SEPARATE ACCT VUL 5 OF TRANSAMERICA OCCIDENTAL LIFE INS CO
S-6, EX-99, 2000-12-15
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<PAGE>

  Transamerica Occidental                       POLICY FORM TRUL-VUL
 Life Insurance Company                        Individual Life Insurance
 1150 South Olive Street

 Los Angeles, CA  90015


INSURED                               POLICY NUMBER

FACE AMOUNT                           DATE OF ISSUE


Transamerica Occidental Life Insurance Company will pay the death benefit to the
beneficiary if the insured dies while this policy is in force. All payments are
subject to the provisions of this policy.

Signed for the Company at Los Angeles, California, on the date of issue.

Executive Vice President, General Counsel                            President
   And Corporate Secretary



RIGHT TO EXAMINE AND RETURN POLICY WITHIN 10 DAYS -- At any time within 10 days
after you receive this policy, you may return it to us or the agent through whom
you bought it. We will cancel the policy and void it from the beginning. We will
refund to you: (1) the difference between any premiums paid, including fees or
other charges, and the amounts allocated to the separate account; PLUS (2) the
value of the amounts in the separate account on the date this policy is received
at our administrative office; PLUS (3) any fees or other charges imposed on
amounts in the separate account.


<PAGE>


                                         VARIABLE UNIVERSAL LIFE INSURANCE
                                            MINIMUM PREMIUM REQUIREMENT

                                              SHOWN IN THE POLICY DATA
                                    FLEXIBLE PREMIUMS PAYABLE THEREAFTER DURING

                                          LIFE OF INSURED PRIOR TO AGE 100
                                        SUBJECT TO THE LIMITATIONS DESCRIBED

                                             IN THE PREMIUMS PROVISION

                                     DEATH BENEFIT PAYABLE AT DEATH OF INSURED

                                       NONPARTICIPATING - NO ANNUAL DIVIDENDS

THIS POLICY CONTAINS A PREMIUM  QUALIFICATION CREDIT PROVISION.  TO RECEIVE THIS
CREDIT,  YOU MUST PAY SPECIFIC PREMIUMS ON OR BEFORE THEIR DUE DATE. SEE DETAILS
ON PAGES 12-13.

YOU MAY ELECT TO ALLOCATE YOUR NET PREMIUMS TO THE SEPARATE  ACCOUNT  AND/OR THE
FIXED ACCOUNT.


THE  VALUE IN THE  SEPARATE  ACCOUNT  MAY  INCREASE  OR  DECREASE  DEPENDING  ON
INVESTMENT RESULTS. PLEASE SEE THE SEPARATE ACCOUNT PROVISION FOR MORE DETAILS.

THE VALUE IN THE FIXED  ACCOUNT  WILL EARN  INTEREST AT A RATE NOT LESS THAN THE
GUARANTEED MINIMUM INTEREST RATE SHOWN IN THE POLICY DATA.

THE AMOUNT OF THE DEATH  BENEFIT MAY BE  VARIABLE  OR FIXED.  THE LENGTH OF TIME
THIS POLICY WILL REMAIN IN FORCE WILL BE VARIABLE.  PLEASE SEE THE DEATH BENEFIT
AND ACCUMULATION VALUES PROVISIONS FOR MORE DETAILS.


<PAGE>








1-12411101
PAGE 1


<PAGE>


                        This      policy is a legal contract between you, the
                                  owner of this policy, and Transamerica
                                  Occidental Life Insurance Company.

                                              READ YOUR POLICY CAREFULLY

                                                    POLICY SUMMARY

         We will pay the death benefit to the beneficiary if the insured dies
while the policy is in force.

         You must pay at least the minimum premium per year during the required
         premium period shown in the Policy Data or your policy will lapse. If
         you request an increase in the face amount of this policy, you must
         also pay at least the minimum premium per year for the increased
         portion for that portion's required premium period following the date
         of the increase, or your policy will lapse. After that, you may vary
         the amount of premiums and how often you pay them, within certain
         limits, as described in the Premiums provision. Generally, you may pay
         premiums as long as the insured is living, up to the policy anniversary
         nearest age 100.

         Additional benefits, if any, are provided by rider.

         This is only a brief description. The insurance is fully described in
         the various provisions of the policy.
<TABLE>
<CAPTION>

                                               GUIDE TO POLICY PROVISIONS

                                                      PAGE                                                             PAGE

<S>                                                 <C>                                                                 <C>
Accumulation Values..................................17,18       Option to Change the Face Amount........................24,25

Application Copy..................................after 34       Ownership and Beneficiary Provisions........................8

Beneficiary's Rights.....................................8       Payment of Cash Value and Loans............................29

Cash Value..............................................20       Payment of Death Benefit.................................9,10

Change of Beneficiary....................................8       Policy Data...............................................2-4

Death Benefit.........................................9,10       Policy Loans............................................20,21

Death Benefit Factors...............................32, 33       Policy Statements and Illustrations........................29

Definitions............................................5-8       Postponement of Transfers..................................28

Fixed Account........................................16,17       Premium Allocation......................................14,15

Grace Period............................................12       Premium Qualification Credit............................12,13

Guaranteed Exchange Option...........................26-28       Premiums................................................10,11

Guaranteed Maximum Monthly Deduction Rates...............3       Reinstatement...........................................13,14

Misstatement of Age.....................................30       Riders...............................................after 34

Monthly Deductions...................................19,20       Separate Account........................................15,16

Nonforfeiture Option....................................25       Transfers...............................................18,19



</TABLE>






                               1-12411101 PAGE 1A


<PAGE>
<TABLE>
<CAPTION>


                                                  P O L I C Y D A T A

            LOAN INTEREST RATE                                                     MAY 01, 2001    POLICY DATE
<S>                       <C>     <C>                                             <C>           <C>
             POLICY YEARS 1-10    5.88% IN ADVANCE
                                                                                   MAY 01, 2001    DATE OF ISSUE
            LOAN INTEREST RATE
              POLICY YEARS 11+    4.07% IN ADVANCE                                     SPECIMEN    POLICY NUMBER

                 REINSTATEMENT                                                                     DEATH BENEFIT
                 INTEREST RATE    6.00%                                                OPTION 1    OPTION

                       INSURED    JOHN DOE                                                   35    AGE OF INSURED

                         OWNER    JOHN DOE                                             $100,000    FACE AMOUNT

             REALLOCATION DATE    MAY 22, 2001                             PREFERRED NON-SMOKER    CLASS OF RISK
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - -
</TABLE>

MINIMUM INITIAL PREMIUM:  $42.00
PLANNED PERIODIC PREMIUMS:  $415.00 ANNUAL

REQUIRED PREMIUM PERIOD:  10 YEARS

REQUIRED PREMIUM PER YEAR FOR THE BASE POLICY:  $252.00

REQUIRED PREMIUM PER YEAR FOR THE BASE POLICY AND ALL
ADDITIONAL RIDERS:  $252.00

PREMIUM QUALIFICATION CREDIT PERIOD:  10 YEARS
PREMIUM QUALIFICATION CREDIT PERCENTAGE:  2%

GUARANTEED MAXIMUM MONTHLY POLICY FEE:       POLICY YEARS 1-10:  $6.00
                                             POLICY YEARS 11 AND LATER:  $10.00

ADMINISTRATIVE CHARGE:  7%

ANNUAL MORTALITY AND EXPENSE RISK CHARGE:    0.25%
DAILY MORTALITY AND EXPENSE RISK CHARGE:     0.000685787%

GUARANTEED MAXIMUM MONTHLY EXPENSE
CHARGE PER THOUSAND:                         $0.0942

GUARANTEED MINIMUM INTEREST RATE:  4.0%
(FOR THE FIXED ACCOUNT)

SELECT MONTHLY PREMIUM:  $26.67
SELECT PERIOD:  10 YEARS

NOTE: THIS POLICY MAY TERMINATE IF:
(1)  THE ACCUMULATION VALUE MINUS ANY LOAN(S) IS LESS THAN THE MONTHLY DEDUCTION
 DUE, OR
(2)  THE REQUIRED PREMIUMS PER YEAR FOR THE BASE POLICY AND ANY RIDERS AND ANY
     LAYERS IN THEIR REQUIRED PREMIUM PERIOD ARE NOT PAID.

1-12411101
PAGE 2


<PAGE>

<TABLE>
<CAPTION>

                                       P O L I C Y D A T A ( C O N T I N U E D )

                               TABLE OF GUARANTEED MAXIMUM MONTHLY DEDUCTION RATES PER $1,000
                                                     FOR BASE POLICY *

        POLICY              POLICY                POLICY                POLICY                POLICY              POLICY
         YEAR              EXCLUDING               YEAR                EXCLUDING               YEAR              EXCLUDING
                            RIDERS                                      RIDERS                                    RIDERS

<S>       <C>              <C>                      <C>                <C>                      <C>              <C>
          1                0.0208                   31                 1.7608                   61               27.4967
          2                0.0275                   32                 1.9500                   62               32.0458
          3                0.0342                   33                 2.1550                   63               40.0167
          4                0.0392                   34                 2.3750                   64               54.8317
          5                0.0425                   35                 2.6150                   65               83.3333
          6                0.0475                   36                 2.8858                   66                 0.0000
          7                0.0525                   37                 3.2425
          8                0.0583                   38                 3.5467
          9                0.0650                   39                 3.9533
          10               0.0725                   40                 4.4100
          11               0.2767                   41                 4.9000
          12               0.2992                   42                 5.4217
          13               0.3233                   43                 5.9700
          14               0.3492                   44                 6.5392
          15               0.3783                   45                 7.1433
          16               0.4092                   46                 7.8058
          17               0.4458                   47                 8.5433
          18               0.4883                   48                 9.3767
          19               0.5358                   49                10.3158
          20               0.5908                   50                11.3425
          21               0.6517                   51                12.4333
          22               0.7192                   52                13.5667
          23               0.7908                   53                14.7325
          24               0.8683                   54                15.9075
          25               0.9558                   55                17.1075
          26               1.0533                   56                18.3492
          27               1.1617                   57                19.6533
          28               1.2850                   58                21.0625
          29               1.4258                   59                22.6358
          30               1.5850                   60                24.6375

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

* TO FIND THE AMOUNT OF MONTHLY DEDUCTION DURING EACH POLICY YEAR, SEE THE
MONTHLY DEDUCTIONS SECTION. A MONTHLY POLICY FEE OF $6.00 WILL BE ADDED INTO
EACH MONTHLY DEDUCTION FOR THE FIRST TEN POLICY YEARS. IN SUBSEQUENT YEARS, THE
POLICY FEE WILL NOT EXCEED $10.00. A MONTHLY EXPENSE CHARGE PER THOUSAND WILL
ALSO BE ADDED TO EACH MONTHLY DEDUCTION. THE GUARANTEED MAXIMUM MONTHLY EXPENSE
CHARGE PER THOUSAND IS SHOWN ON POLICY DATA PAGE 2.

1-12411101
PAGE 3


<PAGE>


                                      P O L I C Y D A T A (C O N T I N U E D)

                     TABLE OF SURRENDER PENALTY FACTORS PER $1,000 OF BASE POLICY FACE AMOUNT

                                          POLICY                  SURRENDER
                                           YEAR                    PENALTY
                                                                    FACTOR

                                             1                    23.90
                                             2                    23.70
                                             3                    23.40
                                             4                    23.10
                                             5                    22.80
                                             6                    19.00
                                             7                    15.20
                                             8                    11.40
                                             9                     7.60
                                            10                     3.80
                                            11+                       0

</TABLE>

TO CALCULATE THE FULL SURRENDER PENALTY FOR THE BASE POLICY, FIND THE FACTOR FOR
THE CURRENT POLICY YEAR. MULTIPLY THIS FACTOR BY THE NUMBER OF THOUSANDS OF FACE
AMOUNT OF THE BASE POLICY.

1-12411101                                                       END OF POLICY
DATA                                                     PAGE 4



<PAGE>


          DEFINITIONS            In this policy:

WE, OUR or US means Transamerica Occidental Life Insurance Company.

YOU and YOUR means the owner of this policy.

ACCUMULATION  VALUE of the policy means the sum of the accumulation value of the
base  policy  and the  accumulation  value  of each  layer as  described  in the
Accumulation Values provision.

ADMINISTRATIVE OFFICE means Transamerica  Occidental Life Insurance Company, Box
417002, Kansas City, Missouri 64141-7002.  This address is for regular mail. Our
address for express delivery is Transamerica  Occidental Life Insurance Company,
[Attention  -- VUL  Administration  (K26),  1100  Walnut  Street,  Kansas  City,
Missouri 64106-2152].

AGE means the insured's age on his or her nearest birthday.

The BASE POLICY is this policy excluding any layers and any riders.

The  BENEFICIARY  is the person you designate to receive the death benefit under
this policy.

CASH VALUE of the base policy or a layer means its accumulation  value, less any
surrender penalty that would be assessed on a full surrender of the policy.  The
policy's  cash value is the  policy's  accumulation  value,  less the  surrender
penalties that would be assessed on a full surrender of the policy.

DELIVERY  REQUIREMENT  means any requirement  that must be completed before this
policy can become  effective  and before  this policy may be  delivered  to you.
Examples   include  any   application   amendment  or  additional   evidence  of
insurability  that we require.  Except as otherwise  provided in the conditional
receipt,   this  policy  cannot  become   effective  until  after  all  delivery
requirements are satisfied.

The DESIGNATED  INDIVIDUAL is the person upon whose life expectancy a settlement
option may be based and upon whose life  continued  payments  under a settlement
option may depend.

The FIXED ACCOUNT is one of the investment  options under this policy. The fixed
account is part of our general  account.  The net  premiums  you allocate to the
fixed  account and the portion of the  accumulation  value in the fixed  account
will earn  interest  as  described  in the Fixed  Account  provision.  The total
accumulation  value in the fixed account is equal to the  accumulation  value in
the fixed  account for the base policy and the  accumulation  value in the fixed
account for all layers.

FREE-LOOK  PERIOD means the initial  period of time after you first receive this
policy  during  which you have the right to examine and return this policy for a
refund.  The  length of the  free-look  period  and the amount of the refund are
described on page 1.

A GROSS PREMIUM is 100% of any premium you pay.

HOME OFFICE means Transamerica  Occidental Life Insurance Company, Box 2101, Los
Angeles, California 90051-0101.

1-12411101
PAGE 5


<PAGE>


INVESTMENT  OPTION means the fixed  account or any  sub-account  of the separate
account.

LAPSE means termination of the policy at the end of the grace period.

A LAYER is coverage provided by an increase in the face amount of this policy.

A LAYER  DATE is the  effective  date of a layer.  We will use the layer date to
determine the layer anniversaries and layer years.

The  LOAN  ACCOUNT  is part of the  fixed  account.  The loan  account  includes
outstanding  loans.  The loan  account  of the policy is equal to the sum of the
loan account for the base policy and the loan  account for each layer.  The loan
account is not an investment option.

The MAXIMUM  LOAN AMOUNT is the largest  amount you may borrow  under the Policy
Loans provision. There is a maximum loan amount for the base policy and for each
layer.

A MONTHLY  DEDUCTION  is an amount  we take from the  accumulation  value of the
policy or of each layer,  respectively,  on the policy date and on each  monthly
policy date after the policy date.

NET ASSET  VALUE is the per share  value of a  portfolio  as  calculated  by the
portfolio and reported to us.

The NET  CASH  VALUE of the  policy  is the cash  value of the  policy  less any
existing  loans.  The net cash  value of the base  policy or a layer is its cash
value, less any existing loans allocated to the base policy or layer.

The NET LOAN AMOUNT is a policy loan, less any loan interest due.

A NET  PREMIUM  is  any  gross  premium  minus  an  administrative  charge.  The
administrative charge is shown in the Policy Data.

The PAYEE is the person who has the right to receive payments under a settlement
option.  If you surrender  this policy,  you are the payee under any  settlement
option you elect.  After the insured's death, the beneficiary is the payee under
the settlement option you elect.

The POLICY DATE shown in the Policy Data is the effective  date of coverage.  We
will  use  the  policy  date to  determine  the  monthly  policy  dates,  policy
anniversaries and policy years.

The POLICY FEE is part of the monthly  deduction.  The guaranteed maximum policy
fee is shown in the Policy Data.

A POLICY LOAN is indebtedness to us for a loan secured by this policy.

A  PORTFOLIO  is a mutual fund  investment  or other  investment  pool held in a
sub-account.

1-12411101
        PAGE 6

PRO-RATA means a proportionate allocation among investment options. For the base
policy, a pro-rata  allocation is equal to the portion of the accumulation value
in the base policy in an  investment  option  divided by the total  accumulation
value of the base policy (excluding the portion of the accumulation value in the
loan account). For a layer, a pro-rata allocation is equal to the portion of the
accumulation  value in the layer in an  investment  option  divided by the total
accumulation value of the layer (excluding the portion of the accumulation value
in the loan  account).  Any fees,  charges,  reductions or  deductions  from the
accumulation value will be allocated on a pro-rata basis,  unless you choose the
investment  options to which you want to  allocate  these  amounts  pursuant  to
procedures we establish.

REALLOCATION  DATE means the date that net premiums  initially  allocated to the
money  market  sub-account  (plus  any  earnings  on  those  net  premiums)  are
transferred  to one or  more  other  sub-accounts  of the  separate  account  in
accordance with the allocations then in effect.  The reallocation  date is shown
in the Policy Data.

REINSTATE means to restore coverage after the policy has lapsed,  subject to the
requirements in the Reinstatement provision.

REQUIRED PREMIUM is the minimum amount of premium you must pay each year for the
base policy or a layer during its required  premium period.  The base policy and
each layer have separate  required premium amounts.  You may pay all or any part
of this premium in advance.

REQUIRED  PREMIUM  PERIOD is the  total  number of  consecutive  years  that any
required  premium must be paid.  This period is shown in the Policy  Data.  This
period begins on the policy date for the base policy,  and on the layer date for
a layer.

A RIDER is an attachment to the policy that provides an additional benefit.

The SEPARATE ACCOUNT is established and maintained by us for the investment of a
portion of our assets. It consists of the sub-accounts.

A SUB-ACCOUNT  is an  investment  option under this policy.  A sub-account  is a
subdivision  of the  separate  account  that holds  shares of a  portfolio.  The
portion of the  accumulation  value in any  sub-account may increase or decrease
depending on investment performance in the underlying portfolio.

TELEPHONE  ACCESS  PRIVILEGE is an option to transfer  amounts  between or among
investment  options,  change  your  premium  allocation  or  request  a loan  by
telephone (within limits). The telephone access privilege will apply, unless you
advise us in writing that you do not want this  option.  Unless you elect not to
have the option available,  you or your registered  representative  may exercise
this option. We reserve the right to discontinue this option at any time.

UNIT means a measure of interest in a sub-account.

UNIT VALUE means the value of a unit on a particular valuation date.

VALUATION  DATE is any day that the stock  market (New York Stock  Exchange)  is
open for  business.  A valuation  date ends when the stock market closes for the
day, generally at 4 p.m. Eastern Time.

1-12411101.................
PAGE 7


<PAGE>




VALUATION PERIOD is the period between the end of one valuation date and the end
of the next valuation date.

WRITTEN  REQUEST  means a signed  request in a form  satisfactory  to us that is
received at our administrative office.

OWNERSHIP  OWNER OF THE POLICY -- The owner is  entitled  to the rights  granted
under this policy  before the  insured's  death.  The insured will be the owner,
unless  someone else is named as the owner in the  application,  or otherwise in
accordance  with this  policy.  Ownership of this policy may be shared by two or
more  persons.  If one such person is an  individual  other than the insured and
dies before the  insured,  the rights of that person  belong to the  executor or
administrator of his or her estate unless otherwise  provided in the policy.  If
the owner is a  partnership,  the rights belong to the  partnership as it exists
when a right is exercised.

EXERCISING  POLICY  RIGHTS -- If ownership of this policy is shared by more than
one person,  all such  persons  must sign each  written  request to exercise any
right under this policy.  The telephone access privilege may be exercised by any
one person who shares ownership, or by your registered representative.

HOW TO CHANGE THE OWNER -- You may change the owner  while the insured is living
by  notifying us in a form and manner  acceptable  to us. The change will not be
effective until we record it at our  administrative  office. The written consent
of any irrevocable beneficiaries will be required.

ASSIGNMENT  OF THE  POLICY -- We are not  responsible  for the  adequacy  of any
assignment.  However, if you file the assignment with us and we record it at our
administrative  office, your rights and those of any revocable  beneficiary will
be subject to it. The written consent of any irrevocable  beneficiaries  will be
required.

THE BENEFICIARY WHO RECEIVES THE DEATH BENEFIT -- If the insured dies while this
policy  is in force,  we will pay the  death  benefit  to the  beneficiary.  The
beneficiary is as designated in the  application,  unless changed as shown under
"How to Change a Beneficiary"  below.  If the  beneficiary is a partnership,  we
will pay the death  benefit to the  partnership  as it exists  when the  insured
dies.

PROTECTION  OF THE DEATH  BENEFIT -- To the extent  permitted  by law,  no death
benefit will be subject to the claims of the  beneficiary's  creditors or to any
legal process against the beneficiary.

IF THE  BENEFICIARY  DIES -- If any  beneficiary  dies before the insured,  that
beneficiary's interest in the death benefit will end. If any beneficiary dies at
the same  time as the  insured,  or  within  30 days  after  the  insured,  that
beneficiary's  interest in the death  benefit will end if no benefits  have been
paid to that beneficiary.  If the interests of all designated beneficiaries have
ended when the insured  dies,  we will pay the death  benefit to you. If you are
not living at that time, we will pay the death benefit to your estate.

HOW TO CHANGE A BENEFICIARY -- You may change the designated  beneficiary  while
the insured is living by sending a written  notice to us. The change will not be
effective until we record it at our administrative  office.  Even if the insured
is not living when we record the  change,  the change will take effect as of the
date it was  signed.  However,  any  benefits we pay before we record the change
will not be subject to the change. An irrevocable beneficiary may not be changed
without the written consent of that beneficiary.

1-12411101        .........
           PAGE 8


<PAGE>


PAYMENT OF THE DEATH  BENEFIT  DEATH  BENEFIT -- The amount of the death benefit
may be  affected  by other  provisions  of this  policy  such as  Policy  Loans,
Misstatement of Age or Sex and Partial Surrenders.

DEATH BENEFIT OPTION -- The death benefit before the policy anniversary  nearest
age 100 will be based on whether you have chosen Option 1, Option 2 or Option 3,
as shown in the Policy Data. If you do not choose an option in the  application,
Option 1 will automatically take effect. Prior to the policy anniversary nearest
age 100, the death benefit is defined as follows:

OPTION 1: The death benefit will be the greatest of:

a. the total of the face amount of the base policy and each layer on the date of
the insured's death;

b. the death benefit factor multiplied by the policy's accumulation value on the
date of the insured's death; or

c. the amount  required for the policy to qualify as a life  insurance  contract
under Section 7702 of the Internal Revenue Code.

OPTION 2: The death benefit will be the greatest of:

a. the total of the face amount of the base policy and each layer on the date of
the  insured's  death plus the  policy's  accumulation  value on the date of the
insured's death;

b. the death benefit factor multiplied by the policy's accumulation value on the
date of the insured's death; or

c. the amount  required for the policy to qualify as a life  insurance  contract
under Section 7702 of the Internal Revenue Code.

OPTION 3: The death benefit will be the greatest of:

a. the total of the face amount of the base policy and each layer on the date of
the insured's death plus the excess,  if any, of all gross premium payments over
the sum of any partial  surrenders,  surrender  penalty free withdrawals  and/or
premium refunds on the date of the insured's death;

b. the death benefit factor multiplied by the policy's accumulation value on the
date of the insured's death; or

c. the amount  required for the policy to qualify as a life  insurance  contract
under Section 7702 of the Internal Revenue Code.

Beginning with the policy anniversary nearest age 100, the death benefit will be
the greater of:

1. the death benefit factor multiplied by the policy's  accumulation value as of
the date of the insured's death; or

2. the amount  required for the policy to qualify as a life  insurance  contract
under Section 7702 of the Internal Revenue Code.







1-12411101 .........  PAGE 9

The death  benefit  factors are shown in the table of Death  Benefit  Factors on
pages  32 and 33.  The  applicable  death  benefit  factor  will be based on the
insured's  age as of the last  policy  anniversary,  and on the  number  of full
policy years that have elapsed since the date of issue.

If the date of the insured's death is not a day that the New York Stock Exchange
is open for business,  any death benefit based on the accumulation value will be
determined by using the accumulation value as of the next valuation date.

We will reduce the death benefit by any existing policy loans and by the portion
of any grace period premium payment  necessary to provide  insurance to the date
of the insured's death.

This policy is intended to qualify  under  Section 7702 of the Internal  Revenue
Code as a life  insurance  contract for federal tax purposes.  The death benefit
under this policy is intended to qualify for the federal  income tax  exclusion.
The  provisions of this policy  (including any riders or  endorsements)  will be
interpreted to ensure  qualification of this policy as a life insurance contract
for federal tax purposes, regardless of any language to the contrary.

To the extent that the death benefit is increased to maintain qualification as a
life  insurance  policy,  we will make  appropriate  adjustments  to any monthly
deductions or supplemental  benefits  (retroactively and prospectively) that are
consistent with such an increase.  Retroactive  adjustments may be deducted from
the  accumulation  value or may be made by right of  setoff  against  any  death
benefits  payable.  Prospective  adjustments  will be  reflected  in the monthly
deduction.

PROOF OF DEATH -- Any death benefit  payable because of the death of the insured
will be paid when we receive  due proof of the death of the  insured  while this
policy was in force.  We will send  appropriate  forms to the  beneficiary  upon
request.  Any of our agents will help the beneficiary fill out the forms without
charge.

TRANSFERS  AFTER THE INSURED'S DEATH -- After we receive notice of the insured's
death, we may:

1.  transfer any portion of the  accumulation  value in any  sub-account  to our
general account; and

2. not allow any portion of the accumulation  value to be transferred into or to
remain in any sub-account.

PREMIUMS  PREMIUM PAYMENTS -- This policy will not be in force until you pay the
minimum  initial  premium shown in the Policy Data.  Subsequent  premiums may be
sent to our  administrative  office  or you may  deliver  them  to an  agent  we
authorize. We will give you a receipt if you ask for one.

Subject to the Required  Premiums  provision  below, you may pay premiums at any
time prior to the policy  anniversary  nearest age 100.  Each premium must be at
least $25 and may not exceed  the limits  described  in the  Premium  Limitation
provision below.

At the policy  anniversary  nearest age 100,  billing  will cease and no further
premium payments will be accepted.

1-12411101        .........
           PAGE 10



<PAGE>


REQUIRED  PREMIUMS  -- By the  end of each  policy  or  layer  year  during  any
applicable  required  premium  period,  the total gross  premiums  paid for this
policy, less the amount of any premium refunds, partial surrenders and surrender
penalty free withdrawals,  must equal or exceed the cumulative required premiums
for the base policy and all layers,  or this policy will enter the grace period.
On any applicable policy or layer anniversary,  the cumulative  required premium
for the base policy or any layer, respectively,  is equal to A times B, adjusted
for any decreases in the face amount, where:

A is the required premium for the base policy or layer; and

B is the number of full years that have elapsed in the required  premium  period
for the base policy or layer.

You may pay all or any part of the required premiums at any time before they are
due.

LAYER ALLOCATION -- Net premiums will be allocated among the base policy and any
layers as follows:

1. The net premium will first be applied to any  required  premiums not yet paid
that are due by the end of the current policy or layer year.  Amounts so applied
will be allocated in proportion  to such required  premiums not yet paid for the
base policy and each layer.

2. Any remaining  net premium will next be applied to any required  premiums not
yet paid for future policy and layer years. Amounts so applied will be allocated
in proportion to the amounts  required to meet the future required  premiums for
the base policy and each layer.

3. The  remainder,  if any,  will be  allocated  in  proportion  to the required
premium most recently in effect for the base policy and each layer.

PREMIUM  LIMITATION  -- We reserve the right to refund any  unscheduled  premium
during a particular policy year if the total premium paid:

1.  increases  the  difference  between the death  benefit and the  accumulation
value; and

2. is more than 1% of the  policy's  face  amount and more than three  times the
total of the monthly deductions for the last year.

We also reserve the right to refund any unscheduled premiums that exceed $25,000
in any  12-month  period.  We will not refund any amount if doing so would cause
this policy to enter the grace period  before the next  anniversary.  The amount
refundable will not exceed the net cash value of this policy.

If we believe any portion of a premium  payment  will cause a policy to become a
Modified  Endowment  Contract  (MEC) under the tax laws, we will not accept that
portion of the premium  payment and will  immediately  notify the owner. We will
refund the excess  portion when the premium  payment check has had time to clear
the banking system (but in no case more than two weeks after receipt), except in
the following circumstances:

1. The premium  payment  would no longer  cause the policy to become a MEC as of
the date the refund is to be made; or

2. We receive a signed  acknowledgement  from the owner prior to the refund date
instructing us to process the premium notwithstanding the tax issues involved.

                           1-12411101 ......... PAGE
11


<PAGE>




In the above cases,  we will treat the excess premium as having been received on
the date the excess  premium would no longer create a MEC or the date we receive
the signed  acknowledgment.  We will then process it accordingly.  The owner may
submit a written  authorization to us with the premium payment instructing us to
apply the premium to the policy even though  applying  that premium  would cause
the policy to become a MEC. In that event, we will treat such  authorization  as
the signed  acknowledgment  noted  above and will  credit the net premium to the
policy according to our regular premium allocation rules.

CONTINUATION OF INSURANCE -- If you stop paying premiums,  we will continue this
policy  at the face  amount  then in  effect  and with any  additional  benefits
provided by rider, subject to the grace period and any premium requirements that
may be in effect.  See the Premiums and the Monthly  Deductions  provisions  for
further explanation.

GRACE PERIOD -- During any required  premium period,  a grace period is a period
of 61 days beginning on:

1. a policy or layer  anniversary on which the cumulative  required  premiums as
specified in the Required Premiums provision have not been paid; or

2. a monthly policy date when the policy's accumulation value minus any existing
loan is less than the total monthly deductions due.

After all required premium periods and prior to the policy  anniversary  nearest
age 100, a grace  period is a period of 61 days  beginning  on a monthly  policy
date when the policy's  accumulation  value minus any existing loan is less than
the total monthly deductions due.

After the policy  anniversary  nearest age 100, a grace period is a period of 61
days  beginning on a policy  anniversary  on which any loan interest due has not
been paid in cash, and the policy's  accumulation  value minus any existing loan
is less than the loan interest due.

If this policy  enters the grace  period,  we will let you know by sending you a
notice.  The notice  will tell you the amount you must pay to keep the policy in
force.  You must pay this amount before the grace period ends. If you do not pay
enough,  this policy  will lapse at the end of the 61 days.  If there is any net
cash value  remaining  at the end of the grace  period,  we will apply it to the
nonforfeiture option. (See Nonforfeiture Option provision.)

During the grace period,  we will not charge  interest on the amount due. If the
insured  dies during the grace period and before you pay the amount due, we will
subtract from the death benefit the amount required to provide  insurance to the
date the insured died.

PREMIUM  QUALIFICATION  CREDIT  -- At the end of each  policy  year  during  the
required  premium  period of the base  policy,  if you have paid the  cumulative
required  premiums for the base policy as  described  in the  Required  Premiums
provision,  we will add a premium qualification credit to the accumulation value
of the base  policy.  The  credit  will be a  percentage  of the  base  policy's
required premium as shown in the Policy Data.

At the end of each layer year during the required  premium period of each layer,
if you have paid the cumulative  required premiums for the layer as described in
the Required Premiums provision,  we will add a premium  qualification credit to
the  accumulation  value of that layer.  The credit will be a percentage  of the
layer's required premium as shown in the Policy Data.

1-12411101        .........
          PAGE 12


<PAGE>


The premium qualification credit will be allocated among your investment options
according to the most recent premium  allocation  election we have received from
you. We will  allocate the premium  qualification  credit on the policy or layer
anniversary if that day is a valuation date. If the policy or layer  anniversary
is not a valuation  date, we will allocate the premium  qualification  credit on
the next valuation date.

REINSTATEMENT -- If this policy lapses, it may be reinstated provided it was not
surrendered. To reinstate the policy, you must meet the following conditions:

1. You must request  reinstatement  in writing within three years after the date
of lapse and before the policy anniversary nearest age 100.

2. The insured must provide evidence of insurability satisfactory to us.

3. If any loans  existed  when the policy  lapsed,  you must repay or  reinstate
them, with interest. Interest will be compounded annually from the date of lapse
at the loan  reinstatement  interest rate of 6.25% (5.88% in advance).  Any loan
interest  due  after  the  effective  date of the  reinstatement  will be at the
effective annual rate for the policy year during which the interest is due.

4. The  reinstated  policy  will be subject to the minimum  premium  requirement
during the required premium period.  (See the Premium  Payments  provision.) Any
increase  in the face  amount of the base  policy  will also be  subject  to the
minimum premium  requirement  during the layer's required  premium period.  This
means that the  required  premium  period will be  calculated  from the original
policy date or original layer date. It will not start anew.

If the policy lapsed during any required premium period,  you must pay a premium
large  enough  to  meet  any  minimum   premium   requirement  at  the  time  of
reinstatement,  with  interest.  Interest  will be  compounded  annually  at the
reinstatement interest rate shown in the Policy Data.

If the policy lapsed after any required  premium period,  you must pay a premium
large  enough to cover two  monthly  deductions  due when the policy  lapsed and
three  monthly  deductions  due  when  the  policy  is  reinstated.  The  amount
equivalent to the two monthly deductions due when the policy lapsed will be used
to reimburse us for the insurance provided during the grace period.

5. You must  repay any net cash  value  given to you at the time of lapse,  with
interest.  Interest will be compounded  annually at the  reinstatement  interest
rate shown in the Policy Data.

6. Surrender  penalty  periods in the reinstated  policy will be calculated from
the original policy and layer dates, as applicable.

The effective date of a reinstatement  will be the date we approve your request.
We will  resume  taking  monthly  deductions  for the  policy as of the  nearest
monthly  policy  date.  If a person  other  than the  insured  is covered by any
attached rider, that person's coverage may be reinstated under the reinstatement
terms of that rider.

The accumulation  value of the reinstated  policy will be: any surrender penalty
assessed  at the time of lapse;  plus any net cash value we paid you at the time
of lapse;  plus any loan repaid or  reinstated;  plus any net premium you pay at
reinstatement; minus any monthly deductions due at the time of lapse.

1-12411101
                PAGE 13

We will  allocate  any loan repaid and any net premium you pay at  reinstatement
according to the most recent premium  allocation  election we have received from
you. We will restore any  surrender  penalty  assessed at the time of lapse.  We
will allocate any restored surrender penalty and any net cash value you repay at
reinstatement  between the base policy and any layers in the same  proportion as
these amounts were deducted at the time of lapse. We will then allocate the base
policy and layer amounts among your investment options in the same proportion as
these amounts were deducted at the time of lapse.

We will  allocate the amount you pay within one  valuation  date after the later
of:

1. the valuation date that we approve the reinstatement; or

2. the  valuation  date  that we  receive  the  required  premium  and any other
payments.



<PAGE>


PREMIUM  ALLOCATION  PREMIUM  ALLOCATION  ELECTION -- You may allocate  your net
premiums among the  investment  options we make available from time to time. The
premium  allocation  percentages  you  elect  must be whole  numbers.  The total
allocation to all elected  investment  options must equal 100%. We may limit the
number of investment  options to which you may allocate  your net premiums.  The
premium  allocation  percentages you elect on the application  will apply to all
premiums  we  receive,  unless you change your  premium  allocation  election as
provided in the Premium Allocation  Changes  provision.  Your premium allocation
election applies to the base policy and all layers.

INITIAL  PREMIUM -- The initial net premium  accepted  under this policy will be
allocated  to this  policy no later  than the  second  valuation  date that next
follows the latest of:

1. The date we approve the issuance of this policy.

2. The date we receive the premium.

3. The policy date.

4. The date we approve  the last  delivery  requirement  returned  to us, if the
policy was issued with delivery requirements.

SUBSEQUENT PREMIUMS -- We will allocate net premiums on the day we receive them.
If the date that we receive a premium is not a valuation  date, we will allocate
the net premium on the next valuation date.

CREDITING  OF NET  PREMIUMS  AND  REALLOCATION  DATE  -- If any net  premium  is
credited  under this policy prior to the  reallocation  date shown in the Policy
Data, any amounts you elected to allocate to the separate account will initially
be allocated solely to the money market  sub-account.  On the reallocation date,
we will  reallocate  the portion of the  accumulation  value in the money market
sub-account among the sub-accounts  that you elected in the application  (unless
you  change  your  premium  allocation  election  as  provided  in  the  Premium
Allocation Changes provision). If the reallocation date is not a valuation date,
we will make the reallocation on the next valuation date.

We will  allocate  any net  premium  credited  to this  policy  on or after  the
reallocation  date  directly to the fixed account or the  sub-accounts  you have
elected.

1-12411101
         PAGE 14


<PAGE>


PREMIUM ALLOCATION CHANGES -- You may change your premium allocation at any time
by  sending  us a  written  request  or  by  exercising  your  telephone  access
privilege.  Any premium  allocation change will apply to all premiums we receive
on or after the  effective  date of the change,  unless you change your  premium
allocation  election again. Any premium allocation change will be subject to the
limitations in the Premium Allocation Election  provision.  We reserve the right
to charge a fee up to $25 for each premium allocation change. We will deduct any
such fee from the accumulation value of the base policy on a pro-rata basis.

        SEPARATE ACCOUNT


<PAGE>


You may allocate any portion of your net premiums to the separate account.

The assets of the separate  account are our  property,  but they are  segregated
from our  other  assets.  Income  (if any) and  gains and  losses  (realized  or
unrealized)  from assets in the separate  account will be credited to or charged
against the amounts  allocated to the  separate  account  without  regard to our
other income,  gains or losses.  Assets equal to the liabilities of the separate
account will not be charged with  liabilities  arising out of any other business
we may conduct.

Any amount  allocated to the separate  account for state or federal income taxes
may be deducted from the separate account.

The separate account is divided into various  sub-accounts.  Each  sub-account's
assets are invested in shares of a corresponding portfolio.

We reserve the right to change the name and investments of the separate  account
and/or any of its sub-accounts.

We  will  allocate  net  premiums,   transfers   and  any   applicable   premium
qualification credit to purchase units in the sub-accounts you have elected. All
net  premiums  will be  allocated  in  accordance  with the  Premium  Allocation
provisions.

This  policy  will be  credited  with a  number  of units  equal to the  amounts
allocated to a  sub-account  divided by the value of the  applicable  unit.  The
value  of the  applicable  unit  will be  determined  on the day the  amount  is
allocated to the sub-account.

The number of units in a sub-account will remain fixed unless:

1.  increased  by a net  premium,  premium  qualification  credit or a  transfer
allocated to the sub-account; or

2. reduced because of a partial  surrender,  surrender  penalty free withdrawal,
surrender  penalty,  monthly  deduction,  policy loan,  or other charges or fees
allocated to the sub-account, or because of a transfer from the sub-account; or

3. changed by a subsequent split of a unit value.

Any transaction  described in 2. will result in the  cancellation of a number of
units that are equal in value to the amount of the transaction.

On each  valuation  date,  we will  value  the  assets of each  sub-account  and
determine the value of each unit.

1-12411101
                PAGE 15

The unit values for all  sub-accounts  except the money market  sub-account were
initially  set at $10.00.  The unit value for the money market  sub-account  was
initially  set at $1.00.  The unit  value for a  sub-account  on any  subsequent
valuation date is equal to ((A times B) minus C) divided by D, where:

A is the number of shares  held in the  underlying  portfolio  at the end of the
valuation date;

B is the net asset value (NAV) per share of the  underlying  portfolio as of the
end of the  valuation  date,  plus the per share amount of any capital  gains or
dividends declared on that valuation date;

C is a charge for each day in the  valuation  period  equal to the net assets of
the sub-account multiplied by the daily mortality and expense risk factor; and

D is the number of units outstanding at the close of the prior valuation date.

The unit value may increase or decrease from one valuation date to the next. You
bear this  investment  risk. We reserve the right to change the method we use to
determine the unit value, subject to any required regulatory approvals.

ADDITION,  DELETION OR  SUBSTITUTION  OF  INVESTMENTS -- We reserve the right to
add,  delete or substitute the shares of a portfolio  that the separate  account
holds or may buy.  We also  reserve  the right to  eliminate  the  shares of any
portfolio.

We may make any  substitutions  or changes  that we  believe  are  necessary  or
appropriate.  If we think it is in the best interests of our policy  owners,  we
may operate the separate  account as a management  company under the  Investment
Company Act of 1940, or we may  de-register it under that act if registration is
no longer required.  We may also combine it with other separate accounts that we
may have.

We reserve the right to establish other  sub-accounts and to make them available
to any class or series of policies that we deem appropriate.  The assets of each
new sub-account will be invested in a new investment company or in the shares of
another open-end  investment  company. We also reserve the right to eliminate or
combine existing  sub-accounts and to transfer assets among  sub-accounts,  when
allowed by law.

FEDERAL  TAXES -- If we have to pay federal  taxes on the separate  account,  we
reserve the right to charge a  proportionate  share of such taxes  against  this
policy.  We may reflect the amount of such charge in the calculation of the unit
values.

SPLITTING  OF UNITS -- We  reserve  the right to split the value of a unit.  Any
splitting of units will not have any material effect on this policy's benefits.

FIXED ACCOUNT FIXED ACCOUNT -- You may allocate any portion of your net premiums
to the fixed  account.  The fixed  account is part of our general  account.  Our
general account  consists of all assets that we own except those in the separate
account and other  separate  accounts we may have.  Except as limited by law, we
have sole control over investment of the assets in our general account.  You may
allocate  net  premiums to the fixed  account  and  transfer  funds  between the
separate account and the fixed account (subject to the Transfers provisions).









1-12411101
       PAGE 16


<PAGE>


FIXED  ACCOUNT  INTEREST  RATES -- The net  premium you elect to allocate to the
fixed account will accrue  interest from the valuation date on which we allocate
it to the fixed  account,  as  described  in the Premium  Allocation  provision.
Interest is credited monthly on each monthly policy date. The guaranteed minimum
interest  rate for all policy years is shown in the Policy Data.  We may declare
an interest rate that is higher than the guaranteed minimum interest rate at any
time prior to the policy  anniversary  nearest age 100. We will never declare an
interest rate that is lower than the  guaranteed  minimum  interest rate. We may
change the declared  interest rate at any time without notice.  Beginning on the
policy anniversary  nearest age 100, the accumulation value of the fixed account
will accrue interest at the guaranteed minimum interest rate.

      ACCUMULATION VALUES The base policy and each layer have separate
accumulation values.

The accumulation value of the base policy at the time the initial net premium is
accepted under this policy is equal to:

1. the initial net premium;

minus 2. the monthly deduction(s) that start on the policy date.

The accumulation value of the base policy or a layer on any specified date after
the date the initial net premium is  allocated to the policy is equal to the sum
of the  accumulation  values  in the  separate  account  and the  fixed  account
(including the loan account) for the base policy or layer on that date.

SEPARATE ACCOUNT -- For the base policy and each layer,  the accumulation  value
in the  separate  account on any date after the date the initial net premium was
allocated  to the policy is equal to the sum of the values in each  sub-account.
The value in a sub-account  is the number of units in that  sub-account  for the
policy  multiplied  by the unit  value  for that  sub-account  at the end of the
valuation date for which the accumulation value is being determined.  The number
of units in a sub-account is equal to:

1. the number of units purchased by the net premium initially  allocated to that
sub-account;

plus 2. the number of units  purchased by subsequent  net premiums  allocated to
that sub-account;

plus 3. the number of units purchased by any transfers to that  sub-account from
one or  more  other  sub-accounts  or the  fixed  account  (including  the  loan
account);

plus 4. the  number  of units  purchased  by any  premium  qualification  credit
allocated to the sub-account;

minus 5. the  number  of units  redeemed  from the  sub-account  due to  monthly
deductions allocated to that sub-account;

minus 6. the number of units redeemed from that  sub-account  due to any partial
surrenders, surrender penalties and surrender penalty free withdrawals allocated
to that sub-account;

minus  7.  the  number  of  units  redeemed  from  that  sub-account  that  were
transferred  out of that  sub-account to one or more other  sub-accounts  or the
fixed account (including the loan account);



1-12411101
PAGE 17

minus 8. the  number  of units  redeemed  from  that  sub-account  to cover  any
transfer fees or other charges or fees that were allocated to that sub-account;

minus 9. the number of units redeemed from that sub-account due to any refund of
premium allocated to that sub-account.

FIXED ACCOUNT -- For the base policy and each layer, the  accumulation  value in
the fixed account  (including  the loan  account) on a specified  date after the
date the initial net premium was allocated to to the policy is equal to:

1. the accumulation value on the last monthly policy date, plus accrued interest
from the last monthly policy date to the specified date;

plus 2. any premium  qualification  credit  amount  deposited  to it on the last
monthly policy date, plus accrued interest on that amount;

plus 3. all net premiums  paid into it, less any refunds  since the last monthly
policy date,  plus accrued  interest from the date each net premium is allocated
to it;

plus 4. any amounts transferred from the separate account, plus accrued interest
on those amounts since the date of the transfer;

minus 5. the monthly  deduction  charged  against it on the last monthly  policy
date, plus accrued interest on that amount;

minus 6. any partial  surrenders and surrender penalty free withdrawals  charged
against it, including surrender  penalties,  since the last monthly policy date,
plus  accrued  interest on that amount from each partial  surrender  date and/or
surrender penalty free withdrawal date to the specified date;

minus 7. any amounts transferred from the fixed account to the separate account,
plus accrued interest on those amounts since the date of the transfer;

minus 8. any  transfer  fees or other  charges  or fees  allocated  to the fixed
account, plus accrued interest on those amounts since the date of the deduction.

TRANSFERS At any time after the end of the  free-look  period,  you may transfer
amounts  between or among the investment  options  available  under this policy.
Each  transfer  will be subject to our transfer  rules in effect at the time the
transfer is made. We may set rules specifying, among other things:

1. the minimum and maximum amounts you may transfer; and

2. how frequently you may make transfers.

Different rules may apply to different investment options.

If you  choose to make a  transfer,  you must  request  it in a form and  manner
acceptable  to us. You may  request a transfer  by using your  telephone  access
privilege.

We will make the  transfer on the day we receive your  transfer  request in good
order.  If that day is not a valuation  date,  we will make the  transfer on the
next valuation date.

We may also  establish  procedures  that will  allow you to  schedule  automatic
transfers.  If we do so,  the  procedures  will  be  described  in  the  current
prospectus for this policy.

1-12411101
         PAGE 18


<PAGE>


LAYER ALLOCATION -- You may not transfer any portion of the  accumulation  value
among the base policy and layers.

TRANSFER  FEE -- You will not be charged for the first  eighteen  transfers  you
make during a policy year.  If you make more than  eighteen  transfers  during a
policy  year,  we may charge  you up to $25 for each  additional  transfer.  Any
transfer  fee will be deducted  from the amount that you are  transferring.  The
transfer  fee will be  allocated  between  or among the  investment  options  in
proportion to A divided by B, where:

A is the amount transferred from an investment option; and

B is the total amount transferred from all investment options.

The following do not count toward the first eighteen  transfers  during a policy
year, and will not be charged a transfer fee:

1. Transfers made on the reallocation date from the money market  sub-account to
other sub-accounts.

2. Transfers to or from the loan account.

3. Transfers under any automatic transfer option.

4. Transfers we may make after we receive notice of the insured's death.

5. Transfers due to a material change in investment policy.

      MONTHLY DEDUCTIONS The monthly deduction for the base policy is equal to:

1. the  monthly  deduction  rate for the base  policy,  times  .001,  times  the
difference  between  the death  benefit and the  accumulation  value of the base
policy on the applicable monthly policy date;

plus 2. the monthly deduction for any riders;

plus 3. the policy fee;

plus 4. the monthly expense charge per thousand for the base policy, times .001,
times the face amount of the base policy.

The monthly deduction for each layer is equal to:

1. the monthly  deduction rate for the layer,  times .001,  times the difference
between  the  death  benefit  and the  accumulation  value  of the  layer on the
applicable monthly policy date;

plus 2. the monthly expense charge per thousand for the layer, times .001, times
the face amount of the layer.

MONTHLY  DEDUCTION RATES -- We will determine the monthly deduction rate for the
base policy and each layer on each monthly policy date.

The monthly deduction rate for the base policy will depend on the face amount of
the base policy,  the insured's sex, the insured's  smoker or nonsmoker  status,
the insured's  class of risk as of the policy date, the number of years that the
policy has been in force and the insured's age as of the policy date.

1-12411101
                PAGE 19

A table of guaranteed  maximum  monthly  deduction  rates for the base policy is
shown in the Policy Data. We may use rates lower than these  guaranteed  maximum
monthly deduction rates. We will never use higher rates.

The  monthly  deduction  rate for a layer will  depend on the face amount of the
policy,  the  insured's  sex,  the  insured's  smoker or nonsmoker  status,  the
insured's class of risk as of the layer date, the number of years that layer has
been in force and the insured's age as of the layer date.

A table of guaranteed  maximum monthly deduction rates for a layer will be shown
in  supplemental  Policy Data pages that we will issue on its layer date. We may
use rates lower than these guaranteed  maximum monthly  deduction rates. We will
never use higher rates.

Any change in the monthly  deduction rates will be prospective and will be based
on our  expectations  as to future cost factors.  Such cost factors may include,
but are not limited  to,  mortality,  expenses,  interest,  persistency  and any
applicable federal, state and local taxes.

GUARANTEED MAXIMUM MONTHLY EXPENSE CHARGE PER THOUSAND -- The guaranteed maximum
monthly  expense charges per thousand for the base policy and for each layer are
shown in the Policy  Data.  We may use an expense  charge that is lower than the
guaranteed maximum monthly expense charge per thousand. We will never use higher
expense charges.

ALLOCATION OF MONTHLY DEDUCTION -- On each monthly policy date, we will take the
monthly  deduction  for that policy month.  If the monthly  policy date is not a
valuation  date, we will take the monthly  deduction on the next valuation date.
The monthly  deduction for the base policy and for each layer will be taken from
the applicable  accumulation  value. If the monthly deduction amount for a layer
exceeds  the layer's  accumulation  value minus any  existing  loan,  the excess
portion of the  monthly  deduction  for the layer  will be taken  first from the
accumulation  value of the most recently added layers,  in order,  and then from
the accumulation  value of the base policy.  The amount of the monthly deduction
taken from the  accumulation  value of the base  policy  and any layers  will be
deducted  from your  investment  options  within  the base  policy or layer on a
pro-rata basis.

CASH VALUE You may borrow any portion of the net cash value,  or take part of it
or all  of it as a  partial  or  full  surrender  of the  policy.  All of  these
transactions  are  described  in  this  section.  The  written  consent  of  any
irrevocable beneficiaries will be required.

POLICY  LOANS -- We will  process a loan on the day we receive your loan request
in good order.  If that day is not a valuation date, we will process the loan on
the next  valuation  date. The following  terms and  conditions  apply to policy
loans:

1. The maximum loan amount is the policy's  accumulation value as of the date of
the loan request, minus the sum of:

a. any existing policy loan(s);

b. interest on the amount of the loan to the end of the policy year; and

c. the  surrender  penalty  that would be assessed  for a full  surrender of the
policy  or, if  greater,  two  monthly  deductions  for the base  policy and all
layers.


We will  calculate the maximum loan amount for the base policy and each layer in
a similar manner.

1-12411101
PAGE 20

2. Interest on loans is due in advance each year on the policy anniversary.  The
annual effective loan interest rate is shown in the Policy Data.

We may charge lower  interest  rates than the rates shown.  We will never charge
higher  interest  rates.  If you do not pay the interest when it is due, we will
add the amount of the interest to the loan. (See number 5. below).

3. If the  insured  dies,  we will  deduct the  outstanding  loan from the death
benefit before we pay the death benefit to the beneficiary.

4. We will allocate the net loan amount to the base policy and any layers in the
same  proportion that the maximum loan amount for each bears to the total of the
maximum loan amounts for the base policy and all layers. We will then deduct the
allocated  amount  from the base  policy's  or layer's  investment  options on a
pro-rata basis,  unless you specify,  in a form and manner acceptable to us, the
investment  options to which you want to allocate the net loan  amount.  We will
transfer the net loan amount to the loan account.

5. We will  allocate the loan  interest to the base policy and any layers in the
same  proportion  that  the  outstanding  loan  amount  for  each  bears  to the
outstanding loan amount for the policy. We will then deduct the allocated amount
from the base policy's or layer's  investment  options on a pro-rata  basis.  We
will  transfer the loan  interest to the loan  account.  The loan  interest will
become part of the loan.

LOAN  REPAYMENT  -- You may repay any part of any  outstanding  loan at any time
while the insured is living.  We will allocate the loan  repayment on the day we
receive it. If that day is not a valuation date, we will allocate it on the next
valuation date.

If you wish to make a loan repayment, you must tell us that the payment you send
us is for  that  purpose.  Unless  your  payment  is  clearly  marked  as a loan
repayment,  we will assume it is a premium  payment (unless it is received after
the policy  anniversary  nearest age 100). When we receive a loan repayment,  we
will apply it to the  outstanding  loan.  The loan  repayment  will be allocated
first to the most recent portion of the  outstanding  loan, and then to the next
most recent  portions in order.  For each such portion of the loan being repaid,
the loan  repayment is first  allocated to the portion of the loan amount in the
base  policy,  and then  successively  to any layers in the order of their layer
dates.  After we have allocated the loan repayment among the base policy and any
layers,  we will allocate those amounts to your investment  options according to
the  allocation  percentages  provided  in the most  recent  premium  allocation
election we have received from you.

Your policy will not automatically lapse if you do not repay a loan. However, it
will  enter the grace  period if the  accumulation  value  less any loans is not
large enough to cover the monthly  deduction  due and any loan  interest due not
paid in cash.

LOAN  INTEREST  --  Each  year,  we  will  calculate  the  interest  due  on any
outstanding  loans and add it to the loan  balance.  Interest on loans is due in
advance  at the rate  specified  in the  Policy  Data.  We will  deduct the loan
interest from your investment options on a pro-rata basis, and then transfer the
loan interest to the loan account. The loan interest deduction and transfer will
be effective on the policy  anniversary if that day is a valuation  date. If the
policy  anniversary  is not a valuation  date,  the loan interest  deduction and
transfer will be effective on the next valuation  date. You may choose to pay an
amount equal to the loan interest due in cash.  Any amount paid will be credited
to the loan balance outstanding at the time it is received.

1-12411101
PAGE 21


<PAGE>


PARTIAL SURRENDER -- At any time after the end of the free-look period,  you may
surrender  a portion of this  policy's  value by  sending us a written  request,
subject to the limitations  described below. We will deduct the surrender amount
and any surrender penalty from the policy's  accumulation  value and allocate it
among your  investment  options on the day we receive your surrender  request in
good order.  If that day is not a valuation  date,  we will deduct the surrender
amount  and any  surrender  penalty  from your  investment  options  on the next
valuation date.

In any policy year, the maximum amount that you may receive by partial surrender
is:

1. the accumulation value of the policy;

minus 2. any existing policy loan(s);

minus 3. The sum of 3 times the most recent monthly deductions;

minus 4. the greater of $25 or the surrender penalty that would apply for a full
surrender of this policy.

If you request a partial  surrender larger than the maximum  described above, we
will treat it as a request for a full surrender of the policy.

We will calculate the maximum partial  surrender  amount for the base policy and
each layer in a similar manner.

We will  allocate  the  partial  surrender  among the base policy and any layers
based on the proportion that the maximum partial surrender amount for each bears
to the total of the maximum  partial  surrender  amounts for the base policy and
all layers.  The amounts so  allocated  will be deducted  from the  accumulation
value of the base policy or layer.

During  the  first 10  policy or layer  years or until  the  policy  anniversary
nearest  age 100  (whichever  is the  shorter  time  period),  we will  assess a
surrender  penalty on any  partial  surrender  amount  that  exceeds  the amount
eligible for a surrender penalty free withdrawal as described below. This excess
will be  attributed  first to the most recent  layer,  if any. To the extent the
excess is greater than the face amount of the most recent  layer,  the remainder
will be attributed  to the next most recent  layers,  in order,  and then to the
base policy.

For each layer where the amount attributed equals the face amount, the surrender
penalty  will be equal to A times B divided by C, below.  For the base policy or
layer to which any lesser amount is  attributed,  the surrender  penalty will be
equal to A times B divided by D,  below,  but not more than A times B divided by
C. For purposes of these calculations:

A is the amount of the excess attributed to the base policy or layer;

B is the  surrender  penalty  factor for the current  policy or layer  year,  as
applicable;

C is 1000; and

D is 1000 minus the  surrender  penalty  factor for the current  policy or layer
year, as applicable.

The surrender penalty factors are shown in the Policy Data.  However, if the sum
of the surrender penalties for the base policy and any layers as computed by the
above formulas is less than $25, the surrender penalty will be $25.

1-12411101
          PAGE 22

After  all  surrender  penalty  periods  have  expired,  we  will  assess  a $25
transaction  fee on any surrender  amount that exceeds the amount eligible for a
surrender penalty free withdrawal as described below.

The surrender penalty will be deducted from the accumulation value of the newest
layer. If the accumulation  value of that layer is  insufficient,  the remainder
will be deducted  successively  from the next most recent layer(s) and then from
the base policy.

After we have  allocated  the surrender  amount and surrender  penalty among the
base  policy and any  layers,  we will deduct the  allocated  amounts  from your
investment options on a pro-rata basis unless you specify,  in a form and manner
acceptable  to us,  the  investment  options to which you want to  allocate  the
surrender amount.

If you chose Death Benefit  Option 1, we will also reduce the face amount of the
most recent layer by:

1. the surrender amount that exceeds the amount eligible for a surrender penalty
free withdrawal.

2. any applicable surrender penalty.

If the amount of the reduction exceeds the face amount of the most recent layer,
the excess  amount will reduce the face amount of the next most  recently  added
layers, in order, and then the face amount of the base policy.

If you chose Death Benefit  Option 3, we will also reduce the face amount of the
most recent layer by:

1. the surrender amount that exceeds the greater of:

a. the amount eligible for a surrender penalty free withdrawal; or

b. the cumulative  gross premiums paid minus the sum of all previous  surrenders
and premium refunds.

2. the  surrender  penalty on the amount that exceeds the amount  eligible for a
surrender penalty free withdrawal.

If the amount of the reduction exceeds the face amount of the most recent layer,
the excess  amount will reduce the face amount of the next most  recently  added
layers, in order, and then the face amount of the base policy.

If the new face amount would be less than our  published  minimum for this plan,
the partial surrender will not be allowed.

SURRENDER  PENALTY FREE  WITHDRAWAL -- After the first policy year, a portion of
any partial  surrender  amount larger than $100 is available  without  surrender
penalties and without  reductions in face amount.  The portion so available will
be 10%  of  the  policy's  accumulation  value,  minus  100%  of the  sum of all
surrender  penalty  free  withdrawals  since the last policy  anniversary.  This
amount may not exceed the maximum amount available as a partial  surrender under
the Partial Surrender provision.

1-12411101
PAGE 23


<PAGE>


   OPTION   TO CHANGE THE FACE DECREASING THE FACE AMOUNT -- You may request a
            decrease in the face amount of this policy AMOUNT if all the
            conditions described below are met.

1. You must make a written request to us.

2. At the request  date,  this  policy must be in force and the insured  must be
living.

3. The  decrease of the face amount of this policy may only be effective as of a
policy anniversary.

4. The amount of the reduction in face amount must be at least $25,000.

5. The new face amount may not be less than our  published  minimum  face amount
for this plan.

The decrease of the face amount of this policy may cause a change in the monthly
deduction to be charged.

LAYER  ALLOCATION  -- The decrease  will be  allocated  first to the most recent
layer,  if any. To the extent the  decrease  exceeds the face amount of the most
recent  layer,  the  additional  amount of the decrease will be allocated to the
next most recent layers in order, and then to the base policy.

SURRENDER  PENALTY -- A surrender  penalty  will result from the decrease in the
face amount to the extent the decrease is  allocated  to the base policy  during
the 10 year  surrender  penalty  period of the base policy or is  allocated to a
layer  during  the 10  year  surrender  penalty  period  for the  layer.  If the
surrender  penalty period is still in effect,  the surrender  penalty period for
the base policy and all layers ends  immediately  before the policy  anniversary
nearest age 100. We will  allocate the  surrender  penalty among the base policy
and any layers  based on the face amount of the  decrease  allocated to the base
policy  or  the  layer.  If  the  surrender  penalty  for a  layer  exceeds  the
accumulation  value  minus  any  outstanding  loan  for the  layer,  the  excess
surrender  penalty  amount will be  allocated  to the next most  recently  added
layers,  in order,  and then to the base  policy.  After we have  allocated  the
surrender  penalty  among the base  policy and any  layers,  we will  deduct the
surrender  penalty from your investment  options on a pro-rata basis on the date
the  decrease in the face amount is  effective.  If that date is not a valuation
date, we will deduct the surrender penalty amounts on the next valuation date.

The  surrender  penalty  for the  base  policy  or a layer is equal to A times B
divided by C, where:

A is the full surrender penalty for the current policy or layer year;

B is the amount of the decrease allocated to the base policy or layer; and

C is the face amount of the base policy or layer before the decrease.

If a  decrease  in face  amount  reduces a layer's  face  amount to zero but the
layer's accumulation value exceeds zero, the remaining accumulation value in the
layer will be transferred to the base policy's  accumulation  value. The amounts
in each  investment  option will be transferred  directly to the same investment
options in the base policy.

We will  issue new policy  data pages  showing  the new face  amount.  After the
decrease, the monthly deduction rates and any future surrender penalties will be
based on the new face amount of the policy.

1-12411101
        PAGE 24


<PAGE>


If the face  amount of this  policy is  decreased  during any  required  premium
period,  we will  recalculate the required premium per year for the remainder of
any required premium period based on the new face amount.

INCREASING  THE FACE  AMOUNT --  Effective  on any policy  anniversary,  you may
request an increase in the face  amount of this  policy.  This policy must be in
force on the layer date, and the insured must be alive and no older than age 80.
The following conditions will apply:

1. You must make a written request to us.

2. The amount of the increase in face amount must be at least $25,000.

3. You must submit evidence of insurability satisfactory to us.

4. The amount of the  increase  will be  contestable  and subject to the suicide
limitation for two years after the effective date of the increase.

5. The death benefit option for the layer must be the same as the base policy.

6. If the base policy has a Waiver Provision attached,  the layer must also have
a Waiver Provision (subject to our underwriting rules).

The increase in coverage will be issued as a separate  layer on this policy.  It
will have a required premium per year, beginning on the layer date. It will also
have its own surrender penalty period for 10 years, beginning on the layer date.
The  monthly  deductions  for that  layer  will be based on the face  amount and
accumulation  value of the layer,  the insured's  sex, the  insured's  smoker or
nonsmoker  status,  the  insured's  class of risk as of the  layer  date and the
insured's age as of the layer date.

We will issue new Policy Data pages showing the increased face amount. After the
increase,  the  monthly  deduction  rates for the base policy and for each layer
will be based on the new total face amount of the policy.

NONFORFEITURE  You  may  surrender  this  policy  for its net  cash  value.  The
surrender  penalty  for a full OPTION  surrender  of this policy is equal to the
surrender penalty (if any) for the base policy plus

the surrender penalty (if any) for each layer.

The  surrender  penalty  factors  are  shown in the Table of  Surrender  Penalty
Factors in the Policy  Data.  We will use the factors in the table to  determine
the surrender penalty we will apply.

To calculate the surrender penalty for the base policy,  find the factor for the
current  policy  year.  Multiply  this factor by the number of thousands of face
amount of the base policy.  This is the  surrender  penalty for the base policy.
There is no  surrender  penalty  for the base  policy  after the first 10 policy
years, or the policy anniversary nearest age 100.

To calculate the surrender  penalty for a layer, find the factor for the current
layer year.  Multiply  this factor by the number of  thousands of face amount of
that layer. This is the surrender penalty for that layer.  There is no surrender
penalty for a layer after 10 layer years, or the policy anniversary  nearest age
100.

We will  deduct  the  surrender  amount  and any  surrender  penalty  from  your
investment  options on the day we receive your surrender  request in good order.
If that day is not a valuation date, we will deduct the surrender amount and any
surrender penalty from your investment options on the next valuation date.

1-12411101
                   PAGE 25


<PAGE>


GUARANTEED BENEFIT -- Subject to the following conditions and restrictions, this
benefit  provides you EXCHANGE  OPTION with an option ("the option") to exchange
this policy for a fixed policy ("the new policy").

You may exercise this option at any time prior to the 20th policy anniversary or
the policy  anniversary  nearest age 95  (whichever  comes  first) if all of the
following conditions are met:

1. The insured is living.

2. This policy does not have any outstanding loans.

3. Monthly deductions are not being waived under a Waiver Provision rider.

The accumulation  value of this policy on the date this policy is exchanged will
be  transferred to the new policy.  If this policy  includes one or more layers,
and the new policy allows for layers,  the accumulation  value in each layer and
in the base policy will be transferred accordingly to layers and the base policy
on the new policy.

EFFECTIVE  DATE -- The  effective  date of the new policy  will be the date this
policy is  exchanged.  The policy date of the new policy will be the same as the
policy date of this policy. If the new policy allows for layers,  the layer date
for each  layer on the new  policy  will be the same as the  layer  date for the
equivalent layer on this policy.

APPLICATION  -- We must  receive  all of the  following  in order to process the
exchange:

1. A policy change  application  indicating your request to exercise this option
and your request to surrender this policy.

2. The release of any lien against or  assignment of this policy.  However,  you
may instead  submit  written  approval by the  lienholders  or  assignees of the
exchange of this policy in a form  satisfactory  to us with such other documents
as we may require.

3. This policy.

4. Payment of any amount due for the exchange, if applicable.

The application for this policy together with the policy change application will
be considered to be the application for the new policy.

NEW POLICY -- The exchange must be to an adjustable  life insurance  policy that
would have been  available  at the time you  applied  for this  policy.  The new
policy will be based on the sex,  age,  class of risk and smoking  status of the
insured as of the policy date of this  policy.  If this policy  includes  one or
more layers,  and the new policy allows for layers,  the sex, age, class of risk
and  smoking  status of the insured  under a layer will apply to the  equivalent
layer on the new policy.  The  premiums  for the new policy will be based on our
published rates in effect on the date you request the exchange.  Any Accelerated
Death  Benefit  Option   Endorsement   that  is  a  part  of  this  policy  will
automatically become a part of the new policy. Any other riders that form a part
of this  policy,  and any new riders  requested,  will  become a part of the new
policy  only if we agree to provide  them on the date of the  exchange.  The new
policy will take effect  immediately upon  termination of this policy.  Under no
circumstances  will we pay a death  benefit  under both this  policy and the new
policy.

1-12411101
PAGE 26

ASSIGNMENT  -- If there is an  assignment  on this  policy and you want to carry
over  that  assignment  to the  new  policy,  you  will  have to  execute  a new
assignment.

EXCHANGE  ADJUSTMENTS -- The minimum  initial premium for the new policy will be
equal to:

1. the cumulative  total of the required annual  premiums  applicable to the new
policy for the number of years that this policy was in force; minus

2. the total accumulation value transferred to the new policy.

If this  policy  includes  one or more  layers,  and the new  policy  allows for
layers, then the minimum initial premium for the new policy will be equal to:

1. the cumulative  total of the required annual premiums  applicable to the base
policy of the new policy  for the number of years that this  policy was in force
MINUS the total  accumulation  value  transferred  to the base policy of the new
policy from this policy's base policy; plus

2. the cumulative total of the required annual premiums applicable to each layer
on the new  policy for the  number of years  that the  applicable  layer on this
policy was in force MINUS the total accumulation value transferred to each layer
on the new policy from the applicable layer on this policy.

The  minimum  initial  premium  will be  applied  to the new  policy  as a gross
premium, subject to any administrative or other charges.

SURRENDER PENALTY PERIOD -- The period for which this policy was in effect prior
to the date of the exchange will be used to offset the surrender  penalty period
under the new policy. If this policy has one or more layers,  and the new policy
allows for layers,  then the period for which this policy was in effect prior to
the date of the  exchange  will be  determined  for the base policy and for each
layer, separately.

EVIDENCE OF INSURABILITY  -- When you exercise this option,  we will not require
evidence of insurability from the insured.

SUICIDE AND  INCONTESTABILITY  -- The period for which this policy was in effect
prior to the date of the exchange will be used to offset the time period for any
suicide exclusion and  incontestability  provision under the new policy. If this
policy has one or more layers,  and the new policy  allows for layers,  then the
period for which this  policy  was in effect  prior to the date of the  exchange
will be determined for the base policy and for each layer, separately.

OWNERSHIP  -- The owner of the new policy  will be the same as the owner of this
policy, unless otherwise provided in the policy change application. If the owner
of this  policy  will not be the owner of the new  policy,  you must  complete a
transfer of ownership form. We may also require that the owner of the new policy
provide us with evidence of insurable interest in the life of the insured.

BENEFICIARY  -- The  beneficiary  of the  new  policy  will  be the  same as the
beneficiary  of this  policy,  unless  otherwise  provided in the policy  change
application.  If the  beneficiary of this policy will not be the  beneficiary of
the new policy,  you must  complete a change of  beneficiary  form.  We may also
require that the new beneficiary  provide us with evidence of insurable interest
in the life of the insured.

                               1-12411101 PAGE 27

TERMINATION OF OPTION -- This option terminates on the earliest of:

1. The 20th policy anniversary.

2. The policy anniversary nearest age 95.

3. The date this policy is surrendered or terminated.

4. The date this policy lapses under the Grace Period provision.

MISSTATEMENT OF AGE OR SEX -- We will follow these rules:

1. If a misstatement  of the insured's age or sex is found before this option is
exercised  and this  policy's  death  benefit is  reduced as a result,  the face
amount  of the new  policy  will be based on the  adjusted  face  amount of this
policy.

2. If a  misstatement  of the insured's age or sex is found after this option is
exercised,  the death benefit amount under the new policy will be subject to the
Misstatement of Age or Sex provision of the new policy.

POLICY  CHANGES -- If the face  amount of this policy is changed for any reason,
we will proportionately change the benefit amount of the option.

          POSTPONEMENT We may postpone transactions involving the separate
account during any period when:

          OF TRANSFERS

1. trading on the New York Stock  Exchange is  restricted  as  determined by the
Securities and Exchange Commission, or the New York Stock Exchange is closed for
days other than weekends or holidays;

2. the Securities and Exchange  Commission has allowed or ordered the suspension
described in 1. above; or

3. the  Securities  and Exchange  Commission  has  determined  that an emergency
exists such that  disposal of mutual fund  securities  or valuation of assets is
not reasonably practical.

Transactions involving the separate account include the following, to the extent
the amounts of the transactions come from the portion of the accumulation  value
in the separate account:

1. Transfers between or among sub-accounts.

2. Transfers to or from the separate account.

3. Policy loans.

4. Partial or full surrenders.

5. Death benefit payments.

6. Exchange of this policy under the Guaranteed Exchange Option provision.









1-12411101
PAGE 28


<PAGE>


PAYMENT OF CASH VALUE AND LOANS We may delay paying you any portion of a partial
or full  surrender that comes from the  accumulation  value of the fixed account
for up to six months after we receive your written request for the surrender.

We may delay  making a loan to you to the extent that the loan is deducted  from
the portion of the accumulation  value in the fixed account for up to six months
after we receive your written  request for the loan.  We will not delay any loan
made to pay premiums due us on any policy.

POLICY STATEMENTS AND We will send you a statement at least once a year, without
charge, showing the face amount;  ILLUSTRATIONS  accumulation value; cash value;
loans; partial surrenders; surrender penalty free

withdrawals; premium qualification credits; premiums paid; and charges as of the
statement  date. The statement will also include summary  information  about the
portions of the  accumulation  value in the fixed account,  the sub-accounts and
the loan account. We may include additional information.

Upon  written  request  at any  time we will  send you an  illustration  of your
policy's  benefits  and  values.  There  will be no charge  for the  first  such
illustration in each policy year. We reserve the right to charge a fee up to $25
for any illustration after the first in any policy year. We will deduct any such
fee from the accumulation value of the base policy on a pro-rata basis.

BASIS OF The  guaranteed  cash values of the fixed account are not less than the
minimum values COMPUTATION required by the jurisdiction in which the application
for this  policy  was  signed.  The  guaranteed  cash  values  are  equal to the
accumulation value based on the guaranteed monthly deductions and the guaranteed
minimum interest rate shown in the Policy Data, less any surrender penalty.  The
guaranteed  cash values only apply to that  portion of the cash value that is in
the fixed account.

Calculations of the minimum cash values and nonforfeiture  benefits are based on
the  1980  Commissioners  Standard  Ordinary,  Smoker  or  Nonsmoker,   Ultimate
Mortality Tables for males or females, age nearest birthday.  Deaths are assumed
to occur at the end of the policy year.

As required, we have filed the method we used to compute minimum cash values and
nonforfeiture  benefits with the  supervisory  official of the  jurisdiction  in
which the application for this policy was signed.

GENERAL  PROVISIONS  INCONTESTABILITY  OF THE  POLICY  --  Except  for  fraud or
nonpayment of premiums,  this policy will be incontestable  after it has been in
force during the insured's  lifetime for two years from the date of issue.  This
provision  does not  apply to any  rider  providing  benefits  specifically  for
disability or accidental death.

When a layer is added to this policy, this incontestability provision will start
anew with respect to that layer, beginning on the layer date.

If the base policy is rescinded for any  contestable  reason,  we will be liable
only for the amount of premiums, less any partial surrenders,  surrender penalty
free withdrawals, loans and loan interest due, allocated to the base policy. The
policy will be rescinded as of the policy date.  If a layer is rescinded for any
contestable reason, we will be liable only for the amount of premiums,  less any
partial surrenders,  surrender penalty free withdrawals, loans and loan interest
due, that have been  allocated to that layer.  The layer will be rescinded as of
the layer date.

1-12411101  PAGE 29 AMOUNT WE PAY IS  LIMITED  IN THE EVENT OF SUICIDE -- If the
insured dies by suicide, while sane or insane, within two years from the date of
issue,  we will be liable only for the amount of premiums paid, less any partial
surrenders, surrender penalty free withdrawals, loans and loan interest due.

When a layer is added to this  policy,  this suicide  provision  will start anew
with respect to that layer,  beginning on the layer date. If the insured dies by
suicide,  while sane or insane, within two years from the layer date, we will be
liable only for the amount of premiums,  less any partial surrenders,  surrender
penalty free withdrawals,  loans and loan interest due, that have been allocated
to that layer.

MISSTATEMENT  OF AGE OR SEX IN THE  APPLICATION -- If there is a misstatement of
the insured's age or sex in the  application,  we will adjust the face amount of
the base policy and each layer.  We will do this by comparing  the excess of the
death  benefit over the  accumulation  value to that which would be purchased by
the most recent monthly deduction at the correct age or sex to such excess as of
the date of the last  monthly  deduction.  If the  newly  calculated  excess  is
higher,  we will add the difference to the face amount.  If it is lower, we will
subtract the difference from the face amount. There will be no adjustment beyond
the policy anniversary nearest age 100.

THE  POLICY  IS  OUR  CONTRACT  WITH  YOU  -- We  have  issued  this  policy  in
consideration of the application and your initial premium payment. A copy of the
application  is attached and is part of this policy.  The policy,  including the
application and any  endorsements  and riders,  forms our contract with you. All
statements made by or for the insured will be considered representations and not
warranties.  We will not use any statement  made by or for the insured to deny a
claim  unless the  statement is in the  application,  a layer  application  or a
reinstatement application and the application is attached to this policy when we
issue, deliver or reinstate it.

WHO CAN MAKE CHANGES IN THE POLICY -- Only our  President  or a Vice  President,
together  with our  Secretary,  have the  authority  to make any  change in this
policy. Any change must be in writing.

NOTICES -- We will send any notice under the  provisions  of this policy to your
last known address as it appears in our records and to any assignee of record.

TERMINATION OF INSURANCE -- This policy will terminate at the earliest of:

1. The date of your written request to surrender or terminate.

2. The date of lapse.

3. The date the  policy  is  exchanged  under  the  Guaranteed  Exchange  Option
provision.

NO  DIVIDENDS  ARE PAYABLE -- This is  nonparticipating  insurance.  It does not
participate  in our profits or surplus.  We do not  distribute  past  surplus or
recover past losses by changing the monthly deduction rates.

SETTLEMENT  PROVISIONS  When the insured  dies while the policy is in force,  we
will pay the death benefit in a lump sum unless you or the beneficiary  choose a
settlement  option.  You may choose a  settlement  option  while the  insured is
living.  You may also choose one of these  options as a method of receiving  any
surrender  proceeds that are available  under this policy.  The  beneficiary may
choose a settlement option after the insured has died. The  beneficiary's  right
to choose will be subject to any settlement agreement in effect at the insured's
death.

1-12411101  PAGE 30 Settlement  options are obligations of and are paid from our
general  account and are not based on the investment  experience of the separate
account.

When  we  receive  a  satisfactory  written  request,  we will  pay the  benefit
according to one of these options:

OPTION A: INSTALLMENTS 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.  See Table A on the last
page.

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. See Table B on the last page.

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 the insured's  death or the date you surrender this policy.  We will
not pay  less  than 2 1/2%  annual  interest.  We will pay the  earned  interest
monthly,  quarterly,  semi-annually  or annually,  as  requested.  The payee may
withdraw part or all of the benefit and earned interest at any time.

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

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

GENERAL:  The payee may arrange  any other  method of  settlement  as long as we
agree to it. There must be at least $10,000 available for any option. 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 that depend on the designated  individual's age are based on his or
her age  nearest  birthday  on the date of the  insured's  death or the date you
surrender this policy.  If the death benefit is payable,  the settlement  option
will start on the date of the insured's death. If you surrender this policy, the
settlement  option  will start on the date we  receive  your  written  surrender
request.

We will pay the  first  installment  under  any  option  on the date the  option
starts. 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.

If the payee does not live to receive all guaranteed payments under Options A, B
or D or any amount deposited under Option C (plus any accumulated interest),  we
will pay the remaining  benefit as scheduled to the payee's estate. If the payee
does not live to receive all guaranteed payments under Option E, 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.

1-12411101
PAGE 31


<PAGE>

<TABLE>
<CAPTION>

                              DEATH BENEFIT FACTORS

  Attained                  Policy Years 1-10                    Attained                  Policy Years 1-10
    Age                                                             Age
                       Male                   Female                                 Male                    Female
               Smoker     Nonsmoker     Smoker    Nonsmoker                   Smoker     Nonsmoker    Smoker    Nonsmoker

<S>  <C>        <C>          <C>         <C>        <C>             <C>        <C>         <C>         <C>         <C>
     16         6.80         8.52        8.45       9.70            61         1.96        2.17        2.21        2.37
     17         6.59         8.25        8.17       9.39            62         1.92        2.12        2.15        2.31
     18         6.38         7.99        7.91       9.09            63         1.89        2.07        2.11        2.26
     19         6.19         7.74        7.65       8.79            64         1.85        2.03        2.06        2.20
     20         6.01         7.50        7.41       8.51            65         1.82        1.99        2.02        2.15

     21         5.84         7.27        7.18       8.23            66         1.79        1.95        1.98        2.10
     22         5.66         7.04        6.95       7.97            67         1.76        1.92        1.94        2.04
     23         5.49         6.81        6.73       7.71            68         1.74        1.89        1.90        2.01
     24         5.33         6.59        6.51       7.45            69         1.71        1.86        1.85        1.97
     25         5.16         6.38        6.30       7.21            70         1.69        1.83        1.82        1.93

     26         5.01         6.18        6.09       6.97            71         1.67        1.80        1.79        1.89
     27         4.86         5.98        5.90       6.74            72         1.64        1.77        1.75        1.86
     28         4.70         5.78        5.71       6.52            73         1.61        1.74        1.72        1.82
     29         4.56         5.59        5.53       6.30            74         1.58        1.71        1.68        1.79
     30         4.41         5.41        5.35       6.10            75         1.55        1.68        1.65        1.76

     31         4.28         5.23        5.18       5.90            76         1.53        1.66        1.62        1.73
     32         4.15         5.06        5.02       5.71            77         1.50        1.63        1.59        1.70
     33         4.02         4.90        4.87       5.52            78         1.47        1.61        1.57        1.68
     34         3.90         4.74        4.72       5.35            79         1.45        1.59        1.54        1.65
     35         3.78         4.58        4.57       5.17            80         1.43        1.57        1.51        1.63

     36         3.67         4.44        4.43       5.01            81         1.39        1.51        1.47        1.57
     37         3.56         4.29        4.30       4.85            82         1.35        1.47        1.42        1.52
     38         3.45         4.15        4.17       4.69            83         1.33        1.42        1.38        1.47
     39         3.35         4.02        4.04       4.55            84         1.31        1.38        1.36        1.42
     40         3.26         3.89        3.92       4.40            85         1.29        1.35        1.34        1.39

     41         3.16         3.77        3.81       4.26            86         1.27        1.34        1.31        1.36
     42         3.07         3.65        3.70       4.13            87         1.25        1.32        1.29        1.34
     43         2.99         3.54        3.59       4.00            88         1.23        1.30        1.26        1.32
     44         2.90         3.43        3.48       3.88            89         1.21        1.28        1.23        1.29
     45         2.82         3.32        3.38       3.76            90         1.19        1.24        1.20        1.25

     46         2.75         3.22        3.28       3.64            91         1.17        1.21        1.18        1.21
     47         2.68         3.13        3.19       3.53            92         1.15        1.18        1.15        1.18
     48         2.61         3.04        3.10       3.43            93         1.13        1.14        1.13        1.15
     49         2.54         2.95        3.02       3.33            94         1.11        1.11        1.12        1.12
     50         2.48         2.86        2.94       3.23            95         1.10        1.10        1.10        1.10

     51         2.42         2.78        2.86       3.13            96         1.09        1.09        1.09        1.09
     52         2.36         2.71        2.78       3.04            97         1.07        1.07        1.07        1.07
     53         2.31         2.63        2.71       2.96            98         1.06        1.06        1.06        1.06
     54         2.26         2.57        2.63       2.87
     55         2.21         2.50        2.56       2.79

     56         2.16         2.44        2.50       2.71
     57         2.12         2.38        2.44       2.64
     58         2.07         2.32        2.38       2.57
     59         2.03         2.27        2.32       2.50
     60         2.00         2.22        2.26       2.44













1-12411101
PAGE 32


<PAGE>


                              DEATH BENEFIT FACTORS

  Attained                   Policy Years 11+                    Attained                  Policy Years 11+
    Age                                                             Age
                       Male                   Female                                 Male                    Female
               Smoker     Nonsmoker     Smoker    Nonsmoker                   Smoker     Nonsmoker    Smoker    Nonsmoker

     26         4.82         5.91        5.84       6.64             66        1.55        1.70        1.78        1.88
     27         4.67         5.72        5.65       6.43             67        1.52        1.66        1.74        1.83
     28         4.52         5.54        5.47       6.22             68        1.49        1.62        1.70        1.78
     29         4.38         5.36        5.29       6.01             69        1.47        1.58        1.66        1.74
     30         4.24         5.18        5.12       5.81             70        1.44        1.55        1.62        1.69

     31         4.10         5.01        4.95       5.62             71        1.42        1.52        1.59        1.65
     32         3.97         4.85        4.79       5.44             72        1.40        1.48        1.55        1.61
     33         3.84         4.69        4.63       5.26             73        1.37        1.45        1.52        1.57
     34         3.71         4.53        4.48       5.08             74        1.35        1.43        1.49        1.53
     35         3.59         4.38        4.34       4.91             75        1.33        1.40        1.46        1.50

     36         3.48         4.24        4.20       4.75             76        1.32        1.38        1.43        1.47
     37         3.37         4.10        4.06       4.59             77        1.30        1.35        1.40        1.43
     38         3.26         3.96        3.93       4.44             78        1.28        1.33        1.38        1.41
     39         3.16         3.83        3.81       4.30             79        1.27        1.31        1.35        1.38
     40         3.06         3.70        3.69       4.16             80        1.26        1.29        1.33        1.35

     41         2.96         3.58        3.57       4.02             81        1.24        1.27        1.31        1.33
     42         2.87         3.47        3.46       3.89             82        1.23        1.26        1.29        1.30
     43         2.79         3.35        3.36       3.77             83        1.22        1.24        1.27        1.28
     44         2.70         3.24        3.26       3.65             84        1.21        1.23        1.25        1.26
     45         2.62         3.14        3.16       3.53             85        1.20        1.21        1.23        1.24

     46         2.55         3.04        3.07       3.42             86        1.19        1.20        1.22        1.23
     47         2.47         2.94        2.98       3.32             87        1.18        1.19        1.20        1.21
     48         2.40         2.85        2.89       3.21             88        1.17        1.18        1.19        1.19
     49         2.34         2.76        2.81       3.11             89        1.16        1.17        1.18        1.18
     50         2.27         2.68        2.73       3.02             90        1.15        1.16        1.17        1.17

     51         2.21         2.59        2.66       2.92             91        1.14        1.15        1.15        1.15
     52         2.15         2.51        2.58       2.84             92        1.13        1.14        1.14        1.14
     53         2.09         2.44        2.51       2.75             93        1.12        1.12        1.13        1.13
     54         2.04         2.36        2.44       2.67             94        1.11        1.11        1.12        1.12
     55         1.99         2.29        2.38       2.59             95        1.10        1.10        1.10        1.10

     56         1.94         2.23        2.31       2.51             96        1.09        1.09        1.09        1.09
     57         1.89         2.16        2.25       2.44             97        1.07        1.07        1.07        1.07
     58         1.85         2.10        2.19       2.37             98        1.06        1.06        1.06        1.06
     59         1.80         2.04        2.14       2.30             99        1.04        1.04        1.04        1.04
     60         1.76         1.99        2.08       2.23            100        1.04        1.04        1.04        1,04

     61         1.72         1.93        2.03       2.17
     62         1.68         1.88        1.97       2.10
     63         1.65         1.83        1.92       2.04
     64         1.61         1.79        1.87       1.99
     65         1.58         1.74        1.83       1.93


                    FOR ALL ATTAINED AGES AFTER THOSE SHOWN, THE DEATH BENEFIT FACTOR IS 1.04.











</TABLE>




1-12411101
PAGE 33


<PAGE>



<TABLE>
<CAPTION>






                                     TABLE A

               INSTALLMENTS FOR EACH $1,000 PAYABLE UNDER OPTION A

---------------------------------------------------------------------------------------------------------------------------------
Multiply the Monthly Installment by 11.83895 for Annual, by 5.96322 for Semi-Annual, or by 2.99263 for Quarterly Installments
---------------------------------------------------------------------------------------------------------------------------------
----------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
     Guaranteed              Monthly             Guaranteed            Monthly             Guaranteed             Monthly
    Period (Yrs.)          Installment         Period (Yrs.)         Installment         Period (Yrs.)          Installment
----------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
<S>         <C>                <C>                   <C>               <C>                     <C>                <C>
            1                  $84.47                11                $8.86                   21                 $5.32
            2                   42.86                12                 8.24                   22                  5.15
            3                   28.99                13                 7.71                   23                  4.99
            4                   22.06                14                 7.26                   24                  4.84
            5                   17.91                15                 6.87                   25                  4.71

            6                   15.14                16                 6.53                   26                  4.59
            7                   13.16                17                 6.23                   27                  4.48
            8                   11.68                18                 5.96                   28                  4.37
            9                   10.53                19                 5.73                   29                  4.27
           10                    9.61                20                 5.51                   30                  4.18
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

                                     TABLE B

           MONTHLY INSTALLMENT FOR EACH $1,000 PAYABLE UNDER OPTION B

---------------------------------------------------------------------------------------------------------------------------------
                           MALE DESIGNATED INDIVIDUAL

---------------------------------------------------------------------------------------------------------------------------------
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
    Guaranteed Period         Guaranteed Period         Guaranteed Period        Guaranteed Period         Guaranteed Period
Age   10 Yrs.   20 Yrs.     Age   10 Yrs.   20 Yrs.  Age   10 Yrs.   20 Yrs.   Age   10 Yrs.   20 Yrs.  Age   10 Yrs.   20 Yrs.
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
<S>    <C>      <C>         <C>    <C>      <C>      <C>    <C>     <C>        <C>    <C>      <C>      <C>    <C>      <C>
11     $2.90    $2.89       26     $3.20    $3.19    41     $3.77   $3.71      56     $4.92    $4.59    71     $7.27    $5.42
12      2.91     2.91       27      3.22     3.21    42      3.82     3.76     57      5.03     4.66    72      7.48     5.45
13      2.93     2.92       28      3.25     3.24    43      3.88     3.81     58      5.15     4.73    73      7.68     5.46
14      2.94     2.94       29      3.28     3.27    44      3.94     3.86     59      5.27     4.80    74      7.88     5.48
15      2.96     2.96       30      3.31     3.30    45      4.00     3.91     60      5.40     4.87    75      8.08     5.49

16      2.98     2.97       31      3.34     3.33    46      4.07     3.97     61      5.53     4.94    76      8.27     5.50
17      3.00     2.99       32      3.38     3.36    47      4.14     4.02     62      5.68     5.00    77      8.46     5.50
18      3.01     3.01       33      3.41     3.39    48      4.21     4.08     63      5.83     5.07    78      8.63     5.51
19      3.03     3.03       34      3.45     3.43    49      4.28     4.14     64      5.98     5.13    79      8.79     5.51
20      3.05     3.05       35      3.49     3.46    50      4.36     4.20     65      6.15     5.18    80      8.94     5.51

21      3.08     3.07       36      3.53     3.50    51      4.44     4.26     66      6.32     5.24    81      9.07     5.51
22      3.10     3.09       37      3.57     3.54    52      4.53     4.32     67      6.50     5.28    82      9.18     5.51
23      3.12     3.11       38      3.62     3.58    53      4.62     4.39     68      6.68     5.33    83      9.28     5.51
24      3.14     3.14       39      3.67     3.62    54      4.71     4.46     69      6.88     5.36    84      9.36     5.51
25      3.17     3.16       40      3.72     3.67    55      4.81     4.52     70      7.07     5.40    85      9.42     5.51
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------

---------------------------------------------------------------------------------------------------------------------------------
                          FEMALE DESIGNATED INDIVIDUAL

--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
    Guaranteed Period         Guaranteed Period         Guaranteed Period        Guaranteed Period         Guaranteed Period
Age   10 Yrs.   20 Yrs.     Age   10 Yrs.   20 Yrs.  Age   10 Yrs.   20 Yrs.   Age   10 Yrs.   20 Yrs.  Age   10 Yrs.   20 Yrs.
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
11     $2.83     $2.83      26     $3.08     $3.07   41     $3.54     $3.52    56     $4.51     $4.35   71     $6.73     $5.36
12      2.84      2.84      27      3.10      3.10   42      3.59      3.56    57      4.61      4.42   72      6.94      5.40
13      2.86      2.85      28      3.12      3.12   43      3.63      3.60    58      4.71      4.50   73      7.16      5.43
14      2.87      2.87      29      3.15      3.14   44      3.68      3.65    59      4.82      4.57   74      7.38      5.48
15      2.88      2.88      30      3.17      3.17   45      3.73      3.69    60      4.94      4.65   75      7.60      5.47

16      2.90      2.90      31      3.20      3.19   46      3.78      3.74    61      5.06      4.72   76      7.82      5.48
17      2.91      2.91      32      3.23      3.22   47      3.84      3.79    62      5.19      4.80   77      8.04      5.49
18      2.93      2.93      33      3.26      3.25   48      3.90      3.85    63      5.33      4.88   78      8.25      5.50
19      2.95      2.94      34      3.29      3.28   49      3.96      3.90    64      5.47      4.95   79      8.45      5.51
20      2.96      2.96      35      3.32      3.31   50      4.03      3.96    65      5.63      5.02   80      8.64      5.51

21      2.98      2.98      36      3.35      3.34   51      4.10      4.02    66      5.79      5.09   81      8.82      5.51
22      3.00      2.99      37      3.39      3.37   52      4.17      4.08    67      5.96      5.15   82      8.97      5.51
23      3.02      3.01      38      3.42      3.41   52      4.25      4.14    68      6.14      5.21   83      9.11      5.51
24      3.04      3.03      39      3.46      3.44   54      4.33      4.21    69      6.33      5.27   84      9.23      5.51
25      3.06      3.05      40      3.50      3.48   55      4.42      4.28    70      6.53      5.32   85      9.32      5.51
---------------------------------------------------------------------------------------------------------------------------------
Ages younger than 11 are the same as shown for age 11, and ages older than 85
are the same as shown for age 85.

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

1-12411101
       PAGE 34


<PAGE>



  Transamerica Occidental             Policy Form   TRUL-VUL
  Life Insurance Company              Individual Life Insurance
  1150 South Olive Street
  Los Angeles, CA  90015
















                        VARIABLE UNIVERSAL LIFE INSURANCE

                           MINIMUM PREMIUM REQUIREMENT

                            SHOWN IN THE POLICY DATA

                      FLEXIBLE PREMIUMS PAYABLE THEREAFTER

                     DURING LIFE OF INSURED PRIOR TO AGE 100

                      SUBJECT TO THE LIMITATIONS DESCRIBED

                            IN THE PREMIUMS PROVISION

                    DEATH BENEFIT PAYABLE AT DEATH OF INSURED

                     NONPARTICIPATING - NO ANNUAL DIVIDENDS

1-12411101

<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                           INSURANCE ON CHILDREN RIDER


<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY has issued this rider as a part
of the policy to which it is attached.

If a child dies before becoming 25 years old and before the policy anniversary
nearest age 65 of the insured, we will pay the amount of insurance shown for
this rider in the Policy Data, subject to the provisions of this rider.

PAYMENT OF PROCEEDS -- Any proceeds payable under this rider because of the
death of a child will be paid to the insured when we receive due proof of the
death. However, upon request of the owner, any proceeds will be paid to a
beneficiary other than the insured, but only if:

1.  the  beneficiary  change  is made in  accordance  with  the How to  Change a
Beneficiary provision of the policy; and

2. the beneficiary change specifically states that it is applicable to insurance
provided on a child under this rider.

Any proceeds may be applied under one of the Settlement Provisions of the
policy.

DEFINITIONS -- In this rider:

     "Insured" means the insured under the policy to which this rider is
attached.

     "Child" means: (1) any child named in the application for this rider who
     was born to the insured, or is a stepchild or legally adopted child of the
     insured, and who is at least 15 days old or becomes 15 days old, and who is
     not yet 19 years old on the date of the application, and (2) any child born
     to the insured, or a stepchild or child legally adopted by the insured,
     after the date of application for this rider, who is at least 15 days old
     or becomes 15 days old, and who is not yet 19 years of age.

PAID-UP TERM LIFE INSURANCE -- If the insured dies while this rider is in force,
this rider automatically will be changed to non-participating paid-up term life
insurance as then written by us. A policy on each child will provide the amount
of insurance of this rider to that child's 25th birthday. The child will be the
owner of each such policy.

If the insurance on a child becomes paid-up under the provisions of this rider,
we will furnish the cash values of the paid-up insurance to the owner upon
request.

CONVERSION -- Insurance under this rider may be converted to any plan of level
premium whole life or endowment insurance as follows:

1.   Insurance on a child may be converted, without providing evidence of
     insurability, to a new policy up to five times the amount of insurance
     provided on that child under this rider or $50,000, whichever is less, on
     the following dates: a. the child's 25th birthday, or the policy
     anniversary nearest age 65 of the insured, whichever comes first; or b.
     within 90 days after the child marries or receives a Baccalaureate degree
     or higher degree from a fully

         accredited college or university prior to the child's 25th birthday and
         prior to the policy anniversary nearest age 65 of the insured.

2.   Insurance on a child may be converted at any other time prior to the
     child's 25th birthday and prior to the policy anniversary nearest age 65 of
     the insured. The face amount of the new policy may not be greater than the
     amount of insurance provided on that child under this rider.

3.   Written request for conversion and payment of the required premium must be
     made to us before, or within 31 days after, the date allowed for
     conversion. The terminating insurance will not be in force during the
     31-day period following the date allowed for conversion.

4.   The face amount of each new policy may not be less than our published
     minimum for the plan selected. At least one plan will be available for
     conversion of $1,000 of insurance.

5. Each new policy will be effective on the date of  conversion.  The child will
be the owner of the new policy.

6. The premium for each new policy will be based on our published  rates for the
plan  selected  at the  time of  conversion.  We will  use the age of the  child
insured on the date of conversion to determine this rate.


<PAGE>








                              1-058 11-101 PAGE 1


<PAGE>




7.   The date of issue of all new policies issued under the Conversion Provision
     will be the date of issue of this rider. The Incontestability and Suicide
     periods in the new policies will continue from such dates of issue and will
     not start anew in the new policies. However, if there is an increase in the
     face amount over the amount of this rider, the increase will be subject to
     new incontestability and suicide periods.

AUTOMATIC TERMINATION -- This rider will automatically terminate:

1.   if any premium remains unpaid after the grace period;

2. a) when, in the case of flexible premium policies,  the policy is surrendered
or continued under the Paid-Up Life Non-Forfeiture Option, or

b) when, in the case of fixed premium  policies,  the policy is  surrendered  or
continued under any  non-forfeiture  option;  3. if the policy becomes  paid-up,
matures  or  terminates;  4. on the  policy  anniversary  nearest  age 65 of the
insured; or 5. at the death of the insured subject to the provisions for paid-up
term life insurance.

Insurance on a child under this rider will automatically terminate on such
child's 25th birthday or when all or part of such insurance is converted.

REINSTATEMENT -- In addition to the provisions of the policy relating to
reinstatement, this rider may be reinstated only as to each child who provides
proof of insurability satisfactory to us.

INCONTESTABILITY -- In applying the provisions of the policy relating to
incontestability to this rider, the "date of issue" will be the date this rider
is signed by us. Any paid-up term life insurance issued under this rider will be
incontestable from its date of issue.

SUICIDE -- In applying the provision of the policy relating to suicide to this
rider, the "date of issue" will be the date this rider is signed by us. If the
insured dies by suicide and our liability is limited to the amount of the
premiums paid, no insurance will be provided under the paid-up term life
insurance provision of this rider. Instead, insurance on each child may be
converted to any plan of whole life or endowment insurance then offered by us.
Such conversion will be subject to the conversion provisions of this rider. The
suicide provision of the policy will not apply to death of a child by suicide.

CONTINUATION -- If the policy, exclusive of riders, provides term insurance
which is converted, this rider will be continued as a part of the new policy.

CANCELLATION -- Upon written request by the owner of the policy, this rider may
be cancelled on any premium due date.

NO DIVIDENDS ARE PAYABLE -- This rider does not participate in our profits or
surplus.

CONSIDERATION -- We have issued this rider in consideration of the application
and payment of the premiums. A copy of the application is attached to the
policy. In the case of flexible premium policies one-twelfth of the annual
premium for the rider will be paid in the manner specified in the policy. In the
case of fixed premium policies, the annual premium for this rider is shown in
the Policy Data and is payable as provided by this policy. In either case, no
premium for this rider will be payable after this rider terminates.

RIDER DATE -- The rider date of this rider will be the policy date of the policy
unless a different rider date is shown here.


<PAGE>



Signed for the Company at Los Angeles, California, and effective on the date the
policy is issued unless a different effective date is shown here.

Executive Vice President, General Counsel                          President
       And Corporate Secretary

                              1-058 11-101 PAGE 2

<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                            FULL DEATH BENEFIT RIDER


<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY has issued this rider as part of
the policy to which it is attached. It is subject to all of the provisions,
definitions, and conditions of the policy that do not conflict with this rider.
In case of conflict between the policy and this rider, the rider will control.

                                   DEFINITIONS

In this rider:

AGE as used in this rider means the insured's age, or exact age, if any, as
defined in the policy.

The INSURED under this rider means the insured, or joint insureds, if any, as
defined in the policy.

The MONTHLY DEDUCTION for this rider is an amount we withdraw from the policy's
accumulation value at the beginning of each policy month.

REINSTATE means to restore coverage after the policy and this rider have lapsed.

                                  DEATH BENEFIT

Beginning with the policy anniversary nearest age 100, the death benefit will be
the death benefit as defined and determined by the policy on the day before the
policy anniversary nearest age 100. The death benefit will be subject to the
adjustments and conditions stated in this rider. We will reduce the death
benefit by any existing loans. The death benefit will be subject to adjustment
after age 100 for misstatement of age or sex or gender, as applicable.

                                  REINSTATEMENT

This rider is subject to the Reinstatement provision of the policy.

                            RIDER MONTHLY DEDUCTIONS

We will take the monthly deduction for this rider starting on the policy
anniversary nearest age 90. We will continue to take the monthly deduction for
this rider until the policy anniversary nearest age 100. The amount of the
monthly deduction will be no more than $1.00 times .001, times the difference
between the death benefit and the accumulation value of the policy at the
beginning of the policy month.

                               GENERAL PROVISIONS

GRACE PERIOD -- This rider is subject to the Grace Period provision of the
policy.

TERMINATION OF INSURANCE -- This rider will terminate at the earliest of:

1.   the date the insured dies under an individual policy; or

2.   the date the survivor dies under a joint and last survivor policy; or

3.   the date the policy lapses; or

4.   the date the policy is continued under a nonforfeiture option; or

5. the date we receive your written request to surrender or terminate the policy
or this rider; or

6.   the maturity date of the policy.

CONSIDERATION -- We have issued this rider in consideration of: (1) the
application; and (2) payment of the premium. A copy of the application is
attached to the policy.


<PAGE>




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

               Executive Vice President, General Counsel        President
                       And Corporate Secretary

                              1-056 11-101 PAGE 1

<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                             WAIVER PROVISION RIDER


<PAGE>






TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY has issued this rider as a part
of the policy to which it is attached.

WAIVER BENEFIT -- We will waive each monthly deduction due immediately on or
after age 10 of the insured during the insured's total disability. This
deduction (referred to as "such deduction") is described in the Monthly
Deductions provision of the policy. The waiver is subject to the provisions of
this rider.

While monthly deductions are being waived under this benefit, premium payments
are not required.

Any monthly deduction eligible for waiver under this rider that is taken before
we approve a claim will be credited to the accumulation value of the policy.
This credit will be treated as a new net premium. We will credit the
accumulation value as of the date of notice of claim or the date at the end of
the first six months of such disability, whichever is later. If that date is not
a valuation date, we will credit the accumulation value on the next valuation
date.

TOTAL DISABILITY -- Disability will be total when the insured becomes so
disabled by injury or disease which first manifests itself after the date this
rider is signed by us, as to be unable to perform substantially all of the
material duties of any gainful work for which the insured is, or becomes, fitted
by reason of education, training or experience. If the occupation of the insured
is, or becomes, that of a student, then "any gainful work" will include going to
school. The total loss of sight of both eyes, or of the use of both hands, both
feet or one hand and one foot, will be presumed total disability while such
total loss continues. Total disability is called "such disability" in this
rider.

The beginning of such disability will be the beginning of the disability which
totally disables the insured for not less than six months. In no event will such
disability be considered to have begun more than one year before the date due
proof of such disability is received by us.

AGE LIMITATIONS -- No waiver will be allowed under this rider during any period
of disability before the insured's 10th birthday. If such disability continues
beyond the 10th birthday, we will waive each such deduction due after that
birthday and during such disability. No waiver will be allowed under this rider
if such disability begins after the policy anniversary nearest age 60 of the
insured.

EXCLUSION FROM COVERAGE -- No benefits will be allowed under this rider if such
disability results directly or indirectly from:

1.       Intentionally self-inflicted injury.
2.       Participation in insurrection.
3.   War, declared or undeclared, or any act of war.

AUTOMATIC TERMINATION -- This rider will automatically terminate:

1.       If the policy is surrendered.
2.       If the policy lapses.
3.   At the policy anniversary nearest age 60 of the insured, subject to any
claims under this rider.

NOTICE AND PROOF OF DISABILITY -- Written notice of such disability must be
given to us at our administrative office while the insured is living and while
such disability continues. Failure to give such notice will not invalidate any
claim if such notice was given as soon as was reasonably possible. Due proof of
such disability must be given to us at our administrative office. Although proof
of such disability may have been accepted by us as satisfactory, the insured
must at any time, when we request it, furnish due proof of the continuance of
such disability. At our option, such proof may include an examination of the
insured by a medical examiner chosen by us. Such proof will not be required by
us more than once each year after such disability has continued for two full
years.


<PAGE>








                              1-011 06-101 PAGE 1


<PAGE>




RECOVERY FROM DISABILITY -- The benefits provided by this rider will end:

1. If the  insured  fails to give us any due  proof,  or  refuses to submit to a
requested medical examination.

2.   If the insured is no longer totally disabled.

CANCELLATION -- Upon written request by the owner, this rider may be cancelled
on any monthly policy date.

NO DIVIDENDS ARE PAYABLE -- This rider does not participate in our profits or
surplus.

CONSIDERATION -- We have issued this rider in consideration of the application
and payment of the initial premium shown in the Policy Data. A copy of the
application is attached to the policy. Monthly deductions for this rider are
based on the rates shown in the Policy Data and are payable as provided in the
policy, except that when this rider terminates, such monthly deductions will no
longer be payable.


<PAGE>


Signed for the Company at Los Angeles, California, on the date of issue of the
policy unless a different date is shown here.

              Executive Vice President, General Counsel             President
                       And Corporate Secretary

                              1-011 06-101 PAGE 2

<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                                          ENDORSEMENT TO MODIFY GRACE PERIOD


<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY has issued this endorsement as
part of the policy to which it is attached.

While the policy is in force and subject to the terms of this endorsement, the
policy will not enter its grace period.

                                                      DEFINITIONS

In this endorsement:

GRACE PERIOD is the 60 day period starting on a monthly policy date or policy
anniversary, as described in the policy.

NET DEPOSITS mean the total premiums paid, less the sum of any premium refunds,
partial surrenders, and surrender penalty free withdrawals since the policy
date. In calculating the net deposits, premium paid in a policy year prior to
the policy year in which the select monthly premium is due will reflect a time
value of money at 4 percent per annum.

SELECT MONTHLY PREMIUM is the amount you must pay each month during the select
period to maintain this endorsement. This amount is shown in the Policy Data.
This amount may be paid cumulatively in advance.

SELECT PERIOD is the period this endorsement is in effect. This period is shown
in the Policy Data.

WE means Transamerica Occidental Life Insurance Company.

YOU means the Owner.

                                                     HOW IT WORKS

During the select period, the policy will not enter its grace period due to lack
of policy value if: (1) there is no outstanding loan; and (2) the select monthly
premium requirement has been met. The select monthly premium requirement will be
met if, at the start of each policy month, the net deposits equal or exceed the
cumulative select monthly premiums due since the policy date.

If the preceding requirements are met, the Grace Period provision will be
modified so that the base policy and this endorsement, and, if applicable, any
layers, Supplemental Adjustable Life Insurance Rider, Full Death Benefit Rider
and waiver provision will remain in effect. All other riders will be terminated.
Any conversion privilege included in those terminated riders may be exercised at
that time.

We will continue to deduct the monthly deductions from the policy accumulation
value as they come due.

                                                   WAIVER PROVISION

If the policy contains a waiver provision benefit and a disability claim is
approved while this endorsement is effective, the select monthly premium will be
waived. The select monthly premium will be waived for the same length of time
that the policy is on waiver. Any waiver of a select monthly premium is subject
to the terms of this endorsement. The select period will not be extended.

                                                    POLICY CHANGES

If a requested increase or decrease in the face amount of the policy is
processed during the select period, the select monthly premium will be adjusted
from that point forward. The select period will not be adjusted.

                                                 AUTOMATIC TERMINATION

This endorsement will automatically terminate upon the first of the following to
occur:

1.   The select monthly premium requirement is not met;

2.   the select period has ended;

3.   the death benefit option on the policy has been changed from Option 1 to
another option; or

4.   the policy terminates for any reason.



<PAGE>





1-006 58-101
Page 1



                                     Page 1

                                                     REINSTATEMENT

If this endorsement terminates solely due to the select monthly premium
requirement not being met, you may reinstate this rider within 30 days of the
termination date.

To reinstate the rider, you must, within 30 days from the termination date:

1.   Request reinstatement of the rider in writing.

2.   Pay us the necessary premium to reinstate the rider.




The necessary premium to reinstate the rider is equal to:

1. the difference between the cumulative select monthly premiums due and the net
deposits as of the termination date; plus

2. two select monthly  premiums,  or if less, the select monthly premiums due to
the end of the select period.

Reinstatement of this rider will be subject to all other provisions of this
rider.


<PAGE>




Signed for Transamerica Occidental Life Insurance Company at Los Angeles,
California, and effective on the date of issue of the policy to which this
endorsement is attached.

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



































                              1-006 58-101 Page 2

<PAGE>

                  ACCELERATED DEATH BENEFIT OPTION ENDORSEMENT


<PAGE>


Transamerica Occidental Life Insurance Company has issued this endorsement as a
part of policy number [OBJECT OMITTED] ("the policy").

NOTICE:  BENEFITS  ADVANCED  UNDER THIS OPTION MAY BE  TAXABLE.  AS WITH ALL TAX
MATTERS, THE OWNER SHOULD CONSULT A PERSONAL TAX ADVISOR TO ASSESS THE IMPACT OF
THIS BENEFIT ON THE OWNER AND THE POLICY.

While the policy is in force, we will pay an Accelerated Death Benefit to you,
upon your request, subject to all the provisions and limitations of this
endorsement.

                                   DEFINITIONS

In this endorsement:

ACCELERATED DEATH BENEFIT is the amount we pay under this option.

ADMINISTRATIVE FEE is the $250.00 that will be charged at the time each
Accelerated Death Benefit is paid.

EFFECTIVE DATE is the date we approve your written request to exercise this
option.

IMMEDIATE FAMILY MEMBERS are members of either the Insured's or Owner's family
who may be described as follows: spouse (includes common law spouse), children,
stepchildren, parents, grandparents, grandchildren, brothers and sisters and
their spouses (includes common law spouse).

INSURED means only the Insured covered under the policy and not any other
individuals covered for additional riders or benefits.

PHYSICIAN is an individual, other than the Insured, the Owner, or Immediate
Family Member, who is a doctor of medicine or osteopathy, licensed in the
jurisdiction in which the advice is given or diagnosis is made and who is acting
within the scope of that license.

POLICY BASIC DEATH BENEFIT means the death benefit provided by the policy, any
policy layer, any Supplemental Adjustable Life Insurance Rider and any level
term rider on the life of the Insured. It does not include any death benefit
provided by any other riders or benefits attached to the policy.

POLICY CHARGES means any monthly deductions, any surrender charges or surrender
penalties, or any other charges specified in the policy.

TERMINAL ILLNESS is a medical condition, resulting from bodily injury or
disease, or both, and:

     --  which has been diagnosed by a Physician after the issue date of the
         policy; and,

     --  for which the diagnosis is supported by clinical, radiological,
         laboratory or other evidence of the medical condition which is
         satisfactory to us; and,

     --  which is not curable by any means available to the medical profession;
and,

     --  which a Physician certifies is expected to result in death within 12
         months of diagnosis and the certification is within 30 days of the
         Accelerated Death Benefit request.

"YOU" AND "YOUR" mean the Owner

                                   LIMITATIONS

1. The  availability  of this  option is subject to all the terms of the policy,
including contestability and suicide.

2. No  benefit  will be paid if  Terminal  Illness  results  from  intentionally
self-inflicted injury(ies) at any time.

3.    At each request to exercise this option, there must be at least 2 years
      remaining from the Effective Date to the expiry or maturity date of each
      portion of the Policy Basic Death Benefit.

4.    The Owner may not exercise this option:

a) if required by law to use the Accelerated Death Benefit to meet the claims of
creditors, whether in bankruptcy or otherwise, or

        b)   if required by a government agency to use the Accelerated Death
             Benefit in order to apply for, obtain, or otherwise keep a
             government benefit or entitlement, or

        c) until there is only one surviving Joint Insured if the policy is a
Joint and Last Survivor policy.

5. This option is not  available if the maximum  Accelerated  Death  Benefit has
been paid.

6. The face  amount of the policy on which this option is  exercised  must be at
least $50,000 at the time of the first written request.



<PAGE>


                              1-005 84-195 PAGE 1


<PAGE>




                     AMOUNT OF THE ACCELERATED DEATH BENEFIT

1.    The Owner can request an Accelerated Death Benefit payment in any amount
      subject to the following minimum and maximum. The minimum Accelerated
      Death Benefit allowed will be $10,000. The maximum Accelerated Death
      Benefit allowed for all policies combined covering the Insured issued by
      the Company will be the lesser of $250,000 or 75% of the combined Policy
      Basic Death Benefit for those policies as of the first Accelerated Death
      Benefit payment. If the first Accelerated Death Benefit payment is less
      than the maximum, then no more than the remaining balance of the maximum
      can be paid out later as an Accelerated Death Benefit.

2.    If there is an outstanding loan on the policy, the Accelerated Death
      Benefit payment may be reduced to repay a prorata portion of the policy
      loan.

3.    At the time we pay the Accelerated Death Benefit, if the policy is in the
      grace period, we will deduct any unpaid premium in accordance with the
      grace period provision in the policy.

4. The $250.00  Administrative  Fee will be deducted from each Accelerated Death
Benefit payment.

                                     PREMIUM

Premium billing and premium payment requirements will continue, subject to the
adjustments described below.

          EFFECT OF THE ACCELERATED DEATH BENEFIT PAYMENT ON THE POLICY

After an Accelerated Death Benefit is paid, the policy and any riders and
benefits will remain in force subject to the following adjustments:

1.    The Policy Basic Death Benefit after payment of an Accelerated Death
      Benefit will equal the amount of the Policy Basic Death Benefit before the
      payment of the Accelerated Death Benefit minus the result of multiplying
      (a) by (b), where:

      (a) is the Accelerated Death Benefit; and

      (b) is 1 (one) plus an interest rate that is the greater of,

(i) the  federal  interest  rate  under  Internal  Revenue  Code  (IRC)  section
846(c)(2), or

          (ii)  the policy loan effective interest rate.

2.    The Policy Basic Death Benefit, and, if applicable, the policy's face
      amount, accumulation value, cash value, policy loan, and required premium
      will be adjusted as of the Effective Date. The adjustments to the Policy
      Basic Death Benefit will be made in the following order: (1) level term
      rider(s) on the Insured, if any, beginning with the most recent rider; (2)
      policy layer(s), if any, beginning with the most recent layer; and, (3)
      remaining portions of the Policy Basic Death Benefit. New Policy Charges
      and premiums will be based on the rates in effect for the policy's
      resulting face amount.

3.    We will provide new policy data pages showing the reduced coverage amount
      resulting from the Accelerated Death Benefit payment.

                              EXERCISING THE OPTION

We must receive a written request to exercise this option at the Home Office or
our designated Administrative Office within 30 days after the certification of
diagnosis of the Terminal Illness, or as soon as reasonably possible. The
request should include the name of the Insured, the policy number and, must be
signed and dated by the Owner. If the policy has an irrevocable beneficiary,
that person(s) must also sign the request. If the policy is assigned, we must
receive a completed and signed release of assignment. If the policy was issued
in a community property state, we may require your spouse to sign the request.

                            PROOF OF TERMINAL ILLNESS

We must receive written proof of the Insured's Terminal Illness before we make
an Accelerated Death Benefit payment. This proof will consist of a Physician's
certification acceptable to us. We may request additional medical information
from the Physician submitting the certification or any Physician we consider
qualified.

                              PHYSICAL EXAMINATION

While a claim is pending, we reserve the right to obtain a second medical
opinion and to have the Insured examined at our expense.

                            TIME OF PAYMENT OF CLAIMS

After we receive satisfactory written proof of Terminal Illness, we will pay the
Accelerated Death Benefit due.


<PAGE>


                              1-005 84-195 PAGE 2


<PAGE>





                                PAYMENT OF CLAIMS

If approved, the Accelerated Death Benefit will be paid in a lump sum to the
Owner. If the Insured dies before payment is made, we will pay the entire death
benefit of the policy to the Beneficiary in accordance with the policy
provisions.

                                  LEGAL ACTIONS

No legal action may be brought to recover the payment requested under this
option within 60 days after written proof of Terminal Illness has been given to
us. No such action may be brought after 3 years from the time written proof of
the Insured's Terminal Illness has been given to us.

                              LIVING BENEFIT RIDER

If the policy contains a Living Benefit Rider and there is a simultaneous
request to exercise the Living Benefit and the Accelerated Death Benefit Option,
the Living Benefit request will be processed first; the Accelerated Death
Benefit Option request will be processed second and will be based on the
adjusted policy values resulting after payment of the Living Benefit.

                                TAX QUALIFICATION

Any amount payable under this option is intended to qualify for federal income
tax exclusion (to the maximum extent possible). To that end, the provisions of
this endorsement and the policy to which it is attached are to be interpreted to
ensure or maintain such tax qualification, notwithstanding any other provisions
to the contrary. The Company reserves the right to amend this endorsement and
the policy to which it is attached to reflect any clarifications that may be
needed or are appropriate to maintain such qualification, or to conform this
endorsement and the policy to which it is attached to any applicable changes in
the tax qualification requirements. You will be sent a copy of any such
amendment.


<PAGE>



Signed for the Company at Los Angeles, California, on the date of issue of the
policy unless a different date is shown here.

Executive Vice President, General Counsel                President
  And Corporate Secretary

                              1-005 84-195 PAGE 3


<PAGE>




<PAGE>

                                               ACCIDENT INDEMNITY RIDER

                                             BENEFIT FOR DEATH BY ACCIDENT


<PAGE>


Transamerica Occidental Life Insurance Company has issued this rider as a part
of the policy to which it is attached.

If the Insured dies as a result of accidental bodily injury, we will pay the
accidental death benefit subject to all of the provisions of the policy and this
rider.

In this rider accidental bodily injury means injury which results, directly and
independently of all other causes, from an accident that occurs while this rider
is in force, and which results in the Insured's death within 90 days from the
date of the accident. We will have the right to examine the body of the Insured
and to request an autopsy, unless prohibited by law.

AMOUNT PAYABLE -- The amount of the accidental death benefit is shown in the
policy data. However, if an accidental death benefit becomes payable under this
rider for accidental bodily injury sustained in an accident which occurs while
the Insured is a fare-paying passenger in an aircraft, bus, train or other means
of public conveyance while it is being operated by a licensed common carrier for
passenger service, then the accidental death benefit will be twice the amount
shown for this rider in the policy data.

EXCLUSIONS FROM COVERAGE -- No amount will be payable under this rider if the
Insured's death results directly or indirectly from:

     1.  suicide or any attempted suicide, while sane or insane;
     2.  any poison or gas voluntarily or involuntarily,  accidentally or
          otherwise taken,  administered,  absorbed, or  inhaled;
     3.  any bacterial infection except when caused by accidental bodily injury;
     4.  bodily or mental infirmity;
     5.  disease of any kind;
     6.  the commission of, or attempt to commit, an assault or felony;
     7. service, travel or flight in any kind of aircraft except as a passenger;
     8.  participation in insurrection; or
     9.  war, declared or undeclared, or any act of war.

CONTESTABILITY -- This rider will be contestable as long as it is in force.

CONTINUATION -- If the policy, exclusive of riders, provides term insurance
which is converted, this rider will continue at the current premium as part of
the new policy. However, if this policy is converted to a limited payment plan,
this rider will continue at the premium charge used by us at the date of
conversion for the limited payment plan selected and the class of risk of this
rider.

AUTOMATIC TERMINATION -- This rider will automatically terminate:

     1.        if any premium for this rider remains unpaid after the end of the
 grace period; or
     2.   a)   when,  in the case of flexible  premium  policies,  the policy is
  surrendered  or  continued  under the
               Paid-up Life Non-Forfeiture Option, or

          b)   when,  in the case of fixed  premium  policies,  the  policy  is
  surrendered  or  continued  under  any
               non-forfeiture option; or
     3.        when the policy terminates or matures; or
     4.        at policy anniversary nearest age 70 of the Insured.

CANCELLATION -- Upon written request by the owner of the policy, this rider may
be cancelled on any monthly anniversary.

NO DIVIDENDS ARE PAYABLE -- This rider does not participate in our profits or
surplus.

CONSIDERATION -- We have issued this rider in consideration of the application
and payment of the premiums. A copy of the application is attached to the
policy. In the case of flexible premium policies one-twelfth of the annual
premium for the rider will be deducted in the manner specified in the policy. In
the case of fixed premium policies, the annual premium for this rider is shown
in the policy data and is payable as provided by this policy. In either case, no
premium will be payable when this rider terminates.


<PAGE>


Signed for the Company at Los Angeles, California, on the date of issue of the
policy unless a different date is shown here.

Executive Vice President, General Counsel                  President
 And Corporate Secretary

                                  1-032 11-284

<PAGE>

                       AUTOMATIC PREMIUM LOAN ENDORSEMENT

               (FOR POLICIES THAT HAVE A REQUIRED ANNUAL PREMIUM)


<PAGE>




TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY has issued this endorsement as a
part of the policy to which it is attached.

If any portion of the required annual premium remains unpaid at the end of the
grace period, we will make an automatic premium loan, subject to the following:

1.    The policy must have enough net cash value to pay both the required annual
      premium due and the interest due on the automatic premium loan. If the
      policy does not have enough net cash value to pay both the required annual
      premium due and the interest due on the automatic premium loan, the policy
      will lapse (subject to the Nonforfeiture provision).

2.    We will deduct the automatic premium loan and the interest due on it from
      your investment options on a pro-rata basis. We will allocate the
      automatic premium loan to your investment options according to the most
      recent premium allocation election we have received from you. We will
      transfer the automatic premium loan and the interest due on it to the loan
      account.

      The automatic premium loan and the interest due it will be effective on
      the last day of the grace period if that day is a valuation date. If the
      last day of the grace period is not a valuation date, the automatic
      premium loan and the interest due on it will be effective on the next
      valuation date.

3. The automatic premium loan will be subject to all sections of this policy
that pertain to policy loans.

This endorsement will terminate at the end of the required annual premium
period.


<PAGE>




Signed for Transamerica Occidental Life Insurance Company at Los Angeles,
California, and effective on the date of issue of the policy to which this
endorsement is attached.

              Executive Vice President, General Counsel           President
                       And Corporate Secretary

1-002 65-101

<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

               EXTRA SURRENDER PENALTY FREE WITHDRAWAL ENDORSEMENT


<PAGE>


Transamerica Occidental Life Insurance Company has issued this endorsement as
part of the policy to which it is attached.

Wherever the term "Surrender Penalty Free Withdrawal" appears in the policy to
which this endorsement is attached, it is also meant to include the term "Extra
Surrender Penalty Free Withdrawal". There is only one exception; that is in the
section of the policy titled "Surrender Penalty Free Withdrawal", "(a)". That
calculation of the eligible amount for surrender without penalty will NOT
include "Extra Surrender Penalty Free Withdrawals".

                                                      DEFINITIONS

In this endorsement:

EXTRA WITHDRAWAL means Extra Surrender Penalty Free Withdrawal.

WE means Transamerica Occidental Life Insurance Company.

WITHDRAWAL means Surrender Penalty Free Withdrawal.

YOU means the Owner.

This Extra Withdrawal may be taken in addition to the Withdrawal in the policy
to which this endorsement is attached. If requested at the same time, the Extra
Withdrawal will be processed first. Then, the Withdrawal will be processed based
on the remaining accumulation value.

At any time after the first policy year, you may make an Extra Withdrawal
without a partial surrender penalty; the limits are outlined below.

Your Extra Withdrawals may only be taken if we receive written proof that the
Insured requires medical care for one of these conditions: heart attack; stroke;
cancer (malignant tumor); renal failure; or major organ transplant. This proof
will consist of a doctor's certification acceptable to us. We may request
additional medical information from the doctor submitting the certification or
any doctor we deem qualified. While a request is pending, we reserve the right
to obtain a second medical opinion; we also reserve the right to have the
Insured examined at our expense.

The minimum amount of an Extra Withdrawal is $100.

When you request an Extra Withdrawal, we will calculate the maximum amount
eligible for surrender without a Company imposed penalty, as follows:

         1)   10% of the policy's current accumulation value as of the request
date;

less     2)  the sum of all Extra Withdrawals since the last policy anniversary.

The total amount available from all Withdrawals, Extra Withdrawals and partial
surrenders shall not exceed:

         1)   the current accumulation value as of the request date;

less     2)   any existing policy loans;

less     3)   the sum of three monthly deductions;

less     4)   the greater of $25 or the full surrender penalty.



<PAGE>











                              1-005 11-196 PAGE 1


<PAGE>




During any required premium period, the total amount available from all
Withdrawals, Extra Withdrawals and partial surrenders also may not exceed:

         1)   the sum of all gross premiums paid;

less     2)   the sum of all required premiums since the policy date.

     (See # 2 of the Premiums provision in the policy.)

We will process an Extra Withdrawal for the eligible amount. The remainder, if
any, of the amount you request will be processed first as a Withdrawal; any
excess over that amount will be processed as a partial surrender.

We will deduct the amount withdrawn from the policy's accumulation value.


<PAGE>






Signed for Transamerica Occidental Life Insurance Company at Los Angeles,
California on the date of issue of this policy.

Executive Vice President, General Counsel                  President
 And Corporate Secretary

                              1-005 11-196 PAGE 2

<PAGE>

                                             GUARANTEED INSURABILITY RIDER


<PAGE>


Transamerica Occidental Life Insurance Company has issued this rider as a part
of the policy to which it is attached.

Upon written application, we will issue additional insurance on the Insured on
each option date, subject to the provisions of this rider. The maximum amount of
additional insurance that we will issue on each option date is the "Maximum
Amount Per Option" shown for this rider in the policy data.

OPTION DATES -- The policy anniversary nearest the date the Insured attains each
age of 25, 28, 31, 34, 37, and 40 after the rider date of this rider will be a
regular option date. The maximum number of such option dates will be the number
of such anniversaries remaining at the date of this rider.

Alternate option dates will be:

1.   The date the Insured is granted a baccalaureate or higher degree from a
     college or university fully accredited by the accrediting committee of the
     Regional Association for Schools and Colleges in which such college or
     university is located.

2.   The date of marriage of the Insured

3.   The date of birth of a child of the Insured.

4.   The date of the final order of adoption of a child by the Insured.

If additional insurance is issued on an alternate option date, then such
alternate option date will replace one of the regular option dates so that the
number of option dates on which additional insurance is available does not
exceed the maximum number of option dates. Only one alternate option date is
granted with respect to multiple births or adoptions at the same time.

DEFERMENT OF THE OPTION DATES -- If any option date occurs while the Insured is
on active duty in the military, naval or air forces of any country,
international organization or combination of countries or in any civilian
non-combatant unit serving with such forces, such option date will be deferred
to any date selected by the owner within one year after termination of active
duty. A deferred option, however, will not be available beyond the policy
anniversary nearest the Insured's age 40, or after this rider has terminated.

APPLICATION FOR ADDITIONAL INSURANCE -- The Insured must be living when the
written application for the additional insurance is made by the owner of this
policy. The application must be submitted and the initial minimum premium paid
to us within 31 days, before or after, a regular option date, or within 3 months
after an alternate option date. Any additional insurance will become effective
on the option date only if the Insured is then living and only if all conditions
of this rider are met.

The additional insurance applied for may be any plan of level premium, level
face amount whole life or endowment insurance offered by us at the option date
subject to the minimum face amount allowed by us for the plan selected. At least
one plan will be available for issue of the maximum amount per option shown in
the policy data. Any amount not purchased on an option date cannot be used to
increase the amount available on a subsequent option date.

The new policy will not include an option for additional insurance.

WAIVER OF PREMIUM -- If this policy includes a waiver of premium benefit or a
waiver provision rider and if the premium rate for the new policy is not greater
than that for our non-participating whole life plan with premiums payable to at
least age 95, a similar waiver benefit may be included in the new policy. The
premium for such benefit will be at our published rate for the plan selected. We
will use the Insured's age on the date the additional insurance is issued to
determine this rate. The waiver benefit will be issued at the class of risk of
this policy.


<PAGE>



                              1-071 11-186 PAGE 1


<PAGE>




PREMIUM RATES -- The premium for the new policy will be at our published rate at
the time the additional insurance is issued. We will use the Insured's age on
the date the new policy is issued to determine this rate. The new policy will be
issued at the class of risk of this policy.

AUTOMATIC TERMINATION -- This rider will automatically terminate:

1. if any  premium  remains  unpaid  after the end of the grace  period,  unless
premiums  are being paid under an  automatic  premium  payment  provision or the
automatic loan provision; or

2. a) when, in the case of flexible premium policies,  the policy is surrendered
or continued under the Paid-up Life Non-Forfeiture Option (if applicable), or

b) when, in the case of fixed premium  policies,  the policy is  surrendered  or
continued under any non-forfeiture option; or

3.       if the policy matures or terminates; or

4. on policy  anniversary  nearest  age 40 of the  Insured,  or when the maximum
number of options have been exercised, whichever is sooner.

INCONTESTABILITY -- In applying the Incontestability provision of the policy to
this rider, the "date of issue" will be the date this rider is signed by us.

CONTINUATION -- This rider may be continued on a new policy other than the one
issued under this rider subject to the following rules: 1. The "maximum amount
per option" must be less than or equal to the amount for this rider. 2. No
additional option dates will become available because of the change in
insurance. 3. The rates will be determined according to the original issue age
for this policy.

CANCELLATION -- Upon written request by the owner of the policy, this rider may
be cancelled on any premium due date.

NO DIVIDENDS ARE PAYABLE -- This rider does not participate in our profits or
surplus.

CONSIDERATION -- We have issued this rider in consideration of the application
and payment of the premiums. A copy of the application is attached to the
policy. In the case of flexible premium policies one-twelfth of the annual
premium for the rider will be paid in the manner specified in the policy. In the
case of fixed premium policies, the annual premium for this rider is shown in
the policy data and is payable as provided by this policy. In either case, no
premium for this rider will be payable after this rider terminates.

RIDER DATE -- The rider date of this rider will be the policy date of the policy
unless a different rider date is shown here.


<PAGE>




Signed for the Company at Los Angeles, California, and effective on the date the
policy is issued unless a different effective date is shown here.

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











                              1-071 11-186 PAGE 2

<PAGE>

                                            OPTION FOR ADDITIONAL INSURANCE
                                                      ENDORSEMENT


<PAGE>


Transamerica Occidental Life Insurance Company has issued this endorsement as a
part of the policy to which it is attached ("the policy"). There is no premium
payable for this endorsement.

At the request of the Owner to exercise an option under this endorsement, we
will issue additional insurance if all the following conditions are met:

1.   The option date must be the 1st, 2nd and/or 3rd policy anniversary.

2. The Owner must make a written  request to exercise this option within 31 days
before or after the chosen option date.

3. On the chosen  option date,  the policy must be in force and the Insured must
then be living.

4.   The Minimum Initial Premium for the additional insurance must be paid.

5.   If the monthly deductions for the policy are being waived under a
     disability benefit on an option date, this option will not be available.

6. The maximum amount of insurance  available under this endorsement will be the
lesser of:

     a.  The original face amount; or

     b.  $100,000

7.  Exercising an option under this  endorsement  is available  only on policies
with issue ages 0 to 50.

General Provisions

1.   The new policy will be dated and effective on the chosen option date.

2.   Subject to 4. Below, any part of the maximum amount of insurance under this
     endorsement will be available for issue on any of the option dates, but the
     total amount issued on all such dates may not exceed the maximum amount
     under this endorsement.

3.   We will issue to the Owner a new policy of the same type as the policy for
     the additional insurance amount. The monthly deduction for the new policy
     shall be at our then-current rate for such insurance at the time this
     option is exercised. The new policy shall be issued at the class of risk of
     the policy at the Insured's attained age.

4. The face amount of the new policy may not be less than our published  minimum
for the insurance. The new policy shall not contain this endorsement.

5.   The incontestability period in the new policy shall continue from the date
     of issue of the policy and will not start anew. This means that the new
     policy will be contestable for one year if this option is exercised on the
     first policy anniversary, but will not be contestable if this option is
     exercised on the 2nd and/or 3rd policy anniversary. The suicide period in
     the new policy, however, will start anew on the chosen option date.

6.   Unless the Owner requests that it not be included, any waiver provision
     rider on the policy will also be included on the new policy. Any other
     riders on the policy will not automatically be on the new policy, but they
     will be added to the new policy provided the Insured gives us satisfactory
     evidence of insurability.


<PAGE>




Signed for the Company at Los Angeles, California, on the date of issue of this
policy.

        Executive Vice President, General Counsel       President
                 And Corporate Secretary

1-006 47-191


<PAGE>




Request to exercise the Option for Additional Insurance:

I wish to exercise the Option for Additional Insurance for Policy No. .

I understand that the additional insurance will begin when the Minimum Initial
Premium is paid. Please send the necessary application to:


Name


Street


City           State                                                Zip


Owner's Signature                         Date


Mail to Transamerica Occidental Life Insurance Company, Box 512101 Terminal
Annex, Los Angeles, California 90051-9986, or to the agent from whom you
purchased your insurance.

1-006 47-191

<PAGE>

                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                                          OPTION FOR ADDITIONAL INSURANCE
                                                    ENDORSEMENT


<PAGE>


Transamerica Occidental Life Insurance Company has issued this endorsement as a
part of the policy to which it is attached ("the policy"). There is no premium
payable for this endorsement.

At the request of the Owner to exercise an option under this endorsement, we
will issue additional insurance if all the following conditions are met:

1.   The option date must be the 1st, 2nd and/or 3rd policy anniversary.

2. The Owner must make a written  request to exercise this option within 31 days
before or after the chosen option date.

3.   If this option is exercised, we will forward an application and
     authorization. The Insured must sign the authorization and provide answers,
     satisfactory to us, to the following questions:

     a)  Is the Insured now so disabled by sickness or injury as to be unable to
         perform any of the duties of his/her normal job?

     b) Within the past five years, has the Insured had high blood pressure,
heart disease, diabetes, or cancer?

4. On the chosen  option date,  the policy must be in force and the Insured must
then be living.

5.   The Minimum Initial Premium for the additional insurance must be paid.

6.   If the monthly deductions for the policy are being waived under a
     disability benefit on an option date, this option will not be available.

7. The maximum amount of insurance  available under this endorsement will be the
lesser of:

     a.  The original face amount; or
     b.  $100,000

                                                General Provisions

1.   The new policy will be dated and effective on the chosen option date.

2.   Subject to 4. below, any part of the maximum amount of insurance under this
     endorsement will be available for issue on any of the option dates, but the
     total amount issued on all such dates may not exceed the maximum amount
     under this endorsement.

3.   We will issue to the Owner a new policy of the same type as the policy for
     the additional insurance amount. The monthly deduction for the new policy
     shall be at our then-current rate for such insurance at the time this
     option is exercised. The new policy shall be issued at the class of risk of
     the policy at the Insured's attained age.

4. The face amount of the new policy may not be less than our published  minimum
for the insurance. The new policy shall not contain this endorsement.

5. The incontestability and suicide periods in the new policy will start anew on
the chosen option date.

6.   Unless the Owner requests that it not be included, any waiver provision
     rider on the policy will also be included on the new policy, provided the
     Insured is not over 55 when this option is exercised. Any other riders on
     the policy will not automatically be on the new policy, but they will be
     added to the new policy provided the Insured gives us satisfactory evidence
     of insurability.


<PAGE>



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

Executive Vice President, General Counsel                     President
       And Corporate Secretary

1-006 11-100


Request to exercise the Option for Additional Insurance:

I, the Owner, wish to exercise the Option for Additional Insurance for Policy
No. I understand that the additional insurance will be effective the later of
the specified policy anniversary or when the Minimum Initial Premium is paid.
Please send the necessary application to:


Name


Street


City                State                     Zip


Owner's Signature                                               Date


Mail to Transamerica Occidental Life Insurance Company, Box 512101 Terminal
Annex, Los Angeles, California 90051-9986, or to the agent from whom you
purchased your insurance.

1-006 11-100






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