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                                                            Exhibit 1.A(5)(a)(1)



TIAA      TIAA-CREF Life Insurance Company
CREF      730 Third Avenue
          New York, NY 10017-3206
          212 490-9000  1 800 223-1200

         YOUR FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

PLEASE READ THIS POLICY CAREFULLY. THIS POLICY IS A LEGAL CONTRACT BETWEEN THE
OWNER AND TIAA-CREF LIFE INSURANCE COMPANY. This policy is issued in
consideration of the application and the payment of the first premium.

SUBJECT TO THE CONDITIONS SPECIFIED IN THIS POLICY, YOU MAY REQUEST TO
ACCELERATE THIS POLICY'S DEATH BENEFIT. THE RECEIPT OF AN ACCELERATED DEATH
BENEFIT PAYMENT MAY BE TAXABLE. AS WITH ALL TAX MATTERS, YOU SHOULD CONSULT A
QUALIFIED TAX ADVISOR BEFORE REQUESTING AN ACCELERATED DEATH BENEFIT PAYMENT.

ABOUT THIS POLICY

Throughout this document, you and your mean the owner or owners of the policy
named in the application or in any later change shown in our records. We, us and
our refer to TIAA-CREF Life Insurance Company.

YOUR RIGHT TO CANCEL THIS POLICY

DURING THE RIGHT TO CANCEL PERIOD, YOU HAVE THE RIGHT TO CANCEL THIS POLICY AND
RETURN IT TO US FOR A REFUND OF YOUR PREMIUM PAYMENTS. THE RIGHT TO CANCEL
PERIOD ENDS 30 DAYS AFTER YOU RECEIVE THIS POLICY. TO CANCEL YOUR POLICY, YOU
MUST DELIVER OR MAIL THIS DOCUMENT TO US, ALONG WITH A CANCELLATION NOTICE IN A
FORM SATISFACTORY TO US. IF YOU SEND IT BY MAIL, IT MUST BE POSTMARKED BEFORE
THE END OF THE RIGHT TO CANCEL PERIOD, PROPERLY ADDRESSED AND POSTAGE PREPAID.

IF YOU HAVE ANY QUESTIONS

If you have any questions about your policy or any of our other services, please
contact our administrative office at:

TIAA-CREF LIFE INSURANCE COMPANY
ADMINISTRATIVE OFFICE
730 THIRD AVENUE
NEW YORK, NEW YORK  [10017-3206]
TEL: [1 800 223 1200]

           [SIGNATURE]                               [SIGNATURE]
- ------------------------------------       ----------------------------------
           Secretary                                  President

KEY FEATURES OF YOUR POLICY

o    ADJUSTABLE DEATH BENEFIT

o    FLEXIBLE PREMIUMS PAYABLE DURING THE INSURED'S LIFETIME

o    PREMIUMS CAN BE ALLOCATED TO THE FIXED-RATE ACCOUNT AND/OR TO OUR
     INVESTMENT ACCOUNTS

o    POLICY VALUE, DEATH BENEFIT AND LENGTH OF COVERAGE VARY DEPENDING ON
     INVESTMENT PERFORMANCE

o    PAYS DEATH BENEFIT PROCEEDS WHEN THE PERSON INSURED BY THE POLICY DIES

o    CAN BE CASHED IN FOR ITS CASH SURRENDER VALUE

o    DOESN'T PAY DIVIDENDS BECAUSE IT'S A NONPARTICIPATING POLICY

o    OPTION TO GET YOUR DEATH BENEFIT EARLY, BUT YOU SHOULD CONSULT A QUALIFIED
     TAX ADVISER FIRST BECAUSE THE PAYMENT MAY BE TAXABLE

AM-SVUL.1
Ed. 12/01
                                     Page 1



ABOUT YOUR CONTRACT

Your contract with us includes your application, this policy and any riders or
endorsements that are attached to it. It also includes applications that are
attached for any later changes you made to the policy.

We've assumed that all statements you made in your applications are true to the
best of your knowledge and belief. We relied on these statements when we issued
this policy. These statements are representations only -- they're not
warranties. We'll only use these statements to cancel this policy or contest a
claim if you made a material misrepresentation in your application.

Only our president, vice president or secretary may change the terms of this
policy or waive any of our rights or requirements under it.

You'll find the detailed terms of your policy in sections 2 and 3 of this
document followed by the terms of any riders you've added. Section 1 is intended
to be a summary only.


AM-SVUL.1
Ed. 12/01
                                     Page 2



This document tells you everything you need to know about your life insurance
policy. Please read it carefully and keep it in a safe place. We've divided it
into three main sections.

- --------------------------------------------------------------------------------

SECTION 1 -- A SUMMARY OF YOUR POLICY

This section is a brief summary of your policy. It tells you your policy's key
values, benefits and charges, and reminds you of the choices you made on your
application.

- --------------------------------------------------------------------------------

SECTION 2 -- HOW YOUR POLICY WORKS

This section describes how the main benefits and features of your policy work.
It also explains the changes you can make to your policy and other things you
can do under it.

POLICY OWNERSHIP AND BENEFICIARIES............................................13
Who owns your policy
About your beneficiaries

THE DEATH BENEFIT.............................................................15
What we pay to your beneficiaries
When we pay death benefit proceeds
How death benefit proceeds are calculated
Changing your death benefit option
Understanding the minimum death benefit
Changing the face amount
Getting your death benefit early

ALL ABOUT PREMIUMS............................................................20
Making premium payments
Limits on the premium payments you can make
Allocating your premiums

YOUR INVESTMENT OPTIONS.......................................................22
The fixed-rate account
The investment accounts
Transferring among investment options
Dollar cost averaging transfer program
About the separate account

LOANS, WITHDRAWALS AND SURRENDERS.............................................25
About loans
Making withdrawals
Surrendering your policy

YOUR POLICY VALUE.............................................................28
How we calculate your policy value
Monthly charges

LAPSING AND REINSTATEMENT.....................................................31
About lapsing
Reinstating your policy


AM-SVUL.1
Ed. 12/01

                                     Page 3



PAYMENT METHODS FOR THE DEATH BENEFIT PROCEEDS
AND CASH SURRENDER VALUE......................................................32
Choosing a payment method
Payment methods we offer
When we might cancel your payment method

OTHER THINGS TO KNOW ABOUT YOUR POLICY........................................35
Entire contract
Statements and reports we'll send you
Illustration
Communicating with us
When we process payments
Misstatement of age or sex
Contesting the validity of your policy
If the person insured by the policy commits suicide
Policy calculations
Dividends

SECTION 3 -- SOME DEFINITIONS
This section explains some of the key terms we've used in the policy..........38

- --------------------------------------------------------------------------------


[RIDERS ................................................................Attached
Guaranteed minimum death benefit rider
Four-year level term insurance rider
Automatic increase rider
Waiver of monthly charges rider]

- --------------------------------------------------------------------------------


[ENDORSEMENTS ADDED ....................................................Attached
Aviation limitation endorsement]


AM-SVUL.1
Ed. 12/01

                                     Page 4



SECTION 1 -- A SUMMARY OF YOUR POLICY

- --------------------------------------------------------------------------------
POLICY INFORMATION      Policy owner  [JOHN DOE]
                        Plan  Flexible Premium Variable Universal Life Insurance
                        Policy number  [123456789]
                        Minimum face amount $[100,000.00]

                        Person insured by the policy [JOHN DOE]
                        Issue age [35]
                        Gender [MALE]
                        Underwriting class [PREFERRED NON TOBACCO]

                        Issue date  [01/01/2002]
                        Policy date  [01/01/2002]
                        Monthly charge date  [1]

- --------------------------------------------------------------------------------
POLICY BENEFITS         Initial face amount  $[100,000.00]
                        Death benefit option  [1 - Level]

                        You can increase or decrease the face amount while
                        your policy is in force. We'll pay the death benefit
                        proceeds to your beneficiary(ies) when the person
                        insured by this policy dies. You can have the proceeds
                        paid in a lump sum or you can choose one of our other
                        payment methods.

                        If the person insured by this policy has a terminal
                        illness, you can apply to get all or part of the death
                        benefit early.

- --------------------------------------------------------------------------------
[RIDERS YOU'VE           [You've chosen to add the following riders to your
ADDED]                   policy:]

                         [Guaranteed minimum death benefit rider
                         Start date 01/01/2002
                         Expiration date/Age 01/01/2032 / AGE 65
                         Initial monthly guaranteed minimum
                           death benefit premium $98.65]

                         [Four-year level term insurance rider
                         Death benefit $125,000.00
                         Start date 01/01/2002
                         Expiration date 01/01/2006]

                         [Automatic increase rider
                         Amount of each automatic increase in face amount
                           $5,000.00
                         Date of last automatic increase 01/01/2012]

                         [Waiver of monthly charges rider
                         Rider Issue Date 01/01/2002
                         Disability must begin before 01/01/2032
                         Initial waiver of monthly charges factor 4.00%]

- --------------------------------------------------------------------------------


AM-SVUL.1
Ed. 12/01

                                   Page 5






- --------------------------------------------------------------------------------
ABOUT YOUR               Minimum first premium  $[1,000.00]
PREMIUM PAYMENTS         Planned premium  $[1,000.00]
                         Frequency of your planned premium  [ANNUAL]

                         Tax test [GUIDELINE PREMIUM TEST]
                         Initial Guideline Level Premium  $1,378.38
                         Initial Guideline Single Premium  $15,968.98]

                         You can choose the amount and timing of your premium
                         payments within certain limits. The planned premium is
                         the scheduled premium you chose on your application.
                         You don't have to pay your planned premiums, but if
                         you don't, your policy may lapse and your coverage may
                         end if the cash surrender value is less than the
                         deduction for the monthly charge when it's due.

                         Even if you pay all of your planned premiums, your
                         policy may still lapse and your coverage may end if
                         the cash surrender value is less than the deduction
                         for the monthly charge when it's due. We'll give you a
                         grace period of 61 days to make a minimum payment that
                         is enough to make your cash surrender value positive.
                         If you don't pay it before the end of the grace
                         period, your policy will lapse. If you've added a
                         guaranteed minimum death benefit rider, your policy
                         won't lapse as long as you pay the premiums required
                         by the rider.

                         The amount of coverage, and the length of time that
                         your policy remains in force, depends on:

                         o    the amount and timing of your premium payments

                         o    whether you change the face amount or your death
                              benefit option


                         o    the withdrawals you take or loans you make

                         o    the investment performance of the investment
                              accounts

                         o    the amount of the monthly charges and premium
                              expense charges

                         o    the interest rates on the fixed-rate account and
                              loan account

                         o    whether you change rider benefits.

- --------------------------------------------------------------------------------

AM-SVUL.1
Ed. 12/01

                                     Page 6



- -------------------------------------------------------------------------------
HOW YOUR                 We deduct a premium expense charge from each premium
PREMIUM                  payment you make, and then allocate your net premium to
PAYMENTS ARE             the investment options you choose.
ALLOCATED

                         We allocate your first net premium payment -- and all
                         premium payments you make during the right to cancel
                         period -- to the fixed-rate account.

                         Within five days after the end of the right to cancel
                         period, we'll allocate policy value in the fixed-rate
                         account to the investment accounts you chose in your
                         most recent allocation instructions.

                         Here's the premium allocation you chose on your
                         application:

                         [Stock index account                    15%
                         Growth equity account                   15%
                         Growth & income account                 15%
                         International equity account            15%
                         Social choice equity account            15%
                         Fixed-rate account                      25%]

                         We'll allocate any premium payments you make after the
                         right to cancel period in these percentages to these
                         investment options unless you tell us otherwise. You
                         can transfer among investment options within the
                         limits described in this policy. You may also change
                         your allocations within the limits described in this
                         policy.

- -------------------------------------------------------------------------------
POLICY VALUE             The value of your policy can change daily. We
                         calculate it by adding the total amount allocated to
                         the investment accounts, the fixed-rate account and
                         the loan account.

                         Policy value is not guaranteed - it depends on the
                         amount and timing of your premium payments, the
                         performance of the investment accounts you've chosen,
                         the interest rates on the fixed-rate account and the
                         loan account, policy charges, how much you've borrowed
                         or withdrawn from the policy and the level of policy
                         and rider benefits.

- --------------------------------------------------------------------------------


AM-SVUL.1
Ed. 12/01


                                     Page 7



- --------------------------------------------------------------------------------
THE INVESTMENT OPTIONS   FIXED-RATE ACCOUNT

                         The guaranteed minimum interest rate on the fixed-rate
                         account is 3% per year, compounded annually. We may
                         choose to set a higher rate for this account. The rate
                         may be different from the interest rate on the loan
                         account.

                         INVESTMENT ACCOUNTS

                         Here's a description of all of the investment accounts
                         that are currently available under this policy. You'll
                         find more information about them in the TIAA-CREF Life
                         Funds prospectus.

                         Stock index account

                         This account holds shares in the corresponding
                         portfolio of TIAA-CREF Life Funds, which seeks a
                         favorable long-term rate of return from a diversified
                         portfolio chosen to track the overall market for
                         common stocks publicly traded in the US, as
                         represented by a broad stock market index.

                         Growth equity account

                         This account holds shares in the corresponding
                         portfolio of TIAA-CREF Life Funds, which seeks a
                         favorable long-term rate of return, mainly through
                         capital appreciation, primarily from a diversified
                         portfolio of common stocks that present the
                         opportunity for exceptional growth.

                         Growth & income account

                         This account holds shares in the corresponding
                         portfolio of TIAA-CREF Life Funds, which seeks a
                         favorable long-term rate of return through capital
                         appreciation and investment income, by investing in a
                         broadly diversified portfolio of common stocks chosen
                         for their investment potential.

                         International equity account

                         This account holds shares in the corresponding
                         portfolio of TIAA-CREF Life Funds, which seeks a
                         favorable long-term rate of return, mainly through
                         capital appreciation, by investing in a broadly
                         diversified portfolio of primarily foreign equity
                         investments.

                         Social choice equity account

                         This account holds shares in the corresponding
                         portfolio of TIAA-CREF Life Funds, which seeks a
                         favorable long-term rate of return that tracks the
                         investment performance of the US stock market while
                         giving special consideration to certain social
                         criteria.

- --------------------------------------------------------------------------------
LOANS,                   Any time after the right to cancel period ends you can
WITHDRAWALS AND          take out a loan from us using your policy as
SURRENDERS               collateral. The maximum amount you can borrow is 90% of
                         your policy value.

                         The loan interest rate is adjustable. The loan account
                         interest rate will never be less than the guaranteed
                         minimum interest rate on the fixed-rate account.

                         You can take out all or part of your cash surrender
                         value by making withdrawals or surrendering your
                         policy. This policy doesn't have a minimum guaranteed
                         cash surrender value.

- --------------------------------------------------------------------------------

AM-SVUL.1
Ed. 12/01

                                     Page 8




- --------------------------------------------------------------------------------
POLICY CHARGES            CHARGES DEDUCTED FROM YOUR PREMIUMS

                         Guaranteed maximum premium
                         expense charge               6% of each premium you pay

                         CHARGES DEDUCTED FROM YOUR POLICY
                         We deduct a monthly charge that has four parts:

                         o Guaranteed maximum
                           policy fee:               [$25.00 per month in policy
                                                     years 1-2
                                                     $7.00 per month thereafter]

                         o Guaranteed maximum
                           policy unit charge:       [$0.09 per month per $1,000
                                                     of face amount in policy
                                                     years 1-15
                                                     $0.04 per month per $1,000
                                                     of face amount thereafter]

                         o Guaranteed maximum
                           cost of insurance charge: See the table in Section 1

                         o Charges for the riders
                           you've added:             See the attached riders


                         CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT

                         We deduct two charges daily from the policy value
                         allocated to the investment accounts.

                         o Mortality and expense risk charge

                         o Administrative expense charge

                         The sum of these two charges will never be more than
                         1.20% of the policy value in the investment accounts
                         each year.

                         See the TIAA-CREF Life Funds prospectus for the
                         investment advisory charges of the different
                         portfolios.

                         CHARGES FOR TRANSFERS

                         We reserve the right to charge $25 for each transfer
                         after the 12th transfer in any policy year.

                         However, there is no charge for transfers:

                         o to and from the loan account

                         o under the dollar cost averaging program

                         o from the fixed-rate account to the investment
                           accounts when we're transferring amounts we've
                           been holding in the fixed-rate account during the
                           right to cancel period.

- --------------------------------------------------------------------------------

AM-SVUL.1
Ed. 12/01

                                     Page 9



               GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES
                        PER $1,000 OF NET AMOUNT AT RISK

We base the monthly cost of insurance charge on the current cost of insurance
rates that apply to the net amount at risk. For the initial face amount, our
current cost of insurance rates will never be greater than the guaranteed
maximum monthly cost of insurance rates shown in this table. The guaranteed
maximum monthly cost of insurance rates are based on the policy year, and the
issue age, gender and underwriting class of the person insured by the policy.
You'll find more about the monthly cost of insurance charge in Section 2.

        YEAR            RATE                   YEAR           RATE
         [1            0.144301                 34          2.534601
          2            0.151816                 35          2.798583
          3            0.161836                 36          3.098166
          4            0.172693                 37          3.441602
          5            0.184387                 38          3.839985
          6            0.198589                 39          4.293280
          7            0.213629                 40          4.794464
          8            0.229508                 41          5.333738
          9            0.247062                 42          5.907380
         10            0.266293                 43          6.511597
         11            0.288038                 44          7.150730
         12            0.311462                 45          7.845897
         13            0.336568                 46          8.620925
         14            0.364194                 47          9.498888
         15            0.394342                 48         10.501353
         16            0.428692                 49         11.628210
         17            0.468087                 50         12.862096
         18            0.513375                 51         14.178857
         19            0.565405                 52         15.565069
         20            0.623351                 53         17.002257
         21            0.688067                 54         18.486430
         22            0.758728                 55         20.041317
         23            0.833666                 56         21.693702
         24            0.917110                 57         23.488562
         25            1.010776                 58         25.504292
         26            1.115546                 59         27.961928
         27            1.232314                 60         31.383850
         28            1.367070                 61         36.798271
         29            1.519909                 62         46.588989
         30            1.690087                 63         67.043872
         31            1.876864                 64         83.333333
         32            2.079504                 65         83.333333]
         33            2.297272


AM-SVUL.1
Ed. 12/01

                                    Page 10



                              DEATH BENEFIT FACTORS

We use the death benefit factors below to calculate the minimum death benefit
under federal tax law.

             YEAR       FACTOR                   YEAR       FACTOR
              1        [250%                      34         117%
              2         250%                      35         116%
              3         250%                      36         115%
              4         250%                      37         113%
              5         250%                      38         111%
              6         250%                      39         109%
              7         243%                      40         107%
              8         236%                      41         105%
              9         229%                      42         105%
             10         222%                      43         105%
             11         215%                      44         105%
             12         209%                      45         105%
             13         203%                      46         105%
             14         197%                      47         105%
             15         191%                      48         105%
             16         185%                      49         105%
             17         178%                      50         105%
             18         171%                      51         105%
             19         164%                      52         105%
             20         157%                      53         105%
             21         150%                      54         105%
             22         146%                      55         105%
             23         142%                      56         105%
             24         138%                      57         104%
             25         134%                      58         103%
             26         130%                      59         102%
             27         128%                      60         101%
             28         126%                      61         100%
             29         124%                      62         100%
             30         122%                      63         100%
             31         120%                      64         100%
             32         119%                      65         100%]
             33         118%

AM-SVUL.1
Ed. 12/01

                                    Page 11



                 NET SINGLE PREMIUMS PER $1,000 OF DEATH BENEFIT

We use the net single premium to calculate the minimum death benefit under
federal tax law. We base the net single premium on the policy year, and the
issue age, gender and underwriting class of the person insured by the policy.
The net single premium may also be affected by any riders you've added to this
policy.

        YEAR     NET SINGLE PREMIUM         YEAR        NET SINGLE PREMIUM
         1           [$236.85                34               $638.24
         2             244.98                35                652.81
         3             253.39                36                667.32
         4             262.06                37                681.72
         5             270.99                38                695.93
         6             280.20                39                709.87
         7             289.67                40                723.44
         8             299.42                41                736.62
         9             309.44                42                749.39
        10             319.75                43                761.80
        11             330.34                44                773.89
        12             341.22                45                785.70
        13             352.38                46                797.25
        14             363.84                47                808.50
        15             375.58                48                819.39
        16             387.63                49                829.82
        17             399.96                50                839.73
        18             412.56                51                849.09
        19             425.42                52                857.92
        20             438.51                53                866.30
        21             451.82                54                874.33
        22             465.35                55                882.15
        23             479.07                56                889.91
        24             493.00                57                897.79
        25             507.12                58                906.00
        26             521.40                59                914.79
        27             535.84                60                924.42
        28             550.40                61                934.98
        29             565.03                62                946.29
        30             579.70                63                957.47
        31             594.36                64                965.37
        32             609.02                65                974.68]
        33             623.64

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Ed. 12/01

                                    Page 13



SECTION 2 -- HOW YOUR POLICY WORKS

POLICY OWNERSHIP AND BENEFICIARIES

This section of your policy tells you about owners, beneficiaries and exchanges.

WHO OWNS YOUR POLICY

The owner is the person or people named in the application who make the
decisions about the policy and its benefits while the person insured by the
policy is living. The owner of this policy appears in Section 1. If you didn't
name an owner on your application, the person insured by the policy is the
owner.

Your rights as a policy owner

As the policy owner, you have the following rights:

o    to transfer ownership or assign the policy

o    to change the beneficiary(ies)

o    to receive benefits and choose payment methods for them

o    to change the amount or timing of premiums

o    to change the death benefit option

o    to change the face amount

o    to reinstate the policy if it lapses

o    to take out a loan, make a withdrawal or surrender the policy

o    to change premium allocations and make transfers among investment options

o    to change riders.

If you've named an irrevocable beneficiary, you'll need his or her permission to
make all of these decisions, except to change the amount or timing of premiums,
reinstate the policy if it lapses, change premium allocations and make transfers
among investment options.

If this policy has more than one owner and one of you dies, the surviving owner
will hold all rights under the policy. If the last surviving owner dies, his or
her estate will own the policy, unless you give us other instructions in a form
satisfactory to us.

Transferring ownership

You can transfer ownership of this policy by using a form satisfactory to us. If
you transfer absolute ownership of the policy, you'll no longer have any
ownership rights. The new owner will have all the rights under the policy.

The change of ownership will be effective on the day you complete your request,
even if the person insured by the policy is no longer living when we receive
your request. The change won't apply to any payments or actions we've taken on
or before the day we receive your request.

Assigning the policy

You can assign your policy in two ways:

o    A collateral assignment doesn't change the ownership of the policy, but
     your rights and the rights of your beneficiary or any other person will be
     subject to the assignment.

o    An absolute assignment means the person or organization you assign the
     policy to will become the new owner.

You may assign this policy. We must receive a copy of the assignment before we
consider it effective. We're not responsible for the validity of any assignment.

AM-SVUL.1
Ed. 12/01

                                    Page 14



ABOUT YOUR BENEFICIARIES

The beneficiary(ies) is (are) the person or people you named in your
application, or in another form satisfactory to us, to receive the death benefit
proceeds when the person insured by the policy dies. Here are some things you
need to know about beneficiaries:

o    Each primary beneficiary you've named will receive an equal share of the
     death benefit proceeds unless you give us other instructions in a form
     satisfactory to us. If one primary beneficiary dies, his or her share will
     be divided equally among the surviving primary beneficiaries unless you
     give us other instructions in a form satisfactory to us.

o    Each contingent beneficiary you've named will receive an equal share of the
     death benefit proceeds if none of the primary beneficiaries are living when
     the death benefit proceeds are payable, unless you give us other
     instructions in a form satisfactory to us. If one contingent beneficiary
     dies, his or her share will be divided equally among the surviving
     contingent beneficiaries unless you give us other instructions in a form
     satisfactory to us.

o    If none of your beneficiaries are living when the death benefit proceeds
     are payable or if you haven't named a beneficiary, you as the policy owner
     will receive the proceeds. If you're no longer living, the proceeds will go
     to your estate.

Changing your beneficiary

o    You can change revocable beneficiaries while the person insured by the
     policy is living by sending a form satisfactory to us. If we accept the
     change, it will be effective on the date you complete the change request,
     even if the person insured by the policy is no longer living when we
     receive your request. The change won't apply to any payment or action we've
     taken on or before the day we receive your request.

o    If you change your beneficiary and you've chosen a monthly payment method
     for the death benefit proceeds or cash surrender value, we'll cancel that
     payment method and you'll have to choose a payment method again. You'll
     find more about monthly payment methods in Payment methods for the death
     benefit proceeds and cash surrender value.

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Ed. 12/01

                                    Page 15



THE DEATH BENEFIT

The amount of your policy's death benefit depends on the death benefit option
you chose on your application. We offer two options under this policy. The
option you chose appears in Section 1.

o    Option 1 -- the death benefit will be the same as your policy's face
                 amount. This is known as a level death benefit.

o    Option 2 -- the death benefit will equal your policy's face amount plus
                 your policy value. This is known as an increasing death
                 benefit.

The death benefit under either option will never be less than the minimum death
benefit. You'll find more about the minimum death benefit later in this section.
When the person insured by the policy reaches age 100, the death benefit for
both options will be the same as your policy value.

WHAT WE PAY TO YOUR BENEFICIARIES

The amount we ultimately pay to your beneficiaries is called death benefit
proceeds. This section tells you when we pay them, how we calculate them and
changes you can make to your policy's death benefit.

WHEN WE PAY DEATH BENEFIT PROCEEDS

We pay the death benefit proceeds to your beneficiaries when we receive
satisfactory proof of the death of the person insured by the policy. Here's what
you need to know:

o    The person must have died while the policy is in force.

o    You can choose for your beneficiaries to receive the death benefit proceeds
     in a lump sum or in monthly payments. You'll find more about the payment
     methods we offer in Payment methods for the death benefit proceeds and cash
     surrender value. If you don't choose a payment method, your beneficiary can
     choose one when he or she makes a claim.

o    If the person insured by the policy commits suicide within two years of
     this policy's issue date, we`ll pay you only the premiums you've paid, less
     any outstanding loan amount and withdrawals you've made. You'll find more
     about this in If the person insured by the policy commits suicide.

HOW DEATH BENEFIT PROCEEDS ARE CALCULATED

We calculate the amount of the death benefit proceeds as of the end of the date
the person insured by the policy dies. Death benefit proceeds will equal the
death benefit under the option you've chosen, plus the death benefit under any
riders you've added, minus any outstanding loan amount and any unpaid monthly
charges.

CHANGING YOUR DEATH BENEFIT OPTION

You can change your death benefit option starting from your first policy
anniversary while your policy is in force. Here's how it works:

o    You must send us your request in a form satisfactory to us.

o    The change will become effective either on the date we approve it, if that
     date is a monthly charge date, or on the first monthly charge date that
     follows the date we approve the change. We'll make the change before we
     deduct the monthly charge.

o    We won't allow a change if the monthly charges are being waived under a
     waiver of monthly charges rider.

o    We will not allow any change in death benefit option that prevents the
     policy from qualifying as life insurance under federal tax law.

o    If a change in death benefit option would cause your policy to be
     classified as a modified endowment contract, we will not process the change
     until you tell us to in a form satisfactory to us.

o    We'll send you new policy pages after we make the change.

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                                    Page 16




Changing from Option 1 to Option 2

Here's what you need to know about changing from Option 1 to Option 2:

o    The person insured by the policy must be living and you must give evidence
     of insurability satisfactory to us.

o    Before the change, the face amount of your policy can't be less than the
     minimum death benefit.

o    After the change, the face amount can't be less than the minimum face
     amount shown in Section 1.

o    We'll decrease the face amount by the policy value so that your death
     benefit is approximately the same on the date of the change.

o    We'll decrease the face amount on the effective date of the change. To do
     this, we'll first reduce any increases in the face amount you've asked us
     for, starting with the most recent. Then we'll reduce the initial face
     amount.

Changing from Option 2 to Option 1

Here's what you need to know about changing from Option 2 to Option 1:

o    The person insured by the policy must be living at the time of the change
     and you must give evidence of insurability satisfactory to us.

o    We'll increase the face amount by the policy value so that your death
     benefit is approximately the same on the date of the change.

o    We'll increase the face amount on the effective date of the change. The
     underwriting class, cost of insurance rates and policy unit charges for the
     increase will be the same as they are for the most recent increase that you
     requested. If you haven't requested an increase, they will be the same as
     they are for the initial face amount.

UNDERSTANDING THE MINIMUM DEATH BENEFIT

For your policy to qualify as life insurance under federal tax law, your death
benefit must at least equal the minimum death benefit. If your death benefit
under either death benefit Option 1 or Option 2 would be less than the minimum
death benefit, we will increase your death benefit to the minimum death benefit.

We use one of two tax tests to calculate the minimum death benefit. You'll find
the test for your policy in Section 1. This test can't be changed once we've
issued your policy.

If your tax test is the cash value accumulation test, we calculate the minimum
death benefit by multiplying your policy value by 1,000, and then dividing that
amount by the net single premium shown in Section 1.

If your tax test is the guideline premium test, the minimum death benefit is
your policy value multiplied by a death benefit factor. You'll find a table
showing death benefit factors in Section 1.

CHANGING THE FACE AMOUNT

Your policy's initial face amount is the amount of insurance coverage on the
issue date. You'll find the initial face amount in Section 1.

The face amount may change if any of the following happens:

o    you ask us to increase or decrease it

o    you change your death benefit option

o    you make any withdrawals

o    you accelerate your death benefit

o    we automatically increase the face amount under an automatic increase
     rider.

You can ask us to increase or decrease the face amount at any time starting on
your first policy anniversary. You must send us your request in a form
satisfactory to us while your policy is in force.

The increase or decrease will become effective either the same date we approve
it, if that date is a monthly charge date, or on the first monthly charge date
that follows the date we approve the change. Once we've approved the change,
we'll send you new policy pages showing your new face amount.

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                                    Page 17



Increasing the face amount

Here's what you need to know about increasing the face amount:

o    The person insured by the policy must be living and must not have reached
     age 81 on the date we receive your request.

o    You must give evidence of insurability satisfactory to us.

o    Each increase you request must be at least $10,000.

o    Each increase you request will have its own underwriting class, cost of
     insurance rates and policy unit charges.

o    We'll apply the tax test shown in Section 1 to any increase in the face
     amount to make sure your policy still qualifies as life insurance under
     federal tax law.

o    You can't increase the face amount if the monthly charges are being waived
     under a waiver of monthly charges rider.

o    We reserve the right to limit increases in the face amount to one increase
     in any 12-month period.

These rules don't apply to any automatic increases in the face amount made under
an automatic increase rider.

Decreasing the face amount

Here's what you need to know about decreasing the face amount:

o    The person insured by the policy must be living on the date we receive your
     request.

o    Each decrease you request must be at least $10,000.

o    The face amount after the decrease must not be less than the minimum face
     amount for this policy.

o    To apply the decrease, we'll first reduce any increases in the face amount
     you've asked for, starting with the most recent. Then we'll reduce the
     initial face amount.

o    If you've chosen death benefit Option 1, we won't approve the decrease if
     it means that the new face amount will be less than the minimum death
     benefit.

o    If you've chosen death benefit Option 2, we won't approve the decrease if
     it means that the new face amount plus the policy value will be less than
     the minimum death benefit.

o    We will not allow any decrease in face amount that prevents the policy from
     qualifying as life insurance under federal tax law.

o    If a decrease in face amount would cause your policy to be classified as a
     modified endowment contract, we will not process the decrease until you
     tell us to in a form satisfactory to us.

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                                    Page 18



GETTING YOUR DEATH BENEFIT EARLY

If the person insured by your policy is diagnosed with a terminal illness, you
can apply to get part or all of your policy's death benefit early. This is
called accelerating your death benefit. You must give us proof in a form
satisfactory to us from a licensed physician that the person is expected to live
12 months or less. You can only get your death benefit early once, and we'll
make the payment in a lump sum.

You should consult a qualified tax adviser before applying to get your death
benefit early because the payment may be taxable. Getting your death benefit
early may also affect your eligibility for Medicaid and other government
assistance programs.

The minimum amount you can apply for is $50,000 or 25% of the death benefit
available on the date we approve your application, whichever is less. Death
benefit amounts under a four-year level term insurance rider aren't available
for acceleration.

If we approve your application to accelerate your death benefit, we'll deduct
the following from the death benefit amount you've asked for before making a
payment:

o    interest at the rate of either a 90-day Treasury bill yield or the maximum
     loan interest rate under this policy, whichever is greater on the date we
     approve your application

o    an administrative expense charge of up to $200

o    any unpaid amounts due within your policy's grace period on the date we
     approve your application

o    any outstanding loan amount on the date we approve your application,
     multiplied by the ratio of the amount of death benefit you're getting early
     to the total death benefit available for acceleration under your policy on
     the date we approve your application.

If you only get part of your death benefit early, the rest of your policy's
death benefit will remain in place. We'll continue to deduct monthly charges
from your policy value, unless your monthly charges are waived under a waiver of
monthly charges rider.

How to apply to get your death benefit early

Here's how to apply to get your death benefit early:

o    Send us proof in a form satisfactory to us from a licensed physician that
     the person insured by the policy has a terminal illness and 12 months or
     less to live. The terminal illness can't be caused by intentionally
     self-inflicted injuries.

o    We need to receive your application in a form satisfactory to us.

o    You need consent in a form satisfactory to us from any irrevocable
     beneficiary or anyone to whom you've assigned the policy before we can make
     a payment.

o    If you're applying to get all of your death benefit early, send this policy
     and any riders you've added with your application. If you're only applying
     for part of the death benefit, we'll send you new policy pages once we
     approve your application.

o    The person insured by the policy must be living and your policy must be in
     force when we approve your application. If that person dies before we make
     the payment to you, we'll pay the death benefit proceeds to your
     beneficiary.

o    We won't approve your application if you're applying to get the death
     benefit to satisfy any judgements against you, to satisfy the claims of any
     creditor, or to apply for, receive or maintain any government sponsored
     benefit or entitlement, or any other form of public assistance.

How getting the death benefit early affects your policy

If you choose to get all of your death benefit early, your policy will end. That
means it will no longer have any value.

If you choose to get only part of your death benefit early, we'll reduce your
face amount, policy value and any outstanding loan amount by the ratio of the
amount of death benefit you got early to the total death benefit that was
available for acceleration on the date we approved your application.

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                                    Page 19



When we reduce your face amount, we'll first reduce any increases in the face
amount you asked for, starting with the most recent. Then we'll reduce the
initial face amount. We'll reduce the policy value proportionately from all of
your investment options on the date we approve your application.

Getting the death benefit early won't affect our rights to contest your policy.
You'll find more about this in Contesting the validity of your policy.

In the event of suicide of the insured, while sane or insane, after an
accelerated death benefit is paid and within two years from this policy's issue
date, the death benefit proceeds payable will be limited to the amount, if any,
by which the premiums paid less any outstanding loan amount and withdrawals
exceed the accelerated death benefit payment.

In the event of suicide of the insured, while sane or insane, after an
accelerated death benefit is paid and within two years from the effective date
of an increase in face amount for which evidence of insurability had been
provided, or a change in death benefit option 1 to 2, our liability will be
limited to any unaccelerated portion of the death benefit proceeds that would
have been payable had such increase or change not taken effect. We will also
refund to your policy value any additional cost of insurance, policy unit, and
rider charges associated with such increase or change.

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                                    Page 20



ALL ABOUT PREMIUMS

Your policy gives you the flexibility to vary the amount and timing of your
premium payments within certain limits. We deduct a premium expense charge from
each premium payment, and then allocate your net premium to the investment
options you've chosen on the business day we receive your payment. You'll find
the guaranteed maximum premium expense charge for this policy in Section 1, and
more about when our current charges may change in Changing our charges.

MAKING PREMIUM PAYMENTS

You'll find your minimum first premium payment in Section 1. It was due on your
policy's issue date. Your insurance coverage started when you paid this premium
and we issued your policy.

You can schedule the amount and frequency of the rest of your premium payments.
We refer to scheduled premium payments as planned premiums. Here's how it works:

o    You'll find the amount and frequency of your planned premium in Section 1.
     You chose these on your application.

o    You can change the amount and timing of your planned premium. Your planned
     premium must be at least $25.

o    We'll send you a notice to remind you of your planned premium payment. We
     won't send a notice if you've chosen to make scheduled electronic payments.
     You're not required to make planned premium payments, but if you miss a
     payment, your policy may be in danger of lapsing, which means your
     insurance coverage would end. Even if you make all your planned premium
     payments, your policy could still lapse if its cash surrender value isn't
     enough to cover your monthly charges. You'll find more about lapsing in
     Lapsing and reinstatement.

o    You can make additional premium payments of at least $25 at any time. You
     can ask us for a receipt for any premium payment you make.

o    We reserve the right to limit total premium payments allocated to the
     fixed-rate account to $500,000 within a policy year.

o    While this policy is in force, we'll accept premium payments while the
     person insured by the policy is living and until he or she reaches age 100.

o    We'll treat any payment you make during the life of your policy as a
     premium unless you tell us otherwise.

o    You must send all premium payments to our administrative office unless we
     tell you otherwise.

o    The payment of planned premiums does not guarantee that your policy will
     stay in force until the insured's age 100.

LIMITS ON THE PREMIUM PAYMENTS YOU CAN MAKE

Federal tax law may limit the amount of premium payments you can make.

If your policy's tax test is the guideline premium test, we`ll refuse to accept
all or part of a premium payment if, by accepting it, your policy would no
longer qualify as life insurance under federal tax law. You'll find the tax test
for this policy in Section 1.

We may refuse to accept all or part of a premium payment if, by accepting it,
your net amount at risk will immediately increase. We`ll accept your premium
payment in this situation if you give evidence of insurability satisfactory to
us.

If accepting all or part of a premium payment would cause your policy to be
classified as a modified endowment contract, we will refuse to accept all or
part of that premium payment unless you tell us to accept it, in a form
satisfactory to us. A modified endowment contract is still considered to be life
insurance under federal tax law, but it doesn't receive all the tax advantages
of other life insurance contracts.

If we return a premium payment to you, we'll send it no later than 60 days after
the end of the policy year in which you paid the premium. We won't return a
premium payment if it would cause your policy to lapse. You'll find more about
lapsing in Lapsing and reinstatement.

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                                    Page 21



ALLOCATING YOUR PREMIUMS

We'll allocate your net premium payments, other than those received during the
right to cancel period, on the business day we receive them to the investment
options you chose in your most recent allocation instructions. In Section 1,
you'll find the instructions you gave us on your application.

You can write to us at any time, or tell us in another way that's satisfactory
to us, to change your allocation instructions. Your allocation percentages must
be in whole numbers and add up to 100%. We'll apply your new instructions to all
net premiums we receive starting on the business day we receive your request.

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                                    Page 22



YOUR INVESTMENT OPTIONS

We put your premium payments in our general and separate accounts. We own the
assets in our accounts and allocate your net premiums to the investment options
you've chosen.

You can choose to allocate your premiums to the fixed-rate account or to a
number of investment accounts. Amounts allocated to the fixed-rate account are
held in our general account. Amounts allocated to the investment accounts are
held in our separate account.

THE FIXED-RATE ACCOUNT

You can choose to allocate any or all of your premium payments to the fixed-rate
account. Or you can transfer policy value from the investment accounts to the
fixed-rate account. You'll find more about making transfers in Transferring
among investment options.

The policy value in the fixed-rate account earns interest at a rate no less than
the minimum annual rate shown in Section 1. We may offer a higher rate if we
choose. The rate we offer on the fixed-rate account may be different from the
interest rate on the loan account.

Turn to Your policy value for more about how we calculate policy value in the
fixed-rate account.

THE INVESTMENT ACCOUNTS

Each investment account invests in shares of a corresponding portfolio of the
TIAA-CREF Life Funds. Each portfolio is managed by an investment adviser
registered under the Investment Advisers Act of 1940. You'll find more about the
portfolios in the TIAA-CREF Life Funds prospectus.

About units

When you allocate, transfer or add an amount to an investment account, we use
that amount to buy units.

Similarly, when you transfer, withdraw or surrender an amount from an investment
account, we redeem and cancel units in that investment account. We calculate the
number of units we buy or redeem by dividing the amount of the transaction by
the unit value of the investment account at the end of the business day on which
we process the transaction.

We calculate how much of your policy value is in an investment account by
multiplying the number of units you hold in that account by the account's unit
value. Turn to Your policy value for more about how we calculate total policy
value in the investment accounts.

About investment performance

We also use unit value to measure the investment performance of the investment
accounts. We calculate the unit value for each investment account at the end of
every business day by multiplying the unit value for the previous business day
by the net investment factor for the current business day.

On any business day, here's how we calculate the net investment factor for an
investment account:

a)   we take the net asset value per share of the corresponding portfolio of the
     investment account at the end of the day. This amount doesn't include any
     transactions made by policyholders or any monthly charges we've deducted or
     benefits we've paid during that day.

b)   we add to a) the per share amount of any dividends or capital gains
     distributed by the portfolio that day less any amount paid or reserved for
     the tax liability associated with operating the account since the previous
     business day.

c)   we then divide the sum of a) and b) by the net asset value per share of the
     corresponding portfolio of the investment account at the end of the
     previous business day. This amount includes any transactions made by
     policyholders or any monthly charges we've deducted or benefits we've paid
     during that day.

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d)   finally, we subtract from the amount calculated in c) the daily mortality
     and expense risk charge, the daily administrative expense charge and the
     daily investment advisory expense charge. You'll find the guaranteed
     maximum mortality and expense risk charge and the administrative expense
     charge in Section 1. You'll find more about the investment advisory expense
     charge in the TIAA-CREF Life Funds prospectus.

Unit values on any non-business day are determined using the unit value as of
the most recent business day.

TRANSFERRING AMONG INVESTMENT OPTIONS

You can make transfers among the investment accounts and the fixed-rate account.
Transfers will normally be effective at the end of the business day we receive
your request.

Here are some things you need to know about making transfers.

o    The minimum amount for a transfer is $250 or the total value of the
     investment option you are transferring from, whichever is less. Your
     transfer allocations must be in whole dollar amounts or full percentages.

o    We won't charge you for the first 12 transfers you make in any policy year.
     We reserve the right to charge you $25 for any transfer after the 12th
     transfer. We won't charge you for the transfers described in Section 1.

o    We'll deduct the transfer charge, if there is one, from the investment
     option that you're transferring to.

o    If you're transferring to more than one investment option at a time, we'll
     deduct the charge, if applicable, from all your targeted investment options
     in proportion to the amount transferred into each option.

o    We reserve the right to allow you to make only one transfer from each
     investment option within any 90-day period.

o    If you don't have enough policy value in an account to cover a transfer,
     we'll transfer the remaining amount in the account into the account that
     you are transferring to. If you are transferring to more than one account,
     we will transfer the remaining amount in the account into the accounts you
     are transferring to in proportion to your transfer instructions.

DOLLAR COST AVERAGING TRANSFER PROGRAM

Our dollar cost averaging program allows you to make scheduled transfers from
the fixed-rate account to the investment accounts. Here's how the program works:

o    You must send us your request in a form satisfactory to us to start the
     program.

o    You choose the dollar amount of each transfer, but the amount must be at
     least $100.

o    You decide how many scheduled transfers to make. However, we require a
     minimum of 6 transfers for this program. If you don't choose a number,
     transfers will be made until there is no policy value remaining in the
     fixed-rate account.

o    The first transfer will be made on the first monthly charge date after: a)
     the right to cancel period has ended; or b) we receive your request to
     start the program, whichever is later. When the monthly charge date falls
     on a day that is not a business day, we'll transfer into the investment
     accounts using the unit values as of the immediately preceding business
     day.

o    You choose whether transfers will be made monthly or quarterly. If you
     don't select a timing, we will make monthly transfers.

o    You decide how the transfers will be allocated into the investment
     accounts.

o    We won't charge you for any transfers made under this program.

o    We reserve the right to allow you to start only one dollar cost averaging
     program in any policy year.

o    We reserve the right to discontinue the dollar cost averaging program. We
     will give you at least 30 days advanced notice if we discontinue the
     program.

We'll keep making transfers until one of the following happens:

o    you tell us in a form satisfactory to us to cancel the program

o    you don't have enough policy value in the fixed-rate account to cover a
     transfer. If this happens, we'll automatically transfer the remaining
     amount in the fixed-rate account into the investment accounts you chose in
     your most recent dollar cost averaging transfer allocation instructions

o    we've made the number of transfers you've asked us to make.

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                                    Page 24



ABOUT THE SEPARATE ACCOUNT

The TIAA-CREF Life separate account, VLI-1, funds the investment accounts
offered under this policy. We own the assets in the VLI-1 account and keep them
separate from our other separate accounts and from the general account.

We use the VLI-1 account to support the benefits for this policy and other
similar policies. We must keep enough money in the VLI-1 account to cover the
policy values allocated to the investment accounts under the policies funded by
the account, but we can transfer any amount that's more than these liabilities
to our general account.

We can't charge the assets of the VLI-1 account with any liabilities from our
other business.

Similarly, the income, gains or losses, realized or unrealized, of the assets of
an investment account belong to that investment account and are credited to or
charged against the assets held in that investment account without regard to our
other income, gains or losses. We comply with all laws and regulations that
apply when we value the assets of the VLI-1 account.

If we believe it's in your best interests and it's appropriate for the purposes
of this policy, we can take certain actions. We'll give you notice if it's
needed, and we'll get approval from you, the SEC or any other regulatory
authority when needed by law. Here's what we can do:

o    deregister the VLI-1 account under securities law

o    operate the VLI-1 account in any form allowed under securities and other
     law

o    take any action needed to comply with, maintain or get any exemption from
     securities law

o    transfer any assets from an investment account into another investment
     account, or into other separate accounts or our general account

o    add, combine or remove investment accounts in the VLI-1 account

o    substitute a portfolio's shares held in an investment account with another
     class of shares issued by the portfolio, or with shares of another
     investment company or any other investment allowed by law

o    change the way we deduct or collect charges under the policy as long as any
     increase in charges is allowed under the terms of this policy

o    modify this policy as needed so that it continues to qualify as life
     insurance under federal tax law

o    add to, cancel or suspend your ability to allocate net premiums or transfer
     policy value in any of the investment options to any other investment
     options.

We reserve the right to make any other technical changes to this policy that are
necessary to conform with the actions listed above.

We'll tell you if any of these actions result in a material change in the
underlying portfolios of an investment account you've allocated policy value to.
We'll file details of any material change with a regulatory authority if needed,
and the change will be subject to any approval required.

If you object to a material change that affects an investment account you've
allocated policy value to, you can ask us in a form satisfactory to us to
transfer that policy value into another investment option. We must receive your
transfer request at our administrative office within 60 days of the postmarked
date on the notice of material change we send to you. We won't charge you for
this transfer.

The VLI-1 account is a separate investment account under New York state laws.
It's registered as a unit investment trust with the SEC under the Investment
Company Act of 1940.

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Ed. 12/01

                                    Page 25



LOANS, WITHDRAWALS AND SURRENDERS

You can get access to all or some of your policy value while your policy is in
force by making withdrawals or surrendering your policy. You can also take out a
loan from us using your policy as collateral.

ABOUT LOANS

You can borrow money from us any time after the right to cancel period ends
while the person insured by the policy is living. You should consult a qualified
tax advisor before taking out a loan.

When you borrow money from us, we use your policy value as collateral. You pay
interest on the amount you borrow. The policy value set aside to secure your
loan also earns interest. Here's how it works:

o    The loan will take effect at the end of the business day we receive your
     request in a form satisfactory to us.

o    To secure the loan, we transfer an amount equal to the amount you're
     borrowing from your policy value in the investment options to the loan
     account. If you don't tell us which investment options to take the loan
     amount from, we'll transfer it from all of your investment options in
     proportion to the policy value you have in each option.

o    The amount of policy value in the loan account earns interest. You'll find
     more about the loan account later in this section. You'll find more about
     how we calculate policy value in the loan account in Your policy value.

o    Taking out a loan may affect your policy value because the amount set aside
     in the loan account misses out on the potential earnings available through
     the investment options.

o    Interest owed on the amount you've borrowed accrues daily at an annual rate
     set by us. You'll find more about our interest rates later in this section.

o    Interest that has accrued during a policy year is due on your policy
     anniversary and whenever the cash surrender value isn't enough to cover the
     monthly charge. If you don't pay the interest when it's due, we'll add it
     to the amount of your loan and start accruing interest on the new balance
     from the date it was due.

o    On each policy anniversary, if your outstanding loan amount is greater than
     your policy value in the loan account, we'll transfer the difference from
     the investment options to the loan account. If you don't tell us which
     investment options to take this amount from, we'll transfer it from your
     investment options in proportion to the policy value you have in each
     option.

How much you can borrow

The minimum amount you can borrow is $1,000. The maximum amount you can borrow
is 90% of your policy value. Throughout this policy, your outstanding loan
amount means the amount in the loan account plus any interest you owe on any
loans.

Loan interest rates

We'll tell you the interest rate within 30 days after you apply for a loan.
We'll give you 10 days notice if we're going to increase the interest rate and
you have an outstanding loan amount. A change in the loan interest rate during a
policy year won't, on its own, cause your policy to lapse during that year.

Our loan interest rate will never be more than the maximum rate allowed by law.
It will also never be more than either of the following, whichever is greater:

o    1% above the guaranteed minimum interest rate for the fixed-rate account
     shown in Section 1.

o    the published monthly average for the calendar month ending two months
     before the month in which a policy year begins.

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                                    Page 26




The monthly average currently used is Moody's Corporate Bond Yield
Average--Monthly Average Corporates, published by Moody's Investors Service,
Inc. If it's no longer published, we'll use a similar monthly average that's
acceptable to the insurance department in the state where we delivered this
policy.

We set our loan interest rates for the year at the beginning of each year. The
rate will apply for the whole year. For the next year, if the new maximum rate
is at least .5% lower than the rate we set for the last policy year, we'll lower
the rate so that it's no greater than the new maximum rate. But we won't
increase the rate unless the maximum rate is at least .5% higher than the rate
we set for the last year.

Loan account interest rate

During the first 15 policy years, the amount in the loan account earns interest
at a rate no less than 2% below the interest rate for policy loans.

Starting in the 16th policy year, the amount in the loan account earns interest
at a rate no less than 0.5% below the interest rate for policy loans.

In all policy years, the interest rate on the loan account may be different from
the interest rate for the fixed-rate account, but it will never be less than the
guaranteed minimum interest rate for the fixed-rate account in Section 1.

Paying off your loan

You can pay off all or part of your outstanding loan amount any time while your
policy is in force. The minimum loan payment you can make is $100 or your
outstanding loan amount, whichever is less. We won't deduct a premium expense
charge from any loan payment you make.

We'll reduce your outstanding loan amount by the amount of your loan payment.
We'll also transfer the amount of your loan payment from the loan account to the
investment options you choose. If you don't tell us which investment options to
make the transfer to, we'll use your most recent premium allocation
instructions.

If you don't pay off your loan

If you don't pay off your loan, we'll deduct your outstanding loan amount from
the death benefit proceeds when the person insured by the policy dies. You'll
find more about this in How death benefit proceeds are calculated.

MAKING WITHDRAWALS

You can make withdrawals starting on your policy's first anniversary as long as
the policy is in force and the person insured by the policy is living. Here's
how it works:

o    We'll process the withdrawal at the end of the business day we receive your
     request in a form satisfactory to us.

o    Each withdrawal must be at least $1,000 or the total policy value in the
     investment option you're making the withdrawal from, whichever is less.

o    A withdrawal can't be for more than your policy's cash surrender value.

o    If you don't tell us which investment options to take the withdrawal from,
     we'll take it from all of your investment options in proportion to the
     policy value you have in each option.

o    We reserve the right to allow you to make only one withdrawal from any one
     investment option within a 90-day period.

o    We'll send you new policy pages showing you any changes in your policy's
     benefits and values after you've made a withdrawal.

o    We will not allow any withdrawal that prevents the policy from qualifying
     as life insurance under federal tax law.

o    If a withdrawal would cause your policy to be classified as a modified
     endowment contract, we will not process the withdrawal until you tell us to
     in a form satisfactory to us.

AM-SVUL.1
Ed. 12/01

                                    Page 27



How withdrawals affect the face amount

If you've chosen death benefit Option 2, making a withdrawal won't reduce your
policy's face amount. If you've chosen death benefit Option 1, we'll reduce your
initial face amount and any in force face amount increases you've asked for by
the amount of the withdrawal in proportion to your face amount before the
withdrawal.

Your face amount can never be less than the minimum face amount shown in Section
1. If a withdrawal will cause your face amount to be less than the minimum face
amount, you must reduce the amount of the withdrawal or surrender the policy.

SURRENDERING YOUR POLICY

If you surrender your policy for its cash surrender value, your insurance
coverage under this policy will end. The cash surrender value is your policy
value less any outstanding loan amount. We'll calculate the cash surrender value
on the business day we receive your signed request. You can choose to receive
the cash surrender value in a lump sum or in monthly payments. You'll find more
about the payment methods we offer in Payment methods for the death benefit
proceeds and cash surrender value.

This policy doesn't have a minimum guaranteed cash surrender value, but the cash
surrender value will never be less than what's required under the laws of the
state where we delivered this policy.

AM-SVUL.1
Ed. 12/01

                                    Page 28



YOUR POLICY VALUE

Policy value isn't guaranteed - it depends on the amount and timing of your
premium payments, the performance of the investment accounts you've chosen, the
interest rates on the fixed-rate account and the loan account, policy charges,
how much you've borrowed or withdrawn from the policy, and the level of policy
and rider benefits.

HOW WE CALCULATE YOUR POLICY VALUE

Your policy value is equal to the total amount allocated to the investment
accounts, the fixed-rate account and the loan account. You'll find more about
the investment accounts and the fixed-rate account in Your investment options.
You'll find more about the loan account in Loans, withdrawals and surrenders.

We'll adjust your policy value if we find out that you stated the age or gender
of the person insured by the policy incorrectly on your application and that
person is living. We'll retroactively adjust the policy value to reflect the
monthly charges we should have deducted for the correct age or gender. You'll
find more about this in Monthly charges.

Calculating policy value in the fixed-rate account

On the policy date, the policy value in the fixed-rate account equals the net
premiums allocated to this account less the part of the first monthly charge
deducted from this account.

To calculate total policy value in the fixed-rate account on any day, we start
with the net premiums you've allocated to the account. Then we add:

o    any amounts you've transferred into the account from an investment account
     or the loan account

o    any interest accrued.

Finally, we subtract:

o    any monthly charges deducted from the account

o    any withdrawals you've made from the account

o    any amounts transferred from the account to an investment account or the
     loan account

o    any fees deducted from the account for transfers or for getting your death
     benefit early.

If we're calculating the policy value in the fixed-rate account on a monthly
charge date, we'll also subtract the part of that date's monthly charge that's
associated with this account.

Calculating policy value in the investment accounts

On the policy date, the policy value in each investment account equals the net
premiums allocated to that account less the part of the first monthly charge
deducted from that account.

On any other day, the policy value in any investment account is equal to the
number of units in the investment account multiplied by the unit value for that
account. You'll find more about units and unit values in Your investment
options.

To calculate the total number of units, we start with the number of units you
bought on the issue date. Then we add units of the account you bought:

o     using additional net premiums

o     through any transfers from other investment options or the loan account.

Finally, we subtract units of the account redeemed:

o    to pay for monthly charges

o    to pay for withdrawals

o    through any transfers to another investment option or the loan account

o    to pay for transfer fees, or fees for getting your death benefit early.

AM-SVUL.1
Ed. 12/01

                                    Page 29



If we're calculating the policy value in an investment account on a monthly
charge date, we'll also subtract the part of that date's monthly charge that's
deducted from this account.

Calculating policy value in the loan account

To calculate the total policy value in the loan account on any day, we add:

o    any amounts transferred into the account

o    any interest credited to the account.

Finally, we subtract:

o    any transfers out of the account.

MONTHLY CHARGES

We deduct a monthly charge from your policy value on each monthly charge date.
We make the deductions from the investment options in proportion to the policy
value you have in each option. We'll stop deducting the monthly charge when the
person insured by the policy reaches age 100.

The monthly charge has four parts:

Policy unit charge

You'll find the guaranteed maximum policy unit charge in Section 1.

Policy fee

You'll find the guaranteed maximum policy fee in Section 1.

Cost of insurance charge

Part of the cost of insurance charge covers sales and promotional expenses for
this policy. These expenses will be higher in the early years of your policy.

On each monthly charge date, we calculate the cost of insurance charge after we
deduct the policy unit charge and policy fee. If you've added any riders to your
policy, we may calculate rider charges before or after deducting the cost of
insurance charge depending on the rules of the rider. You'll find more in Riders
you've added.

Here's how we calculate the cost of insurance charge:

o    first we divide the net amount at risk by $1,000

o    then we multiply that amount by the monthly cost of insurance rate per
     $1,000 of net amount at risk.

Different cost of insurance rates may apply to the net amount at risk for the
initial face amount and each increase in the face amount you've asked for. The
net amount at risk can never be less than zero.

Here's how we calculate the net amount at risk:

o    first we divide the amount of the death benefit under this policy and any
     riders by a monthly interest factor of 1.00246627

o    then we subtract the policy value from that amount, before we deduct the
     cost of insurance charge.

When we're calculating net amount at risk, we allocate the policy value to the
initial face amount and any increases in the face amount in proportion to the
total face amount. If we've increased your death benefit so that your policy
continues to qualify as life insurance under federal tax law, we allocate that
increase to the initial face amount and any increases in the face amount you've
asked for in proportion to the total face amount.

The monthly cost of insurance rates for the net amount at risk of this policy
are based on the age, gender and underwriting class of the person insured by the
policy. They're also based on the policy's face amount, death benefit option and
the number of years the policy has been in force.

AM-SVUL.1
Ed. 12/01

                                    Page 30



The monthly cost of insurance rates for the initial face amount will never be
greater than the guaranteed maximum monthly cost of insurance rates shown in
Section 1.

Charges for optional riders

If you've added any riders to your policy, we add any charges for them to your
monthly charge. You'll find more in Riders you've added.

Changing our charges

We may change our monthly cost of insurance rates, excess interest rates,
mortality and expense risk charges, administrative expense charges, premium
expense charges, policy fees and policy unit charges if we change our future
expectations for mortality, expenses, persistency, investment earnings, or
federal, state or local taxes. These rates and charges, however, will never be
greater than the guaranteed maximum rates and charges. We'll make any changes
according to the procedures and standards on file with the insurance department
of the state where we delivered this policy.

Changes we make to rates and charges will be the same for all policies that have
the same face amount, death benefit option and policy year, and where the people
insured by the policies have the same issue age, gender and underwriting class.
Changes will first apply on the next monthly charge date.

We'll calculate changes in policy cost factors prospectively. We'll review
interest rates at least once a year. We'll review all other charges at least
once every five years.

We won't change our charges more than once a month. We won't change our charges
because of a change in the health or job of the person insured by this policy.
We also won't change our charges to recoup any prior losses.

AM-SVUL.1
Ed. 12/01

                                    Page 31



LAPSING AND REINSTATEMENT

If your policy's cash surrender value is less than the monthly charge on the
date it's due, your policy may lapse, which means you'll no longer have any
insurance coverage. If your policy is in danger of lapsing, we'll give you a
grace period to pay the premium needed. If your policy lapses, you have three
years from the end of the grace period to apply for reinstatement. You can't
reinstate your policy if you surrender it.

ABOUT LAPSING

Generally, if your policy's cash surrender value isn't enough to cover the
monthly charge on the date it's deducted, your policy may lapse.

We'll tell you the minimum payment you have to make in order to keep your policy
in force. You'll be required to make a minimum payment that is enough to make
your cash surrender value positive. We'll send a lapse notice to you, and to
anyone you've assigned your policy to, at the most recent addresses we have in
our records.

The grace period

We'll give you a grace period of 61 days to make the minimum payment. The grace
period will start on the date we send notice to you that the cash surrender
value wasn't enough to cover the monthly charge. We'll send a notice to you, and
to anyone you've assigned your policy to, at the most recent addresses we have
in our records. When the cash surrender value is insufficient to cover the
monthly charge, we will transfer any remaining policy value in the investment
options into a special holding account that does not earn interest.

If we don't receive the minimum payment within the grace period, your policy
will lapse with no value. If your policy lapses at the end of the grace period,
we'll return any payments you made to us during the grace period. We'll always
give you at least 15 days, but no more than 45 days, notice if your policy is
going to lapse.

REINSTATING YOUR POLICY

If your policy lapses, you have three years from the end of the grace period to
apply for a reinstatement. If approved we will reinstate the policy only,
excluding any riders.

We'll approve the reinstatement of your policy if you send us the following:

o    an application in a form satisfactory to us

o    evidence of insurability satisfactory to us

o    payment of:

     -    any outstanding loan amount as of the date the policy lapsed, or
          reinstatement of that amount

     -    all unpaid monthly charges as of the date the policy lapsed, plus
          interest at an annual effective rate of 6% from the date the policy
          lapsed to the date we reinstate it

     -    a premium that is enough to make your cash surrender value positive.

We'll reinstate your policy on the date we approve the reinstatement or the date
we receive the payment needed for reinstatement, whichever comes later. On the
date we reinstate your policy, the policy value will equal the amount you paid
to reinstate it, less:

o    any loan payment

o    any unpaid monthly charges with interest

o    any premium expense charge.

If we reinstate your policy on a monthly charge date, we'll also deduct a
monthly charge.

AM-SVUL.1
Ed. 12/01

                                    Page 32



PAYMENT METHODS FOR THE DEATH BENEFIT PROCEEDS AND CASH SURRENDER VALUE

You can choose to have the death benefit proceeds or the cash surrender value
paid in a lump sum. Or you can choose monthly payments under one of the three
payment methods we offer. You'll find more about the death benefit proceeds in
What we pay to your beneficiaries. You'll find more about the cash surrender
value in Surrendering your policy.

CHOOSING A PAYMENT METHOD

You can choose among monthly payment methods outlined on the following pages at
any time while the person insured by the policy is living. You should contact us
for more information about the payment methods.

You can change your payment method by a request using a form satisfactory to us
while the person insured by the policy is living. If we accept the change, it
will be effective on the date you signed the change request. If you don't choose
a payment method, your beneficiary can choose one when he or she files a claim
after the person insured by the policy dies.

If you change your beneficiary, we'll cancel the payment method you've chosen
and you'll have to choose a payment method again. You'll find more about
changing your beneficiary in About your beneficiaries.

You can choose contingent persons to receive the payments under payment Method 1
or Method 2 or for the guaranteed period under Method 3. You can choose a
payment method for contingent persons under our rules.

PAYMENT METHODS WE OFFER

Payment Method 1: Interest payments

Under this method, we hold the death benefit proceeds or the cash surrender
value and make monthly interest payments for the period you choose or until the
person receiving the payments dies, whichever comes first. You must choose a
period of 30 years or less. We'll pay interest at an annual effective rate of at
least 2.5%.

At any time, the person receiving the payments can ask for a lump sum payment.
The lump sum payment will be the amount of death benefit proceeds or cash
surrender value we're still holding.

If the person receiving the payments dies, we'll make a lump sum payment to
anyone you or the person receiving the payments chooses. The lump sum payment
will be the amount of death benefit proceeds or cash surrender value that we're
still holding.

If none of the people chosen to receive the payment are living, we'll pay it to
the estate of the last person to receive the monthly payments.

Payment Method 2: Payments for a fixed period

Under this method, you choose a fixed period of up to 30 years. During this
period, we make monthly payments based on a minimum annual effective interest
rate of 2.5%. You'll find the guaranteed minimum monthly payment for each $1,000
of death benefit proceeds or cash surrender value in the table below.

At any time, the person receiving the payments can take a lump sum payment
instead. The lump sum payment will always be the commuted value of the remaining
monthly payments. The commuted value is based on interest at an annual effective
rate of 2.5%. It will always be less than the sum of the remaining payments.

If the person receiving the monthly payments dies before the end of the fixed
period, we'll continue making the payments to the person you or the person
receiving the payments chooses. Or we may make a lump sum payment unless we are
instructed otherwise.

If none of the people you've chosen to receive the payments are living or you
didn't name anyone, we'll make a lump sum payment to the estate of the last
person to receive the payments.


AM-SVUL.1
Ed. 12/01

                                    Page 33



- --------------------------------------------------------------------------------

                                    METHOD 2.

                         GUARANTEED MINIMUM INSTALLMENTS
               FOR A SPECIFIED PERIOD FOR EACH $1,000 OF PROCEEDS

PAYMENT     AMOUNT OF      PAYMENT      AMOUNT OF      PAYMENT       AMOUNT OF
PERIOD        EACH         PERIOD         EACH         PERIOD           EACH
(YEARS)      MONTHLY       (YEARS)       MONTHLY       (YEARS)        MONTHLY
             PAYMENT                     PAYMENT                      PAYMENT

   2          $42.66          11          $8.64           21            $5.08
   3           28.78          12           8.01           22             4.90
   4           21.85          13           7.48           23             4.74
   5           17.69          14           7.03           24             4.59
                              15           6.64           25             4.46

   6           14.92          16           6.29           26             4.33
   7           12.94          17           5.99           27             4.22
   8           11.46          18           5.72           28             4.11
   9           10.31          19           5.48           29             4.02
  10            9.39          20           5.27           30             3.92
- --------------------------------------------------------------------------------

Payment Method 3: Life annuity with a guaranteed period

Under this method, we make monthly payments for the life of the person chosen to
receive the payments. You'll find the guaranteed minimum monthly payment for
each $1,000 of death benefit proceeds or cash surrender value in the table
below. We base the guaranteed minimum payments on an annual effective interest
rate of 2.5% and mortality rates based on the gender-distinct Annuity 2000
mortality tables set back 13 years.

We base the monthly payments on the age or gender, in completed years and
months, of the person you've chosen to receive the payments. That person can't
take a lump sum instead of the monthly payments.

If we find out that we've been using the wrong age or gender to calculate the
monthly payment, we'll recalculate the payment based on the correct age or
gender. If we've been paying too little, we'll pay the difference plus interest,
at a compound annual effective rate of 6%, on the date we recalculate the
payment. If we've been paying too much, we'll take the difference plus interest,
at a compound annual effective rate of 6%, from future payments.

You choose a guaranteed period of 0, 10, 15 or 20 years. If the same monthly
payments are available with different guaranteed periods, we'll use the longest
guaranteed period.

If the person receiving the payments dies after the guaranteed period ends,
we'll stop making payments. If the person receiving the monthly payments dies
during the guaranteed period, we'll continue making the payments to the person
you or the person receiving the payments chooses. Or that person can choose to
receive a lump sum payment. The lump sum payment will be the commuted value of
the remaining monthly payments. The commuted value is based on interest at an
annual effective rate of 2.5%. It will always be less than the sum of the
remaining payments.

We may calculate the monthly payments or lump sum payment on a more favorable
basis if we're issuing a single premium immediate annuity that has an interest
rate and a mortality rate that's more favorable to the person you've chosen to
receive the payments.

If none of the people you've chosen to receive the payments are still living or
you didn't name anyone, we'll make a lump sum payment to the estate of the last
person to receive the payments.

WHEN WE MIGHT CANCEL YOUR PAYMENT METHOD

We may cancel your payment method for any of the following reasons:

o    you assign this policy after you've chosen a payment method

o    the death benefit proceeds or cash surrender value are to be paid to a
     corporation, an association, a partnership or an estate, either in or out
     of trust

o    you've chosen payment Method 1 and the death benefit proceeds are less than
     $5,000

o    you've chosen payment Method 2 or Method 3 and any monthly payment would be
     less than $25.

AM-SVUL.1
Ed. 12/01

                                    Page 34





- ------------------------------------------------------------------------------------------------------------------------------------
                                                          METHOD 3.

                     GUARANTEED MINIMUM INSTALLMENTS FOR A CERTAIN PERIOD AND AS MUCH LONGER AS THE PAYEE MAY LIVE

                                   MALE PAYEE                                                     FEMALE PAYEE

AGE OF PAYEE           AMOUNT OF EACH MONTHLY PAYMENT FOR EACH                          AMOUNT OF EACH MONTHLY PAYMENT FOR EACH
WHEN PAYMENTS       $1,000 OF PROCEEDS WHEN THE CERTAIN PERIOD IS                      $1,000 OF PROCEEDS WHEN THE CERTAIN PERIOD IS
BEGIN
                        0 YRS     10 YRS    15 YRS      20 YRS                            0 YRS    10 YRS      15 YRS     20 YRS
                       ------     ------    ------      ------                           ------    ------      ------     ------
                                                                                                  
    20                 $2.47      $2.47      $2.47      $2.47                            $2.42      $2.42      $2.42      $2.42
    21                  2.49       2.49       2.48       2.48                             2.43       2.43       2.43       2.43
    22                  2.50       2.50       2.50       2.49                             2.44       2.44       2.44       2.44
    23                  2.51       2.51       2.51       2.51                             2.45       2.45       2.45       2.45
    24                  2.53       2.52       2.52       2.52                             2.46       2.46       2.46       2.46
    25                  2.54       2.54       2.54       2.53                             2.48       2.48       2.47       2.47
    26                  2.55       2.55       2.55       2.55                             2.49       2.49       2.49       2.49
    27                  2.57       2.57       2.56       2.56                             2.50       2.50       2.50       2.50
    28                  2.58       2.58       2.58       2.58                             2.51       2.51       2.51       2.51
    29                  2.60       2.60       2.60       2.59                             2.53       2.53       2.53       2.53
    30                  2.62       2.61       2.61       2.61                             2.54       2.54       2.54       2.54

    31                  2.63       2.63       2.63       2.63                             2.56       2.56       2.56       2.55
    32                  2.65       2.65       2.65       2.64                             2.57       2.57       2.57       2.57
    33                  2.67       2.67       2.66       2.66                             2.59       2.59       2.59       2.59
    34                  2.69       2.68       2.68       2.68                             2.61       2.60       2.60       2.60
    35                  2.71       2.70       2.70       2.70                             2.62       2.62       2.62       2.62
    36                  2.73       2.72       2.72       2.72                             2.64       2.64       2.64       2.64
    37                  2.75       2.75       2.74       2.74                             2.66       2.66       2.66       2.65
    38                  2.77       2.77       2.76       2.76                             2.68       2.68       2.67       2.67
    39                  2.79       2.79       2.79       2.78                             2.70       2.70       2.69       2.69
    40                  2.82       2.81       2.81       2.81                             2.72       2.72       2.71       2.71

    41                  2.84       2.84       2.83       2.83                             2.74       2.74       2.74       2.73
    42                  2.87       2.86       2.86       2.85                             2.76       2.76       2.76       2.75
    43                  2.89       2.89       2.89       2.88                             2.78       2.78       2.78       2.78
    44                  2.92       2.92       2.91       2.91                             2.81       2.81       2.80       2.80
    45                  2.95       2.95       2.94       2.93                             2.83       2.83       2.83       2.82
    46                  2.98       2.98       2.97       2.96                             2.86       2.86       2.85       2.85
    47                  3.01       3.01       3.00       2.99                             2.89       2.88       2.88       2.88
    48                  3.05       3.04       3.04       3.03                             2.91       2.91       2.91       2.90
    49                  3.08       3.08       3.07       3.06                             2.97       2.97       2.97       2.96
    50                  3.12       3.11       3.11       3.09                             3.01       3.00       3.00       2.99

    51                  3.16       3.15       3.14       3.13                             3.04       3.04       3.03       3.02
    52                  3.20       3.19       3.18       3.16                             3.04       3.04       3.03       3.02
    53                  3.24       3.23       3.22       3.20                             3.08       3.07       3.07       3.06
    54                  3.28       3.28       3.26       3.24                             3.11       3.11       3.10       3.09
    55                  3.33       3.32       3.31       3.28                             3.15       3.15       3.14       3.13
    56                  3.38       3.37       3.35       3.32                             3.19       3.19       3.18       3.17
    57                  3.43       3.42       3.40       3.37                             3.24       3.23       3.22       3.21
    58                  3.48       3.47       3.45       3.41                             3.28       3.27       3.26       3.25
    59                  3.54       3.52       3.50       3.46                             3.33       3.32       3.31       3.29
    60                  3.60       3.58       3.55       3.51                             3.38       3.37       3.35       3.33

    61                  3.66       3.64       3.61       3.56                             3.43       3.42       3.40       3.38
    62                  3.72       3.70       3.66       3.61                             3.48       3.47       3.45       3.43
    63                  3.79       3.76       3.72       3.67                             3.54       3.52       3.51       3.48
    64                  3.86       3.83       3.79       3.72                             3.60       3.58       3.56       3.53
    65                  3.93       3.90       3.85       3.78                             3.66       3.64       3.62       3.58
    66                  4.01       3.97       3.92       3.84                             3.73       3.71       3.68       3.64
    67                  4.09       4.05       3.99       3.90                             3.80       3.77       3.74       3.69
    68                  4.18       4.13       4.06       3.96                             3.87       3.84       3.81       3.75
    69                  4.27       4.21       4.14       4.03                             3.95       3.92       3.88       3.82
    70                  4.36       4.30       4.22       4.09                             4.03       4.00       3.95       3.88
- ---------------------------------------------------------------------------------------------------------------------------------


AM-SVUL.1
Ed. 12/01

                                    Page 35



OTHER THINGS TO KNOW ABOUT YOUR POLICY

ENTIRE CONTRACT

The entire contract consists of this policy, any attached additional benefit
riders, endorsements, original application and any subsequent application(s) for
changes that are attached to this policy. We relied upon the application(s) in
issuing this policy. All statements made in the application(s) are assumed to be
true to the best knowledge and belief of the person(s) making them. These
statements are representations and not warranties. No statement will be used to
void this contract or contest a claim unless it's a material misrepresentation
contained in the application(s).

Only the President, Vice President or Secretary of TIAA-CREF Life Insurance
Company may modify the provisions of this policy or waive any of our rights or
requirements under it.

STATEMENTS AND REPORTS WE'LL SEND YOU

We'll send you an annual statement within forty-five days of each policy
anniversary. We won't charge you for any statement. The statement will give you
information about your policy, including:

o    death benefit proceeds

o    face amount

o    current interest rates for the fixed-rate account and loan account

o    policy value

o    cash surrender value

o    any outstanding loan amount

o    premium payments you've made

o    premium expense charges we've deducted

o    monthly charges we've deducted

o    any other information that's needed by law in the state where we delivered
     this policy.

We'll also send you quarterly statements, as well as confirmations when you pay
premiums, transfer between investment options, and perform most other
transactions. Scheduled transactions such as electronic premium payments,
monthly charges, and transfers under our dollar cost averaging program will not
generate a confirmation but will be reported on your quarterly statement.

ILLUSTRATIONS

Starting on your first policy anniversary, you can ask us to send you an
illustration showing hypothetical projections of your policy value and death
benefit. We reserve the right to limit the number of illustrations to no more
than one per policy year.

COMMUNICATING WITH US

You should send all payments, and any correspondence to us, to our
administrative office. You'll find the address on the front cover of this
policy. You should always include your policy number, your full name and current
address, and the full name of the person insured by the policy.

WHEN WE PROCESS PAYMENTS

We send out all payments from our administrative office. You'll find the address
on the front cover of this policy.

We may delay making any withdrawals, loans, transfers and surrenders from the
investment accounts or applying any premium payments to the investment accounts
under unusual circumstances; for example, if:

o    the New York Stock Exchange closes on a day other than a regular holiday or
     weekend

o    the SEC determines that trading on the New York Stock Exchange is
     restricted or that an emergency exists

o    the corresponding portfolio of an investment account lawfully suspends
     payment or redemption of its shares.

AM-SVUL.1
Ed. 12/01

                                    Page 36



We may delay payments of withdrawals, loans, transfers and surrenders from the
fixed-rate account for up to six months. We won't delay a payment if it needs to
be used as a premium payment for any policy you may have with us. Payments of
any amounts derived from premiums paid may be delayed until such time as the
funds have cleared your bank.

We pay interest at an annual rate from the effective date of the withdrawal,
surrender or loan if we delay any payment for 10 days or more. This annual rate
will be the same rate that's offered under payment Method 1 in Payment methods
for the death benefit proceeds and cash surrender value. We won't pay interest
if the amount we owe you is $25 or less.

All payments we make to you under this policy are exempt from the claims of any
creditors, to the extent allowed by law. You can't assign or withdraw payments
before we make them without our consent.

MISSTATEMENT OF AGE OR SEX

If we find out that you stated the age or gender of the person insured by the
policy incorrectly on your application, we'll adjust the death benefit before we
calculate the death benefit proceeds. The death benefit will be the amount that
you could have bought with your last monthly cost of insurance charge at the
correct age or gender. If you have any riders, the death benefit for them will
be the amount that you could have bought with your last monthly rider charge at
the correct age or gender.

CONTESTING THE VALIDITY OF YOUR POLICY

This policy will be incontestable after it has been in force during the
insured's lifetime for two years from its issue date.

If the death benefit Option is changed from 1 to 2, the amount of any increase
in the death benefit due to such change will be incontestable after such change
has been in force during the insured's lifetime for two years from the date the
change takes effect. If the face amount has been increased subject to evidence
of insurability, such increase will be incontestable after it has been in force
during the insured's lifetime for two years from the date the increase takes
effect. If we successfully contest a change from death benefit Option 1 to 2 or
an increase in face amount subject to evidence of insurability, the death
benefit will be what would have been payable had such change or increase not
taken effect. We will refund to your policy value any additional cost of
insurance, policy unit, and rider charges associated with such increase or
change.

If this policy is reinstated, statements made in the reinstatement application
will be incontestable after this policy has been in force during the insured's
lifetime for two years from the reinstatement date.

If this policy is issued as a result of a conversion option from term insurance
issued by us, the contestable period will be measured from the issue date of the
term policy.

The contestable period of any additional benefit rider attached to this policy
is stated in the rider.

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IF THE PERSON INSURED BY THE POLICY COMMITS SUICIDE

In the event of the suicide of the insured, while sane or insane, within two
years from this policy's issue date, or the date of reinstatement, our liability
will be limited to the amount of premiums paid less any outstanding loan amount
and any withdrawals.

In the event of the suicide of the insured, while sane or insane, within two
years from the effective date of any increase in face amount of which evidence
of insurability had been provided, or within two years from the effective date
of a change from death benefit Option 1 to 2, our liability will be limited to
the death benefit that would have been payable had the increase or change not
taken effect. We will also refund to your policy value any additional cost of
insurance, policy unit, and rider charges associated with such increase or
change.

If this policy is issued as a result of a conversion option from term insurance,
the suicide period will be measured from the issue date of the term policy.

The suicide exclusion of any additional benefit rider attached to this policy is
stated in the rider.

POLICY CALCULATIONS

The values under this policy comply with the laws of the state where we
delivered this policy. We've filed a detailed statement showing how we calculate
these values with the state insurance department.

We base the net single premiums used for the cash value accumulation test on the
1980 Commissioners Standard Ordinary Mortality Tables using the age as of last
birthday, tobacco status, and gender of the person insured by the policy. We use
an annual interest rate of 4%.

If the issue age of the person insured by the policy is less than 20, we do not
use the tobacco status until the person reaches age 20. Once the person reaches
age 20, we will assume he or she uses tobacco unless we are given evidence
satisfactory to us to the contrary.

We use the same mortality tables to calculate guaranteed maximum cost of
insurance rates, taking into account the number of policy years and the issue
age, gender and underwriting class of the person insured by the policy. Separate
scales of the guaranteed maximum cost of insurance rates apply to substandard
underwriting classes.

DIVIDENDS

This policy is a non-participating policy and does not pay dividends.

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SECTION 3 -- SOME DEFINITIONS

ADMINISTRATIVE OFFICE

the office you must contact to exercise any of your rights under the policy.
You should send all payments and requests to:

TIAA-CREF Life Insurance Company
Administrative Office
730 Third Avenue
New York, New York 10017-3206
1-800-223-1200.

AGE

a person's age on the policy date (the issue age shown in Section 1), plus the
number of full policy years completed since the policy date. We increase "age"
by one year on each policy anniversary.

BUSINESS DAY

any day that the New York Stock Exchange or its successor is open for trading.
It usually ends at 4:00 pm Eastern Time or when trading closes on the New York
Stock Exchange or its successor, whichever is earlier. If we receive your
payment or request after the end of a business day, we'll process it as of the
end of the next business day.

CASH SURRENDER VALUE

your policy value less any outstanding loan amount.

DEATH BENEFIT PROCEEDS

the amount we pay to your beneficiaries when we receive satisfactory proof of
the death of the person insured by the policy. The amount equals the death
benefit under the death benefit option you've chosen plus any riders you've
added, minus any outstanding loan amount and any overdue monthly charges.

FACE AMOUNT

the amount of insurance coverage you've chosen (the initial face amount in
Section 1), plus any in force increases in face amount, less any decreases in
face amount.

FEDERAL TAX LAW

Section 7702 of the Internal Revenue Code of 1986.

FIXED-RATE ACCOUNT

an investment option supported by our general account. Policy value allocated to
this account earns interest at a rate no less than the guaranteed minimum rate
of interest, shown in Section 1.

GENERAL ACCOUNT

the account containing all of our assets other than those in the separate
account.

IN FORCE

when our obligations under the policy begin once we receive your first premium
payment and issue this policy. Your policy will be in force until the person
insured by the policy dies, the grace period expires and your policy lapses, or
you surrender or exchange your policy.

INITIAL FACE AMOUNT

the face amount on the issue date, shown in Section 1.

INVESTMENT ACCOUNT

an investment option that invests in shares of a corresponding portfolio of the
TIAA-CREF Life Funds. You'll find the list of investment accounts available
under this policy in Section 1. Each investment account is a subaccount of the
separate account, VLI-1.

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                                    Page 39



INVESTMENT OPTIONS

the options you can choose from when you're allocating net premiums under this
policy. The investment options for this policy include the investment accounts
listed in Section 1, and the fixed-rate account.

ISSUE AGE

the age, shown in Section 1, of the person insured by the policy on the policy
date.

ISSUE DATE

the day, shown in Section 1, that we issued this policy at our administrative
office. We measure the suicide and contestability periods from the issue date.

LOAN ACCOUNT

an account within our general account to which we transfer policy value from the
investment options as collateral when you take out a policy loan. The policy
value in the loan account earns interest at a rate no less than the guaranteed
minimum rate for loans described in Section 2.

MODIFIED ENDOWMENT CONTRACT

a special kind of life insurance policy that's defined in Section 7702A of the
Internal Revenue Code. It doesn't receive the same tax advantages as other life
insurance policies.

MONTHLY CHARGE DATE

the day we deduct the monthly charge from your policy value. It's the same date
of each calendar month as the policy date or it's the last day of the month if
that comes first.

NET AMOUNT AT RISK

the amount we use to calculate the cost of insurance charges for this policy and
any riders you've added. It can never be less than zero. We calculate it by
dividing the amount of death benefit by a monthly interest factor of 1.00246627.
Then, from this amount, we subtract the policy value, before we deduct the cost
of insurance charge.

NET PREMIUM

any premium payment, less a premium expense charge, that we allocate to an
investment option.

OUTSTANDING LOAN AMOUNT

the amount in the loan account plus any unpaid and accrued interest you owe.

POLICY ANNIVERSARY

the same date of each calendar year as the policy date shown in Section 1.

POLICY DATE

the effective date of this policy shown in Section 1. Policy months, policy
years and policy anniversaries are measured from the policy date.

POLICY VALUE

the total amount in the investment accounts, the fixed-rate account and the loan
account.

POLICY YEAR

a year that starts on the policy date or on a policy anniversary.

PORTFOLIO

an investment portfolio of the TIAA-CREF Life Funds that has its own investment
objective, strategy and risk.

SEC

Securities and Exchange Commission.

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Ed. 12/01

                                    Page 40



SECURITIES LAW

the Investment Company Act of 1940.

SEPARATE ACCOUNT

the TIAA-CREF Life separate account, VLI-1. It's divided into investment
accounts, each of which invests in shares of a corresponding portfolio of the
TIAA-CREF Life Funds.

TAX TEST

the Internal Revenue Code Section 7702 test shown in Section 1 that we use to
calculate your policy's minimum death benefit and the maximum amount of premium
you can pay. Once we issue your policy, the tax test can't be changed.

UNDERWRITING CLASS

a class we assign to the person insured by the policy and use to calculate cost
of insurance charges. Classes are based on health, whether or not the person
uses tobacco and other non-medical factors. Classes include any flat and
temporary extra mortality charges.

UNIT

a measure used to calculate the amount of policy value in any investment
account.

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                                    Page 42













KEY FEATURES OF YOUR POLICY

o    ADJUSTABLE DEATH BENEFIT

o    FLEXIBLE PREMIUMS PAYABLE DURING THE INSURED'S LIFETIME

o    PREMIUMS CAN BE ALLOCATED TO THE FIXED-RATE ACCOUNT AND/OR TO OUR
     INVESTMENT ACCOUNTS

o    POLICY VALUE, DEATH BENEFIT AND LENGTH OF COVERAGE VARY DEPENDING ON
     INVESTMENT PERFORMANCE

o    PAYS DEATH BENEFIT PROCEEDS WHEN THE PERSON INSURED BY THE POLICY DIES

o    CAN BE CASHED IN FOR ITS CASH SURRENDER VALUE

o    DOESN'T PAY DIVIDENDS BECAUSE IT'S A NONPARTICIPATING POLICY

o    OPTION TO GET YOUR DEATH BENEFIT EARLY, BUT YOU SHOULD CONSULT A QUALIFIED
     TAX ADVISER FIRST BECAUSE THE PAYMENT MAY BE TAXABLE


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Ed. 12/01
                                    Page 43