SEPARATE ACCOUNT VUL 2 OF TRANSAMERICA OCCIDENTAL LIFE INS
485APOS, 1999-03-01
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As filed with the Securities and Exchange Commission on February 26, 1999
                                                     Registration No.  333-63215
    
                                                        811-08997


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

   
                         Post-Effective Amendment No. 1
    

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

                         INITIAL REGISTRATION STATEMENT

                          TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-2 OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                           (Exact Name of Registrant)

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

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

                          It is proposed that this filing will become effective:

   
          _____immediately   upon  filing  pursuant  to  paragraph  (b)
            _____On (________)pursuant to paragraph (b)
               _____60 days after filing  pursuant to paragraph  (a)(1) __x___On
          (date)  May 1,  1999  pursuant  to  paragraph  (a)(1)  _____On  (date)
          pursuant to paragraph (a)(2) of Rule 485
    

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

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

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


<PAGE>

<TABLE>
<CAPTION>


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

Item No. of
Form N-8b-2                        Caption in Prospectus
- - -----------                        ---------------------
<S>                              <C>
1 ...........................      Cover Page
2 ...........................      Cover Page
3 ...........................      Not Applicable
4 ...........................      Distribution
5 ...........................      The Company, The Separate Account
6 ...........................      The Separate Account
7 ...........................      Not Applicable
8 ...........................      Not Applicable
9 ...........................      Legal Proceedings
10...........................      Summary; Description of the Company, Variable
                  Account, and Underlying Funds; The Contract;
                  Contract Termination and Reinstatement; Other
                                    Contract Provisions
11 ...........................      Summary; The Trust; VIP; T. Rowe Price;
                       Investment Objectives and Policies
12 ...........................      Summary; The Trust; VIP;  T. Rowe Price;
13 ...........................      Summary; The Trust; VIP;  T. Rowe Price;
                      Investment Advisory Services to VIP;
                   Investment Advisory Services to the Trust;
                     Investment Advisory Services to T. Rowe
                                    Price; Charges and Deductions
14 ...........................      Summary; Application for a Contract
15 ...........................      Summary; Application for a Contract; Premium
                      Payments; Allocation of Net Premiums
16 ...........................      The Separate Account; The Trust; VIP; T. Rowe
                        Price; Allocation of Net Premiums
17 ...........................      Summary; Surrender; Partial Withdrawal;
                  Charges and Deductions; Contract Termination
                                    and Reinstatement
18 ...........................      The Separate Account; The Trust; VIP; T. Rowe
                                    Price; Premium Payments
19 ...........................      Reports; Voting Rights
20 ...........................      Not Applicable
21 ...........................      Summary; Contract Loans; Other Contract
                                    Provisions
22 ...........................      Other Contract Provisions
23 ...........................      Not Required
24 ...........................      Other Contract Provisions
25 ...........................      Allmerica Financial
26 ...........................      Not Applicable
27 ...........................      The Company
28 ...........................      Directors and Principal Officers
29 ...........................      The Company
30 ...........................      Not Applicable
31 ...........................      Not Applicable
32 ...........................      Not Applicable
33 ...........................      Not Applicable
34 ...........................      Not Applicable
35 ...........................      Distribution
36 ...........................      Not Applicable
37 ...........................      Not Applicable
38 ...........................      Summary; Distribution
39 ...........................      Summary; Distribution
40 ...........................      Not Applicable
41 ...........................      The Company; Distribution
42 ...........................      Not Applicable
43 ...........................      Not Applicable
44 ...........................      Premium Payments; Contract Value and Cash
                                    Surrender Value
45 ...........................      Not Applicable
46 ...........................      Contract Value and Cash Surrender Value;
                                    Taxation of the Contracts
47 ...........................      The Company
48 ...........................      Not Applicable
49 ...........................      Not Applicable
50 ...........................      The Separate Account
51 ...........................      Cover Page; Summary; Charges and Deductions;
                     The Contract; Contract Termination and
                    Reinstatement; Other Contract Provisions
52 ...........................      Addition, Deletion or Substitution of
                                    Investments
53 ...........................      Taxation of the Contracts
54 ...........................      Not Applicable
55 ...........................      Not Applicable
56 ...........................      Not Applicable
57 ...........................      Not Applicable
58 ...........................      Not Applicable
59 ...........................      Not Applicable

</TABLE>


<PAGE>







                     CONTENTS OF THE REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

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

The signatures.

Written consents of the following persons:

     1.    Ernst & Young LLP
     2.     Actuarial Opinion

The following exhibits:

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

           (1)    Certified copy of Resolutions of the Board of Directors of the
                  Company of  December  6, 1996  establishing  the  Transamerica
                  Occidental Life
                  Separate Account VUL-2. 1/ 3/

           (2)    Not Applicable.

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


          (b) Form of  Sales  Agreement  between  Transamerica  Life  Companies,
          Transamerica Securities Sales Corporation and Broker-Dealers 1/ 3/


           (4)    Not Applicable.

           (5) Forms of Policy and Policy riders. 1/ 2/ 3/

           (6)    Organizational documents of the Company, as amended. 1/ 3/

           (7)    Not Applicable.

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

                  (a) re The Alger American Fund 1/ 3/
                   (b) re Alliance Variable Products Series Fund, Inc. 1/ 3/ (c)
                   re Dreyfus Variable  Investment Fund 1/ 3/ (d) re Janus Aspen
                   Series 1/ 3/ (e) re MFS Variable Insurance Trust 1/ 3/ (f) re
                   Morgan  Stanley  Universal  Funds,  Inc.  1/ 3/  (g)  re  OCC
                   Accumulation  Trust  1/  3/  (h)  re  Transamerica   Variable
                   Insurance Fund, Inc. 1/ 3/

           (9)    Administrative Agreements between Transamerica Occidental Life
                  Insurance Company and First Allmerica Financial Life Insurance
                  Company 1/ 3/

           (10)   Form of Application. 1/ 3

           (11)   Issuance, Transfer and Redemption Procedures Memorandum. 1/ 3/

           (12)   Financial Data Schedule.

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

     3.    Opinion of Counsel. 1/

     4.    Not Applicable.

     5.    Not Applicable.

     6.    Actuarial Consent  1/

     7. Consent of Independent Accountants 2/ 3/

     8.    Powers of Attorney 1/

     1/    Incorporated  herein  by  reference  to the  initial  filing  of this
           Registration Statement (File No. 333-63215) on September 10, 1998.

     2/  Incorporated  by reference  to  Pre-Effective  Amendment  No. 2 of this
         Registration Statement (File No. 333-63215) on January 15, 1999.

   
     3/  Incorporated  by reference  to  Pre-Effective  Amendment  No. 3 of this
         Registration Statement (File No. 333-63215) on February 1, 1999.
    



<PAGE>


                                     Part II

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

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

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

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


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




<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant, Transamerica Occidental Life Separate Account VUL-2, has duly caused
this  registration  statement  to be  signed on its  behalf  by the  undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Los  Angeles,  and the State of  California,  on this 26th day of
February, 1999.

               Transamerica Occidental Life Separate Account VUL-2
                                  (Registrant)

(SEAL)






Attest:___________________________       By:__________________________________
         (Title)                                     (Name)  David M. Goldstein
                                                       (Title)  Vice President
                 Transamerica Occidental Life Insurance Company

Pursuant  to the  requirements  of the  Securities  Act  of  1933,  Transamerica
Occidental Life Insurance Company has duly caused this registration statement to
be signed on its behalf by the undersigned  thereunto duly  authorized,  and its
seal to be hereunto affixed and attested, all in the City of Los Angeles and the
State of California, on the 26th day of February, 1999.

                 Transamerica Occidental Life Insurance Company
(SEAL)



Attest:___________________________       By:____________________________________
         (Title)                                     (Name)   David M. Goldstein
                                                     (Title)  Vice President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed  below by the  following  persons in the  capacities
indicated on the date(s) set forth below.
<TABLE>
<CAPTION>

Signatures                                  Titles                                      Date
<S>                                <C>                                        <C>
______________________*             Director, Chairman,                         February 26, 1999
Thomas J. Cusack                    President and Chief Executive Officer

_____________________*              Director                                    February 26, 1999
James W. Dederer

_____________________*              Director                                    February 26, 1999
George A. Foegele

______________________*             Director                                    February 26, 1999
David E. Gooding


<PAGE>



______________________*             Director                                    February 26, 1999
Edgar H. Grubb

______________________*             Director                                    February 26, 1999
Frank C. Herringer

______________________*             Director                                    February 26, 1999
Richard N. Latzer

______________________*             Director                                    February 26, 1999
Karen MacDonald

______________________*             Director                                    February 26, 1999
Gary U. Rolle'

_____________________*              Director                                    February 26, 1999
Paul E. Rutledge III

______________________*             Director                                    February 26, 1999
T. Desmond Sugrue

______________________*             Director                                    February 26, 1999
Nooruddin S. Veerjee

______________________*             Director                                    February 26, 1999
Robert A. Watson

</TABLE>

________________________________________    
*By: David M. Goldstein                     
                                            
          On  February  26,  1999 as  Attorney-in-Fact  pursuant  to  powers  of
          attorney previously filed and filed herewith,  and in his own capacity
          as Vice President.
<PAGE>
45

                                 PROSPECTUS FOR

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

                                    Issued By

                 Transamerica Occidental Life Insurance Company

              Offering 17 Sub-Accounts Under Separate Account VUL-2

                                 In Addition to:

                                 A Fixed Account
<TABLE>
<CAPTION>


   
                                Portfolio Options
    
<S>            <C>                                     <C>
                  Alger American Income & Growth              MFS VIT Research
   
                           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 Growth with Income
</TABLE>



          Please read and retain this prospectus.              
          It contains information you should know              
          before investing.                                    
                                                               
                                                               
          The SEC's web site is http://www.sec.gov

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



 Neither the SEC nor the state securities                
 commissions have approved this investment offering      
 or determined that this prospectus is accurate or       
 complete. Any representation to the contrary is a       
 criminal offense.                                       
                                                         
         You bear the  entire  investment  risk for all  assets you place in the
         sub-accounts. Additionally, please analyze any current policies you may
         own before investing in this policy. It may not be to your advantage to
         replace existing insurance with this policy.








                                               May 1, 1999




<PAGE>
<TABLE>
<CAPTION>


TABLE OF CONTENTS
SUMMARY  4
<S>                                                                                                      <C>
PERFORMANCE INFORMATION. .................................................................................4
DESCRIPTION OF THE COMPANY, SEPARATE ACCOUNT,
AND UNDERLYING FUNDS.
 ....................................................................................4
INVESTMENT OBJECTIVES AND POLICIES........................................................................4
INVESTMENT ADVISORY SERVICES..............................................................................4
THE CONTRACT..............................................................................................4
      Applying for a Contract.............................................................................4
      Free Look Period....................................................................................4
      Conversion Privilege................................................................................4
      Payments............................................................................................4
      Allocation of Payments..............................................................................4
      Transfer Privilege..................................................................................4
      Death Benefit.......................................................................................4
      Guaranteed Death Benefit Rider......................................................................4
      Contract Value......................................................................................4
      Payment Options.....................................................................................4
      Optional Insurance Benefits.........................................................................4
      Surrender...........................................................................................4
      Partial Withdrawal..................................................................................4
CHARGES AND DEDUCTIONS....................................................................................4
      Monthly Deductions..................................................................................4
      Daily Deductions....................................................................................4
      Surrender Charge....................................................................................4
      Partial Withdrawal Costs............................................................................4
      Transfer Charges....................................................................................4
CONTRACT LOANS............................................................................................4
CONTRACT TERMINATION AND REINSTATEMENT....................................................................4
OTHER CONTRACT PROVISIONS.................................................................................4
TAXATION OF THE CONTRACTS.................................................................................4
      The Company and The Separate Account................................................................4
      Taxation of The Contracts...........................................................................4
VOTING RIGHTS.............................................................................................4
DIRECTORS AND PRINCIPAL OFFICERS..........................................................................4
DISTRIBUTION..............................................................................................4
REPORTS  4
SERVICES 4
LEGAL PROCEEDINGS.........................................................................................4
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.........................................................4
PREPARING FOR YEAR 2000...................................................................................4
FURTHER INFORMATION.......................................................................................4
MORE INFORMATION ABOUT THE FIXED ACCOUNT..................................................................4
INDEPENDENT ACCOUNTANTS...................................................................................4
FINANCIAL STATEMENTS......................................................................................4
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE.........................................................A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS.................................................................B-1
APPENDIX C -- PAYMENT OPTIONS.............................................................................C-1
APPENDIX D -- ILLUSTRATIONS...............................................................................D-1
APPENDIX E -- SPECIAL TERMS...............................................................................E-1

</TABLE>


<PAGE>




 SUMMARY

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

The contract provides insurance  protection for the named  beneficiary.  It is a
modified endowment  contract for federal income tax purposes,  except in certain
circumstances  described  in Taxation of the  Contracts.  If you receive a loan,
distribution  or other  amounts,  you will be taxed  to the  extent  income  has
accumulated in the contract. Death benefits are generally not subject to federal
income tax. See Taxation of the Contracts on page 47.

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

What is the Contract's Objective?

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

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

          Payment options that can guarantee an income for life;

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

          Experienced, professional investment advisers; and

          Tax deferral on earnings while your money is accumulating.

The contract  combines  features and benefits of traditional life insurance with
the advantages of professional  money  management.  Unlike the fixed benefits of
ordinary life insurance,  the contract value will increase or decrease depending
on investment results.  Unlike traditional insurance policies,  the contract has
no fixed schedule for payments.
 Who Are the Key Persons Under the Contract?

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

What Happens When the Insured Dies?

We will pay the net death benefit to the beneficiary when the insured dies while
the  contract  is in  effect.  If the  contract  was  issued as a  second-to-die
contract,  the net death benefit will be paid on the death of the last surviving
insured.

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

     the face  amount,  that is,  the  amount of  insurance  determined  by your
payment; or

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

          whichever is greater.

 The net death benefit is the death benefit:

           less any outstanding loan;

           rider charges; and

           monthly deductions due and unpaid

 through the contract month in which the insured dies; as well as,

           any unpaid partial withdrawals,

           withdrawal transaction fees; and

           applicable surrender charges.

After the final payment date,  if the  guaranteed  death benefit rider is not in
effect, the net death benefit is:

   
      101% of the  contract  value The  guideline  minimum sum insured  less any
outstanding loan;
    

          Any due and unpaid partial withdrawals,

          Withdrawal transaction fees; and

          Applicable surrender charges.

      under one of the company's benefit payment options.

If the guaranteed  death benefit rider is in effect on the final payment date, a
guaranteed  death  benefit  will be  provided  unless the rider is  subsequently
terminated. The guaranteed death benefit will be either:

          The face amount as of the final payment date; or

   
      101% of the  contract  value The  guideline  minimum sum insured as of the
         date 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.  See  Guaranteed  Death
Benefit Rider on page ___.

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

This range of  investment  choices  allows you to allocate  your money among the
sub-accounts to meet your investment  needs. You may allocate payments and value
among up to:

          seventeen sub-accounts; and

          the fixed account.

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.

What Are the Investment Objectives of the Portfolios?

A summary of investment  objectives of the portfolios is set forth below. 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 the Alliance  Variable Products Series
          Fund, Inc. seeks growth of capital by pursuing  aggressive  investment
          policies.

The Capital Appreciation  Portfolio of the Dreyfus Variable Investment Fund is a
diversified  portfolio,  the primary investment objective of which is to provide
long-term  capital growth  consistent with the preservation of capital;  current
income is a secondary investment objective.

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

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

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

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

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

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

   
The Fixed Income  Portfolio of the 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 or EAFE countries.
    

The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through  investment in a portfolio  consisting of common stocks,  bonds and
cash  equivalents,  the  percentages  of which will vary based on the  adviser's
assessments of the relative outlook for such investments.

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified  portfolio  consisting  primarily of equity
securities of companies with market capitalizations of under $1 billion.

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

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

Can I Make Transfers Among the Sub-Accounts and the Fixed Account?

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

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

How Much Can I Invest and How Often?

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

What If I Need My Money?

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

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

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

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

A loan, surrender or partial withdrawal may have tax consequences.  See Taxation
of Contracts.

Can I Make Future Changes Under My Contract?

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

         Cancel your contract under its right to cancel provision;

         Transfer your ownership to someone else;

         Change the beneficiary;

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

         Make  transfers of the contract  value among the fixed  account and the
        sub-accounts,  with no federal  income taxes incurred under current law;
        and

         Add or remove certain optional insurance benefits provided by rider.

Can I Convert My Contract Into a Non-Variable Contract?

Yes. You can convert your  contract  without  charge  during the first 24 months
after the date of issue.  On  conversion,  we will  transfer  the portion of the
contract value in the  sub-accounts  to the fixed account.  We will allocate any
future payments to the fixed account, unless you instruct us otherwise.



What Charges Will I Incur Under My Contract?

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

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

           0.30% on an annual basis for the administrative expenses;

   
           A deduction for the cost of insurance,  which varies depending on the
          type of contract and underwriting class;
    

           0.40% on an annual  basis for  distribution  expenses  deducted  only
          during the first ten Contract years; and

           0.20% on an annual basis for federal,  state and local taxes deducted
          only during the first ten contract years.

The following daily charge is deducted from the separate account:

      a $25  transfer  charge for  transfers in excess of eighteen in a contract
      year may be assessed.  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.
          0.80% on an annual basis for the mortality and expense risks.

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

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

   
          We will charge for surrenders and partial withdrawals in excess of the
         free 10%  withdrawal  amount  during  the first  nine  contract  years,
         adjusted for reinstatements;
          We may charge a transaction fee for partial withdrawals, equal to 2%
 of the amount withdrawn up to a
         $25 maximum.  Currently, no charge is imposed; and

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

 See Partial Withdrawal Costs on page _____ and Transfer Charges on page ______.

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

What Are the Expenses and Fees of the Portfolios?

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




<PAGE>





<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.  Actual  expenses in future years may be
higher or lower than these figures.
    

Notes to Portfolio Expenses table:

   
(1)      From time to time, the portfolios' investment advisers, each in its own
         discretion,  may  voluntarily  waive all or part of their  fees  and/or
         voluntarily  assume certain portfolio  expenses.  The expenses shown in
         the  portfolio  expenses  table are the  expenses  paid for  1998.  The
         expenses shown in the table reflect a portfolio's  adviser's waivers of
         fees or reimbursement of expenses,  if applicable,  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 1999,  except for Alliance VPF Premier
         Growth,  for  which  the  management  fee,  other  expenses  and  total
         portfolio annual expenses for 1999,  without waivers or reimbursements,
         are  estimated to be ____%,  _____% and _____%,  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>

                                                            Management         Other        Total Portfolio
   
         Portfolio                                              Fee           Expenses      Annual 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         0.80             1.98             2.78
         Magnum
         Transamerica VIF Growth                               0.75             0.23             0.98
</TABLE>

         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,   at  page  ____  and  in  the  prospectuses  for  the
         portfolios.






<PAGE>


What  Charges  Will I  Incur  If I  Surrender  My  Contract  Or  Make A  Partial
Withdrawal?

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

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

   
          Partial  Withdrawal  Costs  -- We  deduct  from the  contract  value a
         surrender  charge on a  withdrawal  exceeding  the free 10%  withdrawal
         amount,  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.

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.

How is My Contract Taxed?

The contract has been  designed to be a modified  endowment  contract.  However,
under Section 1035 of the Internal Revenue Code an exchange of:

     (1) a life insurance contract entered into before June 21, 1988, or

     (2) a life  insurance  contract  that is not  itself a  modified  endowment
contract

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

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

PERFORMANCE INFORMATION

The contracts were first offered to the public in 1999. However, the company may
advertise total return and average annual total return  performance  information
based on the periods that the portfolios have been in existence.

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

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

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

Performance  information  under  the  contracts  is net of  portfolio  expenses,
monthly  deductions and surrender  charges.  We take a  representative  contract
owner and assume that:

          the insured is a male age 55, standard, non-tobacco user underwriting
         class, issued under simplified underwriting guidelines;

          the contract owner had allocations in each of the sub-accounts for the
         portfolio durations shown; and

          there was a full surrender at the end of the applicable period.

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

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

          Standard & Poor's 500 Stock Index, the S&P 500;

          Dow Jones Industrial Average, the DJIA;

          Shearson Lehman Aggregate Bond Index;

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

othergroups 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 I
   
       Average Annual Total Returns for Periods Ending December 31, 1997,
         Since Inception of the Portfolios And Net of Portfolio Expenses
    
             Sub-Account Charges All Monthly Deductions for Charges;
                       Assuming Surrender of the Contract.

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

- ----------------------------------------------------------------------------------------------------------------------
                                                                                           10 Year or
                                                                                          Life of the       Number
                                                                                         Portfolio (if        of
                                                                                          Less than 10   Years Since
                                                                                          Years Since     Portfolio
                                                                              5 Year       Portfolio      Inception
                                                                              Average      Inception)      (if Less
                  Sub-Account                     Portfolio   1 Year Total    Annual     Average Annual    than 10
               Investing in the                   Inception      Return        Total      Total Return      Years)
            Corresponding Portfolio                 Date                      Return
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>   <C>                                                     
Alger American Income & Growth                    11/15/88                                                   N/A
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                       1/14/91                                                   7.96
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                        6/26/92                                                   6.52
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                   4/05/93                                                   5.74
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                              8/31/90                                                   8.34
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                               9/13/93                                                   5.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                       9/13/93                                                   5.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                            7/24/95                      N/A                          3.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                        10/09/95                      N/A                          3.23
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                   7/26/95                      N/A                          3.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF Fixed Income         1/02/97                      N/A                          2.00
    
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF High Yield           1/02/97                      N/A                          2.00
    
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF International        1/02/97                      N/A                          2.00
Magnum
    
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                  8/01/88                                                   N/A
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)                8/01/88                                                   N/A
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth (3)                       2/26/69                                                   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 , 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 II

       Average Annual Total Returns for Periods Ending December 31, 1997,
                        Since Inception of the Portfolios
               Excluding Monthly Deductions And Surrender Charges

The  following  performance  information  is  based  on  the  periods  that  the
portfolios have been in existence.  The performance  information is net of total
portfolio  expenses  and all  sub-account  charges.  The data  does not  reflect
monthly deductions (charges) under the contracts or surrender charges.
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                                                                                           10 Year or
                                                                                          Life of the       Number
                                                                                         Portfolio (if        of
                                                                                          Less than 10   Years Since
                                                                                          Years Since     Portfolio
                                                                              5 Year       Portfolio      Inception
                                                                              Average      Inception)      (if Less
                  Sub-Account                     Portfolio   1 Year Total    Annual     Average Annual    than 10
               Investing in the                   Inception      Return        Total      Total Return      Years)
            Corresponding Portfolio                 Date                      Return
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>   <C>                                                     
Alger American Income & Growth                    11/15/88                                                   N/A
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                       1/14/91                                                   7.96
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                        6/26/92                                                   6.52
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                   4/05/93                                                   5.74
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                              8/31/90                                                   8.34
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                               9/13/93                                                   5.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                       9/13/93                                                   5.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                            7/24/95                      N/A                          3.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                        10/09/95                      N/A                          3.23
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                   7/26/95                      N/A                          3.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF Fixed Income         1/02/97                      N/A                          2.00
    
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF High Yield           1/02/97                      N/A                          2.00
    
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF International        1/02/97                      N/A                          2.00
Magnum
    
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                  8/01/88                                                  10.42
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)                8/01/88                                                  10.42
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth (3)                       2/26/69                                                   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,
       the  characteristics  and quality of the portfolio in which a sub-account
       invests, and the market conditions during the given time period.

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























<PAGE>


                          DESCRIPTION OF TRANSAMERICA,
                              THE SEPARATE ACCOUNT
                                       AND
                                 THE PORTFOLIOS

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

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

The  separate  account  currently  has  seventeen   sub-accounts  available  for
investment, each of which invests solely in a specific corresponding mutual fund
portfolio. Changes to the sub-accounts may be made at our discretion.

The Portfolios:  The portfolios are open-end management  investment companies or
portfolios of series,  open-end  management  companies  registered  with the SEC
under  the  1940 Act and are  usually  referred  to as  mutual  funds.  This SEC
registration  does not involve SEC  supervision of the investments or investment
policies  of the  portfolios.  Shares of the  portfolios  are not offered to the
public but solely to the insurance company separate accounts and other qualified
purchasers as limited by federal tax laws.

These  portfolios  are not the same as mutual  funds that may have very  similar
names that are sold  directly to the public.  The assets of each  portfolio  are
held separate from the assets of the other portfolios.  Each portfolio  operates
as a separate investment vehicle.  The income or losses of one portfolio have no
effect on the investment  performance  of another  portfolio.  The  sub-accounts
reinvest dividends and/or capital gains distributions  received from a portfolio
in more shares of that portfolio as retained assets.

     The  Sub-Accounts  Available  Under the  Contracts  Invest in the Following
     Portfolios:

Income and Growth Portfolio
              of
The Alger American Fund

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

The Capital Appreciation Portfolio,
                          &
The Small Cap Portfolio
                         of
The Dreyfus Variable Investment Fund

The Balanced Portfolio,
                         &
The Worldwide Growth Portfolio
                        of
The Janus Aspen Series

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

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

The Managed Portfolio
                   &
The Small Cap Portfolio
                  of
The OCC Accumulation Trust

The Growth Portfolio
                   &
The 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,  that is, before any fee waivers.  The portfolio's
prospectuses  contain more detailed  information on the  portfolio's  investment
objectives, restrictions, risks, expenses and advisers.

The Income and Growth Portfolio of the Alger American Fund seeks,  primarily,  a
high level of dividend income.  Capital appreciation is a secondary objective of
the portfolio. 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 of a limited number
of large, carefully selected,  high-quality U.S. companies that, in the judgment
of the adviser,  are likely to achieve superior  earnings  growth.  These equity
securities  will consist of common stocks,  securities  convertible  into common
stocks and rights and warrants to subscribe for or purchase  common stocks.  The
portfolio investments in the 25 such companies most highly regarded at any point
in  time  by  the  adviser  will  usually  constitute  approximately  70% of the
portfolio's  net assets.  The  portfolio  thus differs from more typical  equity
mutual  funds by investing  most of its assets in a  relatively  small number of
intensively   researched   companies.   The   portfolio   will,   under   normal
circumstances,  invest  at least  85% of the  value of its  total  assets in the
equity securities of U.S. companies.

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

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

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

The Small  Cap  Portfolio  of the  Dreyfus  Variable  Investment  Fund  seeks to
maximize  capital  appreciation.  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,  that is, 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 as emerging growth  companies.  While the
portfolio  will invest  primarily  in common  stocks,  the  portfolio  may, to a
limited  extent,  seek  appreciation  in other types of securities such as fixed
income  securities,  which may be unrated,  convertible  securities and warrants
when relative values make such purchases appear  attractive either as individual
issues or as types of securities in certain economic environments. The portfolio
may  invest  in  non-convertible   fixed  income  securities  rated  lower  than
investment  grade,  commonly  known  as junk  bonds,  or in  comparable  unrated
securities,  when, in the opinion of the adviser,  such an investment presents a
greater  opportunity for  appreciation  with comparable risk to an investment in
investment grade securities.

Under normal market conditions the portfolio will invest not more than 5% of its
nets assets in these  securities.  Consistent with its investment  objective and
policies described above, the portfolio may also invest up to 25%, and generally
expects to invest  not more than 15% of its net  assets in  foreign  securities,
including  emerging market securities and Brady Bonds, which are not traded on a
U.S. exchange.

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

The  Growth  with  Income  Series  of the MFS  Variable  Insurance  Trust  seeks
reasonable  current  income and  long-term  growth of capital and income.  Under
normal market  conditions,  the portfolio will invest at least 65% of its assets
in equity securities of companies that are believed to have long-term  prospects
for growth and  income.  Equity  securities  in which the  portfolio  may invest
include the following:  common  stocks,  preferred  stocks and preference  (some
other  descriptor may have been intended here.  E.H.) 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  known  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 Asset Management Inc.
    
     Management Fee: 0.80% of the first $500 million plus 0.75% of the next $500
     million plus 0.70% of the assets over $1 billion.

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

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

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

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

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

     Adviser:  Transamerica  Occidental  Life  Insurance  Company.  Sub-Adviser:
     Transamerica Investment Services, Inc.
Management Fee:  0.75%.

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

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

If there is a  material  change  in the  investment  objective  or  policy  of a
portfolio,  we  will  notify  you of the  change.  If you  have  contract  value
allocated to that  portfolio,  you may  reallocate the contract value to another
portfolio  or to the fixed  account  without  charge.  For you to exercise  your
rights, we must receive your written request within 60 days of the later of the:

     effective  date of the  material  change  in the  investment  objective  or
policy; or

          receipt of the notice of your right to transfer.







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 Right to Cancel.  We will  initially
allocate your sub-account  investments to the sub-account investing in the money
market  portfolio.  We will reallocate all amounts  according to your investment
choices no later than the  expiration  of four  calendar days plus the number of
days under the state free look period.  This period  usually  lasts for 10 days,
but is longer in some circumstances.

If your initial payment is equal to the amount of the guideline  single premium,
the  contract  will be issued  with the  guaranteed  death  benefit  rider at no
additional cost. If the guaranteed death benefit rider is in effect on the final
payment date, a guaranteed net death benefit will be provided  thereafter unless
the guaranteed  death benefit rider is subsequently  terminated.  The guaranteed
death benefit rider may be not available in all jursidictions.

Free Look Period

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

If your contract  provides for a full refund under its right to cancel provision
as  required in your state,  your  refund will be your entire  payment.  If your
contract does not provide for a full refund, you will receive:

          Amounts allocated to the fixed account; plus

          The contract value in the sub-accounts; plus

          All fees, charges and taxes which have been imposed.

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

Conversion Privilege
Within 24 months of the date of issue,  you can  convert  your  contract  into a
non-variable  contract by transferring all contract value in the sub-accounts to
the fixed account.  The conversion  will take effect at the end of the valuation
period in which we receive,  at our Variable Life Service Center,  notice of the
conversion  satisfactory to us. There is no charge for this conversion.  We will
allocate  any future  payments  to the fixed  account,  unless you  instruct  us
otherwise.

Payments

The contracts are designed for a large single payment to be paid by 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
payments  may not cause  total  payments  to exceed the  maximum  payment on the
specifications pages of your contract. Additional payments may be accepted by us
subject to our underwriting approval if the payment would increase the amount of
the death benefit.  No additional  payment may be less than $10,000  without our
consent except as necessary to keep a contract in force.

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

Allocation of Payments

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

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

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

Transfer Privilege

At any time prior to the election of a 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 day period  since the last  transfer  from
     the fixed account; and

          The amount  transferred  from the fixed  account in each transfer does
         not exceed the lesser of $100,000 or 25% of the contract value.

These limitations do not apply to automatic transfers from the fixed account you
elect to make under the dollar cost averaging option.

You may apply for automatic transfers under either the dollar cost averaging, or
DCS option or the automatic  account  rebalancing,  or AAR option, by submitting
your written request to our Variable Life Service Center. Transfers under either
DCA or AAR are generally  effective on the 15th day of each scheduled  month. If
your  written  request is  received  by us prior to the 15th of the month,  your
option  may  begin as early as the 15th of the  month in which we  receive  your
request.  Otherwise, your option may begin as early as the 15th of the following
month.  You may cancel your election of an option by written request at any time
with  regard to future  transfers.  The DCA option and the AAR option may not be
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, or AAR

Once your  payments  and  requested  transfers  have been  allocated  among your
sub-account  choices,  the  performance  of  each  sub-account  may  cause  your
allocation to shift such that the relative value of one or more  sub-accounts is
no longer consistent with your overall  objectives.  Under the 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

         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.  The  beneficiary  may receive the net death  benefit in a lump sum or
under a benefit  payment  option,  unless the  benefit  payment  option has been
restricted  by the contract  owner.  The net death  benefit is the amount of the
death benefit reduced by certain amounts,  as described below. The amount of the
death benefit in some instances  depends on whether the guaranteed death benefit
rider is in effect on the contract at the time of the insured's death.

Guaranteed Death Benefit Rider

Not available in all  jursidictions.  If at the time of issue the contract owner
has made payments equal to 100% of the guideline  single  premium,  a guaranteed
death benefit rider will be added to the contract at no  additional  charge,  if
the rider is  available  in your state.  The  contract  will not lapse while the
guaranteed  death benefit rider is in force.  The guaranteed death benefit rider
will terminate and may not be reinstated on the first to occur of:

          Foreclosure of the outstanding loan;

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

          Your written request to terminate the rider.




Death Benefit and Net Death Benefit

Through the final payment date, the death benefit is equal to the greater of :

          the face amount; or

          the guideline minimum sum insured.

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

          the death benefit, minus

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

If the  guaranteed  death  benefit rider is in effect on the final payment date,
and is not  subsequently  terminated,  then the  death  benefit  after the final
payment date is the greater of:

          the face amount on the final payment date; or

   
      101% of the  contract  value the  guideline  minimum sum insured as of the
         date due proof of death is received by us.
    

The net death  benefit  after the final  payment  date if the  guaranteed  death
benefit rider is in effect is:

          the death benefit, minus

          any outstanding loan, through the month in which the insured dies.

   
If the guaranteed  death benefit rider is not in effect,  then the death benefit
after the final payment date is the guideline minimum sum insured as of the date
due proof of death is received by us.
    

The net death  benefit  after the final  payment  date if the  guaranteed  death
benefit rider is not in effect is:

          the death benefit, minus

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


Guideline Minimum Sum Insured

The guideline  minimum sum insured is a percentage of the contract  value as set
forth in Appendix A - Guideline  Minimum Sum Insured.  The guideline minimum sum
insured is computed based on federal  income tax  regulations to ensure that the
contract  qualifies as a life insurance contract and that the insurance proceeds
generally will be excluded from the gross income of the beneficiary.

Illustration

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

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

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

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

Option to Accelerate Death Benefits, Living Benefits Rider


Subject to state law and approval, you may elect to add the option to accelerate
death benefits,  the living benefits rider to your contract.  This rider is only
available for contracts providing insurance coverage on a single life. The rider
is not available on second-to-die contracts.  There is no direct charge for this
rider.  The rider allows you to receive a portion of the net death benefit while
the insured is alive,  subject to the conditions of the rider.  You may submit a
written  request to receive the living  benefit under this rider if the contract
is in force and a qualified  physician certifies that the insured has an illness
or physical condition which is likely to result in the insured's death within 12
months. You may receive the living benefit either in a single sum or in 12 equal
payments. The option may only be exercised once under the contract.

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

          one-half of the death benefit on the date the option is elected; or

          the amount that would reduce the face   amount to our current minimum
         issue limit; or

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

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

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

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

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

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

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

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

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

Contract Value

The contract value is the total value of your contract. It is the sum of:

          your accumulation in the fixed account, plus

          the value of your units in the sub-accounts.

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

Your contract value is affected by the:

          Amount of your payments;

          Interest credited in the fixed account;

          Investment performance of the sub-accounts you select;

          Partial withdrawals;

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

          Charges and deductions under the contract.

Computing Contract Value

We compute the contract value on the date of issue and on each  valuation  date.
On the date of issue, the contract value is:

your payment plus any interest  earned during the period it was allocated to the
fixed account, 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.

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 occur
     during the current valuation period, divided by

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

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

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

Benefit Payment Options

The net death  benefit  payable may be paid in a single sum or under one or more
of the benefit  payment  options then offered by the  company.  Benefit  payment
options  are paid from the general  account and are not based on the  investment
experience  of the separate  account.  These  benefit  payment  options also are
available at the maturity date or if the contract is surrendered. If no election
is made, we will pay the net death benefit in a single sum.

Optional Insurance Benefits

You may add an optional insurance benefit to the contract by rider, as described
in Appendix B - Optional  Insurance  Benefits.  The cost of  optional  insurance
benefits, if any, becomes part of the monthly insurance protection charge.

Surrender

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

          the contract value, minus

          any outstanding loan and surrender charges.

We will compute the surrender  value on the  valuation  date on which we receive
your written  request for  surrender.  We will deduct a surrender  charge if you
surrender the contract  within nine full contract years of the date of issue. If
you reinstate your contract,  however, your surrender charges upon reinstatement
will be the charges  which  applied on the date of default,  and contract  years
will be adjusted  accordingly.  The surrender value may be paid in a lump sum or
under a benefit  payment  option then  offered by us. We will  normally  pay the
surrender value within seven days following our receipt of your written request.
We may  delay  benefit  payments  under  the  circumstances  described  in OTHER
CONTRACT PROVISIONS - Delay of Benefit Payments.

The surrender  value will  generally be includible in gross income to the extent
that the  surrender  value plus any  outstanding  loan at the time of  surrender
exceeds  the tax  basis in the  contract.  In  addition,  if the  contract  is a
modified endowment contract,  or MEC, a 10% federal tax penalty may apply to the
taxable portion of the surrender value if the contract owner is less than 59 1/2
years old at the time of the  distribution.  See Taxation of the  Contracts  for
important information about surrenders.

Partial Withdrawal

You may withdraw part of the contract value 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. We will normally pay the partial withdrawal within seven days following
our receipt of the written  request.  We may delay payment as described in OTHER
CONTRACT PROVISIONS - Delay of Benefit Payments.

If the contract is  considered a modified  endowment  contract or MEC, a partial
withdrawal  will be  includible  in gross income on an  income-out-first  basis.
Additionally,  a 10% federal  tax penalty may apply to the taxable  portion of a
partial  withdrawal  if the contract  owner is less than 59 1/2 years old at the
time  of  the  distribution.   See  Taxation  of  the  Contracts  for  important
information about partial withdrawals.


CHARGES AND DEDUCTIONS

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

Monthly Deductions

On the  monthly  processing  date,  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.

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 payments.  To enable
us to pay this excess of the death  benefit over the contract  value,  a monthly
cost of insurance  charge is deducted.  This charge varies depending on the type
of contract  and the  underwriting  class of the  insured.  In no event will the
current  deduction  for the cost of  insurance  exceed  the  guaranteed  maximum
insurance protection rates set forth in the contract. These guaranteed rates are
based on the Commissioners  1980 Standard Ordinary  Mortality Tables,  (age last
birthday  tobacco user or  non-tobacco  user).  and the insured's sex (Mortality
Table B for unisex contracts and Mortality Table D for second-to-die  contracts)
and  age..  There are  appropriate  adjustments  in the  rates for  non-standard
ratings.  The  tables  used for  this  purpose  set  forth  different  mortality
estimates for males and females and for tobacco user and  non-tobacco  user. Any
change in the insurance  protection rates will apply to all insureds of the same
age, sex and underwriting  class whose contracts have been in force for the same
period.
    

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

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

   
Simplified  underwriting  applies  to all  applications  which  meet  all  ofour
simplified underwriting guidelines. These guidelines include:

      the insured ( the younger insured for  second-to-die  applications)  is at
     least 35 years old but not older than 80 on the date of issue;

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


     No adverse health  conditions are Information  disclosed on the application
     is consistent with our current simplified underwriting guidelines.
    

           Any  application  which  does not meet all of the  conditions  listed
           above  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  investment  advisory  fee  and  other  expenses  of  the
          portfolios  whose shares the sub-accounts  purchase.  The prospectuses
          and statements of additional  information  of the  portfolios  contain
          more information concerning the fees and expenses.

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


<PAGE>



          Surrender
          Charge

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

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

</TABLE>

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



<PAGE>



   
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 CONRACT - Applying for a Contract; and,

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

Contract Loans

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

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

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

Preferred Loan Option

Any portion of the outstanding loan that represents:

     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:


<PAGE>
<TABLE>
<CAPTION>



- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
    Beginning           Unloaned           Beginning          Unloaned          Beginning        Unloaned
 of Contract Year    Gain Available    of Contract Year    Gain Available      of Contract    Gain Available
                                                                                  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 and see TAXATION OF THE CONTRACTS.





<PAGE>


Loan Interest Charged

Interest  accrues daily at the annual rate of 6.0%.  Interest is due and payable
in arrears at the end of each contract year or for as short a period as the loan
may exist.  Interest not paid when due will be added to the outstanding  loan by
transferring  the portion of the contract value equal to the interest due to the
fixed account. The interest due will bear interest at the same rate.

Repayment of Outstanding Loan

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

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

Effect of Contract Loans

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

We will deduct any outstanding  loan from the proceeds  payable when the insured
dies or from a surrender.  If the outstanding  loan on your contract exceeds the
contract value minus surrender charges,  the contract will be in default.  There
is no charge imposed  solely  because the contract goes into default.  If you do
not pay the required premium within the grace period, however, the contract will
terminate without value.

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

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

If the contract is  considered  a modified  endowment  contract,  or MEC, a loan
taken  from  the   contract   will  be   includible   in  gross   income  on  an
income-out-first basis. Additionally, a 10% federal tax penalty may apply to the
taxable portion of a loan if the contract owner is less than 59 1/2 years old at
the time of the distribution.

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.

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

   
      aA payment or  reinstatement of any loan against the contract that existed
at the end of the grace period.
    

Contracts  which have been  surrendered  may not be  reinstated.  The guaranteed
death benefit rider may not be reinstated.

Surrender Charge

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

Contract Value on Reinstatement

The contract value on the date of reinstatement is:

          the payment  made to reinstate  the contract and interest  earned from
         the date the payment was received at our Variable Life Service  Center;
         plus

     the contract value less any outstanding loan on the date of default; plus

          the monthly deductions due on the date of reinstatement.

You may reinstate any outstanding loan.

OTHER CONTRACT PROVISIONS

Contract Owner

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

Beneficiary

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

Assignment

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

The Following Contract Provisions May Vary By State:

Limit on Right to Challenge the Contract

Except for fraud, unless such defense is prohibited by state law, or non-payment
of premium, we cannot challenge the validity of your contract if the insured was
alive after the contract has been in force for two years from the date of issue.
This provision does not apply to any riders providing benefits  specifically for
disability  or death by  accident.  We may also  challenge  the validity of your
contract for two years from the effective date of:

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

     (1) a life insurance contract entered into before June 21, 1988; or,

     (2) a life insurance contract that is not itself a MEC,

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

Modified Endowment Contracts

Special  rules  described  below apply to the tax  treatment  of loans and other
distributions under any life insurance contract that is classified as a modified
endowment  contract  or MEC under  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  (for  example,  upon a
withdrawal, death benefit reduction or termination of a rider benefit), during a
7-pay test period, the contract will be retested retroactively from the start of
such period by taking into account such reduced benefit level from such starting
date.
    

Generally,  any  increase  in death  benefits  or other  material  change in the
contract may be treated as  producing a new  contract  for 7-pay test  purposes,
requiring the start of a new 7-pay test period as of the date of such change.

Distributions Under Modified Endowment Contracts

Under 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. The amount received
is  treated  as  allocable  first to the  income in the  contract  and then to a
tax-free recovery of the contract's investment in the contract, or tax basis.
    

Generally,  a contract's  tax basis is equal to its total  premiums less amounts
recovered  tax-free.  To the extent that the  contract's  cash  value,  ignoring
surrender  charges  except upon a full  surrender,  exceeds its tax basis,  such
excess constitutes its income in the contract.

However,  under Code Section  72(e)(11)(A)(i),  where more than one MEC has been
issued to the same contract holder by the same insurer or an affiliate  during a
calendar year,  all such MECs are  aggregated  for purposes of  determining  the
amount of a distribution from any such MEC that is includible in gross income.

In addition,  any amount  includible in gross income from a MEC  distribution is
subject to a 10% penalty tax on premature  distributions  under 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 (for example,  in
certain split-dollar arrangements).
    

Under Code  Section  7702A(d) the MEC  distribution  rules apply not only to all
distributions  made  during  the  contract  year,  and later  years in which the
contract  fails  the  7-pay  test,  but  also  to  any  distributions   made  in
anticipation of such failure,  which is deemed to include any distributions made
during the two years prior to such failure.  The Treasury Department has not yet
issued regulations or other guidance  indicating what other distributions can be
treated as made in  anticipation  of such a failure or how,  that is, as of what
date,  should  income  in  the  contract  be  determined  for  purposes  of  any
distribution that is deemed to be made in anticipation of a failure.

Contract Loans

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.


<PAGE>







                       DIRECTORS AND PRINCIPAL OFFICERS OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>

<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.










<PAGE>




Distribution

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

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

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

We intend to recoup commissions and other sales expenses through:

         The distribution fee;

         The surrender charges; and

         Investment  earnings on amounts  allocated under contracts to the fixed
account.

Commissions paid on the contract,  including other  incentives or payments,  are
not charged to the contract owners or the separate account.


Reports

We will maintain the records for the separate account. We will promptly send you
statements of transactions under your contract, including:

          Payments;

          Transfers among sub-accounts and the fixed account;

          Partial withdrawals;

          Increases in loan amount or loan repayments;

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

          Reinstatement.

We will send an annual  statement  to you that will  summarize  all of the above
transactions  and  deductions of charges  during the contract year. It will also
set forth the status of the death  benefit,  contract  value,  surrender  value,
amounts in the sub-accounts  and fixed account,  and any contract loans. We will
send you reports containing  financial  statements and other information for the
separate account and the 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.

Shares of the portfolios are issued to other separate  accounts of  Transamerica
and its  affiliates  that fund  variable  annuity  contracts and that fund other
variable life contracts.  This is referred to as mixed funding. ** Shares of the
portfolios are also issued to other unaffiliated  insurance  companies.  This is
referred  to as shared  funding.  ** It is  conceivable  that in the future such
mixed  funding  or shared  funding  may be  disadvantageous  for  variable  life
insurance contract owners or variable annuity contract owners. 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 invoice 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.

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

Further Information

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

More Information About the Fixed Account

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

General Description

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

Fixed Account Interest

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

Transfers, Surrenders, Partial Withdrawals and Contract Loans

If a contract is  surrendered  or if a partial  withdrawal  is made, a surrender
charge  and/or  withdrawal  transaction  fee may be imposed.  We deduct  partial
withdrawals   from  contract   value   allocated  to  the  fixed  account  on  a
last-in/first  out basis.  The first 18 transfers  in a contract  year are free.
After  that,  we may  deduct  a  transfer  charge  not to  exceed  $25 for  each
additional  transfer in that contract year. The transfer privilege is subject to
our consent and to our then current rules.

Contract loans may also be made from the contract value in the fixed account. We
will credit  that part of the  contract  value that is equal to any  outstanding
loan with  interest at an effective  annual yield of at least 4.0%.  5.5% is the
interest rate 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, 1998, have
been  audited  by Ernst & Young  LLP,  515 South  Flower  Street,  Los  Angeles,
California 90071,  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
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 on as bearing upon
our  ability to meet our  obligations  under the  Contract.  They  should not be
considered as bearing on the investment performance of the Separate Account.
    

<PAGE>




                APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE

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


                       Guideline Minimum Sum Insured Table

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


</TABLE>




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










                                       A-1


<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.














<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>





APPENDIX E - 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 the contract year.  Attained age is used in the calculation of the
     guideline minimum sum insured.  BENEFICIARY: the person or persons you name
     to receive the net death benefit when the insured dies.
    

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

CONTRACT VALUE: the total value of your contract. It is the sum of the:

      value of the units of the sub-accounts credited to your contract; plus

      accumulation in the fixed account credited to 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.

GRACE PERIOD: the 62-day period beginning on:

(a)  the monthly  processing date on which the surrender value is less than zero
     and the contract lapses; or,

(b) the date on which the  outstanding  loan  exceeds  the  contract  value less
surrender charges.

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

      The contract value times

      A percentage based on the insured's attained age.

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

INSURANCE PROTECTION AMOUNT:  the death benefit less the contract value.

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

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

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

   
          MATURITY  DATE:  the contract  anniversary  immediately  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  month  to pay  for the  administration  charge,
          monthly insurance protection charge,  distribution fee the tax charge,
          and any rider charge.

          MONTHLY  INSURANCE  PROTECTION  CHARGE:  the  amount of money  that we
          deduct   from  the   contract   value   each  month  to  pay  for  the
          insuranceprotection 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:

   
     101% of the contract valuethe 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,  that is,
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 is located 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:
              1-800-782-8315.


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