 ........................... Summary; Surrender; Partial Withdrawal;
Charges and Deductions; Contract Termination
and Reinstatement

18 ........................... The Separate Account; The Trust;
Premium Payments

19 ........................... Reports; Voting Rights
20 ........................... Not Applicable
21 ........................... Summary; Contract Loans; Other Contract
Provisions
22 ........................... Other Contract Provisions
23 ........................... Not Required
24 ........................... Other Contract Provisions
25 ........................... Allmerica Financial
26 ........................... Not Applicable
27 ........................... The Company
28 ........................... Directors and Principal Officers
29 ........................... The Company
30 ........................... Not Applicable
31 ........................... Not Applicable
32 ........................... Not Applicable
33 ........................... Not Applicable
34 ........................... Not Applicable
35 ........................... Distribution
36 ........................... Not Applicable
37 ........................... Not Applicable
38 ........................... Summary; Distribution
39 ........................... Summary; Distribution
40 ........................... Not Applicable
41 ........................... The Company; Distribution
42 ........................... Not Applicable
43 ........................... Not Applicable
44 ........................... Premium Payments; Contract Value and Cash
Surrender Value
45 ........................... Not Applicable
46 ........................... Contract Value and Cash Surrender Value;
Federal Tax Considerations

47 ........................... The Company
48 ........................... Not Applicable
49 ........................... Not Applicable
50 ........................... The Separate Account

51 ........................... Cover Page; Summary; Charges and Deductions;
The Contract; Contract Termination and
Reinstatement; Other Contract Provisions
52 ........................... Addition, Deletion or Substitution of
Investments
53 ........................... Federal Tax Considerations
54 ........................... Not Applicable
55 ........................... Not Applicable
56 ........................... Not Applicable
57 ........................... Not Applicable
58 ........................... Not Applicable
59 ........................... Not Applicable

<PAGE>

MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACTS
FUNDED THROUGH TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-2
OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

Transamerica Occidental Life Separate Account VUL-2 ("Separate Account") is a
separate investment account of Transamerica Occidental Life Insurance Company
("Transamerica"). Transamerica issues the modified single payment variable life
insurance contracts ("Contracts") described in this prospectus.

You may direct your payments, as well as any value accumulated under the
Contract, among sub-accounts of the Separate Account or to the Fixed Account, or
to both. At any time, you may have value in up to twenty (20) sub-accounts plus
the Fixed Account. The money you place in each sub-account will be invested
solely in a corresponding mutual fund investment portfolio ("portfolio"). The
value of each sub-account will vary in accordance with the investment
performance of the portfolio in which that sub-account invests. You bear the
entire investment risk for all assets you place in the sub-accounts. This means
that, depending on market conditions, the amount you invest in the sub-accounts
may increase or decrease. Currently, you may choose among the following
sub-accounts:

AIM V. I. Capital Appreciation MFS VIT Research
AIM V. I. Growth & Income Morgan Stanley UF Fixed Income
AIM V. I. International Equity Morgan Stanley UF High Yield
Alger American Income & Growth Morgan Stanley UF International Magnum
Alliance VPF Growth & Income OCC Accumulation Trust Managed
Alliance VPF Premier Growth OCC Accumulation Trust Small Cap
Dreyfus VIF Capital Appreciation Transamerica VIF Aggressive Growth
Dreyfus VIF Small Cap Transamerica VIF Balanced
Janus Aspen Balanced Transamerica VIF Growth Portfolio
Janus Aspen Worldwide Growth Transamerica VIF Money Market
MFS VIT Emerging Growth Transamerica VIF Small Company
MFS VIT Growth with Income Transamerica VIF Value

Contract Owners may, within limits, choose the amount of initial payment and
vary the frequency and amount of future payments. The Contract allows partial
withdrawals and full surrender of the Contract's surrender value, within limits.
The Contracts are not suitable for short-term investment because of the
substantial nature of the surrender charge.

IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH THE
CONTRACT. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY
CURRENT PROSPECTUSES OF EACH OF THE PORTFOLIOS. THE SECURITIES
AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THE CONTRACTS ARE OBLIGATIONS OF TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY AND ARE DISTRIBUTED BY TRANSAMERICA SECURITIES
SALES CORPORATION. THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR CREDIT UNION. THE
POLICIES ARE NOT INSURED BY THE U. S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION (FDIC), OR ANY OTHER FEDERAL
AGENCY. INVESTMENTS IN THE CONTRACTS ARE SUBJECT TO VARIOUS
RISKS, INCLUDING THE FLUCTUATION OF VALUE AND POSSIBLE LOSS OF
PRINCIPAL.

THIS PROSPECTUS SETS FORTH THE INFORMATION YOU SHOULD KNOW BEFORE
DECIDING TO PURCHASE A CONTRACT. YOU SHOULD RETAIN THIS
PROSPECTUS FOR FUTURE REFERENCE. THIS PROSPECTUS MUST BE
ACCOMPANIED OR PRECEDED BY CURRENT PROSPECTUSES FOR THE
PORTFOLIOS. THE PORTFOLIO PROSPECTUSES SHOULD BE READ IN
CONJUNCTION WITH THIS PROSPECTUS.

Each Contract is a "modified endowment contract" for federal income tax
purposes, except in certain circumstances described in "FEDERAL TAX
CONSIDERATIONS." A loan, distribution or other amounts received from a modified
endowment contract during the life of the Insured will be taxed to the extent of
accumulated income in the Contract. Death benefits under a modified endowment
contract, however, are generally not subject to federal income tax. See "FEDERAL
TAX CONSIDERATIONS."

<PAGE>

TABLE OF CONTENTS

SPECIAL TERMS............................................................
SUMMARY..................................................................
PERFORMANCE INFORMATION..................................................
DESCRIPTION OF THE COMPANY, SEPARATE ACCOUNT, AND UNDERLYING FUNDS.......
INVESTMENT OBJECTIVES AND POLICIES.......................................
INVESTMENT ADVISORY SERVICES.............................................
THE CONTRACT.............................................................

Applying for a Contract............................................
Free Look Period...................................................
Conversion Privilege...............................................
Payments...........................................................
Allocation of Payments.............................................
Transfer Privilege.................................................
Death Benefit......................................................
Guaranteed Death Benefit Rider.....................................
Contract Value.....................................................
Payment Options....................................................
Optional Insurance Benefits........................................
Surrender..........................................................
Partial Withdrawal.................................................
CHARGES AND DEDUCTIONS...................................................
Monthly Deductions.................................................
Daily Deductions...................................................
Surrender Charge...................................................
Partial Withdrawal Costs...........................................
Transfer Charges...................................................
CONTRACT LOANS...........................................................
CONTRACT TERMINATION AND REINSTATEMENT...................................
OTHER CONTRACT PROVISIONS................................................
FEDERAL TAX CONSIDERATIONS...............................................

The Company and The Separate Account...............................
Taxation of The Contracts..........................................

VOTING RIGHTS............................................................
DIRECTORS AND PRINCIPAL OFFICERS.........................................
DISTRIBUTION.............................................................
REPORTS..................................................................
SERVICES.................................................................
LEGAL PROCEEDINGS........................................................
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........................
FURTHER INFORMATION......................................................
MORE INFORMATION ABOUT THE FIXED ACCOUNT.................................
INDEPENDENT ACCOUNTANTS..................................................
FINANCIAL STATEMENTS.....................................................
UNAUDITED FINANCIAL STATEMENTS...........................................

APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE........................ A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS................................ B-1
APPENDIX C -- PAYMENT OPTIONS............................................ C-1
APPENDIX D -- ILLUSTRATIONS.............................................. D-1

<PAGE>

SPECIAL TERMS

AGE: how old the Insured is on his or her last birthday measured
on the date of issue and each Contract
anniversary, thereafter.

ATTAINED AGE: the Insured's age as of the Insured's birthday
closest to the start of the Contract year of determination.
Attained age is used in the calculation of the guideline minimum
sum insured. For Second-to-Die Contracts, the attained age used
is that of the younger Insured, even if the younger Insured is
the first of the two Insureds to die.

BENEFICIARY: the person or persons you name to receive the net
death benefit when the Insured dies.

CONTRACT OWNER: the person who may exercise all rights under the
Contract, with the consent of any irrevocable beneficiary. "You"
and "your" refer to the Contract Owner in this prospectus.

CONTRACT VALUE: the total value of your Contract. It is the SUM of the:

- Value of the units of the sub-accounts credited to your Contract; PLUS

- Accumulation in the Fixed Account credited to the Contract.

DATE OF DEFAULT: the first day of the grace period.

DATE OF ISSUE: the date the Contract was issued. It is used to
measure the monthly processing date, Contract months, Contract
years and Contract anniversaries.

DEATH BENEFIT: the amount payable when the Insured dies before the Maturity
Date, before deductions for any outstanding loan and due and unpaid partial
withdrawals, withdrawal transaction fees, applicable surrender charges, and
monthly deductions.

EVIDENCE OF INSURABILITY: information, including medical
information, that we use to decide whether to issue the requested
coverage, to determine the underwriting class for the person
insured, or to determine whether the Contract may be reinstated.

FACE AMOUNT: the amount of insurance coverage. The face amount is shown in
your Contract.

FINAL PAYMENT DATE: the Contract anniversary immediately before the Insured's
100th birthday or, for a Second-to-Die Contract, the younger insured's 100th
birthday. No payments may be made by you after this date. No monthly deductions
will be deducted from the Contract Value after this date. Generally, the net
death benefit after this date will equal 101% of the Contract Value minus any
outstanding loan, except as otherwise provided under the Guaranteed Death
Benefit Rider.

FIXED ACCOUNT: an account that is a part of the General Account and that
guarantees a fixed interest rate.

FORECLOSURE: the reclassification of an outstanding loan at the end of the grace
period if (a) the Contract lapses with an outstanding loan, and the Contract is
subsequently terminated at the end of the grace period; or (b) the outstanding
loan is in default, and the excess outstanding loan is not paid back by the end
of the grace period, resulting in the termination of the Contract.

GENERAL ACCOUNT: all our assets other than those held in separate investment
accounts.

GRACE PERIOD: the 62-day period beginning on (a) the monthly processing date on
which the surrender value is less than zero (0) and the Contract lapses; or (b)
the date on which the outstanding loan exceeds the Contract Value less surrender
charges.

GUIDELINE MINIMUM SUM INSURED: the minimum death benefit required to qualify the
Contract as "life insurance" consistent with federal tax laws. The
guideline minimum sum insured is the PRODUCT of

- The Contract Value TIMES

- A percentage based on the Insured's attained age.

GUIDELINE SINGLE PREMIUM: used to determine the face amount under the Contract.

INSURANCE PROTECTION AMOUNT: the death benefit less the Contract Value.

INSURED: the person or persons covered under the Contract. If more than one
person is named, all provisions of the Contract that are based on the death
of the Insured will be based on the date of death of the last surviving
Insured.

INTERNAL REVENUE CODE OR CODE: the Internal Revenue Code of 1986, as amended,
and rules and regulations.

LOAN VALUE: the maximum amount you may borrow under the Contract.

MATURITY DATE: the Contract anniversary immediately before the Insured's 115th
birthday. If there are two insureds, the younger insured's 115th birthday
is used.

MONTHLY DEDUCTIONS: the amount of money that we deduct from the Contract Value
each month to pay for the Administration Charge, Monthly Insurance
Protection Charge, Distribution Fee and the Tax Charge.

MONTHLY INSURANCE PROTECTION CHARGE: the amount of money that we deduct from the
Contract Value each month to pay
for the insurance and any riders.

MONTHLY PROCESSING DATE: the date, shown in your Contract, when monthly
deductions are deducted.

NET DEATH BENEFIT: Through the final payment date the net death benefit is:

- The death benefit; MINUS

-Any outstanding loan, rider charges and monthly deductions due and unpaid
through the Contract month in which the Insured dies, as well as any unpaid
partial withdrawals, withdrawal transaction fees, and applicable surrender
charges.

After the final payment date, if the Guaranteed Death Benefit Rider is NOT in
effect, the net death benefit is:

- 101% of the Contract Value; MINUS

-Any outstanding loan through the Contract month in which the Insured dies
as well as any unpaid partial withdrawals, withdrawal transaction fees, and
applicable surrender charges.

If the Guaranteed Death Benefit Rider is in effect after the final payment date,
the net death benefit will be either the face amount as of the final payment
date or 101% of the Contract Value as of the date due proof of death is received
by the Company, whichever is greater, reduced by any outstanding loan through
the Contract month in which the Insured dies.

OUTSTANDING LOAN: all unpaid Contract loans plus loan interest due or accrued.

PORTFOLIO: a mutual fund investment portfolio in which a corresponding
sub-account invests.

PRO RATA ALLOCATION: an allocation among the Fixed Account and the sub-accounts
of the Separate Account in the same proportion that, on the date of allocation,
the portion of the Contract Value in the Fixed Account (other than value subject
to outstanding loan) and the portion of the Contract Value in each sub-account
bear to the total Contract Value.

SECOND-TO-DIE: the Contract may be issued as a joint survivorship
("Second-to-Die") Contract. Life insurance coverage is provided for two
Insureds, with death benefits payable at the death of the last surviving
Insured.

SEPARATE ACCOUNT: Transamerica Occidental Life Separate Account VUL-2 of
Transamerica Occidental Life Insurance
Company, one of our separate investment accounts.

SUB-ACCOUNT: a subdivision of the Separate Account investing exclusively in the
shares of a portfolio.

SURRENDER VALUE: the amount payable on a full surrender. It is the Contract
Value less any outstanding loan and
surrender charges.

TRANSAMERICA: Transamerica Occidental Life Insurance Company. "We", "our", "us"
and "Company" refer to Transamerica in this Prospectus.

UNDERWRITING CLASS: the insurance risk classification that we assign the Insured
based on the information in the application and other evidence of
insurability we consider. The Insured's underwriting class will affect the
monthly insurance protection charge.

UNIT: a measure of your interest in a sub-account.

VALUATION DATE: any day on which the net asset value of the shares of any
portfolio and unit values of any
sub-accounts are computed. Valuation dates currently occur on:

- Each day the New York Stock Exchange is open for trading; and

- Other days (other than a day during which no payment, partial withdrawal
or surrender of a Contract was received) when there is a sufficient degree
of trading in a portfolio's securities so that the current net asset value
of the sub-accounts may be materially affected.

VALUATION PERIOD: the interval between two consecutive valuation dates.

VARIABLE LIFE SERVICE CENTER: our office at 440 Lincoln Street, Worcester,
Massachusetts 01653. Our mailing address for all written requests and other
correspondence is: Transamerica Occidental Life Insurance Company, Variable
Life Service Center, P.O. Box 8990, Boston, Massachusetts 02266-8990. Our
address for express mail packages is: Transamerica Occidental Life
Insurance Company, Variable Life Service Center, 2 Heritage Drive, Quincy,
Massachusetts 02171. Our customer service telephone number is (800)
782-8315.

WRITTEN REQUEST: your request in writing, satisfactory to us, received at our
Variable Life Service Center.

<PAGE>

SUMMARY

This summary provides a brief overview of the more significant aspects of the
Contract. The prospectus and the Contract provide further detail. The Contract
provides insurance protection for the named beneficiary. We do not claim that
the Contract is similar or comparable to an investment plan of a mutual fund.
The Contract and its attached application are the entire agreement between you
and Transamerica.

WHAT IS THE CONTRACT'S OBJECTIVE?

The objective of the Contract is to give permanent life insurance protection and
to help you build assets on a tax-deferred basis. Benefits available through the
Contract include:

- A life insurance benefit that can protect your family or other heirs;

- Payment options that can guarantee an income for life;

-A personalized investment portfolio you may tailor to meet your
needs, time frame and risk tolerance level;

- Experienced professional investment advisers; and

- Tax deferral on earnings while your money is accumulating.

The Contract combines features and benefits of traditional life insurance with
the advantages of professional money management. Unlike the fixed benefits of
ordinary life insurance, the Contract Value will increase or decrease depending
on investment results. Unlike traditional insurance policies, the Contract has
no fixed schedule for payments.

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

The Contract is a contract between you and us. Each Contract has a Contract
Owner ("you"), the Insured and a beneficiary. As Contract Owner, you make the
payment, choose investment allocations and select the Insured and beneficiary.
The Insured is the person covered under the Contract. The beneficiary is the
person who receives the net death benefit when the Insured dies.

WHAT HAPPENS WHEN THE INSURED DIES?

We will pay the net death benefit to the beneficiary when the Insured dies while
the Contract is in effect. If the Contract was issued as a Second-to-Die
Contract, the net death benefit will be paid on the death of the last surviving
Insured.

Through the final payment date, the death benefit is either the face amount (the
amount of insurance determined by your payment) or the minimum death benefit
provided by the guideline minimum sum insured, whichever is greater. The net
death benefit is the death benefit less any outstanding loan, rider charges and
monthly deductions due and unpaid through the Contract month in which the
Insured dies, as well as any unpaid partial withdrawals, withdrawal transaction
fees, and applicable surrender charges.

After the final payment date, if the Guaranteed Death Benefit Rider is NOT in
effect, the net death benefit is 101% of the Contract Value less any outstanding
loan, and any due and unpaid partial withdrawals, withdrawal transaction fees,
and applicable surrender charges. The beneficiary may receive the net death
benefit in a lump sum or under one of the Company's payment options.

If the Guaranteed Death Benefit Rider is in effect on the final payment date, a
Guaranteed Death Benefit will be provided unless the Rider is subsequently
terminated. The Guaranteed Death Benefit will be either the face amount as of
the final payment date or 101% of the Contract Value as of the date due proof of
death is received by the Company, which is greater. The net death benefit will
be the death benefit reduced by any outstanding loan through the Contract month
in which the insured dies. For more information, see "Guaranteed Death Benefit
Rider" page xx.

CAN I EXAMINE THE CONTRACT?

Yes. You have the right to examine and cancel your Contract by returning it to
us or to one of our representatives within 10 days (or such later date as
provided by state law) after you receive the Contract.

If your Contract provides for a full refund under its "Right to Cancel"
provision as required in your state, your refund will be your entire payment.

If your Contract does not provide for a full refund, you will receive:

- Amounts allocated to the Fixed Account; PLUS

- The value of the units in the Separate Account; PLUS

- All fees, charges and taxes which have been imposed.

Your refund will be determined as of the valuation date that your written
request is received at our Variable Life Service Center.

WHAT ARE MY INVESTMENT CHOICES?

The Contract gives you an opportunity to select among a number of investment
options, including sub-accounts and a Fixed Account. The sub-accounts invest in
twenty-four portfolios from nine mutual fund families, and offer a wide range of
investment objectives. The available sub-accounts are as follows:

This range of investment choices allows you to allocate your money among the
sub-accounts to meet your investment needs. You may allocate payments and value
among up to twenty (20) of the twenty-four (24) sub-accounts and the Fixed
Account. If your Contract provides for a full refund under its "Right to Examine
Contract" provision as required in your state, after the Contract is issued by
us we will allocate all sub-account investments to the sub-account investing in
the Money Market Portfolio of Transamerica Variable Insurance Fund, Inc., until
the end of four calendar days plus the number of days under the state free look
period (usually 10 days, but longer under some circumstances). After this, we
will allocate all amounts to the sub-accounts as you have chosen.

The Contract also offers a Fixed Account, which provides a guaranteed minimum
interest rate of 4% annually on amounts allocated to the Fixed Account. We may
declare a higher rate. The Fixed Account is part of the General Account of
Transamerica. Amounts in the Fixed Account do not vary with the investment
performance of a portfolio. See "MORE INFORMATION ABOUT THE FIXED ACCOUNT" at
page xx.

WHAT ARE THE INVESTMENT OBJECTIVES OF THE PORTFOLIOS?

A summary of investment objectives of the portfolios is set forth below. See
"The Portfolios" at page xx for more information. Before investing, read
carefully the profiles or prospectuses of the portfolios that accompany this
Prospectus. Statements of Additional Information for the portfolios are
available without charge on request. There is no guarantee that the investment
objectives of the portfolios will be achieved. Contract Value may be less than
the aggregate payments made to the Contract.

The Capital Appreciation Portfolio of AIM Variable Insurance Funds, Inc. seeks
capital appreciation through investments in common stocks, with emphasis on
medium-sized and smaller emerging growth companies.

The Growth & Income Portfolio of AIM Variable Insurance Funds, Inc. seeks
growth of capital, with current income as a secondary objective.

The Income and Growth Portfolio of The Alger American Fund seeks, primarily, a
high level of dividend income. Capital appreciation is a secondary objective of
the portfolio.

The Premier Growth Portfolio of Alliance Variable Products Series Fund, Inc.
seeks growth of capital by pursuing
aggressive investment policies.

The Small Cap Portfolio of the Dreyfus Variable Investment Fund seeks to
maximize capital appreciation.

The Balanced Portfolio of the Janus Aspen Series seeks long-term capital growth,
consistent with preservation of capital and balanced by current income.

The Worldwide Growth Portfolio of the Janus Aspen Series seeks long-term growth
of capital in a manner consistent with the preservation of capital.

The Emerging Growth Series of the MFS Variable Insurance Trust seeks to provide
long-term growth of capital.

The Growth with Income Series of the MFS Variable Insurance Trust seeks
reasonable current income and long-term growth of capital and income.

The Research Series of the MFS Variable Insurance Trust seeks long-term growth
of capital and future income.

The Aggressive Growth Portfolio of the Transamerica Variable Insurance Fund,
Inc. seeks to maximize long-term
growth.

The Growth Portfolio of the Transamerica Variable Insurance Fund, Inc. seeks
long-term capital growth.

The Money Market Portfolio of the Transamerica Variable Insurance Fund, Inc.
seeks to maximize current income from money market securities consistent with
liquidity and the preservation of principal.

The Small Company Portfolio of the Transamerica Variable Insurance Fund, Inc.
seeks to maximize long-term growth. It invests primarily in a diversified
portfolio of domestic common stocks.

The Value Portfolio of the Transamerica Variable Insurance Fund, Inc. seeks to
maximize capital appreciation.

CAN I MAKE TRANSFERS AMONG THE SUB-ACCOUNTS AND THE FIXED ACCOUNT?

Yes. You may transfer Contract Value among the sub-accounts and the Fixed
Account, subject to our consent and then current rules. You will incur no
current taxes on transfers while your money is in the Contract. You also may
elect automatic account rebalancing so that assets remain allocated according to
a desired mix or choose automatic dollar cost averaging to gradually move funds
into one or more sub-accounts. See TRANSFER PRIVILEGE.

The first 18 transfers of Contract Value in a Contract year are free. A transfer
charge not to exceed $25 may apply for each additional transfer in the same
Contract year. This charge is for the costs of processing the transfer.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The Contract requires a single payment of at least $10,000 on or before the date
of issue. Additional payment(s) of at least $10,000 may be made as long as the
total payments do not exceed the maximum payment amount specified in the
Contract. Additional payments may be accepted, subject to our underwriting
approval if the payment would increase the death benefit.

WHAT IF I NEED MY MONEY?

You may borrow up to the loan value of your Contract. The maximum loan value is
90% of the result of Contract Value less surrender charges. You may also make
partial withdrawals and you may surrender the Contract for its surrender value.

The guaranteed annual interest rate credited to the Contract Value securing a
loan will be at least 4.0%. However, any portion of the outstanding loan that is
a preferred loan will be credited interest at an annual rate not less than
5.50%.

We will allocate Contract loans among the sub-accounts and the Fixed Account
according to your instructions. If you do not make an allocation, we will make a
pro rata allocation. We will transfer the portion of the Contract Value in each
sub-account equal to the Contract loan to the Fixed Account.

You may surrender your Contract and receive its surrender value. You may make
partial withdrawals of $1,000 or more from the Contract Value, subject to
partial withdrawal costs, including any applicable surrender charges. The face
amount is proportionately reduced by each partial withdrawal. We will not allow
a partial withdrawal if it would reduce the Contract Value below $10,000.

A loan, surrender or partial withdrawal may have tax consequences. See TAXATION
OF CONTRACTS.

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

Yes. There are several changes you can make after receiving your Contract,
within limits. You may

- Cancel your Contract under its "Right to Cancel" provision;

- Transfer your ownership to someone else;

- Change the beneficiary;

- - Change the allocation for any additional payment, with no federal income
tax consequences under current law;

- Make transfers of the Contract Value among the Fixed Account and the
sub-accounts, with no federal income taxes incurred under current law;
and

- Add or remove the optional insurance benefits provided by rider.

CAN I CONVERT MY CONTRACT INTO A NON-VARIABLE CONTRACT?

Yes. You can convert your Contract without charge during the first 24 months
after the date of issue. On conversion, we will transfer the portion of the
Contract Value in the sub-accounts Separate Account to the Fixed Account. We
will allocate any future payment(s) to the Fixed Account, unless you instruct us
otherwise.

WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?

The following charges will apply to your Contract under the circumstances
described. Some of these charges apply throughout the Contract's duration.

Through the final payment date or, for the distribution fee and the tax charge,
for the first ten Contract years, we deduct the following monthly charges from
the Contract Value:

- 0.30% on an annual basis for the administrative expenses (see
"Administration Charge" page _____);

- A deduction for the cost of insurance, which varies depending on the type
of Contract and underwriting class (see "Monthly Insurance Protection
Charge" page );

- For the first ten Contract years only, 0.40% on an annual basis for
distribution expenses (see "Distribution Fee" page ); and

- For the first ten Contract years only, 0.20% on an annual basis for
federal, state and local taxes (see "Tax Charge" page ).

The following daily charge is deducted from the Separate Account:

- 0.80% on an annual basis for the mortality and expense risks (see
"Mortality and Expense Risk Charge" page ).

The following charges and fees apply if you exercise certain Contract rights:

- - A $25 transfer charge for transfers in excess of eighteen (18) in a
Contract year may be assessed. See Transfer Charges page ___.

- During the first nine Contract years, adjusted for reinstatements, a
surrender charge applies for surrenders and for partial withdrawals in
excess of the "Free 10% withdrawal" amount.

- A withdrawal transaction fee for partial withdrawals, equal to 2% of
the amount withdrawn up to a $25 maximum. Currently, no charge is
assessed. See Partial Withdrawal Costs page ___.

There are also deductions from and expenses paid out of the assets of the
portfolios that are described in the accompanying prospectuses.

WHAT ARE THE EXPENSES AND FEES OF THE PORTFOLIOS?

In addition to the charges described above, certain management fees and other
expenses are deducted from the assets of the underlying portfolios. The levels
of fees and expenses vary among the portfolios. The following table shows the
management fees and other expenses and total portfolio annual expenses of the
portfolios for 1997, except where otherwise noted. For more information
concerning these fees and expenses, see the prospectuses of the portfolios.

<PAGE>

Portfolio Expenses
(as a percentage of assets after fee waiver and/or expense reimbursement)(1)
Total
Portfolio
Management Other Annual
Portfolio Fees (2) Expenses Expenses
<S> <C> <C> <C>
AIM V. I. Capital Appreciation 0.63 0.05 0.68
AIM V. I. Growth & Income 0.63 0.06 0.69
AIM V. I. International Equity 0.75 0.18 0.93
Alger American Income & Growth 0.625 0.115 0.74
Alliance VPF Growth & Income 0.63 0.09 0.72
Alliance VPF Premier Growth 0.85 0.10 0.95
Dreyfus VIF Capital Appreciation 0.75 0.05 0.80
Dreyfus VIF Small Cap 0.75 0.03 0.78
Janus Aspen Balanced 0.76 0.07 0.83
Janus Aspen Worldwide Growth 0.66 0.08 0.74
MFS VIT Emerging Growth 0.75 0.12 0.87
MFS VIT Growth with Income 0.75 0.25 1.00
MFS VIT Research 0.75 0.13 0.88
Morgan Stanley UF Fixed Income 0.00 0.70 0.70
Morgan Stanley UF High Yield 0.00 0.80 0.80
Morgan Stanley UF International Magnum 0.00 1.15 1.15
OCC Accumulation Trust Managed 0.80 0.07 0.87
OCC Accumulation Trust Small Cap 0.80 0.17 0.97
Transamerica VIF Aggressive Growth
Transamerica VIF Balanced
Transamerica VIF Growth 0.62 0.23 0.85
Transamerica VIF Money Market 0.35 0.25 0.60
Transamerica VIF Small Company
Transamerica VIF Value
</TABLE>

Transamerica may receive payments from some or all of the portfolios or their
advisers in varying amounts that may be based on the amount of assets allocated
to the portfolios. The payments are for administrative or distribution services.

Expense information regarding the portfolios has been provided by the
portfolios. Transamerica has no reason to doubt the accuracy of that
information, but Transamerica has not verified those figures. These figures are
for the year ended December 31, 1997, except for the Transamerica VIF Aggressive
Growth, Balanced, Money Market, Small Company and Value Portfolios which are
annualized estimates for the year 1998, the first year of operation for each
portfolio. Actual expenses in future years may be higher or lower than these
figures.

Notesto Fee Table: (1) From time to time, the portfolios' investment
advisers, each in its own discretion, may voluntarily waive all or
part of their fees and/or voluntarily assume certain portfolio
expenses. The expenses shown in the Portfolio Expenses table are the
expenses paid for 1997 (except for the Transamerica VIF Aggressive
Growth, Balanced, Money Market, Small Company and Value Portfolios,
which are estimates for the year 1998). The expenses shown in the
table reflect a portfolio's adviser's waivers of fees or reimbursement
of expenses, if applicable. It is anticipated that such waivers or
reimbursements will continue for calendar year 1998, except for
Alliance VPF Premier Growth for which the management fee, other
expenses and total portfolio annual expenses for 1998 without waivers
or reimbursements are estimated to be 1.00%, 0.08% and 1.08%,
respectively. Without such waivers or reimbursements, the annual
expenses for 1997 for certain portfolios would have been, as a
percentage of assets, as follows:
<TABLE>
<CAPTION>

Total Portfolio
Management Fee Other Annual Expenses
Portfolio Expenses
--------- --------
<S> <C> <C> <C>
Alliance VPF Growth & Income 0.63 0.09 0.72
Alliance VPF Premier Growth 1.00 0.10 1.10
Janus Aspen Balanced 0.77 0.06 0.83
Janus Aspen Worldwide Growth 0.72 0.09 0.81
MFS VIT Growth with Income 0.75 0.35 1.10
Morgan Stanley UF Fixed Income 0.40 1.31 1.71
Morgan Stanley UF High Yield 0.80 0.88 1.68
Morgan Stanley UF International Magnum 0.80 1.98 2.78
Transamerica VIF Growth 0.75 0.23 0.98
</TABLE>

Without expense reimbursements, the management fee, other expenses and
total portfolio expenses for the first year of operation for the
Transamerica VIF Money Market Portfolio are expected to be 0.35%, 0.45%
and 0.80%, respectively. There were no fee waivers or expense
reimbursements during 1997 for the AIM V.I. Capital Appreciation
Portfolio, AIM V.I. Growth & Income Portfolio, AIM V.I. International
Equity Portfolio, Alger American Income and Growth Portfolio, Dreyfus
VIF Capital Appreciation Portfolio, Dreyfus VIF Small Cap Portfolio,
MFS VIT Emerging Growth Portfolio, MFS VIT Research Portfolio, OCC
Accumulation Trust Managed Portfolio or OCC Accumulation Trust Small
Cap Portfolio.

(2) The management fee of certain of the portfolios includes breakpoints at
designated asset levels. Further information on these breakpoints is
provided under "DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT, AND
THE PORTFOLIOS - THE PORTFOLIOS" at page xx and in the prospectuses for
the portfolios.

WHAT CHARGES WILL I INCUR IF I SURRENDER MY CONTRACT OR MAKE A PARTIAL
WITHDRAWAL?

The charges below apply only if you surrender your Contract or make partial
withdrawals:

- Surrender Charge -- This charge applies on full surrenders within the
first nine Contract years. The surrender charge begins at 9.00% of the
payment(s) withdrawn and decreases by 1% each Contract year until it is 0%
at the start of the tenth Contract year. If you
reinstate your Contract, however, the surrender charges which will apply
upon reinstatement are those which were in effect on the date of default.

-Partial Withdrawal Costs -- We deduct from the Contract Value a surrender
charge on a withdrawal exceeding the "Free 10% Withdrawal," described
below, on partial withdrawals taken during the first nine Contract years
(adjusted as applicable for reinstatements).

Currently, we do not impose a withdrawal transaction fee. We reserve the right,
however, to impose a withdrawal transaction fee equal to 2% of the amount
withdrawn, not to exceed $25.

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY CONTRACT?

If the Guaranteed Death Benefit Rider is not in effect on your Contract, the
Contract will lapse if, on a monthly processing date, the surrender value is
less than the monthly deductions due. If the Contract lapses, you will have a
62-day grace period in which to pay required premium. If sufficient premium is
not paid by the end of the grace period, the Contract will terminate without
value.

If the Guaranteed Death Benefit Rider is in effect on your Contract, the
Contract will not lapse. If the Guaranteed Death Benefit Rider is terminated,
however, your Contract may then lapse.

Additionally, whether the Guaranteed Death Benefit Rider is or is not in effect
on the Contract, if the outstanding loan at any time exceeds the Contract Value
minus the surrender charges, the outstanding loan will be in default. If the
outstanding loan goes into default, you will have a 62-day grace period in which
to pay back the excess outstanding loan. If you do not pay back the excess
outstanding loan by the end of the grace period, the loan will be foreclosed and
the Contract will terminate without value.

If the Guaranteed Death Benefit Rider is in effect on the Contract, the
Guaranteed Death Benefit Rider will terminate if the loan is foreclosed. Once
terminated, the Guaranteed Death Benefit Rider may not be reinstated.

Within limits, the Contract may be reinstated within three years from the date
of default if it lapses or the outstanding loan is foreclosed.

See CONTRACT TERMINATION AND REINSTATEMENT, page , and THE CONTACT - Guaranteed
Death Benefit Rider, page .

HOW IS MY CONTRACT TAXED?

The Contract has been designed to be a "modified endowment contract." However,
under Section 1035 of the Internal Revenue Code of 1986, as amended, an exchange
of (1) a life insurance contract entered into before June 21, 1988, or (2) a
life insurance contract that is not itself a modified endowment contract will
not cause the Contract to be treated as a modified endowment contract if no
additional payments are made and there is no increase in the death benefit as a
result of the exchange.

If the Contract is considered a modified endowment contract, all distributions
(including Contract loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-out-first" basis. Also, a 10% federal penalty tax may be
imposed on that part of a distribution that is includible in income. However,
the net death benefit under the Contract is generally excludable from the gross
income of the beneficiary. In some circumstances, federal estate tax may apply
to the net death benefit or the Contract Value. See TAXATION OF THE CONTRACT.

PERFORMANCE INFORMATION

The Contracts were first offered to the public in 1999. However, the Company may
advertise "Total Return" and "Average Annual Total Return" performance
information based on the periods that the portfolios have been in existence.

The portfolios are not available for purchase directly by the general public and
are not the same as mutual funds that may have similar names that are sold
directly to the public. There can be no assurance, and no representation is
made, that the investment performance of the portfolios will be comparable to a
fund with a similar name or same investment objective or adviser.

The results for any period prior to the Contracts being offered will be
calculated as if the Contracts had been offered during that period of time when
the portfolio was in existence, with all charges assumed to be those applicable
to the sub-accounts and the portfolios.

Total return and average annual total return are based on the hypothetical
profile of a representative Contract Owner and historical earnings and are not
intended to indicate future performance. "Total return" is the total income
generated net of certain expenses and charges. "Average annual total return" is
net of the same expenses and charges, but reflects the hypothetical return
compounded annually. This hypothetical return is equal to cumulative return had
performance been constant over the entire period. Average annual total returns
are not the same as yearly results and tend to smooth out variations in the
portfolio's return.

Performance information under the Contracts is net of portfolio expenses,
monthly deductions and surrender charges. We take a representative Contract
Owner and assume that:

- The Insured is a male Age 55, standard (non-tobacco user) underwriting
class, issued under simplified underwriting guidelines;

- The Contract Owner had allocations in each of the sub-accounts for the
portfolio durations shown; and

- There was a full surrender at the end of the applicable period.

Performance information for any sub-account reflects only the performance of a
hypothetical investment in the sub-account during a period. It is not
representative of what may be achieved in the future. However, performance
information may be helpful in reviewing market conditions during a period and in
considering a portfolio's success in meeting its investment objectives.

We may compare performance information for a sub-account in reports and
promotional literature to:

- Standard & Poor's 500 Stock Index ("S&P 500");

- Dow Jones Industrial Average ("DJIA");

- Shearson Lehman Aggregate Bond Index;

- Other unmanaged indices of unmanaged securities widely regarded by
investors as representative of the securities markets;

- Other groups of variable life separate accounts or other investment
products tracked by Lipper Analytical Services;

- Other services, companies, publications, or persons such as Morningstar,
Inc., who rank the investment products on performance or other criteria;
and

- The Consumer Price Index.

Unmanaged indices may assume the reinvestment of dividends but generally do not
reflect deductions for insurance and administrative charges, separate account
charges and portfolio management costs and expenses.

In advertising, sales literature, publications or other materials, we may give
information on various topics of interest to Contract Owners and prospective
Contract Owners. These topics may include:

- The relationship between sectors of the economy and the economy as a whole
and its effect on various securities markets, investment strategies and
techniques (such as value investing, market timing, dollar cost averaging,
asset allocation and automatic account rebalancing);

- The advantages and disadvantages of investing in tax-deferred and taxable
investments;

- Customer profiles and hypothetical payment and investment scenarios;

- Financial management and tax and retirement planning; and

- Investment alternatives to certificates of deposit and other financial
instruments, including comparisons between the Contracts and the
characteristics of and market for the financial instruments.

At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of the Company's relative financial
strength and operating performance in comparison to the norms of the life/health
insurance industry. S&P's and Duff & Phelps' ratings measure the ability of an
insurance company to meet its obligations under insurance policies it issues but
do not measure the ability of such companies to meet other non-policy
obligations. The ratings also do not relate to the performance of the
portfolios.

TABLE I

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997, SINCE
INCEPTION OF THE PORTFOLIOS NET OF PORTFOLIO EXPENSES, SUB-ACCOUNT CHARGES, ALL
MONTHLY DEDUCTIONS (CHARGES) AND ASSUMING SURRENDER OF THE CONTRACT

The following performance information is based on the periods that the
portfolios have been in existence. The data is net of expenses of the
portfolios, all sub-account charges, and all Contract charges (including
surrender charges) for a representative Contract. It is assumed that the Insured
is male, Age 55, standard (non-tobacco user) underwriting class; a single
payment of $25,000 was made; the Contract was issued under simplified
underwriting criteria; the entire payment was allocated to each sub-account
individually; and there was a full surrender of the Contract at the end of the
applicable period.

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

10 Year or
Life of the Number
Portfolio (if of
Less than 10 Years Since
Years Since Portfolio
5 Year Portfolio Inception
Average Inception) (if Less
Sub-Account Portfolio 1 Year Total Annual Average Annual than 10
Investing in the Inception Return Total Total Return Years)
Corresponding Portfolio Date Return

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

<S> <C> <C> <C> <C> <C> <C>
AIM V. I. Capital Appreciation

AIM V. I. Growth & Income

AIM V. I. International Equity

Alger American Income & Growth 11/15/88

Alliance VPF Growth & Income 1/15/91

Alliance VPF Premier Growth 6/26/92

Dreyfus VIF Capital Appreciation 4/28/93

Dreyfus VIF Small Cap 8/31/90

Janus Aspen Balanced 9/13/93

Janus Aspen Worldwide Growth 9/13/93

MFS VIT Emerging Growth 7/24/95

MFS VIT Growth with Income 10/09/95

MFS VIT Research 7/26/95

Morgan Stanley UF Fixed Income 1/02/97

Morgan Stanley UF High Yield 1/02/97

Morgan Stanley UF International Magnum 1/02/97

OCC Accumulation Trust Managed(1) 8/01/88

OCC Accumulation Trust Small Cap(2) 8/01/88

Transamerica VIF Aggressive Growth 11/2/98

Transamerica VIF Balanced 11/2/98

Transamerica VIF Growth (3) 2/26/69

Transamerica VIF Money Market 1/01/98

Transamerica VIF Small Company 11/2/98

Transamerica VIF Value 11/2/98

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

</TABLE>

(1) On September 16th, 1994, an investment company which had commenced
operations on August 1, 1988, called Quest for Value Accumulation Trust (the
"Old Trust") was effectively divided into two investment funds - the Old Trust
and the present OCC Accumulation Trust (the "Present Trust") at which time the
Present Trust commenced operations. The total net assets of the Managed
Portfolio immediately after the transaction were $682,601,380 in the Old Trust
and $51,345,102 in the Present Trust. For the period prior to September 16,
1994, the performance figures for the Managed Portfolio of the Present Trust
reflect the performance of the Managed Portfolio of the Old Trust.

(2) On September 16th, 1994, an investment company which had commenced
operations on August 1, 1988, called Quest for Value Accumulation Trust (the
"Old Trust") was effectively divided into two investment funds - the Old Trust
and the present OCC Accumulation Trust (the "Present Trust") at which time the
Present Trust commenced operations. The total net assets of the Small Cap
Portfolio immediately after the transaction were $139,812,573 in the Old Trust
and $8,129,274 in the Present Trust. For the period prior to September 16, 1994,
the performance figures for the Small Cap Portfolio of the Present Trust reflect
the performance of the Small Cap Portfolio of the Old Trust.

(3) The Growth Portfolio of the Transamerica Variable Insurance Fund, Inc., is
the successor to Separate Account Fund C of Transamerica Occidental Life
Insurance Company, a management investment company funding variable annuities,
through a reorganization on November 1, 1996. Accordingly, the performance data
for the Transamerica VIF Growth Portfolio includes performance of its
predecessor.

PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO IN WHICH A
SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN TIME PERIOD, AND
SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT MAY BE ACHIEVED IN THE
FUTURE.

TABLE II

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997 SINCE
INCEPTION OF THE PORTFOLIOS EXCLUDING MONTHLY DEDUCTIONS (CHARGES) AND
SURRENDER CHARGES

The following performance information is based on the periods that the
portfolios have been in existence. The performance information is net of total
portfolio expenses and all sub-account charges. THE DATA DOES NOT REFLECT
MONTHLY DEDUCTIONS (CHARGES) UNDER THE CONTRACTS OR SURRENDER CHARGES.

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

<S> <C> <C> <C> <C> <C> <C>
AIM V. I. Capital Appreciation

AIM V. I. Growth & Income

AIM V. I. International Equity

Alger American Income & Growth 11/15/88

Alliance VPF Growth & Income 1/15/91

Alliance VPF Premier Growth 6/26/92

Dreyfus VIF Capital Appreciation 4/28/93

Dreyfus VIF Small Cap 8/31/90

Janus Aspen Balanced 9/13/93

Janus Aspen Worldwide Growth 9/13/93

MFS VIT Emerging Growth 7/24/95

MFS VIT Growth with Income 10/09/95

MFS VIT Research 7/26/95

Morgan Stanley UF Fixed Income 1/02/97

Morgan Stanley UF High Yield 1/02/97

Morgan Stanley UF International Magnum 1/02/97

OCC Accumulation Trust Managed(1) 8/01/88

OCC Accumulation Trust Small Cap(2) 8/01/88

Transamerica VIF Aggressive Growth 11/2/98

Transamerica VIF Balanced 11/2/98

Transamerica VIF Growth (3) 2/26/69

Transamerica VIF Money Market 1/01/98

Transamerica VIF Small Company 11/2/98

Transamerica VIF Value 11/2/98

- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

DESCRIPTION OF TRANSAMERICA,
THE SEPARATE ACCOUNT, AND THE PORTFOLIOS

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY. Transamerica Occidental Life
Insurance Company ("Transamerica") is a stock life insurance company
incorporated under the laws of the State of California in 1906. Transamerica is
principally engaged in the sale of life insurance and annuity policies.
Transamerica is a wholly-owned subsidiary of Transamerica Insurance Corporation
of California, which in turn is a direct subsidiary of Transamerica Corporation.
The home office of Transamerica is 1150 South Olive Street, Los Angeles,
California 90015.

The Company is a charter member of the Insurance Marketplace Standards
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.

THE SEPARATE ACCOUNT. Transamerica Occidental Life Separate Account VUL-2
("Separate Account") was established by us as a separate account under the laws
of the State of California, pursuant to resolutions adopted by our Board of
Directors on June 11, 1996. The Separate Account is registered with the
Securities and Exchange Commission ("SEC" or "Commission") under the Investment
Company Act of 1940 ("1940 Act") as a unit investment trust. It meets the
definition of a separate account under the federal securities laws. However, the
Commission does not supervise the management of the investment practices or
policies of the Separate Account.

The assets used to fund the variable part of the Contracts are set aside in the
Separate Account. The assets of the Separate Account are owned by Transamerica,
but they are held separately from our other assets. Section 10506 of the
California Insurance Code provides that the assets of a separate account are not
chargeable with liabilities arising out of any other business operation of the
insurance company (except to the extent provided in the contracts and policies).
Income, gains and losses incurred on the assets in the Separate Account, whether
or not realized, are credited to or charged against the Separate Account without
regard to our other income, gains or losses. Therefore, the investment
performance of the Separate Account is entirely independent of the investment
performance of our General Account assets or any other separate account
maintained by us.

The Separate Account currently has twenty-four (24) sub-accounts available for
investment, each of which invests solely in a specific corresponding mutual fund
portfolio. Changes to the sub-accounts may be made at our discretion.

THE PORTFOLIOS. The portfolios are open-end management investment companies or
portfolios of series, open-end management companies registered with the SEC
under the 1940 Act and are usually referred to as mutual funds. This SEC
registration does not involve SEC supervision of the investments or investment
policies of the portfolios. Shares of the portfolios are not offered to the
public but solely to the insurance company separate accounts and
other qualified purchasers as limited by federal tax laws. These portfolios are
not the same as mutual funds that may have very similar names that are sold
directly to the public. The assets of each portfolio are held separate from the
assets of the other portfolios. Each portfolio operates as a separate investment
vehicle. The income or losses of one portfolio have no effect on the investment
performance of another portfolio. The sub-accounts reinvest dividends and/or
capital gains distributions received from a portfolio in more shares of that
portfolio as retained assets.

The sub-accounts available under the Contracts invest in the following
portfolios:

Capital Appreciation Portfolio,
Growth & Income Portfolio and
International Equity Portfolio of AIM Variable Insurance Funds, Inc.

Income and Growth Portfolio of The Alger American Fund

Growth and Income Portfolio and
Premier Growth Portfolio of Alliance Variable Products Series Fund, Inc.

Capital Appreciation Portfolio and
Small Cap Portfolio of Dreyfus Variable Investment Fund

Balanced Portfolio and
Worldwide Growth Portfolio of Janus Aspen Series

Emerging Growth Series,
Growth with Income Series and
Research Series of MFS Variable Insurance Trust

Fixed Income Portfolio,
High Yield Portfolio and
International Magnum Portfolio of Morgan Stanley Universal Funds, Inc.

Managed Portfolio and
Small Cap Portfolio of OCC Accumulation Trust

Aggressive Growth Portfolio,
Balanced Portfolio,
Growth Portfolio,
Money Market Portfolio,
Small Company Portfolio and
Value Portfolio of Transamerica Variable Insurance Fund, Inc.

A summary of the investment objectives and policies of the portfolios is set
forth below. Before investing, read carefully the prospectuses of the portfolios
that accompany this prospectus. Statements of Additional Information for the
portfolios are available without charge by contacting the Variable Life Service
Center.

There is no guarantee that the investment objective of the portfolios will be
achieved. Contract Value may be more or less than the aggregate payments made to
the Contract. The management fees listed below are fees specified in the
applicable advisory contract (i.e., before any fee waivers). The portfolios'
prospectuses contain more detailed information on the portfolios' investment
objectives, restrictions, risks, expenses and Advisers.

The Capital Appreciation Portfolio of AIM Variable Insurance Funds, Inc. seeks
capital appreciation through investments in commons stocks, with emphasis on
medium-sized and smaller emerging growth companies. The Adviser will be
particularly interested in companies that are likely to benefit from new or
innovative products, services or processes that should enhance such companies'
prospects for future growth in earnings. As a result of this policy, the market
prices of many of the securities purchased and held by the Portfolio may
fluctuate widely. Any income received from securities held by the Portfolio will
be incidental, and an investor should not consider a purchase of shares of the
Portfolio as equivalent to a complete investment program. The Portfolio is
primarily comprised of securities for two basic categories of companies: (1)
"core" companies, which the Adviser considers to have experienced above-average
and consistent long-term growth in earnings and to have excellent prospects for
outstanding future growth, and (2) "earning acceleration" companies which the
Adviser believes are currently enjoying a dramatic increase in profits.

Adviser: A I M Advisors, Inc. Management fee: 0.63%.

The Growth & Income Portfolio of AIM Variable Insurance Funds, Inc. seeks growth
of capital, with current income as a secondary objective. Although the amount of
the Portfolio's current income will vary from time to time, it is anticipated
that the current income realized by the Portfolio will generally be greater than
that realized by mutual funds whose sole objective is growth of capital. The
Portfolio seeks to achieve its objective by generally investing at least 65% of
its net assets in stocks of companies believed by management to have the
potential for above average growth in revenues and earnings. The Portfolio
generally will also invest at least 80% if its net assets in securities which
pay income to the Portfolio.

Adviser: A I M Advisors, Inc. Management fee: 0.63%.

The International Equity Portfolio of AIM Variable Insurance Funds, Inc. seeks
to provide long-term growth of capital by investing in a diversified portfolio
of international equity securities the issuers of which are considered by the
Adviser to have strong earnings momentum. Any income realized by the Portfolio
will be incidental and will not be an important criterion in the selection of
portfolio securities. In managing the Portfolio, the Adviser seeks to apply to a
diversified portfolio of international equity securities judged by the Adviser
to be under-valued relative to the current or projected earnings of the
companies issuing the securities, or relative to current market value of assets
owned by the companies issuing the securities or relative to the equities market
generally. The Portfolio will utilize to the extent practicable a fully managed
investment policy providing for the selection of securities which meet certain
quantitative standards determined by the Adviser. The Adviser will review
carefully the earnings history and prospects for growth of each company
considered for investment by the Portfolio. It is expected that the Portfolio,
when fully invested, will generally be comprised of two basic categories of
foreign companies: (1) "core" companies, which the Adviser considers to have
experienced consistent long-term growth in earnings and to have strong prospects
for outstanding future growth, and (2) companies that the Adviser believes are
currently experiencing a greater than anticipated increase in earnings. if a
particular foreign company meets the quantitative standards determined by the
Adviser, its securities may be acquired by the Portfolio regardless of the
location of the company or the percentage of the Portfolio's Investments in the
company's country or region. However, the Adviser will also consider other
factors in making investment decisions for the Portfolio, including such factors
as the prospects for relative economic growth among countries or regions,
economic and political conditions, currency exchange fluctuations, tax
considerations and the liquidity of a particular security.

Adviser: A I M Advisors, Inc. Management fee: 0.75%.

The Income and Growth Portfolio of The Alger American Fund seeks, primarily, a
high level of dividend income. Capital appreciation is a secondary objective of
the portfolio. Except during temporary defensive periods, the portfolio attempts
to invest 100%, and it is a fundamental policy of the portfolio to invest at
least 65%, of its total assets in dividend paying equity securities. The Adviser
will favor securities it believes also offer opportunities for capital
appreciation. The portfolio may invest up to 35% of its total assets in money
market instruments and repurchase agreements and in excess of that amount (up to
100% of its assets) during temporary defensive periods.

Adviser: Fred Alger Management, Inc. Management Fee: 0.625%.

The Growth and Income Portfolio of the Alliance Variable Products Series Fund,
Inc. seeks reasonable current income and reasonable opportunity for appreciation
through investments primarily in dividend-paying common stocks of good quality.
Whenever the economic outlook is unfavorable for investment in common stock,
investments in other types of securities, such as bonds, convertible bonds,
preferred stock and convertible preferred stocks may be made by the portfolio.
Purchases and sales of portfolio securities are made at such times and in such
amounts as are deemed advisable in light of market, economic and other
conditions.

Adviser: Alliance Capital Management L.P. Management Fee: 0.625%.

The Premier Growth Portfolio of Alliance Variable Products Series Fund, Inc.
seeks growth of capital by pursuing aggressive investment policies. Since
investments will be made based upon their potential for capital appreciation,
current income will be incidental to the objective of capital growth. The
portfolio will invest predominantly in the equity securities (common stocks,
securities convertible into commons stocks and rights and warrants to subscribe
for or purchase common stocks) of a limited number of large, carefully selected,
high-quality U.S. companies that, in the judgment of the Adviser, are likely to
achieve superior earnings growth. The portfolio investments in the 25 such
companies most highly regarded at any point in time by the Adviser will usually
constitute approximately 70% of the portfolio's net assets. The portfolio thus
differs from more typical equity mutual funds by investing most of its assets in
a relatively small number of intensively researched companies. The portfolio
will, under normal circumstances, invest at least 85% of the value of its total
assets in the equity securities of U.S. companies.

Adviser: Alliance Capital Management L.P. Management Fee: 1%.

The Capital Appreciation Portfolio of the Dreyfus Variable Investment Fund is a
diversified portfolio, the primary investment objective of which is to provide
long-term capital growth consistent with the preservation of capital; current
income is a secondary investment objective. During periods which the Sub-Adviser
determines to be of market strength, the portfolio acts aggressively to increase
shareholders' capital by investing principally in common stocks of domestic and
foreign issuers, common stocks with warrants attached and debt securities of
foreign governments. The portfolio will seek investment opportunities generally
in large capitalization companies (those with market capitalizations exceeding
$500 million) which the Sub-Adviser believes have the potential to experience
above average and predictable earnings growth.

Adviser: The Dreyfus Corporation. Sub-Adviser: Fayez Sarofim & Co.
Management Fee: 0.75%.

The Small Cap Portfolio of the Dreyfus Variable Investment Fund seeks to
maximize capital appreciation. It seeks to achieve its objective by investing
principally in common stocks. Under normal market conditions, the portfolio will
invest at least 65% of its total assets in companies with market capitalizations
of less than $1.5 billion at the time of purchase which the Adviser believes to
be characterized by new or innovative products, services or processes which
should enhance prospects for growth in future earnings.

Adviser: The Dreyfus Corporation. Management Fee: 0.75%.

The Balanced Portfolio of the Janus Aspen Series seeks long-term capital growth,
consistent with preservation of capital and balanced by current income. It is a
diversified portfolio that, under normal circumstances, pursues its objective by
investing 40-60% of its assets in securities selected primarily for their growth
potential and 40-60% of its assets in securities selected primarily for their
income potential. This portfolio normally invests at least 25% of its assets in
fixed-income senior securities, which include debt securities and preferred
stocks.

Adviser: Janus Capital Corporation. Management Fee: 0.75% of the first $300
million plus 0.70% of the next $200 million plus 0.65% of the assets over $500
million.

The Worldwide Growth Portfolio of the Janus Aspen Series seeks long-term growth
of capital in a manner consistent with the preservation of capital. It is a
diversified portfolio that pursues its objective primarily through investments
in common stocks of foreign and domestic issuers. The portfolio has the
flexibility to invest on a worldwide basis in companies and other organizations
of any size, regardless of country of organization or place of principal
business activity. The portfolio normally invests in issuers from at least five
different countries, including the United States. The portfolio may at times
invest in fewer than five countries or even a single country.

Adviser: Janus Capital Corporation. Management Fee: 0.75% of the first $300
million plus 0.70% of the next $200 million plus 0.65% of the assets over $500
million.

The Emerging Growth Series of the MFS Variable Insurance Trust seeks to provide
long-term growth of capital. Dividend and interest income from portfolio
securities, if any, is incidental to the investment objective of long-term
growth of capital. The investment policy is to invest primarily (i.e., at least
80% of its assets under normal circumstances) in common stocks of companies that
the Adviser believes are early in their life cycle but which have the potential
to become major enterprises (emerging growth companies). While the portfolio
will invest primarily in common stocks, the portfolio may, to a limited extent,
seek appreciation in other types of securities such as fixed income securities
(which may be unrated), convertible securities and warrants when relative values
make such purchases appear attractive either as individual issues or as types of
securities in certain economic environments. The portfolio may invest in
non-convertible fixed income securities rated lower than "investment grade"
(commonly known as "junk bonds") or in comparable unrated securities, when, in
the opinion of the Adviser, such an investment presents a greater opportunity
for appreciation with comparable risk to an investment in "investment grade"
securities. Under normal market conditions the portfolio will invest not more
than 5% of its nets assets in these securities. Consistent with its investment
objective and policies described above, the portfolio may also invest up to 25%
(and generally expects to invest not more than 15%) of its net assets in foreign
securities (including emerging market securities and Brady Bonds) which are not
traded on a U.S. exchange.

Adviser: Massachusetts Financial Services Company. Management Fee: 0.75%.

The Growth with Income Series of the MFS Variable Insurance Trust seeks
reasonable current income and long-term growth of capital and income. Under
normal market conditions, the portfolio will invest at least 65% of its assets
in equity securities of companies that are believed to have long-term prospects
for growth and income. Equity securities in which the portfolio may invest
include the following: common stocks, preferred stocks and preference stock;
securities such as bonds, warrants or rights that are convertible into stocks;
and depository receipts for those securities. These securities may be listed on
securities exchanges, traded in various over-the-counter markets or have no
organized markets. Consistent with its investment objective and policies
described above, the portfolio may also invest up to 75% (and generally expects
to invest no more than 15%) of its net assets in foreign securities (including
emerging market securities and Brady Bonds) which are not traded on a U.S.
exchange.

Adviser: Massachusetts Financial Services Company. Management Fee: 0.75%.

The Research Series of the MFS Variable Insurance Trust seeks long-term growth
of capital and future income. The policy is to invest a substantial proportion
of its assets in equity securities of companies believed to possess better than
average prospects for long-term growth. Equity securities in which the portfolio
may invest include the following: common stocks, preferred stocks, securities
such as bonds, warrants or rights that are convertible into stocks and
depository receipts for those securities. These securities may be listed on
securities exchanges, traded in various over-the-counter markets or have no
organized markets. A smaller proportion of the assets may be invested in bonds,
short-term obligations, preferred stocks or common stocks whose principal
characteristic is income production rather than growth. Such securities may also
offer opportunities for growth of capital as well as income. In the case of both
growth stocks and income issues, emphasis is placed on the selection of
progressive, well-managed companies. The portfolio's non-convertible debt
investments, if any, may consist of "investment grade" securities, and, with
respect to no more than 10% of the portfolio's net assets, securities in the
lower rated categories or securities which the Adviser believes to be a similar
quality to these lower rated securities (commonly know as "junk bonds").
Consistent with its investment objective and policies described above, the
portfolio may also invest up to 20% of its net assets in foreign securities
(including emerging market securities) which are not traded on a U.S. exchange.

Adviser: Massachusetts Financial Services Company. Management Fee: 0.75%.

The Fixed Income Portfolio of the Morgan Stanley Universal Funds, Inc. seeks
above-average total return over a market cycle of three to five years by
investing primarily in a diversified portfolio of U.S. government and agencies
securities, corporate bonds, mortgage backed securities, foreign bonds and other
fixed income securities and derivatives. The portfolio's average weighted
maturity will ordinarily exceed five years and will usually be between five and
fifteen years.
Adviser: Miller Anderson & Sherrerd, LLP. Management Fee: 0.40% of the first
$500 million plus 0.35% of the next
$500 million plus 0.30% of the assets over $1 billion.

The High Yield Portfolio of the Morgan Stanley Universal Funds, Inc. seeks
above-average total return over a market cycle of three to five years by
investing primarily in high yield securities of U. S. and foreign issuers,
including corporate bonds and other fixed income securities and derivatives.
High yield securities are rated below investment grade and are commonly referred
to as "junk bonds." The portfolio's average weighted maturity will ordinarily
exceed five years and will usually be between five and fifteen years.

Adviser: Miller Anderson & Sherrerd, LLP. Management Fee: 0.50% of the first
$500 million plus 0.45% of the next $500 million plus 0.40% of the assets over
$1 billion.

The International Magnum Portfolio of the Morgan Stanley Universal Funds, Inc.
seeks long-term capital appreciation by investing primarily in equity securities
of non-U.S. issuers domiciled in EAFE countries. The countries in which the
portfolio will invest are those comprising the Morgan Stanley Capital
International EAFE Index, which includes Australia, Japan, New Zealand, most
nations located in Western Europe and certain developed countries in Asia, such
as Hong Kong and Singapore (collectively the "EAFE countries"). The portfolio
may invest up to 5% of its total assets in securities of issuers domiciled in
non-EAFE countries. Under normal circumstances, at least 65% of the total assets
of the portfolio will be invested in equity securities of issuers in at least
three different EAFE countries.

Adviser: Morgan Stanley Asset Management Inc. Management Fee: 0.80% of the first
$500 million plus 0.75% of the next $500 million plus 0.70% of the assets over
$1 billion.

The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through investment in a portfolio consisting of common stocks, bonds and
cash equivalents, the percentages of which will vary based on the Adviser's
assessments of the relative outlook for such investments. Debt securities are
expected to be predominantly investment grade intermediate to long term U.S.
Government and corporate debt, although the portfolio will also invest in high
quality short term money market and cash equivalent securities and may invest
almost all of its assets in such securities when the Adviser deems it advisable
in order to preserve capital. In addition, the portfolio may also purchase
foreign securities provided that they are listed on a domestic or foreign
securities exchange or are represented by American depository receipts listed on
a domestic securities exchange or traded in domestic or foreign over-the-counter
markets.

Adviser: OpCap Advisors. Management Fee: 0.80% of the first $400 million plus
0.75% of the next $400 million plus 0.70% of the assets over $800 million.

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified portfolio consisting primarily of equity
securities of companies with market capitalizations of under $1 billion. Under
normal circumstances at least 65% of the portfolio's assets will be invested in
equity securities. The majority of securities purchased by the portfolio will be
traded on the New York Stock Exchange, the American Stock Exchange or in the
over-the-counter market, and will also include options, warrants, bonds, notes
and debentures which are convertible into or exchangeable for, or which grant a
right to purchase or sell, such securities. In addition, the portfolio may also
purchase foreign securities provided that they are listed on a domestic or
foreign securities exchange or are represented by American depository receipts
listed on a domestic securities exchange or traded in domestic or foreign
over-the-counter markets.

Adviser: OpCap Advisors. Management Fee: 0.80% of the first $400 million plus
0.75% of the next $400 million
plus 0.70% of assets over $800 million.

The Aggressive Growth Portfolio of the Transamerica Variable Insurance Fund,
Inc. seeks to maximize long-term growth. The Portfolio generally invests at
least 90% of its total assets in a non-diversified portfolio of domestic equity
securities of any size, which may include securities of larger more established
companies and/or smaller emerging companies selected by the Sub-Adviser for
their growth potential resulting from growing franchises protected by high
barriers to competition. The Portfolio may invest to a lesser degree in common
stocks of foreign issuers and in other types of domestic and foreign securities,
including preferred stocks, warrants, convertible securities and debt
securities. While the Portfolio will generally be fully invested, should the
Sub-Adviser determine that market conditions warrant, the Portfolio may invest
without limit in cash and cash equivalents for temporary defensive purposes. The
Portfolio is constructed one stock at a time. Although themes may emerge in the
Portfolio, securities are generally selected without regard to any defined
industry sector or other similarly defined selection procedure. Each company
passes through a research process and stands on its own merits as a viable
investment in the Sub-Adviser's opinion.

Adviser: Transamerica Occidental Life Insurance Company.......Sub-Adviser:
Transamerica Investment Services, Inc. Management Fee: x.xx%.

The Balanced Portfolio of the Transamerica Variable Insurance Fund, Inc. seeks
to achieve long-term capital growth and current income with a secondary
objective of capital preservation, by balancing investments among stocks, bonds,
and cash (or cash equivalents). The Portfolio invests in a diversified selection
of common stocks, bonds, and money market instruments and other short-term debt
securities. The Portfolio attempts to achieve reasonable asset appreciation
during favorable market conditions and conservation of principal in adverse
times. The proportion of investments in bonds and stocks will be adjusted
according to business and investment conditions. In general, common stocks
represent 60% to 70% of the Portfolio's total assets, with the remaining 30% to
40% of the Portfolio's assets primarily invested in investment grade bonds and
cash and cash equivalents. The Portfolio holds common stocks primarily to
provide long-term growth of capital. The stocks in the Portfolio are generally
growth companies that are considered to be premier companies and under-valued in
the stock market. The fixed income portion of the Portfolio is invested in a
diversified selection of corporate and U.S. government bonds and mortgage-backed
securities. The fixed income assets are normally at least 65% high quality,
investment grade bonds with maturities between 5 and 30 years. Non-investment
grade bonds held in the fixed income portion of the Portfolio will be less than
20% of the Portfolio's total net assets. The Portfolio may also hold certain
short-term fixed income securities. The Portfolio may buy foreign securities and
other instruments if they meet the same criteria described above for the
Portfolio's investments in general. As much as 20% of the Portfolio's assets may
be invested in foreign securities.

Adviser: Transamerica Occidental Life Insurance Company.......Sub-Adviser:
Transamerica Investment Services, Inc. Management Fee: x.xx%.

The Growth Portfolio of the Transamerica Variable Insurance Fund, Inc., seeks
long-term capital growth. Common stock (listed and unlisted) is the basic form
of investment. The Growth Portfolio invests primarily in common stocks of growth
companies that are considered by the Sub-Adviser to be premier companies. In the
Sub-Adviser's view, characteristics of premier companies include one or more of
the following: dominant market share; leading brand recognition; proprietary
products or technology; low-cost production capability; and excellent management
with shareholder orientation. The Sub-Adviser of the Portfolio believes in
long-term investing and places great emphasis on the sustainability of the above
competitive advantages. Unless market conditions indicate otherwise, the
Sub-Adviser also tries to keep the Portfolio fully invested in equity-type
securities and does not try to time stock market movements. When in the judgment
of the Sub-Adviser market conditions warrant, the portfolio may, for temporary
defensive purposes, hold part or all of its assets in cash, debt or money market
instruments. The portfolio may invest up to 10% of its assets in debt securities
having a call on common stocks that are rated below investment grade.
Adviser: Transamerica Occidental Life Insurance Company. Sub-Adviser:
Transamerica Investment Services, Inc.
Management Fee: 0.75%.

The Money Market Portfolio of the Transamerica Variable Insurance Fund, Inc.
seeks to maximize current income from money market securities consistent with
liquidity and the preservation of principal. The portfolio invests primarily in
high quality U. S. dollar-denominated money market instruments with remaining
maturities of 13 months or less, including: obligations issued or guaranteed by
the U. S. and foreign governments and their agencies and instrumentalities;
obligations of U. S. and foreign banks, or their foreign branches, and U. S.
savings banks; short-term corporate obligations, including commercial paper,
notes and bonds; other short-term debt obligations with remaining maturities of
397 days or less; and repurchase agreements involving any of the securities
mentioned above. The portfolio may also purchase other marketable,
non-convertible corporate debt securities of U. S. issuers. These investments
include bonds, debentures, floating rate obligations, and issues with optional
maturities.

Adviser: Transamerica Occidental Life Insurance Company. Sub-Adviser:
Transamerica Investment Services, Inc. Management Fee: 0.35%.

The Small Company Portfolio of the Transamerica Variable Insurance Fund, Inc.
seeks to maximize long-term growth. It invests primarily in a diversified
portfolio of domestic common stocks. Under normal market conditions, at least
65% of the Portfolio will be invested in companies with smaller market
capitalizations (generally, under $1 billion) or annual revenues of no more than
$1 billion. The companies in which the Portfolio invests are those that the
Sub-Adviser believes to have the potential for significant long-term capital
appreciation. The Portfolio primarily invests in domestic common stocks of small
companies selected by the Sub-Adviser. The Portfolio may invest to a lesser
degree in other types of domestic and foreign securities, including preferred
stocks, warrants, convertible securities and debt securities. Although the
Portfolio is authorized to invest without limitation in foreign equity and debt
securities, the Sub-Adviser currently does not intend to invest in foreign
securities. The Sub-Adviser tries to keep the Portfolio fully invested. However,
when the Sub-Adviser determines that market conditions warrant, the Portfolio
may invest without limitation in cash and cash equivalents for temporary
defensive purposes.

Adviser: Transamerica Occidental Life Insurance Company.......Sub-Adviser:
Transamerica Investment Services, Inc. Management Fee: x.xx%.

The Value Portfolio of the Transamerica Variable Insurance Fund, Inc. seeks to
maximize capital appreciation. The Portfolio is a diversified Portfolio that
invests primarily in securities of companies that the Sub-Adviser believes are
"under-valued" relative to the intrinsic or private market value of the firm.
The securities in the Portfolio may include common and preferred stocks,
warrants, convertible securities, corporate and high-yield debt, and other
securities that the Sub-Adviser believes are attractively priced. The Portfolio
has no pre-set limit as to the percentage of the portfolio which may be invested
in equity securities, debt securities, or cash equivalents. Although the
Portfolio may invest in securities from any size issuer, the Portfolio will
generally invest in securities of issuers with market capitalizations in excess
of $500 million. Debt securities in which the Portfolio invests (such as
corporate and U.S. government bonds, debentures and notes) may or may not be
rated by rating agencies and, if rated, such rating may range from the very
highest to the very lowest. Lower rated debt securities in which the Portfolio
expects to invest are commonly referred to as "junk bonds." The Portfolio is
limited to 35% of total assets for junk bonds and other non-investment grade
debt securities. The Portfolio seeks to invest in debt instruments that are
available at prices less than their intrinsic value. The Sub-Adviser tries to
keep the Portfolio fully invested. However, when the Sub-Adviser determines that
market conditions warrant, the Portfolio may invest without limit in cash and
cash equivalents for temporary defensive purposes.

Adviser: Transamerica Occidental Life Insurance Company.......Sub-Adviser:
Transamerica Investment Services, Inc.
Management Fee: x.xx%.

If there is a material change in the investment objective or policy of a
portfolio, we will notify you of the change. If you have Contract Value
allocated to that portfolio, you may reallocate the Contract Value to another
portfolio or to the Fixed Account without charge. For you to exercise your
rights, we must receive your written request within sixty (60) days of the later
of the

- - Effective date of the material change in the investment objective or policy;
or

- Receipt of the notice of your right to transfer.

THE CONTRACT

APPLYING FOR A CONTRACT

Individuals wishing to purchase a Contract must complete an application. We
offer Contracts to individuals 89 years old and under. For applications for
Second-to-Die Contracts, both proposed Insureds must be 89 years old or under.
After receiving a completed application from a prospective Contract Owner, we
will begin underwriting to decide the insurability of the proposed Insured. We
may require medical examinations and other information before deciding
insurability. We issue a Contract only after underwriting has been completed. We
may reject an application that does not meet our underwriting guidelines.

A prospective Contract Owner may make a payment at the time the application is
completed. The payment must be at least $10,000 and at least 80% of the
guideline single premium for the face amount requested. Under these
circumstances, we will issue a conditional receipt which provides fixed
conditional insurance, but not until after all its conditions are met. Included
in these conditions are the completion of both parts of the application (to the
extent required by our underwriting guidelines), completion of all underwriting
requirements, and the proposed Insured must be insurable under Transamerica's
rules for insurance under the Contract, in the amount, and in the underwriting
class applied for in the application. After all conditions are met, the amount
of fixed conditional insurance provided by the conditional receipt will be the
amount applied for, up to a maximum of $250,000 for persons age 16 to 65 and
insurable in a standard underwriting class, and up to $100,000 for all other
ages and underwriting classes.

If you made the initial payment before the date we approve the application, we
will allocate the payment to our Fixed Account within two business days of
receipt of the payment at our Variable Life Service Center. IF WE ARE UNABLE TO
ISSUE THE CONTRACT, THE PAYMENT WILL BE RETURNED TO THE CONTRACT OWNER WITHOUT
INTEREST.

If your application is approved and the Contract is issued, we will allocate
your Contract Value within two days of the date we approve your application
according to your allocation instructions. However, if your Contract provides
for a full refund of payments under its "Right to Cancel" provision as required
in your state (see THE CONTRACT -- "Free Look Period," below), we will initially
allocate your sub-account investments to the sub-account investing in the Money
Market portfolio. We will reallocate all amounts according to your investment
choices no later than the expiration of four calendar days plus the number of
days under the state free look period (usually 10 days, but longer in some
circumstances).

If your initial payment is equal to the amount of the Guideline Single Premium,
the contract will be issued with the Guaranteed Death Benefit Rider at no
additional cost. If the Guaranteed Death Benefit Rider is in effect on the final
payment date, a guaranteed net death benefit will be provided thereafter unless
the Guaranteed Death Benefit Rider is subsequently terminated. See THE CONTRACT
- -- "Death Benefit" -- "Guaranteed Death Benefit Rider," below. THE GUARANTEED
DEATH BENEFIT RIDER MAY NOT BE AVAILABLE IN ALL JURISDICTIONS.

FREE LOOK PERIOD

The Contract provides for a free look period under the Right to Cancel
provision. You have the right to examine and cancel your Contract by returning
it to us or to one of our representatives on or before the tenth day (or such
later date as required in your state) after you receive the Contract.

If your Contract provides for a full refund under its "Right to Cancel"
provision as required in your state, your refund will be your entire payment. If
your Contract does not provide for a full refund, you will receive:

- Amounts allocated to the Fixed Account; PLUS

- The Contract Value in the sub-accounts; PLUS

- All fees, charges and taxes which have been imposed.

We may delay a refund of any payment made by check until the check has cleared
your bank. Your refund will be determined as of the Valuation Date that the
Contract is received at our Variable Life Service Center.

CONVERSION PRIVILEGE

Within 24 months of the date of issue, you can convert your Contract into a
non-variable Contract by transferring all Contract Value in the sub-accounts to
the Fixed Account. The conversion will take effect at the end of the valuation
period in which we receive, at our Variable Life Service Center, notice of the
conversion satisfactory to us. There is no charge for this conversion. We will
allocate any future payment(s) to the Fixed Account, unless you instruct us
otherwise.

PAYMENTS

The Contracts are designed for a large single payment to be paid by the Contract
Owner on or before the date of issue. The minimum initial payment is $10,000.
The initial payment is used to determine the face amount. The face amount will
be determined by treating the payment as equal to 100% of the guideline single
premium except as provided below.

You also indicate the desired face amount on the application. If the face amount
specified exceeds 100% of the guideline single premium for the payment amount,
the application will be amended and a Contract with a higher face amount will be
issued. If the face amount specified is less than 80% of the guideline single
premium for the payment amount, the application will be amended and a Contract
with a lower face amount will be issued. The Contract Owner must agree to any
amendment to the application.

Under our underwriting rules, the face amount must be based on 100% of the
guideline single premium to be eligible for simplified underwriting.

Payments are payable to the Company. Payments may be made by mail to our
Variable Life Service Center or through our authorized representative. Any
additional payment, after the initial payment, is credited to the sub-accounts
or Fixed Account on the date of receipt at the Variable Life Service Center .

The Contract limits the ability to make additional payments. Any additional
payment(s) may not cause total payments to exceed the maximum payment on the
specifications pages of your Contract. Additional payments may be accepted by us
subject to our underwriting approval if the payment would increase the amount of
the death benefit. No additional payment may be less than $10,000 without our
consent except as necessary to keep a Contract in force.

Total payments may not exceed the current maximum payment limits under federal
tax law. Where total payments would exceed the current maximum payment limits,
we will only accept that part of a payment that will make total payments equal
the maximum. We will return any part of a payment that is greater than that
amount. However, we will accept a payment needed to prevent Contract lapse
during a Contract year. See CONTRACT TERMINATION AND REINSTATEMENT.

ALLOCATION OF PAYMENTS

In the application for your Contract, you decide the initial allocation of the
payment among the sub-accounts and the Fixed Account. You may allocate the
payment to one or more of the sub-accounts and/or the Fixed Account. You may
allocate payment among up to twenty sub-accounts, plus the Fixed Account. The
minimum amount that you may allocate to a sub-account or to the Fixed Account
without our consent is 5.0% of the payment. Allocation percentages must be in
whole numbers (for example, 33 1/3% may not be chosen) and must total 100%.

You may change the allocation of any future payment by written request or
telephone request. You have the privilege to make telephone requests, unless you
elected not to have the privilege on the application. The policy of the Company
and its representatives and affiliates is that they will not be responsible for
losses resulting from acting on telephone requests reasonably believed to be
genuine. We will use reasonable methods to confirm that instructions
communicated by telephone are genuine; otherwise, the Company may be liable for
any losses from unauthorized or fraudulent instructions. We require that callers
on behalf of a Contract Owner identify themselves by name and identify the
Contract Owner by name, date of birth and Social Security number. All telephone
requests are tape recorded. An allocation change will take effect on the date of
receipt of the notice at the Variable Life Service Center.

The Contract Value in the sub-accounts will vary with investment experience. You
bear this investment risk. Investment performance may also affect the death
benefit. Review your allocations of Contract Value as market conditions and your
financial planning needs change.

TRANSFER PRIVILEGE

At any time prior to the election of a payment option, subject to our then
current rules, you may transfer amounts among the sub-accounts or between a
sub-account and the Fixed Account. (You may not transfer that portion of the
Contract Value held in the Fixed Account that secures a Contract loan.)

We will make transfers at your written request or telephone request, as
described in THE CONTRACT -- ALLOCATION OF PAYMENTS. Transfers are effected at
the value next computed after receipt of the transfer order.

The first 18 transfers in a Contract year are free. After that, we may deduct a
transfer charge, not to exceed $25, from amounts transferred on each additional
transfer in that Contract year.

Transfers involving the Fixed Account are currently permitted only if:

- - - There has been at least a ninety (90) day period since the last transfer
from the Fixed Account; and

- - - The amount transferred from the Fixed Account in each transfer does not
exceed the lesser of $100,000 or 25% of the Contract Value.

These limitations do not apply if you elect to make automatic transfers from the
Fixed Account under the Dollar Cost Averaging Option.

You may apply for automatic transfers under either the Dollar Cost Averaging
(DCA) option or the Automatic Account Rebalancing (AAR) option by submitting
your written request to our Variable Life Service Center. Transfers under either
DCA or AAR are generally effective on the 15th day of each scheduled month. If
your written request is received by us prior to the 15th of the month, your
option may begin as early as the 15th of the month in which we receive your
request. Otherwise, your option may begin as early as the 15th of the following
month. You may cancel your election of an option by written request at any time
with regard to future transfers. The DCA option and the AAR option may not be
effective at the same time on your Contract. If you elect one option and, at a
later date, submit written request for the other option, your new written
request will be honored, and the previously elected option will be automatically
terminated.

Dollar Cost Averaging. This option allows you to systematically transfer a set
dollar amount from a "source account" you select for your Contract on a monthly,
quarterly, or semi-annual basis to one or more sub-accounts. You may choose
either the Money Market sub-account or the Fixed Account as your "source
account". The minimum amount of each DCA transfer from the "source account" is
$100, and you may not have value in more than twenty sub-accounts. The Dollar
Cost Averaging option is designed to reduce the risk of your purchasing units
only when the price of the units is high, but you should carefully consider your
financial ability to continue the option over a long enough period of time to
purchase units when their value is low as well as when they are high. The DCA
option does not assure a profit or protect against a loss. The DCA option will
terminate automatically when the value of your "source account" is depleted.

There is no additional charge for electing the DCA option. Transfers to the
Fixed Account are not permitted under the DCA option. Transfers from the Fixed
Account as the "source account" will not be subject to the limitations on
transfers from the Fixed Account. We reserve the right to terminate the DCA
option at any time and for any reason.

Automatic Account Rebalancing (AAR). Once your payments and requested transfers
have been allocated among your sub-account choices, the performance of each
sub-account may cause your allocation to shift such that the relative value of
one or more sub-accounts is no longer consistent with your overall objectives.
Under the Automatic Account Rebalancing option, the balances in your selected
sub-accounts can be restored to the allocation percentages you elect on your
written request by transferring values among the sub-accounts. You may not have
value in more than twenty sub-accounts. The minimum percentage allocation for
each selected sub-account without our consent is 5%, and percentage allocations
must be in whole numbers. The AAR option is available on a quarterly,
semi-annual or annual basis. The minimum total amount of the transfers under the
AAR option is $100 per scheduled date. If the total transfer amount would be
less than $100, no transfer will occur on that scheduled date. The AAR option
does not guarantee a profit or protect against a loss.

There is no additional charge for electing the AAR option. Transfers to or from
the Fixed Account are not permitted under the AAR option. We reserve the right
to terminate the AAR option at any time and for any reason.

The first automatic transfer for the elected option counts as one transfer
toward the 18 free transfers allowed in each Contract year. Each subsequent
automatic transfer for the elected option is free, and does not reduce the
remaining number of transfers that are free in a Contract year.

The following transfers will not count toward the 18 free transfers:

- any transfers made for a conversion privilege;

- transfers to or from the Money Market sub-account during the free-look
period if your Contract provides for a full refund of payments under the
free-look provision (see "THE CONTRACT - APPLYING FOR A CONTRACT");

- transfers because of a Contract loan or a Contract loan repayment; and

- transfers because of a material change in investment policy.

TRANSFER PRIVILEGES SUBJECT TO POSSIBLE LIMITS

All of the transfer privileges described above are subject to our consent. We
reserve the right to impose limits on transfers including, but not limited to,
the:

- Minimum amount that may be transferred;

- Minimum amount that may remain in a sub-account following a transfer from
that sub-account;

- Minimum period between transfers involving the Fixed Account; and

- Maximum amounts that may be transferred from the Fixed Account.

These rules are subject to change by the Company.

DEATH BENEFIT

If the Contract is in force on the Insured's death, we will, with due proof of
death, pay the net death benefit to the named beneficiary. For Second-to-Die
Contracts, the net death benefit is payable on the death of the last surviving
Insured. There is no death benefit payable on the death of the first Insured to
die. We will normally pay the net death benefit within seven days of receiving
due proof of the Insured's death, but we may delay payment of net death
benefits. (See OTHER CONTRACT PROVISIONS - "Delay of Benefit Payments.") The
beneficiary may receive the net death benefit in a lump sum or under a benefit
payment option, unless the benefit payment option has been restricted by the
Contract Owner. (See APPENDIX C - BENEFIT PAYMENT OPTIONS.) The net death
benefit is the amount of the death benefit reduced by certain amounts, as
described below. The amount of the death benefit in some instances depends on
whether the Guaranteed Death Benefit Rider is in effect on the Contract at the
time of the Insured's death.

GUARANTEED DEATH BENEFIT RIDER (NOT AVAILABLE IN ALL JURISDICTIONS) - If at the
time of issue the Contract Owner has made payments equal to 100% of the
guideline single premium, a Guaranteed Death Benefit Rider will be added to the
Contract at no additional charge, if the Rider is available in your state. The
Contract will not lapse while the Guaranteed Death Benefit Rider is in force.
The Guaranteed Death Benefit Rider will terminate (AND MAY NOT BE REINSTATED) on
the first to occur of:

-- Foreclosure of the outstanding loan;

- -- A request for a partial withdrawal or a loan after the final payment date; or

--Your written request to terminate the Rider.

DEATH BENEFIT AND NET DEATH BENEFIT - Through the final payment date, the death
benefit is equal to the GREATER of the:

-- Face amount, or

-- Guideline minimum sum insured.

Through the final payment date, the net death benefit is:

-- The death benefit MINUS

-- Any outstanding loan, rider charges and monthly deductions due and
unpaid through the Contract month in which the Insured dies, as well as
any unpaid partial withdrawals, withdrawal transaction fees, and
applicable surrender charges.

If the Guaranteed Death Benefit Rider is in effect on the final payment date,
and is not subsequently terminated, then the death benefit after the final
payment date is the GREATER of:

-- The face amount on the final payment date, or

- --101% of the Contract Value as of the date due proof of death is received by
us.

The net death benefit after the final payment date if the Guaranteed Death
Benefit Rider is in effect is:

-- The death benefit MINUS

-- Any outstanding loan, through the month in which the Insured dies.

If the Guaranteed Death Benefit Rider is NOT in effect, then the death benefit
after the final payment date is 101% of the Contract Value as of the date due
proof of death is received by us.

The net death benefit after the final payment date if the Guaranteed Death
Benefit Rider is NOT in effect is:

-- The death benefit MINUS

-- Any outstanding loan, through the month in which the Insured dies,
as well as any unpaid partial withdrawals, withdrawal transaction fees,
and applicable surrender charges.

GUIDELINE MINIMUM SUM INSURED -- The guideline minimum sum insured is a
percentage of the Contract Value as set forth in APPENDIX A -- GUIDELINE MINIMUM
SUM INSURED TABLE. The guideline minimum sum insured is computed based on
federal tax regulations to ensure that the Contract qualifies as a life
insurance contract and that the insurance proceeds generally will be excluded
from the gross income of the beneficiary.

ILLUSTRATION -- In this illustration, assume that the Insured is under the age
of 40, and that there is no outstanding loan.

A Contract with a $100,000 face amount will have a death benefit of at least
$100,000. However, because the death benefit must be equal to or greater than
265% of Contract Value, if the Contract Value exceeds $37,736 the death benefit
will exceed the $100,000 face amount. In this example, each dollar of Contract
Value above $37,740 will increase the death benefit by $2.65. For example, a
Contract with a Contract Value of $50,000 will have a guideline minimum sum
insured of $132,500 ($50,000 X 2.65); Contract Value of $60,000 will produce a
guideline minimum sum insured of $159,000 ($60,000 X 2.65); and Contract Value
of $75,000 will produce a guideline minimum sum insured of $198,750 ($75,000 X
2.65).

Similarly, if Contract Value exceeds $37,736, each dollar taken out of Contract
Value will reduce the death benefit by $2.65. If, for example, the Contract
Value is reduced from $60,000 to $50,000 because of partial withdrawals, charges
or negative investment performance, the death benefit will be reduced from
$159,000 to $132,500. If, however, the Contract Value multiplied by the
applicable percentage from the table in Appendix A is less than the face amount,
the death benefit will equal the face amount.

The applicable percentage becomes lower as the Insured's age increases. If the
Insured's age in the above example were, for example, 50 (rather than between
zero and 40), the applicable percentage would be 200%. The death benefit would
not exceed the $100,000 face amount unless the Contract Value exceeded $50,000
(rather than $37,736), and each dollar then added to or taken from Contract
Value would change the death benefit by $2.00.

OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER) - Subject to state
law and approval, you may elect to add the Option to Accelerate Death Benefits
(Living Benefits Rider) to your Contract. This rider is only available for
Contracts providing insurance coverage on a single life. The rider is not
available on Second-to-Die Contracts. There is no direct charge for this rider.
The rider allows you to receive a portion of the net death benefit while the
Insured is alive, subject to the conditions of the rider. You may submit a
written request to receive the "living benefit" under this rider if the Contract
is in force and a qualified physician certifies that the Insured has an illness
or physical condition which is likely to result in the Insured's death within 12
months. You may receive the living benefit either in a single sum or in 12 equal
payments. The option may only be exercised once under the Contract.

The amount you may receive is based on the "option amount". The option amount is
the portion of the death benefit you elect to apply under the rider as an
accelerated death benefit. The option amount must be at least $25,000 and may
not exceed the smallest of

- One-half of the death benefit on the date the option is elected; or - The
amount that would reduce the face amount to our current minimum issue limit;
or

- $250,000
The "living benefit" is the lump sum benefit under this rider and is the amount
used to determine the monthly benefit under the rider. It is the actuarially
calculated present value of the option amount adjusted to reflect the actuarial
present value of lost future mortality charges and to reflect any outstanding
loans. The methodology used in this calculation is on file with state
departments of insurance, where required. Subject to state law, an expense
charge of $150 will be deducted from Contract Value if you exercise the option
under this rider.

If you elect to exercise this option, your Contract will be affected as follows:

-A portion of the outstanding loan will be deducted from the living
benefit, while the remaining outstanding loan will continue in force;

- The Contract's death benefit will be decreased by the option amount; and

- Contract Value will be reduced in the same proportion as the reduction in
the death benefit.

There will be no surrender charges assessed on the reduction in Contract Value.

The rider is intended to provide a qualified accelerated death benefit that is
excludable from gross income for federal income tax purposes. Whether any tax
liability may be incurred, however, depends upon a number of factors.

CONTRACT VALUE

The Contract Value is the total value of your Contract. It is the SUM of:

- Your accumulation in the Fixed Account; PLUS

- The value of your units in the sub-accounts.

There is no guaranteed minimum Contract Value. The Contract Value on any date
depends on variables that cannot be predetermined.

Your Contract Value is affected by the:

- Amount of your payment(s);

- Interest credited in the Fixed Account;

- Investment performance of your sub-accounts;

- Partial withdrawals;

- Loans, loan repayments and loan interest paid or credited; and

- Charges and deductions under the Contract.

COMPUTING CONTRACT VALUE -- We compute the Contract Value on the date of issue
and on each valuation date. On the date of issue, the Contract Value is:

- Your payment plus any interest earned during the period it was allocated
to the Fixed Account (see "THE CONTRACT -- APPLYING FOR A CONTRACT");
MINUS

- The monthly deductions due.

On each valuation date after the date of issue, the Contract Value is the SUM
of:

- Accumulations in the Fixed Account; PLUS

- The SUM of the PRODUCTS of:

- The number of units in each sub-account; TIMES

- The value of a unit in each sub-account on the valuation date.

THE UNIT -- We allocate each payment to the sub-accounts you selected. We credit
allocations to the sub-accounts as units. Units are credited separately for each
sub-account.

The number of units of each sub-account credited to the Contract is the QUOTIENT
of:

- That part of the payment allocated to the sub-account; DIVIDED BY

- The dollar value of a unit on the valuation date the payment is received
at our Variable Life Service Center. (Prior to the end of the free-look period
for your Contract, however,
different rules may apply. See THE CONTRACT - APPLYING FOR A CONTRACT.)

The number of units will remain fixed unless changed by a split of unit value,
transfer, transfer charge, loan, partial withdrawal or surrender. Also, monthly
deductions taken from a sub-account will result in cancellation of units equal
in value to the amount deducted.

The dollar value of a unit of a sub-account varies from valuation date to
valuation date based on the investment experience of that sub-account. This
investment experience reflects the investment performance, expenses and charges
of the portfolio in which the sub-account invests. The value of each unit was
set at $10.00 on the first valuation date of each sub-account (except that the
value for the Money Market sub-account was set at $1.00).

The value of a unit on any valuation date is the PRODUCT of:

- The dollar value of the unit on the preceding valuation date; TIMES

- The net investment factor.

NET INVESTMENT FACTOR -- The net investment factor measures the investment
performance of a sub-account during the valuation period just ended. The net
investment factor for each sub-account is the result of:

- - The net asset value per share of a portfolio held in the sub-account
determined at the end of the current valuation period; PLUS

- The per share amount of any dividend or capital gain distributions made by
the portfolio on shares in the sub-account if the "ex-dividend" date
occurs during the current valuation period; DIVIDED BY

- The net asset value per share of a portfolio share held in the sub-account
determined as of the end of the immediately preceding valuation period;
MINUS

- The mortality and expense risk charge for each day in the valuation period
at an annual rate of 0.80% of the daily net asset value of that
sub-account.

The net investment factor may be more or less than one.

BENEFIT PAYMENT OPTIONS

The net death benefit payable may be paid in a single sum or under one or more
of the benefit payment options then offered by the Company. Benefit payment
options are paid from the General Account and are not based on the investment
experience of the Separate Account. See "APPENDIX C - BENEFIT PAYMENT OPTIONS."
These benefit payment options also are available at the maturity date or if the
Contract is surrendered. If no election is made, we will pay the net death
benefit in a single sum.

OPTIONAL INSURANCE BENEFITS

You may add an optional insurance benefit to the Contract by rider, as described
in APPENDIX B -- OPTIONAL INSURANCE BENEFITS. The cost of optional insurance
benefits, if any, becomes part of the monthly insurance protection charge.

SURRENDER

You may surrender the Contract and receive its surrender value. The surrender
value is:

- The Contract Value; MINUS

- Any outstanding loan and surrender charges.

We will compute the surrender value on the valuation date on which we receive
your written request for surrender. We will deduct a surrender charge if you
surrender the Contract within nine full Contract years of the date of issue. See
CHARGES AND DEDUCTIONS -- "Surrender Charge." If you reinstate your Contract,
however, your surrender charges upon reinstatement will be the charges which
applied on the date of default. See CONTRACT TERMINATION AND REINSTATEMENT. The
surrender value may be paid in a lump sum or under a benefit payment option then
offered by us. See APPENDIX C - BENEFIT PAYMENT OPTIONS. We will normally pay
the surrender value within seven days following our receipt of your written
request. We may delay benefit payments under the circumstances described in
OTHER CONTRACT PROVISIONS -- "Delay of Benefit Payments."

The surrender value will generally be includible in gross income to the extent
that the surrender value plus any outstanding loan at the time of surrender
exceeds the "tax basis" in the Contract. If the Contract is considered a
Modified Endowment Contract (MEC), a 10% federal tax penalty may apply to the
taxable portion of the surrender value if the Contract Owner is less than 59 1/2
years old at the time of the distribution. See FEDERAL TAX CONSIDERATIONS for
important information about surrenders.

PARTIAL WITHDRAWAL

You may withdraw part of the Contract Value of your Contract on written request.
Your written request must state the dollar amount you wish to receive. You may
allocate the amount withdrawn among the sub-accounts and the Fixed Account. If
you do not provide allocation instructions, we will make a pro rata allocation.
Each partial withdrawal must be at least $1,000. We will not allow a partial
withdrawal if it would reduce the Contract Value below $10,000. The face amount
is reduced proportionately based on the ratio of the amount of the partial
withdrawal plus withdrawal transaction fees and applicable surrender charges to
the Contract Value on the date of withdrawal.

On a partial withdrawal from a sub-account, we will cancel the number of units
equal in value to the amount withdrawn. The amount withdrawn will be the amount
you requested plus the withdrawal transaction fee plus the applicable surrender
charges. See CHARGES AND DEDUCTIONS -- "Surrender Charges" and CHARGES AND
DEDUCTIONS -- "Partial Withdrawal Costs." We will normally pay the partial
withdrawal within seven days following our receipt of the written request. We
may delay payment as described in OTHER CONTRACT PROVISIONS -- "Delay of Benefit
Payments."

If the Contract is considered a Modified Endowment Contract (MEC), a partial
withdrawal will be includible in gross income on an "income-out-first" basis.
Additionally, a 10% federal tax penalty may apply to the taxable portion of a
partial withdrawal if the Contract Owner is less than 59 1/2 years old at the
time of the distribution. See FEDERAL TAX CONSIDERATIONS for important
information about partial withdrawals.

CHARGES AND DEDUCTIONS

The following charges will apply to your Contract under the circumstances
described. Some of these charges apply throughout the Contract's duration.

MONTHLY DEDUCTIONS

On the monthly processing date, the Company will deduct an amount to cover
charges and expenses incurred in connection with the Contract. No monthly
deductions will be taken after the final payment date or, for the Distribution
Fee and the Tax Charge, after the end of the tenth Contract year. This monthly
deduction will be deducted by subtracting values from the Fixed Account
accumulation and/or canceling units from each applicable sub-account in the
ratio that the portion of the Contract Value in the sub-account bears to the
Contract Value. The amount of the monthly deduction will vary from month to
month. If the Contract Value is not sufficient to cover the monthly deduction
which is due, the Contract may lapse. (See CONTRACT TERMINATION AND
REINSTATEMENT.)
The monthly deduction is comprised of the following charges:

- - - ADMINISTRATION CHARGE: The Company imposes a monthly charge at an annual
rate of 0.30% of the Contract Value. This charge is to reimburse us for
administrative expenses incurred in the administration of the Contract. It is
not expected to be a source of profit.

- - - MONTHLY INSURANCE PROTECTION CHARGE: Immediately after the Contract is
issued the death benefit will be greater than the payment. While the Contract is
in force, the death benefit generally will be greater than the payment(s). To
enable us to pay this excess of the death benefit over the Contract Value, a
monthly cost of insurance charge is deducted. This charge varies depending on
the type of Contract and the underwriting class of the insured. In no event will
the current deduction for the cost of insurance exceed the guaranteed maximum
insurance protection rates set forth in the Contract. These guaranteed rates are
based on the Commissioners 1980 Standard Ordinary Mortality Tables (Age Last
Birthday), Tobacco User or Non-Tobacco User (males rates are used for unisex
Contracts and Mortality Table D for Second-to-Die Contracts) and the Insured's
sex and Age. There are appropriate adjustments in the rates for non-standard
ratings. The Tables used for this purpose set forth different mortality
estimates for males and females and for tobacco user and non-tobacco user. Any
change in the insurance protection rates will apply to all Insureds of the same
Age, sex and underwriting class whose Contracts have been in force for the same
period.

The underwriting class of an Insured will affect the insurance protection rate.
We currently place Insureds into standard underwriting classes and non-standard
underwriting classes. The underwriting classes are also divided into two
categories: tobacco user and non-tobacco user. We will place Insureds under the
age of 18 at the date of issue in a standard or non-standard underwriting class.
We will then classify the Insured as a non-tobacco user when the Insured reaches
age 18.

We also charge different monthly insurance protection rates depending upon
whether the Contract was issued based on simplified underwriting criteria or,
instead, was issued based on full underwriting. For example, the rates charged
for a standard, non-tobacco user underwriting class will differ between
individuals in that class covered under Contracts issued on a simplified
underwriting basis compared to individuals in that class covered under Contracts
issued on a fully underwritten basis.

Simplified underwriting applies to all applications which meet all of the
following conditions:

- - The Insured (younger Insured for Second-to-Die applications) is at least 35
years old but not older than 80 on the date of issue; - The premium paid is 100%
of the guideline single premium; - The premium is at least $10,000 but not more
than the maximum shown below, based on the Age of the Insured (or, as
applicable, younger Insured)

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

Maximum Single Premium
Age

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

35-44 $30,000

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

45-54 $50,000

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

55-64 $75,000

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

65-80 $100,000

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

- No adverse health conditions are disclosed on the application and no
adverse health conditions are discovered based on information available
from the Medical Information Bureau, Inc. (MIB).

Any application which does not meet all of the conditions listed above will be
fully underwritten.

- - - DISTRIBUTION FEE: During the first ten Contract years, we make a monthly
deduction to compensate us for a portion of the sales expenses which are
incurred by us with respect to the Contracts. This charge is equal to an annual
rate of 0.40% of the Contract Value.

- - - TAX CHARGE: During the first ten Contract years, we make a monthly deduction
to partially compensate us for state and local premium taxes, and federal income
tax treatment of Deferred Acquisition Costs. This charge is equal to an annual
rate of 0.20% of Contract Value. Premium tax rates vary from state to state and
are a percentage of payments made by Contract Owners to us. Currently, rates in
the fifty states and the District of Columbia range between 0.75% and 3.5%.
Since we are subject to retaliatory tax, the effective premium tax for us
typically ranges between 2.35% and 3.5%. Typically, we pay premium taxes
(including retaliatory tax) in all jurisdictions, but the Tax Charge will be
deducted, even if we are not subject to premium or retaliatory tax in a state.
The Company does not intend to profit from this charge.

- - - DAILY DEDUCTIONS: We assess each sub-account with a charge for mortality and
expense risks we assume. Portfolio expenses are also reflected in the Separate
Account.

- - - MORTALITY AND EXPENSE RISK CHARGE: We impose a daily charge at an annual
rate of 0.80% of the average daily net asset value of each sub-account. This
charge compensates us for assuming mortality and expense risks for variable
interests in the Contracts.

The mortality risk we assume is that Insureds may live for a shorter time than
anticipated. If this happens, we will pay more net death benefits than
anticipated. The expense risk we assume is that the expenses incurred in issuing
and administering the Contracts will exceed those compensated by the
administration charges in the Contracts. If the charge for mortality and expense
risks is not sufficient to cover mortality experience and expenses, we will
absorb the losses. If the charge turns out to be higher than mortality and
expense risk expenses, the difference will be a profit to us. If the charge
provides us with a profit, the profit will be available for our use to pay
distribution, sales and other expenses.

- - - PORTFOLIO EXPENSES: The value of the units of the sub-accounts will reflect
the investment advisory fee and other expenses of the portfolios whose shares
the sub-accounts purchase. The prospectuses and statements of additional
information of the portfolios contain more information concerning the fees and
expenses.

No charges are currently made against the sub-accounts for federal or state
income taxes. Should income taxes be imposed, we may make deductions from the
sub-accounts to pay the taxes. See FEDERAL TAX CONSIDERATIONS.

SURRENDER CHARGE

The Contract's contingent surrender charge is a deferred sales charge and an
unrecovered tax charge. The deferred sales charge compensates us for
distribution expenses, including commissions to our representatives, advertising
and the printing of prospectuses and sales literature.
<TABLE>
<CAPTION>

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

Contract Year Surrender Charge Contract Year Surrender Charge

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

<S> <C> <C> <C> <C>
1 9% 6 4%

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

2 8% 7 3%

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

3 7% 8 2%

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

4 6% 9 1%

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

5 5% 10+ 0%

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

</TABLE>

The surrender charge applies for nine Contract years. (See REINSTATEMENT,
however for how surrender charges and applicable Contract years are adjusted if
a contract is reinstated.) We impose the surrender charge only if, during its
duration, you request a full surrender or a partial withdrawal in excess of the
free withdrawal amount.

PARTIAL WITHDRAWAL COSTS - SURRENDER CHARGES AND WITHDRAWAL TRANSACTION FEES.

A surrender charge may be deducted from Contract Value due to partial
withdrawal. However, in any Contract year, you may withdraw, without a surrender
charge, up to:

- 10% of the Contract Value; MINUS

- The total of any prior free withdrawals in the same Contract year ("Free
10% Withdrawal").

The right to make the Free 10% Withdrawal is not cumulative from Contract year
to Contract year. For example, if only 8% of Contract Value were withdrawn in
the second Contract year, the amount you could withdraw in future Contract years
would not be increased by the amount you did not withdraw in the second Contract
year.

We impose any applicable surrender charge on any withdrawal greater than the
Free 10% Withdrawal.

Currently, we do not impose a withdrawal transaction fee for partial
withdrawals. We reserve the right to impose a withdrawal transaction fee of 2.0%
of the amount withdrawn, not to exceed $25.

TRANSFER CHARGES

The first 18 transfers in a Contract year are free. After that, we may deduct a
transfer charge not to exceed $25 from amounts transferred in that Contract
year. This charge reimburses us for the administrative costs of processing the
transfer.

If you apply for automatic transfers, the first automatic transfer for the
elected option counts as one transfer. Each future automatic transfer for the
elected option is without charge and does not reduce the remaining number of
transfers that may be made without charge.

Each of the following transfers of Contract Value is free and does not count as
one of the 18 free transfers in a Contract year:

- A conversion within the first 24 months from date of issue;

- A transfer to the Fixed Account to secure a loan;

- A transfer from the Fixed Account as a result of a loan repayment;

- A reallocation of value in the Money Market sub-account as described above
under THE CONTRACT - Applying for a Contract; and

- A transfer made because of a material change in investment policy.

CONTRACT LOANS

You may borrow money secured by your Contract Value, both during and after the
first Contract year. The total amount you may borrow is the loan value. The
maximum loan value is 90% of the result of Contract Value less surrender charge.
Contract Value equal to the outstanding loan will earn monthly interest in the
Fixed Account at an annual rate of at least 4.0%.

The minimum loan amount is $1,000. The maximum loan amount is the loan value
minus any outstanding loan. We will usually pay the loan within seven days after
we receive the written request. We may delay the payment of loans as stated in
OTHER CONTRACT PROVISIONS -- "Delay of Payments."

We will allocate the loan among the sub-accounts and the Fixed Account according
to your instructions. If you do not make an allocation, we will make a pro rata
allocation. We will transfer the portion of the Contract Value in each
sub-account equal to the Contract loan to the Fixed Account. We will not count
this transfer as a transfer subject to the transfer charge.

PREFERRED LOAN OPTION

Any portion of the outstanding loan that represents (1) earnings in this
Contract, (2) a loan from an exchanged life insurance policy that was carried
over to this Contract, or (3) the gain in the exchanged life insurance policy
that was carried over to this Contract may be treated as a preferred loan. The
available percentage of the gain carried over from an exchanged policy, less any
policy loan carried over, which will be eligible for preferred loan treatment is
as follows:

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

Beginning of Unloaned Gain Beginning of Unloaned Gain Beginning of Unloaned Gain
Contract Year Available Contract Year Available Contract Year Available

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

<S> <C> <C> <C> <C> <C> <C>
1 0% 6 50% 11+ 100%

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

2 10% 7 60%

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

3 20% 8 70%

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

4 30% 9 80%

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

5 40% 10 90%

- ------------------- ------------------- ----------------- -------------------- ------------------ -------------------
</TABLE>

The annual interest rate credited to the Contract Value securing a preferred
loan will be at least 5.5%.

There is some uncertainty as to the tax treatment of preferred loans.
Consult a qualified tax adviser. See FEDERAL TAX CONSIDERATIONS.

LOAN INTEREST CHARGED

Interest accrues daily at the annual rate of 6.0%. Interest is due and payable
in arrears at the end of each Contract year or for as short a period as the loan
may exist. Interest not paid when due will be added to the outstanding loan by
transferring the portion of the Contract Value equal to the interest due to the
Fixed Account.

The interest due will bear interest at the same rate.

REPAYMENT OF OUTSTANDING LOAN

You may pay any loans before Contract lapse or foreclosure and before the
maturity date. We will allocate that part of the Contract Value in the Fixed
Account that secured a repaid loan to the sub-accounts and Fixed Account
according to your instructions. If you do not make a repayment allocation, we
will allocate Contract Value according to your most recent payment allocation
instructions. However, loan repayments allocated to the Separate Account cannot
exceed that portion of the Contract Value previously transferred from the
Separate Account to secure the outstanding loan.

If the outstanding loan exceeds the Contract Value less the surrender charge,
the outstanding loan will be in default and the Contract will enter a grace
period. We will mail a notice of default and minimum required payment to the
last known address of you and any assignee. If you do not make sufficient
payment within 62 days after this notice is mailed, the Contract will terminate
with no value. See CONTRACT TERMINATION AND REINSTATEMENT.

EFFECT OF CONTRACT LOANS

Contract loans will permanently affect the Contract Value and surrender value,
and may permanently affect the death benefit. The effect could be favorable or
unfavorable, depending on whether the investment performance of the sub-accounts
is less than or greater than the interest credited to the Contract Value in the
Fixed Account that secures the loan. We will deduct any outstanding loan from
the proceeds payable when the Insured dies or from a surrender.

We will deduct any outstanding loan from the proceeds payable when the Insured
dies or from a surrender.

If the outstanding loan on your Contract exceeds the Contract Value minus
surrender charges, the Contract will be in default. There is no charge imposed
solely because the Contract goes into default. If you do not pay the required
premium within the grace period, however, the Contract will terminate without
value.

If you have an outstanding loan, decreases in Contract Value, including
decreases due to negative investment results in your sub-account allocations,
could result in default of your Contract. If you have an outstanding loan and do
not pay loan interest when due, unpaid interest will be added to your loan and
will bear interest at the same rate. If your investment gains are not
sufficient, the outstanding loan could be greater than your Contract Value minus
surrender charges, resulting in your Contract going into default.

In the event the Contract lapses or is otherwise terminated while a loan is
outstanding, the loan is foreclosed and this foreclosure will be treated as cash
received from the Contract for income tax purposes. See FEDERAL TAX
CONSIDERATIONS.

If the Contract is considered a Modified Endowment Contract (MEC), a loan taken
from the Contract will be includible in gross income on an "income-out-first"
basis. Additionally, a 10% federal tax penalty may apply to the taxable portion
of a loan if the Contract Owner is less than 59 1/2 years old at the time of the
distribution.
See FEDERAL TAX CONSIDERATIONS for important information about loans.

CONTRACT TERMINATION AND REINSTATEMENT

CONTRACT LAPSE AND TERMINATION
If the Guaranteed Death Benefit Rider is not in effect on your Contract, the
Contract will lapse if, on a monthly processing date, the surrender value is
less than the monthly deductions due. If the Contract lapses, you will have a
62-day grace period in which to pay required premium. If sufficient premium is
not paid by the end of the grace period, the Contract will terminate without
value.

If the Guaranteed Death Benefit Rider is in effect on your Contract, the
Contract will not lapse. If the Guaranteed Death Benefit Rider is terminated,
however, your Contract may then lapse.

REINSTATEMENT

A terminated Contract may be reinstated within three years (or such other time
period required by state law) of the date of default and before the final
payment date (or, before the maturity date if the default occurred because the
outstanding loan exceeded the Contract Value less surrender charges). The
reinstatement takes effect on the monthly processing date following the date you
submit to us:

- Written application for reinstatement;

- Evidence of insurability showing that the Insured is insurable according
to our current underwriting rules;

- A payment that is large enough to cover the cost of all Contract charges
and deductions that were due and unpaid during the grace period;

- A payment that is large enough to keep the Contract in force for three
months; and

- A payment or reinstatement of any loan against the Contract that existed
at the end of the grace period.

Contracts which have been surrendered may not be reinstated. The Guaranteed
Death Benefit Rider may not be reinstated.

SURRENDER CHARGE -- For the purpose of measuring the surrender charge period,
the Contract will be reinstated as of the date of default. The surrender charge
on the date of reinstatement is the surrender charge that would have been in
effect on the date of default. The remaining period during which surrender
charges apply, as well as the percentage charge applicable, will be adjusted
accordingly.

CONTRACT VALUE ON REINSTATEMENT -- The Contract Value on the date of
reinstatement is:

- The payment made to reinstate the Contract and interest earned from the
date the payment was received at our Variable Life Service Center; PLUS

- The Contract Value less any outstanding loan on the date of default; MINUS

- The monthly deductions due on the date of reinstatement.

You may reinstate any outstanding loan.

OTHER CONTRACT PROVISIONS

CONTRACT OWNER

The Contract Owner named on the specification pages of the Contract is the
Insured unless another Contract Owner has been named in the application. As
Contract Owner, you are entitled to exercise all rights under your Contract
while the Insured is alive, with the consent of any irrevocable beneficiary.

BENEFICIARY

The beneficiary is the person or persons to whom the net death benefit is
payable on the Insured's death. Unless otherwise stated in the Contract, the
beneficiary has no rights in the Contract before the Insured dies. While the
Insured is alive, you may change the beneficiary, unless you have declared the
beneficiary to be irrevocable. An irrevocable beneficiary may only be changed
with the consent of the irrevocable beneficiary. If no beneficiary is alive when
the Insured dies, the Contract Owner (or the Contract Owner's estate) will be
the beneficiary. If more than one beneficiary is alive when the Insured dies, we
will pay each beneficiary in equal shares, unless you have chosen otherwise.
Where there is more than one beneficiary, the interest of a beneficiary who dies
before the Insured will pass to surviving beneficiaries proportionally, unless
the Contract Owner has requested otherwise.

ASSIGNMENT

You may assign a Contract as collateral or make an absolute assignment. All
Contract rights will be transferred as to the assignee's interest. The consent
of the assignee may be required to make changes in payment allocations, make
transfers or to exercise other rights under the Contract. We are not bound by an
assignment or release thereof, unless it is in writing and recorded at our
Variable Life Service Center. When recorded, the assignment will take effect on
the date the written request was signed. Any rights the assignment creates will
be subject to any payments we made or actions we took before the assignment is
recorded. We are not responsible for determining the validity of any assignment
or release.

THE FOLLOWING CONTRACT PROVISIONS MAY VARY BY STATE.

LIMIT ON RIGHT TO CHALLENGE THE CONTRACT

Except for fraud (unless such defense is prohibited by state law) or non-payment
of premium, we cannot challenge the validity of your Contract if the Insured was
alive after the Contract has been in force for two years from the date of issue.
This provision does not apply to any riders providing benefits specifically for
disability or death by accident. We may also challenge the validity of your
Contract for two years from the effective date of : 91) any change in
underwriting class that you request; and (2) any reinstatement.

SUICIDE

The net death benefit will not be paid if the Insured commits suicide, while
sane or insane, within two years from the date of issue. Instead, we will pay
the beneficiary all payments made for the Contract, without interest, less any
outstanding loan and partial withdrawals.

MISSTATEMENT OF AGE OR SEX

If the Insured's Age or sex is not correctly stated in the Contract application,
we will adjust the death benefit and the face amount under the Contract to
reflect the correct Age and sex. The adjustment will be based upon the ratio of
the maximum payment for the Contract to the maximum payment for the Contract
issued for the correct Age or sex. We will not reduce the death benefit to less
than the guideline minimum sum insured. For a unisex Contract, there is no
adjusted benefit solely for misstatement of sex. No adjustment will be made if
the Insured dies after the final payment date.

DELAY OF PAYMENTS

We may delay paying any amounts derived from a payment you made by check until
the check has cleared your bank. Amounts payable from the Separate Account for
surrender, partial withdrawals, net death benefit, Contract loans and transfers
may be postponed whenever:

- The New York Stock Exchange is closed other than customary weekend and
holiday closings;

- The SEC restricts trading on the New York Stock Exchange; or

- The SEC determines an emergency exists, so that disposal of securities is
not reasonably practicable or it is not reasonably practicable to compute
the value of the Separate Account's net assets.

We reserve the right to defer amounts payable from the Fixed Account. This delay
may not exceed six months. However, if payment is delayed for 30 days or more,
we will pay interest at least equal to an effective annual yield of 3.0% per
year for the deferment. Amounts from the Fixed Account used to make payments on
Contracts that we or our affiliates issue will not be delayed.

FEDERAL TAX CONSIDERATIONS

The following summary of federal tax considerations is based on our
understanding of the present federal income tax laws as they are currently
interpreted. Legislation may be proposed which, if passed, could adversely and
possibly retroactively affect the taxation of the Contracts. This summary is not
exhaustive, does not purport to cover all situations, and is not intended as tax
advice. We do not address tax provisions that may apply if the Contract Owner is
a corporation or the Trustee of an employee benefit plan. You should consult a
qualified tax adviser to apply the law to your circumstances.

THE COMPANY AND THE SEPARATE ACCOUNT

The Company is taxed as a life insurance company under Subchapter L of the
Internal Revenue Code. We file a consolidated tax return with our parent and
affiliates. We do not currently charge for any income tax on the earnings or
realized capital gains in the Separate Account. We do not currently charge for
federal income taxes with respect to the Separate Account. A charge may apply in
the future for any federal income taxes we incur. The charge may become
necessary, for example, if there is a change in our tax status. Any charge would
be designed to cover the federal income taxes on the investment results of the
Separate Account.

Under current laws, the Company may incur state and local taxes besides premium
taxes. These taxes are not currently significant. If there is a material change
in these taxes affecting the Separate Account, we may charge for taxes paid or
for tax reserves.

TAXATION OF THE CONTRACTS

We believe that the Contracts described in this prospectus are life insurance
contracts under Section 7702 of the Code. Section 7702 affects the taxation of
life insurance contracts and places limits on the relationship of the Contract
Value to the death benefit. As life insurance contracts, the net death benefits
of the Contracts are generally excludable from the gross income of the
beneficiaries. In the absence of any guidance from the Internal Revenue Service
("IRS") on the issue, we believe that providing the same amount at risk after
age 99 as is provided at age 99 should be sufficient to maintain the
excludability of the death benefit after age 99. However, this lack of specific
IRS guidance makes the tax treatment of the death benefit after age 99
uncertain. Also, any increase in Contract Value is not taxable until received by
you or your designee (but see "DISTRIBUTION UNDER MODIFIED ENDOWMENT
CONTRACTS").

Federal tax law requires that the investment of each sub-account funding the
Contracts is adequately diversified according to Treasury regulations. We
believe that the portfolios currently meet the Treasury's diversification
requirements. We will monitor continued compliance with these requirements.

The Treasury Department has announced that previous regulations on
diversification do not provide guidance concerning the extent to which Contract
owners may direct their investment assets to divisions of a separate investment
account without being treated as the owner of such assets who is taxed directly
on the income from such assets. Regulations may provide such guidance in the
future. The Contracts or our administrative rules may be modified as necessary
to prevent a Contract Owner from being treated as the owner of any assets of the
Separate Account who is taxed directly on their income.

A surrender, partial withdrawal, distribution, payment at maturity date, change
in the face amount, lapse with Contract loan outstanding, or assignment of the
Contract may have tax consequences. Within the first fifteen Contract years, a
distribution of cash required under Section 7702 of the Code because of a
reduction of benefits under the Contract may be taxable to the Contract owner as
ordinary income respecting any investment earnings. Federal, state and local
income, estate, inheritance, and other tax consequences of ownership or receipt
of Contract proceeds depend on the circumstances of each Insured, Contract owner
or beneficiary.

CONTRACT LOANS

Transamerica believes that non-preferred loans received under the Contract will
be treated as an indebtedness of the Contract owner for federal income tax
purposes. Under current law, these loans will not constitute income for the
Contract owner while the Contract is in force (but see "MODIFIED ENDOWMENT
CONTRACTS"). There is a risk, however, that a preferred loan may be
characterized by the IRS as a withdrawal and taxed accordingly. At the present
time, the IRS has not issued any guidance on whether loans with the attributes
of a preferred loan should be treated differently from a non-preferred loan.
This lack of specific guidance makes the tax treatment of preferred loans
uncertain.

INTEREST DISALLOWANCE

Under Section 264(a)(4) of the Code, as amended in 1997, interest on Contract
loans is generally nondeductible for a Contract issued or materially changed
after June 8, 1997. In addition, under Section 264(f) certain Contracts under
which a trade or business (other than a sole proprietorship or a business
performing services as an employee) is directly or indirectly a beneficiary can
subject a taxpayer's interest expense to partial disallowance (if the Contract
is issued or materially changed after June 8, 1997), to the extent such interest
expense is allocable to the taxpayer's unborrowed cash values thereunder. You
should consult your tax advisor on how the rules governing the non-deductibility
of interest would apply in your individual situation.

MODIFIED ENDOWMENT CONTRACTS

Special rules described below apply to the tax treatment of loans and other
distributions under any life insurance contract that is classified as a modified
endowment contract ("MEC") under Section 7702A of the Code. A MEC is a life
insurance contract that either fails the "7-pay test" or is received in exchange
for a MEC. In general, a Contract will fail this 7-pay test if the cumulative
premiums and other amounts paid for the Contract at any time during the first 7
contract years (or during any subsequent 7-year test period resulting from a
material change in the Contract) exceed the sum of the net level premiums which
would have been paid up to such time if the Contract had provided for certain
paid-up future benefits after the payment of 7 level annual premiums. If to
comply with this 7-pay test limit any premium amount is refunded with applicable
interest no later than 60 days after the end of the contract year in which it is
received, such refunded amount will be removed from the cumulative amount of
premiums that is compared against such 7-pay test limit. If there is any
reduction in the Contract's benefits (e.g., upon a withdrawal, death benefit
reduction or termination of a rider benefit) during a 7-pay test period, the
Contract will be retested retroactively from the start of such period by taking
into account such reduced benefit level from such starting date. Generally, any
increase in death benefits or other material change in the Contract may be
treated as producing a new contract for 7-pay test purposes, requiring the start
of a new 7-pay test period as of the date of such change.

DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS

Under Section 72(e)(10) of the Code, loans, withdrawals and other distributions
made prior to the Insured's death under a MEC are includible in gross income on
an "income-out-first" basis, i.e., the amount received is treated as allocable
first to the "income in the contract" and then to a tax-free recovery of the
Contract's "investment in the contract" (or "tax basis"). Generally, a
Contract's tax basis is equal to its total premiums less amounts recovered
tax-free. To the extent that the Contract's cash value (ignoring surrender
charges except upon a full surrender) exceeds its tax basis, such excess
constitutes its "income in the contract." However, under Code Section
72(e)(11)(A)(i), where more than one MEC has been issued to the same
Contractholder by the same insurer (or an affiliate) during a calendar year, all
such MEC's are aggregated for purposes of determining the amount of a
distribution from any such MEC that is includible in gross income. In addition,
any amount includible in gross income from a MEC distribution is subject to a
10% penalty tax on premature distributions under Section 72(v) of the Code,
unless the taxpayer has attained age 59 1/2 or is disabled or the payment is
part of a series of substantially equal periodic payments for a qualifying
lifetime period. Furthermore, under Section 72(e)(4)(A) of the Code, any loan,
pledge, or assignment of (or any agreement to assign or pledge) any portion of a
MEC's cash value is treated as producing an amount received for purposes of
these MEC distribution rules. It is unclear to what extent this assignment rule
applies to a collateral assignment that does not secure a loan or pledge (e.g.,
in certain split-dollar arrangements). Under Code Section 7702A(d) the MEC
distribution rules apply not only to all distributions made during the contract
year in which the Contract fails the 7-pay test (and later years), but also to
any distributions made "in anticipation of" such failure, which is deemed to
include any distributions made during the two years prior to such failure. The
Treasury Department has not yet issued regulations or other guidance indicating
what other distributions can be treated as made "in anticipation of" such a
failure or how (e.g., as of what date) should "income in the contract" be
determined for purposes of any distribution that is deemed to be made in
anticipation of a failure.

VOTING RIGHTS

We are the legal owner of all portfolio shares held in the Separate Account and
each sub-account. As the owner, we have the right to vote at a portfolio's
shareholder meetings. However, to the extent required by federal securities laws
and regulations, we will vote portfolio shares that each sub-account holds
according to instructions received from Contract Owners with Contract Value in
the sub-account. If any federal securities laws or regulations or their
interpretation change to permit us to vote shares in our own right, we reserve
the right to do so, whether or not the shares relate to the Contracts.

We will provide each person having a voting interest in a portfolio with proxy
materials and voting instructions. We will vote shares held in each sub-account
for which no timely instructions are received in proportion to all instructions
received for the sub-account. We will also vote in the same proportion our
shares held in the Separate Account that do not relate to the Contracts.

We will compute the number of votes that a Contract Owner has the right to
instruct on the record date established for the portfolio. This number is the
quotient of

- Each Contract Owner's Contract Value in the sub-account; divided by

- The net asset value of one share in the portfolio in which the assets
of the sub-account are invested.

We may disregard voting instructions Contract Owners initiate in favor of any
change in the investment policies or in any investment adviser or principal
underwriter. Our disapproval of any change must be reasonable. A change in
investment policies or investment adviser must be based on a good faith
determination that the change would be contrary to state law or otherwise is
improper under the objectives and purposes of the portfolios. If we do disregard
voting instructions, we will include a summary of and reasons for that action in
the next report to Contract Owners.

DIRECTORS AND PRINCIPAL OFFICERS OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

Robert Abeles* Director, Executive Vice
President and Chief Financial Officer of
TOLIC since 1996. Executive Vice
President and Chief Financial Officer of
First Interstate Bank of California from
1990 to 1996.

Nicki Bair* Senior Vice President of TOLIC
since 1996. Vice President of TOLIC from
1991 to 1996.

Roy Chong-Kit* Senior Vice President and
Actuary of TOLIC since 1997. Vice
President and Actuary of TOLIC from 1995
to 1997. Actuary of TOLIC from 1988 to
1995.

Thomas J. Cusack* Director, Chairman, President
and Chief Executive Officer of TOLIC
since 1997. Director, President and
Chief Executive Officer of TOLIC since
1995. Senior Vice President of
Transamerica Corporation from 1993 to
1995. Vice President of Corporate
Development of General Electric Company
from 1989 to 1993.
<TABLE>
<CAPTION>
<S> <C>
James W. Dederer, CLU* Director, Executive Vice President, General Counsel and Corporate Secretary
of TOLIC since 1988.

George A. Foegele***** Director and Senior Vice President; President and Chief Executive Officer
of Transamerica Life Insurance Company of Canada.

David E. Gooding* Director and Executive Vice President of TOLIC since 1992.
Edgar H. Grubb**** Director, Executive Vice President and Chief Financial Officer of
Transamerica Corporation since 1993. Senior Vice President of Transamerica
Corporation 1989-1993.

Frank C. Herringer**** Director, President and Chief Executive Officer of Transamerica Corporation
since 1991.

Daniel E. Jund, FLMI* Senior Vice President of TOLIC since 1988.

Richard N. Latzer**** Director, Senior Vice President and Chief Investment Officer of
Transamerica Corporation since 1989. Director, President and Chief
Executive Officer of Transamerica Investment Services, Inc. since 1988.

Karen MacDonald* Director, Senior Vice
President and Corporate Actuary of TOLIC
since 1995. Senior Vice President and
Corporate Actuary from 1992 to 1995.

Gary U. Rolle'* Director, Executive Vice President and Chief Investment Officer of
Transamerica Investment Services, Inc. since 1981.

Larry Roy*** Senior Vice President Sales and Marketing of Transamerica Corporation since
1994.

Paul E. Rutledge III*** Director and President, Reinsurance Division since 1998. President, Life
Insurance Company of Virginia, 1991-1997.

William N. Scott, CLU, FLMI** Senior Vice President of TOLIC since 1993. Vice President of TOLIC from
1988 to 1993.

T. Desmond Sugrue* Director and Executive
Vice President of TOLIC since 1997.
Senior Vice President of TOLIC from 1996
to 1997. Self-employed - Consulting from
1994 to 1996. Employed at Bank of
America from 1988 to 1993.

Claude W. Thau, FSA** Senior Vice President of TOLIC since 1996. Vice President of TOLIC from
1985 to 1996.

<PAGE>

Bruce A. Turkstra* Executive Vice President and Chief Information Officer since 1997. Chief
Information Officer of Andersen Worldwide from 1991-1997.

Nooruddin S. Veerjee, FSA* President of Insurance
Products Division since 1997. Director,
President of Group Pension Division of
TOLIC since 1993. Senior Vice President
of TOLIC from 1992 to 1993. Vice
President of TOLIC from 1990 to 1992.

Ron F. Wagley* Senior Vice President and
Chief Agency Officer of TOLIC since
1993. Vice President of TOLIC from 1989
to 1993.

Robert A. Watson**** Director and Executive Vice President of Transamerica Corporation since
1995. President and Chief Executive Officer Westinghouse Financial
Services, 1992-1995.

William R. Wellnitz, FSA*** Senior Vice
President and Actuary of TOLIC since
1996. Vice President and Reinsurance
Actuary of TOLIC from 1988 to 1996.
</TABLE>

*The business address is 1150 South Olive Street, Los Angeles, California 90015.
**The business address is 1100 Walnut Street, 23rd Floor, Kansas City, Missouri
64106. ***The business address is 401 North Tryon Street, Charlotte, North
Carolina 28202. ****The business address is 600 Montgomery Street, San
Francisco, California 94111. *****The business address is 300 Consilium Place,
Scarborough, Ontario, Canada M1H3G2.

Transamerica is insured under a broad manuscript fidelity bond program with
coverage limits of $80,000,000. The lead underwriter is Capital CNA.

DISTRIBUTION

Transamerica Securities Sales Corporation (TSSC) acts as the principal
underwriter and general distributor of the Contract. TSSC is registered with the
SEC as a broker-dealer and is a member of the National Association of Securities
Dealers (NASD). TSSC was organized in 1986 under the laws of the state of
Maryland. Broker-dealers sell the Contracts through their registered
representatives who are appointed by us.

We pay to broker-dealers who sell the Contract commissions based on a commission
schedule, Broker-dealers may choose among available commission options. Each
option includes a commission equal to a percentage of the payment made to the
Contract. Certain options also include a commission equal to a percentage of the
unloaned Contract Value ("trail commission"), paid quarterly beginning with the
second Contract year on in force Contracts. Commission options provide for
commissions of up to 8.0% of payments made, with no trail commissions, and
lesser commissions on payments made but with trail commissions.

Depending upon the insured's Age when the Contract is issued or additional
payments are made, not all options may be available.

To the extent permitted by NASD rules, promotional incentives or payments may
also be provided to broker-dealers based on sales volumes, the assumption of
wholesaling functions or other sales-related criteria. Other payments may be
made for other services that do not directly involve the sale of the Contracts.
These services may include the recruitment and training of personnel, production
of promotional literature, and similar services.

We intend to recoup commissions and other sales expenses through

- The distribution fee; - The surrender charges; and - Investment earnings
on amounts allocated under Contracts to the Fixed Account.

Commissions paid on the Contract, including other incentives or payments, are
not charged to the Contract Owners or the Separate Account.

REPORTS

We will maintain the records for the Separate Account. We will promptly send you
statements of transactions under your Contract, including:

- Payments;

- Transfers among sub-accounts and the Fixed Account;

- Partial withdrawals;

- Increases in loan amount or loan repayments;

- Lapse, loan default, or termination for any reason; and

- Reinstatement.

We will send an annual statement to you that will summarize all of the above
transactions and deductions of charges during the Contract year. It will also
set forth the status of the death benefit, Contract Value, surrender value,
amounts in the sub-accounts and Fixed Account, and any Contract loans. We will
send you reports containing financial statements and other information for the
Separate Account and the Funds as the 1940 Act requires.

SERVICES

The Company receives fees from the investment advisers or other service
providers of certain portfolios in return for providing certain services to
Contract Owners.

LEGAL PROCEEDINGS

There are no pending legal proceedings involving the Separate Account or its
assets. Transamerica is not involved in any litigation that is materially
important to its total assets.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right, subject to law, to make additions to, deletions from, or
substitutions for the shares that are held in the sub-accounts. We may redeem
the shares of a portfolio and substitute shares of another registered open-end
management company, if:

- The shares of the portfolio are no longer available for investment; or

- In our judgment further investment in the portfolio would be improper
based on the purposes of the Separate Account or the affected sub-account.

Where the 1940 Act or other law requires, we will not substitute any shares
respecting a Contract interest in a sub-account without notice to Contract
Owners and prior approval of the SEC and state insurance authorities. The
Separate Account may, as the law allows, purchase other securities for other
contracts or allow a conversion between contracts on a Contract Owner's request.

We reserve the right to establish additional sub-accounts funded by a new
portfolio or by another investment company. Subject to law, we may, in our sole
discretion, establish new sub-accounts or eliminate one or more sub-accounts.

Shares of the portfolios are issued to other separate accounts of Transamerica
and its affiliates that fund variable annuity contracts and that fund other
variable life contracts ("mixed funding"). Shares of the portfolios are also
issued to other unaffiliated insurance companies ("shared funding"). It is
conceivable that in the future such mixed funding or shared funding may be
disadvantageous for variable life insurance contract owners or variable annuity
policy owners. Transamerica does not believe that mixed funding is currently
disadvantageous to either variable life insurance contract owners or variable
annuity contract owners. Transamerica will monitor events to identify any
material conflicts because of mixed funding. If Transamerica concludes that
separate portfolios should be established for variable life and variable annuity
separate accounts, or for separate variable life separate accounts, we will bear
the expenses.

We may change the Contract to reflect a substitution or other change and will
notify Contract Owners of the change. Subject to any approvals the law may
require, the Separate Account or any sub-accounts may be:

- Operated as a management company under the 1940 Act;

- Deregistered under the 1940 Act if registration is no longer required; or

- Combined with other sub-accounts or our other separate accounts.

FURTHER INFORMATION

We have filed a registration statement under the Securities Act of 1933 ("1933
Act") for this offering with the SEC. Under SEC rules and regulations, we have
omitted from this prospectus parts of the registration statement and amendments.
Statements contained in this prospectus are summaries of the Contract and other
legal documents. The complete documents and omitted information may be obtained
from the SEC's principal office in Washington, D.C., on payment of the SEC's
prescribed fees.

MORE INFORMATION ABOUT THE FIXED ACCOUNT

This prospectus serves as a disclosure document only for the aspects of the
Contract relating to the Separate Account. For complete details on the Fixed
Account, read the Contract itself. The Fixed Account and other interests in the
General Account are not regulated under the 1933 Act or the 1940 Act because of
exemption and exclusionary provisions. 1933 Act provisions on the accuracy and
completeness of statements made in prospectuses may apply to information on the
fixed part of the Contract and the Fixed Account. The SEC has not reviewed the
disclosures in this section of the prospectus.

GENERAL DESCRIPTION

You may allocate part or all of your payment to accumulate at a fixed rate of
interest in the Fixed Account. The Fixed Account is a part of our General
Account. The General Account is made up of all of our general assets other than
those allocated to any separate account. Allocations to the Fixed Account become
part of our General Account assets and are used to support insurance and annuity
obligations.

FIXED ACCOUNT INTEREST

We guarantee amounts allocated to the Fixed Account as to principal and a
minimum rate of interest. The interest rates credited to the portion of Contract
Value in the Fixed Account are set by us, but will never be less than 4% per
year. We may establish higher interest rates, and the initial interest rates and
the renewal interest rates may be different. We will guarantee initial interest
rates on amounts allocated to the Fixed Account, either as payments or
transfers, to the next Contract anniversary. At each Contract anniversary, we
will credit the renewal interest rate effective on that date to money remaining
in the Fixed Account. We will guarantee this rate for one year. The initial and
the renewal interest rates do not apply to the portion of the Contract Value in
the Fixed Account which secures any outstanding loan. See "TRANSFERS,
SURRENDERS, PARTIAL WITHDRAWALS AND CONTRACT LOANS."

TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND CONTRACT LOANS

If a Contract is surrendered or if a partial withdrawal is made, a surrender
charge and/or withdrawal transaction fee may be imposed. We deduct partial
withdrawals from Contract Value allocated to the Fixed Account on a
last-in/first out basis.

The first 18 transfers in a Contract year are free. After that, we may deduct a
transfer charge not to exceed $25 for each additional transfer in that Contract
year. The transfer privilege is subject to our consent and to our then current
rules.

Contract loans may also be made from the Contract Value in the Fixed Account. We
will credit that part of the Contract Value that is equal to any outstanding
loan with interest at an effective annual yield of at least 4.0% (5.5% for
preferred loans).

We may delay transfers, surrenders, partial withdrawals, net death benefits and
Contract loans up to six months. However, if payment is delayed for 30 days or
more, we will pay interest at least equal to an effective annual yield of 3.0%
per year for the deferment. Amounts from the Fixed Account used to make payments
on Contracts that we or our affiliates issue will not be delayed.

INDEPENDENT AUDITORS

The consolidated financial statements of Transamerica at December 31, 1997, have
been audited by Ernst & Young LLP, Independent Auditors, as set forth in their
report appearing elsewhere herein, and are included in reliance on such report
given upon the authority of such firm as experts in accounting and auditing.
There are no audited financial statements for the Separate Account since it had
not commenced operations as of December 31, 1998.

FINANCIAL STATEMENTS

Financial Statements for Transamerica are included in this prospectus, starting
on the next page. Transamerica Occidental Life Separate Account VUL-2 had not
yet commenced operations as of December 31, 1998, and, therefore, no financial
statement is included for the Separate Account. The financial statements of
Transamerica should be considered only as bearing on our ability to meet our
obligations under the Contract. They should not be considered as bearing on the
investment performance of the assets held in the Separate Account.

<PAGE>

APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE

The guideline minimum sum insured is a percentage of the Contract Value as set
forth below. The percentages in the table are at least equal to the minimum
percentages required by federal tax regulations.

Guideline Minimum Sum Insured Table
Attained Age Percentage Attained Age Percentage
40 or less 265% 64 137%
<S> <C> <C> <C> <C>
41 258% 65 135%
42 251% 66 134%
43 244% 67 133%
44 237% 68 132%
45 230% 69 131%
46 224% 70 130%
47 218% 71 128%
48 212% 72 126%
49 206% 73 124%
50 200% 74 122%
51 193% 75-85 120%
52 186% 86 118%
53 179% 87 116%
54 172% 88 114%
55 165% 89 112%
56 161% 90 110%
57 157% 91 108%
58 153% 92 106%
59 149% 93 -95 105%
60 145% 96 104%
61 143% 97 103%
62 141% 98 102%
63 139% 99-115 101%

</TABLE>

<PAGE>

APPENDIX B -- OPTIONAL INSURANCE BENEFITS

This Appendix provides only a summary of other insurance benefits available by
rider. For more information, contact your representative. Certain riders may not
be available in all states.

OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER)

This rider allows the Contract Owner to elect to receive part of the net
death benefit under the Contract prior to the Insured's death if the Insured
becomes terminally ill, as defined in the rider. This rider is not available on
Second-to-Die Contracts.

LIFE INSURANCE 1035 EXCHANGE RIDER

This rider provides preferred loan rates to: (a) any outstanding loan
carried over from an exchanged policy, the proceeds of which are applied to
purchase the Contract; and (b) a percentage of the gain under the exchanged
policy, less the outstanding policy loans carried over to the Contract, as of
the date of exchange.

GUARANTEED DEATH BENEFIT RIDER

If the Contract Owner pays 100% of the guideline single premium for the
Contract, this rider will be added to the Contract without additional charge. If
the rider is in effect, the Contract will not lapse through the final payment
date. After the final payment date, if the rider is in effect and is not
subsequently terminated, the rider provides that the death benefit after the
final payment date is the GREATER of (a) the face amount as of the final payment
date or (b) 101% of the Contract Value as of the date due proof of death is
received by the Company. The net death benefit under the rider after the final
payment date is the death benefit REDUCED by the outstanding loan, if any,
through the Contract month in which the Insured dies. The rider may terminate
under certain circumstances and, once terminated, may not be reinstated.

<PAGE>

APPENDIX C -- PAYMENT OPTIONS

BENEFIT PAYMENT OPTIONS -- On written request, the surrender value or all or
part of any payable net death benefit may be paid under one or more benefit
payment options then offered by the Company. If you do not make an election, we
will pay the benefits in a single sum. If a benefit payment option is selected,
the beneficiary may pay to us any amount that would otherwise be deducted from
the death benefit. A certificate will be provided to the payee describing the
payment option selected.

The amounts payable under a benefit payment option are paid from the Fixed
Account. These amounts are not based on the investment experience of the
Separate Account. The amounts payable under these options, for each $1,000
applied, will be:

(a) the rate per $1,000 of benefit based on our non-guaranteed current benefit
payment option rates for this class of Contracts, or

(b) the rate in your Contract for the applicable benefit payment option,
whichever is greater.

OPTION A: INSTALLMENT FOR A GUARANTEED PERIOD -- We will pay equal installments
for a guaranteed period of from one to thirty years. Each installment will
consist of part benefit and part interest. We will pay the installments monthly,
quarterly, semi-annually or annually, as requested.

OPTION B: INSTALLMENTS FOR LIFE WITH A GUARANTEED PERIOD -- We will pay equal
monthly installments as long as the payee is living, but we will not make
payments for less than the guaranteed period the payee chooses. The guaranteed
period may be either 10 years or 20 years. We will pay the installments monthly.

OPTION C: BENEFIT DEPOSITED WITH INTEREST -- We will hold the benefit on
deposit. It will earn interest at the annual interest rate we are paying as of
the date of death, surrender or maturity. We will not pay less than 2 1/2%
annual interest. We will pay the earned interest monthly, quarterly,
semi-annually or annually, as requested. The payee may withdraw part or all of
the benefit and earned interest at any time.

OPTION D: INSTALLMENTS OF A SELECTED AMOUNT -- We will pay installments of a
selected amount until we have paid the entire benefit and accumulated interest.

OPTION E: ANNUITY -- We will use the benefit as a single premium to buy an
annuity. The annuity may be payable to one or two payees. It may be payable for
life with or without a guaranteed period, as requested. The annuity payment will
not be less than what our current annuity contracts are then paying.

GENERAL -- The payee may arrange any other method of settlement as long as we
agree to it. The payee must be an individual receiving payment in his or her own
right. There must be at least $10,000 available for any option and the amount of
each installment to each payee must be at least $100. If the benefit amount is
not enough to meet these requirements, we will pay the benefit in a lump sum.

The first installment under any option will be for the period brginning on the
date of death, maturity or surrender, whichever applies. Any unpaid balance we
hold under Options A, B or D will earn interest at the rate we are paying at the
time of settlement. We will not pay less than 3% annual interest. Any benefit we
hold will be combined with our general assets.

If the payee does not live to receive all guaranteed payments under Options A,
B, D or E or any amount deposited under Option C, plus any accumulated interest,
we will pay the remaining benefit as scheduled to the payee's estate. The payee
may name and change a successor payee for any amount we would otherwise pay the
payee's estate.

<PAGE>

APPENDIX D -- ILLUSTRATIONS OF DEATH BENEFIT, CONTRACT VALUES
AND ACCUMULATED PAYMENTS

The following tables illustrate the way in which a Contract's death benefit and
Contract Value could vary over an extended period.

ASSUMPTIONS

The tables illustrate the following Contracts:

1. A Contract issued to a male, Age 55, under a standard underwriting class
and qualifying for the non-tobacco user discount, issued based on
simplified underwriting criteria;
2. A Contract issued to a male, Age 55, under a standard underwriting class
and qualifying for the non-tobacco user discount, issued on a fully
underwritten basis;
3. A Second-to Die Contract issued to a male, Age 55 and to a female 55, each
Insured qualifying for a standard underwriting class and the non-tobacco
user discount, issued based on simplified underwriting criteria;
4. A Second-to-Die Contract issued to a male, Age 55 and to a female 55, each
Insured qualifying for a standard underwriting class and the non-tobacco
user discount, issued based on a fully underwritten basis;
5. A Contract issued to a male, Age 65, under a standard underwriting class
and qualifying for the non-tobacco user discount, issued based on
simplified underwriting criteria simplified underwriting criteria;
6. A Contract issued to a male, Age 65, under a standard underwriting class
and qualifying for the non-tobacco user discount, issued on a fully
underwritten basis;
7. A Second-to-Die Contract issued to a male, Age 65 and to a female 65, each
Insured qualifying for a standard underwriting class and the non-tobacco
user discount, issued based on simplified underwriting criteria; and
8. A Second-to-Die Contract issued to a male, Age 65 and to a female 65, each
Insured qualifying for a standard underwriting class and the non-tobacco
user discount, issued based on a fully underwritten basis.

The tables illustrate Contract Values based on the assumptions that no Contract
loans have been made, that no partial withdrawals have been made, and that no
more than 18 transfers have been made in any Contract year (so that no
transaction fee or transfer charges have been incurred). On request, we will
provide a comparable illustration based on the proposed Insured's age, sex, and
underwriting class, and a specified payment.

The tables assume that the single payment is allocated to and remains in the
Separate Account for the entire period shown. The tables are based on
hypothetical gross investment rates of return for the portfolio (i.e.,
investment income and capital gains and losses, realized or unrealized) equal to
constant gross annual rates of 0%, 6%, and 12%. The second column of the tables
shows the amount that would accumulate if the single payment was invested to
earn interest (after taxes) at 5% compounded annually.

The Contract Values and death benefit would be different from those shown if the
gross annual investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above or below the averages for individual Contract
years. The values would also be different depending on the allocation of the
Contract's total Contract Value among the sub-accounts, if the rates of return
averaged 0%, 6% or 12, but the rates of each portfolio varied above and below
the averages.

The hypothetical returns shown in the table do not reflect any charges for
income taxes against the Separate Account since no charges are currently made.
However, if in the future the charges are made, to produce illustrated death
benefits and Contract Value, the gross annual investment rate of return would
have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges.

D-1
DEDUCTIONS FOR CHARGES

The amounts shown for the death proceeds and Contract Values take into account
the monthly deductions from Contract Value: (1) the administration charge
equivalent to 0.30% on an annual basis; (2) the tax charge equivalent to 0.20%
on an annual basis, deducted during the first ten Contract years; and (3) the
distribution fee equivalent to 0.40% on an annual basis, deducted during the
first ten Contract years. The amounts shown for the death proceeds and the
Contract Values also take into account the daily charge against the sub-accounts
for mortality and expense risks equivalent to 0.80% on an annual basis.

EXPENSES OF THE PORTFOLIOS

The amounts shown in the tables also take into account the portfolio management
fees and operating expenses, which are assumed to be at an annual rate of 0.xx%
of the average daily net assets of the portfolios. The actual fees and expenses
of each portfolio vary, and, in 1997, ranged from an annual rate of 0.xx% to an
annual rate of x.xx% of average daily net assets. The fees and expenses
associated with the Contract may be more or less than x.xx% in the aggregate,
depending upon how you make allocations of the Contract Value among the
sub-accounts.

NET ANNUAL RATES OF INVESTMENT

Taking into account the Separate Account mortality and expense risk charge of
0.80%, and the assumed x.xx% charge for portfolio management fees and operating
expenses, the gross annual rates of investment return of 0%, 6% and 12%
correspond to net annual rates of -x.xx%, x.xx% and xx.xx%, respectively.

The hypothetical returns shown in the table do not reflect any charges for
income taxes against the Separate Account since no charges are currently made.
However, if in the future such charges are made, in order to produce illustrated
death benefits and Contract Values, the gross annual investment rate of return
would have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax
charges.

UPON REQUEST, THE COMPANY WILL PROVIDE A COMPARABLE ILLUSTRATION BASED UPON THE
PROPOSED INSURED'S AGE AND UNDERWRITING CLASSIFICATION, THE SINGLE PAYMENT
AMOUNT, AND THE ALLOWABLE REQUESTED FACE AMOUNT.

<PAGE>
CONTENTS OF THE REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-reference to items required by Form N-8B-2. The prospectus consists of
____ pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484 under the Securities Act of 1933.
Representations Pursuant to Section 26(e) of the Investment Company Act of 1940

The signatures.

Written consents of the following persons:

1. Ernst & Young LLP
2. Actuarial Opinion

The following exhibits:

1. Exhibit 1
(Exhibits required by paragraph A of the instructions to Form N-8B-2)

(1) Certified copy of Resolutions of the Board of Directors of the
Company of December 6, 1996 establishing the Transamerica
Occidental Life Separate Account
VUL-2. 1/

(2) Not Applicable.

(3) (a) Form of Distribution Agreement between Transamerica Securities
Sales Corporation and Transamerica Occidental Life Insurance Company. 1/

(b) Form of Sales Agreement between Transamerica Life Companies,
Transamerica Securities Sales Corporation and Broker-Dealers 1/

(4) Not Applicable.

(5) Forms of Policy and Policy riders.

(6) Organizational documents of the Company, as amended. 1/

(7) Not Applicable.

(8) Form of Participation Agreement between: Transamerica Occidental
Life Insurance Company and:

(a) re The Alger American Fund 1/
(b) re Alliance Variable Products Series Fund, Inc. 1/ (c) re
Dreyfus Variable Investment Fund 1/ (d) re Janus Aspen Series
1/ (e) re MFS Variable Insurance Trust 1/ (f) re Morgan
Stanley Universal Funds, Inc. 1/ (g) re OCC Accumulation
Trust 1/ (h) re Transamerica Variable Insurance Fund, Inc. 1/

(9) Administrative Agreements between Transamerica Occidental Life
Insurance Company and First Allmerica Financial Life Insurance
Company 1/

(10) Form of Application.

(11) Issuance, Transfer and Redemption Procedures Memorandum.

(12) Financial Data Schedule.

2. Form of Policy and Policy riders are included in Exhibit 1 above.

3. Opinion of Counsel. 1/

4. Not Applicable.

5. Not Applicable.

6. Actuarial Consent 1/

7. Consent of Independent Accountants

8. Powers of Attorney 1/

1/ Filed herewith.

<PAGE>

Part II

Undertaking To File Reports
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

Rule 484 Undertaking
Article V, Section I, of Transamerica's Bylaws provides: Each person who was or
is a party or is threatened to be made a party to or is involved, even as a
witness, in any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (hereafter a
"Proceeding"), by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another foreign or domestic corporation
partnership, joint venture, trust, or other enterprise, or was a director,
officer, employee, or agent of a foreign or domestic corporation that was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation, including service with respect to
employee benefit plans, whether the basis of the Proceeding is alleged action in
an official capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or agent (hereafter an
"Agent"), shall be indemnified and held harmless by the corporation to the
fullest extent authorized by statutory and decisional law, as the same exists or
may hereafter be interpreted or amended (but, in the case of any such amendment
or interpretation, only to the extent that such amendment or interpretation
permits the corporation to provide broader indemnification rights than were
permitted prior thereto) against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes and penalties, amounts
paid or to be paid in settlement, any interest, assessments, or other charges
imposed thereon, and any federal, state, local, or foreign taxes imposed on any
Agent as a result of the actual or deemed receipt of any payments under this
Article) incurred or suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including on appeal), or
preparing for any of the foregoing, in any Proceeding (hereafter "Expenses");
provided, however, that except as to actions to enforce indemnification rights
pursuant to Section 3 of this Article, the corporation shall indemnify any Agent
seeking indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if the Proceeding (or part thereof) was authorized
by the Board of Directors of the corporation. The right to indemnification
conferred in this Article shall be a contract right. (It is the Corporation's
intent that these bylaws provide indemnification in excess of that expressly
permitted by Section 317 of the California General Corporation Law, as
authorized by the corporation's Articles of Incorporation.)

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The directors and officers of Transamerica Occidental Life Insurance Company are
covered under a Directors and Officers liability program which includes direct
coverage to directors and officers (Coverage A) and corporate reimbursement
(Coverage B) to reimburse the Company for indemnification of its directors and
officers. Such directors and officers are indemnified for loss arising from any
covered claim by reason of any Wrongful Act in their capacities as directors or
officers. In general, the term "loss" means any amount which the insureds are
legally obligated to pay for a claim for Wrongful Acts. In general, the term
"Wrongful Acts" means any breach of duty, neglect, error, misstatement,
misleading statement or omission caused, committed or attempted by a director or
officer while acting individually or collectively in their capacity as such,
claimed against them solely by reason of their being directors and officers. The
limit of liability under the program is $95,000,000 for Coverage A and
$80,000,000 for Coverage B for the period 11/15/98 to 11/15/2000. Coverage B is
subject to a self insured retention of $15,000,000. The primary policy under the
program is with CNA Lloyds, Gulf, Chubb and Travelers.

Representations Pursuant to Section 26(e) of the Investment Company Act of 1940
Transamerica hereby represents that the fees and charges deducted under the
Policy, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by Transamerica.

<PAGE>
Exhibit List

1 ((1)-(12)) Exhibits required and attached to Form N-8b-2

2 Form of Contract and Riders
3 Opinion of Counsel
6 Actuarial Consent
8 Powers of Attorney
<PAGE>

2 Form of Contract and Riders
<PAGE>

Page 1 of 1
Contract form number

TLC Logo

PLEASE READ THIS CONTRACT CAREFULLY

This modified single payment variable universal life insurance Contract is a
legal Contract between you ("the owner") and Transamerica Occidental Life
Insurance Company ("we" and "the Company"). If you pay the required payments, we
will pay your beneficiary the net death benefit when the person you are insuring
("the insured") dies prior to the Maturity Date or, if the insured is alive on
the Maturity Date, we will pay the surrender value to the owner on the Maturity
Date. If the Contract is issued with two insureds, net death benefits are
payable at the death of the last surviving insured. There is no death benefit at
the death of the first of the insureds.

THE DEATH BENEFIT AND CONTRACT VALUE, WHEN BASED ON THE INVESTMENT PERFORMANCE
OF THE VARIABLE ACCOUNT, MAY INCREASE OR DECREASE AND ARE NOT GUARANTEED AS TO A
FIXED DOLLAR AMOUNT. PLEASE REFER TO THE VARIABLE ACCOUNT AND "WHAT YOU SHOULD
KNOW ABOUT THE DEATH BENEFIT" SECTIONS FOR ADDITIONAL INFORMATION. WE AGREE TO
PAY THE BENEFITS OF THIS CONTRACT IN ACCORDANCE WITH ITS TERMS.

RIGHT TO CANCEL
We want you to be satisfied with the Contract you have purchased, and we urge
you to examine it closely. If for any reason you are not satisfied, you may
return the Contract to us or an authorized representative within 10 days after
receipt of the Contract. If you return the Contract, it will be void from the
date of issue, and you will receive a refund equal to the total of: 1. the
difference between any payments made, including fees or any other charges, and
the amounts allocated to
the Variable Account;
2. the value of the amounts in the Variable Account on the date the returned
Contract is received at our
Variable Life Service Center; and
3. any fees or other charges imposed on amounts in the Variable Account.

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

Home Office: 1150 South Olive, Los Angeles, California 90015
Variable Life Service Center: 440 Lincoln Street, P.O. Box 3800, Worcester,
Massachusetts 01653

This is a legal Contract between Transamerica Occidental Life Insurance Company
and the owner. It is issued in consideration of the payment shown on the
specification pages.

MODIFIED SINGLE PAYMENT VARIABLE UNIVERSAL LIFE INSURANCE CONTRACT
NON-PARTICIPATING

Executive Vice President, General Counsel and Corporate Secretary

President and CEO

<PAGE>

(to reviewers: To be updated on final draft)

Table of Contents

Specification Pages
Definitions
General Terms
Information about you and the beneficiary What you should know about:
The payments
Your Contract Value
The Variable Account
The Fixed Account
Transfers
Borrowing from your Contract
Surrenders and partial withdrawals
The death benefit
The benefit payment options

<PAGE>

Specification

Contract Number: [specimen]

=============================================================================

[First] Insured: [John Doe] [First] Insured's Sex: [Male]
[First] Insured's Age: [55] [First] Insured's Underwriting
Class: [Non-smoker]
- ----------------------------------------------------------------------------

[Second Insured:] [Second Insured's Sex:]
[Second Insured's Age:] [Second Insured's Underwriting Class:]

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

Date of Issue: [01/01/1999] Contract Plan: Modified Single Payment Variable
Universal Life Insurance Contract
Face Amount: [$318,554] Monthly Processing Date:
[1st of each month]
Owner(s): [John Doe] Rider(s): [Guaranteed Death Benefit
Living Benefits]
Beneficiary at Issue: [Mary Doe] Rider[s] Date of Issue: [01/01/99]
---------------------------------------------------------------

Payment: [$50,000]
Maximum Payment: The greater of [$50,000] or [$4,123] times
the current Contract year.
Guaranteed Death Benefit
Payment: [$x]
Guideline Single Payment: [$x]
Guideline Level Payment: [$x]
Final Payment Date: [01/01/1999]
Maturity Date: [01/01/2059]

Initial Payment Allocation:

Variable Sub-Accounts Advisers:

[30% Transamerica VIF Growth Portfolio Transamerica Occidental Life Insurance
Company
20% Alliance VPF Premier Growth Alliance Capital Management L.P.
20% Dreyfus VIF Capital Appreciation The Dreyfus Corporation
20% OCC Accumulation Trust Managed OpCap Advisors
5% Janus Aspen Worldwide Growth Janus Capital Corporation]

Fixed Account
[5%] Initial Interest Rate: [4%]

<PAGE>

Specification

[First] Insured: [John Doe] Contract Number: [specimen]
[Second Insured:]
==========================================================
Minimum Additional Payment: [$10,000]
Minimum Fixed Account Interest Rate: [4% of value not subject to
Outstanding Loan]
[4% of value securing Outstanding
Loan - not Preferred Loan]
[5 1/2% of value securing
Outstanding Loan - Preferred Loan]
Outstanding Loan Interest Rate: [6%]
Maximum Loan Amount: [90% of the result of the
Contract Value less the surrender charge]
Minimum Loan Amount: [$1,000]
Minimum Balance After Withdrawal: [$10,000]
Free Withdrawal Amount: [10% of Contract Value]
<TABLE>
<CAPTION>

Fees and Deductions: Current Guaranteed

<S> <C> <C> <C> <C>
Administration Charge: [0.30%] Annually (1) [0.30%] Annually (1)
Distribution Fee (Contract Years 1-10): [0.40%] Annually (1) [0.40%] Annually (1)
Tax Charge (Contract Years 1-10): [0.20%] Annually (1) [0.20%] Annually (1)
Insurance Protection Charge: [0.50%] Annually (1) See Page x
Mortality & Expense Risk Charge: [0.80%] Annually (2) [0.80%] Annually (2)
Withdrawal Transaction Fee: [No fee assessed.] [2% of amount withdrawn, not to
exceed $25]
</TABLE>

(1) This charge is deducted monthly from the Contract Value on a pro rata
basis. The monthly charge is equal to one-twelfth of this factor
times the Contract Value.
(2) This charge is deducted daily from each sub-account of the Variable
Account on a pro rata basis.
----------------

Surrender Charge Table (Percent of Total Payments Withdrawn)
--------------------------- -------------------------------
Contract Year* Total Surrender Charge
--------------------------- -------------------------------
--------------------------- -------------------------------
[1 9%
--------------------------- -------------------------------
--------------------------- -------------------------------
2 8%
--------------------------- -------------------------------
--------------------------- -------------------------------
3 7%
--------------------------- -------------------------------
--------------------------- -------------------------------
4 6%
--------------------------- -------------------------------
--------------------------- -------------------------------
5 5%
--------------------------- -------------------------------
--------------------------- -------------------------------
6 4%
--------------------------- -------------------------------
--------------------------- -------------------------------
7 3%
--------------------------- -------------------------------
--------------------------- -------------------------------
8 2%
--------------------------- -------------------------------
--------------------------- -------------------------------
9 1%
--------------------------- -------------------------------
--------------------------- -------------------------------
10+ 0%]
--------------------------- -------------------------------

* If your Contract is reinstated, the surrender charge on the date of
reinstatement will be the surrender charge that was in effect on the date of
default. Subsequent surrender charges will be adjusted accordingly.

If you have questions regarding this Contract or need assistance about your
coverage, please call our Variable Life Service Center. The phone number is
[1-(800)-782-8315].

<PAGE>

Specification

[First] Insured: [John Doe] Contract Number: [specimen]
[Second Insured:]

shapeType20fFlipH0fFlipV0lineWidth38100fShadow0
Guaranteed Maximum Monthly Insurance Protection Rate Table

[Age] Insurance Protection Rate [Age] Insurance Protection Rate
[Age Younger Insured] ($) Per $1,000 [Age Younger Insured] ($) Per $1,000
<S> <C> <C> <C> <C>
[55 0.68 85 14.17
56 0.75 86 15.56
57 0.83 87 17.00
58 0.91 88 18.48
59 1.01 89 20.04
60 1.11 90 21.69
61 1.23 91 23.48
62 1.36 92 25.50
63 1.51 93 27.96
64 1.69 94 31.38

65 1.87 95 36.79
66 2.07 96 46.58
67 2.29 97 67.04
68 2.53 98 83.33
69 2.79 99 83.33]
70 3.09
71 3.44
72 3.83
73 4.29
74 4.79

75 5.33
76 5.90
77 6.51
78 7.15
79 7.84
80 8.62
81 9.49
82 10.50
83 11.62
84 12.86

</TABLE>

Note: [Single life, Male, Age 55, Non-smoker] Based on 1980 CSO Age Last
Birthday (ALB)Table.

<PAGE>

Important Definitions

Age means how old the insured is on his or her last birthday measured on the
date of issue and each Contract anniversary, thereafter.

Application is the form you complete to apply for this Contract. It contains
your payment amount, payment allocation and other information that enable us to
prepare this Contract. If a medical questionnaire or other forms are required,
they become a part of the application. It is signed by you and the insured and
becomes a part of this Contract.

Assignee is a person to whom you transfer ownership of this Contract.

Attained age is the insured's age as of the insured's last birthday at the start
of the Contract year of determination. Attained age is used in the calculation
of the guideline minimum sum insured.

Beneficiary is the person or persons you name to receive the net death benefit
when the Insured dies.

Company means Transamerica Occidental Life Insurance Company, also referred to
as we, our, and us. Our telephone number is [1-800-782-8315].

Contract change means any change in the underwriting class or the addition or
deletion of a rider.

Contract owner is the person who may exercise all rights under the Contract,
with the consent of any irrevocable beneficiary. "You" and "your" refer to the
Contract Owner in this prospectus.

Contract Value is the sum of your values in the Variable Account and the Fixed
Account.

Date of issue is the date coverage under this policy becomes effective and is
stated on the specification pages. Contract months, years and anniversaries are
measured from this date.

Death benefit is the amount payable when the insured dies before the Maturity
Date, before deductions for monthly deductions, any outstanding loan, due and
unpaid partial withdrawals, withdrawal transaction fees and applicable surrender
charges.

Earnings means the amount by which the Contract Value exceeds the sum of the
payments made less any payments that were previously considered withdrawn. For
Contract loan purposes, Earnings are calculated on each monthly processing date.

Evidence of insurability is the information, including medical information, that
we use to decide whether to issue the requested coverage, to determine the
underwriting class for the person insured, or to determine whether the Contract
may be reinstated.

Face amount is the amount of insurance you elect to buy in the application or
enrollment form and which we agree to issue. The face amount is shown in the
specification pages of the Contract. The death benefit is based on the face
amount; see the "What You Should Know About The Death Benefit" section.

Final payment date is the Contract anniversary immediately before the insured's
100th birthday. If there are two insureds, the final payment date is the
Contract anniversary immediately before the younger insured's 100th birthday.
This date is shown on the specification pages. No payments are permitted by you
after this date. No monthly deduction (including insurance protection charges)
will be deducted from the Contract Value after this date. Generally, the net
death benefit after this date will equal 101% of the Contract Value minus any
outstanding loan, except as otherwise provided in a Guaranteed Death Benefit
Rider if attached to this Contract.

Fixed Account is the part of the Company's General Account to which all or a
portion of a payment or transfer may be allocated.

General Account is the assets of the Company that are not allocated to a
Separate Account.

Guideline Minimum Sum Insured is not less than the minimum death benefit
required to qualify the Contract as "life insurance" under federal tax laws. The
guideline minimum sum insured is the product of
the Contract Value TIMES
a percentage based on the insured's attained age.

Guideline single premium is used to determine the face amount under the
Contract.

Internal Revenue Code or Code is the Internal Revenue Code of 1986, as amended,
and rules and regulations.

Insurance protection amount is the death benefit minus the Contract Value.

Insured is the person or persons covered as indicated on the specification
pages. If more than one insured is named, all provisions of this Contract that
are based on the death of the insured will be based on the date of death of the
last survivor of the persons named.

Loan value is the maximum amount you may borrow under the Contract.

Maturity Date is the Contract anniversary immediately before the insured's 115th
birthday. If there are two insureds, the maturity date is the Contract
anniversary immediately before the younger insured's 115th birthday.

Monthly deductions is the amount of money that we deduct from the Contract Value
each month to pay for the Administration Charge, Monthly Insurance Protection
Charge, Distribution Fee and the Tax Charge.

Monthly insurance protection charge is the amount of money that we deduct from
the Contract Value each month to pay for the insurance and any riders.

Monthly processing date is the date the monthly charges are deducted from the
Contract Value. This date is shown on the specification pages. If the Company is
not open on this date, the monthly processing date for that month will be the
next business date.

Net death benefit: Through the final payment date the net death benefit is:
The death benefit; MINUS
Any outstanding loan on the insured's death, rider charges and monthly
deductions due and unpaid through the Contract month in which the insured
dies, as well as any partial withdrawals, withdrawal transaction fees, and
applicable surrender charges.
After the final payment date, except as provided otherwise under a Guaranteed
Death Benefit Rider if attached to this Contract, the net death benefit is:
101% of the Contract Value; MINUS
Any outstanding loan on the insured's death through the Contract month in
which the insured dies and any unpaid partial withdrawals, withdrawal
transaction fees and applicable surrender charges.

Outstanding loan means all unpaid Contract loans plus interest due or accrued on
such loans.

Portfolio is a separate investment series for investment by a sub-account of the
Variable Account.

Pro rata refers to an allocation among the sub-accounts of the Variable Account
and the Fixed Account. A pro rata allocation will be in the same proportion that
the portion of the Contract Value in each sub-account of the Variable Account
and the portion of the Contract Value in the Fixed Account have to the total
Contract Value net of any outstanding loans.

Preferred Loan is the portion of any outstanding loan secured by Earnings.

Preferred Loan Rate is the Minimum Fixed Account Interest Rate shown in the
specification pages regarding the rate that applies to the value securing
Outstanding Loan - Preferred Loan.

Rider is an optional benefit that may be added to your Contract. An additional
charge may be required for a rider.

Second-to-die is a Contract issued as a joint survivorship ("Second-to-Die")
Contract. Life insurance coverage is provided for two insureds, with death
benefits payable at the death of the last surviving insured.

Separate account is a segregated account established by the Company. The assets
are not commingled with the Company's general assets and are not subject to
claims of the Company's creditors.

Specification pages contain information specific to your Contract and are
located after the Table of Contents.

Sub-accounts are subdivisions of the Variable Account investing exclusively in
the shares of one or more portfolios.

Surrender value is the amount payable on a full surrender. It is the Contract
Value less any outstanding loan and surrender charges.

Transamerica is Transamerica Occidental Life Insurance Company. "We", "our",
"us" and "Company" refer to Transamerica in this Contract.

Underwriting class means the insurance risk classification that we assign to the
insured based on the information in the application and any other evidence of
insurability we obtain. The underwriting class affects the monthly insurance
protection charge.

Unit is a measure of your interest in a sub-account.

Variable Account is the Company's Separate Account, consisting of sub-accounts
that invest in the underlying Portfolios.

Variable Life Service Center is the Company's office at 440 Lincoln Street, P.O.
Box 3800 Worcester, Massachusetts 01653.

Written request is a signed request you make in written form that is
satisfactory to us and filed at our Variable Life Service Center.

You or your means the owner of this Contract as shown in the application or in
the latest change filed with us.

<PAGE>

General Terms

Entire Contract We have issued this Contract in
consideration of the application and your Contract
payment. A copy of the application is attached and
is part of this Contract. This Contract, with a
copy of the application, and any attached Riders,
is the entire Contract between you and us. The
entire Contract also includes:
a copy of any application to change to a
better underwriting class, any new
specification pages, and any supplemental
pages issued.

All statements made by or for the insured will be
considered representations and not warranties. We
will not use any statements made by or for the
insured to deny a claim unless the statement is in
the application and the application is attached to
this Contract when it is issued or delivered. Our
representatives are not permitted to change this
Contract or extend the time for making payments.
Only our President or a Vice President together
with our Secretary may change the provisions of
this Contract, and then only in writing.

Right To Contest The A contest is any action taken by us to cancel your
insurance or deny a claim based on Contract Is Limited untrue or incomplete
answers in your application. Except for fraud or nonpayment of payments, this
Contract will be incontestable after it has been in force during the lifetime of
the insured for two years from the date of issue. This provision does not apply
to any riders providing benefits specifically for disability or death by
accident.

If the underwriting class is changed at your
request, we cannot contest the change after it has
been in force for two years from its effective date
and the insured is alive.

Non-Participating No insurance dividends will be paid on this Contract.

Adjustment Of Interest We determine the Fixed Account interest rates used to
calculate the Contract Value, Rates subject to the guarantees on the
specification pages.

Suicide Exclusion If the insured dies by suicide, while
sane or insane, within two years from the date of
issue, we will be liable only for the total amount
of payments made to us less any outstanding loans
and amounts withdrawn.

Notice Of First To Die If more than one insured is named
on the specification pages, upon the death of the
insured who dies first, the owner agrees to mail
proof of death to the Variable Life Service Center,
within 90 days of the date of death, or as soon
thereafter as is reasonably possible.

<PAGE>

(General terms continued)
Misstatement Of Age Or Sex On the date of death of the insured,
the death benefit will be reduced or increased if
the Age or sex is misstated. The adjustment will be
based upon the ratio of the Maximum Payment for
this Contract to the Maximum Payment for the
Contract issued at the correct Age or sex.

No adjustment will be made if:
o The insured dies after the final payment date; or
o The underwriting class is unisex and there has
been a misstatement only of sex.

Protection Of Benefits To the extent allowed by law, the
benefits provided by this Contract cannot be
reached by the beneficiary's creditors. No
beneficiary may assign, transfer, anticipate, or
encumber the Contract Value or benefit unless you
give them this right.

Periodic Report We will mail a report to you at your last known
address at least once a year. This
report will provide the following information:
o Contract Values in each sub-account and in
the Fixed Account;
o the value of the Contract if surrendered;
o payments made by you and charges deducted by
us since the last report;
o the outstanding loan and any other information
required by law; and
o the death benefit.

<PAGE>

Information about you and the beneficiary

Owner The insured is the owner of this Contract unless
another person (which could include a trust,
corporation, partnership, etc.) is named as the
owner in the application. The owner may change the
ownership of this Contract without the consent of
any beneficiary except that an irrevocable
beneficiary must agree to the change in writing.

Assignment You may change the ownership of this Contract by sending us a signed
written request. An absolute assignment will transfer ownership of the Contract
from you to another person called the assignee. You may also assign this
Contract as collateral to a collateral assignee. The limitations on your
ownership rights while a collateral assignment is in effect are specified in the
assignment. An assignment will take place only when the signed written request
is recorded at our Variable Life Service Center. When recorded, it will take
effect on the date it was signed by you. Any rights created by the assignment
will be subject to any payments made or actions taken by us before the change is
recorded. We are not responsible for assuring that any assignment or any
assignee's interest is valid.

Beneficiary You name the beneficiary to receive the net death
benefit. The beneficiary's interest will be
affected by any assignment you make. If you assign
this Contract as collateral, all or a portion of
the net death benefit will first be paid to the
collateral assignee; any money left over from the
amount due the assignee will go to those otherwise
entitled.

Your choice of beneficiary may be revocable or
irrevocable. You may change a revocable beneficiary
at any time by written request, but an irrevocable
beneficiary must agree to any change in writing.
You will also need an irrevocable beneficiary's
permission to exercise other rights and options
granted by this Contract. Unless you have asked
otherwise, the beneficiary will be revocable.

Any change of the beneficiary must be made while
the insured is living. This change will take place
on the date the request is signed, even if the
insured is not living on the day we receive it at
the Variable Life Service Center. Any rights
created by the change will be subject to any
payments made, or actions taken, before we receive
the written request. If a beneficiary dies before
the insured, his or her interest in this Contract
will pass to any surviving beneficiaries in
proportion to their share in the net death benefit,
unless you have requested otherwise. If all
beneficiaries die before the insured, the net death
benefit will pass to you or your estate.

Common Disaster Option The common disaster option may be elected and changed
after Contract issue by a signed written request. If the common disaster option
is in effect on the date of the insured's death, the beneficiary must be alive
for a certain number of days following the insured's date of death in order to
be entitled to receive a benefit. Otherwise, we will pay the net death benefit
as though the beneficiary died before the insured. The number of days that the
beneficiary must live after the insured's death is selected by you when you
elect the common disaster option. Unless you elect otherwise by written request,
the common disaster option under the Contract will provide for a 10-day period.

<PAGE>

What you should know about the payments

Payments This Contract will not be in force until the Payment shown on the
specification pages is paid to us. Additional payments may be made to us at
any time through the final payment date, but before the date of death of
the insured, subject to the minimum additional payment amount and the
maximum payment amount, shown on the specification pages. A payment
required to keep the Contract in force will not be subject to the minimum
additional payment or maximum payment limitations. Payments must be sent to
our Variable Life Service Center .

If you request it in writing, we will send you a
signed receipt after payment. The payment amount
which must be paid to keep the Contract in force is
described in the Grace Period provision.

We may require evidence of insurability before accepting an additional
payment, if the additional payment would increase the net death benefit.

We may limit the amount you pay us. The sum of all payments made from the
date of issue, minus any partial withdrawals, may not be more than the
greater of: o The guideline single payment, or o The sum of the guideline
level payments on the date of payment.

The guideline payment limits are shown on the
specification pages. These payment limitations will
not apply if they prevent you from paying us enough
to keep the Contract in force.

Guideline payment limits are determined according
to rules in the federal tax law and will be
adjusted as that law changes.

If the payments made exceed the amount allowable
for this Contract to continue to qualify as a life insurance Contract under
Section 7702 of the Internal Revenue Code and the regulations thereunder,
as applicable to this Contract from time to time, we will remove excess
payments made from the Contract, with interest. Such an excess amount could
occur, for example, as a result of a partial withdrawal or other change in
the benefits or terms of the Contract, since such actions may reduce the
guideline payment limits allowable for the Contract. The
portion of the payment that cannot be accepted as
payment will be applied first against any
outstanding Contract loans. We will refund to you
any excess amount (including interest) not later
than 60 days after the end of that Contract year.

The amount refundable will not exceed the surrender
value of the Contract. If the entire surrender
value is refunded, we will treat the transaction as
a full surrender of your Contract.

<PAGE>

(What you should know About the Payments continued)

Grace Period This Contract will terminate 62 days after a monthly
processing date on which the surrender value is less than zero. The
62-day period is a grace period. At least 61 days before the end of
the grace period, we will mail the Owner and any Assignee written
notice of the amount of payment that will be required to continue this
Contract in force. The required payment will be no greater than the
amount required to pay the guaranteed monthly deductions for three
months as of the day the grace period began. The Contract will lapse
if the amount shown in the notice remains unpaid at the end of the
grace period. The Contract terminates on the date of lapse. The death
benefit during the grace period will be reduced by any overdue
charges.

Reinstatement If this Contract has lapsed or has been foreclosed for
failure to pay loan interest and has not been surrendered, it may be
restored (called "reinstated" in this Contract) within three years
after the date of default or foreclosure. We will reinstate the
Contract on the monthly processing date following the day we receive
all of the following items: o a written application for reinstatement;
o evidence of insurability satisfactory to us; o a payment sufficient
to cover the cost of all Contract charges that were due and unpaid
during the grace period; o a payment large enough to keep the Contract
in force for three months; and o payment or reinstatement of any loans
against the Contract that existed at the end of the grace period.

Your reinstatement payment will be allocated to the
Fixed Account until we approve your application. At
that time, we will transfer the reinstatement
payment, plus accrued interest, as you directed in
your last payment allocation request.

The Contract Value on the reinstatement date is: the payment to
reinstate the Contract, including the interest earned from the date we
received your payment, plus an amount equal to the Contract Value less
any outstanding loan on the default date; less the monthly deductions
due on the reinstatement date.

The surrender charge on the reinstatement date is the
charge that was in effect on the date of default.

<PAGE>

What you should know about your Contract Value

Allocation of New Payments You may allocate the payments to: any of
the sub-accounts which are available at the time the payment is made;
and/or, the Fixed Account.

The Company reserves the right to limit the number
of sub-accounts which are available at one time,
but in no event will this be less than [twenty].
All percentage allocations must be in whole
numbers, with the total allocation to all selected
accounts equaling 100%. Allocations of less than 5%
to a sub-account or to the Fixed Account may only
be made with our consent.

Allocation Of Initial If you make a payment with your application or at any time
before the Contract is Payments approved by us, we may put that payment into the
Fixed Account on the date we receive
it at our Variable Life Service Center. Not later
than two days after the date this Contract is
approved by us, the Contract Value you elected to
allocate to the Variable Account will be
transferred from the Fixed Account to either the
sub-accounts you have elected or to the Money
Market sub-account. In any event, we will transfer
any Variable Account Contract Values from the Money
Market sub-account to the sub-accounts you have
selected not later than the expiration of the
period during which you may exercise your right to
examine this Contract and request a refund of your
payments.

Monthly Deduction Beginning on the date this Contract is
issued and on every monthly processing date through
the final payment date, we will deduct the
following monthly charges pro rata from the
Contract Values:
o Administration Charge;
o Distribution Fee;
o Tax Charge; and
o Insurance Protection Charge.

The amounts of the monthly deductions and their
durations are shown on the specification pages. No
additional monthly deductions will be assessed
following the end of the duration period. Charges
allocated to the Fixed Account will be deducted on
a last-in, first-out basis. This means that we use
the most recent payments to pay the fees.

Administration Charge The Administration Charge compensates us for
the cost of providing administrative services
attributable to this Contract.

Distribution Fee The Distribution Fee compensates us for distribution expenses.

Tax Charge This charge compensates us for certain federal,
state and local taxes we must pay.

<PAGE>

Insurance Protection Charge The Insurance Protection Charge
compensates us for the cost of providing a death
benefit in excess of the Contract Value. This
charge will not exceed the guaranteed maximum
insurance protection charge. The guaranteed maximum
insurance protection charge for any Contract month
is equal to (a) times (b), where: (a) is the rate
shown in the Guaranteed Maximum Monthly Insurance
Protection Rate
Table shown on the specification pages, and
(b) is the insurance protection amount divided by
$1,000.

The insurance protection rates actually charged
will never be higher than the guaranteed rates. We
may change the insurance protection rates from time
to time. Any change in the rates for monthly
insurance protection charges will apply to all
Contracts in the same underwriting class, will be
prospective, and will be based on our expectations
as to future cost factors. Such cost factors may
include, but are not limited to: mortality
expenses, interest, and persistency. We will review
the actual insurance protection rates for this
Contract whenever we change these rates for new
Contracts. In any event, rates will be reviewed no
more often than once each year, but not less than
once in a five-year period.

<PAGE>

What you should know about the Variable Account

Variable Account The value of your Contract will vary if it is
funded through investments in the sub-accounts of the Variable
Account. This account is separate from our Fixed Account. We have
exclusive and absolute ownership and control of all assets,
including those in the Variable Account. However, the portion of
assets in the Variable Account equal to the reserves and
liabilities of the contracts that are supported by this account
will not be charged with liabilities that arise out of any other
business we conduct.

This Variable Account, which we established to
support variable life insurance Contracts, is
registered with the Securities and Exchange
Commission (SEC) as a unit investment trust under
the Investment Company Act of 1940. The laws of the
State of California also govern it.

This Variable Account has several sub-accounts.
Each sub-account invests its assets in a separate
series of a registered investment company (called a
"portfolio"). We reserve the right, when the law
allows, to change the name of the Variable Account
or any of its sub-accounts. You will find a list in
your application of these sub-accounts in which you
may invest.

Variable Account Contract Value Not later than two days
after the date this Contract is approved for issue by us,
the Contract Value you elected to allocate to the Variable
Account may be transferred from the Fixed Account to either
the sub-accounts you have selected or to the Money Market
sub-account. We will transfer the Variable Account Contract
Values from the Money Market sub-account to the sub-accounts
you have selected not later than the expiration of the
period during which you may exercise your right to examine
this Contract and request a refund of your payments.
Payments made thereafter which are allocated to the
sub-accounts will purchase additional units of the
sub-accounts.

The number of units purchased in each sub-account
is equal to the portion of the net payment
allocated to the sub-account, divided by the value
of the applicable unit as of the valuation date the
payment is received at our Variable Life Service
Center or on the date value is transferred to the
sub-account from another sub-account or the Fixed
Account. If we receive your payment on a date which
is not a valuation date, we will use the value of
the applicable unit on the first valuation date
following the date we receive your payment to
determine the number of units that the payment will
purchase.

The number of units will remained fixed unless:
(1) changed by a subsequent split of unit value, or
(2) reduced because of a transfer, transfer charge,
Contract loan, partial withdrawal, withdrawal
transaction fee, monthly deductions, surrender or
surrender charge allocated to the sub-account.

<PAGE>

Variable Account Contract Any transaction described in (2) will result in the
cancellation of the number of Value units which are equal in value to the amount
of the transaction. On each valuation (Continued) date we will value the assets
of each sub-account in which there has been activity.
The value in a sub-account at any time is equal to
the number of units this Contract then has in that
sub-account multiplied by the sub-account's unit
value. The value of a unit for any sub-account for
any valuation period is determined by multiplying
that sub-account's unit value for the immediately
preceding valuation period by the net investment
factor for the valuation period for which the unit
value is being calculated. The unit value will
reflect the investment advisory fee and other
expenses incurred by the registered investment
companies.

Net Investment Factor This measures the investment
performance of a sub-account during the valuation
period that has just ended. The net investment
factor is the result of (a) plus (b), divided by
(c), minus (d) where: (a) is the net asset value
per share of a portfolio share held in the
sub-account
determined at the end of the current valuation period;
(b) is the per share amount of any dividend or
capital gain distributions made by the
portfolio on shares held in the sub-account if
the "ex-dividend" date occurs during the
current valuation period;
(c) is the net asset value per share of a
portfolio share held in the sub-account
determined as of the end of the immediately
preceding valuation period; and
(d) is a charge for mortality and expense risks in
the valuation period.

The current mortality and expense risk charge is
shown on the specification pages. This charge may
be increased or decreased, but will never exceed
the maximum mortality and expense risk charge shown
on the specification pages. Expense and mortality
results may not adversely affect this maximum
charge. Since the net investment factor may be more
or less than one, the unit value may increase or
decrease. You bear the investment risk. We reserve
the right, subject to any required regulatory
approvals, to change the method we use to determine
the net investment factor.

Valuation Dates And Periods A valuation date is each day that
the New York Stock Exchange (NYSE) is open for
business and any other day that there is enough
trading in the Variable Account's underlying
portfolio securities to materially affect the value
of the Variable Account. A valuation period is the
period between valuation dates.

<PAGE>

(what you should know about the Variable Account -continued)

Addition, Deletion Or We may not change the investment policy of the Variable
Account without the approval Substitution Of Investments of the Insurance
Commissioner of California. This approval process is on file with the
Commissioner of your state. We reserve the right,
subject to applicable law, to add, delete, or
substitute the shares of a portfolio that are held
by the Variable Account or that the Variable
Account may purchase. We also reserve the right to
eliminate the shares of any portfolio if they are
no longer available for investment, or if we
believe investing more in any portfolio is no
longer appropriate for the purposes of the Variable
Account.

We will notify you before we substitute any of your
shares in the Variable Account.
Reviewer This will not, however, prevent the Variable Account from buying other
shares of Previous version state underlying securities for other series or
classes of contracts or policies, or from contracts and contracts, permitting a
conversion between series or classes of contracts or policies when changed to
contracts and requested by the Contract Owner. We reserve the right to establish
other policies sub-accounts, and to make them available to any class or series
of contracts and
policies as we think appropriate. Each new
sub-account would invest in a new investment
company or in shares of another open-end investment
company. We also reserve the right to eliminate or
combine existing sub-accounts of the Variable
Account and to transfer the assets between
sub-accounts, when allowed by law. If we make any
substitutions or changes that we believe are
necessary or appropriate, we may make changes in
this Contract by written notice to reflect the
substitution or change. If we think it is in the
best interests of our Contract Owners, we may
operate the Variable Account as a management
company under the Investment Company Act of 1940,
or we may de-register it under that Act if
registration is no longer required. We may also
combine it with other separate accounts.

Federal Taxes If we must pay taxes on the Variable Account,
we will charge you for that tax. Although the
Variable Account is currently not taxable, we
reserve the right to charge for taxes if it becomes
taxable.

Splitting Of Units We reserve the right to split the value
of a unit, to either increase or decrease the number of
units. Any splitting of units will have no material effect
on Contract benefits.

<PAGE>

What you should know about the Fixed Account

Fixed Account The Fixed Account is a part of our General
Account. The General Account consists of all assets
owned by us, other than those in the Variable
Account and other separate accounts. Except as
limited by law, we have sole control over the
investment of these General Account assets. You do
not share directly in the investment experience of
the General Account, but are allowed to allocate
and transfer funds into the Fixed Account.

Fixed Account Interest The interest rates credited to Contract Value in the
Fixed Account are set by us, but Rates will never be less than the Minimum Fixed
Account Interest Rate shown in the
specification pages. We may establish higher
interest rates, and the initial interest rates and
the renewal interest rates may be different.
Interest rates will be determined as follows:
Payments allocated to the Fixed Account will
be credited at the initial interest rate in
effect on the day we receive your payment at
our Variable Life Service Center, and the
initial interest rate is guaranteed until the
next Contract anniversary unless you borrow
from that Contract Value.
Funds transferred from a sub-account of the
Variable Account to the Fixed Account will be
credited with interest at the initial interest
rate in effect on the valuation date of the
transfer, and the initial interest rate is
guaranteed until the next Contract anniversary
unless you borrow from that Contract Value.
Contract Values in the Fixed Account on the
Contract anniversary will be credited with
interest at the renewal interest rate in
effect on the Contract anniversary for one
year so long as those values remain in the
Fixed Account and are not borrowed.
The interest rate we use for that portion of
the Contract Value that equals the outstanding
loan will be no less than the guaranteed rates
shown on the specification pages. One of the
rates shown is the Preferred Loan Rate, which
applies only to loans qualifying as a
Preferred Loan.

<PAGE>

Fixed Account Contract On each monthly processing date, the Contract Value of
the Fixed Account is equal to: Value o the Contract Value in this account on the
preceding monthly processing date
increased by one month's interest; plus
o payments received since the last monthly
processing date that are allocated to the
Fixed Account plus the interest accrued from
the date the payments are received by us; plus
o Variable Account Contract Value transferred to
the Fixed Account from any sub-accounts since
the preceding monthly processing date,
increased by interest from the date the
Contract Value is transferred; minus
o Contract Value transferred from the Fixed
Account to a sub-account since the preceding
Monthly processing date and interest accrued
on these transfers from the transfer date to
the monthly processing date; minus
o partial withdrawals from the Fixed Account,
any withdrawal transaction fees and surrender
charges assessed since the last monthly
processing date, interest accrued on these
withdrawals and charges from the withdrawal
date to the monthly processing date; minus
o the portion of the monthly deductions
allocated to the Contract Value in the Fixed
Account.

During any Contract month the Fixed Account
Contract Value will be calculated on a consistent
basis.

Basis Of Value Of The We base the minimum surrender value in the Fixed Account
on the minimum Fixed Account Fixed Account interest rates and mortality table
shown on the specification pages. Actual Contract Values are based on interest
and insurance protection rates that we set. We have filed a detailed description
of the way we determine this value with the State Insurance Department. All
values equal or exceed the minimums required by law in the state in which this
Contract is delivered.

What You Should Know About While the Contract is in force, you may transfer
amounts between the Fixed Account and Transfers the sub-accounts or among
sub-accounts on request. You may transfer, without charge,
all of the Contract Value in the Variable Account
to the Fixed Account once during the first 24
months after the Contract is issued in order to
convert to a fixed-only product. If you do so,
future payments will be allocated to the Fixed
Account unless you specify otherwise. All other
transfers are subject to the following rules and
will be permitted with our approval. We will
determine the minimum and maximum amounts that may
be transferred according to the rules that are in
effect at the time of the transfer. We also reserve
the right to limit the number of transfers that can
be made in each Contract year and set other
reasonable rules controlling transfers.

If a transfer would reduce the Contract Value in a
sub-account to less than the current minimum
balance required for such accounts, we reserve the
right to include the remaining value in the amount
transferred. You will not be charged for the first
eighteen (18) transfers in a Contract year, but a
transfer charge of up to $25 may be assessed on
each additional transfer. Any transfer charge will
be deducted from the amount that is transferred.
There is no charge for transfers that result from a
Contract loan or repayment of a loan.

<PAGE>

What you should know about borrowing from your Contract

To borrow from this Contract, the only collateral
you will need is the Contract itself.

Amount You May Borrow The maximum loan amount is 90% of
the result of Contract Value less surrender
charges. You may borrow an amount subject to the
minimum shown on the specification pages, up to the
maximum loan amount minus any outstanding loan. If
you do not specify from which accounts you want to
borrow, we will allocate the loan pro rata. In
order to secure the outstanding loan, we will
transfer the value in each sub-account equal to the
Contract loan allocated to each sub-account to the
Fixed Account.

Loan Interest You will pay interest on your loan at an annual rate indicated on
the specification pages. Interest accrues daily and is payable at the end of
each Contract year. Any interest that is not paid on time will be added to the
loan principal and bear interest at the same rate. If this makes the principal
higher than the Contract Value in the Fixed Account, we will offset this
shortfall by transferring funds from the sub-accounts to the Fixed Account. We
will allocate the transferred amount among the sub-accounts in the same
proportion that the value in each sub-account has to the total value in all of
them.

Repaying The Outstanding You may repay the outstanding loan at any time before
this Contract lapses and before Loan the maturity date. When you repay it, we
will transfer the Contract Value that is
securing the loan in the Fixed Account to the
various sub-accounts and increase the value in
them. You may tell us how to allocate repayments.
Otherwise, we may allocate them according to the
most recent payment allocation choices you have
made. Loan repayments made to the Variable Account
cannot be higher than the amounts you transferred
to secure the outstanding loan.

Foreclosure If at any time the amount of the outstanding loan
is higher than the Contract Value minus the
surrender charge, we will terminate the Contract.

We will mail a notice of this termination to the
last known address of you and any assignee. If the
excess outstanding loan is not paid within 62 days
after this notice is mailed, the Contract will
terminate with no value. You may reinstate this
Contract in accordance with the Reinstatement
provision.

<PAGE>

WHAT YOU SHOULD KNOW ABOUT SURRENDERS AND PARTIAL WITHDRAWALS

Surrender You may cancel this Contract and receive its surrender value as long
as the insured is living on the date we receive your written request at our
Variable Life Service Center. The Contract will be canceled on that day. You may
choose to receive the surrender value in a lump sum or under a benefit option.

The surrender value equals the Contract Value minus the outstanding loan and
surrender charge. You will find the surrender charges on the specification
pages.

Partial Withdrawals You may withdraw part of the surrender
value on written request. Each withdrawal must be
at least $1,000. The withdrawal transaction fee in
effect on the date of issue is shown on the
specification pages. The withdrawal transaction fee
is subject to change, but will never exceed the
guaranteed charge shown on the specification pages.

We will not permit a partial withdrawal if it
reduces the Contract Value amount to less than the
minimum amount shown on the specification pages.

The face amount will be reduced proportionately
based on the ratio of the amount of the partial
withdrawal and charges to the Contract Value on the
date of withdrawal. The Contract Value will be
reduced by the amount of the partial withdrawal,
the withdrawal transaction fee and any applicable
surrender charges.

If you do not allocate a partial withdrawal, its
fee and its charges between the Fixed Account and
each sub-account, we will automatically allocate
them pro rata.

Free Withdrawal Amount The free withdrawal amount will
not be subject to the surrender charge. as
described on the specification pages. The free
withdrawal amount equals (a) minus (b), where: (a)
is the free withdrawal amount shown on the
specification pages, and (b) is the total of the
withdrawals (or portions of them) made in the same
Contract year that were exempt from the surrender
charge.

The free withdrawal amount is first deducted from
earnings. Withdrawals in excess of the free
withdrawal amount are deducted from payments not
previously considered withdrawn on a last-in,
first-out basis. Surrender charges applicable to
the excess withdrawal are described on the
specification pages.

<PAGE>

(WHAT YOU SHOULD KNOW ABOUT SURRENDERS AND PARTIAL WITHDRAWALS - continued)

Postponement Of Payment We may postpone any transfer from the
Variable Account, or payment of any amount payable
on:
surrender,
partial withdrawal,
transfer,
Contract loan, or
death of the insured.

The postponement will continue during any period
when:
o trading on the New York Stock Exchange is
restricted as determined by the Securities and
Exchange Commission, or the New York Stock
Exchange is closed for days other than
weekends and holidays, or
o the Securities and Exchange Commission by order
has permitted such suspension, or o the Securities
and Exchange Commission has determined that such an
emergency
exists that disposal of portfolio securities or valuation of assets is not
reasonably practical.

We also may postpone any transfer from the Fixed
Account or payment of any portion of the amount
payable on a surrender, partial withdrawal or
Contract loan from the Fixed Account for not more
than six months from the day we receive your signed
written request and your Contract, if it is
required. If we postpone those payments for 30 days
or more, the amount postponed will earn interest
during that period of not less than 3% per year or
such higher rate as required by law. We will not
postpone premium payments to make payments on our
Policies Contracts.

<PAGE>

What you should know about the death benefit

Net Death Benefit If the insured dies before the maturity date and before
the Contract is terminated, we will pay the net death benefit. The net
death benefit is equal to the death benefit reduced by certain amounts, as
described below. The death benefit is determined as of the date we receive
due proof of the insured's death at our Variable Life Service Center. Due
proof of death is a valid death certificate or other evidence satisfactory
to us.

The amount of the net death benefit depends upon:
(1) whether the date the insured dies is after, or
on or before, the final payment date; and, if after
the final payment date, (2) whether the Guaranteed
Death Benefit Rider is in effect at the time of the
insured's death.

If the insured dies on or before the final payment date then the death
benefit is the greater of the face amount or the guideline minimum sum
insured. The net death benefit is determined by deducting from the death
benefit: any outstanding loan and any monthly deductions due and unpaid
through the Contract month in which the insured dies, as well as any
partial withdrawals, withdrawal transaction fees, and applicable surrender
charges.

After the final payment date, except as provided
under a Guaranteed Death Benefit Rider if attached
to this Contract, the net death benefit is:
101% of the Contract Value; minus
Any outstanding loan on the insured's death
through the Contract month in which the
insured dies and any unpaid partial
withdrawals, withdrawal transaction fees and
applicable surrender charges.

If the net death benefit is paid in a lump sum,
interest will be earned at our declared interest
rate for sums held on deposit, but not less than
2.5% per year, beginning on the date we receive
notice of death at our Variable Life Service
Center. We will pay a higher interest rate if
required by state law. We will credit interest from
an earlier date (for example, from the date of the
insured's death) if required by state law.

<PAGE>

Guideline Minimum Sum Insured Table
Attained Age Percentage Attained Age Percentage
40 or less 265% 66 134%
<S> <C> <C> <C> <C>
41 258% 67 133%
42 251% 68 132%
43 244% 69 131%
44 237% 70 130%
45 230% 71 128%
46 224% 72 126%
47 218% 73 124%
48 212% 74 122%
49 206% 75-85 120%
50 200% 86 118%
51 193% 87 116%
52 186% 88 114%
53 179% 89 112%
54 172% 90 110%
55 165% 91 108%
56 161% 92 106%
57 157% 93 105%
58 153% 94 105%
59 149% 95 105%
60 145% 96 104%
61 143% 97 103%
62 141% 98 102%
63 139% 99 101%
64 137% 100-115 101%
65 135%
</TABLE>

Required Minimum Amount of This Contract is intended to qualify under Section
7702 of the Internal Revenue Code Death Benefit as a life insurance Contract for
federal tax purposes. The provisions of this
Contract (including any rider or endorsement)
shall be interpreted to ensure such tax
qualification, regardless of any language to the
contrary.

At no time will the amount of the death benefit
under the Contract ever be less than the amount
needed to ensure such tax qualification. To the
extent that the death benefit is increased,
appropriate adjustments will be made in any
monthly insurance protection charges or
supplemental benefits as of that time,
retroactively or otherwise, that are consistent
with such an increase. Such adjustments may be
made by right of setoff against any death benefits
payable.

This death benefit is calculated by multiplying
the Contract Value by the percentage shown in the
preceding table. The death benefit under this
Contract will not be less than the guideline
minimum sum insured as specified in the tax code.
The guideline minimum sum insured varies by
attained age. The amounts shown in the table are
determined to provide a death benefit at least as
great as those in the federal tax law, and will be
adjusted according to any changes in that law
applicable to this Contract.

<PAGE>

What you should know about the benefit payment options

Benefit Options When the insured dies, we will pay the death benefit
in a lump sum unless you or the beneficiary choose a benefit option.
You may choose a benefit option while the insured is living. The
beneficiary may choose a benefit option after the insured has died.
The beneficiary's right to choose will be subject to any settlement
agreement in effect at the insured's death. You may also choose one of
these options as a method of receiving the surrender or maturity
proceeds, if any are available under this Contract. When we receive a
satisfactory signed written request, we will pay the benefit according
to one of these options.

Option A: Installment for a We will pay equal installments for a
guaranteed period of from one to thirty years. Each Guaranteed Period
installment will consist of part benefit and part interest. We will
pay the installments monthly, quarterly, semi-annually or annually, as
requested. See Table A on next page.

Option B: Installments for We will pay equal monthly installments
as long as the payee is living, but we will not Life with a
Guaranteed make payments for less than the guaranteed period the
payee chooses. The guaranteed Period (Table B) period may be
either 10 years or 20 years. We will pay the installments
monthly. See Table B on next page.

Option C: Benefit Deposited We will hold the benefit on deposit. It will earn
interest at the annual interest rate we with Interest are paying as of the date
of death, surrender or maturity. We will not pay less than 2
1/2% annual interest. We will pay the earned
interest monthly, quarterly, semi-annually or
annually, as requested. The payee may withdraw
part or all of the benefit and earned interest at
any time.

Option D: Installments of a We will pay installments of a selected amount until
we have paid the entire benefit and Selected Amount accumulated interest.

Option E: Annuity We will use the benefit as a single
payment to buy an annuity. The annuity may be
payable to one or two payees. It may be payable
for life with or without a guaranteed period, as
requested. The annuity payment will not be less
than what our current annuity Contracts are then
paying.

General The payee may arrange any other method of benefit
as long as we agree to it. The payee must be an
individual receiving payment in his or her own
right. There must be at least $10,000 available
for any option and the amount of each installment
to each payee must be at least $100. If the
benefit amount is not enough to meet these
requirements, we will pay the benefit in a lump
sum.

Steve: The first installment due under any option will be for the
period beginning on the date of Is this any better? death,
maturity or surrender, whichever applies. Any unpaid balance we
hold under Options A, B or D will earn interest at the rate we
are paying at the time of settlement. We will not pay less than
3% annual interest. Any benefit we hold will be combined with our
general assets.

If the payee does not live to receive all
guaranteed payments under Options A, B, C, D or E
or any amount deposited under Option C, plus any
accumulated interest, we will pay the remaining
benefit as scheduled to the payee's estate. The
payee may name and change a successor payee for
any amount we would otherwise pay the payee's
estate.

Table A: Installments for Each $1,000 Payable under Option A
Multiply the Monthly Installment by 11.83895 for annual, by 5.96322 for semi-annual, or by 2.99263 for quarterly
Installments
- ------------------ ---------------- ----------------- ---------------- ----------------- -----------------
Guaranteed Monthly Guaranteed Monthly Guaranteed Monthly
Period (Years) Installment Period (Years) Installment Period (Years) Installment
- ------------------ ---------------- ----------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
1 $84.47 11 $8.86 21 $5.32
2 42.86 12 8.24 22 5.15
3 28.99 13 7.71 23 4.99
4 22.06 14 7.26 24 4.84
5 17.91 15 6.87 25 4.71
6 15.14 16 6.53 26 4.59
7 13.16 17 6.23 27 4.48
8 11.68 18 5.96 28 4.37
9 10.53 19 5.73 29 4.27
10 9.61 20 5.51 30 4.18
- ------------------ ---------------- ----------------- ---------------- ----------------- -----------------

Table B: Monthly Installment for each $1,000 Payable under Option B
------------------- -------------------- ----------------------- ----------------------
Male Payee Female Payee Male Payee Female Payee
------------------- -------------------- ----------------------- ----------------------
---------------------------------------- ----------------------------------------------
Guaranteed Period (Yr.) Guaranteed Period (Yr.)
----------------------------------------------
- ----------- --------- --------- ---------- --------- ---------
Age 10 Yr. 20 Yr. 10 Yr. 20 Yr. Age 10 Yr. 20 Yr. 10 Yr. 20 Yr.
- ----------- --------- --------- ---------- --------- --------- ----------- ----------- ----------- ----------
11 $ 2.90 $ 2.89 2.83 2.83 51 $ 4.44 $ 4.26 $ 4.10 4.02
12 2.91 2.91 2.84 2.84 52 4.53 4.32 4.17 4.08
13 2.93 2.92 2.86 2.85 53 4.62 4.39 4.25 4.14
14 2.94 2.94 2.87 2.87 54 4.71 4.46 4.33 4.21
15 2.96 2.96 2.88 2.88 55 4.81 4.52 4.42 4.28
16 2.98 2.97 2.90 2.90 56 4.92 4.59 4.51 4.35
17 3.00 2.99 2.91 2.91 57 5.03 4.66 4.61 4.42
18 3.01 3.01 2.93 2.93 58 5.15 4.73 4.71 4.50
19 3.03 3.03 2.95 2.94 59 5.27 4.80 4.82 4.57
20 3.05 3.05 2.96 2.96 60 5.40 4.87 4.94 4.65
21 3.08 3.07 2.98 2.98 61 5.53 4.94 5.06 4.72
22 3.10 3.09 3.00 2.99 62 5.68 5.00 5.19 4.80
23 3.12 3.11 3.02 3.01 63 5.83 5.07 5.33 4.88
24 3.14 3.14 3.04 3.03 64 5.98 5.13 5.47 4.95
25 3.17 3.16 3.06 3.05 65 6.15 5.18 5.63 5.02
26 3.20 3.19 3.08 3.07 66 6.32 5.24 5.79 5.09
27 3.22 3.21 3.10 3.10 67 6.50 5.28 5.96 5.15
28 3.25 3.24 3.12 3.12 68 6.68 5.33 6.14 5.21
29 3.28 3.27 3.15 3.14 69 6.88 5.36 6.33 5.27
30 3.31 3.30 3.17 3.17 70 7.07 5.40 6.53 5.32
31 3.34 3.33 3.20 3.19 71 7.27 5.42 6.73 5.36
32 3.38 3.36 3.23 3.22 72 7.48 5.45 6.94 5.40
33 3.41 3.39 3.26 3.25 73 7.68 5.46 7.16 5.43
34 3.45 3.43 3.29 3.28 74 7.88 5.48 7.38 5.45
35 3.49 3.46 3.32 3.31 75 8.08 5.49 7.60 5.47
36 3.53 3.50 3.35 3.34 76 8.27 5.50 7.82 5.48
37 3.57 3.54 3.39 3.37 77 8.46 5.50 8.04 5.49
38 3.62 3.58 3.42 3.41 78 8.63 5.51 8.25 5.50
39 3.67 3.62 3.46 3.44 79 8.79 5.51 8.45 5.51
40 3.72 3.67 3.50 3.48 80 8.94 5.51 8.64 5.51
41 3.77 3.71 3.54 3.52 81 9.07 5.51 8.82 5.51
42 3.82 3.76 3.59 3.56 82 9.18 5.51 8.97 5.51
43 3.88 3.81 3.63 3.60 83 9.28 5.51 9.11 5.51
44 3.94 3.86 3.68 3.65 84 9.36 5.51 9.23 5.51
45 4.00 3.91 3.73 3.69 85+ 9.42 5.51 9.32 5.51
--------- ----------- ----------- ----------- ----------
46 4.07 3.97 3.78 3.74 Ages younger than 11 are the same shown for age 11,
and
47 4.14 4.02 3.84 3.79 ages older than 85 are the same as shown for age 85.
48 4.21 4.08 3.90 3.85
49 4.28 4.14 3.96 3.90
50 4.36 4.20 4.03 3.96
- ----------- --------- --------- ---------- ---------

</TABLE>

<PAGE>

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER)

This rider is a part of the Contract to which it is attached. The insured under
this rider is the insured under the Contract. This rider does not apply to any
benefits provided by other riders.

Benefit While this rider is in force, you may elect to
receive a portion of the net death benefit called
the "Living Benefit," prior to the insured's death,
subject to the definitions, conditions and
limitations in this rider. This option may only be
exercised once.

Definitions "Option Amount" means that portion of the death
benefit which you elect to apply under this rider.
The Option Amount must be at least $25,000 and may
not exceed the lesser of:
o one-half of the death benefit on the date
the option is elected; or o the amount that
would reduce the face amount to our minimum
issue limit for
this Contract; or
o $250,000.

"Option Percentage" is the Option Amount divided by the death benefit.

"Living Benefit" is the Option Amount which has been reduced for interest and
other factors. It is the lump sum benefit under this rider, and it is the amount
used to determine the monthly benefit. The Living Benefit will not be less than
the surrender value of the Contract multiplied by the Option Percentage. The
following factors will be used to calculate the Living Benefit:
o age;
o sex, unless the Contract is issued on a unisex basis; o life expectancy;
o Contract Value; o outstanding loan;
o rate of interest currently being credited to the Fixed Account,
including those values which are subject to outstanding loan;
o Face Amount; o current monthly deductions; and o an expense charge of
$150.

An amount equal to the outstanding loan multiplied by the Option Percentage will
be deducted from the Living Benefit. The remaining outstanding loan will
continue in force.

The assumptions we use to calculate the Living Benefit may change from time to
time. The factors used to compute the Living Benefit will be set and changed
only prospectively; that is, based on changes in future expectations. We will
not change these factors to recoup any prior losses or distribute past gains
under the rider.

"Proof of claim" includes:
o a request signed by the insured to disclose all facts concerning the
insured's health; o records of the attending physician, including a
prognosis of the insured's condition; and o if we request, a medical
examination of the insured at our expense conducted by a physician we
choose.

Form xxxx-98

<PAGE>

Conditions Upon written request you may elect to receive
payment under the accelerated death benefit option
subject to the following conditions:
o the Contract is in force;
o a written consent has been given by any
collateral assignee, irrevocable beneficiary
and the insured if you are not the insured; and
o the insured qualifies for the option you elect.

Exercising the Option If you provide proof of claim
satisfactory to us that the insured's life
expectancy is 12 months or less, you may elect to
receive equal monthly payments for 12 months. For
each $1,000 of Living Benefit, each payment will be
at least $85.21. This assumes an annual interest
rate of 5%.

If the insured dies before all the payments have
been made, we will pay in one sum the present value
of the remaining payments due under this rider
calculated at the interest rate we use to determine
those payments as part of the net death benefit. If
you do not wish to receive monthly payments, you may
elect to receive the Living Benefit in a lump sum.

Effect On Contract The death benefit of the Contract will
be decreased by the option amount. Such decrease
will be effective on the monthly processing date
following the date of your written request. New
specification pages will be issued. These pages will
include the following information:
o the effective date of the decrease; and o the
amount of the decrease and the reduced face
amount.
The Contract Value will be reduced in the same
proportion as the reduction in the death benefit.
There will be no surrender charge on the reduction
in Contract Value. The allocation of the Contract
Value between earnings and payments will remain the
same.

Exclusion No benefit will be paid under this rider if a claim
results, directly or indirectly, from a suicide
attempt or a self-inflicted injury (while sane or
insane) for any period during which a suicide
exclusion is applicable.

Termination This rider will terminate on the first to occur of:
the date the Living Benefit is paid, or
o the end of the grace period of a payment in
default; or o the termination or maturity of
the Contract while the insured is alive; or o
at any time on your written request.

General The Contract specification pages will show the date of
issue of this rider. The Living Benefit will be made available to
you on a voluntary basis only. Accordingly: (a) If you would be
required by law to exercise this option to satisfy the claim of
creditors, whether in bankruptcy or otherwise, you are not
eligible for this benefit. (b) If you would be required by a
government agency to exercise this option in order to apply for,
obtain, or retain a government benefit or entitlement, you are
not eligible for this benefit.

Except as otherwise provided, all conditions and
provisions of the Contract apply to this rider.

Form xxxx-98

<PAGE>

Tax Qualification This rider is intended to provide a qualified
accelerated death benefit that is excluded from gross income for
federal income tax purposes. To that end, the provisions of this
rider and the Contract are to be interpreted to ensure or
maintain such tax qualification, notwithstanding any other
provisions to the contrary. Whether any tax liability may be
incurred when benefits are paid under this rider could depend on
whether the Contract Owner is also the insured and on how the
Internal Revenue Service interprets applicable provisions of the
Internal Revenue Code. As with any tax matter, the Contract Owner
and any other recipient of this benefit should each consult his
or her own tax advisor to evaluate any tax impact of this
benefit.

Signed for Transamerica Occidental Life Insurance Company at Los Angeles,
California and effective on the date of issue of the Contract to which this
rider is attached, unless a different date is shown here.

Executive Vice President, General Counsel President and CEO
And Corporate Secretary

Form xxxx-98

<PAGE>

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
SECTION 1035 RIDER

This rider is a part of the Contract to which it is attached. The insured under
this rider is the insured under the Contract.

The Contract is issued in consideration of your assignment to us of a life
insurance policy (called the "Exchanged Policy") on the life of the insured. The
"Exchanged Policy" is identified in your application for this Contract. As used
in this endorsement, "gain" means the amount by which the cash value of the
Exchanged Policy (including any unpaid policy loan) exceeds your investment in
the Exchanged Policy as reported to us by the company which issued the Exchanged
Policy. We assume no responsibility for the calculation of your investment in
the Exchanged Policy.

The Fixed Account Interest Rates provisions are amended by the addition of the
following:

The Preferred Loan Rate will also be credited to the following amounts:
(1) That portion of the outstanding loan which is carried over from the
Exchanged Policy; and (2) A percentage of the gain under the Exchanged
Policy less the policy loan carried over to this Contract
as of the date of exchange.
<TABLE>
<CAPTION>

---------------------------------------- ----------------------------------------
Beginning of Contract Year Exchanged Policy's Unloaned Gain
Available For Preferred Loan Rate
---------------------------------------- ----------------------------------------
<S> <C> <C>
1 0%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
2 10%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
3 20%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
4 30%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
5 40%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
6 50%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
7 60%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
8 70%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
9 80%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
10 90%
---------------------------------------- ----------------------------------------
---------------------------------------- ----------------------------------------
11+ 100%
---------------------------------------- ----------------------------------------

</TABLE>

Executive Vice President, General Counsel President and CEO
And Corporate Secretary

Form xxxxx-98

<PAGE>

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
Guaranteed Death Benefit Rider (SPVUL)

This rider is a part of the Contract to which it is attached.

Required Payment This Rider will take effect upon receipt by
the Company of the Guaranteed Death Benefit Payment
shown on the specification pages.

Guaranteed Death Benefit The Contract will not lapse while this
Rider is in force. The monthly deductions will be
made from the Contract Value, if any, through the
final payment date (but not after the end of any
duration period shown on the specification pages).

Net Death Benefit While this Rider is in force, the net
death benefit provisions of the Contract are amended
by the addition of the following:

If this Rider is in effect on the final payment
date, a death benefit will be provided thereafter
unless the Rider is terminated. The net death
benefit under the Rider will be the face amount as
of the final payment date or 101% of the Contract
Value as of the date due poof of death is received
by the Company, whichever is greater, reduced by the
outstanding loan through the Contract month in which
the insured dies. The monthly deductions will not be
deducted after the final payment date.

Termination This Rider will terminate and may not be reinstated
on the first to occur of the following:
o Foreclosure of the outstanding loan; or
o A request for a partial withdrawal or
preferred loan is made after the final
payment date; or
o Upon your written request.

It is possible that the Contract Value will not be sufficient to keep the
Contract in force on the first monthly processing date following the date the
Rider is terminated. The net amount payable to keep the Contract in force will
never exceed the surrender charge plus the amount required to pay three monthly
deductions.

Executive Vice President, General Counsel President and CEO
And Corporate Secretary

Form xxxxx-98

<PAGE>

3 Opinion of Counsel
<PAGE>
September 8, 1998

Transamerica Occidental Life
Insurance Company
1150 South Olive Street
Los Angeles, CA 90015

Gentlemen:

With reference to the initial filing of the registration statement on Form S-6
by Transamerica Occidental Life Insurance Company with the Securities and
Exchange Commission covering certain variable life insurance contracts, I have
examined such documents and such law as I considered necessary and appropriate,
and on the basis of such examinations, it is my opinion that:

1.) Transamerica Occidental Life Insurance Company is duly organized and validly
existing under the laws of the State of California.

2.) The variable life insurance contracts, when issued as contemplated by the
said Form S-6 Registration Statement, will constitute legal, validly issued and
binding obligations of Transamerica Occidental Life Insurance Company.

I hereby consent to the filing of this opinion as an exhibit to the said initial
Registration Statement on Form S-6. In giving this consent, I am not admitting
that I am in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.

Very truly yours,

David M. Goldstein
Vice President

<PAGE>

6 Actuarial Consent
<PAGE>

Transamerica Occidental Life Insurance Company
August 25, 1998
1150 S. Olive Street
Los Angeles, CA 90015

Gentlemen:

This opinion is furnished in connection with the filing by Transamerica
Occidental Life Insurance Company of the initial Registration Statement on
Form S-6 of its modified single premium variable life insurance policies
("Policies") allocated to the Transamerica Occidental Life Separate Account
VUL-2 under the Securities Act of 1933. The prospectus included in the
Registration Statement describes the Policies. I am familiar with and have
provided actuarial advice concerning the preparation of the Registration
Statement, including exhibits.

In my professional opinion, the illustration of death benefits and cash
values included in Appendix C of the prospectus, based on the assumptions
stated in the illustrations, are consistent with the provisions of the
Policy. The rate structure of the Policies has not been designed so as to
make the relationship between premiums and benefits, as shown in the
illustrations, appear more favorable to a prospective purchaser of a Policy
for a person age 55 or a person age 65 than to prospective purchasers of
Policies for people at other ages or underwriting classes. I am also of the
opinion that the aggregate fees and charges under the Policy are reasonable
in relation to the services rendered, the expenses expected to be incurred,
and the risks assumed by the Company.

I hereby consent to the use of this opinion as an exhibit to the Initial
Registration Statement.

Sincerely,

Kathy Shao, FSA, MAAA
Second Vice President

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8 Powers of Attorney

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POWER OF ATTORNEY

The undersigned director of Transamerica Occidental Life Insurance
Company, a California corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David M. Goldstein, David E. Gooding,
and William M. Hurst and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution to each, for him and on his behalf and in his name, place and
stead, to execute and file any of the documents referred to below relating to
registrations under the Securities Act of 1933 and under the Investment Company
Act of 1940 with respect to any life insurance and annuity policies:
registration statements on any form or forms under the Securities Act of 1933
and under the Investment Company Act of 1940, and any and all amendments and
supplements thereto, with all exhibits and all instruments necessary or
appropriate in connection therewith, each of said attorneys-in-fact and agents
and his or their substitutes being empowered to act with or without the others
or other, and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary or appropriate with respect thereto to be done in and about the
premises in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue thereof.