2    Form of Contract and Riders


Page 1 of 1
Contract form number

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                                        PLEASE READ THIS CONTRACT CAREFULLY

This modified  single payment  variable  universal life insurance  Contract is a
legal  Contract  between you ("the  owner")  and  Transamerica  Occidental  Life
Insurance Company ("we" and "the Company"). If you pay the required payments, 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.  If the  Contract  is issued with two  insureds,  net death  benefits  are
payable at the death of the last surviving insured. There is no death benefit at
the death of the first of the insureds.

THE DEATH BENEFIT AND CONTRACT VALUE,  WHEN BASED ON THE INVESTMENT  PERFORMANCE
OF THE VARIABLE ACCOUNT, MAY INCREASE OR DECREASE AND ARE NOT GUARANTEED AS TO A
FIXED DOLLAR AMOUNT.  PLEASE REFER TO THE VARIABLE  ACCOUNT AND "WHAT YOU SHOULD
KNOW ABOUT THE DEATH BENEFIT" SECTIONS FOR ADDITIONAL  INFORMATION.  WE AGREE TO
PAY THE BENEFITS OF THIS CONTRACT IN ACCORDANCE WITH ITS TERMS.

RIGHT TO CANCEL
We want you to be satisfied  with the Contract you have  purchased,  and we urge
you to examine it  closely.  If for any  reason you are not  satisfied,  you may
return the Contract to us or an authorized  representative  within 10 days after
receipt of the Contract.  If you return the  Contract,  it will be void from the
date of  issue,  and you will  receive  a refund  equal to the  total of: 1. the
difference between any payments made,  including fees or any other charges,  and
the amounts allocated to
     the Variable Account;
2.    the value of the amounts in the Variable Account on the date the returned
 Contract is received at our
     Variable Life Service Center; and
3. any fees or other charges imposed on amounts in the Variable Account.

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

Home Office: 1150 South Olive, Los Angeles, California 90015
Variable Life Service Center: 440 Lincoln Street, P.O. Box 3800, Worcester,
Massachusetts 01653

This is a legal Contract between Transamerica  Occidental Life Insurance Company
and the  owner.  It is  issued  in  consideration  of the  payment  shown on the
specification pages.

MODIFIED SINGLE PAYMENT VARIABLE UNIVERSAL LIFE INSURANCE CONTRACT
NON-PARTICIPATING


Executive Vice President, General Counsel and Corporate Secretary


President and CEO







(to reviewers: To be updated on final draft)

                                                 Table of Contents

Specification Pages
Definitions
General Terms
Information about you and the beneficiary What you should know about:
             The payments
             Your Contract Value
             The Variable Account
             The Fixed Account
             Transfers
             Borrowing from your Contract
             Surrenders and partial withdrawals
             The death benefit
             The benefit payment options







                                                   Specification

Contract Number: [specimen]

=============================================================================
                    
[First] Insured:               [John Doe]      [First] Insured's Sex:  [Male]
[First] Insured's Age:         [55]           [First] Insured's Underwriting
                                                   Class:  [Non-smoker]
- ----------------------------------------------------------------------------

[Second Insured:]                         [Second Insured's Sex:]
[Second Insured's Age:]    [Second Insured's Underwriting Class:]

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

Date of Issue:  [01/01/1999]   Contract Plan:  Modified Single Payment Variable
                                            Universal Life Insurance Contract
    Face Amount:  [$318,554]              Monthly Processing Date:
                                          [1st of each month]
       Owner(s):  [John Doe]                Rider(s):  [Guaranteed Death Benefit
                                                       Living Benefits]
    Beneficiary at Issue:  [Mary Doe]      Rider[s] Date of Issue:  [01/01/99]
               ---------------------------------------------------------------

Payment:                          [$50,000]
Maximum Payment:                  The greater of [$50,000] or [$4,123] times 
the current Contract year.
Guaranteed Death Benefit
Payment:                          [$x]
Guideline Single Payment:         [$x]
Guideline Level Payment:          [$x]
Final Payment Date:               [01/01/1999]
Maturity Date:                    [01/01/2059]

Initial Payment Allocation:

Variable Sub-Accounts                                       Advisers:

[30%  Transamerica VIF Growth Portfolio  Transamerica Occidental Life Insurance
                                         Company
 20%  Alliance VPF Premier Growth        Alliance Capital Management L.P.
 20%  Dreyfus VIF Capital Appreciation   The Dreyfus Corporation
 20%  OCC Accumulation Trust Managed     OpCap Advisors
  5%  Janus Aspen Worldwide Growth       Janus Capital Corporation]

      Fixed Account
[5%]  Initial Interest Rate: [4%]







                                                   Specification

[First] Insured:        [John Doe]            Contract Number:  [specimen]
[Second Insured:]
               ==========================================================
Minimum Additional Payment:                   [$10,000]
Minimum Fixed Account Interest Rate:          [4% of value not subject to
                                                   Outstanding Loan]
                                              [4% of value securing Outstanding
                                                  Loan - not Preferred Loan]
                                              [5 1/2% of value securing 
                                             Outstanding Loan - Preferred Loan]
Outstanding Loan Interest Rate:               [6%]
Maximum Loan Amount:                          [90% of the result of the 
                                       Contract Value less the surrender charge]
Minimum Loan Amount:                          [$1,000]
Minimum Balance After Withdrawal:             [$10,000]
Free Withdrawal Amount:                       [10% of Contract Value]



Fees and Deductions:                                  Current                       Guaranteed

                                                                                         
Administration Charge:                                [0.30%] Annually (1)          [0.30%] Annually (1)
Distribution Fee (Contract Years 1-10):               [0.40%] Annually (1)          [0.40%] Annually (1)
Tax Charge (Contract Years 1-10):                     [0.20%] Annually (1)          [0.20%] Annually (1)
Insurance Protection Charge:                          [0.50%] Annually (1)          See Page x
Mortality & Expense Risk Charge:                      [0.80%] Annually (2)          [0.80%] Annually (2)
Withdrawal Transaction Fee:                           [No fee assessed.]            [2% of amount withdrawn, not to
                                                                                    exceed $25]


(1)        This charge is deducted monthly from the Contract Value on a pro rata
           basis.  The  monthly  charge is equal to  one-twelfth  of this factor
           times the Contract Value.
(2)        This charge is deducted daily from each sub-account of the Variable 
Account on a pro rata basis.
                                ----------------

          Surrender Charge Table (Percent of Total Payments Withdrawn)
           --------------------------- -------------------------------
                      Contract Year* Total Surrender Charge
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      [1 9%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      2 8%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      3 7%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      4 6%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      5 5%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      6 4%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      7 3%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      8 2%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                      9 1%
           --------------------------- -------------------------------
           --------------------------- -------------------------------
                                     10+ 0%]
           --------------------------- -------------------------------

* If  your  Contract  is  reinstated,  the  surrender  charge  on  the  date  of
reinstatement  will be the  surrender  charge  that was in effect on the date of
default. Subsequent surrender charges will be adjusted accordingly.

If you have  questions  regarding  this Contract or need  assistance  about your
coverage,  please call our  Variable  Life Service  Center.  The phone number is
[1-(800)-782-8315].








                                                   Specification

[First] Insured:        [John Doe]                                             Contract Number:  [specimen]
[Second Insured:]

shapeType20fFlipH0fFlipV0lineWidth38100fShadow0
                            Guaranteed Maximum Monthly Insurance Protection Rate Table

           [Age]               Insurance Protection Rate               [Age]              Insurance Protection Rate
   [Age Younger Insured]             ($) Per $1,000            [Age Younger Insured]           ($) Per $1,000
                                                                                          
            [55                           0.68                          85                          14.17
             56                           0.75                          86                          15.56
             57                           0.83                          87                          17.00
             58                           0.91                          88                          18.48
             59                           1.01                          89                          20.04
             60                           1.11                          90                          21.69
             61                           1.23                          91                          23.48
             62                           1.36                          92                          25.50
             63                           1.51                          93                          27.96
             64                           1.69                          94                          31.38

             65                           1.87                          95                          36.79
             66                           2.07                          96                          46.58
             67                           2.29                          97                          67.04
             68                           2.53                          98                          83.33
             69                           2.79                          99                         83.33]
             70                           3.09
             71                           3.44
             72                           3.83
             73                           4.29
             74                           4.79

             75                           5.33
             76                           5.90
             77                           6.51
             78                           7.15
             79                           7.84
             80                           8.62
             81                           9.49
             82                          10.50
             83                          11.62
             84                          12.86



 Note: [Single life, Male, Age 55, Non-smoker] Based on 1980 CSO Age Last
 Birthday (ALB)Table.






                                               Important Definitions

Age means how old the  insured is on his or her last  birthday  measured  on the
date of issue and each Contract anniversary, thereafter.

Application  is the form you  complete to apply for this  Contract.  It contains
your payment amount,  payment allocation and other information that enable us to
prepare this Contract.  If a medical  questionnaire or other forms are required,
they become a part of the  application.  It is signed by you and the insured and
becomes a part of this Contract.

Assignee is a person to whom you transfer ownership of this Contract.

Attained age is the insured's age as of the insured's last birthday at the start
of the Contract year of  determination.  Attained age is used in the calculation
of the guideline minimum sum insured.

Beneficiary  is the person or persons you name to receive the net death  benefit
when the Insured dies.

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

Contract  change means any change in the  underwriting  class or the addition or
deletion of a rider.

Contract  owner is the person who may exercise  all rights  under the  Contract,
with the consent of any irrevocable  beneficiary.  "You" and "your" refer to the
Contract Owner in this prospectus.

Contract  Value is the sum of your values in the Variable  Account and the Fixed
Account.

Date of issue is the date coverage  under this policy  becomes  effective and is
stated on the specification pages.  Contract months, years and anniversaries are
measured from this date.

Death  benefit is the amount  payable  when the insured dies before the Maturity
Date,  before deductions for monthly  deductions,  any outstanding loan, due and
unpaid partial withdrawals, withdrawal transaction fees and applicable surrender
charges.

Earnings  means the amount by which the  Contract  Value  exceeds the sum of the
payments made less any payments that were previously considered  withdrawn.  For
Contract loan purposes, Earnings are calculated on each monthly processing 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 Contract
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 in the
specification  pages of the  Contract.  The death  benefit  is based on the face
amount; see the "What You Should Know About The Death Benefit" section.

Final payment date is the Contract anniversary  immediately before the insured's
100th  birthday.  If there  are two  insureds,  the  final  payment  date is the
Contract  anniversary  immediately  before the younger insured's 100th birthday.
This date is shown on the specification  pages. No payments are permitted by you
after this date. No monthly deduction  (including  insurance protection charges)
will be deducted  from the Contract  Value after this date.  Generally,  the net
death  benefit  after this date will equal 101% of the Contract  Value minus any
outstanding  loan,  except as otherwise  provided in a Guaranteed  Death Benefit
Rider if attached to this Contract.

Fixed  Account is the part of the  Company's  General  Account to which all or a
portion of a payment or transfer may be allocated.

General  Account  is the  assets  of the  Company  that are not  allocated  to a
Separate Account.

Guideline  Minimum  Sum  Insured  is not less  than the  minimum  death  benefit
required to qualify the Contract as "life insurance" under federal tax laws. The
guideline minimum sum insured is the product of
      the Contract Value TIMES
      a percentage based on the insured's attained age.

Guideline  single  premium  is used to  determine  the  face  amount  under  the
Contract.

Internal  Revenue Code or Code is the Internal Revenue Code of 1986, as amended,
and rules and regulations.

Insurance protection amount is the death benefit minus the Contract Value.

Insured is the  person or persons  covered  as  indicated  on the  specification
pages.  If more than one insured is named,  all provisions of this Contract that
are based on the death of the insured  will be based on the date of death of the
last survivor of the persons named.

Loan value is the maximum amount you may borrow under the Contract.

Maturity Date is the Contract anniversary immediately before the insured's 115th
birthday.  If  there  are  two  insureds,  the  maturity  date  is the  Contract
anniversary immediately before the younger insured's 115th birthday.

Monthly deductions is the amount of money that we deduct from the Contract Value
each month to pay for the Administration  Charge,  Monthly Insurance  Protection
Charge, Distribution Fee and the Tax Charge.

Monthly  insurance  protection charge is the amount of money that we deduct from
the Contract Value each month to pay for the insurance and any riders.

Monthly  processing  date is the date the monthly  charges are deducted from the
Contract Value. This date is shown on the specification pages. If the Company is
not open on this date,  the monthly  processing  date for that month will be the
next business date.

Net death benefit: Through the final payment date the net death benefit is:
      The death benefit; MINUS
      Any  outstanding  loan on the insured's  death,  rider charges and monthly
     deductions  due and unpaid  through the Contract month in which the insured
     dies, as well as any partial withdrawals,  withdrawal transaction fees, and
     applicable surrender charges.
After the final payment date,  except as provided  otherwise  under a Guaranteed
Death Benefit Rider if attached to this Contract, the net death benefit is:
      101% of the Contract Value; MINUS
      Any outstanding  loan on the insured's death through the Contract month in
     which the  insured  dies and any  unpaid  partial  withdrawals,  withdrawal
     transaction fees and applicable surrender charges.

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

Portfolio is a separate investment series for investment by a sub-account of the
Variable Account.

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 portion of the Contract Value in each  sub-account  of the Variable  Account
and the portion of the  Contract  Value in the Fixed  Account  have to the total
Contract Value net of any outstanding loans.

Preferred Loan is the portion of any outstanding loan secured by Earnings.

Preferred  Loan Rate is the Minimum  Fixed  Account  Interest  Rate shown in the
specification  pages  regarding  the rate that  applies  to the  value  securing
Outstanding Loan - Preferred Loan.

Rider is an optional  benefit that may be added to your Contract.  An additional
charge may be required for a rider.

Second-to-die  is a Contract  issued as a joint  survivorship  ("Second-to-Die")
Contract.  Life  insurance  coverage is provided  for two  insureds,  with death
benefits payable at the death of the last surviving insured.

Separate account is a segregated account established by the Company.  The assets
are not  commingled  with the  Company's  general  assets and are not subject to
claims of the Company's creditors.

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

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

Surrender  value is the amount payable on a full  surrender.  It is the Contract
Value less any outstanding loan and surrender charges.

Transamerica is Transamerica Occidental Life Insurance Company.  "We", "our", 
"us" and "Company" refer to Transamerica in this Contract.

Underwriting class means the insurance risk classification that we assign to the
insured based on the  information in the  application  and any other evidence of
insurability we obtain.  The  underwriting  class affects the monthly  insurance
protection charge.

Unit is a measure of your interest in a sub-account.

Variable Account is the Company's  Separate Account,  consisting of sub-accounts
that invest in the underlying Portfolios.

Variable Life Service Center is the Company's office at 440 Lincoln Street, P.O.
Box 3800 Worcester, Massachusetts 01653.

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

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






                                                   General Terms

Entire                       Contract   We  have   issued   this   Contract   in
                             consideration  of the application and your Contract
                             payment.  A copy of the application is attached and
                             is part of this  Contract.  This  Contract,  with a
                             copy of the  application,  and any attached Riders,
                             is the  entire  Contract  between  you and us.  The
                             entire Contract also includes:
                                   a copy  of any  application  to  change  to a
                                   better    underwriting    class,    any   new
                                   specification  pages,  and  any  supplemental
                                   pages issued.

                             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
                             the  application and the application is attached to
                             this Contract  when it is issued or delivered.  Our
                             representatives  are not  permitted  to change this
                             Contract  or extend the time for  making  payments.
                             Only our  President  or a Vice  President  together
                             with our  Secretary  may change the  provisions  of
                             this Contract, and then only in writing.

Right  To  Contest  The A  contest  is any  action  taken by us to  cancel  your
insurance  or deny a claim  based on Contract  Is Limited  untrue or  incomplete
answers in your  application.  Except for fraud or nonpayment of payments,  this
Contract 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  underwriting  class  is  changed  at  your
                             request,  we cannot contest the change after it has
                             been in force for two years from its effective date
                             and the insured is alive.

Non-Participating No insurance dividends will be paid on this Contract.

Adjustment  Of Interest We determine the Fixed  Account  interest  rates used to
calculate  the  Contract   Value,   Rates  subject  to  the  guarantees  on  the
specification pages.

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 total amount
                             of payments made to us less any  outstanding  loans
                             and amounts withdrawn.

Notice                       Of First To Die If more than one  insured  is named
                             on the  specification  pages, upon the death of the
                             insured  who dies first,  the owner  agrees to mail
                             proof of death to the Variable Life Service Center,
                             within  90 days of the  date of  death,  or as soon
                             thereafter as is reasonably possible.








                                             (General terms continued)
Misstatement                 Of Age Or Sex On the date of death of the  insured,
                             the death  benefit  will be reduced or increased if
                             the Age or sex is misstated. The adjustment will be
                             based  upon the ratio of the  Maximum  Payment  for
                             this  Contract  to  the  Maximum  Payment  for  the
                             Contract issued at the correct Age or 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  Contract  cannot  be
                             reached   by  the   beneficiary's   creditors.   No
                             beneficiary may assign,  transfer,  anticipate,  or
                             encumber the Contract  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    Contract Values in each sub-account and in
                                   the Fixed Account;
                             o    the value of the Contract if surrendered;
                             o    payments made by you and charges deducted by
                                    us since the last report;
                             o    the outstanding loan and any other information
                                         required by law; and
                             o    the death benefit.







                                     Information about you and the beneficiary

Owner                        The  insured is the owner of this  Contract  unless
                             another   person  (which  could  include  a  trust,
                             corporation,  partnership,  etc.)  is  named as the
                             owner in the application.  The owner may change the
                             ownership of this  Contract  without the consent of
                             any   beneficiary   except   that  an   irrevocable
                             beneficiary must agree to the change in writing.

Assignment  You may change the ownership of this Contract by sending us a signed
written request.  An absolute assignment will transfer ownership of the Contract
from you to  another  person  called  the  assignee.  You may also  assign  this
Contract  as  collateral  to a  collateral  assignee.  The  limitations  on your
ownership rights while a collateral assignment is in effect are specified in the
assignment.  An assignment  will take place only when the signed written request
is recorded at our Variable Life Service  Center.  When  recorded,  it will take
effect on 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                  You name the  beneficiary  to receive the net death
                             benefit.   The   beneficiary's   interest  will  be
                             affected by any  assignment you make. If you assign
                             this  Contract 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.

                             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  Contract.  Unless  you have asked
                             otherwise, the 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 at
                             the  Variable  Life  Service  Center.   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  Contract
                             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 and changed
after Contract issue by a signed written request.  If the common disaster option
is in effect on the date of the insured's  death,  the beneficiary must be alive
for 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 that the
beneficiary  must live after the  insured's  death is  selected  by you when you
elect the common disaster option. Unless you elect otherwise by written request,
the common disaster option under the Contract will provide for a 10-day period.







                                      What you should know about the payments

     Payments  This Contract will not be in force until the Payment shown on the
     specification pages 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,  subject to the  minimum  additional  payment  amount and the
     maximum  payment  amount,  shown  on the  specification  pages.  A  payment
     required  to keep the  Contract in force will not be subject to the minimum
     additional payment or maximum payment limitations. Payments must be sent to
     our Variable Life Service Center .

                             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 Contract in force is
                             described in the Grace Period provision.

     We may require  evidence of  insurability  before  accepting an  additional
     payment, if the additional payment would increase the net death benefit.


     We may limit the amount you pay us. The sum of all  payments  made from the
     date of issue,  minus  any  partial  withdrawals,  may not be more than the
     greater of: o The guideline  single payment,  or o The sum of the guideline
     level payments on the date of payment.

                             The  guideline  payment  limits  are  shown  on the
                             specification pages. These payment limitations will
                             not apply if they prevent you from paying us enough
                             to keep the Contract in force.

                             Guideline  payment 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 Contract 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  Contract  from time to time, we will remove excess
     payments made from the Contract, 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  Contract,  since such actions may reduce the
     guideline payment limits allowable for the Contract. The
                             portion of the  payment  that cannot be accepted as
                             payment   will  be  applied   first   against   any
                             outstanding  Contract  loans. We will refund to you
                             any excess  amount  (including  interest) not later
                             than 60 days after the end of that Contract year.

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









(What you should know About the Payments continued)

          Grace  Period This  Contract  will  terminate  62 days after a monthly
          processing  date on which the surrender  value is less than zero.  The
          62-day  period is a grace  period.  At least 61 days before the end of
          the grace  period,  we will mail the  Owner and any  Assignee  written
          notice of the amount of payment that will be required to continue this
          Contract in force.  The  required  payment will be no greater than the
          amount  required to pay the  guaranteed  monthly  deductions for three
          months as of the day the grace period  began.  The Contract will lapse
          if the  amount  shown in the notice  remains  unpaid at the end of the
          grace period. The Contract  terminates on the date of lapse. The death
          benefit  during  the  grace  period  will be  reduced  by any  overdue
          charges.

          Reinstatement  If this Contract 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 Contract)  within three years
          after  the date of  default  or  foreclosure.  We will  reinstate  the
          Contract 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; o a payment sufficient
          to cover the cost of all  Contract  charges  that were due and  unpaid
          during the grace period; o a payment large enough to keep the Contract
          in force for three months; and o payment or reinstatement of any loans
          against the Contract that existed at the end of the grace period.

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

          The  Contract  Value on the  reinstatement  date is:  the  payment  to
          reinstate the Contract, including the interest earned from the date we
          received your payment, plus an amount equal to the Contract Value less
          any outstanding loan on the default date; less the monthly  deductions
          due on the reinstatement date.

                           The surrender charge on the reinstatement date is the
                           charge that was in effect on the date of default.







                                  What you should know about your Contract Value

          Allocation  of New  Payments  You may allocate the payments to: any of
          the sub-accounts  which are available at the time the payment is made;
          and/or, 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  [twenty].
                             All  percentage   allocations   must  be  in  whole
                             numbers,  with the total allocation to all selected
                             accounts equaling 100%. Allocations of less than 5%
                             to a  sub-account  or to the Fixed Account may only
                             be made with our consent.

Allocation Of Initial If you make a payment with your application or at any time
before the Contract is Payments approved by us, we may put that 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  Contract  is
                             approved by us, the  Contract  Value you elected to
                             allocate   to  the   Variable   Account   will   be
                             transferred  from the Fixed  Account  to either the
                             sub-accounts  you  have  elected  or to  the  Money
                             Market sub-account.  In any event, we will transfer
                             any Variable Account Contract 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  Contract and request a refund of your
                             payments.

Monthly                      Deduction  Beginning  on the date this  Contract is
                             issued and on every monthly processing date through
                             the  final   payment   date,  we  will  deduct  the
                             following   monthly   charges  pro  rata  from  the
                             Contract Values:
                                  o   Administration Charge;
                                  o   Distribution Fee;
                                  o   Tax Charge; and
                                  o   Insurance Protection Charge.

                             The  amounts of the  monthly  deductions  and their
                             durations are shown on the specification  pages. No
                             additional  monthly  deductions  will  be  assessed
                             following the end of the duration  period.  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.

Administration               Charge The Administration Charge compensates us for
                             the  cost  of  providing   administrative  services
                             attributable to this Contract.

Distribution Fee The Distribution Fee compensates us for distribution expenses.

Tax Charge                   This charge compensates us for certain federal,
state and local taxes we must pay.











Insurance                    Protection  Charge The Insurance  Protection Charge
                             compensates  us for the cost of  providing  a death
                             benefit  in  excess  of the  Contract  Value.  This
                             charge  will  not  exceed  the  guaranteed  maximum
                             insurance protection charge. The guaranteed maximum
                             insurance  protection charge for any Contract month
                             is equal to (a) times (b),  where:  (a) is the rate
                             shown in the Guaranteed  Maximum Monthly  Insurance
                             Protection Rate
                                  Table shown on the  specification  pages,  and
                             (b) is the insurance  protection  amount divided by
                             $1,000.

                             The insurance  protection  rates  actually  charged
                             will never be higher than the guaranteed  rates. We
                             may change the insurance protection rates from time
                             to  time.  Any  change  in the  rates  for  monthly
                             insurance  protection  charges  will  apply  to all
                             Contracts 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, and persistency. We will review
                             the  actual  insurance  protection  rates  for this
                             Contract  whenever  we change  these  rates for new
                             Contracts.  In any event, rates will be reviewed no
                             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  Contract  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 contracts  that are supported by this account
               will not be charged with  liabilities that arise out of any other
               business we conduct.

                             This  Variable  Account,  which we  established  to
                             support  variable  life  insurance  Contracts,   is
                             registered   with  the   Securities   and  Exchange
                             Commission  (SEC) as a unit investment  trust under
                             the Investment Company Act of 1940. The laws of the
                             State of California also govern it.

                             This  Variable  Account has  several  sub-accounts.
                             Each  sub-account  invests its assets in a separate
                             series of a registered investment company (called a
                             "portfolio").  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 these sub-accounts in which you
                             may invest.

                    Variable  Account  Contract  Value Not  later  than two days
                    after the date this  Contract is  approved  for issue by us,
                    the  Contract  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 Contract
                    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  Contract  and  request  a  refund  of  your  payments.
                    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 payment will
                             purchase.

                             The number of units will remained fixed unless:
                             (1) changed by a subsequent split of unit value, or
                             (2) reduced because of a transfer, transfer charge,
                             Contract  loan,  partial   withdrawal,   withdrawal
                             transaction fee, monthly  deductions,  surrender or
                             surrender charge allocated to the sub-account.










Variable  Account  Contract Any transaction  described in (2) will result in the
cancellation of the number of Value units which are equal in value to the amount
of the transaction.  On each valuation (Continued) date we will value the assets
of each sub-account in which there has been activity.
                             The value in a sub-account  at any time is equal to
                             the number of units this  Contract 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) where:  (a) is the net asset  value
                             per  share  of  a  portfolio   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
                                  portfolio on shares held in the sub-account if
                                  the  "ex-dividend"   date  occurs  during  the
                                  current valuation period;
                             (c)  is  the  net  asset   value  per  share  of  a
                                  portfolio   share  held  in  the   sub-account
                                  determined  as of the  end of the  immediately
                                  preceding valuation period; and
                             (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. This charge may
                             be  increased or  decreased,  but will never exceed
                             the maximum mortality and expense risk charge shown
                             on the specification  pages.  Expense and mortality
                             results  may  not  adversely  affect  this  maximum
                             charge. 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 that  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.







(what you should know about the Variable Account -continued)

Addition,  Deletion Or We may not change the  investment  policy of the Variable
Account  without the  approval  Substitution  Of  Investments  of the  Insurance
Commissioner of California. This approval process is on file with the
                             Commissioner  of your state.  We reserve the right,
                             subject  to  applicable  law,  to add,  delete,  or
                             substitute  the shares of a portfolio 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  portfolio if they are
                             no  longer  available  for  investment,  or  if  we
                             believe  investing  more  in  any  portfolio  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.
Reviewer This will not, however,  prevent the Variable Account from buying other
shares of Previous  version  state  underlying  securities  for other  series or
classes of contracts or policies, or from contracts and contracts,  permitting a
conversion  between  series or classes of contracts or policies  when changed to
contracts and requested by the Contract Owner. We reserve the right to establish
other policies  sub-accounts,  and to make them available to any class or series
of contracts and
                             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  Contract  by written  notice to  reflect  the
                             substitution  or  change.  If we think it is in the
                             best  interests  of  our  Contract  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
                             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
                             Variable  Account  is  currently  not  taxable,  we
                             reserve the right to charge for taxes if it becomes
                             taxable.

                    Splitting  Of Units We reserve  the right to split the value
                    of a unit,  to either  increase  or  decrease  the number of
                    units.  Any splitting of units will have no material  effect
                    on Contract 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 The interest  rates  credited to Contract  Value in the
Fixed Account are set by us, but Rates will never be less than the Minimum Fixed
Account Interest Rate shown in the
                             specification   pages.  We  may  establish   higher
                             interest rates,  and the initial interest rates and
                             the  renewal   interest  rates  may  be  different.
                             Interest rates will be determined as follows:
                                   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  Contract  anniversary  unless you borrow
                                  from that Contract Value.
                                   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 Contract anniversary
                                  unless you borrow from that Contract Value.
                                   Contract  Values in the Fixed  Account on the
                                  Contract  anniversary  will be  credited  with
                                  interest  at  the  renewal  interest  rate  in
                                  effect  on the  Contract  anniversary  for one
                                  year so long as  those  values  remain  in the
                                  Fixed Account and are not borrowed.
                                   The interest  rate we use for that portion of
                                  the Contract Value that equals the outstanding
                                  loan will be no less than the guaranteed rates
                                  shown on the  specification  pages. One of the
                                  rates shown is the Preferred Loan Rate,  which
                                  applies   only  to  loans   qualifying   as  a
                                  Preferred Loan.






Fixed Account  Contract On each monthly  processing  date, the Contract Value of
the Fixed Account is equal to: Value o the Contract Value in this account on the
preceding monthly processing date
                                  increased by one month's interest; plus
                             o    payments   received  since  the  last  monthly
                                  processing  date  that  are  allocated  to the
                                  Fixed  Account plus the interest  accrued from
                                  the date the payments are received by us; plus
                             o    Variable Account Contract Value transferred to
                                  the Fixed Account from any sub-accounts  since
                                  the   preceding   monthly   processing   date,
                                  increased  by  interest   from  the  date  the
                                  Contract Value is transferred; minus
                             o    Contract  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,
                                  any withdrawal  transaction fees and surrender
                                  charges   assessed   since  the  last  monthly
                                  processing  date,  interest  accrued  on these
                                  withdrawals  and charges  from the  withdrawal
                                  date to the monthly processing date; minus
                             o    the   portion   of  the   monthly   deductions
                                  allocated to the  Contract  Value in the Fixed
                                  Account.

                             During  any  Contract   month  the  Fixed   Account
                             Contract  Value will be  calculated on a consistent
                             basis.

Basis Of Value Of The We base the minimum  surrender  value in the Fixed Account
on the minimum Fixed Account Fixed Account  interest  rates and mortality  table
shown on the specification  pages.  Actual Contract 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 state in which this
Contract is delivered.

What You Should Know About  While the  Contract  is in force,  you may  transfer
amounts  between  the Fixed  Account and  Transfers  the  sub-accounts  or among
sub-accounts on request. You may transfer, without charge,
                             all of the Contract  Value in the Variable  Account
                             to the  Fixed  Account  once  during  the  first 24
                             months  after  the  Contract  is issued 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  Contract  year  and  set  other
                             reasonable rules controlling transfers.

                             If a transfer  would reduce the Contract 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
                             eighteen (18)  transfers in a Contract  year, but a
                             transfer  charge  of up to $25 may be  assessed  on
                             each additional transfer.  Any transfer charge will
                             be deducted  from the amount  that is  transferred.
                             There is no charge for transfers that result from a
                             Contract loan or repayment of a loan.






             What you should know about borrowing from your Contract

                             To borrow from this Contract,  the only  collateral
you will need is the Contract itself.

Amount                       You May Borrow The  maximum  loan  amount is 90% of
                             the  result  of  Contract   Value  less   surrender
                             charges.  You may  borrow an amount  subject to the
                             minimum shown on the specification pages, up to the
                             maximum loan amount minus any outstanding  loan. 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 value in each sub-account equal to the
                             Contract loan allocated to each  sub-account to the
                             Fixed Account.

Loan Interest You will pay interest on your loan at an annual rate  indicated on
the  specification  pages.  Interest  accrues daily and is payable at the end of
each Contract  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  Contract  Value in the  Fixed  Account,  we will  offset  this
shortfall by transferring  funds from the sub-accounts to the Fixed Account.  We
will  allocate  the  transferred  amount  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  You may repay the outstanding  loan at any time before
this Contract  lapses and before Loan the maturity  date.  When you repay it, we
will transfer the Contract Value that is
                             securing  the  loan  in the  Fixed  Account  to the
                             various  sub-accounts  and  increase  the  value in
                             them.  You may tell us how to allocate  repayments.
                             Otherwise,  we may 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
                             to secure the outstanding loan.

Foreclosure                  If at any time the amount of the  outstanding  loan
                             is  higher  than  the  Contract   Value  minus  the
                             surrender charge, we will terminate the Contract.

                             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
                             after this  notice is  mailed,  the  Contract  will
                             terminate  with no value.  You may  reinstate  this
                             Contract  in  accordance  with  the   Reinstatement
                             provision.










          WHAT YOU SHOULD KNOW ABOUT SURRENDERS AND PARTIAL WITHDRAWALS

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


The surrender  value equals the Contract  Value minus the  outstanding  loan and
surrender  charge.  You will find the  surrender  charges  on the  specification
pages.

Partial                      Withdrawals  You may withdraw part of the surrender
                             value on written  request.  Each withdrawal must be
                             at least $1,000. The withdrawal  transaction fee in
                             effect  on  the  date  of  issue  is  shown  on the
                             specification pages. The withdrawal transaction fee
                             is  subject to  change,  but will never  exceed the
                             guaranteed charge shown on the specification pages.

                             We will  not  permit  a  partial  withdrawal  if it
                             reduces the Contract  Value amount to less than the
                             minimum amount shown on the specification pages.

                             The face  amount  will be  reduced  proportionately
                             based on the  ratio of the  amount  of the  partial
                             withdrawal and charges to the Contract Value on the
                             date of  withdrawal.  The  Contract  Value  will be
                             reduced  by the amount of the  partial  withdrawal,
                             the withdrawal  transaction  fee and any applicable
                             surrender charges.

                             If you do not  allocate a partial  withdrawal,  its
                             fee and its charges  between the Fixed  Account and
                             each sub-account,  we will  automatically  allocate
                             them pro rata.

Free                         Withdrawal  Amount The free withdrawal  amount will
                             not  be  subject  to  the  surrender   charge.   as
                             described  on the  specification  pages.  The  free
                             withdrawal  amount equals (a) minus (b), where: (a)
                             is  the  free   withdrawal   amount  shown  on  the
                             specification  pages,  and (b) is the  total of the
                             withdrawals  (or portions of them) made in the same
                             Contract  year that were exempt from the  surrender
                             charge.

                             The free  withdrawal  amount is first deducted from
                             earnings.   Withdrawals   in  excess  of  the  free
                             withdrawal  amount are deducted  from  payments not
                             previously   considered  withdrawn  on  a  last-in,
                             first-out basis.  Surrender  charges  applicable to
                             the  excess   withdrawal   are   described  on  the
                             specification pages.








(WHAT YOU SHOULD KNOW ABOUT SURRENDERS AND PARTIAL WITHDRAWALS - continued)

Postponement                 Of Payment We may postpone  any  transfer  from the
                             Variable Account,  or payment of any amount payable
                             on:
                                       surrender,
                                       partial withdrawal,
                                       transfer,
                                       Contract loan, or
                                       death of the insured.

                             The  postponement  will continue  during any period
when:
                             o    trading  on the New  York  Stock  Exchange  is
                                  restricted as determined by the Securities and
                                  Exchange  Commission,  or the New  York  Stock
                                  Exchange   is  closed   for  days  other  than
                                  weekends and holidays, or
                             o the Securities  and Exchange  Commission by order
                             has permitted such suspension,  or o the Securities
                             and Exchange Commission has determined that such an
                             emergency
exists that disposal of portfolio securities or valuation of assets is not
                                  reasonably practical.

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









                                   What you should know about the death benefit

     Net Death  Benefit If the insured dies before the maturity  date and before
     the  Contract 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; and, if after
                             the final payment date,  (2) whether the Guaranteed
                             Death Benefit Rider is in effect at the time of the
                             insured's death.

     If the  insured  dies on or before  the final  payment  date then the death
     benefit is the  greater of the face  amount or the  guideline  minimum  sum
     insured.  The net death benefit is  determined by deducting  from the death
     benefit:  any  outstanding  loan and any monthly  deductions due and unpaid
     through  the  Contract  month in which  the  insured  dies,  as well as any
     partial withdrawals,  withdrawal transaction fees, and applicable surrender
     charges.

                             After the final  payment  date,  except as provided
                             under a Guaranteed  Death Benefit Rider if attached
                             to this Contract, the net death benefit is:
                                   101% of the Contract Value; minus
                                   Any  outstanding  loan on the insured's death
                                  through  the  Contract   month  in  which  the
                                  insured   dies   and   any   unpaid    partial
                                  withdrawals,  withdrawal  transaction fees and
                                  applicable surrender 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.












                                                       Guideline Minimum Sum Insured Table
                                  Attained Age           Percentage           Attained Age           Percentage
                                   40 or less               265%                   66                   134%
                                                                                             
                                       41                   258%                   67                   133%
                                       42                   251%                   68                   132%
                                       43                   244%                   69                   131%
                                       44                   237%                   70                   130%
                                       45                   230%                   71                   128%
                                       46                   224%                   72                   126%
                                       47                   218%                   73                   124%
                                       48                   212%                   74                   122%
                                       49                   206%                 75-85                  120%
                                       50                   200%                   86                   118%
                                       51                   193%                   87                   116%
                                       52                   186%                   88                   114%
                                       53                   179%                   89                   112%
                                       54                   172%                   90                   110%
                                       55                   165%                   91                   108%
                                       56                   161%                   92                   106%
                                       57                   157%                   93                   105%
                                       58                   153%                   94                   105%
                                       59                   149%                   95                   105%
                                       60                   145%                   96                   104%
                                       61                   143%                   97                   103%
                                       62                   141%                   98                   102%
                                       63                   139%                   99                   101%
                                       64                   137%                100-115                 101%
                                       65                   135%


Required  Minimum  Amount of This  Contract is intended to qualify under Section
7702 of the Internal Revenue Code Death Benefit as a life insurance Contract for
federal tax purposes. The provisions of this
                              Contract  (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  Contract  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.

                              This death benefit is  calculated  by  multiplying
                              the Contract Value by the percentage  shown in the
                              preceding  table.  The death  benefit  under  this
                              Contract  will  not be  less  than  the  guideline
                              minimum sum insured as  specified in the tax code.
                              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 Contract.









             What you should know about the benefit payment options

          Benefit  Options When the insured  dies, we will pay the death benefit
          in a lump sum unless you or the  beneficiary  choose a benefit option.
          You may choose a benefit  option  while the  insured  is  living.  The
          beneficiary  may choose a benefit  option  after the insured has died.
          The  beneficiary's  right to choose will be subject to any  settlement
          agreement in effect at the insured's death. You may also choose one of
          these  options as a method of  receiving  the  surrender  or  maturity
          proceeds, if any are available under this Contract.  When we receive a
          satisfactory signed written request, we will pay the benefit according
          to one of these options.

          Option  A:  Installment  for a We will pay  equal  installments  for a
          guaranteed  period of from one to thirty years. Each Guaranteed Period
          installment  will consist of part benefit and part  interest.  We will
          pay the installments monthly, quarterly, semi-annually or annually, as
          requested. See Table A on next page.

               Option B: Installments for We will pay equal monthly installments
               as long as the  payee is  living,  but we will  not  Life  with a
               Guaranteed make payments for less than the guaranteed  period the
               payee  chooses.  The  guaranteed  Period  (Table B) period may be
               either  10  years  or 20  years.  We will  pay  the  installments
               monthly. See Table B on next page.

Option C: Benefit  Deposited  We will hold the benefit on deposit.  It will earn
interest at the annual  interest rate we with Interest are paying as of the date
of death, surrender or maturity. We will not pay less than 2
                               1/2%  annual  interest.  We will  pay the  earned
                               interest  monthly,  quarterly,  semi-annually  or
                               annually,  as  requested.  The payee may withdraw
                               part or all of the benefit and earned interest at
                               any time.

Option D:  Installments of a We will pay installments of a selected amount until
we have paid the entire benefit and Selected Amount accumulated interest.

Option                         E:  Annuity  We will use the  benefit as a single
                               payment to buy an  annuity.  The  annuity  may be
                               payable to one or two  payees.  It may be payable
                               for life with or without a guaranteed  period, as
                               requested.  The annuity  payment will not be less
                               than what our current annuity  Contracts are then
                               paying.

General                        The payee may arrange any other method of benefit
                               as long as we agree to it.  The payee  must be an
                               individual  receiving  payment  in his or her own
                               right.  There must be at least $10,000  available
                               for any option and the amount of each installment
                               to each  payee  must  be at  least  $100.  If the
                               benefit  amount  is  not  enough  to  meet  these
                               requirements,  we will pay the  benefit in a lump
                               sum.

               Steve: The first installment due under any option will be for the
               period  beginning  on the  date of Is  this  any  better?  death,
               maturity or surrender,  whichever applies.  Any unpaid balance we
               hold under  Options A, B or D will earn  interest  at the rate we
               are paying at the time of  settlement.  We will not pay less than
               3% annual interest. Any benefit we hold will be combined with our
               general assets.

                               If  the  payee  does  not  live  to  receive  all
                               guaranteed payments under Options A, B, C, D or E
                               or any amount  deposited under Option C, plus any
                               accumulated  interest,  we will pay the remaining
                               benefit as scheduled to the payee's  estate.  The
                               payee may name and change a  successor  payee for
                               any  amount we would  otherwise  pay the  payee's
                               estate.








                           Table A: Installments for Each $1,000 Payable under Option A
Multiply the Monthly Installment by 11.83895 for annual, by 5.96322 for semi-annual, or by 2.99263 for quarterly
Installments
- ------------------ ---------------- ----------------- ---------------- ----------------- -----------------
   Guaranteed          Monthly         Guaranteed         Monthly         Guaranteed         Monthly
 Period (Years)      Installment     Period (Years)     Installment     Period (Years)     Installment
- ------------------ ---------------- ----------------- ---------------- ----------------- -----------------
                                                                              
        1              $84.47              11              $8.86              21              $5.32
        2               42.86              12              8.24               22               5.15
        3               28.99              13              7.71               23               4.99
        4               22.06              14              7.26               24               4.84
        5               17.91              15              6.87               25               4.71
        6               15.14              16              6.53               26               4.59
        7               13.16              17              6.23               27               4.48
        8               11.68              18              5.96               28               4.37
        9               10.53              19              5.73               29               4.27
       10               9.61               20              5.51               30               4.18
- ------------------ ---------------- ----------------- ---------------- ----------------- -----------------

                        Table B: Monthly Installment for each $1,000 Payable under Option B
            ------------------- --------------------               ----------------------- ----------------------
                Male Payee         Female Payee                          Male Payee            Female Payee
            ------------------- --------------------               ----------------------- ----------------------
            ----------------------------------------               ----------------------------------------------
                    Guaranteed Period (Yr.)                                   Guaranteed Period (Yr.)
                                                                   ----------------------------------------------
- ----------- --------- --------- ---------- ---------     ---------
   Age       10 Yr.    20 Yr.    10 Yr.     20 Yr.         Age       10 Yr.      20 Yr.      10 Yr.     20 Yr.
- ----------- --------- --------- ---------- ---------     --------- ----------- ----------- ----------- ----------
    11      $ 2.90     $ 2.89      2.83      2.83           51       $ 4.44      $ 4.26      $ 4.10       4.02
    12         2.91      2.91      2.84      2.84           52         4.53        4.32        4.17       4.08
    13         2.93      2.92      2.86      2.85           53         4.62        4.39        4.25       4.14
    14         2.94      2.94      2.87      2.87           54         4.71        4.46        4.33       4.21
    15         2.96      2.96      2.88      2.88           55         4.81        4.52        4.42       4.28
    16         2.98      2.97      2.90      2.90           56         4.92        4.59        4.51       4.35
    17         3.00      2.99      2.91      2.91           57         5.03        4.66        4.61       4.42
    18         3.01      3.01      2.93      2.93           58         5.15        4.73        4.71       4.50
    19         3.03      3.03      2.95      2.94           59         5.27        4.80        4.82       4.57
    20         3.05      3.05      2.96      2.96           60         5.40        4.87        4.94       4.65
    21         3.08      3.07      2.98      2.98           61         5.53        4.94        5.06       4.72
    22         3.10      3.09      3.00      2.99           62         5.68        5.00        5.19       4.80
    23         3.12      3.11      3.02      3.01           63         5.83        5.07        5.33       4.88
    24         3.14      3.14      3.04      3.03           64         5.98        5.13        5.47       4.95
    25         3.17      3.16      3.06      3.05           65         6.15        5.18        5.63       5.02
    26         3.20      3.19      3.08      3.07           66         6.32        5.24        5.79       5.09
    27         3.22      3.21      3.10      3.10           67         6.50        5.28        5.96       5.15
    28         3.25      3.24      3.12      3.12           68         6.68        5.33        6.14       5.21
    29         3.28      3.27      3.15      3.14           69         6.88        5.36        6.33       5.27
    30         3.31      3.30      3.17      3.17           70         7.07        5.40        6.53       5.32
    31         3.34      3.33      3.20      3.19           71         7.27        5.42        6.73       5.36
    32         3.38      3.36      3.23      3.22           72         7.48        5.45        6.94       5.40
    33         3.41      3.39      3.26      3.25           73         7.68        5.46        7.16       5.43
    34         3.45      3.43      3.29      3.28           74         7.88        5.48        7.38       5.45
    35         3.49      3.46      3.32      3.31           75         8.08        5.49        7.60       5.47
    36         3.53      3.50      3.35      3.34           76         8.27        5.50        7.82       5.48
    37         3.57      3.54      3.39      3.37           77         8.46        5.50        8.04       5.49
    38         3.62      3.58      3.42      3.41           78         8.63        5.51        8.25       5.50
    39         3.67      3.62      3.46      3.44           79         8.79        5.51        8.45       5.51
    40         3.72      3.67      3.50      3.48           80         8.94        5.51        8.64       5.51
    41         3.77      3.71      3.54      3.52           81         9.07        5.51        8.82       5.51
    42         3.82      3.76      3.59      3.56           82         9.18        5.51        8.97       5.51
    43         3.88      3.81      3.63      3.60           83         9.28        5.51        9.11       5.51
    44         3.94      3.86      3.68      3.65           84         9.36        5.51        9.23       5.51
    45         4.00      3.91      3.73      3.69          85+         9.42        5.51        9.32       5.51
                                                         --------- ----------- ----------- ----------- ----------
    46         4.07      3.97      3.78      3.74        Ages younger than 11 are the same shown for age 11,
                                       and
    47         4.14      4.02      3.84      3.79        ages older than 85 are the same as shown for age 85.
    48         4.21      4.08      3.90      3.85
    49         4.28      4.14      3.96      3.90
    50         4.36      4.20      4.03      3.96
- ----------- --------- --------- ---------- ---------








                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
           OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER)

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

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,
                             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 rider.
                             The Option  Amount must be at least $25,000 and may
                             not exceed the lesser of:
                                  o  one-half  of the death  benefit on the date
                                  the option is  elected;  or o the amount  that
                                  would  reduce the face  amount to our  minimum
                                  issue limit for
                                      this Contract; or
                                  o   $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 the lump sum benefit under this rider, and it is the amount
used to determine the monthly benefit.  The Living Benefit will not be less than
the surrender  value of the Contract  multiplied by the Option  Percentage.  The
following factors will be used to calculate the Living Benefit:
     o   age;
     o sex, unless the Contract is issued on a unisex basis; o life  expectancy;
     o Contract Value; o outstanding loan;
     o   rate  of  interest  currently  being  credited  to the  Fixed  Account,
         including those values which are subject to outstanding loan;
     o Face Amount;  o current  monthly  deductions;  and o 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" includes:
     o a request  signed by the insured to  disclose  all facts  concerning  the
     insured's  health;  o  records  of the  attending  physician,  including  a
     prognosis  of the  insured's  condition;  and o if we  request,  a  medical
     examination  of the insured at our  expense  conducted  by a  physician  we
     choose.

Form xxxx-98






Conditions                  Upon  written  request  you  may  elect  to  receive
                            payment under the  accelerated  death benefit option
                            subject to the following conditions:
                            o    the Contract is in force;
                            o    a  written   consent  has  been  given  by  any
                                 collateral  assignee,  irrevocable  beneficiary
                                 and the insured if you are not the insured; and
                            o    the insured qualifies for the option you elect.

Exercising                  the   Option   If  you   provide   proof   of  claim
                            satisfactory   to  us  that   the   insured's   life
                            expectancy  is 12 months  or less,  you may elect to
                            receive  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 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 as part of the net death benefit.  If
                            you do not wish to receive monthly payments, you may
                            elect to receive the Living Benefit in a lump sum.

Effect                      On Contract The death  benefit of the Contract  will
                            be decreased  by the option  amount.  Such  decrease
                            will be  effective  on the monthly  processing  date
                            following  the  date of your  written  request.  New
                            specification pages will be issued. These pages will
                            include the following information:
                                 o the effective date of the decrease; and o the
                                 amount of the  decrease  and the  reduced  face
                                 amount.
                            The  Contract  Value  will be  reduced  in the  same
                            proportion  as the  reduction in the death  benefit.
                            There will be no surrender  charge on the  reduction
                            in Contract  Value.  The  allocation of the Contract
                            Value between  earnings and payments will remain the
                            same.

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
                                 o the end of the grace  period of a payment  in
                                 default;  or o the  termination  or maturity of
                                 the Contract  while the insured is alive;  or o
                                 at any time on your written request.

               General The  Contract  specification  pages 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 would be
               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 would be  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 Contract apply to this rider.

Form xxxx-98








               Tax  Qualification  This rider is intended to provide a qualified
               accelerated  death benefit that is excluded from gross income for
               federal income tax purposes.  To that end, the provisions of this
               rider  and  the  Contract  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  Contract  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 Contract Owner
               and any other  recipient of this benefit  should each consult his
               or her  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  Contract  to which this
rider is attached, unless a different date is shown here.




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


Form xxxx-98








                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                                SECTION 1035 RIDER

This rider is a part of the Contract to which it is attached.  The insured under
this rider is the insured under the Contract.

The  Contract  is issued in  consideration  of your  assignment  to us of a life
insurance policy (called the "Exchanged Policy") on the life of the insured. The
"Exchanged Policy" is identified in your application for this Contract.  As used
in this  endorsement,  "gain"  means the  amount by which the cash  value of the
Exchanged  Policy  (including any unpaid policy loan) exceeds your investment in
the Exchanged Policy as reported to us by the company which issued the Exchanged
Policy.  We assume no  responsibility  for the calculation of your investment in
the Exchanged Policy.

The Fixed Account  Interest Rates  provisions are amended by the addition of the
following:

     The Preferred Loan Rate will also be credited to the following amounts:
     (1) That  portion of the  outstanding  loan which is carried  over from the
     Exchanged  Policy;  and (2) A  percentage  of the gain under the  Exchanged
     Policy less the policy loan carried over to this Contract
         as of the date of exchange.




                   ---------------------------------------- ----------------------------------------
                         Beginning of Contract Year            Exchanged Policy's Unloaned Gain
                                                               Available For Preferred Loan Rate
                   ---------------------------------------- ----------------------------------------
                                                                        
                                      1                                       0%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                      2                                       10%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                      3                                       20%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                      4                                       30%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                      5                                       40%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                      6                                       50%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                      7                                       60%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                      8                                       70%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                      9                                       80%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                     10                                       90%
                   ---------------------------------------- ----------------------------------------
                   ---------------------------------------- ----------------------------------------
                                     11+                                     100%
                   ---------------------------------------- ----------------------------------------



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




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

Form xxxxx-98









                                  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                      Guaranteed Death Benefit Rider (SPVUL)

This rider is a part of the Contract to which it is attached.

Required                    Payment  This Rider will take effect upon receipt by
                            the Company of the Guaranteed  Death Benefit Payment
                            shown on the specification pages.

Guaranteed                  Death Benefit The Contract will not lapse while this
                            Rider is in force.  The monthly  deductions  will be
                            made from the Contract  Value,  if any,  through the
                            final  payment  date  (but not  after the end of any
                            duration period shown on the specification pages).

Net                         Death Benefit While this Rider is in force,  the net
                            death benefit provisions of the Contract are amended
                            by the addition of the following:

                            If this  Rider is in  effect  on the  final  payment
                            date, a death  benefit  will be provided  thereafter
                            unless  the  Rider  is  terminated.  The  net  death
                            benefit  under the Rider will be the face  amount as
                            of the final  payment  date or 101% of the  Contract
                            Value as of the  date due poof of death is  received
                            by the Company, whichever is greater, reduced by the
                            outstanding loan through the Contract month in which
                            the insured dies. The monthly deductions will not be
                            deducted after the final payment date.

Termination                 This Rider will terminate and may not be reinstated
                                    on the first to occur of the following:
                                 o   Foreclosure of the outstanding loan; or
                                 o   A  request  for  a  partial  withdrawal  or
                                     preferred  loan is  made  after  the  final
                                     payment date; or
                                 o   Upon your written request.


It is  possible  that the  Contract  Value  will not be  sufficient  to keep the
Contract in force on the first monthly  processing  date  following the date the
Rider is  terminated.  The net amount payable to keep the Contract in force will
never exceed the surrender  charge plus the amount required to pay three monthly
deductions.

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




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


Form xxxxx-98