PROSPECTUS:  September 22, 2008

                                            [Ameritas Life Insurance Corp. Logo]
                                                                A UNIFI Company
OVERTURE MEDLEY SM

Flexible Premium
Deferred Variable Annuity Policy
                                         Ameritas Variable Separate Account VA-2

         This prospectus describes the Policy, especially its Separate Account.
The Policy is designed to help you, the Policy Owner, invest on a tax-deferred
basis and meet long-term financial goals. It provides a menu of optional
features for you to select from to meet your particular needs; ask your sales
representative or us which of these are available in your state. As an annuity,
it also provides you with several ways to receive regular income from your
investment. An initial minimum payment is required. Further investment is
optional.

         You may allocate all or part of your investment among variable
investment options (where you have the investment risk, including possible loss
of principal) with allocated indirect interests in these non-publicly traded
portfolios*:



                                                                        
AIM V.I. Series I                       DREYFUS Service Shares                SUMMIT
    Dynamics                                MidCap Stock                          Bond
    International Growth                DWS VS II Class A                         EAFE International Index
ALGER AMERICAN Class O                      Dreman Small Mid Value VIP            Inflation Protected Plus
    Balanced                                Global Thematic VIP                   Lifestyle Aggressive
AMERICAN CENTURY VP Class I             FIDELITY (R) Service Class 2              Lifestyle Conservative
    Income & Growth                         Asset Manager SM                      Lifestyle Target
    Mid Cap Value                           Asset Manager: Growth (R)             Nasdaq-100 Index
CALVERT VARIABLE SERIES                     Contrafund (R)                        Natural Resources
    Ameritas Core Strategies                Equity-Income                         Russell 2000 Small Cap Index
    Ameritas Income & Growth                Growth                                S&P MidCap 400 Index
    Ameritas Index 500                      High Income                       T. ROWE PRICE
    Ameritas MidCap Growth                  Investment Grade Bond                 Blue Chip Growth-II
    Ameritas MidCap Value                   Overseas                          THIRD AVENUE
    Ameritas Money Market               MFS(R) VIT Initial Class                    Value
    Ameritas Small Capitalization           New Discovery                     UIF Class I
    Ameritas Small Company Equity           Research International                Emerging Markets Equity
    Income                                  Strategic Income                      Global Value Equity
    Social Balanced                         Total Return                          International Magnum
    Social Equity                           Utilities                             U.S. Real Estate
    Social International Equity         NEUBERGER BERMAN AMT Class I
                                            Regency


     * Short  cites  are  used in  this  list.  "Investment  Options"  uses
complete Portfolio names.
or you may allocate part of your investment to a Fixed Account fixed interest
rate option (where we have the investment risk and guarantee a certain return on
your investment).

       The Policy includes a Guaranteed Lifetime Withdrawal Benefit ("GLWB")
rider, which if activated, guarantees a series of annualized withdrawals from
your Policy, regardless of the Policy value, until the death of the last
surviving Covered Person. Policy expenses are higher when the GLWB is activated
and if other optional features are selected.

        A Statement of Additional Information, dated September 23, 2008, and
other information about us and the Policy is on file with the Securities and
Exchange Commission ("SEC") and is incorporated into this prospectus by
reference. For a free copy, access it on the SEC's web site (www.sec.gov, select
"Search for Company Filings," select "Companies & Other Filers," then type File
Number "333-142483"), or write or call us. The Table of Contents for the
Statement of Additional Information is on the last page of this prospectus

Please Read this Prospectus Carefully and Keep It for Future Reference. It
provides information you should consider before investing in a Policy.
Prospectuses for the portfolios underlying the Subaccount variable investment
options are available without charge from your sales representative or from our
Service Center.

           The SEC does not pass upon the accuracy or adequacy of this
               prospectus, and has not approved or disapproved the
                 Policy. Any representation to the contrary is a
                                criminal offense.

              NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

                  Ameritas Life Insurance Corp. (we, us, our, Ameritas)
            Service Center, P.O. Box 82550, Lincoln, Nebraska 68501.
                      1-800-745-1112. www.ameritas.com


Contacting Us. To answer your questions or to send additional premium, contact
your sales representative or write or call us at:

                          Ameritas Life Insurance Corp.
                                 Service Center
                                 P.O. Box 82550
                             Lincoln, Nebraska 68501
                                       Or
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                            Telephone: 1-800-745-1112
                               Fax: 1-402-467-7335
                         Interfund Transfer Request Fax:
                                 1-402-467-7923
                                www.ameritas.com

Express mail packages should be sent to our street address, not our P.O. Box
address.

Remember, the Correct Form of Written Notice "in good order" is important for us
to accurately process your Policy elections and changes. Many forms can be found
on the on-line services section of our web site. Or, call us at our toll-free
number and we will send you the form you need and tell you the information we
require.

Facsimile Written Notice. To provide you with timely service, we accept some
Written Notice by facsimile. However, by not requiring your original signature,
there is a greater risk unauthorized persons can manipulate your signature and
make changes on your Policy (including withdrawals) without your knowledge. We
are entitled to act upon facsimile signatures that reasonably appear to us to be
genuine.

Make checks payable to:
"Ameritas Life Insurance Corp."

TABLE OF CONTENTS                                          Begin on Page
DEFINED TERMS.........................................................3
POLICY OVERVIEW.......................................................3
         Policy Operation and Features                                4
         Tax-Qualified Plans                                          4
CHARGES...............................................................5
         Examples of Expenses                                         9
FINANCIAL INFORMATION................................................11
         Accumulation Unit Values                                    11
         Financial Statements                                        11
CHARGES EXPLAINED....................................................11
         Withdrawal Charge                                           11
         Mortality and Expense Risk Charge                           12
         Administrative Charges                                      12
         Transfer Fee                                                12
         Tax Charges                                                 12
         403(b) Tax Sheltered Annuity Charges                        12
         Fees Charged by the Portfolios                              12
         Value+ Option Charge                                        13
         Guaranteed Lifetime Withdrawal Benefit ("GLWB") Charge      13
         Other Optional Feature Charges                              13
         Waiver of Certain Charges                                   13
INVESTMENT OPTIONS...................................................13
         Separate Account Variable Investment Options                13
         Fixed Account Investment Option                             16
         Transfers                                                   16
         Third Party Services                                        17
         Disruptive Trading Procedures                               17
         Systematic Transfer Programs                                18
         Model Asset Allocation Program                              19
IMPORTANT POLICY PROVISIONS..........................................22
         Policy Application and Issuance                             22
         Your Policy Value                                           23
         Telephone Transactions                                      24
         Death of Annuitant                                          24
         Delay of Payments                                           24
         Beneficiary                                                 24
         Minor Owner or Beneficiary                                  25
         Policy Changes                                              25
         Policy Termination                                          25
         Optional Features                                           25
POLICY DISTRIBUTIONS.................................................26
         Withdrawals                                                 26
         Loans (403(b) Plans Only)                                   27
         Death Benefits                                              28
         Annuity Income Benefits                                     32
         GLWB Rider                                                  34
FEDERAL INCOME TAX MATTERS...........................................39
MISCELLANEOUS........................................................41
         About Our Company                                           41
         Distribution of the Policies                                41
         Voting Rights                                               41
         Legal Proceedings                                           41
APPENDIX A: Accumulation Unit Values................................A-1
APPENDIX B: Tax-Qualified Plan Disclosures..........................B-1
         IMSA                                                 Last Page
         Statement of Additional Information Table of Contents Last Page

                                      -2-


DEFINED TERMS

Accumulation Units are an accounting unit of measure used to calculate the
Policy value allocated to Subaccounts of the Separate Account. It is similar to
a share of a mutual fund. The Policy describes how Accumulation Units are
calculated.

Annuity Date is the date annuity income payments are scheduled to begin. This
date is identified on the Policy Schedule page of your Policy. You may change
this date, as permitted by the Policy and described in this prospectus.

Business Day is each day that the New York Stock Exchange is open for trading.

Cash Surrender Value is the Policy value less applicable withdrawal charge,
Policy fee, outstanding loans, and any premium tax charge not previously
deducted.

Owner, you, your is you - the person(s) or legal entity who may exercise all
rights and privileges under the Policy. If there are joint Owners, the
signatures of both Owners are needed to exercise rights under the Policy.

Policy Year/Month/Anniversary are measured from respective anniversary dates of
the date of issue of this Policy.

Subaccount is a division within the Separate Account for which Accumulation
Units are separately maintained. Each Subaccount corresponds to a single
underlying non-publicly traded portfolio issued through a series fund.

We, us, our, Ameritas - Ameritas Life Insurance Corp.

Written Notice or Request - Written notice, signed by you, on a form approved by
or acceptable to us, that gives us the information we require and is received at
Ameritas, Service Center, P.O. Box 82550, Lincoln, NE 68501 (or 5900 "O" Street,
Lincoln, NE 68510), fax 1-402-467-7335. Call us if you have questions about what
form or information is required.

           This prospectus may only be used to offer the Policy where
            the Policy may lawfully be sold. The Policy, and certain
         features described in this prospectus, may not be available in
                                   all states.


POLICY OVERVIEW

         The following is intended as a summary. Please read each section of
this prospectus for additional detail.

         Prior to May 1, 2007, the Policies described in this prospectus were
offered and issued by Ameritas Variable Life Insurance Company ("AVLIC").
Effective May 1, 2007, AVLIC merged into Ameritas, and the Separate Account
(formerly named Ameritas Variable Life Insurance Company Separate Account VA-2)
was transferred from AVLIC to Ameritas. Policies previously issued by AVLIC now
are Policies of Ameritas, which will service and maintain those Policies in
accordance with their terms. (For more information about the merger see, "About
Our Company" in this prospectus.)

         The OVERTURE MEDLEY Policy is a variable annuity savings vehicle
offering a variety of investment options to help meet long-term financial goals.
The Policy includes a menu of feature options for you to select from to meet
your particular needs; not all will be available in all states. Associated
charges are discussed in this prospectus' CHARGES and CHARGES EXPLAINED
sections. You can allocate your premiums among a wide spectrum of investment
options. In the Separate Account variable investment options you may gain or
lose money on your investment. In the Fixed Account option, we guarantee you
will earn a fixed rate of interest. The investment options are described on this
prospectus' cover and the INVESTMENT OPTIONS section.

                                       3


         The Policy is a deferred annuity:  it has an accumulation (or deferral)
period and an annuity income period.

         Accumulation Period. During the accumulation period, any earnings that
you leave in the Policy are not taxed. During this period you can invest
additional money into the Policy, transfer amounts among the investment options,
and withdraw some or all of the value of your Policy. Some restrictions may
apply to transfers (especially to transfers into and out of the Fixed Account).
Withdrawals may be subject to a withdrawal charge, income tax and a penalty tax.

A significant advantage of the Policy is that it provides the ability to
accumulate capital on a tax-deferred basis. The purchase of a Policy to fund a
tax-qualified retirement account does not provide any additional tax deferred
treatment beyond the treatment provided by the tax-qualified retirement plan
itself. However, the Policy does provide benefits such as lifetime income
payments, family protection through death benefits and guaranteed fees.

         Annuity Income Period. The accumulation period ends and the annuity
income period begins on a date you select or the later of the fifth Policy
Anniversary or Anniversary nearest the annuitant's 85th birthday. During the
annuity income period, we will make periodic payments to the annuitant, unless
you specify otherwise. You can select payments that are guaranteed to last for
the annuitant's entire life or for some other period. Some or all of each
payment will be taxable.

         POLICY OPERATION AND FEATURES

Premiums.
o   Minimum initial premium: $25,000.
o   Minimum additional premium: $1,000, or $50 per month if through a regularly
    billed program.
o   Additional premiums will not be accepted, without our approval, on or after
    the later of (i) the Policy Anniversary following your or the annuitant's
    85th birthday or (ii) the Annuity Date.

Investment Options.
o   Variable investment option allocations are invested in Subaccounts of the
    Separate Account, which in turn invest in corresponding underlying
    portfolios. Fixed Account allocations are invested in our general account
    and we guarantee a fixed rate of interest.
o   You may transfer among investments, subject to limits. Dollar cost
    averaging, portfolio rebalancing and earnings sweep systematic investment
    programs are available.

Deductions from Assets.
(See CHARGES on next pages.)
Withdrawals.

o    Withdrawal charges apply to withdrawals under the base Policy. Two optional
     "free withdrawal" features are available, for a charge, one of which must
     be chosen at the time of application, unless the No Withdrawal Charge Rider
     is elected. After a premium is received, withdrawal charges apply for 9
     years or, for a charge, 7 years or 5 years.
o    Each withdrawal must be at least $250.
o    Two optional "free withdrawal" features and a No Withdrawal Charge Rider
     are available for an additional monthly charge.  Only one of these features
     or the rider may be selected, and your selection must be made at the time
     of application.
o    An optional Guaranteed Lifetime Withdrawal Benefit ("GLWB") is also
     available.

Annuity Income.
o    Several fixed annuity income options are available.

Death Benefit.
o    A standard death benefit is paid upon the death of the Owner unless the
     guaranteed minimum death benefit is payable.
o    The standard death benefit that applies with the No Withdrawal Charge Rider
     is described in the POLICY DISTRIBUTIONS, Death Benefits section.

Optional Features.
o    Other optional features available are listed in the prospectus' IMPORTANT
     POLICY PROVISIONS section. Most can only be elected at Policy issue and
     only if you are then not older than age 70. Certain optional features may
     not be available in combination with other optional features.

         TAX-QUALIFIED PLANS

         The Policy can be used to fund a tax-qualified plan such as an IRA or
Roth IRA (including for rollovers from tax-sheltered annuities), SEP, or SIMPLE
IRA, Tax-Sheltered Annuities, etc. This prospectus generally addresses the terms
that affect a non-tax-qualified annuity. If your Policy funds a tax-qualified
plan, read the Qualified Plan Disclosures in this prospectus' Appendix B to see
how they might change your Policy rights and requirements. Contact us if you
have questions about the use of the Policy in these or other tax-qualified
plans.

                                      -4-


CHARGES
               (x= Base Policy;  y = Optional Feature Fee)

         The following tables describe the fees and expenses that you will pay
when buying, owning, and surrendering the Policy. The first table describes the
fees and expenses that you will pay at the time that you buy the Policy,
surrender the Policy, or transfer Policy value between investment options.


--------------------------------------------------------------------------------------------------------------------
TRANSACTION FEES
--------------------------------------------------------------------------------------------------------------------

                                                                     Guaranteed Maximum Withdrawal Charges

--------------------------------------------------------------------------------------------------------------------
PREMIUM WITHDRAWAL CHARGES (1)                                         Years since receipt of premium:
(deducted as a % of each premium withdrawn)
-------------------------------------------------------- ----- ----- ----- ----- ----- ---- ----- ----- ----- ------
                                                          1     2     3     4     5     6    7     8     9     10+
-------------------------------------------------------- ----- ----- ----- ----- ----- ---- ----- ----- ----- ------
                                                                              
 x   9-Year Base Policy Withdrawal Charge                 8%    8%    8%    7%    7%   6%    5%    4%    2%    0%
-------------------------------------------------------- ----- ----- ----- ----- ----- ---- ----- ----- ----- ------
 y   7 Year Withdrawal Feature Charge                     7%    6%    5%    4%    3%   2%    1%    0%     -     -
-------------------------------------------------------- ----- ----- ----- ----- ----- ---- ----- ----- ----- ------
 y   5 Year Withdrawal Feature Charge                     7%    7%    6%    4%    2%   0%     -     -     -     -
-------------------------------------------------------- ----- ----- ----- ----- ----- ---- ----- ----- ----- ------

 Y   No Withdrawal Charge Rider                           0%     -     -     -     -     -    -     -     -     -

-------------------------------------------------------- ----- ----- ----- ----- ----- ---- ----- ----- ----- ------
 y   403(b) TSA Endorsement 7 Year Withdrawal Charge      8%    8%    8%    7%    6%   5%    3%    0%     -     -
-------------------------------------------------------- ----- ----- ----- ----- ----- ---- ----- ----- ----- ------



                                                                                  -------------------- --------------------
                                                                                        Guaranteed
                                                                                          Maximum           Current Fees
                                                                                           Fees
--------------------------------------------------------------------------------  -------------------- --------------------
TRANSFER FEE (per transfer)
                                                                                                        
x    First 15 transfers per Policy Year                                                   NONE                NONE
x    Over 15 transfers in one Policy Year, we may charge ...                              $10                 $10
--------------------------------------------------------------------------------  -------------------- --------------------
STATE PREMIUM TAXES (rates vary by state)(2)                                                               0% to 3.5%
--------------------------------------------------------------------------------  -------------------- --------------------

LOAN ORIGINATION FEE (3)                                                                     $40                 $25

--------------------------------------------------------------------------------  -------------------- --------------------
         The next table describes the fees and expenses that you will pay
periodically during the time that you own the Policy, to equal the annualized
charges shown, not including Subaccount portfolio operating fees and expenses.
------------------------------------------------------------------------------------------------------ --------------------
ANNUAL FEES and EXPENSES
-------------------------------------------------------------------------------- --------------------- --------------------
                                                                                        Guaranteed
                                                                                          Maximum           Current Fees
                                                                                           Fees
--------------------------------------------------------------------------------  -------------------- --------------------
ANNUAL POLICY FEES
    Waived if Policy value is at least $50,000 on a Policy Anniversary.
--------------------------------------------------------------------------------  -------------------- --------------------

x    ANNUAL POLICY FEE
y    Optional MINIMUM INITIAL PREMIUM feature ANNUAL POLICY FEE (4)                        $40                  $36

------------------------------------------------------------------------------------------------------ --------------------
ANNUAL WITHDRAWAL FEES
         Deducted monthly to equal the annual % shown.
--------------------------------------------------------------------------------  -------------------- --------------------
x    Base Policy Withdrawal Charge:                                                       NONE                NONE
y    ANNUAL FEES FOR OPTIONAL WITHDRAWAL CHARGE FEATURES:
y    7 Year Withdrawal Charge Feature                                                    0.40%               0.30%
y    5 Year Withdrawal Charge Feature                                                    0.60%               0.45%

Y    No Withdrawal Charge Rider (5)                                                      1.25%               0.70%

y    403(b) Tax Sheltered Annuity Endorsement (6)                                        0.40%               0.20%
------------------------------------------------------------------------------------------------------ --------------------
SEPARATE ACCOUNT ANNUAL EXPENSES
         Deducted daily from assets allocated to the Separate Account to equal
the annual % shown.
--------------------------------------------------------------------------------  -------------------- --------------------
x  MORTALITY & EXPENSE RISK CHARGE                                                       0.75%               0.60%
x  ADMINISTRATIVE EXPENSE FEE                                                            0.25%               0.20%
------------------------------------------------------------------------------------------------------ --------------------


(1) Current Withdrawal Charges are the same as Guaranteed Maximum Withdrawal
Charges. Premium Withdrawal Charges may differ in some states, but will not
exceed the maximum.
(2) Tax rates and timing of payment vary by state and may change. Currently we
do not charge for state taxes other than premium taxes, although we reserve the
right to levy charges for taxes or other economic burdens in the future. See the
CHARGES EXPLAINED section.
(3) On Policies issued after 1/1/02 with the 403(b) Tax Sheltered Annuity
Endorsement (not applicable to Policies issued prior to 1/1/02 or in states
where fee not approved). Waived if loan repayment is established on an automatic
basis.
(4) Waived for 403(b) Policies issued with the 403(b) Minimum Initial Premium
Rider in Policy Years when total annual net premium (premiums less withdrawals)
is $2,000 or greater.
(5) Available for Policies issued on or after September 22, 2008. Other riders
that may be used with the No Withdrawal Charge Rider are: Guaranteed Lifetime
Withdrawal Benefit and the Guaranteed Minimum Death Benefit - 1-Year "Periodic
Step-Up."
(6) REQUIRED for 403(b) Policies issued after 1/1/02. 403(b) TSA Endorsement
7-Year Premium Withdrawal Charge schedule applies in all states except TX, SC
and WA; in those states a 9-Year Premium Withdrawal Charge schedule applies.


                                      -5-



--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                                  
OPTIONAL RIDER/ENDORSEMENT FEATURE FEES
         Deducted monthly from Policy value to equal the annual % shown.
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     Guaranteed
                                                                                      Maximum           Current
                                                                                        Fees             Fees
--------------------------------------------------------------------------------- ---------------- -----------------
y    MINIMUM INITIAL PREMIUM Feature
     (waived if Policy value is at least $50,000)                                      0.55%            0.25%
--------------------------------------------------------------------------------- ---------------- -----------------

y    FREE WITHDRAWAL PRIVILEGE Features(7)                                             0.15%            0.05%

     y   10% "Free" Withdrawal Feature
     y   Expanded "Free" Withdrawal Feature                                            0.40%            0.20%
--------------------------------------------------------------------------------- ---------------- -----------------
y    GUARANTEED MINIMUM DEATH BENEFIT Features
     y   1- Year "Periodic Step-Up" Guaranteed Minimum Death Benefit                   0.55%            0.25%
     y   "5% Roll-Up" Guaranteed Minimum Death Benefit                                 0.75%            0.35%
     y   "Greater Of" Guaranteed Minimum Death Benefit                                 0.80%            0.37%
--------------------------------------------------------------------------------- ---------------- -----------------
y    ESTATE PROTECTION BENEFIT  ("EPB")
         Issue ages 0-70                                                               0.40%            0.20%
         Issue ages 71-80                                                              0.80%            0.60%
--------------------------------------------------------------------------------- ---------------- -----------------
y    EXPANDED ESTATE PROTECTION BENEFIT ("EEPB")
         Issue ages 0-70                                                               0.45%            0.25%
         Issue ages 71-80                                                              1.00%            0.80%
--------------------------------------------------------------------------------- ---------------- -----------------
y    403(b) TAX SHELTERED ANNUITY ENDORSEMENT (8)
--------------------------------------------------------------------------------- ---------------- -----------------
     y   TSA MINIMUM INITIAL PREMIUM RIDER
         Waived once Policy value is at least $50,000 on a Policy Year                 0.60%            0.35%
         anniversary.
--------------------------------------------------------------------------------- ---------------- -----------------
     y   403(b) HARDSHIP WAIVER RIDER                                                  0.25%            0.15%
--------------------------------------------------------------------------------- ---------------- -----------------
     y   TSA NO WITHDRAWAL CHARGE RIDERS
         Large Case (Initial premium is $25,000 or greater.)                           0.45%            0.25%
         Small Case (Initial premium is less than $25,000.)
             When Policy value is $50,000 or less ...                                  0.55%            0.30%
             Once Policy value exceeds $50,000 ...                                     0.45%            0.25%
--------------------------------------------------------------------------------- ---------------- -----------------
y    VALUE+ OPTION  (9)                                                                0.55%           0.42%
--------------------------------------------------------------------------------- ---------------- -----------------

--------------------------------------------------------------------------------- ---------------- -----------------
o    GUARANTEED LIFETIME WITHDRAWAL BENEFIT ("GLWB")
     (Deducted from the Policy value monthly during the Accumulation and
     Withdrawal Phases. There are no fees during the Inactive Phase.)
            Single Life                                                                 0.95%           0.60%
            Joint Spousal - for non-qualified plans only                                1.10%           0.75%
--------------------------------------------------------------------------------- ---------------- -----------------
Total Cost of Highest Combination of Features (10)                                      4.30%           2.62%
--------------------------------------------------------------------------------------------------------------------


PORTFOLIO COMPANY OPERATING EXPENSES (for the year ended December 31, 2007)

         The next table shows the minimum and maximum total operating expenses
charged by the portfolio companies, before and after any waivers or reductions,
that you may pay periodically during the time that you own the contract,
followed by a table showing additional information for each portfolio company.
More detail concerning each portfolio company's fees and expenses is contained
in the prospectus for each portfolio company.


                                                                                                   
-------------------------------------------------------------------------------- -------------------- --------------
TOTAL ANNUAL PORTFOLIO COMPANY OPERATING EXPENSES
     Expenses that are deducted from portfolio company assets, including             Minimum           Maximum
     management fees, distribution and/or service (12b-1) fees, and other
     expenses
------------------------------------------------------------------------------- -------------------- ---------------
Before any Waivers and Reductions                                                      0.38%(1)          1.61%(2)
------------------------------------------------------------------------------- -------------------- ---------------
After any Waivers and Reductions (explained in the footnotes to the Portfolio
Expenses Table at the end of this section)                                             0.36%(1)          1.61%(2)
------------------------------------------------------------------------------- -------------------- ---------------

(1) Ameritas Money Market Portfolio
(2) CVS Social International Equity Portfolio

(7) If you select the No Withdrawal Charge Rider (See ANNUAL WITHDRAWAL FEES,
previous page.), free withdrawal privilege features are not applicable.
(8) REQUIRED for 403(b) Policies issued after 1/1/02. 403(b) TSA Endorsement
7-Year Premium Withdrawal Charge schedule in all states except TX, SC and WA; in
those states the base Policy 9-Year Premium Withdrawal Charge schedule applies.
The PA 7-year schedule varies from this chart. (We will provide you with the
correct schedule for your state prior to your purchase of a Policy.) The
endorsement also includes loan feature, and waiver of withdrawal charge upon
disability or separation from service after the ninth Policy Year anniversary.
(9) The Value+ Option is not available for Policies issued on or after November
5, 2007.
(10) The Guaranteed Maximum Fees total consists of the Mortality and Expense
Risk Charge, Administrative Expense Fee, 9-Year Base Policy Withdrawal Charge,
Minimum Initial Premium Feature, Expanded "Free" Withdrawal Feature, "Greater
Of" Guaranteed Minimum Death Benefit, Expanded Estate Protection Benefit, and
GLWB Joint Spousal.

                                      -6-




----------------------------------------------------------------------------------------------------------------------
                                                                    Acquired                            Total Expenses
                                                                    Fund Fees    Total                  after waivers
Subaccount's underlying            Management    12b-1    Other       and      Portfolio  Waivers and  and Reductions
Portfolio Name*                       Fees      Fees**    Fees     Expenses***   Fees     Reductions       if any
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
                                                                                    
-------------------------------------------------------------------------------=--------------------------------------
AIM VI, Series I (1)
----------------------------------------------------------------------------------------------------------------------
Dynamics                              0.75%        -      0.36%         -        1.11%        -          1.11% (2)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
International Growth                  0.71%        -      0.36%      0.01%(3)    1.08%      0.01%(4)     1.07% (2)
----------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN, Class O
----------------------------------------------------------------------------------------------------------------------
Balanced                              0.71%(1)     -      0.13%        -          0.84%      0.04%(2)     0.80%
----------------------------------------------------------------------------------------------------------------------
AMERICAN CENTURY VP, Class I
----------------------------------------------------------------------------------------------------------------------
Income & Growth                       0.70%(1)     -      0.01%(2)     -          0.71%        -          0.71%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Mid Cap Value                         1.00%(3)     -      0.01%(2)     -          1.01%        -          1.01%
----------------------------------------------------------------------------------------------------------------------
CALVERT VARIABLE SERIES (1,2)
----------------------------------------------------------------------------------------------------------------------
Ameritas Core Strategies              0.80%        -      0.13%        -          0.93%        -          0.93%(3)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Ameritas Income & Growth              0.675%       -      0.125%       -          0.80%      0.02%        0.78%(3)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Ameritas Index 500 ****               0.29%        -      0.18%        -          0.47%      0.09%        0.38%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Ameritas MidCap Growth                0.85%        -      0.17%        -          1.02%      0.08%        0.94%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Ameritas MidCap Value                 0.97%        -      0.17%        -          1.14%        -          1.14%(3)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Ameritas Money Market                 0.25%        -      0.13%        -          0.38%      0.02%        0.36%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Ameritas Small Capitalization         0.90%        -      0.20%        -          1.10%      0.10%        1.00%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Ameritas Small Company Equity         1.17%        -      0.27%        -          1.44%      0.11%        1.33%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Income                                0.70%        -      0.17%        -          0.87%        -          0.87% (3)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Social Balanced                       0.70%        -      0.20%        -          0.90%        -          0.90%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Social Equity                         0.70%        -      0.41%        -          1.11%      0.03%        1.08% (3)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Social International Equity           1.10%        -      0.51%        -          1.61%        -          1.61% (3)
----------------------------------------------------------------------------------------------------------------------
DREYFUS, Service Shares
----------------------------------------------------------------------------------------------------------------------
MidCap Stock(1)                       0.75%      0.25%    0.05%        -          1.05%      0.15%        0.90%
----------------------------------------------------------------------------------------------------------------------
DWS VS II, Class A
----------------------------------------------------------------------------------------------------------------------
Dreman Small Mid Value VIP            0.74%        -      0.04%(1)     -          0.78%        -          0.78%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Global Thematic VIP                   1.00%        -      0.44%(1)     -          1.44%      0.39%(2)     1.05%
----------------------------------------------------------------------------------------------------------------------
FIDELITY (R) VIP, Service Class 2
----------------------------------------------------------------------------------------------------------------------
Asset Manager                         0.51%      0.25%    0.13%        -          0.89%        -          0.89%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Asset Manager: Growth                 0.56%      0.25%    0.21%        -          1.02%        -          1.02%(1)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Contrafund (R)                        0.56%      0.25%    0.09%        -          0.90%        -          0.90%(1)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Equity-Income                         0.46%      0.25%    0.09%        -          0.80%        -          0.80%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Growth                                0.56%      0.25%    0.09%        -          0.90%        -          0.90%(1)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
High Income                           0.57%      0.25%    0.11%        -          0.93%        -          0.93%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Investment Grade Bond                 0.32%      0.25%    0.11%        -          0.68%        -          0.68%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Overseas                              0.71%      0.25%    0.14%        -          1.10%        -          1.10%(1)
----------------------------------------------------------------------------------------------------------------------
MFS(R) VIT, Initial Class
----------------------------------------------------------------------------------------------------------------------
New Discovery                         0.90%        -      0.11%(1)     -          1.01%(1)     -          1.01%(1)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Research International                0.90%        -      0.66%(1)     -          1.56%(1)   0.46%(2)     1.10%(1)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Strategic Income                      0.75%        -      0.41%(1)     -          1.16%(1)   0.31%(3,4)   0.85%(1)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Total Return                          0.75%        -      0.08%(1)     -          0.83%(1)   0.03%(5)     0.80%(1)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Utilities                             0.75%        -      0.10%(1)     -          0.85%(1)   0.03%(6)     0.82%(1)
----------------------------------------------------------------------------------------------------------------------
NEUBERGER BERMAN AMT, Class I(1)
----------------------------------------------------------------------------------------------------------------------
Regency                               0.84%        -      0.11%        -          0.95%        -          0.95%
----------------------------------------------------------------------------------------------------------------------
SUMMIT
----------------------------------------------------------------------------------------------------------------------
Bond                                  0.47%        -      0.28%(1)   0.01%        0.76%        -          0.76%
----------------------------------------------------------------------------------------------------------------------
EAFE International Index              0.56%        -      0.69%(2)   0.02%        1.27%      0.30%(3)     0.97%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Inflation Protected Plus              0.50%        -      0.25%(2)   0.01%        0.76%        -          0.76%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Lifestyle ETF Aggressive              0.55%        -      0.20%(2)   0.25%        1.00%        -          1.00%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Lifestyle ETF Conservative            0.55%        -      0.20%(2)   0.23%        0.98%        -          0.98%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Lifestyle ETF Target                  0.55%        -      0.20%(2)   0.26%        1.01%        -          1.01%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Nasdaq-100 Index                      0.35%        -      0.30%(2)   0.01%        0.66%        -          0.66%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Natural Resources                     0.55%        -      0.20%(2)   0.56%        1.31%        -          1.31%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Russell 2000 Small Cap Index          0.35%        -      0.29%      0.03%        0.67%        -          0.67%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
S&P MidCap 400 Index                  0.30%        -      0.22%      0.01%        0.53%        -          0.53%
----------------------------------------------------------------------------------------------------------------------
T. ROWE PRICE
----------------------------------------------------------------------------------------------------------------------
Blue Chip Growth-II                   0.85%      0.25%    -            -          1.10%        -          1.10%
----------------------------------------------------------------------------------------------------------------------
THIRD AVENUE
----------------------------------------------------------------------------------------------------------------------
Value                                 0.90%        -      0.27%        -          1.17%        -          1.17%
----------------------------------------------------------------------------------------------------------------------
UIF, Class I
----------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity               1.21%        -      0.37%      0.02%        1.60%        -          1.60%(1,2)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
Global Value Equity                   0.67%        -      0.33%      0.01%        1.01%        -          1.01%(1)
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
International Magnum                  0.80%        -      0.35%        -          1.15%      0.10%        1.05%
--------------------------------- ------------ ------- ---------- ------------ ---------- ----------- ----------------
U. S. Real Estate                     0.74%        -      0.30%        -          1.04%        -          1.04%(3)
----------------------------------------------------------------------------------------------------------------------


                                      -7-

AIM 1 Except as otherwise noted, figures shown in the table are for the year
ended December 31, 2007 and are expressed as a percentage of the Fund's average
daily net assets. There is no guarantee that actual expenses will be the same as
those shown in the table.
AIM 2 The Fund's advisor has contractually agreed to waive advisory fees and/or
reimburse expenses of Series I shares to the extent necessary to limit Total
Portfolio Fees (excluding certain items discussed below) of Series I shares to
1.30% of average daily net assets. In determining the advisor's obligation to
waive advisory fees and/or reimburse expenses, the following expenses are not
taken into account, and could cause the Total Portfolio Fees to exceed the
numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on
short sales; (iv) extraordinary items; (v) expenses related to a merger or
reorganization, as approved by the Fund's Board of Trustees; and (vi) expenses
that the Fund has incurred but did not actually pay because of an expense offset
arrangement. Currently, the expense offset arrangements from which the Fund may
benefit are in the form of credits that the Fund receives from banks where the
Fund or its transfer agent has deposit accounts in which it holds uninvested
cash. The expense limitation agreement is in effect through at least April 30,
2009.
AIM 3 Acquired Fund Fees and Expenses are not fees or expenses incurred by the
fund directly but are expenses of the investment companies in which the fund
invests. You incur these fees and expenses indirectly through the valuation of
the fund's investment in those investment companies. As a result, the Total
Expenses after Waivers and Reductions listed above may exceed the expense limit
numbers. The impact of the acquired fund fees and expense are included in the
total returns of the Fund.
AIM 4 Effective July 1, 2007, AIM contractually agreed to waive 100% of the
advisory fee AIM receives from affiliated money market funds on investments by
the fund in such affiliated money market funds. Fee Waiver reflects this
agreement. This waiver agreement is in effect through at least April 30, 2009.
Alger 1 Previously, the Portfolio's Management Fees included an additional 0.04%
in administrative fees that are now included in Other Fees.
Alger 2 Effective December 1, 2006 through November 30, 2011, the Manager has
contractually agreed to waive 0.04% of its Advisory Fees.
American Century 1 The fund pays the advisor a single, unified management fee
for arranging all services necessary for the fund to operate.
American Century 2 Other expenses include the fees and expenses of the fund's
independent directors and their legal counsel, interest and, if applicable,
acquired fund fees and expenses.
American Century 3 The fund pays the advisor a single, unified management fee
for arranging all services necessary for the fund to operate. The fee shown is
based on assets during the fund's most recent fiscal year. The fund has a
stepped fee schedule. As a result, the fund's management fee rate generally
decreases as fund assets increase and increases as strategy assets decrease.
Calvert 1 The Investment Advisor (Calvert Asset Management Company, Inc.) has
contractually agreed to limit direct net annual portfolio operating expenses
through April 30, 2009, as shown below. Under the terms of the contractual
expense limitation, operating expenses do not include interest expense,
brokerage commissions, taxes and extraordinary expenses.
                 Ameritas Core Strategies                        0.95%
                 Ameritas Income & Growth                        0.78%
                 Ameritas Index 500                              0.38%
                 Ameritas MidCap Growth                          0.94%
                 Ameritas Money Market                           0.36%
                 Ameritas Small Capitalization                   1.00%
                 Ameritas Small Company Equity                   1.33%
                 Social Equity                                   1.08%
Each Portfolio has an expense offset arrangement with the custodian bank whereby
the custodian's fees may be paid indirectly by credits on the Portfolio's
uninvested cash balances. These credits are used to reduce the Portfolio's
expenses. Under those circumstances where the Advisor has provided to the
Portfolio a contractual expense limitation, and to the extent any expense offset
credits are earned, the Advisor may benefit from the expense offset arrangement
and the Advisor's obligation under the contractual limitation may be reduced by
the credits earned.
Calvert 2 Management fees for the Calvert Variable Series, Inc. Portfolios
include both the investment advisory fee paid by each Portfolio to the Advisor
and the administrative fee paid by the Portfolio to Calvert Administrative
Services Company, an affiliate of the Advisor. The administrative fees (as a
percentage of net assets) are as follows: 0.05% for each Ameritas Portfolio,
0.30% for Income, 0.275% for Social Balanced, 0.20% for Social Equity and 0.35%
for Social International Equity.
Calvert 3 "Total Portfolio Fees" reflect an indirect fee and fees before
waivers. Indirect fees result from a Portfolio's offset arrangement with the
custodian bank whereby the custodian's fees may be paid indirectly by credits on
the Portfolio's uninvested cash balances. These credits are used to reduce the
Portfolio's expenses. Net operating expenses after reductions for fees paid
indirectly and fee waivers would be as follows:
                 Ameritas Core Strategies                        0.91%
                 Ameritas Income & Growth                        0.77%
                 Ameritas MidCap Value                           1.04%
                 Income                                          0.84%
                 Social Equity                                   1.05%
                 Social International Equity                     1.59%
Dreyfus 1 The Dreyfus Corporation has agreed, until May 1, 2009, to waive
receipt of its fees and/or assume the expenses of the portfolio so that the
direct expenses of neither class (excluding taxes, brokerage commissions,
extraordinary expenses, interest expenses and commitment fees on borrowings)
exceed 0.90 of 1%.
DWS 1 "Other Fees" are based on estimated amounts for the current fiscal year.
Actual expenses may be different.
DWS 2 Through 4/30/2009, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
fund to the extent necessary to maintain the fund's operating expenses at 1.05%
for Class A shares, excluding certain expenses such as extraordinary expenses,
taxes, brokerage and interest.
Fidelity 1 A portion of the brokerage commissions that the fund pays may be
reimbursed and used to reduce the fund's expenses. In addition, through
arrangements with the fund's custodian, credits realized as a result of
uninvested cash balances are used to reduce the fund's custodian expenses. These
offsets may be discontinued at any time. Including these reductions, the total
class operating expenses would have been:
                 Asset Manager Growth                           1.01%
                 Contrafund                                     0.89%
                 Growth                                         0.89%
                 Overseas                                       1.07%
MFS 1 The fund has entered into an expense offset arrangement that reduces the
fund's custodian fee based upon the amount of cash maintained by the fund with
its custodian. Such fee reduction is not reflected in the table. Had this fee
reduction been taken into account, "Total Expenses" would be lower.
MFS 2 MFS has agreed in writing to bear the funds' expenses such that "Other
Fees," determined without giving effect to the expense offset arrangements
described above, do not exceed 1.10% annually. This written agreement excludes
interest, taxes, extraordinary expenses, brokerage and transaction costs and
investment-related expenses and will continue until modified by the fund's Board
of Trustees.
MFS 3 MFS has agreed in writing to reduce its management fee to 0.70% annually
on average daily net assets up to $1 billion. This written agreement will remain
in effect until modified by the fund's Board of Trustees.
MFS 4 MFS has agreed in writing to bear the funds' expenses such that "Other
Fees," determined without giving effect to the expense offset arrangements
described above, do not exceed 0.15% annually. This written agreement excludes
management fees, distribution and service fees, interest, taxes, extraordinary
expenses, brokerage and transaction costs and investment-related expenses and
will continue until at least April 30, 2009.


                                       -8-


MFS 5 MFS has agreed in writing to reduce its management fee to 0.65% annually
on average daily net assets in excess of $3 billion. This written agreement will
remain in effect until modified by the fund's Board of Trustees.
MFS 6 MFS has agreed in writing to reduce its management fee to 0.70% annually
on average daily net assets in excess of $1 billion. This written agreement will
remain in effect until modified by the fund's Board of Trustees.
Neuberger Berman 1 Neuberger Berman Management Inc. ("NBMI") has undertaken
through December 31, 2011 to waive fees and/or reimburse certain operating
expenses, including the compensation of NBMI and excluding taxes, interest,
extraordinary expenses, brokerage commissions and transaction costs, that
exceed, in the aggregate 1.50% of the average daily net asset value. The expense
limitation arrangement for the Portfolio is contractual and any excess expenses
can be repaid to NBMI within three years of the year incurred, provided such
recoupment would not cause the Portfolio to exceed its respective limitation.
Summit 1 The adviser has contractually agreed to waive administration fees for
the Bond Portfolio, as long as that Portfolio's direct operating expense ratio
exceeds 0.75%. Expenses of Acquired Funds are not included in this arrangement.
Summit 2 The fund does not bear any direct operating expenses above the amount
disclosed; any additional direct operating expenses are borne by the adviser
according to the terms of the advisory agreement. Expenses of Acquired Funds are
not included in this arrangement.
Summit 3 The adviser has agreed to waive its fees and/or reimburse expenses of
the portfolio to the extent necessary, to limit direct operating expenses to
0.95% of the average daily net assets of the portfolio until May 1, 2009.
Expenses of Acquired Funds are not included in this arrangement.

UIF 1 The Portfolio may invest a portion of its assets in other investment
companies (the "Acquired Funds"). The Portfolio's shareholders indirectly bear a
pro rata portion of the expenses of the Acquired Funds in which the Portfolio
invests. "Acquired Fund Fees and Expenses" in the table is an estimate of those
expenses. The estimate is based upon the average allocation of the Portfolio's
investments in the Acquired Funds and upon the actual total operating expenses
of the Acquired Funds (including any current waivers and expense limitations)
for the fiscal year ended December 31, 2007. Actual Acquired Fund expenses
incurred by the Portfolio may vary with changes in the allocation of Portfolio
assets among the Acquired Funds and with other events that directly affect the
expenses of the Acquired Funds. Since "Acquired Fund Fees and Expenses" are not
directly borne by the Portfolio, they are not reflected in the Portfolio's
financial statements, with the result that the information presented in the
table will differ from that presented in the Financial Highlights of the fund
prospectus.
UIF 2 This table does not show the effects of the Adviser's voluntary fee
waivers and/or expense reimbursements. The Adviser has voluntarily agreed to
reduce its advisory fee and/or reimburse the Portfolio so that Total Expenses ,
excluding certain investment related expenses described below and Acquired Fund
Fees and Expenses, will not exceed 1.60%. In determining the actual amount of
voluntary advisory fee waivers and/or expense reimbursements for the Portfolio,
if any, certain investment related expenses, such as foreign country tax expense
and interest expense on amounts borrowed, are excluded from Total Expenses. If
these expenses were included, the Total Expenses after voluntary fee waivers
and/or expense reimbursements could exceed the expense ration shown. Fee waivers
and/or expense reimbursements are voluntary and the Adviser reserves the right
to terminate any waivers and/or reimubrsements at any time and without notice.
UIF 3 For the fiscal year ended December 31, 2007, after giving effect to the
Adviser's voluntary fee waivers and/or expense reimbursements, the total annual
portfolio operating expenses incurred by investors, including certain investment
related expenses, was 1.04% for the UIF U.S. Real Estate, Class I. The total
annual portfolio operating expenses excluding certain investment related expense
was 1.02% for UIF U.S. Real Estate, Class I.

* Short cites are used for Funds and Portfolios in this chart. See the
"Investment Options" section for complete names.

** Portfolios pay 12b-1 fees to us pursuant to Rule 12b-1 under the Investment
Company Act of 1940, which allows investment companies to pay fees out of
portfolio assets to those who sell and distribute portfolio shares. Some
portfolios may also pay 0.05 to 0.25 percent of annual portfolio assets for our
providing shareholder support and marketing services.

*** Some portfolios invest in other investment companies (the "acquired
portfolios"). In these instances, portfolio shareholders indirectly bear the
fees and expenses of the acquired portfolios.

**** "Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500,"
and "500" are trademarks of The McGraw-Hill Companies, Inc. and have been
licensed for use by us. The Product is not sponsored, endorsed, sold or promoted
by Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the Product. The Statement of Additional
Information sets forth certain additional disclaimers and limitations of
liabilities on behalf of S&P as set forth in the Licensing Agreement between us
and S&P.

         EXAMPLES OF EXPENSES
         The Examples below are intended to help you compare the cost of
investing in the Policy with the cost of investing in other variable annuity
policies. These costs include Policy Owner transaction expenses, contract fees,
separate account annual expenses, and Subaccount underlying portfolio fees and
expenses.

         The Examples assume that you invest $10,000 in the Policy for the time
periods indicated. The Examples also assume that your investment has a 5% return
each year and assume the underlying portfolio and Policy fees and expenses
indicated. The example amounts are illustrative only, and should not be
considered a representation of past or future expenses. Your actual expenses may
be higher or lower than those shown in the chart. Please note that although the
examples assume $10,000 premium to aid comparisons, our minimum premium for this
Policy is $25,000.

                                       9




9-year Withdrawal Charge
                                ------------------------------------------------------------------------------------
                                  Surrender Policy at the     Annuitize Policy at the        Policy is neither
                                end of the time period.($)   end of the time period.($)       surrendered nor
                                                                                              annuitized. ($)
                                ------------------------------------------------------------------------------------
EXAMPLE                         1 Yr    3 Yr   5 Yr   10 Yr   1 Yr   3 Yr   5 Yr  10 Yr   1 Yr   3 Yr   5 Yr  10 Yr
 -------------------------------------------------------------------------------------------------------------------
                                                                          
  Maximum Expenses with GLWB -  $1,427  $2,658 $3,759 $5,933 $1,427 $1,858 $3,059 $5,933  $627  $1,858 $3,059 $5,933
       joint spousal (1)
 -------------------------------------------------------------------------------------------------------------------
  Maximum Expenses with GLWB -  $1,413  $2,618 $3,697 $5,833 $1,413 $1,818 $2,997 $5,833  $613  $1,818 $2,997 $5,833
        single life (1)
 -------------------------------------------------------------------------------------------------------------------
  Maximum Policy Expenses       $1,320  $2,358 $3,292 $5,159 $1,320 $1,558 $2,592 $5,159  $520  $1,558 $2,592 $5,159
     without GLWB Rider (1)
  -------------------------------------------------------------------------------------------------------------------
  Minimum Policy Expenses (2)     $923  $1,184 $1,365 $1,466   $923   $384   $665 $1,466  $123    $384   $665 $1,466
 -------------------------------------------------------------------------------------------------------------------
(1) Maximum Policy Expense Fees. This example assumes maximum charges of 1.00%
for Separate Account annual expenses, a $40 guaranteed maximum Policy fee
(although our current base Policy fee is $0), 2.20% of other Policy value annual
expenses for the most expensive combination of optional features with a 9-year
Withdrawal Charge (the Minimum Initial Premium, Expanded Free Withdrawal,
Expanded Estate Protection Benefit, and "Greater Of" Guaranteed Minimum Death
Benefit), applicable guaranteed maximum fee for the Guaranteed Lifetime
Withdrawal Benefit optional feature (0.95% for single life, 1.10% for joint
spousal) plus the maximum fees and expenses before any waivers or reductions of
any of the portfolio companies (1.61%).

(2) Minimum Policy Expense Fees. This example assumes current charges of 0.80%
for Separate Account annual expenses, 0.05% of Policy value annual expenses for
the 10% Free Withdrawal Rider feature, plus the minimum fees and expenses after
any waivers or reductions of any of the portfolio companies (0.36%).

7-year Withdrawal Charge

                                ------------------------------------------------------------------------------------
                                  Surrender Policy at the     Annuitize Policy at the        Policy is neither
                                  end of the time period.     end of the time period.         surrendered nor
                                            ($)                         ($)                   annuitized. ($)
                                ------------------------------------------------------------------------------------
 EXAMPLE                         1 Yr   3 Yr   5 Yr  10 Yr   1 Yr   3 Yr   5 Yr  10 Yr   1 Yr   3 Yr   5 Yr  10 Yr
 -------------------------------------------------------------------------------------------------------------------
  Maximum Expenses with GLWB -  $1,366  $2,465 $3,522 $6,190 $1,366 $1,965 $3,222 $6,190  $666  $1,965 $3,222 $6,190
       joint spousal (1)
 -------------------------------------------------------------------------------------------------------------------
  Maximum Expenses with GLWB -  $1,351  $2,425 $3,462 $6,095 $1,351 $1,925 $3,162 $6,095  $651 $1,925  $3,162 $6,095
        single life (1)
 -------------------------------------------------------------------------------------------------------------------
  Maximum Policy Expenses       $1,259  $2,169 $3,065 $5,452 $1,259 $1,669 $2,765 $5,452  $559 $1,669  $2,765 $5,452
     without GLWB Rider (1)
 -------------------------------------------------------------------------------------------------------------------
  Minimum Policy Expenses (2)     $854    $977 $1,124 $1,802   $854   $477   $824 $1,802  $154   $477    $824 $1,802
 -------------------------------------------------------------------------------------------------------------------
 (1) Maximum Policy Expense Fees. This example assumes maximum charges of 1.00%
for Separate Account annual expenses, a $40 guaranteed maximum Policy fee
(although our current base Policy fee is $0), 2.60% of other Policy value annual
expenses for the most expensive combination of optional features with a 7-year
Withdrawal Charge (the Minimum Initial Premium, Expanded Free Withdrawal,
Expanded Estate Protection Benefit, "Greater Of" Guaranteed Minimum Death
Benefit), and 7-year Withdrawal Charge, applicable guaranteed maximum fee for
the Guaranteed Lifetime Withdrawal Benefit optional feature (0.95% for single
life, 1.10% for joint spousal) plus the maximum fees and expenses before any
waivers or reductions of any of the portfolio companies (1.61%).

(2) Minimum Policy Expense Fees. This example assumes current charges of 0.80%
for Separate Account annual expenses, 0.05% of Policy value annual expenses for
the 10% Free Withdrawal Rider feature, 0.30% for a 7-year Withdrawal Charge
feature, plus the minimum fees and expenses after any waivers or reductions of
any of the portfolio companies (0.36%).

5-year Withdrawal Charge
                                ------------------------------------------------------------------------------------
                                  Surrender Policy at the     Annuitize Policy at the        Policy is neither
                                  end of the time period.     end of the time period.         surrendered nor
                                            ($)                         ($)                   annuitized. ($)
                                ------------------------------------------------------------------------------------
 EXAMPLE                         1 Yr   3 Yr   5 Yr  10 Yr   1 Yr   3 Yr   5 Yr  10 Yr   1 Yr   3 Yr   5 Yr  10 Yr
 -------------------------------------------------------------------------------------------------------------------
  Maximum Expenses with GLWB -  $1,385  $2,618 $3,502 $6,314 $1,385 $2,018 $3,302 $6,314  $685 $2,018  $3,302 $6,314
       joint spousal (1)
 -------------------------------------------------------------------------------------------------------------------
  Maximum Expenses with GLWB -  $1,370  $2,578 $3,442 $6,221 $1,370 $1,978 $3,242 $6,221  $670 $1,978  $3,242 $6,221
        single life (1)
 -------------------------------------------------------------------------------------------------------------------
  Maximum Policy Expenses -     $1,279  $2,323 $3,050 $5,593 $1,279 $1,723 $2,850 $5,593  $579 $1,723  $2,850 $5,593
     without GLWB Rider (1)
 -------------------------------------------------------------------------------------------------------------------
  Minimum Policy Expenses (2)     $869  $1,123 $1,102 $1,965   $869   $523   $902 $1,965  $169   $523    $902 $1,965
 -------------------------------------------------------------------------------------------------------------------

(1) Maximum Policy Expense Fees. This example assumes maximum charges of 1.00%
for Separate Account annual expenses, a $40 guaranteed maximum Policy fee
(although our current base Policy fee is $0), 2.80% of other Policy value annual
expenses for the most expensive combination of optional features with a 5-year
Withdrawal Charge (the Minimum Initial Premium, Expanded Free Withdrawal,
Expanded Estate Protection Benefit, "Greater Of" Guaranteed Minimum Death
Benefit), and 5-year Withdrawal Charge, applicable guaranteed maximum fee for
the Guaranteed Lifetime Withdrawal Benefit optional feature (0.95% for single
life, 1.10% for joint spousal) plus the maximum fees and expenses before any
waivers or reductions of any of the portfolio companies (1.61%).

(2) Minimum Policy Expense Fees. This example assumes current charges of 0.80%
for Separate Account annual expenses, 0.05% of Policy value annual expenses for
the 10% Free Withdrawal Rider feature, 0.45% for a 5-year Withdrawal Charge
feature, plus the minimum fees and expenses after any waivers or reductions of
any of the portfolio companies (0.36%).





                                       10


No Withdrawal Charge Rider
                                ------------------------------------------------------------------------------------
                                 Surrender Policy at the     Annuitize Policy at the        Policy is neither
                                 end of the time period.     end of the time period.         surrendered nor
                                            ($)                         ($)                   annuitized. ($)
                                ------------------------------------------------------------------------------------
 EXAMPLE                           1 Yr   3 Yr   5 Yr  10 Yr   1 Yr   3 Yr   5 Yr  10 Yr   1 Yr   3 Yr   5 Yr  10 Yr
 -------------------------------------------------------------------------------------------------------------------
                                                                          
   Maximum Expenses with GLWB      $588 $1,751 $2,893 $5,663   $588 $1,751 $2,893 $5,663   $588 $1,751 $2,893 $5,663
   - joint spousal (1)
 -------------------------------------- ------ ------ ------- ----- ------ ------ ------- ----- ------ ------ -------
   Maximum Expenses with GLWB      $574 $1,710 $2,829 $5,558   $574 $1,710 $2,829 $5,558   $574 $1,710 $2,829 $5,558
   - single life (1)
 -------------------------------------- ------ ------ ------- ----- ------ ------ ------- ----- ------ ------ -------
   Maximum Policy Expenses         $481 $1,447 $2,416 $4,853   $481 $1,447 $2,416 $4,853   $481 $1,447 $2,416 $4,853
   without GLWB Rider (1)
 -------------------------------------- ------ ------ ------- ----- ------ ------ ------- ----- ------ ------ -------
   Minimum Policy Expenses (2)     $189   $585 $1,006 $2,180   $189   $585 $1,006 $2,180   $189   $585 $1,006 $2,180
 -------------------------------------- ----------------------------------------------------------------------------


(1) Maximum Policy Expense Fees. This example assumes maximum charges of 1.00%
for Separate Account annual expenses, a $40 guaranteed maximum Policy fee
(although our current base Policy fee is $0), 1.80% of other Policy value annual
expenses for the combination of a No Withdrawal Charge Rider, the 1-Year
"Periodic Step-Up" Guaranteed Minimum Death Benefit rider, applicable guaranteed
maximum fee for the Guaranteed Lifetime Withdrawal Benefit optional feature
(0.95% for single life, 1.10% for joint spousal) plus the maximum fees and
expenses before any waivers or reductions of any of the portfolio companies
(1.61%).

(2) Minimum Policy Expense Fees. This example assumes current charges of 0.80%
for Separate Account annual expenses, 0.70% of Policy value annual expenses for
the No Withdrawal Charge Rider, plus the minimum fees and expenses after any
waivers or reductions of any of the portfolio companies (0.36%).

FINANCIAL INFORMATION

         ACCUMULATION UNIT VALUES

         We provide Accumulation Unit value history for each of the Separate
Account variable investment options in Appendix A.

         FINANCIAL STATEMENTS

         Financial statements of the Subaccounts of the Separate Account and our
company are included in the Statement of Additional Information. To learn how to
get a copy, see the front or back page of this prospectus.

CHARGES EXPLAINED
         (x = Base Policy Fee;  y = Optional Feature Fee)

         The following adds to information provided in the CHARGES section.
Please review both prospectus sections for information on charges.

         WITHDRAWAL CHARGE

         x We will deduct a withdrawal charge from Policy value upon a full
surrender or partial withdrawal. We may also deduct a withdrawal charge from
Policy value on the date annuity income payments begin from amounts applied to
provide annuity payments. We do not assess a withdrawal charge on premiums after
the second year since receipt that are then applied to the Life or Joint and
Last Survivor annuity income options. This charge partially covers our
distribution costs, including commissions and other promotional costs. Any
deficiency is met from our general account, including amounts derived from the
mortality and expense risk charge. If your Policy is issued as a 403(b) TSA
Policy, any withdrawal charges will be waived after our receipt of satisfactory
Written Notice on withdrawals:
        (a) upon your separation of service after 9 years from the Policy Date;
        (b) due to your disability within the meaning of Code Section 72(m)(7)
            prior to your age 65.

         The amount of a partial withdrawal you request plus any withdrawal
charge is deducted from the Policy value on the date we receive your withdrawal
request. Partial withdrawals (including any charge) are deducted from the
Subaccounts and the Fixed Account on a pro rata basis, unless you instruct us
otherwise. The oldest premium is considered to be withdrawn first, the next
oldest premium is considered to be withdrawn next, and so on (a "first-in,
first-out" basis). All premiums are deemed to be withdrawn before any earnings.

                                       11


         Optional Withdrawal Charge Features
         y The optional withdrawal charge features are deducted monthly from
Policy value. These fees continue as long as the Policy is in force. Your
election of one of the optional withdrawal charge features must be made at issue
of the Policy.

         Optional Free Withdrawal Features
         The base Policy does not have any free withdrawal features (allowing
withdrawals not subject to a withdrawal charge).

         However, optional withdrawal features are available: See the POLICY
DISTRIBUTIONS: Withdrawals section of this prospectus for details about these
features. These optional features have current fees which are deducted from the
Policy value on each Policy Month date, or if that date falls on a day other
than a Business Day, the monthly charge will be deducted on the next Business
Day. These fees continue as long as the Policy is in force.

         y A No Withdrawal Charge Rider is available for Policies issued on or
after September 22, 2008. The charge for this rider is a percentage of the
Policy value that will be deducted from the Policy value for the life of the
Policy, and is referred to in the Policy Schedule as the "Monthly Charge." This
rider may not be cancelled and will terminate when the Policy terminates.

         y The TSA No Withdrawal Charge Rider and Hardship Waiver Rider fees are
deducted monthly from Policy value. Withdrawal charge fee rates are less for
Large Policies (initial premium $25,000 or more) than for Small Policies. The
withdrawal charge fee rate is also reduced when the Policy value exceeds $50,000
on a Policy Year anniversary. These optional feature fees continue as long as
the Policy is in force.

         MORTALITY AND EXPENSE RISK CHARGE

         x We impose a daily fee to compensate us for the mortality and expense
risks we have under the Policy. This fee is reflected in the Accumulation Unit
values for each Subaccount.

         Our mortality risk arises from our obligation to make annuity payments
and to pay death benefits prior to the Annuity Date. The mortality risk we
assume is that annuitants will live longer than we project, so our cost in
making annuity payments will be higher than projected. However, an annuitant's
own longevity, or improvement in general life expectancy, will not affect the
periodic annuity payments we pay under your Policy. Another mortality risk we
assume is that at your death the death benefit we pay will be greater than the
Policy value.

         Our expense risk is that our costs to administer your Policy will
exceed the amount we collect through administrative charges.

         If the mortality and expense risk charge does not cover our costs, we
bear the loss, not you. If the charge exceeds our costs, the excess is our
profit. If the withdrawal charge does not cover our Policy distribution costs,
the deficiency is met from our general account assets, which may include
amounts, if any, derived from this mortality and expense risk charge.

         ADMINISTRATIVE CHARGES
         Administrative fees help us cover our cost to administer your Policy.

         Administrative Expense Fee
         x This annual fee is reflected in the Accumulation Unit values for each
           Subaccount.

         Annual Policy Fee
         x We reserve the right to charge an annual Policy fee.
         y The optional Minimum Initial Premium feature has a current annual
           Policy fee.

         Any Policy fee is deducted from your Policy value on the last Business
Day of each Policy Year and upon a complete surrender. This fee is levied by
canceling Accumulation Units and making a deduction from the Fixed Account. It
is deducted from each Subaccount and the Fixed Account in the same proportion
that the value in each Subaccount and the Fixed Account bears to the total
Policy value. For the optional Minimum Initial Premium feature for TSA Policies,
we will also waive the annual Policy fee for Policy Years when total net premium
(premium less withdrawals) is $2,000 or greater. We currently waive any Policy
fee if the Policy value is at least $50,000 on a Policy Anniversary.

         TRANSFER FEE

         The first 15 transfers per Policy Year from Subaccounts or the Fixed
Account are free. A transfer fee may be imposed for any transfer in excess of 15
per Policy Year. The transfer fee is deducted pro rata from each Subaccount
(and, if applicable, the Fixed Account) in which the Owner is invested.

                                       12


         TAX CHARGES

         Some states and municipalities levy a tax on annuities, currently
ranging from 0% to 3.5% of your premiums. These tax rates, and the timing of the
tax, vary and may change. Presently, we deduct the charge for the tax in those
states with a tax either (a) from premiums as they are received, or (b) upon
applying proceeds to an annuity income option.

         No charges are currently made for taxes other than premium taxes. We
reserve the right to levy charges in the future for taxes or other economic
burdens resulting from taxes that we determine are properly attributable to the
Separate Account.

         403(b) TAX SHELTERED ANNUITY CHARGES

         403(b) Tax Sheltered Annuity endorsements issued after 1/1/02 include a
403(b) TSA Endorsement 7-Year Withdrawal Charge schedule in all states except
TX, SC and WA; in those states the base Policy 9-Year Withdrawal Charge schedule
applies. The 403(b) TSA Endorsement also includes a loan feature, and waiver of
withdrawal charge upon disability or separation from service after the ninth
Policy Year anniversary.

         FEES CHARGED BY THE PORTFOLIOS

         x Each Subaccount's underlying portfolio has investment advisory fees
and expenses. They are set forth in this prospectus' CHARGES section and
described in more detail in each fund's prospectus. A portfolio's fees and
expenses are not deducted from your Policy value. Instead, they are reflected in
the daily value of portfolio shares which, in turn, will affect the daily
Accumulation Unit value of the Subaccounts. These fees and expenses help to pay
the portfolio's investment advisory and operating expenses.

         VALUE+ OPTION CHARGE

         y If you elected the Value+ Option, your current Separate Account
annual expenses will total 1.22% of the average net asset value for the first
nine Policy Years, assuming no charges for other riders. If you did not elect
the Value+ Option, your current Separate Account annual expenses will be 0.80%
for all Policy Years, again assuming no charges for other riders.

         GUARANTEED LIFETIME WITHDRAWAL BENEFIT ("GLWB") CHARGE

         The guaranteed  maximum and current annual  charges for the GLWB rider
are listed in the CHARGES section of this prospectus. Each fee is stated as a
percentage that is multiplied by the Policy value. The current charge (0.60%
annually for Single Life or 0.75% annually for Joint Spousal) will be deducted
from the Policy value on each Monthly Anniversary, beginning with the Rider
Activation Date. If you activate this rider, the charges for the Policy and for

the rider will be deducted on a pro-rata basis from all Subaccounts in the asset

allocation model you select.

         The rider charge is subject to change upon Rider Activation Date, rider
anniversary, or upon reset as described in the Reset Feature section of the
rider description. The rider charge will not exceed the guaranteed maximum fee
for this rider listed in the CHARGES section. The rider charge will not be
deducted while the rider is inactive, after the Policy value reduces to zero, or
if the rider is terminated.

         OTHER OPTIONAL FEATURE CHARGES

         y Charges for each of the other optional features are shown in this
prospectus' CHARGES section.

         WAIVER OF CERTAIN CHARGES

         When the Policy is sold in a manner that results in savings of sales or
administrative expenses, we reserve the right to waive all or part of any fee we
charge under the Policy (excluding fees charged by the portfolios). Factors we
consider include one or more of the following: size and type of group to whom
the Policy is issued; amount of expected premiums; relationship with us
(employee of us or an affiliated company, receiving distributions or making
transfers from other policies we or one of our affiliates issue or transferring
amounts held under qualified retirement plans we or one of our affiliates
sponsor); type and frequency of administrative and sales services provided; or
level of annual maintenance fee and withdrawal charges. In an exchange of
another policy we or an affiliated company issued and where the withdrawal
charge has been waived, the withdrawal charge for this Policy may be determined
based on the dates premiums were received in the prior policy. Any fee waiver
will not be discriminatory and will be done according to our rules in effect at
the time the Policy is issued. We reserve the right to change these rules. The
right to waive any charges may be subject to state approval.

                                       13


INVESTMENT OPTIONS

         We recognize you have very personal goals and investment strategies.
The Policy allows you to choose from a wide array of investment options - each
chosen for its potential to meet specific investment objectives.

         You may allocate all or a part of your premiums among the Separate
Account variable investment options or the Fixed Account fixed interest rate
option. Allocations must be in whole percentages and total 100%. For Policies
issued with the No Withdrawal Charge Rider, the allocation of any premium to the
Fixed Account may not exceed 25% of that premium without our consent. If our
prior consent is not received, we reserve the right to reallocate any excess
Fixed Account allocation to the Money Market Subaccount. The variable investment
options, which invest in underlying portfolios, are listed and described in this
section of this prospectus.

The value of your Policy will go up () or down () based on the investment
performance of the variable investment options you choose. The investment
results of each variable investment option are likely to differ significantly,
and vary over time. They do not earn a fixed interest rate. Please consider
carefully, and on a continuing basis, which investment options best suit your
long-term investment objectives and risk tolerance.

SEPARATE ACCOUNT VARIABLE INVESTMENT OPTIONS

         The Separate Account provides you with variable investment options in
the form of underlying portfolio investments. Each underlying portfolio is an
open-end investment management company. When you allocate investments to an
underlying portfolio, those investments are placed in a Subaccount of the
Separate Account corresponding to that portfolio, and the Subaccount in turn
invests in the portfolio. The Policy value of your Policy depends directly on
the investment performance of the portfolios that you select.

         The Separate  Account is registered with the SEC as a unit  investment
trust. However, the SEC does not supervise the management or the investment
practices or policies of the Separate Account or Ameritas. The Separate Account
was established as a separate investment account of Ameritas Variable Life
Insurance Company ("AVLIC") under Nebraska law on May 28, 1987. Effective May 1,
2007, AVLIC merged with and into Ameritas, and the Separate Account was
transferred to Ameritas. Ameritas is now the issuer of the Policies and is the
"Depositor" of the Separate Account. (See "About Our Company" in the prospectus
for further information.) Under Nebraska law, Ameritas owns the Separate Account
assets, but they are held separately from our other assets and are not charged
with any liability or credited with any gain of business unrelated to the
Separate Account. Any and all distributions made by the underlying portfolios,
with respect to the shares held by the Separate Account, will be reinvested in
additional shares at net asset value. We are responsible to you for meeting the
obligations of the Policy, but we do not guarantee the investment performance of
any of the variable investment options' underlying portfolios. We do not make
any representations about their future performance.

The underlying portfolios in the Separate Account are NOT publicly traded mutual
funds, and are NOT the same as publicly traded mutual funds with very similar
names. They are only available as separate account investment options in life
insurance or variable annuity policies issued by insurance companies, or through
participation in certain qualified pension or retirement plans.

Even if the investment options and policies of some underlying portfolios
available under the Policy may be very similar to the investment objectives and
policies of publicly traded mutual funds that may be managed by the same
investment adviser, the investment performance and results of the portfolios
available under the Policy may vary significantly from the investment results of
such other publicly traded mutual funds.

You should read the prospectuses for the underlying portfolios together with
this prospectus for more information.

                 You bear the risk that the variable investment
                    options you select may fail to meet their
                  objectives, that they could go down in value,
                       and that you could lose principal.

         Each Subaccount's underlying portfolio operates as a separate
investment option, and the income or loss of one generally has no effect on
the investment performance of any other. Complete descriptions of each variable
investment option's investment objectives and restrictions and other material
information related to an investment in the variable investment option are
contained in the prospectuses for each of the underlying portfolios which
accompany this prospectus.

         The Separate Account Subaccount underlying portfolios listed  below are
designed primarily as investments for variable annuity and variable life
insurance policies issued by insurance companies. They are not publicly traded
mutual funds available for direct purchase by you. There is no assurance the
investment objectives will be met.

         This  information  is just a summary  for each  underlying  portfolio.
You should read the series fund prospectus for an underlying portfolio
accompanying this prospectus for more information about that portfolio,


                                       14


including detailed information about the portfolio's fees and expenses,
investment strategy and investment objective, restrictions, and potential risks
such as those related to mixed and shared funding for portfolios that are also
offered through variable life insurance policies, other individual variable
annuities, and qualified pension and retirement plans. To get a copy of any
portfolio prospectus, contact your representative or us as shown on the Table of
Contents page or the last page of this prospectus.


                                                          
--------------------------------------------------------------------------------------------------------------------
                         FUND NAME                                             INVESTMENT ADVISER
Portfolio Name - Subadviser                                  Portfolio Type / Summary of Investment Strategy
--------------------------------------------------------------------------------------------------------------------
                AIM Variable Insurance Funds                               Invesco Aim Advisors, Inc.
--------------------------------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund, Series I -                           Long-term capital growth.
--------------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth Fund, Series I -               Long-term growth of capital.
--------------------------------------------------------------------------------------------------------------------

   - Subadvisers: AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco
   Trimark Ltd. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco
   Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited;
   Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management
   Deutschland, GmbH; and Invesco Australia Limited

--------------------------------------------------------------------------------------------------------------------
                  The Alger American Fund                                 Fred Alger Management, Inc.
--------------------------------------------------------------------------------------------------------------------
Alger American Balanced Portfolio, Class O                   Current income and long-term capital appreciation.
--------------------------------------------------------------------------------------------------------------------
                American Century Investments                      American Century Investment Management, Inc.
--------------------------------------------------------------------------------------------------------------------
American Century VP Income & Growth Fund, Class I            Capital growth; income is secondary.
--------------------------------------------------------------------------------------------------------------------
American Century VP Mid Cap Value Fund, Class I              Long-term capital growth; income is secondary.
--------------------------------------------------------------------------------------------------------------------
               Calvert Variable Series, Inc.*                        Calvert Asset Management Company, Inc.
--------------------------------------------------------------------------------------------------------------------
Ameritas Core Strategies Portfolio - Thornburg Investment    Long-term capital appreciation; current income is
Management, Inc.                                             secondary.
--------------------------------------------------------------------------------------------------------------------
Ameritas Income & Growth Portfolio - Fred Alger Management,  Income; capital appreciation is secondary.
Inc. (Fred Alger)
--------------------------------------------------------------------------------------------------------------------
Ameritas Index 500 Portfolio - Summit Investment Partners,   Index:  results corresponding to S&P 500 Index.
Inc. (Summit)
--------------------------------------------------------------------------------------------------------------------
Ameritas MidCap Growth Portfolio - Fred Alger                Long-term capital appreciation.
--------------------------------------------------------------------------------------------------------------------
Ameritas MidCap Value Portfolio - RiverSource Investments,   Long-term capital appreciation.
LLC
--------------------------------------------------------------------------------------------------------------------
Ameritas Money Market Portfolio                              Money market:  current income.
--------------------------------------------------------------------------------------------------------------------
Ameritas Small Capitalization Portfolio - Eagle Asset        Long-term capital appreciation.
Management, Inc.
--------------------------------------------------------------------------------------------------------------------
Ameritas Small Company Equity Portfolio - OFI Institutional  Long-term capital appreciation.
Asset Management Inc.
--------------------------------------------------------------------------------------------------------------------
Income Portfolio                                             Long-term income.
--------------------------------------------------------------------------------------------------------------------
Social Balanced Portfolio - Equity Portion: New              Income and capital growth.
Amsterdam Partners LLC (New Amsterdam) and SSgA Funds
Management, Inc; Fixed Income Portion: No Subadvisor
--------------------------------------------------------------------------------------------------------------------
Social Equity Portfolio - Atlanta Capital Management         Capital growth.
Company, L.L.C.
--------------------------------------------------------------------------------------------------------------------
Social International Equity Portfolio - Acadian Asset        Growth.
Management, Inc.
--------------------------------------------------------------------------------------------------------------------
               Dreyfus Investment Portfolios                                The Dreyfus Corporation
--------------------------------------------------------------------------------------------------------------------
Dreyfus MidCap Stock Portfolio, Service Shares               Index:  S&P MidCap 400 Index.
--------------------------------------------------------------------------------------------------------------------
                   DWS Variable Series II                         Deutsche Investment Management Americas Inc.
--------------------------------------------------------------------------------------------------------------------
DWS Dreman Small Mid Cap Value VIP Portfolio, Class A        Long-term capital growth.
--------------------------------------------------------------------------------------------------------------------
DWS Global Thematic VIP Portfolio, Class A                   Long-term capital growth.
--------------------------------------------------------------------------------------------------------------------
           Fidelity(R) Variable Insurance Products                     Fidelity Management & Research Company
--------------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Asset ManagerSM Portfolio, Service Class 2   Total return.
--------------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Asset Manager: Growth(R) Portfolio, Service  Total return.
Class 2
--------------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Contrafund(R) Portfolio, Service Class 2     Long-term growth.
--------------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Equity-Income Portfolio, Service Class 2     Index:  S&P 500 Index.
--------------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Growth Portfolio, Service Class 2            Growth.
--------------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP High Income Portfolio, Service Class 2       Income and growth.
--------------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Investment Grade Bond Portfolio, Service     Bond.
Class 2
--------------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Overseas Portfolio, Service Class 2          Long-term growth.
--------------------------------------------------------------------------------------------------------------------
              MFS(R) Variable Insurance TrustSM                       Massachusetts Financial Services Company
--------------------------------------------------------------------------------------------------------------------
MFS(R) VIT New Discovery Series, Initial Class               Capital appreciation.
--------------------------------------------------------------------------------------------------------------------
MFS(R) VIT Research International Series, Initial Class      Capital appreciation.
--------------------------------------------------------------------------------------------------------------------
MFS(R) VIT Strategic Income Series, Initial Class            Total return with emphasis on high income.
--------------------------------------------------------------------------------------------------------------------
MFS(R) VIT Total Return Series, Initial Class                Total return.
--------------------------------------------------------------------------------------------------------------------
MFS(R) VIT Utilities Series, Initial Class                   Total return.
--------------------------------------------------------------------------------------------------------------------
         Neuberger Berman Advisers Management Trust                     Neuberger Berman Management Inc.
--------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Regency Portfolio, Class I              Capital growth.
--------------------------------------------------------------------------------------------------------------------

                                       15


--------------------------------------------------------------------------------------------------------------------
     Summit Mutual Funds, Inc., Summit Pinnacle Series*                 Summit Investment Partners, Inc.
--------------------------------------------------------------------------------------------------------------------
Summit Bond Portfolio                                        Bond.
--------------------------------------------------------------------------------------------------------------------
Summit EAFE International Index Portfolio                    Index:  MSCI EAFE Index.
--------------------------------------------------------------------------------------------------------------------
Summit Inflation Protected Plus Portfolio                    Inflation-adjusted income.
--------------------------------------------------------------------------------------------------------------------
Summit Lifestyle ETF Market Strategy Aggressive Portfolio    Target allocation - Aggressive.
--------------------------------------------------------------------------------------------------------------------
Summit Lifestyle ETF Market Strategy Conservative Portfolio  Target allocation - Conservative.
--------------------------------------------------------------------------------------------------------------------
Summit Lifestyle ETF Market Strategy Target Portfolio        Target allocation - Moderate.
--------------------------------------------------------------------------------------------------------------------
Summit Nasdaq-100 Index Portfolio                            Index: Nasdaq-100 Index.
--------------------------------------------------------------------------------------------------------------------
Summit Natural Resources Portfolio                           Specialty.
--------------------------------------------------------------------------------------------------------------------
Summit Russell 2000 Small Cap Index Portfolio                Index: Russell 2000 Index.
--------------------------------------------------------------------------------------------------------------------
Summit S&P MidCap 400 Index Portfolio                        IndexS&P MidCap 400 Index.
--------------------------------------------------------------------------------------------------------------------
             T. Rowe Price Equity Series, Inc.                          T. Rowe Price Associates, Inc.
--------------------------------------------------------------------------------------------------------------------
T. Rowe Price Blue Chip Growth Portfolio-II                  Long-term capital growth.
--------------------------------------------------------------------------------------------------------------------
             Third Avenue Variable Series Trust                           Third Avenue Management LLC
--------------------------------------------------------------------------------------------------------------------
Third Avenue Value Portfolio                                 Long-term capital growth.
--------------------------------------------------------------------------------------------------------------------
          The Universal Institutional Funds, Inc.              Morgan Stanley Investment Management Inc., dba Van
                                                                                     Kampen
--------------------------------------------------------------------------------------------------------------------
UIF Emerging Markets Equity Portfolio, Class I               Long-term capital appreciation.
--------------------------------------------------------------------------------------------------------------------
UIF Global Value Equity Portfolio, Class I                   Long-term capital appreciation.
--------------------------------------------------------------------------------------------------------------------
UIF International Magnum Portfolio, Class I                  Long-term capital appreciation.
--------------------------------------------------------------------------------------------------------------------
UIF U. S. Real Estate Portfolio, Class I                     Current income and long-term capital appreciation
--------------------------------------------------------------------------------------------------------------------
* These funds and their investment advisers are part of the UNIFI Mutual Holding
Company, the ultimate parent of Ameritas.  Also, Ameritas Investment Corp., a
majority owned subsidiary of Ameritas, is the underwriter for the Summit Mutual
Funds, Inc., Summit Pinnacle Series.


         Adding, Deleting, or Substituting Variable Investment Options
         We do not control the  Subaccounts'  underlying  portfolios,  so we
cannot guarantee that any of the portfolios will always be available. We retain
the right to change the investments of the Separate Account, and to eliminate
the shares of any Subaccount's underlying portfolio and substitute shares of
another series fund portfolio. If the shares of the underlying portfolio are no
longer available for investment or if, in our judgment, investment in the
portfolio would be inappropriate in view of the purposes of the Separate
Account, we will first notify you and receive any necessary SEC and state
approval before making such a change. New Separate Account underlying portfolios
may be added, or existing funds eliminated, when, in our sole discretion,
conditions warrant a change. If a portfolio is eliminated, we will ask you to
reallocate any amount in the eliminated portfolio and/or change any future
allocations to that eliminated portfolio. If you do not reallocate these
amounts, and/or change any future allocations, we may automatically reinvest
them in the Ameritas Money Market Subaccount. If we make a portfolio
substitution or change, we may change the Policy to reflect the substitution or
change. Our Separate Account may be (i) operated as an investment management
company or any other form permitted by law, (ii) deregistered with the SEC if
registration is no longer required, or (iii) combined with one or more other
separate accounts. To the extent permitted by law, we also may transfer assets
of the Separate Account to other accounts.

         FIXED ACCOUNT INVESTMENT OPTION

         There is one fixed interest rate option ("Fixed Account"), where we
bear the investment risk. When you select the No Withdrawal Charge Rider, you
will earn a minimum interest rate that will yield at least 1% per year,
compounded annually; otherwise, you will earn a minimum interest rate that will
yield at least 3% per year, compounded annually. We may declare a higher current
interest rate. However, you bear the risk that we will not credit more interest
than will yield the minimum guaranteed rate per year for the life of the Policy.
We have sole discretion over how assets allocated to the Fixed Account are
invested, and we bear the risk that those assets will perform better or worse
than the amount of interest we have declared. Assets in the Fixed Account are
subject to claims by creditors of the company. The focus of this prospectus is
to disclose the Separate Account aspects of the Policy. The Fixed Account
investment option is not available for Policies issued in the States of Oregon
or Washington.

All amounts allocated to the Fixed Account become assets of our general account.
Interest in the general account has not been registered with the SEC and is not
subject to SEC regulation, nor is the general account registered as an
investment company with the SEC. Therefore, SEC staff have not reviewed the
Fixed Account disclosures in this prospectus.

         We reserve the right to credit a bonus interest to premium payments
made to the Fixed Account for Policy Owners who participate in the Enhanced
Dollar Cost Averaging ("EDCA") program. The EDCA will be available for new
premium only, not transfers from other Subaccounts or the Fixed Account. New
premium includes any money noted on an application. Each premium allocated to
the EDCA must be at least $1,500. We will transfer premiums allocated to the
EDCA monthly over a period of six months, beginning one month after the date of
premium receipt. In the event you withdraw or transfer monies allocated to the
EDCA, we will stop crediting

                                       16


interest under the EDCA program and transfer any remaining balance to the
Ameritas Money Market Subaccount. We reserve the right to discontinue offering
the EDCA program at any time.

         TRANSFERS

         The Policy is designed for long-term investment, not for use with
professional "market timing" services or use with programmed, large or frequent
transfers. Excessive transfers could harm other Policy Owners, annuitants and

beneficiaries by having a detrimental effect on investment portfolio management.
In addition to the right of the Portfolio to impose redemption fees on
short-term trading, we reserve the right to reject any specific premium
allocation or transfer request, if in the judgment of a Subaccount portfolio
fund advisor, a Subaccount portfolio would be unable to invest effectively in
accordance with its investment objectives and policies, or if Policy owners
would otherwise potentially be adversely affected.

         Transferring money out of a Subaccount within 60 days of a purchase may
be considered market timing. However, any portfolio fund advisor may establish
their own standards, and each transaction may be evaluated on its own.
Ultimately the portfolio fund advisor has the authority to make this
determination.

         Subject to restrictions during the "right to examine period" and prior
to the Annuity Date, you may transfer Policy value from one Subaccount to
another, from the Separate Account to the Fixed Account, or from the Fixed
Account to any Subaccount, subject to these rules:

         Transfer Rules:
          o    A transfer is considered any single request to move assets from
               one or more Subaccounts or the Fixed Account to one or more of
               the other Subaccounts or the Fixed Account.

          o    We must receive notice of the transfer - either Written Notice,
               an authorized telephone transaction, or by Internet when
               available. Transfer requests by facsimile, telephone, or Internet
               must be sent to us by the close of the New York Stock Exchange
               (usually 3:00 p.m. Central Time) for same-day processing.
               Requests received later are processed on the next trading day.
               Fax requests must be sent to us at 402-467-7923. If requests are
               faxed elsewhere, we will process them as of the day they are
               received by our trading unit.

          o    The transferred amount must be at least $250, or the entire
               Subaccount or Fixed Account value if it is less. (If the value
               remaining after a transfer will be less than $250 in a Subaccount
               or $100 in the Fixed Account, we will include that amount as part
               of the transfer.)
               -    If the Dollar Cost Averaging systematic transfer program is
                    used, then the minimum transfer amount out of a Subaccount
                    or the Fixed Account is the lesser of $100 or the balance in
                    the Subaccount or Fixed Account. Under this program, the
                    maximum amount that may be transferred from the Fixed
                    Account each month is 1/36th of the value of the Fixed
                    Account at the time the Dollar Cost Averaging program is
                    established. While a Dollar Cost Averaging program is in
                    effect, elective transfers out of the Fixed Account are
                    prohibited.
               -    The Portfolio Rebalancing and Earnings Sweep systematic
                    transfer programs have no minimum transfer limits.
          o    The first 15 transfers each Policy Year are free. Thereafter,
               transfers may result in a $10 charge for each transfer. This fee
               is deducted on a pro-rata basis from balances in all Subaccounts
               and the Fixed Account; it is not subtracted from the amount of
               the transfer. Transfers under any systematic transfer program do
               count toward the 15 free transfer limit.
          o    A transfer from the Fixed Account (except made pursuant to a
               systematic transfer program):
               -    may be made only once each Policy Year;
               -    may be delayed up to six months;
               -    is limited during any Policy Year to the greater of:
                    -    25% of the Fixed Account value on the date of the
                         transfer during that Policy Year;
                    -    the greatest amount of any similar transfer out of the
                         Fixed Account during the previous 13 months; or
                    -    $1,000.
          o   For a Policy issued with a No Withdrawal Charge Rider, the amount
              transferred into the Fixed Account within any Policy year (except
              made pursuant to a systematic transfer program) may not exceed 10%
              of the Policy value of all Subaccounts as of the most recent
              Policy Anniversary, unless the remaining value in any single
              Subaccount would be less than $1,000, in which case you may elect
              to transfer the entire value of that Subaccount to the Fixed
              Account.
          o   We reserve the right to further restrict transfers to the Fixed
              Account provided that we provide notice to you no less than 30
              days prior to the date the restriction becomes effective.
         o    We reserve the right to limit transfers, or to modify transfer
              privileges, and we reserve the right to change the transfer rules
              at any time.

         o    If the Policy value in any Subaccount falls below $100, we may
              transfer the remaining balance, without charge, to the Ameritas
              Money Market Subaccount.  We will notify you when such a transfer
              occurs.  You may within 60 days of the date of our notice,
              reallocate the amount transferred, without charge, to another
              investment option.

         o    In the event you authorize telephone or Internet transfers, we are
              not liable for telephone or Internet instructions that we in good
              faith believe you authorized. We will employ reasonable procedures
              to confirm that instructions are genuine.

                                       17


         THIRD-PARTY SERVICES

         Where permitted and subject to our rules, we may accept your
authorization to have a third party (such as your sales representative or
someone else you name) exercise transfers or investment allocations on your
behalf. Third-party transfers and allocations are subject to the same rules as
all other transfers and allocations. You can make this election on the
application or by sending us Written Notice. Please note that any person or
entity you authorize to make transfers or allocations on your behalf, including
any investment advisory, asset allocation, money management or timing service,
does so independently from any agency relationship they may have with us for the
sale of the Policies. They are accountable to you alone for such transfers or
allocations. We are not responsible for such transfers or allocations on your
behalf, or recommendations to you, by such third-party services. You should be
aware that fees charged by such third parties for their service are separate
from and in addition to fees paid under the Policy.

         DISRUPTIVE TRADING PROCEDURES

         The Policy is not designed to serve as a vehicle for frequent trading
in response to short-term fluctuations in the market. Such frequent trading,
programmed transfers, or transfers that are large in relation to the total
assets of a Subaccount's underlying portfolio can disrupt management of a
Subaccount's underlying portfolio and raise expenses. This in turn can hurt
performance of an affected Subaccount and therefore hurt your Policy's
performance.

Organizations or individuals that use market timing investment strategies and
make frequent or other disruptive transfers should not purchase the Policy.

         Policy  Owners  should be aware that we are  contractually  obligated
to provide Policy Owner transaction data relating to trading activities to the
underlying funds on Written Request and, on receipt of written instructions from
a fund, to restrict or prohibit further purchases or transfers by Policy Owners
identified by an underlying fund as having engaged in transactions that violate
the trading policies of the fund.

         We reserve the right to reject or restrict,  in our sole discretion,
transfers initiated by a market timing organization or individual or other party
authorized to give transfer instructions. We further reserve the right to impose
restrictions on transfers that we determine, in our sole discretion, will
disadvantage or potentially hurt the rights or interests of other Policy Owners.
Restrictions may include changing, suspending or terminating telephone, on-line
and facsimile transfer privileges. We will enforce any Subaccount underlying
portfolio manager's restrictions imposed upon transfers considered by the
manager to be disruptive. Our disruptive trading procedures may vary from
Subaccount to Subaccount, and may also vary due to differences in operational
systems and contract provisions. However, any Subaccount restrictions will be
uniformly applied.

         There is no assurance that the measures we take will be effective in
preventing market timing or other excessive transfer activity. Our ability to
detect and deter disruptive trading and to consistently apply our disruptive
trading procedures may be limited by operational systems and technological
limitations. The discretionary nature of our disruptive trading procedures may
result in some Policy Owners being able to market time while other Policy Owners
bear the harm associated with timing. Also, because other insurance companies
and retirement plans may invest in Subaccount underlying portfolios, we cannot
guarantee that Subaccount underlying portfolios will not suffer harm from
disruptive trading within contracts issued by them.

         Excessive Transfers
         We reserve the right to restrict transfers if we determine you are
         engaging in a pattern of transfers that may disadvantage Policy Owners.
         In making this determination, we will consider, among other things:
          o    the total dollar amount being transferred;
          o    the number of transfers you make over a period of time;
          o    whether your transfers follow a pattern designed to take
               advantage of short term market fluctuations, particularly within
               certain Subaccount underlying portfolios;
          o    whether your transfers are part of a group of transfers made by a
               third party on behalf of individual Policy Owners in the group;
               and
          o    the investment objectives and/or size of the Subaccount
               underlying portfolio.

         Third Party Traders
         We reserve the right to restrict transfers by any firm or any other
         third party authorized to initiate transfers on behalf of multiple
         Policy Owners if we determine such third party trader is engaging in a
         pattern of transfers that may disadvantage Policy Owners. In making
         this determination, we may, among other things:
          o    reject the transfer instructions of any agent acting under a
               power of attorney on behalf of more than one Policy Owner, or


                                       18


          o    reject the transfer or exchange instructions of individual Policy
               Owners who have executed transfer forms which are submitted by
               market timing firms or other third parties on behalf of more than
               one Policy Owner.

         We will notify affected Policy Owners before we limit transfers, modify
transfer procedures or refuse to complete a transfer. Transfers made pursuant to
participation in a dollar cost averaging, portfolio rebalancing, earnings sweep
or asset allocation program are not subject to these disruptive trading
procedures. See the sections of this prospectus describing those programs for
the rules of each program.

         SYSTEMATIC TRANSFER PROGRAMS

         We offer several systematic transfer programs. We reserve the right to
alter or terminate these programs upon thirty days Written Notice.

         Dollar Cost Averaging
         The Dollar Cost Averaging program allows you to automatically transfer,
on a periodic basis, a set dollar amount or percentage from the Ameritas Money
Market Subaccount or the Fixed Account to any other Subaccount(s) or the Fixed
Account. Requested percentages are converted to a dollar amount. You can begin
Dollar Cost Averaging when you purchase the Policy or later. You can increase or
decrease the amount or percentage of transfers or discontinue the program at any
time. Dollar Cost Averaging is intended to limit loss by resulting in the
purchase of more Accumulation Units when a portfolio's value is low, and fewer
units when its value is high. However, there is no guarantee that such a program
will result in a higher Policy value, protect against a loss, or otherwise
achieve your investment goals.

         As discussed at "Fixed Account Investment Option," we also reserve the
right to credit bonus interest on purchase payments allocated to the Fixed
Account for Policy Owners who participate in the Enhanced Dollar Cost Averaging
program. We refer to this bonus interest as EDCA. The Dollar Cost Averaging
program and/or the EDCA program may not be available in all states and in all
markets or through all broker-dealers who sell the Policies.

         Dollar Cost Averaging Program Rules:
          o    There is no additional charge for the Dollar Cost Averaging
               program.
          o    We must receive notice of your election and any changed
               instruction - either Written Notice, by telephone transaction
               instruction, or by Internet when available.
          o    Automatic transfers can only occur monthly.
          o    The minimum transfer amount out of the Ameritas Money Market
               Subaccount or the Fixed Account is the lesser of $250 or the
               balance in the Subaccount or Fixed Account. Under this program,
               the maximum amount that may be transferred from the Fixed Account
               each month is 1/36th of the Fixed Account value at the time
               Dollar Cost Averaging is established. While a Dollar Cost
               Averaging program is in effect, elective transfers out of the
               Fixed Account are prohibited. There is no maximum transfer amount
               limitation applicable to any of the Subaccounts.
          o    Dollar Cost Averaging program transfers cannot begin before the
               end of a Policy's "right to examine" period.
          o    You may specify that transfers be made on the 1st through the
               28th day of the month. Transfers will be made on the date you
               specify (or if that is not a Business Day, then on the next
               Business Day). If you do not select a date, the program will
               begin on the next Policy Month date following the date the
               Policy's "right to examine" period ends.
          o    You can limit the number of transfers to be made, in which case
               the program will end when that number has been made. Otherwise,
               the program will terminate when the amount remaining in the
               Ameritas Money Market Subaccount or the Fixed Account is less
               than $100.
          o    Dollar Cost Averaging is not available when the Portfolio
               Rebalancing Program is elected.

         Portfolio Rebalancing
         The Portfolio Rebalancing program allows you to rebalance your Policy
value among designated Subaccounts only as you instruct. You may change your
rebalancing allocation instructions at any time. Any change will be effective
when the next rebalancing occurs.

         Portfolio Rebalancing Program Rules:
          o    There is no additional charge for the Portfolio Rebalancing
               program.
          o    The Fixed Account is excluded from this program.
          o    You must request the rebalancing program, give us your
               rebalancing instructions, or request to end this program either
               by Written Notice, by telephone transaction instruction, or by
               Internet when available.
          o    You may have rebalancing occur quarterly, semi-annually or
               annually.

         Earnings Sweep
         The Earnings Sweep program allows you to sweep earnings from your
Subaccounts to be rebalanced among designated investment options (Subaccounts or
the Fixed Account), either based on your original Policy

                                       19


allocation of premiums or pursuant to new allocation instructions. You may
change your Earnings Sweep program instructions at any time. Any change will be
effective when the next sweep occurs.

         Earnings Sweep Program Rules:
          o    There is no additional charge for the Earnings Sweep program.
          o    The Fixed Account is included in this program.
          o    You must request the Earnings Sweep program, give us your
               allocation instructions, or request to end this program either by
               Written Notice, by telephone transaction instruction, or by
               Internet when available.
          o    You may have your earnings sweep quarterly, semi-annually or
               annually.

         MODEL ASSET ALLOCATION PROGRAM

         We may offer a model asset allocation program. However, you always have
the ability to construct your own asset allocation plan from among the
investment options available in your Policy. Model asset allocation programs are
intended to match model risk tolerance and investment objectives with the
investment options available in your Policy.

         To assist you in your selection of an asset allocation model, our Model
Asset Allocation program uses the Morningstar(R) Asset Allocator. This tool was
developed by Morningstar Associates, LLC ("Morningstar") and is offered to you
through a license agreement between Morningstar and our affiliate Ameritas
Investment Corp. ("AIC"). The Model Asset Allocation program consists of five
models, ranging from aggressive to conservative. Morningstar provides AIC with
ongoing recommendations and monitoring of the portfolios that comprise the
models.

         To participate in the asset allocation program:
          o    AIC will serve as your investment adviser fiduciary for the
               program solely for purposes of development of the models and
               periodic updates to the models. You must give AIC your written
               consent and discretionary authority for AIC to give us
               instructions to allocate your premiums (or, for an existing
               Policy, Policy value) pursuant to the allocations of the model
               you select. AIC will also periodically instruct us to change your
               allocations consistent with any changes to the model made by AIC
               as recommended by Morningstar. AIC has no discretionary authority
               to execute any other transfers for your Policy.
          o    You must complete the Morningstar Asset Allocator Questionnaire.
          o    You must allocate all of your Policy value to one asset
               allocation model. We must receive notice of your asset allocation
               model election either by Written Notice or Internet (when
               available) before we can begin a program for you. Only you can
               select which model is best for you. The Asset Allocator
               Questionnaire can be an aid, but neither it nor AIC will make
               this decision for you. You may wish to consult with your own
               financial professional to determine whether participation in the
               program is best for you, and if so, which model is most suitable
          o    Each  quarter  we will  automatically  rebalance  the  Subaccount
               values to be consistent  with the allocation  percentages for the
               program  model  that  you  elected.   Such  rebalancing  will  be
               disclosed in quarterly  statements  to you.  Performance  of each
               model is  updated  daily on our  website  and is  available  upon
               request.
          o    Annually, AIC will re-evaluate and may make changes to each
               investment level model based upon Morningstar's recommendations
               When AIC updates the models, we will send you Written Notice of
               the updated models at least 30 days in advance of the date the
               updated models are to be effective. If you wish to accept the
               changes in your selected model, you will not need to take any
               action, as your Policy value and any subsequent premium will be
               automatically reallocated pursuant to the updated model. If you
               do not wish to accept the changes to your selected model, you can
               change to a different model or withdraw from the Model Asset
               Allocation program.
          o    If you are currently participating in a Model Asset Allocation
               model and you make changes to your allocations outside the model,
               you will not receive future notifications of model changes. You
               will then be considered as having withdrawn from the Model Asset
               Allocation program and as having cancelled your relationship with
               AIC for purposes of implementing the program with your Policy.
          o    AIC is compensated by us as principal underwriter for the
               Policies. We and AIC may receive fees for administrative services
               from other portfolios in the models. This additional compensation
               and related responsibilities may create conflicts of interest as
               AIC determines what portfolios should be in the models. Also,
               Calvert Variable Series, Inc. and Summit Mutual Funds, Inc.,
               which are part of the UNIFI Mutual Holding Company and therefore
               are affiliated with us, have portfolios offered through the
               Policy (these portfolios may or may not be included in the
               models). In addition, AIC receives fees as distributor for the
               Summit Mutual Funds, Inc., Summit Pinnacle Series. We believe any
               potential risk of a conflict of interest in these arrangements
               may be reduced by contracting with Morningstar to independently
               evaluate and recommend the selection, allocation weighting, and
               periodic updates regarding portfolios in the models.

                                       20


         The GLWB rider requires that, beginning on the rider activation date,
you may participate only in certain asset allocation models. The models
available for use with the GLWB rider are: Capital Growth, Moderate, Balanced,
and Conservative; for more information on these models, see your variable
annuity application. The GLWB rider will terminate if you withdraw from a
designated model or allocate any portion of your subsequent premium payments to
an investment option that is not consistent with the listed models.

         There is no additional charge for selecting the Model Asset Allocation
program. Although asset allocation programs are intended to mitigate investment
risk, there is a risk that investing pursuant to a model will still lose value.
For information about risks of participating in the Model Asset Allocation
program and more detail about the program, including more information about
conflicts of interest, ask for a copy of this prospectus' Statement of
Additional Information. More information about AIC's role as investment advisor
for the program is available on AIC's Form ADV Part II which is delivered to you
at the time you subscribe to the program. We may modify or discontinue the model
asset allocation program at any time.

         y VALUE+ OPTION
         The Value+ Option is not available for Policies issued on or after
November 5, 2007.
         If you elected the Value+ Option, we will credit a bonus (the "Credit")
to your Policy value. The Credit will be 4% on all premium payments you make
during the first twelve months of the Policy. The Credit will be funded from our
general account and will be credited proportionately among the investment
options you select for premiums. For premium payments received in Policy Years
two through nine, we will credit lesser amounts equal to 4% times the decreasing
ratios in the following schedule:
                 Year                   Formula                Reduced Credit
                 ----                   -------                --------------
                   2                   4% x 8/9                     3.56%
                   3                   4% x 7/9                     3.11%
                   4                   4% x 6/9                     2.67%
                   5                   4% x 5/9                     2.22%
                   6                   4% x 4/9                     1.78%
                   7                   4% x 3/9                     1.33%
                   8                   4% x 2/9                     0.89%
                   9                   4% x 1/9                     0.44%

         Value+ Option Credits are treated as "earnings" for purposes of
determining withdrawal charges and free withdrawal amounts on surrenders and
partial withdrawals. Similarly, Credits are not treated as an "investment in the
contract" for tax purposes. (See discussion of Withdrawals and Value+ Option
Recapture, below.)

         Value+ Option Charge
         The annualized charge for the Value+ Option is currently 0.42% of the
Policy value, which will be deducted each monthly activity date for the first
nine Policy Years. We expect to make a profit on this option. If you expect to
surrender the Policy in the first nine Policy Years, you should not elect the
Value+ Option because the benefit from the Credit would be less than the charges
paid for it. An Owner who holds a Policy for at least nine years will benefit
from electing the Value+ Option. After nine Policy Years, both the Policy value
and the Cash Surrender Value received upon full surrender of the Policy will be
greater if the Value+ Option is elected, than if it had not been elected.

         Withdrawals and Value+ Option Recapture
         If the Value+ Option has been elected, all withdrawals and
annuitizations during the first seven Policy Years will be subject to recapture
of a portion of the Credit Value. The amount of the Credit Value assumed to be
withdrawn is equal to the total withdrawal from the Policy value times the ratio
of the Credit Value to the Policy value. In the first Policy Year, the Credit
Value recaptured by Ameritas is one hundred percent (100%) of the Credit Value
withdrawn. In Policy Years two through seven, we will reduce the recapture ratio
one-ninth each year according to the following schedule:

                               Year    Percentage
                                 2        89%
                                 3        78%
                                 4        67%
                                 5        56%
                                 6        44%
                                 7        33%

         EXAMPLE: If you paid $100 in premium in the first Policy Year, we
credited $4 under this option. If at the end of five years this initial $4
credit has a value equal to $5 (Credit Value), we would recapture $2.80 (0.56 X
$5), in the event you surrender your Policy.

         No recapture will occur after the seventh Policy Year, and the Credit
Value will be vested, subject to future increases or decreases for investment
gains or losses. If you elected one of the optional free withdrawal charge
riders, we will not recapture Credit Value on free withdrawal amounts. For
purposes of calculating the withdrawal

                                       21


charge, withdrawals are considered to come from the oldest premium payment
first, then the next oldest and so forth. Credit Value recaptured will be
proportionate from your investment option allocations at the time of the
withdrawal.

         No recapture of the Credit Value will take place:
          o    if the Policy is annuitized and applied to a life contingent
               income option (assuming no premiums paid for two years prior to
               annuitization),
          o    if a death benefit becomes payable, or
          o    if distributions are required in order to meet minimum
               distributions requirements under the Internal Revenue Code.

         In no event will the total dollar amount of the surrender charge plus
recapture of the Credit Value exceed that percentage of premium stated below
during the first seven years after a premium payment:

                         Age (in years) of    Maximum Percentage of
                         Premium Payment            Premium

                                1                  12.5%
                                2                  11.1%
                                3                  10.2%
                                4                  10.0%
                                5                   9.0%
                                6                   8.0%
                                7                   7.0%

IMPORTANT POLICY PROVISIONS

         The OVERTURE MEDLEY! Policy is a flexible premium deferred variable
annuity policy. The Policy allows you to save and invest your assets on a
tax-deferred basis. A feature of the Policy distinguishing it from non-annuity
investments is its ability to guarantee annuity payments to you for as long as
the annuitant lives or for some other period you select. In addition, if you die
before those payments begin, the Policy will pay a death benefit to your
beneficiary. Many key rights and benefits under the Policy are summarized in
this prospectus. You may obtain a copy of the Policy from us. The Policy can
be purchased as a tax-qualified or nonqualified annuity. The Policy remains in
force until surrendered for its Cash Surrender Value, or until all proceeds have
been paid under an annuity income option or as a death benefit.

         POLICY APPLICATION AND ISSUANCE

         To purchase a Policy, you must submit an application and a minimum
initial premium. A Policy usually will be issued only if you and the annuitant
are age 0 through 85, rounded to the nearest birthday. We reserve the right to
reject any application or premium for any reason.

Replacing an existing annuity policy is not always your best choice. Evaluate
any replacement carefully.

         If your application is in good order upon receipt, we will credit your
initial net premium to the Policy value in accordance with the "right to
examine" rules in your state within two Business Days after the later of the
date we receive your application or the date we receive your premium. If the
application is incomplete or otherwise not in good order, we will contact you
within five Business Days to explain the delay; at that time we will refund your
initial premium unless you consent to our retaining it to apply it to your
Policy once all Policy issuance requirements are met.

         The Policy Date is the date two Business Days after we receive your
application and initial premium. It is the date used to determine Policy
Anniversaries and Policy Years. No Policy will be dated on or after the 29th day
of a month. (This does not affect how premium is credited; see the paragraph
above.)

         You can purchase a tax-qualified Policy as part of Section 401(a)
pension or profit-sharing plans, or IRA, Roth IRA, SIMPLE IRA, SEP, 403(b)
(TSAs), and Section 457 deferred compensation plans, subject to certain
limitations. See this prospectus' FEDERAL INCOME TAX MATTERS section for
details. Call us to see if the Policy may be issued as part of other kinds of
plans or arrangements.

         Application in Good Order
         All application questions must be answered, but particularly note these
requirements:
          o    The Owner's and the annuitant's full name, Social Security
               number, and date of birth must be included.
          o    Your premium allocations must be completed in whole percentages,
               and total 100%.
          o    Initial premium must meet minimum premium requirements.


                                       22


          o    Your signature and your agent's signature must be on the
               application.
          o    Identify the type of plan, whether it is nonqualified or, if it
               is qualified, state the type of qualified plan.
          o    City, state and date application was signed must be completed.
          o    If you have one, please give us your e-mail address to facilitate
               receiving updated Policy information by electronic delivery.
          o    There may be forms in addition to the application required by law
               or regulation, especially when a qualified plan or replacement is
               involved.
          o    Your agent must be both properly licensed and appointed with us.

         Premium Requirements
         Your premium checks should be made payable to "Ameritas Life Insurance
         Corp." We may postpone crediting of your initial premium payment made
         by personal check to your Policy until the check has been honored by
         your bank. Payment by certified check, banker's draft, or cashier's
         check will be promptly applied. Under our electronic fund transfer
         program, you may select a monthly payment schedule for us to
         automatically deduct premiums from your bank account or other sources.
         Total premiums for all annuities held with us for the same annuitant
         or Owner may not exceed $1 million without our consent.

         Initial Premium
         o    The only premium required.  All others are optional.
         o    Must be at least $25,000. If you purchase the optional Minimum
              Initial Premium feature, it must be at least $2,000 for all plans,
              except 403(b) tax-sheltered annuities. The initial premium for a
              403(b) Policy may be as low as $0 so long as the annualized
              planned premium is at least $600 and the minimum modal premium is
              at least $50. We have the right to change these premium
              requirements.

         Additional Premiums
         o    Must be at least $1,000; $50 if payments are established as part
              of a regularly billed program (electronic funds transfer, payroll
              deduction, etc.) or a tax-qualified plan. We have the right to
              change these premium requirements.
         o    Will not be accepted, without our approval, on or after the later
              of (i) the Policy Anniversary following your or the annuitant's
              85th birthday or (ii) the Annuity Date.

         Allocating Your Premiums
         You may allocate your premiums among the variable investment options
and the Fixed Account option. Initial allocations in your Policy application
will be used for additional premiums until you change your allocation.

          o    Allocations must be in whole percentages, and total 100%.
          o    You may change your allocation by sending us Written Notice or
               through an authorized telephone transaction. The change will
               apply to premiums received on or after the date we receive your
               Written Notice or authorized telephone transaction.
          o    All premiums will be allocated pursuant to your instructions on
               record with us, except your initial premium and any additional
               premiums received during your Policy's "right to examine" period
               may be subject to special requirements.
          o    For Policies issued with the No Withdrawal Charge Rider, the
               allocation of any premium to the Fixed Account may not exceed 25%
               without our prior consent. If our prior consent is not received,
               we reserve the right to reallocate any excess Fixed Account
               allocation to the Money Market Subaccount.

         "Right to Examine" Period Allocations
         Return of Value State. In states that permit us to refund your Policy
value upon your cancellation of the Policy during the "right to examine" period,
we will allocate your initial premium to your selected variable investment
options on the date of issue of the Policy.

         Return of Premium States. In states that require us to refund at least
your full premium upon your cancellation of the Policy during the "right to
examine" period and for all IRA plan Policies, we will hold your initial premium
in the Ameritas Money Market Subaccount for 13 days. Then, we will invest your
initial premium in the investment options pursuant to your application
instruction. (Any additional premiums we receive during the "right to examine"
period plus 3 days will be allocated in the same manner.) If, at the end of the
"right to examine" period, you decide to cancel your Policy, we will refund the
greater of the Policy value or premiums paid.

         YOUR POLICY VALUE

         On your Policy's date of issue, the Policy value equals the initial
premium less any charge for applicable premium taxes. On any Business Day
thereafter, the Policy value equals the sum of the values in the Separate
Account variable investment options and the Fixed Account. The Policy value is
expected to change from day to day, reflecting the expenses and investment
experience of the selected variable investment options (and interest earned in
the Fixed Account options) as well as the deductions for charges under the
Policy.

                                       23


         Separate Account Value
         Premiums or transfers allocated to Subaccounts are accounted for in
Accumulation Units. The Policy value held in the Separate Account Subaccounts on
any Business Day is determined by multiplying each Subaccount's Accumulation
Unit value by the number of Allocation Units held in the Subaccount allocated to
the Policy. Each Subaccount's Accumulation Unit value is calculated at the end
of each Business Day as follows:
          (a)  the per share net asset value of the Subaccount's underlying
               portfolio as of the end of the current Business Day plus any
               dividend or capital gain distribution declared and unpaid by the
               underlying portfolio during that Business Day, times the number
               of shares held by the Subaccount, before the purchase or
               redemption of any shares on that date; minus
          (b)  the daily administrative expense fee; minus
          (c)  the daily mortality and expense risk charge; and this result
               divided by
          (d)  the total number of Accumulation Units held in the Subaccount on
               the Business Day before the purchase or redemption of any
               Accumulation Units on that day.

         When transactions are made to or from a Subaccount, the actual dollar
amounts are converted to Accumulation Units. The number of Accumulation Units
for a transaction is equal to the dollar amount of the transaction divided by
the Accumulation Unit value on the Business Day the transaction is made.

         An investment in money market funds is neither insured nor guaranteed
by the U.S. Government. There can be no assurance that the funds will be able to
maintain a stable net asset value of $1.00 per share.

         Fixed Account Value
         The Policy value of the Fixed Account on any Business Day equals:
          (a)  the Policy value of the Fixed Account at the end of the preceding
               Policy Month; plus
          (b)  any net premiums credited since the end of the previous Policy
               Month; plus
          (c)  any transfers from the Subaccounts credited to the Fixed Account
               since the end of the previous Policy Month; minus
          (d)  any transfers and transfer fee from the Fixed Account to the
               Subaccounts since the end of the previous Policy Month; minus
          (e)  any partial withdrawal and withdrawal charge taken from the Fixed
               Account since the end of the previous Policy Month; minus
          (f)  the Fixed Account's share of the annual Policy fee on the Policy
               Anniversary; minus
          (g)  the Fixed Account's share of charges for any optional features;
               plus
          (h)  interest credited on the Fixed Account balance.

         TELEPHONE TRANSACTIONS

Telephone Transactions Permitted
o   Transfers among investment options.
o   Establish systematic transfer programs.
o   Change of premium allocations.

How to Authorize Telephone Transactions
o    Upon your authorization on the Policy application or in Written Notice to
     us, you, your registered representative or a third person named by you may
     do telephone transactions on your behalf.
o    You bear the risk of the accuracy of any designated person's instructions
     to us.

Telephone Transaction Rules
o    Must be received by close of the New York Stock Exchange ("NYSE") (usually
     3 p.m. Central Time); if later, the transaction will be processed the next
     day the NYSE is open.
o    Will be recorded for your protection.
o    For security, you or your authorized designee must provide your Social
     Security number and/or other identification information.
o    May be discontinued at any time as to some or all Owners.

We are not liable for following telephone transaction instructions we reasonably
believe to be genuine.

         DEATH OF ANNUITANT

         Upon the annuitant's death prior to 30 days before the Annuity Date,
you may generally name a new annuitant. If any Owner is the annuitant, then upon
that Owner's death, the Policy's applicable death benefit becomes payable to the
named beneficiary(ies). However, if the beneficiary is the deceased Owner's
spouse, then upon that Owner's death the spouse may be permitted under federal
tax law to become the new Owner of the Policy and to name an annuitant and
different beneficiaries.

         DELAY OF PAYMENTS

         We will usually pay any amounts requested as a full surrender or
partial withdrawal from the Separate Account within 7 days after we receive your
Written Notice. We can postpone such payments or any transfers out

                                       24


of a Subaccount if: (i) the NYSE is closed for other than customary weekend and
holiday closings; (ii) trading on the NYSE is restricted; (iii) an emergency
exists as determined by the SEC, as a result of which it is not reasonably
practical to dispose of securities, or not reasonably practical to determine the
value of the net assets of the Separate Account; or (iv) the SEC permits delay
for the protection of security holders. The applicable rules of the SEC will
govern as to whether the conditions in (iii) or (iv) exist.

         We may defer payments of a full surrender or partial withdrawals or a
transfer from the Fixed Account for up to 6 months from the date we receive your
Written Notice, after we request and receive approval from the department of
insurance of the State where the Policy is delivered.

         BENEFICIARY

         You may change your beneficiary by sending Written Notice to us, unless
the named beneficiary is irrevocable. Once we record and acknowledge the change,
it is effective as of the date you signed the Written Notice. The change will
not apply to any payments made or other action taken by us before recording. If
the named beneficiary is irrevocable you may change the named beneficiary only
by Written Notice signed by both you and the beneficiary. If more than one named
beneficiary is designated, and you fail to specify their interest, they will
share equally.

         If there are joint Owners, the surviving joint Owner will be deemed the
beneficiary, and the beneficiary named in the Policy application or subsequently
changed will be deemed the contingent beneficiary. If both joint Owners die
simultaneously, the death benefit will be paid to the contingent beneficiary.

         If the beneficiary is your surviving spouse, the spouse may elect
either to receive the death benefit, in which case the Policy will terminate, or
to continue the Policy in force with the spouse as Owner. The surviving spouse
may not continue the Guaranteed Lifetime Withdrawal Benefit rider when the
single life option was selected and the Policy was issued under an Internal
Revenue Code Section 401, 403(b) or 457 qualified plan.

         If the named beneficiary dies before you, then your estate is the
beneficiary until you name a new beneficiary.

         MINOR OWNER OR BENEFICIARY

         A minor may not own the Policy solely in the minor's name and cannot
receive payments directly as a Policy beneficiary. In most states parental
status does not automatically give parents the power to provide an adequate
release to us to make beneficiary payments to the parent for the minor's
benefit. A minor can "own" a Policy through the trustee of a trust established
for the minor's benefit, or through the minor's named and court appointed
guardian, who owns the Policy in his or her capacity as trustee or guardian.
Where a minor is a named beneficiary, we are able to pay the minor's beneficiary
payments to the minor's trustee or guardian. Some states allow us to make such
payments up to a limited amount directly to parents. Parents seeking to have a
minor's interest made payable to them for the minor's benefit are encouraged to
check with their local court to determine the process to be appointed as the
minor's guardian; it is often a very simple process that can be accomplished
without the assistance of an attorney. If there is no adult representative able
to give us an adequate release for payment of the minor's beneficiary interest,
we will retain the minor's interest on deposit until the minor attains the age
of majority.

         POLICY CHANGES

         Any change to your Policy is only effective if on a form acceptable to
us, and then only once it is received at our Service Office and recorded on our
records. Information on how to contact us to determine what information is
needed and where you can get various forms for Policy changes is shown on this
Prospectus' first two pages and last page.

         POLICY TERMINATION

         We may treat any partial withdrawal that leaves a Cash Surrender Value
of less than $1,000 as a complete surrender of the Policy. See this prospectus'
POLICY DISTRIBUTIONS: Withdrawals section for more information.

         If you have paid no premiums during the previous 36-month period, we
have the right to pay you the total value of your Policy in a lump sum and
cancel the Policy if (i) the Cash Surrender Value is less than $1,000 (does not
apply to IRAs), or (ii) the paid-up lifetime income annuity benefit at
maturity, based on an accumulation of the Policy value to maturity, would be
less than $20 per month. We will not impose a withdrawal charge on involuntary
terminations.

                                       25


         OPTIONAL FEATURES

         This Policy allows you the opportunity to select, and pay for, only
those variable annuity policy features you want by "unbundling" features that
are often incorporated into a base variable annuity policy. Check with your
sales representative or us before selecting an optional feature, as some may not
be available in your state on the effective date of this prospectus. These
optional features are currently only available at Policy issue, and most are

only available if you are then not older than age 70. Certain optional features
may not be available in combination with other optional features. Some of these
features are not available in some states. For features not available in your
state on the date of your purchase, we may make them available to existing
Owners for a limited time after the feature becomes available. Each of the
optional features is principally described in the prospectus sections noted
below:



                                                           
Optional Feature                                              Prospectus Section Where It Is Covered
----------------                                              --------------------------------------
y Minimum Initial Premium.....................................IMPORTANT POLICY PROVISIONS:
                                                                   Policy Application and Issuance
y Withdrawal Charge Period....................................CHARGES: Withdrawal Charge
y Free Withdrawal Privilege...................................POLICY DISTRIBUTIONS: Withdrawals

y No Withdrawal Charge Rider..................................POLICY DISTRIBUTIONS: Withdrawals

y Guaranteed Minimum Death Benefit............................POLICY DISTRIBUTIONS: Death Benefits
y 403(b) Tax Sheltered Annuity Endorsement....................POLICY DISTRIBUTIONS: Withdrawals and
     (REQUIRED for 403(b) Policies)                               APPENDIX B: Tax Qualified Plan Disclosures
y Value+ Option...............................................INVESTMENT OPTIONS: Value+ Option
y Estate Protection Benefit ("EPB") and
     Expanded Estate Protection Benefit ("EEPB")..............POLICY DISTRIBUTIONS: Death Benefits


Charges for each of the optional features are shown in this prospectus' CHARGES
section.

POLICY DISTRIBUTIONS
                (y = Optional Feature)
         There are several ways to take all or part of your investment out of
your Policy, both before and after the Annuity Date. Tax penalties and
withdrawal charges may apply to amounts taken out of your Policy before the
Annuity Date. Your Policy also provides a death benefit (including, for an
additional charge, an optional feature guaranteed minimum death benefit) that
may be paid upon your death prior to the Annuity Date. All or part of a death
benefit may be taxable.

         WITHDRAWALS

         You may withdraw, by Written Notice, all or part of your Policy's Cash
Surrender Value prior to the Annuity Date. Amounts withdrawn (except for
optional feature "free" withdrawals you may have elected, described below) are
subject to a withdrawal charge. Following a full surrender of the Policy, or at
any time the Policy value is zero, all your rights in the Policy end. Total
surrender requires you to return your Policy to us.

         For purposes of the withdrawal charge only, premiums are deemed to be
withdrawn before any earnings; this means that there may be no withdrawal charge
if the amount of the withdrawal is less than or equal to premiums received at
least "x" years prior to the withdrawal and not considered having been
previously withdrawn, where "x" is the number of years in the withdrawal charge
period. Of premium considered withdrawn, the oldest premium is considered
withdrawn first, the next oldest premium is considered withdrawn next, and so on
(a "first-in, first-out" procedure). (This is different than taxation order,
which generally considers the last premium withdrawn first - a "last-in,
first-out" procedure.)

         Withdrawal Rules
         Withdrawals must be by Written Notice. A request for a systematic
         withdrawal plan must be on our form and must specify a date for the
         first payment, which must be the 1st through 28th day of the month.
          o    Minimum withdrawal is $250.
          o    We may treat any partial withdrawal that leaves a Cash Surrender
               Value of less than $1,000 as a complete surrender of the Policy.
          o    Withdrawal results in cancellation of Accumulation Units from
               each applicable Subaccount and deduction of Policy value from any
               Fixed Account option. If you do not specify which investment
               option(s) from which to take the withdrawal, it will be taken
               from each investment option in the proportion that the Policy
               value in each investment option bears to the total Policy value.
          o    The total amount paid to you upon total surrender of the Policy
               (taking any prior partial withdrawals into account) may be less
               than the total premiums made, because we will deduct any charges
               owed but not yet paid (including withdrawal charges), a premium
               tax charge may apply to withdrawals, and because you bear the
               investment risk for all amounts you allocate to the Separate
               Account.


                                       26


          o    Unless you give us Written Notice not to withhold taxes from a
               withdrawal, we must withhold 10% of the taxable amount withdrawn
               to be paid as a federal tax, as well as any amounts required by
               state laws to be withheld for state income taxes.

         We will allow facsimile request forms and signatures to be used for the
purpose of a "Written Notice" authorizing withdrawals from your Policy. You may
complete and execute a withdrawal form and send it to our Service Center fax
number, 402-467-7335. We offer this method of withdrawal as a service to meet
your needs when turnaround time is critical. However, by not requiring an
original signature there is a greater possibility that unauthorized persons can
manipulate your signature and make changes on your Policy (including
withdrawals) without your knowledge.

         Systematic Withdrawal Plan
         The systematic withdrawal plan allows you to automatically withdraw
payments of a pre-determined dollar amount or fixed percentage of Policy value
from a specified investment option monthly, quarterly, semi-annually or
annually. We can support and encourage your use of electronic fund transfer of
systematic withdrawal plan payments to an account of yours that you specify to
us. The fixed dollar amount of systematic withdrawals may be calculated in
support of Internal Revenue Service minimum distribution requirements over the
lifetime of the annuitant. No systematic withdrawal may be established after the
28th of each month. Although this plan mimics annuity payments, each
distribution is a withdrawal that may be taxable and subject to the charges and
expenses described above; you may wish to consult a tax advisor before
requesting this plan.

         y "Free" Withdrawal Features and Riders
         The following features and Policy riders allow access to certain Policy
value without being subject to withdrawal charges. There is a charge for these
features. For information about the charges for these features, see this
prospectus' CHARGES and CHARGES EXPLAINED sections. For all Policies that are
not issued pursuant to a 403(b) tax sheltered annuity plan, either the 10%
"Free" Withdrawal Feature, the Expanded "Free" Withdrawal Feature, or the No
Withdrawal Charge Rider must be elected at issue of the Policy. For all Policies
that are issued pursuant to a 403(b) tax sheltered annuity plan, one of the
403(b) TSA No Withdrawal Charge Riders must be elected at issue of the Policy.

         y   The 10% "Free" Withdrawal Feature allows you to  withdraw,  each
Policy Year, up to 10% of your Policy value without deduction of a withdrawal
charge. Under this feature, Policy value is considered withdrawn on the same
basis as in the base Policy (first premiums on a first-in first-out basis, then
earnings). The 10% amount is determined at the time the withdrawal is made and
is reduced by all prior free withdrawals in that Policy Year. If you do not
withdraw the 10% amount in a Policy Year, you may not carry forward the unused
"free" withdrawal amount into the next Policy Year.

         y   The Expanded "Free" Withdrawal Feature allows you to withdraw,
without a withdrawal charge, each Policy Year, up to the greater of a stated
percentage of your Policy value, minus prior "free" withdrawals taken since
Policy issue, or any of your accumulated Policy earnings. (Accumulated Policy
earnings are the excess of the Policy value over the net of premiums paid, plus
any Value+ Credit amount, less any previous withdrawals of premium. Note that
Value+ is not available for Policies issued on and after November 5, 2007.)
Under this feature, for purposes of the withdrawal charge only, earnings are
considered withdrawn before premium, and premium is considered withdrawn on a
first-in first-out basis. (This is different than taxation order, which
generally considers the last premium withdrawn first - a "last-in, first-out"
procedure.) The stated percentage of Policy value available as a "free"
withdrawal each Policy Year is 15% the first year, 30% the second year, and 45%
the third and subsequent years. The percentage amount is determined at the time
the withdrawal is made.

        Y The No Withdrawal Charge Rider, which can only be attached to the
Policy at issue, allows the Policy to be issued without any withdrawal charges.
Other features of the rider include:
          -    allocations and transfers to the Fixed Account have the following
               restrictions:
               -    allocation of premium to the Fixed Account is limited to 25%
                    of premium without prior approval;
               -    the amount transferred to the Fixed Account within any
                    Policy year (except made pursuant to a systematic transfer
                    program) is limited to 10% of the value of all Subaccounts
                    on the most recent Policy Anniversary; and
               -    we may further restrict allocation of premiums and transfers
                    to the Fixed Account upon providing you with 30 day notice;
          -    if death occurs after age 69, the death benefit is equal to your
               Policy value on the later of the date we receive satisfactory
               proof of death or an annuity payout option is elected less any
               charge for applicable premium taxes (See the Death Benefits
               section, below.);
          -    the death benefit is proportionally adjusted for partial
               withdrawals;

         y   The 403(b) TSA Hardship Waiver Rider, available only for Policies
issued pursuant to a 403(b) tax sheltered annuity plan and which can only be
attached to the Policy at issue, waives Withdrawal Charges for

                                       27


withdrawals of Policy value made while the Owner/annuitant is suffering a
hardship as defined under applicable law and with satisfactory Written Notice to
us.

         y   The 403(b) TSA No Withdrawal Charge Riders, available only for
Policies issued as 403(b) tax sheltered annuities and which can only be attached
to the Policy at issue, allow the Policy to be issued without any withdrawal
charges.

         LOANS (403(b) PLANS ONLY)

         Loans are only available if your Policy is a Tax Sheltered Annuity
(sometimes called a "TSA" or "403(b) plan") under federal tax law and your
Policy value is at least $5,000. The Owners can take loans from the Policy value
beginning one year after the Policy is issued up to the Annuity Date, and cannot
take out more than one loan each Policy Year. Loans are subject to the terms of
the Policy, the plan, and federal tax law. We reserve the right to modify the
terms of a loan to comply with changes in applicable law, or to reject any loan
request if we believe it may violate the terms of the plan or applicable law.
(We are not responsible for compliance of a loan request with plan
requirements.) On Policies issued after 1/1/02 with the 403(b) Tax Sheltered
Annuity Endorsement, we may charge a fee (currently $25; guaranteed maximum is
$40) for each loan as loan origination expenses; however, this fee will be
waived if loan repayment is established on an automatic basis. (This charge does
not apply to Policies issued prior to 1/1/02 or to loans made in states where
origination fees are not approved.)

         Minimum and Maximum Loan Amounts
         Minimum - $1,000. Each loan must individually satisfy this minimum
amount.
         Maximum - We will calculate the maximum nontaxable loan amount based
upon information provided by the plan participant or the employer. Loans may be
taxable if a participant has additional loans from other plans. The total of all
your outstanding TSA loans must not exceed the lesser of (i) $50,000 reduced by
the highest outstanding balance owed during the previous 12 months, or (ii) 50%
of your Policy value.

         How Loans are Processed
         All loans are made from our general account. We transfer Policy value
to our general account as security for the loan. The transfer is made in
proportion to assets in and among the Subaccounts and in the Fixed Account,
unless you give us different allocation instructions. No withdrawal charge is
levied upon Policy value transfers related to loan processing. We are usually
able to process a loan request within seven Business Days.

         Loan Interest
         Interest rate charged on loan balance: guaranteed maximum rate is 8%;
we may declare a lower current interest rate.
         Interest rate credited to Policy value that is collateral for the loan:
guaranteed minimum rate is 3%; we may declare a higher current interest rate.
         Specific loan terms are disclosed at the time of loan application or
issuance.

         Loan Repayment
         Loans must be repaid within 5 years, or 20 years if the loan is used to
purchase your principal residence. Loan repayments must be identified as such;
if they are not, we will treat them as additional premium payments and they will
not reduce the outstanding loan. Loan repayments must be substantially level and
made at least quarterly. Loan repayments will consist of principal and interest
in amounts set forth in the loan agreement. Repayments are allocated to the
Subaccounts and Fixed Account pursuant to your then current investment option
allocation instructions. Any repayment due under the loan that is unpaid for 90
days will cause the loan balance to become immediately due without notice. The
loan will then be treated as a deemed Policy distribution and reported as income
to be taxed to the Owner.

         Any Policy loan  balance  must be repaid  prior to the  activation
of the GLWB rider.  Once the GLWB rider is  activated,  no Policy loans may be
taken.

         Policy Distributions, including Annuity Income Payments
         While a loan is outstanding, any Policy distributions made, including
annuity income payments, will be reduced by the amount of the outstanding loan
plus accrued interest.

         Transferring the Policy
         We reserve the right to restrict any transfer of the Policy while a
loan is outstanding.

         DEATH BENEFITS

         We will pay the death benefit after we receive satisfactory proof of
death of an Owner's death or as soon thereafter as we have sufficient
information about the beneficiary to make the payment. Death benefits may be
paid pursuant to an annuity income option to the extent allowed by applicable
law and any settlement agreement in effect at your death. If the beneficiary
does not make an annuity income option election within 60 days of our receipt of
satisfactory proof of death, we will issue a lump-sum payment to the
beneficiary.

                                       28


         In most cases, when death benefit proceeds are paid in a lump sum, we
will pay the death benefit proceeds by establishing an interest bearing account
for the beneficiary, in the amount of the death benefit proceeds payable. The
same interest rate schedule and other account terms will apply to all
beneficiary accounts in place at any given time. We will send the beneficiary a
checkbook within 7 days after we receive all the required documents, and the
beneficiary will have immediate access to the account simply by writing a check
for all or any part of the amount of the death benefit proceeds payable. The
account is part of our general account. It is not a bank account and it is not
insured by the FDIC or any other government agency. As part of our general
account, it is subject to the claims of our creditors. We receive a benefit from
all amounts left in the general account.

         If an Owner of the Policy is a corporation, trust or other
non-individual, we treat the primary annuitant as an Owner for purposes of the
death benefit. The "primary annuitant" is that individual whose life affects the
timing or the amount of the death benefit payout under the Policy. A change in
the primary annuitant will be treated as the death of an Owner.

         If the annuitant is an Owner or joint Owner, the annuitant's death is
treated as the Owner's death.

         If the annuitant is not an Owner and the annuitant dies before the
Annuity Date, the Owner may name a new annuitant if such Owner(s) is not a
corporation or other non-individual or if such Owner is the trustee of an
Internal Revenue Code Section 401(a) retirement plan. If the Owner does not name
a new annuitant, the Owner will become the annuitant.

         If your spouse is the Policy beneficiary, annuitant, or a joint Owner,
special tax rules apply. See the IRS Required Distribution Upon Death of Owner
section below.

         We will deduct any applicable premium tax not previously deducted from
the death benefit payable.

         Standard Death Benefit
         Upon any Owner's death before the Annuity Date, the Policy will end,
and we will pay a death benefit to your beneficiary. The death benefit equals
the larger of:
         (a)  your Policy value (without deduction of the withdrawal charge) on
              the later of the date we receive satisfactory proof of death or an
              annuity payout option election less any charge for applicable
              premium taxes; or
         (b)  the sum of net premiums, less partial withdrawals.

         Upon any Owner's death on or after the Annuity Date and before all
proceeds have been paid, no death benefit is payable, but any remaining proceeds
will be paid to the designated annuity benefit payee based on the annuity income
option in effect at the time of death.

         No Withdrawal Charge Rider - Death Benefit
         If death occurs after age 69, the death benefit is equal to your Policy
value on the later of the date we receive satisfactory proof of death or an
annuity payout option is elected less any charge for applicable premium taxes.

         If death occurs prior to age 70, the death benefit as of the date
satisfactory proof of death is received is equal to the greater of the adjusted
sum of premiums or the Policy value. The initial value of the adjusted sum of
premiums is the initial premium. As of the day a subsequent premium is received
by us, the adjusted sum of premiums is increased by the amount of that premium.
As of the day that a partial withdrawal is made, the adjusted sum of premiums is
decreased by the same proportion as the Policy value is decreased by the partial
withdrawal.

         IRS Required Distribution Upon Death of Owner
         Federal law requires that if your Policy is tax non-qualified and you
die before the Annuity Date, then the entire value of your Policy must be
distributed within 5 years of your death. The 5-year rule does not apply to that
portion of the proceeds which (a) is for the benefit of an individual
beneficiary; and (b) will be paid over the lifetime or the life expectancy of
that beneficiary as long as payments begin not later than one year after the
date of your death. Special rules may apply to your surviving spouse. The
Statement of Additional Information has a more detailed description of these
rules. Other required distribution rules apply to tax-qualified Policies and are
described in this prospectus' Appendix B.

         Tables Illustrating Benefits Upon Death
         The following tables illustrate benefits payable, if any, upon death of
a party to the Policy for most, but not necessarily all, situations. The terms
of any Policy rider or qualified plan funded by the Policy may change this
information. Please consult your own legal and tax advisor for advice. You may
contact us for more information.

                                       29


                    If death occurs before the Annuity Date:


                                        If death occurs before the Annuity Date:
If the deceased is...  and...             and...                    then the...
-------------------- ------------------ ------------------------- ------------------------------------------------
                                                         
-------------------- ------------------ ------------------------- ------------------------------------------------
any Policy Owner     - - -              - - -                     Policy beneficiary receives the death benefit.
-------------------- ------------------ ------------------------- ------------------------------------------------
any Policy Owner     the beneficiary    - - -                     the surviving spouse may elect to become the
                     is the Policy                                Policy Owner and continue the Policy, or may
                     Owner's                                      have the Policy end and receive the death
                     surviving spouse                             benefit.
-------------------- ------------------ ------------------------- ------------------------------------------------
the annuitant        a Policy Owner     there is no named         the Policy continues with the Policy Owner as
                     is living          contingent or joint       the Policy annuitant unless the Owner names a
                                        annuitant                 new annuitant.
-------------------- ------------------ ------------------------- ------------------------------------------------
the annuitant        the Policy Owner   - - -                     the annuitant's death is treated as a Policy
                     is a non-person                              Owner's death.
-------------------- ------------------ ------------------------- ------------------------------------------------
an annuitant         a Policy Owner     the contingent or joint   contingent annuitant becomes the annuitant, and
                     is living          annuitant is living       the Policy continues.
-------------------- ------------------ ------------------------- ------------------------------------------------




                                        If death occurs on or after the Annuity Date:
If the deceased is...  and...             then the...
-------------------- ------------------ ----------------------------------------------------------------------------
                                    
-------------------- ------------------ ----------------------------------------------------------------------------
any Policy Owner     There is a         surviving Policy Owner remains as Owner for purposes of distributing any
                     living joint       remaining Policy proceeds pursuant to the annuity income option then in
                     Owner, and         effect.  If the annuity benefit payee was the deceased Policy Owner, the
                     the annuitant is   surviving Owner receives the proceeds.  If the payee is other than the
                     living             deceased Owner, proceeds continue to be paid to the payee until the
                                        paye's death, then are paid to the Policy beneficiary.
-------------------- ------------------ ----------------------------------------------------------------------------
any Policy Owner     There is no        Policy beneficiary becomes the Policy Owner for purposes of distributing
                     surviving joint    any remaining Policy proceeds pursuant to the annuity income option then
                     Owner, and         in effect.  If the annuity benefit payee was the Owner, then the Policy
                     the annuitant is   beneficiary receives the proceeds.  If the payee is other than the Owner,
                     living             proceeds continue to be paid to the payee until the payee's death, then
                                        are paid to the Policy beneficiary.
-------------------- ------------------ ----------------------------------------------------------------------------
any Policy           any Policy Owner   Policy Owner (or other named payee) receives distribution of any remaining
annuitant            is living          Policy proceeds pursuant to the annuity income option then in effect.
-------------------- ------------------ ----------------------------------------------------------------------------
the annuitant        the annuitant is   Policy beneficiary becomes the Policy Owner for purposes of distributing
                     also the Policy    any remaining Policy proceeds pursuant to the annuity income option then
                     Owner              in effect.  If the annuity benefit payee was the Owner, then the Policy
                                        beneficiary receives the proceeds.  If the payee is other than the Owner,
                                        proceeds continue to be paid to the payee until the payee's death, then
                                        are paid to the Policy beneficiary.
-------------------- ------------------ ----------------------------------------------------------------------------


         Optional Death Benefit Features

         y Optional Guaranteed Minimum Death Benefit Features
         You may elect one of three optional Guaranteed Minimum Death Benefit
features, for a charge. Your election must be made when the Policy is issued,
and only if you and the annuitant are then not older than age 70. Your election
cannot be changed or revoked. Each feature ends at your age 85. Under these
features, if the Owner is not a natural person, you cannot change the annuitant
after the guaranteed minimum death benefit feature is elected. Each of the
options provides the opportunity to enhance the Policy's death benefit if
Subaccount underlying portfolios should sharply decrease in value. See this
prospectus' CHARGES and CHARGES EXPLAINED sections for information on the charge
for these optional features. Only the Optional "Periodic  Step-Up" Guaranteed
Minimum Death Benefit Feature is available with the No Withdrawal Charge Rider.

         y Optional "Periodic Step-Up" Guaranteed Minimum Death Benefit
         This feature provides an amount greater than the standard death benefit
under certain conditions. This greater amount is referred to as the GMDB. During
the first Policy Year, the GMDB is zero. Until the termination of this feature,
the GMDB is the step-up benefit, defined as (a) plus (b) minus (c) minus (d),
where:
          (a)  is the greater of:
               (i)  the Policy value as of the most recent step-up date; or
               (ii) the step-up benefit immediately preceding the most recent
                    step-up date
          (b)  is any premiums paid since the most recent step-up date
          (c)  is any partial withdrawals, including withdrawal charges, since
               the most recent step-up date
          (d)  is a proportional adjustment for each partial withdrawal made
               since the most recent step-up date.
The proportional adjustment, which will never be less than zero, is described
more fully in your Policy. It equals the step-up benefit minus the Policy value,
times the ratio of the partial withdrawal amount divided by the Policy value.
The step-up benefit and Policy value used to compute the proportional adjustment
are prior to the partial withdrawal.

         The step-up interval is stated in your Policy's schedule page for this
feature. The step-up benefit for your attained ages 80-84 is the step-up benefit
on the Policy Anniversary nearest your 80th birthday adjusted by adding
subsequent premiums paid and subtracting withdrawals made. The step-up benefit
expires upon termination of this feature, which is the Policy Anniversary
nearest your 85th birthday.

         y Optional 5% Roll-up Guaranteed Minimum Death Benefit
         This feature provides an amount greater than the standard death benefit
under certain conditions. This greater amount is referred to as the GMDB. Until
the termination of this feature, the GMDB is the roll-up benefit, defined as the
greater of (a) or (b), where:
          (a)  is the current Policy value, and
          (b)  is the total of premiums paid less withdrawals (net premiums)
               accumulated at 5% simple interest, not to exceed 200% of net
               premiums.

                                       30


The roll-up benefit is reduced by a proportional adjustment for partial
withdrawals. This adjustment, which will never be less than zero, is described
more fully in your Policy. It equals the roll-up benefit minus the Policy value,
times the ratio of the partial withdrawal amount divided by the Policy value.
The roll up benefit and Policy value used to compute this adjustment are prior
to the partial withdrawal.

         The accumulation of net premiums, as described in (b) above, stops on
the anniversary nearest your 80th birthday. The roll-up benefit for your
attained ages 80-84 is the roll-up benefit on the Policy Anniversary nearest
your 80th birthday adjusted by subsequent premiums and withdrawals. The roll-up
benefit expires upon termination of this feature, which is the Policy
Anniversary nearest your 85th birthday.

         y Optional "Greater of" Guaranteed Minimum Death Benefit
         This feature provides an amount greater than the standard death benefit
under certain conditions. This greater amount is referred to as the GMDB. Until
the termination of this feature, the GMDB is the greater of the step-up benefit
GMDB or the roll-up benefit GMDB.

         y Optional Estate Protection Benefit Features

         y Estate Protection Benefit
         For an additional charge you may purchase the Estate Protection Benefit
("EPB"). The EPB must be elected and purchased at the time you apply for your
Policy, and cannot be canceled once elected. We will credit this benefit to the
Policy value upon death of the Policy Owner, in addition to your standard death
benefit and any optional guaranteed minimum death benefit that you elected. For
joint Policy Owners, we will credit this benefit to the Policy value on the
first death of a Policy Owner. On an annual basis, the charge for the EPB is
determined by age of the Policy Owner at issue, as follows:

                                 Current Fee           Guaranteed Maximum Fee
        Issue ages 0-70              0.20%                     0.40%
        Issue ages 71-80             0.60%                     0.80%
This charge for the EPB is assessed monthly and applied to the Policy value for
the life of the Policy Owner. This benefit must be elected prior to Policy issue
and may not be revoked once elected.

         Calculation of the Benefit:
         The amount of the EPB will be equal to 40% of the difference between
your Policy value and the net premium payments used for determining the benefit
base, provided the difference does not exceed 100% of the net premiums. The EPB
is determined using the Policy value before the payment of any other optional
Guaranteed Minimum Death Benefit. The EPB is calculated as follows:

          40% X Benefit Base; where:
          Benefit Base = (PVD - NPBB) < Benefit Cap, such that:
          PVD = the Policy value on the date of the Policy Owner's death prior
          to any death benefit calculations;
          NPBB = net premiums used for the determination of the Benefit Base,
          which are premiums allocated to Policy value less a proportionate
          share of any withdrawal based on the value of net premiums in relation
          to the Policy value times the amount of the withdrawal at the time of
          withdrawal. On each Policy Anniversary,
          NPBB is reset to the lesser of net premiums (NP) or the Policy value
          as of that anniversary, where:
               NP = net premiums, which are premiums allocated to Policy value
               less a proportionate share of any withdrawal based on the value
               of net premiums in relation to the Policy value times the amount
               of the withdrawal at the time of withdrawal, and
               Benefit Cap = 100% of net premiums (NP) reduced by premiums
               received within a certain period of time prior to death. If death
               occurs in the first Policy Year, there is no reduction for
               premiums received prior to death. If death occurs in the second
               Policy Year, all premiums received in the second Policy Year
               reduce the net premium amount. If death occurs after the second
               Policy Year, only premiums received within the 12-month period
               prior to death reduce the net premium amount.

                    EXAMPLE
                      Assume the following items:
                        (a)  Death occurs in Policy Year 5
                        (b)  Policy value at time of death is $90,000 (PVD =
                             $90,000)
                        (c)  Net premiums adjusted for withdrawals is $53,000
                             (NP = $53,000)
                        (d)  Net premiums used for the determination of the
                             Benefit Base is $50,000 (NPBB = $50,000)
                        (e)  Premium received within 12 months prior to death =
                             $14,000
                    From this information, the following is determined:
                        (a)  Benefit Cap = $53,000 - $14,000 = $39,000
                        (b)  Benefit Base = $90,000 - $50,000 = $40,000,
                             which is greater than the Benefit Cap, so
                             the Benefit Base = $39,000
                        (c)  EPB amount = 40% of $39,000 = $15,600

         With the reset of NPBB, a benefit may be available if the net premiums
exceed the Policy value on the date of the Policy Owner's death.

                                       31


         y Expanded Estate Protection Benefit ("EEPB")
         For an additional charge, you may purchase the Expanded Estate
Protection Benefit ("EEPB") option in lieu of the EPB if you intend to exchange
your existing annuity for an OVERTURE MEDLEY! Policy. The exchange must qualify
for tax-free exchange treatment under the Internal Revenue Code. You should
consider purchasing this benefit if you have significant amounts of taxable gain
in your existing annuity contract and you intend to exchange such contract. The
EEPB is available only at Policy issue and once elected it may not be revoked.

         The EEPB may be purchased for an annual charge applied as a percentage
of Policy value based upon the age of the Policy Owner at time of issue, as
follows:
                                       Current Fee    Guaranteed Maximum Fee
                  Issue ages 0-70           0.25%              0.45%
                  Issue ages 71-80          0.80%              1.00%

         Calculation of the Benefit:
         The amount of the EEPB will be equal to 40% of the sum of: (a) the
difference between your Policy value and the net premium payments used to
determine the benefit base, and (b) a certain percentage of the premium
exchanged into the Policy, provided the sum does not exceed 100% of the net
premiums. The EEPB is determined using the Policy value before the payment of
any other optional Guaranteed Minimum Death Benefit. The EEPB is calculated as
follows:

         40% X Benefit Base; where:
         Benefit Base = [(PVD - NPBB) + (z% x Transfer Premium)] < Benefit Cap,
         such that:
         PVD, NPBB, NP, and Benefit Cap have the same meanings as stated above
         for the EPB;
              Transfer Premiums = premiums received as a result of a tax-free
              exchange or transfer. This includes premiums that qualify for IRC
              Section 1035 exchange treatment, and premiums that are a result of
              transfer, rollover, conversion or recharacterization; and
              z = a percentage that varies by the number of years since receipt
              of appropriate Transfer Premiums as follows:

                                Years Since Receipt              %
                                        1                       10
                                        2                       20
                                        3                       30
                                        4                       40
                                        5+                      50

                  EXAMPLE
                  Assume the following items:
                    (a)  Death occurs in Policy Year 3;
                    (b)  Policy value at time of death is $110,000
                         (PVD = $110,000);
                    (c)  Net premiums adjusted for withdrawals is $73,000 (NP =
                         $73,000);
                    (d)  Net premiums used for the determination of the Benefit
                         Base is $70,000
                         (NPBB = $70,000)
                    (e)  Transfer Premiums, which were all paid in Policy Year
                         1, are $10,000 (Transfer Premiums = $10,000);
                    (f)  Premium received within 12 months prior to death =
                         $31,000.
                 From this information, the following is determined:
                    (a)  Benefit Cap = $73,000 - $31,000 = $42,000;
                    (b)  Benefit Base =[($110,000 - $70,000) + (30% x $10,000)]
                         = $43,000, which is greater than the Benefit Cap, so
                         Benefit Base = $42,000; and
                    (c)  EEPB amount = 40% of $42,000 = $16,800

         With the reset of NPBB, a benefit may be available if the net premiums
exceed the Policy value on the date of the Policy Owner's death.

         With respect to IRAs, if you are purchasing the EPB or EEPB for your
IRA, our understanding of current law is that the tax status of optional death
benefits such as EPB and EEPB is unclear. We believe that use of the EPB and
EEPB endorsements and other optional death benefits should not result in adverse
tax treatment. We may in our sole discretion and in compliance with our adopted
procedures, accept or reject IRA contributions to purchase a contract with
optional benefits. However, WE CAN GIVE NO ASSURANCE THAT THE INTERNAL REVENUE
SERVICE WILL APPROVE THE USE OF THE OPTIONAL DEATH BENEFITS IN IRAS. THEREFORE,
THE POLICY OWNERS BEAR THE RISK OF ANY ADVERSE TAX TREATMENT.

                                       32


         ANNUITY INCOME BENEFITS

         A primary function of an annuity contract, like this Policy, is to
provide annuity payments to the payee(s) you name. You will receive the annuity
benefits unless you designate another payee(s). The level of annuity payments is
determined by your Policy value, the annuitant's sex (except where prohibited by
law) and age, and the annuity income option selected. All or part of your Policy
Cash Surrender Value may be placed under one or more annuity income options.

         Annuity payments may be subject to a withdrawal charge. A withdrawal
charge is not applied on the Annuity Date for premiums applied after the second
year since receipt to the Life or Joint and Last Survivor annuity income
options. However, the withdrawal charge does apply to Policy value placed under
other annuity income options.

Annuity payments:
       -  require investments to be allocated to our general account, so are
          not variable.
       -  may be subject to a withdrawal charge.
       -  may be taxable and, if premature, subject to a tax penalty.

         Annuity payments must be made to individuals receiving payments on
their own behalf, unless otherwise agreed to by us. Any annuity income option is
only effective once we acknowledge it. We may require initial and ongoing proof
of the Owner's or annuitant's age or survival. Unless you specify otherwise, the
payee is the Owner.

         Payments under the annuity income options are fixed annuity payments
based on a fixed rate of interest at or higher than the minimum effective annual
rate which is guaranteed to yield 3% on an annual basis. We have sole discretion
whether or not to pay a higher interest rate for annuity income options 1, 2, or
3 (see below). Current immediate annuity rates for options 4 or 5 for the same
class of annuities are used if higher than the guaranteed amounts (guaranteed
amounts are based upon the tables contained in the Policy). The guaranteed
amounts are based on the 1983 Table "a" Individual Annuity Table projected 17
years, and an interest rate which is guaranteed to yield 3% on an annual basis.
Current interest rates, and further information, may be obtained from us. The
amount of each fixed annuity payment is set and begins on the Annuity Date, and
does not change.

         When Annuity Income Payments Begin
         You select the Annuity Date by completing an election form that you can
request from us at any time. If you do not specify a date, the Annuity Date will
be the later of the Policy Anniversary nearest the annuitant's 85th birthday or
the fifth Policy Anniversary. Tax-qualified Policies may require an earlier
Annuity Date. You may change this date by sending Written Notice for our receipt
at least 30 days before the then current Annuity Date.

         Selecting an Annuity Income Option
         You choose the annuity income option by completing an election form
that you can request from us at any time. You may change your selection during
your life by sending Written Notice for our receipt at least 30 days before the
date annuity payments are scheduled to begin. If no selection is made by then,
we will apply the Policy Cash Surrender Value to make annuity payments under
annuity income option 4 providing lifetime income payments.

The longer the guaranteed or projected annuity income option period, the lower
the amount of each annuity payment.

         If you die before the Annuity Date (and the Policy is in force), your
beneficiary may elect to receive the death benefit under one of the annuity
income options (unless applicable law or a settlement agreement dictate
otherwise).

         Annuity Income Options
         Once fixed annuity payments under an annuity income option begin, they
cannot be changed. (We may allow the beneficiary to transfer amounts applied
under options 1, 2 or 3 to option 4, 5 or 6 after the Annuity Date. However, we
reserve the right to discontinue this practice.) When the Owner dies, we will
pay any unpaid guaranteed payments to your beneficiary. Upon the last payee's
death, we will pay any unpaid guaranteed payments to that payee's estate.

         Note: If you elect an annuity income option based on a life contingency
(option 4 or 5), it is possible that only one annuity payment would be made
under the annuity option if the annuitant dies before the due date of the second
annuity payment, only two annuity payments would be made if the annuitant died
before the due date of the third annuity payment, etc. This would not happen if
you elect an annuity income option guaranteeing either the amount or duration
of payments, or just paying interest (options 1, 2 or 3).

         Part or all of any annuity payment may be taxable as ordinary income.
If, at the time annuity payments begin, you have not given us Written Notice to
not withhold federal income taxes, we must by law withhold such taxes from the
taxable portion of each annuity payment and remit it to the Internal Revenue
Service. (Withholding is mandatory for certain tax-qualified Policies.)

                                       33


         We may pay your Policy proceeds to you in one sum if they are less than
$1,000, or when the annuity income option chosen would result in periodic
payments of less than $20. If any annuity payment would be or becomes less than
$20, we also have the right to change the frequency of payments to an interval
that will result in payments of at least $20. In no event will we make payments
under an annuity option less frequently than annually.

         The annuity income options are:
          1.   Interest Payment. While proceeds remain on deposit, we annually
               credit interest to the proceeds. The interest may be paid to the
               payee or added to the amount on deposit.

          2.   Designated Amount Annuity. Proceeds are paid in monthly
               installments of a specified amount over at least a 5-year period
               until proceeds, with interest, have been fully paid.

          3.   Designated Period Annuity. Proceeds are paid in monthly
               installments for the specified period chosen. Monthly incomes for
               each $1,000 of proceeds, which include interest, are illustrated
               by a table in the Policy.

          4.   Lifetime Income Annuity. Proceeds are paid as monthly income
               during the annuitant's life. Variations provide for guaranteed
               payments for a period of time.

          5.   Joint and Last Survivor Lifetime Income Annuity. Proceeds are
               paid as monthly income during the joint annuitants' lives and
               until the last of them dies.

          6.   Lump Sum. Proceeds are paid in one sum.

       GLWB RIDER

          A Guaranteed Lifetime Withdrawal Benefit ("GLWB") rider is part of
your Policy at the time of issue if the Policy issue date is on or after
November 5, 2007 and if the rider is approved in your state. The rider may be
issued in its Inactive Phase for any issue age 0 - 85. It may be issued in an
active status when the Policy Owner is age 49 years, six months and one day
("attained age 50") through age 85 years, 6 months ("attained age 85"). Active
status riders will be either in the Accumulation Phase or the Withdrawal Phase.
You may activate the rider subject to the terms and conditions stated below.

         The GLWB rider provides a withdrawal benefit that guarantees a series
of annualized withdrawals from the Policy, regardless of the Policy value, until
the death of the last Covered Person.

o        GLWB Definitions

Benefit phases are defined as:
     o    Inactive Phase. The period of time when this rider is inactive. The
          Owner chooses when to end the Inactive Phase, but it cannot end before
          the Youngest Age 50.
     o    Accumulation Phase. The period of time between the Rider Activation
          Date and the first date of the Withdrawal Phase.
     o    Withdrawal Phase. The period of time beginning with the occurrence of
          the first withdrawal as outlined in the Withdrawal Phase section,
          below.
     o    Guaranteed Phase. The period of time during which Lifetime Withdrawal
          Benefit Amount payments continue to be made, although the Policy value
          has been reduced to zero.

Benefit Base. The amount used in conjunction with a lifetime distribution factor
to determine the Lifetime Withdrawal Benefit Amount.

Covered Person(s).
     o    The Owner(s) of the Policy or;
     o    The annuitant(s) if the Owner of the Policy is a non-natural person,
          such as a trust or;
     o    The spouses at the time the joint spousal option is selected. Once the
          rider is activated, no changes to the Covered Persons will be
          permitted.

Excess Withdrawal. The portion of any withdrawal taken during the Withdrawal
Phase that makes the total of all withdrawals in a Rider Year exceed the
Lifetime Withdrawal Benefit Amount in that Rider Year.

Lifetime Withdrawal Benefit Amount ("LWBA"). The maximum amount that can be
withdrawn under this rider during a Rider Year without reducing the Benefit
Base.

Maximum Anniversary Policy Value. The highest Policy value on any Policy
Anniversary during the 10-year period after the later of the Rider Activation
Date or the most recent reset date.

Monthly Anniversary.  The same date in a succeeding month as the Policy Date.

                                       34


Premium Accumulation Value. The sum of premiums paid, accumulated at an annual
compound rate of interest for a 10-year period during the Accumulation Phase
beginning with the later of the Rider Activation Date or the most recent reset
date. The rate of interest is:
     o    5% for the Rider Year in which no withdrawal is taken
     o    0% for the Rider Year in which a withdrawal is taken
     The initial Premium Accumulation Value is determined as follows:
     o    If the Rider Activation Date is the same as the Policy date, it is
          equal to the initial premium.
     o    If the Rider Activation Date is after the Policy date, it is equal to
          the Policy value as of the Rider Activation Date.

Remaining Balance. The most recently determined Benefit Base minus the sum of
all withdrawals made since the later of the beginning of the Withdrawal Phase or
the most recent step-up of the Benefit Base. The Remaining Balance will never be
less than zero.

Rider Activation Date. The end of the Inactive Phase and the beginning of the
Accumulation Phase or the Withdrawal Phase. It must coincide with a Monthly
Anniversary and cannot occur before the Youngest Age 50.

Rider Year. For the first Rider Year, the period of time from the Rider
Activation Date to the next Policy Anniversary. Subsequent Rider Years will
coincide with Policy Years.

RMD. The required minimum distribution amount as defined by Internal Revenue
Code Section 401(a)(9) and related Code provisions. It is based on the previous
year-end Policy value of the Policy to which this rider is attached, including
the present value of additional benefits provided under the Policy and any other
riders attached to the Policy to the extent required to be taken into account
under IRS guidance.

Youngest Age.  The attained age of the youngest Covered Person.

Inactive Phase

     The following apply during the Inactive Phase:
     o    No charges for the rider will be deducted from the Policy value.
     o    No restrictions are imposed on withdrawals other than those provided
          by the base Policy.
     o    No restrictions are imposed on asset allocations other than those
          provided by the base Policy.
     o    No determinations are made of Premium Accumulation Value, Maximum
          Anniversary Policy Value, or Benefit Base as they apply to the
          benefits and provisions of the GLWB rider.

     The end of the Inactive Phase coincides with the Rider Activation Date.

o        Activation of Rider

         Rider Activation Date
         The rider will be activated on the Monthly  Anniversary  following  our
receipt of the properly completed service forms and your written consent
granting AIC discretionary authority as described in the Model Asset Allocation
program and below, but no earlier than the Youngest Age 50.

         Once the rider is activated, no Policy loans may be taken.

         Rider Charges
         The Guaranteed Maximum Charge and the Current Charge for the rider are
shown in the CHARGES section of this prospectus. Other information about the
rider charges is discussed in the CHARGES EXPLAINED section.

         Asset Allocation
         Beginning on the Rider Activation Date, the GLWB rider limits
individual transfers and future premium allocations otherwise permitted by the
Policy. By activating the rider, you agree that your Policy value will be
invested in one of certain allowable allocation models while the rider is
active, and you agree to a rebalancing schedule. The models available for use
with the GLWB rider are: Capital Growth, Moderate, Balanced, and Conservative.
You are permitted to transfer your total Policy value from one allowable
allocation model to another allowable allocation model. AIC will serve as your
investment adviser fiduciary solely for purposes of development of the asset
allocation models and periodic updates to the models or deletion of models
available under the GLWB.

         The conditions of the Model Asset Allocation Program will apply.
However, changes to your allocations outside the allowable models will terminate
the rider. Only you can select the allowable asset asset model best for you. AIC
will not make this decision for you.

         Premium payments made to the Policy value during the Accumulation Phase
and Withdrawal Phase will be credited proportionally to the Subaccounts in the
asset allocation model you have selected. All withdrawals will be deducted
proportionally from the Subaccounts in the asset allocation model.

                                       35


         We have the right to discontinue access to an allocation model. If an
allocation model will be discontinued, we will notify you within 30 days prior
to the change. If after 30 days you have not selected another allowable
allocation model, we will transfer all funds from the discontinued allocation
model to a default model as specified in the notice. You may later request to
transfer your total Policy value from the default model to any of the remaining
asset allocation models.

         We will notify you in the event any transaction you request will
involuntarily cause your GLWB rider to terminate for failure to invest according
to an allowable asset allocation model. We will require you to sign a form to
terminate your GLWB rider and request the investment option change. Until the
service form is received in good order in our office, we will not complete your
requested change.

         Continuation of Rider by Surviving Spouse for Single Life Option
         This section applies only to Policies issued as tax non-qualified, or
to Policies issued as traditional, SEP, SIMPLE, or Roth IRAs. Continuation of
the rider is not available to a surviving spouse when the single life option was
selected and the Policy was issued under a qualified plan established by the
applicable provisions of Internal Revenue Code Sections 401, 403(b) or 457.

         If the Covered Person dies during the Accumulation Phase of the rider
and if the surviving spouse of the deceased Covered Person elects to continue
the policy in accordance with its terms, the surviving spouse may elect to add
the rider for his or her life.
     a.   If the surviving spouse has not reached attained age 50, the rider
          will become inactive and will enter the Inactive Phase.
     b.   If the surviving spouse has reached attained age 50, the rider will
          continue in the Accumulation Phase and the Premium Accumulation Value
          and Maximum Anniversary Policy Value will be set equal to the Policy
          value. The charge for the rider will equal the charge in effect for
          new issues of the same rider and will not exceed the maximum charge as
          stated in the CHARGES section of this prospectus.

         If the Covered Person dies during the Withdrawal Phase, and if the
surviving spouse of the deceased Covered Person elects to continue the Policy in
accordance with its terms, the surviving spouse may continue the Policy and the
rider. The LWBA in effect on the date of the Covered Person's death will be paid
until such time that the Remaining Balance is reduced to zero. No step-up of the
Benefit Base is available after the Covered Person's death.

o        Accumulation Phase

         Reset Feature
         On each Policy Anniversary during the Accumulation Phase, the Premium
Accumulation Value will be reset to the Policy value, if it is greater.

         At the time of a reset:
          1.   A new 10-year period begins for:
               a.   Premium Accumulation Value; and,
               b.   Comparison of anniversary Policy values to determine the
                    Maximum Anniversary Policy Value.
          2.   The charge for the rider will equal the charge in effect for new
               issues of the same rider.
          3.   If the charge increases, we will notify you within 30 days prior
               to the Policy Anniversary. The charge for the rider will be
               specified in the notice and will not exceed the maximum charge as
               stated in the CHARGES section of this prospectus.
          4.   You can decline the charge increase by sending us Written Notice
               no later than 10 days prior to the Policy Anniversary. If you
               decline the charge increase, the reset feature will be suspended
               and the charge percentage will remain unchanged for the current
               Policy Year. On each subsequent Policy Anniversary during the
               Accumulation Phase you will have the option to accept any
               available reset.

         On and after each reset, the provisions of the rider will apply in the
same manner as they applied when the rider was originally activated. The
deduction of charges, limitations on withdrawals, and any future reset options
available on and after the most recent reset will again apply and will be
measured from the most recent reset.

         Withdrawals
         You are permitted one withdrawal per Rider Year during the Accumulation
Phase without initiating the Withdrawal Phase. (The withdrawal must be at least
$250 and conform to other terms in the WITHDRAWALS section of this prospectus.)
You must indicate your wish to exercise this provision at the time you request
the withdrawal. The withdrawal can be no sooner than 30 days after the Policy
Issue Date. A second request for a withdrawal in a Rider Year will automatically
transition the rider to the Withdrawal Phase as described below.

                                       36


         A withdrawal will reduce the Premium  Accumulation Value and the
Maximum Anniversary Policy Value in the same proportion that the withdrawal
amount has to the Policy value prior to the withdrawal. The Premium Accumulation
Value and Maximum Anniversary Policy Value after the withdrawal, respectively,
will be equal to (a), minus the result of multiplying (a) by the quotient of (b)
divided by (c) as shown in the following formula:

                  a - (a * (b / c))

                  where:
                  a = Premium Accumulation Value or Maximum Anniversary Policy
                      Value prior to the withdrawal;
                  b = withdrawal amount;
                  c = Policy value prior to the withdrawal
Taking a withdrawal under this provision will reduce the annual rate of interest
for the Premium Accumulation Value to 0% for the Rider Year in which the
withdrawal is taken.

o        Withdrawal Phase

         You may choose to begin withdrawal payments no sooner than 30 days
after the Policy Issue Date and no later than 60 days after the date we receive
the properly completed service form in our office.

         Benefit Base
         The Benefit Base is established at the beginning of the Withdrawal
Phase. It is not used to determine other benefits or features of the Policy or
the rider.

         The initial Benefit Base equals the greatest of the following,
determined at the beginning of the Withdrawal Phase:
         o    Policy value
         o    Premium Accumulation Value
         o    Maximum Anniversary Policy Value

         The Benefit Base is adjusted downward due to an Excess Withdrawal and
upward due to step-up or additional premium payments.

         Lifetime Withdrawal Benefit Amount
         We guarantee that you can withdraw up to the LWBA during the Withdrawal
Phase, regardless of Policy value, until the death of the last Covered Person.
Total withdrawals in a Rider Year that do not exceed the LWBA will not be
subject to withdrawal charges as provided by the base Policy and any other rider
issued with the base Policy.

         The LWBA is determined by applying the lifetime distribution factor to
the Benefit Base. The lifetime distribution factor corresponds to the Youngest
Age at the beginning of the Withdrawal Phase. The lifetime distribution factor
is established from the following schedule; it never changes once it is
established:
          o    4.0% - ages 50 through 54
          o    4.5% - ages 55 through 59
          o    5.0% - ages 60 through 64
          o    5.5% - ages 65 through 69
          o    6.0% - ages 70 through 74
          o    6.5% - ages 75 through 79
          o    7.0% - age 80 and older
At any time that the Benefit Base is adjusted, the LWBA is re-determined by
applying the lifetime distribution factor to the adjusted Benefit Base.

         You have the choice of receiving withdrawals on an annual, semi-annual,
quarterly, or monthly basis. If periodic withdrawals would be or become less
than $100, we will change the frequency of withdrawals to an interval that will
result in a payment of at least $100.

         Impact of Withdrawals on Benefit Base
         Withdrawals taken during the Withdrawal Phase may impact the Benefit
Base. Total withdrawals in a Rider Year up to the LWBA will not reduce the
Benefit Base and will not impact the LWBA. Also, if you are required to take RMD
from the Policy and the RMD exceeds the LWBA, the portion of the RMD that is
greater than the LWBA will not be treated as an Excess Withdrawal. However, any
withdrawal amount that causes total withdrawals in a Rider Year to exceed the
greater of the LWBA or the RMD will be treated as an Excess Withdrawal.

         At the time a withdrawal is taken, if the total withdrawals in a Rider
Year exceed the LWBA, the excess will be considered as an Excess Withdrawal.
Excess Withdrawals will proportionally reduce the Benefit Base. The proportional
reduction in the Benefit Base is equal to the quotient of (x) divided by the
result of subtracting (z) minus (x) from (y):

                                       37


                  _____x____
                       -
                  (y - (z - x))
                  where:
                  x = Excess Withdrawal amount with respect to LWBA;
                  y = Policy value immediately prior to the withdrawal;
                  z = total amount of the current withdrawal.
A reduction in the Benefit Base will reduce the LWBA.

         No Excess Withdrawals will be allowed when the Policy value is zero. If
an Excess Withdrawal reduces the LWBA to an amount less than $100, we will pay
the Remaining Balance in a lump sum. The rider and its benefits will be
terminated.

         Step-Up of Benefit Base
         On each Policy Anniversary during the Withdrawal Phase, we will compare
the Policy value to the Benefit Base. If the Policy value is greater than the
Benefit Base on any anniversary, we will increase the Benefit Base to equal the
Policy value and recalculate the LWBA, which will increase the LWBA.

         Additional Premiums
         Additional premium payments made during the Withdrawal Phase will:
          1.   increase the Policy value according to the provisions of the
               Policy; and,
          2.   increase the Benefit Base; and,
          3.   increase the LWBA.

         Premium payments made during the Withdrawal Phase may not exceed
$100,000 during a Policy Year without our prior approval. Premium payments will
not be accepted if the Policy value is zero.

o        Guaranteed Phase

         If a withdrawal  (including  an RMD) reduces the Policy value to zero
and at least one Covered Person is still  living,  the  following will apply:
          a.   the monthly rider charge will no longer be deducted; and,
          b.   the LWBA will be provided until the death of the last surviving
               Covered Person under a series of pre-authorized withdrawals
               according to a frequency selected by the Owner, but no less
               frequently than annually; and,
          c.   no additional premiums will be accepted; and,
          d.   no additional step-ups will occur; and,
          e.   any Remaining Balance will not be available for payment in a lump
               sum and may not be applied to provide payments under an annuity
               option; and,
          f.   the Policy and any other riders will cease to provide any death
               benefits.

o        Death Benefit

         Upon the death of the last Covered Person, the beneficiary will elect
to receive either the Death Benefit as provided by the Policy and other riders,
as applicable, or the distribution of the Remaining Balance accomplished through
the payment of the LWBA subject to the IRS regulations as relating to RMD until
such time that the Remaining Balance is zero.

         If the last surviving Covered Person dies and the Policy value is zero
as of the date of death, any Remaining Balance of the Benefit Base will be
distributed to the Beneficiary through the payment of the LWBA until such time
that the Remaining Balance is zero.

o        Termination of Rider

         Except as  otherwise  provided  under the  Continuation  of Rider by
Surviving Spouse for Single Life Option, the rider will terminate without value
on the earliest occurrence of any of the following dates:
          1.   the date of death of the last surviving Covered Person;
          2.   the date there is a change of Owner;
          3.   the date annuity payments commence under an annuity income option
               as described in the Policy;
          4.   the date an Excess Withdrawal is taken such that the LWBA is less
               than $100;
          5.   the date any asset allocation requirement is violated;
          6.   the date a loan is taken from the Policy, as applicable, during
               the Accumulation Phase or the Withdrawal Phase;
          7.   the date the Owner(s) provides us with Written Notice to
               terminate either the rider or the Policy.
If annuity payments are to commence under number 3 above at the maximum Annuity
Date, the Owner may select one of the following options:

               a.   apply the Policy value under an annuity income option
                    described in the Policy, or
               b.   receive periodic annualized payments equal to the LWBA that
                    would otherwise be determined at that time through a life
                    contingent annuity.

                                      -38-


FEDERAL INCOME TAX MATTERS

         This discussion of how federal income tax laws may affect investment in
your variable annuity is based on our understanding of current laws as
interpreted by the Internal Revenue Service ("IRS"). It is NOT intended as tax
advice. All information is subject to change without notice. We make no attempt
to review any state or local laws, or to address estate or inheritance laws or
other tax consequences of annuity ownership or receipt of distributions. You
should consult a competent tax adviser to learn how tax laws apply to your
annuity interests.

         Section 72 of the Internal Revenue Code of 1986, as amended, (the
"Code") governs taxation of annuities in general and Code Section 817 provides
rules regarding the tax treatment of variable annuities. Other Code sections may
also impact taxation of your variable annuity investment and/or earnings.

         Tax Deferrals During Accumulation Period

         An important feature of variable annuities is tax-deferred treatment of
earnings during the accumulation phase. An individual Owner is not taxed on

increases in the value of a Policy until a withdrawal occurs, either in the form
of a non-periodic payment or as annuity payments under the settlement option
selected.

         Taxation of Withdrawals
         Withdrawals are included in gross income to the extent of any allocable
income. Any amount in excess of the investment in the Policy is allocable to
income. Accordingly, withdrawals are treated as coming first from the earnings,
then, only after the income portion is exhausted, as coming from principal.

         If you make a withdrawal, not only is the income portion of such a
distribution subject to federal income taxation, but a 10% penalty may apply.
However, the penalty does not apply to distributions:
          o    after the taxpayer reaches age 59 1/2;
          o    upon the death of the Owner;
          o    if the taxpayer is defined as totally disabled;
          o    as periodic withdrawals that are a series of substantially equal
               periodic payments made at least annually for the life (or life
               expectancy) of the taxpayer or for the joint lives (or joint life
               expectancies) of the taxpayer and the beneficiary;
          o    under an immediate annuity; or
          o    under certain other limited circumstances.

         Taxation of Annuity Payments
         Earnings from a variable annuity are taxable only upon withdrawal and
are treated as ordinary income. Generally, the Code provides for the return of
your investment in an annuity policy in equal tax-free amounts over the annuity
payout period. Fixed annuity payment amounts may be excluded from taxable income
based on the ratio of the investment in the Policy to the total expected value
of annuity payments. If you elect variable annuity payments, the amount excluded
from taxable income is determined by dividing the investment in the Policy by
the total number of expected payments. The balance of each payment is taxable
income. After you recover your investment in the Policy, any payment you receive
is fully taxable. (If a variable payment is less than the excludable amount you
should contact your tax adviser to determine how to report any investment not
recovered.) The taxable portion of any annuity payment is taxed at ordinary
income tax rates.

         Taxation of Death Proceeds
         A death benefit paid under the Policy is taxable income to the
beneficiary. The rules on taxation of an annuity apply. Estate taxes may also
apply to your estate, even if all or a portion of the benefit is subject to
federal income taxes. To be treated as an annuity, a Policy must provide that:
(1) if an Owner dies: (a) on or after the annuity starting date, and (b) before
the entire interest in the Policy is distributed, the balance will be
distributed at least as rapidly as under the method being used at the date of
death, and (2) if the Owner dies before the annuity starting date, the entire
interest must be distributed within five years of death. However, if an
individual is designated as beneficiary, they may take distribution over their
life expectancy. If distributed in a lump sum, the death benefit amount is taxed
in the same manner as a full withdrawal. If the beneficiary is the surviving
spouse of the Owner, it is possible to continue deferring taxes on the accrued
and future income of the Policy until payments are made to the surviving spouse.


                                      -39-


         Tax Treatment of Assignments and Transfers
         An assignment or pledge of an annuity Policy is treated as a
withdrawal. Also, the Code (particularly for tax-qualified plans) and ERISA in
some circumstances prohibit such transactions, subjecting them to income tax
penalties and additional excise tax. Therefore, you should consult a competent
tax adviser if you wish to assign or pledge your Policy.

         Tax Treatments by Type of Owner
         A Policy held by an entity other than a natural person, such as a
corporation, estate or trust, usually is not treated as an annuity for federal
income tax purposes unless annuity payments start within a year. The income on

such a Policy is taxable in the year received or accrued by the Owner. However,
this rule does not apply if the Owner is acting as an agent for an individual or

is an estate that acquired the Policy as a result of the death of the decedent.
Nor does it apply if the Policy is held by certain qualified plans, is held
pursuant to a qualified funding trust (structured settlement plan), or if an
employer purchased the Policy under a terminated qualified plan. You should
consult your tax adviser before purchasing a Policy to be owned by a non-natural
person.

         Annuity Used to Fund Qualified Plan
         The Policy is designed for use with various qualified plans.
         o Tax Sheltered Annuities, Code Section 403(b);
         o Individual Retirement Annuities (IRAs), Code Section 408(b);
         o Simplified Employee Pension (SEP IRA), Code Section 408(k);
         o Savings Incentive Match Plans for Employees (SIMPLE IRA), Code
           Section 408(p); and
         o Roth IRAs, Code Section 408A.

         The Policy  will not  provide  additional  tax  deferral  benefits if
it is used to fund a qualified plan. However, Policy features and benefits other
than tax deferral may make it an appropriate investment for a qualified plan.
You should review the annuity features, including all benefits and expenses,
prior to purchasing a variable annuity. Tax rules for qualified plans are very
complex and vary according to the type and terms of the plan, as well as
individual facts and circumstances. Each purchaser should obtain advice from a
competent tax advisor prior to purchasing a Policy issued under a qualified
plan.

         The Company reserves the right to limit the availability of the Policy
for use with any of the plans listed above or to modify the Policy to conform to
tax requirements. Some retirement plans are subject to requirements that we have
not incorporated into our administrative procedures. Unless we specifically
consent, we are not bound by plan requirements to the extent that they conflict
with the terms of the Policy.

         On July 26, 2007, the Internal  Revenue Service ("IRS")  published new
regulations for tax sheltered annuity contracts under Internal Revenue Code
Section 403(b). While most of these provisions will become effective January 1,
2009, the new regulations on tax-free exchanges of contracts became effective
September 24, 2007. The new 403(b) regulations allow for the exchange of annuity
contracts if the plan sponsor (employer) and the contract provider (insurance
company) agree to share certain information. This contrasts with prior rules,

when a contract Owner (employee) and the insurer(s) could complete an exchange
without directly involving the plan sponsor.

         Therefore, Ameritas is suspending 403(b) exchanges (both incoming and
outgoing) and 403(b) trustee-to-trustee transfers until we have an information
sharing agreement with the 403(b) plan sponsors that is consistent with the new
regulations. We will follow the IRS Regulations to help assure that the steps we
and your plan sponsors take will maintain the tax-deferred nature of your 403(b)
contract. If you must discontinue your 403(b) annuity while exchanges are
suspended, you may submit paperwork to initiate a withdrawal or a rollover to an
IRA or to another qualified plan, if a distributable event has occurred (such as
attainment of age 59 1/2, severance from employment, death, disability, or
qualified reservist distribution and circumstances allow). Our service center is
available to assist you with any of your contract needs.

         Tax Impact on Account Value
         Certain Policy credits are treated as taxable "earnings" and not
"investments" for tax purposes. Taxable earnings are considered paid out first,
followed by the return of your premiums (investment amounts). In addition,
taxation order generally considers the last premium withdrawn first ("last-in,
first-out").


                                      -40-


MISCELLANEOUS

         ABOUT OUR COMPANY


         Ameritas Life Insurance Corp. issues the Policy described in this
prospectus and is responsible for providing each Policy's insurance and annuity
benefits. Prior to May 1, 2007, AVLIC issued the Policy. Effective May 1, 2007,
AVLIC merged with and into Ameritas ("Merger"). AVLIC was a wholly-owned
subsidiary of Ameritas. On the date of the Merger, Ameritas Life Insurance Corp.
acquired from AVLIC all of AVLIC's assets, and became directly liable for
AVLIC's liabilities and obligations with respect to all policies issued by AVLIC
then outstanding.

         The Merger was approved by the boards of directors of Ameritas and
AVLIC. The Merger also received regulatory approval from the State of Nebraska
Department of Insurance, the state of domicile of Ameritas and AVLIC. The Merger
did not affect the terms of, or the rights and obligations under a Policy issued
by AVLIC prior to May 1, 2007, other than to reflect the change to the company
that guarantees the Policy benefits from AVLIC to Ameritas. Owners of such
Policies received an endorsement from Ameritas that reflected the change from
AVLIC to Ameritas. The Merger also did not result in any adverse tax
consequences for any Policy Owners.

         Ameritas is a stock life insurance company organized under the
insurance laws of the State of Nebraska, in business since 1887. We are an
indirect wholly owned subsidiary of UNIFI Mutual Holding Company. Our address is
5900 "O" Street, Lincoln, Nebraska, 68510. (See the TABLE OF CONTENTS page of
this prospectus, or the cover page or last page for information on how to
contact us.)


         We are engaged in the business of issuing life insurance and annuities,
group dental and vision insurance, retirement plans and 401(k) plans throughout
the United States (except New York). The UNIFI companies are a diversified
family of financial services businesses offering the above-listed products and
services as well as mutual funds and other investments, financial planning,
banking, and public financing.

         DISTRIBUTION OF THE POLICIES

         Ameritas Investment Corp. ("AIC"),  5900 "O" Street,  Lincoln,
Nebraska 68510, is the principal underwriter of the Policies. AIC is a direct
majority-owned subsidiary of Ameritas. AIC enters into contracts with various
broker-dealers ("Distributors") to distribute Policies. All persons selling the
Policy will be registered representatives of the Distributors, and will also be
licensed as insurance agents to sell variable insurance products. AIC is
registered with the Securities and Exchange Commission as a broker-dealer and is
a member of the National Association of Securities Dealers, Inc. Commissions
paid to all distributors may be up to a total of 7.5% of premiums. We may also
pay other distribution expenses, marketing support allowances, conference
sponsorship fees and production incentive bonuses. The list of broker-dealers to
whom we pay conference sponsorship fees (typically ranging from $10,000 to
$25,000) and marketing support allowances may change from time to time, but in
calendar year 2007 the list included the following firms: Harbour Investments,
Investacorp, Inc., and Cullum & Burks. These distribution expenses do not result
in any additional charges under the Policy other than those described in this
prospectus' CHARGES EXPLAINED section.

         VOTING RIGHTS

         As a Policy Owner, you may have voting rights in the portfolios whose
shares underlie the Subaccounts in which you are invested. You will receive

proxy material, reports, and other materials relating to each underlying
portfolio in which you have voting rights. If you send us written voting
instructions, we will follow your instructions in voting the Portfolio shares
attributable to your Policy. If you do not send us written instructions, we will
vote the shares attributable to your Policy in the same proportions as we vote
the shares for which we have received instructions from other Policy Owners. We
will vote shares that we hold in the same proportions as we vote the shares for
which we have received instructions from other Policy Owners. It is possible

that a small number of Policy Owners can determine the outcome of a voting
proposal. The underlying portfolios may not hold routine annual shareholder
meetings.

         LEGAL PROCEEDINGS

         As of the date of this prospectus, there are no proceedings affecting
the Separate Account, or that are material in relation to our total assets.


                                      -41-


                                OTHER INFORMATION

A registration statement has been filed with the SEC under the Securities Act of
1933, as amended, with respect to the Policy described in this Statement of
Additional Information. Not all information set forth in the registration
statement is addressed in the Policy prospectus or this Statement. For a
complete description of the terms of the registration, refer to the documents we
file with the SEC. They may be accessed on the SEC's Web site at www.sec.gov,
select "Filings" and type in "Ameritas" or you may review and copy it (for a
fee) at the SEC's Public Reference Room in Washington D.C. (Call the SEC at
1-800-SEC-0330 for details and public hours.)


                          SERVICE MARKS AND COPYRIGHTS

"Ameritas" and the bison symbol, "Overture Accent!," "Overture Acclaim!," and
"Overture Medley" are registered service marks of Ameritas Life Insurance Corp.
The Policies and Policy prospectuses are copyrighted by Ameritas Life Insurance
Corp.
                               LICENSING AGREEMENT

The Policy is not sponsored, endorsed, sold or promoted by Standard & Poor's, a
division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation
or warranty, express or implied, to the owners of the Policy or any member of
the public regarding the advisability of investing in securities generally or in
the Policy particularly or the ability of the S&P 500 Index to track general
stock market performance. S&P's only relationship to the Licensee ("Ameritas")
is the licensing of certain trademarks and trade names of S&P and of the S&P 500
Index which is determined, composed and calculated by S&P without regard to the
Licensee or the Product. S&P has no obligation to take the needs of the Licensee
or the owners of the Policy into consideration in determining, composing or
calculating the S&P 500 Index. S&P is not responsible for and has not
participated in the determination of the prices and amount of the Policy or the
timing of the issuance or sale of the Product or in the determination or
calculation of the equation by which the Policy is to be converted into cash.
S&P has no obligation or liability in connection with the administration,
marketing or trading of the Policy.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE POLICY, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                              FINANCIAL STATEMENTS

Our financial statements follow this page of this Statement. They bear only on
our ability to meet our obligations under the Policy, and should not be
considered as bearing on the investment performance of the assets held in the
Separate Account.

AMERITAS VARIABLE SEPARATE ACCOUNT VA-2      STATEMENT OF ADDITIONAL INFORMATION
                                     SAI:6