SEPARATE ACCOUNT VUL 2 OF TRANSAMERICA OCCIDENTAL LIFE INS
497, 1999-05-07
Previous: JONES INTERNATIONAL NETWORKS LTD /CO/, 10-Q, 1999-05-07
Next: SUNDERLAND ACQUISITION CORP, SC 13G/A, 1999-05-07





                                                         1
                                 PROSPECTUS FOR

                  TRANSAMERICA SERIESsm TRANSAMERICA LINEAGEsm
                             VARIABLE LIFE INSURANCE
           A Modified Single Payment Variable Life Insurance Contract

                                    Issued By

                 Transamerica Occidental Life Insurance Company

              Offering 17 Sub-Accounts Under Separate Account VUL-2

                         In Addition to a Fixed Account


                  Portfolios Associated with Sub-Account Option

                  Alger American  Income & Growth MFS VIT Research  Alliance VPF
                  Growth & Income  MSDW UF Fixed  Income  Alliance  VPF  Premier
                  Growth MSDW UF High Yield  Dreyfus  VIF  Capital  Appreciation
                  MSDW  UF  International  Magnum  Dreyfus  VIF  Small  Cap  OCC
                  Accumulation  Trust  Managed  Janus Aspen Series  Balanced OCC
                  Accumulation  Trust  Small Cap Janus  Aspen  Series  Worldwide
                  GrowthTransamerica   VIF  Growth  MFS  VIT   Emerging   Growth
                  Transamerica VIF Money Market MFS VIT Growth with Income



          Please read and retain this prospectus.              
          It contains information you should know              
          before investing.                                    
                                                               

 Neither the SEC nor the state securities              
 commissions have approved this investment offering    
 or determined that this prospectus is accurate or     
 complete. Any representation to the contrary is a     
 criminal offense.                                     
                                                       

                                                               
          The SEC's web site is http://www.sec.gov

          Transamerica's web site is
          http://www.transamerica.com



You  bear  the  entire   investment  risk  for  all  assets  you  place  in  the
sub-accounts.  Additionally,  please  analyze any current  policies  you may own
before  investing in this  contract.  It may not be to your advantage to replace
existing insurance with this contract.

Each  contract  is a  "modified  endowment  contract"  for  federal  income  tax
purposes,   except  in  certain  circumstances  described  in  Taxation  of  the
Contracts.  If the contract is classified as a modified endowment contract,  any
contract  loan,  partial  withdrawal  or  surrender  may result in  adverse  tax
consequences and/or penalties.


 .



                                               May 1, 1999



<PAGE>
<TABLE>
<CAPTION>


TABLE OF CONTENTS
SUMMARY   4
<S>                                                                                                      <C>
PERFORMANCE INFORMATION. .................................................................................11
DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT
AND THE PORTFOLIOS .......................................................................................17
THE CONTRACT..............................................................................................22
      Applying for a Contract.............................................................................22
      Free Look Period....................................................................................22
      Conversion Privilege................................................................................23
      Payments............................................................................................23
      Allocation of Payments..............................................................................23
      Transfer Privilege..................................................................................24
      Dollar Cost Averaging...............................................................................24
      Automatic Account Rebalancing.......................................................................25
      Transfer Privileges Subject to Possible Limits......................................................25
      Death Benefit.......................................................................................25
      Guaranteed Death Benefit Rider......................................................................26
      Death Benefit and Net Death Benefit.................................................................26
      Guideline Minimum Sum Insured.......................................................................26
      Illustration........................................................................................26
      Option to Accelerate Death Benefits (Living Benefits Rider).........................................27
      Contract Value......................................................................................28
      Computing Contract Value............................................................................28
      The Unit............................................................................................28
      Net Investment Factor...............................................................................29
      Benefit Payment Options.............................................................................29
      Optional Insurance Benefits.........................................................................29
      Surrender...........................................................................................29
      Partial Withdrawal..................................................................................29
CHARGES AND DEDUCTIONS....................................................................................30
      Monthly Deductions..................................................................................30
      Daily Deductions....................................................................................31
      Surrender Charge....................................................................................31
      Partial Withdrawal Costs - Surrender Charges and Withdrawal Transaction Fees........................32
      Transfer Charges....................................................................................32
CONTRACT LOANS............................................................................................32
CONTRACT TERMINATION AND REINSTATEMENT....................................................................34
OTHER CONTRACT PROVISIONS.................................................................................35
FEDERAL TAX CONSIDERATIONS................................................................................36
      The Company and the Separate Account................................................................36
      Taxation of the Contracts...........................................................................36
VOTING RIGHTS.............................................................................................38
DIRECTORS AND PRINCIPAL OFFICERS OF TRANSAMERICA
         OCCIDENTAL LIFE INSURANCE COMPANY................................................................40
DISTRIBUTION..............................................................................................41
REPORTS  42
SERVICES 42
LEGAL PROCEEDINGS.........................................................................................42
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.........................................................42
YEAR 2000 ISSUE...........................................................................................43
FURTHER INFORMATION.......................................................................................43
MORE INFORMATION ABOUT THE FIXED ACCOUNT..................................................................44
INDEPENDENT AUDITORS......................................................................................44
FINANCIAL STATEMENTS......................................................................................44


<PAGE>


APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE.........................................................A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS.................................................................B-1
APPENDIX C - BENEFIT PAYMENT OPTIONS......................................................................C-1
APPENDIX D - ILLUSTRATIONS OF DEATH BENEFIT, CONTRACT VALUES
         AND ACCUMULATED PAYMENTS.........................................................................D-1
APPENDIX E -- SPECIAL TERMS...............................................................................E-1
</TABLE>


<PAGE>




SUMMARY

This summary  provides a brief overview of the more  significant  aspects of the
contract.  The prospectus and the contract  provide  further  detail.  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 Occidental Life Insurance Company.

The contract provides insurance  protection for the named  beneficiary.  It is a
modified endowment  contract for federal income tax purposes,  except in certain
circumstances  described  in Taxation of the  Contracts.  If you receive a loan,
distribution  or other  amounts,  you will be taxed  to the  extent  income  has
accumulated in the contract. Death benefits are generally not subject to federal
income tax. See Taxation of the Contracts on page 36.

You will find  definitions of special terms used in this  prospectus in Appendix
E.

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 the greater of:

      the face amount (the amount of insurance determined by your payment); or

      the minimum death benefit provided by the guideline minimum sum insured.

The net death benefit is the death benefit:

     less any outstanding loan 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 the guideline minimum sum insured:

      less any  outstanding  loan, and any due and unpaid  partial  withdrawals,
     withdrawal transaction fees and applicable surrender charges.

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 the greater of:




      the face amount as of the final payment date; or

     the  guideline  minimum  sum  insured  as of the date due proof of death is
received by us.

The net death benefit will be the death benefit reduced by any outstanding  loan
through the  contract  month in which the insured  dies.  See  Guaranteed  Death
Benefit Rider on page 26. The rider may not be available in all jurisdictions.

The beneficiary may receive the net death benefit:

      in a lump sum; or

      under one of our benefit payment options.

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
seventeen portfolios from eight mutual fund families,  and offer a wide range of
investment objectives.

The available sub-accounts are as follows:

         Alger American  Income & Growth  Alliance VPF Growth & Income  Alliance
         VPF Premier Growth Dreyfus VIF Capital  Appreciation  Dreyfus VIF Small
         Cap Janus Aspen Series Balanced Janus Aspen Series Worldwide Growth MFS
         VIT Emerging Growth MFS VIT Growth with Income MFS VIT Research MSDW UF
         Fixed  Income  MSDW UF High  Yield  MSDW UF  International  Magnum  OCC
         Accumulation   Trust   Managed   OCC   Accumulation   Trust  Small  Cap
         Transamerica VIF Growth Transamerica VIF Money Market

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:

      seventeen sub-accounts; and

      the fixed account.

See Free Look Period on page 22.

If your contract  provides for a full refund under its right to cancel 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.  This
period is 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.


<PAGE>


What Are the Investment Objectives of the Portfolios?

A summary of investment  objectives of the portfolios is set forth below. Before
investing,  carefully read  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.  The contract value may be less
than the aggregate payments made to the contract.

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 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.

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

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.

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 Fixed Income Portfolio of the MSDW 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 High Yield Portfolio of the MSDW 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.

The  International  Magnum  Portfolio of the MSDW  Universal  Funds,  Inc. seeks
long-term  capital  appreciation by investing  primarily in equity securities of
non-U.S.  issuers  domiciled  in  European,  Australian,  and  Far  East or EAFE
countries.

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.

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.

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.

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.

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  payments  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 the 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 the 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 certain 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  to the fixed account.  We will allocate any
future payments 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
only for the first ten contract years,  we deduct the following  monthly charges
from the contract value:

      0.30% annually for the administrative expenses;

      a deduction for the cost of insurance,  which varies depending on the type
     of  contract  and  underwriting  class.  It is  deducted  on  each  monthly
     processing date starting with the date of issue and continuing  through the
     final payment date;

      0.40% annually for distribution  expenses,  deducted only during the first
ten contract years; and

      0.20%  annually for federal,  state and local taxes,  deducted only during
the first ten contract years.

The following daily charge is deducted from the separate account:

      0.80% annually for the mortality and expense risks.

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

      we may charge $25 for transfers in excess of 18 in a contract year;

      we will charge for  surrenders,  and for partial  withdrawals in excess of
     the Free 10%  Withdrawal  amount,  during  the first nine  contract  years,
     adjusted for reinstatements;

     we may charge a withdrawal  transaction fee for partial withdrawals,  equal
to 2% of the  amount  withdrawn  up to a $25  maximum.  Currently,  no charge is
imposed; and

      we may charge up to $25 for each projection of values you request during a
     contract  year in excess of one  projection  of values in  addition to your
     annual statement.

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,  other expenses and the total portfolio annual expenses of the
portfolios for 1998. For more  information  concerning  these fees and expenses,
see the prospectuses of the portfolios.




<PAGE>


<TABLE>
<CAPTION>


                               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>  
Alger American Income & Growth                          0.625%             0.075%             0.70%
Alliance VPF Growth & Income                            0.625%             0.105%             0.73%
Alliance VPF Premier Growth                              0.97%             0.09%              1.06%
Dreyfus VIF Capital Appreciation                         0.75%             0.06%              0.81%
Dreyfus VIF Small Cap                                    0.75%             0.02%              0.77%
Janus Aspen Series Balanced                              0.72%             0.02%              0.74%
Janus Aspen Series Worldwide Growth                      0.65%             0.07%              0.72%
MFS VIT Emerging Growth                                  0.75%             0.10%              0.85%
MFS VIT Growth with Income                               0.75%             0.13%              0.88%
MFS VIT Research                                         0.75%             0.11%              0.86%
MSDW UF Fixed Income                                     0.06%             0.64%              0.70%
MSDW UF High Yield                                       0.15%             0.65%              0.80%
MSDW UF International Magnum                             0.15%             1.00%              1.15%
OCC Accumulation Trust Managed                           0.78%             0.04%              0.82%
OCC Accumulation Trust Small Cap                         0.80%             0.08%              0.88%
Transamerica VIF Growth                                  0.64%             0.21%              0.85%
Transamerica VIF Money Market                            0.00%             0.60%              0.60%
</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. We have no reason to doubt the accuracy of that information,  but we
have not verified those  figures.  These figures are for the year ended December
31,  1998.  Actual  expenses  in future  years may be higher or lower than these
figures.

Notes to Portfolio Expenses 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  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 1999.  Without
         such  waivers  or  reimbursements,  the  annual  expenses  for 1998 for
         certain  portfolios  would have been,  as a  percentage  of assets,  as
         follows:

<TABLE>
<CAPTION>


                                                            Management         Other        Total Portfolio
         Portfolio                                             Fees           Expenses      Annual Expenses
         ---------                                             ----           --------      ---------------
<S>                                                            <C>              <C>              <C>  
         Alliance VPF Premier Growth                           1.00%            0.09%            1.09%
         Janus Aspen Series Worldwide Growth                   0.67%            0.07%            0.74%
         MSDW UF Fixed Income                                  0.40%            0.64%            1.04%
         MSDW UF High Yield                                    0.50%            0.65%            1.15%
         MSDW UF International Magnum                          0.80%            1.00%            1.80%
         Transamerica VIF Growth                               0.75%            0.21%            0.96%
         Transamerica VIF Money Market                         0.35%            2.68%            3.03%
</TABLE>

 (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, on page 17 and in the prospectuses for the portfolios.




<PAGE>


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 Amount 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, for each partial withdrawal taken.


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 the 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.
The rider may not be available in all jurisdictions.

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

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 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.


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 the 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,
mortality and expense risk charges, 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, the S&P 500;

      Dow Jones Industrial Average, the 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 and other 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.


<PAGE>





                                     Table I

       Average Annual Total Returns for Periods Ending December 31, 1998,
        Since Inception of the Portfolios and Net of Portfolio Expenses,
           Sub-Account Charges, All Monthly Deductions for 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.
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------
                                                                                   10 Year or Life of      Number of
                                                                       5 Year      the Portfolio (if      Years Since
                                                                       Average     Less than 10 Years      Portfolio
               Sub-Account                   Portfolio     1 Year      Annual       Since Portfolio      Inception (if
             Investing in the                Inception      Total       Total      Inception) Average    Less than 10
         Corresponding Portfolio               Date        Return      Return     Annual Total Return       Years)
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>   <C>     <C>         <C>               <C>                     
Alger American Income & Growth               11/15/88      20.38%      18.49%            12.98%               N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                  1/14/91       9.14%      17.91%            13.24%              7.96
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                   6/26/92      35.60%      24.54%            22.42%              6.51
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation              4/05/93      18.16%      20.27%            18.52%              5.74
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                         8/31/90      -14.64%      9.62%            34.09%              8.33
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced                   9/13/93      22.23%      15.85%            16.37%              5.30
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth           9/13/93      16.99%      18.05%            20.85%              5.30
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                       7/24/95      22.19%        N/A             22.57%              3.44
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                   10/09/95      10.54%        N/A             21.88%              3.23
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Research                              7/26/95      11.50%        N/A             18.54%              3.43
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income                          1/02/97      -3.55%        N/A             2.60%               1.99
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield                            1/02/97      -6.59%        N/A             2.77%               1.99
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MSDW UF International Magnum                  1/02/97      -2.52%        N/A             1.81%               1.99
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)             8/01/88      -4.32%      15.90%            16.64%               N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)           8/01/88      -20.10%      5.26%            10.63%               N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth (3)                   2/26/69      31.01%      31.30%            23.59%               N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                 1/02/98        N/A         N/A             -6.49%              0.99
- ------------------------------------------------------------------------------------------------------------------------

</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,
      the  characteristics  and quality of the  portfolio in which a sub-account
      invests, and the market conditions during the given time period.

Performance information should not be considered as a representation of what may
be achieved in the future.


<PAGE>
<TABLE>
<CAPTION>


                                    Table II

                         Average Annual Total Returns for Periods Ending December 31, 1998
                        Since Inception of the Portfolios
               Excluding Monthly Deductions 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.

- ------------------------------------------------------------------------------------------------------------------------
                                                                                       10 Year or          Number of
                                                                       5 Year    Life of the Portfolio    Years Since
                                                                       Average      (if Less than 10       Portfolio
               Sub-Account                   Portfolio     1 Year      Annual    Years Since Portfolio   Inception (if
             Investing in the                Inception      Total       Total      Inception) Average    Less than 10
         Corresponding Portfolio               Date        Return      Return     Annual Total Return       Years)
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>   <C>     <C>         <C>               <C>                     
Alger American Income & Growth               11/15/88      31.33%      20.79%            14.69%               N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                  1/14/91      19.92%      20.22%            15.06%              7.96
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                   6/26/92      46.79%      26.83%            24.42%              6.52
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation              4/05/93      29.08%      22.56%            20.62%              5.74
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                         8/31/90      -4.21%      11.97%            36.12%              8.34
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced                   9/13/93      33.21%      18.16%            18.52%              5.30
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth           9/13/93      27.89%      20.35%            23.01%              5.30
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                       7/24/95      33.17%        N/A             25.48%              3.44
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                   10/09/95      21.35%        N/A             24.92%              3.23
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Research                              7/26/95      22.32%        N/A             21.49%              3.43
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income                          1/02/97       7.04%        N/A             8.05%               1.99
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield                            1/02/97       3.96%        N/A             8.22%               1.99
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MSDW UF International Magnum                  1/02/97       8.09%        N/A             7.28%               1.99
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)             8/01/88       6.27%      18.20%            18.40%               N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)           8/01/88      -9.75%       7.66%            12.31%               N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth(3)                   2/26/69      42.13%      33.61%            25.46%               N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                 1/02/98        N/A         N/A             4.12%               0.99
- ------------------------------------------------------------------------------------------------------------------------
</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,
      the  characteristics  and quality of the  portfolio in which a sub-account
      invests, and the market conditions during the given time period.

Performance information should not be considered as a representation of what may
be achieved in the future.





























<PAGE>


DESCRIPTION OF TRANSAMERICA,
THE SEPARATE ACCOUNT AND
THE PORTFOLIOS

Transamerica  Occidental Life Insurance  Company:  Transamerica  Occidental Life
Insurance  Company,  hereinafter  referred to as  Transamerica,  is a stock life
insurance company incorporated under the laws of the State of California on June
30, 1906.  Transamerica is principally engaged in the sale of life insurance and
annuity  policies.  The home office of  Transamerica is 1150 South Olive Street,
Los Angeles,  California  90015.  Transamerica  is a wholly-owned  subsidiary of
Transamerica Insurance Corporation of California,  which in turn is a subsidiary
of Transamerica Corporation.

On February 18, 1999,  Transamerica  Corporation  announced that it had signed a
merger  agreement  with AEGON  N.V.,  one of the world's  leading  international
insurance  groups,  providing for AEGON's  acquisition of all of  Transamerica's
outstanding  common stock for a  combination  of cash and AEGON stock worth $9.7
billion.  The closing of the  transaction is expected to occur during the summer
of 1999.

Insurance  Marketplace  Standards  Association:  In recent years,  the insurance
industry has recognized the need to develop specific principles and practices to
help  maintain  the  highest  standards  of  marketplace  behavior  and  enhance
credibility with consumers.  As a result, the industry established the Insurance
Marketplace Standards Association (IMSA).

As an IMSA member,  we agree to follow a set of  standards  in our  advertising,
sales and service for individual life insurance and annuity  products.  The IMSA
logo,  which  you  will  see  on  our  advertising  and  promotional  materials,
demonstrates that we take our commitment to ethical conduct seriously.

The Separate Account:  Transamerica  Occidental Life Separate Account VUL-2, the
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 (the SEC or Commission) under the Investment
Company  Act of 1940,  or 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  seventeen   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:

      The Income and Growth Portfolio of The Alger American Fund

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

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

The  Balanced  Portfolio and The Worldwide  Growth  Portfolio of the Janus Aspen
     Series

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

      The  Fixed  Income   Portfolio,   The  High  Yield   Portfolio,   and  The
     International Magnum Portfolio of the MSDW Universal Funds, Inc.

The  Managed Portfolio and The Small Cap Portfolio of the OCC Accumulation Trust

      The Growth  Portfolio and The Money Market  Portfolio of the  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 our Variable Life Service
Center.

There is no guarantee that the investment  objectives of the portfolios  will be
achieved.  The 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,  that is, before any fee waivers.  The portfolios'
prospectuses  contain more detailed  information on the  portfolio's  investment
objectives, restrictions, risks, expenses and advisers.

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 portfolio invests in dividend paying equity securities,  such
as common or preferred stocks,  preferably those which the Manager believes also
offer opportunities for capital appreciation.

Manager: 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 the 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 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.  These equity
securities  will consist of common stocks,  securities  convertible  into common
stocks and rights and warrants to subscribe for or purchase  common stocks.  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: 1.00%.

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
shareholder's  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  by investing  principally  in common  stocks of
domestic and foreign issuers. 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.  Companies  selected for this
portfolio  will include those  thought to possess new or innovative  products or
services which are expected to propel 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  will seek
long-term growth of capital. The series invests, under normal market conditions,
at least 65% of its total assets in common stocks and related  securities,  such
as preferred stocks,  convertible  securities and depositary  receipts for those
securities of emerging growth companies.  These companies are companies that the
series'  adviser  believes  are  either  early in their  life cycle but have the
potential to become major  enterprises or are major  enterprises  whose rates of
earnings growth are expected to accelerate.

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

The Growth  with Income  Series of the MFS  Variable  Insurance  Trust will seek
long-term  growth of capital and future  income  while  providing  more  current
dividend  income than is  normally  obtainable  from a portfolio  of only growth
stocks. The series invests, under normal market conditions,  at least 65% of its
total assets in common stock and related  securities,  such as preferred stocks,
convertible  securities and depositary receipts for those securities.  While the
fund may  invest  in  companies  of any  size,  the fund  generally  focuses  on
companies with larger market  capitalizations  that the series' adviser believes
have sustainable growth prospects and attractive valuations based on current and
expected earnings or cash flow.

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

The  Research  Series of the MFS Variable  Insurance  Trust will seek to provide
long-term growth of capital and future income. The series invests,  under normal
market conditions, at least 80% of its total assets in common stocks and related
securities,  such as preferred  stocks,  convertible  securities  and depositary
receipts. The series focuses on companies that the series' adviser believes have
favorable prospects for long-term growth, attractive valuations based on current
and  expected  earnings  or cash  flow,  dominant  or growing  market  share and
superior management.

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

The Fixed Income  Portfolio of the Morgan Stanley Dean Witter  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
agency bonds,  corporate bonds,  mortgage backed  securities,  foreign bonds and
other fixed income  securities and derivatives.  The portfolio invests primarily
in investment grade  securities,  but may also invest a portion of its assets in
high  yield  securities,  also  known as junk  bonds.  The  portfolio's  average
weighted maturity will ordinarily exceed five years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management Fee: 0.50% 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 Dean Witter  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 high yield securities
of U. S. and foreign issuers (including  emerging markets),  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.

Adviser: MSDW Investment 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  International  Magnum Portfolio of the Morgan Stanley Dean Witter 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,  we refer to these as 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: MSDW Investment 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 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%.

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 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.


Portfolios Not Publicly Available

The portfolios  are open-end  management  investment  companies or portfolios of
series, open-end management companies registered with the SEC under the 1940 Act
that are often  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 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 you 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,  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.
This period usually lasts for 10 days, but is longer in some circumstances.  See
THE CONTRACT - Free Look Right to Cancel.

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.  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  payments  to the fixed  account,  unless you  instruct  us
otherwise.

Payments

The  contracts  are designed for a large single  payment to be paid by you 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.  You 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  and to
qualify for the Guaranteed Death Benefit Rider.

Payments are payable to us.  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 our Variable Life Service Center.

The contract  limits the ability to make  additional  payments.  Any  additional
payments  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.

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 seventeen 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 our 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 before the election of a benefit 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 allowed only if:

     there has been at least a ninety 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 to automatic transfers from the fixed account you
elect to make under the dollar cost averaging option.

You may apply for automatic transfers under either the dollar cost averaging, or
DCA, option, or the automatic account rebalancing, or 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 in
effect 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 or DCA

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  seventeen  sub-accounts.  The DCA 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.

The first  automatic  transfer for the elected DCA 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.

Automatic Account Rebalancing or 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 AAR 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 seventeen 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 AAR 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;

      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 date the  insured  dies,  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.  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.  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

May not be 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

      the guideline minimum sum insured.

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

      the death benefit, minus

      any  outstanding  loan 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

     the  guideline  minimum  sum  insured  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 the guideline minimum sum insured 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.  The guideline minimum sum
insured is computed based on federal  income 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  $37,736 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 the contract value exceeds $37,736,  each dollar taken out of the
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 the  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

     the contract value will be reduced in the same  proportion as the reduction
in the death benefit.

The  portion of the  outstanding  loan which  will be  deducted  from the living
benefit will equal the  outstanding  loan times the option amount divided by the
death benefit.

There will be no surrender charges assessed on the reduction in contract value.

If you  elect to  exercise  this  option,  we will  provide  you with a  written
statement of the effect  exercising  this option will have on the values in your
contract,  including  the  effect  on the  outstanding  loan  amount,  the death
benefit,  and the surrender  value. We will not distribute the living benefit to
you until you  authorize  the  distribution  after we have provided this written
statement.

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. The rider
may not be available in all jurisdictions.

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 payments;

      interest credited in the fixed account;

      investment performance of the sub-accounts you select;

      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; 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.  For payments  received before the end
     of the free-look  period for your contract,  however,  different  rules may
     apply.

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.


<PAGE>


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.  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 deductions.  All riders may not be
available  in all  jurisdictions,  and  the  names  of the  riders  may  vary by
jurisdiction.



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. If
you reinstate your contract,  however, your surrender charges upon reinstatement
will be the charges  which  applied on the date of default,  and contract  years
will be adjusted  accordingly.  The surrender value may be paid in a lump sum or
under a benefit  payment  option then  offered by us. 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.  In  addition,  if the  contract  is a
modified endowment contract,  or 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 Taxation of the  Contracts  for
important information about surrenders.

Partial Withdrawal

You may withdraw  part of the contract  value 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. 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 or 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  Taxation  of  the  Contracts  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,  we 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.

The monthly deduction is comprised of the following charges:

Administration  Charge: We impose 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 payments.  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, and the insured's sex (Mortality
Table B for unisex contracts and Mortality Table D for second-to-die  contracts)
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  current 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 our simplified  underwriting  guidelines.  These
guidelines include:

      the insured (the younger  insured for  second-to-die  applications)  is at
     least 30 years old but not older than 80 on the date of issue;

      the payment made is 100% of the guideline single premium;

     the payment is at least $10,000 but not more than the maximum permitted for
the age of the insured; and

     information  disclosed on the  application  is consistent  with our current
simplified underwriting guidelines.

Any  application  which  does  not  meet  all  of  our  simplified  underwriting
guidelines will be fully underwritten. We may change our simplified underwriting
criteria at any time.

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  0.50% 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.
We do not intend to profit from this charge.

Rider Charges: Any charges for riders are deducted monthly.  Currently we do not
impose any charges for riders available under the contract.

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 Taxation of the Contracts.

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.


- --------------------------- ----------------------
      Contract Year           Surrender Charge
- --------------------------- ----------------------
- --------------------------- ----------------------
            1                        9%
- --------------------------- ----------------------
- --------------------------- ----------------------
            2                        8%
- --------------------------- ----------------------
- --------------------------- ----------------------
            3                        7%
- --------------------------- ----------------------
- --------------------------- ----------------------
            4                        6%
- --------------------------- ----------------------
- --------------------------- ----------------------
            5                        5%
- --------------------------- ----------------------
- --------------------------- ----------------------
            6                        4%
- --------------------------- ----------------------
- --------------------------- ----------------------
            7                        3%
- --------------------------- ----------------------
- --------------------------- ----------------------
            8                        2%
- --------------------------- ----------------------
- --------------------------- ----------------------
            9                        1%
- --------------------------- ----------------------
- --------------------------- ----------------------
           10+                       0%
- --------------------------- ----------------------

The  surrender  charge  applies  for nine  contract  years and is  assessed as a
percentage  of payments made to the contract  (adjusted for payments  previously
withdrawn). 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 you request
a partial withdrawal in excess of the Free 10% 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.

This amount is called the 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  under the DCA or AAR  option,  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 CONRACT - 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
charges. 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:

      earnings in this contract;

      a loan from an exchanged  life  insurance  policy that was carried over to
this contract; or

     the available 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              Unloaned
         of Contract Year       Gain Available
       --------------------- ---------------------
       --------------------- ---------------------
                1                     0%
       --------------------- ---------------------
       --------------------- ---------------------
                2                    10%
       --------------------- ---------------------
       --------------------- ---------------------
                3                    20%
       --------------------- ---------------------
       --------------------- ---------------------
                4                    30%
       --------------------- ---------------------
       --------------------- ---------------------
                5                    40%
       --------------------- ---------------------
       --------------------- ---------------------
                6                    50%
       --------------------- ---------------------
       --------------------- ---------------------
                7                    60%
       --------------------- ---------------------
       --------------------- ---------------------
                8                    70%
       --------------------- ---------------------
       --------------------- ---------------------
                9                    80%
       --------------------- ---------------------
       --------------------- ---------------------
                10                   90%
       --------------------- ---------------------
       --------------------- ---------------------
               11+                   100%
       --------------------- ---------------------

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 and see Taxation of the Contracts.

 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.

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.

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.

If the contract is  considered  a modified  endowment  contract,  or 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.

For a  discussion  of the federal tax  considerations  of  contract  loans,  see
FEDERAL TAX CONSIDERATIONS - Contract 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.

Additionally,  whether or not the Guaranteed Death Benefit Rider is 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.
This rider may not be available in all jurisdictions.

Reinstatement

A  terminated  contract  may be  reinstated  within  three  years of the date of
default and before:

      the final payment date; or;

      the maturity date, if the default  occurred  because the outstanding  loan
     exceeded the contract value less surrender charges.

In some  jurisdictions,  a time  period  other than three years may apply to the
reinstatement provision.

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; plus

      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:

      any change in underwriting class that you request; and

      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, if the  Guaranteed  Death Benefit
Rider is not in effect on the contract.

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 Code  Section  7702.  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 Distributions 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 Code Section 7702 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.

A life insurance contract is treated as a modified endowment  contract,  or MEC,
if it otherwise  meets the definition of life insurance  under Code Section 7702
but either  fails the  "7-pay  test" of Code  Section  7702A or is  received  in
exchange  for a MEC. It is  expected  that most of the  contracts  will be MECs,
except  where a contract  is issued as part of an  exchange  under Code  Section
1035. Under Code Section 1035, 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 MEC

will not cause the  contract  to be  treated  as a MEC  provided  no  additional
payments are made to the contract and there is no increase in the death  benefit
as a result of the exchange.

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 or MEC under Code Section
7702A. 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  (for  example,  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 Code Section 72(e)(10):

      loans,

      withdrawals, and
      other distributions made before the insured's death

under a MEC are  includible in gross income on an  income-out-first  basis.  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 contract holder by the same insurer or an affiliate  during a
calendar year,  all such MECs 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 Code  Section
72(v), 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 Code Section 72(e)(4)(A), 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  (for  example,  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,  and later  years in which the
contract  fails  the  7-pay  test,  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, (that is, 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.

Contract Loans.  For contracts that are not MECs, we believe 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. 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  Code  Section  264(a)(4),  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 adviser on how
the rules  governing  the  non-deductibility  of  interest  would  apply in your
individual situation.

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.


<PAGE>



<TABLE>
<CAPTION>


DIRECTORS AND PRINCIPAL OFFICERS OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
<S>                                <C>
Nicki                                Bair* Senior Vice  President of TOLIC since
                                     1996.  Vice President of TOLIC from 1991 to
                                     1996.

 Frank Beardsley* Director, President - TAM of TOLIC since 1998.
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.

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.

Kamran Haghighi* Tax Officer of TOLIC since 1998.

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, Acting Chief Financial
                                     Officer 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.

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>

Virginia Wilson* Senior Vice President and Controller of TOLIC since 1998.

James Wolfenden* Statement Officer of TOLIC since 1998.

Sally Yamada* Vice President and Treasurer of TOLIC since 1998.

*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.

<PAGE>


DISTRIBUTION

Transamerica  Securities  Sales  Corporation,  or  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, or NASD. TSSC was organized on February 26, 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, or 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.   Trail
commissions may be up to 0.65%, on an annual basis, of unloaned contract value.

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.

Upon  request,  we will also  provide you with a  projection  of values for your
contract.  Each contract  year,  you may request one projection of values report
without charge.  For each  subsequent  report you request in a contract year, we
may charge up to $25. We will send you reports containing  financial  statements
and other  information  for the separate  account and the portfolios as the 1940
Act requires.

SERVICES

We receive  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.  This is referred to as mixed  funding.  Shares of the
portfolios are also issued to other unaffiliated  insurance  companies.  This is
referred to as 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  contract  owners.  We do not believe that
mixed funding is currently  disadvantageous  to either  variable life  insurance
contract owners or variable annuity contract owners.

We will  monitor  events to identify  any  material  conflicts  because of mixed
funding.  If we conclude  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.

YEAR 2000 ISSUE

Many computer  software  systems in use today cannot  distinguish  the year 2000
from the year 1900 because dates are encoded using the standard six-place format
that  allows  entry of only the last two  digits of the year.  This is  commonly
known as the "Year 2000 Problem".

Regarding our systems and software that  administer  the  contracts,  we believe
that our own internal systems will be Year 2000 ready. Additionally,  we require
third party  vendors that supply  software or  administrative  services to us in
connection with the contract administration to certify that such software and/or
services will be Year 2000 ready.

The "Year 2000  Problem"  could also  adversely  impact  the  portfolios  if the
computer systems used by the portfolios'  investment  advisers and other service
providers do not  accurately  process date  information  on or after  January 1,
2000. The investment  advisers are addressing this issue by testing the computer
systems they use to ensure that those systems will operate  properly on or after
January 1, 2000, and are seeking  assurances  from other service  providers they
use that their  computer  systems  will be  adapted  to  address  the "Year 2000
Problem" in time to prevent  adverse  consequences  on or after January 1, 2000.
However,  especially when taking into account interaction with other systems, it
is difficult  to predict  with  precision  that there will be no  disruption  of
services in connection with the year 2000.

We continue to believe that we will achieve Year 2000  readiness.  However,  the
size and complexity of our systems and the need for them to interface with other
systems  internally  and  with  those  of  our  customers,   vendors,  partners,
governmental  agencies and other outside  parties,  creates the possibility that
some systems may experience  Year 2000 problems.  Although we believe we will be
properly prepared for the date change, we are also developing  contingency plans
to minimize any potential disruptions to operations,  especially from externally
interfaced systems over which we have limited or no control.

This issue  could also  adversely  impact the value of the  securities  that the
portfolios invest in if the issuing  companies'  systems do not operate properly
on or after January 1, 2000,  and this risk could be heightened  for  portfolios
that invest  internationally.  Refer to the  prospectuses for the portfolios for
more information.

The above information is subject to the Year 2000 Readiness Disclosure Act. This
act may limit your legal rights in the event of a dispute.

FURTHER INFORMATION

We have filed a registration statement under the Securities Act of 1933 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.

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%.
The minimum interest rate for preferred loans is 5.5%.

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, 1998 and
1997,  and for each of the three years in the period  ended  December  31, 1998,
appearing in the prospectus have been audited by Ernst & Young LLP,  Independent
Auditors,  as set forth in their  attached  reports.  The  financial  statements
audited by Ernst & Young LLP have been  included in reliance  upon such  reports
given upon the authority of such firm as experts in accounting and auditing.

FINANCIAL STATEMENTS

Financial Statements for Transamerica are included in this prospectus,  starting
on the next page.  There are no financial  statements for Separate Account VUL-2
since the separate account had not commenced operations as of December 31, 1998.

The financial  statements of  Transamerica  should be considered as bearing upon
our  ability to meet our  obligations  under the  contract.  They  should not be
considered as bearing on the investment performance of the separate account.


<PAGE>






<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 income tax regulations.
<TABLE>
<CAPTION>


                                          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>


The guideline minimum sum insured percentage for contracts issued subject to the
jurisdiction of Florida is 100% (rather than 101%) for attained ages 100-115.









                                                        A-1

APPENDIX B

OPTIONAL INSURANCE BENEFITS



<PAGE>


                                                         3
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.  The names of the  available  riders  may vary by
jurisdiction.

Option to Accelerate Death Benefits (Living Benefits Rider - SPVUL)

This rider allows the  contract  owner to elect to receive part of the net death
benefit  under the contract  before 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.

Section 1035 Rider

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

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) the  guideline  minimum  sum  insured  as of the date due  proof of death is
received by us.

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>



























                                                        B-1
APPENDIX A

<PAGE>



APPENDIX C

BENEFIT PAYMENT OPTIONS

The following definitions apply to this description of benefit payment options:

Designated  Individual:  a  person  specified  by  the  payee  upon  whose  life
expectancy  a  benefit  payment  option  amount  is based  and upon  whose  life
continued  payments  depend.  If the payee is the contract owner, the designated
individual may be the insured, or if applicable,  another living individual.  If
the payee is the beneficiary,  the designated  individual may be the beneficiary
or another living individual.

Payee:  the person with the right to elect an available  benefit  payment option
and to receive the payments under a benefit payment  option.  The contract owner
is the payee  under the  benefit  payment  option if the  option is elected as a
method of receiving surrender or maturity proceeds. The beneficiary is the payee
under a  benefit  payment  option  elected  as a method of  receiving  net death
benefits.

Benefit Payment Options

When the insured  dies,  we will pay the net death  benefit in a lump sum unless
you or the beneficiary choose a benefit payment option. You may choose a benefit
payment 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 benefit  payment option  restrictions  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 the contract. When we
receive a satisfactory written request, we will pay the benefit according to one
of these options.

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.

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 designated individual 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  payment  to buy an
annuity.  The annuity may be payable based on the life of one or two  designated
individuals.  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.
There must be at least  $10,000  available for any option and the amount of each
installment  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.

Installments  which vary by age of the designated  individual will be determined
based on the age nearest  birthday of the  designated  individual on the date of
death, maturity, or surrender.  If the net death benefit is payable, the benefit
payment option  starting date is the date of death of the insured.  For purposes
of contract  maturity or surrender,  the date the written request is received in
our Variable Life Service Center is the benefit payment option starting date.




<PAGE>


                                                        C-1

<PAGE>


The first  installment due under any option will be for the period  beginning as
of the date of death,  maturity or surrender.  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>















































                                                        C-2


<PAGE>


APPENDIX D

<PAGE>




ILLUSTRATIONS OF
DEATH BENEFIT, CONTRACT VALUES
AND ACCUMULATED PAYMENTS


<PAGE>



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, age 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, age 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;

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, age 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, age 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  portfolios  (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.


<PAGE>


                                                        D-1

<PAGE>


Deductions for Charges

The amounts shown for the death  proceeds and contract  values take into account
the monthly deductions from contract value:

1.    the insurance protection charge;

2.    the administration charge equivalent to 0.30% on an annual basis;

3. the tax charge  equivalent to 0.20% on an annual basis,  deducted  during the
first ten contract years; and

4. 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 0.82%
of the  average  daily net  assets of the  portfolios.  The rate of 0.82% is the
simple average of the total portfolio  annual expenses for all of the portfolios
as shown in the  Portfolio  Expenses  table in the  prospectus  and  takes  into
account  expense  reimbursement  arrangements.  The  fees and  expenses  of each
portfolio  vary,  and,  in 1998 ranged from an annual rate of 0.60% to an annual
rate of 1.15% of  average  daily  net  assets.  Some of these  expenses  reflect
expense waivers or  reimbursements  by the portfolios'  advisers as discussed in
Note (1) to the Portfolio  Expenses  table.  Without  these  expense  waivers or
reimbursements,  if applicable, the expenses for those portfolio would be higher
and the simple  average  would have been at the annual  rate of 1.05% of average
daily net assets. As discussed in Note (1) to the Portfolio Expenses Table, such
waivers or  reimbursements  are  expected  to  continue  for 1999.  The fees and
expenses  associated  with the  contract  may be more or less than  0.82% in the
aggregate,  depending upon how you make  allocations of the contract value among
the sub-accounts.  For more information on portfolio expenses, see the Portfolio
Expenses Table in this prospectus and the prospectuses for the portfolios.

Net Annual Rates of Investment

Taking into account the separate  account  mortality  and expense risk charge of
0.80%, and the assumed 0.82% 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 -1.62%, 4.38% and 10.38%, respectively.

Upon request, we 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>















<TABLE>
<CAPTION>





                                                        D-2
                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                             Male, Non-Tobacco User, Age 55
                                                                                                Standard Underwriting Class
                                                                                           Simplified Underwriting Criteria
                                                                                                      Face Amount: $220,019

                              BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- ----------------------------------------------------------------------------------------------------------------------------
       Payments            Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus        Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender  Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value     Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----     -------       -----      -----      -------      -----       -----      -------
<S>    <C>          <C>        <C>        <C>          <C>        <C>        <C>          <C>         <C>        <C>     
 1     $78,750      $65,936    $72,686    $220,019     $70,369    $77,119    $220,019     $74,802     $81,552    $220,019
 2     $82,688      $64,444    $70,444    $220,019     $73,298    $79,298    $220,019     $82,677     $88,677    $220,019
 3     $86,822      $63,020    $68,270    $220,019     $76,289    $81,539    $220,019     $91,173     $96,423    $220,019
 4     $91,163      $61,664    $66,164    $220,019     $79,343    $83,843    $220,019    $100,347    $104,847    $220,019
 5     $95,721      $60,373    $64,123    $220,019     $82,461    $86,211    $220,019    $110,257    $114,007    $220,019
 6     $100,507     $59,145    $62,145    $220,019     $85,647    $88,647    $220,019    $120,967    $123,967    $220,019
 7     $105,533     $57,977    $60,227    $220,019     $88,902    $91,152    $220,019    $132,546    $134,796    $220,019
 8     $110,809     $56,869    $58,369    $220,019     $92,228    $93,728    $220,019    $145,072    $146,572    $220,019
 9     $116,350     $55,818    $56,568    $220,019     $95,626    $96,376    $220,019    $158,627    $159,377    $221,534
 10    $122,167     $54,823    $54,823    $220,019     $99,099    $99,099    $220,019    $173,300    $173,300    $237,422
 11    $128,275     $53,559    $53,559    $220,019    $102,718    $102,718   $220,019    $189,955    $189,955    $256,439
 12    $134,689     $52,323    $52,323    $220,019    $106,469    $106,469   $220,019    $208,209    $208,209    $279,000
 13    $141,424     $51,117    $51,117    $220,019    $110,357    $110,357   $220,019    $228,218    $228,218    $303,530
 14    $148,495     $49,938    $49,938    $220,019    $114,387    $114,387   $220,019    $250,149    $250,149    $330,197
 15    $155,920     $48,786    $48,786    $220,019    $118,564    $118,564   $220,019    $274,188    $274,188    $359,187
 16    $163,716     $47,661    $47,661    $220,019    $122,894    $122,894   $220,019    $300,538    $300,538    $390,699
 17    $171,901     $46,562    $46,562    $220,019    $127,381    $127,381   $220,019    $329,419    $329,419    $421,657
 18    $180,496     $45,488    $45,488    $220,019    $132,033    $132,033   $220,019    $361,076    $361,076    $454,956
 19    $189,521     $44,439    $44,439    $220,019    $136,855    $136,855   $220,019    $395,775    $395,775    $490,761
 20    $198,997     $43,414    $43,414    $220,019    $141,852    $141,852   $220,019    $433,809    $433,809    $529,247
Age    $95,721      $60,373    $64,123    $220,019     $82,461    $86,211    $220,019    $110,257    $114,007    $220,019
 60
Age    $122,167     $54,823    $54,823    $220,019     $99,099    $99,099    $220,019    $173,300    $173,300    $237,422
 65
Age    $155,920     $48,786    $48,786    $220,019    $118,564    $118,564   $220,019    $274,188    $274,188    $359,187
 70
Age    $198,997     $43,414    $43,414    $220,019    $141,852    $141,852   $220,019    $433,809    $433,809    $529,247
 75
- ----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a single  payment of $75,000 is made at the  beginning  of the first
contract  year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.



                                                        D-3


<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                            Male, Non-Tobacco User, Age 55
                                                                                               Standard Underwriting Class
                                                                                          Simplified Underwriting Criteria
                                                                                                    Face Amount = $220,019

                             BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
                                     MONTHLY DEDUCTIONS AND PORTFOLIO EXPENSES

- ----------------------------------------------------------------------------------------------------------------------------
       Payments            Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus        Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender  Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value     Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----     -------       -----      -----      -------      -----       -----      -------
 1     $78,750      $65,194    $71,944    $220,019     $69,632    $76,382    $220,019     $74,071     $80,821    $220,019
 2     $82,688      $62,815    $68,815    $220,019     $71,700    $77,700    $220,019     $81,120     $87,120    $220,019
 3     $86,822      $60,342    $65,592    $220,019     $73,687    $78,937    $220,019     $88,691     $93,941    $220,019
 4     $91,163      $57,769    $62,269    $220,019     $75,590    $80,090    $220,019     $96,852    $101,352    $220,019
 5     $95,721      $55,054    $58,804    $220,019     $77,375    $81,125    $220,019    $105,653    $109,403    $220,019
 6     $100,507     $52,191    $55,191    $220,019     $79,038    $82,038    $220,019    $115,181    $118,181    $220,019
 7     $105,533     $49,132    $51,382    $220,019     $80,542    $82,792    $220,019    $125,514    $127,764    $220,019
 8     $110,809     $45,850    $47,350    $220,019     $81,865    $83,365    $220,019    $136,757    $138,257    $220,019
 9     $116,350     $42,290    $43,040    $220,019     $82,964    $83,714    $220,019    $149,028    $149,778    $220,019
 10    $122,167     $38,377    $38,377    $220,019     $83,779    $83,779    $220,019    $162,462    $162,462    $222,573
 11    $128,275     $33,558    $33,558    $220,019     $84,064    $84,064    $220,019    $177,387    $177,387    $239,473
 12    $134,689     $28,271    $28,271    $220,019     $84,030    $84,030    $220,019    $193,571    $193,571    $259,386
 13    $141,424     $22,441    $22,441    $220,019     $83,623    $83,623    $220,019    $211,100    $211,100    $280,763
 14    $148,495     $15,984    $15,984    $220,019     $82,779    $82,779    $220,019    $230,067    $230,067    $303,689
 15    $155,920     $8,808     $8,808     $220,019     $81,427    $81,427    $220,019    $250,572    $250,572    $328,250
 16    $163,716      $751       $751      $220,019     $79,452    $79,452    $220,019    $272,701    $272,701    $354,511
 17    $171,901       $0         $0         $0*        $76,700    $76,700    $220,019    $296,655    $296,655    $379,719
 18    $180,496       $0         $0         $0*        $73,008    $73,008    $220,019    $322,587    $322,587    $406,460
 19    $189,521       $0         $0         $0*        $68,126    $68,126    $220,019    $350,644    $350,644    $434,798
 20    $198,997       $0         $0         $0*        $61,805    $61,805    $220,019    $381,029    $381,029    $464,856
Age    $95,721      $55,054    $58,804    $220,019     $77,375    $81,125    $220,019    $105,653    $109,403    $220,019
 60
Age    $122,167     $38,377    $38,377    $220,019     $83,779    $83,779    $220,019    $162,462    $162,462    $222,573
 65
Age    $155,920     $8,808     $8,808     $220,019     $81,427    $81,427    $220,019    $250,572    $250,572    $328,250
 70
Age    $198,997       $0         $0         $0*        $61,805    $61,805    $220,019    $381,029    $381,029    $464,856
 75
- ----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $75,000  payment is made at the  beginning  of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

*If the Guaranteed  Death Benefit Rider is in effect on the contract,  the death
benefit will be $220,019 based on the assumptions for this illustration.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.

                                                        D-4

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 55
                                                                                                  Standard Underwriting Class
                                                                                                   Full Underwriting Criteria
                                                                                                        Face Amount: $586,715

                              BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $210,000    $176,024    $194,024    $586,715    $187,857    $205,857   $586,715    $199,690    $217,690    $586,715
 2     $220,500    $172,226    $188,226    $586,715    $195,885    $211,885   $586,715    $220,945    $236,945    $586,715
 3     $231,525    $168,601    $182,601    $586,715    $204,090    $218,090   $586,715    $243,902    $257,902    $586,715
 4     $243,101    $165,145    $177,145    $586,715    $212,477    $224,477   $586,715    $268,714    $280,714    $586,715
 5     $255,256    $161,852    $171,852    $586,715    $221,050    $231,050   $586,715    $295,543    $305,543    $586,715
 6     $268,019    $158,717    $166,717    $586,715    $229,816    $237,816   $586,715    $324,568    $332,568    $586,715
 7     $281,420    $155,735    $161,735    $586,715    $238,780    $244,780   $586,715    $355,983    $361,983    $586,715
 8     $295,491    $152,902    $156,902    $586,715    $247,949    $251,949   $586,715    $390,001    $394,001    $586,715
 9     $310,266    $150,213    $152,213    $586,715    $257,327    $259,327   $586,715    $426,850    $428,850    $596,101
 10    $325,779    $147,665    $147,665    $586,715    $266,921    $266,921   $586,715    $466,781    $466,781    $639,490
 11    $342,068    $144,404    $144,404    $586,715    $276,945    $276,945   $586,715    $512,151    $512,151    $691,403
 12    $359,171    $141,214    $141,214    $586,715    $287,346    $287,346   $586,715    $561,930    $561,930    $752,986
 13    $377,130    $138,096    $138,096    $586,715    $298,137    $298,137   $586,715    $616,547    $616,547    $820,008
 14    $395,986    $135,046    $135,046    $586,715    $309,334    $309,334   $586,715    $676,473    $676,473    $892,945
 15    $415,786    $132,063    $132,063    $586,715    $320,951    $320,951   $586,715    $742,224    $742,224    $972,313
 16    $436,575    $129,146    $129,146    $586,715    $333,004    $333,004   $586,715    $814,365    $814,365   $1,058,675
 17    $458,404    $126,294    $126,294    $586,715    $345,510    $345,510   $586,715    $893,519    $893,519   $1,143,704
 18    $481,324    $123,505    $123,505    $586,715    $358,486    $358,486   $586,715    $980,365    $980,365   $1,235,260
 19    $505,390    $120,777    $120,777    $586,715    $371,949    $371,949   $586,715   $1,075,653  $1,075,653  $1,333,810
 20    $530,660    $118,110    $118,110    $586,715    $385,918    $385,918   $586,715   $1,180,202  $1,180,202  $1,439,847
Age    $255,256    $161,852    $171,852    $586,715    $221,050    $231,050   $586,715    $295,543    $305,543    $586,715
 60
Age    $325,779    $147,665    $147,665    $586,715    $266,921    $266,921   $586,715    $466,781    $466,781    $639,490
 65
Age    $415,786    $132,063    $132,063    $586,715    $320,951    $320,951   $586,715    $742,224    $742,224    $972,313
 70
Age    $530,660    $118,110    $118,110    $586,715    $385,918    $385,918   $586,715   $1,180,202  $1,180,202  $1,439,847
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $200,000  payment is made at the  beginning of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.




                                                        D-5

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 55
                                                                                                  Standard Underwriting Class
                                                                                                   Full Underwriting Criteria
                                                                                                        Face Amount: $586,715

                             BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $210,000    $173,850    $191,850    $586,715    $185,685    $203,685   $586,715    $197,523    $215,523    $586,715
 2     $220,500    $167,507    $183,507    $586,715    $191,200    $207,200   $586,715    $216,319    $232,319    $586,715
 3     $231,525    $160,911    $174,911    $586,715    $196,497    $210,497   $586,715    $236,508    $250,508    $586,715
 4     $243,101    $154,051    $166,051    $586,715    $201,574    $213,574   $586,715    $258,273    $270,273    $586,715
 5     $255,256    $146,811    $156,811    $586,715    $206,334    $216,334   $586,715    $281,741    $291,741    $586,715
 6     $268,019    $139,175    $147,175    $586,715    $210,769    $218,769   $586,715    $307,150    $315,150    $586,715
 7     $281,420    $131,019    $137,019    $586,715    $214,780    $220,780   $586,715    $334,703    $340,703    $586,715
 8     $295,491    $122,265    $126,265    $586,715    $218,306    $222,306   $586,715    $364,686    $368,686    $586,715
 9     $310,266    $112,774    $114,774    $586,715    $221,237    $223,237   $586,715    $397,409    $399,409    $586,715
 10    $325,779    $102,339    $102,339    $586,715    $223,411    $223,411   $586,715    $433,232    $433,232    $593,528
 11    $342,068     $89,488    $89,488     $586,715    $224,171    $224,171   $586,715    $473,033    $473,033    $638,595
 12    $359,171     $75,389    $75,389     $586,715    $224,081    $224,081   $586,715    $516,191    $516,191    $691,695
 13    $377,130     $59,843    $59,843     $586,715    $222,994    $222,994   $586,715    $562,934    $562,934    $748,702
 14    $395,986     $42,625    $42,625     $586,715    $220,743    $220,743   $586,715    $613,513    $613,513    $809,837
 15    $415,786     $23,487    $23,487     $586,715    $217,140    $217,140   $586,715    $668,193    $668,193    $875,333
 16    $436,575     $2,003      $2,003     $586,715    $211,873    $211,873   $586,715    $727,203    $727,203    $945,364
 17    $458,404       $0          $0         $0*       $204,533    $204,533   $586,715    $791,081    $791,081   $1,012,584
 18    $481,324       $0          $0         $0*       $194,688    $194,688   $586,715    $860,233    $860,233   $1,083,894
 19    $505,390       $0          $0         $0*       $181,669    $181,669   $586,715    $935,050    $935,050   $1,159,462
 20    $530,660       $0          $0         $0*       $164,815    $164,815   $586,715   $1,016,079  $1,016,079  $1,239,616
Age    $255,256    $146,811    $156,811    $586,715    $206,334    $216,334   $586,715    $281,741    $291,741    $586,715
 60
Age    $325,779    $102,339    $102,339    $586,715    $223,411    $223,411   $586,715    $433,232    $433,232    $593,528
 65
Age    $415,786     $23,487    $23,487     $586,715    $217,140    $217,140   $586,715    $668,193    $668,193    $875,333
 70
Age    $530,660       $0          $0         $0*       $164,815    $164,815   $586,715   $1,016,079  $1,016,079  $1,239,616
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $200,000  payment is made at the  beginning of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

*If the Guaranteed  Death Benefit Rider is in effect on the contract,  the death
benefit will be $586,715 based on the assumptions for this illustration.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.

                                                        D-6

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 55
                                                                                             Female, Non-Tobacco User, Age 55
                                                                                                  Standard Underwriting Class
                                                                                             Simplified Underwriting Criteria
                                                                                                        Face Amount: $343,811

                              BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $78,750      $66,360    $73,110     $343,811     $70,819    $77,569    $343,811     $75,278     $82,028    $343,811
 2     $82,688      $65,234    $71,234     $343,811     $74,194    $80,194    $343,811     $83,684     $89,684    $343,811
 3     $86,822      $64,115    $69,365     $343,811     $77,620    $82,870    $343,811     $92,771     $98,021    $343,811
 4     $91,163      $62,993    $67,493     $343,811     $81,092    $85,592    $343,811    $102,599    $107,099    $343,811
 5     $95,721      $61,859    $65,609     $343,811     $84,602    $88,352    $343,811    $113,231    $116,981    $343,811
 6     $100,507     $60,776    $63,776     $343,811     $88,140    $91,140    $343,811    $124,737    $127,737    $343,811
 7     $105,533     $59,744    $61,994     $343,811     $91,747    $93,997    $343,811    $137,192    $139,442    $343,811
 8     $110,809     $58,762    $60,262     $343,811     $95,444    $96,944    $343,811    $150,679    $152,179    $343,811
 9     $116,350     $57,828    $58,578     $343,811     $99,232    $99,982    $343,811    $165,286    $166,036    $343,811
 10    $122,167     $56,942    $56,942     $343,811    $103,116    $103,116   $343,811    $181,116    $181,116    $343,811
 11    $128,275     $55,740    $55,740     $343,811    $107,096    $107,096   $343,811    $198,918    $198,918    $343,811
 12    $134,689     $54,563    $54,563     $343,811    $111,229    $111,229   $343,811    $218,471    $218,471    $343,811
 13    $141,424     $53,412    $53,412     $343,811    $115,522    $115,522   $343,811    $239,945    $239,945    $343,811
 14    $148,495     $52,284    $52,284     $343,811    $119,980    $119,980   $343,811    $263,531    $263,531    $347,860
 15    $155,920     $51,181    $51,181     $343,811    $124,611    $124,611   $343,811    $289,434    $289,434    $379,159
 16    $163,716     $50,100    $50,100     $343,811    $129,420    $129,420   $343,811    $317,884    $317,884    $413,249
 17    $171,901     $49,043    $49,043     $343,811    $134,415    $134,415   $343,811    $349,130    $349,130    $446,886
 18    $180,496     $48,008    $48,008     $343,811    $139,602    $139,602   $343,811    $383,447    $383,447    $483,144
 19    $189,521     $46,995    $46,995     $343,811    $144,990    $144,990   $343,811    $421,138    $421,138    $522,211
 20    $198,997     $46,003    $46,003     $343,811    $150,585    $150,585   $343,811    $462,533    $462,533    $564,291
Age    $95,721      $61,859    $65,609     $343,811     $84,602    $88,352    $343,811    $113,231    $116,981    $343,811
 60
Age    $122,167     $56,942    $56,942     $343,811    $103,116    $103,116   $343,811    $181,116    $181,116    $343,811
 65
Age    $155,920     $51,181    $51,181     $343,811    $124,611    $124,611   $343,811    $289,434    $289,434    $379,159
 70
Age    $198,997     $46,003    $46,003     $343,811    $150,585    $150,585   $343,811    $462,533    $462,533    $564,291
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $75,000  payment is made at the  beginning  of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.


                                                        D-7

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 55
                                                                                             Female, Non-Tobacco User, Age 55
                                                                                                  Standard Underwriting Class
                                                                                             Simplified Underwriting Criteria
                                                                                                        Face Amount: $343,811

                             BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $78,750      $66,360    $73,110     $343,811     $70,819    $77,569    $343,811     $75,278     $82,028    $343,811
 2     $82,688      $65,234    $71,234     $343,811     $74,194    $80,194    $343,811     $83,684     $89,684    $343,811
 3     $86,822      $64,115    $69,365     $343,811     $77,620    $82,870    $343,811     $92,771     $98,021    $343,811
 4     $91,163      $62,993    $67,493     $343,811     $81,092    $85,592    $343,811    $102,599    $107,099    $343,811
 5     $95,721      $61,858    $65,608     $343,811     $84,602    $88,352    $343,811    $113,231    $116,981    $343,811
 6     $100,507     $60,696    $63,696     $343,811     $88,140    $91,140    $343,811    $124,737    $127,737    $343,811
 7     $105,533     $59,490    $61,740     $343,811     $91,695    $93,945    $343,811    $137,192    $139,442    $343,811
 8     $110,809     $58,217    $59,717     $343,811     $95,246    $96,746    $343,811    $150,679    $152,179    $343,811
 9     $116,350     $56,847    $57,597     $343,811     $98,771    $99,521    $343,811    $165,286    $166,036    $343,811
 10    $122,167     $55,348    $55,348     $343,811    $102,243    $102,243   $343,811    $181,115    $181,115    $343,811
 11    $128,275     $53,255    $53,255     $343,811    $105,516    $105,516   $343,811    $198,726    $198,726    $343,811
 12    $134,689     $50,934    $50,934     $343,811    $108,717    $108,717   $343,811    $218,048    $218,048    $343,811
 13    $141,424     $48,344    $48,344     $343,811    $111,813    $111,813   $343,811    $239,280    $239,280    $343,811
 14    $148,495     $45,432    $45,432     $343,811    $114,767    $114,767   $343,811    $262,654    $262,654    $346,704
 15    $155,920     $42,131    $42,131     $343,811    $117,528    $117,528   $343,811    $288,316    $288,316    $377,694
 16    $163,716     $38,351    $38,351     $343,811    $120,029    $120,029   $343,811    $316,349    $316,349    $411,254
 17    $171,901     $33,969    $33,969     $343,811    $122,181    $122,181   $343,811    $346,973    $346,973    $444,126
 18    $180,496     $28,821    $28,821     $343,811    $123,865    $123,865   $343,811    $380,400    $380,400    $479,304
 19    $189,521     $22,704    $22,704     $343,811    $124,934    $124,934   $343,811    $416,853    $416,853    $516,898
 20    $198,997     $15,382    $15,382     $343,811    $125,220    $125,220   $343,811    $456,585    $456,585    $557,033
Age    $95,721      $61,858    $65,608     $343,811     $84,602    $88,352    $343,811    $113,231    $116,981    $343,811
 60
Age    $122,167     $55,348    $55,348     $343,811    $102,243    $102,243   $343,811    $181,115    $181,115    $343,811
 65
Age    $155,920     $42,131    $42,131     $343,811    $117,528    $117,528   $343,811    $288,316    $288,316    $377,694
 70
Age    $198,997     $15,382    $15,382     $343,811    $125,220    $125,220   $343,811    $456,585    $456,585    $557,033
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $75,000  payment is made at the  beginning  of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.


                                                        D-8

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 55
                                                                                              Female, Non-Tobacco User Age 55
                                                                                                  Standard Underwriting Class
                                                                                                   Full Underwriting Criteria
                                                                                                        Face Amount: $916,829

                              BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $210,000    $176,959    $194,959    $916,829    $188,851    $206,851   $916,829    $200,742    $218,742    $916,829
 2     $220,500    $173,958    $189,958    $916,829    $197,850    $213,850   $916,829    $223,158    $239,158    $916,829
 3     $231,525    $170,973    $184,973    $916,829    $206,987    $220,987   $916,829    $247,390    $261,390    $916,829
 4     $243,101    $167,986    $179,986    $916,829    $216,244    $228,244   $916,829    $273,597    $285,597    $916,829
 5     $255,256    $165,132    $175,132    $916,829    $225,634    $235,634   $916,829    $301,949    $311,949    $916,829
 6     $268,019    $162,410    $170,410    $916,829    $235,264    $243,264   $916,829    $332,631    $340,631    $916,829
 7     $281,420    $159,814    $165,814    $916,829    $245,140    $251,140   $916,829    $365,877    $371,877    $916,829
 8     $295,491    $157,343    $161,343    $916,829    $255,271    $259,271   $916,829    $401,986    $405,986    $916,829
 9     $310,266    $154,992    $156,992    $916,829    $265,666    $267,666   $916,829    $441,224    $443,224    $916,829
 10    $325,779    $152,759    $152,759    $916,829    $276,332    $276,332   $916,829    $483,876    $483,876    $916,829
 11    $342,068    $149,684    $149,684    $916,829    $287,284    $287,284   $916,829    $531,970    $531,970    $916,829
 12    $359,171    $146,671    $146,671    $916,829    $298,670    $298,670   $916,829    $584,845    $584,845    $916,829
 13    $377,130    $143,719    $143,719    $916,829    $310,507    $310,507   $916,829    $642,974    $642,974    $916,829
 14    $395,986    $140,826    $140,826    $916,829    $322,813    $322,813   $916,829    $706,881    $706,881    $933,084
 15    $415,786    $137,992    $137,992    $916,829    $335,607    $335,607   $916,829    $777,141    $777,141   $1,018,054
 16    $436,575    $135,215    $135,215    $916,829    $348,908    $348,908   $916,829    $854,383    $854,383   $1,110,698
 17    $458,404    $132,493    $132,493    $916,829    $362,736    $362,736   $916,829    $939,303    $939,303   $1,202,308
 18    $481,324    $129,826    $129,826    $916,829    $377,112    $377,112   $916,829   $1,032,663  $1,032,663  $1,301,156
 19    $505,390    $127,213    $127,213    $916,829    $392,058    $392,058   $916,829   $1,135,303  $1,135,303  $1,407,776
 20    $530,660    $124,653    $124,653    $916,829    $407,597    $407,597   $916,829   $1,248,144  $1,248,144  $1,522,736
Age    $255,256    $165,132    $175,132    $916,829    $225,634    $235,634   $916,829    $301,949    $311,949    $916,829
 60
Age    $325,779    $152,759    $152,759    $916,829    $276,332    $276,332   $916,829    $483,876    $483,876    $916,829
 65
Age    $415,786    $137,992    $137,992    $916,829    $335,607    $335,607   $916,829    $777,141    $777,141   $1,018,054
 70
Age    $530,660    $124,653    $124,653    $916,829    $407,597    $407,597   $916,829   $1,248,144  $1,248,144  $1,522,736
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $200,000  payment is made at the  beginning of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.


                                                        D-9

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 55
                                                                                              Female, Non-Tobacco User Age 55
                                                                                                  Standard Underwriting Class
                                                                                                   Full Underwriting Criteria
                                                                                                        Face Amount: $916,829

                             BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $210,000    $176,959    $194,959    $916,829    $188,851    $206,851   $916,829    $200,742    $218,742    $916,829
 2     $220,500    $173,958    $189,958    $916,829    $197,850    $213,850   $916,829    $223,158    $239,158    $916,829
 3     $231,525    $170,973    $184,973    $916,829    $206,987    $220,987   $916,829    $247,390    $261,390    $916,829
 4     $243,101    $167,982    $179,982    $916,829    $216,244    $228,244   $916,829    $273,597    $285,597    $916,829
 5     $255,256    $164,956    $174,956    $916,829    $225,604    $235,604   $916,829    $301,949    $311,949    $916,829
 6     $268,019    $161,857    $169,857    $916,829    $235,041    $243,041   $916,829    $332,631    $340,631    $916,829
 7     $281,420    $158,640    $164,640    $916,829    $244,519    $250,519   $916,829    $365,846    $371,846    $916,829
 8     $295,491    $155,245    $159,245    $916,829    $253,990    $257,990   $916,829    $401,810    $405,810    $916,829
 9     $310,266    $151,593    $153,593    $916,829    $263,391    $265,391   $916,829    $440,762    $442,762    $916,829
 10    $325,779    $147,595    $147,595    $916,829    $272,648    $272,648   $916,829    $482,973    $482,973    $916,829
 11    $342,068    $142,012    $142,012    $916,829    $281,376    $281,376   $916,829    $529,937    $529,937    $916,829
 12    $359,171    $135,825    $135,825    $916,829    $289,912    $289,912   $916,829    $581,463    $581,463    $916,829
 13    $377,130    $128,917    $128,917    $916,829    $298,168    $298,168   $916,829    $638,080    $638,080    $916,829
 14    $395,986    $121,151    $121,151    $916,829    $306,044    $306,044   $916,829    $700,411    $700,411    $924,543
 15    $415,786    $112,349    $112,349    $916,829    $313,407    $313,407   $916,829    $768,843    $768,843   $1,007,185
 16    $436,575    $102,269    $102,269    $916,829    $320,078    $320,078   $916,829    $843,597    $843,597   $1,096,677
 17    $458,404     $90,584    $90,584     $916,829    $325,817    $325,817   $916,829    $925,263    $925,263   $1,184,336
 18    $481,324     $76,856    $76,856     $916,829    $330,306    $330,306   $916,829   $1,014,399  $1,014,399  $1,278,143
 19    $505,390     $60,544    $60,544     $916,829    $333,157    $333,157   $916,829   $1,111,609  $1,111,609  $1,378,395
 20    $530,660     $41,019    $41,019     $916,829    $333,920    $333,920   $916,829   $1,217,559  $1,217,559  $1,485,422
Age    $255,256    $164,956    $174,956    $916,829    $225,604    $235,604   $916,829    $301,949    $311,949    $916,829
 60
Age    $325,779    $147,595    $147,595    $916,829    $272,648    $272,648   $916,829    $482,973    $482,973    $916,829
 65
Age    $415,786    $112,349    $112,349    $916,829    $313,407    $313,407   $916,829    $768,843    $768,843   $1,007,185
 70
Age    $530,660     $41,019    $41,019     $916,829    $333,920    $333,920   $916,829   $1,217,559  $1,217,559  $1,485,422
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $200,000  payment is made at the  beginning of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.

                                                       D-10

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 65
                                                                                                  Standard Underwriting Class
                                                                                             Simplified Underwriting Criteria
                                                                                                        Face Amount: $151,898

                              BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $78,750      $65,936    $72,686     $151,898     $70,369    $77,119    $151,898     $74,802     $81,552    $151,898
 2     $82,688      $64,444    $70,444     $151,898     $73,298    $79,298    $151,898     $82,677     $88,677    $151,898
 3     $86,822      $63,020    $68,270     $151,898     $76,289    $81,539    $151,898     $91,173     $96,423    $151,898
 4     $91,163      $61,664    $66,164     $151,898     $79,343    $83,843    $151,898    $100,347    $104,847    $151,898
 5     $95,721      $60,373    $64,123     $151,898     $82,461    $86,211    $151,898    $110,257    $114,007    $151,898
 6     $100,507     $59,145    $62,145     $151,898     $85,647    $88,647    $151,898    $120,967    $123,967    $161,156
 7     $105,533     $57,977    $60,227     $151,898     $88,902    $91,152    $151,898    $132,546    $134,796    $172,539
 8     $110,809     $56,869    $58,369     $151,898     $92,228    $93,728    $151,898    $145,072    $146,572    $184,681
 9     $116,350     $55,818    $56,568     $151,898     $95,626    $96,376    $151,898    $158,627    $159,377    $197,628
 10    $122,167     $54,823    $54,823     $151,898     $99,099    $99,099    $151,898    $173,300    $173,300    $211,427
 11    $128,275     $53,559    $53,559     $151,898    $102,718    $102,718   $151,898    $189,955    $189,955    $227,945
 12    $134,689     $52,323    $52,323     $151,898    $106,469    $106,469   $151,898    $208,209    $208,209    $249,851
 13    $141,424     $51,117    $51,117     $151,898    $110,357    $110,357   $151,898    $228,218    $228,218    $273,861
 14    $148,495     $49,938    $49,938     $151,898    $114,387    $114,387   $151,898    $250,149    $250,149    $300,179
 15    $155,920     $48,786    $48,786     $151,898    $118,564    $118,564   $151,898    $274,188    $274,188    $329,026
 16    $163,716     $47,661    $47,661     $151,898    $122,894    $122,894   $151,898    $300,538    $300,538    $360,645
 17    $171,901     $46,562    $46,562     $151,898    $127,381    $127,381   $152,858    $329,419    $329,419    $395,303
 18    $180,496     $45,488    $45,488     $151,898    $132,033    $132,033   $158,440    $361,076    $361,076    $433,291
 19    $189,521     $44,439    $44,439     $151,898    $136,855    $136,855   $164,226    $395,775    $395,775    $474,930
 20    $198,997     $43,414    $43,414     $151,898    $141,852    $141,852   $170,223    $433,809    $433,809    $520,571
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 60
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 65
Age    $95,721      $60,373    $64,123     $151,898     $82,461    $86,211    $151,898    $110,257    $114,007    $151,898
 70
Age    $122,167     $54,823    $54,823     $151,898     $99,099    $99,099    $151,898    $173,300    $173,300    $211,427
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $75,000  payment is made at the  beginning  of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.



                                                       D-11

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 65
                                                                                                  Standard Underwriting Class
                                                                                             Simplified Underwriting Criteria
                                                                                                        Face Amount: $151,898

                             BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $78,750      $64,632    $71,382     $151,898     $69,082    $75,832    $151,898     $73,533     $80,283    $151,898
 2     $82,688      $61,578    $67,578     $151,898     $70,524    $76,524    $151,898     $80,017     $86,017    $151,898
 3     $86,822      $58,298    $63,548     $151,898     $71,804    $77,054    $151,898     $87,020     $92,270    $151,898
 4     $91,163      $54,750    $59,250     $151,898     $72,895    $77,395    $151,898     $94,626     $99,126    $151,898
 5     $95,721      $50,884    $54,634     $151,898     $73,768    $77,518    $151,898    $102,943    $106,693    $151,898
 6     $100,507     $46,621    $49,621     $151,898     $74,372    $77,372    $151,898    $112,091    $115,091    $151,898
 7     $105,533     $41,858    $44,108     $151,898     $74,639    $76,889    $151,898    $122,150    $124,400    $159,232
 8     $110,809     $36,485    $37,985     $151,898     $74,502    $76,002    $151,898    $132,965    $134,465    $169,425
 9     $116,350     $30,334    $31,084     $151,898     $73,852    $74,602    $151,898    $144,535    $145,285    $180,153
 10    $122,167     $23,246    $23,246     $151,898     $72,586    $72,586    $151,898    $156,930    $156,930    $191,454
 11    $128,275     $14,401    $14,401     $151,898     $70,285    $70,285    $151,898    $170,504    $170,504    $204,605
 12    $134,689     $4,162      $4,162     $151,898     $67,135    $67,135    $151,898    $184,999    $184,999    $221,998
 13    $141,424       $0          $0         $0*        $62,946    $62,946    $151,898    $200,431    $200,431    $240,518
 14    $148,495       $0          $0         $0*        $57,492    $57,492    $151,898    $216,818    $216,818    $260,182
 15    $155,920       $0          $0         $0*        $50,449    $50,449    $151,898    $234,156    $234,156    $280,987
 16    $163,716       $0          $0         $0*        $41,347    $41,347    $151,898    $252,406    $252,406    $302,887
 17    $171,901       $0          $0         $0*        $29,552    $29,552    $151,898    $271,510    $271,510    $325,812
 18    $180,496       $0          $0         $0*        $14,119    $14,119    $151,898    $291,352    $291,352    $349,622
 19    $189,521       $0          $0         $0*          $0          $0         $0*      $311,802    $311,802    $374,163
 20    $198,997       $0          $0         $0*          $0          $0         $0*      $332,694    $332,694    $399,233
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 60
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 65
Age    $95,721      $50,884    $54,634     $151,898     $73,768    $77,518    $151,898    $102,943    $106,693    $151,898
 70
Age    $122,167     $23,246    $23,246     $151,898     $72,586    $72,586    $151,898    $156,930    $156,930    $191,454
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $75,000  payment is made at the  beginning  of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

*If the Guaranteed  Death Benefit Rider is in effect on the contract,  the death
benefit will be $151,898 based on the assumptions for this illustration.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.

                                                       D-12

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 65
                                                                                                  Standard Underwriting Class
                                                                                                   Full Underwriting Criteria
                                                                                                        Face Amount: $405,061

                              BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $210,000    $176,024    $194,024    $405,061    $187,857    $205,857   $405,061    $199,690    $217,690    $405,061
 2     $220,500    $172,226    $188,226    $405,061    $195,885    $211,885   $405,061    $220,945    $236,945    $405,061
 3     $231,525    $168,601    $182,601    $405,061    $204,090    $218,090   $405,061    $243,902    $257,902    $405,061
 4     $243,101    $165,145    $177,145    $405,061    $212,477    $224,477   $405,061    $268,714    $280,714    $405,061
 5     $255,256    $161,852    $171,852    $405,061    $221,050    $231,050   $405,061    $295,543    $305,543    $405,061
 6     $268,019    $158,717    $166,717    $405,061    $229,816    $237,816   $405,061    $324,568    $332,568    $432,338
 7     $281,420    $155,735    $161,735    $405,061    $238,780    $244,780   $405,061    $355,983    $361,983    $463,339
 8     $295,491    $152,902    $156,902    $405,061    $247,949    $251,949   $405,061    $390,001    $394,001    $496,441
 9     $310,266    $150,213    $152,213    $405,061    $257,327    $259,327   $405,061    $426,850    $428,850    $531,774
 10    $325,779    $147,665    $147,665    $405,061    $266,921    $266,921   $405,061    $466,781    $466,781    $569,473
 11    $342,068    $144,404    $144,404    $405,061    $276,945    $276,945   $405,061    $512,151    $512,151    $614,581
 12    $359,171    $141,214    $141,214    $405,061    $287,346    $287,346   $405,061    $561,930    $561,930    $674,316
 13    $377,130    $138,096    $138,096    $405,061    $298,137    $298,137   $405,061    $616,547    $616,547    $739,857
 14    $395,986    $135,046    $135,046    $405,061    $309,334    $309,334   $405,061    $676,473    $676,473    $811,768
 15    $415,786    $132,063    $132,063    $405,061    $320,951    $320,951   $405,061    $742,224    $742,224    $890,669
 16    $436,575    $129,146    $129,146    $405,061    $333,004    $333,004   $405,061    $814,365    $814,365    $977,238
 17    $458,404    $126,294    $126,294    $405,061    $345,510    $345,510   $414,612    $893,519    $893,519   $1,072,222
 18    $481,324    $123,505    $123,505    $405,061    $358,486    $358,486   $430,183    $980,365    $980,365   $1,176,438
 19    $505,390    $120,777    $120,777    $405,061    $371,949    $371,949   $446,339   $1,075,653  $1,075,653  $1,290,783
 20    $530,660    $118,110    $118,110    $405,061    $385,918    $385,918   $463,101   $1,180,202  $1,180,202  $1,416,243
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 60
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 65
Age    $255,256    $161,852    $171,852    $405,061    $221,050    $231,050   $405,061    $295,543    $305,543    $405,061
 70
Age    $325,779    $147,665    $147,665    $405,061    $266,921    $266,921   $405,061    $466,781    $466,781    $569,473
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $200,000  payment is made at the  beginning of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no loan has been made. Excessive loans or withdrawals may cause
this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.



                                                       D-13

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 65
                                                                                                  Standard Underwriting Class
                                                                                                   Full Underwriting Criteria
                                                                                                        Face Amount: $405,061

                             BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $210,000    $172,352    $190,352    $405,061    $184,218    $202,218   $405,061    $196,088    $214,088    $405,061
 2     $220,500    $164,207    $180,207    $405,061    $188,064    $204,064   $405,061    $213,379    $229,379    $405,061
 3     $231,525    $155,462    $169,462    $405,061    $191,477    $205,477   $405,061    $232,053    $246,053    $405,061
 4     $243,101    $146,000    $158,000    $405,061    $194,386    $206,386   $405,061    $252,337    $264,337    $405,061
 5     $255,256    $135,691    $145,691    $405,061    $196,714    $206,714   $405,061    $274,514    $284,514    $405,061
 6     $268,019    $124,324    $132,324    $405,061    $198,325    $206,325   $405,061    $298,910    $306,910    $405,061
 7     $281,420    $111,621    $117,621    $405,061    $199,038    $205,038   $405,061    $325,733    $331,733    $424,619
 8     $295,491     $97,294    $101,294    $405,061    $198,673    $202,673   $405,061    $354,573    $358,573    $451,802
 9     $310,266     $80,891    $82,891     $405,061    $196,938    $198,938   $405,061    $385,426    $387,426    $480,408
 10    $325,779     $61,991    $61,991     $405,061    $193,564    $193,564   $405,061    $418,480    $418,480    $510,545
 11    $342,068     $38,402    $38,402     $405,061    $187,427    $187,427   $405,061    $454,677    $454,677    $545,613
 12    $359,171     $11,098    $11,098     $405,061    $179,026    $179,026   $405,061    $493,330    $493,330    $591,996
 13    $377,130       $0          $0         $0*       $167,858    $167,858   $405,061    $534,484    $534,484    $641,381
 14    $395,986       $0          $0         $0*       $153,312    $153,312   $405,061    $578,182    $578,182    $693,818
 15    $415,786       $0          $0         $0*       $134,533    $134,533   $405,061    $624,416    $624,416    $749,299
 16    $436,575       $0          $0         $0*       $110,261    $110,261   $405,061    $673,083    $673,083    $807,700
 17    $458,404       $0          $0         $0*        $78,807    $78,807    $405,061    $724,027    $724,027    $868,833
 18    $481,324       $0          $0         $0*        $37,653    $37,653    $405,061    $776,939    $776,939    $932,326
 19    $505,390       $0          $0         $0*          $0          $0         $0*      $831,473    $831,473    $997,768
 20    $530,660       $0          $0         $0*          $0          $0         $0*      $887,185    $887,185   $1,064,622
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 60
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 65
Age    $255,256    $135,691    $145,691    $405,061    $196,714    $206,714   $405,061    $274,514    $284,514    $405,061
 70
Age    $325,779     $61,991    $61,991     $405,061    $193,564    $193,564   $405,061    $418,480    $418,480    $510,545
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $200,000  payment is made at the  beginning of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

*If the Guaranteed  Death Benefit Rider is in effect on the contract,  the death
benefit will be $405,061 based on the assumptions for this illustration.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.

                                                       D-14

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 65
                                                                                             Female, Non-Tobacco User, Age 65
                                                                                                  Standard Underwriting Class
                                                                                             Simplified Underwriting Criteria
                                                                                                        Face Amount: $215,015

                              BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $78,750      $66,330    $73,080     $215,015     $70,788    $77,538    $215,015     $75,247     $81,997    $215,015
 2     $82,688      $65,102    $71,102     $215,015     $74,062    $80,062    $215,015     $83,553     $89,553    $215,015
 3     $86,822      $63,865    $69,115     $215,015     $77,321    $82,571    $215,015     $92,459     $97,709    $215,015
 4     $91,163      $62,684    $67,184     $215,015     $80,660    $85,160    $215,015    $102,065    $106,565    $215,015
 5     $95,721      $61,557    $65,307     $215,015     $84,079    $87,829    $215,015    $112,473    $116,223    $215,015
 6     $100,507     $60,483    $63,483     $215,015     $87,582    $90,582    $215,015    $123,756    $126,756    $215,015
 7     $105,533     $59,459    $61,709     $215,015     $91,171    $93,421    $215,015    $135,994    $138,244    $215,015
 8     $110,809     $58,485    $59,985     $215,015     $94,850    $96,350    $215,015    $149,273    $150,773    $215,015
 9     $116,350     $57,559    $58,309     $215,015     $98,620    $99,370    $215,015    $163,687    $164,437    $215,015
 10    $122,167     $56,680    $56,680     $215,015    $102,485    $102,485   $215,015    $179,340    $179,340    $218,795
 11    $128,275     $55,484    $55,484     $215,015    $106,440    $106,440   $215,015    $196,968    $196,968    $236,362
 12    $134,689     $54,312    $54,312     $215,015    $110,548    $110,548   $215,015    $216,329    $216,329    $259,595
 13    $141,424     $53,166    $53,166     $215,015    $114,814    $114,814   $215,015    $237,593    $237,593    $285,111
 14    $148,495     $52,044    $52,044     $215,015    $119,245    $119,245   $215,015    $260,947    $260,947    $313,136
 15    $155,920     $50,945    $50,945     $215,015    $123,847    $123,847   $215,015    $286,596    $286,596    $343,915
 16    $163,716     $49,870    $49,870     $215,015    $128,627    $128,627   $215,015    $314,767    $314,767    $377,720
 17    $171,901     $48,817    $48,817     $215,015    $133,591    $133,591   $215,015    $345,707    $345,707    $414,848
 18    $180,496     $47,787    $47,787     $215,015    $138,747    $138,747   $215,015    $379,688    $379,688    $455,625
 19    $189,521     $46,778    $46,778     $215,015    $144,102    $144,102   $215,015    $417,009    $417,009    $500,411
 20    $198,997     $45,791    $45,791     $215,015    $149,663    $149,663   $215,015    $457,998    $457,998    $549,598
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 60
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 65
Age    $95,721      $61,557    $65,307     $215,015     $84,079    $87,829    $215,015    $112,473    $116,223    $215,015
 70
Age    $122,167     $56,680    $56,680     $215,015    $102,485    $102,485   $215,015    $179,340    $179,340    $218,795
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $75,000  payment is made at the  beginning  of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.



                                                       D-15

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 65
                                                                                             Female, Non-Tobacco User, Age 65
                                                                                                  Standard Underwriting Class
                                                                                             Simplified Underwriting Criteria
                                                                                                        Face Amount: $215,015

                             BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
                                      MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $78,750      $66,330    $73,080     $215,015     $70,788    $77,538    $215,015     $75,247     $81,997    $215,015
 2     $82,688      $65,102    $71,102     $215,015     $74,062    $80,062    $215,015     $83,553     $89,553    $215,015
 3     $86,822      $63,790    $69,040     $215,015     $77,300    $82,550    $215,015     $92,459     $97,709    $215,015
 4     $91,163      $62,366    $66,866     $215,015     $80,481    $84,981    $215,015    $102,018    $106,518    $215,015
 5     $95,721      $60,794    $64,544     $215,015     $83,579    $87,329    $215,015    $112,288    $116,038    $215,015
 6     $100,507     $59,029    $62,029     $215,015     $86,560    $89,560    $215,015    $123,337    $126,337    $215,015
 7     $105,533     $57,011    $59,261     $215,015     $89,380    $91,630    $215,015    $135,247    $137,497    $215,015
 8     $110,809     $54,658    $56,158     $215,015     $91,982    $93,482    $215,015    $148,116    $149,616    $215,015
 9     $116,350     $51,870    $52,620     $215,015     $94,293    $95,043    $215,015    $162,072    $162,822    $215,015
 10    $122,167     $48,525    $48,525     $215,015     $96,230    $96,230    $215,015    $177,285    $177,285    $216,288
 11    $128,275     $44,012    $44,012     $215,015     $97,548    $97,548    $215,015    $194,259    $194,259    $233,111
 12    $134,689     $38,617    $38,617     $215,015     $98,342    $98,342    $215,015    $212,650    $212,650    $255,180
 13    $141,424     $32,153    $32,153     $215,015     $98,498    $98,498    $215,015    $232,515    $232,515    $279,018
 14    $148,495     $24,392    $24,392     $215,015     $97,881    $97,881    $215,015    $253,907    $253,907    $304,688
 15    $155,920     $15,031    $15,031     $215,015     $96,309    $96,309    $215,015    $276,857    $276,857    $332,229
 16    $163,716     $3,656      $3,656     $215,015     $93,531    $93,531    $215,015    $301,369    $301,369    $361,643
 17    $171,901       $0          $0         $0*        $89,203    $89,203    $215,015    $327,405    $327,405    $392,886
 18    $180,496       $0          $0         $0*        $82,844    $82,844    $215,015    $354,873    $354,873    $425,847
 19    $189,521       $0          $0         $0*        $73,805    $73,805    $215,015    $383,630    $383,630    $460,356
 20    $198,997       $0          $0         $0*        $61,206    $61,206    $215,015    $413,487    $413,487    $496,185
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 60
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 65
Age    $95,721      $60,794    $64,544     $215,015     $83,579    $87,329    $215,015    $112,288    $116,038    $215,015
 70
Age    $122,167     $48,525    $48,525     $215,015     $96,230    $96,230    $215,015    $177,285    $177,285    $216,288
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $75,000  payment is made at the  beginning  of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

*If the Guaranteed  Death Benefit Rider is in effect on the contract,  the death
benefit will be $215,015 based on the assumptions for this illustration.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.
                                                       D-16

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 65
                                                                                             Female, Non-Tobacco User, Age 65
                                                                                                  Standard Underwriting Class
                                                                                                   Full Underwriting Criteria
                                                                                                        Face Amount: $573,372

                              BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $210,000    $176,879    $194,879    $573,372    $188,769    $206,769   $573,372    $200,660    $218,660    $573,372
 2     $220,500    $173,624    $189,624    $573,372    $197,498    $213,498   $573,372    $222,808    $238,808    $573,372
 3     $231,525    $170,510    $184,510    $573,372    $206,411    $220,411   $573,372    $246,711    $260,711    $573,372
 4     $243,101    $167,535    $179,535    $573,372    $215,547    $227,547   $573,372    $272,624    $284,624    $573,372
 5     $255,256    $164,693    $174,693    $573,372    $224,914    $234,914   $573,372    $300,730    $310,730    $573,372
 6     $268,019    $161,983    $169,983    $573,372    $234,520    $242,520   $573,372    $331,230    $339,230    $573,372
 7     $281,420    $159,399    $165,399    $573,372    $244,372    $250,372   $573,372    $364,345    $370,345    $573,372
 8     $295,491    $156,939    $160,939    $573,372    $254,479    $258,479   $573,372    $400,313    $404,313    $573,372
 9     $310,266    $154,599    $156,599    $573,372    $264,848    $266,848   $573,372    $439,397    $441,397    $573,372
 10    $325,779    $152,376    $152,376    $573,372    $275,488    $275,488   $573,372    $481,882    $481,882    $587,897
 11    $342,068    $149,309    $149,309    $573,372    $286,406    $286,406   $573,372    $529,778    $529,778    $635,734
 12    $359,171    $146,304    $146,304    $573,372    $297,757    $297,757   $573,372    $582,435    $582,435    $698,922
 13    $377,130    $143,359    $143,359    $573,372    $309,558    $309,558   $573,372    $640,325    $640,325    $768,390
 14    $395,986    $140,474    $140,474    $573,372    $321,826    $321,826   $573,372    $703,968    $703,968    $844,762
 15    $415,786    $137,646    $137,646    $573,372    $334,581    $334,581   $573,372    $773,938    $773,938    $928,726
 16    $436,575    $134,876    $134,876    $573,372    $347,842    $347,842   $573,372    $850,862    $850,862   $1,021,035
 17    $458,404    $132,161    $132,161    $573,372    $361,628    $361,628   $573,372    $935,432    $935,432   $1,122,519
 18    $481,324    $129,501    $129,501    $573,372    $375,960    $375,960   $573,372   $1,028,408  $1,028,408  $1,234,089
 19    $505,390    $126,894    $126,894    $573,372    $390,860    $390,860   $573,372   $1,130,624  $1,130,624  $1,356,749
 20    $530,660    $124,340    $124,340    $573,372    $406,351    $406,351   $573,372   $1,243,001  $1,243,001  $1,491,601
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 60
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 65
Age    $255,256    $164,693    $174,693    $573,372    $224,914    $234,914   $573,372    $300,730    $310,730    $573,372
 70
Age    $325,779    $152,376    $152,376    $573,372    $275,488    $275,488   $573,372    $481,882    $481,882    $587,897
 75
- -----------------------------------------------------------------------------------------------------------------------------

(1) Assumes a $200,000  payment is made at the  beginning of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.


                                                       D-17

<PAGE>


                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                              VARIABLE LIFE CONTRACT
                                                                                               Male, Non-Tobacco User, Age 65
                                                                                             Female, Non-Tobacco User, Age 65
                                                                                                  Standard Underwriting Class
                                                                                                   Full Underwriting Criteria
                                                                                                        Face Amount: $573,372

                             BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
                                    MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

- -----------------------------------------------------------------------------------------------------------------------------
       Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
      Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
       Interest
ContraAt 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
Year     Year        Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
- ----     ----        -----      -----      -------       -----      -----      -------      -----       -----      -------
 1     $210,000    $176,879    $194,879    $573,372    $188,769    $206,769   $573,372    $200,660    $218,660    $573,372
 2     $220,500    $173,604    $189,604    $573,372    $197,498    $213,498   $573,372    $222,808    $238,808    $573,372
 3     $231,525    $170,108    $184,108    $573,372    $206,133    $220,133   $573,372    $246,558    $260,558    $573,372
 4     $243,101    $166,310    $178,310    $573,372    $214,616    $226,616   $573,372    $272,048    $284,048    $573,372
 5     $255,256    $162,119    $172,119    $573,372    $222,877    $232,877   $573,372    $299,433    $309,433    $573,372
 6     $268,019    $157,411    $165,411    $573,372    $230,826    $238,826   $573,372    $328,899    $336,899    $573,372
 7     $281,420    $152,028    $158,028    $573,372    $238,347    $244,347   $573,372    $360,659    $366,659    $573,372
 8     $295,491    $145,755    $149,755    $573,372    $245,285    $249,285   $573,372    $394,977    $398,977    $573,372
 9     $310,266    $138,319    $140,319    $573,372    $251,447    $253,447   $573,372    $432,192    $434,192    $573,372
 10    $325,779    $129,399    $129,399    $573,372    $256,612    $256,612   $573,372    $472,760    $472,760    $576,768
 11    $342,068    $117,365    $117,365    $573,372    $260,129    $260,129   $573,372    $518,024    $518,024    $621,628
 12    $359,171    $102,978    $102,978    $573,372    $262,245    $262,245   $573,372    $567,066    $567,066    $680,479
 13    $377,130     $85,741    $85,741     $573,372    $262,662    $262,662   $573,372    $620,040    $620,040    $744,048
 14    $395,986     $65,045    $65,045     $573,372    $261,016    $261,016   $573,372    $677,084    $677,084    $812,501
 15    $415,786     $40,083    $40,083     $573,372    $256,823    $256,823   $573,372    $738,286    $738,286    $885,943
 16    $436,575     $9,749      $9,749     $573,372    $249,417    $249,417   $573,372    $803,652    $803,652    $964,383
 17    $458,404       $0          $0         $0*       $237,875    $237,875   $573,372    $873,080    $873,080   $1,047,696
 18    $481,324       $0          $0         $0*       $220,918    $220,918   $573,372    $946,327    $946,327   $1,135,592
 19    $505,390       $0          $0         $0*       $196,813    $196,813   $573,372   $1,023,014  $1,023,014  $1,227,616
 20    $530,660       $0          $0         $0*       $163,217    $163,217   $573,372   $1,102,633  $1,102,633  $1,323,160
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 60
Age      N/A          N/A        N/A         N/A          N/A        N/A         N/A         N/A         N/A         N/A
 65
Age    $255,256    $162,119    $172,119    $573,372    $222,877    $232,877   $573,372    $299,433    $309,433    $573,372
 70
Age    $325,779    $129,399    $129,399    $573,372    $256,612    $256,612   $573,372    $472,760    $472,760    $576,768
 75
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Assumes a $200,000  payment is made at the  beginning of the first  contract
year.  Values will be different if payments are made with a different  frequency
or in different amounts.

(2) Assumes that no contract loan has been made.  Excessive loans or withdrawals
may cause this contract to lapse because of insufficient contract value.

*If the Guaranteed  Death Benefit Rider is in effect on the contract,  the death
benefit will be $573,372 based on the assumptions for this illustration.

The hypothetical  investment rates of return are illustrative only. They are not
a  representation  of past or  future  investment  rates of  return.  Investment
results may be more or less than those shown.  Investment results will depend on
investment  allocations  and the  different  investment  rates or return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period.
                                                       D-18


<PAGE>


APPENDIX E -

SPECIAL TERMS


<PAGE>



Age: how old the insured is on his or her last birthday before the date of issue
and,  subsequently,  the  contract  anniversary.  However,  for benefit  payment
options, age is based on the age nearest birthday of the designated individual.

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

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 your 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 initial face amount is shown
in your contract.

Final Payment Date:  the contract  anniversary  coinciding  with or  immediately
following the insured's 100th birthday. For a Second-to-Die  contract, the final
payment  date  is  the  contract  anniversary  coinciding  with  or  immediately
following the younger insured's 100th birthday. 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 the guideline minimum sum insured minus
any outstanding loan, except as otherwise provided in a Guaranteed Death Benefit
Rider, if attached to the contract.

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 starting on: (a) the monthly processing date on
which  the  surrender  value is less  than the  monthly  deductions  due 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 a life  insurance  contract  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.



<PAGE>


                                                        E-1

<PAGE>


Insurance Protection Amount: the death benefit less the contract value.

Insured:  the person or persons  insured  under the  contract.  If more than one
person is insured, 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 its rules and regulations.

Loan Value: the maximum amount you may borrow under the contract.

Maturity Date: the contract anniversary coinciding with or immediately following
the insured's 115th birthday.  If two persons are insured,  the maturity date is
the contract  anniversary  coinciding with or immediately  following the younger
insured's 115th birthday.

Monthly  Insurance  Protection  Charge:  the amount of money we deduct  from the
contract value each month to pay for the insurance protection amount.

Monthly  Processing  Date: the date,  shown in your  contract,  on which monthly
deductions are deducted.

Net Death Benefit: on or before the final payment date:

      the death benefit; minus

      any  outstanding  loan,  monthly  deductions  due and unpaid  through  the
     contract  month in which the  insured  dies,  as well as any due and 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:

      the guideline minimum sum insured; minus

      any outstanding loan through the contract month in which the insured dies,
     as well as any due and 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 the greater of:

      the face amount as of the final payment date, or

     the  guideline  minimum  sum insured as of the date we receive due proof of
death

     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
in the same  proportion  that,  on the date of  allocation,  the  portion of the
contract  value in the fixed  account and the portion of the  contract  value in
each sub-account bear to the total contract value net of any outstanding loans.

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 contract  value less any  outstanding  loan and surrender
charges. The surrender value is the amount payable on a full surrender.

Transamerica:  Transamerica  Occidental  Life  Insurance  Company.  We, our, us,
Company and Transamerica refer to Transamerica Occidental Life Insurance Company
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.



                                                        E-2

<PAGE>


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,  such as those  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-account 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>




















                                                        E-3




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission