1
         Form TA1031-97
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Here Is Your
Transamerica Occidental Life Insurance Policy

From Transamerica Occidental Life Insurance Company

Please Read it Carefully


This flexible premium variable life insurance policy is a legal contract between
you ("the owner") and Transamerica  Occidental Life Insurance  Company ("we" and
"the Company").  If you pay the required premiums,  we will pay your beneficiary
the net death  benefit when the person you are  insuring  ("the  insured")  dies
prior to the Maturity Date or, if the insured is alive on the Maturity  Date, we
will pay the surrender value to the owner on the Maturity Date.

You may change the amount of  insurance as well as the payments you make subject
to  provisions  of this  policy.  Except as  otherwise  provided  in the paid-up
insurance  option,  you may direct your net payments  into an account that has a
guaranteed  minimum interest rate, and into as many as [seven]  sub-accounts (if
available) of an account that has a rate of return that will vary.
These two accounts are called the Fixed and Variable Accounts.

The value of the  Variable  Account may  increase or decrease  according  to its
investment  results.  For more details,  please see the Variable  Account Policy
Value provision on page 13.

The value in the Fixed  Account  will  accumulate  interest  at a rate set by us
which will not be less than 4% a year.

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  refer to the Death
Benefit provisions and the Policy Value provisions in this policy for additional
information.

There may be little or no surrender value remaining on the final payment date.



Your Right to Examine
This Policy

You have the right to void this  policy by  returning  it to our  Variable  Life
Service Center at 440 Lincoln Street, P.O. Box 3800, Worcester,  MA 01653, or to
one of our authorized representatives by the later of:

         o ten days after receiving it, or

         o 45 days after you sign the application.

 If you return the policy,  it will be void from the date of its issue,  and you
will receive a refund equal to the total of:

o the difference between any payments made, including  fees or other charges,
and the amounts allocated to the Variable Account, and

o the value of the amounts in the Variable  Account on the date the returned  
policy is received at our Variable Life Service Center,
and

o any fees or other charges imposed on amounts in the Variable Account.

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

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[GRAPHIC OMITTED]
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Executive Vice President, General Counsel and Corporate
Secretary

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[GRAPHIC OMITTED]
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President and CEO


Transamerica Occidental Life Insurance Company
Home Office:                        1150 South Olive Street
                                          Los Angeles, CA 90015
Variable Life Service Center:      440 Lincoln Street
                                     P.O. Box 3800
                                    Worcester, MA 01653












 
     Table of Contents
     Cover Page..................................................1
     Specifications Page...................................3
     Riders/Endorsements...............................3
     Monthly Insurance Protection Charges....5
     Important Definitions...............................7
     General Provisions ....................................8
     Information About You and
     the Beneficiary.........................................9
     What You Should Know About
     the Premiums..........................................10
     Information About the Value
     of Your Policy........................................11
     What You Should Know About
     the Variable Account..............................13
     What You Should Know About
     the  Fixed Account..................................14
     What You Should Know About
     Transfers...................................................15
     If You Want to Borrow from Your
     Policy........................................................16
     Details on Surrender and
     Partial Withdrawals..................................16
     What You Should Know About
     the Death Benefit...................................18
     Paid-Up Insurance Option......................20
     Payment of Benefits...............................21



     Alphabetical Index
     Addition, Deletion or Substitution
     of Investments.........................................14
     Allocation of Payments..........................11
     Assignment..............................................9
     Basis of Value of Fixed Account...........15
     Beneficiary...............................................9
     Decrease in Face Amount......................20
     Entire Contract........................................8
     Fixed Account.......................................14
     Fixed Account Policy Value..................15
     Foreclosure............................................16
     Increase in Face Amount.......................19
     Lapse......................................................10
     Loans on Policy.....................................16
     Misstatement of Age or Sex.....................8
     Monthly Insurance Protection Charge.....5
     Net Death Benefit................................18
     Net Investment Factor............................13
     Owner......................................................9
     Paid-Up Insurance Option......................20
     Partial Withdrawals................................17
     Payment Options....................................21
     Policy Value...........................................11
     Postponement of Payment......................17
     Preferred Loan Option...........................16
     Premium Grace Period......................... 10
     Premiums................................................10
     Protection of Benefits...............................8
     Reinstatement.........................................11
     Right to Contest Policy...........................8
     Right to Examine....................................1
     Suicide Exclusion....................................8
     Surrender..............................................16
     Transfers...............................................15
     Valuation Dates and Periods.................14
     Variable Account.................................13
     Variable Account Policy Value............13












Form 9031-97                                                             TA
                                                                4
         Form 9031-97                                                     TA






Who is Insured and For How
 Much?
- ---------------------

                                 Owner's Name:  John Doe

                               Insured's Name:  John Doe

                       Insured's Age at Issue:  35

                           Underwriting Class:  Standard Male Non-Smoker

                                Policy Number:  12345

                          Initial Face Amount:  $100,000

                                Date of Issue:  June 1, 1997

                      Monthly Processing Date:  On the 1st day of each month

                      Your                      Final  Payment  Date:   June  1,
                                                2062. Coverage will expire prior
                                                to the final payment date if the
                                                surrender  value is insufficient
                                                to  continue  coverage  to  such
                                                date.   Please   refer   to  the
                                                Premium  Grace Period and Policy
                                                Lapse  provision  on page 10 for
                                                more information.
     The Death Benefit Option You Have Chosen:
                                                Level Death Benefit Option - The
                                                death  benefit  will be the face
                                                amount  of  your  policy  if the
                                                insured  dies on or  before  the
                                                Final   Payment   Date.  As  the
                                                policy  value   increases,   the
                                                insurance    protection   amount
                                                decreases,   keeping  the  death
                                                benefit   level.   (  But,   see
                                                Required Minimum Amount of Death
                                                Benefit provision on page 19.)
- -
           Additional Insurance Benefits

           Living Benefits Rider
           Waiver of Payment Rider
           Children's Insurance Rider
           Guaranteed Insurability Rider
           Guaranteed Death Benefit Rider

           Your Maximum Payment

           Federal tax laws limit the amount you may pay into
           your policy.  These limits are based upon the amount 
   Guideline Single Premium: $14,733.71
           of your insurance coverage and your age, sex, and
           underwriting class at the date the policy is issued.   
 Guideline Level Premium: $1,289.52
           They are called Guideline Premiums.  Your payments may not exceed the
           greater of the guideline single premium or the total of the guideline
           level premiums.



The Charges You Will Pay


     Payment Expense Charge:  [ 4%] of each payment to cover federal,  state and
     local taxes,  and certain sales and  administrative  costs; see page 11. We
     reserve the right to increase or decrease this charge to reflect changes in
     federal, state and local taxes.


     Monthly Insurance Protection Charge:  See pages 5 and 12.


     Surrender  Charge for Initial Face  Amount:  If you  surrender  this policy
     during the first 10 policy years, you will be charged a surrender charge as
     shown below:

     Year                        Surrender Charge
       --------------------------- ----------------------------

       1                           $1,276
       2                           $1,148
       3                           $1,020
       4                           $893
       5                           $765
       6                           $638
       7                           $510
       8                           $382
       9                           $255
       --------------------------- ----------------------------
      10                           $127

     Partial Withdrawal Transaction Charges: If you withdraw part of your funds,
     you will pay a  transaction  charge of $25 or 2% of the  amount  withdrawn,
     whichever  is  less.  You  may  also  pay a  charge  of 5% on any  "excess"
     withdrawal;  this charge will not be higher than the surrender charge;  see
     page 16.

     Change in Face Amount: If you increase the face amount of this policy,  you
     will pay a $40 transaction  charge. If you decrease the face amount of this
     policy, you will pay $40 plus part of the surrender charge; see page 19.


     Statement  of  Projected  Values  Charge:  You may be  charged a fee of u
 to $25 if you  request a  statement  of
     projected values.

     Allocation  Change  Charges:  You may be  charged a fee of up to $25 if you
     change the sub-accounts from which monthly insurance protection charges are
     deducted.  You may also be  charged a fee of up to $25 if you  change  your
     allocations for net payments.

     Transfer  Charge:  You may make 12  transfers  in any  policy  year free of
     charge. After 12 transfers,  you may be charged up to $25 to transfer funds
     from one account to another; see page 15.

     Variable Account Mortality and Expense Risk Charge:  You will be assessed a
     daily charge on the daily net asset value of the  Variable  Account for the
     mortality  and expense  risks assumed by us. This daily charge is currently
     at a rate equivalent to [.65%] on an annual basis and may not exceed a rate
     equivalent to .80% on an annual basis.

     Variable Account  Administration Charge: You will be charged a daily charge
     at a rate  equivalent  to .15% on an  annual  basis on the  daily net asset
     value of the Variable Account for a period not to exceed 20 policy years.

     Minimum Monthly Payment: A monthly amount of $43.40 is used to determine if
     your  policy  will  lapse  within  48  months  of the date of issue of your
     policy. If you increase or decrease the face amount, add or delete a rider,
     or change the smoking class of the policy this monthly  amount will change.
     The new amount will be used to  determine  if your policy will lapse within
     48 months of the date of issue, except that if you increase the face amount
     of the policy, the new amount will be used to determine if your policy will
     lapse within 48 months of the date of the face amount increase.









            Your Monthly Insurance Protection Charges are Guaranteed
                     Never to Go Higher Than the Following:




                    Insurance                 Waiver of                              Insurance                    Waiver of
             Protection Rate ($) Per           Payment                        Protection Rate ($) Per              Payment
   Age               $1,000              Rate ($) Per $1,000        Age               $1,000                 Rate ($) Per $1,000
- ----------- -------------------------- ------------------------- ----------- -------------------------- -------------------------
- ----------- -------------------------- ------------------------- ----------- -------------------------- -------------------------

                                                                          
   [35                0.14                       0.05                70                 2.94
    36                0.14                       0.05                71                 3.26
    37                0.15                       0.05                72                 3.63
    38                 0.16                      0.05                73                 4.05
    39                0.17                       0.05                74                 4.54
    40                0.19                       0.05                75                 5.06
    41                0.20                       0.06                76                 5.62
    42                0.22                       0.06                77                 6.21
    43                0.23                       0.06                78                 6.83
    44                0.25                       0.06                79                 7.49
    45                0.27                       0.06                80                 8.22
    46                0.29                       0.07                81                 9.05
    47                0.32                       0.07                82                 9.99
    48                0.34                       0.08                83                11.07
    49                0.37                       0.08                84                12.26
    50                0.41                       0.09                85                13.55
    51                0.44                       0.10                86                14.91
    52                0.48                       0.11                87                16.34
    53                0.53                       0.12                88                17.80
    54                0.59                       0.13                89                19.33
    55                0.65                       0.15                90                20.94
    56                0.72                       0.17                91                22.66
    57                0.79                       0.18                92                24.57
    58                0.87                       0.20                93                26.76
    59                0.96                       0.22                94                29.63
    60                1.06                       0.14                95                33.93
    61                1.17                       0.14                96                41.27
    62                1.29                       0.14                97                56.03
    63                1.43                       0.14                98                83.33
    64                1.60                       0.14                99                83.33]
    65                1.78
    66                1.97
    67                2.18
    68                2.41
    69                2.66
- ----------- -------------------------- ------------------------- ----------- --------------------------










                                                  Paid Up Insurance Table
                                          Table of Guaranteed Net Single Premiums
                                                  Per $1,000 of Insurance

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

                   Age                  Net Single Premium ($)                   Age                  Net Single Premium ($)
       ----------------------------- ------------------------------ ------------------------------ ------------------------------
       ----------------------------- ------------------------------ ------------------------------ ------------------------------

                                                                                                     
                   [35                          197.08                           70                           624.87
                    36                          204.57                           71                           639.93
                    37                          212.41                           72                           654.65
                    38                          220.53                           73                           669.34
                    39                          228.93                           74                           683.74
                    40                          237.63                           75                           697.71
                    41                          246.55                           76                           711.28
                    42                          255.81                           77                           724.44
                    43                          265.32                           78                           737.25
                    44                          275.20                           79                           749.77
                    45                          285.38                           80                           762.04
                    46                          295.87                           81                           774.03
                    47                          306.69                           82                           785.69
                    48                          317.79                           83                           796.94
                    49                          329.27                           84                           807.66
                    50                          341.07                           85                           817.83
                    51                          353.13                           86                           827.45
                    52                          366.57                           87                           836.59
                    53                          378.32                           88                           845.35
                    54                          391.35                           89                           853.90
                    55                          404.60                           90                           862.38
                    56                          418.12                           91                           870.99
                    57                          431.87                           92                           879.97
                    58                          445.87                           93                           889.58
                    59                          460.11                           94                           900.15
                    60                          474.57                           95                           911.96
                    61                          489.21                           96                           925.13
                    62                          504.03                           97                           939.68
                    63                          519.02                           98                            955.52
                    64                          534.12                           99                           973.33]
                    65                          549.22
                    66                          564.33
                    67                          579.47
                    68                          594.62
                    69                          609.75

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










                                                            21
         Form TA1031-97
                                                   Important Definitions






Age means how old the  insured is on the  birthday  closest to the date of issue
and, subsequently, to the policy anniversary.

Assignee  is the  person to whom you have  transferred  your  ownership  of this
policy.

Company means Transamerica  Occidental Life Insurance Company,  also referred to
as we, our, and us. Our telephone number is [1-800-782-8315].

Date of issue is stated on page 3. Policy months,  years and  anniversaries  are
measured from this date.

Evidence of insurability is the information, including medical information, that
we use to decide  whether to issue the  requested  coverage,  to  determine  the
underwriting  class for the person insured,  or to determine  whether the policy
may be reinstated.

Face amount is the amount of insurance  you elect to buy in the  application  or
enrollment form and which we agree to issue.  The face amount is shown on page 3
of the policy.  The death benefit is based on the face amount; see the Net Death
Benefit provisions beginning on page 18.

Final  payment  date is the  policy  anniversary  nearest  the  insured's  100th
birthday.  No payments may be made by you after this date. No monthly  insurance
protection  charges  will be  deducted  from the policy  value  after this date.
Generally,  the net death  benefit after this date will equal 101% of the policy
value minus any outstanding loan, except as otherwise provided in the Guaranteed
Death Benefit Rider.

Insurance protection amount is the death benefit minus the policy value.

Maturity Date is the policy anniversary nearest age 115.

Monthly  insurance  protection  charge is the amount of money we deduct from the
policy value each month to pay for the insurance and any riders; see page 12 for
more details.

Monthly processing date is the day of the month the monthly insurance protection
charge is deducted from the policy value. This date is shown on page 3.

Net payment is your payment to us less the payment  expense charge shown on page
4.

Outstanding  loan means all unpaid  policy loans plus interest due or accrued on
such loans.


Policy change means any change in the face amount,  the underwriting  class, the
addition or deletion of a rider, or a change in the death benefit option.

Policy  value is the sum of the  values in the  Variable  Account  and the Fixed
Account.

Premium means a payment you must make to keep the policy in force.

Variable Life Service  Center means our office  located at 440 Lincoln St., P.O.
Box 3800, Worcester, MA 01653.

Pro rata refers to an allocation  among the sub-accounts of the Variable Account
and the Fixed Account. A pro rata allocation will be in the same proportion that
the policy  value in each  sub-account  of the  Variable  Account and the policy
value in the Fixed Account have to the total policy value net of any outstanding
loans.

Rider is an  optional  benefit  which may be added to your  policy and which may
require an additional charge.

Specification pages contain information specific to your policy, and are located
after the Table of Contents in your policy.

Sub-accounts are subdivisions of the Variable Account  investing  exclusively in
the shares of one or more Funds.

Surrender  Value is the policy  value less any  surrender  charges  and less any
outstanding loans.

Underwriting class means the insurance risk classification that we assign to the
insured based on the  information in the  application or enrollment form and any
other  evidence of  insurability  we obtain.  The insured's  underwriting  class
affects the monthly  insurance  protection charge and the amount of the payments
required to keep the policy in force.

Written request is a request you make in writing in a form which is satisfactory
to us and which is filed at our Variable Life Service Center.

You or your means the owner of this policy as shown in the application or in the
latest change filed with us.







                               General Provisions






Entire Contract:  We have issued this policy in consideration of the application
and your initial premium payment. A copy of the application is attached and is a
part  of  this  policy.  The  entire  contract  also  includes:  a  copy  of any
application to increase the face amount or to change to a different underwriting
class; any new  specification  pages;  and any  supplemental  pages. 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  statements  made by or for the insured to
deny a claim unless the statement is in an  application  and an  application  is
attached to this policy when it is issued or delivered.  Our representatives are
not permitted to change this policy or extend the time for paying premiums. Only
our  President or a Vice  President  together  with our Secretary may change the
provisions of this policy, and then only in writing.

Our Right to Contest the Policy is Limited:  A contest is any action taken by us
to cancel your  insurance or deny a claim based on untrue or incomplete  answers
in your  application.  Except for fraud or nonpayment  of premiums,  this policy
will be  incontestable  after it has been in force  during the  lifetime  of the
insured for two years from the date of issue.  This  provision does not apply to
any riders providing benefits specifically for disability or death by accident.

If the policy's  total face amount is increased,  or the  underwriting  class is
changed at your request,  we cannot  contest the increase or change after it has
been in force for 2 years from the effective date and the insured is alive.

Nonparticipating:   No insurance dividends will be paid on this policy.

Adjustment of Cost Factors: We determine the monthly insurance protection charge
and Fixed Account  interest  rates which are used to calculate the policy value,
subject to the guarantees noted in this policy.

We will determine the rate for the monthly insurance  protection charge for each
policy month on the monthly  processing date for that policy month.  The monthly
insurance  protection rates will depend on: the insured's gender;  the insured's
smoking status; the insured's class of risk; the number of years that the policy
has been in force; and the insured's age.

A table of guaranteed maximum monthly insurance  protection charge rates for the
base  policy  is shown on page 5. We may use  rates  lower  than the  guaranteed
maximum monthly



insurance protection charge rates.  We will never use higher
rates.

Any change in the rates for monthly insurance  protection  charges will apply to
all policies in the same underwriting  class,  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.

Suicide Exclusion:  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
payments made to us less any  outstanding  loans and amounts  withdrawn.  If the
face amount is increased at your request,  and then the insured  commits suicide
within two years,  while sane or insane,  we will not pay the increased  amount.
Instead the beneficiary will receive the monthly  insurance  protection  charges
paid for this increase, plus any net death benefit otherwise payable.

Misstatement  of Age or Sex:  If the  insured's  age or sex is not  correctly 
 stated,  we will  adjust the death  benefit.
This amount will be:

o     the policy value, plus

o the  insurance  protection  amount that would have been  purchased by the last
monthly insurance protection charge using the correct age and sex.

No adjustment will be made if:

o     the insured dies after the final payment date; or

o     the underwriting class is unisex and there has been a misstatement only 
of  sex.

Protection of Benefits:  To the extent allowed by law, the benefits  provided by
this policy cannot be reached by the beneficiary's creditors. No beneficiary may
assign, transfer,  anticipate or encumber the policy value or benefit unless you
give them this right.

Periodic  Report:  We will  mail a report  to you at your  last  known  address
  at least  once a year.  This  report  will
provide the following information:

o     death benefit;

      policy values in each sub-account and in the Fixed Account;

      the value of the policy if it is surrendered;

      payments made by you and the monthly insurance protection charges 
deducted by us since the last report; and

o         outstanding loan and any other information required
         by law.

Termination of Policy -- This policy will terminate at the earliest of:

1.   The date we receive your written request to surrender or     
       terminate;

2.   The Maturity Date; or

3. The date of lapse or foreclosure.







                    Information About You and the Beneficiary







Owner:  The insured is the owner of this policy  unless  another  person  (which
could include a trust, corporation,  partnership, etc.) is named as owner in the
application.  The owner may change the  ownership  of this  policy  without  the
consent of any beneficiary.  Whenever the face amount of insurance is increased,
the insured must agree.

Assignment:  You may change the  ownership  of this policy by sending us a
written  request.  An absolute  assignment  will
transfer ownership of the policy from you to another person called the assignee.

You may also assign this policy as  collateral  to a  collateral  assignee.  The
limitations on your ownership rights while a collateral  assignment is in effect
are specified in the assignment.

We will  not be bound  by an  assignment  unless  it has  been  recorded  at our
Variable Life Service Center.  When recorded,  it will take place as of the date
it was signed by you. Any rights  created by the  assignment  will be subject to
any payments made or actions  taken by us before the change is recorded.  We are
not responsible  for assuring that any assignment or any assignee's  interest is
valid.

Beneficiary:  The  beneficiary  is the person you name to receive  the net death
benefit. The beneficiary's interest will be affected by any assignment you make.
If you  assign  this  policy as  collateral,  all or a portion  of the net death
benefit will first be paid to the collateral assignee;  any money left over from
the amount due the assignee will go to those otherwise entitled to it.





Your choice of  beneficiary  may be revocable or  irrevocable.  You may change a
revocable  beneficiary  at any  time  by  written  request;  but an  irrevocable
beneficiary  must  agree  to any  change  in  writing.  You  will  also  need an
irrevocable  beneficiary's  permission  to  exercise  other  rights and  options
granted  by  this  policy.  Unless  you  have  asked  otherwise,  this  policy's
beneficiary will be revocable.

Any change of the  beneficiary  must be made while the  insured is living.  This
change will take place on the date the request is signed, even if the insured is
not living on the day we receive  it. Any rights  created by the change  will be
subject to any payments  made, or actions  taken,  before we receive the written
request.

If a  beneficiary  dies before the  insured,  his or her interest in this policy
will pass to any surviving beneficiaries in proportion to their share in the net
death benefit,  unless you have requested  otherwise.  If all  beneficiaries die
before the insured, the net death benefit will pass to you or your estate.

Common  Disaster  Option:  The  common  disaster  option  may be  elected in the
application or later by written  request.  If the common  disaster  option is in
effect  on the date of the  insured's  death,  the  beneficiary  must be alive a
certain  number of days  following  the  insured's  date of death in order to be
entitled to receive a benefit;  otherwise  we will pay the net death  benefit as
though the  beneficiary  died before the  insured.  The number of days which the
beneficiary  must live after the  insured's  death is  selected  by you when you
elect the common disaster option.










                     What You Should Know About the Premiums






Premiums:  This policy will not be in force until the first full premium is paid
to us.  Additional  payments  may be made to us at any time  through  the  final
payment  date,  but  before  the date of death  of the  insured  or the date the
paid-up  insurance  option is  exercised.  Payments  must be sent  either to our
Variable Life Service Center or to our authorized representative.

If you request it in writing,  we will send you a signed  receipt after payment.
The payment  amount  which must be paid to keep the policy in force is described
in the Premium Grace Period and Policy Lapse provision.

Maximum  Payment  Limits:  We may limit the  amount  you pay to us in any policy
year. This limit will not be less than the guideline level premium; however, the
sum of all payments made from the issue date, minus any partial withdrawals, may
not be more than the greater of:

o         the guideline single premium, or

o         the sum of the guideline level premiums on the date of   payment.


The guideline premium limits are shown on page 3. These premium limitations will
not apply if they prevent you from paying us enough to keep the policy in force.

Guideline  premium limits are  determined  according to rules in the federal tax
law, and will be adjusted as that law changes.

If the payments made exceed the amount  allowable for this policy to continue to
qualify as a life insurance  contract under Section 7702 of the Internal Revenue
Code and the regulations  thereunder,  as applicable to this policy from time to
time, we will remove the excess  amount of payments  made from the policy,  with
interest.  Such an excess  amount  could occur,  for  example,  as a result of a
partial withdrawal or other change in the benefits or terms of the policy, since
the guideline premium limit allowable for the policy may be reduced. The portion
of the payment that cannot be accepted as premium will be applied  first against
any outstanding policy loans. We will refund to you any excess amount (including
interest) not later than 60 days after the end of that policy year.

The amount  refundable will not exceed the surrender value of the policy. If the
entire  surrender  value is refunded,  we will treat the  transaction  as a full
surrender of your policy.



Premium  Grace  Period  and  Policy  Lapse:  We will  send you a notice  if your
payments and  surrender  value are not enough to keep the policy in force.  Your
policy will continue for 62 days from the date contained in the notice, which is
the grace period.

The first day of the grace  period is called the date of  default.  We will send
the notice to your last known address, or to the person you name to receive this
notice,  showing the due date and the amount of premium you must pay to keep the
policy in force.

The date when the grace period begins and the amount you must pay depends on how
long the policy has been in force and whether  there have been any  increases in
the face amount.

Beginning  on the date  this  policy  is  issued  or the  effective  date of any
increase in the face amount,  whichever is later, and continuing for the next 47
monthly  processing  dates,  the grace period will begin when both the following
conditions occur:

(a)      the surrender value is less than the amount needed to    pay the next
monthly insurance protection charge; and

(b)  the  sum  of  the  payments  made  minus  any  outstanding  loans,  partial
withdrawals  and  withdrawal  charges  since the latest of the  following  three
dates:

         o     the date this policy is issued, or

         o     the effective date of any increase in the face      amount, or

         o      the date of any policy change which changes the        
minimum monthly payment;

         is less than the minimum  monthly  payment  multiplied by the number of
months which have elapsed since that date.

Thereafter,  the grace  period  will begin if the  surrender  value on a monthly
processing date is less than the amount needed to pay the next monthly insurance
protection charge plus any loan interest accrued.

The minimum monthly payment,  which is shown on page 4, may change if the policy
is changed; it will be listed in new specification pages provided to you.

The death  benefit  during  the grace  period  will be  reduced  by any  overdue
charges.  The policy will lapse if the amount shown in the notice remains unpaid
at the end of the grace period. The policy terminates on the date of lapse.

Reinstatement:  If this policy has lapsed or has been  foreclosed for failure to
pay loan  interest,  and has not been  surrendered,  it may be restored  (called
"reinstated"  in this  policy)  within  three years after the date of default or
foreclosure  and before the Maturity  Date. We will  reinstate the policy on the
monthly processing date following the day we receive all of the following items:

o         a written application for reinstatement,

o         evidence of insurability satisfactory to us, and

o         a payment large enough to keep the policy in force for   three months.

You may  repay or  reinstate  any  outstanding  loan on the date of  default  or
foreclosure.

Your  reinstatement  premium  will be allocated  to the Fixed  Account  until we
approve  your  application,  at which time we will  transfer  the  reinstatement
premium,  plus accrued interest, as you directed in your last payment allocation
request.

The date of reinstatement is the later of the date we approve the  reinstatement
application  or the date the  payment  required  to  reinstate  this  policy  is
received by us. The policy value on the reinstatement date is:

o         the net payment to reinstate the policy, including the   interest 
     earned from the date we received your
payment; plus


o an amount equal to the policy value less any  outstanding  loan on the default
date, to the extent that the outstanding  loan is less than the surrender charge
on the reinstatement date; less

o         the monthly insurance protection charge due on thereinstatement date.

The surrender  charge on the  reinstatement  date is the charge which would have
been in effect if the policy had remained in force from the date it was issued.

Reinstatement  of  Paid-Up  Insurance:  If this  policy  is in force as  paid-up
insurance  and later  terminates  for failure to pay policy loan  interest,  the
paid-up insurance may be reinstated during the insured's  lifetime,  but no more
than three years after the date of foreclosure  and before the Maturity Date, by
providing us with the following:

o         evidence of insurability satisfactory to us;  and

o payment or  reinstatement  of the outstanding loan on the date of the default.
Interest is payable on this outstanding loan from the date of termination to the
date of reinstatement at the interest rate of 8% per year.

The date of reinstatement is the later of the date we approve the  reinstatement
application  or the date the  payment  required  to  reinstate  this  policy  is
received by us. The death benefit of the  reinstated  paid-up  insurance will be
the same as the death benefit on the date of termination.







                   Information About the Value of Your Policy






Net Payment and  Allocation of New Payments:  A net payment is a payment made to
us reduced by the payment  expense  charge.  This charge is based,  in part,  on
local, state and federal taxes we must pay. The charge is shown on page 4.

Each net payment will be added to the policy value. The policy value consists of
the total of the values in the Variable Account and the Fixed Account.

You may allocate the net payment to:

o         any of the sub-accounts which are available at the time  the  payment
 is made; and/or

o         the Fixed Account.

The Company reserves the right to limit the number of sub-
accounts which are available at one time, but in no event will this be less than
7.  All  percentage  allocations  must  be in  whole  numbers,  with  the  total
allocation to all selected  accounts  equaling 100%. A processing  charge may be
made for  changing the net payment  allocation.  The maximum  charge  allowed is
shown on page 4, " Allocation Change Charges."

Allocation of Initial  Payments:  If you make a payment with your application or
at any time before the policy is  approved  for issue by us, we may put that net
payment into the Fixed  Account on the date we receive it at our  Variable  Life
Service  Center.  Not later than two days after the date this policy is approved
for issue by us,  the  policy  value you  elected to  allocate  to the  Variable
Account will be  transferred  from the Fixed Account to either the  sub-accounts
you have  selected or to the Money  Market  sub-account.  In any event,  we will
transfer any Variable Account policy values from the Money Market sub-account to
the  sub-accounts  you have selected not later than the expiration of the period
during  which you may  exercise  your right to examine this policy and request a
refund of your payments.

Monthly  Insurance  Protection  Charge:  Beginning  on the date  this  policy is
issued,  and through the final payment date, we will deduct a monthly  insurance
protection charge from the policy value.  Except as otherwise  prescribed in the
paid-up insurance  option,  you may choose a sub-account from which this monthly
charge will be deducted.  If you do not make a choice, we will deduct the charge
pro rata. If the  sub-account you choose does not have enough funds to cover the
charge,  we will deduct the charge as if you had not made any choice. We reserve
the right to charge for  changes  made to the  sub-accounts  from which  monthly
insurance  protection charges are deducted.  The maximum charge allowed is shown
on page 4, "Allocation Change Charges."

Charges allocated to the Fixed Account will be deducted on a last-in,  first-out
basis. This means that we use the most recent payments to pay the fees.

The monthly insurance protection charge equals the sum of the charges that apply
to:

o         the initial face amount, plus

o         each increase in the face amount, plus

o         any rider benefits.

We will  determine  the monthly  insurance  protection  charge  each month.  Any
changes in this  charge  will  apply to all  policies  in the same  underwriting
class. If you decrease the face amount of the policy, we will adjust the monthly
insurance  protection  charge  according to the Benefit Change provision on page
19.

The monthly insurance  protection charge for the initial face amount will not be
more than (1) multiplied by (2) where:

     (1) is the insurance protection rate shown for the insured's age in the 
Table on page 5; and

     (2) is the initial face amount divided by 1,000.

For the purposes of this  calculation,  if the Level Death  Benefit  Option (see
page 19) is in effect,  the  initial  face  amount will be reduced by the policy
value,  minus charges for rider benefits at the beginning of the month,  but not
less than zero.

If you increase the face amount, the monthly insurance protection charge for the
amount of the increase will not be more than (3) multiplied by (4) where:

     (3) is the insurance  protection  rate  applicable  to the  increased  face
amount for the insured's age; and

     (4) is the amount of the increase in the face amount divided by 1,000.

For purposes of this calculation, if the Level Death Benefit Option is in effect
and the policy value is higher than the initial face amount,  the excess  policy
value,  minus charges for rider benefits at the beginning of the month,  will be
used to  reduce  any  increases  in the face  amount  in the  order in which the
increases were issued.

If the death benefit is the "guideline  minimum death benefit"  required for the
policy to qualify as life  insurance  under the  federal tax law ( see page 19),
the monthly  insurance  protection  charge for the portion of the death  benefit
which  exceeds the face amount  (i.e.,  initial face amount plus any  increases)
will not be higher than (5) multiplied by (6) divided by 1,000 where:

     (5) is the insurance protection rate applicable to the initial face amount;
and

     (6) is the death benefit less:

         o          the greater of the face amount or the  policy        value 
  if the Level Death Benefit Option is in
         effect, or

                 o          the face amount plus the policy value, if the    
  Adjustable  Death Benefit  Option (see page 19)
         is in effect.

Insurance  Protection  Rates:  The cost of  insurance  rate  includes an expense
factor  and a  mortality  factor.  The  expense  factor  covers a portion of our
acquisition costs, taxes, and administrative  expenses.  The mortality factor is
based on the insured's:

o         age,

o         sex (unless this policy is issued in a unisex class as      
  indicated on the specification pages); and

o         underwriting class.

The guaranteed rates are based on:

o the Commissioners  Ultimate 1980 Standard Ordinary  Mortality Table,  Male, or
Female,  or Table B for unisex  risks  (Smoker or  Non-Smoker  versions of these
tables  are used if the  insured  is over 17 years of age on the date of issue),
and

o         appropriate increases in such tables for non-standard         risks.

The insurance  protection  rates actually  charged will never be higher than the
guaranteed rates. We will review the actual insurance  protection rates for this
policy whenever we change .

these rates for new policies.  In any event, rates will be
 reviewed not more often than once each year, but not less than
once in a five-year period.






                 What You Should Know About the Variable Account






Variable  Account:  The value of your policy  will vary if it is funded  through
investments  in the  sub-accounts  of the  Variable  Account.  This  account  is
separate from our Fixed Account.  We have  exclusive and absolute  ownership and
control of all assets,  including those in the Variable  Account.  However,  the
portion of assets in the Variable  Account equal to the reserves and liabilities
of the  policies  which are  supported  by this account will not be charged with
liabilities that come from any other business we conduct.

This account,  which we established to support variable life insurance policies,
is  registered  with the  Securities  and  Exchange  Commission  (SEC) as a unit
investment  trust under the Investment  Company Act of 1940. It is also governed
by the laws of the State of California.

This account has several sub-accounts.  Each sub-account invests its assets in a
separate series of a registered investment company (called a "Fund"). We reserve
the right,  when the law allows,  to change the name of the Variable  Account or
any of its  sub-accounts.  You  will  find a list  in  your  application  of the
sub-accounts in which you may invest.

Variable  Account  Policy  Value:  Not later  than two days  after the date this
policy is approved  for issue by us, the policy value you elected to allocate to
the Variable  Account may be  transferred  from the Fixed  Account to either the
sub-accounts  you have  selected  or to the Money  Market  sub-account.  We will
transfer the Variable Account policy values from the Money Market sub-account to
the  sub-accounts  you have selected not later than the expiration of the period
during  which you may  exercise  your right to examine this policy and request a
refund of your payments. Net payments made thereafter which are allocated to the
sub-accounts will purchase additional units of the sub-accounts.

The number of units purchased in each sub-account is equal to the portion of the
net payment allocated to the sub-account, divided by the value of the applicable
unit as of the  valuation  date the  payment is received  at our  Variable  Life
Service  Center or on the date  value is  transferred  to the  sub-account  from
another  sub-account or the Fixed Account.  If we receive your payment on a date
which is not a valuation  date, we will use the value of the applicable  unit on
the first valuation date following the date we receive your payment to determine
the number of units that the net payment will purchase.

The number of units will remain fixed  unless (1) changed by a subsequent  split
of unit  value,  or (2)  reduced  because of a transfer,  policy  loan,  partial
withdrawal,  withdrawal charge, transaction charge, monthly insurance protection
charge  deduction,  surrender or surrender  charge allocated to the sub-account.
Any transaction  described in (2) will result in the cancellation of a number of
units  which  are  equal in  value to the  amount  of the  transaction.  On each
valuation  date we will value the assets of each  sub-account in which there has
been  activity.  The policy value in a  sub-account  at any time is equal to the
number of units  this  policy  then has in that  sub-account  multiplied  by the
sub-account's  unit  value.  The  value  of a unit for any  sub-account  for any
valuation period is determined by multiplying that  sub-account's unit value for
the immediately  preceding valuation period by the net investment factor for the
valuation  period for which the unit value is being  calculated.  The unit value
will  reflect the  investment  advisory fee and other  expenses  incurred by the
registered investment companies.

Net Investment Factor: This measures the investment performance of a sub-account
during the valuation  period that has just ended.  The net investment  factor is
the result of (a) plus (b), divided by (c), minus (d) and minus (e) where:

     (a)  is  the  net  asset  value  per  share  of a Fund  share  held  in the
     sub-account determined at the end of the current valuation period,

     (b) is the per share amount of any  dividend or capital gain  distributions
made by the Fund on shares held in the  sub-account  if the  "ex-dividend"  date
occurs during the currenvaluation period,

     (c)  is  the  net  asset  value  per  share  of a Fund  share  held  in the
sub-account  determined  as of the end of the  immediately  preceding  valuation
period;

     (d) is a charge for mortality  and expense  risks in the valuation  period.
     The current mortality and expense risk charge is shown on the specification
     pages. The mortality and expense risk charge may be increased or decreased,
     but it will never exceed the maximum rate shown on the specification pages;
     and






     (e) is an  administration  charge for the  valuation  period.  The  current
administration  charge is shown on the specification  pages. The  administration
charge  may  be  decreased,  but  will  never  exceed  the  rate  shown  on  the
specification pages. The administration  charge period will not exceed 20 policy
years.

Since the net investment factor may be more or less than one, the unit value may
increase  or  decrease.  You bear the  investment  risk.  We  reserve  the right
(subject to any required  regulatory  approvals)  to change the method we use to
determine the net investment factor.

Valuation  Dates and  Periods:  A  valuation  date is each day that the New York
Stock  Exchange  (NYSE) is open for business and any other day in which there is
enough  trading in the Variable  Account's  underlying  portfolio  securities to
materially affect the value of the Variable  Account.  A valuation period is the
period between valuation dates.

Addition,  Deletion  or  Substitution  of  Investments:  We may not  change  the
investment  policy of the Variable Account without the approval of the Insurance
Commissioner of California.  This approval process is on file with the Insurance
Commissioner of your state.

We reserve the right,  subject to  compliance  with  applicable  law, to add to,
delete  from,  or  substitute  for the  shares  of a Fund  that  are held by the
Variable Account or that the Variable Account may purchase.  We also reserve the
right to eliminate  the shares of any Fund if they are no longer  available  for
investment,  or if we believe  investing  more in any eligible Fund is no longer
appropriate for the purposes of the Variable Account.



We will  notify  you before we  substitute  any of your  shares in the  Variable
Account.  However,  this will not prevent the Variable Account from buying other
shares of underlying securities for other series or classes of policies, or from
permitting  a conversion  between  series or classes of policies or contracts if
holders   request  it,   subject  to  compliance   with  any  state  or  federal
requirements.

We reserve the right to establish other sub-accounts, and to make them available
to any class or series of policies as we think appropriate. Each new sub-account
would  invest in a new  investment  company  or in shares  of  another  open-end
investment  company.  We also reserve the right to eliminate or combine existing
sub-accounts  of  the  Variable  Account  and to  transfer  the  assets  between
sub-accounts, when allowed by law.

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

Federal Taxes: If we must pay taxes on the Variable Account,  we will charge you
for that tax.  Although the account is not now taxable,  we reserve the right to
make a charge for taxes if the account becomes taxable.

Splitting of Units: We reserve the right to split the value of a unit, either to
increase or decrease  the number of units.  Any  splitting of units will have no
material effect on policy benefits.






                  What You Should Know About the Fixed Account






Fixed Account:  The Fixed Account is a part of our General Account.  The General
Account  consists of all assets  owned by us,  other than those in the  Variable
Account  and other  separate  accounts.  Except as limited by law,  we have sole
control over the investment of these General  Account  assets.  You do not share
directly in the investment experience of the General Account, but are allowed to
allocate and transfer funds into the Fixed Account.

Fixed Account Interest Rates: The interest rates credited to the policy value in
the Fixed Account are set by us, but will never be less than 4% per year. We may
establish  higher interest rates, and the initial interest rates and the renewal
interest rates may be different.

o Net payments  allocated  to the Fixed  Account will be credited at the initial
interest  rate in effect on the day we receive your payment at our Variable Life
Service  Center,  and the initial  interest  rate is  guaranteed  until the next
policy anniversary unless you borrow from that policy value.

o Funds  transferred  from a  sub-account  of the Variable  Account to the Fixed
Account will be credited with interest at the initial interest rate in effect on
the valuation date of the transfer,  and the initial interest rate is guaranteed
until the next policy anniversary unless you borrow from that policy value.

o Policy values in the Fixed Account on the policy  anniversary will be credited
with interest at the renewal interest rate in effect on the policy  anniversary,
and the renewal interest rate is guaranteed for one year so long as those values
remain in the Fixed Account and are not borrowed.






o The interest  rate we use for that portion of the policy value that equals the
outstanding  loan will be at least 6% per year. The interest rate will be higher
if the policy qualifies under the Preferred Loan provision; see page 16.

Fixed Account Policy Value: On each monthly processing date, the policy value
of the Fixed Account is:

o     the policy value in this account on the preceding monthly
     processing date increased by one month's interest, plus

o    net  payments  received  since the last monthly  processing  date which are
     allocated to the Fixed Account plus the interest  accrued from the date the
     payments are received by us, plus

o    Variable  Account  policy value  transferred  to the Fixed Account from any
     sub-accounts  since the preceding  monthly  processing  date,  increased by
     interest from the date the policy value is transferred, minus

o     policy value transferred from the Fixed Account to a
     sub-account  since  the  preceding  monthly  processing  date and  interest
accrued on these  transfers  from the  transfer  date to the monthly  processing
date, minus

o    partial withdrawals from the Fixed Account,  partial withdrawal transaction
     charges and withdrawal  charges since the last monthly processing date, and
     interest accrued on these  withdrawals and charges from the withdrawal date
     to the monthly processing date, minus



o any transaction  charges allocated to the Fixed Account for any changes in the
face amount since the last monthly  processing date and interest accrued on such
charges to the monthly processing date, minus

o the portion of the monthly insurance protection charge allocated to the policy
value in the Fixed Account.

During any policy month,  the Fixed Account policy value will be calculated on a
consistent  basis.  In no event will the Fixed Account policy value be less than
the guaranteed cash value shown in the Paid-Up Insurance Table after the paid-up
option has been exercised.

Basis of Value of the Fixed Account:  We base the minimum surrender value in the
Fixed Account on the  Commissioners  Ultimate 1980 Standard  Ordinary  Mortality
Table,  Male or Female or Table B for unisex risks (or appropriate  increases in
such tables for rated risks) with interest at 4% each year, compounded annually;
however,  if the  insured  is over  age 17 on the  date of  issue,  the  minimum
surrender  value is based on the Smoker or  Non-Smoker  versions of such tables.
Actual policy values are based on interest and insurance  protection  rates that
we set. We have filed a detailed  description of the way we determine this value
with the State  Insurance  Department.  All values  equal or exceed the minimums
required by law in the states in which this policy is delivered.






                      What You Should Know About Transfers






While this policy is in force other than as paid-up insurance,  you may transfer
amounts between the Fixed Account and the sub-accounts or among sub-accounts, on
request.

You  may  transfer,  without  charge,  all or part of the  policy  value  in the
Variable  Account to the Fixed Account once during the first 24 months after the
policy is issued,  and once during the first 24 months after you have  increased
the face  amount in order to  convert  to a  fixed-only  product.  If you do so,
future  payments  will be  allocated  to the Fixed  Account  unless you  specify
otherwise.  All other transfers are subject to the following  rules, and will be
permitted with our approval.

We will  determine  the  minimum  and maximum  amounts  that may be  transferred
according to the rules that are in effect at the time of the transfer.



We also reserve the right to limit the number of  transfers  that can be made in
each policy year, and to set other reasonable rules controlling transfers.

If a transfer  would reduce the policy value in a  sub-account  to less than the
current  minimum  balance  required for such  accounts,  we reserve the right to
include the remaining value in the amount transferred.

You will not be charged for the first twelve  transfers in a policy year,  but a
transfer  charge  of up to $25  may be made on  each  additional  transfer.  Any
transfer charge will be deducted from the amount that is transferred.  Transfers
that result from a policy loan or  repayment  of a loan are not subject to these
rules.







                     If You Want to Borrow from Your Policy






 This policy is the only security you need to borrow from it.

Amount You May Borrow: The total amount of loans you may have outstanding at any
time is the loan value.  Except as otherwise  provided in the paid-up  insurance
option, the loan value in the first policy year is 75% of (a) minus (b) where:

     (a) is the policy value minus the surrender charge, and

     (b) is the monthly insurance  protection charges and interest which will be
     due on the loan through the end of the policy year.

The loan value in the second  policy  year and any year after is 90% of the 
 result of the  policy  value  minus the  surrender
charge.

If you do not specify from which  accounts you want to borrow,  we will allocate
the loan pro rata.

In order to secure the  outstanding  loan,  we will transfer the policy value in
each  sub-account  equal to the policy loan allocated to each sub-account to the
Fixed Account.

Loan  Interest:  You will pay  interest  on your loan at an  annual  rate of 8%.
Interest  accrues  daily,  and is payable at the end of each  policy  year.  Any
interest  that is not paid on time will be added to the loan  principal and bear
interest at the same rate.  If this makes the  principal  higher than the policy
value in the Fixed Account,  we will offset this shortfall by transferring funds
from the Variable Account to the Fixed Account. We will allocate the transferred
amount pro rata among the  sub-accounts in the same proportion that the value in
each sub-account has to the total value in all of them.

Repaying the Outstanding Loan: You may repay any part of any outstanding loan at
any time while the Insured is living  before  this policy  lapses and before the
Maturity  Date.  When you repay it, we will transfer the policy value that is in
the Fixed Account to the various sub-accounts and increase the value in


them.  You may tell us how to  allocate  repayments,  but if you do not, we will
allocate them according to the most recent payment  allocation  choices you have
made.  Loan  repayments  made to the Variable  Account cannot be higher than the
amounts you transferred from it to secure the outstanding loan.

 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 final payment date.  When we receive a loan  repayment,  we will apply it to
the portion of the policy value that secures the loan. If the
loan payment  exceeds the loan  balance,  we will apply the balance as a premium
payment.

Foreclosure:  If at any time the amount of the  outstanding  loan is higher than
the policy value,  minus the surrender  charge, we will terminate the policy. We
will mail a notice of this  termination to the last known address of you and any
assignee.  If the excess  outstanding  loan is not paid  within 62 days from the
date contained in the notice,  the policy will terminate with no value.  You may
reinstate this policy according to the Reinstatement provision on page 11.

Preferred  Loan Option:  The preferred  loan option is available  after the 10th
policy year. The guaranteed  annual interest rate credited to the portion of the
policy value securing a preferred loan is 7.5%.

After the 10th policy year, any outstanding  loan will be treated as a preferred
loan from that date forward, unless you revoke the preferred loan option on that
outstanding  loan.  The  interest  credited to the  portion of the policy  value
securing the non-preferred loans will not be less than 6% per year.

This option may be revoked by you at any time.

This option will be canceled if the Paid-Up Life Insurance Option is elected.






                  Details on Surrender and Partial Withdrawals






Surrender: You may cancel this policy and receive its surrender value as long as
the  insured  is living  on the date we  receive  your  written  request  in our
Variable Life Service  Center.  The policy will be canceled on that day. You may
choose to receive the surrender value in a lump sum or under a payment option.




Surrender Value: Except as otherwise provided in the paid-up
insurance  option,  the  surrender  value  equals  the  policy  value  minus the
outstanding loan and surrender charges.

You will find the  surrender  charge for the initial  face amount on page 4. Any
changes in this  charge when you  increase  or decrease  the face amount will be
shown in new specification pages.





Partial Withdrawals: Partial withdrawals are not allowed during the first policy
year or if your policy is in force as paid-up insurance.  After the first policy
year,  you may withdraw part of the  surrender  value on written  request.  Each
withdrawal  must be at  least  $500.  We will  deduct  a 2%  partial  withdrawal
transaction  charge  (maximum  $25) from the  policy  value each time you make a
partial withdrawal.

We also may deduct a withdrawal charge from the policy value. However, a portion
of the partial  withdrawal  will not be subject to the withdrawal  charge.  This
amount equals (a) minus (b), where:

     (a) is 10% of the policy  value on the date we receive the written  request
at our Variable Life Service Center, and

     (b) is the total of the  withdrawals (or portions of them) made in the same
     policy year which were exempt from the withdrawal charge.

We  will  charge  you on the  balance  of the  withdrawal,  called  the  "excess
withdrawal."  This charge is calculated  by  multiplying  the excess  withdrawal
amount by 5%. The charge will never exceed the surrender charge in effect on the
withdrawal date.

Your  policy's  surrender  charge  will be  reduced  by any  withdrawal  charges
previously  paid.  There will be no "excess  withdrawal"  charge if no surrender
charge applies to the policy on the withdrawal date.

The withdrawal charge will decrease existing  surrender charges in the following
order:

o     first, the most recent increase's surrender charge,

      second, the next most recent increase's surrender charges in succession,
and

o     last, the initial face amount's surrender charge.

If you elected the Level Death Benefit Option,  the face amount and policy value
will be reduced by the amount of the partial  withdrawal,  and the policy  value
will be further  reduced by the partial  withdrawal  transaction  and withdrawal
charges. The face amount will be decreased in the following order:

o     first, the most recent increase,



o     second, the next most recent increases in succession, and

o     last, the initial face amount.

If you elected the  Adjustable  Death Benefit  Option,  the policy value will be
reduced by the amount of the partial  withdrawal,  plus the  partial  withdrawal
transaction and withdrawal charges.

We will not permit a partial  withdrawal  if it reduces  the face amount to less
than $50,000.

If you do not  allocate a partial  withdrawal  and its  charges  among the Fixed
Account and each sub-account, we will allocate that amount pro rata.

Postponement of Payment:   We may postpone any transfer from the Variable 
Account, or payment of any amount payable on:

o surrender, o partial withdrawal,  o transfer, o policy loan, or o death of the
insured.

The postponement will continue during any period when:

o trading on the NYSE is  restricted  as determined by the SEC, or the NYSE is 
closed for days other than weekends and holidays,
or
o the SEC by order has permitted such suspension, or
o the SEC has  determined  that  such  an  emergency  exists  that  disposal  of
portfolio securities or valuation of assets is not reasonably practical.

We may also  postpone  any  transfer  from the Fixed  Account  or payment of any
portion of the amount  payable on surrender,  partial  withdrawal or policy loan
from the Fixed Account for not more than six months from the day we receive your
written  request  and, if it is  required,  your  policy.  If we postpone  those
payments for 30 days or more,  the amount  postponed  will earn interest  during
that  period  at a rate of not  less  than 3% per  year or such  higher  rate as
required by law. We will not postpone payments to pay premiums on our policies.









 .





                  What You Should Know About the Death Benefit

                       Guideline Minimum Sum Insured Table
 
     Attained                             Attained                           
        Age            Percentage            Age            Percentage       
                                                                             
    40 or less            250%               60                130%          
            41            243%               61                128%          
        42                236%               62                126%          
        43                229%               63                124%          
        44                222%               64                122%          
        45                215%               65                120%          
        46                209%               66                119%          
        47                203%               67                118%          
        48                197%               68                117%          
        49                191%               69                116%          
        50                185%               70                115%          
        51                178%               71                113%          
        52                171%               72                111%          
        53                164%               73                109%          
        54                157%               74                107%          
        55                150%             75 - 90             105%          
        56                146%               91                104%          
        57                142%               92                103%          
        58                138%               93                102%          
        59                  134%           94-115              101%          
                                                                             

   Net  Death  Benefit:  If the  insured  dies  before  the  
   Maturity  Date and before the policy is  terminated,  we  
   will pay the net death  benefit.  The net death  benefit
   is  equal  to  the  death  benefit  reduced  by  certain  
   amounts,  as  described  below.  The  death  benefit  is  
   determined  as of the date we  receive  due proof of the  
   insured's  death at our Variable  Life  Service  Center.  
   Due  proof  of  death is a valid  death  certificate  or  
   other evidence satisfactory to us.                        
                                                             
   The amount of the net death benefit  depends  upon:  (1)  
   whether  the date the  insured  dies is after,  or on or  
   before,  the final payment date; (2) whether the paid-up  
   insurance  option  is in  effect  on  the  date  of  the  
   insured's  death;  and (3) which death benefit option is  
   in effect on the date of death of the insured.            
                                                             
   If the insured dies on or before the final  payment date  
   and  the   paid-up   insurance   option   has  not  been  
   exercised,  then the net death  benefit is determined by  
   deducting  from the death  benefit under the Level Death  
   Benefit  Option or the  Adjustable  Death Benefit Option  
   (which  are   described   later)  the   following:   any  
   outstanding  loan  and  monthly   insurance   protection
   charges due and unpaid through the policy month in which the insured dies, as
   well as any partial withdrawals and withdrawal charges.

   If the paid- up  insurance  option has been  exercised  before the  insured's
   death,  then the net death  benefit is the paid-up  insurance  death  benefit
   minus any outstanding loan; (see page 20).

   Except as otherwise  provided in the Guaranteed  Death Benefit Rider,  if the
   insured dies after the final  payment date and the paid-up  insurance  option
   has not been  exercised,  then the net death benefit will be equal to 101% of
   the  policy  value,   minus  any  outstanding  loan  and  minus  any  partial
   withdrawals and withdrawal charges.

   If the net death  benefit is paid in a lump sum,  interest  will be earned at
   our declared  interest rate for sums held on deposit,  but not less than 2.5%
   per year,  beginning  on the date we receive  notice of death at our Variable
   Life Service Center.  We will pay a higher interest rate if required by state
   law. We will credit interest from an earlier date (for example, from the date
   of the insured's death) if required by state law.





Required Minimum Amount of Death Benefit:   This
policy is intended to qualify under Section 7702 of the Internal Revenue Code as
a life  insurance  contract for federal tax  purposes.  The  provisions  of this
policy (including any rider or endorsement)  shall be interpreted to ensure such
tax qualification, regardless of any language to the contrary.

At no time will the amount of the death  benefit  under the policy  ever be less
than the amount needed to ensure such tax qualification.  To the extent that the
death benefit is increased,  appropriate adjustments will be made in any monthly
insurance  protection  charges  or  supplemental   benefits  as  of  that  time,
retroactively  or otherwise,  that are  consistent  with such an increase.  Such
adjustments may be made by right of setoff against any death benefits payable.

The death benefit under this policy will not be less than the Guideline  Minimum
Sum Insured as specified in the tax code.  This is calculated by multiplying the
policy value by the  percentage  shown in the  preceding  table.  The  guideline
minimum sum insured  varies by attained  age. The amounts shown in the table are
determined  to provide a death benefit at least as great as those in the federal
tax law, and will be adjusted according to any changes in that law applicable to
this policy.

Death Benefit  Options:  You have two options for  determining the amount of the
death  benefit.  The option you elected in your  application is shown on page 3.
These options are not available after the final payment date or if the policy is
in force as paid-up insurance.

Under the Level Death Benefit Option, the death benefit is the greater of:

o     the face amount, or

o     the guideline minimum sum insured.

Under the Adjustable Death Benefit Option, the death benefit is the greater of:

o the face  amount plus the policy  value on the date we receive  proof of death
(we will refund monthly  insurance  protection  charges deducted from the policy
value after the insured's date of death), or

o       the guideline minimum sum insured.

You may change the death benefit option by making a written request. That change
will be made on the next monthly processing date after we receive your request.

o If you change  from the Level Death  Benefit  Option to the  Adjustable  Death
Benefit Option,  the face amount under the Adjustable  Death Benefit Option will
be equal to the death benefit under the Level Death  Benefit  Option,  minus the
policy value on the date of change.

o If you change  from the  Adjustable  Death  Benefit  Option to the Level Death
Benefit  Option,  the face amount will be equal to the death  benefit  under the
Adjustable Death Benefit Option on the date of change.

You may not change your death benefit  option more than once in any policy year,
or if the change reduces the face amount to less than $50,000.

Benefit  Change:  You may increase or decrease the face amount of insurance 
 if you make a written  request  during the  insured's
lifetime.

You may not change the face amount if it does not meet the minimum death benefit
requirement set by federal tax law.

Increase:   To increase the face amount:

o       you must complete our application and provide us with  evidence of
insurability satisfactory to us; and

o       the insured's age must not be over our maximum issue   age for new 
insurance; and

o you must pay a $40 transaction charge, plus the net premium sufficient to keep
the  policy in force for two  months  if the  surrender  value is less than this
amount.

This increased face amount will become effective on the first monthly processing
date on, or following,  the date that all the conditions are met. We will deduct
the $40  transaction  charge  from the  policy  value on the  effective  date of
increase.  You may  choose the  sub-account  from which  these  charges  will be
deducted;  but if you do not choose, we will allocate the charges  pro-rata.  We
will  provide you new  specification  pages,  including a  Supplemental  Monthly
Insurance  Protection Charge Table if the insured's  underwriting class changes.
These pages will include the following information:

o       effective date of the increase,

o       amount of the increase,

o       underwriting class,

o       new minimum monthly payment,

o       new guideline premiums, and

o       new surrender charges applicable to the entire  policy.






We reserve the right to set a limit on the minimum  amount of an increase in the
face  amount.  No increase  may be less than our minimum  limit in effect on the
date we receive your request.

You may return the new specification  pages to us by the later of ten days after
receiving them or 45 days after you complete the "Application  Form" which shows
the  amount of the  increase.  If you  return  these  pages  within  the  period
described above, we will consider the increase void from the beginning.  We will
add the charges back to the policy value unless you request otherwise.
We will also cancel any surrender charge for the increase.

Decrease: You may decrease the face amount of the policy at any time. It will be
effective  on the first  monthly  processing  date after we receive your written
request.  You  must  pay a $40  transaction  charge.  The  face  amount  will be
decreased or eliminated in the following order:

o       first, the most recent increase,

        second, the next most recent increases successively, and

o       last, the initial face amount.

We will deduct a $40 transaction  charge and a surrender  charge from the policy
value on the date of the decrease.  The  surrender  charge will be the surrender
charge for the face amounts  which are  decreased or  eliminated in the order as
noted above.

You may choose the sub-account from which these charges will be deducted; but if
you do not choose, we will allocate the charges pro rata.

We will provide you with new specification  pages.  These pages will include the
following information:


        effective date of the decrease,

        amount of the decrease and the face amount remaining in force,

        new minimum monthly payment, if any,

        new guideline premiums, and

        new surrender charges applicable to the entire policy.

You may not decrease  the face amount to less than  $50,000.  We reserve the
right to  establish a minimum  limit on the amount of
any decrease.





                                                     Paid-Up Insurance Option






Benefit:  This is  insurance,  usually  having a  reduced  face  amount  for the
lifetime  of the insured  with no further  premiums  due.  The amount of paid-up
insurance  is the amount  that the  surrender  value can provide as a net single
premium  applied at the  insured's age and  underwriting  class on the date this
option is  exercised.  The paid-up  insurance  death  benefit may not exceed the
death benefit in effect on the date this option is exercised.  In the event that
the surrender  value exceeds the net single premium for the death benefit on the
date this option is exercised, the excess surrender value will be paid to you.

Basis of  Values:  The  policy  value  and net  single  premium  of the  paid-up
insurance meet the minimum  standards which are set by state law. The net single
premium is based on the Commissioners  Ultimate 1980 Standard Ordinary Mortality
Table,  Smoker or  Non-Smoker;  Male or Female or Table B for  unisex  risks (or
appropriate increases in such tables for non-standard risks).  Interest will not
be less than 4 1/2%.  See page 6 for the table showing the guaranteed net single
premiums per $1,000 of insurance.



Exercise of Option:  The paid-up  insurance  option may be  exercised  by you on
written request. Policy value in the Variable Account will be transferred to the
Fixed  Account on the date your  written  request  to  exercise  this  option is
received  in our  Variable  Life  Service  Center.  We will  issue  supplemental
specification pages that show the policy is paid- up effective as of the monthly
processing date following receipt of the written request.

The supplemental specification pages will show:

o     the effective date of paid-up insurance,

o     the paid-up death benefit,

o     guaranteed cash surrender values, and

o     riders.








Effect on the Policy:  After the policy becomes paid-up, no further payments may
be made by you. You may not  increase or decrease  the face amount.  You may not
make partial withdrawals or transfer funds to the Variable Account; however, you
may make policy  loans or  surrender  the policy for its net cash value.  Riders
will continue only with our consent.



The guaranteed cash value of the paid-up insurance equals the net single premium
for the paid-up insurance at the insured's  attained age. The net single premium
is determined on the same basis as is used for the purchase price of the paid-up
insurance.  The net cash value is the cash value less any outstanding  loan. The
loan value of paid-up  insurance  is the amount  that,  with  interest at 8% per
year,  equals  the  cash  value of the  paid-up  policy  as of the  next  policy
anniversary.








                                                                   24
        Form TA1031-97
                                                       Payment of Benefits






Payment Options: Upon written request, the surrender value or all or part of the
net death benefit may be placed under one or more of the payment options offered
by us at the time the request is made. If you make no election,  we will pay the
benefit in a single sum.
A  certificate  will be provided  to the payee  describing  the  payment  option
selected.

If a payment option is selected,  the  beneficiary,  when filing proof of claim,
may pay us any  amount  that  otherwise  would be  deducted  from the net  death
benefit.


The amounts payable under these options are paid from the General  Account.  The
options are not based on the investment experience of the Variable Account.

The amount  applied  under any one option for any one payee must be at least 
$5,000.  The periodic  payment for any one payee must be at
least $50.

Subject  to the Owner and  Beneficiary  provisions,  you may  change  any option
selection  before  the  net  death  benefit  becomes  payable.  If you  make  no
selection,  the  beneficiary  may  select an  option  when the  proceeds  become
payable.






Summary:

Flexible Premium Variable Life Insurance Policy
Adjustable Sum Insured
Death Proceeds Payable at Death of Insured
Flexible Premiums Payable to the Final Payment Date
Coverage to the Maturity Date and Amount of Policy Value Not Guaranteed
Nonparticipating.













                                       9

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                           CHILDREN'S INSURANCE RIDER

This rider is part of the policy to which it is  attached  if it is shown in the
specification  pages.  The insured  under the policy is the  insured  under this
rider. "Insured Child" is defined below.

                                                        Benefit






Benefit - The Company will pay the children's  insurance benefit upon receipt of
due proof that an Insured  Child died while this rider was in force.  The amount
of the children's  insurance benefit is shown in the specification pages. Unless
requested otherwise, the beneficiary under this rider is the owner.

Insured Child  Description - "Acquired" means born,  legally adopted or attained
the status of stepchild.

"Insured Child" means an acquired child of the insured who:

o    is named in the application for this rider and on the date of the
application has not reached his or her 18th birthday; or

o is acquired  during the insured's  lifetime after the date of the  application
but before such child's 18th birthday.

No child can be an Insured  Child while under the age of 14 days.  A person will
cease to be an Insured  Child on the policy  anniversary  nearest the earlier of
the Insured Child's 25th birthday and/or the insured's 65th birthday.



Period of Term  Insurance - The term  insurance on each Insured Child will begin
on the date of  coverage  under this  rider if the child is an Insured  Child on
such date; otherwise the term insurance will begin on the date the Insured Child
is acquired and is 14 days old. The term  insurance  will expire on the date the
child ceases to be an Insured Child.

Paid-Up Term  Insurance - If the insured dies while this rider is in force,  the
term  insurance in force on each Insured Child will be converted to paid-up term
insurance.  The paid-up term  insurance on each child will terminate on the date
the child ceases to be an Insured  Child.  This rider may be  surrendered at any
time while the  paid-up  term  insurance  is in force for its net reserve on the
date of surrender.  However, if this rider is surrendered within 30 days after a
policy  anniversary,  the value  will not be less than the net  reserve  on such
anniversary.  We will  furnish a  statement  of the  values  for this rider upon
request.





                                   Conversion







Conversion - You may convert the  insurance  on the life of an Insured  Child if
such request is made:

o     within 60 days before the term insurance on the life of an Insured Child 
expires;

o     during the Insured Child's lifetime; and

o     while the rider is in force.

You may convert to a new policy issued by Transamerica Occidental Life Insurance
Company. Evidence of insurability will not be required.

New Policy Description - The new policy will be issued:

o     on any form of individual life insurance, other than term, being issued 
by us on the date of issue of the new policy;

o     on the life of the Insured Child only; and

o     at the Insured Child's age and for the premium rates in effect on the 
date of issue of the new policy.






                                     (Over)



Form TA1096-97

                             Conversion (continued)







The sum insured may not be less than our minimum issue limit for the new policy.
The sum insured may be up to 5 times the amount of insurance under this rider on
the  Insured  Child.  The new policy  will not become  binding  unless the first
premium is paid  during the  lifetime  of the  Insured  Child and within 31 days
after the expiration of the term insurance under this rider.


The date of issue of the new policy will be the day after the  expiration of the
term insurance under this rider.

The new policy  will be  subject to any  assignments  outstanding  against  this
rider.  Riders  will be  available  on the new  policy  subject to  evidence  of
insurability  and consent of the  Company.  The time  periods of the suicide and
incontestability  provisions  of the new policy  will expire on the same date as
such provision in this rider would have expired.






                                     General







Incontestability  - Except for fraud or failure to pay the  charges,  this rider
cannot be contested after it has been in force,  during the insured's  lifetime,
for two years from its date of issue.  The  insurance on any Insured Child named
in the application  cannot be contested  after it has been in force,  during the
Insured Child's lifetime, for two years from the date of issue of this rider.

Misstatement  of Age - If the age of a child has been misstated and if the child
would not have been an  Insured  Child upon his or her death if the age had been
correctly stated, no benefit will be payable if the child dies. Any benefit paid
to the  beneficiary  because of the death of such  child  shall be repaid to the
Company.  If the age of the insured has been misstated,  the termination date of
the Insured Child's coverage will be based upon the insured's correct age.

Termination - Coverage under the rider will terminate on the first to occur of:



o     the end of the grace period of a required premium in default; or

o     the termination or maturity of the policy except as provided in the
Paid-Up Term Insurance provision; or

o     the day before the policy anniversary nearest the insured's age 65; or

o     the last day of the policy month in which you request the termination.

General - The specification  pages (see page 3 of the policy) will show the date
of issue of this rider.

Charges for this rider are payable as part of the monthly  insurance  protection
charges due under this policy. The monthly charge is shown on page 5.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.





Signed for  Transamerica  Occidental  Life  Insurance  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.
- -------------------------------------------------------------------------
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------

- -------------------------------------------------------------------------
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------




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






Form TA1096-97










                                       10


Form TA1097-97
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                          Guaranteed Insurability Rider

This rider is a part of the policy to which it is attached if it is shown in the
specification  pages of the policy.  The insured under the policy is the insured
under this rider.






Benefit  - Subject  to the  terms of this  rider,  on each  option  date you may
increase  the face  amount of  insurance  without  evidence of  insurability  if
written request is made:

                   during the lifetime of the insured; and
      while this rider and policy are in force.

Option  Dates  -  The  first  option  date  for  this  rider  is  shown  in  the
specification pages of the policy.  Option dates will then occur on every second
anniversary of the first option date until the policy anniversary nearest age 40
or until the fifth option date, whichever is later.

Exercise  of  Increase  Option -  Options  may be  exercised  on the life of the
insured  not  earlier  than 60 days prior to, nor later than 31 days  after,  an
option date. The specification  pages of the policy show the "option amount" and
the "total option amount". The total option amount is the maximum aggregate face
amount of  insurance  which may be purchased  through this rider.  Each time the
option to increase the face amount of insurance is  exercised,  the total option
amount is reduced  by the amount of the  insurance  purchased.  The face  amount
which may be purchased at one time may not exceed the option amount or, if less,
the total option amount  remaining.  The  increased  face amount may not be less
than $10,000.

The  insurance  protection  charges  for  the  increased  face  amount  will  be
calculated  in the same manner as the charges  for other  increases  in the face
amount.  The  guaranteed  insurance  protection  charges  will  not  exceed  the
guaranteed charges in effect on the date of issue of this rider.

Supplemental specification pages will be issued. They will include the following
information:

      the effective date of the increased face amount;
      the amount of the increase; and
      the surrender charge.

The  supplemental  specification  pages  will  also show a new  minimum  monthly
payment and new guideline premiums which will apply to the entire policy.  There
is no administrative charge for the exercise of this option.

If the  surrender  value on the date of issue of an  increase  is less  than the
insurance  protection  charges  due on the policy you must pay the grace  period
premium to us. The  effective  date of the  increase  in face amount will be the
monthly  processing  date  following  the date of the  written  request.  If the
insured dies after the date of the written request and before the increased face
amount takes effect, we will refund any premium paid to exercise this option.

The time periods in the suicide and incontestable clauses for the increased face
amount will be measured from the date of issue of this rider.

Waiver of  Payments - If this policy  contains a waiver of payment  rider on the
effective date of the increased face amount,  the waiver of payment  benefit may
be increased without evidence of insurability. If waiver of payment benefits are
being paid on the increase  date,  the increased  benefit will become payable on
the increase date.

If on the  effective  date of an  increase  the  waiver of  payment  benefit  is
designated  in the  specification  pages  as the  monthly  insurance  protection
charges,  this benefit will be increased by the insurance protection charges for
the increased face amount.

If  the  waiver  of  payment  benefit  on an  increase  date  is  shown  in  the
specification  pages as a dollar  amount,  this benefit will be increased by the
smaller of:

      the waiver of payment  benefit on the option date minus 1/12 of the sum of
      the payments  made by you over the last 12 months;  or the amount shown in
      the waiver of payment benefit table.

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

           Waiver of Payment Benefit Table
- ------------------------------------------------------
- --------------- --------------------------------------

                           Monthly Benefit
   Attained              Increase Per $1,000
     Ages              Face Amount Increased:*
- --------------- --------------------------------------
- --------------- --------------------------------------

    18-19                       $ .50
    20-29                          .63
    30-39                        1.00
    40-49                        1.50
    50-54                        2.00
    55-59                        2.75
- --------------- --------------------------------------
- ------------------------------------------------------

*In no event may the waiver of payment benefit be
increased to exceed the monthly equivalent of your
periodic payment.
- ------------------------------------------------------


Incontestability  - Except  for fraud or failure  to pay the  monthly  insurance
protection  charges,  this rider cannot be contested  after it has been in force
for two years from its date of issue.

Termination - This rider will terminate on the first to occur of:

      the end of the grace period of a premium in default; or

      the end of the policy month following a request for termination; or

      the last option date; or

      the date of issue of an increase which, when added to the sum of all prior
     increases  under this rider,  reduces the total option amount  remaining to
     less than $10,000.

General - The specification  pages (see page 3 of the policy) will show for this
rider:



      the date of issue;

      the first option date;

      the option amount; and

      the total option amount.

Except as  otherwise  provided,  any  additional  benefits or riders will not be
added or increased without our prior consent.

Reinstatement  of this rider will not  revive  any  option  date which  occurred
during the period of lapse.

Charges for this rider are payable as a part of the monthly insurance protection
charges due under this policy. The monthly insurance  protection charge for this
rider is shown on page 5 of the policy.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.









     Signed for Transamerica  Occidental Life Insurance  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.

- ---------------------------------------------------
[GRAPHIC OMITTED]
- ---------------------------------------------------

- ---------------------------------------------------
[GRAPHIC OMITTED]
- ---------------------------------------------------




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





                                       11


                                                                1
        Form TA1093-97
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                       Option To Accelerate Death Benefits
                             (Living Benefits Rider)

This rider is a part of the policy to which it is  attached.  The insured  under
this rider is the  insured  under the  policy.  This rider does not apply to any
benefits provided by other riders under this policy.






Benefit - While  this  rider is in force,  you may elect to receive a portion of
the net death benefit called the "living  benefit," prior to the insured's death
under this option subject to the definitions, conditions and limitations in this
rider. This option may only be exercised once.

Definitions - "Option  amount" means that portion of the death benefit which you
elect to apply under this option. The option amount must be at least $25,000 and
may not exceed the least of:

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

      the amount that would reduce the face amount to our minimum issue limit 
for this policy; or

      $250,000.

"Option percentage" is the option amount divided by the death benefit.

"Living  benefit" is the option  amount  which has been reduced for interest and
other factors.  It is equal to the lump sum benefit under this rider, and is the
amount used to determine  the monthly  benefit.  The living  benefit will not be
less than the surrender value of the policy multiplied by the option percentage.
The following factors will be used to calculate the living benefit:

       age;

       sex, unless the policy is issued on a unisex basis;

       life expectancy;

       policy value;

       outstanding loan;

       rate of interest  currently being credited to the Fixed Account including
those values which are subject to outstanding loan;

       face amount;

       death benefit option;

       current cost of insurance rates; and

       an expense charge of $150.


An amount equal to the outstanding loan multiplied by the option percentage will
be  deducted  from the  living  benefit.  The  remaining  outstanding  loan will
continue in force.

The  assumptions  we use to calculate the living benefit may change from time to
time.  The factors  used to compute the living  benefit  will be set and changed
only prospectively;  that is, based on changes in future  expectations.  We will
not change  these  factors to recoup any prior losses or  distribute  past gains
under the rider.

"Proof of claim satisfactory to us" shall include:

       a request signed by the insured and owner to disclose all facts 
concerning the insured's health;

       records of the attending physician, including a prognosis of the insured;
 and

       if we request, a medical examination of the insured at our expense
 conducted by a physician we choose.

Conditions - Upon  written  request you may elect to receive  payment  under the
accelerated death benefit option subject to the following conditions:

       the policy is in force;

       a written consent has been given by any collateral assignee,  irrevocable
      beneficiary and the insured if you are not the insured;  if the policy was
      delivered  in a community  property  state,  we may require your spouse to
      sign the consent; and

       the insured qualifies for the option.

Exercising the Option - If you provide proof of claim and a  certification  of a
qualified  physician  satisfactory  to us that the  insured  has an  illness  or
physical  condition  which can  reasonably  be expected to result in death in 12
months or less,  you may elect to receive  the living  benefit in equal  monthly
payments for 12 months. For each $1,000 of living benefit,  each payment will be
at least $85.21. This assumes an annual interest rate of 5%.

If the insured  dies  before all the  payments  have been made,  we will pay the
beneficiary  in one sum the present  value of the  remaining  payments due under
this rider calculated at the interest rate we use to determine those payments.







If you do not wish to receive  monthly  payments,  you may elect to receive  the
living benefit in a lump sum.

Effect on Policy - The  policy's  death  benefit will be decreased by the option
amount. Such decrease will be effective on the monthly processing date following
the date of the written request.

Existing insurance will be decreased or eliminated in the following order:

       first, the most recent increase;

       second, the next most recent increases successively; and

       last, the initial face amount.

Any  surrender  charge  applicable  to the  decrease  in the face amount will be
waived. The amount of the charge which is waived will be:

       the surrender charge applicable to any increased face amount which is 
eliminated in the order set forth above; plus

       a pro  rata  share  of  the  surrender  charge  applicable  to a  partial
reduction in an increase or in the original face amount.

New specification  pages will be issued.  These pages will include the following
information:

       the effective date of the decrease;

       the amount of the decrease and the benefit remaining in force;

       the revised surrender charge;

       the revised minimum monthly payment, if any; and

       the new guideline premiums.


The policy value will be reduced in the same  proportion as the reduction in the
death benefit. Riders will continue in force.



Exclusion  - No  benefit  will be paid  under  this  rider  if a claim  results,
directly or indirectly, from a suicide attempt or a self-inflicted injury (while
sane or insane) for any period during which a suicide exclusion is applicable.

Termination - This rider will terminate on the first to occur of:

       the date the living benefit is paid or the first monthly installment of
the living benefit is paid; or

       the end of the grace period of a premium in default; or

       the termination or maturity of the policy while the insured is alive; or

       at any time on your written request.

General - The specification  pages (see page 3 of the policy) will show the date
of issue of this rider.

The living benefit will be made available to you on a voluntary basis only. 
Accordingly:

(a) If you are  required by law to exercise  this option to satisfy the claim of
creditors,  whether in bankruptcy  or  otherwise,  you are not eligible for this
benefit.

(b) If you are required by a government  agency to exercise this option in order
to apply for, obtain, or retain a government benefit or entitlement, you are not
eligible for this benefit.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.

TAX  QUALIFICATION:  This rider is intended  to provide a qualified  accelerated
death  benefit  that is  excludable  from gross  income for  federal  income tax
purposes.  To that end,  the  provisions  of this rider and the policy are to be
interpreted to ensure or maintain such tax  qualification,  notwithstanding  any
other provisions to the contrary. Whether any tax liability may be incurred when
benefits are paid under this rider could depend on whether the owner is also the
insured and on how the Internal Revenue Service interprets applicable provisions
of the Internal  Revenue Code.  As with any tax matter,  the owner and any other
recipient  of this  benefit  should each consult his own tax advisor to evaluate
any tax impact of this benefit.







Signed for  Transamerica  Occidental  Life  Insurance  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.
- --------------------------------------------------------
[GRAPHIC OMITTED]
- --------------------------------------------------------
- --------------------------------------------------------
[GRAPHIC OMITTED]
- --------------------------------------------------------



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




                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                         
                           CHILDREN'S INSURANCE RIDER


This rider is part of the policy to which it is  attached  if it is shown in the
specification  pages.  The insured  under the policy is the  insured  under this
rider. "Insured Child" is defined below.

                                                          Benefit

Benefit - The Company will pay the children's  insurance benefit upon receipt of
due proof that an Insured  Child died while this rider was in force.  The amount
of the children's  insurance benefit is shown in the specification pages. Unless
requested otherwise, the beneficiary under this rider is the owner.

Insured Child  Description - "Acquired" means born,  legally adopted or attained
the status of stepchild.

"Insured Child" means an acquired child of the insured who:

o     is named in the application for this rider and on the date
     of the application has not reached his or her 18th
     birthday; or

o    is acquired during the insured's lifetime after the date of the application
     but before such child's 18th birthday.

No child can be an Insured  Child while under the age of 14 days.  A person will
cease to be an Insured  Child on the policy  anniversary  nearest the earlier of
the Insured Child's 25th birthday and/or the insured's 65th birthday.


Period of Term  Insurance - The term  insurance on each Insured Child will begin
on the date of  coverage  under this  rider if the child is an Insured  Child on
such date; otherwise the term insurance will begin on the date the Insured Child
is acquired and is 14 days old. The term  insurance  will expire on the date the
child ceases to be an Insured Child.

Paid-Up Term Insurance - If the insured dies while this rider
is in force, the term insurance in force on each Insured Child
will be converted to paid-up term insurance.  The paid-up term
insurance on each child will terminate on the date the child
ceases to be an Insured Child.  This rider may be surrendered
at any time while the paid-up term insurance is in force for its
net reserve on the date of surrender.  However, if this rider is
surrendered within 30 days after a policy anniversary, the
value will not be less than the net reserve on such anniversary.
We will furnish a statement of the values for this rider upon request.
                           -------------------------------
                   Conversion -------------------------------



Conversion - You may convert the  insurance  on the life of an Insured  Child if
such request is made:

o     within 60 days before the term insurance on the life of an
     Insured Child expires;

o     during the Insured Child's lifetime; and

o     while the rider is in force.

You may convert to a new policy issued by Transamerica
Occidental Life Insurance Company.  Evidence of insurability
will not be required.
New Policy Description - The new policy will be issued:

o     on any form of individual life insurance, other than term,
     being issued by us on the date of issue of the new policy;

o     on the life of the Insured Child only; and

o     at the Insured Child's age and for the premium rates in
     effect on the date of issue of the new policy.

                                                               (Over)



Form TA1096-97







                        -------------------------------
Conversion (continued)
                         -------------------------------


The sum insured may not be less than our minimum issue limit for the new policy.
The sum insured may be up to 5 times the amount of insurance under this rider on
the  Insured  Child.  The new policy  will not become  binding  unless the first
premium is paid  during the  lifetime  of the  Insured  Child and within 31 days
after the expiration of the term insurance under this rider.

The date of issue of the new policy will be the day after the  expiration of the
term insurance under this rider.

The new policy  will be  subject to any  assignments  outstanding  against  this
rider.  Riders  will be  available  on the new  policy  subject to  evidence  of
insurability  and consent of the  Company.  The time  periods of the suicide and
incontestability  provisions  of the new policy  will expire on the same date as
such provision in this rider would have expired.

                                                               General


Incontestability  - Except for fraud or failure to pay the  charges,  this rider
cannot be contested after it has been in force,  during the insured's  lifetime,
for two years from its date of issue.  The  insurance on any Insured Child named
in the application  cannot be contested  after it has been in force,  during the
Insured Child's lifetime, for two years from the date of issue of this rider.

Misstatement  of Age - If the age of a child has been misstated and if the child
would not have been an  Insured  Child upon his or her death if the age had been
correctly stated, no benefit will be payable if the child dies. Any benefit paid
to the  beneficiary  because of the death of such  child  shall be repaid to the
Company.  If the age of the insured has been misstated,  the termination date of
the Insured Child's coverage will be based upon the insured's correct age.

Termination - Coverage under the rider will terminate on the first to occur of:


o     the end of the grace period of a required premium in
     default; or

o     the termination or maturity of the policy except as
     provided in the Paid-Up Term Insurance provision; or

o     the day before the policy anniversary nearest the insured's
     age 65; or

o     the last day of the policy month in which you request the
     termination.

General - The specification  pages (see page 3 of the policy) will show the date
of issue of this rider.

Charges for this rider are payable as part of the monthly
insurance protection charges due under this policy.  The
monthly charge is shown on page 5.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.
Signed for  Transamerica  Occidental  Life  Insurance  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.
                                                         [GRAPHIC OMITTED]


                                                         [GRAPHIC OMITTED]





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






Form TA1096-97






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                         -------------------------------
            Waiver of Payment Rider ---------------------------------


This rider is part of the policy to which it is attached if it is shown in the
 specification pages of the policy.  The insured
under the policy is the insured under this rider.

Benefit  - On each  monthly  processing  date,  while  the  insured  is  totally
disabled,  we will add to the policy value the waiver of payment  benefit.  This
benefit is the largest of:

o   the amount shown in the specification pages; or

o   the minimum monthly payment for the face amount covered by this rider during
    a period when the minimum monthly payment applies; or

o   the monthly insurance  protection charges applicable to the face amounts and
    other riders covered by this rider.

The waiver of payment benefit is subject to:

o   our receipt of due proof of such total disability; and

o   evidence the total disability:
    o  began while this rider was in force; and
    o  began before the policy anniversary nearest
       insured's age 65; and
    o  has continued for at least 4 months; and

o   the other terms and conditions of this rider.

The benefit will begin with the policy month following the date total disability
begins or the policy  anniversary  nearest the  insured's  age 5, if later.  The
benefit will not be provided for any period more than one year prior to the date
we received  written  notice of claim.  We will credit the policy value with any
benefit which applies to the time during which benefits are payable.

Each monthly benefit will be allocated in accordance with the payment allocation
in effect on the date each benefit is credited to the policy value.

If the insured's total disability occurs before the policy  anniversary  nearest
the  insured's age 60, the benefit will end when total  disability  ends. If the
total disability occurs on or after the policy anniversary nearest the insured's
age 60, the benefit will continue  during such total  disability  but not beyond
the policy anniversary  nearest the insured's age 65 or two years,  whichever is
longer.





Benefits will cease on the next monthly  processing  date following the end of a
period of total disability.

Definitions of Total  Disability - Total  disability means the insured is unable
to  engage  in  any  occupation  as  a  result  of  disease  or  bodily  injury.
"Occupation"  means  attendance  at school if the  insured  is not old enough to
legally  end his or her  formal  education.  Otherwise  "occupation"  means  any
occupation  for which the insured is or becomes  reasonably  fitted by training,
education or experience.

Total loss of the  following  as a result of disease or bodily  injury  shall be
deemed total disability:

o   speech

o   hearing in both ears; or

o   the sight of both eyes; or

o   the use of both hands; or

o   the use of both feet; or

o   the use of one hand and one foot.

Risks Not Covered - No benefit  will be provided  if total  disability  results,
directly or indirectly, from:

o   an act of war, whether such war is declared or
    undeclared, and the insured is a member of the armed
    forces of a country or combination of countries; or

o   any bodily injury occurring or disease first manifesting itself prior to the
    date of  issue  of this  rider.  However,  no  claim  for  total  disability
    commencing  after  two  years  from the date of issue  will be denied on the
    ground that the disease or impairment  not excluded from coverage by name or
    specific description existed prior to the date of issue of this rider.





(over)


Form TA1094-97





Notice and Proof of Claim - Written notice of claim must be sent to our Variable
Life Service Center:

o   during the lifetime of the insured; and

o   while the insured is totally disabled; and

o   not later than 12 months after this rider terminates.

Proof of claim must be sent to our Variable Life Service  Center within 6 months
of the  notice of claim.  Failure  to give  notice  and  proof  within  the time
required  will not void or reduce any claim if it can be shown  that  notice and
proof were given as soon as was reasonably possible.

Proof of continued total disability must be furnished at our request. Failure to
do so will end the benefit. Such proof will include an authorization to disclose
facts  concerning  the insured's  health,  and may include  medical exams of the
insured  conducted by physicians chosen by us. Such medical exams will be at our
expense.  After total disability has continued for 24 months,  proof will not be
required more than once a year, nor after the policy anniversary nearest age 65.

Benefit  Changes - The  benefit may be changed on written  request.  An increase
will only be allowed if the insured is under age 60 and we receive:

o   evidence of insurability that is satisfactory to us; and

o   payment to us of the premium  sufficient  to keep the policy in force if the
    surrender value is less than all charges due on the policy.

No increase,  when added to the  existing  benefit,  shall exceed the  following
limits:


Maximum Benefit Table
                                        Monthly Benefit
Attained                                  Per $1,000
Age                                       Face Amount
0-19                                         $1.00
20-29                                         1.25
30-39                                         2.00
40-49                                         3.00
50-54                                         4.00
55 and above                                  5.50


The waiver of payment  benefit will be reduced if it exceeds the maximum benefit
after the face  amount of the policy is  reduced.  The  monthly  benefit may not
exceed the amount shown in the Maximum Benefit Table.

The effective date of the changed  benefit will be the first monthly  processing
date on or after the date all  conditions  are met. The changed  benefit will be
shown in supplementary specification pages. The charges for an increased benefit
will be  shown  in a  Supplemental  Insurance  Protection  Charge  Table  if the
insured's underwriting class changes.

Incontestability  - Except  for fraud or failure  to pay the  monthly  insurance
protection  charges,  this  rider  cannot  be  contested  after  the  end of the
following time periods:

o   the initial  benefit  cannot be contested  after the rider has been in force
    during the  insured's  lifetime  and  without  the  occurrence  of the total
    disability of the insured for two years from the date of issue; and

o   an increase in the benefit cannot be contested  after the increased  benefit
    has been in force during the insured's  lifetime and without the  occurrence
    of the total  disability  of the  insured  for two years from its  effective
    date.

Termination - This rider will terminate on the first to occur of:

o   the end of the grace period of a premium in default; or

o   the termination or maturity of the policy; or

o   the day before the policy anniversary nearest  age 65,
    except as provided in the Benefit provision; or

o   the end of the policy month following a request for
    termination.

Rider  Charge  -  Charges  for  this  rider  are  paid as a part of the  monthly
insurance protection charges due under the policy.

The monthly charge is the waiver charge shown in the
Insurance Protection Charge Table multiplied by the
greater of:

o   the monthly insurance protection charges applicable
    to the face amount and other riders covered by this
    rider; or

o   one-half of the waiver of payment benefit shown in the
    specification pages.







Form TA1094-97




General - The specification  pages (see page 3 of the policy) will show the date
of issue of this rider.

When an increase in face amount or an additional rider is applied for, waiver of
payment  coverage  must also be  requested.  We  reserve  the  right to  decline
issuance  of the waiver of payment  coverage  for the  increased  face amount or
additional rider benefit.  If total disability begins during the grace period of
a past due premium, such a premium will be payable.

The waiver of payment  benefit  will not  reduce  any amount  payable  under the
policy.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.

Signed for  Transamerica  Occidental  Life  Insurance  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.



[GRAPHIC OMITTED]


[GRAPHIC OMITTED]







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


Form TA1094-97