EXHIBIT 5(a)(i)
 
                             AMERICAN GENERAL LIFE
                               INSURANCE COMPANY

Home Office:
Houston, Texas


2727-A Allen Parkway                JOHN DOE               [LOGO OF AMERICAN
P.O. Box 4880               POLICY NUMBER: 0000000000      GENERAL APPEARS HERE]
Houston, Texas 77210-4880                                       A STOCK COMPANY

                                    --------------------------------------------
(713) 522-1111                      A SUBSIDIARY OF AMERICAN GENERAL CORPORATION
                                    --------------------------------------------



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.

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 WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

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 are
flexible and will be based on the amount and frequency of premiums paid and the
investment results of the Separate Account.  NONPARTICIPATING - NOT ELIGIBLE FOR
DIVIDENDS.


                   NOTICE OF TEN DAY RIGHT TO EXAMINE POLICY

YOU MAY RETURN THIS POLICY WITHIN 10 DAYS AFTER DELIVERY IF YOU ARE NOT
SATISFIED WITH IT FOR ANY REASON.  THE POLICY MAY BE RETURNED TO US OR TO THE
REGISTERED REPRESENTATIVE THROUGH WHOM IT WAS PURCHASED.  UPON SURRENDER OF THIS
POLICY WITHIN THE 10 DAY PERIOD, IT WILL BE DEEMED VOID FROM THE DATE OF ISSUE,
AND WE WILL REFUND ANY PREMIUMS PAID ADJUSTED TO REFLECT INVESTMENT EXPERIENCE.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.



          Secretary                                President

 
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           READ YOUR POLICY CAREFULLY
                                     INDEX


 
                                                                                         
Allocation of Policy Deductions                         4   Loan Account                          14
Allocation of Net Premiums                              4   General Provisions                    18
Annual Report                                          19   Grace Period                          11
Automatic Rebalancing                                  14   Incontestability                      18
Beneficiary and Proceeds                               16   Investment Advisor, Change of          9
Cash Surrender Value                                   11   Investments of the Separate Account    8
Changing Your Insurance Policy                          7   Maturity Date                          3
 Change of Ownership or Beneficiary                    16   Owner                                  5
 Changing the Death Benefit Option                      7   Payment Options                       16
 Increasing the Death Benefit Amount                    7   Policy Loans                          14
Contract                                                5   Policy Values                          9
Cost of Insurance Rate Table                           20   Premium Class                          2
Date of Issue                                         3,5   Premium Payments                       5
Death Benefit and Death Benefit Options                 6   Separate Account                       8
Dollar Cost Averaging                                  13   Surrender, Full and Partial           12
Expense Charges                                             Transfer Provision                    13
 Premium Expense Charge                                 4   Valuation of Assets                    8
                                                            Valuation Dates                        8
                                                            Valuation Units                        8
 
 

 
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 77019-4880; Mailing
 Address P. O. 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 page 3 as one or a
 combination of the following terms:
 
  .PREFERRED.  The term "Preferred" means the
   cost of insurance is based on the Insured
   being a non-user of tobacco.
 
  .STANDARD.  The term "Standard" means the
   cost of insurance is based on the Insured
   being a tobacco user.
 
  .SPECIAL.  The term "Special" means an extra
   premium is being charged due to the Insured's
   health, occupation or avocation.

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

                                    Page 2

 
                                POLICY SCHEDULE

BASIC POLICY                               MONTHLY COST    YEARS PAYABLE

  VARIABLE LIFE                             SEE PAGE 20         65


ADDITIONAL BENEFITS PROVIDED BY RIDERS
 
       NONE
 
PREMIUM CLASS:                                        PREFERRED
INITIAL PREMIUM:                                      $250,000.00
PLANNED PERIODIC PREMIUM:                             $5,000.00 PAYABLE ANNUALLY
MONTHLY DEDUCTION DAY:                                1ST DAY OF EACH MONTH
 
MINIMUM DEATH BENEFIT                                           $  500,000
  AMOUNT (AFTER A DECREASE IN SPECIFIED AMOUNT)
MINIMUM CASH SURRENDER VALUE AFTER
  A PARTIAL SURRENDER:                                          $  100,000
MINIMUM PARTIAL SURRENDER                                       $    5,000
MINIMUM VALUE THAT MAY BE RETAINED IN A
  DIVISION AFTER A PARTIAL SURRENDER OR TRANSFER                $    5,000
MAXIMUM NET AMOUNT AT RISK                                     [$1,500,000]
 

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.




 
 
                                                
INSURED:                    JOHN DOE    POLICY NUMBER:     0000000000
 
INSURANCE AGE:                 35       DATE OF ISSUE:     JUNE 1, 1998
 
INITIAL SPECIFIED AMOUNT: $500,000      MATURITY DATE:     JUNE 1, 2063
 
DEATH BENEFIT OPTION:           1       THIS IS A [SEX DISTINCT] POLICY 
 


                         THIS IS A (STATE NAME) POLICY



                                    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 .90%.  After the 30th policy year, the
  current mortality and expense charges will be reduced by .35% in each policy
  year that the current mortality and expense charge annual rate, before the
  anticipated .35% reduction, is less than .90%.  The current rate on the Date
  of Issue is [.75%].  The actual deduction will be made on a daily basis.  The
  current rate on a daily basis is [.002055%].

EXPENSE CHARGES:

  PREMIUM EXPENSE CHARGE:                   CURRENT        GUARANTEED
  (ADJUSTABLE PERCENTAGE OF PREMIUM)          [0%]           1.5%

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 20.

INITIAL ALLOCATION OF NET PREMIUMS AND POLICY DEDUCTIONS


 
Investment Option(s)      Initial Allocation    Initial Allocation of
                          of Net Premiums       Policy Deductions
                                          
 
SEPARATE ACCOUNT:  VL-R
 
[( )   Equity 500 Index          100%                    100%
 ( )   EAFE Equity Index           0%                      0%
 ( )   AIM V.I. Value              0%                      0%
 ( )   Equity Growth               0%                      0%
 ( )   Royce Total Return          0%                      0%
 ( )   Money Market                0%                      0%]


                                    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 dates 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, and to any endorsement
 on this policy limiting such rights).  You may
 have Joint Owners of the policy.  In that case, the
 authorization of both Joint Owners is required for
 all policy changes except for transfers, premium
 allocations and deduction allocations.  We will
 accept the authorization of either Joint Owner for
 transfers and changes in premium and deduction
 allocations.  The Owner and the Insured may be
 the same person but do not have to be.  If the
 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 Accumulation
Value and the amount and duration of insurance.  Please refer to the Policy
Values Provision for a detailed explanation.

To receive the tax treatment accorded life insurance under U.S. law, this policy
must initially qualify and continue to qualify as life insurance under Section
7702 of the Internal Revenue Code.

PLANNED PERIODIC PREMIUMS.  The amount and frequency of the Planned Periodic
Premiums You selected are shown on page 3.  You may request a change in the
amount and frequency.  We may limit the amount of any increase. (See "Maximum
Net Amount at Risk").

UNSCHEDULED ADDITIONAL PREMIUMS. You may pay additional premiums at any time
before the Maturity Date shown on page 3, except that:

1. We may limit the number and amount of additional premiums, as provided in the
   "Maximum Net Amount at Risk" provision; or

2. If payment of additional premiums would result in an increase in the Death
   Benefit Amount, such increase will be subject to a written application and
   evidence of insurability satisfactory to Us.

Any unscheduled payments will be applied as Unscheduled Additional Premiums
unless You specifically state otherwise.

MAXIMUM NET AMOUNT AT RISK.  We reserve the right to reduce the Death Benefit by
affecting partial surrenders or limit the number and amount of additional
premiums in order to maintain the Net Amount at Risk, as defined below, at an
amount that will not exceed the Maximum Net Amount at Risk shown on page 3.  Net
Amount at Risk is the excess of the Death Benefit over the Accumulation Value of
the policy.

                                    Page 5

 
PREMIUM EXPENSE CHARGE.  The Premium Expense Charge is calculated by multiplying
the premium paid 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.

NET PREMIUM.  The Net Premium is the premium paid, less the Premium Expense
Charge.

ALLOCATION OF PREMIUMS.  The initial allocation of Net Premiums is shown on the
Policy Schedule 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.

If We have on file a completed telephone authorization form (Telephone
Transaction), We will allow the percentage allocation for future Net Premiums to
be changed at any time by telephone. We will honor instructions for Telephone
Transactions from any person who provides the correct information.  Therefore,
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.

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 premium received
after such Valuation Date will be reduced by the Premium Expense Charge and
applied directly to the selected Investment Option(s) as of the Business Day
received.

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

WHERE TO PAY.  You may make You 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 resulting from a partial surrender) made to the
   Specified Amount.  The Initial Specified Amount is shown on page 3.

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

The Death Benefit Proceeds will be the Death

                                    Page 6

 
Benefit Amount reduced by any outstanding policy loan and will be subject to the
other provisions of the "Beneficiary and Proceeds" section.

DEATH BENEFIT OPTION.  The Death Benefit Option which You have chosen is shown
on page 3 as either Option 1 or Option 2.

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

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

2. The Accumulation Value on the date of death multiplied by the Death Benefit
   Corridor Rate for the Insured's age nearest birthday as shown in the table on
   page [ ].

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 Death Benefit
   Corridor Rate for the Insured's age nearest birthday as shown in the table on
   page [ ].

                         CHANGING YOUR INSURANCE POLICY

You may request an increase in the Specified
 Amount or a change in the Death Benefit Option
 at any time.  Your request must be submitted to
 Our Home Office In Writing in a form acceptable
 to Us.
 
INCREASING THE DEATH BENEFIT AMOUNT.  The
 Owner may request an increase in the Death
 Benefit Amount by submitting a written
 supplemental application to Us.  The increase will
 require evidence of insurability satisfactory to Us.
 An increase will be effective as of the next
 Monthly Deduction Day following the date the
 application for increase is approved by Us.  The
 effective date will appear in an endorsement to
 this policy.
 
CHANGING THE DEATH BENEFIT OPTION.  You may
 request a change in the Death Benefit Option You
 have chosen.
 
1. If You request a change from Option 1 to Option 2: 
   The new Specified Amount will be the Specified Amount, 
   prior to change, less the Accumulation Value as of 
   the effective date of the change, but not less than zero.
 
2.  If You request a change from Option 2 to
    Option 1: The new Specified Amount will be
    the Specified Amount, prior to 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 Written
 request for change.
 
CHANGING THE TERMS OF YOUR POLICY.  Any
 change in Your policy must be approved by one
 of Our officers.  No agent has the authority to
 make any changes or waive any of the terms of
 Your policy.

                                    Page 7

 
                          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 reserves and other policy liabilities with respect to the
Separate Account shall not be chargeable with liabilities arising out of any
other business We may conduct.  Income, gains and losses, whether or not
realized from assets allocable to the Separate Account, are credited to or
charged against such Account without regard to Our other income, gains or
losses.

INVESTMENTS OF THE SEPARATE ACCOUNT.  The Separate Account is segmented into
Divisions. Each Division invests in a single Investment Option.  Net Premiums
will be applied to the Separate Account and allocated to one or more Divisions.
The assets of the Separate Account are invested in the Investment Option(s)
listed on the Policy Schedule pages.  From time to time, We may add additional
Divisions to those shown on the Policy Schedule pages.  We may also discontinue
offering one or more Divisions as provided in "Rights Reserved by Us."  Any
change in Divisions available or selected are shown on the Policy Schedule or on
an amended Policy Schedule.  Any change in investment selection shall be
pursuant to a duly executed change form filed with Our Home Office. Transfers
may be made to the additional Divisions subject to the rules stated in the
Transfer Provision and any new rules or limitations tied 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
investment in the shares or may substitute shares of another Investment Option
for shares already purchased under this policy as provided in "Rights Reserved
by Us" provision.

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

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

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 period; 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

                                    Page 8

 
                     SEPARATE ACCOUNT PROVISIONS (CONT'D)

 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 that the New York Stock Exchange and
the Company are open for business.  For the purpose of collecting daily charges,
a business day immediately preceded by one or more non-business calendar days
will include those non-business days as a part of that business day.  For
example, a business day which falls on a Monday will consist of a Monday and the
immediately preceding Saturday and Sunday.

MINIMUM BALANCE.  The minimum value that may be retained in a Division after a
partial surrender or transfer is shown on page 3.  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.  A partial surrender may not leave a Cash
Surrender Value of less than the amount  specified on page 3.

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

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

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

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

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

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

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

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

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

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

                            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 Loan Account.  The
Accumulation Value reflects:

1.  Net Premiums paid;

                                    Page 9

 
2.  Monthly deductions;

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

4.  Amounts allocated to the Loan Account, including interest earned on amounts
    in the Loan Account (See "Policy Loans");

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

Net premiums are allocated, in accordance with your instructions, 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 redeeming
Valuation Units from each applicable Division in the same ratio as the
Allocation of Policy Deductions in effect on the Monthly Deduction Day.  If the
number of Valuation Units in any Division is insufficient to make a Monthly
Deduction in this manner, We will cancel Valuation Units from each applicable
Division 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 Loan 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 will be
determined as follows:

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 page 3.

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; and

2. Add the interest earned for the month on the excess of the Loan Account value
   on the last Monthly Deduction Day over any reductions made in the Loan
   Account since the last Monthly Deduction Day; and

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; and

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

5. Subtract any partial surrender made 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 Loan Account;

2. Less any partial surrenders since the last Monthly Deduction Day.

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

4. Plus the sum of the values of the Divisions of the Separate Account as of the
   last Monthly

                                    Page 10

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

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.

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

1. Reduce the Death Benefit Amount by the amount of Accumulation Value on the
   Monthly Deduction Day before the cost of insurance deduction is taken, and
   after the cost of insurance for riders, if any, are deducted;

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

3. Divide the result by 1,000.

If Option 1 is in effect, and there have been increases in the Specified Amount,
the Accumulation Value will first be considered part of the Initial Specified
Amount.  If the Accumulation Value exceeds the Initial Specified Amount, the
excess will be considered part of any Specified Amount increases in the order in
which the increases were made.

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

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. Sex (if issued on a Sex Distinct basis);

2. Age nearest birthday on each policy anniversary; and

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

The guaranteed monthly cost of insurance rates are shown in the table on 
page []. 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
and 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, sex and premium class of the Insured if issued on a Sex Distinct
   basis or the age and premium class if issued on a Unisex basis.

CHANGES IN RATES, CHARGES AND FEES.  This policy does not participate in Our
profits or surplus.  Any redetermination of the cost of insurance rates,
interest rates, mortality and expense charges or percentage of premium charges
will be based on Our expectations as to investment earnings, mortality,
persistency and expenses.  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 is not
enough to meet the Monthly Deduction for the current month, this policy will
remain in force during the 61-day

                                    Page 11

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

If the amount we require to keep your policy in force is not paid by the end of
the Grace Period, this policy will terminate without value. However, we will
give You at least 31 days notice prior to termination that your policy is in the
Grace Period and advise You of the amount required to keep your policy in force.
Such 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.

FULL SURRENDER.  Subject to the Beneficiary and Proceeds section, You may return
Your policy to Us and request its Cash Surrender Value at any time during the
Insured's lifetime before the Maturity Date.  The Cash Surrender Value will be
determined as of the Business Day the policy and the signed request for
surrender are received In Writing at the Home Office.  The Company may delay
payment if the Suspension and Deferral of Payments Provision is in effect.

PARTIAL SURRENDER.  At any time after the first policy year, You may request a
portion of the Cash Surrender Value of the policy.  Your request must be made In
Writing prior to the Maturity Date during the Insured's lifetime.  The minimum
partial surrender is $5,000.00.

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

A partial surrender will result in a reduction of the Accumulation Value and the
Death Benefit Amount.  The Accumulation Value 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, the Specified Amount will be reduced by the amount of the
partial surrender. (The reduced amount will not be less than zero.) The Cash
Surrender Value and Death Benefit Amount remaining after this reduction must be
no less than the Minimum Cash Surrender Value and Minimum Death Benefit Amount
after a Partial Surrender shown on page 3.

A partial surrender will result in the cancellation of Valuation Units from each
applicable Division 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 is insufficient to make a partial surrender in this manner, We will
cancel Valuation Units from each applicable Division 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.

There will be a $25.00 charge for each partial surrender.

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

                                    Page 12

 
the Maturity date. This policy will remain in force until the earlier of the
following dates:

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

2. Surrender of the policy; or

3. The end of the Grace Period; or

4. Death of the insured.

                              TRANSFER PROVISION

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

1. Transfers will be made as of the Business Day that the transfer request is
   received in good order.

2. The minimum amount which may be transferred is $5,000.00.

3. Prior to the Maturity Date, You may make up to 12 transfers each policy year
   without charge.

4. There will be a charge of $25.00 for each transfer in excess of 12 in a
   policy year.  This charge will be deducted from the Divisions in the same
   ratio as the requested transfer.

5. We reserve the right to transfer the entire balance in proportion to any
   other Investment Options you are then using, if the Accumulation Value is
   below $5,000.

6. We reserve the right to terminate, suspend or modify the transfer privilege
   described above.

If You elect to use the transfer privilege, We will not be liable for a transfer
made in accordance with Your instructions.

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.

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

1. DCA transfers may be made:

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

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

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

2. DCA may be elected only if the Accumulation Value at the time of election is
   $100,000 or more.

3. The minimum amount of each DCA transfer is $5,000, or the remaining amount in
   the Money Market Division, if less.

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

5. DCA will end when there is no longer any value in the Money Market Division,
   or when You request that DCA end.  (You will be notified if the value of Your
   Money Market Division reaches zero).

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.

                                    Page 13

 
AUTOMATIC REBALANCING.  Automatic Rebalancing occurs when funds are transferred
by the Company between the Separate Account Divisions so that the values in each
Division match the premium allocation percentages then in effect.  You may
choose Automatic Rebalancing on a quarterly, semi-annual or annual basis if your
Accumulation Value is $100,000 or more.  The date Automatic Rebalancing occurs
will be based on the Date of Issue of Your policy.  For example, if Your policy
is dated January 17, and You have requested Automatic Rebalancing on a quarterly
basis, Automatic Rebalancing will start on April 17, and will occur quarterly
thereafter. After Automatic Rebalancing is elected, it will continue until We
are notified In Writing that it is to be discontinued.  There is no charge for
Automatic Rebalancing.  Automatic Rebalancing is not available if Dollar Cost
Averaging is active.

                 SUSPENSION AND DEFERRAL OF PAYMENTS PROVISION

We may suspend the calculation and payment of
 the policy's Cash Surrender Value in the
 following circumstances:
 
1. If there is a failure in any of the means
   normally employed in ascertaining the prices
   or values of investments, or
 
2. If for any reason the prices or values of
   investments in the Separate Account cannot
   be reasonably ascertained; or
 
3. If circumstances exist as a result of which it is
   not reasonably practicable to realize any of
   the Separate Account's investments or to
   determine fairly the net asset value of the
   Separate Account; or
 
4. If the remittance of funds involved in the
   realization of, or in the payment for
   investments or payment due under this policy
   cannot be carried out without undue delay
   and at normal rates of exchange; or
 
5. The U.S. Securities and Exchange
   Commission (SEC) determines that a state of
   emergency exists; or
 
6. An order of the SEC permits a delay for the
   protection of policy holders.
 
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 loan value
 will be the Cash Surrender Value, less $100,000,
 minus 3 monthly deductions and less interest on
 the amount to be borrowed to the next policy
 anniversary.  The minimum amount of each loan
 is $5,000 or, if less, the entire remaining loan
 value.
 
The value of Valuation Units equal to the amount
 being borrowed from the Separate Account will
 be transferred to the Loan Account as of the
 Business Day that the loan request is received in
 good order.
 
LOAN ACCOUNT.  The Loan Account is a fixed
 account within Our general assets which we have
 established for any amounts transferred from the
 Divisions as a result of a loan.  Interest applied to

                                    Page 14

 
the Loan Account will be an annual rate of not less than 4% nor more than 4.75%,
and is not based on investment experience of any Division of the Separate
Account.

LOAN INTEREST.  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 in advance.  Unpaid loan interest will be deducted from the various
Divisions according to the Allocation of Policy Deductions then in effect, and
added to the Loan Account.  If the number of Valuation Units in any Division is
insufficient to deduct unpaid loan interest in this manner, We will cancel
Valuation Units from each applicable Division in the same ratio the unpaid loan
interest bears to the unloaned Accumulation Value of your policy.

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 $5,000; 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.

You may tell Us how to allocate repayments.  If You do not tell Us, an amount
equal to the loan repayment will be transferred from the Loan Account to the
Divisions in the same ratio currently in effect for the Allocation of Premiums.

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.

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 a
loan 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 Loan Account.  A
loan will result in cancellation of units from each applicable Division in the
ratio that 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.  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.

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

1. The maximum amount eligible for a new Preferred Loan 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.

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

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

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

   b. Will be at a higher rate than the rate used to credit interest to values
      offset by any other policy loan.

                                    Page 15

 
                            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.

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 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.

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.

                                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 option.

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

OPTION 2.  PAYMENTS OF A 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.

                                    Page 16

 
OPTION 3.  MONTHLY PAYMENTS FOR LIFE: Equal monthly payments will be made for a
specified period, and will continue after that period for as long as the payee
lives.  The specified period may be 10, 15 or 20 years.  The Option 3 Table in
this policy shows the monthly income for each $1,000 of proceeds applied.  If
issued on a Sex Distinct basis, tables are based on the 1983a Male or Female
Tables adjusted by projection scale G for 9 years, with interest at the rate of
3% per year and a 2% load.  If issued on a Unisex basis, tables are based on the
1983a Male or Female Tables, adjusted by projection scale G for 9 years, with
unisex rates based on 60% female and 40% male, and interest at the rate of 3%
per year and a 2% load.

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

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

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

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

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

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

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

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

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 $25.  If the total policy
proceeds are less than $2,000, payment will be made in one lump sum.

EVIDENCE THAT PAYEE IS ALIVE.  Before making any payment under a Payment Option,
We may ask for proof that the payee is alive.  If 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 as of the date of death of the remaining
   payments for the specified period, discounted at the rate of interest,
   compounded annually, that was used in determining the amount of the monthly
   payment;

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

WITHDRAWAL OF PROCEEDS UNDER OPTIONS 1 OR 2. If provided in the Payment
Contract, a payee will have the right to withdraw the entire unpaid balance
under Options 1 or 2.  Under Option 1,

                                    Page 17

 
the amount will be the value of the remaining payments for the specified period
discounted at the rate of interest used in determining monthly income. Under
Option 2, the amount will be the entire unpaid balance.

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

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

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

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

ASSIGNMENT.  Payment Contracts may not be assigned.

CHANGE IN PAYMENT.  The right to make any change in payment is available only if
it is provided in the Payment Contract.

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

                               GENERAL PROVISIONS

ASSIGNING YOUR POLICY.  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 the 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: We cannot contest any claim related to an increase in Specified
Amount after such increase has been in effect during the Insured's lifetime for
2 years.

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 only on the
basis of the information furnished in the application for such reinstatement or
increase.

This 2-year limitation does 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.

                                    Page 18

 
AGE OR SEX INCORRECTLY STATED (AGE INCORRECTLY STATED IF ISSUED ON A UNISEX
BASIS).  If the (1) age or sex of the Insured (if this policy was issued on a
Sex Distinct basis) or (2) age of the Insured (if this policy was issued on a
Unisex basis) 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 Accumulation 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 Accumulation Values includes a charge for
the cost of insurance, as shown in the Table of Guaranteed Monthly Cost of
Insurance Rates. Calculation of minimum Accumulation Values, nonforfeiture
benefits and Guaranteed Cost of Insurance Rates are based on the Composite 1980
Commissioners Standard Ordinary Male\Female\Unisex Table B (80% male, 20%
female) Mortality Table for the appropriate sex and age nearest birthday.  A
detailed statement of the method of computing values has been filed with the
state insurance department where required.

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

ANNUAL REPORT.  We will send You at least once a year an annual report which
will show a summary of all transactions since the last report, including:

1. Premiums paid since the last report;

2. Transfers since the last report;

3. Expense charges deducted since the last report;

4. The cost of insurance deducted since the last report;

5. Partial surrender benefits deducted since the last report including partial
   surrender fees;

6. The amount of any outstanding policy loan;

7. Separate Account Unit Values;

8. The current Cash Surrender Value and Accumulation Values; 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 there is not sufficient Cash Surrender Value to
   cover a Monthly Deduction.

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

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

2. Evidence of insurability satisfactory to Us;

3. Payment of enough premiums so that the policy will remain in force for 2
   months; and

4. Payment or reinstatement of any indebtedness.

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

The Accumulation Value at the time of reinstatement will be:

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

2. Any loan, including loan interest to the next policy anniversary, repaid or
   reinstated; less

3. The monthly deduction for one month.

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

                                    Page 19

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

 
 
  ATTAINED AGE              MALE            ATTAINED AGE                 MALE
NEAREST BIRTHDAY                          NEAREST BIRTHDAY 
(ON EACH POLICY                           (ON EACH POLICY  
  ANNIVERSARY)                              ANNIVERSARY)    
                                                                
         0                   $0.35               50                       $0.56
         1                    0.09               51                        0.61
         2                    0.08               52                        0.67
         3                    0.08               53                        0.73
         4                    0.08               54                        0.80

         5                    0.08               55                        0.88
         6                    0.07               56                        0.96
         7                    0.07               57                        1.05
         8                    0.06               58                        1.14
         9                    0.06               59                        1.24

        10                    0.06               60                        1.35
        11                    0.06               61                        1.48
        12                    0.07               62                        1.62
        13                    0.08               63                        1.78
        14                    0.10               64                        1.95

        15                    0.11               65                        2.15
        16                    0.13               66                        2.36
        17                    0.14               67                        2.58
        18                    0.15               68                        2.82
        19                    0.16               69                        3.07

        20                    0.16               70                        3.36
        21                    0.16               71                        3.70
        22                    0.16               72                        4.08
        23                    0.16               73                        4.52
        24                    0.15               74                        5.01

        25                    0.15               75                        5.54
        26                    0.14               76                        6.11
        27                    0.14               77                        6.71
        28                    0.14               78                        7.33
        29                    0.14               79                        7.99

        30                    0.14               80                        8.71
        31                    0.15               81                        9.52
        32                    0.15               82                       10.45 
        33                    0.16               83                       11.50
        34                    0.17               84                       12.67

        35                    0.18               85                       13.93
        36                    0.19               86                       15.25
        37                    0.20               87                       16.63
        38                    0.22               88                       18.06
        39                    0.23               89                       19.55

        40                    0.25               90                       21.11
        41                    0.27               91                       22.80
        42                    0.30               92                       24.66
        43                    0.32               93                       26.82
        44                    0.35               94                       29.67

        45                    0.38
        46                    0.41
        47                    0.44
        48                    0.48
        49                    0.52
 

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 page 3.

                                    Page 20

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



                                             OPTION 1 TABLE
                                  INSTALLMENTS FOR A SPECIFIED PERIOD
- --------------------------------------------------------------------------------------------------------
  Number       Amount of      Number     Amount of      Number     Amount of      Number     Amount of
 of Years       Monthly      of Years     Monthly      of Years     Monthly      of Years     Monthly
  Payable     Installments   Payable    Installments   Payable    Installments   Payable    Installments
- --------------------------------------------------------------------------------------------------------
                                                                       
     5              $17.91         15          $6.87         25          $4.71         35          $3.82
     6               15.14         16           6.53         26           4.59         36           3.76
     7               13.16         17           6.23         27           4.47         37           3.70
     8               11.68         18           5.96         28           4.37         38           3.65
     9               10.53         19           5.73         29           4.27         39           3.60
 
    10                9.61         20           5.51         30           4.18         40           3.55
    11                8.86         21           5.32         31           4.10
    12                8.24         22           5.15         32           4.02
    13                7.71         23           4.99         33           3.95
    14                7.26         24           4.84         34           3.88
- --------------------------------------------------------------------------------------------------------




                                                     OPTION 3 TABLE
                                    INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                           
        AGE OF PAYEE                   GUARANTEED PERIOD                AGE OF                              
                                                                        PAYEE                 GUARANTEED PERIOD
- ------------------------------------------------------------------------------------------------------------------------------
            Male             10 Years       15 Years      20 Years        Male       10 Years      15 Years         20 Years
- -------------------------------------------------------------------------------------------------------------------------------
             20*             $2.95          $2.94         $2.94           50         $4.05         $4.00              $3.93
             21               2.97           2.96          2.96           51          4.11          4.06               3.99
             22               2.98           2.98          2.98           52          4.18          4.13               4.04
             23               3.00           3.00          3.00           53          4.26          4.19               4.10
             24               3.02           3.02          3.02           54          4.34          4.27               4.16
                       
             25               3.05           3.04          3.04           55          4.42          4.34               4.22
             26               3.07           3.06          3.06           56          4.51          4.42               4.28
             27               3.09           3.09          3.08           57          4.60          4.50               4.35
             28               3.12           3.11          3.11           58          4.69          4.58               4.41
             29               3.14           3.14          3.13           59          4.79          4.66               4.47
                       
             30               3.17           3.16          3.16           60          4.90          4.75               4.54
             31               3.20           3.19          3.18           61          5.01          4.84               4.60
             32               3.22           3.22          3.21           62          5.13          4.94               4.67
             33               3.25           3.25          3.24           63          5.26          5.03               4.73
             34               3.29           3.28          3.27           64          5.39          5.13               4.79
                       
             35               3.32           3.31          3.00           65          5.52          5.23               4.85
             36               3.35           3.35          3.33           66          5.66          5.33               4.91
             37               3.39           3.38          3.36           67          5.81          5.43               4.97
             38               3.43           3.42          3.40           68          5.96          5.53               5.02
             39               3.47           3.46          3.44           69          6.12          5.63               5.07
                       
             40               3.51           3.50          3.47           70          6.28          5.73               5.11
             41               3.55           3.54          3.51           71          6.44          5.82               5.15
             42               3.60           3.58          3.55           72          6.61          5.91               5.19
             43               3.65           3.63          3.59           73          6.78          6.00               5.23
             44               3.70           3.67          3.64           74          6.96          6.08               5.26
                       
             45               3.75           3.72          3.68           75          7.13          6.16               5.28
             46               3.80           3.77          3.73           76          7.30          6.24               5.31
             47               3.86           3.83          3.78           77          7.47          6.31               5.33
             48               3.92           3.88          3.83           78          7.64          6.37               5.34
             49               3.98           3.94          3.88           79          7.81          6.42               5.36
                                                                          80**        7.97          6.48               5.37
- ----------------------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due.  If monthly installments for
 two or more specified periods for a given age are the same, the specified period of longer duration will apply.
 
       *Also applies to younger ages.                                       **Also applies to older ages.
- ----------------------------------------------------------------------------------------------------------------------------------


                                    Page 21

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


 

  ATTAINED AGE            FEMALE            ATTAINED AGE               FEMALE     
NEAREST BIRTHDAY                          NEAREST BIRTHDAY                        
(ON EACH POLICY                           (ON EACH POLICY                         
  ANNIVERSARY)                              ANNIVERSARY)                          
                                                                      
         0                   $0.24               50                       $0.41   
         1                    0.07               51                        0.44   
         2                    0.07               52                        0.48   
         3                    0.07               53                        0.51   
         4                    0.06               54                        0.55   
                                                                                  
         5                    0.06               55                        0.59   
         6                    0.06               56                        0.63   
         7                    0.06               57                        0.67   
         8                    0.06               58                        0.71   
         9                    0.06               59                        0.75   
                                                                                  
        10                    0.06               60                        0.79   
        11                    0.06               61                        0.85   
        12                    0.06               62                        0.92   
        13                    0.06               63                        1.01   
        14                    0.07               64                        1.11   
                                                                                  
        15                    0.07               65                        1.23   
        16                    0.08               66                        1.35   
        17                    0.08               67                        1.47   
        18                    0.08               68                        1.59   
        19                    0.09               69                        1.72   
                                                                                  
        20                    0.09               70                        1.86   
        21                    0.09               71                        2.05   
        22                    0.09               72                        2.27   
        23                    0.09               73                        2.55   
        24                    0.10               74                        2.88   
                                                                                  
        25                    0.10               75                        3.25   
        26                    0.10               76                        3.67   
        27                    0.10               77                        4.11   
        28                    0.11               78                        4.59   
        29                    0.11               79                        5.11   
                                                                                  
        30                    0.11               80                        5.71   
        31                    0.12               81                        6.39   
        32                    0.12               82                        7.19   
        33                    0.13               83                        8.12   
        34                    0.13               84                        9.18   
                                                                                  
        35                    0.14               85                       10.34   
        36                    0.15               86                       11.60   
        37                    0.16               87                       12.97   
        38                    0.17               88                       14.45   
        39                    0.19               89                       16.05   
                                                                                  
        40                    0.20               90                       17.79   
        41                    0.22               91                       19.72   
        42                    0.24               92                       21.89   
        43                    0.26               93                       24.44   
        44                    0.28               94                       27.67   
                                                                                  
        45                    0.30                                                
        46                    0.32                                                
        47                    0.34                                                
        48                    0.36                                                
        49                    0.39                                                



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 page 3.

                                    Page 22

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




                                                OPTION 1 TABLE
                                      INSTALLMENTS FOR A SPECIFIED PERIOD
- --------------------------------------------------------------------------------------------------------
  Number       Amount of      Number     Amount of      Number     Amount of      Number     Amount of
 of Years       Monthly      of Years     Monthly      of Years     Monthly      of Years     Monthly
  Payable     Installments   Payable    Installments   Payable    Installments   Payable    Installments
- --------------------------------------------------------------------------------------------------------
                                                                       
     5              $17.91         15          $6.87         25          $4.71         35          $3.82
     6               15.14         16           6.53         26           4.59         36           3.76
     7               13.16         17           6.23         27           4.47         37           3.70
     8               11.68         18           5.96         28           4.37         38           3.65
     9               10.53         19           5.73         29           4.27         39           3.60
 
    10                9.61         20           5.51         30           4.18         40           3.55
    11                8.86         21           5.32         31           4.10
    12                8.24         22           5.15         32           4.02
    13                7.71         23           4.99         33           3.95
    14                7.26         24           4.84         34           3.88
- --------------------------------------------------------------------------------------------------------





                                                       OPTION 3 TABLE
                                  INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                
        AGE OF PAYEE                       GUARANTEED PERIOD                AGE OF                      
                                                                            PAYEE                   GUARANTEED PERIOD
- -----------------------------------------------------------------------------------------------------------------------------------
           Female                10 Years      15 Years      20 Years        Female       10 Years      15 Years         20 Years
- ------------------------------------------------------------------------------------------------------------------------------------

             20*                 $2.85         $2.85         $2.85             50         $3.75         $3.73              $3.69
             21                   2.87          2.87          2.87             51          3.80          3.78               3.74
             22                   2.89          2.88          2.88             52          3.86          3.84               3.79
             23                   2.90          2.90          2.90             53          3.92          3.89               3.85
             24                   2.92          2.92          2.91             54          3.99          3.96               3.90
                        
             25                   2.94          2.93          2.93             55          4.06          4.02               3.96
             26                   2.95          2.95          2.95             56          4.13          4.09               4.02
             27                   2.97          2.97          2.97             57          4.21          4.16               4.08
             28                   2.99          2.99          2.99             58          4.29          4.23               4.15
             29                   3.01          3.01          3.01             59          4.37          4.31               4.21
                        
             30                   3.03          3.03          3.03             60          4.46          4.39               4.28
             31                   3.06          3.05          3.05             61          4.56          4.47               4.35
             32                   3.08          3.08          3.07             62          4.66          4.56               4.42
             33                   3.10          3.10          3.10             63          4.76          4.65               4.49
             34                   3.13          3.13          3.12             64          4.88          4.75               4.56
                        
             35                   3.16          3.15          3.15             65          4.99          4.85               4.63
             36                   3.19          3.18          3.17             66          5.12          4.95               4.70
             37                   3.21          3.21          3.20             67          5.25          5.05               4.77
             38                   3.24          3.24          3.23             68          5.39          5.16               4.83
             39                   3.28          3.27          3.26             69          5.53          5.27               4.90
                        
             40                   3.31          3.30          3.29             70          5.69          5.38               4.96
             41                   3.35          3.34          3.33             71          5.85          5.49               5.02
             42                   3.38          3.37          3.36             72          6.02          5.60               5.08
             43                   3.42          3.41          3.40             73          6.19          5.71               5.13
             44                   3.46          3.45          3.43             74          6.37          5.82               5.17
                        
             45                   3.50          3.49          3.47             75          6.56          5.92               5.21
             46                   3.55          3.53          3.51             76          6.75          6.02               5.25
             47                   3.59          3.58          3.56             77          6.95          6.11               5.28
             48                   3.64          3.63          3.60             78          7.14          6.20               5.30
             49                   3.69          3.67          3.65             79          7.34          6.28               5.32
                                                                               80**        7.54          6.35               5.34
- -----------------------------------------------------------------------------------------------------------------------------------
 Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due.  If monthly installments for
 two or more specified periods for a given age are the same, the specified period of longer duration will apply.
 
                 *Also applies to younger ages.                                       **Also applies to older ages.
- ------------------------------------------------------------------------------------------------------------------------------------



                                    Page 23

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



  ATTAINED AGE            RATE              ATTAINED AGE               RATE       
NEAREST BIRTHDAY                          NEAREST BIRTHDAY                        
(ON EACH POLICY                           (ON EACH POLICY                         
  ANNIVERSARY)                              ANNIVERSARY)                          
                                                                      
         0                   $0.33               50                       $0.53   
         1                    0.09               51                        0.58   
         2                    0.08               52                        0.63   
         3                    0.08               53                        0.69   
         4                    0.08               54                        0.75   
                                                                                  
         5                    0.07               55                        0.82   
         6                    0.07               56                        0.89   
         7                    0.07               57                        0.97   
         8                    0.06               58                        1.05   
         9                    0.06               59                        1.14   
                                                                                  
        10                    0.06               60                        1.24   
        11                    0.06               61                        1.35   
        12                    0.07               62                        1.47   
        13                    0.08               63                        1.61   
        14                    0.09               64                        1.77   
                                                                                  
        15                    0.10               65                        1.95   
        16                    0.12               66                        2.14   
        17                    0.13               67                        2.34   
        18                    0.14               68                        2.54   
        19                    0.14               69                        2.77   
                                                                                  
        20                    0.15               70                        3.02   
        21                    0.15               71                        3.32   
        22                    0.14               72                        3.66   
        23                    0.14               73                        4.05   
        24                    0.14               74                        4.49   
                                                                                  
        25                    0.14               75                        4.98   
        26                    0.14               76                        5.50   
        27                    0.13               77                        6.04   
        28                    0.13               78                        6.60   
        29                    0.14               79                        7.21   
                                                                                  
        30                    0.14               80                        7.87   
        31                    0.14               81                        8.63   
        32                    0.15               82                        9.49   
        33                    0.15               83                       10.49   
        34                    0.16               84                       11.59   
                                                                                  
        35                    0.17               85                       12.78   
        36                    0.18               86                       14.05   
        37                    0.19               87                       15.39   
        38                    0.21               88                       16.80   
        39                    0.22               89                       18.30   
                                                                                  
        40                    0.24               90                       19.89   
        41                    0.26               91                       21.63   
        42                    0.29               92                       23.60   
        43                    0.31               93                       25.88   
        44                    0.33               94                       28.87
                                                                                  
        45                    0.36                                                
        46                    0.39                                                
        47                    0.42                                                
        48                    0.46                                                
        49                    0.49                                                


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 page 3.

                                    Page 24

 


                                                OPTION 1 TABLE
                                    INSTALLMENTS FOR A SPECIFIED PERIOD
- --------------------------------------------------------------------------------------------------------
  Number       Amount of      Number     Amount of      Number     Amount of      Number     Amount of
 of Years       Monthly      of Years     Monthly      of Years     Monthly      of Years     Monthly
  Payable     Installments   Payable    Installments   Payable    Installments   Payable    Installments
- --------------------------------------------------------------------------------------------------------
                                                                       
     5              $17.91         15          $6.87         25          $4.71         35          $3.82
     6               15.14         16           6.53         26           4.59         36           3.76
     7               13.16         17           6.23         27           4.47         37           3.70
     8               11.68         18           5.96         28           4.37         38           3.65
     9               10.53         19           5.73         29           4.27         39           3.60
 
    10                9.61         20           5.51         30           4.18         40           3.55
    11                8.86         21           5.32         31           4.10
    12                8.24         22           5.15         32           4.02
    13                7.71         23           4.99         33           3.95
    14                7.26         24           4.84         34           3.88
- --------------------------------------------------------------------------------------------------------




                                                             OPTION 3 TABLE
                                              INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                
                                           GUARANTEED PERIOD                                      GUARANTEED PERIOD
- -----------------------------------------------------------------------------------------------------------------------------------
        AGE OF PAYEE            10 Years      15 Years      20 Years     AGE OF PAYEE    10 Years      15 Years         20 Years
- ------------------------------------------------------------------------------------------------------------------------------------

             20*                 $2.89         $2.89         $2.89             50         $3.87         $3.84              $3.79
             21                   2.91          2.91          2.90             51          3.93          3.90               3.85
             22                   2.93          2.92          2.92             52          3.99          3.96               3.90
             23                   2.94          2.94          2.94             53          4.06          4.02               3.95
             24                   2.96          2.96          2.96             54          4.13          4.08               4.01
                        
             25                   2.98          2.98          2.98             55          4.21          4.15               4.07
             26                   3.00          3.00          3.00             56          4.28          4.22               4.13
             27                   3.02          3.02          3.02             57          4.37          4.30               4.19
             28                   3.04          3.04          3.04             58          4.45          4.38               4.26
             29                   3.07          3.06          3.06             59          4.55          4.46               4.32
                        
             30                   3.09          3.09          3.08             60          4.64          4.54               4.39
             31                   3.11          3.11          3.11             61          4.74          4.63               4.46 
             32                   3.14          3.14          3.13             62          4.85          4.72               4.52
             33                   3.17          3.16          3.16             63          4.97          4.81               4.59
             34                   3.20          3.19          3.18             64          5.08          4.91               4.66
                        
             35                   3.22          3.22          3.21             65          5.21          5.01               4.73
             36                   3.26          3.25          3.24             66          5.34          5.11               4.79
             37                   3.29          3.28          3.27             67          5.48          5.21               4.85
             38                   3.32          3.31          3.30             68          5.62          5.32               4.92
             39                   3.36          3.35          3.33             69          5.77          5.42               4.97
                        
             40                   3.39          3.38          3.37             70          5.93          5.53               5.03
             41                   3.43          3.42          3.40             71          6.09          5.63               5.08
             42                   3.47          3.46          3.44             72          6.26          5.73               5.13
             43                   3.51          3.50          3.48             73          6.44          5.84               5.17
             44                   3.56          3.54          3.52             74          6.62          5.93               5.21
                        
             45                   3.60          3.59          3.56             75          6.80          6.03               5.24
             46                   3.65          3.63          3.60             76          6.98          6.12               5.27
             47                   3.70          3.68          3.65             77          7.17          6.20               5.30
             48                   3.76          3.73          3.70             78          7.35          6.27               5.32
             49                   3.81          3.78          3.74             79          7.54          6.34               5.34
                                                                               80**        7.72          6.41               5.35
- -----------------------------------------------------------------------------------------------------------------------------------
 Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due.  If monthly installments for
 two or more specified periods for a given age are the same, the specified period of longer duration will apply.
 
                 *Also applies to younger ages.                                       **Also applies to older ages.
- -----------------------------------------------------------------------------------------------------------------------------------


                                    Page 25

 
                             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 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


                    [LOGO OF AMERICAN GENERAL APPEARS HERE]


                                A STOCK COMPANY
                            _______________________
                  A Subsidiary of American General Corporation

                                    Page 26