EXHIBIT 1.a(3)(c)



Commission Structure:

Commissions  are  payable on premiums  paid up to the target  premium  only.  No
commissions are paid on premium in excess of the target premium.  Any time a new
coverage  segment  is  created,  premiums  allocated  to  that  segment  will be
commissionable  up to that segment's  target premium.  The commission rates as a
percent of target premium are given in a table below.

Policy Year of Coverage         Commission Rate          Over-Ride Allowance
        Segment

           1                           10%                        2%
         2 - 4                          8%                        2%
         5 - 10                         2%                        0
          11+                           0                         0


Annual trail commission rates as a percent of the net account value:

        Policy Year                         Trail Commission Rate
          1 - 20                                   0.20%
           21+                                     0.10%


Commission Chargeback:

In the event  that a policy  for which a  commission  has been paid is lapsed or
surrendered  by the Policy  Owner or has a  reduction  of stated  death  benefit
during the first three policy years, or is returned for refund of premium during
the Free Look Period as described in the policy,  reimbursement is required from
Selling Broker-Dealer as shown below.

Policy Year            Commission Chargeback                Override Chargeback
     1         10% of first year premium up to target                2%
     2         6% of second year premium up to target                0%
     3         3% of third year premium up to target                 0%
    4+                           0%                                  0%