PAN AMERICAN ASSURANCE
PAN-AMERICAN ASSURANCE COMPANY
A STOCK LIFE COMPANY
PAN-AMERICAN LIFE CENTER
NEW ORLEANS, LOUISIANA 70130

FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
PERIOD OF COVERAGE NOT GUARANTEED

Proceeds payable at Death of Insured. Adjustable Death Benefit - Flexible
Premiums Payable During Lifetime of Insured until the Maturity Date.
NONPARTICIPATING - NO ANNUAL DIVIDENDS.

THE DURATION OR AMOUNT OF THE DEATH BENEFIT MAY BE FIXED OR MAY VARY DEPENDING
ON THE INVESTMENT EXPERIENCE AND THE DEATH BENEFIT OPTION SELECTED. THE DEATH
BENEFIT IS DESCRIBED ON PAGE ___.

THE ACCUMULATED VALUE, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE
ACCOUNT, IS VARIABLE AND MAY INCREASE OR DECREASE. NO MINIMUM ACCUMULATED VALUE
IS GUARANTEED. WE AGREE TO PAY the benefits provided in the policy subject to
its terms and conditions. Signed for the Company at its Home Office in New
Orleans, Louisiana President Corporate Secretary RIGHT TO EXAMINE POLICY Within
20 days after this policy is first received, it may be canceled for any reason
by delivering or mailing it to our Home Office in New Orleans, Louisiana, or to
the agent through whom it was purchased. Upon cancellation we will return the
Accumulated Value. This is a legal contract between you and us. PLEASE READ YOUR
POLICY AND APPLICATION CAREFULLY We, our, and us refer to Pan-American Assurance
Company. You and your refer to the Owner of this policy. In force means that the
insurance under the policy is being continued for the Death Benefit. Monthly
Anniversary Day is the day of the month the Monthly Deductions are charged.

ALPHABETICAL GUIDE

..................

POLICY PROVISIONS
Policy Schedule
Table of Guaranteed Maximum Insurance Rates
Payment of Proceeds
Ownership
Beneficiary
Premiums and Reinstatement
Separate Account
Fixed Account
Loan Account
Transfers
Policy Values
Charges
Surrenders
Loans
Paid-Up Insurance
Excess MEC Premium Refund Option
Insurance Coverage Provisions
Optional Methods of Settlement
General Provisions

POLICY SCHEDULE

EFFECTIVE COST OF RATE YEARS
BENEFIT DATE INSURANCE CLASS PAYABLE

NOTE: MATURITY DATE IS THE POLICY ANNIVERSARY NEAREST THE INSURED'S 100TH
BIRTHDAY. IF INCREASES IN THE SPECIFIED AMOUNT OR OTHER POLICY CHANGES
RESULT IN MULTIPLE MATURITY DATES, THE MATURITY DATE WILL THEN BE
MODIFIED TO BE THE FIRST OF ALL SUCH MATURITY DATES. IT IS POSSIBLE THE
COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE.

ADMINISTRATIVE CHARGE: [$12] per month in the first Policy Year, [$10] per month
thereafter.

ASSET CHARGE: During the first ten Policy Years, the charge is 0.75% of the
Separate Account, assessed daily. The daily charge is 0.002055%. After
the first ten Policy Years, the charge is 0.25% of the Separate
Account, assessed daily. The daily charge is 0.000685%.

MONTHLY SELECTION AND ISSUE CHARGE PER $1,000 OF SPECIFIED AMOUNT:

POLICY YEARS
1 2-[20] [21]-Maturity
First [$100,000] Specified Amount: [$1.50] [$0.50] [$0.00]
Next [$400,000] Specified Amount: [$1.00] [$0.30] [$0.00]
Next [$500,000] Specified Amount: [$0.50] [$0.15] [$0.00]
Above [$1,000,000] Specified Amount: [$0.05] [$0.00] [$0.00]

PREMIUM EXPENSE CHARGES: [7.0%] of each premium paid for policy years 1-[20] and
[4.0%] of each premium paid for policy years [21] and
later.

EXCLUSION PERCENTAGE: [50%]

PLANNED PREMIUM PAYMENTS:

MINIMUM MONTHLY PREMIUM: MINIMUM PREMIUM PERIOD:

SURRENDER CHARGE PERIOD: [180] MONTHS

MINIMUM SPECIFIED AMOUNT: [$50,000]

COUNTERSIGNED BY:

INSURED AGE AND GENDER

POLICY DATE MATURITY DATE

MONTHLY ANNIVERSARY DAY POLICY NUMBER

INITIAL SPECIFIED AMOUNT

DEATH BENEFIT OPTION

EXCESS MEC PREMIUM REFUND OPTION [ELECTED/NOT ELECTED]

OWNER: AS STATED IN THE APPLICATION UNLESS SUBSEQUENTLY CHANGED IN ACCORDANCE
WITH THE PROVISIONS OF THE POLICY

THE SEPARATE ACCOUNT: PAN-AMERICAN SEPARATE ACCOUNT A

INITIAL SEPARATE ACCOUNT FUNDS AVAILABLE:
FUND 1 FUND 2 FUND 3 FUND 4 FUND 5 FUND 6 FUND 7

ALLOCATION IN RIGHT TO EXAMINE POLICY PERIOD:[No extra restrictions/Restricted.]

TRANSFER CHARGES: Maximum of [$25] after the first [12] transfers.

MINIMUM TRANSFER AMOUNT: [$50] or entire balance, if less.

MINIMUM AMOUNT REMAINING AFTER TRANSFER: [$100]

MAXIMUM POLICY YEAR TRANSFER FROM FIXED ACCOUNT: No less than the greater of
[$500] and [25%] of the Fixed Account value as of the beginning of the
Policy Year.

TABLE OF SURRENDER CHARGES
(IN DOLLARS)

INSURED XXXXX POLICY NUMBER XXXX

POLICY YEARS 1 THROUGH 5 (ALL MONTHS): [XXXX]

MONTH P O L I C Y Y E A R

- ---------- 6 7 8 9 10 11 12 13 14 15

1 XX XX XX XX ...
2 XX XX ...
3 ... ... ...
...
12 XXX XXX ...

THIS TABLE APPLIES TO THE INITIAL POLICY FOR THE SURRENDER CHARGE PERIOD.

AN ADDITIONAL SURRENDER CHARGE WILL APPLY TO EACH INCREASE IN THE SPECIFIED
AMOUNT FOR A SURRENDER CHARGE PERIOD FROM THE DATE OF SUCH INCREASE WHICH WILL
BE STATED IN THE POLICY CONTRACT AMENDMENT.

IN ADDITION, A CHARGE WILL BE ASSESSED AGAINST THE ACCUMULATION VALUE ANY TIME A
PARTIAL SURRENDER IS MADE. A CHARGE WILL ALSO BE ASSESSED AGAINST THE
ACCUMULATED VALUE IF A DECREASE IS MADE DURING THE FIRST 5 POLICY YEARS OR
WITHIN 5 YEARS AFTER AN INCREASE. SEE YOUR POLICY FOR FURTHER DETAILS.

TABLE OF GUARANTEED
MAXIMUM INSURANCE RATES
NONSMOKER RATE CLASSIFICATION
MALE
MONTHLY COST OF INSURANCE

Attained Age Rate per $1,000

These rates do not include the cost of any Riders, or extra ratings.

PAYMENT OF PROCEEDS

Proceeds - Proceeds means the amount payable:

o On the Maturity Date; or

o On the surrender of this policy; or

o After receipt of proof of the death of an insured person.

The proceeds payable on the death of the Insured shall be the Insured's Death
Benefit, less any indebtedness, as of the close of the Business Day that
sufficient proof of claim has been received and accepted by us. The proceeds
payable on the death of any person insured by rider shall be as provided in the
rider. If the policy is surrendered, the proceeds shall be the Cash Surrender
Value as of the close of Business Day when the surrender occurs, less any
indebtedness. On the Maturity Date, the proceeds shall be the Cash Surrender
Value as of the close of business on the Maturity Date, less any indebtedness.

The proceeds are subject to any adjustments provided in the Age and Gender,
Grace Period, Incontestability, and Suicide sections.

Payment of Proceeds - The proceeds are subject first to any indebtedness to us
and then to the interest of any assignee of record. Payments to satisfy any
indebtedness to us and any assignee shall each be paid in one sum. Unless an
Optional Method of Settlement is elected, the balance of any Death Benefit shall
be paid in one sum to the designated Beneficiary. If no Beneficiary survives,
the proceeds shall be paid in one sum to you, if living; otherwise to any
contingent owner, if living; otherwise to the estate of the last owner to die.
Unless an Optional Method of Settlement is elected, any proceeds payable on the
Maturity Date or upon surrender of this policy shall be paid to you in one sum.

OWNERSHIP

Control of Policy - The Owner shall be as shown in the application or subsequent
written endorsement. Subject to the rights of any irrevocable Beneficiary and
any assignee of record with us, all rights, options, and privileges belong to:

o You, if living; otherwise

o Any contingent Owner or Owners, if living; otherwise

o The Insured.

We reserve the right to require this policy for endorsement of any assignment,
loan, change of Beneficiary or ownership designation, surrender, amendment, or
modification. Consistent with the terms of the Beneficiary designation and any
assignment during the Insured's lifetime, you may:

o Assign or surrender this policy;

o Make or repay a loan;

o Amend or modify this policy with our consent;

o Exercise any right, receive any benefit; and enjoy any privilege
contained in this policy.

If this policy is owned jointly by two or more parties, all transactions require
the signatures, consent, or other necessary requirements of all such parties.
However, telephone transfers and premium allocation instructions will be
accepted by any owner unless otherwise directed.

Assignment - An assignment shall be accepted by us only if it is made in writing
and filed with us at our Home Office. Assignments may require that the form be
executed before a notary, according to our then current processing standards.
Further, assignments require the consent of any irrevocable beneficiaries.

We will not be responsible for the validity of any assignment. Payment of any
proceeds shall be subject to the rights of any assignee of record at our Home

Office. A collateral assignment is not a change of ownership, and an assignee
cannot change the Owner or Beneficiary, or elect or change an optional method of
payment.

BENEFICIARY

Designation - The application contains the Beneficiary(ies) and their designated
class. Any payments made to the Beneficiary(ies) will be made according to their
class. When there is more than one Beneficiary of the same class, payments will
be shared equally among them unless otherwise stated. Death of a Beneficiary -
If a Beneficiary dies before the Insured, the payments will be made to:

o Any Beneficiary(ies) of that class, if living; otherwise

o Any Beneficiary(ies) of the next class if living; otherwise

o The Owner, if living; otherwise

o The estate of the Owner.

If a Beneficiary dies within 15 days after the Insured, but before proof of the
Insured's death is received by us, payments will be made as though the
Beneficiary had died before the Insured.

Change of Beneficiary - You may change any Beneficiary at any time during the
Insured's lifetime unless otherwise provided in the previous designation. The
new designation must be made by a signed notice in satisfactory form to our Home
Office. The change will take effect on the date the notice was signed subject to
any action taken by us before recording the change.

PREMIUMS AND REINSTATEMENT

Payment of Premiums - The Minimum Initial Premium is the minimum amount of
initial premium that you must submit on or before the Policy Date. The Minimum
Initial Premium is equal to one Minimum Monthly Premium, as shown in the Policy
Schedule. The amounts and frequency of Planned Premium Payments are shown on the
Policy Schedule. Policy anniversaries occur annually and are computed from the
Policy Date.

The policy will not take effect until it has been delivered and the Minimum
Initial Premium has been paid prior to death and prior to any change in health
as shown in the application.

The Minimum Initial Premium and all other premiums are payable at our Home
Office. Receipts will be furnished upon request.

Changes in the frequency and amount of Planned Premium Payments may be made by
you. We reserve the right to limit the amount of any increase. We will send
premium payment notices to you on written request. The notices may be sent
annually, semi-annually or quarterly. All premium payments must be at least
$25.00.

Additional premium payments may be made at any time during the continuance of
this policy and prior to the Maturity Date. We reserve the right to limit the
number and amount of additional premium payments.

If you make a premium payment which immediately increases the net amount at risk
under this policy, we reserve the right to return the payment until the insured
receives prior approval from underwriting. You will need to re-submit that
premium upon approval from underwriting.

There is a limit on premiums for the policy to qualify as a life insurance
contract. The portion of any premium payment received in excess of that limit
shall be refunded.

Your policy may carry the Excess MEC Premium Refund Option, as shown on the
Policy Schedule and as described in the Excess MEC Premium Refund Option
section, below. If your policy carries this option and if the premium payment
exceeds the then current maximum premium calculation under IRC 7702A, then the
excess premium will not be applied to the policy. If the policy does not carry
the Excess MEC Premium Refund Option, then all premium payments are applied to
the policy subject to all other applicable policy provisions.

The minimum premiums required to keep the policy in force during the Minimum
Premium Period are outlined in the Insufficient Cash Surrender Value section of
the policy.

Allocation of Premiums - We allocate the initial net premium to the Accumulated
Value on the later of the Policy Date or the date we receive the premium at our
Home Office. If your Policy Schedule indicates a restricted allocation in the
Right to Examine Policy Period, then all Separate Account Fund allocations in
the Right to Examine Policy Period are directed into the Fixed Account or
equivalent Separate Account Fund that we have designated. In those cases, at the
end of the Right to Examine Policy Period, the Accumulated Value is reallocated
in accordance with the premium allocation instructions on record.

We reserve the right to limit availability of and allocations to the Separate
Account and Fixed Account. Premium allocation instructions must be at least 1%
and must be in whole percentages, unless allowed by us otherwise.

Subsequent net premiums are allocated according to the premium allocation
instructions on record, and you may change the premium allocation instructions
at any time by written notice in a form satisfactory to our Home Office.

Continuation of Insurance - In the event Planned Premium Payments are not
continued, insurance coverage under this policy and any benefits provided by
rider will be continued in force. Such coverage shall continue until the Cash

Surrender Value is insufficient, as described in the Grace Period section,
below.

When the Cash Surrender Value is insufficient, the policy enters the Grace
Period as provided in the Grace Period section. This provision shall not
continue the policy beyond the Maturity Date nor continue any rider beyond the
date for its termination, as provided in the rider.

Grace Period - A Grace Period of 65 days will be granted for the payment of a
premium sufficient to cover the Monthly Deduction described in the Charges
section. The Grace Period will begin either on the Monthly Anniversary Day on
which the Cash Surrender Value becomes insufficient to keep the policy in force
or on the date notice is sent to you, the earlier of which is allowed by law.

The Cash Surrender Value would be considered insufficient when the Cash
Surrender Value less any indebtedness on any Monthly Anniversary Day is not
sufficient to cover the Monthly Deduction for the next month.

Notice of the premium necessary to remove the policy from the Grace Period will
be mailed to your last known address. If such premium is not paid within the
Grace Period, all coverage under the policy will terminate without value at the
end of the 65 day period. If a death occurs during the Grace Period, the
proceeds paid will equal the Death Benefit at the start of the Grace Period,
plus any applicable benefits provided by rider, less any indebtedness and less
overdue Monthly Deductions as of the date of death.

Insufficient Cash Surrender Value - During the Minimum Premium Period as shown
on the Policy Schedule, the Cash Surrender Value will not be considered
insufficient to keep the policy in force if the sum of the total premiums paid
to date:

o less all Partial Surrenders to date, and
o less any indebtedness,

equals or exceeds the Minimum Monthly Premium times the number of months since
the Policy Date, including the current month. In this case the policy will
remain in effect. If there is a change in riders or in Specified Amount during
the Minimum Premium Period the minimum premium will be recalculated.

In other circumstances when the above premium requirements are not met and if
the Cash Surrender Value becomes insufficient, the policy shall terminate
subject to the Grace Period section. Note that once the policy is terminated,
there is no coverage unless we specifically approve reinstatement. For example,
if we assess any additional Monthly Deductions, whether it be accidental or
otherwise, the deduction shall be credited back to the Cash Surrender Value and
the policy is not reinstated.

Reinstatement - If this policy terminates, as provided in the Grace Period
section, it may be reinstated at any time within five years after the date of
termination and prior to the Maturity Date. The reinstatement is subject to:

1. the Insured satisfactory to us to reinstate the basic policy; and

2. any person covered by any rider to reinstate the rider to the policy; and

3. the policy in force for two months; and

4. Indebtedness against the policy; and

5. that was in effect at the time of lapse.

Payments to reinstate the policy will be allocated according to the last premium
allocation instructions on record. The effective date shall be the Monthly
Anniversary Day on which we resume assessing the Monthly Deductions.

This policy cannot be reinstated if it has been surrendered for its full Cash
Surrender Value.

SEPARATE ACCOUNT

We have established the Separate Account designated on the Policy Schedule to
hold the assets that underlie the contracts. The Separate Account is subdivided
into Funds, as shown on the Policy Schedule along with the Fixed Account. The
assets of the Separate Account are held in our name on behalf of the Separate
Account and legally belong to us. The assets of the Separate Account shall be
available to cover the liabilities of the general account of the insurer only to
the extent that the assets of the Separate Account exceed the liabilities of the
Separate Account arising under the variable life insurance policies supported by
the Separate Account. The assets of the Separate Account will not be charged
with liabilities arising out of any other business we may do. The assets of the
Separate Account shall be valued at least as often as any policy benefits vary,
which is at least monthly.

Business Day - A Business Day is any day on which the Funds are valued; this
will be any date on which the New York Stock Exchange is open for trading and we
are open for business.

Variable Accumulated Value - The Variable Accumulated Value of this policy
equals the sum for all Separate Account Funds of:

(a) the number of Accumulation Units credited to a Fund; multiplied by

(b) the appropriate Accumulation Unit Value.

Accumulation Units - Accumulation Units are used to keep track of your
Accumulated Value in a Separate Account Fund. The value of your contract is
affected by the investment performance of the portfolios, the expenses of the
portfolios, and the deduction of charges under the contract. The value of an
Accumulation Unit may go up or down without limit.

Initially, the Accumulation Unit Value for each Separate Account Fund was
arbitrarily set. Every Business Day, we determine the value of an Accumulation
Unit for each of the Separate Account Funds by multiplying the Accumulation Unit
Value for the previous period by a factor for the current period. The factor is
determined by dividing the value of a Separate Account Fund share at the end of
the current period (reflecting charges for taxes and credits for dividends) by
the value of a Separate Account Fund share for the previous period.

Crediting and Deducting of Accumulation Units - We credit and deduct amounts
allocated to the Separate Account by increasing or decreasing the number of
Accumulation Units. The number of Accumulation Units to be credited or deducted
is determined by dividing:

(1) the dollar amount credited to or deducted from the particular
Separate Account Fund, by

(2) the Accumulation Unit Value for the particular Separate Account
Fund at the end of the Business Day during which the allocation
is made.

Accumulation Units are credited when Net Premiums are allocated or amounts are
transferred into a Separate Account Fund. Accumulation Units are deducted when
the Monthly Deduction is assessed or when amounts are partially surrendered or
transferred out of a Separate Account Fund.

Addition, Deletion, or Substitution of Investments - We reserve the right to
modify the structure or operation of the Separate Account. This may include but
is not limited to discontinuing one or more of the Funds or substituting one of
the Funds you have selected with another Fund. We may make corresponding changes
to this policy as may be necessary to reflect the change. If we make any such
modifications, we guarantee that it will not affect your Accumulated Value at
the time such modification is made.

FIXED ACCOUNT

The Fixed Account consists solely of the "Declared Rate of Interest Division,"
and the two terms are used interchangeably. The Fixed Account is part of our
general account and is combined with the assets from other products, all of
which are used to back the general liabilities made by the Company. The Fixed
Account is not part of our Separate Account.

Interest Rate - The guaranteed interest rate applied to the Accumulated Value in
the Fixed Account is 0.246627 percent per month, compounded monthly. This is
equal to 3 percent per year compounded yearly. Interest in excess of the
guaranteed rate may be applied in the calculation of Accumulated Values in a
manner as determined by us.

Fixed Accumulated Value- The Fixed Accumulated Value of this policy at any time
equals:

(a) the total of all Net Premiums allocated to the Fixed Account;
plus

(b) interest credited to the Fixed Account; plus

(d) the total of all amounts transferred from the Fixed Account to the Separate
Account and the Loan Account; minus

(e) the total of all Monthly Deductions charged against the Fixed
Account; minus

(f) the total of all Partial Surrenders from the Fixed Account.

LOAN ACCOUNT

When we issue a loan, we transfer an amount equal to the loan from the Separate
Account and Fixed Account into a Loan Account as collateral for the loan. You
may specify that the transfer be made from specific Separate Account Funds. If
you make no specification, this transfer is made in proportion to the
Accumulated Value in the Separate Account and Fixed Account. There is no charge
for these transfers and they do not count against the free transfer limit. For
more information on loans, please reference the Loans section, described below.

Loan Credited Rate - We will credit interest to the Loan Account on a daily
basis. There will be two credited rates. The standard portion will have a
credited rate no less than the rate charged for indebtedness less [2.00%]. The
preferred portion will have a credited rate no less than the rate charged for
indebtedness less [0.00%]. The rate charged for indebtedness is [8.00%], as
described in the Loans section. In Policy Years 1 through [5], we will apply the
standard rate to the entire Loan Account. In Policy Years [6] through [10], we
will apply the preferred rate to the value in the Loan Account up to 10% of the
Accumulated Value. For the amount in excess of 10% of the Accumulated Value, we
will apply the standard rate. In Policy Years [11] and later, we will apply the
preferred rate to the entire Loan Account.

TRANSFERS

You can make a transfer to or from a Separate Account Fund or to or from the
Fixed Account by providing us with written notice. The transfer will be made as

of the end of the Business Day during which we receive the request, and transfer
requests will not change the premium allocation instructions. No transfers may
be made before the end of the Right to Examine Policy Period. The following
apply to any transfer:

1. We reserve the right to limit transfers from the Fixed Account in
total for any Policy Year according to the terms on the Policy
Schedule.

2. The transfer charge is shown on the Policy Schedule. If
applicable, the charge will be deducted from the account(s) from
which the transfer is made on a pro-rata basis. If there are
insufficient funds in those accounts, the charge will be deducted
from the amount transferred.

3. The minimum amount which you can transfer is shown on the Policy
Schedule.

4. The minimum amount you must leave in a Separate Account Fund,
unless the entire amount is being transferred, is shown on the
Policy Schedule.

5. Your right to make transfers is subject to modification if we
determine, in our sole opinion, that the exercise of the right by
one or more owners is, or would be, to the disadvantage of other
owners. Restrictions may be applied in any manner reasonably
designed to prevent any use of the transfer right which is
considered by us to be to the disadvantage of other owners. A
modification could be applied to transfers to, or from, one or
more of the Funds and could include, but is not limited to:

a. the requirement of a minimum time period between each transfer;

b. not accepting a transfer request from a party or parties acting
on behalf of more than one owner; or

c. limiting the dollar amount that may be transferred between Funds
by an owner at any one time.

6. We reserve the right, at any time, and without prior notice to
any party, to terminate, suspend or modify the transfer
privilege. Transfers are made such that the Accumulated Value on
the date of transfer will not be affected by the transfer, except
for the deduction of any transfer charge.

POLICY VALUES

Net Premium - A net premium is the premium paid less the percentage of premium
expense charge shown on the Policy Schedule. Accumulated Value - The Accumulated
Value at any date is equal to the sum total of the values in the Separate
Account, the Fixed Account, and the Loan Account. The Accumulated Value on each
Business Day after the Policy Date will be:

1. the Accumulated Value on the prior Business Day; plus

2. any Net Premium for the policy allocated since the prior Business Day;
plus or minus

3. the positive or negative investment experience on amounts allocated to
the Separate Account, as reflected by the change in value of the
Accumulation Units;

4. plus Account and the Loan Account;

5. less charges paid since the prior Business Day; less

6. any Monthly Deduction or transfer charges assessed 6. Cash Surrender
Value - The Accumulated Value less any Surrender Charge.

CHARGES

Premium Expense Charges - The Premium Expense Charges are deducted when the
premium is received. The Premium Expense Charges are shown on the Policy
Schedule.

Monthly Deduction - The Monthly Deduction is the sum of:

1. the Cost of Insurance Charge;
2. the Administrative Charge;
3. the Selection and Issue Charge; and
4. the cost for any Policy riders

The Monthly Deduction is deducted on the Policy Date and each Monthly
Anniversary Day, thereafter. We deduct the Monthly Deduction pro-rata from the
Separate Account Funds and the Fixed Account based on your amounts in each.

Cost of Insurance - The cost of insurance is determined on a monthly basis. The
cost of insurance is determined separately for the initial Specified Amount and
for any subsequent increases.

If the Insured's Death Benefit is Option 1 or Option 3 and is greater than the
applicable percentage (as defined on page xx) of the policy's Accumulated Value,
the cost of insurance for the Insured is calculated as (a), multiplied by the
result of (b) minus (c), where:

(a) Is the cost of insurance rate as described in the Cost of
Insurance Rates section;

(b) Is the Insured's Death Benefit at the beginning of the policy
month;

If the Insured's Death Benefit is Option 2 and is greater than the applicable
percentage (as defined on page xx) of the policy's Accumulated Value, the cost
of insurance for the Insured is calculated as (a) multiplied by (b), where:

(a) Is the cost of insurance rate as described in the Cost of
Insurance Rates section;

(b) Is the Specified Amount at the beginning of the policy month.

If the Insured's Death Benefit is equal to the applicable percentage (as defined
on page xx) of the policy's Accumulated Value, the cost of insurance for the
Insured is calculated as (a) multiplied by (b) multiplied by (c), where:

(a) Is the cost of insurance rate as described in the Cost of
Insurance Rates section;

(b) Is the applicable percentage (as defined on page xx) minus 1;

If the Insured's Death Benefit is Option 1 or Option 3 and there have been
increases in the Specified Amount, then the Accumulated Value shall be first
considered a part of the initial Specified Amount. If the Accumulated Value
exceeds the initial Specified Amount, it shall then be considered a part of
additional Specified Amounts resulting from increases in the order of the
increases. For Option 3, premiums and Partial Surrenders shall be allocated
proportionately to each Specified Amount.

Cost of Insurance Rates - The monthly cost of insurance rate is based on the
gender, attained age, policy year and rating class at issue or date of increase
of the person insured. Attained age means age nearest birthday on the prior
policy anniversary. We reserve the right to adjust the monthly cost of insurance
rates uniformly by class based on changing expectations. However, the cost of
insurance rates will not be greater than those shown in the Table of Guaranteed
Maximum Insurance Rates.

The guaranteed cost of insurance rates are based on the gender distinct 1980 CSO
Smoker or Nonsmoker Mortality Table, Age Nearest Birthday. Asset Charge - The
Asset Charge is shown on the Policy Schedule and is reflected in the unit
values. Administrative Charge - The Administrative Charge is shown on the Policy
Schedule.

Selection and Issue Charge - The Selection and Issue Charge is shown on the
Policy Schedule.

Surrender Charge - A charge will be made against the Accumulated Value if this
policy is surrendered within the surrender charge period. The Surrender Charge
is shown on the Policy Schedule. If there is an increase in the Specified

Amount, additional surrender charges will apply to the amount of the increase.
These additional surrender charges apply for a surrender charge period following
the increase in Specified Amount which appears on the policy contract amendment
that places the increase in effect.

Taxes - We reserve the right to deduct any taxes levied by any government entity
which, at our sole discretion, are determined to have resulted from the
administration of this policy.

Basis of Computations - Minimum cash surrender values and paid-up insurance are
based on the gender distinct 1980 CSO Smoker or Nonsmoker Mortality Table, Age
Nearest Birthday. Interest on amounts allocated to the Fixed Account receive a
minimum interest of 3 percent per year compounded yearly. Cash Surrender Values
are at least equal to those required by the state in which this policy was
delivered. Where required, a detailed statement of the method of computation of
Cash Surrender Values and reserves under this policy has been filed with the
insurance department of the state to which this policy was delivered.

SURRENDERS

Surrender and Cash Surrender Value - This policy may be surrendered at any time
during the lifetime of the Insured upon written request by you to us. The amount
payable on surrender of this policy shall be the Accumulated Value, less any
indebtedness, on the close of business on the date of surrender, less any
Surrender Charge.

The amount may be paid as a lump sum or under an elected Optional Method of
Settlement. We reserve the right to defer payments according to the "Deferral of
Payments" subsection of "General Provisions," described below. If this policy is
surrendered, coverage shall terminate as of the date of surrender.

Partial Surrender - A Partial Surrender of this policy may be made at any time
after the first policy anniversary and during the lifetime of the Insured, by
your request. The Partial Surrender may be any amount not to exceed the current
Cash Surrender Value, less any indebtedness.

When a Partial Surrender is made, the amount of the Partial Surrender will be
deducted from the Accumulated Value. The deduction will be made from the Funds
and the Fixed Account in proportion to your amounts in each, unless you request
deduction from specific Funds of the Separate Account.

A Partial Surrender Charge will be deducted from the Accumulated Value equal to
the larger of $25.00 or (a) multiplied by the ratio, not to exceed 1, of (b)
minus (c), all divided by (d), where:

(a) Is the Surrender Charge;

(b) Is the sum of the Partial Surrender amount and all previous
Partial Surrenders;

(d) Is the Cash Surrender Value. In symbols, this charge can be
stated as:

[GRAPHIC OMITTED] The charge will always be at least $25.00. After the Partial
Surrender, the Surrender Charge will be reduced by the Partial Surrender Charge.
Once the Surrender Charge is equal to zero, a fee of $25.00 will be deducted
from any future Partial Surrender amount.

Under Death Benefit Option 1, the Specified Amount will be reduced by the amount
surrendered plus any surrender charge made. The remaining Specified Amount must
be at least equal to the Minimum Specified Amount shown on the Policy Schedule.
The Partial Surrender will reduce insurance in the same order as shown in the
Changes in Insurance Coverage provision for the decrease in Specified Amount.
The Specified Amount is not reduced for Options 2 or 3.

We will restrict you to no more than two Partial Surrenders in any policy year.

We reserve the right to defer payments according to the "Deferral of Payments"
subsection of "General Provisions," described below.

LOANS

Cash Loans - After the first policy anniversary and during the continuance of
this policy, we will grant a loan against the policy provided a satisfactory
assignment of the policy is made to us.

The policy will be the sole security for the loan. The amount of the loan with
interest to the next policy anniversary may not exceed the Cash Surrender Value,
less any indebtedness, as of the date of the policy loan. We reserve the right
to defer a loan for the period permitted by law, but not for more than 6 months.

Interest Charged on Loans - Interest accrues daily to the Loan Account according
to the provisions of that section. Further, we will charge for indebtedness with
the interest due on each policy anniversary. The rate charged for indebtedness
is [8.00%]; however, we reserve the right to adjust the rate only if it would be
tax advantageous to the majority of policyholders to do so.

If you do not pay interest when due, we will add that amount to the loan. We
will make a transfer from the Separate Account and the Fixed Account into the
Loan Account as collateral for the interest due. The amount we transfer is the
amount by which the interest due exceeds the interest which has been credited on
the Loan Account. The transfer is made pro-rata from the Separate Account Funds
and the Fixed Account based on your amounts in each.

Repayment of Loans - You may repay a loan in full or in part at any time while
this policy is in force and the Insured is alive. When a loan repayment is made,
the amount of the Loan Account equivalent to the amount of loan repayment is
transferred to the Separate Account and Fixed Account based on the last premium
allocation instructions on record.

If you make a premium payment which exceeds your Planned Premium Payment, and
your policy has an outstanding loan balance, the payment will be divided into
two pieces. The portion of the payment equal to the Planned Premium Payment will
be applied as a premium payment. The portion of the payment in excess of the
Planned Premium Payment will be applied toward the repayment of your loan.

PAID-UP INSURANCE

We will, upon request in writing, grant Paid-Up Insurance. The insurance is
payable on the same conditions as the Insured's Death Benefit, but for a reduced
amount. The reduced amount is the amount the Cash Surrender Value, less any
indebtedness, will buy as a single premium at the attained age of the Insured.
The insurance has a Cash Surrender Value and is nonparticipating. The Cash
Surrender Value of the paid-up insurance is based on the gender distinct 1980
CSO Smoker or Nonsmoker Mortality Table, Age Nearest Birthday, and interest at
3%. After making the change to paid-up insurance, there is no further investment
in the Separate Account. The election of Paid-Up Insurance is permanent.

EXCESS MEC PREMIUM REFUND OPTION [LIKELY TO BE REPLACED BY WORDING SUGGESTED BY
ATTORNEYS.]

With this election, we will automatically refund any premium payment that would
otherwise make the policy a Modified Endowment Contract (MEC) as defined by the
Internal Revenue Code ss.7702A. This option does not provide a comprehensive
guarantee that universally protects your policy from becoming a MEC. Rather, it
simply provides an automatic and more efficient mechanism for returning premiums
that were unintended. Examples of cases where your policy may become a MEC
despite the presence of this election is if you were to request certain
decreases against your Specified Amount or if the tax law were to change. There
are other scenarios that would also cause your policy to become a MEC despite
the presence of this option. However, this election does block a potential
irrevocable MEC "problem" for the majority of cases that would generally
otherwise cause MEC status.

The presence of this feature does not imply, in any way, that we are providing
tax advice. Please consult your tax advisor for tax advice.

This election is shown on the Policy Schedule. As long as the policy is not
classified as a MEC, you may elect this option at any time by notifying us. You
may also cancel this option at any time by submitting a signed, written notice
to the Home Office in a format acceptable to us.

INSURANCE COVERAGE PROVISIONS

Insured's Death Benefit - Subject to the provisions of this policy, the
Insured's Death Benefit at any time prior to the Maturity Date shall be as
follows:

Option 1, the Specified Amount includes the Accumulated Value - The Insured's
Death Benefit is the Specified Amount, and the Death Benefit remains level.

Option 2, the Specified Amount is in addition to the Accumulated Value - The
Insured's Death Benefit at any time shall be equal to the Accumulated Value plus
the Specified Amount.

Option 3, the Specified Amount is in addition to Premiums paid - The Insured's
Death Benefit at any time shall be equal to the Specified Amount plus the sum
total of all premiums paid less the sum total of all Partial Surrenders.

Change in Type of Coverage - You, by written request, after the first policy
year may change between Options 1 and 2 of the Death Benefit provision, subject
to the following:

o If the change is from Option 2, the Specified Amount after such
change shall be equal to the Specified Amount prior to such
change less the Accumulated Value on the date of change.

o If the change is from Option 2 to Option 1, the Specified Amount
after such change shall be equal to the Specified Amount prior to
such change plus the Accumulated Value on the date of change.

You may not make a change to or from Option 3.

Changes in Insurance Coverage - At any time after the first policy anniversary,
insurance coverage may be increased or decreased by written request from you to
change the Specified Amount, subject to the following conditions:

1. In no event shall the Insured's Death Benefit be less than the
percentage of the policy's Accumulated Value shown below.

[Insert table]

2. Any decrease shall reduce insurance in the following order:

o Against insurance provided by the most recent increase;

o Against the next most recent increases successively; and

o Against insurance provided under the original application.

3. A charge will be made against the Accumulated Value if a decrease
occurs during the first five policy years or within 5 years after
an increase. The charge will be a portion of the surrender
charge. The charge will apply to surrender charges for increases
and the original amount of insurance in the same order as the
reduction in insurance mentioned in 2. The remaining surrender
charge will be equal to the previous surrender charge less the
charge assessed because of the decrease. There may be a
recalculation of the minimum premium.

4. The Specified Amount in effect after any requested decrease must
be at least as large as the Minimum Specified Amount shown on the
Policy Schedule.

5. Any request for an increase must be applied for on a supplemental
application. Such increase shall be subject to evidence of
insurability satisfactory to us. An increase shall also be
subject to the sufficiency of the Cash Surrender Value, less any
indebtedness, to cover the next Monthly Deduction. Any increase
will become effective on the effective date shown on the policy
schedule or the Policy Contract Amendment. For each increase in
Specified Amount, there is a corresponding schedule of surrender
charges which applies to that increase for a surrender charge
period stated in the contract amendment.

OPTIONAL METHODS OF SETTLEMENT

Settlement Options - Any proceeds payable under this contract will be paid in
one sum unless otherwise elected. The following settlement options are
available:

1. Proceeds left at interest - The proceeds may be held by us.
Interest will be paid at a guaranteed rate of 3% compounded
annually; it will be payable at the end of every month, 3 months,
6 months, or 12 months as elected. The proceeds must be held for
at least 6 months. The proceeds will be held during the longer of
the Payee's lifetime or 30 years. Withdrawals of $100.00 or more
may be made from the proceeds as often as every month. When the
proceeds become less than $5,000, it will be paid in one sum.

2. Payments for a Fixed Period - Equal monthly payments will be made
for the number of years elected, up to 30 years. Interest will be
paid at a guaranteed rate of 3% compounded annually.

OPTION 2 MONTHLY PAYMENTS PER $1,000 OF PROCEEDS

[Insert
table]

3. Payment of a Fixed Amount - Equal payments may be made every
month, 3 months, 6 months, or 12 months as elected. The total
paid each year must be at least 5% of the proceeds settled.
Interest on the balance will be credited each year at 3%
compounded annually.

Payments will be made until the proceeds with interest have been paid.

4. Life Income Payments - Equal monthly payments may be made as
elected:

o Straight Life - payments will be made during the Payee's
lifetime.

o Guaranteed Period - Payments will be guaranteed for 10 or 20
years, as elected. The payments will continue after the
guaranteed period for the Payee's lifetime.

o Installment Refund - Payments will be made during the Payee's
lifetime. The payments will continue until the total amount paid
equals the proceeds under this option even if beyond the Payee's
lifetime.

Excess interest will be paid only during the guaranteed period as declared by
us.

OPTION 4
LIFE INCOME PAYMENTS
MONTHLY PAYMENTS PER $1,000 OF PROCEEDS

The age will be the Payee's nearest birthday on the first payment date.
[Insert table]

The proceeds may be paid in any other manner approved by us.

Election of Settlement Option - The settlement option may be elected as follows:

o By You - during the Insured's lifetime, you may elect a
settlement option. The option may be changed if you have reserved
that right.

o By Beneficiary - If no election is in force at death of the
Insured, the Beneficiary may elect a settlement option within 3
months from when the proceeds become payable.

An election of change must be in writing to us. A change in Beneficiary revokes
any previous payment election. Once payment has begun, the settlement option
cannot be changed.

When an option is elected by a person other than a Payee, the Payee may not
advance or assign payments, receive payments in a single sum, or make any other
change unless the person making the election has so directed in writing.

Payee - The Payee must be the Insured, Owner, or a Beneficiary. If the Payee is
not a natural person, then only options 1, 2, and 3 are available. The Payee
must receive payments in his own right and not as an assignee. If any payments
remain at the death of a Payee, payments will be made by the terms of the
payment contract. If no such payment contract is in-force, we will pay the
commuted value of all future remaining payments, as actuarially calculated by
us.

Minimum Amount - The minimum amount of proceeds applied under a Settlement
Option is $5,000. Each payment must be at least $50.00. If a payment becomes
less than $50.00, payments will be made less often so that the amount of each
payment is at least $50.00.

Additional Interest - Any additional interest will be paid on the payment due on
each anniversary of the payment contract. The rate will be declared each
calendar year by us.

GENERAL PROVISIONS

Policy Contract - This policy, the attached application and any riders,
amendments or endorsement make up the entire contract. It is based on the
application and the payment of the Minimum Monthly Premium. All statements made
by the Insured in the application are representations and not warranties.
Statements may be used to contest a claim or the validity of the policy only if
they are contained in an application or supplemental application or application
for reinstatement and a copy of such application is attached to the policy when
issued or made part of the policy when a change in insurance coverage or
reinstatement became effective.

Only the President or Secretary can modify this policy. Any changes must be made
in writing. No agent has the authority to alter or modify any of the terms,
conditions or agreements of this policy, or to waive any of its provisions.

Inquiries may be directed to our Home Office.

Age and Gender - If there is a misstatement of age or gender of the Insured or
any person insured by rider the amount of the death benefit shall be that which
would be purchased by the most recent cost of insurance at the correct age or
gender.

Suicide - Suicide of the Insured, while sane or insane, within two years from
the Policy Date, is not covered by this policy. The total liability shall be the
premiums paid prior to death, less any indebtedness, less any prior Partial
Surrenders.

If the Insured commits suicide while sane or insane within two years from the
effective date of any increase in insurance or any reinstatement, the total
liability shall be the cost of insurance of the increased coverage, or the cost
of insurance from the date of reinstatement to the date of death.

Incontestability - This policy shall, in the absence of fraud, be incontestable
after it has been in force during the lifetime of the Insured for two years from
issuance of the policy.

Any increase in coverage or addition of a rider effective after the Policy Date
shall, in the absence of fraud, be incontestable only after such increase or
addition has been in force during the lifetime of the Insured for two years from
the issuance of such increase or addition.

Any reinstatement shall, in the absence of fraud, be incontestable only after
having been in force during the lifetime of the Insured for two years after the
issuance of the reinstatement.

Any contest of an increase in coverage or a reinstatement will be based on the
application for increase or reinstatement.

Deferral of Payments - We reserve the right to defer a payment for the period
permitted by law, but not for more than six months. If we are deferring payment
from the Fixed Account, we will continue to credit interest on the Fixed Account
at the declared rates. We will not defer any amounts needed to pay premiums for
other policies in-force with us.

We may suspend or delay making payments or transfers from the Separate Account
when:

1. The New York Stock Exchange is closed, other than customary
weekend and holiday closing, or trading on the New York Stock
Exchange is restricted as determined by the SEC; or

2. The SEC, by order, permits postponement for the protection of
policy owners, or

3. An emergency exists as determined by the SEC, as a result of
which disposal of securities is not reasonably practicable or it
is not reasonably practicable to determine the value of the
assets of the Separate Account.

Claims of Creditors - To the extent permitted by law, any proceeds of this
policy are exempt from the claims of creditors. Annual Report - We shall send a
report to you, at least once each policy year, which shows the current
Accumulated Value, Cash Surrender Value, Death Benefit, premiums paid and all
charges since the last report, Partial Surrenders and outstanding policy loans.

Reproposals - At any time, you may request a revised ledger, reflecting the
Accumulated Value, Cash Surrender Value, and Death Benefit as of the most recent
policy anniversary or Policy Date. We reserve the right to assess a $100 charge
against your Accumulated Value for all reproposals produced for you.

Effective Date of Coverage - The effective date of coverage under this policy
shall be as follows:

o The Policy Date shall be the effective date for all coverage
provided in the original application.

o For any increase or addition to coverage, the effective date
shall be the Monthly Anniversary Day on which we first charge for
the coverage.

o For any insurance that has been reinstated, the effective date
shall be the Monthly Anniversary Day on which we resume assessing
the Monthly Deductions.

Extended Maturity Date - Policyholders are assumed to have made an election to
defer payment of proceeds at the Maturity Date. At any time, you may change this
election by completing the appropriate form.

With this election, you will be assessed a $100 administrative fee at the
Maturity Date. Upon assessment of this fee, the death benefit is continued. If
the policy is death benefit option 2, we will change it to death benefit option
1. If the Adjustable Insurance Rider is attached to this policy for the Insured,
the Specified Amount will increase by the Adjustable Insurance Amount on the
Insured. [FLORIDA ONLY: The Specified Amount will be reduced to $1 so that only
the Cash Surrender Value, less indebtedness, is paid at death.] All other riders
will lapse; this includes any Additional Insured Rider coverages on the Insured
and other insureds as well as any Adjustable Insurance Rider coverages on other
insureds. No further premiums are accepted and the company will make no further
deductions. Further, the company reserves the right to transfer all of the
accumulated value into the Fixed Account, restricting access to the Separate
Account. Policy loans and Partial Surrenders are available.

[FLORIDA ONLY, REPLACE ABOVE PARAGRAPH WITH: With this election, you will be
assessed a $100 administrative fee at the Maturity Date. Upon assessment of this
fee, the death benefit is continued. If the policy is death benefit option 2, we
will change it to death benefit option 1. The Specified Amount will be reduced
to $1 so that only the Cash Surrender Value, less indebtedness, is paid at
death. All riders will lapse, including all Additional Insured Rider coverages
and all Adjustable Insurance Rider coverages, if any. No further premiums are

accepted and the company will make no further deductions. Further, the company
reserves the right to transfer all of the accumulated value into the Fixed
Account, restricting access to the Separate Account. Policy loans and Partial
Surrenders are available.]

Nonparticipating - This policy does not share in any distribution of surplus. No
dividends are payable. Termination - All coverage under this policy shall
terminate when any one of the following events occurs:

o You request that coverage terminate.

o The Insured dies.

o The policy matures.

o The Grace Period ends.

o The policy is surrendered.