Security Life of Denver                                        EXHIBIT 1.A(5)(a)
Insurance Company

                                INSURED: JOHN DOE
                          POLICY DATE: February 1, 2000
                             POLICY NUMBER: 67000001


WE AGREE TO PAY the  death  benefit  to the  beneficiary  upon the  death of the
insured while this policy is in force.

WE ALSO AGREE to provide the other  rights and  benefits  of the  policy.  These
agreements are subject to the provisions of the policy.

RIGHT TO EXAMINE  PERIOD.  You have the right to examine  and return this policy
within 10 days after  receipt.  The  policy may be  returned  by  delivering  or
mailing  it to  us  at  our  Customer  Service  Center  or  to  your  registered
representative.  Immediately upon return it will be deemed void as of the policy
date. Upon return of the policy to us, we will refund all premiums paid. If this
policy is a  replacement  policy as defined  by state law where  this  policy is
delivered,  you have the right to examine and return this policy  within 10 days
after receipt.

               /s/ Gary W. Waggoner             /s/ Stephen M. Christopher
               Secretary                        President


In this policy "you" and "your" refer to the owner of the policy. "We", "us" and
"our" refer to Security Life of Denver Insurance Company.

   This policy is a FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY.
                       This is a NON-PARTICIPATING policy.

Death  benefits and other values  provided by this  contract,  when based on the
investment  experience of a separate  account,  are  variable.  These values may
increase or decrease based on investment experience and are not guaranteed as to
fixed  dollar  amount.  Death  benefits  are payable by us upon the death of the
insured.  There is no maturity date. Flexible premiums are payable by you during
the lifetime of the insured until the policy  anniversary  nearest the insured's
100th birth date.

                    SECURITY LIFE OF DENVER INSURANCE COMPANY

                                 A Stock Company

        Customer Service Center, P.O. Box 173888, Denver, Colorado 80217
                        Toll Free Number: 1(800) 848-6362


Form 2505 (VUL)-2/00





                                TABLE OF CONTENTS

SCHEDULE.......................................................................5
DEFINITION OF TERMS............................................................6
INSURANCE COVERAGE PROVISIONS..................................................7
       EFFECTIVE DATE OF COVERAGE..............................................7
       BASE DEATH BENEFIT......................................................7
       CHANGE IN REQUESTED INSURANCE COVERAGE..................................8
              Requested Increases in Coverage..................................8
              Requested Decreases in Coverage..................................8
              Death Benefit Option Changes.....................................8
       CONTINUATION OF COVERAGE AFTER AGE 100..................................9
       PAYOUT OF PROCEEDS.....................................................10
PREMIUM PROVISIONS............................................................10
       INITIAL PREMIUM ALLOCATION.............................................10
       SUBSEQUENT PREMIUM ALLOCATION..........................................11
       CHANGES TO PREMIUM ALLOCATION..........................................11
       SCHEDULED PREMIUMS.....................................................11
       UNSCHEDULED PREMIUMS...................................................11
       NET PREMIUM............................................................11
       PREMIUM LIMITATION.....................................................12
       FAILURE TO PAY PREMIUM.................................................12
SEPARATE ACCOUNT PROVISIONS...................................................12
       THE SEPARATE ACCOUNT...................................................12
       SEPARATE ACCOUNT INVESTMENT OPTIONS....................................12
       CHANGES WITHIN THE SEPARATE ACCOUNT....................................13
GENERAL ACCOUNT PROVISIONS....................................................14
       THE GENERAL ACCOUNT....................................................14
       GUARANTEED INTEREST DIVISION...........................................14
       LOAN DIVISION..........................................................14




Form 2505 (VUL)-2/00
Page 2






TRANSFER PROVISIONS...........................................................14
ACCOUNT VALUE PROVISIONS......................................................14
       ACCOUNT VALUES ON THE INVESTMENT DATE..................................15
       ACCUMULATION UNIT VALUE................................................15
       ACCUMULATION EXPERIENCE FACTOR.........................................15
       ACCOUNT VALUE OF THE INVESTMENT OPTIONS OF THE SEPARATE ACCOUNT........16
       ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION......................16
       ACCOUNT VALUE OF THE LOAN DIVISION.....................................17
DEDUCTIONS....................................................................17
       MONTHLY DEDUCTION......................................................17
       ANNUAL DEDUCTION (Deferred Sales Charge)...............................17
       COST OF INSURANCE......................................................18
LOAN PROVISIONS...............................................................18
       POLICY LOANS...........................................................18
       LOAN INTEREST..........................................................19
       LOAN DIVISION..........................................................19
PARTIAL WITHDRAWAL PROVISIONS.................................................19
SURRENDER PROVISIONS..........................................................21
       SURRENDER VALUE........................................................21
       BASIS OF COMPUTATIONS..................................................21
       FULL SURRENDERS........................................................21
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS........................21
       GRACE PERIOD...........................................................21
       TERMINATION............................................................22
       REINSTATEMENT..........................................................22
       DEFERRAL OF PAYMENT....................................................22




Form 2505 (VUL)-2/00
Page 3







GENERAL POLICY PROVISIONS.....................................................23
       THE POLICY.............................................................23
       CONTRACT CHANGES.......................................................23
       PROCEDURES.............................................................23
       OWNERSHIP..............................................................23
       BENEFICIARIES..........................................................24
       EXCHANGE RIGHT.........................................................24
       COLLATERAL ASSIGNMENT..................................................24
       INCONTESTABILITY.......................................................24
       MISSTATEMENT OF AGE OR GENDER..........................................24
       SUICIDE EXCLUSION......................................................25
       PERIODIC REPORTS.......................................................25
       ILLUSTRATION OF BENEFITS AND VALUES....................................25
       NONPARTICIPATING.......................................................25
       CUSTOMER SERVICE CENTER................................................25
PAYOUTS OTHER THAN AS ONE SUM.................................................25
       ELECTION...............................................................25
       PAYOUT OPTIONS.........................................................26
       CHANGE AND WITHDRAWAL..................................................26
       EXCESS INTEREST........................................................27
       MINIMUM AMOUNTS........................................................27
       SUPPLEMENTARY POLICY...................................................27
       INCOME PROTECTION......................................................27
       DEATH OF PRIMARY PAYEE.................................................27
       PAYMENTS OTHER THAN MONTHLY............................................27
SETTLEMENT OPTION TABLES......................................................28


Additional  benefits  or riders,  if any,  will be listed in the  Schedule.  The
additional provisions will be inserted in the policy.

Form 2505 (VUL)-2/00
Page 4






                                    SCHEDULE

                   (Schedule Effective Date: February 1, 2000)

                               POLICY INFORMATION


                                                                               
Policy Number               67000001           Initial Stated Death Benefit             $100,000.00
                                               Adjustable Term Insurance Death Benefit  $ 50,000.00*
Policy Date                 February 1, 2000   Target Death Benefit                     $150,000.00**


Insured                     JOHN DOE           Additional Benefits:
Issue Age and Gender        35, Male                Adjustable Term Insurance Rider


Death Benefit Option        OPTION 1           Scheduled Premium                        $2,000.00 Annually




Definition of Life Insurance Test:     Cash Value Accumulation Test

Coverage will expire if premiums are insufficient to continue coverage. Coverage
will also be  affected  by partial  withdrawals,  policy  loans,  changes in the
current cost of insurance  rates,  the actual  credited  interest  rates for the
Guaranteed  Interest  Division  and the  investment  experience  of the Separate
Account.

*This amount is the amount of adjustable  term death benefit on the policy date.
This death  benefit will vary from time to time,  and may depend on your account
value. See the rider and policy for details.

**This  amount is the target death  benefit on the policy date. It may change at
the beginning of each policy year. See the schedule and rider for details.

         CUSTOMER SERVICE CENTER:       P.O. Box 173888, Denver, Colorado  80217
                                        Toll Free Number 1(800) 848-6362


Form 2505 (VUL)-2/00
Page 5





                              SCHEDULE (Continued)

                             SEGMENT Benefit Profile

                   (Schedule Effective Date: February 1, 2000)



                                                                            
Description            Segment Stated Death    Segment Effective     Segment Target     Segment Premium Class
                          Benefit Amount             Date               Premium

Segment #1                  $100,000           February 1, 2000        $3,981.00       Select Guaranteed Issue
                                                                                              Non Smoker









ADDITIONAL BENEFITS:

Adjustable  Term Insurance  Rider premium class or rating is the same as Segment
#1



A segment is a block of death benefit  coverage.  The stated death benefit shown
on the schedule page at issue is Segment #1. Additional segments may be added to
the policy after issue to increase the death benefit.  Each  individual  segment
added to the policy has its own cost of insurance charges and expense charges as
shown in the  schedule.  This is  further  defined  in the  Definition  of Terms
section of your policy.

Form 2505 (VUL)-2/00
Page 5A





EXPENSE CHARGES

A.   Premium  Expense  Charge.  This charge will equal the sum of a sales charge
     plus a tax charge. See Net Premium provision for details.


     1.   Sales Charge:




                Segment Year in Which Premium         Segment Premium Received up to            Segment Premium Received in Excess
                          Received                        Segment Target Premium                     Of Segment Target Premium

                                                                                                           
                Segment Year 1                                       2.0%                                         0%

                Segment Years thereafter                             0.5%                                        0.5%




     2.   Federal  Deferred  Acquisition  Cost Tax Charge and Other Charges (Tax
          Charge):





                Segment Year in Which Premium           Segment Premium Received up to            Segment Premium Received in Excess
                        Received                             Segment Target Premium                     Of Segment Target Premium

                                                                                                           
                Segment Year 1                                       4.0%                                         0%

                Segment Years thereafter                             4.0%                                        4.0%




     We reserve the right to  increase  or  decrease  the tax charges due to any
     change in tax laws.  We further  reserve  the right to increase or decrease
     the tax charge for federal deferred  acquisition cost tax due to any change
     in cost to us.

B.   Monthly  Expense  Charge:   The  monthly  expense  charge  will  equal  the
     following:


                 Charge: $12 per month for the  first 12 policy  months;  and $6
                         per month thereafter.









      Form 2505 (VUL)-2/00
      Page 5B







C.   Annual Deduction:



    Segment Year in Which Segment     Percentage of Segment Premium        Percentage of Segment Premium       Segment Years of
          Premium Received                  Received up to                      Received in Excess                Deduction
                                        Segment Target Premium*              Of Segment Target Premium
                                                                                                       

    Segment Year 1                               2.0%                                 1%                         2 through 8

    Segment Year 2                              1.75%                                 0%                         3 through 9

    Segment Year 3                              1.75%                                 0%                         4 through 10

    Segment Year 4                              1.75%                                 0%                         5 through 11

    Segment Year 5                              0.50%                                 0%                         6 through 12

    Segment Year 6                              0.50%                                 0%                         7 through 13

    Segment Year 7                              0.50%                                 0%                         8 through 14

    Segment Year 8                              0.50%                                 0%                         9 through 15

    Segment Year 9                              0.50%                                 0%                        10 through 16

    Segment Year 10                             0.50%                                 0%                        11 through 17

    Segment Years 11+                             0%                                  0%                              N/A



*These are the percentages used to determine the segment annual deduction.  This
 deduction will be made once each year for 7 years.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE

  Annual Mortality and Expense Risk Charge   0.20% per year (0.01667% per month)













Form 2505 (VUL)-2/00
Page 5C






POLICYHOLDER TRANSACTION CHARGES

                Requests for Sales Illustrations: We reserve the right to charge
                a $25 fee for each policy illustration over one illustration per
                policy year.  Partial  Withdrawal  Service Fee: See below. Other
                Policy  Transaction  Charges:  The charges for transfers between
                investment  options  of the  Separate  Account  or  between  the
                Guaranteed Interest Division and the Separate Account investment
                options;  charges for allocation changes;  and charges for other
                Separate  Account  management  functions  are  governed  by  the
                prospectus in effect at the time of the transaction.

POLICY LOANS

                               Policy Loan Interest Rate: 3.25% per year
    Guaranteed  Interest Rate Credited To Loan  Division: 3.00% per year
                                     Minimum Loan Amount: $100
                                     Maximum Loan Amount: See the Loan
                                                          Provisions section.

PARTIAL WITHDRAWALS

    Minimum Partial Withdrawal Amount:  $100
    Maximum Partial Withdrawal Amount:  Amount which will leave $500 as the net
                                        account value
       Partial Withdrawal Service Fee:  $25
         Limit On Partial Withdrawals:  One per policy year

GUARANTEED INTEREST DIVISION

    Guaranteed Interest Rate For Guaranteed Interest Division:    3.00% per year












Form 2505 (VUL)-2/00
Page 5D





                              SCHEDULE (Continued)

The  policy's  base  death  benefit  at any time  will be at least  equal to the
account value times the appropriate factor from this table.

                          DEFINITION OF LIFE INSURANCE

                          CASH VALUE ACCUMULATION TEST

                              DEATH BENEFIT FACTORS




 Insured's Attained      Factor      Insured's         Factor      Insured's        Factor        Insured's         Factor
        Age                         Attained Age                  Attained Age                   Attained Age


                                                                                                
         15               7.564         40              3.439         65             1.692           90              1.151

         16               7.335         41              3.330         66             1.654           91              1.141

         17               7.118         42              3.226         67             1.617           92              1.131

         18               6.911         43              3.125         68             1.583           93              1.120

         19               6.713         44              3.028         69             1.550           94              1.109

         20               6.521         45              2.936         70             1.518           95              1.097

         21               6.334         46              2.846         71             1.488           96              1.083

         22               6.150         47              2.761         72             1.459           97              1.069

         23               5.969         48              2.678         73             1.432           98              1.054

         24               5.791         49              2.599         74             1.406           99              1.040

         25               5.615         50              2.522         75             1.382      100 and older        1.000

         26               5.441         51              2.449         76             1.359

         27               5.271         52              2.378         77             1.338

         28               5.104         53              2.311         78             1.318

         29               4.940         54              2.246         79             1.299

         30               4.781         55              2.184         80             1.281

         31               4.626         56              2.125         81             1.264

         32               4.476         57              2.068         82             1.248

         33               4.330         58              2.014         83             1.233

         34               4.188         59              1.962         84             1.218

         35               4.052         60              1.912         85             1.205

         36               3.920         61              1.864         86             1.193

         37               3.793         62              1.818         87             1.181

         38               3.670         63              1.774         88             1.171

         39               3.553         64              1.732         89             1.160





Form 2505 (VUL)-2/00
Page 5E





                              SCHEDULE (Continued)

                               TABLE OF GUARANTEED
                                RATES-Segment #1
                           Guaranteed Maximum Cost of
                 Insurance Rates Per $1000 of Net Amount at Risk
                     (These rates apply to the Base Policy.)




Attained       Monthly Cost of     Attained     Monthly Cost of     Attained     Monthly Cost of     Attained     Monthly Cost of
Age            Insurance Rate      Age          Insurance Rate      Age          Insurance Rate      Age          Insurance Rate

                                                                                                 
0                  0.34845           26            0.14419           51              0.60870           76             5.91225

1                  0.08917           27            0.14252           52              0.66377           77             6.46824

2                  0.08251           28            0.14169           53              0.72636           78             7.04089

3                  0.08167           29            0.14252           54              0.79730           79             7.64551

4                  0.07917           30            0.14419           55              0.87326           80             8.30507

5                  0.07501           31            0.14836           56              0.95591           81             9.03761

6                  0.07167           32            0.15252           57              1.04192           82             9.86724

7                  0.06667           33            0.15919           58              1.13378           83            10.80381

8                  0.06334           34            0.16669           59              1.23235           84            11.82571

9                  0.06167           35            0.17586           60              1.34180           85            12.91039

10                 0.06084           36            0.18670           61              1.46381           86            14.03509

11                 0.06417           37            0.20004           62              1.60173           87            15.18978

12                 0.07084           38            0.21505           63              1.75809           88            16.36948

13                 0.08251           39            0.23255           64              1.93206           89            17.57781

14                 0.09584           40            0.25173           65              2.12283           90            18.82881

15                 0.11085           41            0.27424           66              2.32623           91            20.14619

16                 0.12585           42            0.29675           67              2.54312           92            21.57655

17                 0.13919           43            0.32260           68              2.77350           93            23.20196

18                 0.14836           44            0.34929           69              3.02328           94            25.28174

19                 0.15502           45            0.37931           70              3.30338           95            28.27411

20                 0.15836           46            0.41017           71              3.62140           96            33.10677

21                 0.15919           47            0.44353           72              3.98666           97            41.68475

22                 0.15752           48            0.47856           73              4.40599           98            58.01259

23                 0.15502           49            0.51777           74              4.87280           99            83.33333

24                 0.15169           50            0.55948           75              5.37793

25                 0.14752



The rates shown are for a guaranteed  issue  premium  class with no  substandard
rating.  If the policy has a substandard  rating,  the maximum cost of insurance
rates will be adjusted  using the rating  factor  shown in the  Segment  Benefit
Profile of the Schedule.  For a rating that is a stated percentage increase, the
maximum cost of insurance  rates will be determined by multiplying the rates for
a guaranteed  issue  premium class shown above by the rating factor shown in the
Segment Benefit Profile of the Schedule.  For a rating that is a flat amount per
$1,000,  the maximum cost of insurance  rates will be  determined  by adding the
flat amount per $1,000 shown in the Segment  Benefit  Profile of the Schedule to
the rate per $1,000 for the  guaranteed  issue  premium  class shown above.  The
rates  shown  above  are  based on the  1980  Commissioners'  Standard  Ordinary
Ultimate Smoker Composite Mortality Table (Male), age nearest birth date.

Form 2505 (VUL)-2/00
Page 5F





                               TABLE OF GUARANTEED
                                RATES-Segment #1
                           Guaranteed Maximum Cost of
                 Insurance Rates Per $1000 of Net Amount at Risk
                        (Adjustable Term Insurance Rider)




 Attained      Monthly Cost of     Attained     Monthly Cost of     Attained     Monthly Cost of     Attained     Monthly Cost of
 Age           Insurance Rate      Age          Insurance Rate      Age          Insurance Rate      Age          Insurance Rate

                                                                                                
   0             0.43602            26            0.18003             51           0.76141             76            7.40104

   1             0.11168            27            0.17837             52           0.82985             77            8.09839

   2             0.10334            28            0.17753             53           0.90832             78            8.81706

   3             0.10251            29            0.17837             54           0.99683             79            9.57498

   4             0.09918            30            0.18003             55           1.09202             80           10.40294

   5             0.09418            31            0.18587             56           1.19559             81           11.32260

   6             0.09001            32            0.19087             57           1.30253             82           12.36434

   7             0.08334            33            0.19921             58           1.41784             83           13.54176

   8             0.07917            34            0.20838             59           1.54070             84           14.82576

   9             0.07751            35            0.22005             60           1.67781             85           16.19045

   10            0.07584            36            0.23339             61           1.83085             86           17.60542

   11            0.08001            37            0.25006             62           2.00317             87           19.05982

   12            0.08834            38            0.26924             63           2.19899             88           20.54615

   13            0.10334            39            0.29092             64           2.41666             89           22.06903

   14            0.12001            40            0.31510             65           2.65537             90           23.64710

   15            0.13835            41            0.34262             66           2.90927             91           25.31065

   16            0.15752            42            0.37097             67           3.18092             92           27.11674

   17            0.17420            43            0.40350             68           3.46950             93           29.17188

   18            0.18587            44            0.43686             69           3.78175             94           31.80363

   19            0.19420            45            0.47439             70           4.13284             95           35.59424

   20            0.19837            46            0.51276             71           4.53127             96           41.72906

   21            0.19921            47            0.55447             72           4.98809             97           52.65466

   22            0.19671            48            0.59869             73           5.51357             98           73.58341

   23            0.19420            49            0.64709             74           6.09863             99           83.33333

   24            0.19004            50            0.69966             75           6.73168

   25            0.18420



The rates shown are for a guaranteed  issue  premium  class with no  substandard
rating.  If the policy has a substandard  rating,  the maximum cost of insurance
rates will be adjusted  using the rating  factor  shown in the  Segment  Benefit
Profile of the Schedule.  For a rating that is a stated percentage increase, the
maximum cost of insurance  rates will be determined by multiplying the rates for
a guaranteed  issue  premium class shown above by the rating factor shown in the
Segment Benefit Profile of the Schedule.  For a rating that is a flat amount per
$1,000,  the maximum cost of insurance  rates will be  determined  by adding the
flat amount per $1,000 shown in the Segment  Benefit  Profile of the Schedule to
the rate per $1,000 for the  guaranteed  issue  premium  class shown above.  The
rates  shown  above  are  based on the  1980  Commissioners'  Standard  Ordinary
Ultimate Smoker Composite Mortality Table (Male), age nearest birth date.

Form 2505 (VUL)-2/00
Page 5G





                               DEFINITION OF TERMS

Account value - The sum of the amounts  allocated to the  investment  options of
the Separate  Account and to the Guaranteed  Interest  Division,  as well as any
amount set aside in the Loan Division to secure a policy loan.

Accumulation unit - A unit of measurement used to calculate the account value in
each investment option of the Separate Account.

Accumulation  unit value - The value of an accumulation  unit of each investment
option of the Separate Account.  The accumulation unit value is determined as of
each valuation date.

Age - The policy is issued at the age shown in the  Schedule.  Each issue age is
the age nearest birthday on the policy date.

Attained  age - The  insured's  attained  age is the issue age of the insured as
shown in the Schedule, increased by the number of completed policy years.

Base death benefit - The base death benefit is defined in the Base Death Benefit
provision of the policy.

Customer Service Center - Our  administrative  office whose address is P. O. Box
173888, Denver, CO 80217.

General  Account - The account that  contains all of our assets other than those
held in the Separate Account or our other separate accounts.

Guaranteed Interest Division - Part of our General Account to which a portion of
the account  value may be allocated and which  provides  guarantees of principal
and interest.

Initial  period - The  initial  period  ends on the earlier of: a) the date this
policy  was  delivered  to you plus the Right to Examine  Period,  so long as we
receive  notice of the delivery date at our Customer  Service  Center before the
date  defined in (b), or (b) the date this  policy is mailed  from our  Customer
Service Center plus five days plus the Right to Examine Period.

Form 2505 (VUL)-2/00
Page 6



Investment  date -The  first  date we apply  your net  premium  payment  to your
policy.  We will  allocate  the initial net premium to your policy at the end of
the valuation  period during which the latest of the date on which the following
requirements is satisfied for policy issuance:

1) we receive  the amount of premium  required  for  coverage to begin under the
policy; 2) we have approved the policy for issue, and 3) all issue  requirements
have been met and received in our Customer Service Center.

Investment  options of the Separate Account - The investment  options available,
each of which invests in shares of one of the portfolios.

Loan  Division - Part of our  General  Account  in which  funds are set aside to
secure any outstanding policy loan and accrued loan interest when due.

Monthly  processing  date - The date each month on which the monthly  deductions
from the account  value are due. The first monthly  processing  date will be the
policy date or the  investment  date, if later.  Subsequent  monthly  processing
dates will be the same date as the policy  date each month  thereafter.  If that
date  is not a  valuation  date,  monthly  processing  date  will  be  the  next
calculated accumulation unit value.

Net account  value - The amount of the  account  value minus any policy loan and
accrued loan interest. This is the same as your surrender value.

Net premium - The net  premium  equals the  premium  received  minus the premium
expense  charges  shown in the  Schedule.  These  charges are deducted  from the
premium before the premium is applied to your account value.

Partial  withdrawal - The withdrawal of a portion of your net account value from
the policy.  The partial  withdrawal may reduce the amount of base death benefit
in force.

Policy loan - The sum of amounts you have borrowed  from your policy,  increased
by any policy loan interest capitalized when due, and reduced by any policy loan
repayments.

Right to Examine  Period - The number of days after  delivery  during  which you
have a right to examine your policy.

Scheduled  premium - The premium  amount that you specify on the  application as
the amount you intend to pay at fixed intervals over a specified period of time.
Premiums may be paid on a monthly,  quarterly,  semiannual,  or annual basis, as
you determine.  You need not pay the scheduled  premium and you may change it at
any time.  Also,  within  limits,  you may pay less or more  than the  scheduled
premium.

Segment - The stated death benefit shown on the Segment  Benefit  Profile of the
Schedule is the  initial  segment,  or Segment  #1. Each  increase in the stated
death benefit  (other than due to an option  change) is a new segment.  Each new
segment will be shown separately on the Segment Benefit Profile of the Schedule.
The first year for a segment  begins on the  effective  date of the  segment and
ends one year later. Each subsequent year begins at the end of the prior segment
year.  Each new  segment  may be  subject  to a new  sales  charge,  new  annual
deduction,  if any, new cost of insurance charges and new  incontestability  and
suicide exclusion periods.

Segment premium - The actual premium  received  allocated to existing  segments.
Premium is  allocated in the same  proportion  that the segment  target  premium
bears to the sum of all  segment  target  premium.  If there is only one segment
target premium,  the entire premium is allocated to the segment.  Segment target
premium is shown in the Schedule. As each segment has unique segment years, each
segment premium is associated with a segment year.

Form 2505 (VUL)-2/00
Page 6a



Stated death benefit -The sum of the segments under the policy. The stated death
benefit changes when there is an increase or a decrease or when a transaction on
the policy  causes it to change  (for  example,  a partial  withdrawal  under an
Option 1 base death benefit may cause the stated death benefit to change).

Surrender  value - The amount of the  account  value  minus any policy  loan and
accrued loan interest. This is the same amount as the net account value.

Target death  benefit - The target  death  benefit for your policy is defined in
the Adjustable Term Insurance Rider, if any, attached to the policy.

Valuation  date - Each date as of which the net asset value of the shares of the
portfolios and unit values of the variable investment options are determined.

Except for days that a variable investment option's corresponding portfolio does
not  value its  shares,  a  valuation  date is any day:  (a) The New York  Stock
Exchange  ("NYSE")  is open for trading and on which  Security  Life's  Customer
Service Center is open for business; or (b) as may be required by law.

Valuation  period - The  period  which  begins  at 4:00 p.m.  Eastern  Time on a
valuation  date  and  ends at 4:00  p.m.  Eastern  Time on the  next  succeeding
valuation date.

                          INSURANCE COVERAGE PROVISIONS

EFFECTIVE DATE

The policy date shown in the  Schedule is the  effective  date for all  coverage
provided in the original application.  The policy date is the date from which we
measure  policy  years and  determine  the monthly  processing  date.  The first
monthly  processing date is the investment date. Future monthly processing dates
are the same  calendar day of each month as the policy date unless this is not a
valuation  date in which case the  monthly  processing  date  occurs on the next
valuation date. A policy  anniversary occurs each year on the same month and day
as the policy date unless this is not a valuation  date in which case the policy
anniversary  occurs  on the next  valuation  date.  The  effective  date for new
segments and additional benefits is shown in the Schedule.

BASE DEATH BENEFIT

The base death benefit will be, at any time, determined as follows:

Option 1: Under Option 1, the base death benefit is the greater of:

          (a)  The stated death benefit; or
          (b)  The account value  multiplied by the appropriate  factor from the
               Death Benefit Factors shown in the Schedule.

Option 2: Under Option 2, the base death benefit is the greater of:

          (a)  The stated death benefit plus the account value, or
          (b)  The account value  multiplied by the appropriate  factor from the
               Death Benefit Factors shown in the Schedule.

Option 3: Under Option 3, the base death benefit is the greater of:

          (a)  The stated death  benefit  plus  premiums  received  less partial
               withdrawals, or
          (b)  The account value  multiplied by the appropriate  factor from the
               Death Benefit Factors shown in the Schedule.

The stated death benefit and the death benefit option are shown in the Schedule.

This  policy is  designed  to qualify  as a life  insurance  contract  under the
Internal Revenue Code. All terms and provisions of the policy shall be construed
in a manner consistent with that design.  The base death benefit in force at any
time shall not be less than the amount of  insurance  necessary  to achieve such
qualification  under the applicable  provisions of the Internal  Revenue Code in
existence  at the time the policy is issued.  We reserve  the right to amend the
policy or adjust the amount of insurance when required.  We will send you a copy
of any policy amendment.

Form 2505 (VUL)-2/00
Page 7



CHANGE IN REQUESTED INSURANCE COVERAGE

You may request that the insurance coverage be increased or decreased. Decreases
are not allowed before the first policy anniversary.  The change in coverage may
not be for an amount less than $1,000.  The effective date of the change will be
the  monthly  processing  date  immediately  following  the  date  your  written
application is approved by us. After any change to the stated death benefit, you
will receive an amended  Schedule  reflecting the change,  the benefit under any
riders,  if applicable,  the  guaranteed  cost of insurance  rates,  and the new
target premium.

Requested Increases in Coverage

Subject to our limits,  you may request an increase in the stated death  benefit
through  attained  age 75. An increase  will become  effective as of the monthly
processing  date  immediately  following  the date your written  application  is
approved by us. You must provide evidence satisfactory to us that the insured is
insurable  according  to our normal  rules of  underwriting  for the  applicable
premium class for this type of policy. This evidence will include an application
and may include required medical information.  An increase will consist of a new
segment of stated  death  benefit . Each new segment  will result in a new sales
charge which will be deducted from the premium allocated to the new segment. The
new  segment  may also be subject to new  monthly  expense  charges,  new annual
deductions,  new cost of insurance charges and new  incontestability and suicide
exclusion periods.

Requested Decreases in Coverage

After the first  policy  anniversary,  you may  request a decrease in the stated
death  benefit.  We will limit the  decrease  such that,  immediately  after the
requested decrease:

          (a)  If there is no  adjustable  term  insurance  on the  policy,  the
               stated death benefit is at least $50,000.

          (b)  If there is adjustable  term insurance on the policy,  the target
               death benefit is at least $50,000.

A decrease  will be  effective  as of the monthly  processing  date  immediately
following the date your written  application  is approved by us. A decrease will
first reduce  Adjustable  Term  Insurance  Rider  coverage,  if attached to your
policy,  and will then reduce each of the stated death  benefit  segments in the
same proportion as the stated death benefit is reduced.

Death Benefit Option Changes

Beginning  with the first  monthly  processing  date and ending  with the policy
anniversary  nearest the insured's  100th birth date,  you may request to change
the death  benefit  option.  This  change  will be  effective  as of the monthly
processing date next following  approval.  A death benefit option change applies
to the  entire  stated  death  benefit.  We may not allow any change if it would
reduce  the  target  death  benefit  below the  minimum we require to issue this
policy at the time of reduction.  Death benefit  option changes from Option 1 to
Option  3,  from  Option 2 to  Option 3 and  from  Option 3 to  Option 2 are not
allowed.  After the effective date of the change,  the stated death benefit will
be changed according to the following table:

Form 2505 (VUL)-2/00
Page 8





     OPTION    CHANGE       STATED DEATH BENEFIT FOLLOWING
      FROM        TO        THE OPTION CHANGE EQUALS:

     Option 1  Option 2     Stated death benefit prior to such change minus your
                            account  value  as of  the  effective  date  of  the
                            change.
     Option 2  Option 1     Stated death benefit prior to such change plus your
                            account  value  as of  the  effective  date  of  the
                            change.
     Option 3  Option 1     Stated death benefit  prior to such change plus the
                            sum of all  the  premiums  paid  minus  all  partial
                            withdrawals taken prior to the effective date of the
                            change.

To determine  the segment  stated death  benefit  after an option  change,  your
account  value will be  allocated to each  segment in the same  proportion  that
segment  bears to the  stated  death  benefit  as of the  effective  date of the
change.

CONTINUATION OF COVERAGE AFTER AGE 100

If the policy is in force on the policy anniversary  nearest the insured's 100th
birth date,  the policy will  continue  pursuant to the terms of the policy.  On
this date, the following will occur:

     (a)  The  target  death  benefit  on the  policy  anniversary  nearest  the
          insured's  100th birth date will then become the stated death  benefit
          for the  policy and any  remaining  death  benefit in force  under the
          Adjustable Term Insurance Rider will terminate.
     (b)  All other riders, if any, attached to the policy also will terminate.
     (c)  The portion of your account value invested in the  investment  options
          of the  Separate  Account  will be  transferred  into  the  Guaranteed
          Interest  Division and no further  investment in the Separate  Account
          will be allowed.
     (d)  If the  death  benefit  option  in force on the  policy is Option 2 or
          Option 3, the policy will be  converted to death  benefit  Option 1 in
          accordance  with the  procedures  outlined in the Death Benefit Option
          Changes provision of the policy. No further changes will be allowed to
          the death benefit option.

After the policy anniversary  nearest the insured's 100th birth date, no further
premiums  will be  accepted  and no monthly or annual  deductions  will be made.
However,  a  one-time  administrative  fee of $200 will be charged  against  the
policy's account value. We will continue to credit interest to the account value
in the Guaranteed Interest Division. Policy loans and withdrawals continue to be
available.  Any existing  policy loan will  continue.  Policy loan interest will
continue to accrue.  Payments on policy loans and policy loan  interest  will be
accepted.  The policy will enter the 61-day grace period if the surrender  value
is zero or less.

If you do not want coverage to continue past the policy anniversary  nearest the
insured's  100th  birth date,  the policy may be  surrendered  at that time,  or
earlier.

Form 2505 (VUL)-2/00
Page 9





PAYOUT OF PROCEEDS

Proceeds refer to the amount we will pay:

     a)   upon surrender of the policy; or
     b)   upon the death of the insured.

The proceeds upon  surrender of this policy will be the net account  value.  The
amount of proceeds  payable upon the death of the insured will be the base death
benefit  in effect  on the date of  death,  plus any  amounts  payable  from any
additional  benefits  provided  by rider,  minus  any  outstanding  policy  loan
including  accrued  but unpaid  interest,  minus any unpaid  monthly  deductions
incurred prior to the date of death.  The calculation of the death proceeds will
be computed as of the date of the insured's death.

We will  determine the amount of proceeds  payable upon the death of the insured
when we have  received  due proof of death and any  other  information  which is
necessary to process the claim.  Any proceeds we pay are subject to  adjustments
as provided in the Misstatement of Age, Suicide  Exclusion and  Incontestability
provisions.

We will pay proceeds in one sum unless you request an alternate form of payment.
There are many possible  methods of payment.  The available  payout  options are
described  in the Payouts  Other Than As One Sum  provision.  Contact us or your
registered  representative for additional information.  Interest will be paid on
the one sum death  proceeds  from the date of death to the date of  payment,  or
until a payout option is selected.  Interest will be at the rate we declare,  or
at any higher rate required by law.

                               PREMIUM PROVISIONS

INITIAL PREMIUM ALLOCATION

If the initial period has not ended on the investment  date, net premium amounts
designated for allocation to investment  option of the Separate  Account will be
allocated  on the  investment  date to the  Money  Market  Division  and any net
premium amount  designated for  allocation to the Guaranteed  Interest  Division
will be allocated to that division.  Any additional net premium amounts received
after the  investment  date and before  the end of the  initial  period  will be
allocated  in the same  manner as the  initial  net  premium,  at the end of the
valuation  period  during which we receive the premium at our  Customer  Service
Center.  On the  valuation  date  immediately  following  the end of the initial
period,  the  balance  of the  amount  in the  Money  Market  Division  will  be
transferred to other  investment  options of the Separate  Account  according to
your allocations instructions.  The amounts allocated to the Guaranteed Interest
Division will remain in that division.

If the  initial  period has ended on the  investment  date,  initial net premium
amounts will be allocated on the  investment  date to investment  options of the
Separate Account and/or to the Guaranteed  Interest  Division in accordance with
your allocation instructions.

Form 2505 (VUL)-2/00
Page 10




SUBSEQUENT PREMIUM ALLOCATIONS

After the initial  premium  allocation,  all future  scheduled  and  unscheduled
premiums will be allocated to the investment options of the Separate Account and
to  the  Guaranteed   Interest  Division  in  accordance  with  your  allocation
instructions.  This  allocation  will occur at the end of the  valuation  period
during which we receive the premium at our Customer Service Center.

CHANGES TO PREMIUM ALLOCATIONS

You may change your premium allocation in accordance with instructions  included
in your annual  policy  prospectus.  If the change  causes a premium  allocation
charge to be incurred  according to the  schedule,  we will deduct a charge from
the investment options of the Separate Account and from the Guaranteed  Interest
Division  as  described  in  the  prospectus  in  effect  at  the  time  of  the
transaction.

SCHEDULED PREMIUMS

The scheduled  premium as shown in the Schedule may be paid while this policy is
in force prior to the policy anniversary nearest the insured's 100th birth date.
You may increase or decrease  the amount of the  scheduled  premium,  subject to
limits  we may set and  provisions  in the  Premium  Limitation  section.  Under
conditions  provided in the Grace Period provision,  you may be required to make
premium  payments to keep the policy in force. You may pay premiums on a monthly
basis through an automated  payment  facility.  All payment modes are subject to
our minimum requirements for the payment mode selected.

UNSCHEDULED PREMIUMS

You may make  unscheduled  premium  payments  at any time the policy is in force
prior to the policy anniversary  nearest the insured's 100th birth date, subject
to the Premium Limitation section.  Unless you tell us otherwise,  these premium
payments  will first be applied to reduce or pay off any  existing  policy  loan
and, as such, premium expense charges will not be deducted.

NET PREMIUM

The net premium  equals the premium paid minus the premium  expense charge shown
in the  Schedule.  The premium  expense  charge is the sales charge plus the tax
charge.

Each time we receive a premium we determine the sales charge by multiplying  the
applicable  sales  charge  percentage  times  the  segment  premium.  There is a
different  sales charge  percentage for the segment year in which the premium is
received,  for segment  premium above the segment target premium and for segment
premium below the segment target premium.

Each time we receive a premium we determine  the tax charge by  multiplying  the
applicable tax charge percentage times the segment premium. There is a different
tax charge percentage for the segment year in which the premium is received, for
segment  premium above the segment target premium and for segment  premium below
the segment target premium.

Form 2505 (VUL)-2/00
Page 11




The Schedule shows: (1) the target premium for each segment;  (2) the percentage
sales charges;  and (3) the tax  percentage.  Segment  premium is defined in the
Definition of Terms section of your policy.

PREMIUM LIMITATION

We will  refund any  premium  that  causes  your policy not to qualify as a life
insurance  policy under the Internal  Revenue Code. No premium may be paid after
the death of the  insured.  No premium may be paid after the policy  anniversary
nearest the insured's 100th birth date.

FAILURE TO PAY PREMIUM

If you  stop  paying  premiums  prior  to the  policy  anniversary  nearest  the
insured's  100th birth date,  your  coverage  may lapse.  See your Grace  Period
provision for details.

                           SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT

The Separate  Account is an account  established by us,  pursuant to the laws of
the State of Colorado, to separate the assets funding the benefits for the class
of policies to which this policy  belongs from other assets of Security  Life of
Denver Insurance Company.

The  Separate  Account  is  registered  as a unit  investment  trust  under  the
Investment  Company Act of 1940.  All income,  gains and losses,  whether or not
realized,  from assets  allocated  to the  Separate  Account are  credited to or
charged against the Separate  Account without regard to income,  gains or losses
of our General Account.  The assets of the Separate Account are our property but
are separate  from our General  Account and our other  Separate  Accounts.  That
portion of the assets of the Separate Account which is equal to the reserves and
other policy  liabilities with respect to the Separate Account is not chargeable
with liabilities  arising out of any other business we may conduct or subject to
creditor claims against us.

SEPARATE ACCOUNT INVESTMENT OPTIONS

The Separate Account is divided into investment  options,  each of which invests
in a fund portfolio  designed to meet the  objectives of the investment  option.
The  current  eligible  investment  options  are  shown  in your  annual  policy
prospectus.  We may, from time to time, add additional investment options. If we
do, you may be permitted to select from these other  investment  options subject
to the terms and conditions we may impose on those allocations.

Form 2505 (VUL)-2/00
Page 12




We reserve the right to limit the number of options in which you may invest over
the life of the policy. This limit, if any, will be listed in the updated policy
prospectus provided to you each year.

CHANGES WITHIN THE SEPARATE ACCOUNT

When permitted by law, and subject to any required notice to you and approval of
the Securities and Exchange Commission ("SEC"),  state regulatory authorities or
policy  owners,  we may from  time to time  make the  following  changes  to the
Separate Account:

     o    Make additional investment options available. These investment options
          will invest in portfolios we find suitable for the policy.

     o    Eliminate investment options from the Separate Account or combine 2 or
          more investment options.

     o    Substitute a new  portfolio  for the  portfolio in which an investment
          option  invests.  A  substitution  may  become  necessary  if,  in our
          judgment, a portfolio no longer suits the purposes of the policy. This
          may  happen due to a change in laws or  regulations,  or a change in a
          portfolio's  investment  objectives  or  restrictions.  This  may also
          happen if the portfolio is no longer available for investment,  or for
          some other reason, such as a declining asset base.

     o    Transfer  assets of the  Separate  Account,  which we  determine to be
          associated with the class of policies to which your policy belongs, to
          another Separate Account.

     o    Withdraw the Separate Account from  registration  under the Investment
          Company Act of 1940.

     o    Operate the Separate Account as a management  investment company under
          the Investment Company Act of 1940.

     o    Invest one or more investment  options in a mutual fund other than, or
          in addition to, the portfolios.

     o    Discontinue the sale of policies.

     o    Terminate any employer or plan trustee  agreement  with us pursuant to
          its terms.

     o    Restrict or eliminate any voting rights as to the Separate Account.

     o    Make any changes required by the Investment Company Act of 1940 or the
          rules or regulations thereunder.






Form 2505 (VUL)-2/00
Page 13




                           GENERAL ACCOUNT PROVISIONS

THE GENERAL ACCOUNT

The  General  Account  holds all of our  assets  other  than  those  held in the
Separate  Account  or our  other  separate  accounts.  The  Guaranteed  Interest
Division is a part of our General Account.

GUARANTEED INTEREST DIVISION

The Guaranteed  Interest Division is another  investment option to which you may
allocate  premiums  or make  transfers.  The  account  value  of the  Guaranteed
Interest Division is equal to amounts allocated to this division plus any earned
interest minus deductions taken from this division.  Interest is credited at the
guaranteed  rate shown in the schedule or may be credited at a higher rate.  Any
higher rate is guaranteed to be in effect for at least a 12-month period.

LOAN DIVISION

The Loan Division is the account that is set aside to secure the policy loan, if
any. See the Loan Provisions section for information.

                               TRANSFER PROVISIONS

After the initial premium  allocation and until the policy  anniversary  nearest
the  insured's  100th birth date,  your  account  value in each  division may be
transferred  to any other  investment  option of the Separate  Account or to the
Guaranteed Interest Division upon your request. One transfer from the Guaranteed
Interest  Division into the  investment  options of the Separate  Account may be
made  during  the first 30 days of each  policy  year.  Additional  limitations,
requirements  and charges for  transfers  will be listed in and governed by your
annual policy  prospectus in effect at the time of the transfer.  We reserve the
right to modify these  limitations,  requirements and charges from time to time.
On the policy  anniversary  nearest the insured's 100th birth date, your account
value in each investment option of the Separate Account will be transferred into
the Guaranteed Interest Division and no further transfers will be allowed.

                            ACCOUNT VALUE PROVISIONS

The account value is the sum of the current amounts  allocated to the investment
options of the Separate  Account and to the  Guaranteed  Interest  Division plus
your balance in the Loan Division.


Form 2505 (VUL)-2/00
Page 14




The  account  value is based on the  premiums  paid,  policy  and rider  charges
assessed,  loans and  withdrawals  taken,  monthly  deductions,  premium expense
charges,  transaction  charges,  annual  deductions,  if any, and the investment
experience or credited interest of the investment  options or divisions to which
your account value is allocated.

Your net account  value is equal to your account value minus any policy loan and
accrued but unpaid loan interest.

ACCOUNT VALUES ON THE INVESTMENT DATE

The account  value of each  investment  option of the  Separate  Account and the
account value of the Guaranteed  Interest  Division as of the investment date is
equal to:

     a)   The allocation to each investment  option of the Separate  Account and
          to the Guaranteed Interest Division of the first net premium received;
          minus
     b)   The portion of any monthly  deductions  allocated  to each  investment
          option of the Separate Account and to the Guaranteed Interest Division
          due on the investment date.

ACCUMULATION UNIT VALUE

The  investment  experience of an investment  option of the Separate  Account is
determined  as of each  valuation  date.  We use an  accumulation  unit value to
measure the experience of each of the Separate Account investment options during
a valuation  period.  We generally set the  accumulation  unit value at $10 when
each investment  option is opened.  The accumulation  unit value for a valuation
date  equals  the  accumulation  unit  value for the  preceding  valuation  date
multiplied by the accumulation experience factor defined below for the valuation
period ending on the valuation date.

The number of units for a given  transaction  related to an investment option of
the Separate Account as of a valuation date is determined by dividing the dollar
value of that  transaction by that division's  accumulation  unit value for that
date.

ACCUMULATION EXPERIENCE FACTOR

For each investment option of the Separate Account, the accumulation  experience
factor reflects the investment  experience of the portfolio in which that option
invests and the charges assessed against that investment  option for a valuation
period. The accumulation experience factor is calculated as follows:

     a)   The net asset value of the portfolio in which that  investment  option
          invests as of the end of the
           current valuation period; plus
     b)   The amount of any dividend or capital gains distribution  declared and
          reinvested in the portfolio in which that  investment  option  invests
          during the current valuation period; minus
     c)   A charge for taxes, if any.
     d)   The result of (a),  (b) and (c) is then divided by the net asset value
          of the portfolio in which that investment option invests as of the end
          of the preceding valuation period.


Form 2505 (VUL)-2/00
Page 15




ACCOUNT VALUE OF THE INVESTMENT OPTIONS OF THE SEPARATE ACCOUNT

On subsequent  valuation dates after the investment  date, your account value of
each investment option of the Separate Account is calculated as follows:

     a)   The number of  accumulation  units in an  investment  option as of the
          beginning of the current  valuation period multiplied by that option's
          accumulation unit value for the current valuation period; plus
     b)   Any additional net premiums allocated to that investment option during
          the current valuation period; plus
     c)   Any  account  value   transferred   to  or  minus  any  account  value
          transferred  from the Separate  Account  during the current  valuation
          period (including the applicable portion of any transfer fee); minus
     d)   Any partial  withdrawals  allocated to the  investment  option and any
          applicable withdrawal service fees which are allocated to the Separate
          Account during the current valuation period; plus
     e)   Any amounts  released  from the Loan Division as a result of a loan or
          loan  interest  payment,  or  minus  amounts  transferred  to the Loan
          Division  as a  result  of  any  loans  which  are  allocated  to  the
          investment   options  of  the  Separate  Account  during  the  current
          valuation period; minus
     f)   The  portion of the  monthly  deduction  allocated  to the  investment
          options of the Separate Account,  if a monthly  processing date occurs
          during the current valuation period; minus
     g)   The portion of the annual  deduction,  if any, as of the first monthly
          processing date for a segment year allocated to that investment option
          during the current valuation period.

ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION

On  valuation  dates  after  the  investment  date,  your  account  value of the
Guaranteed Interest Division is calculated as follows:

     a)   The account value of the  Guaranteed  Interest  Division at the end of
          the  preceding  valuation  period plus  interest at the declared  rate
          credited during the current valuation period; plus
     b)   Any  additional  net  premiums  allocated to the  Guaranteed  Interest
          Division plus interest  credited to these premiums  during the current
          valuation period; plus
     c)   Any  account  value   transferred   to  or  minus  any  account  value
          transferred from the Guaranteed  Interest  Division during the current
          valuation  period  (including the  applicable  portion of any transfer
          fee); minus
     d)   Any partial  withdrawals taken and any applicable  withdrawal  service
          fees which are allocated to the Guaranteed  Interest  Division  during
          the current valuation period; plus
     e)   Any amounts  released  from the Loan Division as a result of a loan or
          loan  interest  payment,  or  minus  amounts  transferred  to the Loan
          Division  as a  result  of  any  loans  which  are  allocated  to  the
          Guaranteed  Interest  Division  during the current  valuation  period;
          minus
     f)   The  portion of the  monthly  deduction  allocated  to the  Guaranteed
          Interest  Division,  if a monthly  processing  date occurs  during the
          current valuation period; minus
     g)   The portion of the annual  deduction,  if any, as of the first monthly
          processing  date  for a  segment  year  allocated  to  the  Guaranteed
          Interest Division during the valuation period.


Form 2505 (VUL)-2/00
Page 16





ACCOUNT VALUE OF THE LOAN DIVISION

On valuation  dates after the  investment  date,  your account value of the Loan
Division is equal to:

     a)   The account  value of the Loan Division on the prior  valuation  date;
          plus
     b)   Any  interest  credited  to the Loan  Division  during  the  valuation
          period; plus
     c)   An amount  equal to any  additional  loans  since the prior  valuation
          date; minus
     d)   Any loan repayments, including payment of loan interest; plus
     e)   The amount of accrued loan interest if the valuation  date is a policy
          anniversary; minus
     f)   The amount of interest  credited to the Loan Division  during the year
          if the valuation date is a policy anniversary.

On policy  anniversaries,  any amount of interest  credited to the Loan Division
during the year is  transferred  from the Loan Division to the Separate  Account
and Guaranteed  Interest Division  according to your premium  allocation then in
effect.

                                   DEDUCTIONS

MONTHLY DEDUCTIONS

The monthly deduction is equal to:

     a)   The cost of insurance charges for this policy; plus
     b)   The monthly  charges  for any other  additional  benefits  provided by
          riders in force under the policy; plus
     c)   The monthly expense charges shown in the Schedule; plus
     d)   The monthly equivalent of the annual mortality and expense risk charge
          shown in the Schedule; plus
     e)   The policyholder  transaction  charges as described in the Schedule as
          applicable; plus

The monthly  deductions  are allocated to the divisions of the Separate  Account
and Guaranteed Interest Division as described in the prospectus in effect at the
time of the  transaction.  The monthly  deductions  are taken from your  account
value as of the  monthly  processing  date.  These  deductions  will  display in
periodic  reports  that we send you at least  once per  policy  year.  After the
policy  anniversary  nearest the insured's  100th birth date no further  monthly
deductions will be made, except policy  transaction  charges incurred after this
date.

ANNUAL DEDUCTION (Deferred Sales Charge)

At the end of each of the first ten segment years, we calculate a segment annual
deduction for each segment by  multiplying  the applicable  percentage  from the
Schedule  times the segment  premium  received in the segment  year.  There is a
different  annual  percentage  for the  segment  year in which  the  premium  is
received,  for the segment  premium below the segment target premium and for the
segment premium above the segment target premium.  The segment annual  deduction
is deducted  from the account  value at the  beginning of each of the next seven
segment years. The first deduction is in the policy month immediately  following
the calculation.  As the calculation is performed for each segment year in which
a premium is received, the total annual deduction for a segment is the sum of up
to seven segment annual deductions. Segment premium is defined in the Definition
of Terms section of your policy.



Form 2505 (VUL)-2/00
Page 17





The annual  deduction  is allocated  to the  investment  options of the Separate
Account and to the Guaranteed  Interest  Division as described in the prospectus
in effect at the time of the  transaction.  The annual deduction will display in
periodic  reports  that we send you at least  once per  policy  year.  After the
policy  anniversary  nearest the  insured's  100th birth date no further  annual
deductions will be made.

COST OF INSURANCE

The cost of insurance for the policy is the sum of the cost of insurance for all
segments.  A segment's  cost of insurance is the cost of insurance  rate for the
premium class for the segment  multiplied by the net amount at risk allocated to
the segment. It is determined on a monthly basis.

The net amount at risk is (a) minus (b) where:

     a)   Is  the  base  death  benefit  for  all  segments  as of  the  monthly
          processing  date  after the  monthly  deductions  (other  than cost of
          insurance charges for the base death benefit,  and any Adjustable Term
          Insurance  Rider),  divided  by  the  result  of 1  plus  the  monthly
          equivalent of the guaranteed interest rate for the Guaranteed Interest
          Division as shown in the Schedule; and
     b)   Is your  account  value as of the  monthly  processing  date after the
          monthly  deductions  (other than the cost of insurance charges for the
          base death benefit and any Adjustable Term Insurance Rider).

The net amount at risk will be allocated to a segment in the same  proportion as
that  segment's  stated  death  benefit  bears  to the sum of the  stated  death
benefits for all segments.

The cost of insurance  rate for each segment will be  determined by us from time
to time.  Different rates will apply to each segment.  They will be based on the
age and gender of the insured as of the effective date of segment coverage,  the
duration since the coverage began and the segment  premium class.  Any change in
rates will apply to all individuals of the same premium class and whose policies
have been in effect for the same  length of time.  The rates  will never  exceed
those rates shown in the Table of  Guaranteed  Rates for the segment as adjusted
for any rating. These tables are in the Schedule.

                                 LOAN PROVISIONS

POLICY LOANS

You may obtain a policy loan on or after the first monthly  processing date. The
maximum  amount you may borrow at any time equals the net  account  value on the
date of the  loan  request  less  all  monthly  deductions  to the  next  policy
anniversary,  or 13  monthly  deductions  if you take a loan  within  the 30 day
period before your next policy  anniversary.  The policy loan is a first lien on
your policy.  The minimum  amount you may borrow is shown in the  Schedule.  The
outstanding  policy loan amount is equal to the loan amount as of the  beginning
of the  policy  year  plus new loans and minus  loan  repayments,  plus  accrued
interest.



Form 2505 (VUL)-2/00
Page 18





LOAN INTEREST

The annual  policy loan  interest  rate is shown in the  Schedule.  If a loan is
made,  interest  is due and payable at the end of the policy  year.  Thereafter,
interest on the loan amount is due annually at the end of each policy year until
the loan is repaid.  If interest is not paid when due, it is added to the policy
loan.

If the policy loan amount and any accrued interest equals or exceeds the account
value,  a  premium  sufficient  to keep  this  policy  in force  must be paid as
provided in the Grace Period provision.

LOAN DIVISION

When a policy  loan is taken or when  interest  is not paid in cash when due, an
amount equal to the loan or unpaid loan interest  respectively,  is  transferred
from the investment options of the Separate Account and the Guaranteed  Interest
Division to the Loan  Division to secure the loan.  This amount will be deducted
from the investment options of the Separate Account and the Guaranteed  Interest
Division  in the same  proportion  that your  account  value in each  investment
option and in the Guaranteed  Interest  Division bears to your net account value
as of the date the  transfer is  effective  unless  otherwise  specified in your
instructions  to us. Your account  value in the Loan  Division  will be credited
with interest at the interest rate for the Loan Division shown in the Schedule.

When a loan  repayment is made, an amount equal to the repayment is  transferred
from the Loan Division to the  Guaranteed  Interest  Division and the investment
options of the Separate  Account in the same  proportion as your current premium
allocation unless you request a different allocation in writing.

                          PARTIAL WITHDRAWAL PROVISIONS

You may apply for a partial  withdrawal  from your account  value on any monthly
processing  date after the first  policy  anniversary  by  contacting  us at our
Customer Service Center.  The minimum and maximum partial withdrawal amounts are
shown in the  Schedule.  When a partial  withdrawal  is made,  the amount of the
withdrawal plus a service fee is deducted from your account value. The amount of
the  service  fee is shown in the  Schedule.  We limit  the  number  of  partial
withdrawals in a policy year. This number is shown in the Schedule.

The stated  death  benefit is  reduced by the amount of the  partial  withdrawal
unless one of the following exceptions applies.

      The stated death benefit is not reduced by a partial withdrawal taken when
      the base death  benefit has been  increased to qualify your policy as life
      insurance under the Internal  Revenue Code and the amount withdrawn is not
      greater than that which  reduces your account  value to the level which no
      longer  requires  the base death  benefit  to be  increased  for  Internal
      Revenue Code purposes.



Form 2505 (VUL)-2/00
Page 19




For a policy under an Option 1 death  benefit,  the stated death  benefit is not
reduced by a partial withdrawal:
     a)   If no more than 15 years have elapsed since the policy date;
     b)   If the insured is not yet age 81; and
     c)   If the  partial  withdrawal  taken is less than the  greater of 10% of
          your  account  value or 5% of the  stated  death  benefit,  calculated
          immediately  before the  partial  withdrawal.  Any  additional  amount
          withdrawn reduces your stated death benefit by that additional amount.

For a policy  under an Option 2 death  benefit,  a partial  withdrawal  does not
reduce your stated death benefit.

For a policy under an Option 3 death benefit,  a partial withdrawal reduces your
stated  death  benefit  by any  amount of the  partial  withdrawal  in excess of
premiums paid, less prior withdrawals, to the date of the partial withdrawal.

Any  reduction in death  benefit or account  value will occur as of the date the
partial withdrawal occurs.

We will limit the amount of the partial withdrawal such that,  immediately after
the requested withdrawal:

     a)   If there is no  adjustable  term  insurance on the policy,  the stated
          death benefit is at least $50,000.
     b)   If there is adjustable term insurance on the policy,  the target death
          benefit is at least $50,000.

You may specify how much of the withdrawal  you wish taken from each  investment
option of the Separate Account or from the Guaranteed Interest Division. You may
not  withdraw  from  the  Guaranteed  Interest  Division  more  than  the  total
withdrawal  times the ratio of your  account  value in the  Guaranteed  Interest
Division to your net account value immediately  prior to the withdrawal.  Unless
you  indicate  otherwise,  we will make the  withdrawal  from the amounts in the
Guaranteed  Interest Division and the investment options of the Separate Account
in the same proportion  that your account value in each investment  option bears
to your net account value  immediately  prior to the withdrawal.  The withdrawal
service fee deducted from your account  value is deducted  from each  investment
option and from the Guaranteed  Interest Division as described in the prospectus
in effect at the time of the transaction.

We may send you a new Schedule to reflect the effect of the  withdrawal if there
is any change to the stated death benefit.  We may ask you to return your policy
to our Customer  Service  Center to make this  change.  The  withdrawal  and the
reductions in death benefits will be effective as of the valuation date after we
receive your request.



Form 2505 (VUL)-2/00
Page 20




                              SURRENDER PROVISIONS

SURRENDER VALUE

The surrender value on any date will be your account value minus any policy loan
including accrued but unpaid loan interest.

BASIS OF COMPUTATIONS

The surrender value under the policy is not less than the minimum required as of
the policy  date by the state in which your  policy  was  delivered.  A detailed
statement  of the method of  computation  of policy  values under the policy has
been filed with the  insurance  department  of the state in which the policy was
delivered, if required.

FULL SURRENDERS

You may surrender  your policy after the Right to Examine  Period or at any time
during the  lifetime of the insured and  receive the  surrender  value.  We will
compute the surrender  value as of the next valuation date after we receive both
your request and the policy at our Customer Service Center.  This policy will be
canceled as of the date we receive  your  request,  and there will be no further
benefits  under  this  policy.  Once you  surrender  this  policy,  it cannot be
reinstated.

             GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD

If the net  account  value is zero or less on a  monthly  processing  date,  the
policy will enter a 61-day grace period:

We will give you a 61-day grace period from this monthly processing date to make
the required premium payment. The required premium payment then due must be paid
to keep the policy in force.  If this amount is not  received in full by the end
of the grace period,  the policy will lapse without value.  The required premium
payment  will be  equal to past due  charges  plus an  amount  we  expect  to be
sufficient  to keep the policy  and any  riders in force for 2 months  following
receipt of the  required  premium  payment.  If we receive at least the required
premium  payment during the grace period,  we will apply the net premium payment
to the policy and make deductions for the past due amounts.

Notice of the amount of the  required  premium  payment will be mailed to you or
any  assignee  at the last known  address at least 30 days before the end of the
grace period.  If the insured dies during the grace  period,  we will deduct any
overdue monthly charges from the death proceeds of the policy.



Form 2505 (VUL)-2/00
Page 21





TERMINATION

All coverage provided by this policy will end as of the earliest of:

     a)   The date the policy is surrendered;
     b)   The date of the death of the insured; or
     c)   The date  the  grace  period  ends  without  payment  of the  required
          premium.

REINSTATEMENT

The  policy  and its  riders  may be  reinstated  within  five  years  after the
beginning of the grace  period.  The  reinstatement  will be effective as of the
monthly  processing  date on or next  following the date we approve your written
application.

We will reinstate the policy and any riders if the following conditions are met:

     a)   You have not surrendered the policy for its surrender value;
     b)   You submit  evidence  satisfactory  to us that the  insured  and those
          insured under any riders are still  insurable  according to our normal
          rules of underwriting for the applicable  underwriting  class for this
          type of policy; and
     c)   We receive  payment of the  amount of premium  sufficient  to keep the
          policy and any riders in force from the  beginning of the grace period
          to the end of the expired grace period and for 2 months after the date
          of  reinstatement.  We will let you  know,  at the  time  you  request
          reinstatement, the amount of premium needed for this purpose.

We will reinstate any policy loan that existed when coverage ended, with accrued
loan interest to the end of the grace period.

Upon  reinstatement,  the net premium  received  minus past due amounts  will be
allocated to the investment  options of the Separate  Account and the Guaranteed
Interest Division according to the premium  allocation  percentages in effect at
the start of the grace  period or as  directed  by you in writing at the time of
reinstatement.

DEFERRAL OF PAYMENT

Requests for transfers,  withdrawals,  policy loans or payment of proceeds for a
full  surrender will be mailed within 7 days of receipt of the request in a form
acceptable to us.  However,  we may postpone the processing of any such Separate
Account transactions for any of the following reasons:

     a)   The New York Stock  Exchange  (NYSE) is closed,  other than  customary
          weekend and holiday closings.
     b)   Trading  on the NYSE is  restricted  by the  Securities  and  Exchange
          Commission (SEC).
     c)   The SEC  declares  that an  emergency  exists  as a  result  of  which
          disposal  of  securities  in the  Separate  Account is not  reasonably
          practicable to determine your account value in the investment options.
     d)   A governmental  body having  jurisdiction over the Separate Account by
          order permits such suspension.



Form 2505 (VUL)-2/00
Page 22





Rules and  regulations  of the SEC, if any, are applicable and will govern as to
whether conditions described in (b), (c), or (d) exist.

Death proceeds will be paid within 7 days of  determination  of the proceeds and
are not  subject to  deferment.  We may defer for up to 6 months  payment of any
surrender  proceeds,  withdrawal  or loan amounts from the  Guaranteed  Interest
Division.

                            GENERAL POLICY PROVISIONS

THE POLICY

The  policy,  including  the  original  application  and  applications  for  any
increases,   decreases,  riders,  endorsements,  any  Schedule  pages,  and  any
reinstatement  applications  make up the entire  contract  between you and us. A
copy of the original  application  will be attached to the policy at issue or at
delivery.  A copy of any  application as well as a new Schedule will be attached
or  furnished to you for  attachment  to the policy at the time of any change in
coverage.  In the absence of fraud,  all statements made in any application will
be considered  representations and not warranties.  No statement will be used to
deny a claim unless it is in an application.

CONTRACT CHANGES

All changes made by us must be signed by our  president or an officer and by our
secretary  or  assistant  secretary.  No other  persons  can  change any of this
policy's terms and conditions.

PROCEDURES

We must  receive  any  election,  designation,  assignment  or any other  change
request you make in writing, except those specified on the application.  It must
be in a form  acceptable  to us. We may  require a return of the  policy for any
change or for a full surrender.  We are not liable for any action we take before
we receive and record the written request at our Customer Service Center.

In the event of the death of the  insured,  please  notify us, or our agent,  as
soon as possible.  Upon  notification to us, or our agent,  instructions will be
sent to you or the  beneficiary  immediately.  We may require proof of age and a
certified copy of the death certificate. We may require the beneficiary and next
of kin to sign  authorization  forms as part of due proof.  These  authorization
forms allow us to obtain  information  about the  decedent,  including,  but not
limited to,  medical  records of physicians  and hospitals used by the decedent.
Settlement will be made upon receipt of due proof of death.

OWNERSHIP

The  original  owner  is  the  person  or  entity  named  as  the  owner  in the
application. You, as the owner, can exercise all rights and receive the benefits
until the death of the  insured.  This  includes  the right to change the owner,
beneficiaries,  and methods for the payment of proceeds. All rights of the owner
are subject to the rights of any assignee and any irrevocable beneficiary.

You may name a new owner by sending  written notice to us. The effective date of
the  change to the new owner  will be the date you sign the  notice.  The change
will not affect any  payment  made or action  taken by us before  recording  the
change at our Customer Service Center.



Form 2505 (VUL)-2/00
Page 23





BENEFICIARIES

The primary  beneficiary  surviving the insured will receive any death  proceeds
which become payable. Surviving contingent beneficiaries are paid death proceeds
only if no  primary  beneficiary  has  survived  the  insured.  If more than one
beneficiary in a class survives the insured,  they will share the death proceeds
equally,  unless your designation provides otherwise.  If there is no designated
beneficiary  surviving,  you or your estate will be paid the death proceeds. The
beneficiary  designation will be on file with us or at a location  designated by
us.  Until  the  death  of the  insured,  you may  name a new  beneficiary.  The
effective  date of the change will be the date the  request was signed.  We will
pay proceeds to the most recent beneficiary  designation on file. We will not be
subject to multiple payments.

EXCHANGE RIGHT

If, for any reason,  within the first 2 policy  years you want to exchange  this
policy for a policy in which values do not vary with the  investment  experience
of the Separate  Account,  we will  exchange  this policy.  The exchange will be
implemented  by  transferring  your  account  value  in  each  Separate  Account
investment option into the Guaranteed Interest Division and removing your future
right to choose  to  allocate  funds to any  investment  option of the  Separate
Account.  This transfer will not be subject to the excess  transfer  charge.  We
will require a return of this policy before this change will be processed.

COLLATERAL ASSIGNMENT

You may assign this policy as collateral  security by written notice to us. Once
it is recorded with us, the rights of the owner and  beneficiary  are subject to
the assignment. It is your responsibility to make sure the assignment is valid.

INCONTESTABILITY

After this policy has been in force during the  insured's  life for 2 years from
the policy date, we will not contest the statements in the application  attached
at issue.

After this policy has been in force during the  insured's  life for 2 years from
the effective  date of any new segment or from the effective date of an increase
in any other benefit,  we will not contest the statements in the application for
the new segment or other increase.

After this policy has been in force during the  insured's  life for 2 years from
the effective date of any  reinstatement,  we will not contest the statements in
the application for such reinstatement.

MISSTATEMENT OF AGE OR GENDER

If the  insured's  age or gender has been  misstated,  the death benefit will be
adjusted. The death benefit will be that which the cost of insurance,  which was
deducted  from your Account Value on the last monthly  processing  date prior to
the insured's  death,  would have  purchased  for the  insured's  correct age or
gender.  If the death benefit  adjustment  is made prior to death,  the adjusted
benefit will be to an equitable  amount  determined by us. This  adjustment will
reflect the death benefit for the correct age or gender.



Form 2505 (VUL)-2/00
Page 24





SUICIDE EXCLUSION

If the  insured  commits  suicide,  while sane or insane,  within 2 years of the
policy date, we will make a limited payment to the  beneficiary.  We will pay in
one sum the  amount of all  premiums  paid to us  during  that  time,  minus any
outstanding  policy loan  (including  accrued but unpaid  interest)  and partial
withdrawals. Coverage under the policy and all riders will then terminate.

If the  insured  commits  suicide,  while sane or insane,  within 2 years of the
effective date of a new segment or of an increase in any other benefit,  we will
make a limited payment to the beneficiary for the new segment or other increase.
This payment will equal the cost of insurance and any applicable monthly expense
charges  deducted  for such  increase.  Coverage  under that  segment  will then
terminate.

PERIODIC REPORTS

We will send you,  without  charge,  at least once each year a report that shows
the current account value, cash surrender value and premiums paid since the last
report. The report will also show the allocation of your account value as of the
date of the report and the amounts  added to or deducted from your account value
of each  division  since the last  report.  The report  will  include  any other
information that may be currently required by the insurance supervisory official
of the jurisdiction in which this policy is delivered.

ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written  request,  a hypothetical  illustration of future
death  benefits  and  account  values.   This   illustration  will  include  the
information  as  required  by the  laws or  regulations  where  this  policy  is
delivered.  If you request more than one  illustration  during a policy year, we
reserve the right to charge a reasonable fee for each  additional  illustration.
The maximum amount of this fee is shown in the Schedule.

NONPARTICIPATING

The policy does not participate in our surplus earnings.

CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule.  Unless you
are otherwise notified:

     a)   All requests and payments should be sent to us at our Customer Service
          Center; and
     b)   All  transactions  are effective as of the valuation date the required
          information is received at our Customer Service Center.


                          PAYOUTS OTHER THAN AS ONE SUM

ELECTION

During the insured's lifetime, you may elect to have the beneficiary receive the
proceeds  other  than  in one  sum.  If you  have  not  made  an  election,  the
beneficiary may do so within 60 days after we receive due proof  satisfactory to
us of the  insured's  death.  You may also elect to take the net cash  surrender
value of the  policy  upon its  surrender  other  than in one sum.  Satisfactory
written request must be received at our Customer Service Center



Form 2505 (VUL)-2/00
Page 25





before  payment  can be made.  A payee  that is not a natural  person may not be
named without our consent.  The various  methods of settlement  are described in
the following Payout Options section.

PAYOUT OPTIONS

     OPTION I. Payouts for a Designated Period.  Payouts will be made in annual,
     semi-annual,  quarterly or monthly  installments  per year as elected for a
     designated  period,  which may be 5 to 30  years.  The  installment  dollar
     amounts  will be equal except for any excess  interest as described  below.
     The amount of the first  monthly  payout for each  $1,000 of account  value
     applied is shown in Settlement Option Table I.

     OPTION II. Life Income With Payouts for a Designated  Period.  Payouts will
     be made in annual, semi-annual,  quarterly or monthly installments per year
     throughout the payee's lifetime, or if longer, for a period of 5, 10, 15 or
     20 years as elected.  The  installment  dollar amounts will be equal except
     for any excess interest as described below. The amount of the first monthly
     payout for each  $1,000 of  account  value  applied is shown in  Settlement
     Option Table II. This option is available only for ages shown in the table.

     Payouts  for  Payout  Option  II will  be  determined  by  using  the  1983
     Individual  Annuity  Mortality Table for the  appropriate  gender at 3 1/2%
     interest.

     OPTION III. Hold at Interest.  Amounts may be left on deposit with us to be
     paid upon the death of the payee or at any earlier date  elected.  Interest
     on any unpaid  balance will be at the rate  declared by us or at any higher
     rate required by law. Interest may be accumulated or paid in 1, 2, 4, or 12
     installments  per year,  as  elected.  Money may not be left on deposit for
     more than 30 years.

     OPTION  IV.  Payouts of a  Designated  Amount.  Payouts  will be made until
     proceeds,  together with interest  which will be at the rate declared by us
     or at any higher rate required by law, are exhausted.  Payouts will be made
     in annual,  semi-annual,  quarterly or monthly equal installments per year,
     as elected.

     OPTION V. Other.  Settlement may be made in any other manner as agreed upon
     in writing between you (or the beneficiary) and
     us.


CHANGE AND WITHDRAWAL

You may change an election at any time before the death of the  insured.  If you
have given the beneficiary  the right to make changes or withdrawals,  or if the
beneficiary has elected the option,  the beneficiary (as primary payee) may take
the actions below.

     a)   Changes  may be made from  Payout  Options  I, III,  and IV to another
          option.
     b)   Full  withdrawals  may be made under Payout Option III or IV.  Partial
          withdrawals of not less than $300 may be made under Payout Option III.
     c)   Remaining installments under Payout Option I may be commuted at 3 1/2%
          interest and received in one sum.
     d)   Changes in any contingent payee designation may be made.

A written request must be sent to our Customer Service Center in writing to make
a change or withdrawal.  We also may require that you send in the  supplementary
policy.  We may defer payment of commuted and withdrawable  amounts for a period
up to 6 months.



Form 2505 (VUL)-2/00
Page 26





EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above
that guaranteed,  that rate will apply to Payout Options I, II, III, and IV. The
crediting of excess  interest for one period does not  guarantee the higher rate
for other periods.  Any declared interest rate will be in effect for at least 12
months.

MINIMUM AMOUNTS

The  minimum  amount  which may be applied  under any  option is $2,000.  If the
payments  to the payee are ever less than $20,  we may change the  frequency  of
payments so as to result in payments of at least that amount.

SUPPLEMENTARY POLICY

When a payout  option  becomes  effective,  the policy  will be  surrendered  in
exchange  for a  supplementary  policy.  It  will  provide  for  the  manner  of
settlement and rights of the payees.  The supplementary  policy's effective date
will be the date of death or the date of other  settlement.  The  first  payment
under Options I, II, and IV will be payable as of the effective  date. The first
interest  payment  under  Option III will be made as of the end of the  interest
payment period elected.  Subsequent payments will be made in accordance with the
frequency of payment elected.  The  supplementary  policy may not be assigned or
payments made to another without our consent.

INCOME PROTECTION

Unless  otherwise  provided in the election,  a payee does not have the right to
commute, transfer or encumber amounts held or installments to become payable. To
the extent provided by law, the proceeds,  amount retained, and installments are
not subject to any payee's debts, policies, or engagements.

DEATH OF PRIMARY PAYEE

Upon the primary  payee's  death,  any  payments  certain  under Option I or II,
interest  payments  under  Option  III,  or  payments  under  Option  IV will be
continued to the  contingent  payee;  or,  amounts may be released in one sum if
permitted  by the policy.  The final payee will be the estate of the last to die
of the primary payee and any contingent payee.

PAYMENTS OTHER THAN MONTHLY

The tables that follow show monthly installments for Options I and II. To arrive
at annual,  semiannual, or quarterly payments,  multiply the appropriate figures
by 11.813, 5.957 or 2.991 respectively. Factors for other periods certain or for
other  options that may be provided by mutual  agreement  will be provided  upon
reasonable request.



Form 2505 (VUL)-2/00
Page 27





                            SETTLEMENT OPTION TABLES

                            SETTLEMENT OPTION TABLE I

                          (Per $1,000 of Net Proceeds)




       No. of              Monthly            No. of            Monthly
    Years Payable       Installments      Years Payable       Installments

                                                         
          1                 $84.65              16                6.76

          2                  43.05              17                6.47

          3                  29.19              18                6.20

          4                  22.27              19                5.97

          5                  18.12              20                5.75

          6                  15.35              21                5.56

          7                  13.38              22                5.39

          8                  11.90              23                5.24

          9                  10.75              24                5.09

         10                   9.83              25                4.96

         11                   9.09              26                4.84

         12                   8.46              27                4.73

         13                   7.94              28                4.63

         14                   7.49              29                4.53

         15                   7.10              30                4.45









Form 2505 (VUL)-2/00
Page 28





                           SETTLEMENT OPTION TABLE II

                                     Female

                          ( Per $1,000 of Net Proceeds)




Age of Payee              Monthly                             Age of Payee                         Monthly
Nearest Birth            Installment                          Nearest Birth                       Installments
date When First                                               date When First
Installment is                                                Installment is
Payable                                                       Payable


               5 Years    10 Years     15 Years     20 Years                 5 Years      10 Years       15 Years      20 Years
  Female       Certain     Certain      Certain      Certain      Female     Certain       Certain       Certain        Certain

                                                                                              
    15          3.19        3.19         3.19         3.19          41         3.76         3.76           3.75          3.73

    16          3.20        3.20         3.20         3.20          42         3.80         3.80           3.78          3.77

    17          3.22        3.22         3.21         3.21          43         3.84         3.84           3.82          3.81

    18          3.23        3.23         3.23         3.23          44         3.88         3.88           3.86          3.84

    19          3.24        3.24         3.24         3.24          45         3.93         3.92           3.91          3.88

    20          3.26        3.26         3.26         3.25          46         3.98         3.97           3.95          3.92

    21          3.27        3.27         3.27         3.27          47         4.03         4.02           4.00          3.97

    22          3.29        3.29         3.29         3.28          48         4.08         4.07           4.05          4.01

    23          3.31        3.30         3.30         3.30          49         4.13         4.12           4.10          4.06

    24          3.32        3.32         3.32         3.32          50         4.19         4.18           4.15          4.11

    25          3.34        3.34         3.34         3.33          51        4.25          4.24          4.21           4.16

    26          3.36        3.36         3.35         3.35          52        4.32          4.30          4.26           4.21

    27          3.38        3.38         3.37         3.37          53        4.38          4.36          4.33           4.27

    28          3.40        3.40         3.39         3.39          54        4.46          4.43          4.39           4.32

    29          3.42        3.42         3.41         3.41          55        4.53          4.51          4.46           4.38

    30          3.44        3.44         3.43         3.43          56        4.61          4.58          4.53           4.44

    31          3.46        3.46         3.46         3.45          57        4.70          4.66          4.60           4.51

    32          3.49        3.48         3.48         3.48          58        4.79          4.75          4.68           4.57

    33          3.51        3.51         3.51         3.50          59        4.88          4.84          4.76           4.64

    34          3.54        3.54         3.53         3.52          60        4.99          4.93          4.84           4.70

    35          3.57        3.56         3.56         3.55          61        5.09          5.03          4.93           4.77

    36          3.60        3.59         3.59         3.58          62         5.21          5.14          5.02           4.84

    37          3.63        3.62         3.62         3.61          63         5.33          5.25          5.12           4.91

    38          3.66        3.65         3.65         3.64          64         5.46          5.37          5.21           4.98

    39          3.69        3.69         3.68         3.67          65         5.60          5.50          5.31           5.05

    40          3.73        3.72         3.71         3.70          66         5.75          5.63          5.42           5.12




Form 2505 (VUL)-2/00
Page 29





                        SETTLEMENT OPTION TABLE II/Female
                                   (Continued)

                          (Per $1,000 of Net Proceeds)




Age of Payee                   Monthly                             Age of Payee                     Monthly
Nearest Birth                Installment                           Nearest Birth                  Installments
date When First                                                    date When First
Installment is                                                     Installment is
Payable                                                            Payable


               5 Years    10 Years     15 Years      20 Years                     5 Years      10 Years      15 Years       20 Years
    Female     Certain     Certain      Certain      Certain       Female         Certain      Certain        Certain       Certain

                                                                                                  
      67         5.91         5.77         5.53          5.19        92             14.45          9.61           7.09       5.75

      68         6.08         5.91         5.63          5.25        93             14.81          9.66           7.10       5.75

      69         6.26         6.07         5.74          5.32        94             15.16          9.70           7.10       5.75

      70         6.46         6.23         5.86          5.37        95             15.49          9.73           7.10       5.75

      71         6.67         6.40         5.97          5.43        96             15.80          9.76           7.10

      72         6.89         6.58         6.08          5.48        97             16.11          9.79           7.10

      73         7.13         6.76         6.18          5.52        98             16.40          9.80           7.10

      74         7.39         6.95         6.29          5.57        99             16.68          9.82           7.10

      75         7.67         7.14         6.39          5.60        100            16.95          9.82           7.10

      76         7.96         7.34         6.48          5.63        101            17.20          9.83

      77         8.28         7.54         6.57          5.66        102            17.43          9.83

      78         8.61         7.74         6.65          5.68        103            17.62          9.83

      79         8.97         7.94         6.72          5.70        104            17.78          9.83

      80         9.34         8.13         6.79          5.71        105            17.91          9.83

      81         9.73         8.32         6.84          5.72        106            18.00

      82        10.14         8.50         6.89          5.73        107            18.06

      83        10.57         8.67         6.94          5.74        108            18.09

      84        11.01         8.83         6.97          5.74        109            18.11

      85        11.46         8.97         7.00          5.75        110            18.11

      86        11.91         9.10         7.02          5.75

      87        12.36         9.22         7.04          5.75

      88        12.81         9.32         7.06          5.75

      89        13.25         9.41         7.07          5.75

      90        13.67         9.48         7.08          5.75

      91        14.07         9.55         7.09          5.75







Form 2505 (VUL)-2/00
Page 30





                           SETTLEMENT OPTION TABLE II
                                      Male

                         ( Per $1,000 of Net Proceeds)




Age of Payee                                                  Age of Payee
Nearest Birth                                                 Nearest Birth
date When First                                               date When First
Installment is          Monthly Installment                   Installment is                  Monthly Installment
Payable                                                       Payable

               5 Years     10 Years     15 Years     20 Years                 5 Years      10 Years       15 Years      20 Years
  Male         Certain      Certain      Certain      Certain     Male        Certain       Certain       Certain        Certain

                                                                                               
   15            3.28        3.28         3.27         3.27        41           4.01         4.00           3.97          3.94

   16            3.29        3.29         3.29         3.28        42           4.06         4.04           4.01          3.98

   17            3.31        3.31         3.30         3.30        43           4.11         4.09           4.06          4.02

   18            3.32        3.32         3.32         3.32        44           4.16         4.14           4.11          4.06

   19            3.34        3.34         3.34         3.33        45           4.22         4.20           4.16          4.11

   20            3.36        3.36         3.35         3.35        46           4.28         4.25           4.21          4.16

   21            3.38        3.38         3.37         3.37        47           4.34         4.31           4.27          4.21

   22            3.40        3.40         3.39         3.39        48           4.41         4.38           4.33          4.26

   23            3.42        3.42         3.41         3.41        49           4.48         4.44           4.39          4.31

   24            3.44        3.44         3.43         3.43        50           4.55         4.51           4.45          4.36

   25            3.46        3.46         3.45         3.45        51          4.62          4.58          4.52           4.42

   26            3.49        3.48         3.48         3.47        52          4.70          4.66          4.58           4.48

   27            3.51        3.51         3.50         3.49        53          4.79          4.74          4.65           4.54

   28            3.54        3.53         3.53         3.52        54          4.88          4.82          4.73           4.60

   29            3.56        3.56         3.55         3.54        55          4.97          4.91          4.80           4.66

   30            3.59        3.59         3.58         3.57        56          5.07          5.00          4.88           4.72

   31            3.62        3.62         3.61         3.60        57          5.17          5.10          4.97           4.78

   32            3.65        3.65         3.64         3.62        58          5.29          5.20          5.05           4.85

   33            3.68        3.68         3.67         3.65        59          5.41          5.31          5.14           4.91

   34            3.72        3.71         3.70         3.68        60          5.53          5.42          5.23           4.97

   35            3.75        3.75         3.73         3.72        61          5.67          5.54          5.33           5.04

   36            3.79        3.78         3.77         3.75        62          5.81          5.67          5.42           5.10

   37            3.83        3.82         3.81         3.78        63          5.97          5.80          5.52           5.16

   38            3.87        3.86         3.85         3.82        64          6.13          5.94          5.62           5.22

   39            3.92        3.90         3.89         3.86        65          6.31          6.08          5.72           5.28

   40            3.96        3.95         3.93         3.90





Form 2505 (VUL)-2/00
Page 31






                         SETTLEMENT OPTION TABLE II/Male
                                   (Continued)

                          (Per $1,000 of Net Proceeds)




Age of Payee                                                  Age of Payee
Nearest Birth                                                 Nearest Birth
date When First                                               date When First
Installment is          Monthly Installment                   Installment is                  Monthly Installment
Payable                                                       Payable

               5 Years     10 Years     15 Years     20 Years                 5 Years      10 Years       15 Years      20 Years
  Male         Certain      Certain      Certain      Certain     Male        Certain       Certain       Certain        Certain

                                                                                               
   66            6.49         6.23         5.82          5.33      91           14.64        9.64           7.09          5.75

   67            6.69         6.38         5.92          5.38      92           15.00        9.68           7.10          5.75

   68            6.90         6.54         6.02          5.43      93           15.34        9.72           7.10          5.75

   69            7.12         6.71         6.12          5.48      94           15.68        9.75           7.10          5.75

   70            7.35         6.87         6.21          5.52      95           16.00        9.78           7.10          5.75

   71            7.60         7.05         6.30          5.55      96           16.30        9.80           7.10

   72            7.86         7.22         6.39          5.59      97           16.59        9.81           7.10

   73            8.13         7.40         6.47          5.62      98           16.86        9.82           7.10

   74            8.42         7.57         6.55          5.64      99           17.11        9.83           7.10

   75            8.72         7.75         6.62          5.66      100          17.33        9.83           7.10

   76            9.04         7.92         6.69          5.68      101          17.53        9.83

   77            9.37         8.09         6.75          5.70      102          17.69        9.83

   78            9.72         8.26         6.81          5.71      103          17.82        9.83

   79           10.08         8.42         6.86          5.72      104          17.92        9.83

   80           10.44         8.57         6.90          5.73      105          18.00        9.83

   81           10.82         8.71         6.94          5.74      106          18.05

   82           11.21         8.85         6.97          5.74      107          18.08

   83           11.59         8.97         7.00          5.75      108          18.10

   84           11.99         9.09         7.02          5.75      109          18.11

   85           12.38         9.20         7.04          5.75      110          18.11

   86           12.76         9.29         7.05          5.75

   87           13.15         9.38         7.07          5.75

   88           13.53         9.46         7.08          5.75

   89           13.91         9.53         7.08          5.75

   90           14.28         9.59         7.09          5.75





Form 2505 (VUL)-2/00
Page 32








   This Policy is a FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                       This is a Non-Participating Policy

Death  benefits and other values  provided by this  contract,  when based on the
investment  experience of a separate  account,  are  variable.  These values may
increase or decrease based on investment experience and are not guaranteed as to
fixed  dollar  amount.  Death  benefits  are payable by us upon the death of the
insured.  There is no maturity date. Flexible premiums are payable by you during
the lifetime of the insured until the policy  anniversary  nearest the insured's
100th birth date.

               To obtain information or make a complaint, contact
                  Security Life of Denver Insurance Company at:

                             Customer Service Center
                                P. O. Box 173888
                             Denver, Colorado 80217

                        Toll Free Number: 1(800)848-6362

                    SECURITY LIFE OF DENVER INSURANCE COMPANY
                                 A Stock Company

Form 2505 (VUL)-2/00