SEPARATE ACCOUNT VUL 2 OF TRANSAMERICA OCCIDENTAL LIFE INS
485BPOS, 2000-04-26
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                         As filed with the Securities
                           and Exchange Commission on
                           April 26, 2000 Registration
                                  No. 333-63215

                                    811-08997


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6


                         Post-Effective Amendment No. 4


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

             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:
- --------------------------------------
James W. Dederer, Esq.
Executive Vice President, General Counsel
and Corporate Secretary
Transamerica Occidental Life Insurance Company
1150 South Olive Street
Los Angeles, CA 90015


           Copies to:
           ----------
           Frederick R. Bellamy, Esq.
           Sutherland, Asbill & Brennan LLP
           1275 Pennsylvania Avenue, N.W.
           Washington, D.C.  20004


It is proposed that this filing will become effective:


     _____immediately  upon  filing  pursuant  to paragraph (b)
     __x___ On May 1, 2000 pursuant to  paragraph  (b)
     _____60 days after filing pursuant to paragraph (a)(1)
     _____ On (date) pursuant to paragraph  (a)(1)
     _____On (date) pursuant to paragraph (a)(2) of Rule 485


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



<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>



                                        1
                                 PROSPECTUS FOR


                 TRANSAMERICA LINEAGE(R) VARIABLE LIFE INSURANCE

           A MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                    ISSUED BY

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

              OFFERING 19 SUB-ACCOUNTS UNDER SEPARATE ACCOUNT VUL-2

                         IN ADDITION TO A FIXED ACCOUNT


                 PORTFOLIOS ASSOCIATED WITH SUB-ACCOUNT OPTIONS


<TABLE>
<CAPTION>
<S>  <C>                                               <C>
       ALGER AMERICAN INCOME & GROWTH                   MS UIF EMERGING MARKETS EQUITY
       ALLIANCE VP GROWTH AND INCOME                    MS UIF FIXED INCOME
       ALLIANCE VP PREMIER GROWTH                       MS UIF HIGH YIELD
       DREYFUS VIF APPRECIATION                         MS UIF INTERNATIONAL MAGNUM
       DREYFUS VIF SMALL CAP                            OCC ACCUMULATION TRUST MANAGED
       JANUS ASPEN SERIES BALANCED                      OCC ACCUMULATION TRUST SMALL CAP
       JANUS ASPEN SERIES WORLDWIDE GROWTH              PIMCO VIT STOCKSPLUS GROWTH AND INCOME
       MFS VIT EMERGING GROWTH                          TRANSAMERICA VIF GROWTH
       MFS VIT GROWTH WITH INCOME                       TRANSAMERICA VIF MONEY MARKET
       MFS VIT RESEARCH


       PLEASE READ AND RETAIN THIS PROSPECTUS.          NEITHER THE SEC NOR THE STATE SECURITIES
       IT CONTAINS INFORMATION YOU SHOULD KNOW          COMMISSIONS HAVE APPROVED THIS INVESTMENT
       BEFORE INVESTING.                                OFFERING OR DETERMINED THAT THIS PROSPECTUS IS
                                                        ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE
                                                        CONTRARY IS A CRIMINAL OFFENSE.
       THE SEC'S WEB SITE IS HTTP://WWW.SEC.GOV
</TABLE>

       TRANSAMERICA'S WEB SITE IS
       HTTP://WWW.TRANSAMERICA.COM



YOU  BEAR  THE  ENTIRE   INVESTMENT  RISK  FOR  ALL  ASSETS  YOU  PLACE  IN  THE
SUB-ACCOUNTS.  ADDITIONALLY,  PLEASE  ANALYZE ANY CURRENT  POLICIES  YOU MAY OWN
BEFORE  INVESTING IN THIS  CONTRACT.  IT MAY NOT BE TO YOUR ADVANTAGE TO REPLACE
EXISTING INSURANCE WITH THIS CONTRACT.

EACH  CONTRACT  IS A  "MODIFIED  ENDOWMENT  CONTRACT"  FOR  FEDERAL  INCOME  TAX
PURPOSES,   EXCEPT  IN  CERTAIN  CIRCUMSTANCES  DESCRIBED  IN  TAXATION  OF  THE
CONTRACTS.  IF THE CONTRACT IS CLASSIFIED AS A MODIFIED ENDOWMENT CONTRACT,  ANY
CONTRACT  LOAN,  PARTIAL  WITHDRAWAL  OR  SURRENDER  MAY RESULT IN  ADVERSE  TAX
CONSEQUENCES AND/OR PENALTIES.




                                                MAY 1, 2000




<PAGE>

<TABLE>
<CAPTION>

TABLE OF CONTENTS
SUMMARY   4

<S>                                                                                                      <C>
PERFORMANCE INFORMATION. .................................................................................11
DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT
AND THE PORTFOLIOS .......................................................................................16
THE CONTRACT..............................................................................................22
      Applying for a Contract.............................................................................22
      Free Look Period....................................................................................22
      Conversion Privilege................................................................................23
      Payments............................................................................................23
      Allocation of Payments..............................................................................23
      Transfer Privilege..................................................................................24
      Dollar Cost Averaging...............................................................................24
      Automatic Account Rebalancing.......................................................................25
      Transfer Privileges Subject to Possible Limits......................................................25
      Death Benefit.......................................................................................25
      Guaranteed Death Benefit Rider......................................................................26
      Death Benefit and Net Death Benefit.................................................................26
      Guideline Minimum Sum Insured.......................................................................26
      Illustration........................................................................................26
      Option to Accelerate Death Benefits (Living Benefits Rider).........................................27
      Contract Value......................................................................................28
      Computing Contract Value............................................................................28
      The Unit............................................................................................28
      Net Investment Factor...............................................................................29
      Benefit Payment Options.............................................................................29
      Optional Insurance Benefits.........................................................................29
      Surrender...........................................................................................29
      Partial Withdrawal..................................................................................29
CHARGES AND DEDUCTIONS....................................................................................30
      Monthly Deductions..................................................................................30
      Daily Deductions....................................................................................31
      Surrender Charge....................................................................................31
      Partial Withdrawal Costs - Surrender Charges and Withdrawal Transaction Fees........................32
      Transfer Charges....................................................................................32
CONTRACT LOANS............................................................................................32
CONTRACT TERMINATION AND REINSTATEMENT....................................................................34
OTHER CONTRACT PROVISIONS.................................................................................35
FEDERAL TAX CONSIDERATIONS................................................................................36
      The Company and the Separate Account................................................................36
      Taxation of the Contracts...........................................................................37
VOTING RIGHTS.............................................................................................39
DIRECTORS AND PRINCIPAL OFFICERS OF TRANSAMERICA
         OCCIDENTAL LIFE INSURANCE COMPANY................................................................40
DISTRIBUTION..............................................................................................41
REPORTS  41
SERVICES 42
LEGAL PROCEEDINGS.........................................................................................42
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.........................................................42
FURTHER INFORMATION.......................................................................................43
MORE INFORMATION ABOUT THE FIXED ACCOUNT..................................................................43
INDEPENDENT AUDITORS......................................................................................43
FINANCIAL STATEMENTS......................................................................................44



<PAGE>


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



<PAGE>

</TABLE>



SUMMARY

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


The Transamerica Lineage(R) contract provides insurance protection for the named
beneficiary.  It is part of the  Transamerica  Series(R)  of variable  insurance
products.  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 37.


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:

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

o        payment options that can guarantee an income for life;

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

o        experienced, professional investment advisers; and

o        tax deferral on earnings while your money is accumulating.

The contract  combines  features and benefits of traditional life insurance with
the advantages of professional  money  management.  Unlike the fixed benefits of
ordinary life insurance,  the contract value will increase or decrease depending
on investment results.  Unlike traditional insurance policies,  the contract has
no fixed schedule for payments.
WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

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

WHAT HAPPENS WHEN THE INSURED DIES?

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

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

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

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


And the net death benefit is the death benefit:


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

o    any unpaid partial withdrawals,  withdrawal transaction fees and applicable
     surrender charges.

After the final payment date,  if the  Guaranteed  Death Benefit Rider is not in
effect, the net death benefit is the guideline minimum sum insured:

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


After the final payment date, if the Guaranteed Death Benefit Rider is in effect
on the final  payment date, a guaranteed  death benefit will be provided  unless
the rider is subsequently  terminated.  The guaranteed death benefit will be the
greater of:


o        the face amount as of the final payment date; or

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


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


The beneficiary may receive the net death benefit:

o        in a lump sum; or

o        under one of our benefit payment options.

CAN I EXAMINE THE CONTRACT?

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

If your contract  provides for a full refund under its right to cancel provision
as required in your state, your refund will be your entire payment.

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

o        amounts allocated to the fixed account; plus

o        the value of the units in the separate account; plus

o        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.


See Free Look Period on page 22.


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
nineteen  portfolios  from nine mutual fund families,  and offer a wide range of
investment objectives.



The available sub-accounts are as follows:


     Alger American  Income & Growth  Alliance VP Growth and Income  Alliance VP
     Premier Growth Dreyfus VIF Appreciation*  Dreyfus VIF Small Cap Janus Aspen
     Series Balanced Janus Aspen Series Worldwide Growth MFS VIT Emerging Growth
     MFS VIT Growth With Income MFS VIT Research MS UIF Emerging Markets Equity*
     Morgan Stanley Dean WitterMS UIF Fixed Income* Morgan Stanley Dean WitterMS
     UIF High Yield* Morgan Stanley Dean WitterMS UIF International  Magnum* OCC
     Accumulation  Trust  Managed  OCC  Accumulation  Trust  Small Cap PIMCO VIT
     StocksPLUS Growth and Income Transamerica VIF Growth Transamerica VIF Money
     Market

*Several  funds have changed their names,  These name changes have no reflection
on  the  investment  policies,  strategies,  management  or any  other  material
function  of the  funds.  The  Alliance  VP Growth and  Income  sub-account  was
formerly known as the Alliance VPF Growth and Income  sub-account.  The Alliance
VP Premier  Growth  sub-account  was formerly  known as the Alliance VPF Premier
Growth sub-account.  The Dreyfus VIF Appreciation sub-account was formerly known
as the Dreyfus VIF Capital Appreciation sub-account. The MS UIF Emerging Markets
Equity  sub-account  was formerly  known as the MSDW UF Emerging  Markets Equity
sub-account.  The MS UIF Fixed Income sub-account was formerly known as the MSDW
UF Fixed  Income  sub-account.  The MS UIF High Yield  sub-account  was formerly
known as the MSDW UF High Yield  sub-account.  The MS UIF  International  Magnum
sub-account was formerly known as the MSDW UF International Magnum sub-account.

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 all:


o        nineteen sub-accounts; and

o        the fixed account.

If your contract  provides for a full refund under its right to cancel provision
as required in your state,  after the contract is issued by us we will  allocate
all  sub-account  investments to the  sub-account  investing in the Money Market
portfolio of Transamerica  Variable  Insurance Fund, Inc., until the end of four
calendar  days plus the number of days under the state  free look  period.  This
period is usually 10 days, but longer under some  circumstances.  After this, we
will allocate all amounts to the sub-accounts as you have chosen.

The contract also offers a fixed account,  which  provides a guaranteed  minimum
interest rate of 4% annually on amounts  allocated to the fixed account.  We may
declare a higher  rate.  The fixed  account  is part of the  general  account of
Transamerica.  Amounts  in the fixed  account  do not vary  with the  investment
performance of a portfolio.

WHAT ARE THE INVESTMENT OBJECTIVES OF THE PORTFOLIOS?


The  sub-accounts  invest in a variety of  portfolios.  A summary of  investment
objectives of the  portfolios is set forth below.  BEFORE  INVESTING,  CAREFULLY
READ  PROSPECTUSES OF THE PORTFOLIOS THAT ACCOMPANY THIS PROSPECTUS.  Statements
of Additional  Information  for the portfolios  are available  without charge on
request.  There is no guarantee that the investment objectives of the portfolios
will be achieved.  The contract  value may be less than the  aggregate  payments
made to the contract.


THE INCOME & 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  APPRECIATION  PORTFOLIO  OF THE  DREYFUS  VARIABLE  INVESTMENT  FUND  seeks
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 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 and
long-term  growth of capital and future  income  while  providing  more  current
dividend  income than is  normally  obtainable  from a portfolio  of only growth
stocks.


THE RESEARCH SERIES OF THE MFS VARIABLE  INSURANCE TRUST seeks long-term  growth
of capital and future income.


THE  EMERGING  MARKETS  EQUITY   PORTFOLIO  OF  THE  MORGAN  STANLEY   UNIVERSAL
INSTITUTIONAL  FUNDS,  INC. seeks  long-term  capital  appreciation by investing
primarily in equity securities of issuers in emerging market countries.

THE FIXED INCOME PORTFOLIO OF THE MORGAN STANLEY UNIVERSAL  INSTITUTIONAL FUNDS,
INC. seeks above-average total return over a market cycle of three to five years
by investing  primarily in a diversified  mix of dollar  denominated  investment
grade fixed income  securities,  particularly  U.S.  government,  corporate  and
mortgage securities.

THE HIGH YIELD PORTFOLIO OF THE MORGAN STANLEY  UNIVERSAL  INSTITUTIONAL  FUNDS,
INC. seeks above-average total return over a market cycle of three to five years
by investing  primarily in high yield securities  (commonly referred to as "junk
bonds").

THE INTERNATIONAL MAGNUM PORTFOLIO OF THE MORGAN STANLEY UNIVERSAL INSTITUTIONAL
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  of  stocks  issued  by small
companies.


THE STOCKSPLUS GROWTH AND INCOME PORTFOLIO OF THE PIMCO VARIABLE INSURANCE TRUST
seeks to achieve a total return which  exceeds the total return  performance  of
the S&P 500.

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  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 are periodically  reallocated
according  to a  desired  mix or  choose  automatic  dollar  cost  averaging  to
gradually move funds into one or more sub-accounts.


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

HOW MUCH CAN I INVEST AND HOW OFTEN?

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

WHAT IF I NEED MY MONEY?

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

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

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

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

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

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

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

o        cancel your contract under its right to cancel provision;

o        transfer your ownership to someone else;

o        change the beneficiary;

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

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

o        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, we deduct the following monthly charges from the
contract value:


o        0.30% annually for the administrative expenses; and


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


And,  during the first ten contract  years  through the final  payment  date, we
deduct:


o        0.40% annually for distribution expenses; and

o        0.20% annually for federal, state and local taxes.


Additionally,  the following daily charge is deducted from the separate  account
for the duration of the contract:


o        0.80% annually for the mortality and expense risks.

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

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

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

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

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

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

WHAT ARE THE EXPENSES AND FEES OF THE PORTFOLIOS?


In addition to the charges  described above,  certain  management fees and other
expenses are deducted from the assets of the underlying  portfolios.  The levels
of fees and expenses vary among the  portfolios.  The following  table shows the
management  fees,  other expenses and the total portfolio annual expenses of the
portfolios for 1999. For more  information  concerning  these fees and expenses,
see the prospectuses of the portfolios.




<PAGE>

<TABLE>
<CAPTION>

                               PORTFOLIO EXPENSES

  (as a percentage of assets after fee waiver and/or expense reimbursement)(1)
                                                                                              TOTAL
                                                                                            PORTFOLIO
                                                       MANAGEMENT          OTHER              ANNUAL

PORTFOLIO                                               FEES (2)          EXPENSES           EXPENSES
- ---------                                               --------          --------           --------
<S>                                                      <C>               <C>                <C>
Alger American Income & Growth                           0.625%            0.075%             0.70%
Alliance VP Growth and Income                             0.63%            0.08%              0.71%
Alliance VP Premier Growth                                1.00%            0.05%              1.05%
Dreyfus VIF Appreciation                                  0.75%            0.03%              0.78%
Dreyfus VIF Small Cap                                     0.75%            0.03%              0.78%
Janus Aspen Series Balanced(3)                            0.65%            0.02%              0.67%
Janus Aspen Series Worldwide Growth(3)                    0.65%            0.05%              0.70%
MFS VIT Emerging Growth                                   0.75%            0.09%              0.84%
MFS VIT Growth With Income                                0.75%            0.13%              0.88%
MFS VIT Research                                          0.75%            0.11%              0.86%
MS UIF Emerging Markets Equity                            0.42%            1.37%              1.79%
MS UIF Fixed Income                                       0.14%            0.56%              0.70%
MS UIF High Yield                                         0.19%            0.61%              0.80%
MS UIF International Magnum                               0.29%            0.87%              1.16%
OCC Accumulation Trust Managed(4)                         0.77%            0.06%              0.83%
OCC Accumulation Trust Small Cap                          0.80%            0.09%              0.89%
PIMCO VIT StocksPLUS Growth and Income(5)                 0.40%            0.25%              0.65%
Transamerica VIF Growth                                   0.70%            0.15%              0.85%
Transamerica VIF Money Market                             0.00%            0.60%              0.60%
</TABLE>

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

Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios. We have no reason to doubt the accuracy of that information,  but we
have not verified those  figures.  These figures are for the year ended December
31,  1999.  ACTUAL  EXPENSES  IN FUTURE  YEARS MAY BE HIGHER OR LOWER THAN THESE
FIGURES.


NOTES TO PORTFOLIO EXPENSES TABLE:


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  1999.  The
         expenses shown in the table reflect a portfolio's  adviser's waivers of
         fees or  reimbursement  of expenses,  if applicable.  It is anticipated
         that such waivers or  reimbursements  will  continue for 2000.  Without
         such  waivers  or  reimbursements,  the  annual  expenses  for 1999 for
         certain  portfolios  would have been,  as a  percentage  of assets,  as
         follows:

<TABLE>
<CAPTION>

                                                             MANAGEMENT        OTHER        TOTAL PORTFOLIO

       PORTFOLIO                                                FEES          EXPENSES      ANNUAL EXPENSES
       ---------                                                ----          --------      ---------------
<S>                                                             <C>             <C>              <C>
       MS UIF Emerging Markets Equity                           1.25%           1.37%            2.62%
       MS UIF Fixed Income                                      0.40%           0.56%            0.96%
       MS UIF High Yield                                        0.50%           0.61%            1.11%
       MS UIF International Magnum                              0.80%           0.87%            1.67%
       Transamerica VIF Growth                                  0.75%           0.15%            0.90%
       Transamerica VIF Money Market                            0.35%           1.04%            1.39%
</TABLE>

(2)      The management fee of certain of the portfolios includes breakpoints at
         designated asset levels.  Further  information on these  breakpoints is
         provided under Description of Transamerica,  the Separate Account,  and
         the Portfolios, on page 16 and in the prospectuses for the portfolios.

(3)      Expenses are based upon expenses for the fiscal year ended December 31,
         1999,  restated  to reflect a  reduction  in the  management  fee.  All
         expenses are shown without the effect of expense offset arrangements.

(4)      The Adviser is  contractually  obligated  to waive that  portion of the
         advisory  fee and to  assume  any  necessary  expense  to  limit  total
         operating expenses of the portfolio to 1.00% of average net assets (net
         of expenses offset) on an annual basis.

(5)      PIMCO  has  contractually  agreed  to  reduce  total  annual  portfolio
         operating  expenses to the extent these  expenses would exceed 0.65% of
         average daily assets due to the payment of organizational  expenses and
         Trustees' fees.  Without such reductions,  total operating expenses for
         the fiscal year ended  December 31, 1999 were 0.65%.  Under the Expense
         Limitation Agreement, PIMCO may recoup these waivers and reimbursements
         in future periods, not exceeding three years,  provided total expenses,
         including such recoupment, do not exceed the annual expense limit. Fees
         expressed are restated as of April 1, 2000.



<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:

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

o    Partial  Withdrawal  Costs - We deduct from the contract  value a surrender
     charge on a withdrawal  exceeding the Free 10% Withdrawal Amount on partial
     withdrawals  taken  during  the first  nine  contract  years,  adjusted  as
     applicable for reinstatements.

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




WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY CONTRACT?

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

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

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


If the  Guaranteed  Death  Benefit  Rider  is in  effect  on the  contract,  the
Guaranteed  Death Benefit Rider will terminate if the loan is  foreclosed.  Once
terminated,  the Guaranteed Death Benefit Rider may not be reinstated. The rider
may not be available in all jurisdictions and is not available in Massachusetts.


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,  we 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  historical  return
compounded  annually.  This historical  return is equal to the cumulative return
had  performance  been constant  over the entire  period.  Average  annual total
returns are not the same as yearly  results and tend to smooth out variations in
the portfolio's return.


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

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

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

o        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:


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

o        Dow Jones Industrial Average, or the DJIA;
o        Shearson Lehman Aggregate Bond Index;


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

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

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

o        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:

o    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:

o        value investing,

o        market timing,

o        dollar cost averaging,

o        asset allocation, and

o        automatic account rebalancing;

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

o        customer profiles and hypothetical payment and investment scenarios;

o        financial management and tax and retirement planning; and

o    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, we 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 our relative financial strength and operating  performance in
comparison to the norms of the  life/health  insurance  industry.  S&P and other
ratings  measure the  ability of an  insurance  company to meet its  obligations
under  insurance  policies  it issues  but do not  measure  the  ability of such
companies to meet other non-policy  obligations.  The ratings also do not relate
to the performance of the portfolios.




<PAGE>

<TABLE>
<CAPTION>

                                     TABLE I


       AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1999,
        SINCE INCEPTION OF THE PORTFOLIOS AND NET OF PORTFOLIO EXPENSES,

           SUB-ACCOUNT CHARGES, ALL MONTHLY DEDUCTIONS FOR CHARGES AND
                       ASSUMING SURRENDER OF THE CONTRACT.

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


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

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

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


<S>                                                <C>      <C>           <C>         <C>             <C>
Alger American Income & Growth                     11/15/88    30.21%      29.60%          16.22%             N/A

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


Alliance VP Growth and Income                      1/14/91     -0.17%      20.65%          12.79%            8.96

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


Alliance VP Premier Growth                         6/26/92     20.30%      32.63%          23.38%            7.51

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


Dreyfus VIF Appreciation                           4/05/93     -0.08%      22.22%          17.13%            6.74

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


Dreyfus VIF Small Cap                              8/31/90     11.35%      12.68%          32.56%            9.33

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


Janus Aspen Series Balanced                        9/13/93     14.87%      21.39%          17.66%            6.30

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


Janus Aspen Series Worldwide Growth                9/13/93     51.71%      30.23%          26.60%            6.30

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


MFS VIT Emerging Growth                            7/24/95     63.69%        N/A           32.87%            4.44

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


MFS VIT Growth With Income                         10/09/95    -4.74%        N/A           17.64%            4.23

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


MFS VIT Research                                   7/26/95     12.22%        N/A           19.43%            4.43

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


MS UIF Emerging Markets Equity                     10/01/96    81.28%        N/A            8.04%            3.25

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


MS UIF Fixed Income                                1/02/97     -12.87%       N/A            0.63%            2.99

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


MS UIF High Yield                                  1/02/97     -4.33%        N/A            3.83%            2.99

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


MS UIF International Magnum                        1/02/97     13.34%        N/A            9.04%            2.99

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

OCC Accumulation Trust Managed(1)
                                                   8/01/88     -6.39%      16.44%          13.95%             N/A

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

OCC Accumulation Trust Small Cap(2)
                                                   8/01/88     -13.07%      5.08%           8.59%             N/A

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


PIMCO VIT StocksPLUS Growth and Income             1/02/98      8.12%        N/A           18.70%            2.00

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

Transamerica VIF Growth(3)
                                                   2/26/69     25.65%      38.03%          23.92%             N/A

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


Transamerica VIF Money Market                      1/02/98     -6.76%        N/A           -1.60%            1.99

- -----------------------------------------------------------------------------------------------------------------------
(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:

o        the investment objectives and policies,
o        the characteristics and quality of the portfolio in which a sub-account invests, and
o        the market conditions during the given time period.

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


<PAGE>


                                    TABLE II


                         AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1999

                        SINCE INCEPTION OF THE PORTFOLIOS
                                   EXCLUDING MONTHLY DEDUCTIONS AND SURRENDER CHARGES

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

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


Alger American Income & Growth                     11/15/88    41.31%      31.91%          17.98%             N/A

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


Alliance VP Growth and Income                      1/14/91     10.48%      22.94%          14.54%            8.96

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


Alliance VP Premier Growth                         6/26/92     31.26%      34.94%          25.30%            7.51

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


Dreyfus VIF Appreciation                           4/05/93     10.56%      24.52%          19.08%            6.74

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


Dreyfus VIF Small Cap                              8/31/90     22.16%      15.00%          34.56%            9.33

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


Janus Aspen Series Balanced                        9/13/93     25.74%      23.69%          19.64%            6.30

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


Janus Aspen Series Worldwide Growth                9/13/93     63.14%      32.53%          28.64%            6.30

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


MFS VIT Emerging Growth                            7/24/95     75.30%        N/A           35.29%            4.44

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


MFS VIT Growth With Income                         10/09/95     5.84%        N/A           20.12%            4.23

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


MFS VIT Research                                   7/26/95     23.06%        N/A           21.85%            4.43

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


MS UIF Emerging Markets Equity                     10/01/96    93.14%        N/A           11.23%            3.25

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


MS UIF Fixed Income                                1/02/97     -2.41%        N/A            4.44%            2.99

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


MS UIF High Yield                                  1/02/97      6.25%        N/A            7.56%            2.99

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


MS UIF International Magnum                        1/02/97     24.19%        N/A           12.65%            2.99

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

OCC Accumulation Trust Managed(1)
                                                   8/01/88      4.16%      18.75%          15.67%             N/A

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

OCC Accumulation Trust Small Cap(2)
                                                   8/01/88     -2.62%       7.49%          10.23%             N/A

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


PIMCO VIT StocksPLUS Growth and Income             1/02/98     18.89%        N/A           23.88%            2.00

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

Transamerica VIF Growth(3)
                                                   2/26/69     36.69%      40.37%          25.79%             N/A

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


Transamerica VIF Money Market                      1/02/98      3.78%        N/A            3.95%            1.99

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

</TABLE>



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

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

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

Performance   information  reflects  only  the  performance  of  a  hypothetical
investment  during the  particular  time  period on which the  calculations  are
based.  One-year  total return and average annual total return figures are based
on historical earnings and are not intended to indicate future performance.

Performance information should be considered in light of:

o        the investment objectives and policies,

o    the  characteristics  and quality of the  portfolio in which a  sub-account
     invests, and

o        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, or Transamerica,  us or we, is a stock life insurance company
incorporated  under  the laws of the  State  of  California  on June  30,  1906.
Transamerica  is  principally  engaged in the sale of life insurance and annuity
policies.  The home  office of  Transamerica  is 1150 South  Olive  Street,  Los
Angeles, California 90015.


Transamerica  Corporation,  a  subsidiary  of AEGON  N.V.,  indirectly  owns the
issuing company, Transamerica Occidental Life Insurance Company.

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

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

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

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

The  separate  account  currently  has  nineteen   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:

o        The Income & Growth Portfolio of The Alger American Fund
                                          -----------------------

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

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

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

o    The Emerging Growth Series, The Growth With Income Series, and The Research
     Series of the MFS Variable ------------ Insurance Trust


o    The Emerging Markets Equity Portfolio, The Fixed Income Portfolio, The High
     Yield  Portfolio,  and The  International  Magnum  Portfolio  of the Morgan
     Stanley Universal Institutional Funds, Inc.


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

o    The StocksPLUS Growth and Income Portfolio of the PIMCO Variable  Insurance
     Trust ------------------------------

o    The Growth  Portfolio  and The Money Market  Portfolio of the  Transamerica
     Variable Insurance Fund, Inc. ------------------------------------------

A summary of the  investment  objectives  and policies of the  portfolios is set
forth below. BEFORE INVESTING, READ CAREFULLY THE PROSPECTUSES OF THE PORTFOLIOS
THAT ACCOMPANY THIS  PROSPECTUS.  Statements of Additional  Information  for the
portfolios are available  without charge by contacting our Variable Life Service
Center.

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

THE INCOME & GROWTH  PORTFOLIO OF THE ALGER  AMERICAN FUND seeks,  primarily,  a
high level of dividend income.  Capital appreciation is a secondary objective of
the portfolio. The portfolio invests in dividend paying equity securities,  such
as common or preferred stocks,  preferably those which the Manager believes also
offer opportunities for capital appreciation.

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


THE GROWTH AND INCOME PORTFOLIO OF THE ALLIANCE  VARIABLE  PRODUCTS SERIES FUND,
INC. seeks reasonable current income and reasonable opportunity for appreciation
through investments primarily in dividend-paying  common stocks of good quality.
Whenever the economic  outlook is  unfavorable  for  investment in common stock,
this  portfolio  may  invest  in  other  types  of  securities,  such as  bonds,
convertible  bonds,  preferred  stock  and  convertible  preferred  stocks.  The
portfolio  managers will purchase and sell portfolio  securities at times and in
amounts as  management  deems  advisable in light of market,  economic and other
conditions.

Adviser: Alliance Capital Management L.P.
Management Fee: 0.63%.

THE PREMIER GROWTH PORTFOLIO OF THE ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
seeks growth of capital by pursuing aggressive  investment policies.  Since this
portfolio's  investments  will be made based upon their  potential  for  capital
appreciation, current income will not be a high priority for this portfolio. The
portfolio  will  invest  mainly in  equity  securities,  such as common  stocks,
securities  convertible  into common stocks and rights and warrants to subscribe
for or purchase common stocks. Equity investments will be in a limited number of
large,  carefully  selected,  high-quality  U.S.  companies.  In  the  Adviser's
judgement,  the  companies  chosen  will be those  that are  likely  to  achieve
superior earnings growth.  Approximately 25 companies believed by the Adviser to
show  superior  potential  for  capital  appreciation  will  usually  constitute
approximately  70% of the  portfolio's net assets at any one time. 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.  Under
normal  circumstances the portfolio will invest at least 85% of the value of its
total assets in the equity securities of U.S. companies.


Adviser: Alliance Capital Management L.P.
Management Fee: 1.00%.


THE  APPRECIATION  PORTFOLIO  OF THE  DREYFUS  VARIABLE  INVESTMENT  FUND  seeks
long-term  capital growth  consistent with the preservation of capital;  current
income is a secondary  goal.  To pursue these goals,  the  portfolio  invests in
common stocks focusing on "blue chip" companies with total market values of more
than $5 billion at the time or purchase.


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.  To pursue this goal,  the portfolio  generally
invests  at least 65% of its  assets in the  common  stock of U.S.  and  foreign
companies. The portfolio focuses on small-cap companies with total market values
of less than $1.5 million.


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 current  income.  Normally,  this
diversified  portfolio  invests  40-60%  of its  assets in  securities  selected
primarily for their growth potential. The balance of its holdings is invested in
securities  selected  primarily  for their  capacity  to generate  income.  Such
holdings  are likely to consist of bonds and  preferred  stocks.  Typically,  at
least 25% of this portfolio is made up of fixed-income securities.

Adviser: Janus Capital Corporation.
Management Fee: 0.65%.

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 origin 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: 0.65%.

THE EMERGING  GROWTH SERIES OF THE MFS VARIABLE  INSURANCE TRUST seeks long-term
growth of capital.  The series may invest up to 25% of its net assets in foreign
securities, including emerging market securities. Emerging markets are generally
defined as countries  in the initial  stages of their  industrialization  cycles
with low per capita income.


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


THE  GROWTH  WITH  INCOME  SERIES  OF THE MFS  VARIABLE  INSURANCE  TRUST  seeks
long-term  growth of capital and future  income  while  providing  more  current
dividend  income than is  normally  obtainable  from a portfolio  of only growth
stocks. The series invests, under normal market conditions,  at least 65% of its
total assets in common stock and related  securities,  such as preferred stocks,
convertible securities and depositary receipts for those securities.  The series
will also seek to provide income equal to approximated 90% of the dividend yield
on the  Standard  & Poor's  500  Composite  Index.  While the fund may invest in
companies  of any size,  the fund  generally  focuses on  companies  with larger
market capitalizations that the series' adviser believes have sustainable growth
prospects and attractive  valuations  based on current and expected  earnings or
cash flow. The series may invest in foreign securities through which it may have
exposure to foreign currencies.


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  series  invests,   under  normal  market
conditions,  at least 80% of its  total  assets in  common  stocks  and  related
securities,  such as preferred  stocks,  convertible  securities  and depositary
receipts. The series focuses on companies that the series' adviser believes have
favorable prospects for long-term growth, attractive valuations based on current
and  expected  earnings  or cash  flow,  dominant  or growing  market  share and
superior  management.  The  series  may  invest  in  foreign  equity  securities
(including  emerging  market  securities)  through which it may have exposure to
foreign currencies.


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


THE MORGAN STANLEY UNIVERSAL  INSTITUTIONAL  FUNDS, INC. EMERGING MARKETS EQUITY
PORTFOLIO seeks long-term capital  appreciation by investing primarily in equity
securities  of  issuers in  emerging  market  countries.  The  Adviser  seeks to
maximize returns by investing in  growth-oriented  equity securities in emerging
markets.  The Adviser's investment approach combines top-down country allocation
with bottom-up stock selection. Investment selection criteria include attractive
growth  characteristics,  reasonable  valuations and  managements  with a strong
shareholder  value  orientation.  The Adviser  allocates the portfolio's  assets
among  emerging  markets  based  on  relative  economic,  political  and  social
fundamentals, stock valuations and investor sentiments.

Adviser:  Morgan Stanley Asset  Management*  Management  Fee: 1.25% of the first
$500 million;  1.20% of the next $500  million;  and 1.15% of the assets over $1
billion.

*On December 1, 1998,  Morgan Stanley Asset  Management Inc. changed its name to
Morgan  Stanley Dean Witter  Investment  Management  Inc.,  but  continues to do
business in certain instances using the name Morgan Stanley Asset Management,

THE MORGAN STANLEY  UNIVERSAL  INSTITUTIONAL  FUNDS, INC. FIXED INCOME PORTFOLIO
seeks  above-average  total return over a market cycle of three to five years by
investing primarily in a diversified mix of dollar denominated  investment grade
fixed income securities,  particularly U.S.  Government,  corporate and mortgage
securities.  The Portfolio ordinarily will maintain an average weighted maturity
in  excess  of  five  years.  The  Portfolio  may  invest  opportunistically  in
non-dollar denominated securities and below investment grade securities.

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

THE MORGAN STANLEY  UNIVERSAL  INSTITUTIONAL  FUNDS,  INC. HIGH YIELD  PORTFOLIO
seeks  above-average  total return over a market cycle of three to five years by
investing  primarily  in high yield  securities  (commonly  referred to as "junk
bonds").  The  Portfolio  also may  invest  in  investment  grade  fixed  income
securities,  including U.S. government securities,  corporate bonds and mortgage
securities. The Portfolio may invest to a limited extent in foreign fixed income
securities, including emerging market securities.

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

THE MORGAN STANLEY  UNIVERSAL  INSTITUTIONAL  FUNDS, INC.  INTERNATIONAL  MAGNUM
PORTFOLIO seeks long-term capital  appreciation by investing primarily in equity
securities of non-U.S. issuers domiciled in EAFE countries. The Adviser seeks to
achieve  superior  long-term  returns by  creating a  diversified  portfolio  of
undervalued  international equity securities.  To achieve this goal, the Adviser
uses a combination of strategic  geographic  asset  allocation and  fundamental,
value oriented stock selection. 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 the more  developed  countries  in Asia,  such as Hong  Kong and  Singapore.
Collectively,  we refer to these as the EAFE countries. The portfolio may invest
up to 5% of its total  assets in  securities  of issuers  domiciled  in non-EAFE
countries.  Under normal circumstances,  at least 65% of the total assets of the
portfolio  will be  invested in equity  securities  of issuers in at least three
different EAFE countries.

Adviser: Morgan Stanley Asset Management Management Fee: 0.80% of the first $500
million;  0.75% of the next  $500  million;  and  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.  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  necessary  to  preserve  capital.  In
addition,  the  portfolio may also purchase  foreign  securities.  These foreign
securities  must be listed on a  domestic  or  foreign  securities  exchange  or
represented by American depositary receipts.


Adviser: OpCap Advisors.
Management Fee: 0.80% of the first $400

million  and 0.75% of the next $400  million  and 0.70% of net assets  over $800
million.

THE SMALL CAP PORTFOLIO OF THE OCC ACCUMULATION TRUST seeks capital appreciation
through  investments  in a  diversified  portfolio  of  stocks  issued  by small
companies.  It will consist  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.
The portfolio's  holdings may also include options,  warrants,  bonds, notes and
convertible  bonds.  In  addition,  the  portfolio  may  also  purchase  foreign
securities.  Foreign  securities  must  be  listed  on  a  domestic  or  foreign
securities exchange or be represented by American depositary receipts.


Adviser: OpCap Advisors.

Management  Fee:  0.80% of the  first  $400  million  and 0.75% of the next $400
million and 0.70% of net assets over $800 million.


THE STOCKSPLUS GROWTH AND INCOME PORTFOLIO OF THE PIMCO VARIABLE INSURANCE TRUST
seeks to achieve a total return which  exceeds the total return  performance  of
the S&P 500. The Portfolio invests in common stocks, options,  futures,  options
on futures and swaps.  Under normal market  conditions,  the  Portfolio  invests
substantially all of its assets in S&P 500 derivatives, backed by a portfolio of
fixed income instruments.  The Portfolio uses S&P 500 derivatives in addition to
or in place of S&P 500 stocks to attempt to equal or exceed the  performance  of
the S&P 500. The Adviser  actively  manages the fixed income  assets held by the
Portfolio,  with a view to enhancing  the  Portfolio's  total return  investment
performance,  subject to an overall  portfolio  duration  which is normally  not
expected to exceed one year. The Portfolio may invest up to 10% of its assets in
high yield bonds rated B or higher by Moody's or S&P, or if unrated,  determined
by the Adviser to be comparable quality. The Portfolio may also invest up to 20%
of its assets in securities  denominated  in foreign  currencies  and may invest
beyond this limit in U.S. dollar denominated securities of foreign issuers.

Adviser: Pacific Investment Management Company.
Management Fee: 0.40%


THE GROWTH  PORTFOLIO OF THE  TRANSAMERICA  VARIABLE  INSURANCE FUND, INC. seeks
long-term capital growth. It invests at least 65% of its assets in a diversified
selection of equity  securities of domestic  growth  companies of any size.  The
manager uses a "bottom-up"  approach to investing and  constructs  the portfolio
one company at a time. The manager focuses on identifying  fundamental change in
its early stages and  investing in premier  companies.  In the  manager's  view,
characteristics  of  premier  companies  include  one or more of the  following:
share-holder-oriented  management;  dominance in market share;  cost  production
advantages;  leading brands;  self-financed growth; and attractive  reinvestment
opportunities.  The manager of the portfolio believes in long-term investing and
does not try to time the market.  However,  when in the  judgment of the manager
market conditions warrant,  the portfolio may, for temporary defensive purposes,
hold part or all of its assets in cash or cash equivalents.

Adviser: Transamerica Investment Management, LLC
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  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. These include:  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 Investment Management, LLC
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:

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

o        receipt of the notice of your right to transfer.

PORTFOLIOS NOT PUBLICLY AVAILABLE

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

THE CONTRACT


The contract is subject to the insurance  laws and  regulations of each state or
jurisdiction in which it is available for distribution. There may be differences
between the contract issued and the general  contract  description  contained in
this  prospectus  because of  requirements  of the state where your  contract is
issued.  Some of the state specific  differences are included in the prospectus,
but  the  prospectus   does  NOT  include   references  to  all  state  specific
differences.  All state  specific  contract  features  will be described in your
contract.


APPLYING FOR A CONTRACT

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

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

If you made the initial payment before the date we approve the  application,  we
will  allocate  the payment to our fixed  account  within two  business  days of
receipt of the payment at our Variable Life Service Center.  If we are unable to
issue the contract, the payment will be returned to you without interest.

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


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


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:

o        amounts allocated to the fixed account; plus

o        the contract value in the sub-accounts; plus

o        all fees, charges and taxes which have been imposed.

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

CONVERSION PRIVILEGE

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

PAYMENTS

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


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


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

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

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

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

ALLOCATION OF PAYMENTS

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

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

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

TRANSFER PRIVILEGE

At any time before the election of a benefit payment option, subject to our then
current  rules,  you may transfer  amounts among the  sub-accounts  or between a
sub-account  and the fixed  account.  You may not  transfer  that portion of the
contract value held in the fixed account that secures a contract loan.

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

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

Transfers involving the fixed account are currently allowed only if:

o there has been at least a ninety day period since the last  transfer  from the
fixed  account;  and o the  amount  transferred  from the fixed  account in each
transfer does not exceed the lesser of $100,000 or
     25% of the contract value.

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

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

DOLLAR COST AVERAGING OR DCA

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

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

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

AUTOMATIC ACCOUNT REBALANCING OR AAR

Once your  payments  and  requested  transfers  have been  allocated  among your
sub-account  choices,  the  performance  of  each  sub-account  may  cause  your
allocation to shift such that the relative value of one or more  sub-accounts is
no longer  consistent with your overall  objectives.  Under the AAR option,  the
balances  in  your  selected  sub-accounts  can be  restored  to the  allocation
percentages you elect on your written  request by transferring  values among the
sub-accounts. You may not have value in more than nineteen sub-accounts.

The minimum  percentage  allocation  for each selected  sub-account  without our
consent is 5%, and  percentage  allocations  must be in whole  numbers.  The AAR
option is available on a quarterly,  semi-annual  or annual  basis.  The minimum
total amount of the transfers  under the AAR option is $100 per scheduled  date.
If the total transfer  amount would be less than $100, no transfer will occur on
that  scheduled  date.  The AAR option  does not  guarantee  a profit or protect
against a loss.

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

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

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

o        any transfers made for a conversion privilege;

o    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;

o        transfers because of a contract loan or a contract loan repayment; AND

o        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:

o        minimum amount that may be transferred;

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

o        minimum period between transfers involving the fixed account; and

o        maximum amounts that may be transferred from the fixed account.


These rules are subject to change by us.


DEATH BENEFIT

If the  contract is in force on the date the  insured  dies,  we will,  with due
proof  of  death,  pay the net  death  benefit  to the  named  beneficiary.  For
second-to-die  contracts,  the net death  benefit is payable on the death of the
last surviving  insured.  There is no death benefit  payable on the death of the
first insured to die. We will  normally pay the net death  benefit  within seven
days of receiving due proof of the insured's  death, but we may delay payment of
net death benefits.  The beneficiary may receive the net death benefit in a lump
sum or under a benefit  payment  option,  unless the benefit  payment option has
been  restricted by the contract  owner.  The net death benefit is the amount of
the death benefit reduced by certain amounts,  as described below. The amount of
the death  benefit in some  instances  depends on whether the  Guaranteed  Death
Benefit Rider is in effect on the contract at the time of the insured's death.

GUARANTEED DEATH BENEFIT RIDER


The Guaranteed Death Benefit Rider may not be available in all jurisdictions and
is not available in  Massachusetts.  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:


o        foreclosure of the outstanding loan,

o    a request for a partial  withdrawal or a loan after the final payment date,
     OR

o        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:

o        the face amount, or

o        the guideline minimum sum insured.

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

o        the death benefit, MINUS

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

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

o        the face amount on the final payment date, or

o    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:

o        the death benefit, MINUS

o        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:

o        the death benefit, MINUS

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

GUIDELINE MINIMUM SUM INSURED

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

ILLUSTRATION

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

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

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

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

OPTION TO ACCELERATE DEATH BENEFITS
(LIVING BENEFITS RIDER)

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

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

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

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

o        $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:

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

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

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

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

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

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

The rider is intended to provide a qualified  accelerated  death benefit that is
excludable  from gross income for federal  income tax purposes.  Whether any tax
liability may be incurred,  however, depends upon a number of factors. The rider
may not be available in all jurisdictions.

CONTRACT VALUE

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

o        your accumulation in the fixed account; PLUS

o        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:

o        amount of your payments;

o        interest credited in the fixed account;

o        investment performance of the sub-accounts you select;

o        partial withdrawals;

o        loans, loan repayments and loan interest paid or credited; and

o        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:

o your payment plus any interest  earned  during the period it was  allocated to
the fixed; MINUS o the monthly deductions due.

On each  valuation  date after the date of issue,  the contract value is the SUM
of:

o        accumulations in the fixed account; PLUS

o        the SUM of the PRODUCTS of:

o        the number of units in each sub-account; TIMES

o        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:

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

o        the dollar value of a unit on the valuation
     date the payment is received  at our  Variable  Life  Service  Center.  For
     payments received before the end of the free-look period for your contract,
     however, different rules may apply.

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

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

The value of a unit on any valuation date is the PRODUCT of:
o        the dollar value of the unit on the preceding valuation date; TIMES

o        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:

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

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

o    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

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

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

BENEFIT PAYMENT OPTIONS

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

OPTIONAL INSURANCE BENEFITS

You may add an optional insurance benefit to the contract by rider, as described
in Appendix B - Optional  Insurance  Benefits.  The cost of  optional  insurance
benefits, if any, becomes part of the monthly deductions.  All riders may not be
available  in all  jurisdictions,  and  the  names  of the  riders  may  vary by
jurisdiction.

SURRENDER

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

o        the contract value; MINUS

o        any outstanding loan and surrender charges.

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

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

PARTIAL WITHDRAWAL

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

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

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

CHARGES AND DEDUCTIONS

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

MONTHLY DEDUCTIONS

On the monthly  processing  date,  we will deduct an amount to cover charges and
expenses incurred in connection with the contract. No monthly deductions will be
taken  after the final  payment  date or, for the  distribution  fee and the tax
charge, after the end of the tenth contract year. This monthly deduction will be
deducted  by  subtracting  values  from the fixed  account  accumulation  and/or
canceling units from each  applicable  sub-account in the ratio that the portion
of the contract value in the sub-account bears to the contract value. The amount
of the monthly deduction will vary from month to month. If the contract value is
not  sufficient  to cover the monthly  deduction  which is due, the contract may
lapse.

THE MONTHLY DEDUCTION IS COMPRISED OF THE FOLLOWING CHARGES:

ADMINISTRATION  CHARGE: We impose a monthly charge at an annual rate of 0.30% of
the contract value. This charge is to reimburse us for  administrative  expenses
incurred  in the  administration  of the  contract.  It is not  expected to be a
source of profit.

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

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

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

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

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

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

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

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

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

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

TAX CHARGE:  During the first ten contract years, we make a monthly deduction to
partially  compensate us for state and local premium  taxes,  and federal income
tax treatment of deferred  acquisition  costs. This charge is equal to an annual
rate of 0.20% of contract value.  Premium tax rates vary from state to state and
are a percentage of payments made by contract owners to us. Currently,  rates in
the fifty  states and the  District of Columbia  range  between  0.50% and 3.5%.
Since we are  subject to  retaliatory  tax,  the  effective  premium  tax for us
typically  ranges  between  2.35% and 3.5%.  Typically,  we pay  premium  taxes,
including  retaliatory  tax,  in all  jurisdictions,  but the tax charge will be
deducted,  even if we are not subject to premium or retaliatory  tax in a state.
We do not intend to profit from this charge.

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

DAILY DEDUCTIONS

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

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

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

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

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

SURRENDER CHARGE

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

- --------------------------- ----------------------
- --------------------------    SURRENDER CHARGE
      CONTRACT YEAR
- --------------------------- ----------------------
- --------------------------- ----------------------
            1                        9%
- --------------------------- ----------------------
- --------------------------- ----------------------
            2                        8%
- --------------------------- ----------------------
- --------------------------- ----------------------
            3                        7%
- --------------------------- ----------------------
- --------------------------- ----------------------
            4                        6%
- --------------------------- ----------------------
- --------------------------- ----------------------
            5                        5%
- --------------------------- ----------------------
- --------------------------- ----------------------
            6                        4%
- --------------------------- ----------------------
- --------------------------- ----------------------
            7                        3%
- --------------------------- ----------------------
- --------------------------- ----------------------
            8                        2%
- --------------------------- ----------------------
- --------------------------- ----------------------
            9                        1%
- --------------------------- ----------------------
- --------------------------- ----------------------
           10+                       0%
- --------------------------- ----------------------

The  surrender  charge  applies  for nine  contract  years and is  assessed as a
percentage  of payments made to the contract  (adjusted for payments  previously
withdrawn). See Reinstatement, however, for how surrender charges and applicable
contract years are adjusted if a contract is reinstated. We impose the surrender
charge only if, during its duration, you request a full surrender or you request
a partial withdrawal in excess of the Free 10% Withdrawal Amount.

PARTIAL WITHDRAWAL COSTS -- SURRENDER
CHARGES AND WITHDRAWAL TRANSACTION
FEES

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

o........10% of the contract value; MINUS

o        the total of any prior free withdrawals in the same contract year.

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

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

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

TRANSFER CHARGES

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

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

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

o        a conversion within the first 24 months from date of issue;

o        a transfer to the fixed account to secure a loan;

o        a transfer from the fixed account as a result of a loan repayment;

o    a reallocation of value in the Money Market  sub-account as described above
     under THE CONRACT - Applying for a Contract; AND,

o        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:

o        earnings in this contract;

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

o    the available gain in the exchanged life insurance  policy that was carried
     over to this contract

may be treated as a preferred loan.

The available percentage of the gain carried over from an exchanged policy, less
any  policy  loan  carried  over,  which will be  eligible  for  preferred  loan
treatment is as follows:

     ----------------------- ---------------------
           BEGINNING               UNLOANED
        OF CONTRACT YEAR        GAIN AVAILABLE
     ----------------------- ---------------------
     ----------------------- ---------------------
               1                      0%
     ----------------------- ---------------------
     ----------------------- ---------------------
               2                     10%
     ----------------------- ---------------------
     ----------------------- ---------------------
               3                     20%
     ----------------------- ---------------------
     ----------------------- ---------------------
               4                     30%
     ----------------------- ---------------------
     ----------------------- ---------------------
               5                     40%
     ----------------------- ---------------------
     ----------------------- ---------------------
               6                     50%
     ----------------------- ---------------------
     ----------------------- ---------------------
               7                     60%
     ----------------------- ---------------------
     ----------------------- ---------------------
               8                     70%
     ----------------------- ---------------------
     ----------------------- ---------------------
               9                     80%
     ----------------------- ---------------------
     ----------------------- ---------------------
               10                    90%
     ----------------------- ---------------------
     ----------------------- ---------------------
              11+                    100%
     ----------------------- ---------------------

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


For contracts issued subject to the jurisdiction of Connecticut, however:

o    only  the  earnings  in  the  contract  are  eligible  for  preferred  loan
     treatment;

o        carryover loans are not permitted; and

o    no portion of the gain carried over from an exchanged life insurance policy
     is eligible for preferred loan treatment.


There is some uncertainty as to the tax treatment of preferred loans.  Consult a
qualified tax adviser and see Taxation of the Contracts.

LOAN INTEREST CHARGED

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

REPAYMENT OF OUTSTANDING LOAN

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

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




EFFECT OF CONTRACT LOANS

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

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

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

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

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

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

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



CONTRACT TERMINATION AND
REINSTATEMENT

CONTRACT LAPSE AND TERMINATION

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

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

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


If the  Guaranteed  Death  Benefit  Rider  is in  effect  on the  contract,  the
Guaranteed  Death Benefit Rider will terminate if the loan is  foreclosed.  Once
terminated, the Guaranteed Death Benefit Rider may not be reinstated. This rider
may not be available in all jurisdictions and is not available in Massachusetts.


REINSTATEMENT

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

o        the final payment date; or;

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

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

The reinstatement takes effect on the monthly processing date following the date
you submit to us:

o        written application for reinstatement;

o    evidence of insurability showing that the insured is insurable according to
     our current underwriting rules;

o    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;

o    a  payment  that is large  enough to keep the  contract  in force for three
     months; and

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

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

SURRENDER CHARGE

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

CONTRACT VALUE ON REINSTATEMENT

The contract value on the date of reinstatement is:

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


o    an amount equal to the contract value less any outstanding loan on the date
     of default; less


o        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:

o        any change in underwriting class that you request; and

o        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:

o    the New York Stock  Exchange  is closed  other than  customary  weekend and
     holiday closings;

o        the SEC restricts trading on the New York Stock Exchange; or

o    the SEC determines an emergency  exists,  so that disposal of securities is
     not reasonably  practicable or it is not reasonably  practicable to compute
     the value of the separate account's net assets.

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

FEDERAL TAX CONSIDERATIONS

The following is a summary of federal tax  considerations for U.S. persons 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.  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 life insurance
company  subsidiaries.  We do not  currently  charge  for any  income tax on the
earnings or realized capital gains in the separate account.  We do not currently
charge for federal income taxes with respect to the separate  account.  A charge
may apply in the future for any federal  income  taxes we incur.  The charge may
become  necessary,  for  example,  if there is a change in our tax  status.  Any
charge  would be designed to cover the federal  income  taxes on the  investment
results of the separate account.


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

TAXATION OF THE CONTRACTS

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

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

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

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

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

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

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

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

MODIFIED  ENDOWMENT  CONTRACTS.  Special rules  described below apply to the tax
treatment of loans and other  distributions  under any life  insurance  contract
that is  classified as a modified  endowment  contract or MEC under Code Section
7702A. A MEC is a life insurance contract that either fails the 7-pay test or is
received in exchange for a MEC. In general, a contract will fail this 7-pay test
if the  cumulative  premiums and other amounts paid for the contract at any time
during the first 7 contract years (or during any  subsequent  7-year test period
resulting  from a  material  change in the  contract)  exceed the sum of the net
level  premiums  which would have been paid up to such time if the  contract had
provided for certain paid-up future benefits after the payment of 7 level annual
premiums.

If to comply  with this 7-pay test limit any  premium  amount is  refunded  with
applicable  interest no later than 60 days after the end of the contract year in
which it is received,  such refunded  amount will be removed from the cumulative
amount of premiums that is compared against such 7-pay test limit.

If there is any  reduction  in the  contract's  benefits  (for  example,  upon a
withdrawal,  death benefit reduction or termination of a rider benefit) during a
7-pay test period, the contract will be retested retroactively from the start of
such period by taking into account such reduced benefit level from such starting
date.

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

DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS. Under Code Section 72(e)(10):

o        loans,

o        withdrawals, and

o        other distributions made before the insured's death


under a MEC, or an assignment or pledge of a MEC, are includible in gross income
on an  income-out-first  basis.  The  amount  received  or pledged is treated as
allocable first to the income in the contract and then to a tax-free recovery of
the contract's investment in the contract, or tax basis.


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

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

In addition,  any amount  includible in gross income from a MEC  distribution is
subject to a 10%  penalty  tax on  premature  distributions  under Code  Section
72(v), unless the taxpayer has attained age 59 1/2 or is disabled or the payment
is part of a series of  substantially  equal periodic  payments for a qualifying
lifetime period.

Furthermore,  under Code Section 72(e)(4)(A), any loan, pledge, or assignment of
(or any  agreement  to assign or  pledge)  any  portion of a MEC's cash value is
treated as producing an amount  received for purposes of these MEC  distribution
rules. It is unclear to what extent this assignment rule applies to a collateral
assignment  that  does not  secure a loan or pledge  (for  example,  in  certain
split-dollar arrangements).


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


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

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


WITHHOLDING. If all or part of a distribution from the contract is includible in
gross  income,  the Code requires us to withhold  federal  income tax unless the
contract  owner  elects,  in writing,  not to have tax  withholding  apply.  The
federal  income tax  withholding  rate is generally 10% of the taxable amount of
the  distribution.  Withholding  applies only if the aggregate taxable amount of
the  distributions  in a year  are at  least  $200.  Some  states  also  require
withholding for state income taxes.


If payments are delivered to foreign  countries,  however,  the tax  withholding
rate will  generally  be 10%  unless  you  certify to us that you are not a U.S.
person residing  abroad or a "tax avoidance  expatriate" as defined Code Section
877. Such  certification  may result in withholding of federal income taxes at a
different rate.

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:

o        each contract owner's contract value in the sub-account, DIVIDED BY

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

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



<PAGE>

<TABLE>
<CAPTION>

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


Patrick                               S.  Baird*****  Director  of  TOLIC  since
                                      1999. Director,  Senior Vice President and
                                      Chief   Operating   Officer  of  PFL  Life
                                      Insurance  Company  since 1996.  Executive
                                      Vice President and Chief Operating Officer
                                      of AEGON USA since 1995.  Chief  Financial
                                      Officer  of AEGON  USA from  1992 to 1995.
                                      President  and Chief Tax  Officer of AEGON
                                      USA from 1984 to 1995.


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.


Brenda K. Clancy*****                 Director of TOLIC since 1999. Senior Vice President, Corporate, of PFL
                                      Life Insurance Company since 1991. Treasurer and Chief Financial
                                      Officer of PFL Life Insurance Company since 1996.

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.

William R. Gerner*****                Executive Vice President, Diversified Financial Products Division of
                                      TOLIC since 1999.


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


Douglas C. Kolsrud*****               Director of TOLIC since 1999. Director, Senior Vice President, Chief
                                      Investment Officer and Corporate Actuary, Investment Division, of PFL
                                      Life Insurance Company.

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                                 O.   MacDonald*   Director,   Senior  Vice
                                      President and  Corporate  Actuary of TOLIC
                                      since  1995.  Senior  Vice  President  and
                                      Corporate Actuary from 1992 to 1995.
Larry N. Norman*****                  Executive Vice President, Financial Markets Division of TOLIC since
                                      1999.

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

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


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



DIRECTORS AND PRINCIPAL OFFICERS OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY (CONTINUED)

Craig D. Vermie****                   Director of TOLIC since 1999. Director, Vice President and General
                                      Counsel, Corporate, of PFL Life Insurance Company since 1990.

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

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

Sally Yamada* Vice President and Treasurer of TOLIC since 1999.

*The business address is 1150 South Olive Street, Los Angeles, California 90015.
**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.
*****The business address is 4333 Edgewood Road, N.W., Cedar Rapids, Iowa 52449.

</TABLE>

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


<PAGE>


DISTRIBUTION

Transamerica  Securities  Sales  Corporation,  or  TSSC,  acts as the  principal
underwriter and general distributor of the contract. TSSC is registered with the
SEC as a broker-dealer and is a member of the National Association of Securities
Dealers, or NASD. TSSC was organized on February 26, 1986, under the laws of the
state of Maryland.  Broker-dealers  sell the contracts  through their registered
representatives who are appointed by us.

We pay to broker-dealers who sell the contract commissions based on a commission
schedule,  Broker-dealers may choose among available  commission  options.  Each
option  includes a commission  equal to a percentage  of the payment made to the
contract. Certain options also include a commission equal to a percentage of the
unloaned contract value, or trail commission,  paid quarterly beginning with the
second  contract  year on in force  contracts.  Commission  options  provide for
commissions  of up to 8.0% of  payments  made,  with no trail  commissions,  and
lesser  commissions  on  payments  made  but  with  trail   commissions.   Trail
commissions may be up to 0.65%, on an annual basis, of unloaned contract value.

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

o        the distribution fee;

o        the surrender charges; and

o    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:

o        payments;

o        transfers among sub-accounts and the fixed account;
o        partial withdrawals;

o        increases in loan amount or loan repayments;

o        lapse, loan default, or termination for any reason; and

o        reinstatement.

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

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

SERVICES

We receive  fees from the  investment  advisers or other  service  providers  of
certain portfolios in return for providing certain services to contract owners.

LEGAL PROCEEDINGS

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

ADDITION, DELETION OR
SUBSTITUTION OF INVESTMENTS

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

o........the shares of the portfolio are no longer available for investment; or

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

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

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

Shares of the portfolios are issued to other separate  accounts of  Transamerica
and its  affiliates  that fund  variable  annuity  contracts and that fund other
variable life  contracts.  This is referred to as mixed  funding.  Shares of the
portfolios are also issued to other unaffiliated  insurance  companies.  This is
referred to as shared funding.  It is conceivable  that in the future such mixed
funding or shared  funding may be  disadvantageous  for variable life  insurance
contract  owners or variable  annuity  contract  owners.  We do not believe that
mixed funding is currently  disadvantageous  to either  variable life  insurance
contract owners or variable annuity contract owners.

We will  monitor  events to identify  any  material  conflicts  because of mixed
funding.  If we conclude  that separate  portfolios  should be  established  for
variable life and variable annuity separate  accounts,  or for separate variable
life separate accounts, we will bear the expenses.

We may change the  contract to reflect a  substitution  or other change and will
notify  contract  owners of the  change.  Subject to any  approvals  the law may
require, the separate account or any sub-accounts may be:

o        operated as a management company under the 1940 Act;

o    deregistered under the 1940 Act if registration is no longer required; or

o        combined with other sub-accounts or our other separate accounts.

FURTHER INFORMATION

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

MORE INFORMATION ABOUT THE FIXED
ACCOUNT

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

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

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

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

Contract loans may also be made from the contract value in the fixed account. We
will credit  that part of the  contract  value that is equal to any  outstanding
loan with  interest at an effective  annual yield of at least 4.0%.  The minimum
interest rate for preferred loans is 5.5%.

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

INDEPENDENT AUDITORS

The  statutory-basis  financial  statements of Transamerica at December 31, 1999
and 1998, and for each of the three years in the period ended December 31, 1999,
and the financial statements of Separate Account VUL-2 at December 31, 1999, and
for the periods  then ended.  appearing in the  prospectus  have been audited by
Ernst & Young LLP,  Independent  Auditors,  as set forth in their  reports.  The
financial statements audited by Ernst & Young LLP have been included in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.



FINANCIAL STATEMENTS

The statutory-basis  financial  statements for Transamerica are included in this
prospectus, starting on the next page. The financial

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


<PAGE>
AUDITED FINANCIAL STATEMENTS
Transamerica Occidental Life Insurance Company Separate Account VUL-2
Period May 14, 1999 (Commencement of Operations) to December 31, 1999
with Report of Independent Auditors


<PAGE>


                             Separate Account VUL-2
                 Transamerica Occidental Life Insurance Company

                          Audited Financial Statements

      Period May 14, 1999 (commencement of operations) to December 31, 1999


<TABLE>
<CAPTION>

                                    CONTENTS

<S>                                                                                                <C>
Report of Independent Auditors......................................................................1
Statement of Assets and Liabilities.................................................................2
Statement of Operations.............................................................................6
Statement of Changes in Net Assets.................................................................10
Notes to Financial Statements......................................................................14

</TABLE>



<PAGE>


3






                         Report of Independent Auditors

Unitholders of Separate Account VUL-2
of Transamerica Occidental Life Insurance Company
The Board of Directors, Transamerica Occidental Life Insurance Company

We have audited the accompanying statement of assets and liabilities of Separate
Account VUL-2 of Transamerica  Occidental Life Insurance  Company  (comprised of
the 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
Growth with Income, MFS VIT Research,  MSDW UF Fixed Income, MSDW UF High Yield,
MSDW UF International  Magnum, MSDW UF Emerging Markets Equity, OCC Accumulation
Trust  Managed,  OCC  Accumulation  Trust  Small Cap,  Transamerica  VIF Growth,
Transamerica VIF Money Market and PIMCO StockPlus Growth & Income  sub-accounts)
as of December 31, 1999, the related statements of operations and changes in net
assets for the period May 14, 1999  (commencement of operations) to December 31,
1999.  These financial  statements are the  responsibility  of Separate  Account
VUL-2's  management.  Our  responsibility  is to  express  an  opinion  on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial  statements.  Our
procedures included  confirmation of securities owned as of December 31, 1999 by
correspondence  with the fund  managers.  An audit also  includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  each  of the  respective
sub-accounts  comprising Separate Account VUL-2 of Transamerica  Occidental Life
Insurance  Company at December 31, 1999, the results of their operations and the
changes  in their net  assets  for the  period  May 14,  1999  (commencement  of
operations)  to December 31, 1999,  in  conformity  with  accounting  principles
generally accepted in the United States.



March 31, 2000


<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Assets and Liabilities

                                December 31, 1999

<TABLE>
<CAPTION>

                                         ALGER
                                       AMERICAN      ALLIANCE VPF    ALLIANCE VPF    DREYFUS VIF     DREYFUS VIF
                                    INCOME & GROWTHGROWTH & INCOME     PREMIER         CAPITAL          SMALL
                                      SUB-ACCOUNT    SUB-ACCOUNT        GROWTH       APPRECIATION        CAP
                                                                     SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                                    --------------------------------------------------------------------------------

- -------------------------------------
ASSETS
<S>                                   <C>            <C>             <C>             <C>             <C>
Investments, at fair value            $     307,872  $    136,849    $    493,611    $     142,252   $    119,742
Due from Transamerica Life                        8             2              13                -              5
                                    --------------------------------------------------------------------------------
Total assets                                307,880       136,851         493,624          142,252        119,747


LIABILITIES
Due to Transamerica Life                          -             -               -                -              -
                                    --------------------------------------------------------------------------------
Total liabilities                                 -             -               -                -              -
                                    --------------------------------------------------------------------------------

Net assets                            $     307,880  $    136,851    $    493,624    $     142,252   $    119,747
                                    ================================================================================

Accumulation units outstanding            22,442.20      12,378.46       40,300.27       13,267.58        9,307.71
                                    ================================================================================

Net asset value and redemption
   price per unit                     $      13.72   $      11.06    $      12.25    $      10.72    $      12.87
                                    ================================================================================

Investment sub-account information:

     Number of mutual fund shares         17,512.62       6,280.34       12,202.99        3,567.89        1,804.98

     Net asset value per share        $      17.58   $      21.79    $      40.45    $      39.87    $      66.34

     Investment cost                  $     249,053  $    130,716    $    435,072    $     136,189   $    101,564

See accompanying notes.



<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Assets and Liabilities (continued)

                                December 31, 1999


                                                     JANUS                          MFS VIT
                                     JANUS           ASPEN          MFS VIT         GROWTH                         MSDW UF
                                     ASPEN         WORLDWIDE        EMERGING         WITH          MFS VIT          FIXED
                                    BALANCED         GROWTH          GROWTH         INCOME         RESEARCH         INCOME
                                  SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS
Investments, at fair value        $     488,891   $     545,091   $    230,528    $      46,378  $     93,561    $      76,556
Due from Transamerica Life                    5              20             12                1             3                -
                                ------------------------------------------------------------------------------------------------
Total assets                            488,896         545,111        230,540           46,379        93,564           76,556


LIABILITIES
Due to Transamerica Life                      -               -              -                -             -                -
                                ------------------------------------------------------------------------------------------------
Total liabilities                             -               -              -                -             -                -
                                ------------------------------------------------------------------------------------------------

Net assets                        $     488,896   $     545,111   $    230,540    $      46,379  $     93,564    $      76,556
                                ================================================================================================

Accumulation units
   outstanding                        40,233.63       34,581.64      13,698.83        4,385.59       7,730.09         7,834.08
                                ================================================================================================

Net asset value and
   redemption price per unit      $       12.15   $       15.76   $      16.83    $      10.58   $      12.10    $        9.76
                                ================================================================================================

Investment sub-account
   information:

     Number of mutual fund
       shares                         17,510.41       11,415.52       6,076.13        2,176.36       4,008.62         7,617.47

     Net asset value per share    $       27.92   $       47.75   $      37.94    $      21.31   $      23.34    $       10.05

     Investment cost              $     447,168   $     420,284   $    179,168    $      44,039  $     78,418    $      77,547

See accompanying notes.



<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Assets And Liabilities (continued)

                                December 31, 1999


                                                                    MSDW UF           OCC             OCC
                                    MSDW UF         MSDW UF         EMERGING      ACCUMULATION   ACCUMULATION  TRANSAMERICA VIF
                                      HIGH       INTERNATIONAL   MARKETS EQUITY  TRUST MANAGED  TRUST SMALL CAP     GROWTH
                                     YIELD           MAGNUM       SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
                                  SUB-ACCOUNT     SUB-ACCOUNT
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS
Investments, at fair value        $      27,299   $      36,166   $      2,040    $      73,852  $      1,751    $     995,503
Due from Transamerica Life                    -               -              -                -             -               58
                                ------------------------------------------------------------------------------------------------
Total assets                             27,299          36,166          2,040           73,852         1,751          995,561


LIABILITIES
Due to Transamerica Life                      -               1              -                -             -                -
                                ------------------------------------------------------------------------------------------------
Total liabilities                             -               1              -                -             -                -
                                ------------------------------------------------------------------------------------------------

Net assets                        $      27,299   $      36,165   $      2,040    $      73,852  $      1,751    $     995,561
                                ================================================================================================

Accumulation units
   outstanding                         2,608.54       2,805.23          137.92        7,006.21         165.29        78,613.75
                                ================================================================================================

Net asset value and
   redemption price per unit      $       10.47   $      12.89    $      14.79    $      10.54   $      10.59    $       12.66
                                ================================================================================================

Investment sub-account
   information:

     Number of mutual fund
       shares                          2,665.94       2,603.77           147.42       1,691.92          77.75        37,410.84

     Net asset value per share    $       10.24   $      13.89    $       13.84   $      43.65   $      22.52    $       26.61

     Investment cost              $      28,088   $      33,424   $       2,005   $      72,128  $      1,806    $     795,760
</TABLE>

See accompanying notes.


<PAGE>
<TABLE>
<CAPTION>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Assets And Liabilities (continued)

                                December 31, 1999


                                                                          TRANSAMERICA VIF     PIMCO
                                                                               MONEY         STOCKPLUS
                                                                               MARKET         GROWTH &
                                                                            SUB-ACCOUNT        INCOME
                                                                                            SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                         <C>             <C>
Investments, at fair value                                                  $  1,396,689    $           -
Due from Transamerica Life                                                             -                -
                                                                          ---------------------------------
Total assets                                                                   1,396,689                -


LIABILITIES
Due to Transamerica Life                                                               -                -
                                                                          ---------------------------------
Total liabilities                                                                      -                -
                                                                          ---------------------------------

Net assets                                                                  $  1,396,689    $           -
                                                                          =================================

Accumulation units outstanding                                              1,352,946.92               -
                                                                          =================================

Net asset value and redemption price per unit                               $        1.03   $          -
                                                                          =================================

Investment sub-account information:

   Number of mutual fund shares                                             1,396,689.06               -

   Net asset value per share                                                $        1.00   $          -

   Investment cost                                                          $   1,396,689   $          -

See accompanying notes.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                             Statement of Operations

               Period May 14, 1999 (Commencement of Operations) to
                                December 31, 1999


                                             ALGER
                                            AMERICAN     ALLIANCE VPF   ALLIANCE VPF   DREYFUS VIF   DREYFUS VIF
                                            INCOME &   GROWTH & INCOME     PREMIER       CAPITAL        SMALL
                                             GROWTH      SUB-ACCOUNT       GROWTH      APPRECIATION      CAP
                                          SUB-ACCOUNT                    SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------

- ------------------------------------------
<S>                                        <C>            <C>             <C>           <C>           <C>
Investment income                          $        -     $       -       $       278   $    1,284    $        -
- ------------------------------------------

- ------------------------------------------
Expenses:
- ------------------------------------------
   Mortality and expense risk charge             (657)         (249)           (1,394)        (507)         (356)
- -------------------------------------------------------------------------------------------------------------------

- ------------------------------------------
Net investment income (expense)                  (657)         (249)           (1,116)         777          (356)
- ------------------------------------------

- ------------------------------------------
Net realized and unrealized gain (loss) on investments:
- ------------------------------------------
     Realized gain (loss) on investment
       transactions                             5,654          (276)            9,801          576        (2,380)
- ------------------------------------------
     Unrealized appreciation
       (depreciation) of investments           58,819         6,132            58,539        6,063        18,178
- -------------------------------------------------------------------------------------------------------------------

- ------------------------------------------
Net gain (loss) on investments                 64,473         5,856            68,340        6,639        15,798
- -------------------------------------------------------------------------------------------------------------------

- ------------------------------------------
Net increase (decrease) in net
   assets                                  $   63,816     $   5,607       $    67,224   $    7,416    $   15,442
   resulting from operations
- -----------------------------------------==========================================================================

See accompanying notes.



<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Operations (continued)

               Period May 14, 1999 (Commencement of Operations) to
                                December 31, 1999


                                                          JANUS                    MFS VIT
                                            JANUS         ASPEN       MFS VIT      GROWTH                     MSDW UF
                                            ASPEN       WORLDWIDE    EMERGING       WITH        MFS VIT        FIXED
                                           BALANCED      GROWTH       GROWTH       INCOME       RESEARCH      INCOME
                                         SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Investment income                         $     5,410   $       38   $        -   $        -   $        -    $    2,052
- -----------------------------------------

- -----------------------------------------
Expenses:
- -----------------------------------------
   Mortality and expense risk charge           (1,293)      (1,275)        (363)         (99)        (306)         (149)
- -------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net investment income (expense)                 4,117       (1,237)        (363)         (99)        (306)        1,903
- -----------------------------------------

- -----------------------------------------
Net realized and unrealized gain (loss) on investments:
- -----------------------------------------
     Realized gain (loss) on investment
       transactions                             4,118        5,404        5,898        1,293        1,469          (500)
- -----------------------------------------
     Unrealized appreciation
       (depreciation) of investments           41,723      124,807       51,360        2,339       15,143          (991)
- -------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net gain (loss) on investments                 45,841      130,211       57,258        3,632       16,612        (1,491)
- -------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net increase (decrease) in net
   assets resulting from operations       $    49,958   $  128,974   $   56,895   $    3,533   $   16,306    $      412
- ----------------------------------------=================================================================================

See accompanying notes.


<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Operations (continued)

               Period May 14, 1999 (Commencement of Operations) to
                                December 31, 1999


                                                                    MSDW UF          OCC            OCC
                                        MSDW UF       MSDW UF       EMERGING    ACCUMULATION   ACCUMULATION   TRANSAMERICA
                                          HIGH     INTERNATIONAL    MARKETS     TRUST MANAGED TRUST SMALL CAP      VIF
                                         YIELD         MAGNUM        EQUITY      SUB-ACCOUNT    SUB-ACCOUNT      GROWTH
                                      SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT                                  SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Investment income                      $     1,644   $       188   $         -   $          -   $          -   $     1,788
- --------------------------------------

- --------------------------------------
Expenses:
- --------------------------------------
   Mortality and expense risk charge           (58)         (100)            -           (243)            (6)       (2,746)
- -----------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Net investment income (expense)              1,586            88             -           (243)            (6)         (958)
- --------------------------------------

- --------------------------------------
Net realized and unrealized gain (loss) on investments:
- --------------------------------------
     Realized gain (loss) on
       investment transactions                (180)          650            58             13             (1)          749
- --------------------------------------
     Unrealized appreciation
       (depreciation) of investments          (789)        2,742            35          1,724            (55)      199,743
- -----------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Net gain (loss) on investments                (969)        3,392            93          1,737            (56)      200,492
- -----------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Net increase (decrease) in net
   assets resulting from operations    $       617   $     3,480   $        93   $      1,494   $        (62)  $   199,534
- -------------------------------------========================================================================================

See accompanying notes.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Operations (continued)

               Period May 14, 1999 (Commencement of Operations) to
                                December 31, 1999


                                                                           TRANSAMERICA VIF     PIMCO
                                                                                MONEY         STOCKPLUS
                                                                                MARKET        GROWTH &
                                                                             SUB-ACCOUNT       INCOME
                                                                                             SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------
<S>                                                                          <C>             <C>
Investment income                                                            $     13,082    $          -
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
Expenses:
- ----------------------------------------------------------------------------
   Mortality and expense risk charge                                               (3,465)              -
- -----------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------
Net investment income (expense)                                                     9,617               -
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments:
- ----------------------------------------------------------------------------
   Realized gain (loss) on investment transactions                                      -               -
- ----------------------------------------------------------------------------
   Unrealized appreciation (depreciation) of investments                                -               -
- -----------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------
Net gain (loss) on investments                                                          -               -
- -----------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations              $      9,617    $          -
- ---------------------------------------------------------------------------================================

See accompanying notes.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Changes in Net Assets

               Period May 14, 1999 (Commencement of Operations) to
                                December 31, 1999


                                      ALGER
                                                       AMERICAN    ALLIANCE VPF   ALLIANCE VPF  DREYFUS VIF   DREYFUS VIF
                                                       INCOME &   GROWTH & INCOME   PREMIER       CAPITAL        SMALL
                                                        GROWTH      SUB-ACCOUNT      GROWTH     APPRECIATION      CAP
                                                     SUB-ACCOUNT                  SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
- ----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------
Increase (decrease) in net assets:
- -----------------------------------------------------
   From operations:
- -----------------------------------------------------
<S>                                                   <C>           <C>            <C>           <C>           <C>
     Net investment income (expense)                  $    (657)    $    (249)     $  (1,116)    $     777     $    (356)
- -----------------------------------------------------
     Realized gain (loss) on investment transactions      5,654          (276)         9,801           576        (2,380)
- -----------------------------------------------------
     Unrealized appreciation (depreciation)
       of investments                                    58,819         6,132         58,539         6,063        18,178
- ----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                       63,816         5,607         67,224         7,416        15,442
- -----------------------------------------------------

- -----------------------------------------------------
From policy related transactions:
- -----------------------------------------------------
   Premiums deposited                                    84,551        62,590        262,057        88,649        86,930
- -----------------------------------------------------
   Redemptions                                             (674)         (302)        (1,704)         (511)         (733)
- -----------------------------------------------------
   Transfers between fixed account and sub-accounts
                                                        160,187        68,956        166,047        46,698        18,108
- ----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------
Net increase in net assets resulting from policy
   related transactions                                 244,064       131,244        426,400       134,836       104,305
- ----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------
Total increase in net assets                            307,880       136,851        493,624       142,252       119,747
- -----------------------------------------------------

- -----------------------------------------------------
Net assets at beginning of period                             -             -              -             -             -
- ----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------
Net assets at end of period                           $ 307,880     $ 136,851      $ 493,624     $ 142,252     $ 119,747
- ----------------------------------------------------========================================================================

See accompanying notes.



<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                                    Statement of Changes in Net Assets (continued)

               Period May 14, 1999 (Commencement of Operations) to
                                December 31, 1999


                                                           JANUS                      MFS VIT
                                            JANUS          ASPEN        MFS VIT        GROWTH                      MSDW UF
                                            ASPEN        WORLDWIDE      EMERGING        WITH        MFS VIT         FIXED
                                           BALANCED       GROWTH         GROWTH        INCOME       RESEARCH       INCOME
                                         SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Increase (decrease) in net assets:
- -----------------------------------------
   From operations:
- -----------------------------------------
     Net investment income (expense)      $     4,117   $    (1,237)   $      (363)  $       (99)  $      (306)  $     1,903
- -----------------------------------------
       Realized gain (loss) on
         investment transactions                4,118         5,404          5,898         1,293         1,469          (500)
- -----------------------------------------
       Unrealized appreciation
         (depreciation) of investments         41,723       124,807         51,360         2,339        15,143          (991)
- -------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net increase (decrease) in net assets
   resulting from operations                   49,958       128,974         56,895         3,533        16,306           412
- -----------------------------------------

- -----------------------------------------
From policy related transactions:
- -----------------------------------------
   Premiums deposited                         290,813       216,368         79,278        22,369        72,759        21,501
- -----------------------------------------
   Redemptions                                 (1,598)       (1,257)          (335)          (92)         (323)         (170)
- -----------------------------------------
   Transfers between fixed account and
     sub-accounts                             149,723       201,026         94,702        20,569         4,822        54,813
- -------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net increase in net assets resulting
   from policy related transactions           438,938       416,137        173,645        42,846        77,258        76,144
- -------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Total increase in net assets                  488,896       545,111        230,540        46,379        93,564        76,556
- -----------------------------------------

- -----------------------------------------
Net assets at beginning of period                   -             -              -             -             -             -
- -------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net assets at end of period               $   488,896   $   545,111    $   230,540   $    46,379   $    93,564   $    76,556
- ----------------------------------------=======================================================================================

See accompanying notes.



<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                                    Statement of Changes in Net Assets (continued)

               Period May 14, 1999 (Commencement of Operations) to
                                December 31, 1999


                                                                     MSDW UF           OCC            OCC
                                        MSDW UF       MSDW UF        EMERGING     ACCUMULATION   ACCUMULATION   TRANSAMERICA
                                          HIGH     INTERNATIONAL     MARKETS      TRUST MANAGED TRUST SMALL CAP      VIF
                                         YIELD         MAGNUM         EQUITY       SUB-ACCOUNT    SUB-ACCOUNT      GROWTH
                                      SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT                                   SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Increase (decrease) in net assets:
- --------------------------------------
   From operations:
- --------------------------------------
     Net investment income (expense)
                                       $     1,586   $        88   $           -   $      (243)   $         (6)  $       (958)
- --------------------------------------
     Realized gain (loss) on
       investment transactions                (180)          650              58            13              (1)           749
- --------------------------------------
     Unrealized appreciation
       (depreciation) of investments          (789)        2,742              35         1,724             (55)       199,743
- -------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Net increase (decrease) in net
   assets resulting from operations            617         3,480              93         1,494             (62)       199,534
- --------------------------------------

- --------------------------------------
From policy related transactions:
- --------------------------------------
   Premiums deposited                        7,349        25,000               -        47,583           1,819        569,369
- --------------------------------------
   Redemptions                                 (68)         (137)              -          (257)             (9)        (3,006)
- --------------------------------------
   Transfers between fixed account
     and sub-accounts                       19,401         7,822           1,947        25,032               3        229,664
- -------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Net increase in net assets resulting
   from policy related transactions         26,682        32,685           1,947        72,358           1,813        796,027
- -------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Total increase in net assets                27,299        36,165           2,040        73,852           1,751        995,561
- --------------------------------------

- --------------------------------------
Net assets at beginning of period                -             -               -             -               -              -
- -------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------
Net assets at end of period            $    27,299   $    36,165   $       2,040   $    73,852    $      1,751   $    995,561
- -------------------------------------==========================================================================================

See accompanying notes.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Changes in Net Assets (continued)

               Period May 14, 1999 (Commencement of Operations) to
                                December 31, 1999


                                                                             TRANSAMERICA       PIMCO
                                                                                  VIF         STOCKPLUS
                                                                                 MONEY        GROWTH &
                                                                                MARKET         INCOME
                                                                              SUB-ACCOUNT    SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------
Increase (decrease) in net assets:
- -----------------------------------------------------------------------------
   From operations:
- -----------------------------------------------------------------------------
<S>                                                                           <C>            <C>
     Net investment income (expense)                                          $      9,617   $          -
- -----------------------------------------------------------------------------
     Realized gain (loss) on investment transactions                                     -              -
- -----------------------------------------------------------------------------
     Unrealized appreciation (depreciation) of investments                               -              -
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                      9,617              -
- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
From policy related transactions:
- -----------------------------------------------------------------------------
   Premiums deposited                                                            2,635,660              -
- -----------------------------------------------------------------------------
   Redemptions                                                                      (6,098)             -
- -----------------------------------------------------------------------------
   Transfers between fixed account and sub-accounts                             (1,242,490)             -
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------
Net increase in net assets resulting from policy related transactions            1,387,072              -
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------
Total increase in net assets                                                     1,396,689              -
- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
Net assets at beginning of period                                                        -              -
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------
Net assets at end of period                                                   $  1,396,689   $          -
- ----------------------------------------------------------------------------===============================
</TABLE>

See accompanying notes.



<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1999


1. ORGANIZATION

Separate  Account  VUL-2  of  Transamerica  Occidental  Life  Insurance  Company
(Separate  Account) was  established by  Transamerica  Occidental Life Insurance
Company (Transamerica Life) as a separate account under the laws of the State of
California  on June 11,  1996.  The  Separate  Account  is  registered  with the
Securities and Exchange Commission (the Commission) under the Investment Company
Act of 1940, as amended,  as a unit investment  trust and is designed to provide
life insurance benefits pursuant to variable life insurance contracts (Contract)
issued by  Transamerica  Life. The Separate  Account  commenced  operations when
initial deposits were received on May 14, 1999.

In accordance with the terms of the Policy,  all payments are directed either to
the fixed  account or to  sub-accounts  within the  Separate  Account.  Payments
allocated to the Separate Account by policy owners must be allocated to purchase
units of any or all of the Separate  Account's  nineteen  sub-accounts,  each of
which invests  exclusively  in a specific  corresponding  mutual fund  portfolio
(Fund).  The mutual fund portfolios are comprised of the 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 Growth with Income, MFS VIT
Research,  MSDW UF  Fixed  Income,  MSDW UF High  Yield,  MSDW UF  International
Magnum,  MSDW UF Emerging Markets Equity,  OCC Accumulation  Trust Managed,  OCC
Accumulation  Trust Small Cap,  Transamerica VIF Growth,  Transamerica VIF Money
Market and PIMCO StockPlus Growth & Income sub-accounts.  The Funds are open-end
management  investment  companies registered under the Investment Company Act of
1940.

2. SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements of the Separate Account have been prepared
on the basis of accounting  principles  generally accepted in the United States.
The preparation of financial  statements  requires  management to make estimates
and  assumptions  that affect amounts  reported in the financial  statements and
accompanying notes. Such estimates and assumptions could change in the future as
more information

<PAGE>


                            Separate Account VUL-2 of
                 Transamerica Occidental Life Insurance Company

                    Notes to Financial Statements (continued)




2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

becomes known which could impact the amounts reported and disclosed herein.  The
accounting  principles followed and the methods of applying those principles are
presented below:

Investment Valuation - Investments in the Funds' shares are carried at fair (net
asset) value.  Realized investment gains or losses on investments are determined
on a specific identification basis. Investment transactions are accounted for on
the date the order to buy or sell is executed (trade date).

Investment Income - Investment income consists of dividend income (both ordinary
and capital gains) and is recognized on the ex-dividend  date. All distributions
received are reinvested in the respective sub-accounts.

Federal Income Taxes - Operations of the Separate  Account are part of, and will
be taxed with,  those of Transamerica  Life, which is taxed as a "life insurance
company" under the Internal Revenue Code. Under current federal income tax laws,
income from assets  maintained in the Separate Account for the exclusive benefit
of participants generally is not subject to federal income tax.

3. EXPENSES AND CHARGES

Mortality and expense risk charges are deducted from each sub-account on a daily
basis which is equal,  on an annual basis, to 0.80% of the daily net asset value
of the sub-account and is paid to Transamerica  Life. An administrative  expense
charge is also deducted by  Transamerica  Life from each  sub-account on a daily
basis which is equal,  on an annual basis, to 0.30% of the daily net asset value
of the sub-account.

On a monthly basis,  a policyholder  account is reduced by a fee for the cost of
insurance,  which  varies  depending  on the type of contract  and  underwriting
class.  For the first ten contract years, an annual fee equal to 0.40% and 0.20%
is deducted for  distribution  expenses and for federal,  state and local taxes,
respectively.  Currently,  there is no transaction fee for partial  withdrawals.
Transamerica  Life reserves the right to impose a withdrawal  transaction fee of
2.0% of the amount  withdrawn  not to exceed $25.  The first 18  transfers  in a
policy  year are free.  After  that,  a  transfer  charge  not to exceed  $25 is
deducted from amounts  transferred in that policy year.  For each  projection of
value in addition to the annual  statement during a contract year, a transaction
charge of $25 is deducted from the policy value.


<PAGE>


4. REMUNERATION

The Separate  Account pays no  remuneration  to  directors,  advisory  boards or
officers or such other  persons who may from time to time  perform  services for
the Separate Account.

5. INVESTMENT TRANSACTIONS

The aggregate  cost of purchases  and the  aggregate  proceeds from the sales of
investments for the period ended December 31, 1999 were:
<TABLE>
<CAPTION>

                                                      ALGER
                                                 AMERICAN INCOME  ALLIANCE VPF    ALLIANCE VPF    DREYFUS VIF
                                                     & GROWTH    GROWTH & INCOME    PREMIER         CAPITAL
                                                   SUB-ACCOUNT     SUB-ACCOUNT       GROWTH       APPRECIATION
                                                                                  SUB-ACCOUNT     SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------

- --------------------------------------------------
<S>                                               <C>             <C>            <C>             <C>
Aggregate purchases                               $     265,634   $     143,705  $     591,857   $     166,753
                                                 ================================================================

Aggregate proceeds from sales                     $      22,236   $      12,713  $     166,585   $      31,140
                                                 ================================================================

                                                                      JANUS                         MFS VIT
                                   DREYFUS VIF        JANUS           ASPEN         MFS VIT          GROWTH
                                      SMALL           ASPEN         WORLDWIDE   EMERGING GROWTH       WITH
                                       CAP           BALANCED        GROWTH       SUB-ACCOUNT        INCOME
                                   SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT                    SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------

- ----------------------------------
Aggregate purchases               $     232,225    $    515,141    $    446,852   $    194,039    $     77,568
- ---------------------------------================================================================================

- ----------------------------------
Aggregate proceeds from sales     $     128,281    $     72,094    $     31,973   $     20,768    $     34,820
- ---------------------------------================================================================================


                                                                                                    MSDW UF
                                                     MSDW UF         MSDW UF        MSDW UF         EMERGING
                                     MFS VIT          FIXED           HIGH       INTERNATIONAL   MARKETS EQUITY
                                     RESEARCH         INCOME          YIELD          MAGNUM       SUB-ACCOUNT
                                   SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------

- ----------------------------------
Aggregate purchases                $     89,327    $    100,628    $     32,997   $     46,734    $      3,847
- ---------------------------------================================================================================

- ----------------------------------
Aggregate proceeds from sales      $     12,379    $     22,581    $      4,729   $     13,961    $      1,901
- ---------------------------------================================================================================


<PAGE>



                                       OCC             OCC                      TRANSAMERICA VIF     PIMCO
                                   ACCUMULATION    ACCUMULATION   TRANSAMERICA       MONEY         STOCKPLUS
                                  TRUST MANAGED  TRUST SMALL CAP       VIF           MARKET         GROWTH &
                                   SUB-ACCOUNT      SUB-ACCOUNT      GROWTH       SUB-ACCOUNT        INCOME
                                                                   SUB-ACCOUNT                    SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------

- ----------------------------------
Aggregate purchases                $     72,555    $      1,819    $    849,160   $  2,869,736    $          -
- ---------------------------------================================================================================

- ----------------------------------
Aggregate proceeds from sales      $        441    $         12    $     54,149   $  1,473,047    $          -
- ---------------------------------================================================================================


</TABLE>


<PAGE>




<PAGE>



                 Transamerica Occidental Life Insurance Company

                     Financial Statements - Statutory Basis

                                   Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>

                                    CONTENTS

<S>                                                                                                    <C>
Report of Independent Auditors..........................................................................1

Audited Financial Statements

Balance Sheets - Statutory Basis........................................................................3
Statements of Operations - Statutory Basis..............................................................5
Statements of Changes in Capital and Surplus - Statutory Basis..........................................6
Statements of Cash Flow - Statutory Basis...............................................................7
Notes to Financial Statements - Statutory Basis.........................................................9

Statutory Basis Financial Statement Schedules

Summary of Investments - Other Than Investments in Related Parties -
   Statutory Basis.....................................................................................39
Supplementary Insurance Information - Statutory Basis..................................................40
Reinsurance - Statutory Basis..........................................................................42

</TABLE>


<PAGE>


2







                         Report Of Independent Auditors

Board of Directors
Transamerica Occidental Life Insurance Company

We have audited the accompanying  statutory-basis balance sheets of Transamerica
Occidental  Life  Insurance  Company as of December  31, 1999 and 1998,  and the
related  statutory-basis  statements  of  operations,  changes  in  capital  and
surplus,  and cash flow for each of the three years in the period ended December
31, 1999. Our audits also included the  accompanying  statutory-basis  financial
statement  schedules  required by Article 7 of Regulation  S-X. These  financial
statements and schedules are the responsibility of the Company's management. Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

As described in Note 1 to the  financial  statements,  the Company  presents its
financial  statements  in conformity  with  accounting  practices  prescribed or
permitted by the California Department of Insurance, which practices differ from
accounting  principles  generally  accepted in the United States.  The variances
between such  practices  and  accounting  principles  generally  accepted in the
United  States  also are  described  in Note 1.  The  effects  on the  financial
statements of these variances are not reasonably  determinable  but are presumed
to be material.

In our opinion, because of the effects of the matters described in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with accounting  principles  generally accepted in the United States,
the financial  position of  Transamerica  Occidental  Life Insurance  Company at
December 31, 1999 and 1998,  or the results of its  operations or its cash flows
for each of the three years in the period December 31, 1999.



<PAGE>


However,  in our opinion,  the  financial  statements  referred to above present
fairly,  in all  material  respects,  the  financial  position  of  Transamerica
Occidental Life Insurance Company at December 31, 1999 and 1998, and the results
of its  operations  and its cash flow for each of the three  years in the period
ended December 31, 1999, in conformity with accounting  practices  prescribed or
permitted by the California  Department of Insurance.  Also, in our opinion, the
related financial statement schedules,  when considered in relation to the basic
statutory-basis  financial  statements  taken as a whole,  present fairly in all
material respects the information set forth therein.



March 31, 2000


<PAGE>


3
<TABLE>
<CAPTION>

                 Transamerica Occidental Life Insurance Company

                        Balance Sheets - Statutory Basis

                                 (Dollars in thousands, except per share amounts)


                                                                                   DECEMBER 31
                                                                             1999              1998
                                                                      --------------------------------------

ADMITTED ASSETS Cash and invested assets:
<S>                                                                     <C>               <C>
   Bonds                                                                $    12,820,804   $    12,135,178
   Preferred stocks - unaffiliated                                               77,231            40,941
   Preferred stocks - subsidiaries                                               58,219            56,860
   Common stocks - unaffiliated                                               1,270,039           773,490
   Common stocks - subsidiaries                                                 984,400           965,485
   Mortgage loans on real estate                                                385,590           387,038
   Real estate                                                                  101,195           102,748
   Policy loans                                                                 409,534           410,628
   Cash and short-term investments                                              132,454           513,557
   Other investments                                                            218,997           194,264
                                                                      --------------------------------------
Total cash and invested assets                                               16,458,463        15,580,189


Federal income tax receivable                                                   160,075                 -
Accrued investment income                                                       226,823           210,932
Deferred and uncollected premiums                                               227,722          (807,951)
Reinsurance receivable                                                          249,225         1,201,639
Other admitted assets                                                           245,696           255,744
Separate account assets                                                       4,229,395         3,443,277
                                                                      --------------------------------------
Total admitted assets                                                   $    21,797,399   $    19,883,830
                                                                      ======================================


<PAGE>


15








                                                                                  DECEMBER 31
                                                                            1999              1998
                                                                     --------------------------------------

LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
   Reserves for future policy benefits                                 $     9,695,196   $     9,428,282
   Policy and contract claims payable                                          296,789           156,147
   Supplementary contracts without life contingencies                          208,349           215,548
   Funding agreements                                                        2,228,261         1,927,054
   Other policy liabilities                                                    114,442           115,361
   Funds held under coinsurance                                              2,274,229         2,123,810
   Asset valuation reserve                                                     578,958           400,616
   Interest maintenance reserve                                                 58,721            61,514
   Other liabilities                                                           310,404           285,030
   Separate account liabilities                                              4,068,126         3,326,306
                                                                     --------------------------------------
Total liabilities                                                           19,833,475        18,039,668

Capital and surplus:
   Common Stock ($12.50 par value):
     Authorized - 4,000,000 shares
     Issued and outstanding - 2,206,933 shares                                  27,587            27,587
   Contributed surplus                                                         509,600           372,538
   Unassigned surplus                                                        1,426,737         1,444,037
                                                                     --------------------------------------
Total capital and surplus                                                    1,963,924         1,844,162
                                                                     --------------------------------------
Total liabilities and capital and surplus                              $    21,797,399   $    19,883,830
                                                                     ======================================
</TABLE>

See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                 Transamerica Occidental Life Insurance Company

                   Statements of Operations - Statutory Basis

                             (Dollars in thousands)

                                                                         YEAR ENDED DECEMBER 31
                                                                  1999            1998            1997
                                                            -------------------------------------------------
Revenues:
<S>                                                           <C>             <C>             <C>
   Premiums and annuity considerations                        $   1,368,016   $   1,608,525   $   1,715,745
   Fund deposits                                                    351,170         363,889         395,162
   Considerations for supplementary contracts without life
     contingencies                                                  212,513         259,660         240,065
   Net investment income                                          1,125,042       1,078,543       1,028,054
   Commissions and expense allowances on reinsurance ceded
                                                                    469,910         471,943         283,794
   Other                                                            550,544         900,281         228,649
                                                            -------------------------------------------------
                                                                  4,077,195       4,682,841       3,891,469
Benefits and expenses:
   Benefits paid or provided for:
     Death benefits                                                 392,276         595,585         432,019
     Annuity benefits                                               582,542         570,424         754,609
     Disability benefits                                             10,199          36,590         139,278
     Surrender benefits and other fund withdrawals                  694,766         616,224         429,449
     Increase (decrease) in reserves                                266,814        (447,419)       (631,054)
     Payments on supplementary contracts                            231,717         243,383         235,594
     Endowments                                                       2,397           2,504           2,000
     Other                                                          112,059         102,093          96,546
                                                            -------------------------------------------------
                                                                  2,292,770       1,719,384       1,458,441
   Expenses:
     Commissions and expense allowances                             691,802         728,533         554,979
     Reinsurance reserve transfer                                         -         671,651         792,425
     Other operating expenses                                       857,912       1,300,821         758,855
     Net transfers to separate accounts                              50,572         200,243         152,998
                                                            -------------------------------------------------
                                                                  1,600,286       2,901,248       2,259,257
                                                            -------------------------------------------------
                                                                  3,893,056       4,620,632       3,717,698
                                                            -------------------------------------------------
Gain from operations before dividends to policyholders,
   federal income tax expense (benefit) and net realized
   capital gains (losses)                                           184,139          62,209         173,771
Dividends to policyholders                                            9,294           8,206           9,453
                                                            -------------------------------------------------
Gain from operations before federal income tax expense
   (benefit) and net realized capital gains (losses)                174,845          54,003         164,318
Federal income tax expense (benefit)                                 30,330         (70,408)         58,514
                                                            -------------------------------------------------
Gain from operations before net realized capital gains
   (losses)                                                         144,515         124,411         105,804
Net realized capital gains (losses)                                  17,515          76,071          (9,332)
                                                            -------------------------------------------------
Net income                                                    $     162,030   $     200,482   $      96,472
                                                            =================================================

See accompanying notes.


<PAGE>


                 Transamerica Occidental Life Insurance Company

                          Statements of Changes in Capital and Surplus - Statutory Basis

                             (Dollars in thousands)


                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------

Capital and surplus at beginning of year               $    1,844,162    $    1,556,228   $    1,249,045
Net income                                                    162,030           200,482           96,472
Increase in net unrealized capital gains                      119,420           261,540          246,829
Increase in non-admitted assets and
   related items                                               (2,824)          (45,392)         (41,778)
(Decrease) increase in liability for reinsurance in
   unauthorized companies                                      (4,646)           (3,137)           1,038
Increase in asset valuation reserve                          (178,342)          (39,153)         (66,577)
Increase in surplus in separate account statement
                                                               16,637            32,572           29,459
Contributed capital                                           137,062             3,800          127,194
Prior year adjustments                                        (14,710)          (21,276)         (47,998)
Dividends paid to parent                                      (79,000)          (80,000)         (61,311)
Change in benefit reserve valuation basis                           -                 -           (7,782)
Increase (decrease) as a result of
   reinsurance                                                (35,865)          (21,502)          31,637
                                                     ------------------------------------------------------
Capital and surplus at end of year                     $    1,963,924    $    1,844,162   $    1,556,228
                                                     ======================================================

See accompanying notes.



<PAGE>


                 Transamerica Occidental Life Insurance Company

                    Statements of Cash Flow - Statutory Basis

                             (Dollars in thousands)


                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------
OPERATING ACTIVITIES
Premiums and annuity considerations                    $      319,552    $    2,642,142   $    1,612,975
Fund deposits                                                 351,170           363,889          395,162
Other policy proceeds and considerations                      212,546           259,627          240,280
Allowances and reserve adjustments received on
   reinsurance ceded                                        1,861,584            93,368          249,623
Investment income received                                  1,088,846         1,068,856          996,628
Other income received                                         141,247           194,037          274,793
Life and accident and health claims paid                     (266,727)         (661,006)        (487,861)
Surrender benefits and other fund withdrawals paid
                                                             (695,777)         (618,854)        (442,793)
Annuity and other benefits paid                              (962,151)         (948,840)      (1,046,532)
Commissions, other expenses and taxes
   paid                                                    (1,027,317)         (950,827)        (777,851)
Dividends paid to policyholders                                (9,136)           (8,102)         (10,101)
Federal income taxes received (paid)                         (146,945)           15,764          (12,411)
Reinsurance reserve transfers and other                      (618,898)       (1,891,421)      (1,552,528)
                                                     ------------------------------------------------------
Net cash provided by (used in) operating activities
                                                              247,994          (441,367)        (560,616)

INVESTING ACTIVITIES
Proceeds from investments sold, matured
   or repaid:
     Bonds                                                  2,993,985         3,938,693        3,525,839
     Stocks                                                   220,666           488,559          138,284
     Mortgage loans                                            11,248            37,335           34,216
     Real estate                                                3,050            20,300            3,660
     Other invested assets                                        200             3,984            8,580
     Miscellaneous proceeds                                       407           (25,830)           7,140
                                                     ------------------------------------------------------
Total investment proceeds                                   3,229,556         4,463,041        3,717,719
Taxes paid on capital gains                                         -                 -           (7,481)
                                                     ------------------------------------------------------
Net proceeds from sales, maturities, or repayments
   of investments                                           3,229,556         4,463,041        3,710,238


<PAGE>


                 Transamerica Occidental Life Insurance Company

                               Statements of Cash Flow - Statutory Basis (continued)

                             (Dollars in thousands)


                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------

Cost of investments acquired:
   Bonds                                               $   (3,656,035)   $   (4,225,623)  $   (4,103,637)
   Stocks                                                    (611,404)         (331,131)        (311,708)
   Mortgage loans                                              (9,800)         (121,139)         (40,000)
   Real estate                                                 (5,064)           (7,030)          (2,765)
   Other invested assets                                      (35,204)          (36,752)          (2,031)
   Miscellaneous applications                                 (93,194)                -                -
                                                     ------------------------------------------------------
Total cost of investments acquired                         (4,410,701)       (4,721,675)      (4,460,141)
Net decrease (increase) in policy loans                         1,094            (3,174)          (7,996)
                                                     ------------------------------------------------------
Net cost of investments acquired                           (4,409,607)       (4,724,849)      (4,468,137)
                                                     ------------------------------------------------------
Net cash used in investing activities                      (1,180,051)         (261,808)        (757,899)

Financing and miscellaneous activities:
   Other cash provided:
     Capital and surplus paid-in                              137,062             3,800          127,194
     Other sources                                            562,978         1,485,965        1,558,615
                                                     ------------------------------------------------------
Total other cash provided                                     700,040         1,489,765        1,685,809

Other cash provided (applied):
   Dividends paid to shareholders                             (79,000)          (80,000)         (61,311)
   Other applications, net                                    (70,086)         (347,482)        (162,103)
                                                     ------------------------------------------------------
Total other cash provided (applied)                          (149,086)         (427,482)        (223,414)
                                                     ------------------------------------------------------
Net cash provided by financing and miscellaneous
   activities                                                 550,954         1,062,283        1,462,395
                                                     ------------------------------------------------------
Net (decrease) increase in cash and short-term
   investments                                               (381,103)          359,108          143,880

Cash and short-term investments:
   Beginning of year                                          513,557           154,449           10,569
                                                     ------------------------------------------------------
   End of year                                         $      132,454    $      513,557   $      154,449
                                                     ======================================================

See accompanying notes.


</TABLE>

<PAGE>


                 Transamerica Occidental Life Insurance Company

                 Notes to Financial Statements - Statutory Basis

                                December 31, 1999


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Transamerica  Occidental  Life  Insurance  Company (the Company) is domiciled in
California.  The Company is a wholly owned subsidiary of Transamerica  Insurance
Corporation of California,  which is a wholly owned  subsidiary of  Transamerica
Corporation.   The  Company  has  three  wholly  owned  insurance  subsidiaries:
Transamerica  Life Insurance and Annuity  Company  (TALIAC),  Transamerica  Life
Insurance Company of Canada and Transamerica Life Insurance Company of New York.
TALIAC  has  one  wholly  owned  insurance  subsidiary,  Transamerica  Assurance
Company.  During  1999,  Transamerica  Corporation  was merged  with an indirect
wholly owned  subsidiary of AEGON N.V., a holding  company  organized  under the
laws of the Netherlands.

NATURE OF BUSINESS

The Company engages in providing life insurance,  pension and annuity  products,
reinsurance,   structured   settlements   and  investment   products  which  are
distributed through a network of independent and  company-affiliated  agents and
independent  brokers. The Company's customers are primarily in the United States
and are distributed in 50 states (reinsurance is the only product distributed in
New York).

BASIS OF PRESENTATION

Certain amounts reported in the accompanying  financial  statements are based on
management's  best estimates and judgment,  subject to the minimum  requirements
imposed by  regulatory  authorities.  Actual  results  could  differ  from those
estimates.

The  accompanying  financial  statements  have been prepared in conformity  with
statutory  accounting  practices (SAP) prescribed or permitted by the California
Department of Insurance (the California Department), which vary in some respects
from accounting  principles  generally accepted in the United States (GAAP). The
more significant variances from GAAP are as follows:

     The  accounts  and  operations  of  the  Company's   subsidiaries  are  not
     consolidated  but are  included  in  investments  in  common  stocks at the
     statutory net carrying  value.  Changes in the  subsidiaries'  net carrying
     values are charged or credited directly to unassigned surplus.


<PAGE>


                 Transamerica Occidental Life Insurance Company

           Notes to Financial Statements - Statutory Basis (continued)




1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

     Bonds,  where  permitted,  are  carried  at  amortized  cost,  rather  than
     segregating  the  portfolio  into  held-to-maturity  (reported at amortized
     cost), available-for-sale (reported at fair value) and trading (reported at
     fair value) classifications.

     The costs of acquiring new and renewal  business,  such as commissions  and
     underwriting and policy issue costs, are expensed when incurred rather than
     deferred and amortized over the terms of the related policies.

     Certain assets  recognized under GAAP,  principally  agents' debit balances
     and  computer   software,   are   "non-admitted"   and  excluded  from  the
     accompanying  financial  statements  under SAP and are charged  directly to
     unassigned surplus.

     Reserves for future  policy  benefits  generally  are  calculated  based on
     mortality and interest  assumptions  that are  statutorily  required rather
     than using estimated  expected  experience or actual account balances.  The
     policy liabilities are reported net, rather than gross, of ceded amounts.

     Revenues for interest-sensitive life policies and investment-type contracts
     consist of the entire premium received and benefits  represent the benefits
     paid and the change in policy reserves.  Under GAAP,  premiums  received in
     excess of  policy  charges  are not  recognized  as  revenue  and  benefits
     represent  the excess of benefits  paid over the policy  account  value and
     interest credited to the account value.

     An Interest  Maintenance  Reserve  (IMR) is provided  which defers  certain
     realized  capital gains and losses  attributable  to changes in the general
     level of interest  rates.  Such deferred gains or losses are amortized into
     investment  income over the remaining period to maturity based on groupings
     of individual securities sold in five-year bands.

     An Asset Valuation  Reserve (AVR) is provided which  reclassifies a portion
     of surplus to liabilities.  The AVR is calculated  according to a specified
     formula  as   prescribed   by  the   National   Association   of  Insurance
     Commissioners  (NAIC) and is intended to stabilize  the  Company's  surplus
     against  possible  fluctuations  in the  market  values  of  bonds,  equity
     securities, mortgage loans, real estate, and other invested assets. Changes
     in the required AVR balance are charged or credited  directly to unassigned
     surplus.


<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

     Deferred federal income taxes are not provided for differences  between the
     financial statement amounts and tax bases of assets and liabilities.

     Policyholder  dividends are recognized  when declared  rather than over the
term of the related policies.

     A liability for reinsurance balances has been provided for unsecured policy
     reserves  ceded to  reinsurers  unauthorized  by  license  to  assume  such
     business.  Changes to those  amounts are  credited  or charged  directly to
     unassigned   surplus.   Under  GAAP,  an  allowance   for  amounts   deemed
     uncollectible would be established through a charge to earnings.

Other significant accounting policies are as follows:

INVESTMENTS

Investments are shown on the following bases:

     Bonds - where  permitted,  at  amortized  cost;  all others are  carried at
     values  prescribed by the  Securities  Valuation  Office of the NAIC (SVO);
     premiums  and  discounts  are  amortized  using the  interest  method.  For
     loan-backed bonds, the interest method including anticipated prepayments at
     the date of purchase is used. Prepayment  assumptions for loan-backed bonds
     are  estimated  using  broker  dealer  survey  values  and are based on the
     current  interest  rate  and  economic   environment.   The   retrospective
     adjustment method is used to value all securities, except for interest-only
     securities which are valued using the prospective method.

     Preferred  stocks - where permitted at cost, all others are carried at fair
value based on NAIC values.



<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

     Common  stocks - at fair  value  based on NAIC  market  values,  except for
     investments in subsidiaries which are at statutory net carrying values.

     Mortgage loans on real estate - at the aggregate unpaid balances.

     Real estate - at depreciated cost less encumbrances,  except for properties
     acquired in  satisfaction  of debt,  which are carried at the lower of fair
     value or cost, less encumbrances.

     Policy loans - at the aggregate unpaid principal balances.

     Other  investments  -  primarily  at the  lower  of  cost  or  fair  value.
     Derivative  instruments,  included in other investments in the accompanying
     balance sheet, are valued in accordance with the NAIC Accounting  Practices
     and Procedures  manual and Purposes and  Procedures  manual of the SVO. All
     derivative  instruments are used for hedging purposes and valued on a basis
     consistent with the hedged item.

The Company uses interest rate swaps, caps and floors, options and certain other
derivatives as part of its overall  interest rate risk  management  strategy for
certain  life  insurance  and  annuity  products.   As  the  Company  only  uses
derivatives for hedging purposes,  the Company values all derivative instruments
on a consistent basis as the hedged item. Upon termination,  gains and losses on
those  instruments are included in the carrying values of the underlying  hedged
items  and are  amortized  over  the  remaining  lives  of the  hedged  items as
adjustments  to  investment  income  or  benefits  from the  hedged  items.  Any
unamortized  gains or losses are recognized when the underlying hedged items are
sold.

Interest   rate  swap   contracts   are  used  to  convert  the  interest   rate
characteristics (fixed or variable) of certain investments to match those of the
related  insurance  liabilities  that the investments  are  supporting.  The net
interest  effect of such swap  transactions  is  reported  as an  adjustment  of
interest income from the hedged items as incurred.



<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

Interest rate caps and floors are used to limit the effects of changing interest
rates on yields of  variable  rate or  short-term  assets  or  liabilities.  The
initial cost of any such  agreements is amortized to net investment  income over
the life of the agreement.  Periodic payments that are receivable as a result of
the agreements are accrued as an adjustment of interest  income or benefits from
the hedged item.

Gains  and  losses  on   disposal  of   investments   are   recognized   on  the
specific-identification  basis.  Changes in the statutory  fair values of stocks
and those bonds carried at values  prescribed by the SVO,  rather than amortized
cost, are reported as unrealized gains or losses directly in unassigned  surplus
and, accordingly, have no effect on net income.

Short-term investments include investments with maturities of less than one year
at date of acquisition.

SEPARATE ACCOUNTS

The Company administers segregated asset accounts for pension and other clients.
The assets of the separate  accounts are not subject to liabilities  arising out
of any  business  the  Company  may  conduct  and are  reported  at fair  value.
Investment  risks  associated with fair value changes are primarily borne by the
clients. The liabilities of the separate accounts represent reserves established
to meet withdrawal and future benefit payment provisions of the contracts.

POLICY RESERVES AND CONTRACT CLAIMS

Life,  annuity,  and accident and health benefit  reserves are calculated  based
upon published tables using such interest rate assumptions and valuation methods
that will provide, in the aggregate,  reserves that meet the amounts required by
the California  Department.  The Company waives deduction of deferred fractional
premiums upon death of the insureds and returns any portion of the final premium
beyond the date of death.  Additional  reserves are established  where the gross
premiums on any  insurance in force are less than the net premiums  according to
the standard valuation set by the California Department.


<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

POLICY RESERVES AND CONTRACT CLAIMS (CONTINUED)

Contract claim  liabilities  include  provisions for reported  claims and claims
incurred but not reported, net of reinsurance ceded.

PREMIUM REVENUES

Premiums from life  insurance  policies are  recognized as revenue when due, and
premiums  from annuity  contracts are  recognized  when  received.  Accident and
health premiums are earned pro rata over the terms of the policies.

OTHER REVENUES

Other revenues  consist  primarily of profit  sharing on  reinsurance  ceded and
reserve adjustments on ceded modified coinsurance transactions.

REINSURANCE

Coinsurance premiums, commissions, expense reimbursements,  and reserves related
to reinsured  business are accounted for on bases  consistent with those used in
accounting for the original policies and the terms of the reinsurance contracts.
Gains  associated with reinsurance of inforce blocks of business are included in
surplus rather than gain from operations.  Premiums ceded and recoverable losses
have been reported as a reduction of premium income and benefits, respectively.

PRIOR YEAR ADJUSTMENTS

Prior year adjustments  charged directly to surplus in 1999 related primarily to
expenses incurred for sales practices litigation of $7 million (after tax) and a
suspense asset adjustment of $7 million (after tax).

Prior year adjustments in 1998 relate  primarily to expenses  incurred for sales
practices   litigation  of  $8  million  (after-tax)  and  a  reserve  valuation
adjustment of $13 million (after-tax) on single premium immediate annuities.

Prior year adjustments in 1997 relate  primarily to expenses  incurred for sales
practices  litigation  of  $15  million  (after-tax)  and  a  reserve  valuation
adjustment of $30 million (after-tax) on single premium immediate annuities.


<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain  reclassifications  of 1997 and 1998  amounts  have been made to conform
with the 1999 presentation.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

Fair  values for bonds are based on market  values  prescribed  by the SVO (NAIC
market  values)  rather than on actual or  estimated  market  values.  For bonds
without available NAIC market values, amortized costs are used as estimated fair
values. As of December 31, 1999 and 1998, the fair value of investments in bonds
includes  $5,366 million and $5,215  million,  respectively,  of bonds that were
valued at amortized cost.

Fair values for  preferred  and common  stocks are based on NAIC market  values,
except for  investment  in  subsidiaries  which are at  statutory  net  carrying
values.

Fair values for  mortgage  loans on real estate and policy  loans are  estimated
using discounted cash flow calculations, based on interest rates currently being
offered for similar loans to borrowers with similar credit  ratings.  Loans with
similar characteristics are aggregated for calculation purposes.

Fair values for derivative  instruments are estimated using values obtained from
independent pricing services.

The carrying amounts of cash and short-term  investments and accrued  investment
income approximate their fair value.

Fair  values  for  liabilities  under  investment-type  contracts,  included  in
reserves for future policy benefits and other policy liabilities,  are estimated
using discounted cash flow calculations, based on interest rates currently being
offered by similar contracts with maturities consistent with those remaining for
the contracts being valued.



<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
<TABLE>
<CAPTION>

The carrying values and fair values of financial  instruments are as follows (in
thousands):

                                                                      DECEMBER 31
                                                        1999                               1998
                                         -----------------------------------------------------------------------
                                              CARRYING           FAIR            CARRYING           FAIR
                                               VALUE             VALUE            VALUE             VALUE
                                         -----------------------------------------------------------------------

Financial assets:
<S>                                        <C>               <C>              <C>               <C>
   Bonds                                   $   12,820,804    $   12,681,458   $   12,135,178    $   12,834,818
   Preferred stocks                               135,450            93,071           97,801           100,909
   Common stocks                                2,254,439         2,254,439        1,738,975         1,738,975
   Mortgage loans on real estate                  385,590           363,650          387,038           409,714
   Policy loans                                   409,534           396,956          410,628           388,076
   Floors, caps and swaptions                      56,964            60,129           57,311           149,447
   Cash on hand and on deposit                    132,454           132,454          513,557           513,557
   Accrued investment income                      226,823           226,823          210,932           210,932

                                                                      DECEMBER 31
                                                        1999                               1998
                                         -----------------------------------------------------------------------
                                              CARRYING           FAIR            CARRYING           FAIR
                                               VALUE             VALUE            VALUE             VALUE
                                         -----------------------------------------------------------------------

Financial liabilities (liabilities for investment-type contracts):
     Single and flexible premium
       deferred annuities                  $    2,074,622    $    1,881,238   $    2,112,347    $    1,927,980
     Single premium immediate annuities
                                                4,035,133         4,217,004        3,924,227         4,820,607
     Other deposit contracts                    2,219,143         2,222,305        1,917,574         1,915,954

Off-balance sheet assets (liabilities):
   Exchange derivatives designated as hedges that are in a:
       Receivable position                              -            30,253                -            88,062
       Payable position                                 -           (96,206)               -           (17,025)

The Company enters into various interest-rate agreements in the normal course of
business primarily as a means of managing its interest rate exposure.
</TABLE>


<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

Interest rate swap agreements  generally  involve the periodic exchange of fixed
rate interest and floating rate interest payments by applying a specified market
index to the  underlying  contract or notional  amount,  without  exchanging the
underlying  notional  amounts.   Interest  rate  swap  agreements  are  intended
primarily for asset and liability  management.  The  differential  to be paid or
received on those interest rate swap agreements that are designated as hedges of
financial  assets  is  recorded  on an  accrual  basis  as a  component  of  net
investment  income.  The  differential  to be paid or received on those interest
rate swap agreements  that are designated as hedges of financial  liabilities is
recorded on an accrual basis as a component of benefits paid or provided.  While
the Company is not exposed to credit risk with respect to the  notional  amounts
of the interest rate swap agreements, the Company is subject to credit risk from
potential nonperformance of counterparties  throughout the contract periods. The
amounts  potentially  subject  to such  credit  risk are much  smaller  than the
notional  amounts.  The Company  controls  this  credit  risk by  entering  into
transactions  with  only  a  selected  number  of  high  quality   institutions,
establishing   credit  limits  and  maintaining   collateral  when  appropriate.
Generally,  the  Company is subject  to basis  risk when an  interest  rate swap
agreement  is not  funded.  As of  December  31,  1999,  there were no  unfunded
interest rate swap agreements.

Interest rate floor agreements  generally provide for the receipt of payments in
the event the  average  interest  rates  during a  settlement  period fall below
specified levels under interest rate floor  agreements.  These agreements enable
the Company to transfer,  modify, or reduce its interest rate risk and generally
require up front premium  payments.  The costs of interest rate floor agreements
are amortized over the contractual periods and resulting  amortization  expenses
are included in net  investment  income.  The  conditional  receipts under these
agreements  are recorded on an accrual  basis as a component  of net  investment
income if designated as hedges of financial assets or as a component of benefits
paid or provided if designated as hedges of financial liabilities.



<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
<TABLE>
<CAPTION>

The  information  on  derivative   instruments  is  summarized  as  follows  (in
thousands):

                                                     AGGREGATE NOTIONALWEIGHTED AVERAGE
                                                           AMOUNT         FIXED RATE
                                                                                            FAIR VALUE
                                                     ------------------------------------------------------

DECEMBER 31, 1999
Interest rate swap agreements  designated as hedges of financial  assets,  where
   the Company pays:
<S>                                                    <C>                    <C>         <C>
     Fixed rate interest                               $      296,133         6.46%       $       28,092
     Floating rate interest                                 1,516,308         5.95               (90,055)
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                    4,525         6.05                    20
Interest rate swap agreements designated as hedges
   of financial liabilities, where the Company pays:
     Floating rate interest                                   710,981         6.40                (4,394)
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                  237,500         6.13                  (260)
Interest rate floor agreements                                400,000            -                 3,065
Swaptions                                                   6,500,000         6.64                25,211
Call options                                                   31,999            -                31,853



<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

                                                     AGGREGATE NOTIONALWEIGHTED AVERAGE
                                                           AMOUNT         FIXED RATE
                                                                                            FAIR VALUE
                                                     ------------------------------------------------------

DECEMBER 31, 1998
Interest rate swap agreements  designated as hedges of financial  assets,  where
   the Company pays:
     Fixed rate interest                               $       44,950         5.95%       $          280
     Fixed rate interest                                      212,488         5.01               (13,525)
     Floating rate interest                                (1,495,000)        5.40                80,717
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                   15,833         5.06                   110
Interest rate swap agreements designated as hedges
   of financial liabilities, where the Company pays:
     Floating rate interest                                 1,204,456         5.42                 3,781
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                   37,500         4.84                  (339)
Interest rate floor agreements                                400,000              -              21,705
Swaptions                                                   6,500,000         5.19               101,754
Call options                                                   30,710              -              25,988
</TABLE>

Generally,  notional  amounts  indicate the volume of transactions and estimated
fair values indicate the amounts subject to credit risk.

Financial  instruments which potentially subject the Company to concentration of
credit risk consist principally of temporary cash investments, fixed maturities,
derivatives,  mortgage  loans on real estate and  reinsurance  receivables.  The
Company places its temporary cash investments with high credit quality financial
institutions.  Concentration of credit risk with respect to investments in fixed
maturities and mortgage loans on real

<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

estate  is  limited  due to the  large  number  of such  investments  and  their
dispersion  across many different  industries and geographic  areas. The Company
places reinsurance with only highly rated insurance  companies.  At December 31,
1999, the Company had no significant concentration of credit risk.

3. INVESTMENTS
<TABLE>
<CAPTION>

The  carrying  value  and  fair  value of  investments  in debt  securities  are
summarized as follows (in thousands):

                                                           GROSS             GROSS
                                        CARRYING         UNREALIZED       UNREALIZED           FAIR
                                          VALUE            GAINS            LOSSES            VALUE
                                    -----------------------------------------------------------------------
DECEMBER 31, 1999
U.S. Treasury securities and
   obligations of U.S. government
   corporations
<S>                                   <C>              <C>               <C>              <C>
   and agencies                       $      189,325   $       11,396    $        1,968   $      198,753
Obligations of states and political
   subdivisions                              106,484            3,673             1,482          108,675
Foreign governments                           50,820              353             3,328           47,845
Corporate securities                       9,345,228          103,079           230,148        9,218,159
Public utilities                           1,718,582           20,020            38,842        1,699,760
Mortgage and other asset- backed
   securities                              1,410,365                -             2,099        1,408,266
                                    -----------------------------------------------------------------------
                                      $   12,820,804   $      138,521    $      277,867   $   12,681,458
                                    =======================================================================


<PAGE>


3. INVESTMENTS (CONTINUED)

                                                           GROSS             GROSS
                                        CARRYING         UNREALIZED       UNREALIZED           FAIR
                                          VALUE            GAINS            LOSSES            VALUE
                                    -----------------------------------------------------------------------
DECEMBER 31, 1998
U.S. Treasury securities and
   obligations of U.S. government
   corporations
   and agencies                       $      148,427   $       57,226    $            -   $      205,653
Obligations of states and political
   subdivisions                              123,255           11,752                 -          135,007
Foreign governments                           39,940            2,115             1,486           40,569
Corporate securities                       8,430,358          476,428            22,687        8,884,099
Public utilities                           2,206,740          176,863               571        2,383,032
Mortgage and other asset- backed
   securities                              1,186,458                -                 -        1,186,458
                                    -----------------------------------------------------------------------
                                      $   12,135,178   $      724,384    $       24,744   $   12,834,818
                                    =======================================================================

Included in bonds is a $150 million note due from  Transamerica  Corporation  at
December 31, 1998.

The carrying  value and fair value of bonds at December 31, 1999, by contractual
maturity, are as follows (in thousands):


                                                                   CARRYING           FAIR
                                                                    VALUE             VALUE
                                                              ------------------------------------

Due in one year or less                                         $      137,778    $      138,280
Due after one year through five years                                2,021,208         2,019,633
Due after five years through ten years                               2,769,210         2,708,056
Due after ten years                                                  6,482,243         6,407,223
Mortgage and other asset-backed securities                           1,410,365         1,408,266
                                                              ------------------------------------
                                                                $   12,820,804    $   12,681,458
                                                              ====================================

Expected  maturities  may differ from  contractual  maturities  because  certain
borrowers have the right to call or prepay  obligations  with or without call or
prepayment penalties.

<PAGE>


3. INVESTMENTS (CONTINUED)

The costs and fair values of preferred  stocks and common  stocks  (unaffiliated
companies) are as follows (in thousands):

                                                       GROSS            GROSS           ESTIMATED
                                                    UNREALIZED        UNREALIZED          FAIR
                                      COST             GAINS            LOSSES            VALUE
                               -----------------------------------------------------------------------

DECEMBER 31, 1999
Preferred stocks                 $       77,231    $        6,399   $       41,182    $       42,448
Common stocks                           662,215           640,014           32,190         1,270,039

DECEMBER 31, 1998
Preferred stocks                 $       40,941    $        3,506   $           18    $       44,429
Common stocks                           299,048           483,421            8,979           773,490

The components of investment in real estate are as follows (in thousands):

                                                                 ACCUMULATED        CARRYING
                                                   COST          DEPRECIATION         VALUE
                                            ------------------------------------------------------

DECEMBER 31, 1999
Properties occupied by the
   Company                                    $      207,709    $      111,331    $       96,378
Other                                                  7,450             2,633             4,817
                                            ------------------------------------------------------
                                              $      215,159    $      113,964    $      101,195
                                            ======================================================

DECEMBER 31, 1998
Properties occupied by the
   Company                                    $      202,933    $      105,330    $       97,603
Other                                                  8,514             3,369             5,145
                                            ------------------------------------------------------
                                              $      211,447    $      108,699    $      102,748
                                            ======================================================

</TABLE>


<PAGE>


3. INVESTMENTS (CONTINUED)

The maximum and minimum  lending rates for mortgage loans during 1999 were 8.48%
and 7.13%, respectively.  The maximum percentage of any one loan to the value of
security at the time of the loan,  exclusive of any purchase money or insured or
guaranteed mortgages,  was 80%. Fire insurance is carried in every case at least
equal to the excess of the loan over the maximum  loan which would be  permitted
by law on the land without the buildings.
<TABLE>
<CAPTION>

Net investment  income  (expense) by major category of investments is summarized
as follows (in thousands):

                                                               YEAR ENDED DECEMBER 31
                                                      1999              1998             1997
                                                -----------------------------------------------------

<S>                                               <C>              <C>               <C>
Bonds                                             $      989,340   $      950,923    $      934,229
Preferred stocks                                           5,078            1,312               790
Common stocks                                             53,192           53,000            43,938
Mortgage loans on real estate                             28,314           28,713            25,031
Real estate                                               28,008           27,288            29,447
Policy loans                                              27,086           24,780            26,061
Cash and short-term investments                           10,526           10,939             4,094
Other investments                                         16,343           17,198              (533)
                                                -----------------------------------------------------
                                                       1,157,887        1,114,153         1,063,057
Investment expense                                       (32,845)         (35,610)          (35,003)
                                                -----------------------------------------------------
                                                  $    1,125,042   $    1,078,543    $    1,028,054
                                                =====================================================

</TABLE>


<PAGE>


3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>

The realized gains and losses and other  information  related to investments are
summarized as follows (in thousands):

                                                                     YEAR ENDED DECEMBER 31
                                                            1999              1998             1997
                                                      -----------------------------------------------------
Net gains (losses) on disposition of investments in:
<S>                                                     <C>              <C>               <C>
     Bonds                                              $        2,993   $       16,522    $      (27,875)
     Preferred stocks                                           (6,085)          (2,405)             (579)
     Common stocks                                              41,011          164,984             9,792
     Other                                                     (90,400)          (7,021)           (1,308)
                                                      -----------------------------------------------------
                                                               (52,481)         172,080           (19,970)
Related income (taxes) recovery                                 71,941          (84,425)           (7,480)
Transfer to the IMR                                             (1,945)         (11,584)           18,118
                                                      -----------------------------------------------------
Net realized capital gains (losses)                     $       17,515   $       76,071    $       (9,332)
                                                      =====================================================

The other loss of $90.4  million in 1999  primarily  results from the net pretax
loss incurred on an ineffective equity collar hedge (see Note 12).

                                                                     YEAR ENDED DECEMBER 31
                                                            1999              1998             1997
                                                      -----------------------------------------------------
Proceeds from disposition of investment in bonds
                                                        $    2,993,985   $    3,938,693    $    3,525,839
Gross gains on disposition of investment
   in bonds                                                     46,135           44,290            24,157
Gross losses on disposition of investment
   in bonds                                                    (43,142)         (27,768)          (52,032)

Change in net unrealized gains (losses):
   Bonds                                                       (5,756)             (871)               -
   Preferred stocks                                             2,271            (2,741)             518
   Common stocks                                              125,177           257,582          242,773
   Real estate                                                      -                 -            3,727
   Other                                                       (2,272)            7,570             (189)
                                                     ------------------------------------------------------
                                                       $      119,420    $      261,540   $      246,829
                                                     ======================================================

</TABLE>

<PAGE>


3. INVESTMENTS (CONTINUED)

Change in net unrealized gains on common stocks in 1999, 1998 and 1997, includes
$(34)  million,  $156  million and $107  million,  respectively,  related to the
increase (decrease) in TALIAC's statutory capital and surplus for those years.

4. REINSURANCE

The Company is involved in both the cession and assumption of  reinsurance  with
other companies,  including affiliated companies. Risks are reinsured with other
companies  to permit  the  recovery  of a portion of the  direct  losses.  These
reinsured risks are treated as though,  to the extent of the  reinsurance,  they
are risks for which the Company is not liable.

Policy  liabilities  and  accruals are  reported in the  accompanying  financial
statements net of reinsurance  ceded.  The Company  remains liable to the extent
the reinsuring  companies do not meet their  obligations under these reinsurance
treaties.
<TABLE>
<CAPTION>

The following summarizes the effect of reinsurance transactions (in thousands):

                                                 CEDED/RETROCEDED TO               ASSUMED FROM
                                            -------------------------------------------------------------
                                DIRECT        AFFILIATED    UNAFFILIATED     AFFILIATED    UNAFFILIATED       NET
                                AMOUNT        COMPANIES      COMPANIES       COMPANIES      COMPANIES        AMOUNT
                           ----------------------------------------------------------------------------------------------

Year ended
   December 31, 1999:
<S>                          <C>              <C>           <C>             <C>             <C>           <C>
     Premium revenue         $    1,409,419   $   112,947   $    1,965,697  $    157,197    $ 1,880,044   $  1,368,016
                           ==============================================================================================

At December 31, 1999:
   Life insurance in force   $  547,304,907   $ 4,881,384   $  365,336,549  $ 17,212,668    $   465,086   $194,764,728
                           ==============================================================================================

Reserves for future policy
   benefits                  $   14,241,446   $ 4,124,327   $    3,056,908  $    233,126    $ 2,401,859   $  9,695,196
Policy and contract claims
   payable                          127,030        40,341          137,047         1,824        345,323        296,789
                           ----------------------------------------------------------------------------------------------
                             $   14,368,476   $ 4,164,668   $    3,193,955  $    234,950    $ 2,747,182   $  9,991,985
                           ==============================================================================================



<PAGE>


4. REINSURANCE (CONTINUED)

                                                CEDED/RETROCEDED TO               ASSUMED FROM
                                           --------------------------------------------------------------
                                DIRECT       AFFILIATED   UNAFFILIATED     AFFILIATED     UNAFFILIATED        NET
                                AMOUNT       COMPANIES      COMPANIES      COMPANIES       COMPANIES         AMOUNT
                           ----------------------------------------------------------------------------------------------

Year ended
   December 31, 1998:
     Premium revenue         $   1,401,733   $   298,339   $   2,193,006  $     198,460   $   2,499,677   $   1,608,525
                           ==============================================================================================

At December 31, 1998:
   Life insurance in force   $ 190,331,317   $   950,789   $ 307,374,066  $  25,093,946   $ 282,821,689   $ 189,922,097
                           ==============================================================================================

Reserves for future policy
   benefits                  $  14,778,562   $ 4,978,700   $   2,931,865  $     136,208   $   2,424,077   $   9,428,282
Policy and contract claims
   payable                         121,330        45,187         316,533         11,018         385,519         156,147
                           ----------------------------------------------------------------------------------------------
                             $  14,899,892   $ 5,023,887   $   3,248,398  $     147,226   $   2,809,596   $   9,584,429
                           ==============================================================================================

Year ended
   December 31, 1997:
     Premium reserve         $   1,434,511   $   245,606   $   1,296,529  $      75,853   $   1,747,516   $   1,715,745
                           ==============================================================================================

At December 31, 1997:
   Life insurance in force   $ 175,258,666   $         -   $ 272,918,826  $  26,199,512   $ 223,688,654   $ 152,228,006
                           ==============================================================================================

Reserves for future policy
   benefits                  $  15,117,147   $ 5,457,334   $   2,731,647  $      15,306   $   2,922,166   $   9,865,638
Policy and contract claims
   payable                          94,040        42,804         197,351         20,854         357,125         231,864
                           ----------------------------------------------------------------------------------------------
                             $  15,211,187   $ 5,500,138   $   2,928,998  $      36,160   $   3,279,291   $  10,097,502
                           ==============================================================================================



<PAGE>


4. REINSURANCE (CONTINUED)

                                                            CEDED TO          ASSUMED
                                           DIRECT            OTHER          FROM OTHER           NET
                                           AMOUNT          COMPANIES         COMPANIES          AMOUNT
                                      -----------------------------------------------------------------------

Year ended December 31, 1999:
     Benefits paid or provided          $    1,632,298   $    1,499,809    $    1,086,642   $    1,219,131
                                      =======================================================================

Year ended December 31, 1998:
     Benefits paid or provided          $    1,576,300   $    1,147,899    $    1,020,085   $    1,448,486
                                      =======================================================================

Year ended December 31, 1997:
     Benefits paid or provided          $    1,631,249   $      955,287    $      887,538   $    1,563,500

                                      =======================================================================
</TABLE>

5. INCOME TAXES

The Company's  taxable income or loss is included in the consolidated  return of
Transamerica  Corporation  for the  period  ended July 21,  1999.  The method of
allocation  between the companies for the period ended July 21, 1999, is subject
to written agreement  approved by the Board of Directors.  Tax payments are made
to, or refunds  received from,  Transamerica  Corporation in amounts which would
result from filing separate tax returns with federal taxing authorities,  except
that tax benefits  attributable  to operating  losses and other  carryovers  are
recognized   currently  since  utilization  of  these  benefits  is  assured  by
Transamerica  Corporation.  The  provision  does  not  purport  to  represent  a
proportionate share of the consolidated tax.

For the period  beginning July 22, 1999, the Company will join in a consolidated
tax return with certain life affiliates:  TALIAC, Transamerica Assurance Company
and  Transamerica  Life Insurance  Company of New York. The method of allocation
between the companies for the period beginning July 22, 1999, will be subject to
written  agreement to be approved by the Board of Directors.  It is  anticipated
that this  agreement  will require that tax payments are made to, or refunds are
received from,  TOLIC,  in amounts which would results from filing  separate tax
returns with federal taxing authorities.



<PAGE>


5. INCOME TAXES (CONTINUED)

Amounts due from  Transamerica  Corporation  for federal  income  taxes are $160
million at December  31,  1999.  Amounts  due to  Transamerica  Corporation  for
federal  income taxes were $28.5 million at December 31, 1998,  and are included
in accounts payable and other liabilities in the accompanying balance sheet.

Following is a reconciliation  of federal income taxes computed at the statutory
rate with the  income  tax  provision,  excluding  income  taxes  related to net
realized gains on investment transactions (in thousands):
<TABLE>
<CAPTION>

                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------

<S>                                                    <C>               <C>              <C>
Federal income taxes at statutory rate                 $       61,196    $       18,901   $       57,511
Difference between statutory and tax reserves
                                                               (1,153)           (3,463)          10,045
Deferred acquisition costs capitalized,
   net of amortization                                         13,326             4,677           10,652
Reinsurance adjustments                                       (14,442)           (7,525)          12,900
Difference in statutory and tax bases
   of investments                                              (2,399)          (10,990)          (4,149)
Adjustment to prior year tax provision                         24,640           (13,055)           4,689
Tax credits                                                   (16,000)          (17,698)         (11,127)
Nontaxable affiliate dividends                                (17,500)          (17,500)         (14,000)
Other                                                         (17,338)          (23,755)          (8,007)
                                                     ------------------------------------------------------
Provision (benefit) for income taxes                   $       30,330    $      (70,408)  $       58,514
                                                     ======================================================
</TABLE>

Under the Life Insurance Company Income Tax Act of 1959, a portion of "gain from
operations" was not subject to current income taxation but was accumulated,  for
tax purposes,  in a memorandum  account  designated as  "policyholders'  surplus
account." The balance in this account was frozen at December 31, 1983,  pursuant
to the Deficit  Reduction Act of 1984.  This amount would become  subject to tax
when it exceeds a certain maximum or when cash dividends are paid therefrom. The
policyholders'  surplus  account balance at December 31, 1999, was $118 million.
Should the entire amount in the  policyholders'  surplus account become taxable,
the tax thereon  computed at current rates would amount to  approximately  $41.3
million.  No income  taxes  have been  provided  on the  policyholders'  surplus
account since the conditions that would cause such taxes are remote.


<PAGE>


6. INVESTMENTS IN SUBSIDIARIES

The Company's  investment in common stocks of its wholly owned subsidiaries with
carrying values, based on the statutory capital and surplus of the subsidiaries,
is summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                      CARRYING VALUE
                                                                         COST
                                                                   ------------------------------------
     At December 31, 1999:
<S>                                                                  <C>              <C>
        TALIAC                                                       $      238,418   $      797,109
        Other                                                               206,041          187,291
                                                                   ------------------------------------
                                                                     $      444,459   $      984,400
                                                                   ====================================

     At December 31, 1998:
        TALIAC                                                       $      237,448   $      830,829
        Others                                                              179,891          134,656
                                                                   ------------------------------------
                                                                   $ 417,339        $ 965,485
                                                                   ====================================
</TABLE>

The  Company  received a $50  million  dividend in 1999 and 1998 from its wholly
owned subsidiary, TALIAC.

The Company's  investment in preferred  stocks of subsidiaries is  substantially
all  represented  by an investment in  Transamerica  Life  Insurance  Company of
Canada.

Certain financial  information with respect to TALIAC,  the Company's  principal
subsidiary, is as follows (in thousands):
<TABLE>
<CAPTION>

                                                                             DECEMBER 31
                                                                       1999               1998
                                                                ---------------------------------------

<S>                                                               <C>                <C>
     Cash and investments                                         $    14,046,255    $    13,582,175
     Other assets                                                       6,339,057          4,783,063
                                                                ---------------------------------------
     Total assets                                                      20,385,312         18,365,238

     Aggregate reserves                                                 9,221,606          8,084,356
     Other liabilities                                                 10,366,597          9,450,053
                                                                ---------------------------------------
     Total liabilities                                                 19,588,203         17,534,409
                                                                ---------------------------------------
     Total capital and surplus                                    $       797,109    $       830,829
                                                                =======================================
</TABLE>


<PAGE>


7. DEFERRED AND UNCOLLECTED PREMIUMS
<TABLE>
<CAPTION>

Components of deferred and uncollected premiums are as follows:

                                                   GROSS           LOADING             NET
                                             ------------------------------------------------------

DECEMBER 31, 1999
Life and annuity:
<S>                                           <C>              <C>               <C>
   Ordinary first-year business               $        8,630   $            -    $        8,630
   Ordinary renewal business                         183,107           36,000           147,107
   Group life direct business                          2,095                -             2,095
                                             ------------------------------------------------------
                                                     193,832           36,000           157,832
Accident and health                                   69,890                -            69,890
                                             ------------------------------------------------------
                                              $      263,722   $       36,000    $      227,722
                                             ======================================================
DECEMBER 31, 1998
Life and annuity:
   Ordinary first-year business               $     (828,090)  $       14,537    $     (842,627)
   Ordinary renewal business                           9,900            8,929               971
   Group life direct business                          5,637                -             5,637
                                             ------------------------------------------------------
                                                    (812,553)          23,466          (836,019)
Accident and health                                   28,068                -            28,068
                                             ------------------------------------------------------
                                              $     (784,485)  $       23,466    $     (807,951)
                                             ======================================================
</TABLE>

The gross  deferred and  uncollected  premiums  balance at December 31, 1999, of
$263,722,000  is  composed  of  $431,756,000  direct  deferred  and  uncollected
premiums less reinsurance premiums payable of $168,034,000.

The gross  deferred and  uncollected  premiums  balance at December 31, 1998, of
$(784,485,000)  is composed of  $379,199,000  direct  deferred  and  uncollected
premiums less reinsurance premiums payable of $(1,163,684,000).



<PAGE>


8. ANNUITY RESERVES AND DEPOSIT LIABILITIES

A portion  of the  Company's  policy  reserves  and other  policyholders'  funds
(including separate account liabilities) relates to liabilities established on a
variety of the Company's products that are not subject to significant  mortality
or morbidity risk;  however,  there may be certain  restrictions placed upon the
amount of funds that can be withdrawn without penalty. The amount of reserves on
these  products,  by withdrawal  characteristics,  are summarized as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                       DECEMBER 31
                                                          1999                            1998
                                             ----------------------------------------------------------------
                                                  AMOUNT         PERCENT         AMOUNT          PERCENT
                                             ----------------------------------------------------------------
Subject to discretionary withdrawal - with adjustment:
<S>                                            <C>                            <C>                  <C>
     With market value adjustment              $      9,134           -%      $   2,955,445        21%
     At book value less surrender charge            435,717          3              565,977         4
     At market value                              7,385,279         53            2,319,944        16
                                             ----------------------------------------------------------------
                                                  7,830,130         56            5,841,366        41
Subject to discretionary withdrawal -
   without adjustment                             1,748,102         13            1,839,270        13
Not subject to discretionary withdrawal
   provision                                      4,417,004         31            6,710,422        46
                                             -----------------              ------------------
                                                             ----------------                ----------------
Total annuity reserves and deposit               13,995,236        100%          14,391,058       100%
   liabilities
                                                             ================                ================
Less reinsurance                                 (5,820,180)                     (6,736,704)
                                             -----------------
                                                                            ------------------
Net annuity reserves and deposit liabilities   $  8,175,056*                  $   7,654,354*
                                             =================              ==================
</TABLE>

*  Includes  $3,364 million and $2,622  million of annuity  reserves and deposit
   liabilities  reported in the separate account  liability at December 31, 1999
   and 1998, respectively.  Funding agreement liabilities that are a part of the
   separate account liabilities are excluded from the above amounts.

Included in other  liabilities  is $2,228 million and $1,927 million at December
31, 1999 and 1998,  respectively,  held pursuant to funding agreements.  Funding
agreements are obligations that contain no mortality or morbidity risks.



<PAGE>


9. CAPITAL AND SURPLUS

The  Company is  subject to the  requirements  of the NAIC  approved  Risk Based
Capital  (RBC) rules and at December 31, 1999 and 1998,  the Company met the RBC
requirement.

The amount of dividends  which can be paid by the Company without prior approval
of the  California  Department is subject to  restrictions  related to statutory
surplus  and gains  from  operations.  The  Company  could pay $184  million  in
dividends in 2000 without prior approval.

10. PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

Substantially all employees are covered by noncontributory defined benefit plans
sponsored  by the Company and the  Retirement  Plan for  Salaried  Employees  of
Transamerica  Corporation and Affiliates in which the Company also participates.
Pension  benefits are based on the  employee's  compensation  during the highest
paid 60 consecutive months during the 120 months before retirement.  The general
policy is to fund current  service costs  currently and prior service costs over
periods  ranging  from 10 to 30  years.  Assets  of  those  plans  are  invested
principally in publicly traded stocks and bonds.

The Company's total pension costs were $0.8 million, $0.6 million and $0 million
for the years ended December 31, 1999, 1998 and 1997, respectively.

The Company also participates in various  contributory  defined benefit programs
sponsored by  Transamerica  Corporation  that provide  medical and certain other
benefits  to  eligible  retirees.  The  Company  accounts  for the costs of such
benefit   programs  under  the  accrual  method  and  amortizes  its  transition
obligation  for retirees and fully  eligible or vested  employees over 20 years.
Postretirement  benefit  costs  charged to income was $3 million for each of the
years ended December 31, 1999, 1998 and 1997.

11. ASSETS ON DEPOSIT

At December 31, 1999 and 1998, $4 million and $4 million of the Company's assets
were  on  deposit  with  public   officials  in   compliance   with   regulatory
requirements.


<PAGE>


12. RELATED PARTY TRANSACTIONS

The Company has  various  transactions  with  Transamerica  Corporation  and its
affiliated  companies in the normal  course of  operations.  These  transactions
include the assumption and cession of reinsurance and the performance of certain
administrative   and   support   services   for   affiliated   companies.   Such
reimbursements are recorded as a reduction of operating expenses.

Transactions  with  Transamerica  Corporation  and its  affiliates  also include
transactions  related to  pension  plans,  investments  in a money  market  fund
managed by an affiliated company, and rental of computer services. Pension funds
administered by a subsidiary for affiliated  companies amounted to $1.8 billion,
$1.6 billion and $1.3 billion at December 31, 1999, 1998 and 1997, respectively.
The investment in an affiliated money market fund was not material.

The Company had amounts due from  affiliates  of $41 million as of December  31,
1999, and $16 million as of December 31, 1998.

In March 1999, the Company entered into an equity collar (which expired December
17,  1999),  with an unrelated  party to hedge the price  fluctuations  of their
unaffiliated equity securities portfolio. In addition,  Transamerica Corporation
agreed to protect the Company from any  ineffectiveness  in the hedge that would
expose  the  Company  to  loss  net  of  tax   benefit.   As  a  result  of  the
ineffectiveness  of the collar with the unrelated party and the payment that the
Company was required to make upon  settlement,  Transamerica  Corporation made a
payment of $172 million to the Company in December 1999.



<PAGE>


13. LEASES

Rental  expense for  equipment  and  properties  occupied by the Company was $17
million in 1999,  $14 million in 1998, and $19 million in 1997. The following is
a schedule by years of future minimum rental  payments  required under operating
leases that have initial or remaining noncancelable lease terms in excess of one
year as of December 31, 1999 (in thousands):

Year ending December 31:
       2000                  $        12,203
       2001                            9,998
       2002                            7,745
       2003                            6,728
       2004                            6,624
       Later years                    41,701
                           ------------------
                             $        84,999
                           ==================

14. LITIGATION

The Company is a defendant in various legal actions arising from its operations.
These  include  legal  actions  similar to those  faced by many other major life
insurers  which allege  damages  related to sales  practices for universal  life
policies  sold  between  January  1981 and June 1996.  In one such  action,  the
Company and plaintiff's  counsel entered into a settlement which was approved on
June  26,  1997.  The  settlement   required  prompt  notification  to  affected
policyholders.  Administrative  and policy  benefit  costs  associated  with the
settlement  of $7  million,  $8  million  and $15  million  after-tax  have been
incurred in 1999, 1998 and 1997, respectively, and reflected in these statements
as prior period adjustments.  Additional costs related to the settlement are not
expected to be  material  and will be  incurred  over a period of years.  In the
opinion of the  Company,  any ultimate  liability  which might result from other
litigation would not have a materially  adverse effect on the combined financial
position of the Company or the results of its operations.

15. SEPARATE ACCOUNTS

Separate  accounts  held by the  Company  represent  primarily  funds  which are
administered for pension plans. The assets consist primarily of fixed maturities
and equity  securities  and are carried at  estimated  fair  value.  The Company
provides  a minimum  guaranteed  return to  policyholders  of  certain  separate
accounts. Certain other separate accounts do not have any minimum guarantees and
the investment  risks associated with market value changes are borne entirely by
the policyholder.


<PAGE>


15. SEPARATE ACCOUNTS (CONTINUED)

Information  regarding  the  separate  accounts of the Company as of and for the
year ended December 31, 1999, is as follows (in thousands):
<TABLE>
<CAPTION>

                        SEPARATE ACCOUNTS WITH GUARANTEES
                                 -------------------------------------------------
                                                   NONINDEXED       NONINDEXED
                                                    GUARANTEE        GUARANTEE      NONGUARANTEED
                                                  LESS THAN OR     GREATER THAN        SEPARATE
                                    INDEXED        EQUAL TO 4%          4%             ACCOUNTS            TOTAL
                                 --------------- ---------------- ---------------- ----------------- ------------------
Premiums, deposits and other
<S>                                <C>             <C>              <C>              <C>               <C>
   considerations                  $         -     $          -     $          -     $     254,076     $     254,076
                                 =============== ================ ================ ================= ==================

Reserves for separate accounts with assets at:
     Fair value                    $         -     $          -     $          -     $   3,364,426     $   3,364,426
     Amortized cost                          -                -                -                 -                 -
Other                                        -                -                -           703,700           703,700
                                 --------------- ---------------- ---------------- ----------------- ------------------

Total                              $         -     $          -     $          -     $   4,068,126     $   4,068,126
                                 =============== ================ ================ ================= ==================
Reserves for separate accounts by withdrawal characteristics:
     Subject to discretionary withdrawal (with adjustment):
         With market value
            adjustment             $         -     $          -     $          -     $           -     $           -
         At book value less
            current surrender
            charge of 5% or more
                                             -                -                -                 -                 -
         At market value                                                                 3,364,426         3,364,426
         At book value without
            adjustment and with
            current surrender
            charges less than 5%             -                -                -                 -                 -
                                 --------------- ---------------- ---------------- ----------------- ------------------
Subtotal                                     -                -                -         3,364,426         3,364,426
     Not subject to
       discretionary withdrawal              -                -                -                 -                 -
     Other                                   -                -                -           703,700           703,700
                                 --------------- ---------------- ---------------- ----------------- ------------------
Total separate account             $         -     $          -     $          -     $   4,068,126     $   4,068,126
   liabilities
                                 =============== ================ ================ ================= ==================

</TABLE>

<PAGE>


15. SEPARATE ACCOUNTS (CONTINUED)

A reconciliation of the amounts transferred to and from the separate accounts is
presented below (in thousands):
<TABLE>
<CAPTION>

                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------

Transfer as reported  in the  summary of  operations  of the  separate  accounts
   statement:
<S>                                                    <C>               <C>              <C>
     Transfers to separate accounts                    $      255,210    $      352,298   $      454,749
     Transfers from separate accounts                         217,729           173,152          240,381
                                                     ------------------------------------------------------
Net transfers to separate accounts                             37,481           179,146          214,368
Reconciling adjustments:
Deposits (withdrawals) from separate
   accounts                                                    13,091            21,097          (61,370)
                                                     ------------------------------------------------------

Transfers as reported in the statements of income
                                                       $       50,572    $      200,243   $      152,998
                                                     ======================================================

16.  DIRECT PREMIUM WRITTEN BY MANAGING GENERAL AGENTS/THIRD-PARTY ADMINISTRATORS

The Company has the following  direct premiums  written through managing general
agents (in thousands):

                                                                TYPES OF                         DIRECT
                                                EXCLUSIVE       BUSINESS        AUTHORITY        WRITTEN
                                                 CONTRACT        WRITTEN         GRANTED        PREMIUMS
                                             ----------------------------------------------------------------

National Benefit Resources                          No        Specific and          *          $         38
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

R. E. Moulton Insurance Agency, Inc.                No        Specific and          *                 6,698
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance



<PAGE>


16.  DIRECT PREMIUM WRITTEN BY MANAGING GENERAL AGENTS/THIRD-PARTY ADMINISTRATORS (CONTINUED)

                                                                TYPES OF                         DIRECT
                                                EXCLUSIVE       BUSINESS        AUTHORITY        WRITTEN
                                                 CONTRACT        WRITTEN         GRANTED        PREMIUMS
                                             ----------------------------------------------------------------

Intermediary Insurance Services, Inc.               No        Specific and          *                 2,969
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

Excess Reinsurance Underwriters                     No        Specific and          *                12,536
   Agency, Inc.                                                 Aggregate
                                                             Excess of Loss
                                                                Insurance

Risk Assessment Strategies                          No        Specific and          *                   576
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

North American Insurance Management                Yes        Occupational          *                 1,453
                                                               Accident -
                                                             Excess of Loss
                                                                Insurance

Health Reinsurance Management Partnership           No       Provider Excess        *                25,173

Self Funding Systems                                No        Specific and          *                   119
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

*Premium  collection,   underwriting  and  commission/claim  payments  authority
granted.

</TABLE>


<PAGE>


17. NAIC CODIFICATION

In  1998,   the  NAIC   adopted   codified   statutory   accounting   principles
(Codification)  effective  January 1, 2001.  Codification will likely change, to
some extent, prescribed statutory accounting practices and may result in changes
to the accounting practices that the Company uses to prepare its statutory-basis
financial  statements.  Codification will require adoption by the various states
before it becomes the  prescribed  statutory  basis of accounting  for insurance
companies  domesticated  within those states.  Accordingly,  before Codification
becomes  effective  for  the  Company,   the  state  of  California  must  adopt
Codification  as the prescribed  basis of accounting on which domestic  insurers
must report their statutory-basis results to the Insurance Department. The state
of California has stated affirmatively that it will adopt Codification effective
January 1, 2001. Management believes that the impact of Codification will not be
material to the Company's statutory-basis financial statements

18. YEAR 2000 (UNAUDITED)

In prior years,  the Company  discussed  the nature and progress of its plans to
become Year 2000 ready.  In 1999,  the Company  completed  its  remediation  and
testing of systems.  As a result of those planning and  implementation  efforts,
the  Company   experienced  no  significant   disruptions  in  mission  critical
information technology and non-information technology systems and believes those
systems successfully  responded to the Year 2000 date change. The Company is not
aware of any material problems resulting from Year 2000 issues,  either with its
products,  its internal systems,  or the products and services of third parties.
The Company will continue to monitor its mission critical computer  applications
and those of its suppliers and vendors  throughout  the year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed promptly.



<PAGE>




















                                 Statutory Basis
                          Financial Statement Schedules


<PAGE>


39
<TABLE>
<CAPTION>

                 Transamerica Occidental Life Insurance Company

 Summary of Investments - Other Than Investments in Related Parties - Statutory Basis

                             (Dollars in thousands)

                                December 31, 1999


SCHEDULE I

                                                                                           AMOUNT AT
                                                                                          WHICH SHOWN
                                                                         MARKET              IN THE
TYPE OF INVESTMENT                                   COST (1)             VALUE          BALANCE SHEET
- -----------------------------------------------------------------------------------------------------------

FIXED MATURITIES
Bonds:
   United States government and government
<S>                                               <C>                <C>               <C>
     agencies and authorities                     $       189,325    $       198,753   $        189,325
   States, municipalities and political
     subdivisions                                         106,484            108,675            106,484
   Foreign governments                                     50,820             47,845             50,820
   Public utilities                                     1,718,582          1,699,760          1,718,582
   All other corporate bonds                            9,345,228          9,218,159          9,345,228
   Mortgage and other asset-backed securities
                                                        1,410,365          1,408,266          1,410,365
Redeemable preferred stock                                 66,841             30,448             66,371
                                                -----------------------------------------------------------
Total fixed maturities                                 12,887,645         12,711,906         12,887,175

EQUITY SECURITIES
Common stocks:
   Affiliated entities                                    444,459            984,400            984,400
   Banks, trust and insurance                              36,481             38,892             38,892
   Industrial, miscellaneous and all other                625,734          1,231,147          1,231,147
   Nonredeemable preferred stock                           69,079             62,623             69,079
                                                -----------------------------------------------------------
Total equity securities                                 1,175,753          2,317,062          2,323,518

Mortgage loans on real estate                             385,590            363,650            385,590
Real estate                                               101,195             50,000            101,195
Policy loans                                              409,534            396,956            409,534
Other long-term investments                               218,997            155,562            218,997
Cash and short-term investments                           132,454            132,454            132,454
                                                -----------------------------------------------------------
Total investments                                 $    15,311,168    $    16,127,590    $    16,458,463
                                                ===========================================================

(1)    Original cost of equity securities and, as to fixed maturities,  original
       cost reduced by repayments and adjusted for  amortization  of premiums or
       accrual discounts.


<PAGE>


40

                 Transamerica Occidental Life Insurance Company

              Supplementary Insurance Information - Statutory Basis

                             (Dollars in thousands)

                                December 31, 1999


SCHEDULE III

                                                   FUTURE POLICY                           POLICY AND
                                                   BENEFITS AND         UNEARNED            CONTRACT
                                                     EXPENSES           PREMIUMS          LIABILITIES
- -----------------------------------------------------------------------------------------------------------

Year ended December 31, 1999
Individual life                                   $     4,988,602    $             -    $       240,452
Individual health                                          42,065             28,046             33,481
Group life and health                                      31,586              2,616             32,963
Annuity                                                 4,602,281                  -            (10,107)
                                                -----------------------------------------------------------
                                                        9,664,534             30,662            296,789

Year ended December 31, 1998
Individual life                                         4,595,349                  -            121,089
Individual health                                          26,439             41,669             (9,445)
Group life and health                                      12,953              3,675             47,840
Annuity                                                 4,748,197                  -             (3,337)
                                                -----------------------------------------------------------
                                                        9,382,938             45,344            156,147

Year ended December 31, 1997
Individual life                                         4,207,937                  -            155,424
Individual health                                          27,254             31,297              2,606
Group life and health                                      16,964              2,124             51,052
Annuity                                                 5,580,062                  -             22,781
                                                -----------------------------------------------------------
                                                  $     9,832,217    $        33,421    $       231,863
                                                ===========================================================

</TABLE>


<PAGE>


41





<TABLE>
<CAPTION>





                                        BENEFITS, CLAIMS
                                           LOSSES AND
                            NET        SETTLEMENT EXPENSES       OTHER
      PREMIUM           INVESTMENT                             OPERATING           PREMIUMS
      REVENUE             INCOME*                              EXPENSES*            WRITTEN
- --------------------------------------------------------------------------------------------------


<S>                   <C>                <C>                <C>                 <C>
  $       891,749     $       405,705    $       909,143    $       703,605     $     1,178,607
          (10,184)              2,770            (33,811)            35,665              80,328
          158,775              10,967            134,414            124,689              65,217
          327,676             705,600          1,283,024            736,327              85,267
- --------------------------------------------------------------------------------------------------
        1,368,016           1,125,042          2,292,770          1,600,286           1,409,419


          905,725             400,313          1,242,592            492,976           1,087,850
           51,827               4,483              3,265            100,839              63,828
          195,431               4,003            160,581             89,231              50,433
          455,542             669,744            312,946          2,218,202             199,622
- --------------------------------------------------------------------------------------------------
        1,608,525           1,078,543          1,719,384          2,901,248           1,401,733


          761,853             370,027            933,474            383,255           1,042,734
           23,988               6,216             19,252             49,460              56,861
          236,688               5,074            200,224            123,772             111,314
          693,216             646,737            305,491          1,702,770             223,602
- --------------------------------------------------------------------------------------------------
  $     1,715,745     $     1,028,054    $     1,458,441    $     2,259,257     $     1,434,511
==================================================================================================

</TABLE>

*Allocations of net investment income and other operating  expenses are based on
   a number  of  assumptions  of  estimates,  and the  results  would  change if
   different methods were applied.



<PAGE>


42
<TABLE>
<CAPTION>

                 Transamerica Occidental Life Insurance Company

                          Reinsurance - Statutory Basis

                             (Dollars in thousands)

                                December 31, 1999

SCHEDULE IV

                                                                        ASSUMED                           PERCENTAGE
                                                      CEDED TO            FROM                             OF AMOUNT
                                      GROSS             OTHER            OTHER              NET             ASSUMED
                                      AMOUNT          COMPANIES        COMPANIES           AMOUNT           TO NET
- -------------------------------------------------------------------------------------------------------------------------

Year ended December 31,
   1999
<S>                               <C>               <C>              <C>               <C>                      <C>
Life insurance in force           $  547,304,907    $  370,217,933   $   17,677,754    $  194,764,728           9%

Premiums:
   Individual life                $    1,178,607    $    1,220,329   $      933,471    $      891,749         105%
   Individual health                      80,328            97,296            6,784           (10,184)            -%
   Group life and health                  65,217           247,870          341,428           158,775         215%
   Annuity                                85,267           513,149          755,558           327,676         231%
                                -----------------------------------------------------------------------------------------
                                  $    1,409,419    $    2,078,644   $    2,037,241    $    1,368,016         149%
                                =========================================================================================

Year ended December 31,
   1998
Life insurance in force           $  190,331,317    $  308,297,855   $  307,915,635    $  189,922,097         162%

Premiums:
   Individual life                $    1,087,850    $      958,929   $      776,803    $      905,725          86%
   Individual health                      63,828           134,991          122,991            51,827         237%
   Group life and health                  50,433           268,973          413,971           195,431         212%
   Annuity                               199,622         1,128,452        1,384,372           455,542         304%
                                -----------------------------------------------------------------------------------------
                                  $    1,401,733    $    2,491,345   $    2,698,137    $    1,608,525         168%
                                =========================================================================================

Year ended December 31,
   1997
Life insurance in force           $  175,258,666    $  272,918,826   $  249,888,166    $  152,228,006         164%

Premiums:
   Individual life                $    1,042,734    $      967,543   $      686,662    $      761,853          90%
   Individual health                      56,861            47,651           14,778            23,988          61%
   Group life and health                 111,314           274,270          399,644           236,688         169%
   Annuity                               223,602           252,671          722,285           693,216         104%
                                -----------------------------------------------------------------------------------------
                                  $    1,434,511    $    1,542,135   $    1,823,369    $    1,715,745         106%
                                =========================================================================================


</TABLE>



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




</TABLE>


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












                                       A-1
APPENDIX B

OPTIONAL INSURANCE BENEFITS



<PAGE>


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

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

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

SECTION 1035 RIDER

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


The Section  1035 Rider is not  available  on  contracts  issued  subject to the
jurisdiction of Connecticut.


GUARANTEED DEATH BENEFIT RIDER (SPVUL)

If the  contract  owner  pays  100%  of the  guideline  single  premium  for the
contract, this rider will be added to the contract without additional charge. If
the rider is in effect,  the contract  will not lapse  through the final payment
date.  After  the final  payment  date,  if the  rider is in  effect  and is not
subsequently  terminated,  the rider  provides  that the death benefit after the
final payment date is the GREATER of:

(a) the face amount as of the final payment date or

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

The net death  benefit under the rider after the final payment date is the death
benefit REDUCED by the outstanding  loan, if any,  through the contract month in
which the insured dies.

The rider may terminate under certain  circumstances  and, once terminated,  may
not be reinstated.


                                        3
The Guaranteed Death Benefit Rider is not available in Massachusetts.



<PAGE>


                                       B-1
APPENDIX A

<PAGE>



APPENDIX C

BENEFIT PAYMENT OPTIONS

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

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

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

    BENEFIT PAYMENT OPTIONS

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

The  amounts  payable  under a benefit  payment  option  are paid from the fixed
account.  These  amounts  are not  based  on the  investment  experience  of the
separate account.

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


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

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

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

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

GENERAL

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

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




<PAGE>





                                       C-1

<PAGE>


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

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



<PAGE>

















































                                       C-2


<PAGE>


APPENDIX D

<PAGE>




ILLUSTRATIONS OF
DEATH BENEFIT, CONTRACT VALUES
AND ACCUMULATED PAYMENTS


<PAGE>



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

ASSUMPTIONS

The tables illustrate the following contracts:

1.   A contract  issued to a male, age 55, under a standard  underwriting  class
     and  qualifying  for  the  non-tobacco  user  discount,   issued  based  on
     simplified underwriting criteria;

2.   A contract  issued to a male, age 55, under a standard  underwriting  class
     and  qualifying  for  the  non-tobacco  user  discount,  issued  on a fully
     underwritten basis;

3.   A Second-to Die contract issued to a male, age 55, and to a female, age 55,
     each  insured  qualifying  for  a  standard   underwriting  class  and  the
     non-tobacco  user  discount,   issued  based  on  simplified   underwriting
     criteria;

4.   A Second-to-Die contract issued to a male, age 55, and to a female, age 55,
     each  insured  qualifying  for  a  standard   underwriting  class  and  the
     non-tobacco user discount, issued based on a fully underwritten basis;

5.   A contract  issued to a male, age 65, under a standard  underwriting  class
     and  qualifying  for  the  non-tobacco  user  discount,   issued  based  on
     simplified underwriting criteria;

6.   A contract  issued to a male, age 65, under a standard  underwriting  class
     and  qualifying  for  the  non-tobacco  user  discount,  issued  on a fully
     underwritten basis;

7.   A Second-to-Die contract issued to a male, age 65, and to a female, age 65,
     each  insured  qualifying  for  a  standard   underwriting  class  and  the
     non-tobacco  user  discount,   issued  based  on  simplified   underwriting
     criteria; and


8.   A Second-to-Die contract issued to a male, age 65, and to a female, age 65,
     each  insured  qualifying  for  a  standard   underwriting  class  and  the
     non-tobacco user discount, issued based on a fully underwritten basis.

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

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

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

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


<PAGE>




                                       D-1

<PAGE>


DEDUCTIONS FOR CHARGES

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

1.  the insurance protection charge;

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

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

4.   the  distribution  fee  equivalent  to 0.40% on an annual  basis,  deducted
     during the first ten contract years.

The amounts shown for the death proceeds and the contract  values also take into
account the daily charge  against the  sub-accounts  for  mortality  and expense
risks equivalent to 0.80% on an annual basis.

EXPENSES OF THE PORTFOLIOS


The amounts shown in the tables also take into account the portfolio  management
fees and operating expenses,  which are assumed to be at an annual rate of 0.86%
of the  average  daily net  assets of the  portfolios.  The rate of 0.86% is the
simple average of the total portfolio  annual expenses for all of the portfolios
as shown in the  Portfolio  Expenses  table in the  prospectus  and  takes  into
account  expense  reimbursement  arrangements.  The  fees and  expenses  of each
portfolio  vary,  and,  in 1999 ranged from an annual rate of 0.60% to an annual
rate of 1.79% of  average  daily  net  assets.  Some of these  expenses  reflect
expense waivers or  reimbursements  by the portfolios'  advisers as discussed in
Note (1) to the Portfolio  Expenses  table.  Without  these  expense  waivers or
reimbursements, if applicable, the expenses for those portfolios would be higher
and the simple  average  would have been at the annual  rate of 1.00% of average
daily net assets. As discussed in Note (1) to the Portfolio Expenses Table, such
waivers or  reimbursements  are  expected  to  continue  for 2000.  The fees and
expenses  associated  with the  contract  may be more or less than  0.86% in the
aggregate,  depending upon how you make  allocations of the contract value among
the sub-accounts.  For more information on portfolio expenses, see the Portfolio
Expenses Table in this prospectus and the prospectuses for the portfolios.


NET ANNUAL RATES OF INVESTMENT


Taking into account the separate  account  mortality  and expense risk charge of
0.80%, and the assumed 0.86% 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 -1.66%, 4.34% and 10.34%, respectively.


Upon request, we will provide a comparable  illustration based upon the proposed
insured's age and underwriting classification, the single payment amount and the
allowable requested face amount.


<PAGE>

















<TABLE>
<CAPTION>


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

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

- ------------------------------------------------------------------------------------------------------------------------------------
              Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus        Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 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      $65,907    $72,657    $220,019     $70,340    $77,090    $220,019     $74,773     $81,523    $220,019
     2         $82,688      $64,386    $70,386    $220,019     $73,237    $79,237    $220,019     $82,612     $88,612    $220,019
     3         $86,822      $62,937    $68,187    $220,019     $76,195    $81,445    $220,019     $91,069     $96,319    $220,019
     4         $91,163      $61,557    $66,057    $220,019     $79,214    $83,714    $220,019    $100,195    $104,695    $220,019
     5         $95,721      $60,243    $63,993    $220,019     $82,296    $86,046    $220,019    $110,050    $113,800    $220,019

     6        $100,507      $58,993    $61,993    $220,019     $85,444    $88,444    $220,019    $120,697    $123,697    $220,019
     7        $105,533      $57,806    $60,056    $220,019     $88,658    $90,908    $220,019    $132,205    $134,455    $220,019
     8        $110,809      $56,680    $58,180    $220,019     $91,941    $93,441    $220,019    $144,648    $146,148    $220,019
     9        $116,350      $55,612    $56,362    $220,019     $95,294    $96,044    $220,019    $158,108    $158,858    $220,813
    10        $122,167      $54,601    $54,601    $220,019     $98,720    $98,720    $220,019    $172,674    $172,674    $236,563

    11        $128,275      $53,320    $53,320    $220,019    $102,286    $102,286   $220,019    $189,199    $189,199    $255,418
    12        $134,689      $52,069    $52,069    $220,019    $105,980    $105,980   $220,019    $207,305    $207,305    $277,789
    13        $141,424      $50,847    $50,847    $220,019    $109,808    $109,808   $220,019    $227,145    $227,145    $302,103
    14        $148,495      $49,654    $49,654    $220,019    $113,775    $113,775   $220,019    $248,883    $248,883    $328,526
    15        $155,920      $48,489    $48,489    $220,019    $117,884    $117,884   $220,019    $272,702    $272,702    $357,239

    16        $163,716      $47,352    $47,352    $220,019    $122,142    $122,142   $220,019    $298,800    $298,800    $388,440
    17        $171,901      $46,241    $46,241    $220,019    $126,554    $126,554   $220,019    $327,396    $327,396    $419,066
    18        $180,496      $45,156    $45,156    $220,019    $131,125    $131,125   $220,019    $358,728    $358,728    $451,997
    19        $189,521      $44,097    $44,097    $220,019    $135,862    $135,862   $220,019    $393,059    $393,059    $487,393
    20        $198,997      $43,062    $43,062    $220,019    $140,769    $140,769   $220,019    $430,676    $430,676    $525,424

  Age 60       $95,721      $60,243    $63,993    $220,019     $82,296    $86,046    $220,019    $110,050    $113,800    $220,019
  Age 65      $122,167      $54,601    $54,601    $220,019     $98,720    $98,720    $220,019    $172,674    $172,674    $236,563
  Age 70      $155,920      $48,489    $48,489    $220,019    $117,884    $117,884   $220,019    $272,702    $272,702    $357,239
  Age 75      $198,997      $43,062    $43,062    $220,019    $140,769    $140,769   $220,019    $430,676    $430,676    $525,424

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

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

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

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




                                       D-3


<PAGE>


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

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

- ------------------------------------------------------------------------------------------------------------------------------------
              Payments             Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus        Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender  Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value     Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----     -------       -----      -----      -------      -----       -----      -------


     1         $78,750      $65,164    $71,914    $220,019     $69,602    $76,352    $220,019     $74,041     $80,791    $220,019
     2         $82,688      $62,758    $68,758    $220,019     $71,639    $77,639    $220,019     $81,055     $87,055    $220,019
     3         $86,822      $60,258    $65,508    $220,019     $73,592    $78,842    $220,019     $88,585     $93,835    $220,019
     4         $91,163      $57,661    $62,161    $220,019     $75,460    $79,960    $220,019     $96,698    $101,198    $220,019
     5         $95,721      $54,923    $58,673    $220,019     $77,208    $80,958    $220,019    $105,442    $109,192    $220,019

     6        $100,507      $52,038    $55,038    $220,019     $78,831    $81,831    $220,019    $114,904    $117,904    $220,019
     7        $105,533      $48,960    $51,210    $220,019     $80,293    $82,543    $220,019    $125,160    $127,410    $220,019
     8        $110,809      $45,659    $47,159    $220,019     $81,569    $83,069    $220,019    $136,313    $137,813    $220,019
     9        $116,350      $42,083    $42,833    $220,019     $82,620    $83,370    $220,019    $148,479    $149,229    $220,019
    10        $122,167      $38,154    $38,154    $220,019     $83,383    $83,383    $220,019    $161,790    $161,790    $221,653

    11        $128,275      $33,320    $33,320    $220,019     $83,610    $83,610    $220,019    $176,588    $176,588    $238,394
    12        $134,689      $28,019    $28,019    $220,019     $83,513    $83,513    $220,019    $192,629    $192,629    $258,124
    13        $141,424      $22,177    $22,177    $220,019     $83,036    $83,036    $220,019    $209,997    $209,997    $279,296
    14        $148,495      $15,710    $15,710    $220,019     $82,117    $82,117    $220,019    $228,782    $228,782    $301,992
    15        $155,920      $8,524     $8,524     $220,019     $80,683    $80,683    $220,019    $249,082    $249,082    $326,297

    16        $163,716       $461       $461      $220,019     $78,617    $78,617    $220,019    $270,981    $270,981    $352,275
    17        $171,901        $0         $0         $0*        $75,763    $75,763    $220,019    $294,677    $294,677    $377,187
    18        $180,496        $0         $0         $0*        $71,958    $71,958    $220,019    $320,320    $320,320    $403,604
    19        $189,521        $0         $0         $0*        $66,948    $66,948    $220,019    $348,053    $348,053    $431,586
    20        $198,997        $0         $0         $0*        $60,482    $60,482    $220,019    $378,078    $378,078    $461,255

  Age 60       $95,721      $54,923    $58,673    $220,019     $77,208    $80,958    $220,019    $105,442    $109,192    $220,019
  Age 65      $122,167      $38,154    $38,154    $220,019     $83,383    $83,383    $220,019    $161,790    $161,790    $221,653
  Age 70      $155,920      $8,524     $8,524     $220,019     $80,683    $80,683    $220,019    $249,082    $249,082    $326,297
  Age 75      $198,997        $0         $0         $0*        $60,482    $60,482    $220,019    $378,078    $378,078    $461,255

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

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

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

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

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


                                       D-4

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1        $210,000     $175,945    $193,945    $586,715    $187,778    $205,778   $586,715    $199,611    $217,611    $586,715
     2        $220,500     $172,073    $188,073    $586,715    $195,723    $211,723   $586,715    $220,773    $236,773    $586,715
     3        $231,525     $168,379    $182,379    $586,715    $203,839    $217,839   $586,715    $243,622    $257,622    $586,715
     4        $243,101     $164,857    $176,857    $586,715    $212,133    $224,133   $586,715    $268,307    $280,307    $586,715
     5        $255,256     $161,503    $171,503    $586,715    $220,608    $230,608   $586,715    $294,989    $304,989    $586,715

     6        $268,019     $158,310    $166,310    $586,715    $229,270    $237,270   $586,715    $323,845    $331,845    $586,715
     7        $281,420     $155,275    $161,275    $586,715    $238,125    $244,125   $586,715    $355,066    $361,066    $586,715
     8        $295,491     $152,392    $156,392    $586,715    $247,177    $251,177   $586,715    $388,860    $392,860    $586,715
     9        $310,266     $149,657    $151,657    $586,715    $256,434    $258,434   $586,715    $425,453    $427,453    $594,160
    10        $325,779     $147,066    $147,066    $586,715    $265,900    $265,900   $586,715    $465,093    $465,093    $637,177

    11        $342,068     $143,759    $143,759    $586,715    $275,780    $275,780   $586,715    $510,113    $510,113    $688,652
    12        $359,171     $140,527    $140,527    $586,715    $286,027    $286,027   $586,715    $559,491    $559,491    $749,718
    13        $377,130     $137,367    $137,367    $586,715    $296,655    $296,655   $586,715    $613,649    $613,649    $816,153
    14        $395,986     $134,279    $134,279    $586,715    $307,678    $307,678   $586,715    $673,049    $673,049    $888,425
    15        $415,786     $131,260    $131,260    $586,715    $319,111    $319,111   $586,715    $738,200    $738,200    $967,041

    16        $436,575     $128,309    $128,309    $586,715    $330,968    $330,968   $586,715    $809,656    $809,656   $1,052,553
    17        $458,404     $125,424    $125,424    $586,715    $343,266    $343,266   $586,715    $888,030    $888,030   $1,136,678
    18        $481,324     $122,604    $122,604    $586,715    $356,021    $356,021   $586,715    $973,990    $973,990   $1,227,227
    19        $505,390     $119,847    $119,847    $586,715    $369,250    $369,250   $586,715   $1,068,271  $1,068,271  $1,324,656
    20        $530,660     $117,153    $117,153    $586,715    $382,970    $382,970   $586,715   $1,171,678  $1,171,678  $1,429,447

  Age 60      $255,256     $161,503    $171,503    $586,715    $220,608    $230,608   $586,715    $294,989    $304,989    $586,715
  Age 65      $325,779     $147,066    $147,066    $586,715    $265,900    $265,900   $586,715    $465,093    $465,093    $637,177
  Age 70      $415,786     $131,260    $131,260    $586,715    $319,111    $319,111   $586,715    $738,200    $738,200    $967,041
  Age 75      $530,660     $117,153    $117,153    $586,715    $382,970    $382,970   $586,715   $1,171,678  $1,171,678  $1,429,447

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

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

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

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


                                       D-5

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1        $210,000     $173,771    $191,771    $586,715    $185,606    $203,606   $586,715    $197,444    $215,444    $586,715
     2        $220,500     $167,354    $183,354    $586,715    $191,037    $207,037   $586,715    $216,147    $232,147    $586,715
     3        $231,525     $160,688    $174,688    $586,715    $196,246    $210,246   $586,715    $236,226    $250,226    $586,715
     4        $243,101     $153,762    $165,762    $586,715    $201,228    $213,228   $586,715    $257,862    $269,862    $586,715
     5        $255,256     $146,462    $156,462    $586,715    $205,888    $215,888   $586,715    $281,179    $291,179    $586,715

     6        $268,019     $138,769    $146,769    $586,715    $210,216    $218,216   $586,715    $306,412    $314,412    $586,715
     7        $281,420     $130,560    $136,560    $586,715    $214,114    $220,114   $586,715    $333,759    $339,759    $586,715
     8        $295,491     $121,757    $125,757    $586,715    $217,518    $221,518   $586,715    $363,501    $367,501    $586,715
     9        $310,266     $112,221    $114,221    $586,715    $220,321    $222,321   $586,715    $395,943    $397,943    $586,715
    10        $325,779     $101,745    $101,745    $586,715    $222,356    $222,356   $586,715    $431,441    $431,441    $591,075

    11        $342,068      $88,854    $88,854     $586,715    $222,960    $222,960   $586,715    $470,903    $470,903    $635,719
    12        $359,171      $74,719    $74,719     $586,715    $222,702    $222,702   $586,715    $513,679    $513,679    $688,330
    13        $377,130      $59,139    $59,139     $586,715    $221,431    $221,431   $586,715    $559,992    $559,992    $744,790
    14        $395,986      $41,894    $41,894     $586,715    $218,979    $218,979   $586,715    $610,086    $610,086    $805,313
    15        $415,786      $22,732    $22,732     $586,715    $215,156    $215,156   $586,715    $664,219    $664,219    $870,127

    16        $436,575      $1,230      $1,230     $586,715    $209,646    $209,646   $586,715    $722,617    $722,617    $939,402
    17        $458,404        $0          $0         $0*       $202,036    $202,036   $586,715    $785,807    $785,807   $1,005,833
    18        $481,324        $0          $0         $0*       $191,889    $191,889   $586,715    $854,188    $854,188   $1,076,277
    19        $505,390        $0          $0         $0*       $178,529    $178,529   $586,715    $928,143    $928,143   $1,150,897
    20        $530,660        $0          $0         $0*       $161,286    $161,286   $586,715   $1,008,208  $1,008,208  $1,230,013

  Age 60      $255,256     $146,462    $156,462    $586,715    $205,888    $215,888   $586,715    $281,179    $291,179    $586,715
  Age 65      $325,779     $101,745    $101,745    $586,715    $222,356    $222,356   $586,715    $431,441    $431,441    $591,075
  Age 70      $415,786      $22,732    $22,732     $586,715    $215,156    $215,156   $586,715    $664,219    $664,219    $870,127
  Age 75      $530,660        $0          $0         $0*       $161,286    $161,286   $586,715   $1,008,208  $1,008,208  $1,230,013

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

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

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

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

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

                                       D-6

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1         $78,750      $66,330    $73,080     $343,811     $70,789    $77,539    $343,811     $75,249     $81,999    $343,811
     2         $82,688      $65,176    $71,176     $343,811     $74,132    $80,132    $343,811     $83,619     $89,619    $343,811
     3         $86,822      $64,030    $69,280     $343,811     $77,525    $82,775    $343,811     $92,665     $97,915    $343,811
     4         $91,163      $62,883    $67,383     $343,811     $80,960    $85,460    $343,811    $102,443    $106,943    $343,811
     5         $95,721      $61,725    $65,475     $343,811     $84,432    $88,182    $343,811    $113,018    $116,768    $343,811

     6        $100,507      $60,620    $63,620     $343,811     $87,929    $90,929    $343,811    $124,458    $127,458    $343,811
     7        $105,533      $59,567    $61,817     $343,811     $91,494    $93,744    $343,811    $136,836    $139,086    $343,811
     8        $110,809      $58,566    $60,066     $343,811     $95,145    $96,645    $343,811    $150,233    $151,733    $343,811
     9        $116,350      $57,614    $58,364     $343,811     $98,886    $99,636    $343,811    $164,737    $165,487    $343,811
    10        $122,167      $56,710    $56,710     $343,811    $102,720    $102,720   $343,811    $180,449    $180,449    $343,811

    11        $128,275      $55,491    $55,491     $343,811    $106,643    $106,643   $343,811    $198,114    $198,114    $343,811
    12        $134,689      $54,297    $54,297     $343,811    $110,717    $110,717   $343,811    $217,509    $217,509    $343,811
    13        $141,424      $53,130    $53,130     $343,811    $114,946    $114,946   $343,811    $238,802    $238,802    $343,811
    14        $148,495      $51,987    $51,987     $343,811    $119,336    $119,336   $343,811    $262,180    $262,180    $346,078
    15        $155,920      $50,869    $50,869     $343,811    $123,894    $123,894   $343,811    $287,847    $287,847    $377,079

    16        $163,716      $49,775    $49,775     $343,811    $128,626    $128,626   $343,811    $316,026    $316,026    $410,833
    17        $171,901      $48,705    $48,705     $343,811    $133,539    $133,539   $343,811    $346,963    $346,963    $444,113
    18        $180,496      $47,657    $47,657     $343,811    $138,640    $138,640   $343,811    $380,930    $380,930    $479,972
    19        $189,521      $46,632    $46,632     $343,811    $143,935    $143,935   $343,811    $418,221    $418,221    $518,595
    20        $198,997      $45,630    $45,630     $343,811    $149,433    $149,433   $343,811    $459,164    $459,164    $560,180

  Age 60       $95,721      $61,725    $65,475     $343,811     $84,432    $88,182    $343,811    $113,108    $116,768    $343,811
  Age 65      $122,167      $56,710    $56,710     $343,811    $102,720    $102,720   $343,811    $180,449    $180,449    $343,811
  Age 70      $155,920      $50,869    $50,869     $343,811    $123,894    $123,894   $343,811    $287,847    $287,847    $377,079
  Age 75      $198,997      $45,630    $45,630     $343,811    $149,433    $149,433   $343,811    $459,164    $459,164    $560,180

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

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

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

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


                                       D-7

<PAGE>


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

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

- ------------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death    Surrender    Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit     Value       Value       Benefit
   ----         ----         -----      -----      -------       -----      -----      -------     -----       -----       -------


     1         $78,750      $66,330    $73,080     $343,811     $70,789    $77,539    $343,811    $75,249     $81,999     $343,811
     2         $82,688      $65,176    $71,176     $343,811     $74,132    $80,132    $343,811    $83,619     $89,619     $343,811
     3         $86,822      $64,030    $69,280     $343,811     $77,525    $82,775    $343,811    $92,665     $97,915     $343,811
     4         $91,163      $62,883    $67,383     $343,811     $80,960    $85,460    $343,811    $102,443    $106,943    $343,811
     5         $95,721      $61,724    $65,474     $343,811     $84,432    $88,182    $343,811    $113,018    $116,768    $343,811

     6        $100,507      $60,540    $63,540     $343,811     $87,929    $90,929    $343,811    $124,458    $127,458    $343,811
     7        $105,533      $59,312    $61,562     $343,811     $91,440    $93,690    $343,811    $136,836    $139,086    $343,811
     8        $110,809      $58,019    $59,519     $343,811     $94,945    $96,445    $343,811    $150,233    $151,733    $343,811
     9        $116,350      $56,630    $57,380     $343,811     $98,421    $99,171    $343,811    $164,737    $165,487    $343,811
    10        $122,167      $55,113    $55,113     $343,811    $101,841    $101,841   $343,811    $180,447    $180,447    $343,811

    11        $128,275      $53,001    $53,001     $343,811    $105,055    $105,055   $343,811    $197,917    $197,917    $343,811
    12        $134,689      $50,664    $50,664     $343,811    $108,194    $108,194   $343,811    $217,075    $217,075    $343,811
    13        $141,424      $48,057    $48,057     $343,811    $111,222    $111,222   $343,811    $238,116    $238,116    $343,811
    14        $148,495      $45,130    $45,130     $343,811    $114,104    $114,104   $343,811    $261,270    $261,270    $344,876
    15        $155,920      $41,815    $41,815     $343,811    $116,787    $116,787   $343,811    $286,692    $286,692    $375,566

    16        $163,716      $38,022    $38,022     $343,811    $119,204    $119,204   $343,811    $314,452    $314,452    $408,788
    17        $171,901      $33,628    $33,628     $343,811    $121,265    $121,265   $343,811    $344,768    $344,768    $441,303
    18        $180,496      $28,469    $28,469     $343,811    $122,849    $122,849   $343,811    $377,845    $377,845    $476,085
    19        $189,521      $22,342    $22,342     $343,811    $123,810    $123,810   $343,811    $413,904    $413,904    $513,241
    20        $198,997      $15,012    $15,012     $343,811    $123,976    $123,976   $343,811    $453,190    $453,190    $552,892

  Age 60       $95,721      $61,724    $65,474     $343,811     $84,432    $88,182    $343,811    $113,018    $116,768    $343,811
  Age 65      $122,167      $55,113    $55,113     $343,811    $101,841    $101,841   $343,811    $180,447    $180,447    $343,811
  Age 70      $155,920      $41,815    $41,815     $343,811    $116,787    $116,787   $343,811    $286,692    $286,692    $375,566
  Age 75      $198,997      $15,012    $15,012     $343,811    $123,976    $123,976   $343,811    $453,190    $453,190    $552,892

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

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

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

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


                                       D-8

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1        $210,000     $176,880    $194,880    $916,829    $188,772    $206,772   $916,829    $200,663    $218,663    $916,829
     2        $220,500     $173,803    $189,803    $916,829    $197,687    $213,687   $916,829    $222,985    $238,985    $916,829
     3        $231,525     $170,747    $184,747    $916,829    $206,732    $220,732   $916,829    $247,106    $261,106    $916,829
     4        $243,101     $167,693    $179,693    $916,829    $215,894    $227,894   $916,829    $273,182    $285,182    $916,829
     5        $255,256     $164,776    $174,776    $916,829    $225,182    $235,182   $916,829    $301,382    $311,382    $916,829

     6        $268,019     $161,994    $169,994    $916,829    $234,704    $242,704   $916,829    $331,887    $339,887    $916,829
     7        $281,420     $159,343    $165,343    $916,829    $244,466    $250,466   $916,829    $364,930    $370,930    $916,829
     8        $295,491     $156,819    $160,819    $916,829    $254,476    $258,476   $916,829    $400,805    $404,805    $916,829
     9        $310,266     $154,418    $156,418    $916,829    $264,743    $266,743   $916,829    $439,774    $441,774    $916,829
    10        $325,779     $152,138    $152,138    $916,829    $275,274    $275,274   $916,829    $482,119    $482,119    $916,829

    11        $342,068     $149,016    $149,016    $916,829    $286,074    $286,074   $916,829    $529,846    $529,846    $916,829
    12        $359,171     $145,957    $145,957    $916,829    $297,298    $297,298   $916,829    $582,298    $582,298    $916,829
    13        $377,130     $142,961    $142,961    $916,829    $308,962    $308,962   $916,829    $639,942    $639,942    $916,829
    14        $395,986     $140,027    $140,027    $916,829    $321,084    $321,084   $916,829    $703,293    $703,293    $928,347
    15        $415,786     $137,152    $137,152    $916,829    $333,682    $333,682   $916,829    $772,916    $772,916   $1,012,520

    16        $436,575     $134,337    $134,337    $916,829    $346,773    $346,773   $916,829    $849,430    $849,430   $1,104,259
    17        $458,404     $131,580    $131,580    $916,829    $360,379    $360,379   $916,829    $933,520    $933,520   $1,194,905
    18        $481,324     $128,879    $128,879    $916,829    $374,518    $374,518   $916,829   $1,025,933  $1,025,933  $1,292,676
    19        $505,390     $126,234    $126,234    $916,829    $389,212    $389,212   $916,829   $1,127,495  $1,127,495  $1,398,094
    20        $530,660     $123,642    $123,642    $916,829    $404,482    $404,482   $916,829   $1,239,111  $1,239,111  $1,511,716

  Age 60      $255,256     $164,776    $174,776    $916,829    $225,182    $235,182   $916,829    $301,382    $311,382    $916,829
  Age 65      $325,779     $152,138    $152,138    $916,829    $275,274    $275,274   $916,829    $482,119    $482,119    $916,829
  Age 70      $415,786     $137,152    $137,152    $916,829    $333,682    $333,682   $916,829    $772,916    $772,916   $1,012,520
  Age 75      $530,660     $123,642    $123,642    $916,829    $404,482    $404,482   $916,829   $1,239,111  $1,239,111  $1,511,716

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

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

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

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



                                       D-9

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1        $210,000     $176,880    $194,880    $916,829    $188,772    $206,772   $916,829    $200,663    $218,663    $916,829
     2        $220,500     $173,803    $189,803    $916,829    $197,687    $213,687   $916,829    $222,985    $238,985    $916,829
     3        $231,525     $170,747    $184,747    $916,829    $206,732    $220,732   $916,829    $247,106    $261,106    $916,829
     4        $243,101     $167,689    $179,689    $916,829    $215,894    $227,894   $916,829    $273,182    $285,182    $916,829
     5        $255,256     $164,598    $174,598    $916,829    $225,151    $235,151   $916,829    $301,382    $311,382    $916,829

     6        $268,019     $161,439    $169,439    $916,829    $234,478    $242,478   $916,829    $331,887    $339,887    $916,829
     7        $281,420     $158,165    $164,165    $916,829    $243,840    $249,840   $916,829    $364,896    $370,896    $916,829
     8        $295,491     $154,716    $158,716    $916,829    $253,188    $257,188   $916,829    $400,622    $404,622    $916,829
     9        $310,266     $151,013    $153,013    $916,829    $262,457    $264,457   $916,829    $439,299    $441,299    $916,829
    10        $325,779     $146,968    $146,968    $916,829    $271,575    $271,575   $916,829    $481,193    $481,193    $916,829

    11        $342,068     $141,337    $141,337    $916,829    $280,148    $280,148   $916,829    $527,780    $527,780    $916,829
    12        $359,171     $135,104    $135,104    $916,829    $288,517    $288,517   $916,829    $578,867    $578,867    $916,829
    13        $377,130     $128,153    $128,153    $916,829    $296,593    $296,593   $916,829    $634,977    $634,977    $916,829
    14        $395,986     $120,347    $120,347    $916,829    $304,277    $304,277   $916,829    $696,720    $696,720    $919,670
    15        $415,786     $111,507    $111,507    $916,829    $311,431    $311,431   $916,829    $764,511    $764,511   $1,001,509

    16        $436,575     $101,392    $101,392    $916,829    $317,878    $317,878   $916,829    $838,540    $838,540   $1,090,102
    17        $458,404      $89,674    $89,674     $916,829    $323,374    $323,374   $916,829    $919,382    $919,382   $1,176,809
    18        $481,324      $75,917    $75,917     $916,829    $327,599    $327,599   $916,829   $1,007,587  $1,007,587  $1,269,559
    19        $505,390      $59,580    $59,580     $916,829    $330,159    $330,159   $916,829   $1,103,743  $1,103,743  $1,368,642
    20        $530,660      $40,032    $40,032     $916,829    $330,603    $330,603   $916,829   $1,208,506  $1,208,506  $1,474,377

  Age 60      $255,256     $164,598    $174,598    $916,829    $225,151    $235,151   $916,829    $301,382    $311,382    $916,829
  Age 65      $325,779     $146,968    $146,968    $916,829    $271,575    $271,575   $916,829    $481,193    $481,193    $916,829
  Age 70      $415,786     $111,507    $111,507    $916,829    $311,431    $311,431   $916,829    $764,511    $764,511   $1,001,509
  Age 75      $530,660      $40,032    $40,032     $916,829    $330,603    $330,603   $916,829   $1,208,506  $1,208,506  $1,474,377

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

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

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

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


                                      D-10

<PAGE>


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

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

- ----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1         $78,750      $65,907    $72,657     $151,898     $70,340    $77,090    $151,898     $74,773     $81,523    $151,898
     2         $82,688      $64,386    $70,386     $151,898     $73,237    $79,237    $151,898     $82,612     $88,612    $151,898
     3         $86,822      $62,937    $68,187     $151,898     $76,195    $81,445    $151,898     $91,069     $96,319    $151,898
     4         $91,163      $61,557    $66,057     $151,898     $79,214    $83,714    $151,898    $100,195    $104,695    $151,898
     5         $95,721      $60,243    $63,993     $151,898     $82,296    $86,046    $151,898    $110,050    $113,800    $151,898

     6        $100,507      $58,993    $61,993     $151,898     $85,444    $88,444    $151,898    $120,697    $123,697    $160,806
     7        $105,533      $57,806    $60,056     $151,898     $88,658    $90,908    $151,898    $132,205    $134,455    $172,102
     8        $110,809      $56,680    $58,180     $151,898     $91,941    $93,441    $151,898    $144,648    $146,148    $184,146
     9        $116,350      $55,612    $56,362     $151,898     $95,294    $96,044    $151,898    $158,108    $158,858    $196,984
    10        $122,167      $54,601    $54,601     $151,898     $98,720    $98,720    $151,898    $172,674    $172,674    $210,662

    11        $128,275      $53,320    $53,320     $151,898    $102,286    $102,286   $151,898    $189,199    $189,199    $227,038
    12        $134,689      $52,069    $52,069     $151,898    $105,980    $105,980   $151,898    $207,305    $207,305    $248,766
    13        $141,424      $50,847    $50,847     $151,898    $109,808    $109,808   $151,898    $227,145    $227,145    $272,574
    14        $148,495      $49,654    $49,654     $151,898    $113,775    $113,775   $151,898    $248,883    $248,883    $298,660
    15        $155,920      $48,489    $48,489     $151,898    $117,884    $117,884   $151,898    $272,702    $272,702    $327,242

    16        $163,716      $47,352    $47,352     $151,898    $122,142    $122,142   $151,898    $298,800    $298,800    $358,560
    17        $171,901      $46,241    $46,241     $151,898    $126,554    $126,554   $151,898    $327,396    $327,396    $392,875
    18        $180,496      $45,156    $45,156     $151,898    $131,125    $131,125   $157,350    $358,728    $358,728    $430,474
    19        $189,521      $44,097    $44,097     $151,898    $135,862    $135,862   $163,034    $393,059    $393,059    $471,671
    20        $198,997      $43,062    $43,062     $151,898    $140,769    $140,769   $168,923    $430,676    $430,676    $516,811

  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       $95,721      $60,243    $63,993     $151,898     $82,296    $86,046    $151,898    $110,050    $113,800    $151,898
  Age 75      $122,167      $54,601    $54,601     $151,898     $98,720    $98,720    $151,898    $172,674    $172,674    $210,662

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

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

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

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


                                      D-11

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1         $78,750      $64,602    $71,352     $151,898     $69,052    $75,802    $151,898     $73,503     $80,253    $151,898
     2         $82,688      $61,520    $67,520     $151,898     $70,463    $76,463    $151,898     $79,952     $85,952    $151,898
     3         $86,822      $58,214    $63,464     $151,898     $71,708    $76,958    $151,898     $86,913     $92,163    $151,898
     4         $91,163      $54,640    $59,140     $151,898     $72,762    $77,262    $151,898     $94,469     $98,969    $151,898
     5         $95,721      $50,750    $54,500     $151,898     $73,596    $77,346    $151,898    $102,725    $106,475    $151,898

     6        $100,507      $46,465    $49,465     $151,898     $74,156    $77,156    $151,898    $111,801    $114,801    $151,898
     7        $105,533      $41,680    $43,930     $151,898     $74,377    $76,627    $151,898    $121,783    $124,033    $158,763
     8        $110,809      $36,287    $37,787     $151,898     $74,188    $75,688    $151,898    $132,520    $134,020    $168,865
     9        $116,350      $30,116    $30,866     $151,898     $73,479    $74,229    $151,898    $144,002    $144,752    $179,492
    10        $122,167      $23,011    $23,011     $151,898     $72,149    $72,149    $151,898    $156,297    $156,297    $190,683

    11        $128,275      $14,146    $14,146     $151,898     $69,771    $69,771    $151,898    $169,755    $169,755    $203,706
    12        $134,689      $3,891      $3,891     $151,898     $66,533    $66,533    $151,898    $184,119    $184,119    $220,943
    13        $141,424        $0          $0         $0*        $62,244    $62,244    $151,898    $199,407    $199,407    $239,288
    14        $148,495        $0          $0         $0*        $56,671    $56,671    $151,898    $215,631    $215,631    $258,758
    15        $155,920        $0          $0         $0*        $49,490    $49,490    $151,898    $232,790    $232,790    $279,347

    16        $163,716        $0          $0         $0*        $40,223    $40,223    $151,898    $250,842    $250,842    $301,011
    17        $171,901        $0          $0         $0*        $28,227    $28,227    $151,898    $269,731    $269,731    $323,677
    18        $180,496        $0          $0         $0*        $12,548    $12,548    $151,898    $289,337    $289,337    $347,205
    19        $189,521        $0          $0         $0*          $0          $0         $0*      $309,534    $309,534    $371,441
    20        $198,997        $0          $0         $0*          $0          $0         $0*      $330,155    $330,155    $396,185

  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       $95,721      $50,750    $54,500     $151,898     $73,596    $77,346    $151,898    $102,725    $106,475    $151,898
  Age 75      $122,167      $23,011    $23,011     $151,898     $72,149    $72,149    $151,898    $156,297    $156,297    $190,683

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

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

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

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

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

                                      D-12

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1        $210,000     $175,945    $193,945    $405,061    $187,778    $205,778   $405,061    $199,611    $217,611    $405,061
     2        $220,500     $172,073    $188,073    $405,061    $195,723    $211,723   $405,061    $220,773    $236,773    $405,061
     3        $231,525     $168,379    $182,379    $405,061    $203,839    $217,839   $405,061    $243,622    $257,622    $405,061
     4        $243,101     $164,857    $176,857    $405,061    $212,133    $224,133   $405,061    $268,307    $280,307    $405,061
     5        $255,256     $161,503    $171,503    $405,061    $220,608    $230,608   $405,061    $294,989    $304,989    $405,061

     6        $268,019     $158,310    $166,310    $405,061    $229,270    $237,270   $405,061    $323,845    $331,845    $431,399
     7        $281,420     $155,275    $161,275    $405,061    $238,125    $244,125   $405,061    $355,066    $361,066    $462,164
     8        $295,491     $152,392    $156,392    $405,061    $247,177    $251,177   $405,061    $388,860    $392,860    $495,003
     9        $310,266     $149,657    $151,657    $405,061    $256,434    $258,434   $405,061    $425,453    $427,453    $530,042
    10        $325,779     $147,066    $147,066    $405,061    $265,900    $265,900   $405,061    $465,093    $465,093    $567,413

    11        $342,068     $143,759    $143,759    $405,061    $275,780    $275,780   $405,061    $510,113    $510,113    $612,135
    12        $359,171     $140,527    $140,527    $405,061    $286,027    $286,027   $405,061    $559,491    $559,491    $671,389
    13        $377,130     $137,367    $137,367    $405,061    $296,655    $296,655   $405,061    $613,649    $613,649    $736,379
    14        $395,986     $134,279    $134,279    $405,061    $307,678    $307,678   $405,061    $673,049    $673,049    $807,659
    15        $415,786     $131,260    $131,260    $405,061    $319,111    $319,111   $405,061    $738,200    $738,200    $885,840

    16        $436,575     $128,309    $128,309    $405,061    $330,968    $330,968   $405,061    $809,656    $809,656    $971,588
    17        $458,404     $125,424    $125,424    $405,061    $343,266    $343,266   $411,919    $888,030    $888,030   $1,065,636
    18        $481,324     $122,604    $122,604    $405,061    $356,021    $356,021   $427,225    $973,990    $973,990   $1,168,788
    19        $505,390     $119,847    $119,847    $405,061    $369,250    $369,250   $443,100   $1,068,271  $1,068,271  $1,281,925
    20        $530,660     $117,153    $117,153    $405,061    $382,970    $382,970   $459,565   $1,171,678  $1,171,678  $1,406,013

  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     $161,503    $171,503    $405,061    $220,608    $230,608   $405,061    $294,989    $304,989    $405,061
  Age 75      $325,779     $147,066    $147,066    $405,061    $265,900    $265,900   $405,061    $465,093    $465,093    $567,413

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

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

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

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


                                      D-13

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1        $210,000     $172,273    $190,273    $405,061    $184,139    $202,139   $405,061    $196,009    $214,009    $405,061
     2        $220,500     $164,053    $180,053    $405,061    $187,900    $203,900   $405,061    $213,206    $229,206    $405,061
     3        $231,525     $155,236    $169,236    $405,061    $191,222    $205,222   $405,061    $231,767    $245,767    $405,061
     4        $243,101     $145,707    $157,707    $405,061    $194,033    $206,033   $405,061    $251,916    $263,916    $405,061
     5        $255,256     $135,334    $145,334    $405,061    $196,255    $206,255   $405,061    $273,933    $283,933    $405,061

     6        $268,019     $123,906    $131,906    $405,061    $197,750    $205,750   $405,061    $298,137    $306,137    $405,061
     7        $281,420     $111,146    $117,146    $405,061    $198,338    $204,338   $405,061    $324,756    $330,756    $423,367
     8        $295,491      $96,764    $100,764    $405,061    $197,834    $201,834   $405,061    $353,386    $357,386    $450,307
     9        $310,266      $80,310    $82,310     $405,061    $195,944    $197,944   $405,061    $384,004    $386,004    $478,645
    10        $325,779      $61,362    $61,362     $405,061    $192,397    $192,397   $405,061    $416,793    $416,793    $508,487

    11        $342,068      $37,724    $37,724     $405,061    $186,057    $186,057   $405,061    $452,680    $452,680    $543,217
    12        $359,171      $10,375    $10,375     $405,061    $177,423    $177,423   $405,061    $490,985    $490,985    $589,182
    13        $377,130        $0          $0         $0*       $165,985    $165,985   $405,061    $531,751    $531,751    $638,101
    14        $395,986        $0          $0         $0*       $151,125    $151,125   $405,061    $575,017    $575,017    $690,020
    15        $415,786        $0          $0         $0*       $131,976    $131,976   $405,061    $620,772    $620,772    $744,927

    16        $436,575        $0          $0         $0*       $107,262    $107,262   $405,061    $668,913    $668,913    $802,696
    17        $458,404        $0          $0         $0*        $75,274    $75,274    $405,061    $719,282    $719,282    $863,138
    18        $481,324        $0          $0         $0*        $33,463    $33,463    $405,061    $771,566    $771,566    $925,879
    19        $505,390        $0          $0         $0*          $0          $0         $0*      $825,425    $825,425    $990,509
    20        $530,660        $0          $0         $0*          $0          $0         $0*      $880,412    $880,412   $1,056,495

  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     $135,334    $145,334    $405,061    $196,255    $206,255   $405,061    $273,933    $283,933    $405,061
  Age 75      $325,779      $61,362    $61,362     $405,061    $192,397    $192,397   $405,061    $416,793    $416,793    $508,487

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

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

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

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

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

                                      D-14

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1         $78,750      $66,300    $73,050     $215,015     $70,759    $77,509    $215,015     $75,218     $81,968    $215,015
     2         $82,688      $65,044    $71,044     $215,015     $74,000    $80,000    $215,015     $83,488     $89,488    $215,015
     3         $86,822      $63,781    $69,031     $215,015     $77,226    $82,476    $215,015     $92,353     $97,603    $215,015
     4         $91,163      $62,575    $67,075     $215,015     $80,529    $85,029    $215,015    $101,910    $106,410    $215,015
     5         $95,721      $61,424    $65,174     $215,015     $83,911    $87,661    $215,015    $112,262    $116,012    $215,015

     6        $100,507      $60,328    $63,328     $215,015     $87,374    $90,374    $215,015    $123,480    $126,480    $215,015
     7        $105,533      $59,283    $61,533     $215,015     $90,921    $93,171    $215,015    $135,643    $137,893    $215,015
     8        $110,809      $58,290    $59,790     $215,015     $94,554    $96,054    $215,015    $148,835    $150,335    $215,015
     9        $116,350      $57,346    $58,096     $215,015     $98,277    $99,027    $215,015    $163,151    $163,901    $215,015
    10        $122,167      $56,450    $56,450     $215,015    $102,092    $102,092   $215,015    $178,690    $178,690    $218,002

    11        $128,275      $55,236    $55,236     $215,015    $105,992    $105,992   $215,015    $196,183    $196,183    $235,420
    12        $134,689      $54,048    $54,048     $215,015    $110,040    $110,040   $215,015    $215,389    $215,389    $258,467
    13        $141,424      $52,886    $52,886     $215,015    $114,243    $114,243   $215,015    $236,475    $236,475    $283,769
    14        $148,495      $51,748    $51,748     $215,015    $118,607    $118,607   $215,015    $259,624    $259,624    $311,549
    15        $155,920      $50,635    $50,635     $215,015    $123,137    $123,137   $215,015    $285,041    $285,041    $342,049

    16        $163,716      $49,546    $49,546     $215,015    $127,840    $127,840   $215,015    $312,945    $312,945    $375,534
    17        $171,901      $48,481    $48,481     $215,015    $132,723    $132,723   $215,015    $343,581    $343,581    $412,298
    18        $180,496      $47,438    $47,438     $215,015    $137,793    $137,793   $215,015    $377,217    $377,217    $452,660
    19        $189,521      $46,418    $46,418     $215,015    $143,056    $143,056   $215,015    $414,145    $414,145    $496,974
    20        $198,997      $45,420    $45,420     $215,015    $148,520    $148,520   $215,015    $454,688    $454,688    $545,625

  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       $95,721      $61,424    $65,174     $215,015     $83,911    $87,661    $215,015    $112,262    $116,012    $215,015
  Age 75      $122,167      $56,450    $56,450     $215,015    $102,092    $102,092   $215,015    $178,690    $178,690    $218,002

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

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

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

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


                                      D-15

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1         $78,750      $66,300    $73,050     $215,015     $70,759    $77,509    $215,015     $75,218     $81,968    $215,015
     2         $82,688      $65,044    $71,044     $215,015     $74,000    $80,000    $215,015     $83,488     $89,488    $215,015
     3         $86,822      $63,706    $68,956     $215,015     $77,205    $82,455    $215,015     $92,353     $97,603    $215,015
     4         $91,163      $62,256    $66,756     $215,015     $80,349    $84,849    $215,015    $101,862    $106,362    $215,015
     5         $95,721      $60,660    $64,410     $215,015     $83,408    $87,158    $215,015    $112,074    $115,824    $215,015

     6        $100,507      $58,872    $61,872     $215,015     $86,348    $89,348    $215,015    $123,056    $126,056    $215,015
     7        $105,533      $56,832    $59,082     $215,015     $89,124    $91,374    $215,015    $134,888    $137,138    $215,015
     8        $110,809      $54,459    $55,959     $215,015     $91,678    $93,178    $215,015    $147,664    $149,164    $215,015
     9        $116,350      $51,651    $52,401     $215,015     $93,937    $94,687    $215,015    $161,512    $162,262    $215,015
    10        $122,167      $48,287    $48,287     $215,015     $95,818    $95,818    $215,015    $176,597    $176,597    $215,448

    11        $128,275      $43,756    $43,756     $215,015     $97,703    $97,703    $215,015    $193,431    $193,431    $232,118
    12        $134,689      $38,342    $38,342     $215,015     $97,795    $97,795    $215,015    $211,667    $211,667    $254,001
    13        $141,424      $31,860    $31,860     $215,015     $97,872    $97,872    $215,015    $231,357    $231,357    $277,628
    14        $148,495      $24,082    $24,082     $215,015     $97,165    $97,165    $215,015    $252,550    $252,550    $303,060
    15        $155,920      $14,705    $14,705     $215,015     $95,490    $95,490    $215,015    $275,279    $275,279    $330,334

    16        $163,716      $3,314      $3,314     $215,015     $92,594    $92,594    $215,015    $299,542    $299,542    $359,451
    17        $171,901        $0          $0         $0*        $88,126    $88,126    $215,015    $325,302    $325,302    $390,363
    18        $180,496        $0          $0         $0*        $81,601    $81,601    $215,015    $352,466    $352,466    $422,959
    19        $189,521        $0          $0         $0*        $72,360    $72,360    $215,015    $380,890    $380,890    $457,068
    20        $198,997        $0          $0         $0*        $59,512    $59,512    $215,015    $410,385    $410,385    $492,462

  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       $95,721      $60,660    $64,410     $215,015     $83,408    $87,158    $215,015    $112,074    $115,824    $215,015
  Age 75      $122,167      $48,287    $48,287     $215,015     $95,818    $95,818    $215,015    $176,597    $176,597    $215,448

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

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

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

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

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

                                      D-16

<PAGE>


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

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

- -----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1        $210,000     $176,799    $194,799    $573,372    $188,690    $206,690   $573,372    $200,580    $218,580    $573,372
     2        $220,500     $173,469    $189,469    $573,372    $197,334    $213,334   $573,372    $222,634    $238,634    $573,372
     3        $231,525     $170,285    $184,285    $573,372    $206,157    $220,157   $573,372    $246,428    $260,428    $573,372
     4        $243,101     $167,243    $179,243    $573,372    $215,198    $227,198   $573,372    $272,211    $284,211    $573,372
     5        $255,256     $164,339    $174,339    $573,372    $224,464    $234,464   $573,372    $300,167    $310,167    $573,372

     6        $268,019     $161,568    $169,568    $573,372    $233,963    $241,963   $573,372    $330,493    $338,493    $573,372
     7        $281,420     $158,929    $164,929    $573,372    $243,701    $249,701   $573,372    $363,406    $369,406    $573,372
     8        $295,491     $156,416    $160,416    $573,372    $253,687    $257,687   $573,372    $399,142    $403,142    $573,372
     9        $310,266     $154,027    $156,027    $573,372    $263,928    $265,928   $573,372    $437,959    $439,959    $573,372
    10        $325,779     $151,758    $151,758    $573,372    $274,433    $274,433   $573,372    $480,138    $480,138    $585,769

    11        $342,068     $148,643    $148,643    $573,372    $285,200    $285,200   $573,372    $527,669    $527,669    $633,203
    12        $359,171     $145,592    $145,592    $573,372    $296,390    $296,390   $573,372    $579,906    $579,906    $695,887
    13        $377,130     $142,603    $142,603    $573,372    $308,019    $308,019   $573,372    $637,314    $637,314    $764,776
    14        $395,986     $139,676    $139,676    $573,372    $320,104    $320,104   $573,372    $700,404    $700,404    $840,485
    15        $415,786     $136,809    $136,809    $573,372    $332,663    $332,663   $573,372    $769,741    $769,741    $923,689

    16        $436,575     $134,001    $134,001    $573,372    $345,714    $345,714   $573,372    $845,941    $845,941   $1,015,129
    17        $458,404     $131,250    $131,250    $573,372    $359,278    $359,278   $573,372    $929,685    $929,685   $1,115,622
    18        $481,324     $128,556    $128,556    $573,372    $373,374    $373,374   $573,372   $1,021,719  $1,021,719  $1,226,062
    19        $505,390     $125,918    $125,918    $573,372    $388,023    $388,023   $573,372   $1,122,863  $1,122,863  $1,347,436
    20        $530,660     $123,333    $123,333    $573,372    $403,247    $403,247   $573,372   $1,234,021  $1,234,021  $1,480,825

  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     $164,339    $174,339    $573,372    $224,464    $234,464   $573,372    $300,167    $310,167    $573,372
  Age 75      $325,779     $151,758    $151,758    $573,372    $274,433    $274,433   $573,372    $480,138    $480,138    $585,769

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

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

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

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


                                      D-17

<PAGE>


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

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

- ----------------------------------------------------------------------------------------------------------------------------------
              Payments              Hypothetical 0%                    Hypothetical 6%                    Hypothetical 12%
              Made Plus         Gross Investment Return            Gross Investment Return             Gross Investment Return
              Interest
 Contract     At 5% Per    Surrender   Contract     Death      Surrender   Contract     Death     Surrender   Contract      Death
   Year         Year         Value      Value      Benefit       Value      Value      Benefit      Value       Value      Benefit
   ----         ----         -----      -----      -------       -----      -----      -------      -----       -----      -------


     1        $210,000     $176,799    $194,799    $573,372    $188,690    $206,690   $573,372    $200,580    $218,580    $573,372
     2        $220,500     $173,450    $189,450    $573,372    $197,334    $213,334   $573,372    $222,634    $238,634    $573,372
     3        $231,525     $169,882    $183,882    $573,372    $205,879    $219,879   $573,372    $246,274    $260,274    $573,372
     4        $243,101     $166,017    $178,017    $573,372    $214,265    $226,265   $573,372    $271,632    $283,632    $573,372
     5        $255,256     $161,761    $171,761    $573,372    $222,422    $232,422   $573,372    $298,865    $308,865    $573,372

     6        $268,019     $156,993    $164,993    $573,372    $230,261    $238,261   $573,372    $328,150    $336,150    $573,372
     7        $281,420     $151,552    $157,552    $573,372    $237,664    $243,664   $573,372    $359,700    $365,700    $573,372
     8        $295,491     $145,223    $149,223    $573,372    $244,474    $248,474   $573,372    $393,772    $397,772    $573,372
     9        $310,266     $137,736    $139,736    $573,372    $250,499    $252,499   $573,372    $430,698    $432,698    $573,372
    10        $325,779     $128,766    $128,766    $573,372    $255,515    $255,515   $573,372    $470,925    $470,925    $574,529

    11        $342,068     $116,681    $116,681    $573,372    $258,861    $258,861   $573,372    $515,817    $515,817    $618,981
    12        $359,171     $102,245    $102,245    $573,372    $260,788    $260,788   $573,372    $564,446    $564,446    $677,335
    13        $377,130      $84,960    $84,960     $573,372    $260,992    $260,992   $573,372    $616,952    $616,952    $740,342
    14        $395,986      $64,219    $64,219     $573,372    $259,106    $259,106   $573,372    $673,468    $673,468    $808,161
    15        $415,786      $39,214    $39,214     $573,372    $254,640    $254,640   $573,372    $734,077    $734,077    $880,892

    16        $436,575      $8,838      $8,838     $573,372    $246,917    $246,917   $573,372    $798,780    $798,780    $958,536
    17        $458,404        $0          $0         $0*       $235,004    $235,004   $573,372    $867,473    $867,473   $1,040,967
    18        $481,324        $0          $0         $0*       $217,604    $217,604   $573,372    $939,908    $939,908   $1,127,890
    19        $505,390        $0          $0         $0*       $192,961    $192,961   $573,372   $1,015,707  $1,015,707  $1,218,848
    20        $530,660        $0          $0         $0*       $158,699    $158,699   $573,372   $1,094,361  $1,094,361  $1,313,233

  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     $161,761    $171,761    $573,372    $222,422    $232,422   $573,372    $298,865    $308,865    $573,372
  Age 75      $325,779     $128,766    $128,766    $573,372    $255,515    $255,515   $573,372    $470,925    $470,925    $574,529

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

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

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

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

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


                                      D-18


<PAGE>


APPENDIX E -

SPECIAL TERMS


<PAGE>



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

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

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

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

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

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

o   accumulation in the fixed account credited to your contract.

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

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

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

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


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

FINAL PAYMENT DATE:  the contract  anniversary  coinciding  with or  immediately
following the insured's 100th birthday. For a Second-to-Die  contract, the final
payment  date  is  the  contract  anniversary  coinciding  with  or  immediately
following the younger insured's 100th birthday. No payments are permitted by you
after this date. No monthly deduction  (including  insurance protection charges)
will be deducted  from the contract  value after this date.  Generally,  the net
death benefit after this date will equal the guideline minimum sum insured minus
any outstanding loan, except as otherwise provided in a Guaranteed Death Benefit
Rider, if attached to the contract.

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

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

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

GRACE PERIOD:  the 62-day period starting on: (a) the monthly processing date on
which  the  surrender  value is less  than the  monthly  deductions  due and the
contract  lapses;  or (b) the date on which the  outstanding  loan  exceeds  the
contract value less surrender charges.

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

o   the contract value TIMES

o   a percentage based on the insured's attained age.



<PAGE>



                                       E-1

<PAGE>


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

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

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

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

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

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

MONTHLY  PROCESSING  DATE: the date,  shown in your  contract,  on which monthly
deductions are deducted.

NET DEATH BENEFIT: on or before the final payment date:

o   the death benefit; MINUS

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

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

o   the guideline minimum sum insured; MINUS

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

If the Guaranteed Death Benefit Rider is in effect after the final payment date,
the net death benefit will be the GREATER of:

o   the face amount as of the final payment date, OR

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

reduced by any outstanding  loan through the contract month in which the insured
     dies.

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

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

PRO RATA ALLOCATION:  an allocation among the fixed account and the sub-accounts
in the same  proportion  that,  on the date of  allocation,  the  portion of the
contract  value in the fixed  account and the portion of the  contract  value in
each sub-account bear to the total contract value net of any outstanding loans.

SECOND-TO-DIE:   the   contract   may  be   issued   as  a  joint   survivorship
(second-to-die)  contract. Life insurance coverage is provided for two insureds,
with death benefits payable at the death of the last surviving insured.

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

SUB-ACCOUNT:  a subdivision of the separate account investing exclusively in the
shares of a portfolio.

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

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

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


<PAGE>





                                       E-2

<PAGE>


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

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

o   each day the New York Stock Exchange is open for trading; and

o    other days, such as those other than a day during which no payment, partial
     withdrawal  or  surrender  of a  contract  was  received,  when  there is a
     sufficient  degree  of  trading  in a  portfolio's  securities  so that the
     current net asset value of the sub-account may be materially affected.

VALUATION PERIOD: the interval between two consecutive valuation dates.

VARIABLE  LIFE  SERVICE  CENTER:  our office at 440 Lincoln  Street,  Worcester,
Massachusetts 01653.

o 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

o Our address for express mail packages is:

                 Transamerica Occidental Life Insurance Company
                          Variable Life Service Center
                                 66 Brooks Drive
                         Braintree, Massachusetts 02184

o   Our customer service telephone number is:
                                                  (800) 782-8315.

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





                                       E-3

<PAGE>


<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/
                  (i) re PIMCO Variable Insurance Trust 5/

(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/ 3/4/ 6/

     8.    Powers of Attorney 1/ 4/ 6/


     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.

     4/   Incorporated  by reference to  Post-Effective  Amendment No. 2 of this
          Registration Statement (File No. 333-63215) on April 30, 1999.


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

     6/  Filed herewith.




<PAGE>


                                     PART II

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

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

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

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


REPRESENTATIONS PURSUANT TO SECTION 26(E) OF THE INVESTMENT COMPANY ACT OF 1940
Transamerica  hereby  represents  that the fees and charges  deducted  under the
Policy, in the aggregate,  are reasonable in relation to the services  rendered,
the expenses expected to be incurred, and the risks assumed by Transamerica.




<PAGE>


                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of 1940,  Transamerica Occidental Life Insurance Company certifies that this
Amendment meets the requirements of Securities Act Rule 485(b) for effectiveness
of this Registration  Statement and has caused this Registration Statement to be
signed on its behalf by the  undersigned  in the City of Los  Angeles,  State of
California on the 26th day of April, 2000.

               Transamerica Occidental Life Separate Account VUL-2
                                  (Registrant)

(SEAL)






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


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 April, 2000.

                 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 and President -                    April 26, 2000
Nooruddin S. Veerjee                    Insurance Products Division

_________________*                   Director                                    April  26, 2000
Patrick S. Baird

_________________*                   Director and Senior Vice President          April  26, 2000
Brenda K. Clancy

______________________*              Director, Executive Vice President          April  26, 2000
James W. Dederer                     General Counsel and   Corporate Secretary

______________________*                 Director and                                April 26 , 2000
Karen MacDonald                         and Acting Chief Financial Officer



______________________*              Director                                    April  26, 2000
George A. Foegele

______________________*              Director and Senior Vice President          April  26, 2000
Douglas C. Kolsrud

______________________*              Director                                    April  26, 2000
Richard N. Latzer

______________________*              Director                                    April  26, 2000
Gary U. Rolle'

______________________*              Director                                    April 26, 2000
Paul E. Rutledge III


______________________*              Director, Vice President and Counsel       April 26 , 2000
Craig D. Vermie





_________________________________________   On April 26, 2000 as Attorney-in-Fact pursuant to
*By:  David M. Goldstein                    powers of attorney previously filed and filed herewith,
                                            and in his own capacity as Vice President.



</TABLE>


Exhibit 7 Consent of Auditors

                         CONSENT OF INDEPENDENT AUDITORS



We consent to the reference to our firm under the caption "Independent Auditors"
and  to  the  use of our  report  dated  March  31,  2000  with  respect  to the
statutory-basis  financial statements of Transamerica  Occidental Life Insurance
Company  and our report  dated  March 31,  2000 with  respect  to the  financial
statements  of   Transamerica   Occidental   Life  Separate   Account  VUL-2  in
Post-Effective  Amendment  No. 4 to the  Registration  Statement  (Form  S-6 No.
333-63215)  and related  Prospectus  of  Transamerica  Occidental  Life Separate
Account VUL-2.





Los Angeles, California
April 24, 2000


Exhibit 8 Powers of Attorney

                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                Patrick S. Baird



<PAGE>


                                Power of Attorney

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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set her hand, this
______ day of December, 1999.


                         ------------------------------
                                Brenda K. Clancy


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                James W. Dederer


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                George A. Foegele


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                               Douglas C. Kolsrud


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                Richard N. Latzer


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set her hand, this
______ day of December, 1999.


                         ------------------------------
                               Karen O. MacDonald


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                 Gary U. Rolle'


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                              Paul E. Rutledge III


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                Nooruddin Veerjee


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                 Craig D. Vermie




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