EXHIBIT 1.(5)(a)(ii)


                             AMERICAN GENERAL LIFE
                               Insurance Company

Home Office:
Houston, Texas

2727-A Allen Parkway             JOHN DOE                      American
P.O. Box 1931              POLICY NUMBER: 000000000             General 
Houston, Texas 77251                                       [Graphic Omitted]
                                                            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  contract 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

97610




                                                              INDEX

                                                            
Allocation of Policy Deductions                                 4
Allocation of Net Premiums                                      4
Annual Report                                                  19
Automatic Rebalancing                                          14
Beneficiary and Proceeds                                       16
Cash Surrender Value                                           10
Cash Value                                                     10
Changing Your Insurance Policy                                  7
      Change of Ownership or Beneficiary                       16
      Changing the Death Benefit Option                         7
      Changing the Specified Amount                             7
Contract                                                        5
Cost of Insurance Rate Table                                   21
Date of Issue                                                 3,5
Death Benefit and Death Benefit Options                         6
Dollar Cost Averaging                                          14
Expense Charges
      Monthly Administration Fee                            3A,11
      Premium Expense Charge                                   3A
      Premium Tax                                               3
General Account                                                 9
General Provisions                                             18
Grace Period                                                   12
Incontestability                                               18
Investment Advisor, Change of                                   9
Investments of the Separate Account                             8
Maturity Date                                                   3
Monthly Guarantee Premium                                      12
Owner                                                           5
Payment Options                                                17
Policy Loans                                                   15
Policy Values                                                   9
Premium Class                                                   2
Premium Payments                                                5
Separate Account                                                7
Surrender, Full and Partial                                    12
Transfer Provision                                             13
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; 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:

SELECT. The term "Select" means the Insured qualifies as a better than average
mortality risk. PREFERRED. The term "Preferred" means the cost of insurance is
based on the Insured being a nonuser of tobacco. STANDARD. The term "Standard"
means the cost of insurance is based on the Insured being a tobacco user.

JUVENILE.  All  policies  issued  to  Insureds  at  issue  age 17 or less  are
designated as  "Juvenile".  This means that cost of insurance  rates stated in
the policy for insurance ages 18 and above are Standard rates.  (Rates are not
classified  on the basis of the Insured being a user or non-user of tobacco at
ages 0 through 17.)  SPECIAL.  The term  "Special"  means an extra  premium is
being charged due to the Insured's health,  occupation or avocation.  RATES ON
POLICY  ANNIVERSARY  NEAREST  INSURED'S 18TH BIRTHDAY (FOR INSURED'S AGE 17 OR
LESS ON DATE OF ISSUE). If the Insured's age, nearest birthday,  is 17 or less
on the Date of Issue of this policy,  Standard  rates will be used starting on
the policy anniversary nearest the Insured's 18th birthday, except as follows.
Prior to the  anniversary  nearest  the  Insured's  18th  birthday,  a written
statement,  signed by the Insured,  may be submitted to the Company requesting
that Preferred  rates be made  effective.  The statement must include the date
the  Insured  last used  tobacco,  or state  that the  Insured  as never  used
tobacco,  whichever applies. If the request is approved,  Preferred rates will
be made  effective  on the  policy  anniversary  nearest  the  Insured's  18th
birthday.  Otherwise,  Standard rates will apply. We will send a notice to the
Owner at lest 30 days prior to the policy  anniversary  nearest the  Insured's
18th birthday that an application for Preferred rates may be submitted.

                                    NOTICE

                    This Policy Is A Legal Contract Between

                       The Policy Owner And The Company.


97610                               Page 2



                                POLICY SCHEDULE


BASIC POLICY                             MONTHLY COST         YEARS PAYABLE

      VARIABLE LIFE                      SEE PAGE 21               60


ADDITIONAL BENEFITS PROVIDED BY RIDERS

      NONE


PREMIUM CLASS:                                    SELECT PREFERRED
INITIAL PREMIUM:                                  $1,528.90
PLANNED PERIODIC PREMIUM:                         $1,528.90 PAYABLE ANNUALLY
MONTHLY DEDUCTION DAY:                            1ST DAY OF EACH MONTH

MINIMUM DEATH BENEFIT AMOUNT (AFTER
      A DECREASE IN SPECIFIED AMOUNT)             $100,000
MINIMUM PARTIAL SURRENDER                         $ 500.00
MINIMUM VALUE THAT MAY BE RETAINED IN A
      DIVISION AFTER A PARTIAL SURRENDER          $ 500.00


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:       NOVEMBER 1, 1997

INITIAL SPECIFIED AMOUNT:  $100,000      MATURITY DATE:       NOVEMBER 1, 2057

DEATH BENEFIT OPTION:      1             THIS IS A (SEX DISTINCT) POLICY


                         THIS IS A (STATE NAME) POLICY


97610                               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 10TH POLICY
           YEAR, THE CURRENT  MORTALITY AND EXPENSE CHARGES WILL BE REDUCED BY
           .25% IN EACH  POLICY YEAR THAT THE  CURRENT  MORTALITY  AND EXPENSE
           CHARGE  ANNUAL RATE WITHOUT THE  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  PREMIUM EXPENSE
             CHARGE PERCENTAGE)                     [2.5%]             5.0%

     PREMIUM TAX (IF APPLICABLE). DEPENDING ON THE LAWS OF THE JURISDICTION IN
           WHICH THIS POLICY WAS ISSUED,  A PERCENTAGE  OF EACH PREMIUM MAY BE
           DEDUCTED  FOR PREMIUM  TAX. THE PREMIUM TAX RATE FOR THIS POLICY IS
           [0%].

       MONTHLY EXPENSE CHARGE:
       MONTHLY EXPENSE CHARGE FOR FIRST TWO YEARS:          $19.59
       (SEE MONTHLY EXPENSE CHARGE TABLE FOR RATES
       APPLYING TO INCREASES IN SPECIFIED AMOUNT)

       MONTHLY ADMINISTRATION FEE:                 CURRENT          GUARANTEED
                                                    [$6.00]           $12.00

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 21.


97610                               Page 3A



             POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000


           INITIAL ALLOCATION OF NET PREMIUMS AND POLICY DEDUCTIONS


      INVESTMENT OPTIONS                                      INITIAL ALLOCATION         INITIAL ALLOCATIONS
                                                              OF NET PREMIUMS           OF POLICY DEDUCTIONS
                                                                                           
GENERAL ACCOUNT:

      (125)  AGL Declared Fixed Interest Account                     100%                        100%

SEPARATE ACCOUNT:       VL-R

     [(126)  AIM V.I. International Equity Fund                        0%                          0%
      (127)  AIM V.I. Value Fund                                       0%                          0%
      (128)  International Equities Fund                               0%                          0%
      (129)  MidCap Index Fund                                         0%                          0%
      (130)  Money Market Fund                                         0%                          0%
      (131)  Stock Index Fund                                          0%                          0%
      (132)  Quality Bond Portfolio                                    0%                          0%
      (133)  Small Cap Portfolio                                       0%                          0%
      (134)  MFS Emerging Growth Series                                0%                          0%
      (135)  Equity Growth Portfolio                                   0%                          0%
      (136)  High Yield Portfolio                                      0%                          0%
      (137)  Putnam VT Diversified Income Fund                         0%                          0%
      (138)  Putnam VT Growth and Income Fund                          0%                          0%
      (139)  Putnam VT International Growth and Income Fund            0%                          0%
      (140)  Equity Portfolio                                          0%                          0%
      (141)  Growth Portfolio                                          0%                          0%
      (142)  Strategic Stock Portfolio                                 0%                          0%]



97610                               Page 3B



           TABLE OF MONTHLY EXPENSE CHARGES FOR THE FIRST TWO YEARS
                        PER $1,000 OF SPECIFIED AMOUNT
            (Also applies to an increase in Specified Amount during
                       first two years of the Increase)


           ISSUE                                  ISSUE
            AGE                                    AGE

             35             0.1959                  58           0.5084
             36             0.2047                  59           0.5363
             37             0.2140                  60           0.5662
             38             0.2238                  61           0.5982
             39             0.2340                  62           0.6323

             40             0.2449                  63           0.6688
             41             0.2564                  64           0.7078
             42             0.2685                  65           0.7495
             43             0.2812                  66           0.7800
             44             0.2946                  67           0.8200

             45             0.2647                  68           0.8600
             46             0.2775                  69           0.9000
             47             0.2912                  70           0.9500
             48             0.3056                  71           1.0000
             49             0.3209                  72           1.0600

             50             0.3371                  73           1.1100
             51             0.3544                  74           1.1700
             52             0.3727                  75           1.2400
             53             0.3921                  76           1.3000
             54             0.4126                  77           1.3700

             55             0.4345                  78           1.4500
             56             0.4576                  79           1.5300
             57             0.4822                  80           1.6100


The MONTHLY EXPENSE CHARGE FOR THE INITIAL  SPECIFIED AMOUNT for the first two
years is shown on page 3A of the policy.  To  determine  the  Monthly  Expense
Charge for an increase in  Specified  Amount,  multiply the  appropriate  rate
shown above by the number of thousands of increase in  Specified  Amount.  The
result will be deducted from the  Accumulation  Value monthly during the first
two years of the increase.


97610                               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.

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
Premium).

UNSCHEDULED  ADDITIONAL PREMIUMS.  You may pay additional premiums at any time
before the  Maturity  Date shown on page 3. We may limit the number and amount
of additional premiums. (See Maximum Premium).

MAXIMUM PREMIUM. The sum of the premiums paid under this policy may not exceed
the guideline premium limitation as defined by Section 7702,  Internal Revenue
Code of 1986 (or as later  amended).  Any portion of any premium paid which is
determined to be in excess of the limit will be refunded.

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

NET PREMIUM.  The Net Premium is the premium paid,  less any applicable  state
premium tax and 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.


97610                               Page 5



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
any  applicable  state premium tax and 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 your  payments  to Us at our Home  Office or to an
authorized  agent.  A receipt  signed by an  officer  of the  Company  will be
furnished upon request.


                    DEATH BENEFIT AND DEATH BENEFIT OPTIONS

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

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

2.    Any  increases or decreases  made to the Specified  Amount.  The Initial
      Specified Amount is shown on 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  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  Percentage  Factor for the  Insured's  age nearest  birthday as
      shown in the table that follows.

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  Percentage  Factor for the  Insured's  age nearest  birthday as
      shown in the table that follows.



                             TABLE OF DEATH BENEFIT PERCENTAGE FACTORS

 Att'd     Percentage      Att'd     Percentage      Att'd     Percentage      Att'd     Percentage
  Age        Factor         Age       Factor          Age        Factor         Age        Factor

                                                                       
 0-40         250%          50         185%           60          130%          70          115%
  41          243           51         178            61          128           71          113
  42          236           52         171            62          126           72          111
  43          229           53         164            63          124           73          109
  44          222           54         157            64          122           74          107
  45          215           55         150            65          120           75-90       105
  46          209           56         146            66          119           91          104
  47          203           57         142            67          118           92          103
  48          197           58         138            68          117           93          102
  49          191           59         134            69          116           94          101
                                                                                95+         100



97610                               Page 6



                        CHANGING YOUR INSURANCE POLICY

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

INCREASING THE SPECIFIED  AMOUNT.  We will require a supplemental  application
and  evidence  of  insurability  satisfactory  to Us for any  increase  in the
Specified  Amount.  An increase will be effective on the monthly deduction day
on or next following the date the  application for increase is approved by Us.
The effective date will appear in an endorsement to this policy.

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

1.    The Minimum Death Benefit Amount shown on page 3; or

2.    Any Death Benefit Amount which, upon comparing such amount to the sum of
      premiums  already paid,  would result in an excess of premium  payments.
      (See the "Maximum Premium" provision.)

Any such decrease will be applied in the following order:

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

2.    Against the next most recent increases successively;

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


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 Death Benefit  Amount as of the effective date of the
      change.

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

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


                          SEPARATE ACCOUNT PROVISIONS

SEPARATE  ACCOUNT.  Separate Account 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.


97610                               Page 7



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
Options  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.  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.

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  company's shares held in each investment
division shall be the value reported by Us by that investment company.

VALUATION  DATES.  Valuation  of the  various  Divisions  will  occur  on each
Business Day during each month. If the underlying  Investment Option is unable
to value or determine the Division's investment in an Investment Option due to
any of the  reasons  stated  in  the  "Suspension  and  Deferral  of  Payments
Provision",  the Valuation  Date for the Division with respect to the unvalued
portion  shall be the  first  Business  Day that the  assets  can be valued or
determined.

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

MINIMUM BALANCE.  If a partial surrender causes the balance in any Division to
drop below $500,  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 $500,  the Company  reserves  the right to transfer the
remaining balance in proportion to the transfer request.


97610                               Page 8



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 this policy is being is 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 in 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 rules of any Division.

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

GENERAL  ACCOUNT.  The General  Account is a Fixed Account  within Our general
assets which We have established for:

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

2.    Any amounts allocated by the Owner to such Account.

The General  Account is credited  with  interest at an annual rate of not less
than 4%, and is not based on the investment  experience of any Division of the
Separate  Account.  Interest  applied to that  portion of the General  Account
equal to a policy loan will be at an annual effective rate of not less than 4%
nor more than 4.75%.


                            POLICY VALUES PROVISION

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

1.    Premiums paid;

2.    Deductions for Expense Charges;

3.    Monthly deductions;

4.    The investment experience of the Divisions selected;

5.    The  value  of  amounts  allocated  to the  General  Account,  including
      interest earned on amounts allocated to the General Account;

6.    Deductions due to partial withdrawals; and

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

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


97610                               Page 9



On each Monthly  Deduction  day, a Monthly  Deduction will be made by reducing
the unloaned portion of the General Account or redeeming  Valuation Units from
each  applicable  Division  in the same  ratio  as the  Allocation  of  Policy
Deductions in effect on the Monthly  Deduction day. If the number of Valuation
Units in any Division,  or in the unloaned  portion of the General  Account is
insufficient  to make a  Monthly  Deduction  in this  manner,  We will  cancel
Valuation Units from each applicable  Division and reduce the unloaned portion
of the General  Account in the same ratio the Monthly  Deduction  bears to the
unloaned  Accumulation  Value of your  policy.  You must  state In  Writing in
advance how Monthly  Deductions should be made if other than this method is to
be used.

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

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

ON THE DATE OF  ISSUE.  The  Accumulation  Value on the Date of Issue  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 DEDUCTION DAY. On each deduction day after the Date of Issue,  we will
determine the Accumulation Value as follows:

1.    First, we will take the Accumulation Value as of the last deduction day;
      and

2.    Add the  interest  earned  for the month on the  excess  of the  General
      Account  value  on the last  deduction  day  over  any  withdrawals  and
      transfers  made from the General  Account since the last  deduction day;
      and

3.    Add any  investment  gain  (or  subtract  any  investment  loss)  on the
      Divisions  of the  Separate  Account  since  the last  deduction  day as
      measured by the change in the value of the Valuation Units; and

4.    Add all Net Premiums received since the last deduction day; and

5.    Subtract any partial surrender made since the last 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 DEDUCTION DAY. The  Accumulation  Value on
any Valuation Date other than a deduction day will be the sum of:

1.    The value of the General Account as of the last deduction day;

2.    Less any withdrawals since the last deduction day;

3.    Plus all Net Premiums received since the last deduction day;

4.    Plus the sum of the values of the  Divisions of the Separate  Account as
      of the last deduction  day, plus the amount of any  investment  gain (or
      minus any investment loss) on the Divisions since the last deduction day
      as measured by the change in 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.


97610                               Page 10



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; and

3.    The Monthly Administration Fee; and

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

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

1.    Reduce the Death Benefit Amount by the amount of  Accumulation  Value on
      the deduction day before the cost of insurance  deduction is taken,  and
      after the Monthly Expense Charge, if any, the Monthly Administration Fee
      and Cost of Insurance for riders are deducted;

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

3.    Divide the result by 1000.

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 prior Specified Amount increases
in the order of the increases.

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

MONTHLY  ADMINISTRATION  FEE. An administration  fee will be deducted monthly.
The amount of the monthly fee may be adjusted,  but will never be greater than
the guaranteed Monthly Administration Fee.

FIRST TWO YEARS  MONTHLY  EXPENSE  CHARGE.  A Monthly  Expense  Charge will be
deducted during the first two policy years,  and during the first two years of
any increase in Specified Amount. The Monthly Expense Charge for the first two
years for the Initial  Specified Amount is shown onpage 3. The Monthly Expense
Charge for the first two years of any  increase  in  Specified  Amount will be
calculated by multiplying the  appropriate  rate shown on page 4 by the number
of thousands of such increase.

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

1.    The calendar year of issue and policy year;

2.    The plan of insurance;

3.    The amount of insurance; and

4.    The  age,  sex and  premium  class of the  Insured  if  issued  on a Sex
      Distinct basis. 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,  percentage of premium charges
or the  Monthly  Administration  Fee 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.


97610                               Page 11



INTEREST RATE. The guaranteed  interest rate used in calculating  Accumulation
Values of  amounts  allocated  to the  General  Account  is  .3274%  per month
compounded monthly.  This is equivalent to 4.0% per year, compounded annually.
We can use  interest  rates  greater  than the  guaranteed  rates to calculate
Accumulation Values.

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

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

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

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 in 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
withdrawal  of 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 $500.00.

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

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 Death Benefit Amount remaining after this reduction must be no less
than the Minimum Death Benefit Amount shown on page 3.

A partial  surrender will result in the  cancellation  of Valuation Units from
each applicable  Division and reduction of the unloaned portion of the General
Account in the same ratio as the Allocation of Policy  Deductions in effect on
the date of each partial  surrender.  If the number of Valuation  Units in any
Division or in the unloaned  portion of the General Account is insufficient to
make a partial  surrender in this manner,  We will cancel Valuation Units from
each  applicable  Division  and reduce  the  unloaned  portion of the  General
Account  in the ratio the  partial  surrender  request  bears to the  unloaned
Accumulation  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.


97610                               Page 12



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 and
do not surrender this policy,  We will continue making Monthly  Deductions (as
long as there is  sufficient  Cash  Surrender  Value to make such  deductions)
until the Maturity Date. This policy will remain in force until the 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.    The end of the Grace Period.


                              TRANSFER PROVISION

TRANSFER OF ACCUMULATION  VALUE. You may transfer all or part of Your interest
in a Division of the Separate  Account or the General  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 which may be transferred is $500.00.

3.    A transfer from the General Account to a Separate  Account  Division may
      only  be  made  during  the  60  day  period  that  begins  on a  policy
      anniversary.  The total amount  transferred  during the 60 day period is
      limited in any policy year to 25% of the unloaned portion of the General
      Account as of the policy anniversary.

4.    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;

      (c)   From  the  Money  Market  Division  to one or  more  of the  other
            Separate Account  Divisions.  (The General Account is not eligible
            for DCA)


97610                               Page 13



                          TRANSFER PROVISION (CONT'D)

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

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

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

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.

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

2.    If, for any reason the prices or values of  investments,  properties  or
      assets 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  investment 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  investment  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 policyholders.


97610                               Page 14



            SUSPENSION AND DEFERRAL OF PAYMENTS PROVISION (CONT'D)

As to amounts  allocated to the General  Account,  We may defer payment of any
Cash Surrender  Value  withdrawal or loan amount for up to six months after We
receive a request for it.

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  of 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 an amount equal to 3 Monthly  Deductions,  and
less interest on the amount to be borrowed to the next policy anniversary.

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

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
accounts  according to the deduction  percentages then in effect, and added to
the loaned portion of the General Account. If the number of Valuation Units in
any  Division,   or  in  the  unloaned  portion  of  the  General  Account  is
insufficient  to deduct  unpaid loan  interest in this manner,  We will cancel
Valuation Units from each applicable  division and reduce the unloaned portion
of the General  Account in the same ratio the unpaid loan inteest bears to the
unloaned  Accumulation  Value of your  policy.  You must  state In  Writing in
advance how unpaid loan  interst  should be deducted if other than this method
is to be used.

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; and,

2.    A partial repayment must be at least $100.00.

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

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

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 General Account.
A loan will result in the cancellation of Units from each applicable  Division
and reduction of the unloaned portion of the General Account 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.


97610                               Page 15



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

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

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

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

      a.    The policy loan value; or

      b.    10% of the Accumulation Value.

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. 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 in a form acceptable to Us. 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 and partial  surrender  benefits are subject to the provisions of
the Payment Options section and the other provisions of this policy.


97610                               Page 16



                                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.

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
Mortality Tables adjusted by projection  scale G for 9 years,  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 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.


97610                               Page 17



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.

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

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

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

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

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

ASSIGNMENT.  Payment Contracts may not be assigned.

CHANGE IN PAYMENT.  The right to make any change in payment is available  only
if 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  of an  obligation.  We will not be bound by an  assignment
unless  it is  received  In  Writing  at Our Home  Office.  Two  copies of the
assignment must be submitted. We will retain one copy and return the other. We
will not be responsible for the validity of any assignment.

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

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


97610                               Page 18



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.

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)
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 paid to You since the last report;

6.    The amount of any outstanding policy loan;

7.    Separate Account Unit Values;

8.    The current Cash Surrender and Accumulation Values; and

9.    The Death Benefit Amount.


97610                               Page 19



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 five years after the end of the Grace Period
      and before the Maturity Date; and

2.    Evidence of insurability satisfactory to Us; and

3.    Payment of enough  premium  to keep the policy in force for two  months;
      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 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.


97610                               Page 20



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



   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday      MALE              Nearest Birthday      MALE
 (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.


97610M                              Page 21



          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

                 [----------   GUARANTEED PERIOD   ---------]                    [----------   GUARANTEED PERIOD   ---------]
  AGE OF PAYEE      10 Years       15 Years       20 Years        AGE OF PAYEE      10 Years       15 Years       20 Years
     Male
                                                                                               
      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.


97610M                              Page 22



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



   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday     FEMALE             Nearest Birthday     FEMALE
 (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.


97610F                              Page 21



          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

                 [----------   GUARANTEED PERIOD   ---------]                    [----------   GUARANTEED PERIOD   ---------]
  AGE OF PAYEE      10 Years       15 Years       20 Years        AGE OF PAYEE      10 Years       15 Years       20 Years
    Female
                                                                                               
      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.


97610F                              Page 22



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



   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday      RATE              Nearest Birthday      RATE
 (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. 


97610U                              Page 21



          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

                 [----------   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.


97610U                              Page 22



                             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


                           [AMERICAN GENERAL LOGO]
                                A STOCK COMPANY
                 A Subsidiary of American General Corporation


97610