SURVIVORSHIP   FLEXIBLE  PREMIUM  VARIABLE   UNIVERSAL  LIFE  INSURANCE  POLICY.
Adjustable  death  benefit.  Benefits  payable at death of Surviving  Insured or
earlier maturity date. Flexible premiums payable until maturity date or death of
Surviving Insured.
NON-PARTICIPATING.

This policy is a legal contract  between You, as owner,  and Us,  Principal Life
Insurance  Company.  Your  policy  is  issued  based on the  information  in the
application  and payment of premiums as shown on the current Data Pages. We will
pay the benefits of this policy in accordance with its provisions.

YOUR NET PREMIUMS ARE ADDED TO YOUR POLICY  VALUE.  YOU MAY ALLOCATE THEM TO ONE
OR MORE OF THE SEPARATE  ACCOUNT  DIVISIONS AND TO THE FIXED ACCOUNT.

THE PORTION OF YOUR POLICY VALUE THAT IS IN THE SEPARATE  ACCOUNT WILL VARY FROM
DAY TO DAY. THE AMOUNT IS NOT GUARANTEED.  IT MAY INCREASE OR DECREASE DEPENDING
ON THE INVESTMENT  EXPERIENCE OF THE UNDERLYING  DIVISIONS THAT YOU HAVE CHOSEN.
THERE ARE NO MINIMUM GUARANTEES AS TO SUCH PORTION OF YOUR POLICY VALUE.

THE PORTION OF YOUR POLICY VALUE THAT IS IN THE FIXED  ACCOUNT WILL  ACCUMULATE,
AFTER DEDUCTIONS, AT RATES OF INTEREST WE DETERMINE. SUCH RATES WILL NOT BE LESS
THAN 3% A YEAR, COMPOUNDED ANNUALLY.

THE  AMOUNT  AND  DURATION  OF THE DEATH  BENEFIT  MAY BE  VARIABLE  OR FIXED AS
DESCRIBED IN THIS POLICY.

10-DAY EXAMINATION OFFER. IT IS IMPORTANT TO US THAT YOU ARE SATISFIED WITH THIS
POLICY.  IF YOU ARE NOT  SATISFIED,  YOU MAY RETURN  YOUR  POLICY TO EITHER YOUR
AGENT OR OUR HOME OFFICE  BEFORE THE LATTER OF: (1) 10 DAYS OF ITS RECEIPT;  (2)
45 DAYS AFTER THE APPLICATION  WAS SIGNED;  (3) 10 DAYS FROM THE DELIVERY OF THE
NOTICE OF THE RIGHT TO CANCEL;  OR (4) SUCH LATER DATE AS PROVIDED BY APPLICABLE
STATE LAW. WE WILL REFUND ANY  PREMIUM  PAID AND YOUR POLICY WILL BE  CONSIDERED
VOID FROM ITS INCEPTION. PLEASE READ YOUR POLICY CAREFULLY SO YOU MAY BETTER USE
ITS MANY BENEFITS.

The terms of this  policy  start on the Policy Date and will stay in force until
the  maturity  date  shown  on  the  Data  Pages  so  long  as You  satisfy  the
requirements as outlined in Your policy.

/s/ Joyce N. Hoffman                         /s/ David J. Drury

Vice President and Corporate Secretary      Chairman and Chief Executive Officer

SF 523

                                TABLE OF CONTENTS
SUBJECT                                                             PAGE

DEFINITIONS IN THIS POLICY.............................................4

PURCHASING AND KEEPING THE CONTRACT IN FORCE...........................5
PLANNED PERIODIC PREMIUMS..............................................6
PREMIUM PAYMENT LIMITS.................................................6
GRACE PERIOD...........................................................6
TERMINATION............................................................7
REINSTATEMENT..........................................................7

PREMIUM INVESTMENT OPTIONS.............................................7
FIXED ACCOUNT..........................................................8
INVESTMENT ACCOUNTS....................................................8
VARIABLE LIFE SEPARATE ACCOUNT.........................................8

BENEFITS WHILE POLICY IS IN FORCE......................................8
YOUR POLICY VALUE......................................................8

TRANSFERS.............................................................10

POLICY LOANS..........................................................12
LOAN INTEREST CHARGE..................................................13
REPAYMENT.............................................................13

SURRENDER OF THE POLICY...............................................13
SURRENDER VALUE.......................................................13

POLICY EXPENSES.......................................................14
COST OF INSURANCE RATES...............................................15

YOUR DEATH PROCEEDS...................................................16
DEATH BENEFIT OPTIONS.................................................16
CHANGES IN DEATH BENEFIT OPTIONS......................................17

YOUR ADJUSTMENT OPTIONS...............................................17
ADJUSTING THE FACE AMOUNT.............................................17

RIGHT TO EXCHANGE POLICY..............................................18

OWNER, BENEFICIARY, ASSIGNMENT........................................18
CHANGES OF OWNER OR BENEFICIARY.......................................19
ASSIGNMENT............................................................19

GENERAL INFORMATION...................................................19
THE CONTRACT..........................................................19
ALTERATIONS...........................................................19
INCONTESTABILITY......................................................19
AGE AND SEX...........................................................19
SUICIDE...............................................................20
STATEMENT OF VALUE....................................................21

A copy of the application and any additional  benefits  provided by rider follow
the last page of this policy.

(LOGO)          Principal Life
                Insurance Company
                Des Moines, Iowa 50392-0001
                                   DATA PAGE

- --------------------------------------------------------------------------------
              Survivorship Flexible Premium Variable Universal Life
- --------------------------------------------------------------------------------
POLICY DATA

Policy Number:                                            Sample
Owner:                                                    John Doe
Joint Owner:                                              Jane Doe

Policy Date:                                              July 1, 2000
Policy  Maturity Date:                                    June 30, 2065

Death Benefit Option:                                     Option 1
Face Amount:                                              $100,000.00
         Insured's Name:                                  John Doe
         Insured's Age and Sex:                           35 - Male
         Insured's Risk Class:                            Standard Nonsmoker
         Insured's Name:                                  Jane Doe
         Insured's Age and Sex:                           35 - Female
         Insured's Risk Class:                            Standard Nonsmoker

PLANNED PERIODIC PREMIUM:                                 $500.00
Planned Premium Mode:                                     Annual
Target Premium:                                           $407.00
Minimum Monthly Premium*                                  $26.75
Death Benefit Guarantee Monthly Premium                   $71.25

*Applicable during the first 5 Policy Years only.

This policy is adjustable.  If it is adjusted,  we will send you new Data Pages.
The Data Pages are to be attached to and made a part of this policy.

This policy contains a fixed loan interest rate of 8.0%

Interest  on  borrowed  funds  is  credited  at  6%  through  Policy  Year  ten.
Thereafter, it is credited at 7.75%.

- --------------------------------------------------------------------------------
RIDER DATA

SF 531        Death Benefit Guarantee Rider
       Effective Date:               July 1, 2000
       Expiration Date:              June 30, 2065

SF 530        Extended Coverage Rider
       Effective Date:               July 1, 2000


- --------------------------------------------------------------------------------
ACCOUNT DATA
                                                                Monthly Policy 
                             Premium Allocations             Charge Allocations
                             -------------------             ------------------
FIXED ACCOUNT                      00%                          00%

SEPARATE ACCOUNT DIVISIONS
Aggressive Growth                  00%                          00%

Asset Allocation                   00%                          00%

Balanced                           20%                          20%

Bond                               20%                          20%

Capital Value                      00%                          00%

Fidelity Contrafund                20%                          20%

Fidelity Equity-Income             00%                          00%

Fidelity High Income               00%                          00%

Government Securities              00%                          00%

Growth                             20%                          20%

International                      00%                          00%

International SmallCap             00%                          00%

MicroCap                           00%                          00%

MidCap                             00%                          00%

MidCap Growth                      00%                          00%

Money Market                       20%                          20%

Putnam Global Asset Allocation     00%                          00%

Putnam Vista                       00%                          00%

Putnam Voyager                     00%                          00%

Real Estate                        00%                          00%

SmallCap                           00%                          00%

SmallCap Growth                    00%                          00%

SmallCap Value                     00%                          00%

Stock Index 500                    00%                          00%

Utilities                          00%                          00%

- --------------------------------------------------------------------------------
              TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
               Monthly Rates Per $1,000.00 of Net Amount of Risk

Duration           Monthly Rate             Duration           Monthly Rate

1                       0.00033             34                      0.88717
2                       0.00100             35                      1.02242
3                       0.00183             36                      1.18133
4                       0.00292             37                      1.37208
5                       0.00425             38                      1.60392
6                       0.00583             39                      1.88208
7                       0.00775             40                      2.20842
8                       0.01008             41                      2.58142
9                       0.01292             42                      2.99925
10                      0.01617             43                      3.45992
11                      0.02000             44                      3.96725
12                      0.02442             45                      4.53425
13                      0.02958             46                      5.17808
14                      0.03567             47                      5.91625
15                      0.04267             48                      6.76592
16                      0.05100             49                      7.72767
17                      0.06083             50                      8.78858
18                      0.07258             51                      9.93475
19                      0.08650             52                     11.15292
20                      0.10275             53                     12.43533
21                      0.12133             54                     13.77792
22                      0.14242             55                     15.18550
23                      0.16592             56                     16.67150
24                      0.19225             57                     18.26417
25                      0.22242             58                     20.01800
26                      0.25775             59                     22.06433
27                      0.30000             60                     24.69400
28                      0.35133             61                     28.48125
29                      0.41308             62                     34.52242
30                      0.48600             63                     44.77867
31                      0.56975             64                     61.99675
32                      0.66442             65                     83.33333
33                      0.76967

Basis of Values:  Guaranteed  maximum cost of insurance  rates are based on 1980
CSO Mortality Table, age last birthday,  with distinction for the insured's sex.
The rates will reflect the Insured's risk class(es).

- --------------------------------------------------------------------------------
CHARGES and LIMITS

   o The maximum monthly  administration  charge is $8.00 per month,  plus $.08
     per $1000 of face  amount.  The charge of $.08 per $1000 of face  amount is
     increased  by $.005 per  $1000 for each  Insured  that is  classified  as a
     smoker.

   o The  maximum  annual  mortality  and expense  risks  charge is .80% of the
     portion  of the Policy  Value in the  Separate  Account  for the first nine
     Policy Years.  Thereafter,  the charge is .30% of the portion of the Policy
     Value in the Separate Account.

   o The partial  surrender  transaction  charge is the lesser of $25, or 2% of
     the amount surrendered.

   o During the first ten Policy Years,  and for any premiums  attributable  to
     any face  increases,  the premium  expense  charge is 5.00% of each premium
     received  for  premium  payments  less than or equal to the Target  Premium
     (2.00% of premiums received in excess of Target Premium); plus a charge for
     state and local taxes of 2.20% of each premium received;  and a federal tax
     charge of 1.25% of each premium received. After the first ten Policy Years,
     the premium expense charge is 2.00% of each premium received; plus a charge
     for state and local taxes of 2.20% of each premium received;  and a federal
     tax charge of 1.25% of each premium received.

   o The first 12 account transfers in a Policy Year are free.  Thereafter,  we
     reserve the right to charge a $25 transaction charge for each transfer.

   o The minimum face amount allowed is $100,000.

   o The minimum transfer value for scheduled transfers is $2,500.

   o The minimum face amount increase allowed is $100,000.

   o The minimum partial surrender or loan amount allowed is $500.

   o The minimum unscheduled  transfer amount allowed is the lesser of $100, or
     the  balance  of the  Investment   Account  from  which  funds  are  being
     transferred.

   o The  minimum  scheduled  transfer  amount  allowed is $100 from the  
     Investment  Accounts  and $50 from the Fixed Account.

A surrender  charge will be  deducted  from your Policy  Value if this policy is
surrendered for its net surrender value or if this policy  terminates within the
first ten years.  The maximum  charge for each Policy Year is shown in the table
below.

The table assumes the policy face amount is never increased,  and the policy has
not been reinstated.

Table of Maximum Surrender Charges Per Policy

       Policy Year                    Amount
            1                        $407.00
            2                         407.00
            3                         407.00
            4                         407.00
            5                         407.00
            6                         387.63
            7                         348.84
            8                         290.72
            9                         213.19
           10                         116.28
      11 and later                      0.00

                           DEFINITIONS IN THIS POLICY

ADJUSTMENT  DATE means the Monthly Date on or next  following  Our approval of a
requested adjustment.

ATTAINED  AGE for each  Insured  means the  Insured's  age on the birthday on or
preceding the last Policy Anniversary.

DIVISION  is the part of the  Separate  Account  to which  Net  Premiums  may be
allocated  which invests in shares of a Mutual Fund.  The value of an investment
in a Division is variable and is not guaranteed.

EFFECTIVE  DATE is the date on which all  requirements  for issuance of a policy
have been satisfied.

FIXED  ACCOUNT is that part of the Policy Value that reflects the value You have
in Our general account.

INSUREDS  means the persons  named as the  Insureds on the current Data Pages of
this policy. The Insureds may or may not be the owner(s).

INVESTMENT  ACCOUNT is that part of the Policy Value that reflects the value You
have in one of the Divisions of the Separate Account.

LOAN ACCOUNT is that part of the Policy  Value that  reflects the value You have
transferred  from the Fixed Account and/or Separate  Account as collateral for a
policy loan.

MONTHLY  DATE  means  the day of the  month  which is the same as the day of the
Policy  Date.  The  Monthly  Date will never be the 29th,  30th,  or 31st of any
month.

MONTHLY  POLICY CHARGE is the amount  subtracted  from Your Policy Value on each
Monthly  Date  equal  to the  sum of the  cost  of  insurance  and  the  cost of
additional benefits provided by any rider plus the monthly administration charge
and mortality and expense risks charge in effect on the Monthly Date.

MUTUAL  FUND  means a  registered  open-end  investment  company,  or a separate
investment  account or  portfolio  thereof,  in which a Division of the Separate
Account invests.

NET PREMIUM is the gross  premium less the  deductions  for the Premium  Expense
Charge as shown on the current Data Pages. It is the amount of premium allocated
to the Fixed Account and/or Investment Accounts.

NET SURRENDER VALUE is the Surrender Value less any policy loans and unpaid loan
interest.

NOTICE means any form of  communication  We receive in Our home office providing
the information We need,  either in writing or another manner that We approve in
advance.

POLICY  DATE is the date shown on the current  Data Pages.  The Policy Date will
never be the 29th, 30th, or 31st of any month.

POLICY VALUE is the sum of the values in the Loan Account,  Fixed  Account,  and
Investment Accounts.

POLICY YEARS AND ANNIVERSARIES means the Policy Years and Anniversaries computed
from the Policy Date.

PREMIUM EXPENSE CHARGE is the charge  deducted from premium  payments to cover a
sales charge,  state and local premium taxes and the federal tax charge as shown
on the current Data Pages. PRORATED BASIS means the proportion that the value of
a particular Investment Account or the Fixed Account bears to the total value of
all Investment Accounts and the Fixed Account.

SEPARATE  ACCOUNT means Principal Life Insurance  Company Variable Life Separate
Account,  a registered  unit  investment  trust with  Divisions  and  segregated
assets,  to which Net Premiums may be allocated  under this policy and others We
issue.

SURRENDER VALUE is the Policy Value less the surrender charges.

SURVIVING  INSURED  means the  Insured who is living upon the death of the other
Insured. If both Insureds die simultaneously,  then the term "Surviving Insured"
shall mean the younger of the two Insureds.

TARGET  PREMIUM is a premium  amount used to determine  the maximum sales charge
that is  included  as part of the  Premium  Expense  Charge  and any  applicable
surrender  charge under a policy.  Your Target  Premium is shown on Your current
Data Pages.

UNIT is the accounting measure used to calculate the Separate Account value.

VALUATION  DAY is any day that the New York Stock  Exchange is open for trading,
and trading is not  restricted.  We will deem each  Valuation  Day to end at the
time We determine the net asset value of the underlying  Mutual Fund shares held
by the  Division of the  Separate  Account.  When We need to  determine a Policy
Value or an amount  after the end of a Valuation  Day, or on a day that is not a
Valuation Day, We will do so at the end of the next Valuation Day.

VALUATION  PERIOD  means the period  between  the time as of which the net asset
value of a Mutual Fund is  determined  on one  Valuation  Day and the time as of
which such value is determined on the next following Valuation Day.

WE, OUR, US means Principal Life Insurance Company.

WRITTEN  REQUEST means a form  satisfactory  to Us, signed and dated by You, and
received at Our home office.

YOU, YOUR means the owner(s) of this policy.

                  PURCHASING AND KEEPING THE CONTRACT IN FORCE

PREMIUM PAYMENTS

Your first premium is due on the Policy Date.  After that,  premiums may be paid
at any time  while  this  policy is in force.  The  amount of Your  premiums  is
subject to the Premium Payment Limits  provision.  We will give a receipt to the
premium payor on request.

Your initial Net Premium  will be allocated to the Money Market  Division of the
Separate Account. Net Premiums will continue to be allocated to the Money Market
Division  until 20 days after the  Effective  Date.  After the 20-day period has
expired,  Your policy's Policy Value will be transferred to the Divisions and/or
the Fixed Account  indicated by Your initial  premium  allocation  percentage(s)
request.  If the  purchase  of this  policy  falls  within the  definition  of a
replacement  under state law,  We reserve the right to allocate  the initial Net
Premium (or any premium that may result from a replacement)  to the Money Market
Division beyond the 20 days as may be necessary.

The initial premium allocation  percentages are shown on the Data Pages.  Unless
You change them, these percentages apply to future allocations of premiums.  For
each Division and the Fixed Account, the allocation  percentages must be zero or
a  whole  number  not  less  than  ten  nor  greater  than  100.  The sum of the
percentages for all Divisions and the Fixed Account must equal 100.

PLANNED PERIODIC PREMIUMS

You may preauthorize automatic monthly planned periodic premium payments. If You
do not elect to pay  automatically,  We will send You  reminder  notices  of the
amount and  frequency  of Your  planned  periodic  premiums  as selected in Your
application. These notices serve only as a reminder of Your preference. Premiums
are to be sent to the address We provide in the reminder notices. You may change
the amount and frequency of Your planned  periodic  premiums by providing Notice
to Us.

The Grace Period  provision may apply whether or not You make a planned periodic
premium payment or additional premium payments.

PREMIUM PAYMENT LIMITS

To keep this policy in force You must satisfy the requirements  described in the
Grace Period provision.

You may  choose to make  premium  payments  that are  greater  than the  planned
periodic  premium.  However,  We will refund any premiums that would  disqualify
this policy as "life  insurance"  as defined in the Internal  Revenue  Code,  as
amended.

If any payment  increases  the policy's  death benefit by more than it increases
the Policy  Value,  We reserve the right to refund the premium  payment.  If the
premium  payment  is not  refunded,  We may  require  satisfactory  evidence  of
insurability.

PAID UP BENEFIT

If You do not make a planned  periodic  premium  payment or  additional  premium
payments,  then this policy will not terminate unless the Net Surrender Value is
not sufficient to pay the Monthly Policy Charge which is due on the Monthly Date
and the Grace Period provision will then apply.

GRACE PERIOD

If the Net Surrender  Value on any Monthly Date is less than the Monthly  Policy
Charge, a 61 day grace period will begin. However, We guarantee this policy will
stay in force  during the first 5 policy  years  when  (A-B) is greater  than or
equal to (C), where:

     A.  Is the sum of premiums paid;

     B.  Is the sum of all existing loans, loan interest, partial surrenders, 
         and transaction charges; and

     C.  Is the sum of the minimum monthly premiums since the Policy Date to the
         most recent Monthly Date.

The current minimum monthly premium is shown on the current Data Pages.

The grace period begins when We mail a notice of impending policy termination to
You. This notice will be sent to Your last post office address known to Us.

If by the end of the grace period We do not receive a payment,  as calculated in
number 5 of the Reinstatement  provision,  Your policy terminates as of the date
the first unpaid Monthly Policy Charge was due.

If the  Surviving  Insured  dies  during a grace  period,  We will pay the death
proceeds to the beneficiary(ies).

TERMINATION

All policy privileges and rights of the owner(s) under this policy end:

1.   When You surrender Your policy for cash;

2.   When the death proceeds are paid;

3.   When the policy maturity proceeds are paid; or

4.   When the grace period ends as described in the Grace Period  provision.  In
     this case, the  privileges  and rights of the owner(s)  terminate as of the
     Monthly Date on which the grace period begins.

REINSTATEMENT

If this policy ends as described in the Grace Period  provision and You have not
surrendered Your policy for cash, You may reinstate it provided:

1.   Such reinstatement is prior to the maturity date;

2.   Not more than three years have elapsed since the policy terminated;

3.   You supply evidence which satisfies Us that at least one of the Insureds is
     insurable under Our underwriting guidelines then in effect;

4.   You either  repay or reinstate  any policy loans and unpaid loan  interest 
     on this policy existing at termination; and

5.   You make a payment of at least (A plus B divided by C) where:

     A.  Is the amount by which the surrender charge is more than the Policy 
         Value on the Monthly Date at the  start of the grace period before the 
         Monthly Policy Charge is deducted;

     B.  Is three Monthly Policy Charges; and

     C.  Is 1 minus the maximum Premium Expense Charge.

Reinstatement  will be effective on the Monthly  Date on or next  following  the
date We approve  it. The Policy Date will  remain the  original  Policy Date and
will not be changed  at  reinstatement,  although  Surrender  Charges  for total
surrender following reinstatement will resume at the rate charged at the time of
the policy's  termination,  as adjusted for the payment of past due premiums, if
any.

                           PREMIUM INVESTMENT OPTIONS

ALLOCATIONS

You may allocate Net Premiums to the Fixed Account  and/or any of the Investment
Accounts.  Allocation  percentages  must be zero or a whole number not less than
ten nor greater than 100. The sum of the allocation  percentages must equal 100.
You may change the  allocation  percentages  by providing Us Notice.  Unless You
change the initial  premium  allocation  specified in Your  application for this
policy, it will continue to apply to subsequent premium payments. FIXED ACCOUNT

Net  Premiums  allocated  to the Fixed  Account  will earn  interest at rates We
determine at Our  discretion.  In no event will the guaranteed  interest rate be
less than 3% compounded annually.

INVESTMENT ACCOUNTS

The Separate  Account is comprised of Divisions shown on the current Data Pages.
Each Division  invests in a Mutual Fund with a different  investment  objective.
You may allocate amounts to one or more of the Divisions.  An Investment Account
will be  established  for You  corresponding  to each  Division of the  Separate
Account to which amounts are allocated or transferred under this policy. We will
maintain each of these Investment  Accounts for You to keep track of Your values
in each Division.  Income, gains and losses, whether or not realized,  from each
Division's  assets are  credited to or charged  against  that  Division  without
regard to income,  gains or losses of other Divisions or Our other income, gains
or losses.

VARIABLE LIFE SEPARATE ACCOUNT

The Separate  Account is registered with the Securities and Exchange  Commission
as a unit investment trust under the Investment Company Act of 1940, as amended.
Assets are put into the  Separate  Account to support this policy and to support
other  variable life insurance  policies We may offer.  We own the assets of the
Separate  Account.  These  assets are not part of Our general  account.  Income,
gains and losses of the Separate Account,  whether or not realized, are credited
to or charged against the Separate  Account assets,  without regard to Our other
income, gains or losses. The assets of the Separate Account will be available to
cover the  liabilities of Our general account only to the extent that the assets
of the Separate  Account exceed the liabilities of the Separate  Account arising
under the variable life insurance policies supported by the Separate Account.

We reserve  the right to add other  Divisions,  eliminate  or  combine  existing
Divisions,  or transfer assets in one Division to another. If shares of a Mutual
Fund are no longer available for investment,  or in Our judgment investment in a
Mutual  Fund  becomes  inappropriate  considering  the  purpose of the  Separate
Account,  We may eliminate the shares of a Mutual Fund and substitute  shares of
another.  Substitution may be made with respect to both existing investments and
the investment of future Net Premium payments.  However, no such changes will be
made  without   notifying  You  and  getting  any  required  approval  from  the
appropriate state and/or federal regulatory  authorities.  We will notify You of
any such change.

If We  eliminate  or  combine  existing  Divisions,  or  transfer  assets in one
Division  to  another,  You may then  change  Your  allocation  percentages  and
transfer any value in that Division to another Investment  Account(s) and/or the
Fixed Account without charge. You may exercise this right until the latter of 60
days  after,  1) the  effective  date of such change or, 2) the date You receive
notice of this right.  You may only  exercise this right if You have an interest
in the affected Division(s).

                        BENEFITS WHILE POLICY IS IN FORCE

YOUR POLICY VALUES

Your Policy  Value at any time is equal to the sum of the values You have in the
Loan Account, the Fixed Account and the Investment Accounts.

LOAN ACCOUNT VALUE

You can get a loan on this policy under certain conditions.  When You take out a
loan,  We transfer the amount of the loan from the Fixed  Account  and/or one or
more of the Investment Accounts,  into the Loan Account. For details of the Loan
Account see the Policy Loans provision.

FIXED ACCOUNT VALUE

The amount You have in the Fixed Account at any time equals:

1.    Net Premiums allocated to it,

PLUS

2.    Amounts transferred to it,

PLUS

3.    Interest credited to it,

LESS

4.    Amounts deducted from it,

LESS

5.    Amounts transferred from it,

LESS

6.   Amounts surrendered from it.

INVESTMENT ACCOUNT VALUE

Your Investment  Account value for each Division is equal to the number of Units
in that Investment  Account multiplied by that Division's Unit value. The number
of Units in an Investment Account at any time equals A minus B, where:

     A.  Is the number of Units credited to the Investment Account because of:

              1.   Net Premiums allocated to it, and

              2.   Amounts transferred to it; and

     B.  Is the number of Units canceled from the Investment Account because of:

              1.   Amounts deducted from it,

              2.   Amounts transferred from it, and

              3.   Amounts surrendered from it.

The number of Units credited or canceled for a given transaction is equal to the
dollar amount of the transaction, divided by the Unit value on the Valuation Day
of the transaction.

UNIT VALUES

We will  determine the Unit value for each  Division of the Separate  Account at
the end of each Valuation Day.

The Unit value for each Division was  arbitrarily set at $10 as of the Valuation
Day that the Division  first  purchased  Mutual Fund shares.  For any subsequent
Valuation Day, the Unit value for that Division is obtained by  multiplying  the
Unit value for the  immediately  preceding  Valuation Day by the net  investment
factor for the particular Division on that subsequent Valuation Day.

NET INVESTMENT FACTOR

The net  investment  factor for a Division  on any  Valuation  Day is equal to A
divided by B where:

     A. Is the net asset value of the underlying Mutual Fund shares held by that
        Division at the end of such  Valuation  Day before any policy  
        transactions  are made on that day; and

     B. Is the net asset value of the underlying Mutual Fund shares held by that
        Division at the end of the immediately  preceding Valuation Day after 
        all policy transactions were made for that day.

We reserve the right to adjust the above formula for any taxes  determined by Us
to be attributable to the operations of the Division.

                                    TRANSFERS

TRANSFERS ALLOWED

You may transfer  amounts between the Fixed Account and the Investment  Accounts
as  provided  below.  To request a  transfer,  You must  provide Us Notice.  All
transfers with the same effective  dates count as one transfer.  If Your request
is received prior to the close of the New York Stock  Exchange,  the transfer is
made and value is determined as of that day.  Requests  received after the close
of the New York Stock Exchange will be processed and values determined as of the
next  Valuation Day. We reserve the right to not accept  transfer  requests from
someone  requesting  them for multiple  contracts.  We also reserve the right to
modify or revoke transfer privileges and charges.

TRANSFERS FROM FIXED ACCOUNT

You may transfer  amounts  from the Fixed  Account to an  Investment  Account by
making either a scheduled or unscheduled Fixed Account transfer,  subject to the
following conditions:

Either unscheduled  transfers or scheduled transfers (not both) may occur during
the same Policy Year.

UNSCHEDULED  FIXED  ACCOUNT  TRANSFERS - You may make one  unscheduled  transfer
from the Fixed  Account each Policy Year, as follows:

         1.   You must provide Us Notice within 30 days following either the 
              Policy Date or any Policy Anniversary.

         2.   You  must  specify  the  dollar   amount  or   percentage   to  be
              transferred,  and the resulting amount must not exceed 25% of Your
              Fixed  Account  value as of the latter of the  Policy  Date or the
              last Policy Anniversary.  However,  You may transfer up to 100% of
              Your  Fixed  Account  value  within  30 days  after  the first and
              following Policy Anniversaries if Your Fixed Account value is less
              than $1,000.

SCHEDULED  FIXED  ACCOUNT  TRANSFERS - (Dollar Cost  Averaging) - You may make  
scheduled  transfers on a monthly basis from the Fixed Account as follows:

         1.  Transfers will begin on a monthly basis on the date (other than the
             29th, 30th or 31st) specified by You.

         2.  Your Fixed Account value must equal or exceed the minimum transfer
             value  shown on the current  Data  Pages.  We reserve the right to
             change this amount but it will never exceed $10,000.

         3.  The monthly  transfer will be the dollar amount or percentage  You
             specify,  and  that  amount  must  equal  or  exceed  the  minimum
             scheduled  transfer  amount shown on the current  Data Pages.  The
             monthly amount  transferred cannot exceed 2% of Your Fixed Account
             value  as  of  the  latter  of  the  Policy   Date,   last  Policy
             Anniversary, or date request is received by Us.

         4.  The  transfers  will  continue  until  Your Fixed  Account  value 
             is exhausted or We receive Notice to stop them.

         5.  The amount of these scheduled transfers can be changed by You once
             each Policy Year, by Written Request or by telephone.

         6.  If You stop the scheduled transfers,  You may not start them again
             until six months after the date of the last scheduled transfer.

TRANSFERS FROM INVESTMENT ACCOUNTS

You may transfer amounts from an Investment  Account to either the Fixed Account
or  another  Investment  Account by making  either a  scheduled  or  unscheduled
Investment Account transfer, subject to the following conditions:

Transfers to the Fixed Account are allowed only if:

         1.  You have not transferred any amount from the Fixed Account for at 
             least six months; and

         2.  Your Fixed Account value immediately after the transfer does not 
             exceed $1,000,000, except with Our prior approval.

UNSCHEDULED  INVESTMENT  ACCOUNT TRANSFERS - You may make unscheduled  transfers
from an Investment Account, as follows:

         1.  You must specify the dollar  amount or percentage to transfer from
             each Investment  Account,  and the resulting  amount must equal or
             exceed the lesser of the value of Your  Investment  Account or the
             minimum  unscheduled  transfer  amount  shown on the current  Data
             Pages.

         2.  We reserve  the right to charge a  transaction  charge as shown on
             the current  Data Pages for each  unscheduled  transfer  after the
             twelfth transfer in a Policy Year.

SCHEDULED  INVESTMENT  ACCOUNT  TRANSFERS  -  (Dollar  Cost  Averaging)  - You 
may  make  scheduled  transfers  from an Investment Account, as follows:

         1.  Transfers will begin on a monthly basis on the date (other than the
             29th, 30th or 31st) specified by You.

         2.  You must  specify  how often the  transfers  will  occur  
             (annually, semi-annually, quarterly or monthly).

         3.  You must specify the dollar  amount or percentage to transfer from
             each Investment Account,  and that amount must equal or exceed the
             lesser  of the value of Your  Investment  Account  or the  minimum
             scheduled transfer amount shown on the current Data Pages.

         4.  The value of each Investment Account from which transfers are made
             must  equal or exceed  the  minimum  transfer  value  shown on the
             current Data Pages.

              The transfers will continue until Your interest in the Investment
             Account is exhausted or We receive Notice to stop them.

         5.  We reserve  the right to limit the number of  Investment  Accounts
             from which  transfers  will be made at the same time.  In no event
             will the limit ever be less than two.

AUTOMATIC PORTFOLIO REBALANCING

Automatic  portfolio  rebalancing  (APR),  allows  You to  maintain  a  specific
percentage of Your Policy Value in Your Investment Accounts over time.

APR transfers:

         1.  Do not begin until the  expiration of the  Examination  Offer (See
             Examination Offer on the front cover of Your policy).

         2.  Are  made  without  a  charge  and are not  counted  as unscheduled
             transfers when determining any transfer fee.

         3.  May be made on the frequency You specify, subject to the following:

                  A.  Quarterly  APR transfers may be made on a calendar year or
                      Policy Year basis.

                  B.  Semiannual  or annual APR  transfers may only be done on a
                      Policy Year basis.

         4.  May be made upon Your Written Request or by telephone.

Transfers are made at the end of the next Valuation Period after We receive Your
instructions. APR is not available if You have scheduled transfers from the same
Investment Account, or for values You have in the Fixed Account.

                                  POLICY LOANS

You may obtain a policy loan from Us with this policy as sole security.  You may
borrow up to A minus B where:

         A.   Is 90% of the Surrender Value; and

         B.  Is any  outstanding  policy loan and unpaid loan interest at the 
             time the loan request is processed at the home office.

The minimum loan amount is shown on the current Data Pages.

YOUR LOAN ACCOUNT

If You take a policy loan, a portion of Your Policy Value equal to the loan will
be transferred  from the Fixed Account  and/or the  Investment  Accounts to Your
Loan Account until the loan is repaid. The effective date of the transfer is the
date of the loan.

The loan will  result in a  reduction  in the value of the Fixed  Account to the
extent amounts are transferred from the Fixed Account to the Loan Account, or in
the  cancellation of Units in the Investment  Account or Accounts from which the
loan was withdrawn.  For each Investment  Account,  the number of Units canceled
will be equal to the portion of the loan withdrawn divided by the Unit value for
the Valuation Period in which the loan is taken.

You may tell Us the amount of the  policy  loan to be  withdrawn  from the Fixed
Account and/or each Investment  Account.  If You do not tell Us, the loan amount
will be withdrawn in the same proportion as the allocation used for Your Monthly
Policy  Charge.  Amounts  held in Your Loan  Account will be part of Our general
account  and will be  credited  with  interest  from the date of  transfer.  The
difference  between  the  policy  loan  rate and the rate  credited  on the Loan
Account will not exceed 2%.

On each Policy Anniversary,  if there has been a loan repayment,  this credit is
transferred  from the Loan  Account  to the  Fixed  Account  and the  Investment
Accounts. It is allocated among the Fixed Account and the Investment Accounts in
the same manner used to allocate premium payments.

All interest  rates stated are effective  annual rates.  We apply these rates to
properly  reflect the actual date We receive any  repayments and any changes You
make in loan amounts during a policy month.

LOAN INTEREST CHARGE

Interest  charges  accrue  daily at the annual loan  interest  rate shown on the
current Data Pages.  Interest is due and payable at the end of each Policy Year.
Any interest not paid when due is added to the loan principal and bears interest
at the same rate.  The adding of unpaid  interest  charges to the loan principal
will cause  additional  amounts to be withdrawn  from the  Divisions in the same
manner as described above for loans.

REPAYMENT

You may  repay all or part of a policy  loan as long as the  policy is in force.
Any policy loans and unpaid loan interest charges not repaid at the death of the
Surviving  Insured  or at  maturity  are  deducted  from the  death or  maturity
proceeds.

YOU SHOULD  IDENTIFY  THE PURPOSE OF EACH  PAYMENT.  IF WE CANNOT  IDENTIFY  ITS
PURPOSE, WE WILL CONSIDER IT TO BE A LOAN REPAYMENT IF A LOAN IS OUTSTANDING.

The amount  repaid is  transferred  from Your Loan Account to the Fixed  Account
and/or the  Investment  Accounts in the same  manner  used to  allocate  premium
payments.

                             SURRENDER OF THE POLICY

SURRENDER VALUE AND NET SURRENDER VALUE

The  Surrender  Value of Your policy  equals the Policy Value less the surrender
charges (described in the Surrender Charges provision).

The Net Surrender  Value of Your policy is the  Surrender  Value less any policy
loans and unpaid  loan  interest.  As long as Your  policy is in force,  You may
surrender it for its Net Surrender Value by sending Us a Written Request.

SURRENDER CHARGES

The Table of Maximum  Surrender  Charges  is shown on the  current  Data  Pages.
Surrender  charges vary based on the Target Premium of the policy and will apply
only  during  the first 10 Policy  Years  unless  changed  due to a face  amount
increase.  A face amount  increase  has its own  surrender  charge  period which
begins on the Adjustment  Date. The total surrender charge on the policy will be
a  composite  of the  surrender  charges  for the face  amount at issue and each
subsequent face amount increase.
Decreases in face amount do not decrease surrender charges on the policy.

PARTIAL SURRENDERS

Each Policy Year after the second  Policy  Year,  You may make up to two partial
surrenders from the Net Surrender Value, subject to the following:

         1.  Each partial  surrender must be in an amount not less than the 
             minimum amount shown on the current Data Pages; and

         2.  In the  aggregate  the total amount  surrendered  in a Policy Year 
             will not exceed an amount equal to 75% of the Net Surrender  Value 
             as of the date of the first surrender in a Policy Year.

The  transaction  charge is shown on the current Data Pages.  You may tell Us in
what proportion to allocate the amount of the partial  surrender and transaction
charge to be withdrawn from the Fixed Account and/or each Investment Account. If
You do not tell Us, the partial  surrender  and the  transaction  charge will be
withdrawn  from the  Fixed  Account  and  each  Investment  Account  in the same
proportion  as the  allocations  used for Your current  Monthly  Policy  Charge.
Partial  surrenders  from the Fixed  Account  will be taken from the most recent
premium payments first (last in, first out).

The amount of the partial  surrender plus the transaction  charge will result in
the  cancellation  of Units in the  Investment  Account  from which the  partial
surrender  occurs.  The number of Units  canceled will be equal to the amount of
the partial  surrender plus the transaction  charge divided by the Unit value of
the  Division  or  Divisions  for the  Valuation  Period  in which  the  partial
surrender is effective.

Your  Policy  Value is reduced by the amount of the partial  surrender  plus the
amount of the transaction charge.

If Option 1 death benefit is in effect, the face amount is reduced by the amount
of the partial  surrender and the  transaction charge.

                                 POLICY EXPENSES

MONTHLY POLICY CHARGES

On the Policy Date, and each Monthly Date  thereafter,  We will deduct a Monthly
Policy Charge.

The deduction for the Monthly Policy Charge is the sum of the following amounts:

         1.  The cost of insurance (described below) and the cost of additional 
             benefits provided by any rider in force for the policy month;

         2.  The current monthly  administration charge, which will not exceed 
             the maximum shown on the current Data Pages; and

         3.  The current  mortality and expense risks charge  imposed on the  
             Investment  Account value,  which will not exceed the maximum shown
             on the current Data Pages.

The Monthly Policy Charge will be withdrawn from the Investment  Accounts and/or
The Fixed Account according to the allocation percentages You have chosen.

Your choice for the Monthly Policy Charge allocation may be:

         1.  The same as the allocation percentages You have chosen for Your 
             premiums; or

         2.  Determined on a Prorated Basis; or

         3.  Any other allocation which We mutually agree upon.

If the amount in an Investment  Account and/or The Fixed Account is insufficient
to allow the  allocation  You have chosen,  Your Monthly  Policy  Charge will be
allocated on a Prorated Basis.

For each Investment Account and/or the Fixed Account, the allocation percentages
must be zero or a whole  number not less than ten nor greater  than 100. The sum
of the  percentages  for all the Investment  Accounts and the Fixed Account must
equal 100. Changes in allocation  percentages may be made by providing Notice to
Us. Once approved by Us, they are effective as of the next Monthly Date.

COST OF INSURANCE

The cost of insurance  on each  Monthly Date is A multiplied  by the result of B
minus C, where:

         A.  Is the cost of insurance rate as described in the Cost Of Insurance
             Rates provision divided by 1,000;

         B.  Is the death benefit as described in the Your Death  Proceeds  
             provision of this policy at the beginning of the Policy Month,  
             divided by 1.0024663  (the sum of 1 plus the monthly guaranteed 
             fixed account interest rate); and

         C.  Is the Policy Value at the beginning of the policy month calculated
             as if the Monthly Policy Charge was zero.

COST OF INSURANCE RATES

The monthly cost of insurance  rates are based on the sex,  issue age,  duration
since  issue,  risk  classification,  and  smoking  status of each  Insured.  We
determine  these  rates  based on Our  expectations  as to Our future  mortality
experience.  Any change in these rates  applies to all  individuals  of the same
class as each  Insured.  The cost of insurance  rates will never be greater than
shown in the Table of Guaranteed  Maximum Cost of Insurance Rates on the current
Data  Pages.  However,  different  cost of  insurance  rates  may  apply  to any
underwritten  face amount  increase.  Cost of insurance  rates for a face amount
increase  are  based  on the  sex,  age at time of  adjustment,  duration  since
adjustment, risk classification, and smoking status of each Insured.

PREMIUM EXPENSE CHARGE

We will deduct a Premium  Expense Charge as shown on the current Data Pages from
each premium payment. The result will be the Net Premium payment.

OTHER CHARGES

We will charge a surrender  charge as described  in the  Surrender Of The Policy
provision if any of the following occurs during the surrender charge period:

1. You request the Net Surrender Value of Your policy; or

2. You do not pay an amount  due at the end of a grace  period,  and the  policy
   terminates.

If You take a partial  surrender of the Net Surrender  Value of Your policy,  We
will charge a transaction charge as shown on Your current Data Pages.

                               YOUR DEATH PROCEEDS

We will pay the death proceeds to the beneficiary(ies) subject to the provisions
of the policy,  when We receive  proof that both of the Insureds died before the
maturity date. We require  notification  of the first death as soon as it occurs
or as soon thereafter as is reasonably possible,  even though the death proceeds
are not payable until the second death. The death proceeds, determined as of the
date of the Surviving Insured's death, are A minus B where:

     A.  Is the death benefit described below plus any proceeds from any benefit
         rider on the Surviving Insured's life; and

     B.  Is any policy  loans and unpaid  loan  interest  and, if the  Surviving
         Insured's  death  occurs  during a grace  period,  any  overdue Monthly
         Policy Charges.

We will pay interest on death proceeds from the date of the Surviving  Insured's
death until date of payment or until applied under a benefit option.  It will be
at a rate We determine, but not less than required by state law.

DEATH BENEFIT OPTIONS

This policy provides two death benefit options. The option in effect is shown on
the current Data Pages.

Option 1.

Under Option 1, the death benefit equals the greater of:

1. The policy's face amount; or

2. The amount found by multiplying the Policy Value by the applicable percentage
   shown below.

Option 2.

Under Option 2, the death benefit equals the greater of:

1. The policy's face amount plus its Policy Value; or

2. The amount found by multiplying the Policy Value by the applicable percentage
   shown below.

                        TABLE OF APPLICABLE PERCENTAGES*

(For ages not shown,  the  applicable  percentages  shall decrease by a pro rata
portion for each full year.)

              YOUNGER INSURED'S ATTAINED AGE                  %

                       40 and under                          250
                            45                               215
                            50                               185
                            55                               150
                            60                               130
                            65                               120
                            70                               115
                        75 thru 90                           105
                           95+                               101

* These  percentages  will be updated as required by  revisions  to the Internal
Revenue Code.

CHANGES IN DEATH BENEFIT OPTIONS

You  may  change  the  death  benefit  option  on or  after  the  second  Policy
Anniversary. To request a change in the death benefit option, You must send Us a
Written  Request.  A change approved on a Monthly Date will be effective on that
Monthly  Date. A change  approved on other than a Monthly Date will be effective
on the next  following  Monthly Date.  Changes in options are limited to two per
Policy Year and are subject to the following conditions:

1.   If the change is from Option 1 to Option 2, We will reduce the face amount.
     The reduction  will be equal to the Policy Value on the  effective  date of
     the  change.  The face  amount  after  any  reduction  must be at least the
     minimum face amount required by Our then current  underwriting  guidelines.
     We may require proof of insurability which satisfies Us.

2.   If the  change  is from  Option 2 to Option  1, We will  increase  the face
     amount.  The increase  will be equal to the Policy  Value on the  effective
     date of change. No proof of insurability is required.

YOUR MATURITY PROCEEDS

If either  Insured is living on the policy's  maturity date, We will pay You the
policy's maturity  proceeds,  which is equal to the death proceeds  described in
Your Death Proceeds provision.

                             YOUR ADJUSTMENT OPTIONS

ADJUSTING THE FACE AMOUNT

While Your policy is in force (but not in a grace  period) and both Insureds are
living, You may request an increase in the face amount.  While Your policy is in
force (but not in a grace period) You may request a decrease in the face amount.
Decreases may not be made during the first two Policy Years.  Any  adjustment is
subject to Our approval.

APPROVAL OF AN ADJUSTMENT

Any increase in face amount will be in a risk  classification We determine,  and
will be approved if:

1. The Attained Age of the oldest  Insured is 90 or less, and the Attained Age
   of the youngest Insured is 85 or less, and the amount of the increase is at
   least the minimum increase shown on the current Data Pages; and

2. You supply evidence which satisfies Us that at least one of the Insureds is
   insurable under Our underwriting guidelines then in effect.

No adjustment will be approved if:

1. The face amount after  adjustment would be less than the minimum amount shown
   on the current Data Pages; or

2. Your Monthly Policy Charges are being waived under any rider.

REQUESTING AN ADJUSTMENT

You must send Us a  Written  Request  for an  adjustment.  A request  for a face
amount  increase must be signed by the Insureds and  owner(s).  It must show the
face  amount  desired  after  adjustment.  An  adjustment  is  effective  on the
Adjustment Date.

                            RIGHT TO EXCHANGE POLICY

You may at any time within the first 24 months  from the  Effective  Date,  upon
Written Request, make an irrevocable,  one time election to transfer all of Your
Investment Account values to the Fixed Account.

                         OWNER, BENEFICIARY, ASSIGNMENT

OWNERSHIP

The  owner(s)  is as named in the  application  unless You change  ownership  as
provided  below.  As  owner(s),  You may  exercise  every  right and enjoy every
privilege  provided  by Your  policy,  subject to the rights of any  irrevocable
beneficiary(ies).  These rights and privileges  continue while Your policy is in
force,  and end at the Surviving  Insured's  death.  If an owner dies before the
policy  terminates,  the  surviving  owner(s),  if any,  shall  succeed  to that
person's  ownership  interest,  unless  otherwise  specified.  If all owners die
before the  policy  terminates,  the policy  will pass to the estate of the last
surviving owner. With Our consent,  You may specify a different  arrangement for
contingent ownership.

BENEFICIARY

The  beneficiary(ies)  named in the application  will receive the death proceeds
unless You change the  beneficiary  designation  as  provided  below.  Any death
proceeds payable to a beneficiary(ies)  who dies before the Surviving  Insured's
death  will  be  paid  equally  to  the  surviving  beneficiaries  named  in the
application,   unless  We  have  approved   another  Written   Request.   If  no
beneficiary(ies) survives the Surviving Insured's death, the death proceeds will
be paid to the  owner(s) or to the owner's  estate in equal  percentages  unless
otherwise specified.

CHANGE OF OWNER OR BENEFICIARY

You may  change  the  owner(s)  or  beneficiary(ies)  of this  policy by Written
Request.  Our approval is needed and no change is effective until We approve it.
Once approved, the change is effective as of the date You signed the request. We
have the right to  require  that You send Us this  policy so We can  record  the
change.

BENEFIT INSTRUCTIONS

While either Insured is alive, You may file  instructions for the payment of the
death  proceeds.  Such  instructions,  or change of  instructions,  must be in a
format  We  specify.   When  the   Surviving   Insured's   death   occurs,   the
beneficiary(ies)  may choose the arrangement  under which death proceeds will be
paid. We must approve the arrangement chosen before any payment is made.
If You change beneficiary(ies), prior benefit instructions are revoked.

ASSIGNMENT

You may assign Your policy as collateral for a loan.  The assignment  must be in
writing  and  filed in Our home  office.  We assume  no  responsibility  for any
assignment's validity. An assignment as collateral does not change the owner(s).
The rights of beneficiaries,  whenever named, except irrevocable  beneficiaries,
become subordinate to those of the assignee.

                               GENERAL INFORMATION

THE CONTRACT

This policy,  the attached  application(s)  and riders,  any  amendments  to the
application(s), any adjustment and reinstatement application(s), and the current
Data  Pages  make  up  the  entire   contract.   Any  statements   made  in  the
application(s),   an  adjustment   application(s)   or  any  amendments  to  the
application(s)  will  be  considered  representations  and  not  warranties.  No
statement, unless made in an application(s), or amendments thereto, will be used
to  void  Your  policy  (or  void  an   adjustment  in  case  of  an  adjustment
application(s)) or to defend against a claim.

ALTERATIONS

This policy may be altered by mutual  agreement,  but any alterations must be in
writing and signed by one of Our corporate officers.  No one else, including the
agent, may change the contract or waive any provisions.

INCONTESTABILITY

With respect to statements made in the initial  application(s)  for this policy,
We will not contest  this  policy  after  either  Insured has been alive for two
years after the Policy Date.  With respect to statements  made in any subsequent
application(s) for additional coverage or reinstatement application(s),  We will
not contest the additional  coverage or reinstated  coverage resulting from such
application(s)  after either Insured has been alive for two years after the date
of the  adjustment or  reinstatement.  The time limits in this  Incontestability
provision do not apply to fraudulent misrepresentations.

AGE AND SEX

If the age or sex of  either or both of the  Insureds  has been  misstated,  the
death benefit will be that which would be purchased by the most recent mortality
charge at the correct age or sex of the Insureds.

DEFERMENT

We will usually pay  surrenders,  partial  surrenders,  or policy loans within 5
Valuation Days after We receive a Written Request. We will usually pay any death
benefit  within 5 Valuation Days after We receive 1) proof at Our home office of
both Insured's deaths, and 2) any other forms We may require to be completed.

However, We may not be able to determine the value of the assets of Our Separate
Account if:

1.   The New York Stock Exchange is closed on other than  customary  weekend and
     holiday  closings,  or trading on the New York Stock Exchange is restricted
     as determined by the Securities and Exchange Commission;

2.   The Securities and Exchange Commission by order permits  postponement for
     the protection of policyowners; or

3.   The Securities and Exchange  Commission requires that trading be restricted
     or declares an  emergency,  as a result of which  disposal of securities is
     not reasonably practicable or it is not reasonably practicable to determine
     the net asset values of the Mutual Funds.

If any of the above events occur, We reserve the right to defer:

1.    Determination and payment of any surrender, partial surrenders, or death 
      proceeds;

2.    Payment of any policy loans;

3.    Determination of the Unit values of the Divisions;

4.    Any requested transfer between the Divisions; and

5.    Application of Your death proceeds or surrender proceeds under Your 
      Benefit Options.

If payments are delayed and Your request for total surrender, partial surrender,
transfer or policy loan is not canceled by Your written instructions, the amount
of the surrender, transfer or policy loan will be determined the first Valuation
Date  following  the  expiration  of the permitted  delay.  The death  proceeds,
surrender  or policy loan will be paid,  or transfers  made,  within 5 Valuation
Days thereafter.

SUICIDE

This policy's death proceeds will not be paid if either Insured dies by suicide,
while sane or insane, within 2 years of the Policy Date. Instead, We will return
all  premiums  paid,  less any policy  loans and unpaid  loan  interest.  If the
suicide  occurs at the death of the first  Insured,  this amount will be paid to
the owner(s) of the policy.  If the suicide occurs at the death of the Surviving
Insured, this amount will be paid to the beneficiary(ies).

Any face amount  increase made under the adjustment  options will not be paid if
either  Insured  dies by  suicide,  while sane or insane,  within 2 years of the
Adjustment  Date.  Instead,  We will  return  the sum of the  cost of  insurance
charges for the increased  amount of  protection.  If the suicide  occurs at the
death of the first  Insured,  this  amount  will be paid to the  owner(s) of the
policy. If the suicide occurs at the death of the Surviving Insured, this amount
will be paid to the beneficiary(ies).

BASIS OF VALUES

Guaranteed  maximum cost of  insurance  rates are based on the  mortality  table
referred to on the current Data Pages.

A detailed  statement of the method of calculating  values and benefits has been
filed  with the  insurance  department  of the  state in which  this  policy  is
written.  The  guaranteed  values are greater than or equal to those required by
any state law.

STATEMENT OF VALUE

You will receive a statement once each Policy Year until the policy  terminates.
The statement will show:

1. The current death benefit;

2. The current Policy and Surrender Values;

3. All premiums paid since the last statement;

4. Any investment gain or loss since the last statement;

5. All charges since the last statement;

6. Any policy loans and unpaid loan interest;

7. Any partial surrenders since the last statement; and

8. The total value of each of Your Investment Accounts and the Fixed Account.

SF 523

SURVIVORSHIP   FLEXIBLE  PREMIUM  VARIABLE   UNIVERSAL  LIFE  INSURANCE  POLICY.
Adjustable  death  benefit.  Benefits  payable at death of Surviving  Insured or
earlier maturity date. Flexible premiums payable until maturity date or death of
Surviving Insured. NON-PARTICIPATING.

SF 523