EXHIBIT (5)


                              AMERICAN GENERAL LIFE
                                INSURANCE COMPANY
                                 A Stock Company
Home Office:
2727-A Allen Parkway
P.O. Box 1931
Houston, Texas 77251              POLICY NUMBER:
(713) 522-1111

WE WILL PAY THE DEATH BENEFIT PROCEEDS to the Beneficiary if the Insured dies
prior to the Maturity Date and while this policy is in force. Payment will be
made after We receive due proof of the Insured's death, 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 the Insured is living on that date.

THE AMOUNT OR DURATION OF THE DEATH BENEFIT PROCEEDS AND THE ACCUMULATION VALUES
PROVIDED BY THIS POLICY ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT. THEY 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 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. An adjustable Death
Benefit is payable upon the Insured's death prior to the Maturity Date.
Investment results are reflected in policy benefits. ACCUMULATION VALUES and
CASH 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 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 as of the first Valuation Date occurring on or next following
the date on which Your request is received plus any charges that have been
deducted.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.


              Secretary                                 President



                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                           READ YOUR POLICY CAREFULLY


                                     INDEX


                                                                     
Annual Report                                                           22
Automatic Rebalancing                                                   16
Beneficiary and Proceeds                                                19
Cash Surrender Value                                                    12
Cash Value                                                              12
Change of Ownership or Beneficiary                                      19
Changing the Death Benefit Option                                        8
Changing the Specified Amount                                            7
Contract                                                                 5
Cost of Insurance Rate Table                                            24
Date of Issue                                                            5
Death Benefit and Death Benefit Options                                6-7
Death Benefit Corridor Rates                                            29
Dollar Cost Averaging                                                   16
General Account                                                         10
General Provisions                                                   21-23
Grace Period                                                            13
Incontestability                                                        21
Investments of the Separate Account                                      8
Maturity Date                                                            3
Monthly Administration Fee                                              13
Monthly Expense Charge                                                  13
Monthly Guarantee Premium                                               14
Owner                                                                    5
Payment Options                                                      19-21
Policy Loans                                                         17-18
Policy Values                                                           10
Premium Expense Charge                                                   5
Premium Payments                                                         5
Reinstatement                                                           23
Separate Account Provisions                                           8-10
Suicide                                                                 22
Surrender Charges                                                    27-28
Surrender, Full and Partial                                          14-15
Suspension and Deferral of Payments                                     17
Transfer Provision                                                   15-16
Valuation of Assets                                                      9
Valuation Dates                                                          9
Valuation Units                                                          9
When This Policy Terminates                                             22


                                    Page 2


                                   DEFINITIONS

Company Reference. "We", "Our", "Us", or "Company" means American General Life
Insurance Company.

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

Home Office. Our office at 2727-A Allen Parkway,  Houston, Texas 77019; Mailing
Address P. 0. Box 4880, Houston, Texas 77210-4880.

Written, In Writing. A written request or notice in acceptable form and content,
which is signed and dated, and received at Our Home Office.

Premium Class. The Premium Class of this policy is shown on the Policy Schedule
as one or a combination of the following terms:

Preferred Plus. The term "Preferred Plus" means the cost of insurance is based
on the Insured being an exceptional mortality risk and a non-user of tobacco.

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

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

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

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

Special. The term "Special" means "Substandard" or "Rated". This means an extra
amount is being charged due to the Insured's health, occupation or avocation.

Juvenile. The term "Juvenile" means the Insured's age nearest birthday was 17 or
less on the Date of Issue. Cost of insurance rates stated in Juvenile policies
for insurance ages 18 and above are rates for tobacco users. (Rates are not
classified on the basis of the Insured being a user or non-user of tobacco at
ages 0 through 17.)

Rates on Policy Anniversary Nearest Insured's 18th Birthday (For Insured's age
17 or Less on Date of Issue). See page 24.


                                     NOTICE
                     This Policy Is A Legal Contract Between
                        The Policy Owner And The Company.

                                    Page 2A


                                 POLICY SCHEDULE



BASIC POLICY                        MONTHLY COST                 YEARS PAYABLE

         VARIABLE LIFE                   SEE PAGE 21                   65

ADDITIONAL BENEFITS PROVIDED BY RIDERS

         NONE


PREMIUM CLASS:                                           PREFERRED NON-TOBACCO
INITIAL PREMIUM:                                         $
PLANNED PERIODIC PREMIUM:                                $  PAYABLE ANNUALLY
MONTHLY DEDUCTION DAY:                                   1/ST/ DAY OF EACH MONTH

MINIMUM DEATH BENEFIT AMOUNT (AFTER
   A DECREASE IN SPECIFIED AMOUNT):                      $50,000
MONTHLY GUARANTEE PREMIUM:                               $
GUARANTEE PERIOD:                                        FIRST [XX] POLICY YEARS
MINIMUM PARTIAL SURRENDER:                               $500.00
MINIMUM VALUE THAT MAY BE RETAINED IN A
   DIVISION AFTER A PARTIAL SURRENDER:                   $500.00

DEATH BENEFIT COMPLIANCE TEST:                           [GUIDELINE PREMIUM]



COVERAGE MAY EXPIRE PRIOR TO THE MATURITY DATE SHOWN WHERE EITHER NO PREMIUMS
ARE PAID FOLLOWING PAYMENT OF THE INITIAL PREMIUM, OR SUBSEQUENT PREMIUMS ARE
INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.


                                   POLICY DATA

INSURED: JOHN DOE                               POLICY NUMBER: 0000000000

INSURANCE AGE: 35                               DATE OF ISSUE: AUGUST 1, 2000

INITIAL SPECIFIED AMOUNT:  $                    MATURITY DATE: AUGUST 1, 2065

DEATH BENEFIT OPTION: 1


                        THIS IS A (STATE NAME) CONTRACT

                                    Page 3


             POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000

CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT

     MORTALITY AND EXPENSE CHARGE. 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. THE INITIAL CURRENT RATE ON A
     DAILY BASIS IS [0.001917%].

POLICY YEARS             CURRENT ANNUAL RATE           GUARANTEED ANNUAL RATE
1-10                          [0.70%]                          [0.70%]
11-20                         [0.45%]                          [0.45%]
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:                          CURRENT      GUARANTEED
     (ADJUSTABLE PREMIUM EXPENSE CHARGE
       PERCENTAGE)                                     [5.0%]         7.5%

     MONTHLY ADMINISTRATION FEE:                      CURRENT      GUARANTEED
                                                       [$6.00]       $6.00

     MONTHLY EXPENSE CHARGE FOR FIRST SEVEN YEARS:  $

BASIC POLICY CHARGES AND FEES

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

     SURRENDER CHARGES. SURRENDER CHARGES WILL APPLY IF THE POLICY IS
     SURRENDERED OR THE INITIAL 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 SPECIFIED
     AMOUNT. SURRENDER CHARGES APPLICABLE TO THIS POLICY APPEAR ON PAGES XX AND
     XX.

                                    Page 4


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 copy of Your application, and any amendments or supplemental
     applications.

Date of Issue. The Date of Issue of this policy is the date on which the first
premium is due. The Date of Issue is also the date from which all policy years,
anniversaries, and Monthly Deduction Days are determined.

Owner. The Owner is as stated in the application unless later changed. During
the Insured's lifetime, the Owner may exercise every right the policy confers or
We allow (subject to the rights of any assignee of record). You may have
multiple Owners of this 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. An Owner may be the
same as the Insured, but this is not required. If an Owner dies while the policy
is in force and the Insured is living, ownership rights pass on to a successor
Owner, if any, or to the estate of the Owner.

                               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 Cash Values
and the amount and duration of insurance. Please refer to the Policy Values
Provision for a detailed explanation.

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 premiums. (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. We reserve the right to refund any premium that
would cause an immediate increase in the Net Amount at Risk unless the Insured
is living and provides evidence of insurability satisfactory to Us. Net Amount
at Risk is an amount equal to the Death Benefit Amount under the basic policy
less the Accumulation Value.

Premium Expense Charge. The Premium Expense Charge is calculated by multiplying
the premium paid (after the deduction of any state premium tax) by the Premium
Expense Charge Percentage. The Premium Expense Charge Percentage is adjustable,
but will never be more than the guaranteed Premium Expense Charge Percentage
shown on the Policy Schedule.

                                    Page 5


Net Premium. The term Net Premium as used in this policy means "The premium paid
less any applicable state premium tax and less the Premium Expense Charge"
except as follows: No Premium Expense Charge 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).

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 the Home Office
     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 selected
Investment Options(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 option
or may be divided among several available options in whole percentage points
totaling 100%.

Where to Pay. You may make Your payments to Us at Our Home Office or to an
authorized agent. A receipt signed by an officer of the Company will be
furnished upon request.

                     DEATH BENEFIT AND DEATH BENEFIT OPTIONS

Death Benefit Proceeds. If the Insured dies 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 death; and

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

Guidelines for changing the Death Benefit Option or the Specified Amount will be
found in the section entitled "Changing Your Insurance Policy".

Any premium received after the date of 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 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.
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

                                    Page 6


issued is shown on the Policy Schedule. You cannot change Your election of the
Death Benefit Compliance Test after the Date of Issue.

Death Benefit Option. The Death Benefit Option which You have chosen is shown on
the Policy Schedule as either Option 1, 2 or 3.

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 death; or

2.   The Accumulation Value on the date of death multiplied by 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 death; or

2.   The Accumulation Value on the date of death multiplied by the applicable
     Death Benefit Corridor Rate.

Option 3. If You have chosen Option 3, the Death Benefit Amount will be the
amount payable under Option 1 plus the sum of all premiums paid for this policy,
including premiums for any riders, less any amounts waived by the Company under
a waiver of monthly deduction benefit, except as follows:

Premium payments after a partial surrender will not increase the Death Benefit
Amount until the sum of premiums paid from the date of the partial surrender
exceeds the amount of the partial surrender.

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

                        CHANGING YOUR INSURANCE POLICY

You may request a change in the Specified Amount or Death Benefit Option at any
time except that a decrease in the Specified Amount may not become effective
prior to the end of the first policy year. Your request must be submitted to Our
Home Office In Writing.

Increasing The Specified Amount. We will require a supplemental application and
evidence of insurability satisfactory to Us for any increase in the Specified
Amount.

An increase will be effective on the Monthly Deduction Day on or next following
the date the application for increase is 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 in the following order:

1.   Against the Specified Amount provided by the most recent increase;

2.   Against the next most recent increases successively;

                                    Page 7


3.   Against the Specified Amount provided under the original application.

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 from Option 1 to
Option 2 or from Option 2 to Option 1. Changes will not be permitted to Option 3
or from Option 3.

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.

2.   If You request a change from Option 2 to Option 1: The new Specified Amount
     will be the Specified Amount prior to the change plus the Accumulation
     Value as of the effective date of the change.

We will not require evidence of insurability for a change in the Death Benefit
Option. The change will go into effect on the Monthly Deduction Day following
the date We receive Your request for change.

Changing the Terms of Your Policy. Any change in Your policy must be approved by
the President, a Vice President, an Administrative Officer or Secretary of the
Company. 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 VL-R is a segregated investment account
established by the Company under Texas 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 policy liabilities 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.
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 Home Office. 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 inappropriate, the Company may limit further purchase
of 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

                                    Page 8


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 at the end 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 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 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 Value. 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 this 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;

                                    Page 9


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 rights or
     benefits.

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

                                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 used in calculating Accumulation Values of amounts
allocated to the General Account is 0.3274% per month compounded monthly. This
is equivalent to 4.0% per year, compounded annually, 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 not offset by a policy loan.
Interest applied to that portion of the General Account equal to a policy loan
will be at an annual effective rate of 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

                                    Page 10


of policy deductions in effect on the Monthly Deduction Day. You must state In
Writing in advance how Monthly Deductions should be made if other than this
method is to be used.

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.

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 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;

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

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

                                    Page 12


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 Value (Unless the
Policy is Being Continued Under the Monthly Guarantee Premium Provision). Unless
this policy is being continued in force under the Monthly Guarantee Premium
provision, a Monthly Deduction may be made only if the Cash Surrender Value
(Accumulation Value less policy loans during the first five policy years) is
equal to or greater than the Monthly Deduction. If the 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 "Monthly Guarantee
Premium" provisions.

Surrender Charge. Surrender Charges for the Initial Specified Amount apply if
the Initial 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. The Surrender Charge Period will vary according to the
age at issue (or age on the date of an increase) as shown in the Table of
Surrender Charges per $1,000 of Specified Amount.

You may make a request for surrender at any time during the Insured's lifetime
before the Maturity Date. The amount being surrendered or reduced will terminate
on the Valuation Date on or next following the date We receive a Written request
for surrender or reduction.

How We Calculate a Monthly Deduction. Each Monthly Deduction includes:

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

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

3.   The Monthly Administration Fee; and

4.   During the first seven policy years, a Monthly Expense Charge. (This charge
     also applies to the amount of any increase in Specified Amount during the
     first seven years of such increase.)

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 any applicable rider charges, the Monthly Expense Charge, if any, and
     Monthly Administration Fee are deducted;

2.   Multiply the difference by the cost of insurance rate per $1,000 of Net
     Amount at Risk as provided in the Cost of Insurance Rate provision; and

3.   Divide the result by 1000.

Net Amount at Risk is an amount equal to the Death Benefit Amount under the
basic policy less the Accumulation Value.

                                    Page 12


Cost of Insurance for Benefits Provided by Riders. The cost of insurance for
benefits provided by riders 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 Administration Fee may be adjusted, but will never be
greater than the guaranteed Monthly Administration Fee shown on the Policy
Schedule.

First Seven Years Monthly Expense Charge. A Monthly Expense Charge will be
deducted during the first seven policy years, and during the first seven years
of any increase in Specified Amount. The Monthly Expense Charge for the first
seven years for the Initial Specified Amount is shown on the Policy Schedule.
The Monthly Expense Charge for the first seven years for any increase in
Specified Amount will be provided in an endorsement to this policy. Any decrease
in Specified Amount will not change the Monthly expense Charge then in effect.

Cost of Insurance Rate. The cost of insurance rate for the Initial Specified
Amount, and for each Specified Amount increase, is based on the 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.

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:

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 the 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,
Mortality and Expense charges, Premium Expense Charge Percentage or Monthly
Administration Fee will be based on Our future expectations as to mortality,
persistency, expenses, reinsurance costs, and state and federal taxes. Any
redetermination of interest rates used in calculating Accumulation Values of
amounts allocated to the General Account will be based only on Our expectations
of future investment earnings. We will not change these charges in order to
recoup any prior losses.

Grace Period. If the Cash Surrender Value on a Monthly Deduction Day
(Accumulation Value less policy loans on a Monthly Deduction Day during the
first five policy years) 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 (Accumulation Value
less policy loans on a policy anniversary during the first five policy years) 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.

                                    Page 13


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 of premium required to keep Your
policy in force. Such 31 days prior notice will be sent to You at Your last
known address, and to the assignee of record, if any. If death occurs during the
Grace Period, Monthly Deductions through the policy month in which 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. The
Monthly Deduction for the policy month following such Monthly Deduction Day will
not be subtracted in the calculation of such Cash Surrender Value.

Monthly Guarantee Premium. The Monthly Guarantee Premium for the Initial
Specified Amount and any benefit riders in force on the Date of Issue is shown
on the Policy Schedule. This policy will not terminate on a Monthly Deduction
Day, within the Monthly Guarantee Premium Period (Guarantee Period) shown on the
Policy Schedule if, on such Monthly Deduction Day, the sum of premiums paid
equals or exceeds:

1.   The sum of the Monthly Guarantee Premiums from the Date of Issue, including
     the current month; plus

2.   Any partial surrenders and any increase in the loan amount since the start
     of the period.

During the Guarantee Period the Monthly Guarantee Premium will be recalculated
if:

1.   The Specified Amount is increased or decreased;

2.   A benefit rider is increased, decreased, added or removed; or

3.   A change in Death Benefit Option occurs.

These changes will not affect the Guarantee Period then in effect, if any.

If a policy is reinstated during the Guarantee Period with no change in the
Specified Amount, the Death Benefit Option, Premium Class or benefit riders, the
Monthly Guarantee Premium upon reinstatement will be the same as it was when the
policy lapsed.

The Guarantee Period is stated on the Policy Schedule. It will not be extended
or otherwise changed by changes in the Specified Amount, the Death Benefit
Option, the addition, deletion or change in benefit riders, or by reinstatement
of the policy.

The policy value at the end of the Guarantee Period may be insufficient to keep
the policy in force unless an additional payment is made at that time.

Full Surrender. You may return Your policy to Us and request its Cash Surrender
Value at any time during the 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. 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
withdrawal of a portion of the Cash Surrender Value of the policy. Your request
must be made In Writing during the 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.

                                    Page 14


A partial surrender will result in a reduction of the Accumulation Value, Cash
Value and the Death Benefit Amount. The Accumulation and Cash Values will be
reduced by the amount of partial surrender benefit. The reduced Death Benefit
Amount will be determined in accordance with the Death Benefit Option provision.
If Your Death Benefit Option is Option 1 or Option 3, the Specified Amount will
be reduced by the amount of the partial surrender. (The reduced amount will not
be less than zero.) 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 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 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 2.0% of the
amount withdrawn or $25.

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

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. During the
Guarantee Period, this policy will remain in force as long as the Monthly
Guarantee Premium requirements are met. After the Guarantee Period, 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.   Full surrender of the policy;

3.   The end of the Grace Period; or

4.   Death of the 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 reserve the right to terminate,
suspend or modify the transfer privilege, and to charge a $25 fee for each
transfer in excess of 12 in a policy year. 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.

                                    Page 15


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.

Transfers 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); or

3.   $500.

Transfer of Accumulation Value (Separate Account) on the Maturity Date. Your
interest in each of the Separate Account Divisions will be transferred to the
General Account on the Maturity Date, and the resulting Cash Surrender Value
paid to the Owner if the Insured is living on that date. If the underlying
Investment Option is unable to value or determine the Division's investment in
an Investment Option on the scheduled Maturity Date, the unvalued portion shall
be valued and transferred on the first Business Day that the assets can be
valued or determined.

Transfer of Your interest in a Separate Account Division on the Maturity Date
will not be subject to a Transfer Fee. Our right to defer payment of values
allocated to the General Account for up to six months will not apply to values
transferred to the General Account under this provision.

Telephone Transfer and Allocation Privilege. If We have on file a completed
telephone authorization form for telephone transactions, We will allow transfers
and the percentage allocation for future Net Premiums and policy deductions to
be changed at any time by telephone. We will honor instructions for telephone
transactions from any person who provides the correct information. There is a
risk of possible loss to You if unauthorized persons use this service in Your
name. Under telephone transactions, We are not liable for any acts or omissions
based upon instructions that We reasonably believe to be genuine, including
losses arising from errors in the communication of telephone instructions.

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. DCA 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. (The General Account is not eligible
             for DCA.)

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

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.

                                    Page 16


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 among 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 1 7, 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 Dollar Cost
Averaging 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 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 (SEC) 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.

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.

                                 POLICY LOANS

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's loan value. The policy's 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 minimum amount of each loan is $500 or, if less, the entire
remaining loan value.

                                    Page 17


The value of the 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. Except for Preferred Loans, loan interest will accrue daily at an
annual effective rate of 4.54% payable in advance. (This is equivalent to an
annual effective rate of 4.75% paid in arrears.) On each policy anniversary,
loan interest for the next year is due. 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. You must
state In Writing in advance how unpaid loan interest should be deducted if other
than this method is to be used.

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. By "net cost"
We mean the amount of interest charged for the loan less interest credited to
the amount of the Accumulation Value offset by a loan. Starting on the tenth
policy anniversary, this policy will be eligible for "Preferred Loans" subject
to the following guidelines:

1.   The maximum amount of the loan value 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.

                                    Page 18


2.   When a Preferred Loan is made, interest to the next policy anniversary will
     accrue daily at an annual effective rate of not less than 3.85% nor more
     than 4.08%. (This is equivalent to an annual effective rate of not less
     than 4.0% nor more than 4.25% respectively, paid in arrears.)

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 Insured;

2.   A partial repayment must be at least $100; 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.

Except as provided in the Grace Period provision, 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 as named in the application, or later changed by
You, will receive the proceeds upon the death of the Insured. Unless You have
stated otherwise, proceeds will be paid as follows:

1.   If any Beneficiary dies before the Insured, that Beneficiary's interest
     will pass to any other Beneficiaries according to their respective
     interests.

2.   If no Beneficiary survives the Insured, proceeds will be paid to You, as
     Owner, if You are then living; otherwise proceeds will be paid to Your
     estate.

Common Disaster. If We cannot determine whether a Beneficiary or the Insured
died first in a common disaster, We will assume that the Beneficiary died first.
Proceeds will be paid on this basis unless an endorsement to this policy
provides otherwise.

Proceeds.  Proceeds means the amount payable on:

1.   The Maturity Date;

2.   Exercise of the full surrender benefit; or

3.   The Insured's death.

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

All proceeds 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 during the lifetime of
the Insured unless the previous designation provides otherwise. To do so, send a
Written request to Our Home Office. The change will go into

                                    Page 19


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 taken by Us 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 below. 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 while the
Insured is living, subject to the provisions of this policy. This election or
change must be In Writing. Within 60 days after the Insured's death, a payee
entitled to proceeds in one sum may elect to receive proceeds under any Payment
Option (subject to the limitations stated in the "Availability of Options"
provision).

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 Specified Amount: Equal monthly payments of a specified
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 with Period Certain: 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 Annuity 2000 Male or Female Tables
(adjusted by 50% of projection scale G for females and 100% of projection scale
G for males) for 20 years, with interest at the rate of 3% per year.

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.

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 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. The amount of any increase will be determined by Us.

                                    Page 20


Payments. The first payment under Options 1, 2 and 3 will be made when the claim
for settlement 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 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 $20. 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 proof is requested, 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 of the remaining payments for the
     specified period as of the date We receive Written notification of death,
     discounted at the rate of interest 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;

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 withdrawal request.

Assignment. Payment Contracts may not be assigned.

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.

                                    Page 21


                              GENERAL PROVISIONS

Assigning Your Policy. During the lifetime of the 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 Home Office. 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, in the absence of fraud, 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.

Except as stated below, We cannot contest this policy after it has been in force
during the Insured's lifetime for 2 years from the Date of Issue.

Exceptions:

1.   We cannot contest any claim related to an increase in Specified Amount
     after such increase has been in effect for 2 years during the Insured's
     lifetime from the date of issue of such increase.

2.   If this policy is reinstated, We cannot contest this policy after it has
     been in force during the Insured's lifetime for 2 years from the date of
     reinstatement.

We can contest a reinstatement or an increase in Specified Amount for a 2-year
period following the date of an increase or reinstatement solely on the basis of
the information furnished in the application for such reinstatement or increase.

All references in this provision to 2-year limitations do not apply to any
Disability or Accidental Death Benefit or to the nonpayment of premium.

Suicide Exclusion. If the Insured takes his or her own life, while sane or
insane, within 2 years from the Date of Issue, We will limit the Death Benefit
Proceeds to the premiums paid less any policy loans and less any partial cash
surrenders paid.

If there are any increases in the Specified Amount (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. The Death Benefit Proceeds will
be the costs of insurance associated with each increase.

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

Age or Gender Incorrectly Stated. If the age or gender of the 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 of 4.0%.

Calculation of minimum Cash Values, nonforfeiture benefits and Guaranteed Cost
of Insurance rates are based on the Composite 1980 Commissioners Standard
Ordinary Male or Female Mortality Table for the appropriate gender and age
nearest birthday.

                                    Page 22


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 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 and Accumulation Values; and

9.   The Death Benefit Amount.

When This Policy Terminates.  This policy will terminate if:

1.   You request that this policy be terminated;

2.   The Insured dies;

3.   The policy matures; or

4.   The Grace Period ends; and

     a.   There is not sufficient Cash Surrender Value (Accumulation Value less
          policy loans during the first five policy years) to cover a Monthly
          Deduction; or

     b.   The necessary Monthly Guarantee Premiums to keep the policy in force
          have not been paid.

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; and

2.   Evidence of insurability satisfactory to Us; and

3.   Payment of enough premium to keep the policy in force for two months or, if
     less, an amount sufficient to meet the requirements of the  Monthly
     Guarantee Premium provision; and

4.   Payment or reinstatement of any indebtedness.

                                    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 the 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 reinstated
into the funds from which they were deducted at the time of lapse using Unit
Values as of the date of reinstatement.

If a person other than the Insured is covered by a rider attached to this
policy, coverage will be reinstated according to that rider.

Rates on Policy Anniversary Nearest Insured's 18th Birthday (For lnsured's age
17 or Less on Date of Issue). If the Insured's age, nearest birthday, is 17 or
less on the Date of Issue of this policy, Tobacco rates will be used starting on
the policy anniversary nearest the Insured's 18th birthday, except as follows.
Prior to the anniversary nearest the Insured's 18th birthday, a Written
statement, signed by the Insured, may be submitted to the Company requesting
that Non-Tobacco rates be made effective. The statement must include the date
the Insured last used tobacco, or state that the Insured has never used tobacco,
whichever applies. If the request is approved, Non-Tobacco rates will be made
effective on the policy anniversary nearest the Insured's 18th birthday.
Otherwise, Tobacco rates will apply. We will send a notice to the Owner at least
30 days prior to the policy anniversary nearest the Insured's 18th birthday that
an application for Non-Tobacco rates may be submitted.

                                    Page 24


                         DEATH BENEFIT CORRIDOR RATES
                     BASED ON CASH VALUE ACCUMULATION TEST



     ATTAINED AGE        MALE          FEMALE             ATTAINED AGE          MALE          FEMALE
   Nearest Birthday                                     Nearest Birthday
   (On Each Policy                                       (On Each Policy
     Anniversary)                                         Anniversary)
                                                                               
          0             11.72683      14.23332                 50              2.52192        2.94449
          1             11.78408      14.20830                 51              2.44849        2.85732
          2             11.45764      13.81413                 52              2.37800        2.77329
          3             11.12742      13.41641                 53              2.31039        2.69235
          4             10.80222      13.02292                 54              2.24563        2.61451

          5             10.48030      12.63422                 55              2.18370        2.63963
          6             10.16029      12.25218                 56              2.12443        2.46726
          7              9.84381      11.87446                 57              2.06772        2.39746
          8              9.52979      11.60410                 58              2.01335        2.32987
          9              9.22051      11.14015                 59              1.96120        2.26425

          10             8.91782      10.78400                 60              1.91115        2.20053
          11             8.62254      10.43576                 61              1.86315        2.13871
          12             8.33775      10.09738                 62              1.81717        2.07893
          13             8.06522       9.77032                 63              1.77320        2.02134
          14             7.80728       9.45411                 64              1.73126        1.96617

          15             7.56366       9.14976                 65              1.69130        1.91343
          16             7.33402       8.85660                 66              1.66326        1.86300
          17             7.11708       8.57401                 67              1.61699        1.81470
          18             6.91090       8.30142                 68              1.58236        1.76827
          19             6.71267       8.03719                 69              1.54923        1.72343

          20             6.52076       7.78162                 70              1.51753        1.68009
          21             6.33350       7.53356                 71              1.48726        1.63827
          22             6.14981       7.29258                 72              1.45844        1.69809
          23             5.96881       7.05840                 73              1.43116        1.56974
          24             5.79038       6.83085                 74              1.40548        1.62338

          25             5.61443       6.61014                 75              1,38142        1.48910
          26             5.44092       6.39668                 76              1.36889        1.45684
          27             5.27031       6.18766                 77              1.33775        1.42648
          28             5.10316       5.98586                 78              1.31783        1,39782
          29             4.93975       6.79038                 79              1,29892        1.37069

          30             4.78046       5.60097                 80              1.28090        1.34496
          31             4.62543       6.41767                 81              1.26376        1.32058
          32             4.47504       5.24022                 82              1.24746        1.29761
          33             4.32914       5.06840                 83              1.23212        1,27608
          34             4.18798       4.90198                 84              1.21783        1.25607

          35             4.05148       4.74131                 85              1.20460        1.23755
          36             3.91965       4.58592                 86              1.19234        1.22040
          37             3.79247       4.43621                 87              1.18093        1.20448
          38             3.66997       4.29213                 88              1.17021        1.18963
          39             3.55206       4.15360                 89              1.16000        1.17566

          40             3.43868       4.02063                 90              1.15008        1.16236
          41             3.32968       3.89305                 91              1.14024        1.14954
          42             3.22506       3.77070                 92              1.13021        1.13694
          43             3.12447       3.66328                 93              1.11971        1.12430
          44             3.02787       3.54035                 94              1.10841        1.11132

          45             2.93502       3.43166                 95              1.09607        1.09775
          46             2.84584       3.32701                 96              1.08265        1.08350
          47             2.76008       3.22611                 97              1.06839        1.06873
          48             2.67761       3.12877                 98              1.05387        1.05396
          49             2.69824       3.03494                 99              1.04000        1.04000


                                    Page 5


                          DEATH BENEFIT CORRIDOR RATES
                           BASED ON GUIDELINE PREMIUM



              ATTAINED         RATE                ATTAINED        RATE
                AGE                                  AGE
                                                          
                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


                                    Page 27


            TABLE 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
- ----------------------------------------------------------------------------------------------------------------------
                                                                                   
        1           $84.47          11            $8.86            21          $5.32           31           $4.10
        2            42.86          12             8.24            22           5.15           32            4.02
        3            28.99          13             7.71            23           4.99           33            3.95
        4            22.06          14             7.26            24           4.84           34            3.88
        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
- ----------------------------------------------------------------------------------------------------------------------
                                                        OPTION 3 TABLE
                                       INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- ----------------------------------------------------------------------------------------------------------------------
   AGE OF PAYEE                 GUARANTEED PERIOD               AGE OF PAYEE                  GUARANTEED PERIOD
- ----------------------------------------------------------------------------------------------------------------------
      Female        10 Years       15 Years        20 Years        Female      10 Years        15 Years       20 Years
- -----------------------------------------------------------------------------------------------------------------------
        10           $2.77           2.77            2.77            50         $3.73           $3.72          $3.69
        11            2.78           2.78            2.78            51          3.78            3.77           3.74
        12            2.79           2.79            2.79            52          3.84            3.82           3.79
        13            2.80           2.80            2.80            53          3.90            3.88           3.84
        14            2.81           2.81            2.81            54          3.96            3.93           3.89
        15            2.82           2.82            2.82            55          4.03            4.00           3.95
        16            2.83           2.83            2.83            56          4.09            4.06           4.01
        17            2.85           2.85            2.84            57          4.17            4.13           4.07
        18            2.86           2.86            2.86            58          4.24            4.20           4.13
        19            2.87           2.87            2.87            59          4.32            4.27           4.19
        20            2.89           2.88            2.88            60          4.41            4.35           4.26
        21            2.90           2.90            2.90            61          4.50            4.43           4.33
        22            2.91           2.91            2.91            62          4.59            4.52           4.40
        23            2.93           2.93            2.93            63          4.69            4.60           4.47
        24            2.95           2.94            2.94            64          4.80            4.70           4.54
        25            2.96           2.96            2.96            65          4.91            4.79           4.61
        26            2.98           2.98            2.98            66          5.03            4.89           4.68
        27            3.00           3.00            2.99            67          5.15            4.99           4.75
        28            3.02           3.02            3.01            68          5.28            5.10           4.83
        29            3.04           3.03            3.03            69          5.42            5.21           4.90
        30            3.06           3.05            3.05            70          5.57            5.32           4.96
        31            3.08           3.08            3.07            71          5.72            5.43           5.03
        32            3.10           3.10            3.09            72          5.88            5.54           5.09
        33            3.12           3.12            3.12            73          6.05            5.66           5.15
        34            3.15           3.15            3.14            74          6.23            5.77           5.20
        35            3.17           3.17            3.17            75          6.41            5.88           5.25
        36            3.20           3.20            3.19            76          6.60            5.99           5.29
        37            3.23           3.22            3.22            77          6.79            6.09           5.33
        38            3.26           3.25            3.25            78          6.99            6.18           5.36
        39            3.29           3.28            3.28            79          7.19            6.27           5.39
        40            3.32           3.31            3.31            80          7.39            6.36           5.42
        41            3.35           3.35            3.34            81          7.58            6.43           5.44
        42            3.39           3.38            3.37            82          7.78            6.50           5.45
        43            3.42           3.42            3.40            83          7.96            6.56           5.47
        44            3.46           3.45            3.44            84          8.14            6.62           5.48
        45            3.50           3.49            3.48            85          8.31            6.66           5.49
        46            3.54           3.53            3.52            86          8.47            6.70           5.50
        47            3.59           3.58            3.56            87          8.62            6.74           5.50
        48            3.63           3.62            3.60            88          8.75            6.77           5.51
        49            3.68           3.67            3.64            89          8.88            6.79           5.51
                                                                     90          8.99            6.81           5.51
- ----------------------------------------------------------------------------------------------------------------------
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.
- ----------------------------------------------------------------------------------------------------------------------


                                    Page 28


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



- -----------------------------------------------------------------------------------------------------------------------------------
                                                      OPTION 3 TABLE
                                      INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -----------------------------------------------------------------------------------------------------------------------------------

   AGE OF PAYEE                    GUARANTEED PERIOD                  AGE OF PAYEE                 GUARANTEED PERIOD
- -----------------------------------------------------------------------------------------------------------------------------------
       Male            10 Years       15 Years        20 Years            Male           10 Years        15 Years       20 Years
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
        10              $2.81          $2.80           $2.80               50             $3.87           $3.85          $3.81
        11               2.82           2.81            2.81               51              3.93            3.90           3.86
        12               2.83           2.83            2.82               52              3.99            3.96           3.91
        13               2.84           2.84            2.83               53              4.06            4.02           3.96
        14               2.85           2.85            2.85               54              4.12            4.08           4.02
        15               2.86           2.86            2.86               55              4.19            4.15           4.07
        16               2.88           2.87            2.87               56              4.27            4.22           4.13
        17               2.89           2.89            2.89               57              4.35            4.29           4.19
        18               2.90           2.90            2.90               58              4.43            4.36           4.25
        19               2.92           2.92            2.91               59              4.52            4.44           4.32
        20               2.93           2.93            2.93               60              4.61            4.52           4.38
        21               2.95           2.95            2.94               61              4.71            4.60           4.45
        22               2.97           2.96            2.96               62              4.81            4.69           4.51
        23               2.98           2.98            2.98               63              4.92            4.78           4.58
        24               3.00           3.00            2.99               64              5.03            4.87           4.64
        25               3.02           3.02            3.01               65              5.15            4.96           4.71
        26               3.04           3.03            3.03               66              5.27            5.06           4.78
        27               3.06           3.05            3.05               67              5.40            5.16           4.84
        28               3.08           3.07            3.07               68              5.53            5.26           4.90
        29               3.10           3.10            3.09               69              5.67            5.36           4.96
        30               3.12           3.12            3.11               70              5.82            5.46           5.02
        31               3.14           3.14            3.14               71              5.97            5.56           5.08
        32               3.17           3.17            3.16               72              6.12            5.66           5.13
        33               3.19           3.19            3.19               73              6.28            5.76           5.18
        34               3.22           3.22            3.21               74              6.44            5.88           5.22
        35               3.25           3.25            3.24               75              6.61            5.96           5.26
        36               3.28           3.27            3.27               76              6.78            6.05           5.30
        37               3.31           3.31            3.30               77              6.95            6.14           5.34
        38               3.34           3.34            3.33               78              7.13            6.22           5.37
        39               3.38           3.37            3.36               79              7.30            6.30           5.39
        40               3.41           3.41            3.39               80              7.48            6.37           5.42
        41               3.45           3.44            3.43               81              7.65            6.44           5.44
        42               3.49           3.48            3.46               82              7.82            6.50           5.45
        43               3.53           3.52            3.50               83              7.99            6.56           5.47
        44               3.57           3.56            3.54               84              8.15            6.61           5.48
        45               3.62           3.60            3.58               85              8.30            6.66           5.49
        46               3.66           3.65            3.62               86              8.45            6.70           5.50
        47               3.71           3.69            3.66               87              8.59            6.73           5.50
        48               3.76           3.74            3.71               88              8.72            6.76           5.51
        49               3.82           3.79            3.76               89              8.84            6.79           5.51
                                                                           90              8.95            6.81           5.51
- -----------------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------------


                                    Page 29


               TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
                        PER $1,000 OF NET AMOUNT AT RISK



        ATTAINED AGE         MALE         FEMALE            ATTAINED AGE             MALE         FEMALE
      Nearest Birthday                                    Nearest Birthday
       (On Each Policy                                    (On Each Policy
        Anniversary)                                        Anniversary)
                                                                                   
              0            $0.35          $0.24                  50                 $0.56         $0.41
              1              .09            .07                  51                   .61           .44
              2              .08            .07                  52                   .67           .48
              3              .08            .07                  53                   .73           .51
              4              .08            .06                  54                   .80           .55

              5              .08            .06                  55                   .88           .59
              6              .07            .06                  56                   .96           .63
              7              .07            .06                  57                  1.05           .67
              8              .06            .06                  58                  1.14           .71
              9              .06            .06                  59                  1.24           .75

             10              .06            .06                  60                  1.35           .79
             11              .06            .06                  61                  1.48           .85
             12              .07            .06                  62                  1.62           .92
             13              .08            .06                  63                  1.78          1.01
             14              .10            .07                  64                  1.95          1.11

             15              .11            .07                  65                  2.15          1.23
             16              .13            .08                  66                  2.36          1.35
             17              .14            .08                  67                  2.58          1,47
             18              .15            .08                  68                  2,82          1.59
             19              .16            .09                  69                  3.07          1.72

             20              .16            .09                  70                  3.36          1.86
             21              .16            .09                  71                  3.70          2.05
             22              .16            .09                  72                  4.08          2.27
             23              .16            .09                  73                  4.52          2.55
             24              .15            .10                  74                  5.01          2.88

             25              .15            .10                  75                  5.54          3.25
             26              .14            .10                  76                  6.11          3.67
             27              .14            .10                  77                  6.71          4.11
             28              .14            .11                  78                  7.33          4.59
             29              .14            .11                  79                  7.99          5.11

             30              .14            .11                  80                  8.71          5.71
             31              .15            .12                  81                  9.52          6.39
             32              .15            .12                  82                 10.45          7.19
             33              .16            .13                  83                 11.50          8.12
             34              .17            .13                  84                 12.67          9.18
                                            .14
             35              .18                                 85                 13.93         10.34
             36              .19            .15                  86                 15.25         11.60
             37              .20            .16                  87                 16.63         12.97
             38              .22            .17                  88                 18.06         14,45
             39              .23            .19                  89                 19.55         16.05

             40              .25            .20                  90                 21.11         17.79
             41              .27            .22                  91                 22.80         19.72
             42              .30            .24                  92                 24.66         21.89
             43              .32            .26                  93                 26.82         24.44
             44              .35            .28                  94                 29.67         27.67

             45              .38            .30                  95                 33.93         32.32
             46              .41            .32                  96                 41.28         40.05
             47              .44            .34                  97                 56.04         55.16
             48              .48            .36                  98                 83.33         83.33
             49              .52            .39                  99                 83.33         83.33


The rates shown above represent the guaranteed (maximum) monthly cost of
insurance for each $1,000 of net amount at risk. If this policy has been issued
in a special (rated) premium class, the guaranteed monthly cost will be
calculated as shown on the Policy Schedule

                                    Page 27


           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. 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 paragraph 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 Initial Specified Amount will be equal to the rate shown below
for the age at issue and the year of surrender, multiplied by the number of
thousands of Initial 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 age at issue of such increase and year of
surrender, multiplied by the number of thousands of such increase being
surrendered. In addition, there will be a charge not to exceed the lesser of
2.0% of the amount withdrawn or $25.00 for each partial surrender.



  Issue Age
    Female           1           2          3           4          5          6          7          8           9         10
                                                                                           
      15           4.00        4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00       1.00
      16           4.00        4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00       1.00
      17           4.00        4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00       1.00
      18           4.00        4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00       1.00
      19           4.00        4.00        4.00       4.00       3.00       3.00       2.00        2.00       1.00       1.00

      20           4.00        4.00        4.00       4.00       3.00       3.00       2.00        2.00       1.00       1.00
      21           4.00        4.00        4.00       4.00       3.00       3.00       2.00        2.00       1.00       1.00
      22           4.00        4.00        4.00       4.00       3.00       3.00       2.00        2.00       1.00       1.00
      23           5.00        5.00        5.00       4.00       4.00       3.00       2.00        2.00       1.00       1.00
      24           5.00        5.00        5.00       4.00       4.00       3.00       2.00        2.00       1.00       1.00
      25           5.00        5.00        5.00       4.00       4.00       3.00       3.00        2.00       1.00       1.00
      26           5.00        5.00        5.00       5.00       4.00       3.00       3.00        2.00       1.00       1.00
      27           6.00        6.00        6.00       5.00       4.00       4.00       3.00        2.00       1.00       1.00
      28           6.00        6.00        6.00       5.00       4.00       4.00       3.00        2.00       1.00       1.00
      29           6.00        6.00        6.00       5.00       5.00       4.00       3.00        2.00       2.00       1.00

      30           7.00        7.00        7.00       6.00       5.00       4.00       3.00        2.00       2.00       1.00
      31           7.00        7.00        7.00       6.00       5.00       4.00       4.00        3.00       2.00       1.00
      32           7.00        7.00        7.00       7.00       6.00       5.00       4.00        3.00       2.00       1.00
      33           8.00        8.00        8.00       7.00       6.00       5.00       4.00        3.00       2.00       1.00
      34           8.00        8.00        8.00       7.00       6.00       5.00       4.00        3.00       2.00       1.00
      35           9.00        9.00        9.00       8.00       7.00       6.00       5.00        3.00       2.00       1.00
      36           9.00        9.00        9.00       8.00       7.00       6.00       5.00        4.00       2.00       1.00
      37          10.00       10.00       10.00       9.00       7.00       6.00       5.00        4.00       2.00       1.00
      38          11.00       11.00       11.00       9.00       8.00       7.00       5.00        4.00       3.00       1.00
      39          11.00       11.00       11.00      10.00       8.00       7.00       6.00        4.00       3.00       1.00

      40          12.00       12.00       12.00      10.00       9.00       7.00       6.00        4.00       3.00       1.00
      41          12.00       12.00       12.00      11.00       9.00       8.00       6.00        5.00       3.00       2.00
      42          13.00       13.00       13.00      11.00      10.00       8.00       7.00        5.00       3.00       2.00
      43          14.00       14.00       14.00      12.00      10.00       9.00       7.00        5.00       3.00       2.00
      44          15.00       15.00       15.00      13.00      11.00       9.00       7.00        5.00       4.00       2.00
      45          15.00       15.00       15.00      14.00      12.00      10.00       8.00        6.00       4.00       2.00
      46          16.00       16.00       16.00      14.00      12.00      10.00       8.00        6.00       4.00       2.00
      47          17.00       17.00       17.00      15.00      13.00      11.00       8.00        6.00       4.00       2.00
      48          18.00       18.00       18.00      15.00      13.00      11.00       9.00        7.00       4.00       2.00
      49          18.00       18.00       18.00      16.00      14.00      11.00       9.00        7.00       5.00       2.00

      50          19.00       19.00       19.00      17.00      14.00      12.00      10.00        7.00       5.00       2.00
      51          20.00       20.00       20.00      18.00      15.00      13.00      10.00        8.00       5.00       3.00
      52          21.00       21.00       21.00      18.00      16.00      13.00      10.00        8.00       5.00       3.00
      53          22.00       22.00       22.00      19.00      16.00      14.00      11.00        8.00       5.00       3.00
      54          23.00       23.00       23.00      20.00      17.00      14.00      11.00        9.00       6.00       3.00
      55          24.00       24.00       24.00      21.00      18.00      15.00      12.00        9.00       6.00       3.00
      56          25.00       25.00       25.00      22.00      19.00      16.00      13.00        9.00       6.00       3.00
      57          26.00       26.00       26.00      23.00      20.00      17.00      13.00       10.00       7.00       3.00
      58          28.00       28.00       28.00      24.00      21.00      17.00      14.00       10.00       7.00       3.00
      59          29.00       29.00       29.00      26.00      22.00      18.00      15.00       11.00       7.00       4.00


                                    Page 29


           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. 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 paragraph 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 Initial Specified Amount will be equal to the rate shown below
for the age at issue and the year of surrender, multiplied by the number of
thousands of Initial 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 age at issue of such increase and year of
surrender, multiplied by the number of thousands of such increase being
surrendered. In addition, there will be a charge not to exceed 2.0% of the
amount withdrawn or $25.00 for each partial surrender.



 Issue Age
   Female         1          2          3          4          5           6          7          8          9          10
                                                                                       
     60         31.00      31.00      31.00      27.00      23.00       19.00      15.00      12.00      8.00        4.00
     61         33.00      33.00      33.00      29.00      24.00       20.00      16.00      12.00      8.00        4.00
     62         34.00      34.00      34.00      30.00      26.00       22.00      17.00      13.00      9.00        4.00
     63         36.00      36.00      36.00      32.00      27.00       23.00      18.00      14.00      9.00        5.00
     64         39.00      39.00      39.00      34.00      29.00       24.00      19.00      14.00     10.00        5.00
     65         41.00      41.00      41.00      36.00      31.00       26.00      20.00      15.00     10.00        5.00
     66         41.00      41.00      41.00      36.00      31.00       26.00      21.00      16.00     10.00        5.00
     67         42.00      42.00      42.00      37.00      31.00       26.00      21.00      16.00     10.00        5.00
     68         42.00      42.00      42.00      37.00      32.00       26.00      21.00      16.00     11.00        5.00
     69         43.00      43.00      43.00      37.00      32.00       27.00      21.00      16.00     11.00        5.00

     70         43.00      43.00      43.00      37.00      32.00       27.00      21.00      16.00     11.00        5.00
     71         43.00      43.00      43.00      38.00      32.00       27.00      21.00      16.00     11.00        5.00
     72         43.00      43.00      43.00      38.00      32.00       27.00      22.00      16.00     11.00        5.00
     73         43.00      43.00      43.00      37.00      32.00       27.00      21.00      16.00     11.00        5.00
     74         43.00      43.00      43.00      37.00      32.00       27.00      21.00      16.00     11.00        5.00
     75         42.00      42.00      42.00      37.00      32.00       26.00      21.00      16.00     11.00        5.00
     76         42.00      42.00      42.00      37.00      32.00       27.00      21.00      16.00     11.00        5.00
     77         42.00      42.00      42.00      38.00      32.00       27.00      22.00      16.00     11.00        5.00
     78         41.00      41.00      41.00      38.00      33.00       27.00      22.00      16.00     11.00        5.00
     79         41.00      41.00      41.00      38.00      33.00       27.00      22.00      16.00     11.00        5.00
                                                                                                                     5.00

     80         40.00      40.00      40.00      38.00      33.00       28.00      22.00      17.00     11.00        6.00
     81         40.00      40.00      40.00      38.00      33.00       27.00      22.00      16.00     11.00        5.00
     82         40.00      40.00      40.00      38.00      33.00       27.00      22.00      16.00     11.00        5.00
     83         40.00      40.00      40.00      38.00      32.00       27.00      22.00      16.00     11.00        5.00
     84         40.00      40.00      40.00      37.00      32.00       26.00      21.00      16.00     11.00        5.00
     85         40.00      40.00      40.00      36.00      31.00       25.00      20.00      15.00     10.00        5.00
     86         40.00      40.00      40.00      36.00      31.00       26.00      20.00      15.00     10.00        5.00
     87         40.00      40.00      40.00      36.00      31.00       25.00      20.00      15.00     10.00        5.00
     88         40.00      40.00      40.00      35.00      30.00       25.00      20.00      15.00     10.00        5.00
     89         39.00      39.00      39.00      35.00      30.00       25.00      20.00      15.00     10.00        5.00

     90         39.00      39.00      39.00      34.00      29.00       24.00      19.00      15.00     10.00        0.00


                                    Page 30


            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. 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 paragraph 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 Initial Specified Amount will be equal to the rate shown below
for the age at issue and the year of surrender, multiplied by the number of
thousands of Initial 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 age at issue of such increase and year of
surrender, multiplied by the number of thousands of such increase being
surrendered. In addition, there will be a charge not to exceed the lesser of
2.0% of the amount withdrawn or $25.00 for each partial surrender.



  Issue Age
   Female          1           2           3          4           5          6          7          8          9          10
                                                                                          
       0          3.00        3.00       3.00        3.00       2.00       2.00       2.00       1.00        1.00       1.00
       1          3.00        3.00       3.00        3.00       2.00       2.00       1.00       1.00        1.00       1.00
       2          3.00        3.00       3.00        3.00       2.00       2.00       2.00       1.00        1.00       1.00
       3          3.00        3.00       3.00        3.00       2.00       2.00       2.00       1.00        1.00       1.00
       4          3.00        3.00       3.00        3.00       2.00       2.00       2.00       1.00        1.00       1.00
       5          3.00        3.00       3.00        3.00       3.00       2.00       2.00       1.00        1.00       1.00
       6          3.00        3.00       3.00        3.00       3.00       2.00       2.00       1.00        1.00       1.00
       7          4.00        4.00       4.00        3.00       3.00       2.00       2.00       1.00        1.00       1.00
       8          4.00        4.00       4.00        3.00       3.00       2.00       2.00       1.00        1.00       1.00
       9          4.00        4.00       4.00        3.00       3.00       2.00       2.00       1.00        1.00       1.00

      10          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
      11          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
      12          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
      13          5.00        5.00       5.00        4.00       4.00       3.00       2.00       2.00        1.00       1.00
      14          5.00        5.00       5.00        4.00       4.00       3.00       2.00       2.00        1.00       1.00
      15          5.00        5.00       5.00        5.00       4.00       3.00       3.00       2.00        1.00       1.00
      16          5.00        5.00       5.00        5.00       4.00       3.00       3.00       2.00        1.00       1.00
      17          5.00        5.00       5.00        5.00       4.00       3.00       3.00       2.00        1.00       1.00
      18          6.00        6.00       6.00        5.00       4.00       4.00       3.00       2.00        1.00       1.00
      19          6.00        6.00       6.00        5.00       4.00       4.00       3.00       2.00        1.00       1.00
                                                                                                                        1.00
      20          6.00        6.00       6.00        5.00       5.00       4.00       3.00       2.00        2.00
      21          6.00        6.00       6.00        5.00       5.00       4.00       3.00       2.00        2.00       1.00
      22          6.00        6.00       6.00        6.00       5.00       4.00       3.00       2.00        2.00       1.00
      23          7.00        7.00       7.00        6.00       5.00       4.00       3.00       2.00        2.00       1.00
      24          7.00        7.00       7.00        6.00       5.00       4.00       3.00       3.00        2.00       1.00
      25          7.00        7.00       7.00        6.00       5.00       4.00       4.00       3.00        2.00       1.00
      26          7.00        7.00       7.00        6.00       5.00       5.00       4.00       3.00        2.00       1.00
      27          8.00        8.00       8.00        7.00       6.00       5.00       4.00       3.00        2.00       1.00
      28          8.00        8.00       8.00        7.00       6.00       5.00       4.00       3.00        2.00       1.00
      29          8.00        8.00       8.00        7.00       6.00       5.00       4.00       3.00        2.00       1.00

      30          9.00        9.00       9.00        8.00       6.00       5.00       4.00       3.00        2.00       1.00
      31          9.00        9.00       9.00        8.00       7.00       6.00       5.00       3.00        2.00       1.00
      32          9.00        9.00       9.00        8.00       7.00       6.00       5.00       4.00        2.00       1.00
      33         10.00       10.00      10.00        9.00       7.00       6.00       5.00       4.00        2.00       1.00
      34         10.00       10.00      10.00        9.00       8.00       7.00       5.00       4.00        3.00       1.00
      35         11.00       11.00      11.00       10.00       8.00       7.00       5.00       4.00        3.00       1.00
      36         11.00       11.00      11.00       10.00       9.00       7.00       6.00       4.00        3.00       1.00
      37         12.00       12.00      12.00       10.00       9.00       7.00       6.00       4.00        3.00       1.00
      38         12.00       12.00      12.00       11.00       9.00       8.00       6.00       5.00        3.00       2.00
      39         13.00       13.00      13.00       11.00      10.00       8.00       7.00       5.00        3.00       2.00

      40         14.00       14.00      14.00       12.00      10.00       9.00       7.00       5.00        3.00       2.00
      41         14.00       14.00      14.00       13.00      11.00       9.00       7.00       5.00        4.00       2.00
      42         15.00       15.00      15.00       13.00      11.00       9.00       8.00       6.00        4.00       2.00
      43         16.00       16.00      16.00       14.00      12.00      10.00       8.00       6.00        4.00       2.00
      44         17.00       17.00      17.00       14.00      12.00      10.00       8.00       6.00        4.00       2.00
      45         17.00       17.00      17.00       15.00      13.00      11.00       9.00       7.00        4.00       2.00


                                    Page 31



            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. 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 paragraph 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 Initial Specified Amount will be equal to the rate shown below
for the age at issue and the year of surrender, multiplied by the number of
thousands of Initial 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 age at issue of such increase and year of
surrender, multiplied by the number of thousands of such increase being
surrendered. In addition, there will be a charge not to exceed the lesser of
2.0% of the amount withdrawn or $25.00 for each partial surrender.



  Issue Age
   Female          1          2          3          4          5           6          7          8          9          10
                                                                                        
     46          18.00      18.00      18.00      16.00      14.00       11.00      9.00       7.00       5.00        2.00
     47          19.00      19.00      19.00      16.00      14.00       12.00      9.00       7.00       5.00        2.00
     48          20.00      20.00      20.00      17.00      15.00       12.00     10.00       7.00       5.00        2.00
     49          20.00      20.00      20.00      18.00      15.00       13.00     10.00       8.00       5.00        3.00

     50          21.00      21.00      21.00      18.00      16.00       13.00     11.00       8.00       5.00        3.00
     51          22.00      22.00      22.00      19.00      17.00       14.00     11.00       8.00       6.00        3.00
     52          23.00      23.00      23.00      20.00      17.00       14.00     11.00       9.00       6.00        3.00
     53          24.00      24.00      24.00      21.00      18.00       15.00     12.00       9.00       6.00        3.00
     54          25.00      25.00      25.00      22.00      19.00       16.00     12.00       9.00       6.00        3.00
     55          26.00      26.00      26.00      23.00      20.00       16.00     13.00      10.00       7.00        3.00
     56          27.00      27.00      27.00      24.00      21.00       17.00     14.00      10.00       7.00        3.00
     57          29.00      29.00      29.00      25.00      22.00       18.00     14.00      11.00       7.00        4.00
     58          30.00      30.00      30.00      27.00      23.00       19.00     15.00      11.00       8.00        4.00
     59          32.00      32.00      32.00      28.00      24.00       20.00     16.00      12.00       8.00        4.00

     60          34.00      34.00      34.00      30.00      25.00       21.00     17.00      13.00       8.00        4.00
     61          36.00      36.00      36.00      31.00      27.00       22.00     18.00      13.00       9.00        4.00
     62          38.00      38.00      38.00      33.00      28.00       24.00     19.00      14.00       9.00        5.00
     63          40.00      40.00      40.00      35.00      30.00       25.00     20.00      15.00      10.00        5.00
     64          42.00      42.00      42.00      37.00      32.00       26.00     21.00      16.00      11.00        5.00
     65          45.00      45.00      45.00      39.00      34.00       28.00     23.00      17.00      11.00        6.00
     66          45.00      45.00      45.00      40.00      34.00       28.00     23.00      17.00      11.00        6.00
     67          45.00      45.00      45.00      40.00      34.00       28.00     23.00      17.00      11.00        6.00
     68          45.00      45.00      45.00      40.00      34.00       28.00     23.00      17.00      11.00        6.00
     69          45.00      45.00      45.00      40.00      34.00       28.00     23.00      17.00      11.00        6.00

     70          45.00      45.00      45.00      40.00      34.00       28.00     23.00      17.00      11.00        6.00
     71          45.00      45.00      45.00      39.00      34.00       28.00     23.00      17.00      11.00        6.00
     72          44.00      44.00      44.00      39.00      34.00       28.00     22.00      17.00      11.00        6.00
     73          43.00      43.00      43.00      39.00      33.00       28.00     22.00      17.00      11.00        6.00
     74          42.00      42.00      42.00      38.00      32.00       27.00     21.00      16.00      11.00        5.00
     75          41.00      41.00      41.00      37.00      32.00       26.00     22.00      16.00      11.00        5.00
     76          41.00      41.00      41.00      38.00      32.00       27.00     22.00      16.00      11.00        5.00
     77          41.00      41.00      41.00      39.00      33.00       28.00     23.00      17.00      11.00        6.00
     78          40.00      40.00      40.00      38.00      34.00       28.00     23.00      17.00      11.00        6.00
     79          40.00      40.00      40.00      38.00      35.00       29.00     23.00      17.00      12.00        6.00

     80          39.00      39.00      39.00      37.00      35.00       29.00     24.00      18.00      12.00        6.00
     81          39.00      39.00      39.00      37.00      35.00       30.00     24.00      18.00      12.00        6.00
     82          39.00      39.00      39.00      36.00      34.00       31.00     24.00      18.00      12.00        6.00
     83          39.00      39.00      39.00      36.00      34.00       31.00     25.00      19.00      12.00        6.00
     84          39.00      39.00      39.00      36.00      34.00       31.00     25.00      19.00      13.00        6.00
     85          38.00      38.00      38.00      36.00      34.00       31.00     25.00      19.00      13.00        6.00
     86          38.00      38.00      38.00      36.00      33.00       31.00     25.00      19.00      13.00        6.00
     87          38.00      38.00      38.00      35.00      33.00       30.00     25.00      19.00      13.00        6.00
     88          38.00      38.00      38.00      35.00      32.00       29.00     25.00      19.00      12.00        6.00
     89          37.00      37.00      37.00      34.00      31.00       28.00     24.00      19.00      12.00        6.00

     90          36.00      36.00      36.00      33.00      29.00       25.00     21.00      17.00      12.00        0.00


                                    Page 32


            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. 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 paragraph 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 Initial Specified Amount will be equal to the rate shown below
for the age at issue and the year of surrender, multiplied by the number of
thousands of Initial 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 age at issue of such increase and year of
surrender, multiplied by the number of thousands of such increase being
surrendered. In addition, there will be a charge not to exceed the lesser of
2.0% of the amount withdrawn or $25.00 for each partial surrender.



  Issue Age
     Male            1           2          3           4          5          6          7          8           9         10
                                                                                           
      15           5.00        5.00        5.00       4.00       4.00       3.00       3.00        2.00       1.00       1.00
      16           5.00        5.00        5.00       4.00       4.00       3.00       3.00        2.00       1.00       1.00
      17           5.00        5.00        5.00       4.00       4.00       3.00       3.00        2.00       1.00       1.00
      18           5.00        5.00        5.00       4.00       4.00       3.00       3.00        2.00       1.00       1.00
      19           6.00        6.00        6.00       5.00       5.00       4.00       3.00        2.00       2.00       1.00

      20           6.00        6.00        6.00       5.00       5.00       4.00       3.00        2.00       2.00       1.00
      21           6.00        6.00        6.00       5.00       5.00       4.00       3.00        2.00       2.00       1.00
      22           6.00        6.00        6.00       5.00       5.00       4.00       3.00        2.00       2.00       1.00
      23           7.00        7.00        7.00       6.00       5.00       4.00       4.00        3.00       2.00       1.00
      24           7.00        7.00        7.00       6.00       5.00       4.00       4.00        3.00       2.00       1.00
      25           7.00        7.00        7.00       6.00       6.00       5.00       4.00        3.00       2.00       1.00
      26           8.00        8.00        8.00       7.00       6.00       5.00       4.00        3.00       2.00       1.00
      27           8.00        8.00        8.00       7.00       7.00       6.00       4.00        3.00       2.00       1.00
      28           9.00        9.00        9.00       8.00       7.00       6.00       5.00        3.00       2.00       1.00
      29           9.00        9.00        9.00       8.00       7.00       6.00       5.00        3.00       2.00       1.00

      30          10.00       10.00      10.00        9.00       8.00       6.00       5.00        4.00       3.00       1.00
      31          11.00       11.00      11.00       10.00       8.00       7.00       6.00        4.00       3.00       1.00
      32          11.00       11.00      11.00       10.00       8.00       7.00       6.00        4.00       3.00       1.00
      33          12.00       12.00      12.00       11.00       9.00       8.00       6.00        5.00       3.00       2.00
      34          13.00       13.00      13.00       11.00      10.00       8.00       7.00        5.00       3.00       2.00
      35          14.00       14.00      14.00       12.00      11.00       9.00       7.00        5.00       4.00       2.00
      36          14.00       14.00      14.00       12.00      11.00       9.00       7.00        5.00       4.00       2.00
      37          15.00       15.00      15.00       13.00      11.00       9.00       8.00        6.00       4.00       2.00
      38          16.00       16.00      16.00       14.00      12.00      10.00       8.00        6.00       4.00       2.00
      39          17.00       17.00      17.00       15.00      13.00      11.00       9.00        6.00       4.00       2.00

      40          18.00       18.00      18.00       16.00      14.00      11.00       9.00        7.00       5.00       2.00
      41          19.00       19.00      19.00       17.00      14.00      12.00      10.00        7.00       5.00       2.00
      42          20.00       20.00      20.00       18.00      15.00      13.00      10.00        8.00       5.00       3.00
      43          21.00       21.00      21.00       18.00      16.00      13.00      11.00        8.00       5.00       3.00
      44          22.00       22.00      22.00       19.00      17.00      14.00      11.00        8.00       6.00       3.00
      45          23.00       23.00      23.00       20.00      17.00      14.00      12.00        9.00       6.00       3.00
      46          24.00       24.00      24.00       21.00      18.00      15.00      12.00        9.00       6.00       3.00
      47          25.00       25.00      25.00       22.00      19.00      16.00      13.00        9.00       6.00       3.00
      48          27.00       27.00      27.00       24.00      20.00      17.00      14.00       10.00       7.00       3.00
      49          28.00       28.00      28.00       25.00      21.00      18.00      14.00       11.00       7.00       4.00

      50          30.00       30.00      30.00       26.00      23.00      19.00      15.00       11.00       8.00       4.00
      51          31.00       31.00      31.00       27.00      23.00      19.00      16.00       12.00       8.00       4.00
      52          33.00       33.00      33.00       29.00      25.00      21.00      17.00       12.00       8.00       4.00
      53          35.00       35.00      35.00       31.00      26.00      22.00      18.00       13.00       9.00       4.00
      54          37.00       37.00      37.00       32.00      28.00      23.00      19.00       14.00       9.00       5.00
      55          39.00       39.00      39.00       34.00      29.00      24.00      20.00       15.00      10.00       5.00
      56          41.00       41.00      41.00       36.00      31.00      26.00      21.00       15.00      10.00       5.00
      57          43.00       43.00      43.00       38.00      32.00      27.00      22.00       16.00      11.00       5.00
      58          45.00       45.00      45.00       39.00      34.00      28.00      23.00       17.00      11.00       6.00
      59          47.00       47.00      47.00       41.00      35.00      29.00      24.00       18.00      12.00       6.00


                                    Page 33


            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. 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 paragraph 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 Initial Specified Amount will be equal to the rate shown below
for the age at issue and the year of surrender, multiplied by the number of
thousands of Initial 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 age at issue of such increase and year of
surrender, multiplied by the number of thousands of such increase being
surrendered. In addition, there will be a charge not to exceed the lesser of
2.0% of the amount withdrawn or $25.00 for each partial surrender.



  Issue Age
     Male           1          2          3          4           5          6          7          8          9          10
                                                                                         
      60          49.00      49.00      49.00      43.00       37.00      31.00      25.00      18.00     12.00        6.00
      61          49.00      49.00      49.00      43.00       37.00      31.00      25.00      18.00     12.00        6.00
      62          48.00      48.00      48.00      42.00       36.00      30.00      24.00      18.00     12.00        6.00
      63          48.00      48.00      48.00      42.00       36.00      30.00      24.00      18.00     12.00        6.00
      64          47.00      47.00      47.00      41.00       35.00      29.00      24.00      18.00     12.00        6.00
      65          47.00      47.00      47.00      41.00       35.00      29.00      24.00      18.00     12.00        6.00
      66          47.00      47.00      47.00      41.00       35.00      29.00      24.00      18.00     12.00        6.00
      67          46.00      46.00      46.00      40.00       35.00      29.00      23.00      17.00     12.00        6.00
      68          45.00      45.00      45.00      39.00       34.00      28.00      23.00      17.00     11.00        6.00
      69          45.00      45.00      45.00      39.00       34.00      28.00      23.00      17.00     11.00        6.00

      70          44.00      44.00      44.00      39.00       33.00      28.00      22.00      17.00     11.00        6.00
      71          43.00      43.00      43.00      38.00       32.00      27.00      22.00      16.00     11.00        5.00
      72          43.00      43.00      43.00      38.00       32.00      27.00      22.00      16.00     11.00        5.00
      73          42.00      42.00      42.00      37.00       32.00      26.00      21.00      16.00     11.00        5.00
      74          41.00      41.00      41.00      36.00       31.00      26.00      21.00      15.00     10.00        5.00
      75          41.00      41.00      41.00      36.00       31.00      26.00      21.00      15.00     10.00        5.00
      76          40.00      40.00      40.00      35.00       30.00      25.00      20.00      15.00     10.00        5.00
      77          40.00      40.00      40.00      35.00       30.00      25.00      20.00      15.00     10.00        5.00
      78          40.00      40.00      40.00      35.00       30.00      25.00      20.00      15.00     10.00        5.00
      79          39.00      39.00      39.00      34.00       29.00      24.00      20.00      15.00     10.00        5.00
                                                                                                                       5.00

      80          39.00      39.00      39.00      34.00       29.00      24.00      20.00      15.00     10.00        5.00
      81          39.00      39.00      39.00      34.00       29.00      24.00      20.00      15.00     10.00        5.00
      82          39.00      39.00      39.00      34.00       29.00      24.00      20.00      15.00     10.00        5.00
      83          39.00      39.00      39.00      34.00       29.00      24.00      20.00      15.00     10.00        5.00
      84          38.00      38.00      38.00      34.00       29.00      24.00      19.00      14.00     10.00        5.00
      85          38.00      38.00      38.00      33.00       29.00      24.00      19.00      14.00     10.00        5.00
      86          38.00      38.00      38.00      33.00       29.00      24.00      19.00      14.00     10.00        5.00
      87          38.00      38.00      38.00      33.00       29.00      24.00      19.00      14.00     10.00        5.00
      88          38.00      38.00      38.00      33.00       29.00      24.00      19.00      14.00     10.00        5.00
      89          38.00      38.00      38.00      33.00       29.00      24.00      19.00      14.00     10.00        5.00

      90          37.00      37.00      37.00      32.00       28.00      23.00      19.00      14.00      0.00        0.00


                                    Page 34


           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. 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 paragraph 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 Initial Specified Amount will be equal to the rate shown below
for the age at issue and the year of surrender, multiplied by the number of
thousands of Initial 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 age at issue of such increase and year of
surrender, multiplied by the number of thousands of such increase being
surrendered. In addition, there will be a charge not to exceed the lesser of
2.0% of the amount withdrawn or $25.00 for each partial surrender.



  Issue Age
    Male           1           2           3          4           5          6          7          8          9          10
                                                                                          
       0          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
       1          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
       2          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
       3          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
       4          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
       5          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
       6          4.00        4.00       4.00        4.00       3.00       3.00       2.00       2.00        1.00       1.00
       7          5.00        5.00       5.00        4.00       4.00       3.00       3.00       2.00        1.00       1.00
       8          5.00        5.00       5.00        4.00       4.00       3.00       3.00       2.00        1.00       1.00
       9          5.00        5.00       5.00        4.00       4.00       3.00       3.00       2.00        1.00       1.00

      10          5.00        5.00       5.00        4.00       4.00       3.00       3.00       2.00        1.00       1.00
      11          6.00        6.00       6.00        5.00       5.00       4.00       3.00       2.00        2.00       1.00
      12          6.00        6.00       6.00        5.00       5.00       4.00       3.00       2.00        2.00       1.00
      13          6.00        6.00       6.00        5.00       5.00       4.00       3.00       2.00        2.00       1.00
      14          6.00        6.00       6.00        6.00       5.00       4.00       3.00       2.00        2.00       1.00
      15          7.00        7.00       7.00        6.00       5.00       4.00       4.00       3.00        2.00       1.00
      16          7.00        7.00       7.00        6.00       5.00       4.00       4.00       3.00        2.00       1.00
      17          7.00        7.00       7.00        6.00       5.00       4.00       4.00       3.00        2.00       1.00
      18          8.00        8.00       8.00        7.00       6.00       5.00       4.00       3.00        2.00       1.00
      19          8.00        8.00       8.00        7.00       6.00       5.00       4.00       3.00        2.00       1.00
                                                                                                                        1.00
      20          8.00        8.00       8.00        7.00       6.00       5.00       4.00       3.00        2.00
      21          9.00        9.00       9.00        8.00       7.00       6.00       5.00       3.00        2.00       1.00
      22          9.00        9.00       9.00        8.00       7.00       6.00       5.00       3.00        2.00       1.00
      23          9.00        9.00       9.00        8.00       7.00       6.00       5.00       3.00        2.00       1.00
      24         10.00       10.00      10.00        9.00       8.00       6.00       5.00       4.00        3.00       1.00
      25         10.00       10.00      10.00        9.00       8.00       6.00       5.00       4.00        3.00       1.00
      26         11.00       11.00      11.00       10.00       8.00       7.00       6.00       4.00        3.00       1.00
      27         11.00       11.00      11.00       10.00       8.00       7.00       6.00       4.00        3.00       1.00
      28         12.00       12.00      12.00       11.00       9.00       8.00       6.00       5.00        3.00       2.00
      29         12.00       12.00      12.00       11.00       9.00       8.00       6.00       5.00        3.00       2.00

      30         13.00       13.00      13.00       11.00      10.00       8.00       7.00       5.00        3.00       2.00
      31         13.00       13.00      13.00       11.00      10.00       8.00       7.00       5.00        3.00       2.00
      32         14.00       14.00      14.00       12.00      11.00       9.00       7.00       5.00        4.00       2.00
      33         15.00       15.00      15.00       13.00      11.00       9.00       8.00       6.00        4.00       2.00
      34         15.00       15.00      15.00       13.00      11.00       9.00       8.00       6.00        4.00       2.00
      35         16.00       16.00      16.00       14.00      12.00      10.00       8.00       6.00        4.00       2.00
      36         17.00       17.00      17.00       15.00      13.00      11.00       9.00       6.00        4.00       2.00
      37         18.00       18.00      18.00       16.00      14.00      11.00       9.00       7.00        5.00       2.00
      38         19.00       19.00      19.00       17.00      14.00      12.00      10.00       7.00        5.00       2.00
      39         20.00       20.00      20.00       18.00      15.00      13.00      10.00       8.00        5.00       3.00

      40         21.00       21.00      21.00       18.00      16.00      13.00      11.00       8.00        5.00       3.00
      41         22.00       22.00      22.00       19.00      17.00      14.00      11.00       8.00        6.00       3.00
      42         24.00       24.00      24.00       21.00      18.00      15.00      12.00       9.00        6.00       3.00
      43         25.00       25.00      25.00       22.00      19.00      16.00      13.00       9.00        6.00       3.00
      44         26.00       26.00      26.00       23.00      20.00      16.00      13.00      10.00        7.00       3.00
      45         27.00       27.00      27.00       24.00      20.00      17.00      14.00      10.00        7.00       3.00


                                    Page 35


           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. 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 paragraph 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 Initial Specified Amount will be equal to the rate shown below
for the age at issue and the year of surrender, multiplied by the number of
thousands of Initial 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 age at issue of such increase and year of
surrender, multiplied by the number of thousands of such increase being
surrendered. In addition, there will be a charge not to exceed the lesser of
2.0% of the amount withdrawn or $25.00 for each partial surrender.



  Issue Age
    Male           1          2          3          4          5           6          7          8          9          10
                                                                                        
     46          28.00      28.00      28.00      25.00      21.00       18.00     14.00      11.00       7.00        4.00
     47          39.00      39.00      39.00      25.00      22.00       18.00     15.00      11.00       7.00        4.00
     48          30.00      30.00      30.00      26.00      23.00       19.00     15.00      11.00       8.00        4.00
     49          31.00      31.00      31.00      27.00      23.00       19.00     16.00      12.00       8.00        4.00

     50          32.00      32.00      32.00      28.00      24.00       20.00     16.00      12.00       8.00        4.00
     51          33.00      33.00      33.00      29.00      25.00       21.00     17.00      12.00       8.00        4.00
     52          34.00      34.00      34.00      30.00      26.00       21.00     17.00      13.00       9.00        4.00
     53          36.00      36.00      36.00      32.00      27.00       23.00     18.00      14.00       9.00        5.00
     54          37.00      37.00      37.00      32.00      28.00       23.00     19.00      14.00       9.00        5.00
     55          39.00      39.00      39.00      34.00      29.00       24.00     20.00      15.00      10.00        5.00
     56          40.00      40.00      40.00      35.00      30.00       25.00     20.00      15.00      10.00        5.00
     57          42.00      42.00      42.00      37.00      32.00       26.00     21.00      16.00      11.00        5.00
     58          44.00      44.00      44.00      39.00      33.00       28.00     22.00      17.00      11.00        6.00
     59          46.00      46.00      46.00      40.00      35.00       29.00     23.00      17.00      12.00        6.00

     60          48.00      48.00      48.00      42.00      36.00       30.00     24.00      18.00      12.00        6.00
     61          48.00      48.00      48.00      42.00      36.00       30.00     24.00      18.00      12.00        6.00
     62          47.00      47.00      47.00      41.00      35.00       29.00     24.00      18.00      12.00        6.00
     63          47.00      47.00      47.00      41.00      35.00       29.00     24.00      18.00      12.00        6.00
     64          47.00      47.00      47.00      41.00      35.00       29.00     24.00      18.00      12.00        6.00
     65          46.00      46.00      46.00      40.00      35.00       29.00     23.00      17.00      12.00        6.00
     66          46.00      46.00      46.00      40.00      35.00       29.00     23.00      17.00      12.00        6.00
     67          45.00      45.00      45.00      39.00      34.00       28.00     23.00      17.00      11.00        6.00
     68          44.00      44.00      44.00      39.00      33.00       28.00     22.00      17.00      11.00        6.00
     69          44.00      44.00      44.00      39.00      33.00       28.00     22.00      17.00      11.00        6.00

     70          43.00      43.00      43.00      38.00      32.00       27.00     22.00      16.00      11.00        5.00
     71          42.00      42.00      42.00      37.00      32.00       26.00     21.00      16.00      11.00        5.00
     72          41.00      41.00      41.00      36.00      31.00       26.00     21.00      15.00      10.00        5.00
     73          41.00      41.00      41.00      36.00      31.00       26.00     21.00      15.00      10.00        5.00
     74          40.00      40.00      40.00      35.00      30.00       25.00     20.00      15.00      10.00        5.00
     75          39.00      39.00      39.00      34.00      29.00       24.00     20.00      15.00      10.00        5.00
     76          39.00      39.00      39.00      34.00      29.00       24.00     20.00      15.00      10.00        5.00
     77          38.00      38.00      38.00      33.00      29.00       24.00     19.00      14.00      10.00        5.00
     78          38.00      38.00      38.00      33.00      29.00       24.00     19.00      14.00      10.00        5.00
     79          38.00      38.00      38.00      33.00      29.00       24.00     19.00      14.00      10.00        5.00

     80          37.00      37.00      37.00      32.00      28.00       23.00     19.00      14.00       9.00        5.00
     81          37.00      37.00      37.00      32.00      28.00       23.00     19.00      14.00       9.00        5.00
     82          37.00      37.00      37.00      32.00      28.00       23.00     19.00      14.00       9.00        5.00
     83          36.00      36.00      36.00      32.00      27.00       33.00     18.00      14.00       9.00        5.00
     84          36.00      36.00      36.00      32.00      27.00       23.00     18.00      14.00       9.00        5.00
     85          36.00      36.00      36.00      32.00      27.00       23.00     18.00      14.00       9.00        5.00
     86          36.00      36.00      36.00      32.00      27.00       23.00     18.00      14.00       9.00        5.00
     87          36.00      36.00      36.00      32.00      27.00       23.00     18.00      14.00       9.00        5.00
     88          36.00      36.00      36.00      32.00      27.00       23.00     18.00      14.00       9.00        5.00
     89          35.00      35.00      35.00      31.00      26.00       22.00     18.00      13.00       9.00        4.00

     90          34.00      34.00      34.00      30.00      26.00       21.00     17.00      13.00       6.00        0.00


                                    Page 36


                              AMERICAN GENERAL LIFE
                                Insurance Company

This is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. An adjustable Death
Benefit is payable upon the Insured's death prior to the Maturity Date.
Investment results are reflected in policy benefits. ACCUMULATION VALUES and
CASH 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 Servicing Agent, or our VUL Administration.


                              2727-A Allen Parkway
                                  P.O. Box 4880
                            Houston, Texas 77210-4880
                                 1-888-325-9315