DESCRIPTION OF PRINCIPAL LIFE INSURANCE COMPANY'S ISSUANCE,
        TRANSFER AND REDEMPTION PROCEDURES FOR POLICIES PURSUANT TO RULE
          6e-3(T)(b)(12)(iii) UNDER THE INVESTMENT COMPANY ACT OF 1940

This document sets forth the information called for under Rule
6e-3(T)(b)(12)(iii) under the Investment Company Act of 1940 (1940 Act). Rule
6e-3(T)(b)(12)(iii) provides exemptions from sections 22(c), 22(d), 22(e) and
27(c)(1) of the 1940 Act, and Rule 22c-1 thereunder, for issuance (including
face amount increase), transfer and redemption procedures under Principal
Variable Universal Life Accumulator (the Policy). To qualify for the exemptions,
procedures must be reasonable, fair and not discriminatory (i) to the interests
of the affected policyowners and (ii) for all other holders of policies of the
same class or series funded by the Separate Account, and (iii) the procedures
must be disclosed in the registration statement filed by the Separate Account.

Principal Life Insurance Company believes its procedures meet the requirements
of Rule 6e-3(T)(b)(12)(iii), as described below.

1.   Purchases and Related Transactions

     Set out below is a summary of the major contract provisions and
     administrative procedures relating to purchase transactions. Because of the
     insurance nature of the policy, the purchase procedures differ in certain
     significant respects from the purchase procedures for mutual funds and
     variable annuity contracts.

   (a) Application and Policy

     To purchase a Policy, a completed application, including any required
     supplements, must be submitted to the Company through the agent or broker
     selling the Policy. The Company generally will not issue policies to
     persons over age 85 for regularly underwritten Policies. Applicants must
     furnish satisfactory evidence of insurability. Acceptance is subject to the
     Company's insurance underwriting guidelines and suitability rules and
     procedures. The Company reserves the right to reject any application or
     related premium if, in its view, its insurance underwriting guidelines and
     suitability rules and procedures are not satisfied.

     The minimum face amount for issue of a Policy is $100,000. The Company
     reserves the right to revise its rules from time to time to specify either
     a higher or lower minimum face amount.

     The "Policy Date" is the date the Company issues a Policy. Policy years and
     anniversaries will be determined from the Policy Date regardless of when a
     Policy is delivered. Each Policy also has an Effective Date. The Policy
     Date and the Effective Date will be the same unless (i) a backdated Policy
     Date is requested, (ii) the Policy is applied for on a cash on delivery
     basis (the effective date is the date on which at least the monthly poilicy
     charge is received), or (iii) additional premiums or application amendments
     are required (the effective date is the date on which any application
     amendments have been received, reviewed, and accepted in the Company's home
     office). The Company does not date Policies on the 29th, 30th or 31st day
     of any month of the year. Policies which would otherwise be dated on these
     days will be dated on the 28th of the month. The Policy Date is shown on
     the data pages for the Policy.

     Upon specific written request of the applicant in the application and
     subject to the Company's approval, a Policy may be issued with a backdated
     Policy Date. The Policy Date may not be more than six months prior to the
     date of the application or such shorter backdating period as required by
     state law. Payment of at least the monthly policy charges is required for
     the period the Policy is backdated.

     If a payment in at least the required minimum initial premium (as shown on
     the policy illustration provided to the applicant) amount is submitted with
     the completed application, then the selling agent or broker will deliver a
     conditional receipt to the applicant acknowledging receipt of the initial
     payment and describing any interim insurance coverage and conditions. No
     insurance is in effect under a Policy until the Policy is physically
     delivered to the applicant and applicant has accepted the Policy. If the
     proposed insured dies before actual physical delivery to and acceptance of
     a Policy by the applicant, no insurance coverage exists under the Policy;
     insurance coverage, if any, will be provided solely under the terms of the
     conditional receipt, if any, given to the applicant.

     If the Company  rejects an application  or a policyowner  chooses to cancel
     the Policy during the free-look period, the Company will refund all amounts
     paid under the application or Policy.  For Policies issued in California to
     persons over age 60, the Company will return  accumulated value (also known
     as Policy  Value) upon exercise of the  free-look  privilege.  The postmark
     dates on the envelopes  delivering  the Policy and the written  request for
     cancellation  determine  whether a Policy  has been  cancelled  within  the
     designated  free-look  period.  Refunds will ordinarily be made within five
     business days after the Company  receives a Policy returned under the free-
     look  provisions.  If the  Policy is issued  and the  policyowner  does not
     exercise the free-look privilege,  the Policy Value will reflect investment
     performance from the Policy Date, including the free-look period.

(b)  Payment of Premiums

     Premiums must be paid to the Company at its home office. There is no fixed
     schedule of premium payments on a Policy either as to the amount or timing
     of the payments. A Policy will remain in force as long as the Policy Value,
     less any loans and unpaid loan interest, is sufficient to pay the Monthly
     Policy Charges (defined in section (d) below) on the Policy.

     A policyowner may select a planned periodic premium schedule, within the
     limits set forth below, to fit the policyowner's insurance needs and
     financial abilities. Planned Periodic Premium schedules may provide for
     annual, semiannual, quarterly or monthly payments. A pre-authorized
     withdrawal allows the company to deduct premiums, on a monthly basis, from
     the policyowner's checking or other financial institution account. The
     Company will send premium reminder notices in accordance with planned
     periodic premium schedules to policyowners who are on annual, semi-annual
     or quarterly premium payment schedules. Policyowners may also make
     unscheduled premium payments to the Company at its home office, or pay by
     payroll deduction where allowed by law and approved by the Company.

     (i)  Initial Premiums

         To apply for a Policy, a completed application, including any required
         supplements, must be submitted to the Company through the agent or
         broker selling the Policy. If interim coverage is desired, a payment of
         at least the required minimum initial premium must be submitted along
         with the completed application and any required supplements. The
         required minimum initial premium amount is shown on the policy
         illustration provided to the applicant.

     (ii) Maximum Premiums

         We will refund premiums paid that would disqualify the Policy as "life
         insurance" under Internal Revenue Code Section 7702, as amended. Unless
         the policyowner directs otherwise, we will refund any premiums that
         would make the Policy a modified endowment contract as defined in
         Internal Revenue Code Section 7702A, as amended.

     (iii) Evidence of Insurability

         If any premium payment would increase a Policy death benefit by more
         than it increases the Policy Value, the Company reserves the right to
         refund the premium payment. If the premium payment is not refunded, the
         Company may require satisfactory evidence of insurability under the
         Company's current underwriting guidelines before accepting any such
         premium.

(c)  Allocation of Premiums

     The first premium is due on the Policy Date. This initial premium, net of
     deductions for the premium expense charge (the charge for any sales charge,
     state and local premium taxes and federal taxes), is allocated to the Money
     Market Division of the Separate Account at the end of the Valuation Period
     during which the Company receives the premium payment. Any additional
     premium payments received during the period ending 20 days after the
     Effective Date, less premium expense charge, will be allocated to the Money
     Market Division at the end of the Valuation Period during which such
     premiums are received. On the 21st day after the Effective Date, Policy
     Value held in the Money Market Division is automatically transferred to the
     Divisions of the Separate Account or to the Fixed Account, or both, in
     accordance with the policyowner's direction for allocation of premium
     payments.

     The allocation percentages for each Division and the Fixed Account must be
     zero or a whole number, with the sum of the percentages equal to 100. The
     policyowner may change the allocation upon delivery to the Company of
     written notice or other notice approved by the Company in advance. No fee
     or penalty is charged for changes of allocation. New allocation percentages
     will be effective as of the end of the Valuation Period in which the
     Company receives the policyowner's request in proper form.

(d)  Monthly Policy Charges

     The Company deducts a Monthly Policy Charge from the Policy Value. The
     monthly Policy charge is equal to the cost of insurance plus the cost of
     additional benefits provided by riders, if any, plus the monthly
     administration charge plus the current asset based charge in effect on the
     Monthly Date (the day of the month which is the same as the day of the
     Policy Date). The cost of insurance charge, which is calculated on each
     Monthly Date, is based on age at issue and adjustment, duration since issue
     and adjustment, smoking status and risk classification of the insured. The
     monthly cost of insurance may also be based on gender of the insured except
     for policies issued in states which require unisex pricing or in connection
     with employment insurance and benefit plans not based on the gender of the
     insured. Current monthly cost of insurance rates will be determined by the
     Company based on its expectations as to future investment earnings,
     expenses, mortality and persistency experience. Cost of insurance rates
     will never be greater than the maximum charge based on the 1980 Smoker and
     Nonsmoker Commissioners Standard Ordinary Mortality Tables, age last
     birthday. The cost of insurance rate for an underwritten face amount
     increase is based on the same factors described in this paragraph.

(e)  Change in Face Amount

     A policyowner may make a written request to increase the face amount of a
     Policy at any time, so long as the Policy is not in a grace period and
     premiums are not being waived under a rider. A policyowner may make a
     written request to decrease the face amount at any time on or after the
     second Policy anniversary so long as the Policy is not in a grace period
     and premiums are not being waived under a rider. Any written request for
     adjustment of face amount is subject to these additional conditions:

         (i) Any request for an increase in face amount must be applied for by a
         supplemental application and an adjustment application, signed by the
         policyowner and the insured, and shall be subject to evidence of
         insurability satisfactory to the Company under its underwriting
         guidelines then in effect. The minimum increase in face amount is
         $50,000. The age of the insured must be 85 or less at the time of the
         request.

         (ii) A request for a decrease in face amount must be applied for by an
         adjustment application, signed by the policyowner and the insured, and
         may not reduce the face amount of the Policy below $100,000.

         (iii) Any increase in face amount will be in a risk classification the
         Company determines.

         (iv) Any adjustment approved by the Company will become effective on
         the Monthly Date that coincides with or next follows the Company's
         approval of the request.

     If a payment in an amount equal to or greater than the conditional receipt
     premium deposit is submitted with the adjustment application, then a
     conditional receipt is given to the policyowner reflecting receipt of the
     payment and outlining any interim insurance coverage provided by the
     conditional receipt. The payment submitted with the adjustment application
     will be considered a premium payment for the Policy and will be allocated
     as set out in paragraph (c) above.

     Any increase in face amount will carry its own free-look period and
     exchange right, which will apply only to the increase in face amount, not
     the entire Policy. If a face amount increase is canceled during its
     free-look period, the Company will restore to the Policy Value an amount
     equal to all Monthly Policy Charges attributable to the increase in face
     amount (including rider costs arising from the increase). The amount
     restored will be allocated among the Divisions of the Separate Account or
     the Fixed Account, or both, as if it were a Net Premium. This restoration
     will be made within five business days after the Company receives timely
     request for cancellation on the appropriate form. In addition, the
     surrender charge will be adjusted, if necessary, so that it will be as
     though no increase in face amount had occurred.

(f)  Exchange Right

     During the first 24 months following any Effective Date on a Policy, the
     policyowner may exercise the exchange right provided that the Policy is not
     in a grace period. Exercise of the exchange right means the policyowner
     makes an irrevocable, one-time election to transfer all value from the
     Divisions of the Separate Account to the Fixed Account.

(g)  Reinstatement

     If the Policy lapses, the policyowner may reinstate the Policy subject to
     certain conditions.

     If the policy terminates due to expiration of the grace period but has not
     been surrendered, the policyowner may apply for reinstatement any time
     within three years of termination. Conditions for reinstatement are:

     (i)  Reinstatement is prior to the maturity date;

     (ii) Not more than three years have elapsed since the policy terminated;

     (iii) The insured is alive;

     (iv) Company  receives  satisfactory  proof of insurability  based upon the
          Company's current insurance underwriting guidelines;

     (v)  Payment  of any policy  loans and unpaid  loan  interest  existing  at
          termination;

     (vi) Payment as defined in (A) or (B) below.

     A.   If the policy  lapses in the first five Policy  years,  payment of the
          greater of:

          (1)  Three  monthly  Policy  charges  divided by (1 minus the  maximum
               Premium Expense Charge); or
          (2)  Three no lapse guarantee monthly premiums.

B.   If the Policy  lapses  after the first  five  policy  years,  payment of an
     amount not less than 1 plus 2 where:

     (1)  Is the  amount by which the  surrender  charge is more than the Policy
          Value on the Monthly Date on or preceding the grace period, and
     (2)  Three monthly Policy Charges  divided by (1 minus the maximum  premium
          or Expense Charge).

Reinstatement will be effective on the Monthly Date next following the Company's
approval of the reinstatement application.

The Policy Date of the Policy will remain the original  Policy  Date.  Surrender
Charges following  reinstatement  will resume at the rate charged at the time of
the Policy's  termination.  Upon reinstatement,  new Data Pages are delivered to
the policyowner.

(h)  Repayment of Loan and Loan Interest

     A policy loan may be repaid in whole or in part at any time while the
     Policy is in force. Loan repayments will be applied at the end of the
     Valuation Date that payment is received in the home office. If the
     policyowner does not designate a payment as a premium payment, or if the
     Company cannot identify it as a premium payment, the Company will apply
     payments received as loan repayments if a loan is outstanding. When a loan
     repayment is made, Policy Value equal to the loan repayment will be
     allocated among the Divisions of the Separate Account and the Fixed Account
     in the proportion currently designated by policyowner for allocation of
     premium payments. Unless the Company is instructed otherwise, the balance
     of a payment not needed to repay a loan, less the Premium Expense Charge,
     will be applied to the Divisions of the Separate Account and the Fixed
     Account according to the premium allocation then in effect.

(i)  Misstatements of Age or Gender

     If the age or gender of the insured has been misstated in an application,
     the death benefit under the Policy will be the Policy Value plus the amount
     which would be purchased by the most recent mortality charge at the correct
     age and gender, if applicable.

2. Redemptions and Related Transactions

     Set out below is a summary of the major contract provisions and
     administrative procedures relating to redemption transactions. Because of
     the insurance nature of the contract, the procedures differ in certain
     significant respects from procedures for mutual funds and annuity contract
     plans.

     (a)  Surrenders

     So long as the Policy is in effect, a policyowner may elect to surrender
     the Policy and receive its net surrender value. Net surrender value is
     determined by the Company as of the date it receives the policyowner's
     written surrender request.

     After the first Policy Year and so long as a Policy is in effect,
     policyowner may request a partial surrender from the net surrender value.
     No more than two surrender requests are permitted in any Policy Year. The
     minimum partial surrender is shown on current Data Pages for a Policy; the
     maximum partial surrender amount in a Policy Year is 75 percent of the net
     surrender value as of the date of the first partial surrender in any Policy
     Year. There is a surrender charge as shown on the Data Pages. A partial
     surrender will be processed effective the date written request is received
     in the home office of the Company.

     The Policy Value is reduced by the amount of the partial surrender plus any
     surrender charges. If the Option 1 death benefit is in effect at the time
     of a partial surrender, then the Policy's Face Amount is reduced by the
     amount of the partial surrender and the transaction charge total. If Option
     3 death benefit has been selected, the total Face Amount may be reduced by
     the amount of the partial surrender if the total partial surrenders (in a
     Policy Year) exceed the premiums paid. Any reduction of Total Face Amount
     will be made on a last in, first out basis. The resulting Policy Face
     Amount must be not less than the greater of $100,000, or the minimum Policy
     Face Amount shown on the current Data Pages. The minimum amount of a
     partial surrender is $500. Proceeds will ordinarily be paid within five
     business days from the date of receipt of a written request at the
     Company's home office.

     A policyowner may designate the amount of the partial surrender to be
     withdrawn from each of the Divisions and the Fixed Account. If no
     designation is made, the amount of the partial surrender and the surrender
     charge will be withdrawn in the same proportion as allocation instruction
     in effect for the Monthly Policy Charge.

     During the first ten years of a Policy, a surrender charge will be assessed
     in connection with total surrender or termination of a Policy. In addition,
     each Policy face increase carries it own set of ten-year surrender charges,
     causing any total surrender made after an adjustment date to be subject to
     a composite surrender charge. Surrender charges following a Policy's
     reinstatement commence at the rate in effect at the time of the Policy's
     termination. A policyowner will not be assessed the surrender charge if
     total surrender or termination of the Policy occurs after the first ten
     Policy years or ten years following an adjustment date.

   (b) Benefit Claims

     (i)  Death Proceeds

          The  Company  will pay death  proceeds  to the named  beneficiary(ies)
          after it receives  notice and proof that the  insured  died before the
          maturity  date shown on the current  Data  Pages.  The amount of death
          proceeds is

          (i)  death benefit under a death benefit option described below plus


          (ii) proceeds from any benefit rider to the Policy, minus


          (iii)any policy  loan or unpaid  loan  interest  and  overdue  Monthly
               Policy Charge

     Death benefit proceeds are determined as of the insured's date of death, or
     on the next following Valuation Date if the date of death is not a
     Valuation Date. Benefit claims will ordinarily be paid within five business
     days after all necessary claim requirements are received.

     The Company will pay interest from the date of the insured's death to the
     date of payment or application under a benefit option at a rate determined
     by the Company, but not less than required by state law. The Company offers
     beneficiaries and policyowners a wide variety of settlement options.


     (ii) Death Benefit Options

     The Policy provides three death benefit options the policyowner designates
     the death benefit option in the application.

                  (A) Death Benefit Option 1: The death benefit is the greater
                  of the Policy's Total Face Amount or the Policy Value on the
                  date of death multiplied by the applicable percentage as
                  determined by the then effective tax corridor percentage table
                  as shown in the Policy.

                  (B) Death Benefit Option 2: Death benefit is the greater of
                  the Policy's Total Face Amount plus its Policy Value on the
                  date of death, or the amount of the Policy Value on date of
                  death multiplied by the applicable percentage in the tax
                  corridor table as shown in the Policy.

                  (C) Death Benefit Option 3: The death benefit equals the
                  greater of (1) the Total Face Amount plus premiums paid less
                  partial surrenders, or (2) the amount found by multiplying the
                  Policy Value by the applicable percentages.

     (iii)The amount of the  benefit  payable at  maturity  is the Policy  Value
          less any policy loans and unpaid loan  interest on the maturity  date.
          This  benefit will only be paid if the insured is living on the policy
          maturity  date.  The  Policy  will  mature on the  policy  anniversary
          following the birthday on which the insured reaches age 100.

(c)  Policy Loans

     As long as the Policy remains in force and the Policy has net surrender
     value, a policyowner may borrow money from the Company using the Policy as
     the only security for the loan. The maximum amount that may be borrowed is
     90 percent of the net surrender value of the Policy as of the date a loan
     request is processed at the Company's home office. The minimum loan amount
     is $500.

     Proceeds of policy loans ordinarily will be disbursed within five business
     days from the date of written request for a loan at the Company's home
     office.

     When a policy loan is taken, a portion of the Policy Value equal to the
     amount of the loan will be transferred to the Loan Account from the
     Divisions and the Fixed Account in the proportions requested by the
     policyowner. The Loan Account is that part of the Policy Value that
     reflects the value transferred to the General Account from the Fixed
     Account, Separate Account, or both, as collateral for a Policy Loan. A
     Policy's Loan Account is part of the Company's General Account. If no
     request for allocation of the loaned amount is made by the policyowner, the
     loan amount will be withdrawn from the Divisions and the Fixed Account in
     the same proportion as the allocation used for the most recent Monthly
     Policy Charge.

     Any loan interest that is due and unpaid will be transferred in the same
     manner as described above for policy loans. The Loan Account will earn
     interest at four (4) percent per year. On each Policy Anniversary, if there
     has been a loan repayment, this credited interest is transferred from the
     Loan Account to the Divisions of the Separate Account and the Fixed Account
     in the proportion currently designated by a policyowner for the allocation
     of premium payments.

     Loan Interest Charges

     The Company will charge interest on any unpaid policy loan. Interest
     accrues daily at an effective annual interest rate of 5.5 percent during
     the first 10 Policy Years and 3.8 percent thereafter. Interest is due and
     payable at the end of each Policy Year. Any interest not paid when due is
     added to the loan principal and bears interest at the rate then in effect
     on the Policy. Adding unpaid interest charges to loan principal will cause
     additional amounts to be redeemed from the Divisions and/or the Fixed
     Account in the same manner as described above for loans.

     Repayment of Loans

     Policy loans may be repaid in part or in full as long as the policy is in
     force. Upon repayment, the Policy Value securing the repaid portion of the
     loan in the Loan Account will be transferred to the Divisions of the
     Separate Account and the Fixed Account, applying the same percentages
     currently in effect for the allocation of premium payments.

     Any unpaid policy loans and loan interest charges are subtracted from death
     or maturity proceeds. Any payment sent to the Company without directions as
     to application will be applied first to repay any outstanding policy loans.

(d)  No Lapse Guarantee, Policy Termination and Grace Period

     (i)  No Lapse Guarantee

          If the Net  Surrender  Value  on any  Monthly  Date is less  than  the
          Monthly Policy Charge,  the Company will notify the  policyowner and a
          61-day grace period will begin. The Company guarantees the policy will
          stay in force  during  the  first 5 Policy  Years  when (1 minus 2) is
          greater than or equal to 3, where:

          1.   Is the sum of premiums paid;

          2.   Is the sum of all existing loans,  loan interest  accrued and not
               paid, and partial surrenders; and

          3.   Is the sum of the no lapse guarantee  monthly  premiums since the
               Policy Date to the most recent Monthly Date.

          The no lapse  guarantee  monthly  premium is shown on the current Data
          Pages.

     (ii) Grace Period

          The 61-day  grace  period  begins when the  Company  mails a notice of
          impending  policy  termination  to the  policyowner at his or her last
          known post office address.

          If  sufficient  payment  per the  notice is not made by the end of the
          grace  period,  the policy  terminates as of the date the first unpaid
          Monthly Policy Charge was due.

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

     (iii) Termination

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

          1.   When the policy is surrendered in full;

          2.   When the death proceeds are paid;

          3.   When the maturity proceeds are paid; or

          4.   When the grace  period  ends as  described  in the  Grace  Period
               provision.  In this case,  the privileges and rights of the owner
               terminates  as of the  Monthly  Date on which  the  grace  period
               began.

(e)  Suicide

     The Policy's death proceeds will not be paid if the insured dies by
     suicide, while sane or insane, within two years from the Policy Date or two
     years from the date of any increase in face amount. In the event of suicide
     within the two-year period, the only liability of the Company will be a
     refund of premiums paid, without interest, less any policy loans, any
     partial surrenders, and any surrender charges. This amount will be paid to
     the beneficiary(ies).

(f)  Payments; Deferment

     The Company usually pays total or partial surrenders, policy loans, or
     maturity proceeds within five Valuation Days after it receives notice. The
     Company will pay death benefits within five Valuation Days after it
     receives proof at its home office of the insured's death and its completed
     death claim forms. The Company reserves the right to delay payment of the
     Fixed Account Value for up to six months after it receives notice of any
     surrender.

     The Company may not be able to determine the value of the Divisions of its
     Separate Account if:

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

         (ii) The Securities and Exchange Commission by order permits
         postponement for the protection of policyowners; or

         (iii) The Securities and Exchange Commission requires that trading be
         restricted or declares an emergency, as a result of which disposal of
         securities is not reasonably practicable or it is not reasonably
         practicable to determine the net asset values of the Separate Account
         assets.

         If any of the three above events occur, the Company has the right to
         defer:

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

          2.   Payment of any Policy Loans;

          3.   Determination of the Unit Values of the Divisions;

          4.   Any requested transfers between the Divisions; and

          5.   Application of death proceeds or surrender proceeds under a Death
               Benefit option.

         In the event of such deferment, the amount of surrender, transfer or
         policy loan will be determined the first Valuation Date following
         expiration of the permitted deferment. The death or maturity proceeds,
         surrender or policy loan will be made within five Valuation Days
         thereafter.

3.   Transfers

     (a)  Transfers Allowed

          A policyowner  may transfer  amounts between the Fixed Account and the
          Divisions  as provided  below.  To request a transfer,  Notice must be
          given to the  Company.  If the Company  receives  Notice  prior to the
          close of the New York Stock Exchange,  the transfer is made a value is
          determined as of that day.  Requests  received  after the close of the
          New York Stock Exchange will be processed and values  determined as of
          the next Valuation  Day. The Company  reserves the right to not accept
          transfer requests from someone  requesting them for multiple contracts
          for which  they are not the  owner  and to  modify or revoke  transfer
          privileges.

     (b)  Transfers From Fixed Account

          A  policyowner  may  transfer  amounts  from the  Fixed  Account  to a
          Division by making  either  scheduled or  unscheduled  transfers  (not
          both)  during  the  same  Policy  Year,   subject  to  the   following
          conditions:

          UNSCHEDULED FIXED ACCOUNT TRANSFERS - One unscheduled  transfer may be
          made from the Fixed Account each Policy Year, as follows:

          1.   Notice must be delivered to the Company  within 30 days following
               either the Policy Date or any policy anniversary.

          2.   The Notice must  specify the dollar  amount or  percentage  to be
               transferred,  which  must be at  least  the  minimum  unscheduled
               transfer  amount  shown on the  current  Data  Pages  and may not
               exceed 25 percent of the Policy's  Fixed  Account value as of the
               later of the Policy Date or the last policy anniversary. However,
               if the Fixed  Account  Value is less than $1,000,  100 percent of
               the Fixed Account Value may be  transferred  within 30 days after
               the first and following policy anniversaries.

          SCHEDULED FIXED ACCOUNT TRANSFER - (Dollar Cost Averaging) - Scheduled
          transfers  may be made on a monthly  basis  from the Fixed  Account as
          follows:

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

          2.   The Policy Fixed  Account  value must equal or exceed the minimum
               scheduled  transfer value shown on the current Data Pages,  which
               amount  may be  changed  by the  Company  but will  never  exceed
               $10,000.

          3.   The  monthly  transfer  will be the dollar  amount or  percentage
               specified by policyowner and that amount must equal or exceed the
               minimum  scheduled  transfer  amount  shown on the  current  Data
               Pages. The monthly amount  transferred cannot exceed 2 percent of
               the Fixed Account Value as of the latest of the Policy Date, last
               policy anniversary, or date request is received by the Company.

          4.   The transfers will continue until the Fixed Account value is zero
               or the policyowner directs the Company.

          5.   The dollar amount or percentage of the scheduled transfers may be
               changed once each Policy Year by providing Notice to the Company.

          6.   If the scheduled transfers are stopped,  they may not start again
               until six months after the date of the last scheduled transfer.

     (c)  Transfers from Divisions

               Transfers may be made from a Division to either the Fixed Account
               or another  Division by making either a scheduled or  unscheduled
               Division transfer, subject to the following conditions.

          Transfers to the Fixed Account are allowed only if:

               1.   No  transfer  has been made from the  Fixed  Account  for at
                    least six months; and

               2.   The Fixed Account value  immediately after the transfer does
                    not  exceed  $1,000,000,  except  with the  Company's  prior
                    approval.

          UNSCHEDULED  DIVISION  TRANSFERS -  Unscheduled  transfers may be made
          from a Division  provided the policyowner  specifies the dollar amount
          or percentage to transfer  from each  Division,  and the amount of the
          transfer  must equal or exceed the lesser of the value of the Division
          or the minimum  scheduled  transfer  amount  shown on the current Data
          Pages.

          SCHEDULED  DIVISION  TRANSFERS - (Dollar  Cost  Averaging) - Scheduled
          transfers from a Division are permitted as follows:

          1.   Transfers will begin on the date specified,  other than the 29th,
               30th or 31st.

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

          3.   The  policyowner  must specify the dollar amount or percentage to
               transfer  from each Division and that amount must equal or exceed
               the  lesser  of the  value  of  those  Divisions  or the  minimum
               scheduled transfer amount shown on the current Data Pages.

          4.   The value of each  Division  from which  transfers  are made must
               equal  or  exceed  the  minimum   Division  value  for  scheduled
               transfers shown on the current Data Pages.

          5.   The transfers will continue until the value in the Division(s) is
               zero or the Company receives Notice to stop making the transfers.

          6.   The Company  reserves  the right to limit the number of Divisions
               from which  transfers  may be made at the same time.  In no event
               will the limit ever be less than two.

     (d)  Automatic Portfolio Rebalancing

          Automatic  portfolio   rebalancing  (APR)  permits  maintenance  of  a
          specific percentage of Policy Value in the Divisions.

          APR transfers:

          1.   Do not begin until the expiration of the free-look period.

          2.   May  be  made  on the  frequency  specified  by the  policyowner,
               subject to the following:

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

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

          3.   Do  not  begin  until  the  Company   receives  Notice  from  the
               policyowner.

          Transfers  are not  effective  until the end of the  Valuation  Period
          during  which the Company  receives  Notice.  APR is not  available if
          scheduled  transfers (dollar cost averaging) from the same Division or
          from the Fixed Account is selected.

4.   Right to Exchange  Policy and Adjustment  Computation  Required by Rule 6e-
     3(T)(b)(13)(v)(B)

     During the first 24 months  following any Effective  Date on a Policy,  the
     policyowner may exercise the exchange right provided that the Policy is not
     in a grace  period.  Exercise of the exchange  right means the  policyowner
     makes an  irrevocable,  one-time  election to  transfer  all value from the
     Divisions of the Separate Account to the Fixed Account.

5.   Statement of Value

     Each  year a  statement  will be sent to the  policyowner  which  shows the
     following:

     1.   the current death benefit;

     2.   the current Policy Value and surrender value;

     3.   all premiums paid since the last statement;

     4.   all charges since the last statement;

     5.   any Policy loans and loan interest;

     6.   any partial surrenders since the last statement;

     7.   any investment gain or loss since the last statement; and

     8.   the  total  value of each of the  policyowner's  Divisions  and  Fixed
          Account.


The Company will also send the policyowner the reports required by the
Investment Company Act of 1940.