EXHIBIT 5

                   THE UNITED STATES LIFE INSURANCE COMPANY
                            IN THE CITY OF NEW YORK

Home Office:
New York, New York

390 Park Avenue             POLICY NUMBER:
New York, NY  10022-4684
1-800-251-3720

WE WILL PAY THE DEATH BENEFIT PROCEEDS to the designated Beneficiary if the last
surviving Contingent Insured named on the Policy Schedule dies prior to the
Maturity Date and while this policy is in force. Payment will be made after We
receive due proof of the deaths of both Contingent Insureds, and will be subject
to the terms of this policy. The method for determining the amount payable is
stated in the Death Benefit Proceeds provision.

WE WILL PAY THE CASH SURRENDER VALUE of this policy to the Owner on the Maturity
Date if one or both Contingent Insureds are living on that date.  No benefits
will be paid upon the death of the first Contingent Insured.

THE DEATH BENEFIT WILL BE DETERMINED IN ACCORDANCE WITH THE DEATH BENEFIT AND
DEATH BENEFIT OPTIONS PROVISION.  THE AMOUNT OR DURATION OF THE DEATH BENEFIT
PROCEEDS AND THE ACCUMULATION VALUES PROVIDED BY THIS POLICY WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS
TO FIXED DOLLAR AMOUNT.  ACCUMULATION VALUES MAY INCREASE OR DECREASE.

The consideration for this policy is the application and payment of the first
premium. The first premium must be paid on or before delivery of this policy.

This is a JOINT AND LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY.  An adjustable Death Benefit is payable upon the LAST SURVIVING
Contingent Insured's death prior to the Maturity Date.  Investment results are
reflected in policy benefits.  ACCUMULATION VALUES are flexible and will be
based on the amount and frequency of premiums paid and the investment results of
the Separate Account.  NONPARTICIPATING - NOT ELIGIBLE FOR DIVIDENDS.

                   NOTICE OF TEN DAY RIGHT TO EXAMINE POLICY

YOU MAY RETURN THIS POLICY WITHIN 10 DAYS AFTER DELIVERY IF YOU ARE NOT
SATISFIED WITH IT FOR ANY REASON.  THE POLICY MAY BE RETURNED TO US OR TO THE
REGISTERED REPRESENTATIVE THROUGH WHOM IT WAS PURCHASED.  UPON SURRENDER OF THIS
POLICY WITHIN THE 10 DAY PERIOD, IT WILL BE DEEMED VOID FROM THE DATE OF ISSUE,
AND WE WILL REFUND THE GREATER OF: (1) ANY PREMIUMS RECEIVED BY US; OR (2) YOUR
ACCUMULATION VALUE ON THE DATE OF SURRENDER PLUS ANY CHARGES THAT HAVE BEEN
DEDUCTED.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.



/s/ Pauletta P. Cohn                  /s/ Donald W. Britton
- -----------------------------         ----------------------------------
    Pauletta P. Cohn                  Donald W. Britton
    Secretary                         President

    JOINT AND LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




                                                         INDEX

                                                                                                                  
Annual Report                                        23        Last Surviving Contingent Insured                            5
Automatic Rebalancing                                17        Maturity Date                                                3
Beneficiary and Proceeds                             19        Monthly Administration Fee                                  13
Cash Surrender Value                                 12        Owner                                                        5
Changing Your Insurance Policy                        8        Payment Options                                          20-22
     Change of Ownership or Beneficiary              20        Policy Loans                                             18-19
     Changing the Death Benefit Option                8        Policy Values                                            11-16
     Changing the Specified Amount                    8        Premium Class                                                3
Contract                                              5        Premium Expense Charge                                       6
Cost of Insurance Rate Table                         4A        Premium Payments                                             5
Date of Issue                                      3, 5        Reinstatement                                               23
Death Benefit and Death Benefit Options               7        Separate Account                                             9
Dollar Cost Averaging                                16        Specified Amount                                             8
Exchange Option                                      23        Suicide                                                     22
First Death, Notification of                          5        Surrender Charges                                           25
General Account                                      11        Surrender, Full and Partial                                 15
General Provisions                                   22        Suspension and Deferral of
Grace Period                                         14          Payments Provision                                        17
Guaranteed Minimum Death Benefit                     14        Transfer Provision                                          16
Incontestability                                     22        Valuation of Assets                                          9
Investment Advisor or                                          Valuation Dates                                             10
     Investment Objective, Change of                 10        Valuation Units                                              9
Investments of the Separate Account                   9        When This Policy Terminates                                 23


COMPANY REFERENCE.  We, Our, Us, or Company means The United States Life
Insurance Company In the City of New York.

YOU, YOUR. The words You or Your mean the Owner of this policy.

HOME OFFICE.  Our office at 390 Park Avenue, New York, New York, 10022-4684.

ADMINISTRATIVE CENTER.  Our service center to which You should direct all
request, instructions and other communications.  Our Administrative Center is
located at 2727-A Allen Parkway, Houston, Texas 77019-2191.  The mailing address
for services is P.O. Box 4880, Houston, Texas 77210-4880.  The mailing address
for any premium payments not accompanied by a billing statement is P.O.
Box 4728, Dept. L, Houston, TX 77210-4728.

WRITTEN, IN WRITING.  A written request or notice in acceptable form and
content, which is signed and dated, and received at Our Administrative Center.

PREMIUM CLASS.  One or a combination of the following terms will be used to
describe the Premium Class of this policy:

PREFERRED.  The term "Preferred" means the cost of insurance is based on the
Contingent Insured being a better than average mortality risk.

STANDARD.  The term "Standard" means the cost of insurance is based on the
Contingent Insured being an average mortality risk.

SPECIAL.  The term "Special" means an extra amount is being charged due to the
health, occupation or avocation of a Contingent Insured.

UNINSURABLE.  The term  "Uninsurable" means the Contingent Insured would not
pass the Underwriting requirements for a single life policy.

TOBACCO.   The term "Tobacco" means the cost of insurance is based on the
Contingent Insured being a user of tobacco.

NON-TOBACCO.  The term "Non-Tobacco" means the cost of insurance is based on the
Contingent Insured being a non-user of tobacco.

                                    NOTICE
                    This Policy Is A Legal Contract Between
                        The Policyowner and The Company

99206N

                                    Page 2


                                POLICY SCHEDULE

BASIC POLICY                               YEARS PAYABLE     MONTHLY COST

LAST SURVIVOR VARIABLE LIFE                     65           SEE PAGE 4B

ADDITIONAL BENEFITS PROVIDED BY RIDERS

NONE

                              SCHEDULE OF PREMIUMS

INITIAL PREMIUM:                                     $988.04
PLANNED PERIODIC PREMIUM:                            $988.04  PAYABLE ANNUALLY
MONTHLY DEDUCTION DAY:                               15TH DAY OF EACH MONTH

GUARANTED MINIMUM DEATH BENEFIT
    MONTHLY PREMIUM:                                 $82.23

MINIMUM PARITAL SURRENDER:                           $500
MINIMUM VALUE THAT MAY BE RETAINED IN A
    DIVISION AFTER A PARTIAL SURRENDER
    OR TRANSFER:                                     $500
MINIMUM DEATH BENEFIT AMOUNT (AFTER A
    DECREASE IN SPECIFIED AMOUNT):                   $100,000

DEATH BENEFIT COMPLIANCE TEST:                       CASH VALUE ACCUMULATION



ANY CHANGES IN THE AMOUNT, TIMING OR FREQUENCY OF PREMIUM PAYMENTS, ADJUSTMENTS
IN THE CREDITING OF ADDITIONAL INTEREST, ADJUSTMENTS IN MORTALITY OR EXPENSE
CHARGES, LOANS OR PARTIAL SURRENDERS TAKEN, COST OF SUPPLEMENTARY RIDERS, OR
ADJUSTMENTS TO THE DEATH BENEFIT MAY VARY THE ACCUMULATION OF CASH VALUES AND
MAY REQUIRE MORE PREMIUM TO BE PAID THAN WAS ILLUSTRATED OR MAY CAUSE THE POLICY
TO LAPSE PRIOR TO THE MATURITY DATE.



                                  POLICY DATA


CONTINGENT       INSURANCE           PREMIUM             JOINT EQUAL
INSUREDS         AGES                CLASSES             AGE

JOHN DOE         35                  PREFERRED           35
JIM DOE          35                  PREFERRED


INITIAL SPECIFIED AMOUNT:   $100,000   DEATH BENEFIT OPTION:   1
                                       DATE OF ISSUE:          FEBRUARY 15, 2000

POLICY NUMBER:    0000000000           MATURITY DATE:          FEBRUARY 15, 2065


                         THIS IS A (STATE NAME) POLICY

99206N

                                    Page 3


POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000

INTEREST RATE          CURRENT ANNUAL RATE       GUARANTEED ANNUAL RATE
     GENERAL ACCOUNT       [4.00%]                   [4.00%]

CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE CHARGES:

     DEDUCTIONS FROM THE SEPARATE ACCOUNT WILL BE MADE AT AN ANNUAL RATE NOT TO
     EXCEED THE RATES STATED BELOW.  THE ACTUAL DEDUCTION WILL BE MADE ON A
     DAILY BASIS.

    POLICY YEARS      CURRENT ANNUAL RATE      GUARANTEED ANNUAL RATE
    1-10                     [0.40%]                  [0.40%]
    11-30                    [0.20%]                  [0.20%]
    THEREAFTER               [0.10%]                  [0.10%]

EXPENSE CHARGES:

     PREMIUM TAX (IF APPLICABLE).  DEPENDING ON THE LAWS OF THE JURISDICTION IN
     WHICH THIS POLICY WAS ISSUED, AND SUBJECT TO FUTURE CHANGES IN RESIDENCE, A
     PERCENTAGE OF EACH PREMIUM MAY BE DEDUCTED FOR PREMIUM TAX.  PREMIUM TAX
     RATES ARE SUBJECT TO CHANGE.  THE PREMIUM TAX RATE FOR THIS POLICY ON THE
     DATE OF ISSUE IS [0%].

     PREMIUM EXPENSE CHARGE:

     POLICY YEARS               PERCENT OF PREMIUM (AFTER DEDUCTION
                                OF ANY STATE PREMIUM TAX)
     1-10                             6.5%
     THEREAFTER                       1.0%

     MONTHLY ADMINISTRATION FEE:

     POLICY YEARS               CURRENT            GUARANTEED
     1-10                        $21                 $21
     THEREAFTER                  $6                  $6

BASIC POLICY CHARGES AND FEES:

     COST OF INSURANCE CHARGES.  GUARANTEED MAXIMUM COST OF INSURANCE RATE PER
     $1,000 OF NET AMOUNT AT RISK ARE SHOWN ON PAGE 4B.

     SURRENDER CHARGES.  SURRENDER CHARGES WILL APPLY IF THIS POLICY IS
     SURRENDERED OR THE SPECIFIED AMOUNT IS REDUCED DURING THE SURRENDER CHARGE
     PERIOD FOLLOWING THE DATE OF ISSUE.  SURRENDER CHARGES WILL ALSO APPLY
     DURING THE SURRENDER CHARGE PERIOD FOLLOWING AN INCREASE IN THE SPECIFIED
     AMOUNT.  SURRENDER CHARGES APPLICABLE TO THIS POLICY APPEAR ON PAGES 25 AND
     26.  FOR EACH PARTIAL SURRENDER THERE WILL BE AN ADDITIONAL CHARGE THAT
     WILL BE THE LESSER OF 2% OF THE AMOUNT WITHDRAWN OR $25.00.

99206N

                                    Page 3A


                          DEATH BENEFIT CORRIDOR RATES

                     BASED ON CASH VALUE ACCUMULATION TEST

       POLICY                                POLICY
       YEAR         RATE                     YEAR             RATE

       1           6.0982                    36              1.6787
       2           5.8637                    37              1.6303
       3           5.6385                    38              1.5851
       4           5.4220                    39              1.5425
       5           5.2140                    40              1.5028
       6           5.0142                    41              1.4659
       7           4.8222                    42              1.4317
       8           4.6378                    43              1.4000
       9           4.4607                    44              1.3706
       10          4.2906                    45              1.3434
       11          4.1272                    46              1.3180
       12          3.9703                    47              1.2944
       13          3.8197                    48              1.2726
       14          3.6751                    49              1.2525
       15          3.5363                    50              1.2341
       16          3.4031                    51              1.2174
       17          3.2753                    52              1.2023
       18          3.1527                    53              1.1885
       19          3.0351                    54              1.1759
       20          2.9225                    55              1.1642
       21          2.8146                    56              1.1530
       22          2.7113                    57              1.1423
       23          2.6125                    58              1.1315
       24          2.5179                    59              1.1206
       25          2.4276                    60              1.1089
       26          2.3412                    61              1.0963
       27          2.2588                    62              1.0828
       28          2.1803                    63              1.0684
       29          2.1054                    64              1.0539
       30          2.0342                    65              1.0400
       31          1.9666
       32          1.9026
       33          1.8418
       34          1.7844
       35          1.7301

The Death Benefit Corridor rates between Policy Anniversaries will be calculated
monthly by interpolating (straight line) between the Policy Year values shown
above.

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                                    Page 4


                          DEATH BENEFIT CORRIDOR RATES

                        BASED ON GUIDELINE PREMIUM TEST

     ATTAINED                                 ATTAINED
     AGE OF                                   AGE OF
     YOUNGER                                  YOUNGER
     CONTINGENT                               CONTINGENT
     INSURED            RATE                  INSURED           RATE

       0-40             2.50                     60             1.30
         41             2.43                     61             1.28
         42             2.36                     62             1.26
         43             2.29                     63             1.24
         44             2.22                     64             1.22
         45             2.15                     65             1.20
         46             2.09                     66             1.19
         47             2.03                     67             1.18
         48             1.97                     68             1.17
         49             1.91                     69             1.16
         50             1.85                     70             1.15
         51             1.78                     71             1.13
         52             1.71                     72             1.11
         53             1.64                     73             1.09
         54             1.57                     74             1.07
         55             1.50                    75-90           1.05
         56             1.46                     91             1.04
         57             1.42                     92             1.03
         58             1.38                     93             1.02
         59             1.34                     94             1.01
                                                 95+            1.00

99206N

                                    Page 4


              TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES

                        PER $1,000 OF NET AMOUNT AT RISK

       POLICY                                POLICY
       YEAR         RATE                     YEAR             RATE

       1           0.0002                    36                1.3248
       2           0.0008                    37                1.5889
       3           0.0014                    38                1.8500
       4           0.0021                    39                2.1893
       5           0.0030                    40                2.5869
       6           0.0040                    41                3.0365
       7           0.0053                    42                3.5386
       8           0.0067                    43                4.0905
       9           0.0085                    44                4.6870
       10          0.0106                    45                5.3370
       11          0.0131                    46                6.0583
       12          0.0161                    47                6.8656
       13          0.0196                    48                7.7784
       14          0.0237                    49                8.8077
       15          0.0287                    50                9.9390
       16          0.0345                    51               11.1494
       17          0.0416                    52               12.4146
       18          0.0503                    53               13.7194
       19          0.0608                    54               15.0353
       20          0.0737                    55               16.3716
       21          0.0892                    56               17.7404
       22          0.1080                    57               19.1597
       23          0.1300                    58               20.6702
       24          0.1560                    59               22.3307
       25          0.1874                    60               24.4047
       26          0.2249                    61               27.3233
       27          0.2698                    62               31.9219
       28          0.3241                    63               39.9364
       29          0.3900                    64               54.7941
       30          0.4695                    65               83.3333
       31          0.5641
       32          0.6744
       33          0.8030
       34          0.9511
       35          1.1227


IF THIS POLICY HAS BEEN ISSUED IN A SPECIAL (RATED) PREMIUM CLASS, THE
GUARANTEED MONTHLY COST WILL BE CALCULATED USING THE RATES SHOWN ABOVE UNLESS A
FORMULA FOR ADJUSTING THE RATES APPEARS ON PAGE 3.

99206N

                                    Page 4A


            INVESTMENT OBJECTIVES OF THE SEPARATE ACCOUNT PORTFOLIOS

A brief description of each Separate Account Portfolio's investment objective
follows.  However, no investment allocation should be made without referring to
the appropriate prospectus which describes each Portfolio in detail.

                          AIM VARIABLE INSURANCE FUNDS

The AIM Variable Insurance Funds is an open-end investment management investment
company which will offer shares in two separate funds.  AIM Advisors, Inc.
serves as the investment adviser for the two funds.

1.  AIM V.I. INTERNATIONAL EQUITY FUND. The Fund seeks to provide long-term
    growth of capital by investing in a diversified portfolio of international
    equity securities, the issuers of which are considered by the Adviser to
    have strong earnings momentum.

2.  AIM V.I. VALUE FUND. The Fund seeks to achieve long-term growth of capital
    by investing primarily in equity securities judged by the Adviser to be
    undervalued relative to the current or projected earnings of the companies
    issuing the securities, or relative to current market values of assets owned
    by the companies issuing the securities or relative to the equity market
    generally.


                   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

The American Century Variable Portfolios, Inc. is an open-end investment
management company which will offer one separate fund.  American Century
Investment Management, Inc. serves as the fund's investment adviser.

VIP VALUE FUND.  This Fund seeks long-term capital growth.  Income is a
secondary objective.  In selecting stocks for VP Value, the Fund managers look
for stocks of companies that they believe are undervalued at the time of
purchase.

                               AYCO SERIES TRUST

The AYCO Series Trust is an open-end investment management company which will
offer shares in one separate fund.  AYCO Asset Management serves as the
investment adviser for the fund.

THE AYCO LARGE CAP GROWTH FUND.  The Fund seeks long-term growth of capital.  In
seeking to achieve its objective, the Fund normally invests at least 65% of
total assets in common stocks of large capitalization companies, both foreign
and domestic, that Ayco Asset Management  believes will provide superior long-
term investment results.  For these purposes, large capitalization companies are
those with market capitalizations of $5 billion or more at the time of the
Fund's investment.

                         DREYFUS INVESTMENT PORTFOLIOS

The Dreyfus Investment Portfolios is an open-end investment management company
which will offer shares in one separate fund.  The Dreyfus Corporation serves as
the investment adviser for the fund.

MIDCAP STOCK PORTFOLIO.  The Portfolio seeks investment results that are greater
than the total return performance of publicly traded common stocks of medium-
size domestic companies in the aggregate, as represented by the Standard &
Poor's MidCap 400(R) Index ("S&P 400").

99206N

                                    Page 4B


                        DREYFUS VARIABLE INVESTMENT FUND

The Dreyfus Variable Investment Fund is an open-end investment management
company which will offer shares in two separate funds.  The Dreyfus Corporation
serves as the investment adviser for each of the two funds.

1.  QUALITY BOND PORTFOLIO. The Portfolio seeks to provide maximum amount
    current income to the extent consistent with the preservation of capital and
    the maintenance of liquidity. The Portfolio invests primarily in debt
    obligations of corporations, the U.S. government and its agencies and
    instrumentalities, and major U.S. banking institutions.

2.  SMALL CAP PORTFOLIO. The Portfolio seeks to maximize capital appreciation.
    The Portfolio seeks out companies that the Adviser believes have the
    potential for significant growth. During periods the Adviser judges to be of
    market strength, the Portfolio will act aggressively to increase
    shareholders' capital by investing principally in common stocks of domestic
    and foreign issuers.

                   FIDELITY VARIABLE INSURANCE PRODUCTS FUND

The Fidelity Variable Insurance Products Fund is an open-end investment
management company which will offer shares in four separate funds.  Fidelity
Management & Research Company ("FMR") serves as the investment adviser of the
funds.

1.  VIP ASSET MANAGER PORTFOLIO. The Portfolio seeks to obtain high total return
    with reduced risk over the long term by allocating its assets among stocks,
    bonds, and short-term instruments.

2.  VIP CONTRAFUND PORTFOLIO.  The Portfolio  seeks long-term capital
    appreciation.

3.  VIP EQUITY-INCOME PORTFOLIO. The Portfolio seeks a reasonable income. The
    Portfolio will also consider the potential for capital appreciation. The
    Portfolio's goal is to achieve a yield which exceeds the composite yield on
    the securities comprising the Standard & Poor's 500(R) Index ("S&P 500").

4.  VIP GROWTH PORTFOLIO.  The Portfolio seeks to achieve capital appreciation.

                         J. P. MORGAN SERIES TRUST II.

The J.P. Morgan Series Trust II is an open-end investment management company
which will offer shares in one separate fund.  J.P. Morgan Investment Management
Inc. serves as the investment adviser for the fund.

J. P. MORGAN SMALL COMPANY PORTFOLIO.  The Portfolio's goal is to provide high
total return from a portfolio of small company stocks.  This goal can be changed
only with shareholder approval.  The Portfolio invests primarily in small and
medium sized U.S. companies whose market capitalizations are greater than $100
million and less than $2 billion, typically represented by the Russell 2000
Index.  The Portfolio can moderately underweight or overweight industries
against the Russell 2000 Index's industry weightings when it believes it will
benefit performance.

                               JANUS ASPEN SERIES

The Janus Aspen Series is an open-end investment management company which will
offer shares in three separate funds. Janus Capital serves as the investment
adviser for the three funds.

1.  AGGRESSIVE GROWTH PORTFOLIO. The Aggressive Growth Portfolio seeks long-term
    growth of capital. It pursues its objective by investing primarily in common
    stocks selected for their growth potential, and

99206N

                                    Page 4C


    normally invests at least 50% of its assets in medium-sized companies.
    Medium-sized are those whose market capitalization falls within the range of
    companies in the S&P 400. Market capitalization is a commonly used measure
    of the size and value of a company. The market capitalizations within the
    index will vary, but as of December 31, 1999, they ranged from approximately
    $170 million to $37 billion.

2.  INTERNATIONAL GROWTH PORTFOLIO. The International Growth Portfolio seeks
    long-term growth of capital. Normally, the Portfolio pursues its objective
    by investing at least 65% of its total assets in securities of issuers from
    at least five different countries, excluding the United States. Although the
    Portfolio intends to invest substantially all of its assets in issuers
    located outside the United States, it may at times invest in U.S. issuers
    and it may at times invest all of its assets in fewer than five countries or
    even a single country.

3.  WORLDWIDE GROWTH PORTFOLIO. This Portfolio seeks long-term growth of capital
    in a manner consistent with the preservation of capital. It pursues its
    objective by investing primarily in common stocks of companies of any size
    throughout the world. The Portfolio normally invests in issuers from at
    least five different countries, including the United States. The Portfolio
    may at times invest in fewer than five countries or even a single country.

        MASSACHUSETTS FINANCIAL SERVICES (MFS) VARIABLE INSURANCE TRUST

The MFS Variable Insurance Trust is an open-end investment management company
which will offer shares in four separate funds.  Massachusetts Financial
Services Company serves as the investment adviser for the fund.

1.  MFS EMERGING GROWTH SERIES. The Fund seeks to provide long-term growth of
    capital. The Fund's policy is to invest at least 80 percent of its net
    assets under normal circumstances in common stocks of companies that the
    Adviser believes are early in their life cycle but which have the potential
    to become major enterprises (emerging growth companies).

2.  MFS RESEARCH SERIES. The Fund's investment objective is long-term growth of
    capital and future income. The Fund's objective may be changed without
    shareholder approval. The Fund invests, under normal market conditions, at
    least 80% of its total assets in common stocks and related securities, such
    as preferred stocks, convertible securities and depositary receipts.

3.  MFS NEW DISCOVERY SERIES. The Fund's investment objective is capital
    appreciation. The Fund's objective may be changed without shareholder
    approval. Principal Investment Policies. The Fund invests, under normal
    market conditions, at least 65% of its total assets in equity securities of
    emerging growth companies.

4.  MFS CAPITAL OPPORTUNITIES SERIES. The Fund's investment objective is capital
    appreciation. The Fund's objective may be changed without shareholder
    approval. The Fund invests, under normal market conditions, at least 65% of
    its total assets in common stocks and related securities, such as preferred
    stocks, convertible securities and depositary receipts for those securities.

                   NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

The Neuberger Berman Advisers Management Trust is an open-end investment
management company which will offer shares in one separate fund.  Neuberger
Berman Management Inc. serves as the investment adviser for the fund.

MID-CAP GROWTH PORTFOLIO.  The Portfolio seeks growth of capital.  To pursue
this goal, the Portfolio invests mainly in common stocks of mid-capitalization
companies.  The Portfolio seeks to reduce risk by diversifying among many
companies, industries and sectors.

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                                    Page 4D


                 NORTH AMERICAN FUNDS VARIABLE PRODUCT SERIES I
         (FORMERLY KNOWN AS AMERICAN GENERAL SERIES PORTFOLIO COMPANY)

The North American Funds Variable Product Series I is an open-end investment
management company which will offer shares in seven separate funds.  The
Variable Annuity Life Insurance Company (VALIC) serves as the investment adviser
for the seven funds.  T. Rowe Price serves as the investment sub-adviser for the
Science Technology Fund.

1.  INTERNATIONAL EQUITIES FUND. The Fund seeks to provide long-term growth of
    capital through investments primarily in a diversified portfolio of equity
    and equity related securities of foreign issuers that, as a group, are
    expected to provide investment results closely corresponding to the
    performance of the Morgan Stanley Capital International, Europe, Australasia
    and the Far East Index (the "EAFE Index").

2.  MIDCAP INDEX FUND. The Fund seeks to provide growth of capital through
    investments primarily in a diversified portfolio of common stocks that, as a
    group, are expected to provide investment results closely corresponding to
    the performance of the S&P MidCap 400.

3.  MONEY MARKET FUND. The Fund seeks liquidity, protection of capital and
    current income through investments in short term money market securities.
    The Fund uses 95% of its assets to buy short-term securities that are rated
    within the highest rating category for short-term debt obligations by at
    least two nationally recognized rating services or unrated securities of
    comparable investment quality.

4.  NASDAQ-100 INDEX FUND. The Fund seeks long-term capital growth through
    investment in the stocks that are included in the Nasdaq-100 Index. This
    investment objective can be changed by the Board of Trustees, without the
    approval of Fund's shareholders.

5.  SCIENCE & TECHNOLOGY FUND. The Fund seeks long-term growth of capital
    through investment primarily in the common stocks and equity-related
    securities of companies that are expected to benefit from the development,
    advancement and use of science and technology.

6.  SMALL CAP INDEX FUND. The Fund seeks to provide growth of capital through
    investment primarily in a diversified portfolio of common stocks that, as a
    group, are expected to provide investment results closely corresponding to
    the performance of the Russell 2000 Index.

7.  STOCK INDEX. The Fund seeks long-term capital growth through investment in
    common stocks. That, as a group, are expected to provide investment results
    closely corresponding to the performance of the S&P 500.

                        PIMCO VARIABLE INSURANCE TRUST.

The PIMCO Variable Insurance Trust is an open-end investment management company
which will offer shares in three separate funds.  Pacific Investment Management
Company ("PIMCO") serves as the investment adviser for each of the three funds.

1.  PIMCO REAL RETURN BOND PORTFOLIO. This Portfolio seeks maximum real return,
    consistent with preservation of real capital and prudent investment
    management.

2.  PIMCO SHORT-TERM PORTFOLIO.  This Portfolio seeks maximum current income,
    consistent with preservation of capital and daily liquidity.


3.  PIMCO TOTAL RETURN PORTFOLIO.  This Portfolio seeks maximum total return,
    consistent with preservation of capital and prudent investment management.

99206N

                                    Page 4E


                             PUTNAM VARIABLE TRUST

The Putnam Variable Trust is an open-end investment management company which
will offer shares in three separate funds.  Putnam Investment Management, Inc.
Serves as the investment adviser for each of the three funds.

1.  PUTNAM VT DIVERSIFIED INCOME FUND. The Fund seeks high current income
    consistent with capital preservation. The Fund pursues its investment
    objective by allocating its investments among the following three sectors of
    the fixed income securities markets: (a) a U.S. Government Sector consisting
    primarily of debt obligations of the U.S. Government; (b) a High Yield
    Sector consisting of high-yielding, lower-rated, higher-risk U.S. and
    foreign fixed-income securities; and (c) an International Sector, consisting
    of obligations of foreign governments

2.  PUTNAM VT GROWTH AND INCOME FUND. The Fund seeks capital growth and current
    income as its investment objectives. It invests primarily in common stocks
    that offer potential for capital growth, current income or both.

3.  PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND. The Fund seeks capital
    growth. Current income is a secondary objective. The Fund will invest
    primarily in common stocks that offer potential for capital growth, and may
    invest in stocks that offer potential for current income.

                          SAFECO RESOURCE SERIES TRUST

The SAFECO Resource Series Trust is an open-end investment management company
which will offer shares in two separate funds.  SAFECO Asset Management Company
serves as the investment adviser for each of the two funds.

1.  EQUITY PORTFOLIO. The Portfolio seeks long term growth of capital and
    reasonable current income. The Portfolio does not seek to achieve both
    growth and income with every portfolio security investment. It attempts to
    achieve a reasonable balance between growth and income on an overall basis.

2.  GROWTH OPPORTUNITIES PORTFOLIO. The Portfolio seeks growth of capital and
    the increased income that ordinarily follows from such growth. The Portfolio
    ordinarily invests most of its assets in common stock selected for potential
    appreciation.

                    THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
      (FORMERLY KNOWN AS MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.)

The Universal Institutional Funds, Inc. is an open-end investment management
company which will offer shares in two separate funds.  Morgan Stanley Dean
Witter Asset Management Inc. is the investment adviser for the Equity Growth
Portfolio.  Miller Anderson & Sherrerd is the investment adviser for the High
Yield Portfolio.

1.  EQUITY GROWTH PORTFOLIO. The Portfolio seeks long-term capital appreciation
    by investing primarily in common and preferred stocks, convertible
    securities, rights and warrants to purchase common stocks, depository
    receipts and other equity securities. Under normal circumstances, the
    Portfolio will invest at least 65% of its total assets in equity securities.

99206N

                                    Page 4F


2.  HIGH YIELD PORTFOLIO. The Portfolio seeks above average return over a market
    cycle of three to five years by investing at least 65 percent of its total
    assets in high yield securities of U.S. and foreign issuers including
    corporate bonds and other fixed income securities.

                        VAN KAMPEN LIFE INVESTMENT TRUST

The Van Kampen Life Investment Trust is an open-end investment management
company which will offer shares in one separate fund.  Van Kampen Asset
Management Inc. serves as the investment adviser for the fund.

STRATEGIC STOCK PORTFOLIO. The Portfolio seeks an above average total return
through a combination of potential capital appreciation and dividend income,
consistent with the preservation of invested capital.  The Portfolio invests
primarily in dividend paying equity securities of companies included in the Dow
Jones Industrial Average or in the Morgan Stanley Capital International Index.

                        VANGUARD VARIABLE INSURANCE FUND

The Vanguard Variable Insurance Fund is an open-end investment management
company which will offer shares in two separate funds.  Wellington Management
Company, LLP is the adviser for the High Yield Bond Portfolio and The Vanguard
Group is the adviser for the REIT Index Portfolio.

1.  HIGH YIELD BOND PORTFOLIO. The Portfolio seeks to provide a high level of
    income. The Portfolio invests primarily in a diversified group of high-
    yielding, higher-risk corporate bonds with medium- and lower-range credit-
    quality ratings, commonly known as "junk bonds."

2.  REIT INDEX PORTFOLIO. The Portfolio seeks to provide a high level of income
    and moderate long-term growth of capital. The Portfolio invests in stocks of
    real estate investment trusts (REITs), which own office buildings, hotels,
    shopping centers, and other properties.

                              WARBURG PINCUS TRUST

The Warburg Pincus Trust is an open-end investment management company which will
offer shares in one separate fund.  Credit Suisse Asset Management, LLC serves
as the investment adviser for the fund.

SMALL COMPANY GROWTH PORTFOLIO.  The Portfolio seeks capital growth.  The
Portfolio invests in equity securities of small U.S. companies.

99206N

                                    Page 4G


CONTRACT.  Your policy is a legal contract that You have entered into with Us.
You have paid the first premium and have submitted an application, a copy of
which is attached.  In return, We promise to provide the insurance coverage
described in this policy.

The entire contract consists of:

1.  The basic policy;

2.  The riders that add benefits to the basic policy, if any;

3.  Endorsements, if any; and

4.  The attached copies of the applications, and any amendments or supplemental
applications.

DATE OF ISSUE.  The Date of Issue of this policy is the date from which the
first policy charges are due. The Date of Issue is also the date from which all
policy years, anniversaries, and monthly deduction dates are determined.

OWNER.  The Owner is as stated in the application unless later changed.  During
the last surviving Contingent Insured's lifetime, the Owner may exercise every
right the policy confers or We allow (subject to the rights of any assignee of
record, and to any endorsement on this policy limiting such rights). You may
have multiple Owners of the policy. In that case, the authorizations of all
Owners are required for all policy changes except for transfers, premium
allocations and deduction allocations.  We will accept the authorization of one
Owner for transfers and changes in premium and deduction allocations. The Owner
or Owners may be the same as one or both Contingent Insureds, but this is not
required.  If an Owner dies while the policy is in force and a Contingent
Insured is living, ownership rights pass on to a successor owner, if any, or to
the estate of the Owner.

JOINT EQUAL AGE.  This policy has been issued on the basis of a Joint Equal Age
which is determined from the individual age nearest birthday of each of the two
Contingent Insureds with an adjustment which is the function of:

1.  The age of each Contingent Insured; and

2.  The gender of each Contingent Insured; and

3.  The premium class of each Contingent Insured.

The Joint Equal Age as of the Date of Issue is shown on the Policy Schedule.
The attained Joint Equal Age will increase by one year on each policy
anniversary.  The attained Joint Equal Age will continue to increase after the
first death of a Contingent Insured.

LAST SURVIVING CONTINGENT INSURED.  Payment of a death benefit under this policy
will be made upon the death of the last survivor of the Contingent Insureds
named on the Policy Schedule.  As used in this policy, the terms "last
survivor," "second to die" or "second death" mean "last surviving Contingent
Insured."

NOTIFICATION OF FIRST DEATH.  While Death Benefit Proceeds will be payable upon
the death of the second to die, We must receive proof of the death of both
Contingent Insureds before payment will be made.  Therefore, it is important
that Written proof of the first death be furnished to the Company at the time of
such death.

                                PREMIUM PAYMENTS

All premiums after the first are payable in advance.  Premium payments are
flexible.  This means You may choose the amount and frequency of payments.

The actual amount and frequency of premium payments will affect the Accumulation
Value and the amount and duration of insurance.  Please refer to the Policy
Values Provision for a detailed explanation.

99206N

                                    Page 5


PLANNED PERIODIC PREMIUMS. The amount and frequency of the Planned Periodic
Premiums You selected are shown on the Policy Schedule. You may request a change
in the amount and frequency. We may limit the amount of any increase. (See
"Maximum Premium").

UNSCHEDULED ADDITIONAL PREMIUMS. You may pay additional premiums at any time
before the Maturity Date shown on the Policy Schedule.  We may limit the number
and amount of additional premium if such additional premium would cause the sum
of premiums paid to exceed the guideline premium limitation as defined by
Section 7702, Internal Revenue Code of 1986 (or as later amended).  We will not
accept an additional premium that would cause an immediate increase in the net
amount at risk until we receive evidence of insurability satisfactory to us.
(See "Maximum Premium" and Maximum Net Amount at Risk")

Maximum Premium.  We reserve the right to refund any premium that would cause
this policy to fail to qualify as life insurance under the Death Benefit
Compliance Test selected, and under applicable tax laws. The test selected is
shown on the Policy Schedule.

MAXIMUM NET AMOUNT AT RISK.  The Company may automatically effect a partial
surrender or reduce the Death Benefit, both of which may have federal tax
consequences, if the Net Amount at Risk exceeds Company limitations.  Net Amount
at Risk is the excess of the Death Benefit over the Accumulation Value of the
policy.

PREMIUM EXPENSE CHARGE. The Premium Expense Charge is calculated by multiplying
the premium paid (after deduction of any state premium tax or other applicable
tax charges) by the Premium Expense Charge Percentage shown on the Policy
Schedule.  Premium Expense Charge Percentages differ according to policy year.

NET PREMIUM.   The term Net Premium as used in this policy means "The premium
paid, less any applicable state premium tax, or other applicable tax charges and
the Premium Expense Charge" except as follows: No Premium Expense Charge or
state premium tax will be deducted if the source of the premium is Cash
Surrender Values applied from another policy issued by the Company (We refer to
this as an internal rollover).  Any changes to the premium tax charges must be
approved by the insurance official of the state in which this policy is
delivered.

ALLOCATION OF NET PREMIUMS.  The initial allocation of  Net Premiums is shown
in the application for this policy and will remain in effect until changed by
Written notice from the Owner. The percentage allocation for future Net Premiums
may be changed at any time by Written Notice.

The initial Net Premium will be allocated to the Money Market Division on the
later of the following dates:

1.  The Date of Issue; or

2.  The date all requirements needed to place the policy in force have been
    satisfied, including underwriting approval and receipt in Our Administrative
    Center of the necessary premium.

The initial Net Premium will remain in the Money Market Division until the first
Valuation Date following  the 15th day after it was  applied.  Any additional
Net Premiums received prior to the first Valuation Date which follows the 15th
day after the initial Net Premium was applied will be allocated to the Money
Market Division until such Valuation Date. At that time, We will transfer the
Accumulation Value to the selected Investment Option(s).  Each Net Premium
received after such Valuation Date will be applied directly to the elected
Investment Option(s) as of the Business Day received.

Changes in the allocation of Net Premiums will be effective on the date we
receive the Owner's notice.  The allocation may be 100% to any available
Division  or may be divided among these options in whole percentage points
totaling 100%. We reserve the right to limit the number of Divisions which You
may select.

WHERE TO PAY. You may make Your planned periodic premium payments to Us at the
address on the billing statement or to an authorized agent.  The mailing address
for any premium payments not accompanied by a billing statement is shown in the
definition for Administrative Center.  A receipt signed by an officer of the
Company will be furnished upon request.

99206N

                                    Page 6


                    DEATH BENEFIT AND DEATH BENEFIT OPTIONS

DEATH BENEFIT PROCEEDS. If both Contingent Insureds die prior to the Maturity
Date and while this policy is in force, We will pay the Death Benefit Proceeds
to the Beneficiary. The Death Benefit Proceeds will be subject to:

1.  The Death Benefit Option in effect on the date of the second death; and

2.  Any increases or decreases made to the Specified Amount. The Initial
    Specified Amount is shown on the Policy Schedule.

You can find guidelines for changing the Death Benefit Option or the Specified
Amount in the section entitled "Changing Your Insurance Policy."

Any premium received after the date of the second death will be refunded and
will not be included in the Accumulation Value for purposes of calculating the
Death Benefit Amount.

The Death Benefit Proceeds will be the Death Benefit Amount, after reversing any
premium received after the date of the second death, less any outstanding policy
loan and will be subject to the other provisions of the Beneficiary and Proceeds
section.

DEATH BENEFIT COMPLIANCE TEST.  Death benefit compliance tests are used to
determine if a policy will qualify as life insurance under applicable tax laws.
We will automatically increase the Death Benefit of the Policy if necessary to
ensure that the Policy will continue to qualify as life insurance.  There are
two compliance tests which may be used: The Guideline Premium Test and the Cash
Value Accumulation Test.  The test which You selected when this Policy was
issued is shown on the Policy Schedule.  You cannot change Your election of the
death benefit compliance test after the Date of Issue.

The Guideline Premium Test limits the amount of premiums paid under this Policy
at any time to a certain amount which depends on the Death Benefit and the age
and gender of the Contingent Insureds.  Therefore, the maximum premiums you can
pay are generally more limited under this test than under the Cash Value
Accumulation Test.

The Cash Value Accumulation Test limits the Accumulation Value under this Policy
at any time to a certain amount which depends on the Death Benefit and the
insurance characteristics of the Contingent Insureds.  Therefore, a substantial
Accumulation Value may cause an increase in the Policy's Death Benefit.

DEATH BENEFIT OPTION.  The Death Benefit Option which You have chosen is shown
on the Policy Schedule as either Option 1 or Option 2.

OPTION 1.  If You have chosen Option 1, the Death Benefit Amount will be the
greater of:

1.  The Specified Amount on the date of the second death; or

2.  The following amount calculated on the date of the second death:

    a)  The Accumulation Value; multiplied by

    b)  The applicable Death Benefit Corridor Rate.

OPTION 2.  If You have chosen Option 2, the Death Benefit Amount will be the
greater of:

1.  The Specified Amount  plus the Accumulation Value on the date of the second
    death; or

2.  The following amount calculated on the date of the second death:

99206N

                                    Page 7


    a)  The Accumulation Value; multiplied by

    b)  The applicable Death Benefit Corridor Rate.

Death Benefit Corridor Rates are shown in the table for the Death Benefit
Compliance Test which You selected.

SPECIFIED AMOUNT.  The Specified Amount is shown on the Policy Schedule.  It may
be increased or decreased as described in the Changing Your Insurance Policy
provision.
                         CHANGING YOUR INSURANCE POLICY

You may request a change in the Specified Amount or Death Benefit Option at any
time except that:

1.  A decrease in the Specified Amount may not become effective prior to the end
    of the first policy year; and

2.  Increases in the Specified Amount will be considered only while both
    Contingent Insureds are living.

Your request must be submitted to Our Administrative Center In Writing.

INCREASING THE SPECIFIED AMOUNT.  You may apply for an increase in Specified
Amount by submitting for each Contingent Insured:

1.  A supplemental application; and

2.  Evidence of insurability satisfactory to Us.

An increase will be effective on the Monthly Deduction Day on or next following
the date the applications for increase are approved by Us.  The effective date
will appear in an endorsement to this policy.

DECREASING THE SPECIFIED AMOUNT.  Any decrease will go into effect on the
Monthly Deduction Day following the Business Day We receive the request.  The
Death Benefit Amount remaining in effect after any decrease cannot be less than
the greater of:

1.  The Minimum Death Benefit Amount shown on the Policy Schedule; and

2.  Any Death Benefit Amount required to qualify this policy as life insurance
    under applicable tax laws.

Any such decrease will be applied proportionately against the Specified Amount
provided under the original application and any Specified Amount increases.

Any reduction in Specified Amount will be subject to any applicable surrender
charges on a pro-rata basis with the Surrender Charge prior to the reduction in
Specified Amount being reduced proportionately.  However, if such charge is
greater than the Accumulation Value, the Specified Amount decrease will not be
allowed.

CHANGING THE DEATH BENEFIT OPTION.  You may request a change in the Death
Benefit Option You have chosen.

1.  If You request a change from Option 1 to Option 2: The new Specified Amount
    will be the Specified Amount, prior to change, less the Accumulation Value
    as of the effective date of the change, but not less than zero. The change
    will go into effect on the Monthly Deduction Day following the date We
    receive Your request for change.

2.  If You request a change from Option 2 to Option 1: The new Specified Amount
    will be the Death Benefit Amount as of the effective date of the change. The
    change will go into effect on the Monthly Deduction Day following the date
    We receive Your request for change.

99206N

                                    Page 8


CHANGING THE TERMS OF YOUR POLICY.  Any change in Your policy must be approved
by one of Our senior officers.  No agent has the authority to make any changes
or waive any of the terms of Your policy.

                          SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT. Separate Account USL VL-R is a segregated investment account
established by the Company under New York law to separate the assets funding the
variable benefits for the class of policies to which this policy belongs from
the other assets of the Company.  That portion of the assets of the Separate
Account equal to the reserves and other policy liabilities with respect to the
Separate Account shall not be chargeable with liabilities arising out of any
other  business  We may conduct.  Income, gains and losses, whether or not
realized from assets allocable to the Separate Account, are credited to or
charged against such Account without regard to Our other income, gains or
losses.

INVESTMENTS OF THE SEPARATE ACCOUNT.  The Separate Account is segmented into
Divisions.  Each Division invests in a single Investment Option.  Net Premiums
will be applied to the Separate Account and allocated to one or more Divisions.
A brief description of each Division will be found starting on page X.  The
assets of the Separate Account are invested in the Investment Option(s) listed
on the application for this policy.  From time to time, We may add additional
Divisions.  We may also discontinue offering one or more Divisions as provided
in the Rights Reserved by Us provision. You may make a change in investment
selections by filing a Written change form with Our Administrative Center.  You
may make transfers to the additional Divisions subject to the rules stated in
the Transfer Provision section and any new rules or limitations which may apply
to such additional Divisions.

If shares of any of the Investment Options become unavailable for investment by
the Separate Account, or the Company's Board of Directors deems further
investment in these shares is inappropriate, the Company may limit further
investment in the shares or may substitute shares of another Investment Option
for shares already purchased under this policy as provided in the Rights
Reserved by Us provision.

VALUATION OF ASSETS.  The assets of the Separate Account are valued as of each
Valuation Date at their fair market value in accordance with Our established
procedures.  The Separate Account Value as of any Valuation Date prior to the
Maturity Date is the sum of Your account values in each Division of the Separate
Account as of that date.

VALUATION UNITS. In order to determine policy values in the Divisions, We use
Valuation Units which are calculated separately for each Division.  The
Valuation Unit value for each Division will vary to reflect the investment
experience of the applicable Investment Option. The Valuation Unit for a
Division will be determined on each Valuation Date for the Division by
multiplying the Valuation Unit value for the Division on the preceding Valuation
Date by the Net Investment Factor for that Division for the current Valuation
Date.

NET INVESTMENT FACTOR.  The Net Investment Factor for each Division is
determined by dividing (1) by (2) and subtracting (3), where:

1.  Is the net asset value per share of the applicable Investment Option as of
    the current Valuation Date (plus any per share amount of any dividend or
    capital gains distribution paid by the Investment Option since the last
    Valuation Date); and

2.  Is the net asset value per share of the shares held in the Division as
    determined as of the previous Valuation Date; and

3.  Is a factor representing the Mortality and Expense Charge.

The net asset value of an Investment Option's shares held in each Division shall
be the value reported to Us by that Investment Option.

VALUATION DATES.  Valuation of the various Divisions will occur on each Business
Day during each month.  If the underlying Investment Option is unable to value
or determine the Division's investment in an Investment Option due to any of the
reasons stated in the Suspension and Deferral of Payments Provision, the
Valuation

99206N

                                    Page 9


Date for the Division with respect to the unvalued portion shall be the first
Business Day that the assets can be valued or determined.

BUSINESS DAY. A Business Day is each day during which the New York Stock
Exchange is open for business.  We will treat any information or Written
communications We receive after the close of a Business Day to have been
received as of the next Business Day.  For the purpose of collecting daily
charges, a Business Day immediately preceded by one or more non-business
calendar days will include those non-business days as a part of that Business
Day. For example, a Business Day which falls on a Monday will consist of a
Monday and the immediately preceding Saturday and Sunday.

MINIMUM BALANCE.  The minimum value that may be retained in a Division after a
partial surrender or transfer is shown on the Policy Schedule.  If a partial
surrender causes the balance in any Division to drop below such minimum amount,
the Company reserves the right to transfer the remaining balance to the Money
Market Division.  If a transfer causes the balance in any Division to drop below
the minimum amount, the Company reserves the right to transfer the remaining
balance in proportion to the transfer request.

CHANGE OF INVESTMENT ADVISOR OR INVESTMENT OBJECTIVE.   Unless otherwise
required by law or regulation, the investment advisor or any investment
objective may not be changed without Our consent.  If required, approval of or
change of any investment objective will be filed with the Insurance Department
of the state where the policy is being delivered.

RIGHTS RESERVED BY US.  Upon notice to You, this policy may be modified by Us,
but only if such modification is necessary to:

1.  Operate the Separate Account in any form permitted under the Investment
    Company Act of 1940 or in any other form permitted by law;

2.  Transfer any assets in any Division to another Division, or to one or more
    other separate accounts;

3.  Add, combine or remove Divisions in the Separate Account, or combine the
    Separate Account with another separate account;

4.  Make any new Division available to You on a basis to be determined by Us;

5.  Substitute for the shares held by any Division the shares of another
    Division or the shares of another investment company or any other investment
    permitted by law;

6.  Make any changes as required by the Internal Revenue Code, or by any other
    applicable law, regulation or interpretation in order to continue treatment
    of this policy as life insurance;

7.  Make any changes required to comply with the requirements of any underlying
    Investment Option; or

8.  Make other changes in this policy that in Our judgement are necessary or
    appropriate to ensure that this policy continues to qualify for tax
    treatment as life insurance, or that do not reduce any Cash Surrender Value,
    Death Benefit Amount, Accumulation Value or other accrued right or benefit.

When required by law, We will obtain Your approval of changes and We will gain
approval from any appropriate regulatory authority.

RIGHT TO CONVERT IN THE EVENT OF A MATERIAL CHANGE IN INVESTMENT POLICY.  In the
event there is a material change in the investment policy of the Separate
Account which has been approved by the Superintendent of the New York Department
of Insurance, and You object to such change, You shall have the option to
convert, without evidence of insurability, to a general account fixed benefit
life insurance policy within 60 days after the later of:  (1) the effective date
of such change in investment policy; or (2) the receipt of the notice of the
options available.

99206N

                                    Page 10


                                GENERAL ACCOUNT

The General Account is a fixed account within Our general assets which We have
established for:

1.  Any amounts transferred from the Divisions as a result of a loan; or

2.  Any amounts the Owner allocated to such Account.

The guaranteed interest rate, compounded annually, used in calculating
Accumulation Values of amounts allocated to the General Account is shown on the
Policy Schedule and is not based on the investment experience of any Division of
the Separate Account.  We can use interest rates greater than the guaranteed
rates to calculate Accumulation Values of amounts allocated to the General
Account.  Once interest greater than 4.0% has been credited to the Accumulation
Value, it becomes non-forfeitable.  We may apply a different rate of interest to
that portion of the Accumulation Value which equals the amount of the policy
loan.  However, the annual rate applied will never be less than 4.0%.

                            POLICY VALUES PROVISION

ACCUMULATION VALUE. The Accumulation Value of Your policy is the total of all
values in the Divisions of the Separate Account  and in the General Account.
The Accumulation Value reflects:

1.  Net Premiums paid;

2.  Monthly deductions;

3.  The investment experience of the Divisions selected less the Mortality and
    Expense Charge;

4.  Amounts allocated to the General Account, including interest earned on
    amounts in the General Account;

5.  Deductions due to partial surrenders and any charges for partial surrenders;
    and

6.  Deductions, if any, resulting from decreases in Specified Amount.

Net premiums are allocated, in accordance with Your instructions, to the General
Account  or allocated to the selected Divisions of the Separate Account and
converted to Valuation Units.

On each Monthly Deduction Day, a Monthly Deduction will be made by reducing the
unloaned portion of the General Account or redeeming Valuation Units from each
applicable Division in the same ratio as the allocation of policy deductions in
effect on the Monthly Deduction Day.

If the unloaned portion of the General Account or the balance in any Division of
the Separate Account is insufficient to  make a Monthly Deduction in this
manner, We will cancel Valuation Units from each applicable Division and reduce
the unloaned portion of the General Account in the same ratio the Monthly
Deduction bears to the unloaned Accumulation Value of Your policy.

The Accumulation Value in any Division is determined by multiplying the value of
a Valuation Unit by the number of Valuation Units held under the policy in that
Division.

The value of the Valuation Units equal to the amount being borrowed from the
Separate Account will be transferred to the General Account as of the Business
Day that the loan request is received In Writing.

Valuation Units are surrendered to reflect a partial surrender as of the
Business Day that the request for partial surrender is received In Writing.

99206N

                                    Page 11


ON THE DATE OF ISSUE. The Accumulation Value on the Date of Issue is:

1.  The Net Premium received; less

2.  The Monthly Deduction for the first policy month. (See "How We Calculate a
    Monthly Deduction.")

The first deduction day is the Date of Issue. The Monthly Deduction Day is shown
on the Policy Schedule.

ON EACH MONTHLY DEDUCTION DAY.  On each Monthly Deduction Day after the Date of
Issue, We will determine the Accumulation Value as follows:

1.  We will take the Accumulation Value as of the last Monthly Deduction Day;

2.  Add the interest earned for the month on the excess of the General Account
    value on the last Monthly Deduction Day over any partial surrenders and
    transfers made from the General Account since the last Monthly Deduction
    Day;

3.  Add all Net Premiums received since the last Monthly Deduction Day;

4.  Add any investment gain (or subtract any investment loss) on the Divisions
    of the Separate Account since the last Monthly Deduction Day as measured by
    the change in the value of the Valuation Units;

5.  Subtract any partial surrender made and any charges for partial surrenders
    since the last Monthly Deduction Day; and

6.  Subtract the Monthly Deduction for the policy month following the Monthly
    Deduction Day.  (See "How We Calculate a Monthly Deduction.")

ON ANY VALUATION DATE OTHER THAN A MONTHLY DEDUCTION DAY.  The Accumulation
Value on any Valuation Date other than a Monthly Deduction Day will be the sum
of:

1.  The value of the General Account as of the last Monthly Deduction Day;

2.  Less any partial surrenders and any charges for partial surrenders since the
    last Monthly Deduction Day;

3.  Plus all Net Premiums received since the last Monthly Deduction Day; and

4.  Plus the sum of the values of the Divisions of the Separate Account as of
    the last Monthly Deduction Day, plus the amount of any investment gain (or
    minus any investment loss) on the Divisions since the last Monthly Deduction
    Day as measured by the change in the value of the Valuation Units.

CASH VALUE.  The Cash Value of this policy will be equal to the Accumulation
Value less the Surrender Charge, if any.

CASH SURRENDER VALUE.  The Cash Surrender Value of this policy will be equal to
the Cash Value less any indebtedness.

MONTHLY DEDUCTIONS MAY BE MADE ONLY IF THERE IS SUFFICIENT CASH SURRENDER VALUE
(UNLESS THE POLICY IS BEING CONTINUED UNDER THE GUARANTEED MINIMUM DEATH BENEFIT
PROVISION).  Unless this policy is being continued in force under the
"Guaranteed Minimum Death Benefit" provision, a Monthly Deduction from the
Accumulation Value may be made only if the Cash Surrender Value is equal to or
greater than the Monthly Deduction.  The Accumulation Value will be reduced by
the amount of each Monthly Deduction which will cause an equal reduction in the
Cash Surrender Value.  If the Cash Surrender Value on a Monthly Deduction Day is
not sufficient to meet the Monthly Deduction for the current month, this policy
will be subject to the "Grace Period" and "Guaranteed Minimum Death Benefit"
provisions.

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                                    Page 12


SURRENDER CHARGES.  Surrender Charges will apply if this policy is surrendered
or the Specified Amount is surrendered or reduced during the Surrender Charge
Period.  Surrender Charges for any increases in Specified Amount will apply if
such increases are surrendered or reduced during the Surrender Charge Period of
each increase.  Surrender Charges will vary according to the Joint Equal Age at
issue as shown in the Table of Surrender Charges per $1,000 of Specified Amount.

You may make a request for surrender or decrease in the Specified Amount at any
time during the last surviving Contingent Insured's lifetime before the Maturity
Date except that a decrease in the Specified Amount may not become effective
prior to the end of the first policy year.

The amount being surrendered or decreased will take affect on the Valuation Date
on or next following the date We receive a Written request for surrender or
decrease.

HOW WE CALCULATE A MONTHLY DEDUCTION.  Each Monthly Deduction includes:

1.  The cost of insurance provided by the basic policy;

2.  The cost of insurance for benefits provided by riders, if any; and

3.  The Monthly Administration Fee.

HOW WE CALCULATE THE COST OF INSURANCE FOR THE BASIC POLICY.  We calculate the
cost of insurance at the beginning of each policy month on the Monthly Deduction
Day.  The cost of insurance is determined as follows:

1.  Reduce the Death Benefit Amount by the amount of Accumulation Value on the
    Monthly Deduction Day before the cost of insurance deduction is taken, and
    after the Monthly Administration Fee is deducted;

2.  Multiply the difference by the cost of insurance rate per $1,000 of net risk
    amount as provided in the "Cost of Insurance Rate" provision; and

3.  Divide the result by 1,000.

COST OF INSURANCE FOR BENEFITS PROVIDED BY RIDERS. The cost of insurance for
benefits provided by riders, if any, will be as stated on the Policy Schedule or
in an endorsement to this policy.

MONTHLY ADMINISTRATION FEE. An administration fee will be deducted monthly.  The
amount of the monthly fee may be adjusted, but will never be greater than the
amount shown on the Policy Schedule.

COST OF INSURANCE RATE.  The cost of insurance rate for the Initial Specified
Amount, and for each Specified Amount increase, is based on each Contingent
Insured's:

1.  Gender;

2.  Age nearest birthday on each policy anniversary; and

3.  Premium class associated with the Initial Specified Amount and each increase
    in the Specified Amount.  The premium class is shown on the Policy Schedule.

A portion of the cost of insurance rate is used to recover acquisition costs
associated with issuing the policy.  Such acquisition costs are higher in the
early policy years.

A table of guaranteed monthly cost of insurance rates is included in this
policy.  We can use cost of insurance rates that are lower than the guaranteed
rates.  Any change in rates will apply to all policies in the same rate class as
this policy.  The rate class of this policy is determined on its Date of Issue
according to:

99206N

                                    Page 13


1.  The calendar year of issue and policy year;

2.  The plan of insurance;

3.  The amount of insurance; and

4.  The age, gender and premium class of each Contingent Insured.

CHANGES IN RATES, CHARGES AND FEES.  This policy does not participate in Our
profits or surplus. Any redetermination of the cost of insurance rates, interest
rates, mortality and expense charges, Monthly Administration Fee or percentage
of premium charges will be based on Our expectations as to investment earnings,
mortality, persistency and expenses. (including but not limited to, reinsurance
costs and applicable tax charges.)  Such changes in policy cost factors will be
determined in accordance with procedures and standards on file with the
Insurance Department and will be determined at least every five years.  We will
not change these charges in order to recoup any prior losses.

TAX CHARGE. We reserve the right to impose additional charges or to establish
reserves for any federal or local taxes that may be incurred by Us, and that may
be deemed attributable to this policy.  Any increase in the Tax Charge must be
approved by the Superintendent of Insurance.

GRACE PERIOD. If the Cash Surrender Value on a Monthly Deduction Day is not
enough to meet the Monthly Deduction for the current month, this policy will
remain in force during the 61-day period that follows. If the Cash Surrender
Value on a policy anniversary is not enough to pay any loan interest due, this
policy will remain in force during the 61-day period that follows. Such 61-day
period is referred to in this policy as the "Grace Period." There is no Grace
Period for the initial Monthly Deduction.

If the amount We require to keep Your policy in force is not paid by the end of
the Grace Period, this policy will terminate without value.  However, We will
give You at least 31 days notice prior to termination that Your policy is in the
Grace Period and advise You of the amount required to keep Your policy in force.
Such notice will be sent to You at Your last known address, and to the assignee
of record, if any.  If the last surviving Contingent Insured dies during the
Grace Period, Monthly Deductions through the policy month in which the death
occurred will be deducted from the proceeds.

If a surrender request is received within 31 days after the Grace Period
commences, the Cash Surrender Value payable will not be less than the Cash
Surrender Value on the Monthly Deduction Day the Grace Period commenced adjusted
for subsequent loans and partial surrenders.  The Monthly Deduction for the
policy month following such Monthly Deduction Day will not be subtracted in the
calculation of such Cash Surrender Value.

GUARANTEED MINIMUM DEATH BENEFIT.  A Guaranteed Minimum Death Benefit (GMDB)
monthly premium is shown on the Policy Schedule.  The Option 1 death benefit
will remain payable while the GMDB is in force if, on each Monthly Deduction
Day:

1.  The sum of premiums paid less any policy loans, is greater than:

2.  The sum of monthly GMDB premiums accumulated from the Date of Issue
    (including the monthly GMDB premium for the current month).

It is important to note that the benefit provided is the Option 1 death benefit,
even if Your policy's Cash Surrender Value has declined to zero, and even if You
have selected Option 2 as the death benefit for Your policy.  The GMDB is a
minimum death benefit payable in lieu of (and not in addition to) benefits
otherwise payable under this policy.

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                                    Page 14


The GMDB premium shown on the Policy Schedule is for the Initial Specified
Amount and any benefit riders in force on the Date of Issue.  If the Specified
Amount is increased, or if a benefit rider is added or increased, a new GMDB
premium will be calculated.  If a benefit rider providing term life insurance
coverage is removed or decreased, a new GMDB premium will be calculated.  If any
other benefit rider is removed or decreased, no change will be made in the GMDB
premium.  If a decrease in the Specified Amount is requested by the Owner the
GMDB will terminate.

If the policy lapses and is later reinstated, the GMDB will not be reinstated.

SUSPENSION OR TERMINATION OF THE GMDB.  You will not permanently lose the GMDB
when premium payments fall below the required premium amount, as long as the
policy remains in force.  Your payment of sufficient premiums to pass the GMDB
test will restore the GMDB.

The GMDB will terminate if:

1.  The policy terminates;

2.  The Specified Amount is decreased at the request of the Owner;

3.  A change is made in the Death Benefit Option; or

4.  A partial surrender is made.

FULL SURRENDER.  Subject to the Beneficiary and Proceeds section, You may return
Your policy to Us and request its Cash Surrender Value at any time during the
last surviving Contingent Insured's lifetime before the Maturity Date.  The Cash
Surrender Value will be determined as of the Business Day the policy and the
Written request for surrender are received In Writing.  If surrender takes place
within 31 days after a policy anniversary, the Cash Surrender Value will not be
less than on that anniversary.  The Company may delay payment if the Suspension
and Deferral of Payments Provision is in effect.

PARTIAL SURRENDER.  At any time after the first policy year, You may request a
portion of the Cash Surrender Value of the policy.  Your request must be made In
Writing during the last surviving Contingent Insured's lifetime before the
Maturity Date.  The minimum partial surrender is shown on the Policy Schedule.

Valuation Units are surrendered to reflect a partial surrender as of the
Business Day We receive the Written request for partial surrender.

A partial surrender will result in a reduction of the Cash Value, Accumulation
Value and the Death Benefit Amount.  The Cash and Accumulation Values will be
reduced by the amount of the partial surrender. The reduced Death Benefit Amount
will be determined in accordance with the Death Benefit Option provision.  If
Your Death Benefit Option is Option 1, the Specified Amount will be reduced by
the amount of the partial surrender.  (The reduced amount will not be less than
$25,000.)  The Death Benefit Amount remaining after this reduction must be no
less than the Minimum Death Benefit Amount after a Decrease in Specified Amount
shown on the Policy Schedule.

A partial surrender will result in the cancellation of Valuation Units from each
applicable Division and a reduction of the unloaned portion of the General
Account in the same ratio as the allocation of policy deductions in effect on
the date of each partial surrender.  If the number of Valuation Units in any
Division or  in the unloaned portion of the General Account is insufficient to
make a partial surrender in this manner, We will cancel Valuation Units from
each applicable Division and reduce the unloaned portion of the General Account
in the ratio the partial surrender request bears to the Cash Surrender Value of
Your policy.  You must state In Writing in advance how partial surrenders should
be made if other than this method is to be used.

In addition to the amounts shown in the Table of Surrender Charges, there will
be a charge for each partial surrender not to exceed the lesser of 2% of the
amount withdrawn or $25.

The Company may delay payment if the Suspension and Deferral of Payments
Provision is in effect.

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                                    Page 15


PERIOD OF INSURANCE COVERAGE IF AMOUNT OR FREQUENCY OF PREMIUM PAYMENTS IS
REDUCED OR IF PREMIUM PAYMENTS ARE DISCONTINUED.  If You reduce the amount or
frequency of premium payments, or if You discontinue payment of premiums, We
will continue making Monthly Deductions (as long as there is sufficient Cash
Surrender Value to make such deductions) until the Maturity Date.  This policy
will remain in force until the earliest of the following dates:

1.  The Maturity Date (if there is sufficient Cash Surrender Value to make
    Monthly Deductions to that date);

2.  Surrender of the policy;

3.  The end of the Grace Period; or

4.  Death of the last surviving Contingent Insured.

                               TRANSFER PROVISION

TRANSFER OF ACCUMULATION VALUE.  Transfers will be made as of the Business Day
We receive the Written  transfer request, subject to the restrictions that
follow.  If You elect to use the transfer privilege, We will not be liable for a
transfer made in accordance with Your instructions.  We may not unilaterally
terminate or discontinue the transfer privilege.  However, we reserve the right
to charge a $25 fee for each transfer in excess of 12 in a policy year.  Any
such charge will be administered in a nondiscriminatory manner.  Transfers under
the Dollar Cost Averaging or Automatic Rebalancing programs will not count
toward the 12 free transfers.

TRANSFER OF ACCUMULATION VALUE (SEPARATE ACCOUNT).  You may transfer all or part
of Your interest in a Division of the Separate Account subject to the following:

1.  The minimum amount which may be transferred is $500.

2.  If the entire amount in a Division of the Separate Account is not being
    transferred, the minimum which must remain is $500.

Transfers between Separate Account Divisions result in the redemption of
Valuation Units in one Division and the purchase of Valuation Units in the
Division to which the transfer is made.  We will not honor Your request for a
transfer if the Separate Account is unable to purchase shares of an Investment
Option for any reason.

TRANSFER OF ACCUMULATION VALUE (GENERAL ACCOUNT).  A transfer from the General
Account to a Division of the Separate Account may be made during the 60 day
period following each policy anniversary.  The amount that may be transferred
will be the greatest of the following amounts:

1.  Twenty-five percent (25%) of the unloaned portion of the General Account as
    of the policy anniversary;

2.  The total dollar amount withdrawn from the General Account during the prior
    policy year (whether the amount withdrawn was a partial surrender for cash
    or was being transferred to the Separate Account);

3.  $500.

DOLLAR COST AVERAGING.  Dollar Cost Averaging (DCA) is an automatic transfer of
funds made periodically prior to the Maturity Date in accordance with
instructions from the Owner.  Transfers will be made in accordance with the
Transfer provisions, except as provided below:

1.  DCA transfers may be made:

    (a)  On any day of the month except the 29th, 30th or 31st;

    (b)  On a monthly, quarterly, semi-annual or annual basis; and

    (c)  From the Money Market Division to one or more of the other Separate
         Account Divisions.

2.  DCA may be elected only if the Accumulation Value at the time of election is
    $5,000 or more.

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                                    Page 16


3.  The minimum amount of each DCA transfer is $100, or the remaining amount in
    the Money Market Division, if less.

4.  DCA may not begin prior to the first Valuation Date following the 15th day
    after the initial Net Premium is applied.

5.  DCA will end when there is no longer any value in the Money Market Division,
    or when You request that DCA end.

6.  Amounts applied to the Money Market Division while DCA is active will be
    available for future dollar cost averaging in accordance with the current
    DCA request.

7.  There is no charge for DCA.

8.  DCA is not available if Automatic Rebalancing is active.

AUTOMATIC REBALANCING. Automatic Rebalancing occurs when funds are transferred
by the Company between the Separate Account Divisions so that the values in each
Division match the premium allocation percentages then in effect. You may choose
Automatic Rebalancing on a quarterly, semi-annual or annual basis if your
Accumulation Value is $5,000 or more. The date Automatic Rebalancing occurs will
be based on the Date of Issue of Your policy.  For example, if Your policy is
dated January 17, and You have requested Automatic Rebalancing on a quarterly
basis, Automatic Rebalancing will start on April 17, and will occur quarterly
thereafter. After Automatic Rebalancing is elected, it will continue until We
are notified In Writing that it is to be discontinued.  There is no charge for
Automatic Rebalancing.  Automatic Rebalancing is not available if DCA is active.

                 SUSPENSION AND DEFERRAL OF PAYMENTS PROVISION

We reserve the right to defer payment of any Death Benefit Amount, loan or other
distribution that comes from that portion of Your Accumulation Value that is
allocated to Separate Account USL VL-R, if:

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

2.  An emergency exists, as a result of which disposal of securities is not
    reasonably practicable or it is not reasonably practicable to fairly
    determine the Accumulation Value; or

3.  The U.S. Securities and Exchange Commission by order permits the delay for
    the protection of Owners.

As to amounts allocated to the General Account, We may defer payment of any Cash
Surrender Value withdrawal or loan amount for up to six months, or the period
allowed by law, whichever is less, after We receive the request In Writing.  If
payment is deferred for more than 30 days We will pay interest at an annual
effective rate of not less than 3% per year from the date of the request.

Written notice of both the imposition and termination of any such suspension
will be given to the Owners, assignees of record and any irrevocable
Beneficiaries.

Payments which were due to have been made and which were deferred following the
suspension of the calculation of the Cash Surrender Value will be made within
thirty (30) days following the lifting of the suspension, and will be calculated
based on the Valuation Date which immediately follows termination of the
suspension.

99206N

                                    Page 17


                                  POLICY LOANS

You should consult Your tax advisor before You obtain a Policy Loan.

You may borrow from Us at any time while this policy is in force, an amount
which is equal to or less than the policy loan value.  The policy loan value
will be the Cash Surrender Value, less interest on the amount to be borrowed
(including interest on any prior outstanding policy loan) to the next policy
anniversary.

The value of Valuation Units equal to the amount You borrow from the Separate
Account will be transferred to the General Account as of the Business Day that
We receive Your Written loan request.

OBTAINING A LOAN.  You may obtain a policy loan by Written request and
assignment of the policy as sole security for the loan.  The Company may delay
processing the loan requested if the Suspension and Deferral of Payments
Provision is in effect.

EFFECT OF A LOAN.  When a loan is made, an amount equal to the amount being
borrowed from the Separate Account will be transferred to the General Account.
A loan will result in cancellation of units from each applicable Division and
reduction of the unloaned portion of the General Account according to the
allocation of policy deductions then in effect.  The resulting amount will be
added to the loaned portion of the General Account.  If the number of Valuation
Units in any Division or unloaned portion of the General Account is insufficient
for a loan to be made in this manner, We will cancel Valuation Units from each
applicable Division and reduce the unloaned portion of the General Account in
the same ratio the loan bears to the unloaned Accumulation Value of Your policy.
You must state In Writing in advance which Division units are to be canceled if
a different method is to be used.

Repayment of a loan will first be allocated to the General Account until You
have repaid any loaned amounts that were allocated to the General Account.  You
may tell Us how to allocate repayments above that amount.  If You do not tell
Us, an amount equal to the loan repayment will be transferred from the General
Account to the Divisions in the same ratio currently in effect for the
allocation of Net Premiums.

A loan, whether or not repaid, will have a permanent effect on the Cash
Surrender Values and on the death benefits.  If not repaid, any indebtedness
will reduce the amount of Death Benefit Proceeds and the amount available upon
surrender of the policy.

LOAN INTEREST.  Loan interest will accrue daily at an annual effective rate of
4.31% during the first 10 policy years, and 4.08% thereafter payable in advance.
(This is equivalent to an annual effective rate of 4.50% during the first 10
policy years and 4.25% thereafter paid in arrears.)  On each policy anniversary,
loan interest for the next year is due in advance.  Unpaid loan interest will be
deducted from the various accounts according to the Allocation of  Policy
Deductions then in effect, and added to the loaned portion of the General
Account.

If the number of Valuation Units in any Division or unloaned portion of the
General Account is insufficient to deduct unpaid loan interest in this manner,
We will cancel Valuation Units from each applicable Division and reduce the
unloaned portion of the General Account in the same ratio the unpaid loan
interest bears to the unloaned Accumulation Value of Your policy.  We will
credit interest monthly on the loaned portion of the General Account at an
annual effective rate of 4.0%.

PREFERRED LOANS.  A "Preferred Loan" is a policy loan that is made at a net cost
to the Owner that is less than the net cost of other policy loans.  Starting on
the tenth policy anniversary, this policy will be eligible for "Preferred Loans"
subject to the following guidelines:

1.  The maximum amount eligible for Preferred Loans during a policy year is
    restricted to the lesser of the following values on the first day of such
    policy year:

    a)  The policy loan value; or

    b)  10% of the Accumulation Value.

99206N

                                    Page 18


2.  When a Preferred Loan is made, interest to the next policy anniversary will
    be charged at the rate shown in the Loan Interest provision.

3.  Interest credited to the amount of the Accumulation Value offset by a
    Preferred Loan:

    a)  Will be an annual effective rate that is equal to or less than the
        Policy Loan annual effective interest rate; and

    b)  Will be at a higher rate than the rate used to credit interest to values
        offset by any other policy loan and will never be less than an annual
        effective rate of 4.25%.

HOW YOU MAY REPAY A POLICY LOAN.  You may repay all or part of a policy loan at
any time, except that;

1.  Repayment may be made only while this policy is in force and prior to the
    death of the last surviving Contingent Insured;

2.  A partial repayment must be at least $10; and

3.  At the time You repay all or part of a policy loan, You must specify the
    payment is to repay all or part of the policy loan.

At any time Your policy loan exceeds the Cash Value, this policy will lapse.
However, at least 31 days prior notice must be mailed by Us to Your last known
address and to the assignee of record, if any.

WE CAN DELAY PAYMENT.  We can delay lending You money for up to 6 months, or the
period allowed by law, whichever is less.  However, We cannot delay lending You
money if the amount is to be used to pay a premium to Us.

                            BENEFICIARY AND PROCEEDS

BENEFICIARY.   The Beneficiary, with respect to each Contingent Insured, will be
as named in the application, or later changed by the Owner. Unless the Owner
provides otherwise, upon the death of the last surviving Contingent Insured We
will pay proceeds in equal shares to the named Beneficiaries that survive such
Contingent Insured.  Unless otherwise provided by the beneficiary designation,
proceeds will be paid as follows:

1.  If any Beneficiary of the last surviving Contingent Insured dies while the
    last surviving Contingent Insured is living, that Beneficiary's interest
    will pass to any other Beneficiaries of the last surviving Contingent
    Insured according to their respective interests.

2.  If there is no Beneficiary upon the death of the last surviving Contingent
    Insured (and there is no provision to the contrary), proceeds will be paid
    in one sum to the Owner, if living; otherwise, proceeds will be paid to the
    Owner's estate.

COMMON DISASTER.  If We cannot determine whether a Beneficiary or the last
surviving Contingent Insured died first in a common disaster, We will assume
that the Beneficiary died first.   We will pay proceeds on this basis unless an
endorsement to this policy provides otherwise.

SIMULTANEOUS DEATH OF CONTINGENT INSUREDS.  If We are unable to determine to Our
satisfaction that one of the Contingent Insureds predeceased the other, it will
be assumed that the Contingent Insureds died simultaneously.  Thereupon, one-
half of the Death Benefit Proceeds will be payable with respect to each of the
Contingent Insureds.

PROCEEDS.  Proceeds means the amount payable on:

1.  The Maturity Date;

2.  Exercise of the full surrender benefit; or

99206N

                                    Page 19


3.  The death of the last surviving Contingent Insured.

The Proceeds on the Maturity Date will be the Cash Surrender Value.  The
Proceeds on the last surviving Contingent Insured's death will be the Death
Benefit Amount less any outstanding policy loan.

All Proceeds and partial surrender benefits are subject to the provisions of the
Payment Options section and the other provisions of this policy.

                       CHANGE OF OWNERSHIP OR BENEFICIARY

You may change the Owner or the Beneficiary at any time prior to the death of
the last surviving Contingent Insured unless the previous designation provides
otherwise.  To do so, send a Written request to Our Administrative Center.  The
change will go into effect when We have recorded the change.

However, after the change is recorded, it will be deemed effective as of the
date of Your Written request for change.  The change will be subject to any
payment made or action We take before the request is recorded.

                                PAYMENT OPTIONS

Instead of being paid in one sum, all or part of the proceeds may be applied
under any of the Payment Options described in this provision.  In addition to
these options other methods of payment may be chosen with Our consent.

PAYMENT CONTRACT.  When proceeds become payable under a Payment Option, a
Payment Contract will be issued to each payee.  The Payment Contract will state
the rights and benefits of the payee.  It will also name those who are to
receive any balance unpaid at the death of the payee.

ELECTION OF OPTIONS.  The Owner may elect or change any Payment Option prior to
the death of the last surviving Contingent Insured, subject to the provisions of
this policy.  This election or change must be In Writing.

Within 60 days after We receive Written notification of the last surviving
Contingent Insured's death, a payee entitled to proceeds in one sum may elect to
receive proceeds under any option.

OPTION 1.  PAYMENTS FOR A SPECIFIED PERIOD: Equal monthly payments will be made
for a specified period.  The Option 1 Table in this policy shows the monthly
income for each $1,000 of proceeds applied.

OPTION 2.  PAYMENTS OF A SELECTED AMOUNT: Equal monthly payments of a selected
amount will be made.  Each payment must be at least $60 a year for each $1,000
of proceeds applied.  Payments will continue until the amount applied, with
interest, has been paid in full.

OPTION 3.  MONTHLY PAYMENTS FOR LIFE: Equal monthly payments will be made for a
specified period, and will continue after that period for as long as the payee
lives.  The specified period may be 10, 15 or 20 years.

The Option 3 Table in this policy shows the monthly income for each $1,000 of
proceeds applied.  The tables are based on the 1983a Male or Female Tables
adjusted by projection scale G for 9 years, with interest at the rate of 3% per
year and a 2% load.

At the time payments are to begin under this option, the payee may choose one of
the following:

1.  Monthly payments based on the Option 3 Table; or

2.  Monthly payments equal to a monthly annuity based on Our single premium
    immediate annuity rates then in use.

99206N

                                    Page 20


OPTION 4. PROCEEDS LEFT AT INTEREST: Proceeds may be left on deposit with Us for
any period up to 30 years.  Interest earned on the proceeds may be:

1.  Left on deposit to accumulate at the rate of 3% compounded annually; or

2.  Paid in installments at the rate for each $1,000 of proceeds of $30
    annually, $14.89 semiannually, $7.42 quarterly or $2.47 monthly.

Upon the death of the payee, or at the end of the specified period, any balance
left on deposit will be paid in a lump sum or under Payment Options 1, 2 or 3.

INTEREST RATES.  The guaranteed rate of interest for proceeds held under Payment
Options 1, 2, 3 and 4 is 3% compounded annually.  We may credit interest at a
higher rate.  Any higher rate will be determined by Us.

PAYMENTS.  The first payment under Options 1, 2 and 3 will be made when the
claim for payment of proceeds has been approved. Payments after the first will
be made according to the manner of payment chosen.  Interest under Option 4 will
be credited from the date We receive Written notification of death and paid or
added to the proceeds as provided in the Payment Contract.

AVAILABILITY OF OPTIONS.  If the proposed payee is not a natural person, payment
options may be chosen only with Our consent.

If this policy is assigned, We will have the right to pay the assignee in one
sum the amount to which the assignee is entitled.  Any balance will be applied
according to the option chosen.

The amount to be applied under any one option must be at least $2,000.  The
payment elected under any one option must be at least $25.  If the total policy
proceeds are less than $2,000, payment will be made in one lump sum.

EVIDENCE THAT PAYEE IS ALIVE.  Before making any payment under a Payment Option,
We may ask for proof that the payee is alive.  If We request proof, no payment
will be made or considered due until We receive proof.

DEATH OF A PAYEE.  If a payee dies, any unpaid balance will be paid as stated in
the Payment Contract.  If there is no surviving payee named in the Payment
Contract, We will pay the estate of the payee:

1.  Under Options 1 and 3, the value, as of the date We receive Written
    notification of death, of the remaining payments for the specified period
    discounted at the rate of interest, compounded annually, that was used in
    determining the amount of the monthly payment;

2.  Under Options 2 and 4, the balance of any proceeds remaining unpaid with
    accrued interest, if any.

WITHDRAWAL OF PROCEEDS UNDER OPTIONS 1 OR 2.  If provided in the Payment
Contract, a payee will have the right to withdraw the entire unpaid balance
under Options 1 or 2.  Under Option 1, the amount will be the value of the
remaining payments for the specified period discounted at the rate of interest
used in determining monthly income.  Under Option 2, the amount will be the
entire unpaid balance.

WITHDRAWAL OF PROCEEDS UNDER OPTION 4.  A payee will have the right to withdraw
proceeds left under Option 4 subject to the following rules:

1.  The amount to be withdrawn must be $500 or more; and

2.  A partial withdrawal must leave a balance on deposit of $1,000 or more.

WITHDRAWALS MAY BE DEFERRED.  We may defer payment of any withdrawal for up to 6
months from the date We receive a Written withdrawal request.

ASSIGNMENT.  Payment Contracts may not be assigned.

99206N

                                    Page 21


CHANGE IN PAYMENT.  The right to make any change in payment is available only if
the Payment Contract provides for a change in payment.

CLAIMS OF CREDITORS.  To the extent permitted by law, proceeds will not be
subject to any claims of a Beneficiary's creditors.

                               GENERAL PROVISIONS

ASSIGNING YOUR POLICY.  Prior to the death of the last surviving Contingent
Insured, You may assign this policy as security for an obligation.  We will not
be bound by an assignment unless it is received In Writing at Our Administrative
Center.  Two copies of the assignment must be submitted.  We will retain one
copy and return the other.  We will not be responsible for the validity of any
assignment.

INCONTESTABILITY.  We rely on the statements made in the application for the
policy and applications for any reinstatements or increases in Specified Amount.
These statements are considered representations and not warranties.  No
statement may be used in defense of a claim under the policy unless it is in
such applications.

We cannot contest this policy after it has been in force during the last
surviving Contingent Insured's lifetime for 2 years from the Date of Issue.
However, We can contest an increase in Specified Amount before such increase has
been in effect during the last surviving Contingent Insured's lifetime for 2
years.

Additionally, if this policy is reinstated, We cannot contest the reinstated
policy after it has been in force during the last surviving Contingent Insured's
lifetime for 2 years from the date of reinstatement.  However, We can contest a
reinstatement or an increase in Specified Amount based solely on the information
provided in the application for such reinstatement or increase.

These 2 year limitations do not apply to any Disability or Accidental Death
Benefit, or to the nonpayment of premium.

SUICIDE EXCLUSION.  If the last surviving Contingent Insured takes his or her
own life within 2 years from the Date of Issue, We will refund all premiums
paid, less any policy loans, and less any partial cash surrenders paid, and this
policy will be terminated as of the Date of Issue.

If there are any increases in the Specified Amount that results from an
application by You subsequent to the Date of Issue (see the section entitled
"Changing Your Insurance Policy"), a new 2 year period shall apply to each
increase beginning on the date of each increase.

If the last surviving Contingent Insured takes his or her own life during the 2
year period following an increase, but after the policy has been in force for 2
years or more, We will refund the costs of insurance that were deducted for the
increase, and that increase will be terminated.  The Initial Specified Amount,
and any increases in Specified Amount that have been in force for 2 years or
more, will remain in force on the life of the last surviving Contingent Insured.

When the laws of the state in which this policy is delivered require less than
these 2 year periods, the periods will be as stated in such laws.

AGE OR GENDER INCORRECTLY STATED.  If the age or gender of a Contingent Insured
has been misstated to Us, We will adjust the excess of the Death Benefit Amount
over the Accumulation Value on the date of death to that which would have been
purchased by the Monthly Deduction for the policy month of death at the correct
cost of insurance rate.  By age, We mean age nearest birthday as of the Date of
Issue.

STATUTORY BASIS OF POLICY VALUES.  The Cash Values of the policy are not less
than the minimum values required by the law of the state where this policy is
delivered. The calculation of the Cash Values includes a charge for the cost of
insurance, as shown in the Table of Guaranteed Monthly Cost of Insurance Rates
and for the General Account interest at the annual effective rate shown on the
Policy Schedule.

99206N

                                    Page 22


Calculation of minimum Cash Values, nonforfeiture benefits and Guaranteed Cost
of Insurance Rates are based on the 1980 Smoker or Nonsmoker Commissioners
Standard Ordinary Ultimate Mortality Table for the appropriate gender and age
nearest birthday.

A detailed statement of the method of computing values has been filed with the
state insurance department where required.

NO DIVIDENDS.  This policy will not pay dividends.  It will not participate in
any of Our surplus or earnings.

ANNUAL REPORT.  We will send to You at least once a year, without charge, an
annual report which will show a summary of all transactions since the last
report, including:

1.  Premiums paid;

2.  Transfers;

3.  Expense charges deducted;

4.  The cost of insurance deducted;

5.  Partial surrender benefits deducted including partial surrender fees;

6.  The amount of any outstanding policy loan;

7.  Separate Account Unit Values;

8.  The current Cash Surrender Value and Accumulation Values;

9.  The Death Benefit Amount; and

10. Any other information required by the Superintendent of Insurance.

WHEN THIS POLICY TERMINATES. This policy will terminate if:

1.  You request that this policy be terminated;

2.  The last surviving Contingent Insured dies;

3.  Premiums are refunded due to suicide of either Contingent Insured;

4.  The policy matures; or

5.  The Grace Period ends and there is not sufficient Cash Surrender Value to
    cover a Monthly Deduction.

REINSTATEMENT.  "Reinstating" means placing Your policy in force after it has
terminated at the end of the Grace Period.  We will reinstate this policy if We
receive:

1.  Your Written request within 5 years after the end of the Grace Period and
    before the Maturity Date;

2.  Current evidence of insurability satisfactory to Us for each Contingent
    Insured who was living on the date the policy terminated;

3.  Payment of enough premiums to keep the policy in force for 2 months; and

4.  Payment or reinstatement of any indebtedness.

99206N

                                    Page 23


The reinstated policy will be in force from the Monthly Deduction Day on or
following the date We approve the reinstatement application.

The original surrender charge schedule will apply to a reinstated policy.  The
Accumulation Value at the time of reinstatement will be:

1.  The Surrender Charge deducted at the time of lapse (such charge not being
    greater than the Accumulation Value at the time of lapse before the
    Surrender Charge was applied); plus

2.  The Net Premium allocated in accordance with the premium allocation
    percentages at time of lapse unless the reinstatement application provides
    otherwise, using Unit Values as of the date of reinstatement; plus

3.  Any loan, repaid or reinstated; less

4.  The Monthly Deduction for one month.

The dollar amount of any Surrender Charge reinstated will be the same as the
dollar amount of Surrender Charge at the time of lapse, and will be applied to
the funds from which the Surrender Charge was deducted at the time of lapse
using Unit Values as of the date of reinstatement.

OPTION TO EXCHANGE POLICY DURING FIRST 18 MONTHS.  At any time during the first
18 months from the Date of issue of this policy, and while this policy is in
force on a premium paying basis, it may be exchanged for any general account
plan of life insurance offered by the Company for exchange on the Date of Issue
of this policy, subject to the following conditions.

1.  The new policy will be issued with the same Date of Issue, insurance age,
    and risk classification as this policy;

2.  The amount of insurance will be the same as the initial amount of insurance
    under this policy;

3.  The new policy may include any additional benefit provided by rider included
    in this policy if available for issue with the new policy;

4.  The exchange will be subject to an equitable premium or cash value
    adjustment that takes appropriate account of the premiums and cash values
    under the original and new policies;

Evidence of insurability will not be required for the exchange.

99206N

                                    Page 24


           TABLE OF SURRENDER CHARGES PER $1,000 OF SPECIFIED AMOUNT

The following charges apply to each $1,000 of Initial Specified Amount
surrendered during the Surrender Charge Period following the Date of Issue.  The
charges also apply to each $1,000 of increase in Specified Amount surrendered
during the Surrender Charge Period of each increase.  The word "surrender" as
used in this provision means full surrender, or a reduction in Specified Amount
at the request of the Owner, or due to a partial surrender.  The charge for the
surrender of all or any portion of the Specified Amount during the Surrender
Charge Period following the Date of Issue will be equal to the rate shown below
for the joint equal age at issue and the year of surrender, multiplied by the
number of thousands of Specified Amount being surrendered.  The charges for
surrender of all or any portion of an increase in Specified Amount will be equal
to the rates shown below for the joint equal age at issue of such increase and
year of surrender, multiplied by the number of thousands of such increase being
surrendered.  There will be an additional charge for each partial surrender that
will be the lesser of 2% of the amount withdrawn or $25.00.



JEA\DUR        1      2      3      4      5      6      7      8      9     10
                                              
16           0.78   0.68   0.59   0.49   0.39   0.31   0.23   0.16   0.08   0.00
17           0.78   0.68   0.59   0.49   0.39   0.31   0.23   0.16   0.08   0.00
18           0.84   0.74   0.63   0.53   0.42   0.34   0.25   0.17   0.08   0.00
19           0.90   0.79   0.68   0.56   0.45   0.36   0.27   0.18   0.09   0.00
20           0.96   0.84   0.72   0.60   0.48   0.38   0.29   0.19   0.10   0.00
21           1.02   0.89   0.77   0.64   0.51   0.41   0.31   0.20   0.10   0.00
22           1.08   0.95   0.81   0.68   0.54   0.43   0.32   0.22   0.11   0.00
23           1.14   1.00   0.86   0.71   0.57   0.46   0.34   0.23   0.11   0.00
24           1.20   1.05   0.90   0.75   0.60   0.48   0.36   0.24   0.12   0.00
25           1.25   1.09   0.94   0.78   0.62   0.50   0.37   0.25   0.13   0.00
26           1.31   1.15   0.98   0.82   0.65   0.52   0.39   0.26   0.13   0.00
27           1.37   1.20   1.03   0.86   0.68   0.55   0.41   0.28   0.14   0.00
28           1.43   1.25   1.07   0.89   0.71   0.57   0.43   0.29   0.14   0.00
29           1.51   1.32   1.13   0.94   0.76   0.60   0.45   0.30   0.15   0.00
30           1.60   1.40   1.20   1.00   0.80   0.64   0.48   0.32   0.16   0.00
31           1.72   1.50   1.29   1.07   0.86   0.68   0.52   0.34   0.17   0.00
32           1.83   1.60   1.37   1.15   0.92   0.73   0.55   0.37   0.19   0.00
33           1.95   1.70   1.46   1.22   0.98   0.78   0.59   0.39   0.20   0.00
34           2.10   1.84   1.58   1.31   1.05   0.84   0.63   0.42   0.21   0.00
35           2.23   1.95   1.67   1.39   1.12   0.89   0.67   0.44   0.22   0.00
36           2.40   2.10   1.80   1.50   1.20   0.96   0.72   0.48   0.24   0.00
37           2.57   2.25   1.93   1.61   1.28   1.03   0.77   0.52   0.26   0.00
38           2.74   2.40   2.06   1.72   1.37   1.10   0.82   0.55   0.28   0.00
39           2.95   2.59   2.21   1.85   1.48   1.18   0.89   0.59   0.29   0.00
40           3.13   2.74   2.35   1.96   1.57   1.25   0.94   0.62   0.31   0.00
41           3.35   2.93   2.51   2.09   1.68   1.34   1.01   0.67   0.34   0.00
42           3.58   3.13   2.69   2.24   1.79   1.43   1.07   0.71   0.36   0.00
43           3.81   3.34   2.86   2.38   1.91   1.52   1.15   0.76   0.38   0.00
44           4.10   3.59   3.07   2.56   2.05   1.64   1.23   0.82   0.41   0.00
45           4.29   3.76   3.22   2.68   2.15   1.72   1.29   0.86   0.43   0.00
46           4.55   3.98   3.41   2.84   2.28   1.82   1.37   0.91   0.46   0.00
47           4.81   4.21   3.61   3.01   2.41   1.93   1.45   0.96   0.48   0.00
48           5.08   4.44   3.81   3.17   2.54   2.03   1.52   1.01   0.51   0.00
49           5.40   4.73   4.05   3.38   2.70   2.16   1.62   1.08   0.54   0.00
50           5.67   4.96   4.25   3.55   2.84   2.27   1.70   1.13   0.57   0.00



99206N

                                    Page 25


           TABLE OF SURRENDER CHARGES PER $1,000 OF SPECIFIED AMOUNT

The following charges apply to each $1,000 of Initial Specified Amount
surrendered during the Surrender Charge Period following the Date of Issue.  The
charges also apply to each $1,000 of increase in Specified Amount surrendered
during the Surrender Charge Period of each increase.  The word "surrender" as
used in this provision means full surrender, or a reduction in Specified Amount
at the request of the Owner, or due to a partial surrender.  The charge for the
surrender of all or any portion of the Specified Amount during the Surrender
Charge Period following the Date of Issue will be equal to the rate shown below
for the joint equal age at issue and the year of surrender, multiplied by the
number of thousands of Specified Amount being surrendered.  The charges for
surrender of all or any portion of an increase in Specified Amount will be equal
to the rates shown below for the joint equal age at issue of such increase and
year of surrender, multiplied by the number of thousands of such increase being
surrendered.  There will be an additional charge for each partial surrender that
will be the lesser of 2% of the amount withdrawn or $25.00.



JEA\DUR          1       2       3       4       5       6       7       8      9     10
                                                        
51             10.05    8.79    7.54    6.28    5.03    4.02    3.02    2.01   1.01   0.00
52             10.65    9.32    7.99    6.66    5.33    4.26    3.20    2.13   1.07   0.00
53             11.25    9.84    8.44    7.03    5.63    4.50    3.38    2.25   1.13   0.00
54             12.01   10.51    9.01    7.51    6.01    4.80    3.60    2.40   1.20   0.00
55             12.72   11.13    9.54    7.95    6.36    5.09    3.82    2.54   1.27   0.00
56             13.67   11.96   10.25    8.54    6.84    5.47    4.10    2.73   1.37   0.00
57             14.63   12.80   10.97    9.14    7.32    5.85    4.39    2.93   1.46   0.00
58             15.58   13.63   11.69    9.74    7.79    6.23    4.67    3.12   1.56   0.00
59             16.77   14.67   12.58   10.48    8.39    6.71    5.03    3.35   1.68   0.00
60             17.79   15.57   13.34   11.12    8.90    7.12    5.34    3.56   1.78   0.00
61             19.16   16.77   14.37   11.98    9.58    7.66    5.75    3.83   1.92   0.00
62             20.52   17.96   15.39   12.83   10.26    8.21    6.16    4.10   2.05   0.00
63             21.89   19.15   16.42   13.68   10.95    8.76    6.57    4.38   2.19   0.00
64             23.59   20.64   17.69   14.74   11.80    9.44    7.08    4.72   2.36   0.00
65             25.20   22.05   18.90   15.75   12.60   10.08    7.56    5.04   2.52   0.00
66             27.35   23.93   20.51   17.09   13.68   10.94    8.21    5.47   2.74   0.00
67             29.49   25.80   22.12   18.43   14.75   11.80    8.85    5.90   2.95   0.00
68             31.64   27.69   23.73   19.78   15.82   12.66    9.49    6.33   3.16   0.00
69             34.32   30.03   25.74   21.45   17.16   13.73   10.30    6.86   3.43   0.00
70             36.46   31.90   27.35   22.79   18.23   14.58   10.94    7.29   3.65   0.00
71             39.31   34.40   29.48   24.57   19.66   15.72   11.79    7.86   3.93   0.00
72             40.90   35.79   30.68   25.56   20.45   16.36   12.27    8.18   4.09   0.00
73             42.55   37.23   31.91   26.59   21.28   17.02   12.77    8.51   4.26   0.00
74             43.70   38.24   32.78   27.31   21.85   17.48   13.11    8.74   4.37   0.00
75             47.45   41.52   35.59   29.66   23.73   18.98   14.24    9.49   4.75   0.00
76             49.08   42.95   36.81   30.68   24.54   19.63   14.72    9.82   4.91   0.00
77             49.36   43.19   37.02   30.85   24.68   19.74   14.81    9.87   4.94   0.00
78             49.65   43.44   37.24   31.03   24.83   19.86   14.90    9.93   4.97   0.00
79             50.00   43.75   37.50   31.25   25.00   20.00   15.00   10.00   5.00   0.00
80             50.00   43.75   37.50   31.25   25.00   20.00   15.00   10.00   5.00   0.00
81             50.00   43.75   37.50   31.25   25.00   20.00   15.00   10.00   5.00   0.00
82             50.00   43.75   37.50   31.25   25.00   20.00   15.00   10.00   5.00   0.00
83             50.00   43.75   37.50   31.25   25.00   20.00   15.00   10.00   5.00   0.00
84             49.95   43.71   37.46   31.22   24.98   19.98   14.99    9.99   5.00   0.00
85             49.65   43.44   37.24   31.03   24.83   19.86   14.90    9.93   4.97   0.00
86             49.35   42.93   37.01   31.09   24.68   18.75   12.34    6.42   0.00   0.00
87             49.00   41.65   34.79   27.93   21.07   14.21    6.86    0.00   0.00   0.00
88             48.50   40.26   32.50   24.25   16.01    8.25    0.00    0.00   0.00   0.00
89             48.10   38.48   28.86   19.24    9.62    0.00    0.00    0.00   0.00   0.00
90             47.75   35.81   23.88   11.94    0.00    0.00    0.00    0.00   0.00   0.00


99206N

                                    Page 26


          TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS




                                                     OPTION 1 TABLE
                                           INSTALLMENTS FOR A SPECIFIED PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
 Number             Amount of               Number         Amount of         Number        Amount of          Number     Amount of
of Years             Monthly               of Years         Monthly         Of Years        Monthly          Of Years     Monthly
 Payable           Installments             Payable       Installments      Payable      Installments        Payable    Installments
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                
    5                $17.91                    15            $6.87             25           $4.71                 35         $3.82
    6                 15.14                    16             6.53             26            4.59                 36          3.76
    7                 13.16                    17             6.23             27            4.47                 37          3.70
    8                 11.68                    18             5.96             28            4.37                 38          3.65
    9                 10.53                    19             5.73             29            4.27                 39          3.60

   10                  9.61                    20             5.51             30            4.18                 40          3.55
   11                  8.86                    21             5.32             31            4.10
   12                  8.24                    22             5.15             32            4.02
   13                  7.71                    23             4.99             33            3.95
   14                  7.26                    24             4.84             34            3.88
- ------------------------------------------------------------------------------------------------------------------------------------

                                                     OPTION 3 TABLE
                                   INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -------------------------------------------------------------------------------------------------------------------------
 AGE OF                                                      AGE OF
 PAYEE                 GUARANTEED PERIOD                     PAYEE                      GUARANTEED PERIOD
- -------------------------------------------------------------------------------------------------------------------------
 Female      10 Years       15 Years       20 Years          Female         10 Years       15 Years          20 Years
- -------------------------------------------------------------------------------------------------------------------------
  20*         $2.85          $2.85           $2.85               50          $3.75           $3.73              $3.69
  21           2.87           2.87            2.87               51           3.80            3.78               3.74
  22           2.89           2.88            2.88               52           3.86            3.84               3.79
  23           2.90           2.90            2.90               53           3.92            3.89               3.85
  24           2.92           2.92            2.91               54           3.99            3.96               3.90

  25           2.94           2.93            2.93               55           4.06            4.02               3.96
  26           2.95           2.95            2.95               56           4.13            4.09               4.02
  27           2.97           2.97            2.97               57           4.21            4.16               4.08
  28           2.99           2.99            2.99               58           4.29            4.23               4.15
  29           3.01           3.01            3.01               59           4.37            4.31               4.21

  30           3.03           3.03            3.03               60           4.46            4.39               4.28
  31           3.06           3.05            3.05               61           4.56            4.47               4.35
  32           3.08           3.08            3.07               62           4.66            4.56               4.42
  33           3.10           3.10            3.10               63           4.76            4.65               4.49
  34           3.13           3.13            3.12               64           4.88            4.75               4.56

  35           3.16           3.15            3.15               65           4.99            4.85               4.63
  36           3.19           3.18            3.17               66           5.12            4.95               4.70
  37           3.21           3.21            3.20               67           5.25            5.05               4.77
  38           3.24           3.24            3.23               68           5.39            5.16               4.83
  39           3.28           3.27            3.26               69           5.53            5.27               4.90

  40           3.31           3.30            3.29               70           5.69            5.38               4.96
  41           3.35           3.34            3.33               71           5.85            5.49               5.02
  42           3.38           3.37            3.36               72           6.02            5.60               5.08
  43           3.42           3.41            3.40               73           6.19            5.71               5.13
  44           3.46           3.45            3.43               74           6.37            5.82               5.17

  45           3.50           3.49            3.47               75           6.56            5.92               5.21
  46           3.55           3.53            3.51               76           6.75            6.02               5.25
  47           3.59           3.58            3.56               77           6.95            6.11               5.28
  48           3.64           3.63            3.60               78           7.14            6.20               5.30
  49           3.69           3.67            3.65               79           7.34            6.28               5.32
                                                               80**           7.54            6.35               5.34
- -------------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due.  If monthly
installments for two or more specified periods for a given age are the same, the specified period of longer duration
will apply.
          *Also applies to younger ages.                                       **Also applies to older ages.
- -------------------------------------------------------------------------------------------------------------------------


99206N

                                    Page 27


          TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS




                                                       OPTION 1 TABLE
                                            INSTALLMENTS FOR A SPECIFIED PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
    Number        Amount of        Number        Amount of         Number         Amount of        Number        Amount of
   Of Years        Monthly        of Years        Monthly         of Years         Monthly        of Years        Monthly
   Payable       Installments     Payable      Installments        Payable       Installments      Payable      Installments
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                           
      5             $17.91             15           $6.87                25          $4.71              35          $3.82
      6              15.14             16            6.53                26           4.59              36           3.76
      7              13.16             17            6.23                27           4.47              37           3.70
      8              11.68             18            5.96                28           4.37              38           3.65
      9              10.53             19            5.73                29           4.27              39           3.60

      10              9.61             20            5.51                30           4.18              40           3.55
      11              8.86             21            5.32                31           4.10
      12              8.24             22            5.15                32           4.02
      13              7.71             23            4.99                33           3.95
      14              7.26             24            4.84                34           3.88
- ----------------------------------------------------------------------------------------------------------------------------

                                                       OPTION 3 TABLE
                                    INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
    AGE OF                                                          AGE OF
    PAYEE                     GUARANTEED PERIOD                     PAYEE                      GUARANTEED PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
     Male          10 Years       15 Years       20 Years           Male           10 Years       15 Years        20 Years
- ----------------------------------------------------------------------------------------------------------------------------
      20*           $ 2.95          $2.94           $2.94              50            $4.05           $4.00          $3.93
      21              2.97           2.96            2.96              51             4.11            4.06           3.99
      22              2.98           2.98            2.98              52             4.18            4.13           4.04
      23              3.00           3.00            3.00              53             4.26            4.19           4.10
      24              3.02           3.02            3.02              54             4.34            4.27           4.16

      25              3.05           3.04            3.04              55             4.42            4.34           4.22
      26              3.07           3.06            3.06              56             4.51            4.42           4.28
      27              3.09           3.09            3.08              57             4.60            4.50           4.35
      28              3.12           3.11            3.11              58             4.69            4.58           4.41
      29              3.14           3.14            3.13              59             4.79            4.66           4.47

      30              3.17           3.16            3.16              60             4.90            4.75           4.54
      31              3.20           3.19            3.18              61             5.01            4.84           4.60
      32              3.22           3.22            3.21              62             5.13            4.94           4.67
      33              3.25           3.25            3.24              63             5.26            5.03           4.73
      34              3.29           3.28            3.27              64             5.39            5.13           4.79

      35              3.32           3.31            3.00              65             5.52            5.23           4.85
      36              3.35           3.35            3.33              66             5.66            5.33           4.91
      37              3.39           3.38            3.36              67             5.81            5.43           4.97
      38              3.43           3.42            3.40              68             5.96            5.53           5.02
      39              3.47           3.46            3.44              69             6.12            5.63           5.07

      40              3.51           3.50            3.47              70             6.28            5.73           5.11
      41              3.55           3.54            3.51              71             6.44            5.82           5.15
      42              3.60           3.58            3.55              72             6.61            5.91           5.19
      43              3.65           3.63            3.59              73             6.78            6.00           5.23
      44              3.70           3.67            3.64              74             6.96            6.08           5.26

      45              3.75           3.72            3.68              75             7.13            6.16           5.28
      46              3.80           3.77            3.73              76             7.30            6.24           5.31
      47              3.86           3.83            3.78              77             7.47            6.31           5.33
      48              3.92           3.88            3.83              78             7.64            6.37           5.34
      49              3.98           3.94            3.88              79             7.81            6.42           5.36
                                                                     80**             7.97            6.48           5.37
- ----------------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due.  If monthly
installments for two or more specified periods for a given age are the same, the specified period of longer duration will
apply.
          *Also applies to younger ages.                                       **Also applies to older ages.
- ----------------------------------------------------------------------------------------------------------------------------


99206N

                                    Page 28


                    THE UNITED STATES LIFE INSURANCE COMPANY
                            IN THE CITY OF NEW YORK


This is a JOINT AND LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY.  An Adjustable Death Benefit is payable upon the LAST SURVIVING
Contingent Insured's death prior to the Maturity Date.  Investment results are
reflected in policy benefits. ACCUMULATION VALUES are flexible and will be based
on the amount and frequency of premiums paid and the investment results of the
Separate Account.  NONPARTICIPATING - NOT ELIGIBLE FOR DIVIDENDS.



                For Information, Service or to make a Complaint

     Contact Your Registered Representative, or Our  Administrative Center.

                    THE UNITED STATES LIFE INSURANCE COMPANY
                            IN THE CITY OF NEW YORK
                              2727-A Allen Parkway
                                 P.O. BOX 4880
                           HOUSTON, TEXAS 77210-4880
                                 1-800-251-3720

99206N