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,  the net death  benefit is
payable at the death of the survivor of the insureds. No benefit will be paid as
a result of the death of the first of the insureds to die.

THE  NET  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








                                Table of Contents

Specification Pages                                      3
Definitions                                              6
General Terms                                           10
Information about you and the beneficiary               12
What you should know about:
             The payments                               13
             Your Contract Value                        15
             The Variable Account                       17
             The Fixed Account                          20
             Transfers                                  22
             Borrowing from your Contract               23
             Surrenders and partial withdrawals         24
             The death benefit                          26
             The benefit payment options                28








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

Initial Payment Allocation:

Variable Sub-Accounts                                 

       [30%  Transamerica VIF Growth Portfolio        
        20%  Alliance VPF Premier Growth              
        20%  Dreyfus VIF Capital Appreciation         
        20%  OCC Accumulation Trust Managed           
         5%  Janus Aspen Worldwide Growth             

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




      Advisers:                                           
                                                          
      Transamerica Occidental Life Insurance Company      
      Alliance Capital Management L.P.                    
      The Dreyfus Corporation                             
      OpCap Advisors                                      
      Janus Capital Corporation]                          
                                                          
                                                         



                                                          


                                  Specification

[First] Insured:        [John Doe]                                             Contract Number:  [specimen]
[Second Insured:]
==================================================================================================================
                                          
Minimum Additional Payment:                   [$10,000]
Minimum Fixed Account Interest Rates:         [4% for value not subject to Outstanding Loan]
                                              [4% for value securing Outstanding Loan - not Preferred Loan]
                                              [5 1/2% for 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 5
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.

 Surrender Charge Table*
 ------------------------- -------------------------------
     Contract Year                Surrender Charge
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           [1                            9%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           2                             8%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           3                             7%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           4                             6%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           5                             5%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           6                             4%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           7                             3%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           8                             2%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
           9                             1%
 ------------------------- -------------------------------
 ------------------------- -------------------------------
          10+                           0%]
 ------------------------- -------------------------------

The  surrender  charge is  determined  by  multiplying  (a) the  portion  of the
Contract  Value  withdrawn  which is attributed to payments that will be reduced
for a withdrawal in excess of the free  withdrawal  amount by (b) the percentage
for the applicable year. * 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:]


           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.






                                   Definitions

These  definitions shall control wherever the terms they define are used in this
Contract unless the context clearly indicates to the contrary.

Age means how old the  insured is on his or her last  birthday  measured  on the
date of issue and each contract  anniversary,  thereafter.  However, for benefit
payment  options,  age  is  based  on age  nearest  birthday  of the  designated
individual.

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 or other rights under this
Contract.

Attained age is the insured's age as of the insured's last birthday at the start
of a contract  year.  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.

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

Collateral  assignee is a person to whom you  transfer  some of this  Contract's
ownership rights as collateral.

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

Contract  anniversary  is the  same  month  and day as the date of issue in each
calendar year following the date of issue.

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

Contract  month is the  period  from the date of issue to the same day one month
later, and each one month period thereafter.

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

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

Contract  year is the period  from the date of issue  through the day before the
first contract anniversary and, thereafter,  the period of time beginning on the
contract   anniversary   and  ending   immediately   before  the  next  contract
anniversary.

Date of  default  is (a) the first day of the grace  period,  or (b) the date on
which the outstanding loan exceeds the Contract Value less surrender charges.

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.


Designated  individual  is a person  specified  by the  payee  upon  whose  life
expectancy  a  benefit  payment  option  amount  is based  and upon  whose  life
continued  payments  depend.  If the payee is the contract owner, the designated
individual may be the insured, or if applicable,  another living individual.  If
the payee is the beneficiary,  the designated  individual may be the beneficiary
or another living individual.

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  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  coinciding  with or immediately
following the insured's  100th  birthday.  If there are two insureds,  the final
payment  date  is  the  contract  anniversary  coinciding  with  or  immediately
following  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 an amount  which is not less than the minimum
death  benefit  required to qualify the Contract as "life  insurance"  under the
Code. The guideline minimum sum insured is the product of
      the Contract Value times
      a percentage based on the insured's attained age.

Guideline  premium is a limit  imposed by the Code on  payments  you make to the
Contract.  The guideline  premium for the Contract is shown on the specification
pages as the Maximum  Payment.  The  guideline  premium  includes the  guideline
single  premium  which is also  used to  determine  the face  amount  under  the
Contract.

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 death of the survivor
of the persons named.

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

Maturity  Date  is the  contract  anniversary  coinciding  with  or  immediately
following the insured's 115th birthday. If there are two insureds,  the maturity
date is the contract  anniversary  coinciding with or immediately  following the
younger insured's 115th birthday.

Monthly  deduction is the amount of money that we deduct from the Contract Value
each contract  month to pay for the  Administration  Charge,  Monthly  Insurance
Protection  Charge,  Distribution Fee, Tax Charge, and any Rider Charge shown on
the specification pages.

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

Monthly processing date is the day of each month on which a monthly deduction is
made. This date is shown on the specification  pages. If the Company is not open
on this  date,  the  processing  date for that  contract  month will be the next
business day.

Net death benefit is the amount  payable as a result of the death of the insured
calculated as explained in the net death benefit provision.

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

Payee is the person with the right to elect an available  benefit payment option
and to receive the payments under a benefit payment  option.  The contract owner
is the payee  under the  benefit  payment  option if the  option is elected as a
method of receiving surrender or maturity proceeds. The beneficiary is the payee
under a  benefit  payment  option  elected  as a method of  receiving  net death
benefits.

Payment means the initial money you provide in consideration for the issuance of
this Contract and any additional amount you pay into the Contract.

Portfolio is a separate investment series of a registered investment company for
investment by a sub-account.

Pro rata refers to an allocation among the sub-accounts 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 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 for the value
securing Outstanding Loan Preferred Loan, as shown in the specification pages.

Rider is a document attached to this Contract that adds an optional benefit.  An
additional charge may be required for a rider.

Second-to-die   describes   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 survivor.

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.

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.

Valuation  period is the period  between  the close of  business  on  successive
valuation dates.

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.








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 shown on the first specification page
                             to the amount the Maximum  Payment  would have been
                             if the  Contract had been issued at the correct age
                             or sex.

                             No adjustment will be made if:
                                   The insured dies after the final payment date
                                  and the Guaranteed  Death Benefit Rider is not
                                  in effect on the Contract; or
                                   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 the beneficiary 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 values in
each sub-account and in the Fixed Account; o the surrender value;  payments made
by you and charges  deducted by us since the last report; o any 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   be   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 only change the  ownership  of this  Contract by sending us a
     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 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 or collateral assignee's
     interest is valid.

Beneficiary                  You name the  beneficiary  to receive the net death
                             benefit. The beneficiary's interest may be affected
                             by any  assignment  you make.  If you  assign  this
                             Contract as collateral, all or a portion of the net
                             death  benefit  will  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  shares  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 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  but may not  exceed 30
     days.  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 a 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
                             satisfactory  to us before  accepting an additional
                             payment,  if the additional  payment would increase
                             the net death benefit.

Maximum                      Payment  Limits We may limit the amount you pay us.
                             This  limit  will not be less  than  the  Guideline
                             Premium. 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  Code  and  will be  adjusted  as
                             changes are made to the Code.

                             If the  payments  made exceed the amount  allowable
                             for this  Contract to continue to qualify as a life
                             insurance  Contract under Code Section 7702 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 any
                             payment  that  cannot be  accepted  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.










GracePeriod This  Contract  will  terminate  62 days after a monthly  processing
     date on which the surrender  value is less than the monthly  deduction due.
     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.  If the amount shown in the notice  remains unpaid at the end
     of the grace  period the  Contract  will lapse on such date.  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.  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 deduction 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 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
                             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  deduction  and their
                             duration   periods,   if  any,  are  shown  on  the
                             specification    pages.   No   additional   monthly
                             deductions  will be assessed  following  the end of
                             the  duration  period,  if the period ends prior to
                             the final  payment date.  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 and charges.

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

Distribution Fee The Distribution Fee compensates us for distribution expenses.

Tax Charge This charge  compensates us for a portion of 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  Value Not later than two days after the date this Contract is
approved  for issue by us, the  portion  of 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 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 payment allocated to
                             the  sub-account,  divided  by  the  value  of  the
                             applicable  unit as of the valuation  date on which
                             the  payment  is  received  at  our  Variable  Life
                             Service Center or the value on the date of transfer
                             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  deduction,  surrender or
                             surrender charge allocated to the sub-account.










                             Any transaction described in (2) will result in the
                             cancellation  of a number of units  which are equal
                             in value to the amount of the transaction.  On each
                             valuation  date we will  value  the  assets of each
                             sub-account in which there has been  activity.  The
                             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.









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 portion
                             of your interest in the Variable Account. This will
                             not,  however,  prevent the  Variable  Account from
                             buying other shares of  underlying  securities  for
                             other  series or classes of  contracts or policies,
                             or from  permitting a conversion  between series or
                             classes of contracts or policies when  requested by
                             the  owners  of  such  contracts  or  policies.  We
                             reserve the right to establish other  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 those  taxes.  Although  the
                             Variable  Account  is  currently  not  taxable,  we
                             reserve the right to charge for taxes if it becomes
                             subject to taxation.

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 values in the Fixed
     Account are set by us, but will Rates never be less than the Minimum  Fixed
     Account Interest Rates shown in the  specification  pages. We may establish
     higher interest rates.  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  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
     value.  Values in the  Fixed  Account  on a  contract  anniversary  will be
     credited  with  interest  at the  renewal  interest  rate in effect on that
     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 applicable  Minimum Fixed Account  Interest Rate shown on the
     specification  pages.  One of the rates shown is the  Preferred  Loan Rate,
     which applies only to loans qualifying as preferred loans.














Fixed                        Account Value On each monthly  processing date, the
                             value of the portion of your Contract  Value in the
                             Fixed  Account  is equal  to:  o the  value of such
                             portion 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    any portion of your Contract Value transferred
                                  to the  Fixed  Account  from any  sub-accounts
                                  since the preceding  monthly  processing date,
                                  increased  by interest  accrued on such amount
                                  from  the   transfer   date  to  the   monthly
                                  processing date; minus
                             o    any portion of your Contract Value transferred
                                  from the Fixed Account to a sub-account  since
                                  the  preceding  monthly  processing  date  and
                                  interest  accrued  on  such  amount  from  the
                                  transfer date to the monthly  processing date;
                                  minus
                             o    any portion of your Contract Value transferred
                                  from the Fixed Account to a sub-account  since
                                  the  preceding  monthly  processing  date  and
                                  interest  accrued  on  such  amount  from  the
                                  transfer date to the monthly  processing date;
                                  minus
                             o    your  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,  fees and charges from the
                                  withdrawal  date  to  the  monthly  processing
                                  date; minus
                             o    the   portion   of  the   monthly   deductions
                                  allocated  to the  portion  of  your  Contract
                                  Value in the Fixed Account.
                             During  any  contract  month  the  portion  of your
                             Contract   Value  in  the  Fixed  Account  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. The actual Fixed Account
     value is 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 Transfers


                             While the  Contract is in force,  you may  transfer
                             amounts   between   the  Fixed   Account   and  the
                             sub-accounts or among sub-accounts on request.  You
                             may transfer, without charge, all of the portion of
                             Contract Value in the Variable Account to the Fixed
                             Account  once during the first 24 months  after the
                             Contract is issued which will automatically convert
                             it 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  value  in  a
                             sub-account  to  less  than  the  current   minimum
                             balance required for such sub-accounts,  we reserve
                             the right to  include  the  remaining  value in the
                             amount transferred. You will not be charged for the
                             first  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 a transfer that results 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 the Contract Value less the 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 be  required  to 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 or, if earlier,  as of the
     date the loan is repaid or defaulted or the  contract is  surrendered.  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
     value in the Fixed Account,  we will offset this shortfall by  transferring
     funds from the portion of your Contract Value allocated to the sub-accounts
     to the  portion in the Fixed  Account.  We will  allocate  the  transferred
     amount from 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 portion of your Contract
                             Value  that  is  securing  the  loan  in the  Fixed
                             Account  portion  of  your  Contract  Value  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
                             portion  of your  Contract  Value  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, the Contract will terminate.

                             We will mail a notice of this  termination  to your
                             last known address and that of any assignee. If the
                             excess  outstanding loan is not paid within 62 days
                             after this notice is mailed,  the outstanding  loan
                             will be foreclosed  and 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.


Surrender                    Value The surrender value equals the Contract Value
                             minus any  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 fee shown on the specification pages.

                             We will  not  permit  a  partial  withdrawal  if it
                             reduces the Contract Value to less than the minimum
                             balance  after  withdrawal   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  portion of your
                             Contract Value in the Fixed Account and the portion
                             in 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.  The free
                             withdrawal  amount for a Contract  year  equals (a)
                             minus (b), where: (a) is the free withdrawal amount
                             shown on the  specification  pages,  and (b) is the
                             total of prior free withdrawal amounts withdrawn in
                             the same Contract year.

     Allocations of Withdrawals The free withdrawal  amount is deducted from the
     portion of the Contract Value attributed to earnings until it is exhausted,
     and then from the portion of the  Contract  Value  attributed  to payments.
     Withdrawals  in  excess  of  the  free  withdrawal  amount,  including  the
     withdrawal transaction fees and the surrender charges, if any, are deducted
     first from the payments portion. The payments portion of the Contract Value
     is reduced in the  reverse  order of  receipt of such  payments.  Surrender
     charges  applicable to withdrawals in excess of the free withdrawal  amount
     are described on the specification pages.








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
                             written request.  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.









                           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.

                             If the insured dies after the final  payment  date,
                             except as provided under a Guaranteed Death Benefit
                             Rider  if  attached  to this  Contract,  the  death
                             benefit  is 101%  of the  Contract  Value.  The net
                             death benefit is the death benefit minus:
                                   any  outstanding  loan  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 Code
Section  7702  as a life  insurance  Death  Benefit  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.

                              The guideline minimum sum insured 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.   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
                              required under the Code to qualify the Contract as
                              life insurance,  and will be adjusted according to
                              any  changes  in  the  Code   applicable  to  this
                              Contract.






             What you should know about the benefit payment options

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

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

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

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

Option D: Installments of We will pay installments of a selected amount until we
have paid the entire benefit and a 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  based on the life of one or two  designated
                            individuals.  It may be  payable  for  life  with or
                            without  a  guaranteed  period,  as  requested.  The
                            annuity  payment  will  not be less  than  what  our
                            current annuity contracts are then paying.








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

                              Installments  which vary by age of the  designated
                              individual  will be  determined  based  on the age
                              nearest  birthday of the designated  individual on
                              the date of death, maturity, or surrender.  If the
                              net death benefit is payable,  the benefit payment
                              option  starting  date is the date of death of the
                              insured.   For  purposes  of  policy  maturity  or
                              surrender,   the  date  the  written   request  is
                              received in the Variable  Life  Service  Center is
                              the benefit payment option starting date.

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

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











                           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
- ----------------------------------   -----------------------------------------
   Designated Individual                    Designated Individual
- ----------------------------------   -----------------------------------------
- ------------- --------------------   ------------------ ----------------------
 Male               Female               Male                  Female
- ------------- --------------------   ------------------ ----------------------
- ----------------------------------   -----------------------------------------
  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 as shown for age 11,
    47         4.14      4.02      3.84      3.79        and 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 - SPVUL)

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. In case of conflict between the Contract and
this rider, the rider provisions will control.

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:
                        a request  signed by the insured to  disclose  all facts
                        concerning   the  insured's   health;   records  of  the
                        attending  physician,   including  a  prognosis  of  the
                        insured's  condition;  and  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
                                  the  termination  or maturity of the  Contract
                                  while the insured is alive;  or at any time on
                                  your written request.



Form xxxx-98







     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.

     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 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.  In case of conflict  between the
Contract and this rider, the rider provisions will control.

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.  The insured under
this rider is the insured  under the Contract.  In case of conflict  between the
Contract and this rider, the rider provisions will control.

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 if
                            such duration period ends prior to the final payment
                            date).

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 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