HERE IS YOUR
ALLMERICA VARIABLE LIFE
INSURANCE POLICY

FROM ALLMERICA FINANCIAL
LIFE INSURANCE AND ANNUITY
COMPANY

PLEASE READ IT CAREFULLY

THIS FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY IS A LEGAL CONTRACT between
you (the owner) and Allmerica Financial Life Insurance Company. We will pay your
beneficiary the net death benefit when the person you are insuring dies, while
this policy is in force.

YOU MAY CHANGE THE AMOUNT of insurance as well as the payments you make. You may
direct your payments into an account that has a guaranteed minimum interest
rate, and into sub-accounts of an account that has a rate of return that will
vary. These two accounts are called the Fixed and Variable Accounts.

THE VALUE OF THE VARIABLE ACCOUNT MAY INCREASE OR DECREASE ACCORDING TO ITS
INVESTMENT RESULTS. FOR MORE DETAILS, PLEASE SEE THE VARIABLE ACCOUNT POLICY
VALUE PROVISION ON PAGE [14].

THE VALUE IN THE FIXED ACCOUNT will accumulate interest at a rate set by us
which will not be less than 4% a year.

THE AMOUNT OF THE DEATH BENEFIT AND THE LENGTH OF TIME THIS POLICY WILL REMAIN
IN FORCE MAY BE VARIABLE OR FIXED AS DESCRIBED IN THE DEATH BENEFIT PROVISIONS
BEGINNING ON PAGE [18] AND THE PROVISIONS BEGINNING ON PAGE [11].

SUMMARY:

- - FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- - ADJUSTABLE SUM INSURED
- - DEATH PROCEEDS PAYABLE AT DEATH OF INSURED
- - FLEXIBLE PREMIUMS PAYABLE TO THE FINAL PAYMENT DATE
- - COVERAGE TO THE FINAL PAYMENT DATE AND AMOUNT OF POLICY VALUE NOT GUARANTEED
- - NONPARTICIPATING

YOUR RIGHT TO EXAMINE THIS
POLICY

You have the right to void this policy by returning it to our Home Office at 440
Lincoln Street, Worcester, MA 01653, or to one of our authorized representatives
within ten days after receiving it.

If you return the policy, it will be void from the date of its issue, and you
will receive a refund equal to the total of:

- - the difference between any payments made, including fees or other charges,
and the amounts allocated to the Variable Account, AND

- - the value of the amounts in the Variable Account on the date the returned
policy is received at our Principal Office, AND

- - any fees or other charges imposed on amounts in the Variable Account.

President

Secretary

Allmerica Financial Life Insurance and Annuity
Company
Home Office: Dover, Delaware
Principal Office: 440 Lincoln Street
Worcester, MA
01653

TABLE OF CONTENTS

Cover Page.....................................................................1
Specifications Page............................................................3
Riders/Endorsements............................................................3
Monthly Policy Charges.........................................................4
Important Definitions..........................................................8
General Terms..................................................................9
Information About You and the Beneficiary.....................................10
What You Should Know About the Premiums.......................................11
Information About the Value of Your Policy....................................12
What You Should Know About the Variable Account...............................14
What You Should Know About the Fixed Account..................................15
What You Should Know About Transfers..........................................16
If You Want to Borrow from Your Policy........................................17
Details on Surrenders and Partial Withdrawals.................................17
What You Should Know About the Death Benefit..................................18
Payment of Benefits...........................................................20

ALPHABETICAL INDEX

Addition, Deletion or Substitution
of Investments................................................................14
Allocation of Payments........................................................12
Assignment....................................................................10
Basis of Value of Fixed Account...............................................16
Beneficiary...................................................................10
Death Benefit.................................................................18
Decrease in Face Amount.......................................................20
Entire Contract................................................................9
Fixed Account.................................................................15
Fixed Account Policy Value....................................................15
Foreclosure...................................................................17
Grace Period..................................................................11
Increase in Face Amount.......................................................19
Lapse.........................................................................11
Loans on Policy...............................................................17
Misstatement of Age or Sex.....................................................9
Monthly Policy Charge..........................................................8
Net Investment Factor.........................................................14
Owner.........................................................................10
Partial Withdrawals...........................................................17
Payment Options...............................................................20
Policy Value..................................................................12
Postponement of Payment.......................................................18
Preferred Loan Option.........................................................17
Premiums......................................................................11
Protection of Benefits.........................................................9
Reinstatement.................................................................12
Right to Contest Policy........................................................9
Right to Examine...............................................................1
Suicide Exclusion..............................................................9
Surrender.....................................................................17
Transfers.....................................................................16
Valuation Dates and Periods...................................................14
Variable Account..............................................................14
Variable Account Policy Value.................................................14

WHO IS INSURED AND FOR
HOW MUCH?

POLICY OWNER'S NAME: John Doe

INSURED'S NAME: John Doe

INSURED'S AGE AT ISSUE: 35

UNDERWRITING CLASS: Preferred Male Non-Smoker

POLICY NUMBER: VM00000001

INITIAL FACE AMOUNT: $50,000

DATE OF ISSUE: 11/15/1999

MONTHLY PROCESSING DATE: On the 15th day of each month

YOUR FINAL PAYMENT DATE: 11/15/2063

THE DEATH BENEFIT OPTION

YOU HAVE CHOSEN: Option 1

ADDITIONAL INSURANCE BENEFITS

[ OTHER INSURED RIDER ]

YOUR MAXIMUM PAYMENT

GUIDELINE SINGLE PREMIUM: $16,460.30

GUIDELINE LEVEL PREMIUM: $1,406.92

THE CHARGES YOU WILL PAY

MONTHLY POLICY CHARGE: See pages [5], [12] and [13].

TRANSFER CHARGE: You may make 12 transfers in any policy year free of charge.
After 12 transfers, you may be charged up to $25 to transfer funds from one
account to another, see page [16].

VARIABLE ACCOUNT MORTALITY AND EXPENSE RISK CHARGE: You will be assessed a
charge each month not to exceed: (1) 1/12 of [0.75%] of the Variable Account
policy value for the mortality and expense risks assumed by us during the first
[120] months this policy is in force; (2) 1/12 of [0.50%] of the Variable
Account policy value for the mortality and expense risks assumed by us during
the next [120] months this policy is in force; and (3) 1/12 of [0.30%] on an
annual basis thereafter.

MINIMUM MONTHLY PAYMENT: A monthly factor of $33.79, used to determine if your
policy will lapse within 48 months of the date of issue; see page [11].

PARTIAL WITHDRAWAL TRANSACTION CHARGES: If you withdraw part of your funds, we
will deduct a 2% withdrawal transaction charge (maximum $25) from the policy
value each time you make a partial withdrawal.

YOUR MONTHLY POLICY CHARGES ARE GUARANTEED NEVER TO GO HIGHER
THAN THE FOLLOWING:

INSURANCE RATE INSURANCE RATE

AGE RATE PER $1000 AGE RATE PER $1000

35 0.055 70 2.941
36 0.059 71 3.313
37 0.067 72 3.631
38 0.073 73 4.058
39 0.078 74 4.541

40 0.191 75 5.063
41 0.206 76 5.622
42 0.221 77 6.214
43 0.239 78 6.833
44 0.256 79 7.496

45 0.277 80 8.230
46 0.300 81 9.054
47 0.324 82 9.997
48 0.350 83 11.073
49 0.379 84 12.267

50 0.410 85 13.556
51 0.447 86 14.918
52 0.490 87 16.344
53 0.538 88 17.808
54 0.593 89 19.333

55 0.654 90 20.942
56 0.723 91 22.668
57 0.795 92 24.577
58 0.873 93 26.764
59 0.962 94 29.637

60 1.061 95 33.931
61 1.171 96 41.279
62 1.296 97 56.040
63 1.439 98 83.333
64 1.602 99 83.333

65 1.781
66 1.975
67 2.186
68 2.412
69 2.660

MINIMUM DEATH BENEFIT - OPTIONS 1 AND 2

GUIDELINE MINIMUM SUM INSURED TEST TABLE

AGE PERCENTAGE AGE PERCENTAGE

Thru 40 250% 60 130%
41 243% 61 128%
42 236% 62 126%
43 229% 63 124%
44 222% 64 122%

45 215% 65 120%
46 209% 66 119%
47 203% 67 118%
48 197% 68 117%
49 191% 69 116%

50 185% 70 115%
51 178% 71 113%
52 171% 72 111%
53 164% 73 109%
54 157% 74 107%

55 150% 75 thru 90 105%
56 146% 91 104%
57 142% 92 103%
58 138% 93 102%
59 134% 94 101%
95 -100 100%

MINIMUM DEATH BENEFIT - OPTION 3

CASH VALUE ACCUMULATION TEST TABLE

AGE PERCENTAGE AGE PERCENTAGE

35 435.21% 70 151.05%
36 419.38% 71 147.81%
37 404.15% 72 144.77%
38 389.54% 73 141.87%
39 375.48% 74 139.14%

40 361.95% 75 136.59%
41 350.08% 76 134.20%
42 338.66% 77 131.97%
43 327.66% 78 129.86%
44 317.08% 79 127.87%

45 306.88% 80 125.98%
46 297.07% 81 124.19%
47 287.63% 82 122.49%
48 278.55% 83 120.90%
49 269.81% 84 119.43%

50 261.40% 85 118.06%
51 253.30% 86 116.81%
52 245.52% 87 115.64%
53 238.06% 88 114.55%
54 230.91% 89 113.52%

55 224.05% 90 112.52%
56 217.49% 91 111.54%
57 211.22% 92 110.54%
58 205.21% 93 109.51%
59 199.45% 94 108.40%

60 193.93% 95 107.20%
61 188.66% 96 105.91%
62 183.62% 97 104.58%

63 178.81% 98 103.37%

64 174.23% 99 102.44%

65 169.87%
66 165.73%
67 161.79%
68 158.04%
69 154.46%

IMPORTANT DEFINITIONS

AGE means how old the insured is on the birthday closest to the policy
anniversary.

ASSIGNEE is the person to whom you have transferred your ownership of this
policy.

COMPANY means Allmerica Financial Life Insurance and Annuity Company, also
referred to as we, our and us. Our telephone number is 1-800-366-1492.

DATE OF ISSUE is stated on page 3 of the policy. Policy months, years and
anniversaries are measured from this date.

EARNINGS means the amount by which the policy value exceeds the sum of the
payments made less all partial withdrawals and partial withdrawal transaction
charges. Earnings are calculated on each monthly processing date.

EVIDENCE OF INSURABILITY is the information, including medical information, that
we use to decide the underwriting class for the person insured.

FACE AMOUNT is the amount of insurance you elect to buy in the application or
enrollment form. The face amount is shown on page 3 of the policy. The death
benefit is based on the face amount; see the Net Death Benefit provisions
beginning on page [18].

FINAL PAYMENT date is the policy anniversary nearest the insured's 100th
birthday. No payments may be made by you after this date.

INSURANCE PROTECTION AMOUNT is the death benefit minus the policy value.

MONTHLY POLICY CHARGE is the amount of money we deduct from the policy value
each month to pay for the insurance; see pages [12] and [13] for more details.

MONTHLY PROCESSING DATE is the date on which the monthly policy charge is
deducted from the policy value. This date is shown on page 3 of the policy.

OUTSTANDING LOAN means all unpaid policy loans plus interest due or accrued on
such loans.

POLICY CHANGE means any change in the face amount, the underwriting class, the
addition or deletion of a rider, or a change in the death benefit option.

POLICY VALUE is the sum of your values in the Variable Account and the Fixed
Account.

PREMIUM means a payment you must make to keep the policy in force.

PRINCIPAL OFFICE means our office located at 440 Lincoln Street, Worcester,
Massachusetts 01653.

PRO RATA refers to an allocation among the sub-accounts of the Variable Account
and the Fixed Account. A pro-rata allocation will be in the same proportion that
the policy value in each sub-account of the Variable Account and the unloaned
policy value in the Fixed Account have to the total unloaned policy value.

RIDER is an optional benefit, which may be added to your policy for an
additional charge.

SPECIFICATION PAGES contain information specific to your policy, and are located
after the Table of Contents in your policy.

SUB-ACCOUNTS are subdivisions of the Variable Account investing exclusively in
the shares of one or more Funds, which you chose for your initial allocations.

UNDERWRITING CLASS means the insurance risk classification that we assign to the
insured based on the information in the application or enrollment form and any
other evidence of insurability we obtain. The insured's underwriting class
affects the monthly policy charge and the amount of the payments required to
keep the policy in force.

WRITTEN NOTICE OF CLAIM means written notification of the death of the insured
received in the Principal Office of the Company.

WRITTEN REQUEST is a request you make in writing in a form which is satisfactory
to us and which is filed at our Principal Office.

YOU OR YOUR means the owner of this policy as shown in the application or in the
latest change filed with us.

GENERAL TERMS

OUR RIGHT TO CONTEST THE POLICY IS LIMITED: A contest is any action taken by us
to cancel your insurance or deny a claim based on untrue or incomplete answers
in your application. We cannot contest the initial face amount of the policy if
it has been in force for two years from the date it is issued, and the insured
is alive at the end of this two-year period.

If the face amount is increased or the underwriting class is changed at your
request, we cannot contest the increase or change after it has been in force for
two years from its effective date and the insured is alive.

ENTIRE CONTRACT: This policy, with a copy of the application, any endorsements
and riders attached to it, is the entire contract between you and us. The entire
contract also includes: a copy of any application to increase the face amount or
to change to a better underwriting class; any new specification pages; and any
supplemental pages issued.

We assume that the information you and the insured provide in any application is
accurate and complete to the best of your knowledge. If we contest this policy
or deny a claim, we may use only the information you and the insured provided in
an application. Our representatives are not permitted to change this policy or
extend the time for paying premiums. Only our President, a Vice President or
Secretary may change the provisions of this policy, and then only in writing.

NONPARTICIPATING: No insurance dividends will be paid on this policy.

ADJUSTMENT OF COST FACTORS: We determine the monthly policy charge and Fixed
Account interest rates which are used to calculate the policy value, subject to
the guarantees noted in this policy. Any changes in these charges and rates will
be made by underwriting class only, and will be based on changes in our future
expectations for such things as: our investment earnings, our expenses, life
expectancy rates, and how many policy owners keep their policies.

SUICIDE EXCLUSION: If the insured, while sane or insane, commits suicide within
two years of the date this policy is issued, we will not pay a death benefit.
The beneficiary will receive only the total amount of payments made to us less
any outstanding loan and amounts withdrawn. If the face amount is increased at
your request, and then the insured commits suicide within two years, while sane
or insane, we will not pay the increased amount. Instead the beneficiary will
receive the monthly policy charges paid for this increase, plus any net death
benefit otherwise payable.

MISSTATEMENT OF AGE OR SEX: If the insured's age or sex is not correctly stated,
we will adjust the net death benefit we will pay. The amount will be:

- - the policy value, plus

- - the insurance protection amount that would have been purchased by the last
monthly policy charge using the correct age and sex.

No adjustment will be made if:

- - the insured dies after the final payment date; or

- - the underwriting class is unisex and there has been a misstatement of sex.

PROTECTION OF BENEFITS: To the extent allowed by law, the benefits provided by
this policy cannot be reached by the beneficiary's creditors. No beneficiary may
assign, transfer, anticipate or encumber the policy value or benefit unless you
give them this right.

PERIODIC REPORT: We will mail a report to you at your last known address at
least once a year. This report will provide the following information.

- - death benefit;

- - policy values in each sub-account and in the Fixed Account;

- - the value of the policy if you surrender it;

- - payments made by you and monthly deductions by us since the last report; and

- - outstanding loan and any other information required by law.

INFORMATION ABOUT YOU AND THE BENEFICIARY

OWNER: The insured is the owner of this policy unless another person (which
could include a trust, corporation, partnership, etc.) is named as owner in the
application. The owner may change the ownership of this policy without the
consent of any beneficiary. Whenever the face amount of insurance is increased,
the insured must agree.

ASSIGNMENT: You may change the ownership of this policy by sending us a written
request. An absolute assignment will transfer ownership of the policy from you
to another person called the assignee.

You may also assign this policy as collateral to a collateral assignee. The
limitations on your ownership rights while a collateral assignment is in effect
are specified in the assignment.

An assignment will take place only when the written request is recorded at our
Principal Office. When recorded, it will take effect on the date you signed it.
Any rights created by the assignment will be subject to any payments made or
actions taken by us before the change is recorded. We are not responsible for
assuring that any assignment or any assignee's interest is valid.

BENEFICIARY: You name the beneficiary to receive the net death benefit. The
beneficiary's interest will be affected by any assignment you make. If you
assign this policy as collateral, all or a portion of the net death benefit will
first be paid to the collateral assignee; any money left over from the amount
due the assignee will go to those otherwise entitled to it.

Your choice of beneficiary may be revocable or irrevocable. You may change a
revocable beneficiary at any time by written request; but an irrevocable
beneficiary must agree to any change in writing. You will also need an
irrevocable beneficiary's permission to exercise other rights and options
granted by this policy. Unless you have asked otherwise, this policy's
beneficiary will be revocable.

Any change of the beneficiary must be made while the insured is living. This
change will take place on the date the request is signed, even if the insured is
not living on the day we receive it. Any rights created by the change will be
subject to any payments made, or actions taken, before we receive the written
request.

If a beneficiary dies before the insured, his or her interest in this policy
will pass to any surviving beneficiaries in proportion to their share in the net
death benefit, unless you have requested otherwise. If all beneficiaries die
before the insured, the net death benefit will pass to you or your estate.

COMMON DISASTER PROVISION: The beneficiary must be alive 10 days following the
insured's date of death in order to be entitled to receive a benefit; otherwise
we will pay the net death benefit as though the beneficiary died before the
insured. The number of days, which the beneficiary must live after the insured's
death, may be changed by your written request. You may also cancel this
provision by written request.

WHAT YOU SHOULD KNOW ABOUT THE PREMIUMS

PREMIUMS: This policy will not be in force until the first premium is paid to
us. Additional payments may be made to us at any time before the final payment
date. We reserve the right to obtain evidence of insurability, which is
satisfactory to us as a condition to accepting any premium, which would increase
the death benefit by more than the amount of the payment. Payments must be sent
either to our Principal Office or to our authorized representative.

If you request it in writing, we will send you a signed receipt after payment.
The payment amount, which must be paid to keep the policy in force, is described
in the Grace Period and Policy Lapse provision.

MAXIMUM PAYMENT LIMITS: We may limit the amount you pay to us in any policy year
if your death benefit option is either 1 or 2; see page [19]. This limit will
not be less than the guideline level premium; however, the sum of all payments
made from the issue date, minus any partial withdrawals, may not be more than
the greater of:

- - the guideline single premium, or

- - the sum of the guideline level premiums to the date of payment.

The guideline premium amounts are shown on page 3 of the policy. These premium
limitations will not apply if they prevent you from paying us enough to keep the
policy in force.

Guideline premiums are determined according to rules in the federal tax law, and
will be adjusted as that law changes.

If the maximum payment limit applies to this policy, the excess payment will be
applied first to the outstanding loan and we will then return any balance to
you.

PREMIUM GRACE PERIOD AND POLICY LAPSE: We will send you a notice if your
payments are not enough to keep the policy in force. Your policy will continue
for 62 days, which is the grace period.

The first day of the grace period is called the date of default. We will send
the notice to your last known address, or to the person you name to receive this
notice, showing the due date and the amount of premium you must pay to keep the
policy in force.

The date when the grace period begins and the amount you must pay depends on how
long the policy has been in force and whether there have been any increases in
the face amount.

Beginning on the date this policy is issued or the effective date of any
increase in the face amount, whichever is later, and continuing for the next 47
monthly processing dates, the grace period will begin when both the following
conditions occur:

- - the policy value less any outstanding loan is less than the amount needed to
pay the next monthly deduction; and

- - the sum of the payments made minus any outstanding loan, partial withdrawals
and partial withdrawal transaction charges since the latest of the following
three dates:

- the date this policy is issued, or

- the effective date of any increase in the face amount, or

- the date of any policy change which changes the minimum monthly payment,

is less than the accumulated minimum monthly payments to date.

Thereafter, the grace period will begin if the policy value less any outstanding
loan on a monthly processing date is less than the amount needed to pay the next
monthly deduction plus any outstanding loan interest.

The minimum monthly payment, which is shown on page 4 of the policy, will change
if the policy is changed; it will be listed in new specification pages provided
to you.

The death benefit during the grace period will be reduced by any overdue
charges. The policy will lapse if the amount shown in the notice remains unpaid
at the end of the grace period. The policy terminates on the date of lapse.

REINSTATEMENT: If this policy has lapsed or foreclosed for failure to pay loan
interest, and has not been surrendered, it may be restored (called "reinstated"
in this policy) within three years after the date of default or foreclosure. We
will reinstate the policy on the monthly processing date following the day we
receive all of the following items:

- - a written application for reinstatement,

- - evidence of insurability showing the insured is insurable according to our
underwriting rules, and

- - a payment large enough to keep the policy in force for three months.

You may repay or reinstate any outstanding loan on the date of default or
foreclosure.

Your reinstatement premium will be allocated to the Fixed Account until we
approve your application, at which time we will transfer the reinstatement
premium, plus accrued interest, as you directed in your most recent payment
allocation request.

The policy value on the reinstatement date is:

- - the payment to reinstate the policy, including the interest earned from the
date we received your payment; plus

- - an amount equal to the policy value less any outstanding loan on the default
date; less

- - the monthly deduction due on the rein-statement date.

INFORMATION ABOUT THE VALUE OF YOUR POLICY

PAYMENT AND ALLOCATION OF NEW PAYMENTS: Each payment made to us will be added to
the policy value. The policy value consists of all the money in the Variable
Account and the Fixed Account.

ALLOCATION OF PAYMENTS: If you make a payment with your application or at any
time before the date of issue, we will hold the payment in the Fixed Account as
of the day we receive it at our Principal Office. When the policy has been
issued, we will transfer any funds from the Fixed Account (which were not
allocated by you to the Fixed Account) as you directed in your application or by
later request. All payments received thereafter will be allocated in accordance
with your most recent payment allocation request. All percentage allocations
must be in whole numbers, with the total allocation to all selected accounts
equaling 100%. A processing charge of up to $25 may be made for changing the
payment allocation.

MONTHLY DEDUCTION: the monthly deduction is the sum of the following charges:

- - the monthly policy charges;

- - the mortality and expense risk charge shown on page 4 of the policy;

- - any monthly rider charge(s).

Monthly deductions are made on the date of issue and on each monthly processing
date until the final payment date. Thereafter, the mortality and expense risk
charge will be deducted on the monthly processing date for the life of the
insured.

You may choose one or more sub-accounts from which the monthly deduction will be
made. If you do not make a choice, we will deduct the monthly deduction
pro-rata. In the event any charge is greater than the value of a sub-account to
which it relates on a monthly processing date, the unpaid balance will be

totaled and allocated pro-rata among the other sub-accounts of the Variable
Account.

Charges allocated to the Fixed Account will be deducted on a last-in, first-out
basis. This means that we use the most recent payments to pay the fees.

The monthly policy charge equals the sum of the charges that apply to:

- - the initial face amount, plus

- - each increase in the face amount.

We will determine the monthly policy charge each month. Any changes in this
charge will be made by underwriting class. If you decrease the face amount of
the policy, we will adjust the monthly policy charge according to the Benefit
Change provision on page [19].

The monthly policy charge for the initial face amount will not be more than (1)
multiplied by (2) where:

- - (1) is the insurance rate shown for the insured's age in the Table on
page 5; and

- - (2) is the initial face amount divided by 1,000.

For the purposes of this calculation, if one of the level death benefit options
(see page [18]) is in effect, the initial face amount will be reduced by the
policy value, minus charges for rider benefits at the beginning of the month,
but not less than zero.

If you increase the face amount, the monthly policy charge will not be more than
(3) multiplied by (4) where:

- - (3) is the insurance rate applicable to the increased face amount for the
insured's age; and

- - (4) is the amount of the increase in the face amount divided by 1,000.

For purposes of this calculation, "age" means how old the insured is on the
birthday closest to the anniversary of the effective date of the increase. If
one of the level death benefit options is in effect and the policy value is
higher than the initial face amount, the excess policy value, minus charges for
rider benefits at the beginning of the month, will be used to reduce any
increases in the face amount in the order in which the increases were issued.

If the death benefit is the minimum death benefit required for the policy to
qualify as life insurance under the federal tax law (see page [20]), the monthly
policy charge for the portion of the death benefit, which exceeds the face
amount (i.e., initial face amount plus any increases), will not be higher than
(5) multiplied by (6) divided by 1,000 where:

- - (5) is the insurance rate applicable to the initial face amount; and

- - (6) is the death benefit less:

- the greater of the face amount or the policy value if either of the level
death benefit options is in effect, or

- the face amount plus the policy value, if the Death Benefit Option 2 (see
page [20]) is in effect.

INSURANCE RATES: The cost of insurance rate includes an expense factor and a
mortality factor. The expense factor covers a portion of our acquisition and
distribution costs, tax and administrative expenses. The mortality factor is
based on the insured's:

- - age,

- - sex (unless this policy is issued in a unisex class as indicated on page 3 of
the policy),

- - underwriting class, and

- - face amount.

The guaranteed rates will be no greater than the:

- - the Commissioners 1980 Standard Ordinary Mortality Table, Male, Female, or
Table B for unisex risks , and

- - appropriate increases in such tables for rated risks.

The insurance rates actually charged will usually be lower than, and never will
be higher than, the guaranteed rates. We will review the actual insurance rates
for this policy whenever we change these rates for new policies. In any event,
rates will be reviewed not more often than once each year, but not less than
once in a five-year period.

WHAT YOU SHOULD KNOW ABOUT THE VARIABLE ACCOUNT

VARIABLE ACCOUNT: The value of your policy will vary if it is funded through
investments in the sub-accounts of the Variable Account. This account is
separate from our Fixed Account. We have exclusive and absolute ownership and
control of all assets, including those in the Variable Account. However, the
portion of assets in the Variable Account equal to the reserves and liabilities
of the policies which are supported by this account will not be charged with
liabilities that come from any other business we conduct.

This account, which we established to support variable life insurance policies,
is registered with the Securities and Exchange Commission (SEC) as a unit
investment trust under the Investment Company Act of 1940. It is also governed
by the laws of the State of Delaware.

This account has several sub-accounts. Each sub-account invests its assets in a
separate series of a registered investment company (called a "Fund"). We reserve
the right, when the law allows, to change the name of the Variable Account or
any of its sub-accounts. You will find a list in your application of the
sub-accounts in which you first chose to invest.

VARIABLE ACCOUNT POLICY VALUE: Payments made, which are allocated to the
sub-accounts, will purchase units of the sub-accounts.

The number of units purchased in each sub-account is equal to the portion of the
payment allocated to the sub-account, divided by the value of the applicable
unit as of the valuation date the payment is received at our Principal Office or
on the date value is trans-ferred to the sub-account from another sub-account or
the Fixed Account.

The number of units will remain fixed unless (1) changed by a subsequent split
of unit value, or (2) reduced because of a transfer, policy loan, partial
withdrawal, transaction charges, monthly deduction or surrender allocated to the
sub-account. Any transaction described in (2) will result in the cancellation of
a number of units, which are equal in value. On each valuation date we will
value the assets of each sub-account in which there has been activity. The
policy value in a sub-account at any time is equal to the number of units this
policy then has in that sub-account multiplied by the sub-account's unit value.
The value of a unit for any sub-account for any valuation period is determined
by multiplying that sub-account's unit value for the immediately preceding
valuation period by the net investment factor for the valuation period for which
the unit value is being calculated. The unit value will reflect the investment
advisory fee and other expenses incurred by the registered investment companies.

NET INVESTMENT FACTOR: This measures the investment performance of a sub-account
during the valuation period that has just ended. This factor is equal to 1.00
plus the result from dividing (a) by (b) where:

- - (a) is the investment income of the sub-account for the valuation period,
plus capital gains, realized or unrealized, credited during the valuation
period; minus capital losses, realized or unrealized, charged during the
valuation period; adjusted for provisions made for taxes, if any; and

- - (b) is the value of that sub-account's assets at the beginning of the
valuation period

Since the net investment factor may be more or less than one, the unit value may
increase or decrease. You bear the investment risk. We reserve the right
(subject to any required regulatory approvals) to change the method we use to
determine the net investment factor.

VALUATION DATES AND PERIODS: A valuation date is each day that the New York
Stock Exchange (NYSE) is open for business and any other day in which there is
enough trading in the Variable Account's underlying portfolio securities to
materially affect the value of the Variable Account. A valuation period is the
period between valuation dates.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS: We may not change the
investment policy of the Variable Account without the approval of the Insurance
Commissioner of Delaware. This approval process is on file with the Commissioner
of your state.

We reserve the right, subject to compliance with applicable law to add to,
delete from, or substitute for the shares of a Fund that are held by the
Variable Account or that the Variable Account may purchase. We also reserve the
right to eliminate the shares of any Fund if they are no longer available for
investment, or if we believe investing more in any eligible Fund is no longer
appropriate for the purposes of the Variable Account.

We will notify you before we substitute any of your shares in the Variable
Account. However, this will not prevent the Variable Account from buying other
shares of underlying securities for other series or classes of policies, or from
permitting a conversion between series or classes of policies or contracts if
holders request it.

We reserve the right to establish other sub-accounts, and to make them available
to any class or series of policies as we think appropriate. Each new sub-account
would invest in a new investment company or in shares of another open-end
investment company. We also reserve the right to eliminate or combine existing
sub-accounts of the Variable Account and to transfer the assets between
sub-accounts, when allowed by law.

If we make any substitutions or changes that we believe are necessary or
appropriate, we may make changes in this policy by written notice to reflect the
substitution or change. If we think it is in the best interests of our policy
owners, we may operate the Variable Account as a management company under the
Investment Company Act of 1940, or we may de-register it under that Act if the
registration is no longer required. We may also combine it with other separate
accounts.

FEDERAL TAXES: If we must pay taxes on the Variable Account, we will charge you
for that tax. Although the account is not now taxable, we reserve the right to
make a charge for taxes if the account becomes taxable.

SPLITTING OF UNITS: We reserve the right to split the value of a unit, either to
increase or decrease the number of units. Any splitting of units will have no
material effect on policy benefits.

WHAT YOU SHOULD KNOW ABOUT THE FIXED ACCOUNT

FIXED ACCOUNT: The Fixed Account is a part of our General Account. The General
Account consists of all assets owned by us, other than those in the Variable
Account and other separate accounts. Except as limited by law, we have sole
control over the investment of these General Account assets. You do not share
directly in the investment experience of the General Account, but are allowed to
allocate and transfer funds into the Fixed Account.

FIXED ACCOUNT INTEREST RATES: The interest rate credited to policy value in the
Fixed Account is set by us but is guaranteed never to be less than 4%. We will
review the non-guaranteed interest rate from time to time, at least once a year.
The following guarantees apply to money in the Fixed Account:

- - the interest rate in effect on the day we receive your payment at our
Principal Office is guaranteed until the next policy anniversary unless you
borrow money from that policy value.

- - the interest rate in effect on the day funds are transferred from a
sub-account of the Variable Account to the Fixed Account is guaranteed until
the next policy anniversary unless you borrow from that policy value.

- - the interest rate in effect on a policy anniversary is guaranteed for one
year for those policy values in the Fixed Account on the policy anniversary
so long as those values remain in the Fixed Account and are not borrowed.

FIXED ACCOUNT POLICY VALUE: On each monthly processing date, the policy value of
the Fixed Account is:

- - the policy value in this account on the preceding monthly processing date
increased by one month's interest, plus

- - payments received since the last monthly processing date which are allocated
to the Fixed Account plus the interest accrued from the date the payments are
received by us, plus

- - Variable Account policy value transferred to the Fixed Account from any
sub-accounts

since the preceding monthly processing date, increased by interest from the
date the policy value is transferred, minus

- - policy value transferred from the Fixed Account to a sub-account since the
preceding monthly processing date and interest accrued on these transfers
from the transfer date to the monthly processing date, minus

- - partial withdrawals from the Fixed Account and partial withdrawal
transaction charges since the last monthly processing date, interest
accrued on these withdrawals and charges from the withdrawal date to the
monthly processing date, minus

- - any transaction charges allocated to the Fixed Account for any changes in the
face amount since the last monthly processing date and interest accrued on
such charges to the monthly processing date, minus

- - the portion of the monthly deduction allocated to the policy value in the
Fixed Account.

During any policy month the Fixed Account policy value will be calculated on a
consistent basis.

BASIS OF VALUE OF THE FIXED ACCOUNT: We base the minimum surrender value in the
Fixed Account on mortality no greater than the Commissioners 1980 Standard
Ordinary Mortality Table, Male, Female or Table B for unisex risks (or
appropriate increases in such tables for rated risks) with interest at 4% each
year, compounded annually.

Actual policy values are based on interest and insurance rates that we set. We
have filed a detailed description of the way we determine this value with the
State Insurance Department. All values equal or exceed the minimums required by
law in the state in which this policy is delivered.

WHAT YOU SHOULD KNOW ABOUT TRANSFERS

You may transfer amounts between the Fixed Account and the sub-accounts or among
sub-accounts, on request.

You may transfer, without charge, all or part of the policy value in the
Variable Account to the Fixed Account once during the first 24 months after the
policy is issued, and once during the first 24 months after you have increased
the face amount in order to convert to a fixed-only product. If you do so,
future payments will be allocated to the Fixed Account unless you specify
otherwise. All other transfers are subject to the following rules, and will be
permitted with our approval.

We will determine the minimum and maximum amounts that may be transferred
according to the rules that are in effect at the time of the transfer.

We also reserve the right to limit the number of transfers that can be made in
each policy year, and to set other reasonable rules controlling transfers.

If a transfer would reduce the policy value in a sub-account to less than the
current minimum balance required for such accounts, we reserve the right to
include the remaining value in the amount transferred.

You will not be charged for the first 12 transfers in a policy year, but a
transfer charge of up to $25 may be made on each additional transfer. Transfers
that result from a policy loan or repayment of a loan are not subject to these
rules.

IF YOU WANT TO BORROW FROM YOUR POLICY

Your policy will be the security for the loan.

AMOUNT YOU MAY BORROW: The total amount you may borrow is the loan value. The
loan value is 90% of the policy value .

If you do not specify from which accounts you want to borrow, we will allocate
the loan pro rata.

In order to secure the outstanding loan, we will transfer the policy value in
each sub-account equal to the policy loan allocated to each sub-account to the
Fixed Account.

LOAN INTEREST: Interest is due on policy loans. Except as otherwise provided in
the Preferred Loan Option, the current rate of interest is [4.8%] and is
guaranteed not to exceed 6%. Interest accrues daily, and is payable at the end
of each policy year. Any interest that is not paid on time will be added to the
loan principal and bear interest at the same rate. If this makes the principal
higher than the policy value in the Fixed Account, we will offset this shortfall
by transferring funds from the sub-accounts to the Fixed Account. We will
allocate the transferred amount pro rata among the sub-accounts in the same
proportion that the value in each sub-account has to the total value in all of
them.

REPAYING THE OUTSTANDING LOAN: You may repay the outstanding loan at any time
before this policy lapses. When you repay it, we will transfer the policy value
securing the loan that is in the Fixed Account to the various sub-accounts and
increase the value in them. You may tell us how to allocate repayments, but if
you do not, we will allocate them according to the most recent payment
allocation choices you have made. Loan repayments made to the Variable Account
cannot be higher than the amounts you transferred from it to secure the
outstanding loan.

FORECLOSURE: If at any time your policy value less any outstanding loan is
insufficient to cover the monthly deduction, we will terminate the policy. We
will mail a notice of this termination to the last known address of you and any
assignee. If the excess outstanding loan is not paid within 62 days after this
notice is mailed, the policy will terminate with no value. You may reinstate
this policy according to the Reinstatement provision on page [12].

PREFERRED LOAN OPTION: This option may be revoked by you at any time. While this
option is in effect, the current annual interest rate charged to that portion on
the policy loan that is secured by earnings will be 4%. This annual interest
rate is guaranteed not to exceed 4.5%.

DETAILS ON SURRENDER AND PARTIAL WITHDRAWALS

SURRENDER: You may cancel this policy and receive its surrender value as long as
the insured is living on the date we receive your written request in our
Principal Office. The policy will be canceled on that day. You may choose to
receive the surrender value in a lump sum or under a benefit option.

SURRENDER VALUE: The surrender value equals the policy value minus any
outstanding loan.

PARTIAL WITHDRAWALS: Partial withdrawals are not allowed during the first policy
year. After the first policy year, you may withdraw up to 90% of the surrender
value on written request. Each partial withdrawal must be at least $500. We will
deduct a 2% partial withdrawal transaction charge (maximum $25) from the policy
value each time you make a partial withdrawal.

If you elected one of the Level Death Benefit Options, the face amount and
policy value will be reduced by the amount of the partial withdrawal, and the
policy value will be further reduced by the partial withdrawal transaction
charge. The face amount will be decreased in the following order:

- - first, the most recent increase,

- - second, the next most recent increases in succession, and

- - last, the initial face amount.

If you elected the Death Benefit Option 2, the policy value will be reduced by
the amount of the partial withdrawal and the partial withdrawal transaction
charge.

We will not permit a partial withdrawal if it reduces the face amount to less
than $40,000.

If you do not allocate a partial withdrawal and the partial withdrawal
transaction charge among the Fixed Account and each sub-account, we will
allocate that amount pro rata.

POSTPONEMENT OF PAYMENT: We may postpone any transfer from the Variable Account
or payment of any amount payable on:

- - surrender,

- - partial withdrawal,

- - transfer,

- - policy loan, or

- - death of the insured.

The postponement will continue during any period when:

- - trading on the New York Stock Exchange (NYSE) is restricted as determined by
the SEC, or the NYSE is closed for days other than weekends and holidays, or

- - the SEC by order has permitted such suspension, or

- - the SEC has determined that such an emergency exists that disposal of
portfolio securities or valuation of assets is not reasonably practical.

We may also postpone any transfer from the Fixed Account or payment of any
portion of the amount payable on surrender, partial withdrawal or policy loan
from the Fixed Account for not more than six months from the day we receive your
written request and, if it is required, your policy. If we postpone those
payments for 30 days or more, the amount postponed will earn interest during
that period of not less than 3% per year or such higher rate as required by law.
We will not postpone payments to pay premiums on our policies.

WHAT YOU SHOULD KNOW ABOUT THE DEATH BENEFIT

NET DEATH BENEFIT: If the insured dies on or before the final payment date, we
will pay the net death benefit. The amount of the net death benefit depends on
which death benefit option is in effect on the date of death (There are three
death benefit options, which are described later). We will deduct from the death
benefit any outstanding loan, and monthly deductions due and unpaid through the
policy month in which the insured dies, as well as any partial withdrawals and
partial withdrawal transaction charges.

If the insured dies after the final payment date, we shall pay the policy value
minus any outstanding loan as of the date we receive written notice of claim.

Except as otherwise provided, we will pay interest from the date the insured
dies to the date the net death benefit is paid. If you choose a lump sum
payment, the interest rate will be at least 3% a year, or the minimum rate set
by law, whichever is greater. If the Death Benefit Option 2 is in effect on the
date of the insured's death, we will begin calculating interest on the policy
value portion of the net death benefit on the date we receive written notice of
claim.

DEATH BENEFIT OPTIONS: You have three options for determining the amount of the
death benefit. The option you elected in your application is shown on page 3 of
the policy.

There are two level death benefit options: Death Benefit Option 1 and 3.

Under the level death benefit options, the death benefit is:

- - the face amount, or

- - the minimum death benefit, whichever is greater.

Under the Death Benefit Option 2, the death benefit is:

- - the face amount plus the policy value on the date we receive written notice
of claim (we will refund monthly deductions from the policy value after the
insured's date of death), or

- - the minimum death benefit, whichever is greater.

REQUIRED MINIMUM AMOUNT OF DEATH BENEFIT: In order to qualify as "life
insurance" under the federal tax law, this policy must provide a minimum death
benefit. The minimum death benefit is obtained by multiplying the policy value
by a percentage shown in the applicable Minimum Death Benefit Table for the
insured's attained age and death benefit option. For the Death Benefit Options 1
and 2, the table used is the Guideline Minimum Sum Insured Table. This table is
determined according to the guideline minimum sum insured test set forth in the
Federal tax laws.

For the Death Benefit Option 3, the Cash Value Accumulation Table is used. This
table is calculated to conform to the Cash Value Accumulation test set forth in
the federal tax laws.

The minimum death benefit will be determined as of the date of death. The
minimum death benefit will be adjusted to conform to any changes in the tax law.

DEATH BENEFIT OPTION CHANGES: If you have selected Death Benefit Option 3, you
are not permitted by law to change your death benefit option. You may change
your death benefit option only if you have selected either Death Benefit
Options 1 or 2.

You may change the death benefit option by written request. Evidence of
insurability may be required for a death benefit option change. The change will
be made on the next monthly processing date after we approve your request.

You may not change your death benefit option more than once in any policy year
or if the change reduces the face amount to less than $50,000.

If you change from Death Benefit Option 1 to the Death Benefit Option 2, the
face amount under the Death Benefit Option 2 will be equal to the death benefit
under the Death Benefit Option 1, minus the policy value on the date of change.

If you change from the Death Benefit Option 2 to the Death Benefit Option 1, the
face amount will be equal to the death benefit under the Death Benefit Option 2
on the date of change.

BENEFIT CHANGE: You may increase or decrease the face amount of insurance if you
make a written request during the insured's lifetime.

You may not change the face amount if it does not meet the minimum death benefit
requirement set by federal tax law.

INCREASE: To increase the face amount:

- - you must complete our application and provide us with evidence of
insurability; and

- - the insured must be under our maximum issue age for new insurance; and

- - the insured must be approved by us according to our underwriting rules; and

- - you must pay the amount which is necessary to keep the policy in force for
three months if the policy value is less than this amount.

This increased face amount will become effective on the first monthly processing
date on or following the date that all the conditions are met. We will provide
you new specification pages, including a Supplemental Insurance Charge Table.
These pages will include the following information:

- - effective date of the increase,

- - amount of the increase,

- - underwriting class,

- - monthly policy charges for the increase,

- - new minimum monthly payment, and

- - new guideline premiums.

We reserve the right to set a limit on the minimum amount of an increase in the
face amount. No increase may be less than our minimum limit in effect on the
date we receive your request.

You may return the new specification pages to us within ten days after receiving
them. If you return these pages, we will consider the increase void from the
beginning. We will add the charges back to the policy value unless you request
otherwise.

DECREASE: You may decrease the face amount of the policy at any time. It will be
effective on the first monthly processing date after we receive your written
request.

The face amount will be decreased or eliminated in the following order:

- - first, the most recent increase,

- - second, the next most recent increases in succession, and

- - last, the initial face amount.

We will provide you with new specification pages. These pages will include the
following information:

- - effective date of the decrease,

- - amount of the decrease and the face amount remaining in force,

- - new minimum monthly payment, if any, and

- - new guideline premiums.

You may not decrease the face amount to less than our minimum issue limit for
this type of policy. We reserve the right to establish a minimum limit on the
amount of any decrease.

PAYMENT OF BENEFITS

PAYMENT OPTIONS: Upon written request, the surrender value or all or part of the
net death benefit may be placed under one or more of the payment options offered
by us at the time the request is made. If you make no election, we will pay the
benefit in a lump sum. A certificate will be provided to the payee describing
the payment option selected.

If a payment option is selected, the beneficiary, when filing proof of claim,
may pay us any amount that otherwise would be deducted from the net death
benefit.

The amounts payable under these options are paid from the General Account. The
options are not based on the investment experience of the Variable Account.

The amount applied under any one option for any one payee must be at least
$5,000. The periodic payment for any one payee must be at least $50.

Subject to the Owner and Beneficiary provisions, you may change any option
selection before the net death benefit becomes payable. If you make no
selection, the beneficiary may select an option when the proceeds become
payable.

SUMMARY: