SEPARATE ACCOUNT VUL 2 OF TRANSAMERICA OCCIDENTAL LIFE INS
497, 1999-03-05
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                                 PROSPECTUS FOR

                              TRANSAMERICA SERIESsm

                             TRANSAMERICA LINEAGEsm
                        VARIABLE UNIVERSAL LIFE INSURANCE

                                    Issued by
                             Transamerica Occidental
                             Life Insurance Company

                           Including Prospectuses for:



Income and Growth Portfolio of     The Alger American Fund

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

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

Balanced Portfolio and
Worldwide Growth Portfolio of      Janus Aspen Series

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

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

Managed Portfolio and
Small Cap Portfolio of                      OCC Accumulation Trust

Growth Portfolio and
Money Market Portfolio of          Transamerica Variable Insurance Fund, Inc.




                                February 4, 1999



<PAGE>

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

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

You may  direct  your  payments,  as well as any  value  accumulated  under  the
Contract, among sub-accounts of the Separate Account or to the Fixed Account, or
to both. At any time,  you may have value in up to seventeen  (17)  sub-accounts
plus the Fixed Account. The money you place in each sub-account will be invested
solely in a corresponding  mutual fund investment portfolio  ("portfolio").  The
value  of  each   sub-account  will  vary  in  accordance  with  the  investment
performance  of the portfolio in which that  sub-account  invests.  You bear the
entire investment risk for all assets you place in the sub-accounts.  This means
that, depending on market conditions,  the amount you invest in the sub-accounts
may  increase  or  decrease.  Currently,  you may  choose  among  the  following
sub-accounts:

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

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

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
policy  loan,  partial  withdrawal  or  surrender  may  result  in  adverse  tax
consequences  and/or penalties.  A loan,  distribution or other amounts received
from a modified  endowment contract during the life of the Insured will be taxed
to the extent of  accumulated  income in the Contract.  Death  benefits  under a
modified  endowment  contract,  however,  are  generally  not subject to federal
income tax. See "TAXATION OF THE CONTRACTS."

It may not be advantageous to replace existing insurance with the Contract. This
prospectus is valid only when accompanied by current prospectuses of each of the
portfolios.   The  Securities  and  Exchange  Commission  has  not  approved  or
disapproved  these  securities  or passed on the  accuracy  or  adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

The Contracts are obligations of Transamerica  Occidental Life Insurance Company
and are distributed by Transamerica Securities Sales Corporation.  The Contracts
are not deposits or  obligations  of, or  guaranteed or endorsed by, any bank or
credit union. The Contracts are not insured by the U. S. Government, the federal
deposit insurance  corporation (FDIC), or any other federal agency.  Investments
in the Contracts are subject to various  risks,  including  the  fluctuation  of
value and possible loss of principal. This prospectus sets forth the information
you should know before  deciding to purchase a Contract.  You should retain this
prospectus for future reference. This prospectus must be accompanied or preceded
by current prospectuses for the portfolios. The portfolio prospectuses should be
read in conjunction with this prospectus.

                                              Dated February 4, 1999

<PAGE>

<TABLE>
<CAPTION>

TABLE OF CONTENTS

<S>                                                                                                            <C>
SPECIAL TERMS ................................................................................................ 3
SUMMARY ...................................................................................................... 6
PERFORMANCE INFORMATION ......................................................................................14
DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT, AND THE PORTFOLIOS.........................................20
THE CONTRACT..................................................................................................26
      Applying for a Contract.................................................................................26
      Free Look Period........................................................................................27
      Conversion Privilege....................................................................................27
      Payments................................................................................................27
      Allocation of Payments..................................................................................28
      Transfer Privilege......................................................................................29
      Death Benefit...........................................................................................30
      Guaranteed Death Benefit Rider..........................................................................31
      Contract Value..........................................................................................33
      Benefit Payment Options.................................................................................35
      Optional Insurance Benefits.............................................................................35
      Surrender...............................................................................................35
      Partial Withdrawal......................................................................................36
CHARGES AND DEDUCTIONS........................................................................................36
      Monthly Deductions......................................................................................36
      Daily Deductions........................................................................................38
      Surrender Charge........................................................................................38
      Partial Withdrawal Costs - Surrender Charges and Withdrawal Transaction Fees ...........................39
      Transfer Charges........................................................................................39
      Other Charges...........................................................................................39
CONTRACT LOANS................................................................................................40
CONTRACT TERMINATION AND REINSTATEMENT........................................................................41
OTHER CONTRACT PROVISIONS.....................................................................................43
TAXATION OF THE CONTRACTS.....................................................................................44
      The Company and The Separate Account....................................................................44
      Taxation of The Contracts...............................................................................44
VOTING RIGHTS.................................................................................................47
DIRECTORS AND PRINCIPAL OFFICERS OF TRANSAMERICA OCCIDENTAL
      LIFE INSURANCE COMPANY .................................................................................47
DISTRIBUTION..................................................................................................49
REPORTS.......................................................................................................50
SERVICES......................................................................................................50
LEGAL PROCEEDINGS.............................................................................................50
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.............................................................50
PREPARING FOR YEAR 2000.......................................................................................51
FURTHER INFORMATION...........................................................................................51
MORE INFORMATION ABOUT THE FIXED ACCOUNT......................................................................51
GENERAL DESCRIPTION...........................................................................................52
FIXED ACCOUNT INTEREST........................................................................................52
TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND CONTRACT LOANS.................................................52
INDEPENDENT AUDITORS..........................................................................................52
FINANCIAL STATEMENTS..........................................................................................52
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
</TABLE>


<PAGE>


                                                   SPECIAL TERMS

AGE: how old the Insured is on his or her last birthday  measured on the date of
issue and each contract  anniversary,  thereafter.  However, for benefit payment
options, age is based on age nearest birthday of the designated individual.

ATTAINED AGE: the  Insured's age as of the Insured's  last birthday at the start
of a 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 the Contract.

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

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

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

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

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

FINAL PAYMENT DATE:  the contract  anniversary  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.


<PAGE>


GRACE PERIOD:  the 62-day period beginning 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 "life  insurance"  consistent  with federal tax laws.  The guideline
minimum sum insured is the PRODUCT of

    - The Contract Value TIMES
    - A percentage based on the Insured's attained age, listed in Appendix A.

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

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

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

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

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

MATURITY DATE: the contract anniversary coinciding with or immediately following
the Insured's  115th birthday.  If there are two Insureds,  the maturity date is
the contract  anniversary  coinciding with or immediately  following the younger
Insured's 115th birthday.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

VALUATION PERIOD: the interval between two consecutive valuation dates.

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

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


<PAGE>


                                                      SUMMARY

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

WHAT IS THE CONTRACT'S OBJECTIVE?

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

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

         - Payment options that can guarantee an income for life;

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

         - Experienced professional investment advisers; and

         - Tax deferral on earnings while your money is accumulating.

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

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

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

WHAT HAPPENS WHEN THE INSURED DIES?

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

Through the final payment date, the death benefit is either the face amount (the
amount of insurance  determined  by your  payment) or the minimum  death benefit
provided by the  guideline  minimum sum insured,  whichever is greater.  The net
death  benefit  is the  death  benefit  less any  outstanding  loan 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 either 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
the  Company,  whichever  is greater.  The net death  benefit  will be the death
benefit reduced by any outstanding  loan through the Contract month in which the
Insured dies. For more  information,  see "Guaranteed  Death Benefit Rider" page
31.

The  beneficiary may receive the net death benefit in a lump sum or under one of
the Company's 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     MFS VIT Growth with Income
Alliance VPF Growth & Income       Morgan Stanley Dean Witter UF Fixed Income
Alliance VPF Premier Growth        Morgan Stanley Dean Witter UF High Yield
Dreyfus VIF Capital Appreciation   Morgan Stanley Dean Witter UF International 
                                        Magnum
Dreyfus VIF Small Cap              OCC Accumulation Trust Managed
Janus Aspen Balanced               OCC Accumulation Trust Small Cap
Janus Aspen Worldwide Growth       Transamerica VIF Growth Portfolio
MFS VIT Emerging Growth            Transamerica VIF Money Market
MFS VIT Research

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 (17) sub-accounts and the Fixed Account.  If your Contract
provides  for a full refund under its "Right to Examine  Contract"  provision as
required in your state,  after the Contract is issued by us we will allocate all
sub-account  investments  to  the  sub-account  investing  in the  Money  Market
Portfolio of Transamerica  Variable  Insurance Fund, Inc., until the end of four
calendar days plus the number of days under the state free look period  (usually
10 days, but longer under some circumstances).  After this, we will allocate all
amounts to the sub-accounts as you have chosen. The Contract also offers a Fixed
Account,  which  provides a guaranteed  minimum  interest rate of 4% annually on
amounts allocated to the Fixed Account.  We may declare a higher rate. The Fixed
Account is part of the  General  Account of  Transamerica.  Amounts in the Fixed
Account do not vary with the investment  performance  of a portfolio.  See "MORE
INFORMATION ABOUT THE FIXED ACCOUNT" at page 51.

WHAT ARE THE INVESTMENT OBJECTIVES OF THE PORTFOLIOS?

A summary of  investment  objectives of the  portfolios is set forth below.  See
"The  Portfolios"  at page  20 for  more  information.  Before  investing,  read
carefully the profiles or  prospectuses  of the  portfolios  that accompany this
Prospectus.   Statements  of  Additional  Information  for  the  portfolios  are
available  without charge on request.  There is no guarantee that the investment
objectives of the  portfolios  will be achieved.  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 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 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
agencies securities,  corporate bonds, mortgage backed securities, foreign bonds
and other fixed income securities and derivatives.

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 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 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 European, Australian, and Far
East (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. See "Transfer Privilege" page 29.

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

HOW MUCH CAN I INVEST AND HOW OFTEN?

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

WHAT IF I NEED MY MONEY?

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

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

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

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

A loan, surrender or partial withdrawal may have tax consequences.  See TAXATION
OF THE CONTRACTS page 44.

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 payment(s) to the Fixed Account, unless you instruct us otherwise.

WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?

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

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

 - 0.30% on an annual basis for the administrative expenses (see "Administration
 Charge" page 36);

 - A deduction for the cost of insurance,  which varies depending on the type of
   Contract and underwriting  class (see "Monthly  Insurance  Protection Charge"
   page 36);

 - 0.40% on an annual basis for distribution  expenses  deducted only during the
   first ten Contract years (see "Distribution Fee" page 37); and

- -  0.20% on an annual basis for  federal,  state and local taxes  deducted  only
   during the first ten Contract years (see "Tax Charge" page 37).

The following daily charge is deducted from the Separate Account:

    - 0.80% on an annual basis for the mortality and expense  risks (see 
      "Mortality  and Expense Risk Charge" page 38).

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

    -    A $25 transfer  charge for  transfers in excess of eighteen  (18) in a 
          Contract  year may be assessed (see "Transfer Charges" page 39).

    -   During the first nine Contract  years,  adjusted for  reinstatements,  a
        surrender  charge applies for surrenders and for partial  withdrawals in
        excess of the "Free 10%  Withdrawal"  amount  (see  "Partial  Withdrawal
        Costs - Surrender Charges and Withdrawal Transaction Fees" page 39).

    -   A withdrawal  transaction  fee for partial  withdrawals may be assessed,
        equal to 2% of the amount withdrawn up to a $25 maximum.  Currently,  no
        charge is imposed (see "Partial  Withdrawal Costs Surrender  Charges and
        Withdrawal Transaction Fees" page 39).

    -   We reserve the right to impose a charge of 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 (see "Other Charges" page
        39).

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

WHAT ARE THE EXPENSES AND FEES OF THE PORTFOLIOS?

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


<PAGE>
<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                                      0.63              0.11          0.74
Alliance VPF Growth & Income                                        0.63              0.09          0.72
Alliance VPF Premier Growth                                         1.00              0.10          1.10
Dreyfus VIF Capital Appreciation                                    0.75              0.05          0.80
Dreyfus VIF Small Cap                                               0.75              0.03          0.78
Janus Aspen Balanced                                                0.77              0.06          0.83
Janus Aspen Worldwide Growth                                        0.66              0.08          0.74
MFS VIT Emerging Growth                                             0.75              0.12          0.87
MFS VIT Growth with Income                                          0.75              0.25          1.00
MFS VIT Research                                                    0.75              0.13          0.88
Morgan Stanley Dean Witter UF Fixed Income                          0.00              0.70          0.70
Morgan Stanley Dean Witter UF High Yield                            0.00              0.80          0.80
Morgan Stanley Dean Witter UF International Magnum                  0.00              1.15          1.15
OCC Accumulation Trust Managed                                      0.80              0.07          0.87
OCC Accumulation Trust Small Cap                                    0.80              0.17          0.97
Transamerica VIF Growth                                             0.62              0.23          0.85
Transamerica VIF Money Market                                       0.35              0.25          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.   Transamerica   has  no  reason  to  doubt  the  accuracy  of  that
information,  but Transamerica has not verified those figures. These figures are
for the year ended  December 31,  1997,  except for the  Transamerica  VIF Money
Market  Portfolio,  which are annualized  estimates for the year 1998, the first
year of  operation  for the  portfolio.  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 1997 (except for
         the Transamerica VIF Money Market  Portfolio,  which is an estimate for
         the year 1998,  the first year of  operation  for the  portfolio).  The
         expenses shown in the table reflect a portfolio's  adviser's waivers of
         fees or reimbursement of expenses,  if applicable,  except for Alliance
         VPF  Premier  Growth for which  expenses  shown are  before  waivers or
         reimbursements.  It is anticipated that such waivers or  reimbursements
         will continue for calendar  year 1998,  except for Alliance VPF Premier
         Growth,  for  which  the  management  fee,  other  expenses  and  total
         portfolio annual expenses for 1998,  without waivers or reimbursements,
         are estimated to be 1.00%, 0.08% and 1.08%, respectively.  Without such
         waivers or  reimbursements,  the annual  expenses  for 1997 for certain
         portfolios would have been, as a percentage of assets, as follows:
<TABLE>
<CAPTION>


                                                                                                       Total Portfolio
                                                                                                       Annual Expenses
                                                                        Management Fee   Other
       Portfolio                                                                         Expenses
       ---------                                                                         --------
<S>                                                                     <C>              <C>           <C> 
       Janus Aspen Worldwide Growth                                     0.72             0.09          0.81
       MFS VIT Growth with Income                                       0.75             0.35          1.10
       Morgan Stanley Dean Witter UF Fixed Income                       0.40             1.31          1.71
       Morgan Stanley Dean Witter UF High Yield                         0.80             0.88          1.68
       Morgan Stanley Dean Witter UF International Magnum               0.80             1.98          2.78
       Transamerica VIF Growth                                          0.75             0.23          0.98
</TABLE>

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

(2) The  management  fee of certain of the  portfolios  includes  breakpoints at
designated asset levels.  Further  information on these  breakpoints is provided
under "DESCRIPTION OF TRANSAMERICA,  THE SEPARATE ACCOUNT,  AND THE PORTFOLIOS -
THE PORTFOLIOS" at page 20 and in the prospectuses for the portfolios.

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

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

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

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

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


<PAGE>


WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY CONTRACT?

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

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

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

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

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

See  CONTRACT  TERMINATION  AND  REINSTATEMENT,  page  41,  and THE  CONTRACT  -
Guaranteed Death Benefit Rider, page 31.

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.  See TAXATION OF THE CONTRACTS,
page 44.

PERFORMANCE INFORMATION

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

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

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

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

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

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

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

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

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

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

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

    - Dow Jones Industrial Average ("DJIA");

    - Shearson Lehman Aggregate Bond Index;

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

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

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

    - The Consumer Price Index.

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

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

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

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

    - Customer profiles and hypothetical payment and investment scenarios;

    - Financial management and tax and retirement planning; and

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

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


<PAGE>
<TABLE>
<CAPTION>


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

The following  performance  information  is based on the periods that the  portfolios  have been in existence.  The
data is net of expenses of the portfolios,  all sub-account  charges, and all Contract charges (including surrender
charges) for a  representative  Contract.  It is assumed that the Insured is male,  Age 55,  standard  (non-tobacco
user)  underwriting  class;  a single  payment of $25,000  was made;  the  Contract  was  issued  under  simplified
underwriting  criteria;  the entire  payment was  allocated to each  sub-account
individually;  and there was a full  surrender of the Contract at the end of the
applicable period.
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                10 Year or
                                                                                                Life of the
                                                                                               Portfolio (if      Number
                                                                                                 Less than       of Years
                                                                                              10 Years Since      Since
                                                                                   5 Year        Portfolio      Portfolio
                                                                                   Average      Inception)      Inception
                     Sub-Account                        Portfolio      1 Year      Annual     Average Annual     (if Less
                   Investing in the                     Inception   Total Return    Total      Total Return      than 10
               Corresponding Portfolio                     Date                    Return                         Years)
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>   <C>       <C>         <C>            <C>              <C> 
Alger American Income & Growth                         11/15/88        24.18%      14.15%         11.20%           9.13
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                           1/14/91         16.86%      16.02%         12.46%           6.96
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                            6/26/92         21.81%      17.79%         18.61%           5.52
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                       4/05/93         16.18%        N/A          16.55%           4.74
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                                  8/31/90         5.09%       22.82%         40.65%           7.34
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                                   9/13/93         10.32%        N/A          12.86%           4.30
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                           9/13/93         10.37%        N/A          19.45%           4.30
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                                7/24/95         10.05%        N/A          18.43%           2.44
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                             10/09/95        17.83%        N/A          22.25%           2.23
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                       7/26/95         8.60%         N/A          17.09%           2.44
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter UF Fixed Income             1/02/97         -1.57%        N/A          -1.57%           1.00
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter UF High Yield               1/02/97         1.96%         N/A           1.96%           1.00
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter UF International Magnum     1/02/97         -4.13%        N/A          -4.13%           1.00
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                      8/01/88         10.51%      16.61%         17.58%           9.42
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)                    8/01/88         10.46%      11.37%         12.83%           9.42
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth (3)                           2/26/69         34.17%      27.23%         22.79%           N/A
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                          1/01/98          N/A          N/A            N/A            N/A
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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


<PAGE>

<TABLE>
<CAPTION>

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

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


- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                10 Year or
                                                                                                Life of the      Number
                                                                                               Portfolio (if       of
                                                                                               Less than 10   Years Since
                                                                                                Years Since    Portfolio
                                                                                    5 Year       Portfolio     Inception
                                                                                   Average      Inception)      (if Less
                     Sub-Account                        Portfolio      1 Year       Annual    Average Annual    than 10
                   Investing in the                     Inception   Total Return Total Return  Total Return      Years)
               Corresponding Portfolio                     Date
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>   <C>       <C>          <C>           <C>             <C> 
Alger American Income & Growth                         11/15/88        35.20%       16.47%        12.88%          9.13
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                           1/14/91         27.77%       18.33%        14.38%          6.96
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                            6/26/92         32.79%       20.09%        20.74%          5.52
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                       4/05/93         27.07%        N/A          18.91%          4.74
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                                  8/31/90         15.81%       25.11%        42.80%          7.34
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                                   9/13/93         21.12%        N/A          15.35%          4.30
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                           9/13/93         21.18%        N/A          21.90%          4.30
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                                7/24/95         20.85%        N/A          22.47%          2.44
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                             10/09/95        28.75%        N/A          26.55%          2.23
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                       7/26/95         19.37%        N/A          21.16%          2.44
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter UF Fixed Income             1/02/97         9.08%         N/A           9.08%          1.00
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter UF High Yield               1/02/97         12.66%        N/A          12.66%          1.00
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter UF International Magnum     1/02/97         6.48%         N/A           6.48%          1.00
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                      8/01/88         21.32%       18.92%        19.36%          9.42
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)                    8/01/88         21.26%       13.70%        14.53%          9.42
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth (3)                           2/26/69         45.33%       29.53%        24.64%          N/A
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                          1/01/98          N/A          N/A            N/A           N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

TRANSAMERICA  OCCIDENTAL LIFE INSURANCE  COMPANY.  Transamerica  Occidental Life
Insurance   Company   ("Transamerica")   is  a  stock  life  insurance   company
incorporated under the laws of the State of California in 1906.  Transamerica is
principally  engaged  in the  sale  of  life  insurance  and  annuity  policies.
Transamerica is a wholly-owned  subsidiary of Transamerica Insurance Corporation
of California, which in turn is a direct subsidiary of Transamerica Corporation.
The home  office of  Transamerica  is 1150  South  Olive  Street,  Los  Angeles,
California  90015. The Company is a charter member of the Insurance  Marketplace
Standards  Association  ("IMSA").  Companies  that belong to IMSA subscribe to a
rigorous  set of standards  that cover the various  aspects of sales and service
for  individually  sold life insurance and annuities.  IMSA members have adopted
policies and procedures that  demonstrate a commitment to honesty,  fairness and
integrity in all customer  contacts  involving  sales and service of  individual
life insurance and annuity products.

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

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

The Separate  Account  currently has seventeen (17)  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:

Income and Growth Portfolio of              The Alger American Fund

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

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

Balanced Portfolio and
Worldwide Growth Portfolio of              Janus Aspen Series

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

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

Managed Portfolio and
Small Cap Portfolio of                               OCC Accumulation Trust

Growth Portfolio and
Money Market Portfolio of                   Transamerica Variable Insurance 
                                                  Fund, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Fixed Income  Portfolio of the Morgan Stanley 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
agencies securities,  corporate bonds, mortgage backed securities, foreign bonds
and other fixed income  securities  and  derivatives.  The  portfolio's  average
weighted  maturity will ordinarily exceed five years and will usually be between
five and fifteen years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management Fee: 0.40% of the first
$500  million  plus 0.35% of the next $500 million plus 0.30% of the assets over
$1 billion.

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

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

The  International  Magnum Portfolio of the Morgan Stanley 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  the  "EAFE  countries").  The
portfolio  may  invest up to 5% of its total  assets in  securities  of  issuers
domiciled in non-EAFE countries. Under normal circumstances, at least 65% of the
total assets of the portfolio  will be invested in equity  securities of issuers
in at least three different EAFE countries.

Adviser:  Morgan Stanley Dean Witter 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 sixty (60) days of the later
of the

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

         -  Receipt of the notice of your right to transfer.

                                                   THE CONTRACT

APPLYING FOR A CONTRACT

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

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

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

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

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

                                                 FREE LOOK PERIOD

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

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

    - Amounts allocated to the Fixed Account; PLUS

    - The Contract Value in the sub-accounts; PLUS

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

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

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

                                                     PAYMENTS

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

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

Under  our  underwriting  rules,  the face  amount  must be based on 100% of the
guideline  single  premium to be eligible  for  simplified  underwriting  and to
qualify for the Guaranteed Death Benefit Rider.

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

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

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

                                              ALLOCATION OF PAYMENTS

In the application for your Contract,  you decide the initial  allocation of the
payment  among the  sub-accounts  and the Fixed  Account.  You may  allocate the
payment to one or more of the  sub-accounts  and/or the Fixed  Account.  You may
allocate  payment  among up to  seventeen  (17)  sub-accounts,  plus  the  Fixed
Account.  The minimum  amount that you may allocate to a  sub-account  or to the
Fixed Account without our consent is 5.0% of the payment. Allocation percentages
must be in whole numbers (for example, 33 1/3% may not be chosen) and must total
100%.

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

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



<PAGE>


                                                TRANSFER PRIVILEGE

At any time prior to 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 permitted only if:

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

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

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

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

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

Automatic Account  Rebalancing (AAR). Once your payments and requested transfers
have been allocated  among your  sub-account  choices,  the  performance of each
sub-account  may cause your  allocation to shift such that the relative value of
one or more sub-accounts is no longer  consistent with your overall  objectives.
Under the Automatic Account  Rebalancing  option,  the balances in your selected
sub-accounts  can be restored to the  allocation  percentages  you elect on your
written request by transferring values among the sub-accounts.  You may not have
value in more than 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  option  counts as one  transfer
toward the 18 free  transfers  allowed in each Contract  year.  Each  subsequent
automatic  transfer  for the  elected  option is free,  and does not  reduce the
remaining number of transfers that are free in a Contract year.

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

    -    any transfers made for a conversion privilege;

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

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

    -    transfers because of a material change in investment policy.

                                  TRANSFER PRIVILEGES SUBJECT TO POSSIBLE LIMITS

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

    - Minimum amount that may be transferred;

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

    - Minimum period between transfers involving the Fixed Account; and

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

These rules are subject to change by the Company.

                                                   DEATH BENEFIT

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

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

         -- Foreclosure of the outstanding loan;

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

         --Your written request to terminate the Rider.

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

         -- Face amount, or

         -- Guideline minimum sum insured.

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

         -- The death benefit MINUS

         -- Any outstanding  loan 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  TABLE.  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 the minimum issue 
          limit for the Contract; 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.

                                                  CONTRACT VALUE

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

    - Your accumulation in the Fixed Account; PLUS

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

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

Your Contract Value is affected by the:

    - Amount of your payment(s);

    - Interest credited in the Fixed Account;

    - Investment performance of 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  Account  (see "THE  CONTRACT -- APPLYING  FOR A  CONTRACT");
      MINUS

    - The monthly deductions due.

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

    - Accumulations in the Fixed Account; PLUS

    - The SUM of the PRODUCTS of:

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

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

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

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

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

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

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

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

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

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

    - The net investment factor.

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

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

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

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

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

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

                                              BENEFIT PAYMENT OPTIONS

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

                                            OPTIONAL INSURANCE BENEFITS

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

                                                     SURRENDER

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

    - The Contract Value; MINUS

    - Any outstanding loan and surrender charges.

We will compute the surrender  value on the  valuation  date on which we receive
your written  request for  surrender.  We will deduct a surrender  charge if you
surrender the Contract within nine full Contract years of the date of issue. See
CHARGES AND  DEDUCTIONS -- "Surrender  Charge." If you reinstate  your Contract,
however,  your surrender  charges upon  reinstatement  will be the charges which
applied on the date of default, and Contract years will be adjusted accordingly.
See CONTRACT TERMINATION AND REINSTATEMENT. The surrender value may be paid in a
lump sum or under a benefit  payment option then offered by us. See APPENDIX C -
BENEFIT PAYMENT  OPTIONS.  We will normally pay the surrender value within seven
days  following  our  receipt  of your  written  request.  We may delay  benefit
payments  under the  circumstances  described in OTHER  CONTRACT  PROVISIONS  --
"Delay of Benefit Payments." The surrender value will generally be includible in
gross income to the extent that the surrender value plus any outstanding loan at
the time of surrender exceeds the "tax basis" in the Contract.  In addition,  if
the Contract is a modified  endowment  contract (MEC), a 10% federal tax penalty
may apply to the taxable portion of the surrender value if the Contract Owner is
less than 59 1/2 years old at the time of the distribution.  See TAXATION OF THE
CONTRACTS for important information about surrenders.

                                                PARTIAL WITHDRAWAL

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

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

If the Contract is considered a modified  endowment  contract  (MEC),  a partial
withdrawal  will be includible in gross income on an  "income-out-first"  basis.
Additionally,  a 10% federal  tax penalty may apply to the taxable  portion of a
partial  withdrawal  if the Contract  Owner is less than 59 1/2 years old at the
time  of  the  distribution.   See  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,  the  Company  will deduct an amount to cover
charges  and  expenses  incurred in  connection  with the  Contract.  No monthly
deductions  will be taken after the final payment date or, for the  Distribution
Fee and the Tax Charge,  after the end of the tenth Contract year.  This monthly
deduction  will be  deducted  by  subtracting  values  from  the  Fixed  Account
accumulation  and/or  canceling  units from each  applicable  sub-account in the
ratio that the portion of the  Contract  Value in the  sub-account  bears to the
Contract  Value.  The amount of the  monthly  deduction  will vary from month to
month.  If the Contract Value is not  sufficient to cover the monthly  deduction
which  is  due,  the  Contract  may  lapse.   (See  CONTRACT   TERMINATION   AND
REINSTATEMENT.)
The monthly deduction is comprised of the following charges:

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

- - - MONTHLY  INSURANCE  PROTECTION  CHARGE:  Immediately  after the  Contract is
issued the death benefit will be greater than the payment. While the Contract is
in force,  the death benefit  generally will be greater than the payment(s).  To
enable us to pay this excess of the death  benefit  over the Contract  Value,  a
monthly cost of insurance  charge is deducted.  This charge varies  depending on
the type of Contract and the underwriting class of the Insured. In no event will
the current  deduction for the cost of insurance  exceed the guaranteed  maximum
insurance protection rates set forth in the Contract. These guaranteed rates are
based on the  Commissioners  1980 Standard  Ordinary  Mortality Tables (Age Last
Birthday),  Tobacco User or  Non-Tobacco  User 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 current
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 (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 payment;

    -   The payment is at least $10,000 but not more than the maximum  permitted
        for the age under our current simplified underwriting guidelines; 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  0.75% and 3.5%.
Since we are  subject to  retaliatory  tax,  the  effective  premium  tax for us
typically  ranges  between  2.35%  and 3.5%.  Typically,  we pay  premium  taxes
(including  retaliatory  tax) in all  jurisdictions,  but the Tax Charge will be
deducted,  even if we are not subject to premium or retaliatory  tax in a state.
The Company does not intend to profit from this charge.

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

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

                           PARTIAL WITHDRAWAL COSTS -
                SURRENDER CHARGES AND WITHDRAWAL TRANSACTION FEES

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

    - 10% of the Contract Value; MINUS

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

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

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

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

                                                 TRANSFER CHARGES

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

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

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

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

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

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

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

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

                                                   OTHER CHARGES

We  reserve  the right to impose a charge  of 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.


<PAGE>


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

       -------------- ----------------- --------------- ----------------- ---------------- -----------------
         Beginning        Unloaned        Beginning         Unloaned         Beginning         Unloaned
       of Contract     Gain Available    of Contract     Gain Available    of Contract      Gain Available
           Year                              Year                              Year
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
<S>          <C>             <C>              <C>             <C>               <C>              <C> 
             1               0%               6               50%               11+              100%
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
             2              10%               7               60%
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
             3              20%               8               70%
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
             4              30%               9               80%
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
             5              40%               10              90%
       -------------- ----------------- --------------- ----------------- ---------------- -----------------
</TABLE>

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

There is some  uncertainty  as to the tax  treatment  of preferred  loans.  
Consult a qualified  tax  adviser.  See
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. See CONTRACT TERMINATION AND REINSTATEMENT.

                                             EFFECT OF CONTRACT LOANS

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

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

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

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

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

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

                                      CONTRACT TERMINATION AND REINSTATEMENT

                                          CONTRACT LAPSE AND TERMINATION

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

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

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.
See THE CONTRACT - Guaranteed Death Benefit Rider.

                                                   REINSTATEMENT

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

    - Written application for reinstatement;

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

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

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

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

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

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

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

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

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

    - The monthly deductions due on the date of reinstatement.

You may reinstate any outstanding loan.



<PAGE>


                                             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:  (1)  any  change  in
underwriting class that you request; and (2) any reinstatement.

                                                      SUICIDE

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

                                            MISSTATEMENT OF AGE OR SEX

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

                                             TAXATION OF THE CONTRACTS

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

                                       THE COMPANY AND THE SEPARATE ACCOUNT

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

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

                                             TAXATION OF THE CONTRACTS

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

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

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

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

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

                DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS

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

                                 CONTRACT LOANS

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

                                               INTEREST DISALLOWANCE

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

                                                   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.
<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.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                   DISTRIBUTION

Transamerica   Securities  Sales  Corporation   (TSSC)  acts  as  the  principal
underwriter and general distributor of the Contract. TSSC is registered with the
SEC as a broker-dealer and is a member of the National Association of Securities
Dealers (NASD).  TSSC was organized 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 ("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.

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.

The  following  table  furnishes  information  with respect to each director and
officer of TSSC.

         Name                               Position with TSSC
         Barbara Kelley                     Director & President
         Regina Fink                        Director & Secretary
         Nooruddin Veerjee                  Director
         Dan Trivers                        Senior Vice President
         Nicki Bair                         Vice President
         Chris Shaw                         Second Vice President
         Ben Tang                           Treasurer

The principal business address of each of the above is 1150 S. Olive Street, 
Los Angeles, California 90015.

                                                      REPORTS

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

    - Payments;

    - Transfers among sub-accounts and the Fixed Account;

    - Partial withdrawals;

    - Increases in loan amount or loan repayments;

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

    - Reinstatement.

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

                                                     SERVICES

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

                                                 LEGAL PROCEEDINGS

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

                ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

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

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

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

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

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



<PAGE>


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

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

    - ...Operated as a management company under the 1940 Act;

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

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

                                              PREPARING FOR YEAR 2000

The Year 2000 issue is the result of computer  programs  being written using two
digits  rather than four to define the  applicable  year.  Any of the  Company's
computer programs that have  date-sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other things, a temporary  inability to process  transactions,  send invoices or
engage in similar  normal  business  activities.  Although  the Company does not
believe  that  there is a  material  contingency  associated  with the Year 2000
project, there can be no assurance that exposure for material contingencies will
not arise.

                                                FURTHER INFORMATION

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

                                     MORE INFORMATION ABOUT THE FIXED ACCOUNT

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



<PAGE>


                                                GENERAL DESCRIPTION

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

                                              FIXED ACCOUNT INTEREST

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

          TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND CONTRACT LOANS

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

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

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

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

                                               INDEPENDENT AUDITORS

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

                              FINANCIAL STATEMENTS

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

The most current  financial  statements of Transamerica are those as of December
31, 1997.  Transamerica  does not prepare  financial  statements more often than
annually and believes that any incremental benefit to prospective policy holders
that may result from preparing and delivering more current financial statements,
though  unaudited,  does not justify the additional cost that would be incurred.
In addition,  Transamerica represents that there have been no adverse changes in
the financial condition or operations of the company between the end of the most
current fiscal year and the date of this prospectus.

<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.


    Guideline Minimum Sum Insured Table

 Attained Age            Percentage            Attained Age           Percentage
  40 or less                265%                    64                   137%
      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%






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


<PAGE>


                    APPENDIX B -- OPTIONAL INSURANCE BENEFITS

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

OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER - SPVUL)

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

SECTION 1035 RIDER

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

GUARANTEED DEATH BENEFIT RIDER (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 the  Company.  The net death  benefit  under the rider after the
final payment date is the death benefit REDUCED by the outstanding loan, if any,
through the Contract  month in which the Insured  dies.  The rider may terminate
under certain circumstances and, once terminated, may not be reinstated.























                                       B-1


<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.


                                       C-1
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 policy maturity or surrender, the date the written request is received in the
Variable Life Service Center is the benefit payment option starting date.

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.


































                                       C-2


<PAGE>


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

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

ASSUMPTIONS

The tables illustrate the following Contracts:

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


                                       D-1

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.

DEDUCTIONS FOR CHARGES

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

EXPENSES OF THE PORTFOLIOS

The amounts shown in the tables also take into account the portfolio  management
fees and operating expenses,  which are assumed to be at an annual rate of 0.85%
of the  average  daily net  assets of the  portfolios.  The rate of 0.85% 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.  The fees and
expenses of each  portfolio  vary,  and, in 1997,  ranged from an annual rate of
0.70% 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.  As discussed in Note
(1) to the Portfolio  Expenses table, such waivers or  reimbursements  continued
for 1998,  except  for  Alliance  VPF  Premier  Growth.  It is not known if such
waivers or reimbursements  will continue for 1999. Without these expense waivers
or reimbursements, if applicable, the expenses for the portfolio would be higher
and the simple  average  would have been at the annual  rate of 1.08% of average
daily net assets. The fees and expenses associated with the Contract may be more
or less than 0.85% in the aggregate,  depending upon how you make allocations of
the Contract Value among the sub-accounts.

NET ANNUAL RATES OF INVESTMENT

Taking into account the Separate  Account  mortality  and expense risk charge of
0.80%, and the assumed 0.85% 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 -1.65%, 4.35% and 10.35%, respectively.


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












                                       D-2

<PAGE>











<PAGE>


                                       D-2


<PAGE>
       TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           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
           Contract  At 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>        <C>     
               1     $210,000  $176,819  $194,819  $573,372  $188,710  $206,710 $573,372  $200,600  $218,600   $573,372
               2     $220,500  $173,508  $189,508  $573,372  $197,375  $213,375 $573,372  $222,678  $238,678   $573,372
               3     $231,525  $170,341  $184,341  $573,372  $206,220  $220,220 $573,372  $246,498  $260,498   $573,372
               4     $243,101  $167,316  $179,316  $573,372  $215,285  $227,285 $573,372  $272,314  $284,314   $573,372
               5     $255,256  $164,427  $174,427  $573,372  $224,577  $234,577 $573,372  $300,308  $310,308   $573,372
               6     $268,019  $161,672  $169,672  $573,372  $234,102  $242,102 $573,372  $330,677  $338,677   $573,372
               7     $281,420  $159,046  $165,046  $573,372  $243,869  $249,869 $573,372  $363,640  $369,640   $573,372
               8     $295,491  $156,547  $160,547  $573,372  $253,885  $257,885 $573,372  $399,434  $403,434   $573,372
               9     $310,266  $154,170  $156,170  $573,372  $264,158  $266,158 $573,372  $438,318  $440,318   $573,372
              10     $325,779  $151,912  $151,912  $573,372  $274,696  $274,696 $573,372  $480,574  $480,574   $586,300
              11     $342,068  $148,809  $148,809  $573,372  $285,501  $285,501 $573,372  $528,196  $528,196   $633,835
              12     $359,171  $145,769  $145,769  $573,372  $296,731  $296,731 $573,372  $580,537  $580,537   $696,645
              13     $377,130  $142,792  $142,792  $573,372  $308,403  $308,403 $573,372  $638,065  $638,065   $765,678
              14     $395,986  $139,875  $139,875  $573,372  $320,534  $320,534 $573,372  $701,294  $701,294   $841,553
              15     $415,786  $137,018  $137,018  $573,372  $333,141  $333,141 $573,372  $770,788  $770,788   $924,946
              16     $436,575  $134,219  $134,219  $573,372  $346,245  $346,245 $573,372  $847,169  $847,169  $1,016,603
              17     $458,404  $131,477  $131,477  $573,372  $359,864  $359,864 $573,372  $931,118  $931,118  $1,117,342
              18     $481,324  $128,792  $128,792  $573,372  $374,019  $374,019 $573,372  $1,023,387$1,023,387$1,228,064
              19     $505,390  $126,161  $126,161  $573,372  $388,731  $388,731 $573,372  $1,124,799$1,124,799$1,349,759
              20     $530,660  $123,584  $123,584  $573,372  $404,021  $404,021 $573,372  $1,236,260$1,236,260$1,483,512

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $164,427  $174,427  $573,372  $224,577  $234,577 $573,372  $300,308  $310,308   $573,372
            Age 75   $325,779  $151,912  $151,912  $573,372  $274,696  $274,696 $573,372  $480,574  $480,574   $586,300
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Assumes a single  payment of $200,000 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 OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           Male, Non-Tobacco User, Age 65
                                                                                          Female, Non-Tobacco User, Age 65
                                                                                                    Standard Undwriting 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
           Contract  At 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>        <C>     
               1     $210,000  $176,819  $194,819  $573,372  $188,710  $206,710 $573,372  $200,600  $218,600   $573,372
               2     $220,500  $173,489  $189,489  $573,372  $197,375  $213,375 $573,372  $222,678  $238,678   $573,372
               3     $231,525  $169,938  $183,938  $573,372  $205,942  $219,942 $573,372  $246,345  $260,345   $573,372
               4     $243,101  $166,090  $178,090  $573,372  $214,353  $226,353 $573,372  $271,736  $283,736   $573,372
               5     $255,256  $161,850  $171,850  $573,372  $222,536  $232,536 $573,372  $299,007  $309,007   $573,372
               6     $268,019  $157,097  $165,097  $573,372  $230,402  $238,402 $573,372  $328,337  $336,337   $573,372
               7     $281,420  $151,671  $157,671  $573,372  $237,835  $243,835 $573,372  $359,940  $365,940   $573,372
               8     $295,491  $145,356  $149,356  $573,372  $244,677  $248,677 $573,372  $394,073  $398,073   $573,372
               9     $310,266  $137,881  $139,881  $573,372  $250,736  $252,736 $573,372  $431,071  $433,071   $573,372
              10     $325,779  $128,924  $128,924  $573,372  $255,789  $255,789 $573,372  $471,384  $471,384   $575,088
              11     $342,068  $116,852  $116,852  $573,372  $259,178  $259,178 $573,372  $516,368  $516,368   $619,642
              12     $359,171  $102,428  $102,428  $573,372  $261,151  $261,151 $573,372  $565,100  $565,100   $678,120
              13     $377,130   $85,155   $85,155  $573,372  $261,409  $261,409 $573,372  $617,723  $617,723   $741,267
              14     $395,986   $64,425   $64,425  $573,372  $259,583  $259,583 $573,372  $674,370  $674,370   $809,244
              15     $415,786   $39,431   $39,431  $573,372  $255,185  $255,185 $573,372  $735,127  $735,127   $882,152
              16     $436,575   $9,065    $9,065   $573,372  $247,541  $247,541 $573,372  $799,996  $799,996   $959,995
              17     $458,404     $0        $0        $0*    $235,720  $235,720 $573,372  $868,871  $868,871  $1,042,646
              18     $481,324     $0        $0        $0*    $218,430  $218,430 $573,372  $941,509  $941,509  $1,129,811
              19     $505,390     $0        $0        $0*    $193,921  $193,921 $573,372  $1,017,529$1,017,529$1,221,035
              20     $530,660     $0        $0        $0*    $159,825  $159,825 $573,372  $1,096,424$1,096,424$1,315,708
            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $161,850  $171,850  $573,372  $222,536  $232,536 $573,372  $299,007  $309,007   $573,372
            Age 75   $325,779  $128,924  $128,924  $573,372  $255,789  $255,789 $573,372  $471,384  $471,384   $575,088
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Assumes a single  payment of $200,000 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.

* 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 OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.

<PAGE>
       TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           Male, Non-Tobacco User, Age 55
                                                                                                    Standard Underwriting Class
                                                                                          Full Underwriting Criteria
                                                                                                              Face Amount:  $440,037


             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
           Contract  At 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>        <C>     
               1     $157,500  $131,973  $145,473  $440,037  $140,848  $154,348 $440,037  $149,723  $163,223   $440,037
               2     $165,375  $129,083  $141,083  $440,037  $146,823  $158,823 $440,037  $165,612  $177,612   $440,037
               3     $173,644  $126,326  $136,826  $440,037  $152,927  $163,427 $440,037  $182,769  $193,269   $440,037
               4     $182,326  $123,697  $132,697  $440,037  $159,164  $168,164 $440,037  $201,306  $210,306   $440,037
               5     $191,442  $121,192  $128,692  $440,037  $165,539  $173,039 $440,037  $221,346  $228,846   $440,037
               6     $201,014  $118,809  $124,809  $440,037  $172,055  $178,055 $440,037  $243,019  $249,019   $440,037
               7     $211,065  $116,542  $121,042  $440,037  $178,716  $183,216 $440,037  $266,471  $270,971   $440,037
               8     $221,618  $114,390  $117,390  $440,037  $185,527  $188,527 $440,037  $291,858  $294,858   $440,037
               9     $232,699  $112,347  $113,847  $440,037  $192,493  $193,993 $440,037  $319,351  $320,851   $445,983
              10     $244,334  $110,412  $110,412  $440,037  $199,616  $199,616 $440,037  $349,136  $349,136   $478,316
              11     $256,551  $107,940  $107,940  $440,037  $207,053  $207,053 $440,037  $382,966  $382,966   $517,004
              12     $269,378  $105,524  $105,524  $440,037  $214,767  $214,767 $440,037  $420,075  $420,075   $562,900
              13     $282,847  $103,162  $103,162  $440,037  $222,769  $222,769 $440,037  $460,779  $460,779   $612,836
              14     $296,990  $100,853  $100,853  $440,037  $231,069  $231,069 $440,037  $505,428  $505,428   $667,165
              15     $311,839   $98,595   $98,595  $440,037  $239,677  $239,677 $440,037  $554,403  $554,403   $726,268
              16     $327,431   $96,388   $96,388  $440,037  $248,607  $248,607 $440,037  $608,123  $608,123   $790,560
              17     $343,803   $94,231   $94,231  $440,037  $257,869  $257,869 $440,037  $667,049  $667,049   $853,823
              18     $360,993   $92,121   $92,121  $440,037  $267,477  $267,477 $440,037  $731,685  $731,685   $921,923
              19     $379,043   $90,059   $90,059  $440,037  $277,442  $277,442 $440,037  $802,584  $802,584   $995,204
              20     $397,995   $88,043   $88,043  $440,037  $287,779  $287,779 $440,037  $880,353  $880,353  $1,074,030

            Age 60   $191,442  $121,192  $128,692  $440,037  $165,539  $173,039 $440,037  $221,346  $228,846   $440,037
            Age 65   $244,334  $110,412  $110,412  $440,037  $199,616  $199,616 $440,037  $349,136  $349,136   $478,316
            Age 70   $311,839   $98,595   $98,595  $440,037  $239,677  $239,677 $440,037  $554,403  $554,403   $726,268
            Age 75   $397,995   $88,043   $88,043  $440,037  $287,779  $287,779 $440,037  $880,353  $880,353  $1,074,030
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Assumes a single  payment of $150,000 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.

<PAGE>
       TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>


                                                                                           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
           Contract  At 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>       <C>     
               1      $78,750   $66,337   $73,087  $343,811   $70,797  $77,547  $343,811   $75,256   $82,006   $343,811
               2      $82,688   $65,191   $71,191  $343,811   $74,148  $80,148  $343,811   $83,635   $89,635   $343,811
               3      $86,822   $64,051   $69,301  $343,811   $77,548  $82,798  $343,811   $92,691   $97,941   $343,811
               4      $91,163   $62,911   $67,411  $343,811   $80,993  $85,493  $343,811  $102,482  $106,982   $343,811
               5      $95,721   $61,759   $65,509  $343,811   $84,474  $88,224  $343,811  $113,071  $116,821   $343,811
               6     $100,507   $60,659   $63,659  $343,811   $87,982  $90,982  $343,811  $124,527  $127,527   $343,811
               7     $105,533   $59,611   $61,861  $343,811   $91,557  $93,807  $343,811  $136,925  $139,175   $343,811
               8     $110,809   $58,615   $60,115  $343,811   $95,220  $96,720  $343,811  $150,345  $151,845   $343,811
               9     $116,350   $57,667   $58,417  $343,811   $98,973  $99,723  $343,811  $164,874  $165,624   $343,811
              10     $122,167   $56,768   $56,768  $343,811  $102,819  $102,819 $343,811  $180,616  $180,616   $343,811
              11     $128,275   $55,553   $55,553  $343,811  $106,756  $106,756 $343,811  $198,315  $198,315   $343,811
              12     $134,689   $54,364   $54,364  $343,811  $110,845  $110,845 $343,811  $217,749  $217,749   $343,811
              13     $141,424   $53,200   $53,200  $343,811  $115,089  $115,089 $343,811  $239,088  $239,088   $343,811
              14     $148,495   $52,061   $52,061  $343,811  $119,497  $119,497 $343,811  $262,517  $262,517   $346,523
              15     $155,920   $50,947   $50,947  $343,811  $124,073  $124,073 $343,811  $288,243  $288,243   $377,598
              16     $163,716   $49,856   $49,856  $343,811  $128,824  $128,824 $343,811  $316,489  $316,489   $411,436
              17     $171,901   $48,789   $48,789  $343,811  $133,758  $133,758 $343,811  $347,504  $347,504   $444,805
              18     $180,496   $47,745   $47,745  $343,811  $138,880  $138,880 $343,811  $381,558  $381,558   $480,763
              19     $189,521   $46,723   $46,723  $343,811  $144,198  $144,198 $343,811  $418,949  $418,949   $519,496
              20     $198,997   $45,723   $45,723  $343,811  $149,720  $149,720 $343,811  $460,004  $460,004   $561,205

            Age 60    $95,721   $61,759   $65,509  $343,811   $84,474  $88,224  $343,811  $113,071  $116,821   $343,811
            Age 65   $122,167   $56,768   $56,768  $343,811  $102,819  $102,819 $343,811  $180,616  $180,616   $343,811
            Age 70   $155,920   $50,947   $50,947  $343,811  $124,073  $124,073 $343,811  $288,243  $288,243   $377,598
            Age 75   $198,997   $45,723   $45,723  $343,811  $149,720  $149,720 $343,811  $460,004  $460,004   $561,205
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


(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 OF
     RETURN FOR THE PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN
     MAY NOT BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>


                                                                                           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
           Contract  At 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>       <C>     
               1      $78,750   $66,337   $73,087  $343,811   $70,797  $77,547  $343,811   $75,256   $82,006   $343,811
               2      $82,688   $65,191   $71,191  $343,811   $74,148  $80,148  $343,811   $83,635   $89,635   $343,811
               3      $86,822   $64,051   $69,301  $343,811   $77,548  $82,798  $343,811   $92,691   $97,941   $343,811
               4      $91,163   $62,911   $67,411  $343,811   $80,993  $85,493  $343,811  $102,482  $106,982   $343,811
               5      $95,721   $61,758   $65,508  $343,811   $84,474  $88,224  $343,811  $113,071  $116,821   $343,811
               6     $100,507   $60,579   $63,579  $343,811   $87,982  $90,982  $343,811  $124,527  $127,527   $343,811
               7     $105,533   $59,357   $61,607  $343,811   $91,504  $93,754  $343,811  $136,925  $139,175   $343,811
               8     $110,809   $58,068   $59,568  $343,811   $95,021  $96,521  $343,811  $150,345  $151,845   $343,811
               9     $116,350   $56,684   $57,434  $343,811   $98,509  $99,259  $343,811  $164,874  $165,624   $343,811
              10     $122,167   $55,172   $55,172  $343,811  $101,941  $101,941 $343,811  $180,614  $180,614   $343,811
              11     $128,275   $53,065   $53,065  $343,811  $105,170  $105,170 $343,811  $198,119  $198,119   $343,811
              12     $134,689   $50,732   $50,732  $343,811  $108,324  $108,324 $343,811  $217,318  $217,318   $343,811
              13     $141,424   $48,129   $48,129  $343,811  $111,370  $111,370 $343,811  $238,407  $238,407   $343,811
              14     $148,495   $45,205   $45,205  $343,811  $114,269  $114,269 $343,811  $261,615  $261,615   $345,332
              15     $155,920   $41,894   $41,894  $343,811  $116,972  $116,972 $343,811  $287,097  $287,097   $376,097
              16     $163,716   $38,104   $38,104  $343,811  $119,410  $119,410 $343,811  $314,925  $314,925   $409,403
              17     $171,901   $33,713   $33,713  $343,811  $121,494  $121,494 $343,811  $345,318  $345,318   $442,007
              18     $180,496   $28,557   $28,557  $343,811  $123,103  $123,103 $343,811  $378,482  $378,482   $476,887
              19     $189,521   $22,432   $22,432  $343,811  $124,090  $124,090 $343,811  $414,639  $414,639   $514,153
              20     $198,997   $15,104   $15,104  $343,811  $124,286  $124,286 $343,811  $454,036  $454,036   $553,924
            Age 60    $95,721   $61,758   $65,508  $343,811   $84,474  $88,224  $343,811  $113,071  $116,821   $343,811
            Age 65   $122,167   $55,172   $55,172  $343,811  $101,941  $101,941 $343,811  $180,614  $180,614   $343,811
            Age 70   $155,920   $41,894   $41,894  $343,811  $116,972  $116,972 $343,811  $287,097  $287,097   $376,097
            Age 75   $198,997   $15,104   $15,104  $343,811  $124,286  $124,286 $343,811  $454,036  $454,036   $553,924
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


     (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 OF
     RETURN FOR THE PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN
     MAY NOT BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.

<PAGE>
       TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           Male, Non-Tobacco User, Age 55
                                                                                          Female, Non-Tobacco User, Age 55
                                                                                                    Standard Underwriting Class
                                                                                          Full Underwriting Criteria
                                                                                                              Face Amount:  $687,622

             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
           Contract  At 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>        <C>     
               1     $157,500  $132,675  $146,175  $687,622  $141,594  $155,094 $687,622  $150,512  $164,012   $687,622
               2     $165,375  $130,381  $142,381  $687,622  $148,296  $160,296 $687,622  $167,271  $179,271   $687,622
               3     $173,644  $128,103  $138,603  $687,622  $155,097  $165,597 $687,622  $185,383  $195,883   $687,622
               4     $182,326  $125,824  $134,824  $687,622  $161,986  $170,986 $687,622  $204,964  $213,964   $687,622
               5     $191,442  $123,649  $131,149  $687,622  $168,971  $176,471 $687,622  $226,142  $233,642   $687,622
               6     $201,014  $121,573  $127,573  $687,622  $176,133  $182,133 $687,622  $249,055  $255,055   $687,622
               7     $211,065  $119,595  $124,095  $687,622  $183,476  $187,976 $687,622  $273,875  $278,375   $687,622
               8     $221,618  $117,712  $120,712  $687,622  $191,006  $194,006 $687,622  $300,825  $303,825   $687,622
               9     $232,699  $115,921  $117,421  $687,622  $198,730  $200,230 $687,622  $330,102  $331,602   $687,622
              10     $244,334  $114,220  $114,220  $687,622  $206,653  $206,653 $687,622  $361,918  $361,918   $687,622
              11     $256,551  $111,887  $111,887  $687,622  $214,782  $214,782 $687,622  $397,782  $397,782   $687,622
              12     $269,378  $109,601  $109,601  $687,622  $223,230  $223,230 $687,622  $437,200  $437,200   $687,622
              13     $282,847  $107,363  $107,363  $687,622  $232,011  $232,011 $687,622  $480,524  $480,524   $687,622
              14     $296,990  $105,170  $105,170  $687,622  $241,137  $241,137 $687,622  $528,142  $528,142   $697,147
              15     $311,839  $103,021  $103,021  $687,622  $250,621  $250,621 $687,622  $580,477  $580,477   $760,426
              16     $327,431  $100,917  $100,917  $687,622  $260,479  $260,479 $687,622  $638,000  $638,000   $829,399
              17     $343,803   $98,856   $98,856  $687,622  $270,725  $270,725 $687,622  $701,222  $701,222   $897,564
              18     $360,993   $96,836   $96,836  $687,622  $281,374  $281,374 $687,622  $770,709  $770,709   $971,093
              19     $379,043   $94,858   $94,858  $687,622  $292,441  $292,441 $687,622  $847,082  $847,082  $1,050,381
              20     $397,995   $92,921   $92,921  $687,622  $303,944  $303,944 $687,622  $931,023  $931,023  $1,135,848

            Age 60   $191,442  $123,649  $131,149  $687,622  $168,971  $176,471 $687,622  $226,142  $233,642   $687,622
            Age 65   $244,334  $114,220  $114,220  $687,622  $206,653  $206,653 $687,622  $361,918  $361,918   $687,622
            Age 70   $311,839  $103,021  $103,021  $687,622  $250,621  $250,621 $687,622  $580,477  $580,477   $760,426
            Age 75   $397,995   $92,921   $92,921  $687,622  $303,944  $303,944 $687,622  $931,023  $931,023  $1,135,848
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


     (1) Assumes a single  payment of $150,000 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 OF
     RETURN FOR THE PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN
     MAY NOT BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>


                                                                                           Male, Non-Tobacco User, Age 55
                                                                                          Female, Non-Tobacco User, Age 55
                                                                                                    Standard Underwriting Class
                                                                                          Full Underwriting Criteria
                                                                                                    Face Amount:  $687,622

                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
           Contract  At 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>        <C>     
               1     $157,500  $132,675  $146,175  $687,622  $141,594  $155,094 $687,622  $150,512  $164,012   $687,622
               2     $165,375  $130,381  $142,381  $687,622  $148,296  $160,296 $687,622  $167,271  $179,271   $687,622
               3     $173,644  $128,103  $138,603  $687,622  $155,097  $165,597 $687,622  $185,383  $195,883   $687,622
               4     $182,326  $125,822  $134,822  $687,622  $161,986  $170,986 $687,622  $204,964  $213,964   $687,622
               5     $191,442  $123,516  $131,016  $687,622  $168,948  $176,448 $687,622  $226,142  $233,642   $687,622
               6     $201,014  $121,157  $127,157  $687,622  $175,964  $181,964 $687,622  $249,055  $255,055   $687,622
               7     $211,065  $118,713  $123,213  $687,622  $183,007  $187,507 $687,622  $273,850  $278,350   $687,622
               8     $221,618  $116,136  $119,136  $687,622  $190,041  $193,041 $687,622  $300,689  $303,689   $687,622
               9     $232,699  $113,368  $114,868  $687,622  $197,018  $198,518 $687,622  $329,748  $331,248   $687,622
              10     $244,334  $110,343  $110,343  $687,622  $203,882  $203,882 $687,622  $361,228  $361,228   $687,622
              11     $256,551  $106,129  $106,129  $687,622  $210,341  $210,341 $687,622  $396,239  $396,239   $687,622
              12     $269,378  $101,463  $101,463  $687,622  $216,649  $216,649 $687,622  $434,636  $434,636   $687,622
              13     $282,847   $96,258   $96,258  $687,622  $222,740  $222,740 $687,622  $476,813  $476,813   $687,622
              14     $296,990   $90,411   $90,411  $687,622  $228,538  $228,538 $687,622  $523,231  $523,231   $690,665
              15     $311,839   $83,788   $83,788  $687,622  $233,943  $233,943 $687,622  $574,194  $574,194   $752,194
              16     $327,431   $76,208   $76,208  $687,622  $238,820  $238,820 $687,622  $629,851  $629,851   $818,807
              17     $343,803   $67,426   $67,426  $687,622  $242,987  $242,987 $687,622  $690,637  $690,637   $884,015
              18     $360,993   $57,114   $57,114  $687,622  $246,205  $246,205 $687,622  $756,965  $756,965   $953,775
              19     $379,043   $44,865   $44,865  $687,622  $248,180  $248,180 $687,622  $829,279  $829,279  $1,028,306
              20     $397,995   $30,209   $30,209  $687,622  $248,572  $248,572 $687,622  $908,073  $908,073  $1,107,849
            Age 60   $191,442  $123,516  $131,016  $687,622  $168,948  $176,448 $687,622  $226,142  $233,642   $687,622
            Age 65   $244,334  $110,343  $110,343  $687,622  $203,882  $203,882 $687,622  $361,228  $361,228   $687,622
            Age 70   $311,839   $83,788   $83,788  $687,622  $233,943  $233,943 $687,622  $574,194  $574,194   $752,194
            Age 75   $397,995   $30,209   $30,209  $687,622  $248,572  $248,572 $687,622  $908,073  $908,073  $1,107,849
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


     (1) Assumes a single  payment of $150,000 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 OF
     RETURN FOR THE PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN
     MAY NOT BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.

<PAGE>
       TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           Male, Non-Tobacco User, Age 65
                                                                                                    Standard Underwriting Class
                                                                                          Simplified Underwriting Criteria
                                                                                                              Face Amount:  $202,531

             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
           Contract  At 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>        <C>     
               1     $105,000   $87,885   $96,885  $202,531   $93,796  $102,796 $202,531   $99,707  $108,707   $202,531
               2     $110,250   $85,868   $93,868  $202,531   $97,670  $105,670 $202,531  $110,171  $118,171   $202,531
               3     $115,763   $83,944   $90,944  $202,531  $101,624  $108,624 $202,531  $121,460  $128,460   $202,531
               4     $121,551   $82,111   $88,111  $202,531  $105,662  $111,662 $202,531  $133,644  $139,644   $202,531
               5     $127,628   $80,367   $85,367  $202,531  $109,784  $114,784 $202,531  $146,803  $151,803   $202,531
               6     $134,010   $78,708   $82,708  $202,531  $113,993  $117,993 $202,531  $161,019  $165,019   $214,525
               7     $140,710   $77,132   $80,132  $202,531  $118,292  $121,292 $202,531  $176,387  $179,387   $229,615
               8     $147,746   $75,636   $77,636  $202,531  $122,683  $124,683 $202,531  $193,005  $195,005   $245,707
               9     $155,133   $74,218   $75,218  $202,531  $127,169  $128,169 $202,531  $210,984  $211,984   $262,860
              10     $162,889   $72,875   $72,875  $202,531  $131,753  $131,753 $202,531  $230,440  $230,440   $281,137
              11     $171,034   $71,172   $71,172  $202,531  $136,525  $136,525 $202,531  $252,517  $252,517   $303,020
              12     $179,586   $69,510   $69,510  $202,531  $141,470  $141,470 $202,531  $276,708  $276,708   $332,050
              13     $188,565   $67,886   $67,886  $202,531  $146,594  $146,594 $202,531  $303,217  $303,217   $363,860
              14     $197,993   $66,300   $66,300  $202,531  $151,903  $151,903 $202,531  $332,266  $332,266   $398,719
              15     $207,893   $64,751   $64,751  $202,531  $157,405  $157,405 $202,531  $364,097  $364,097   $436,916
              16     $218,287   $63,238   $63,238  $202,531  $163,106  $163,106 $202,531  $398,978  $398,978   $478,774
              17     $229,202   $61,761   $61,761  $202,531  $169,014  $169,014 $202,817  $437,201  $437,201   $524,641
              18     $240,662   $60,318   $60,318  $202,531  $175,136  $175,136 $210,163  $479,085  $479,085   $574,902
              19     $252,695   $58,909   $58,909  $202,531  $181,479  $181,479 $217,775  $524,982  $524,982   $629,978
              20     $265,330   $57,533   $57,533  $202,531  $188,052  $188,052 $225,663  $575,276  $575,276   $690,331

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $127,628   $80,367   $85,367  $202,531  $109,784  $114,784 $202,531  $146,803  $151,803   $202,531
            Age 75   $162,889   $72,875   $72,875  $202,531  $131,753  $131,753 $202,531  $230,440  $230,440   $281,137
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


     (1) Assumes a single  payment of $100,000 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  OF  RETURN  FOR  THE  PORTFOLIOS.  THESE
          HYPOTHETICAL  INVESTMENT  RATES OF RETURN MAY NOT BE ACHIEVED  FOR ANY
          ONE YEAR OR SUSTAINED OVER ANY PERIOD.






  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>


                                                                                           Male, Non-Tobacco User, Age 65
                                                                                                    Standard Undwrtiting Class
                                                                                          Simplified Underwriting Criteria
                                                                                                    Face Amount:  $202,531

                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
           Contract  At 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>        <C>     
               1     $105,000   $86,147   $95,147  $202,531   $92,079  $101,079 $202,531   $98,015  $107,015   $202,531
               2     $110,250   $82,046   $90,046  $202,531   $93,971  $101,971 $202,531  $106,624  $114,624   $202,531
               3     $115,763   $77,646   $84,646  $202,531   $95,643  $102,643 $202,531  $115,919  $122,919   $202,531
               4     $121,551   $72,890   $78,890  $202,531   $97,060  $103,060 $202,531  $126,011  $132,011   $202,531
               5     $127,628   $67,712   $72,712  $202,531   $98,185  $103,185 $202,531  $137,039  $142,039   $202,531
               6     $134,010   $62,005   $66,005  $202,531   $98,947  $102,947 $202,531  $149,165  $153,165   $202,531
               7     $140,710   $55,632   $58,632  $202,531   $99,256  $102,256 $202,531  $162,500  $165,500   $211,840
               8     $147,746   $48,448   $50,448  $202,531   $99,022  $101,022 $202,531  $176,841  $178,841   $225,340
               9     $155,133   $40,227   $41,227  $202,531   $98,096  $99,096  $202,531  $192,180  $193,180   $239,543
              10     $162,889   $30,759   $30,759  $202,531   $96,344  $96,344  $202,531  $208,607  $208,607   $254,501
              11     $171,034   $18,946   $18,946  $202,531   $93,199  $93,199  $202,531  $226,590  $226,590   $271,907
              12     $179,586   $5,278    $5,278   $202,531   $88,911  $88,911  $202,531  $245,785  $245,785   $294,942
              13     $188,565     $0        $0        $0*     $83,226  $83,226  $202,531  $266,217  $266,217   $319,460
              14     $197,993     $0        $0        $0*     $75,835  $75,835  $202,531  $287,903  $287,903   $345,484
              15     $207,893     $0        $0        $0*     $66,306  $66,306  $202,531  $310,841  $310,841   $373,009
              16     $218,287     $0        $0        $0*     $54,004  $54,004  $202,531  $334,977  $334,977   $401,972
              17     $229,202     $0        $0        $0*     $38,077  $38,077  $202,531  $360,233  $360,233   $432,279
              18     $240,662     $0        $0        $0*     $17,253  $17,253  $202,531  $386,453  $386,453   $463,744
              19     $252,695     $0        $0        $0*       $0        $0       $0*    $413,467  $413,467   $496,160
              20     $265,330     $0        $0        $0*       $0        $0       $0*    $441,051  $441,051   $529,261
            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $127,628   $67,712   $72,712  $202,531   $98,185  $103,185 $202,531  $137,039  $142,039   $202,531
            Age 75   $162,889   $30,759   $30,759  $202,531   $96,344  $96,344  $202,531  $208,607  $208,607   $254,501
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


          (1) Assumes a single  payment of $100,000 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.

          * If the Guaranteed  Death Benefit Rider is in effect on the Contract,
          the death benefit will be $202,531 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  OF  RETURN  FOR  THE  PORTFOLIOS.  THESE
          HYPOTHETICAL  INVESTMENT  RATES OF RETURN MAY NOT BE ACHIEVED  FOR ANY
          ONE YEAR OR SUSTAINED OVER ANY PERIOD.

<PAGE>
       TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           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
           Contract  At 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>        <C>     
               1     $210,000  $175,965  $193,965  $405,061  $187,798  $205,798 $405,061  $199,631  $217,631   $405,061
               2     $220,500  $172,111  $188,111  $405,061  $195,763  $211,763 $405,061  $220,816  $236,816   $405,061
               3     $231,525  $168,434  $182,434  $405,061  $203,902  $217,902 $405,061  $243,692  $257,692   $405,061
               4     $243,101  $164,929  $176,929  $405,061  $212,219  $224,219 $405,061  $268,409  $280,409   $405,061
               5     $255,256  $161,590  $171,590  $405,061  $220,718  $230,718 $405,061  $295,128  $305,128   $405,061
               6     $268,019  $158,412  $166,412  $405,061  $229,406  $237,406 $405,061  $324,026  $332,026   $431,633
               7     $281,420  $155,390  $161,390  $405,061  $238,288  $244,288 $405,061  $355,295  $361,295   $462,458
               8     $295,491  $152,520  $156,520  $405,061  $247,370  $251,370 $405,061  $389,145  $393,145   $495,362
               9     $310,266  $149,796  $151,796  $405,061  $256,657  $258,657 $405,061  $425,802  $427,802   $530,474
              10     $325,779  $147,215  $147,215  $405,061  $266,155  $266,155 $405,061  $465,514  $465,514   $567,927
              11     $342,068  $143,920  $143,920  $405,061  $276,071  $276,071 $405,061  $510,622  $510,622   $612,746
              12     $359,171  $140,699  $140,699  $405,061  $286,356  $286,356 $405,061  $560,100  $560,100   $672,120
              13     $377,130  $137,549  $137,549  $405,061  $297,025  $297,025 $405,061  $614,372  $614,372   $737,247
              14     $395,986  $134,470  $134,470  $405,061  $308,091  $308,091 $405,061  $673,904  $673,904   $808,685
              15     $415,786  $131,460  $131,460  $405,061  $319,570  $319,570 $405,061  $739,204  $739,204   $887,045
              16     $436,575  $128,518  $128,518  $405,061  $331,476  $331,476 $405,061  $810,831  $810,831   $972,997
              17     $458,404  $125,641  $125,641  $405,061  $343,826  $343,826 $412,591  $889,399  $889,399  $1,067,279
              18     $481,324  $122,829  $122,829  $405,061  $356,636  $356,636 $427,963  $975,580  $975,580  $1,170,696
              19     $505,390  $120,079  $120,079  $405,061  $369,923  $369,923 $443,908  $1,070,112$1,070,112$1,284,134
              20     $530,660  $117,391  $117,391  $405,061  $383,705  $383,705 $460,446  $1,173,804$1,173,804$1,408,564

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $161,590  $171,590  $405,061  $220,718  $230,718 $405,061  $295,128  $305,128   $405,061
            Age 75   $325,779  $147,215  $147,215  $405,061  $266,155  $266,155 $405,061  $465,514  $465,514   $567,927
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


          (1) Assumes a single  payment of $200,000 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  OF  RETURN  FOR  THE  PORTFOLIOS.  THESE
          HYPOTHETICAL  INVESTMENT  RATES OF RETURN MAY NOT BE ACHIEVED  FOR ANY
          ONE YEAR OR SUSTAINED OVER ANY PERIOD.






  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>


                                                                                           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
           Contract  At 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>        <C>     
               1     $210,000  $172,293  $190,293  $405,061  $184,158  $202,158 $405,061  $196,029  $214,029   $405,061
               2     $220,500  $164,092  $180,092  $405,061  $187,941  $203,941 $405,061  $213,249  $229,249   $405,061
               3     $231,525  $155,293  $169,293  $405,061  $191,285  $205,285 $405,061  $231,838  $245,838   $405,061
               4     $243,101  $145,780  $157,780  $405,061  $194,121  $206,121 $405,061  $252,021  $264,021   $405,061
               5     $255,256  $135,423  $145,423  $405,061  $196,370  $206,370 $405,061  $274,078  $284,078   $405,061
               6     $268,019  $124,010  $132,010  $405,061  $197,894  $205,894 $405,061  $298,330  $306,330   $405,061
               7     $281,420  $111,264  $117,264  $405,061  $198,513  $204,513 $405,061  $325,000  $331,000   $423,680
               8     $295,491   $96,896  $100,896  $405,061  $198,043  $202,043 $405,061  $353,683  $357,683   $450,681
               9     $310,266   $80,455   $82,455  $405,061  $196,193  $198,193 $405,061  $384,360  $386,360   $479,086
              10     $325,779   $61,519   $61,519  $405,061  $192,688  $192,688 $405,061  $417,214  $417,214   $509,002
              11     $342,068   $37,893   $37,893  $405,061  $186,399  $186,399 $405,061  $453,179  $453,179   $543,815
              12     $359,171   $10,555   $10,555  $405,061  $177,823  $177,823 $405,061  $491,571  $491,571   $589,885
              13     $377,130     $0        $0        $0*    $166,453  $166,453 $405,061  $532,434  $532,434   $638,921
              14     $395,986     $0        $0        $0*    $151,670  $151,670 $405,061  $575,807  $575,807   $690,969
              15     $415,786     $0        $0        $0*    $132,613  $132,613 $405,061  $621,682  $621,682   $746,018
              16     $436,575     $0        $0        $0*    $108,010  $108,010 $405,061  $669,954  $669,954   $803,945
              17     $458,404     $0        $0        $0*     $76,155  $76,155  $405,061  $720,466  $720,466   $864,559
              18     $481,324     $0        $0        $0*     $34,507  $34,507  $405,061  $772,907  $772,907   $927,488
              19     $505,390     $0        $0        $0*       $0        $0       $0*    $826,934  $826,934   $992,320
              20     $530,660     $0        $0        $0*       $0        $0       $0*    $882,102  $882,102  $1,058,522
            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $135,423  $145,423  $405,061  $196,370  $206,370 $405,061  $274,078  $284,078   $405,061
            Age 75   $325,779   $61,519   $61,519  $405,061  $192,688  $192,688 $405,061  $417,214  $417,214   $509,002
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


          (1) Assumes a single  payment of $200,000 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.

          * 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  OF  RETURN  FOR  THE  PORTFOLIOS.  THESE
          HYPOTHETICAL  INVESTMENT  RATES OF RETURN MAY NOT BE ACHIEVED  FOR ANY
          ONE YEAR OR SUSTAINED OVER ANY PERIOD.

<PAGE>
       TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           Male, Non-Tobacco User, Age 65
                                                                                          Female, Non-Tobacco User, Age 65
                                                                                                    Standard Underwriting Class
                                                                                          Simplified Underwriting Criteria
                                                                                                              Face Amount:  $286,686

             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
           Contract  At 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>        <C>     
               1     $105,000   $88,410   $97,410  $286,686   $94,355  $103,355 $286,686  $100,300  $109,300   $286,686
               2     $110,250   $86,744   $94,744  $286,686   $98,688  $106,688 $286,686  $111,339  $119,339   $286,686
               3     $115,763   $85,069   $92,069  $286,686  $103,000  $110,000 $286,686  $123,172  $130,172   $286,686
               4     $121,551   $83,470   $89,470  $286,686  $107,415  $113,415 $286,686  $135,931  $141,931   $286,686
               5     $127,628   $81,943   $86,943  $286,686  $111,937  $116,937 $286,686  $149,752  $154,752   $286,686
               6     $134,010   $80,489   $84,489  $286,686  $116,568  $120,568 $286,686  $164,732  $168,732   $286,686
               7     $140,710   $79,103   $82,103  $286,686  $121,311  $124,311 $286,686  $180,974  $183,974   $286,686
               8     $147,746   $77,785   $79,785  $286,686  $126,171  $128,171 $286,686  $198,593  $200,593   $286,686
               9     $155,133   $76,532   $77,532  $286,686  $131,150  $132,150 $286,686  $217,713  $218,713   $286,686
              10     $162,889   $75,343   $75,343  $286,686  $136,254  $136,254 $286,686  $238,470  $238,470   $290,933
              11     $171,034   $73,730   $73,730  $286,686  $141,471  $141,471 $286,686  $261,839  $261,839   $314,207
              12     $179,586   $72,152   $72,152  $286,686  $146,889  $146,889 $286,686  $287,498  $287,498   $344,997
              13     $188,565   $70,607   $70,607  $286,686  $152,514  $152,514 $286,686  $315,671  $315,671   $378,806
              14     $197,993   $69,096   $69,096  $286,686  $158,355  $158,355 $286,686  $346,606  $346,606   $415,927
              15     $207,893   $67,617   $67,617  $286,686  $164,419  $164,419 $286,686  $380,572  $380,572   $456,686
              16     $218,287   $66,170   $66,170  $286,686  $170,715  $170,715 $286,686  $417,866  $417,866   $501,439
              17     $229,202   $64,753   $64,753  $286,686  $177,253  $177,253 $286,686  $458,815  $458,815   $550,578
              18     $240,662   $63,367   $63,367  $286,686  $184,041  $184,041 $286,686  $503,777  $503,777   $604,532
              19     $252,695   $62,011   $62,011  $286,686  $191,089  $191,089 $286,686  $553,145  $553,145   $663,774
              20     $265,330   $60,683   $60,683  $286,686  $198,406  $198,406 $286,686  $607,351  $607,351   $728,821

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $127,628   $81,943   $86,943  $286,686  $111,937  $116,937 $286,686  $149,752  $154,752   $286,686
            Age 75   $162,889   $75,343   $75,343  $286,686  $136,254  $136,254 $286,686  $238,470  $238,470   $290,933
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


          (1) Assumes a single  payment of $100,000 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  OF  RETURN  FOR  THE  PORTFOLIOS.  THESE
          HYPOTHETICAL  INVESTMENT  RATES OF RETURN MAY NOT BE ACHIEVED  FOR ANY
          ONE YEAR OR SUSTAINED OVER ANY PERIOD.

<PAGE>
       TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           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
           Contract  At 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>        <C>     
               1     $210,000  $176,819  $194,819  $573,372  $188,710  $206,710 $573,372  $200,600  $218,600   $573,372
               2     $220,500  $173,508  $189,508  $573,372  $197,375  $213,375 $573,372  $222,678  $238,678   $573,372
               3     $231,525  $170,341  $184,341  $573,372  $206,220  $220,220 $573,372  $246,498  $260,498   $573,372
               4     $243,101  $167,316  $179,316  $573,372  $215,285  $227,285 $573,372  $272,314  $284,314   $573,372
               5     $255,256  $164,427  $174,427  $573,372  $224,577  $234,577 $573,372  $300,308  $310,308   $573,372
               6     $268,019  $161,672  $169,672  $573,372  $234,102  $242,102 $573,372  $330,677  $338,677   $573,372
               7     $281,420  $159,046  $165,046  $573,372  $243,869  $249,869 $573,372  $363,640  $369,640   $573,372
               8     $295,491  $156,547  $160,547  $573,372  $253,885  $257,885 $573,372  $399,434  $403,434   $573,372
               9     $310,266  $154,170  $156,170  $573,372  $264,158  $266,158 $573,372  $438,318  $440,318   $573,372
              10     $325,779  $151,912  $151,912  $573,372  $274,696  $274,696 $573,372  $480,574  $480,574   $586,300
              11     $342,068  $148,809  $148,809  $573,372  $285,501  $285,501 $573,372  $528,196  $528,196   $633,835
              12     $359,171  $145,769  $145,769  $573,372  $296,731  $296,731 $573,372  $580,537  $580,537   $696,645
              13     $377,130  $142,792  $142,792  $573,372  $308,403  $308,403 $573,372  $638,065  $638,065   $765,678
              14     $395,986  $139,875  $139,875  $573,372  $320,534  $320,534 $573,372  $701,294  $701,294   $841,553
              15     $415,786  $137,018  $137,018  $573,372  $333,141  $333,141 $573,372  $770,788  $770,788   $924,946
              16     $436,575  $134,219  $134,219  $573,372  $346,245  $346,245 $573,372  $847,169  $847,169  $1,016,603
              17     $458,404  $131,477  $131,477  $573,372  $359,864  $359,864 $573,372  $931,118  $931,118  $1,117,342
              18     $481,324  $128,792  $128,792  $573,372  $374,019  $374,019 $573,372  $1,023,387$1,023,387$1,228,064
              19     $505,390  $126,161  $126,161  $573,372  $388,731  $388,731 $573,372  $1,124,799$1,124,799$1,349,759
              20     $530,660  $123,584  $123,584  $573,372  $404,021  $404,021 $573,372  $1,236,260$1,236,260$1,483,512

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $164,427  $174,427  $573,372  $224,577  $234,577 $573,372  $300,308  $310,308   $573,372
            Age 75   $325,779  $151,912  $151,912  $573,372  $274,696  $274,696 $573,372  $480,574  $480,574   $586,300
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


          (1) Assumes a single  payment of $200,000 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 OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
    SEPARATE ACCOUNT VUL-2
           MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
<TABLE>
<CAPTION>

                                                                                           Male, Non-Tobacco User, Age 65
                                                                                          Female, Non-Tobacco User, Age 65
                                                                                                    Standard Undwriting 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
           Contract  At 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>        <C>     
               1     $210,000  $176,819  $194,819  $573,372  $188,710  $206,710 $573,372  $200,600  $218,600   $573,372
               2     $220,500  $173,489  $189,489  $573,372  $197,375  $213,375 $573,372  $222,678  $238,678   $573,372
               3     $231,525  $169,938  $183,938  $573,372  $205,942  $219,942 $573,372  $246,345  $260,345   $573,372
               4     $243,101  $166,090  $178,090  $573,372  $214,353  $226,353 $573,372  $271,736  $283,736   $573,372
               5     $255,256  $161,850  $171,850  $573,372  $222,536  $232,536 $573,372  $299,007  $309,007   $573,372
               6     $268,019  $157,097  $165,097  $573,372  $230,402  $238,402 $573,372  $328,337  $336,337   $573,372
               7     $281,420  $151,671  $157,671  $573,372  $237,835  $243,835 $573,372  $359,940  $365,940   $573,372
               8     $295,491  $145,356  $149,356  $573,372  $244,677  $248,677 $573,372  $394,073  $398,073   $573,372
               9     $310,266  $137,881  $139,881  $573,372  $250,736  $252,736 $573,372  $431,071  $433,071   $573,372
              10     $325,779  $128,924  $128,924  $573,372  $255,789  $255,789 $573,372  $471,384  $471,384   $575,088
              11     $342,068  $116,852  $116,852  $573,372  $259,178  $259,178 $573,372  $516,368  $516,368   $619,642
              12     $359,171  $102,428  $102,428  $573,372  $261,151  $261,151 $573,372  $565,100  $565,100   $678,120
              13     $377,130   $85,155   $85,155  $573,372  $261,409  $261,409 $573,372  $617,723  $617,723   $741,267
              14     $395,986   $64,425   $64,425  $573,372  $259,583  $259,583 $573,372  $674,370  $674,370   $809,244
              15     $415,786   $39,431   $39,431  $573,372  $255,185  $255,185 $573,372  $735,127  $735,127   $882,152
              16     $436,575   $9,065    $9,065   $573,372  $247,541  $247,541 $573,372  $799,996  $799,996   $959,995
              17     $458,404     $0        $0        $0*    $235,720  $235,720 $573,372  $868,871  $868,871  $1,042,646
              18     $481,324     $0        $0        $0*    $218,430  $218,430 $573,372  $941,509  $941,509  $1,129,811
              19     $505,390     $0        $0        $0*    $193,921  $193,921 $573,372  $1,017,529$1,017,529$1,221,035
              20     $530,660     $0        $0        $0*    $159,825  $159,825 $573,372  $1,096,424$1,096,424$1,315,708
            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $161,850  $171,850  $573,372  $222,536  $232,536 $573,372  $299,007  $309,007   $573,372
            Age 75   $325,779  $128,924  $128,924  $573,372  $255,789  $255,789 $573,372  $471,384  $471,384   $575,088
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
</TABLE>


          (1) Assumes a single  payment of $200,000 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.

          * 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  OF  RETURN  FOR  THE  PORTFOLIOS.  THESE
          HYPOTHETICAL  INVESTMENT  RATES OF RETURN MAY NOT BE ACHIEVED  FOR ANY
          ONE YEAR OR SUSTAINED OVER ANY PERIOD.



<PAGE>






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