Exhibit 1(5)




                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                                                                   
                       Insured:   [JOHN DOE]
                         Owner:   [JOHN DOE]
                 Payment Class:   [STANDARD NON-SMOKER]
                 Policy Number:   [SPECIMEN]                                   Issue Age:   [35]
                   Face Amount:   [$250,000}                                  Issue Date:   [05/01/2000]



                  THIS IS A LEGAL CONTRACT - READ IT CAREFULLY

LINCOLN  BENEFIT  LIFE  COMPANY  promises  to  pay  the  death  benefit  to  the
beneficiary  on death of the insured  upon  receipt of due proof of death of the
insured.

PLEASE EXAMINE THE  APPLICATION.  We issued this contract based upon the answers
in the application  (copy included) and receipt of your initial premium.  If all
answers are not complete and true, the contract may be affected.

RIGHT TO CANCEL YOUR  CONTRACT.  You may cancel this  contract by  returning  it
Lincoln  Benefit Life Company,  PO Box 80469,  Lincoln,  NE  68501-0469,  or our
agent,  before  midnight  of the 10th day after the day you  receive the policy.
Return  of the  contract  by mail is  effective  on being  postmarked,  properly
addressed  and postage  prepaid.  We will refund any  premiums  allocated to the
separate account,  adjusted to reflect  investment gain or loss from the date of
allocation to the date of cancellation.

Executed  for the company at its home  office in Lincoln,  Nebraska on its issue
date.

          Carol S. Watson                                     B. Eugene Wraith
             Secretary                                            President

                          LINCOLN BENEFIT LIFE COMPANY
                          On Lincoln Benefit Life Drive
                                Lincoln, NE 68506
                  A Legal Reserve Stock Life Insurance Company
                      FLEXIBLE PREMIUM VARIABLE LIFE POLICY
                   Minimum Premium Required in the First Year
                  Death Benefit Payable on the Insured's Death
                       Flexible Premiums Payable for Life
          The Death Benefit and other Values provided by this Contract
         are based on the investment experience of the Separate Account
                           and other flexible factors.

                    These values may vary based on investment
                       and earnings experience and are not
                         guaranteed as to a fixed dollar
                                     amount.

                                Nonparticipating

VUL 0040                                                                  Page 1








                                SUMMARY OF POLICY

This policy  insures  the life of the  insured.  If the insured  dies while this
policy is in force, the death benefit will be paid to the beneficiary.

Payments for this policy are  flexible.  They may be made during the lifetime of
the insured.

During the lifetime of the insured, you may:

       ... change the planned payments and time between payments;

       ... obtain policy loans;

       ... change the beneficiary;

       ... change the death benefit option;

       ... surrender the policy for its net surrender value;

       ... exercise the other rights provided.

This is only a summary of the  policy  terms.  The  detailed  provisions  of the
policy  will  control.  The  provisions  of your  policy  are set  forth  in the
following sections.


                                                                                                            

    Policy Data.................................Page 3                       Policy Value............................Page 11
    Definitions.................................Page 5                       Surrender Value.........................Page 12
    Death Benefit...............................Page 7                       Loans...................................Page 12
    Beneficiary.................................Page 8                       Other Terms of Your Policy..............Page 13
    Ownership...................................Page 8                       Exchange of Plan........................Page 15
    Premium Payment.............................Page 9                       Application.............................Insert
    Account Provisions..........................Page 10                      Benefit Riders (if any).................Insert



                           READ YOUR POLICY CAREFULLY

                                                                          Page 2








                                   POLICY DATA

                       Insured:   [JOHN DOE]
                         Owner:   [JOHN DOE]
                 Payment Class:   [STANDARD NON-SMOKER]
                 Policy Number:   [SPECIMEN]      Issue Age:   [35]
                   Face Amount:   [$250,000}     Issue Date:   [05/01/2000]

                           Monthly Deduction Day [01]
                               Benefit Description

                                                               Year of Expiry
                                                                 or Maturity

Flexible Premium Variable Life                                      Life
Insurance - (Death Benefit Option 1)


                               Payment Information

                 Required Payment                   [$577.56]
                 Planned Payment                    [$577.56]


The payment of a monthly  {SAFETY NET} premium of {$48.13} is guaranteed to keep
this policy in force for {5} years,  assuming no loans or withdrawals are taken.
See {SAFETY NET} Premium Provision on Page 9 for details.

                                                                          Page 3






                                   Allocations

          Separate Account: Lincoln Benefit Life Variable Life Account

                                                              Payment Deduction
               Subaccount                                          Allocation%

{Janus Worldwide Subaccount}                                            {25}
{Fidelity VIPFII Asset Manager Subaccount}                              {75}



Minimum Withdrawal Amount                                             {$500}

Minimum Transfer Amount                                               {$100}

Loan Credited Rate                                                   {4.00%}

Maximum Loan Interest Rate Charged:
         On preferred loans                                          {4.00%}
         On standard loans                                           {6.00%}


                         Expense Deductions and Charges

Annual Mortality and Expense Risk Charge:
         Contract Years 1-15                                         {0.60%}
         Contract Years 16+                              Current     {0.40%}
                                                      Guaranteed      0.60%

Annual Distribution Expense Risk Charge:
         Contract Years 1-20                                          {1.00%}
         Contract Years 21+                                           {0.00%}

Monthly Policy Fee                                                    {$7.50}

Partial Withdrawal Service Fee                                          {$10}

                                                                         Page 3A





                      GUARANTEED MONTHLY COST OF INSURANCE


                                                                               

       Policy                     Rate                         Policy                   Rate
        Year                    Per $1000                       Year                  Per $1000
        ----                    ---------                       ----                  ---------

         1                       0.14417                         34                    2.49333
         2                       0.15167                         35                    2.74833
         3                       0.16167                         36                    3.03667
         4                       0.17250                         37                    3.36583
         5                       0.18417                         38                    3.74583
         6                       0.19833                         39                    4.17583
         7                       0.21333                         40                    4.64833
         8                       0.22917                         41                    5.15333
         9                       0.24667                         42                    5.68667
        10                       0.26583                         43                    6.24417
        11                       0.28750                         44                    6.82917
        12                       0.31083                         45                    7.46000
        13                       0.33583                         46                    8.15667
        14                       0.36333                         47                    8.93750
        15                       0.39333                         48                    9.81833
        16                       0.42750                         49                   10.79500
        17                       0.46667                         50                   11.84833
        18                       0.51167                         51                   12.95417
        19                       0.56333                         52                   14.09833
        20                       0.62083                         53                   15.26333
        21                       0.68500                         54                   16.44417
        22                       0.75500                         55                   17.65750
        23                       0.82917                         56                   18.92083
        24                       0.91167                         57                   20.26333
        25                       1.00417                         58                   21.73500
        26                       1.10750                         59                   23.47917
        27                       1.22250                         60                   25.81917
        28                       1.35500                         61                   29.32167
        29                       1.50500                         62                   35.08250
        30                       1.67167                         63                   45.08333
        31                       1.85417                         64                   62.09583
        32                       2.05167                         65                   83.33333
        33                       2.26333


                                                                          Page 4



VUL 0040

                                   DEFINITIONS

When these words are used in this contract, they have the meaning stated:

"app"
The application which you completed requesting this policy.

"benefit rider"
An additional benefit we are providing.

"due proof of death"
(1) a certified original copy of the death certificate;  or (2) a certified copy
of a decree of a court of competent  jurisdiction as to the finding of death; or
(3) a written  statement  by a medical  doctor who  attended the deceased at the
time of death; or (4) any other proof satisfactory to the company.

"face amount"
The  initial  death  benefit,  shown  on page 3,  adjusted  for any  changes  in
accordance with the terms of this policy.

"fund"
A series mutual fund.


"in force"
A term used to describe  when the  insured's  life is covered under the terms of
this contract.

"insured"
The person upon whose life is covered by this policy as shown on Page 3.

"issue age"
The  age of the  insured  at the  time  this  policy  was  issued  (issue  date)
determined by the insured's last birthday.

"issue date"
The date  the  policy  is  issued,  as shown on Page 3. It is used to  determine
policy years and policy months in the policy.

"loan account"
An account  established for amounts transferred from the subaccounts as security
for outstanding policy loans.

"monthly-automatic payment"
A method of making payments each month automatically; for example, by bank draft
or salary deduction.

"monthly deduction day"
The same day in each month,  as shown on Page 3, as the issue  date.  The day of
the month on which deductions are made.

                                                                          Page 5



"net"
Used in reference to the death benefit,  policy value or surrender  value.  This
means that this item has been reduced by any policy debt.

"net death benefit"
The death benefit less any policy debt.

"net investment factor"
An index applied to measure the net investment  performance of a subaccount from
one  valuation  date to the next.  It is used to determine the policy value of a
subaccount in any valuation period.

"net surrender value"
The amount you would  receive  upon  surrender  of this  contract,  equal to the
surrender  value less any policy debt. The net surrender  value must be positive
in value for the policy to remain in force, unless the safety net premium factor
is in effect.

"payment class"
The  class  into  which  the  insured  is  placed,  determined  by our rules for
providing insurance coverage.

"policy anniversary"
The same day and month as your issue date for each  subsequent  year your policy
remains in force.

"policy data"
The pages of this policy which identify  specific  information about the insured
and the benefits.

"policy debt"
The sum of all unpaid policy loans and accrued interest thereon.

"policy month"
A one month  period  beginning on the same day of the month as the issue date of
the policy.

"policy value"
The sum of the  values of your  interests  in the  subaccounts  of the  separate
account  plus the value of the loan  account.  The  amount  from  which  monthly
deductions are made and the death benefit is determined.

"policy year"
A twelve month period beginning on an anniversary of the issue date.

"portfolio(s)"
The  underlying  mutual  fund(s)  (or  investment  series  thereof) in which the
subaccounts invest.

"required payment"
The minimum premium which must be paid to keep the policy in force for the first
year.

"separate account"
A segregated  investment  account of the Company  entitled  Lincoln Benefit Life
Variable Life Account.
                                                                          Page 6



"subaccount"
A subdivision of the separate  account  invested  wholly in shares of one of the
portfolios.

"surrender value"
Is equal to the policy value.

"valuation date"
Each day the New York Stock Exchange ("NYSE") is open for business.

"valuation period"
The period commencing at the close of normal trading on the NYSE (currently 4:00
p.m. Eastern time) on each valuation date and ending at the close of the NYSE on
the next succeeding valuation date.

""we", "us", "our""
Our company, Lincoln Benefit Life Company.

"you"
The person(s) having the privilege of ownership defined in the policy.

                                  DEATH BENEFIT

If the insured dies while this policy is in force, we will pay the death benefit
when we have received due proof of death. The death benefit will be based on:

1. The death benefit option in effect on the date of death;

2. Any increases or decreases to the face amount.


The death  benefit  will be reduced by any policy  debt less any unpaid  monthly
deduction  amounts occurring during a grace period. If the proceeds are not paid
within 30 days after we receive due proof of the death of the  insured,  we will
pay interest on the proceeds. Interest will accrue at the legal rate of interest
and will accrue from the date of death until the claim is paid.

death benefit option

While the insured is alive you may choose between two death benefit options:

If you select Option 1, the death benefit will be the greater of:

a. The face amount on the date of death; or
b. The percentage of the policy value shown in the Compliance  with Federal Laws
Provision.

If you select Option 2, the death benefit will be the greater of:

a. The face amount plus the policy value on the date of death; or

b. The percentage of the policy value shown in the Compliance  with Federal Laws
Provision.

The initial death benefit option selected by you is stated in the app.

change of death benefit option

At any time after the first policy year,  you may request us to change the death
benefit option by writing to us. If you ask to change from Option 2 to Option 1,
the face amount will be increased by the amount of the policy value.  If you ask
to change from Option 1 to Option 2, the face  amount will be  decreased  by the
amount of the policy value.

The change will take effect on the monthly  deduction  day on or  following  the
date we receive  the  written  request.  We will  provide to you an  endorsement
showing the actual  start date of the death  benefit  option  change and the new
face amount.  We reserve the right to limit the  frequency of the death  benefit
option changes made under this policy.

                                                                          Page 7




change of face amount

At any time after the first policy year, you may request either of the following
changes by writing us. The request will take effect on the monthly deduction day
on or following the date we approve the request:

1.       Increasing  the face amount.  You must submit a new app for an increase
         in face  amount.  We will  require  due proof that the insured is still
         insurable.  We reserve  the right to limit the amount of any  increases
         made under this policy.  The face amount may not be increased more than
         once in any 12 month period.

2.       Decreasing  the face  amount.  A decrease  in face amount will first be
         applied against the most recent increase,  then to the next most recent
         increase successively, and finally to the initial face amount. The face
         amount in effect after any decrease may not be less than $250,000.

We will  provide you an  endorsement  showing the start date of any  increase or
decrease and the new face  amount.  We reserve the right to limit the amount and
frequency of any increase or decrease in face amount.

                                   BENEFICIARY

The beneficiary will receive the death benefit when the insured dies and we have
received  due proof of death.  The  beneficiary  is as stated in the app  unless
changed.

The beneficiaries will receive the death benefit in the following order:

 ...Primary  beneficiary,  who will receive the death  benefit if living when the
insured dies.

 ...Contingent  beneficiary,  who will  receive the death  benefit if the primary
beneficiary dies before the insured.

If a  beneficiary  dies at the same time as the insured or within  fifteen  days
thereafter, we will pay the death benefit as if that beneficiary were not living
when the insured  died. If none of the named  beneficiaries  are living when the
insured dies, the death benefit will be paid to you.

We will pay the death benefit to the beneficiaries  according to the most recent
written  instruction  we have  received  from you. If we do not have any written
instructions, we will pay the death benefit in equal shares to the beneficiaries
who are to share the funds. If there is more than one beneficiary in a class and
one of the beneficiaries  predeceases you, the death benefit will be paid to the
surviving beneficiaries in that class.

You may name new  beneficiaries.  We will provide a form to be signed.  You must
file it with us. Upon  receipt,  it is  effective  as of the date you signed the
form, subject to any action we have taken before we received it.

If  you  name  one  or  more  irrevocable   beneficiaries,   no  change  in  the
beneficiaries  and no changes  which  affect  policy  values may be made without
their consent.  No  beneficiary  has any rights in this policy until the insured
dies.

                                    OWNERSHIP

The  insured is the owner if no other  person is named in the app as owner.  The
owner controls the policy during the lifetime of the insured. Unless you provide
otherwise,  as owner,  you may exercise all rights granted by the policy without
the consent of anyone else. If the named owner dies before the insured, then the
contingent  owner  named in the app is the new owner.  If no owner named in this
policy is living, then the owner will be the estate of the last named owner.

You may name a new owner. We will provide a form to be signed.  You must file it
with us.  Upon  receipt,  it is  effective  as of the date you  signed the form,
subject to any action we have taken before we received it.

You may assign this  policy or an  interest in it to another.  You must do so in
writing and file the assignment with us. No assignment is binding on us until we
receive it. When we receive it your rights and those of the beneficiary  will be
subject to the assignment.

We are not responsible for the validity of any assignment you make.

                                                                          Page 8


                                PREMIUM PAYMENTS

payments

Premiums  for this policy are  referred  to as  payments.  The planned  payment,
required payment and the time between payments are shown on Page 3.

Payments are flexible.  This means you may change the amount of planned payments
and the time between payments.  During the first year, you must pay an amount at
least as great as the required payment.

We must have received the first payment on or before the issue date. This policy
will not be in effect before this amount is received.

We will  send  you a  reminder  notice  if you pay  annually,  semi-annually  or
quarterly.  You may also  make a  monthly-automatic  payment.  We may  establish
limits on both the amount of payment and the time between payments.

Payments  must be sent to our home  office.  The amount you pay will  affect the
policy value.  If you pay too little,  the policy will stop subject to the grace
period.

allocation of premium payments

We will invest the net premium payments in the subaccounts you select.  You must
specify your  allocations  on the app, in whole  percents  from 0% to 100%.  The
total  allocation  must equal 100%. You initially may allocate your policy value
to up to twenty-one  options,  counting each  subaccount as one option.  All net
premium payments not requiring underwriting will be allocated to the subaccounts
as of the date  payments  are  received  at our home  office.  Premium  payments
requiring  underwriting  will not be credited with interest or earnings prior to
the issue date. We will allocate  such net premium  payments,  plus earnings and
less  monthly  deductions,  once  underwriting  approval  is  received,  to  the
subaccounts  specified  on the app or your  most  recent  instructions.  You may
change the allocation  percentages at any time by writing us. Any change will be
effective when we receive it.

grace period

Except as provided in the safety net premium  provision below, if on any monthly
deduction day the net surrender  value is determined to be less than the monthly
deduction for the current  policy month,  you will be given a grace period of 61
days.  This policy will be in force during the grace period.  If you do not make
sufficient  payment by the end of the grace period, the policy will stop. If the
insured dies during the grace period, we will deduct any monthly deductions from
the amounts we pay.

We will send a written notice to the most recent address we have for you and any
assignee at least 30 days prior to the day coverage stops.

safety net premium

If total payments,  less partial withdrawals and policy debt are greater than or
equal to the sum of  monthly  safety  net  premium  times  the  number of months
elapsed since the issue date, then the policy is guaranteed to stay in force for
a predetermined  time period as shown on Page 3, even if the net surrender value
becomes  insufficient  to cover  monthly  deductions.  The safety net premium is
equal to the required payment for the first policy year.

If, at any time the total  payments,  less partial  withdrawals and policy debt,
are less than the monthly  safety net premium times the number of months elapsed
the safety net premium provision will no longer be in effect.  Once it is not in
effect,  it cannot be  reinstated  and the policy will continue in force only as
long as it net surrender  value is sufficient to pay the monthly  deductions and
for any corresponding grace period.

Increases,  decreases,  partial  withdrawals,  death benefit option changes, and
additions  or  deletions of benefit  riders,  may affect the monthly  safety net
premium.

                                                                          Page 9
reinstatement

Prior to the death of the insured and if this contract has not been surrendered,
this policy may be reinstated provided you:

1. Make your request  within five years of the date the policy entered the grace
period;
2. Give us the proof we require that the insured is still  insurable in the same
payment class that the policy was issued; 3. Pay an amount large enough to cover
the unpaid monthly deductions for the grace period; 4. Make a payment sufficient
to keep the  policy  in force  for 3 policy  months;  and 5.  Repay or ask us to
reinstate any loan.

The policy value on the reinstatement  date will reflect the policy value at the
time of termination and premiums applied at the time of reinstatement.

When this policy is  reinstated,  a new two-year  contestable  period will apply
with  respect to  statements  made in the  application  for  reinstatement.  The
contestable period is explained in the incontestability provision on Page 13.

                               ACCOUNT PROVISIONS

assets of the separate account

The  separate  account,  shown on page 3A, is a separate  investment  account to
which we allocate assets contributed under this and certain other life insurance
contracts.  We will have  exclusive  and absolute  ownership  and control of the
assets of our  separate  accounts.  The assets of the  separate  account will be
available  to cover the  liabilities  of our general  account only to the extent
those assets exceed the  liabilities of that separate  account arising under the
variable life policies supported by that separate account.

The  assets  of the  separate  account  will be  valued at least as often as any
contract benefits vary, but at least monthly.  Our determination of the value of
an accumulation unit by the method described in this policy will be conclusive.

transfers and transfer fees

You may transfer amounts between  subaccounts.  We reserve the right to impose a
$10 transfer fee on the second and subsequent transfers within a calendar month,
and to impose a minimum size on transfer amounts as shown on page 3A.

separate account modifications

We reserve the right, subject to applicable law, to make additions to, deletions
from, or substitutions  for the mutual fund shares underlying the subaccounts of
the separate  account.  We will not  substitute any share  attributable  to your
interest  in a  subaccount  without  notice  to you and  prior  approval  of the
Securities  and Exchange  Commission,  to the extent  required by the Investment
Company Act of 1940,  and the  Nebraska  Insurance  Commissioner.  The  approval
process  is on file with the  insurance  commissioner  of the state  where  this
policy is delivered.

We  reserve  the  right to  establish  additional  subaccounts  of the  separate
account, each of which would invest in shares of another portfolio of the mutual
fund or another  mutual  fund.  You may then  instruct  us to  allocate  premium
payments or transfers to such subaccounts, subject to any terms set by us or the
mutual fund.

In the event of any such substitution or change, we may by endorsement make such
changes as may be  necessary or  appropriate  to reflect  such  substitution  or
change.

If we deem it to be in the best  interests of persons having voting rights under
the  contracts,  the separate  account may be operated as a  management  company
under the Investment  Company Act of 1940 or it may be  deregistered  under such
Act in the event such registration is no longer required.

                                                                         Page 10


                                  POLICY VALUE

On the issue  date or, if later,  the date the first  premium is  received,  the
policy value is the net premium less the monthly  deduction for the first policy
month.

On any other day, the policy value is the sum of the values in each subaccount.

On each valuation date, the value in a subaccount is:

1. The value of the subaccount of the preceding  valuation  date,  multiplied by
the net investment  factor for the subaccount for the current  valuation period,
plus

2. Any net premium  received and allocated to the subaccount  during the current
valuation period, plus

3. Any policy value  transferred to the subaccount  during the current valuation
period, minus

4. Any policy value transferred from the subaccount during the current valuation
period, minus

5. Any partial  withdrawals  from the  subaccount  during the current  valuation
period, minus

6. The portion of any monthly  deduction  allocated to the subaccount during the
current  valuation  period for the policy month following the monthly  deduction
day.

All policy values equal or exceed those required by law.  Detailed  explanations
of methods of calculation are on file with appropriate regulatory authorities.

net investment factor

The net investment factor measures investment performance of a subaccount during
a valuation period. The net investment factor is (1) divided by (2) where:

1. is the net result of:
          a.   the net  asset  value  per  share  of the  portfolio  held in the
               subaccount at the end of the current valuation period, plus
          b.   the per share amount of any dividend or capital gain distribution
               made by the portfolio during the current valuation  period,  plus
               or minus
          c.   a per share  credit or charge with  respect to any taxes which we
               paid or for which we reserved  during the valuation  period which
               are determined by us to be  attributable  to the operation of the
               subaccount (no federal income taxes are applicable  under present
               law.)

2. is the net asset value per share of the portfolio  held in the  subaccount at
the end of the last prior valuation period.

monthly deductions

The monthly deduction is the sum of:

1.       A policy fee as shown on Page 3A;
2.       The mortality and expense risk charge;
3.       The distribution expense charge;
4.       The cost of insurance for the policy; and
5.       The cost of any benefit riders attached to the policy.

risk charge

The monthly  mortality and expense risk charge is equal to the annual  mortality
and expense risk rate shown on Page 3A for the appropriate  policy year, divided
by 12, times the total value in the subaccount on the monthly deduction day.

Specifically,  we bear the risk that the total amount of death  benefit  payable
will be greater  than  anticipated,  and we also assume the risk that the actual
cost we incur to  administer  the policy  will not be covered by  administrative
charges assessed.
                                                                         Page 11

distribution expense charge

The  monthly  distribution  expense  charge is equal to the annual  distribution
expense charge rate shown on page 3A for the appropriate  contract year, divided
by 12, times the total policy value on the monthly deduction day.

cost of insurance

The cost of insurance is determined as follows:

1.  Subtract the policy  value as of the prior  monthly  deduction  day from the
death  benefit as of the prior monthly  deduction  day, and divide the result by
1,000;
2.  Multiply  the results by the current  cost of  insurance  rate.  The cost of
insurance  rate is based on the  insured's  sex,  issue age,  policy  year,  and
payment  class.  The rates will be determined by us, but they will never be more
than the guaranteed rates shown on Page 4.

                                 SURRENDER VALUE

You may terminate your policy for its net surrender value,  which may be paid in
cash or under an income plan.

The net surrender  value of this policy is the amount we will pay you if you ask
us to stop this policy. It is equal to the policy value less any policy debt.

Termination  will be effective on the date we receive your written  request.  We
may require that your policy  accompany  your written  request before making any
payment.

continuation of coverage

If you stop making payments, this policy and any riders will remain in effect as
long as the net surrender  value covers the monthly  deductions or the policy is
still in force as defined in the  monthly  guarantee  premiums  provision.  This
provision does not continue any riders beyond their normal termination dates.

partial withdrawal

You may request a partial  withdrawal of your net surrender  value by writing to
us. Your partial  withdrawal  will be effective on the next valuation  date. You
may  specify  how much of your  partial  withdrawal  you wish  taken  from  each
subaccount.  The  partial  withdrawal  service  fee, as shown on Page 3A, may be
deducted from the subaccounts in the same proportion as the partial withdrawal.

The policy  value will be reduced by the amount of any partial  withdrawal.  Any
policy  with  Death  Benefit  Option 1 will  also have a  reduction  in the face
amount.  The  minimum  partial  withdrawal  amount  is  shown on Page 3A and the
maximum partial  withdrawal  amount may not reduce the net surrender value below
$500.

basis of values

Minimum  surrender  values are based on the 1980 CSO Mortality  Table,  age last
birthday, male or female, smoker or nonsmoker, as appropriate.  The minimums are
not less than those required by the state in which the app is signed.

                                      LOANS

You may have a loan if you assign  this  contract  to us as sole  security.  The
total amount of any loan request must not be such that the total amount of loan,
loan interest, plus the requested loan exceeds 90% of the surrender value.

We will ordinarily  disburse proceeds of policy loans within seven days from the
date of receipt of a request for a loan at our home  office,  although  payments
may be postponed  under certain  circumstances  as detailed in the "deferment of
payments"  section on Page 15. As long as the policy remains in force,  the loan
may be repaid in whole or in part without  penalty at any time while the insured
is living.

loan interest

An amount equal to your policy  value less all  premiums  paid may be taken as a
preferred  loan.  The annual loan interest  rate charged for preferred  loans is
shown on Page 3A. A standard  loan is the amount that may be  borrowed  from the
sum of premiums  paid. The annual loan interest rate for standard loans is shown
on Page 3A.
                                                                         Page 12

Interest  on policy  loans  accrues  daily and is due at the end of each  policy
year.  Any  interest  not paid when due becomes part of the policy loan and will
bear interest at the rates described in this provision.

When a policy loan is made, a portion of the policy value  sufficient  to secure
the loan will be  transferred  to the loan account  reducing the policy value in
the separate  account.  Any loan interest that is due and unpaid will also be so
transferred.  All loan amounts will be transferred  from the  subaccounts to the
loan  account  in the same  allocation  percentages  as  specified  for  premium
payments.  Amounts transferred to the loan account will no longer be affected by
the  investment  experience  of the  separate  account and will  instead  accrue
interest at the annual loan credited rate as shown on Page 3A.

loan repayment

You may pay back your loan and loan interest at any time. If you do not, we will
deduct the loan and loan interest from the amounts we pay.

If your loan and loan interest  exceed the surrender  value,  this contract will
stop except as provided in the grace  period  section.  We must mail a notice to
you and all assignees at least 30 days before the contract stops.

OTHER TERMS OF YOUR POLICY

our contract with you

These  pages and the signed app are your entire  contract  with us. We issued it
based upon your app and the payment  made by you. A copy of the app is included.
Any supplemental app will also be attached to and made a part of the contract.

We  will  not  use  any  statements,  except  those  made  in the  app  and  any
supplemental  app, to challenge any claim or to avoid any  liability  under this
policy.  The statements made in the app will be treated as  representations  and
not as warranties.

Only our officers have authority to change this contract.  No agent may do this.
Any change must be written.

when protection starts

The issue date is the date when this policy becomes  effective if the insured is
then living and the first payment has been made.

termination

This policy will terminate upon the earliest of the following events:

1.   Surrender of the policy; or

2.   End of the grace period; or

3.   Death of the insured.

misstatement of age or sex

If the  insured's age or sex shown on the app has been  misstated,  any proceeds
will be adjusted to the amount which the initial  safety net premium  would have
purchased at the correct age and sex.

incontestability

Except as  provided  in the next  provision  or in any  attached  rider  with an
incontestability provision, we may not contest this contract once it has been in
force  while the  insured is alive for 2 years  from its issue  date  except for
failure to make payments  that cause the net surrender  value to be too small to
cover the monthly  deductions  required to keep this  contract and its riders in
force.

We may not contest  any  increase in face amount once it has been in force while
the insured is alive for 2 years from the effective date of the increase.

We may not contest any  reinstatement of this policy or any benefit riders after
they  have  been in force  while the  insured  is alive  for two years  from the
reinstatement date.

                                                                         Page 13




suicide or self-destruction

If the  insured  dies by suicide  while sane or self  destruction  while  insane
within 2 years from the issue date of the contract:

1. We will only pay an amount  equal to the policy  value less any policy  debt;
and
2. The policy will stop.

If the  insured  dies by suicide  while sane or  self-destruction  while  insane
within two years of the  effective  date of any  increase  in face  amount,  our
liability  with respect to the increase will be limited to the cost of insurance
for the increase.

annual report

Each year we will send you an annual report  following  the policy  anniversary.
Each report will provide  information  on various  transactions  that took place
during the policy year just  completed,  as well as  information  on the current
status of the policy. This information will include items such as:

1.   The policy value as of the end of the current and prior year.
2.   Payments and withdrawals made during the year.
3.   The monthly deductions and expense charges made during the year.
4.   Earnings during the year.
5.   The current death benefit.
6.   The current surrender value.
7.   The amount of policy debt.
8.   Such additional information as required by applicable law and regulation.

If you ask us, we will send you an  additional  report,  at any time  during the
policy year. We may charge you for this extra report,  but the charge will be no
more than $25.  We will tell you what the current  charge is before  sending the
report.

conformity with state law

This policy is subject to the laws of the state where the app was signed. If any
part of the policy  does not comply with the law, it will be treated by us as if
it did.

nonparticipating

This  policy in  nonparticipating.  It does not share in our  profits or surplus
earnings. We will pay no dividends on this policy.

compliance with federal laws

The two requirements below are intended to maintain the status of this policy as
life insurance under the current Internal Revenue Code:

First,  the  amount of  payments  that you may pay is  limited  by law.  We will
conduct a test no less frequently than annually, and return any excess payments.

Second, the death benefit payable may not be less than the applicable percentage
of your policy value.  This  percentage is based on the attained age as shown in
the table below:

         Attained                 Applicable
           Age                    Percentage
           ---                    ----------
         0 to 40                      250
            41                        243
            42                        236
            43                        229
            44                        222
            45                        215
            46                        209
            47                        203
            48                        197
            49                        191
            50                        185
            51                        178
            52                        171
            53                        164
            54                        157
            55                        150
            56                        146
            57                        142
            58                        138
            59                        134
            60                        130
            61                        128
            62                        126
            63                        124
            64                        122
            65                        120
            66                        119
            67                        118
            68                        117
            69                        116
            70                        115
            71                        113
            72                        111
            73                        109
            74                        107
         75 to 90                     105
            91                        104
            92                        103
            93                        102
       94 and above                   101
                                                                         Page 14

We will conduct a test monthly and  increase the death  benefit,  subject to our
then current  underwriting  limits, to be equal to the applicable  percentage of
your policy  value,  if  necessary.  The death benefit will remain at that level
unless it has to be increased again. If we cannot increase the death benefit due
to underwriting  limits,  we will return the amount of policy value necessary so
that the death benefit will be equal to the applicable percentage of your policy
value after returning the amount.

We will  perform any  necessary  action  within 60 days of the end of the policy
year in which the requirement has not been met.

We reserve the right to amend the policy to comply with:

1.   Future changes in the Internal Revenue Code;
2.   Any regulations or rulings issued under the code; and
3.   Any other requirements imposed by the Internal Revenue Service.

We will give you a copy of any such amendment.

payment of proceeds

The net death benefit,  or the net surrender value in the event you withdraw it,
will be paid in one sum or applied  to any  settlement  option we then  provide.
When we pay the  proceeds,  we may ask that you give this  policy back to us. No
surrenders  or  partial   withdrawals  are  permitted  after  payments  under  a
settlement option have started.

Settlement options will include:

1. We will hold the proceeds at interest,  and pay out the funds when the person
entitled to them requests.
2. We will pay a selected monthly income until the proceeds,  with interest, are
exhausted.
3. We will pay a monthly  income,  based upon the amount of  proceeds,  interest
rate and the age and sex of the person or  persons  receiving  the funds,  for a
selected  period or the  lifetime of the person or persons to whom the funds are
being paid.

At the time the proceeds are payable,  we will inform you concerning the rate of
interest  to be paid on  funds  left  with  us.  We  guarantee  that the rate of
interest  will not be less than  3-1/2%.  We may pay  interest  in excess of the
guaranteed  rate.  We will  issue a  supplementary  contract  setting  forth the
benefits  to be paid and the  rights  of the  beneficiary.  Each  election  must
include at least  $5,000.00 of policy  proceeds  and must result in  installment
payments of not less then $50.00.

deferment of payments

We will pay any amounts due under the separate  account of this contract  within
seven days, unless:

o The New York  Stock  Exchange  is closed  for other  than  usual  weekends  or
holiday,  or trading on such exchange is  restricted;  o An emergency  exists as
defined by the  Securities  and Exchange  Commission;  or o The  Securities  and
Exchange Commission permits delay for the protection of contract holders.

                                EXCHANGE OF PLAN

If this policy is in force, you may exchange it during the first two years after
the policy date or within two years of an increase in face amount,  for a policy
in which  values  do not vary with the  investment  experience  of the  separate
account.  This exchange will be implemented by transferring your policy value to
the fixed  account  and  removing  your future  right to  allocate  funds to the
separate  account.  We may require  you to return  this  contract to us to amend
before this exchange will be processed. This transfer will not be subject to the
excess transfer fee.

                                                                         Page 15




                      FLEXIBLE PREMIUM VARIABLE LIFE POLICY

                   Minimum Premium Required in the First Year
                  Death Benefit Payable on the Insured's Death
                       Flexible Premiums Payable for Life
          The Death Benefit and other Values provided by this Contract
         are based on the investment experience of the Separate Account
                           and other flexible factors.

                    These values may vary based on investment
                       and earnings experience and are not
                         guaranteed as to a fixed dollar
                                     amount.

                                Nonparticipating

                              LINCOLN BENEFIT LIFE
                                  C O M P A N Y
                       A MEMBER OF THE ALLSTATE LIFE GROUP



                     FLEXIBLE PREMIUM VARIABLE LIFE POLICY

                                Policy Amendment

This amendment has been added to your policy because the insured is an employee,
or an immediate family member of an employee, of the Allstate  Corporation,  its
subsidiaries,  or an organization that distributes policies  underwritten by the
Allstate Corporation or one of its subsidiaries,  at the time of application.

The distribution expense charge on Page 3A is amended to be zero.

Except as amended, the policy remains unchanged.


                          LINCOLN BENEFIT LIFE COMPANY

                              /s/ B. Eugene Wraith

                                B. Eugene Wraith
                                   President

UL 8306

                         Accidental Death Benefit Rider
                      For Flexible Premium Adjustable Life


benefit

We will pay the  accidental  death  benefit  shown in the Schedule in accordance
with the terms of the policy and this rider.  The amount will be included in the
death  benefit of the policy and will be paid upon  receipt of proof of death of
the insured:

1. resulted directly and  independently of all other causes,  from an accidental
bodily injury; and

2. occurred within 90 days from the date of injury; and

3. occurred while the policy and this rider are in force.

beneficiary

The beneficiary for this rider is the same as for the policy,  unless  otherwise
provided.

risk not covered

This benefit will not be payable if the insured's death resulted from:

1. war or any act of war, whether or not the insured is in military service. The
term "war" includes declared or undeclared war or any conflict between the armed
forces of any country or countries.

2. suicide, or any attempt at suicide, while sane;

3. attempting a felony;

4. disease, infirmity of the body or mind, or treatment for any of these;

5. Voluntarily:
     a.   Taking a drug,
     b.   Inhaling a gas except while  conducting  the Insured  person's  duties
          during the  course of  employment,  Unless as  ordered by a  qualified
          doctor, or
     c.   Taking a poison;

6. being in a falling from an air or spacecraft, if the insured:

     a.   is a pilot, officer, or member of the crew; or
     b.   is being flown for the purpose of descent from such aircraft  while in
          flight; or
     c.   is giving or receiving any kind of training or instructions; or
     d.   has any duties aboard such aircraft.

when the rider stops

This rider will stop:

1. on the policy anniversary following the insured's 70th birthday; or

2. on the next monthly activity day after you make a written request; or

3. when the policy stops.

other terms of this rider

1. This rider is made a part of the policy, and except as provided is subject to
all the terms of the policy.

2. We will  have the right to  examine  the body of the  insured  and to have an
autopsy performed unless prohibited by law.

3. The cost for this rider is included in the monthly deductions.  The amount of
deductions required are shown in the Schedule.

The start date of this rider is the  issued  date  unless a later date is stated
here:

The insured for this rider is the insured under the policy unless the name of an
additional insured is stated here:

                          LINCOLN BENEFIT LIFE COMPANY
                                    President



UL 8311

                             Continuation of Payment
                      Disability Continuation Benefit Rider



benefit

We will credit the policy with payments equal to the monthly  disability benefit
on each monthly activity day:

1. after the insured becomes totally disabled; and

2. while total disability continues.

monthly disability benefit

The monthly disability benefit is shown in the Schedule.  After the first policy
year, you may ask for an increase or decrease in the monthly  disability benefit
by writing to us. If you want an increase  you must fill out an app that we will
send you. We will tell you in writing if we approve  it. An increase  will start
on the next  monthly  activity  day after we approve  it. A  decrease  will take
effect on the next monthly  activity day after we receive your request.  You may
not increase the monthly disability benefit more than once per year. You may not
decrease it to less than $10.

definition of total disability

Total disability means the insured has a disability which:

1. was caused by injury or disease;

2. first began while this rider is in force;

3. has lasted 6 straight months;

4. is not described in the section called causes of disability not covered; and

5. keeps the  insured  from doing any work for which the  insured is  reasonably
suited by education, training or experience.

causes of disability not covered

The insured  will not  qualify for  benefits  from this rider if  disability  is
caused by:

1. injury the insured caused on purpose; or

2. war or any act of war, whether declared or undeclared.

notice of proof of claim

Written notice of a claim and proof of total  disability  must be given to us at
our home office:

1. during the lifetime of the insured; and

2. within 1 year after the beginning of total disability.

Failure to give notice and proof within 1 year will not keep us from approving a
claim if it is  shown  that  the  notice  and  proof  were  given as soon as was
reasonably possible.

Prior to the approval of any claim for this  benefit and while total  disability
continues, we may require that the insured be examined by a physician we choose.

When we approve a claim for this  benefit,  we will also  credit the policy with
payments of the  monthly  disability  benefit  for the months  since the insured
became disabled;  however,  no benefit payments will be credited for months more
than 1 year prior to the time we receive proof of claim.

proof of continuance

After  approval  of a claim  for  this  benefit,  we may  require  proof  of the
continuance of total disability.  We will not require proof more often than once
a year after total  disability  has continued for 2 full years.  If proof is not
furnished on request or if the insured fails to submit to a medical  examination
that we request, we will stop crediting the policy with benefit payments.

notice of recovery

You must give  immediate  notice to us when the  insured  ceases  being  totally
disabled.



recurrence of prior disability

If,  following  recovery from a total  disability which has lasted for at lest 6
straight months, the insured suffers another total disability which:

1. begins within 30 days of recovery; and

2. is due to the same or related causes as the prior total disability;

then,  the total  disability  shall be considered to have  continued  during the
period between recovery and recurrence of total disability.

continuation of  coverage

If the cash value becomes too small to continue the full benefits as provided in
the policy  and any  benefit  riders,  we will  reduce  the  amount of  coverage
provided  by the policy and  benefit  riders to the amount  which the cash value
including this benefit will provide.  We will reduce the coverages on a pro-rata
basis after a 60 day grace period. All Increasing Insurance Riders will stop. We
will not reduce the  monthly  disability  benefit at the time.  We will give you
written  notice before we reduce the amount of coverage.  To increase the amount
of  coverage on any  insured  under the policy or its benefit  after it has been
reduced, you must give us due proof that the insured(s) is(are) still insurable.

when this rider stops

This rider will stop:

1. on the policy  anniversary  following the insured's 60th  birthday;  however,
such termination will not affect a claim for this benefit  occurring before that
date; or

2. on the monthly activity day after you make a written request; or

3. when the policy stops.

other terms of this rider

1. This rider is made a part of the policy and except as  provided is subject to
all the terms of the policy.

2. The cost for this rider is included in the monthly deductions.  The amount of
deductions required are shown in this Schedule.

3. You may make payments while the insured is disabled.  The benefit payments we
make will not be reduced because of any payments that your make.

The start of this rider is the issue date unless a later date is stated here:

                          LINCOLN BENEFIT LIFE COMPANY
                                    President


UL 8805

                           Children's Level Term Rider
                      For Flexible Premium Adjustable Life



benefit

The amount insured for each insured child is $5,000 for each unit of this rider.
We will pay the amount insured provided by this rider when we receive proof that
an insured child's death occurred:

1. while this rider is in force; and

2. after that insured child became 15 days old: and

3.  before the  earlier  of that  insured  child's  25th  birthday  or the rider
termination date.

definitions

Insured child means:

1. any child,  stepchild,  or legally adopted child of the insured, if the child
is named in the  application  for the  policy or this  rider and is less than 18
years old on the issue date of this rider, and

2. any child who after the date of the applica- tion, is born of the marriage of
the  insured  and the  insured's  spouse or is legally  adopt- ed by the insured
prior to the child's 18th birthday.

beneficiary

Any amount  payable under this rider upon death of an insured child will be paid
to you unless otherwise provided.  If you are deceased,  payment will be made to
the estate of such in- sured child.

continuation of insurance

If the  insured  dies  while  this rider is in force,  any  remaining  insurance
provided by this rider will  continue in force as paid-up  term insur- ance with
no further premium payable.

ownership

Unless  otherwise  provided  in the policy,  ownership  of this rider will be as
follows:

1. you will be the owner while living;

2. after your death,  insurance on the life of each insured  child will be owned
by that child.

exchange right

The  insurance on each insured  child may be exchanged for a new policy upon the
child's 25th birthday or the policy  anniversary  following  the insured's  65th
birthday, if earlier.

The exchange will be made on the following conditions:

1. This rider must be in force when you make the exchange.

2. The request for exchange must be written.

3. The new policy selected by you must be a whole life plan or flexible  premium
adjustable life plan, then sold by us.

4. The amount  insured of the new policy will not be greater than five times the
amount  insured  of this  rider on the date of  ex-change,  but never  less than
$5,000.

5. The issue date of the new policy will be the date of exchange.

6. The  premium for the new policy  will be based on the  insured  child's  sex,
attained age and standard premium class. No new evidence of insurability will be
required.

7. Any benefit rider providing additional benefits in the event of disability or
death will be made a part of the new policy only with our consent.





when the rider stops

This rider will stop:

1. on the policy anniversary following the in-sured's 65th birthday; or

2. on the next monthly activity day after you make a written request; or

3. when the policy stops.

reinstatement

If the  policy is  reinstated,  this  rider may be  reinstated  at the same time
provided  we  receive  evidence  satisfactory  to  us of  the  good  health  and
insurability of all children to be insured under this rider.

Reinstatement will create no liability because of the death of any insured child
occurring prior to the date of reinstatement.

misstatement of age

If the age of any insured child has been misstated,  the termination date of the
term insurance for that insured child will be based on the correct age.

suicide

If any insured child,  while sane,  dies by suicide within 1 year from the issue
date of this rider, this rider will immediately become void. Our liability under
this  rider  will be limited  to an amount  equal to the  premium  paid for this
rider.

cash value

This rider does not have cash value  while on a  premium-paying  basis.  If this
rider becomes fully paid-up, cash value is available upon surrender.  The amount
of cash value is set forth in this table:

                     Cash Value for each $1,000 of Insurance
                    Attained age of Cash Attained age of Cash
                     Insured Child Value Insured Child Value

         0               $19                15                $14
         1                17                16                 13
         2                17                17                 12
         3                17                18                 11
         4                16                19                 10
         5                16                20                  9
         6                16                21                  7
         7                16                22                  6
         8                16                23                  4
         9                16                24                  2
         10               16                25                  0
         11               16
         12               16
         13               15
         14               15

basis of values

The reserves for this rider are computed  upon the  Commissioners  1980 Standard
Ordinary Mortality Table, 4 1/2 % interest, the insured's age last birthday, and
the assumption that deaths occur at the end of policy years. The cash value of a
paid-up benefit  surrendered  within 30 days of a policy anniversary is not less
than the present value of future guaranteed benefits on the anniversary.

other terms of this rider

1. This rider is made a part of the policy, and except as provided is subject to
all the terms of the policy

2. The cost of this rider is included in the monthly  deductions.  The amount of
deductions required are shown in the Schedule.

The start  date of this  rider is the issue  date  unless a later date is stated
here:

                          LINCOLN BENEFIT LIFE COMPANY
                                    President


UL 9891
                 Additional Insured Term Insurance Benefit Rider


benefit

We will pay the amount insured provided by this rider when we receive proof that
the  additional  insured  died  while this  rider was in force.  The  additional
insured and the death benefit for this rider are shown in the Policy Data.

beneficiary

Any amount payable under this rider upon the death of an additional insured will
be paid to you, unless otherwise provided. If you are deceased,  payment will be
made to the estate of such additional insured.

exchange of this rider

Prior to the additional insured's 75th birthday, you may exchange this rider for
a policy insuring the life of the additional insured.  The exchange will be made
on the following conditions.

1. This rider must be in force when you make the  exchange.

2. The request for exchange must be written.

3. The new policy selected by you must be a whole life plan, or flexible premium
adjustable life plan, then sold by us.

4. The  death  benefit  of the new  policy  will not be  greater  than the death
benefit of this rider on the date of exchange, but never less than $25,000.

5. The issue date of the new policy will be date of exchange.

6. The premium for the new policy will be based on the additional insured's sex,
attained age and the premium class  applicable to this rider. No new evidence of
insurability will be required.

7. Any benefit riders providing  additional  benefits in the event of disability
or death will be made a part of the new policy only with our consent.

In addition,  a special  exchange  provision  will be allowed to any  additional
insured  if the  policy  stops due to the  death of the  insured.  This  special
exchange will be allowed regardless of

the age of the additional insured.  All other conditions listed above will still
apply.

when this rider stops

This rider will stop:

1. on the policy anniversary  following the additional  insured's 99th birthday;
or

2. on the policy anniversary following the base insured's 99th birthday; or

3. when this rider is exchanged as provided; or

4. on the monthly activity day after you make a written request; or

5. when the policy stops.

basis of computations

The reserves for this rider are computed  upon the  Commissioners  1980 Standard
Ordinary Mortality Table,  interest as prescribed in the Standard Valuation Law,
the insured's age last birthday, and the assumption that deaths occur at the end
of policy year.

other terms of this rider

1. This  rider is made a part of the  policy on the start  date,  and  except as
provided is subject to all the terms of the policy.

2. The cost for this rider is included in the monthly deductions.  The amount of
deductions required will never exceed the rates shown in the Policy Data.

The start  date of this  rider is the issue  date  unless a later date is stated
here:

                          LINCOLN BENEFIT LIFE COMPANY
                                    President