1 General POLICY NUMBER: American LIFE INSURANCE COMPANY 16,000,001 13045 TESSON FERRY RD. ST. LOUIS, MISSOURI 63128 INSURED: John Doe FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE PARTICIPATING Flexible Premiums are payable during the lifetime of the Insured to Attained Age 100. If the Insured dies while this policy is in force, we will pay the policy proceeds to the beneficiary. We must receive proof of the Insured's death. The policy must also be surrendered to us after death occurs. Any payment will be subject to all of the provisions and conditions on this and the following pages of this policy. THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED ON PAGES 4.01 AND 4.02. THE POLICY'S CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT IS BASED ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE SEPARATE ACCOUNT PROVISION. THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH INTEREST AT A MINIMUM GUARANTEED RATE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE MAY CREDIT ADDITIONAL INTEREST IN EXCESS OF THE GUARANTEED RATE. SEE THE GENERAL ACCOUNT CASH VALUE PROVISION. RIGHT TO EXAMINE POLICY Please read this policy. You may return this policy to us or to the agent through whom it was purchased within 20 days from the date you receive it or within 45 days after the application is signed, whichever period ends later. If you return it within this period, the policy will be void from the beginning. We will refund any premium paid. This policy is a legal contract between the policyowner and General American. PLEASE READ YOUR CONTRACT CAREFULLY. This cover sheet provides only a brief outline of some of the important features of your policy. This cover sheet is not the complete insurance contract and only the actual policy provisions will control. The policy itself sets forth, in detail, the rights and obligations of both you and your insurance company. IT IS, THEREFORE, IMPORTANT THAT YOU READ YOUR POLICY. Signed for the company at its Home Office, St. Louis, Missouri 63128. (1-800-638-9294) /s/ Robert J. Banstetter /s/ Richard A. Liddy V.P., GENERAL COUNSEL CHAIRMAN, PRESIDENT AND SECRETARY AND CEO 100016 0.01 (6/98) 2 ALPHABETIC GUIDE TO YOUR CONTRACT Page 3.07 Addition, Deletion or Substitution of Investments 4.04 Allocation of Net Premiums 3.04 Assignments 6.09 Basis of Computation 3.02 Beneficiary 6.06 Cash Surrender Value 6.02 Cash Values 4.02 Change in Contract Type 4.02 Change in Face Amount 3.05 Change of Insured 3.04 Change of Owner or Beneficiary 3.04 Claims of Creditors 3.04 Conformity with Statutes 4.01 Death Benefit 3.01 Definitions 6.01 Dividends 6.01 Dividend Options 6.02 General Account Cash Value 6.03 General Account Interest Rate 4.04 Grace Period 3.05 Incontestability 7.01 Interest on Proceeds 3.01 Issue Date 6.05 Loan Account Cash Value Page 6.01 Loans 3.05 Misstatement of Age or Sex and Corrections 6.05 Monthly Cost of Insurance 6.06 Monthly Deduction 6.06 Monthly Policy Charge 6.04 Net Investment Factor 4.03 Net Premium 3.02 Owner 6.07 Partial Withdrawals 7.01 Payment of Policy Benefits 4.03 Payment of Premiums 4.02 Policy Changes 4.01 Policy Proceeds 6.09 Postponement of Payments or Transfers 4.05 Reinstatement 3.04 Requests for Changes and/or Information 6.03 Separate Account Cash Value 3.06 Separate Account Provisions 3.04 Statements in Application 3.05 Suicide Exclusion 6.07 Surrender 3.07 Transfers Additional Benefit Riders, Modifications and Amendments, if any, and a Copy of the Application are found following the final section. NOTICE OF ANNUAL MEETING The annual meeting for the election of directors and the transaction of other business for General American Mutual Holding Company is held each year at its Home Office in St. Louis, Missouri. This meeting is at 11:00 a.m. on the fourth Thursday in April. General American Mutual Holding Company is a mutual company owned by its members. Each member is entitled to vote at such elections and to participate in such meetings. 100016 0.02 (6/98) 3 1. POLICY SPECIFICATIONS GENERAL POLICY SPECIFICATIONS INSURED [JOHN DOE] POLICY NUMBER [16,000,001] ISSUE DATE [JANUARY 1, 1998] FACE AMOUNT [$50,000] CONTRACT TYPE [OPTION A] INSURED AGE [35] SEX [MALE] RISK CLASSIFICATION [STANDARD SMOKER] INITIAL PREMIUM PAID [$732.50] PLANNED ANNUAL PREMIUM [$732.50] MINIMUM INITIAL ANNUAL PREMIUM AMOUNT [$732.50] QUALIFIED ROLLOVER PREMIUM [$0.00] TARGET PREMIUM [$425.00] TARGET PREMIUM (BASE ONLY) [$425.00] NO LAPSE ANNUAL PREMIUM [$732.50] NO LAPSE PREMIUM DATE [JANUARY 1, 2003] PREMIUM TAX CHARGE [2%] FEDERAL TAX CHARGE [1.3%] MAXIMUM PERCENT OF PREMIUM CHARGE - 1st YEAR: UP TO TARGET PREMIUM [15%] ABOVE TARGET PREMIUM [5%] QUALIFIED ROLLOVER PREMIUM [0%] YEARS 2-10 [5%] YEARS 11+ [2%] FORM BENEFITS - AS SPECIFIED IN POLICY NUMBERS AND IN ANY RIDER POLICY PLAN: FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE 100016 11202 11203 11204 11205 103014 104008 106006 00780 11202 1.01 4 2. POLICY SPECIFICATIONS GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE [4%] GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT [100%] GENERAL ACCOUNT MAXIMUM WITHDRAWAL PERCENT LIMIT [25%] MAXIMUM MONTHLY COST OF INSURANCE FACTOR [1.0032737] MAXIMUM DAILY MORTALITY AND EXPENSE RISK PERCENTAGE: YEARS 1-10 [0.0015027%] YEARS 11-20 [0.0012301%] YEARS 21+ [0.0009572%] MAXIMUM ANNUAL MORTALITY AND EXPENSE RISK PERCENTAGE: YEARS 1-10 [0.55%] YEARS 11-20 [0.45%] YEARS 21+ [0.35%] MAXIMUM MONTHLY POLICY CHARGE: 1ST YEAR [$25.00] YEARS 2+ [$6.00] MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE: YEARS 1-10 [$1.05] YEARS 11+ [$0] MINIMUM FACE AMOUNT [$50,000] MINIMUM FACE AMOUNT INCREASE [$5,000] MINIMUM FACE AMOUNT DECREASE [$5,000] MAXIMUM FEE FOR PROJECTION OF [$25.00] BENEFITS AND VALUES MAXIMUM TRANSFER CHARGE [$25.00] GUARANTEED INTEREST RATE ON [4.0%] PROCEEDS 7702 TABLE [1980 CSO MORTALITY TABLE FOR A MALE SMOKER, AGE NEAREST BIRTHDAY] BASIS OF COMPUTATION OF MINIMUM [1980 CSO MORTALITY TABLE CASH VALUES FOR A MALE SMOKER, AGE NEAREST BIRTHDAY] IF THE INITIAL PREMIUM PAID AND SUBSEQUENT PREMIUMS PROVE TO BE TOO LOW, COVERAGE PROVIDED BY THIS POLICY MAY CEASE. 11202 1.02 5 SURRENDER CHARGE SCHEDULE INSURED JOHN DOE POLICY NUMBER 16,000,001 FACE AMOUNT $50,000 COVERAGE FPVL TARGET PREMIUM (Base Only) $425.00 EFFECTIVE DATE JANUARY 1, 1998 MAXIMUM MAXIMUM POLICY SURRENDER POLICY SURRENDER MONTH CHARGE MONTH CHARGE 1-60 45.00% 91 24.17% 61 44.58% 92 23.33% 62 44.17% 93 22.50% 63 43.75% 94 21.67% 64 43.33% 95 20.83% 65 42.92% 96 20.00% 66 42.50% 97 19.17% 67 42.08% 98 18.33% 68 41.67% 99 17.50% 69 41.25% 100 16.67% 70 40.83% 101 15.83% 71 40.42% 102 15.00% 72 40.00% 103 14.17% 73 39.17% 104 13.33% 74 38.33% 105 12.50% 75 37.50% 106 11.67% 76 36.67% 107 10.83% 77 35.83% 108 10.00% 78 35.00% 109 9.17% 79 34.17% 110 8.33% 80 33.33% 111 7.50% 81 32.50% 112 6.67% 82 31.67% 113 5.83% 83 30.83% 114 5.00% 84 30.00% 115 4.17% 85 29.17% 116 3.33% 86 28.33% 117 2.50% 87 27.50% 118 1.67% 88 26.67% 119 0.83% 89 25.83% 120 0.00% 90 25.00% 11203 6 TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES RATES ARE PER $1,000 COVERAGE: FPVL INSURED: JOHN DOE POLICY NUMBER: 16,000,001 ISSUE DATE: JANUARY 1, 1998 ATTAINED AGE RATE ATTAINED AGE RATE ATTAINED AGE RATE 35 0.22 57 1.51 79 9.46 36 0.23 58 1.64 80 10.13 37 0.25 59 1.78 81 10.87 38 0.28 60 1.93 82 11.68 39 0.30 61 2.11 83 12.59 40 0.33 62 2.30 84 13.54 41 0.36 63 2.52 85 14.52 42 0.40 64 2.76 86 15.48 43 0.44 65 3.02 87 16.42 44 0.48 66 3.30 88 17.45 45 0.52 67 3.58 89 18.46 46 0.57 68 3.88 90 19.47 47 0.62 69 4.19 91 20.51 48 0.67 70 4.54 92 21.61 49 0.73 71 4.92 93 23.03 50 0.80 72 5.36 94 24.85 51 0.87 73 5.85 95 27.50 52 0.95 74 6.39 96 32.05 53 1.05 75 6.98 97 40.02 54 1.15 76 7.59 98 54.83 55 1.26 77 8.21 99 83.33 56 1.38 78 8.83 100+ 0.00 THESE RATES ARE FOR THE BASE POLICY AT ISSUE. THEY ARE BASED ON THE 1980 COMMISSIONERS STANDARD ORDINARY MORTALITY TABLE FOR A MALE SMOKER. 11204 7 DEATH BENEFIT OPTION C ATTAINED AGE FACTORS COVERAGE: FPVL INSURED: JOHN DOE POLICY NUMBER: 16,000,001 ISSUE DATE: JANUARY 1, 1998 ATTAINED ATTAINED ATTAINED AGE RATE AGE RATE AGE RATE 35 5.64184 57 2.45952 79 1.33835 36 5.42508 58 2.37604 80 1.31492 37 5.21686 59 2.29637 81 1.29295 38 5.01683 60 2.22033 82 1.27239 39 4.82481 61 2.14774 83 1.25326 40 4.64044 62 2.07858 84 1.23556 41 4.46354 63 2.01279 85 1.21935 42 4.29389 64 1.95040 86 1.20433 43 4.13112 65 1.89131 87 1.19047 44 3.97514 66 1.83546 88 1.17738 45 3.82557 67 1.78261 89 1.16503 46 3.68227 68 1.73259 90 1.15300 47 3.54498 69 1.68510 91 1.14119 48 3.41344 70 1.64002 92 1.12932 49 3.28747 71 1.59723 93 1.11709 50 3.16694 72 1.55674 94 1.10423 51 3.05154 73 1.51862 95 1.09045 52 2.94120 74 1.48292 96 1.07580 53 2.83570 75 1.44965 97 1.06037 54 2.73495 76 1.41875 98 1.04422 55 2.63880 77 1.39005 99 1.02648 56 2.54704 78 1.36333 100+ 1.01000 11205 8 1. DEFINITIONS IN THIS POLICY WE, US AND OUR GENERAL AMERICAN LIFE INSURANCE COMPANY. YOU AND YOUR THE OWNER OF THIS POLICY. THE OWNER MAY BE SOMEONE OTHER THAN THE INSURED. IN THE APPLICATION THE WORDS "YOU" AND "YOUR" REFER TO THE PROPOSED INSURED PERSON(S). INSURED THE PERSON WHOSE LIFE IS INSURED UNDER THIS POLICY. SEE THE POLICY SPECIFICATIONS PAGE. ISSUE AGE THE AGE OF EACH INSURED AS OF HIS OR HER NEAREST BIRTHDAY TO THE ISSUE DATE. ATTAINED AGE THE ISSUE AGE PLUS THE NUMBER OF COMPLETED POLICY YEARS. THIS INCLUDES ANY PERIOD DURING WHICH THIS POLICY WAS LAPSED. ISSUE DATE THE EFFECTIVE DATE OF THE COVERAGE UNDER THIS POLICY WHICH IS THE ISSUE DATE SHOWN ON THE POLICY SPECIFICATIONS PAGE. IT IS ALSO THE DATE FROM WHICH POLICY ANNIVERSARIES, POLICY YEARS, AND POLICY MONTHS ARE MEASURED. INVESTMENT THE DATE THE FIRST PREMIUM IS APPLIED TO THE GENERAL ACCOUNT AND/OR THE DIVISIONS START DATE OF SEPARATE ACCOUNT ELEVEN. THIS DATE WILL BE THE LATER OF: - THE ISSUE DATE OF THE POLICY; OR - THE DATE WE RECEIVE THE FIRST PREMIUM AT OUR HOME OFFICE. MONTHLY THE SAME DATE IN EACH SUCCEEDING MONTH AS THE ISSUE DATE EXCEPT THAT WHENEVER THE ANNIVERSARY MONTHLY ANNIVERSARY FALLS ON A DATE OTHER THAN A VALUATION DATE, THE MONTHLY ANNIVERSARY WILL BE DEEMED THE NEXT VALUATION DATE. IF ANY MONTHLY ANNIVERSARY WOULD BE THE 29TH, 30TH, OR 31ST DAY OF A MONTH THAT DOES NOT HAVE THAT NUMBER OF DAYS, THEN THE MONTHLY ANNIVERSARY WILL BE THE LAST DAY OF THAT MONTH. GENERAL ACCOUNT THE ASSETS HELD BY US, EXCLUDING ANY LOANS, OTHER THAN THOSE ALLOCATED TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN OR ANY OTHER SEPARATE ACCOUNT. SEPARATE ACCOUNT SEPARATE ACCOUNT ELEVEN, A SEPARATE INVESTMENT ACCOUNT CREATED BY US TO RECEIVE AND INVEST NET PREMIUMS RECEIVED FOR THIS POLICY OR OTHER POLICIES. LOAN ACCOUNT THE ACCOUNT TO WHICH WE WILL TRANSFER FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN THE AMOUNT OF ANY POLICY LOAN. LOAN SUBACCOUNT A LOAN SUBACCOUNT EXISTS FOR THE GENERAL ACCOUNT AND EACH DIVISION OF SEPARATE ACCOUNT ELEVEN. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT WILL BE ALLOCATED TO THE APPROPRIATE LOAN SUBACCOUNT TO REFLECT THE ORIGIN OF THE CASH VALUE. AT ANY POINT IN TIME, THE LOAN ACCOUNT WILL EQUAL THE SUM OF ALL THE LOAN SUBACCOUNTS. VALUATION DATE EACH DAY THAT THE NEW YORK STOCK EXCHANGE IS OPEN FOR TRADING, WE ARE OPEN FOR BUSINESS AND THE SEC HAS NOT RESTRICTED TRADING OR DECLARED AN EMERGENCY. SEC THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. 103014 3.01 (6/98) 9 2. PERSONS WITH AN INTEREST IN THE POLICY OWNER THE OWNER OF THIS POLICY IS AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL AGREEMENT ATTACHED TO THIS POLICY, UNLESS LATER CHANGED AS PROVIDED IN THIS POLICY. IF THERE IS MORE THAN ONE OWNER AT A GIVEN TIME, ALL MUST EXERCISE THE RIGHTS OF OWNERSHIP BY JOINT ACTION. OWNERSHIP MAY BE CHANGED IN ACCORDANCE WITH THE CHANGE OF OWNER OR BENEFICIARY PROVISION. YOU, AS OWNER, ARE ENTITLED TO EXERCISE ALL OWNERSHIP RIGHTS PROVIDED BY THIS POLICY, WHILE IT IS IN FORCE. ANY PERSON WHOSE RIGHTS OF OWNERSHIP DEPEND UPON SOME FUTURE EVENT WILL NOT POSSESS ANY PRESENT RIGHTS OF OWNERSHIP. IF THE OWNER IS A TRUSTEE(S), WE MAY ACT IN RELIANCE UPON THE WRITTEN REQUEST OF ANY TRUSTEE AND WE ARE NOT RESPONSIBLE FOR PROPER ADMINISTRATION OF THE TRUST. UNLESS OTHERWISE PROVIDED, THE FINAL OWNER WILL BE THE ESTATE OF THE LAST OWNER TO DIE. BENEFICIARY THE BENEFICIARY TO RECEIVE THE PROCEEDS IN THE EVENT OF THE INSURED'S DEATH IS AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL AGREEMENT ATTACHED TO THIS POLICY, UNLESS LATER CHANGED AS PROVIDED IN THE POLICY. YOU MAY CHANGE THE BENEFICIARY IN ACCORDANCE WITH THE CHANGE OF OWNER OR BENEFICIARY PROVISION. UNLESS OTHERWISE STATED, THE BENEFICIARY HAS NO RIGHTS IN THIS POLICY BEFORE THE DEATH OF THE INSURED. IF THERE IS MORE THAN ONE BENEFICIARY AT THE DEATH OF THE INSURED, EACH WILL RECEIVE EQUAL PAYMENTS UNLESS OTHERWISE PROVIDED. UNLESS YOU PROVIDE OTHERWISE, IF A BENEFICIARY DIES PRIOR TO THE INSURED'S DEATH, THAT BENEFICIARY'S SHARE WILL BE PAID TO THE LIVING BENEFICIARIES OF THAT CLASS. THE DECEASED BENEFICIARY'S SHARE WILL BE PAID IN THE SAME PROPORTION AS THE LIVING BENEFICIARIES' SHARES. IF THERE ARE NO BENEFICIARIES LIVING WHEN THE INSURED DIES, OR AT THE END OF ANY COMMON DISASTER PERIOD, THE PROCEEDS (COMMUTED IF REQUIRED) WILL BE PAYABLE TO YOU, IF YOU ARE LIVING, OR TO YOUR ESTATE. ANY PAYMENT WE MAKE WILL TERMINATE OUR LIABILITY WITH RESPECT TO SUCH PAYMENT. IF THE INSURED DESIGNATES SPECIFIC AMOUNTS TO BE PAID TO SPECIFIC BENEFICIARIES AND THE TOTAL OF THOSE AMOUNTS IS OTHER THAN THE AMOUNT OF PROCEEDS PAYABLE, THE PROCEEDS PAYABLE WILL BE ADJUSTED AND PAID IN THE SAME PROPORTION AS THE SPECIFIC AMOUNTS WERE TO BE PAID. ANY TERM USED IN THE MASCULINE, FEMININE, SINGULAR OR PLURAL, WILL INCLUDE OR BE THE OPPOSITE GENDER OR NUMBER WHERE NECESSARY. IF ANY BENEFICIARY DESIGNATION IN THE APPLICATION INCLUDES ANY OF THE FOLLOWING PROVISIONS, THE TERMS OF THAT PROVISION SHOWN BELOW WILL APPLY: 1. PER STIRPES. THE SHARE OF A DECEASED BENEFICIARY WILL BE PAID TO THAT BENEFICIARY'S SURVIVING CHILDREN, EQUALLY. 2. COMMON DISASTER. WE WILL NOT MAKE PAYMENT UNTIL THE STATED NUMBER OF DAYS AFTER THE INSURED'S DEATH. IF ANY BENEFICIARY DIES DURING THIS PERIOD, OR IF THE ORDER OF DEATH OF ANY BENEFICIARY AND THE INSURED CANNOT BE DETERMINED, WE WILL PAY AS THOUGH SUCH BENEFICIARY DIED FIRST. 3. TRUST FOR MINOR BENEFICIARY. THE ORIGINAL OR SUCCESSOR TRUSTEE FOR A MINOR BENEFICIARY WILL SERVE WITHOUT BOND AND EXERCISE ALL RIGHTS AND RECEIVE ALL PROCEEDS FOR THE MINOR BENEFICIARY. SUCH PROCEEDS WILL BE HELD IN A SEPARATE TRUST AND USED AT THE TRUSTEE'S DISCRETION FOR SUCH MINOR'S EDUCATION, SUPPORT, CARE AND GENERAL WELFARE. THE TRUST WILL TERMINATE AT THE LEGAL AGE OF MAJORITY OR PRIOR DEATH OF THE MINOR BENEFICIARY. ANY FUNDS THEN HELD BY THE TRUSTEE WILL BE PAID IN ONE SUM TO SUCH BENEFICIARY OR THE BENEFICIARY'S ESTATE. THE TRUST CAN BE REVOKED BY A CHANGE OF BENEFICIARY UNDER THE POLICY. PAYMENT TO ANY TRUSTEE WILL DISCHARGE US TO THE EXTENT OF SUCH PAYMENT. 103014 3.02 (6/98) 10 4. TRUST UNDER WILL. WHEN WE RECEIVE AT OUR HOME OFFICE: A) CERTIFIED COPIES OF THE LAST WILL AND TESTAMENT OF THE NAMED TESTATOR; AND B) THE ORDER ADMITTING THE WILL TO PROBATE; AND IF SUCH WILL CREATED A TRUST CAPABLE OF RECEIVING PROCEEDS; THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE. IF, BEFORE WE RECEIVE THESE DOCUMENTS, SATISFACTORY PROOF IS FURNISHED THAT: A) THE TESTATOR DIED INTESTATE; OR B) THE WILL CREATED NO TRUST CAPABLE OF RECEIVING PROCEEDS; OR C) THE TESTATOR WAS NOT THE INSURED, BUT SURVIVED THE INSURED; THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED. IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE EXTENT OF SUCH PAYMENT. WE ARE NOT REQUIRED TO CHECK INTO THE VALIDITY, GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST. SUCH TRUSTEE DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER THE POLICY, INCLUDING THE RIGHT TO CHANGE THE BENEFICIARY. 5. TRUST UNDER SEPARATE WRITTEN AGREEMENT. WHEN WE RECEIVE AT OUR HOME OFFICE A WRITTEN STATEMENT FROM THE TRUSTEE NAMED IN THE BENEFICIARY DESIGNATION THAT: A) THE TRUST AGREEMENT IS IN FORCE; AND B) THE AGREEMENT PERMITS THE TRUSTEE TO RECEIVE THE PROCEEDS; THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE. IF, BEFORE WE RECEIVE THE TRUSTEE'S STATEMENT, SATISFACTORY PROOF IS FURNISHED THAT: A) THE TRUST AGREEMENT IS NOT IN EFFECT; OR B) THE AGREEMENT DOES NOT PERMIT THE TRUSTEE TO RECEIVE THE PROCEEDS; THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED. IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE EXTENT OF SUCH PAYMENT. WE ARE ENTITLED TO RELY ON ANY STATEMENTS OR DOCUMENTS FURNISHED TO US BY THE TRUSTEE AND ARE NOT REQUIRED TO CHECK INTO THE VALIDITY, GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST AGREEMENT. SUCH TRUSTEE DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER THE POLICY, INCLUDING THE RIGHT TO CHANGE THE BENEFICIARY. 6. IRREVOCABLE BENEFICIARY. YOU CANNOT CHANGE AN IRREVOCABLE BENEFICIARY WITHOUT THE WRITTEN CONSENT OF SUCH BENEFICIARY. ALSO, YOU CANNOT EXERCISE ANY OTHER OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH BENEFICIARY, IF THE EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF DIMINISHING THE RIGHTS AND INTEREST OF THE IRREVOCABLE BENEFICIARY. 7. CREDITOR BENEFICIARY. PROCEEDS PAYABLE TO ANY CREDITOR BENEFICIARY ARE LIMITED TO ITS PROVABLE INTEREST. THE BALANCE OF ANY PROCEEDS WILL BE PAID TO ANY OTHER NAMED BENEFICIARY. IF THERE IS NO OTHER BENEFICIARY LIVING, WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED. YOU CANNOT CHANGE A CREDITOR BENEFICIARY WITHOUT THE WRITTEN CONSENT OF THE CREDITOR OR RELEASE OF ITS INTEREST. ALSO, YOU CANNOT EXERCISE ANY OTHER OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH BENEFICIARY, IF THE EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF DIMINISHING THE RIGHTS AND INTEREST OF THE CREDITOR BENEFICIARY. 103014 3.03 (6/98) 11 CHANGE OF DURING THE INSURED'S LIFETIME YOU MAY CHANGE THE OWNERSHIP AND BENEFICIARY OWNER OR DESIGNATIONS, SUBJECT TO ANY RESTRICTIONS AS STATED IN THE OWNER OR BENEFICIARY BENEFICIARY PROVISIONS. YOU MUST MAKE THE CHANGE IN WRITTEN FORM SATISFACTORY TO US. IF ACCEPTABLE TO US THE CHANGE WILL TAKE EFFECT AS OF THE TIME YOU SIGNED THE REQUEST, WHETHER OR NOT THE INSURED IS LIVING WHEN WE RECEIVE YOUR REQUEST AT OUR HOME OFFICE. THE CHANGE WILL BE SUBJECT TO ANY ASSIGNMENT OF THIS POLICY OR OTHER LEGAL RESTRICTIONS. IT WILL ALSO BE SUBJECT TO ANY PAYMENT WE MADE OR ACTION WE TOOK BEFORE WE RECEIVED YOUR WRITTEN NOTICE OF THE CHANGE. WE HAVE THE RIGHT TO REQUIRE THE POLICY FOR ENDORSEMENT BEFORE WE ACCEPT THE CHANGE. IF YOU ARE ALSO THE BENEFICIARY OF THE POLICY AT THE TIME OF THE INSURED'S DEATH, YOU MAY DESIGNATE SOME OTHER PERSON TO RECEIVE THE PROCEEDS OF THE POLICY WITHIN 60 DAYS AFTER THE INSURED'S DEATH. ASSIGNMENTS WE WILL NOT BE BOUND BY AN ASSIGNMENT OF THE POLICY OR OF ANY INTEREST IN IT UNLESS: 1. THE ASSIGNMENT IS MADE AS A WRITTEN INSTRUMENT, 2. YOU FILE THE ORIGINAL INSTRUMENT OR A CERTIFIED COPY WITH US AT OUR HOME OFFICE, AND 3. WE SEND YOU AN ACKNOWLEDGED COPY. WE ARE NOT RESPONSIBLE FOR DETERMINING THE VALIDITY OF ANY ASSIGNMENT. IF A CLAIM IS BASED ON AN ASSIGNMENT, WE MAY REQUIRE PROOF OF INTEREST OF THE CLAIMANT. A VALID ASSIGNMENT WILL TAKE PRECEDENCE OVER ANY CLAIM OF A BENEFICIARY. REQUESTS FOR SUBMIT ALL REQUESTS FOR CHANGE AND/OR INFORMATION IN WRITING TO OUR HOME OFFICE - CHANGES AND/OR GENERAL AMERICAN LIFE INSURANCE COMPANY, P.O. BOX 14490, ST. LOUIS, MO 63178. INFORMATION 3. GENERAL PROVISIONS THE CONTRACT WE HAVE ISSUED THIS POLICY IN CONSIDERATION OF THE APPLICATION AND PAYMENT OF PREMIUMS. THE POLICY, THE APPLICATION FOR IT, ANY RIDERS AND ANY APPLICATION FOR AN INCREASE IN FACE AMOUNT CONSTITUTE THE ENTIRE CONTRACT AND ARE ATTACHED TO AND MADE A PART OF THE POLICY WHEN THE INSURANCE APPLIED FOR IS ACCEPTED. A COPY OF ANY APPLICATION FOR REINSTATEMENT WILL BE SENT TO YOU FOR ATTACHMENT TO THIS POLICY AND WILL BECOME PART OF THE CONTRACT OF REINSTATEMENT AND OF THIS POLICY. THE POLICY MAY BE CHANGED BY MUTUAL AGREEMENT. ANY CHANGE MUST BE IN WRITING AND APPROVED BY OUR PRESIDENT, VICE-PRESIDENT OR SECRETARY. OUR AGENTS HAVE NO AUTHORITY TO ALTER OR MODIFY ANY TERMS, CONDITIONS, OR AGREEMENTS OF THIS POLICY, OR TO WAIVE ANY OF ITS PROVISIONS. CONFORMITY WITH IF ANY PROVISION IN THIS POLICY IS IN CONFLICT WITH THE LAWS OF THE STATE WHICH STATUTES GOVERN THIS POLICY, THE PROVISION WILL BE DEEMED TO BE AMENDED TO CONFORM WITH SUCH LAWS. IN ADDITION, WE RESERVE THE RIGHT TO CHANGE THIS POLICY IF WE DETERMINE THAT A CHANGE IS NECESSARY TO CAUSE THIS POLICY TO COMPLY WITH, OR GIVE YOU THE BENEFIT OF, ANY FEDERAL OR STATE STATUTE, RULE, OR REGULATION, INCLUDING, BUT NOT LIMITED TO, REQUIREMENTS FOR LIFE INSURANCE CONTRACTS UNDER THE INTERNAL REVENUE CODE, OR ITS REGULATIONS OR PUBLISHED RULINGS. STATEMENTS IN ALL STATEMENTS MADE BY THE INSURED OR ON HIS OR HER BEHALF, OR BY THE APPLICANT, WILL APPLICATION BE DEEMED REPRESENTATIONS AND NOT WARRANTIES, EXCEPT IN THE CASE OF FRAUD. MATERIAL MISSTATEMENTS WILL NOT BE USED TO VOID THE POLICY, ANY RIDER OR ANY INCREASE IN FACE AMOUNT OR DENY A CLAIM UNLESS MADE IN THE APPLICATION FOR A POLICY, A RIDER OR AN INCREASE IN FACE AMOUNT. CLAIMS OF TO THE EXTENT PERMITTED BY LAW, NEITHER THE POLICY NOR ANY PAYMENT UNDER IT WILL BE CREDITORS SUBJECT TO THE CLAIMS OF CREDITORS OR TO ANY LEGAL PROCESS. 103014 3.04 (6/98) 12 RIGHT TO EXAMINE YOU HAVE THE RIGHT TO REQUEST US TO CANCEL AN INCREASE IN FACE AMOUNT AND RECEIVE A INCREASE IN PREMIUM REFUND. THE REQUEST MUST BE IN WRITING AND MUST BE MADE NO LATER THAN: FACE AMOUNT - 20 DAYS FROM THE DATE YOU RECEIVED THE NEW POLICY SPECIFICATIONS PAGE FOR THE INCREASE; OR - 45 DAYS AFTER THE DATE YOU SIGNED THE APPLICATION FOR THE INCREASE. IF YOU DO REQUEST US TO CANCEL THE INCREASE, THE MONTHLY DEDUCTIONS ASSOCIATED WITH THAT INCREASE WILL BE RESTORED TO THE POLICY'S CASH VALUE. THIS AMOUNT WILL BE ALLOCATED TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME MANNER AS IT WAS DEDUCTED. CONVERSION RIGHTS WHILE YOUR POLICY IS IN FORCE, YOU HAVE A ONE TIME RIGHT DURING THE FIRST TWO POLICY YEARS TO TRANSFER ALL OF YOUR CASH VALUE FROM THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN TO THE GENERAL ACCOUNT. IF, AT ANY TIME DURING THE FIRST TWO POLICY YEARS, YOU REQUEST IN WRITING THE TRANSFER OF THE CASH VALUE HELD IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN TO THE GENERAL ACCOUNT AND YOU INDICATE THAT YOU ARE MAKING THIS TRANSFER IN EXERCISE OF YOUR CONVERSION RIGHTS, THE TRANSFER WILL NOT BE SUBJECT TO A TRANSFER CHARGE OR TRANSFER LIMITS, IF ANY. AT THE TIME OF SUCH TRANSFER, THERE WILL NOT BE ANY EFFECT ON THE POLICY'S DEATH BENEFIT, FACE AMOUNT, NET AMOUNT AT RISK, RATE CLASS OR ISSUE AGE. IF YOU EXERCISE YOUR ONE TIME CONVERSION RIGHT, WE WILL AUTOMATICALLY ALLOCATE ALL FUTURE NET PREMIUMS TO THE GENERAL ACCOUNT. MISSTATEMENT OF IF THERE IS A MISSTATEMENT OF AGE OR SEX IN THE APPLICATION, THE AMOUNT OF THE AGE OR SEX AND DEATH BENEFIT WILL BE THAT WHICH WOULD BE PURCHASED BY THE MOST RECENT MONTHLY CORRECTIONS COST OF INSURANCE CHARGE AT THE CORRECT AGE OR SEX. IF WE MAKE ANY PAYMENT OR POLICY CHANGES IN GOOD FAITH, RELYING ON OUR RECORDS, OR EVIDENCE SUPPLIED TO US, OUR DUTY WILL BE FULLY DISCHARGED. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS IN THE POLICY. INCONTESTABILITY WE CANNOT CONTEST THIS POLICY AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF THE INSURED FOR TWO YEARS FROM ITS ISSUE DATE. WE CANNOT CONTEST AN INCREASE IN FACE AMOUNT WITH REGARD TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH INCREASE AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF THE INSURED FOR TWO YEARS FROM ITS EFFECTIVE DATE. WE CANNOT CONTEST ANY REINSTATEMENT OF THIS POLICY, WITH REGARD TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH REINSTATEMENT, AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF THE INSURED FOR A PERIOD OF TWO YEARS FROM THE DATE WE APPROVE THE REINSTATEMENT. THIS PROVISION WILL NOT APPLY TO ANY RIDER WHICH CONTAINS ITS OWN INCONTESTABILITY CLAUSE. SUICIDE EXCLUSION IF THE INSURED DIES BY SUICIDE, WHILE SANE OR INSANE, WITHIN TWO YEARS FROM THE ISSUE DATE (OR WITHIN THE MAXIMUM PERIOD PERMITTED BY LAW OF THE STATE IN WHICH THIS POLICY WAS DELIVERED, IF LESS THAN TWO YEARS), THE AMOUNT PAYABLE WILL BE LIMITED TO THE AMOUNT OF PREMIUMS PAID, LESS ANY OUTSTANDING POLICY LOANS WITH INTEREST TO THE DATE OF DEATH, AND LESS ANY PARTIAL WITHDRAWALS. IF THE INSURED, WHILE SANE OR INSANE, COMMITS SUICIDE WITHIN TWO YEARS AFTER THE EFFECTIVE DATE OF ANY INCREASE IN FACE AMOUNT, THE DEATH BENEFIT FOR THAT INCREASE WILL BE LIMITED TO THE MONTHLY DEDUCTIONS FOR THE INCREASE. CHANGE OF WHILE THIS POLICY IS IN FORCE, YOU MAY CHANGE THE INSURED. TO DO THIS, YOU MUST INSURED MEET THE REQUIREMENTS ESTABLISHED BY US. ANY RIDER ATTACHED TO THIS POLICY MAY BE CONTINUED ONLY WITH OUR CONSENT. WE RESERVE THE RIGHT TO CHARGE A NOMINAL FEE FOR PROCESSING A CHANGE OF INSURED. 103014 3.05 (6/98) 13 ANNUAL REPORT EACH YEAR A REPORT WILL BE SENT TO YOU WHICH SHOWS THE CURRENT POLICY VALUES, PREMIUMS PAID AND DEDUCTIONS MADE SINCE THE LAST REPORT, AND ANY OUTSTANDING POLICY LOANS. PROJECTION OF YOU MAY MAKE A WRITTEN REQUEST TO US FOR A PROJECTION OF ILLUSTRATIVE FUTURE CASH BENEFITS AND VALUES AND DEATH BENEFITS. IF REQUESTED MORE THAN ONCE PER POLICY YEAR, THIS VALUES PROJECTION WILL BE FURNISHED TO YOU FOR A NOMINAL FEE. THIS FEE WILL NOT EXCEED THE MAXIMUM FEE FOR PROJECTION OF BENEFITS AND VALUES SHOWN ON THE POLICY SPECIFICATIONS PAGE. 4. SEPARATE ACCOUNT PROVISIONS SEPARATE ACCOUNT THE VARIABLE BENEFITS UNDER THIS POLICY ARE PROVIDED THROUGH INVESTMENTS IN SEPARATE ACCOUNT ELEVEN. THIS ACCOUNT IS USED FOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES AND, IF PERMITTED BY LAW, MAY BE USED FOR OTHER POLICIES OR CONTRACTS AS WELL. WE HOLD THE ASSETS OF SEPARATE ACCOUNT ELEVEN. THESE ASSETS ARE HELD SEPARATELY FROM THE ASSETS HELD IN THE GENERAL ACCOUNT. INCOME, GAINS AND LOSSES---WHETHER OR NOT REALIZED---FROM ASSETS ALLOCATED TO SEPARATE ACCOUNT ELEVEN WILL BE CREDITED TO OR CHARGED AGAINST THE ACCOUNT WITHOUT REGARD TO OUR OTHER INCOME, GAINS OR LOSSES. THE PORTION OF THE ASSETS HELD BY SEPARATE ACCOUNT ELEVEN EQUAL TO THE RESERVES AND OTHER POLICY LIABILITIES WITH RESPECT TO SEPARATE ACCOUNT ELEVEN WILL NOT BE CHARGED WITH LIABILITIES THAT ARISE FROM ANY OTHER BUSINESS WE MAY CONDUCT. WE HAVE THE RIGHT TO TRANSFER TO OUR GENERAL ACCOUNT ANY ASSETS OF SEPARATE ACCOUNT ELEVEN WHICH ARE IN EXCESS OF THE RESERVES AND OTHER POLICY LIABILITIES OF SEPARATE ACCOUNT ELEVEN. SEPARATE ACCOUNT ELEVEN IS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940. SEPARATE ACCOUNT ELEVEN IS ALSO SUBJECT TO THE LAWS OF THE STATE OF MISSOURI, WHICH REGULATE THE OPERATIONS OF INSURANCE COMPANIES INCORPORATED IN MISSOURI. THE INVESTMENT POLICY OF SEPARATE ACCOUNT ELEVEN WILL NOT BE CHANGED WITHOUT THE APPROVAL OF THE INSURANCE COMMISSIONER OF THE STATE OF MISSOURI. THE APPROVAL PROCESS IS ON FILE WITH THE INSURANCE COMMISSIONER OF THE STATE IN WHICH THIS POLICY WAS DELIVERED. DIVISIONS SEPARATE ACCOUNT ELEVEN HAS SEVERAL DIVISIONS. EACH DIVISION INVESTS IN A CORRESPONDING INVESTMENT PORTFOLIO FROM ONE OR MORE REGISTERED INVESTMENT COMPANIES. INCOME, GAINS AND LOSSES---WHETHER OR NOT REALIZED---FROM THE ASSETS OF EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ARE CREDITED TO OR CHARGED AGAINST THAT DIVISION WITHOUT REGARD TO INCOME, GAINS OR LOSSES IN OTHER DIVISIONS OF SEPARATE ACCOUNT ELEVEN OR IN THE GENERAL ACCOUNT. WE WILL VALUE THE ASSETS OF EACH DIVISION OF SEPARATE ACCOUNT ELEVEN AT THE END OF EACH VALUATION PERIOD. A VALUATION PERIOD IS THE PERIOD BETWEEN TWO SUCCESSIVE VALUATION DATES. A VALUATION DATE IS ANY DAY THAT BENEFITS VARY AND ON WHICH THE NEW YORK STOCK EXCHANGE AND OUR HOME OFFICE ARE OPEN FOR BUSINESS OR ANY OTHER DAY THAT MAY BE REQUIRED BY ANY APPLICABLE SECURITIES AND EXCHANGE COMMISSION RULES AND REGULATIONS. 103014 3.06 (6/98) 14 TRANSFERS YOU MAY TRANSFER AMOUNTS AS FOLLOWS: - BETWEEN THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN; OR - AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. - THE FIRST 12 REQUESTED TRANSFERS AND/OR PARTIAL WITHDRAWALS PER POLICY YEAR WILL BE ALLOWED FREE OF CHARGE; THEREAFTER WE MAY IMPOSE A TRANSFER CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER CHARGE SHOWN ON THE POLICY SPECIFICATIONS PAGE. THESE TRANSFERS WILL BE SUBJECT TO THE FOLLOWING CONDITIONS: - WE MUST RECEIVE A REQUEST FOR TRANSFER IN A FORM ACCEPTABLE TO US. - TRANSFERS FROM OR AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE AT LEAST $500.00 OR THE ENTIRE AMOUNT YOU HAVE IN A DIVISION, IF SMALLER. - TRANSFERS AND/OR PARTIAL WITHDRAWALS FROM THE GENERAL ACCOUNT TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE AT LEAST $500.00. THE MAXIMUM AMOUNT OF ALL TRANSFERS AND PARTIAL WITHDRAWALS FROM THE GENERAL ACCOUNT IN ANY POLICY YEAR WILL BE THE GREATER OF (1) OR (2): 1. THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF THAT POLICY YEAR MULTIPLIED BY THE GENERAL ACCOUNT MAXIMUM WITHDRAWAL PERCENT LIMIT, AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. 2. THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT. - THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER ANY TRANSFER IN TO THE GENERAL ACCOUNT CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW: 1. THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE. 2. THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE MAY REVOKE OR MODIFY THE TRANSFER PRIVILEGE AT ANY TIME, INCLUDING THE MINIMUM AMOUNT TRANSFERABLE, THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT, AND THE TRANSFER CHARGE, IF ANY. ADDITION, DELETION WE RESERVE THE RIGHT, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, TO MAKE ADDITIONS OR SUBSTITUTION TO, DELETIONS FROM, OR SUBSTITUTIONS FOR THE SHARES OF A FUND THAT ARE HELD BY OF INVESTMENTS SEPARATE ACCOUNT ELEVEN OR THAT SEPARATE ACCOUNT ELEVEN MAY PURCHASE. WE RESERVE THE RIGHT TO ELIMINATE THE SHARES OF ANY OF THE FUNDS OF THIS POLICY AND TO SUBSTITUTE SHARES OF ANOTHER FUND OF A REGISTERED INVESTMENT COMPANY, IF THE SHARES OR FUNDS ARE NO LONGER AVAILABLE FOR INVESTMENT OR IF IN OUR JUDGEMENT, FURTHER INVESTMENT IN ANY FUND SHOULD BECOME INAPPROPRIATE IN VIEW OF THE PURPOSE OF THE POLICY. WE WILL NOT SUBSTITUTE ANY SHARES ATTRIBUTABLE TO THE OWNER'S INTEREST IN A DIVISION OF SEPARATE ACCOUNT ELEVEN WITHOUT NOTICE TO THE OWNER AND COMPLIANCE WITH THE INVESTMENT COMPANY ACT OF 1940. THIS WILL NOT PREVENT SEPARATE ACCOUNT ELEVEN FROM PURCHASING OTHER SECURITIES FOR OTHER SERIES OR CLASSES OF POLICIES, OR FROM PERMITTING CONVERSION BETWEEN SERIES OR CLASSES OF POLICIES OR CONTRACTS ON THE BASIS OF REQUESTS MADE BY OWNERS. WE RESERVE THE RIGHT TO ESTABLISH ADDITIONAL DIVISIONS OF SEPARATE ACCOUNT ELEVEN WHICH WOULD INVEST IN SHARES OF REGISTERED INVESTMENT COMPANIES AND TO MAKE SUCH DIVISIONS AVAILABLE TO SUCH CLASS OR SERIES OF POLICIES AS WE DEEM APPROPRIATE. WE ALSO RESERVE THE RIGHT TO ELIMINATE OR COMBINE EXISTING DIVISIONS OF SEPARATE ACCOUNT ELEVEN OR TO TRANSFER ASSETS BETWEEN DIVISIONS. IF WE CONSIDER IT TO BE IN THE BEST INTEREST OF PERSONS HAVING VOTING RIGHTS UNDER THE POLICIES, SEPARATE ACCOUNT ELEVEN MAY BE OPERATED AS A MANAGEMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940; IT MAY BE DEREGISTERED UNDER THAT ACT IN THE EVENT REGISTRATION IS NO LONGER REQUIRED; IT MAY BE COMBINED WITH OTHER SEPARATE ACCOUNTS; OR ITS ASSETS MAY BE TRANSFERRED TO OTHER SEPARATE ACCOUNTS. 103014 3.07 (6/98) 15 5. POLICY BENEFITS POLICY PROCEEDS THE POLICY PROCEEDS ARE: 1. THE DEATH BENEFIT UNDER THE CONTRACT TYPE THEN IN EFFECT; PLUS 2. ANY DIVIDEND DUE; PLUS 3. THE MONTHLY COST OF INSURANCE FOR THE PORTION OF THE POLICY MONTH FROM THE DATE OF DEATH TO THE END OF THE POLICY MONTH OF DEATH; MINUS 4. ANY PAYMENT DUE UNDER THE GRACE PERIOD PROVISION AS OF THE DATE OF DEATH; MINUS 5. ANY LOAN AND LOAN INTEREST DUE. DEATH BENEFIT PRIOR TO THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT DEPENDS UPON THE CONTRACT TYPE IN EFFECT ON THE DATE OF THE INSURED'S DEATH. THE CONTRACT TYPE IN EFFECT IS SHOWN ON THE POLICY SPECIFICATIONS PAGE. OPTION A CONTRACT TYPE: THE DEATH BENEFIT IS THE GREATER OF: 1. THE FACE AMOUNT; OR 2. THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR ANY APPLICABLE SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE. OPTION B CONTRACT TYPE: THE DEATH BENEFIT IS THE GREATER OF: 1. THE FACE AMOUNT PLUS THE CASH VALUE ON THE DATE OF DEATH; OR 2. THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR ANY APPLICABLE SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE. OPTION C CONTRACT TYPE: THE DEATH BENEFIT IS THE GREATER OF: 1. THE FACE AMOUNT; OR 2. THE CASH VALUE ON THE DATE OF DEATH MULTIPLIED BY THE APPLICABLE ATTAINED AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT OPTION C ATTAINED AGE FACTORS PAGE. NOTWITHSTANDING ANYTHING IN THIS POLICY, THE DEATH BENEFIT WILL IN NO CASE BE LESS THAN THE AMOUNT NECESSARY TO CAUSE THE POLICY TO MEET THE REQUIREMENTS FOR THE DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY APPLICABLE SUCCESSOR PROVISION. APPLICABLE THE PERCENTAGES AS CURRENTLY DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE PERCENTAGE: CODE OF 1986 AND MODIFIED FOR AGES 95 AND ABOVE ARE AS FOLLOWS: IN THE CASE OF AN INSURED WITH AN THE APPLICABLE PERCENTAGE WILL ATTAINED AGE AS OF THE BEGINNING DECREASE BY A RATABLE PORTION OF THE CONTRACT YEAR OF: FOR EACH FULL YEAR: MORE THAN: BUT NOT MORE THAN: FROM: TO: 0 40 250 250 40 45 250 215 45 50 215 185 50 55 185 150 55 60 150 130 60 65 130 120 65 70 120 115 70 75 115 105 75 90 105 105 90 95 105 101 95 OR 101 HIGHER 104008 4.01 (6/98) 16 CONTINUATION IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT OF THE POLICY WILL BE 101% OF THE POLICY'S CASH VALUE. BEYOND ATTAINED AGE 100 PLEASE NOTE: THIS POLICY MAY NOT QUALIFY AS LIFE INSURANCE AFTER THE INSURED'S ATTAINED AGE 100 AND MAY BE SUBJECT TO TAX CONSEQUENCES. PLEASE CONSULT A TAX ADVISER PRIOR TO CONTINUING THE POLICY BEYOND THE INSURED'S ATTAINED AGE 100. IT IS POSSIBLE THAT INSURANCE COVERAGE MAY NOT CONTINUE EVEN IF PLANNED PREMIUMS ARE PAID IN A TIMELY MANNER. POLICY CHANGES YOU MAY REQUEST POLICY CHANGES AT ANY TIME UNLESS WE SPECIFICALLY INDICATE OTHERWISE. WE LIMIT THE NUMBER OF CHANGES TO ONE PER POLICY YEAR, AND WE DO NOT PERMIT CHANGES IN THE FIRST POLICY YEAR. THE TYPES OF CHANGES ALLOWED ARE EXPLAINED BELOW. NO CHANGE WILL BE PERMITTED THAT WOULD RESULT IN THIS POLICY NOT SATISFYING THE DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY APPLICABLE SUCCESSOR PROVISION. CHANGE IN THE FACE AMOUNT MAY BE CHANGED BY SENDING US A WRITTEN REQUEST. FACE AMOUNT ANY DECREASE IN FACE AMOUNT WILL BE SUBJECT TO THE FOLLOWING CONDITIONS: 1. THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR FOLLOWING OUR RECEIPT OF THE REQUEST. 2. THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER; A. THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE; B. FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES, SUCCESSIVELY; AND C. THE FACE AMOUNT WHEN THE POLICY WAS ISSUED. 3. THE FACE AMOUNT REMAINING IN FORCE AFTER ANY REQUESTED DECREASE MAY NOT BE LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. 4. ANY DECREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT DECREASE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT AS EXPLAINED IN THE SURRENDER CHARGE PROVISION. AFTER THE FIRST POLICY ANNIVERSARY, YOU CAN INCREASE THE FACE AMOUNT SUBJECT TO THE FOLLOWING CONDITIONS: 1. PROOF THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE REQUESTED INCREASE MUST BE SUBMITTED. 2. THE INCRREASE, IF APPROVED BY US, WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR FOLLOWING OUR RECEIPT OF THE REQUEST. 3. ANY INCREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT INCREASE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. 4. THE INSURED MUST HAVE AN ATTAINED AGE NOT GREATER THAN AGE 80 ON THE POLICY ANNIVERSARY THAT THE INCREASE WILL BECOME EFFECTIVE. WE WILL AMEND YOUR POLICY TO SHOW THE EFFECTIVE DATE OF THE DECREASE OR INCREASE. CHANGE IN IF THE CONTRACT TYPE IN EFFECT IS OPTION A OR OPTION B, YOU MAY CHANGE THE CONTRACT CONTRACT TYPE TYPE BY SENDING US A WRITTEN REQUEST. THE EFFECTIVE DATE OF THE CHANGE WILL BE THE MONTHLY ANNIVERSARY ON OR FOLLOWING THE DATE WE RECEIVE YOUR REQUEST. ON THE EFFECTIVE DATE OF THIS CHANGE THE DEATH BENEFIT PAYABLE DOES NOT CHANGE, BUT THE FACE AMOUNT MAY CHANGE. IF THE CONTRACT TYPE IN EFFECT IS OPTION B, YOU MAY CHANGE IT TO OPTION A. THE FACE AMOUNT WILL BE INCREASED TO EQUAL THE DEATH BENEFIT ON THE EFFECTIVE DATE OF CHANGE. THE CONTRACT TYPE CANNOT BE CHANGED FROM OPTION B TO OPTION C. 104008 4.02 (6/98) 17 IF THE CONTRACT TYPE IN EFFECT IS OPTION A, YOU MAY CHANGE IT TO OPTION B. PROOF THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE CHANGE MUST BE SUBMITTED. THE FACE AMOUNT WILL BE DECREASED TO EQUAL THE DEATH BENEFIT LESS THE CASH VALUE ON THE EFFECTIVE DATE OF CHANGE. THIS CHANGE MAY NOT BE MADE IF IT WOULD RESULT IN A FACE AMOUNT WHICH IS LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT AS EXPLAINED IN THE SURRENDER CHARGE PROVISION. THE CONTRACT TYPE CANNOT BE CHANGED FROM OPTION A TO OPTION C. IF THE CONTRACT TYPE IN EFFECT IS OPTION C, THE CONTRACT TYPE CANNOT BE CHANGED. 6. PREMIUMS AND GRACE PERIOD PAYMENT OF PREMIUMS YOUR FIRST PREMIUM IS DUE AS OF THE ISSUE DATE. WHILE INSURED IS LIVING, PREMIUMS AFTER THE FIRST MUST BE PAID AT OUR HOME OFFICE. A PREMIUM RECEIPT WILL BE FURNISHED UPON REQUEST. IF THIS POLICY IS IN YOUR POSSESSION AND YOU HAVE NOT PAID THE FIRST PREMIUM, IT IS NOT IN FORCE. IT WILL BE CONSIDERED THAT YOU HAVE THE POLICY FOR INSPECTION ONLY. PREMIUMS MAY BE PAID IN ANY AMOUNT AND AT ANY INTERVAL SUBJECT TO THE FOLLOWING CONDITIONS: 1. AT THE END OF THE FIRST POLICY YEAR, YOUR TOTAL PREMIUM PAYMENTS FOR THIS POLICY MUST BE GREATER THAN OR EQUAL TO THE MINIMUM INITIAL ANNUAL PREMIUM AMOUNT AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. 2. ANY SUBSEQUENT PREMIUM PAYMENT MUST BE AT LEAST $10.00. 3. TOTAL PREMIUMS PAID IN ANY POLICY YEAR FOR POLICIES ISSUED WITH THE OPTION A OR B CONTRACT TYPE MAY NOT EXCEED AN AMOUNT THAT WOULD CAUSE THE POLICY TO FAIL THE DEFINITION OF LIFE INSURANCE AS DEFINED BY SECTION 7702 OF THE INTERNAL REVENUE CODE OF 1986, OR ANY APPLICABLE SUCCESSOR PROVISION THERETO. THE MAXIMUM PREMIUM LIMIT FOR THE FOLLOWING POLICY YEAR WILL BE SHOWN ON YOUR ANNUAL REPORT. ON ANY DATE THAT WE RECEIVE A PREMIUM WHICH CAUSES THE DEATH BENEFIT UNDER ANY OF THE CONTRACT TYPES TO INCREASE BY AN AMOUNT THAT EXCEEDS THAT PREMIUM RECEIVED, WE RESERVE THE RIGHT TO REFUSE THAT PREMIUM PAYMENT. WE MAY REQUIRE ADDITIONAL EVIDENCE OF INSURABILITY BEFORE WE ACCEPT THE PREMIUM. NET PREMIUM THE NET PREMIUM IS: 1. THE PREMIUM PAID; MINUS 2. THE PREMIUM PAID MULTIPLIED BY THE PREMIUM TAX CHARGE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE; MINUS 3. THE PREMIUM PAID MULTIPLIED BY THE FEDERAL TAX CHARGE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE; MINUS 4. THE PREMIUM PAID MULTIPLIED BY THE APPLICABLE PERCENT OF PREMIUM CHARGE. PREMIUM TAX A CHARGE WILL BE DEDUCTED FOR PREMIUM TAXES FROM EACH PREMIUM SUBMITTED. THE CHARGE CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE RESERVE THE RIGHT TO CHANGE THE PREMIUM TAX CHARGE DUE TO RATE CHANGES OF THE GOVERNING JURISDICTION. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT PREMIUM TAX RATE, IF CHANGED. 104008 4.03 (6/98) 18 FEDERAL TAX A CHARGE WILL BE DEDUCTED FOR FEDERAL TAXES FROM EACH PREMIUM SUBMITTED. THE CHARGE CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE RESERVE THE RIGHT TO CHANGE THE FEDERAL TAX CHARGE TO REFLECT A CHANGE IN THE FEDERAL TAX LAW. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT FEDERAL TAX CHARGE, IF CHANGED. PERCENT OF A CHARGE WILL BE DEDUCTED FROM EACH PREMIUM SUBMITTED. THE MAXIMUM PERCENT OF PREMIUM CHARGE PREMIUM CHARGES ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE. THE PERCENT OF PREMIUM CHARGE WILL VARY, ON A NON-DISCRIMINATORY BASIS, BASED ON THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM PERCENT OF PREMIUM CHARGES SHOWN ON THE POLICY SPECIFICATIONS PAGE. ALLOCATION OF YOU DETERMINE THE ALLOCATION OF NET PREMIUMS AMONG THE GENERAL ACCOUNT AND THE NET PREMIUMS DIVISIONS OF SEPARATE ACCOUNT ELEVEN. FOR ANY CHOSEN ALLOCATION THE MINIMUM PERCENTAGE THAT MAY BE ALLOCATED IS 5% OF THE NET PREMIUM. PERCENTAGES MUST BE IN WHOLE NUMBERS. THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER PAYMENT OF THE PREMIUM CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW: 1. THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE. 2. THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. THE INITIAL ALLOCATION IS SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. WE MAY MODIFY THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AT ANY TIME. FOR ANY PREMIUM RECEIVED DURING THE "RIGHT TO EXAMINE POLICY" PERIOD, WE WILL INITIALLY ALLOCATE THE NET PREMIUM TO THE DIVISION THAT INVESTS EXCLUSIVELY IN SHARES OF OUR MONEY MARKET FUND UNLESS PROHIBITED BY STATE LAW. WHEN THIS PERIOD EXPIRES, CASH VALUE IN THAT DIVISION WILL BE TRANSFERRED TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ACCORDING TO THE ALLOCATION PERCENTAGES SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. FOR ANY PREMIUM RECEIVED AFTER THE "RIGHT TO EXAMINE POLICY" PERIOD, THE NET PREMIUM WILL BE ALLOCATED ACCORDING TO THE ALLOCATION PERCENTAGES SHOWN ON THE POLICY SPECIFICATIONS PAGE OR YOUR MOST RECENT ALLOCATION INSTRUCTIONS RECEIVED BY US. YOUR RIGHT YOU MAY CHANGE THE ALLOCATION OF FUTURE NET PREMIUMS AMONG THE GENERAL ACCOUNT TO CHANGE AND/OR THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN SUBJECT TO THE CONDITIONS OUTLINED ALLOCATION IN THE ALLOCATION OF THE NET PREMIUMS PROVISION. THE CHANGE IN ALLOCATION PERCENTAGES WILL TAKE EFFECT IMMEDIATELY UPON OUR RECEIPT OF YOUR WRITTEN REQUEST. NO-LAPSE PERIOD IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE, THE SUM OF ALL PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY OUTSTANDING LOAN BALANCE, IS GREATER THAN OR EQUAL TO THE SUM OF THE NO LAPSE MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE DATE, THIS POLICY WILL NOT LAPSE AS A RESULT OF A CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE BEING INSUFFICIENT TO PAY THE MONTHLY DEDUCTION. THE NO LAPSE PREMIUM DATE AND THE NO LAPSE ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE. THE NO LAPSE MONTHLY PREMIUM IS ONE TWELFTH OF THE NO LAPSE ANNUAL PREMIUM. GRACE PERIOD IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE: 1. THE CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE IS INSUFFICIENT TO COVER THE MONTHLY DEDUCTION; AND 2. THE SUM OF ALL PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY OUTSTANDING LOAN BALANCE, IS LESS THAN THE SUM OF THE NO LAPSE MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE DATE; THEN THE GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR THE PAYMENT OF A PREMIUM SUFFICIENT TO KEEP YOUR POLICY IN FORCE. THE NO LAPSE PREMIUM DATE AND THE NO LAPSE ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE. A CHANGE IN YOUR POLICY'S FACE AMOUNT, THE ADDITION OR DELETION OF A SUPPLEMENTAL RIDER TO THIS POLICY, OR A CHANGE IN THE PREMIUM CLASS OF THE INSURED BEFORE THE NO LAPSE PREMIUM DATE SHOWN ON THE POLICY SPECIFICATIONS PAGE MAY RESULT IN A CHANGE IN THE NO LAPSE MONTHLY PREMIUM. THE NO LAPSE PREMIUM DATE WILL NOT BE --- CHANGED. 104010 4.04 (6/98) 19 IF, ON A MONTHLY ANNIVERSARY DAY ON OR AFTER THE NO LAPSE PREMIUM DATE, THE CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE IS INSUFFICIENT TO COVER THE NEXT MONTHLY DEDUCTION, A GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR THE PAYMENT OF A PREMIUM SUFFICIENT TO PAY THE MONTHLY DEDUCTION. (MONTHLY DEDUCTION IS DEFINED IN THE CASH VALUES SECTION.) NOTICE OF THE AMOUNT OF PREMIUM REQUIRED TO BE PAID TO KEEP THIS POLICY IN FORCE WILL BE SENT AT THE BEGINNING OF THE GRACE PERIOD TO YOUR LAST KNOWN ADDRESS AND TO ANY ASSIGNEE ON RECORD. IF WE DO NOT RECEIVE A PREMIUM LARGE ENOUGH SO THAT THE NET PREMIUM COVERS THE MONTHLY DEDUCTION BY THE END OF THE GRACE PERIOD, YOUR POLICY WILL LAPSE AT THE END OF THAT 62 DAY PERIOD AND IT WILL THEN TERMINATE WITHOUT CASH SURRENDER VALUE. IF THE INSURED DIES DURING THE GRACE PERIOD, ANY PAST DUE MONTHLY DEDUCTIONS WILL BE DEDUCTED FROM THE DEATH BENEFIT. REINSTATEMENT YOU MAY REINSTATE YOUR LAPSED POLICY WITHIN 5 YEARS AFTER THE DATE OF LAPSE. THIS MUST BE DONE PRIOR TO THE INSURED'S ATTAINED AGE 100. THE POLICY CAN NOT BE REINSTATED IF IT HAS BEEN SURRENDERED. TO REINSTATE, YOU MUST SUBMIT THE FOLLOWING ITEMS: 1. A WRITTEN REQUEST FOR REINSTATEMENT. 2. PROOF SATISFACTORY TO US THAT THE INSURED IS INSURABLE BY OUR STANDARDS. 3. A NET PREMIUM PAYMENT LARGE ENOUGH TO COVER: A. THE MONTHLY DEDUCTIONS DUE AT THE TIME OF LAPSE; AND B. TWO TIMES THE MONTHLY DEDUCTION DUE AT THE TIME OF REINSTATEMENT. 4. A PAYMENT TO COVER ANY LOAN INTEREST DUE AND UNPAID AT THE TIME OF LAPSE. UPON RECEIPT OF THE ABOVE PAYMENTS, WE WILL DEDUCT ANY MONTHLY DEDUCTIONS AND LOAN INTEREST DUE AND UNPAID AT THE TIME OF LAPSE. THE INSURED MUST BE ALIVE ON THE DATE WE APPROVE THE REQUEST FOR REINSTATEMENT. IF THE INSURED IS NOT ALIVE, SUCH APPROVAL IS VOID AND OF NO EFFECT. THE REINSTATED POLICY WILL BE IN FORCE FROM THE DATE WE APPROVE THE REINSTATEMENT APPLICATION. THERE WILL BE A FULL MONTHLY DEDUCTION FOR THE POLICY MONTH WHICH INCLUDES THIS DATE. ANY APPLICATION FOR REINSTATEMENT BECOMES PART OF THE CONTRACT OF REINSTATEMENT AND OF THIS POLICY. ANY LOAN MAY BE PAID OR REINSTATED. ANY LOAN REINSTATED WILL CAUSE A CASH VALUE OF AN EQUAL AMOUNT TO BE REINSTATED. ANY LOAN REPAID AT THE TIME OF REINSTATEMENT WILL CAUSE AN INCREASE IN CASH VALUE EQUAL TO THE AMOUNT OF THE REPAID LOAN. THE SURRENDER CHARGE AT THE TIME OF REINSTATEMENT WILL BE THE SURRENDER CHARGE IN EFFECT AT THE TIME OF LAPSE. IF ONLY A PORTION OF THE COVERAGE IS REINSTATED THEN ONLY THE APPLICABLE PORTION OF THE SURRENDER CHARGE WILL BE REINSTATED. IF ONLY A PORTION OF THE COVERAGE IS REINSTATED, THE CASH VALUE FOLLOWING REINSTATEMENT WILL BE INCREASED BY THE APPLICABLE PORTION OF THE SURRENDER CHARGE IMPOSED AT THE TIME OF LAPSE. FOLLOWING REINSTATEMENT, THE NO-LAPSE PERIOD PROVISION WILL AGAIN BE APPLICABLE UNTIL THE NO-LAPSE PREMIUM DATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, IF SUFFICIENT PREMIUM IS PAID SO THAT, AS OF THE EFFECTIVE DATE OF REINSTATEMENT, THE SUM OF ALL PREMIUMS PAID, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY LOANS, IS GREATER THAN THE NO-LAPSE MONTHLY PREMIUMS MULTIPLIED BY THE NUMBER OF ELAPSED MONTHS SINCE THE ISSUE DATE. 104008 4.05 (6/98) 20 7. DIVIDENDS ANNUAL DIVIDENDS WHILE YOUR POLICY IS IN FORCE IT MAY SHARE IN OUR DIVISIBLE SURPLUS. EACH YEAR WE WILL DETERMINE THE SHARE OF DIVISIBLE SURPLUS, IF ANY, ACCRUING TO YOUR POLICY. WE WILL DISTRIBUTE THIS SURPLUS AS A DIVIDEND. WE DO NOT EXPECT TO PAY ANY DIVIDENDS ON THIS POLICY AT THIS TIME. DIVIDEND OPTIONS YOU MAY CHOOSE ONE OF THE FOLLOWING OPTIONS. IF YOU DO NOT, WE WILL CREDIT ANY DIVIDEND UNDER OPTION 2 UNTIL SUCH TIME AS YOU REQUEST IN WRITING A DIFFERENT OPTION. THE OPTION YOU CHOOSE WILL REMAIN IN EFFECT UNTIL YOU CHANGE IT. OPTION 1. CASH. PAID IN CASH. OPTION 2. INCREASE CASH VALUE. PAID TO THE POLICY'S CASH VALUE ON THE DATE OF ANY DIVIDEND PAYMENT. THE CASH VALUE WILL INCREASE BY EXACTLY THE AMOUNT OF THE DIVIDEND. THE DIVIDEND WILL BE ALLOCATED TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ACCORDING TO THE CURRENT ALLOCATION OF THE NET PREMIUM. 8. LOANS UPON WRITTEN REQUEST TO US, YOU MAY BORROW AN AMOUNT NOT IN EXCESS OF THE LOAN VALUE OF YOUR POLICY WHILE IT IS IN FORCE. THE MINIMUM AMOUNT OF YOUR NET LOAN REQUEST AT ANY ONE TIME MUST BE AT LEAST $500. YOUR POLICY WILL BE THE SOLE SECURITY FOR SUCH LOAN. WE HAVE THE RIGHT TO REQUIRE YOUR POLICY FOR ENDORSEMENT. THE LOAN VALUE IS THE CASH VALUE OF YOUR POLICY AT THE DATE OF THE LOAN REQUEST PLUS INTEREST TO THE NEXT POLICY ANNIVERSARY AT THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, REDUCED BY: 1. ANY EXISTING LOANS; AND 2. LOAN INTEREST TO THE NEXT LOAN INTEREST DUE DATE; AND 3. EVERY MONTHLY DEDUCTION DUE TO THE NEXT LOAN INTEREST DUE DATE; AND 4. ANY SURRENDER CHARGES. YOU MAY ALLOCATE THE POLICY LOAN AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE POLICY LOAN WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT, AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN THE LOAN ACCOUNT, ON THE DATE OF THE POLICY LOAN. CASH VALUE EQUAL TO THE POLICY LOAN ALLOCATED TO THE GENERAL ACCOUNT AND EACH DIVISION OF SEPARATE ACCOUNT ELEVEN WILL BE TRANSFERRED TO THE LOAN ACCOUNT, REDUCING THE CASH VALUE ACCORDINGLY. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT WILL BE ALLOCATED TO THE APPROPRIATE LOAN SUBACCOUNT. LOAN INTEREST THE ACCRUED LOAN INTEREST WILL BE DUE THE EARLIEST OF: DUE DATE 1. THE NEXT POLICY ANNIVERSARY DATE. 2. THE DATE OF TERMINATION OF THE POLICY. 3. THE DATE THE LOAN IS REPAID IN FULL. 4. THE DATE THE LOAN PLUS LOAN INTEREST ACCRUED EXCEEDS THE CASH VALUE LESS ANY SURRENDER CHARGES. 106006 6.01 (6/98) 21 INTEREST WILL BE PAYABLE ANNUALLY ON EACH POLICY ANNIVERSARY. IF YOU DO NOT PAY THE INTEREST WHEN IT IS DUE ON A POLICY ANNIVERSARY, AN AMOUNT OF CASH VALUE EQUAL TO THE LOAN INTEREST WILL ALSO BE TRANSFERRED TO THE LOAN ACCOUNT. WE WILL CHARGE THE SAME RATE OF INTEREST ON THIS AMOUNT AS ON THE POLICY LOAN. THE AMOUNT TRANSFERRED WILL BE DEDUCTED FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN THE LOAN ACCOUNT. FIXED LOAN THE FIXED LOAN INTEREST RATE IS 4.5% FOR POLICY YEARS 1 THROUGH 10, 4.25% FOR INTEREST RATES POLICY YEARS 11 THROUGH 20 AND 4.15% FOR POLICY YEARS 21 AND LATER. LOAN INTEREST IS PAYABLE IN ARREARS. LOAN ALL FUNDS RECEIVED WILL BE CREDITED TO YOUR POLICY AS A PREMIUM UNLESS CLEARLY REPAYMENTS MARKED FOR LOAN REPAYMENT. YOU MAY REPAY YOUR LOAN IN WHOLE OR IN PART AT ANY TIME BEFORE THE DEATH OF THE INSURED WHILE THE POLICY IS IN FORCE. WHEN A LOAN REPAYMENT IS MADE, CASH VALUE SECURING THE DEBT IN THE LOAN ACCOUNT EQUAL TO THE LOAN REPAYMENT WILL BE REPAID TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE LOAN ACCOUNT BEARS TO THE CASH VALUE IN EACH LOAN SUBACCOUNT. UNPAID LOANS AND LOAN INTEREST WILL BE DEDUCTED FROM ANY SETTLEMENT OF YOUR POLICY. IF YOU FAIL TO MAKE REPAYMENTS WHEN THE TOTAL LOAN AND LOAN INTEREST DUE WOULD EXCEED THE CASH VALUE, LESS ANY SURRENDER CHARGES, YOUR POLICY WILL TERMINATE. WE WILL ALLOW YOU A GRACE PERIOD FOR SUCH PAYMENT OF LOANS AND LOAN INTEREST DUE. IN SUCH EVENT THE POLICY BECOMES VOID AT THE END OF THE GRACE PERIOD. WE WILL MAIL NOTICE TO YOUR LAST KNOWN ADDRESS, AND THAT OF ANY ASSIGNEE OF RECORD. THIS GRACE PERIOD WILL EXPIRE 62 DAYS FROM THE MONTHLY ANNIVERSARY IMMEDIATELY BEFORE THE DATE THE TOTAL LOAN AND LOAN INTEREST EXCEEDS THE CASH VALUE LESS ANY SURRENDER CHARGES; OR 31 DAYS AFTER SUCH NOTICE HAS BEEN MAILED, IF LATER. 9. CASH VALUES CASH VALUE THE CASH VALUE OF YOUR POLICY IS EQUAL TO THE TOTAL OF: - THE CASH VALUE IN THE GENERAL ACCOUNT; PLUS - THE CASH VALUE IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN; PLUS - THE CASH VALUE IN THE LOAN ACCOUNT. CASH VALUE IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE CASH VALUE AFTER ATTAINED OF YOUR POLICY WILL BE DETERMINED IN THE SAME MANNER AS DESCRIBED BELOW; EXCEPT AGE 100 NO DEDUCTIONS WILL BE MADE FOR MONTHLY COST OF INSURANCE CHARGES. PREMIUMS CAN NOT BE PAID AFTER THE INSURED ATTAINS AGE 100. GENERAL ACCOUNT THE CASH VALUE IN THE GENERAL ACCOUNT AS OF THE INVESTMENT START DATE IS EQUAL TO: CASH VALUE - THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE GENERAL ACCOUNT; MINUS - THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE INVESTMENT START DATE CHARGED TO THE GENERAL ACCOUNT. 106006 6.02 (6/98) 22 THE CASH VALUE IN THE GENERAL ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS EQUAL TO: - THE CASH VALUE ON THE PRECEDING VALUATION DATE, WITH INTEREST ON SUCH VALUE AT THE CURRENT RATE; PLUS - ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS - ANY AMOUNTS TRANSFERRED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS - ANY LOAN REPAYMENTS ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS - THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; MINUS - ANY AMOUNT TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE GENERAL ACCOUNT TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ON THAT DAY; MINUS - ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM THE GENERAL ACCOUNT ON THAT DAY; MINUS - ANY PORTION OF THE SURRENDER CHARGE INCURRED ON THAT DAY ATTRIBUTED TO THE GENERAL ACCOUNT; MINUS - ANY AMOUNT TRANSFERRED FROM THE GENERAL ACCOUNT TO THE LOAN ACCOUNT ON THAT DAY; MINUS - IF THAT DAY IS A MONTHLY ANNIVERSARY, ANY WITHDRAWAL DUE TO A PRO RATA SURRENDER PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM THE GENERAL ACCOUNT ON THAT DAY; MINUS - IF THAT DAY IS A MONTHLY ANNIVERSARY, THE PORTION OF THE MONTHLY DEDUCTION CHARGED TO THE GENERAL ACCOUNT, TO COVER THE POLICY MONTH WHICH STARTS ON THAT DAY; PLUS - IF THAT DAY IS A POLICY ANNIVERSARY, THE PORTION OF THE DIVIDEND PAID ON THAT DAY, IF ANY, ALLOCATED TO THE GENERAL ACCOUNT. GENERAL ACCOUNT THE INTEREST CREDITED TO THE GENERAL ACCOUNT CASH VALUE FOR A SPECIFIC DAY WILL BE INTEREST RATE AT AN EFFECTIVE ANNUAL RATE NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE. SEPARATE ACCOUNT THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON THE INVESTMENT START CASH VALUE DATE IS EQUAL TO: - THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE DIVISION; MINUS - THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE INVESTMENT START DATE CHARGED TO THE DIVISION. THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON SUBSEQUENT VALUATION DATES IS EQUAL TO: - THE CASH VALUE IN THE DIVISION ON THE PRECEDING VALUATION DATE MULTIPLIED BY THAT DIVISION'S NET INVESTMENT FACTOR FOR THE CURRENT VALUATION PERIOD; PLUS - ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION PERIOD; PLUS - ANY AMOUNTS TRANSFERRED TO THE DIVISION FROM THE GENERAL ACCOUNT OR FROM ANOTHER DIVISION DURING THE CURRENT VALUATION PERIOD; PLUS 106006 6.03 (6/98) 23 - ANY LOAN REPAYMENTS ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION PERIOD; PLUS - THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS - ANY AMOUNTS TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS - ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE FROM THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS - ANY PORTION OF THE SURRENDER CHARGE INCURRED DURING THE CURRENT VALUATION PERIOD ATTRIBUTED TO THE DIVISION; MINUS - ANY AMOUNT TRANSFERRED FROM THE DIVISION TO THE LOAN ACCOUNT DURING THAT VALUATION PERIOD; MINUS - IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, ANY WITHDRAWAL DUE TO A PRO RATA SURRENDER PLUS ANY WITHDRAWAL TRANSACTION CHARGE FROM THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS - IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, THE PORTION OF THE MONTHLY DEDUCTION CHARGED TO THE DIVISION DURING THE CURRENT VALUATION PERIOD TO COVER THE POLICY MONTH WHICH STARTS DURING THAT VALUATION PERIOD; PLUS - IF A POLICY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, THE PORTION OF THE DIVIDEND PAID, IF ANY, ALLOCATED TO THE DIVISION. NET INVESTMENT THE NET INVESTMENT FACTOR MEASURES THE INVESTMENT PERFORMANCE OF A DIVISION DURING FACTOR A VALUATION PERIOD. THE NET INVESTMENT FACTOR FOR EACH DIVISION FOR A VALUATION PERIOD IS CALCULATED AS FOLLOWS: - THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD; PLUS - THE INVESTMENT INCOME AND CAPITAL GAINS---REALIZED OR UNREALIZED---CREDITED TO THE ASSETS IN THE VALUATION PERIOD FOR WHICH THE NET INVESTMENT FACTOR IS BEING DETERMINED; MINUS - THE CAPITAL LOSSES---REALIZED OR UNREALIZED---CHARGED AGAINST THOSE ASSETS DURING THE VALUATION PERIOD; MINUS - ANY AMOUNT CHARGED AGAINST EACH DIVISION FOR TAXES, INCLUDING ANY TAX OR OTHER ECONOMIC BURDEN RESULTING FROM THE APPLICATION OF TAX LAWS THAT WE DETERMINE TO BE PROPERLY ATTRIBUTABLE TO THE DIVISIONS OF THE SEPARATE ACCOUNT, OR ANY AMOUNT WE SET ASIDE DURING THE VALUATION PERIOD AS A RESERVE FOR TAXES ATTRIBUTABLE TO THE OPERATION OR MAINTENANCE OF EACH DIVISION; MINUS - A CHARGE NOT TO EXCEED THE DAILY INVESTMENT PERCENTAGE SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR EACH DAY IN THE VALUATION PERIOD. THIS CORRESPONDS TO AN ANNUAL INVESTMENT PERCENTAGE OF THE MORTALITY AND EXPENSE RISK PERCENTAGE SHOWN ON THE POLICY SPECIFICATIONS PAGE; DIVIDED BY - THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD. 106006 6.04 (6/98) 24 LOAN ACCOUNT THE CASH VALUE IN THE LOAN ACCOUNT AS OF THE INVESTMENT START DATE IS ZERO. CASH VALUE THE CASH VALUE IN THE LOAN ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS EQUAL TO: - THE CASH VALUE IN THE LOAN ACCOUNT ON THE PRECEDING VALUATION DATE, WITH INTEREST; PLUS - ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE GENERAL ACCOUNT ON THAT DAY; PLUS - ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ON THAT DAY; MINUS - ANY LOAN REPAYMENTS ON THAT DAY; PLUS - IF THAT DAY IS A POLICY ANNIVERSARY, AN AMOUNT DUE TO COVER THE LOAN INTEREST, IF NOT PAID BY YOU. CASH VALUE HELD IN THE LOAN ACCOUNT FOR LOAN COLLATERAL WILL EARN INTEREST DAILY AT AN ANNUAL RATE OF NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE. INTEREST CREDITED ON THE CASH VALUE HELD IN THE LOAN ACCOUNT WILL BE ALLOCATED AT LEAST ONCE A YEAR TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN EACH LOAN SUBACCOUNT BEARS TO THE CASH VALUE IN THE LOAN ACCOUNT. MONTHLY COST THE MONTHLY COST OF INSURANCE FOR THE FOLLOWING MONTH IS DEDUCTED ON THE MONTHLY OF INSURANCE ANNIVERSARY DATE. THE MONTHLY COST OF INSURANCE IS 1, BELOW, MULTIPLIED BY THE DIFFERENCE BETWEEN 2 AND 3 BELOW: 1. THE MONTHLY COST OF INSURANCE RATE DIVIDED BY 1,000. 2. AN AMOUNT AS FOLLOWS: OPTION A CONTRACT TYPE: THE GREATER OF: A. THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN ON THE POLICY SPECIFICATIONS PAGE; OR B. THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES 95 AND ABOVE. OPTION B CONTRACT TYPE: THE GREATER OF: A. THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN ON THE POLICY SPECIFICATIONS PAGE PLUS THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH; OR B. THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES 95 AND ABOVE. OPTION C CONTRACT TYPE: THE GREATER OF: A. THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN ON THE POLICY SPECIFICATIONS PAGE; OR B. THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE INSURED'S ATTAINED AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT OPTION C ATTAINED AGE FACTORS PAGE. 3. THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH, BEFORE THE DEDUCTION OF THE MONTHLY COST OF INSURANCE. IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND IF THERE HAS BEEN AN INCREASE IN THE FACE AMOUNT, THEN THE CASH VALUE WILL FIRST BE CONSIDERED A PART OF THE FACE AMOUNT WHEN THE POLICY WAS ISSUED. IF THE CASH VALUE IS GREATER THAN THE INITIAL FACE AMOUNT, THE EXCESS CASH VALUE WILL THEN BE CONSIDERED A PART OF EACH INCREASE IN ORDER, STARTING WITH THE FIRST INCREASE. 106006 6.05 (6/98) 25 MONTHLY COST AT THE BEGINNING OF EACH POLICY YEAR, THE MONTHLY COST OF INSURANCE RATE IS OF INSURANCE DETERMINED FOR THE INITIAL FACE AMOUNT AND EACH INCREASE IN FACE AMOUNT. THE RATES MONTHLY COST OF INSURANCE RATE IS BASED ON THE ATTAINED AGE, RISK CLASSIFICATION, SEX AND COMPLETED POLICY YEARS FROM THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT AND EACH INCREASE IN FACE AMOUNT. FOR THE INITIAL FACE AMOUNT, WE WILL USE THE RISK CLASSIFICATION AS OF THE ISSUE DATE. FOR EACH INCREASE, WE WILL USE THE RISK CLASSIFICATION APPLICABLE TO THE INCREASE. IF THE DEATH BENEFIT EQUALS A PERCENTAGE OF THE CASH VALUE, ANY INCREASE IN CASH VALUE WILL CAUSE AN AUTOMATIC INCREASE IN THE DEATH BENEFIT. THE RISK CLASSIFICATION FOR SUCH INCREASE WILL BE THE SAME AS THAT USED FOR THE MOST RECENT INCREASE, EXCLUDING ANY RIDERS, THAT REQUIRED PROOF THAT THE INSURED WAS INSURABLE BY OUR STANDARDS. THE MONTHLY COST OF INSURANCE RATES WILL NEVER EXCEED THE RATES SHOWN ON THE TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES PAGE. ANY CHANGE IN THE COST OF INSURANCE RATES WILL APPLY TO ALL PERSONS OF THE SAME AGE, SEX, AND CLASSIFICATION WHOSE INITIAL FACE AMOUNTS OR INCREASE IN FACE AMOUNT HAVE BEEN IN FORCE FOR THE SAME LENGTH OF TIME. SELECTION AND THE SELECTION AND ISSUE EXPENSE CHARGE FOR THE INITIAL FACE AMOUNT OR FOR ANY INCREASE ISSUE EXPENSE IN FACE AMOUNT IS A MONTHLY CHARGE FOR THE FIRST 10 POLICY YEARS OR FOR THE FIRST 10 CHARGE POLICY YEARS FOLLOWING ANY INCREASE IN FACE AMOUNT. THIS CHARGE EQUALS THE APPLICABLE FACE AMOUNT TIMES A SELECTION AND ISSUE EXPENSE CHARGE RATE, DIVIDED BY 1,000. THE SELECTION AND ISSUE EXPENSE CHARGE IS BASED ON THE INSURED'S ISSUE AGE, SEX AND RISK CLASSIFICATION ON THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT OR ANY INCREASE IN FACE AMOUNT. THE SELECTION AND ISSUE EXPENSE CHARGE RATE FOR THE INITIAL FACE AMOUNT OF THE POLICY WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THE INITIAL FACE AMOUNT. A SELECTION AND ISSUE EXPENSE CHARGE WILL ALSO BE APPLIED TO ANY INCREASE IN FACE AMOUNT. THIS CHARGE WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE. MONTHLY POLICY A POLICY CHARGE WILL BE DEDUCTED EACH POLICY MONTH FROM THE CASH VALUE. THE AMOUNT CHARGE OF THE MONTHLY POLICY CHARGE WILL NEVER EXCEED THE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. MONTHLY THE MONTHLY DEDUCTION IS: DEDUCTION 1. THE MONTHLY COST OF INSURANCE; PLUS 2. THE SELECTION AND ISSUE EXPENSE CHARGE MULTIPLIED BY THE FACE AMOUNT DIVIDED BY 1,000; PLUS 3. THE MONTHLY POLICY CHARGE; PLUS 4. THE MONTHLY COST, IF ANY, FOR ANY RIDER INCLUDED WITH THIS POLICY. THE MONTHLY DEDUCTION FOR A POLICY MONTH WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN LOAN ACCOUNT ON THE MONTHLY ANNIVERSARY. CASH SURRENDER THE CASH SURRENDER VALUE OF THIS POLICY IS: VALUE 1. THE CASH VALUE AT THE TIME OF SURRENDER; MINUS 2. ANY LOAN AND LOAN INTEREST ACCRUED; MINUS 3. ANY UNPAID SELECTION AND ISSUE EXPENSE CHARGE DUE FOR THE REMAINDER OF THE FIRST POLICY YEAR FOR THE INITIAL FACE AMOUNT AND ANY INCREASE IN FACE AMOUNT; MINUS 4. ANY UNPAID MONTHLY POLICY CHARGE DUE FOR THE REMAINDER OF THE FIRST POLICY YEAR; MINUS 5. ANY SURRENDER CHARGE. 106006 6.06 (6/98) 26 SURRENDER YOU MAY SURRENDER YOUR POLICY FOR ITS CASH SURRENDER VALUE AT ANY TIME DURING THE LIFETIME OF THE INSURED. WE WILL DETERMINE THE CASH SURRENDER VALUE AS OF THE DATE WE RECEIVE YOUR WRITTEN REQUEST AT OUR HOME OFFICE. THE CASH SURRENDER VALUE WILL NOT BE REDUCED BY ANY MONTHLY DEDUCTION DUE ON THAT DATE FOR A SUBSEQUENT POLICY MONTH. PARTIAL AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PARTIAL WITHDRAWALS WITHDRAWAL OF CASH SUBJECT TO THE CONDITIONS LISTED BELOW. THE FIRST 12 REQUESTED PARTIAL WITHDRAWALS OR TRANSFERS PER POLICY YEAR WILL BE ALLOWED FREE OF CHARGE; THEREAFTER WE MAY IMPOSE A TRANSFER CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER CHARGE SHOWN ON THE POLICY SPECIFICATIONS PAGE. NO PARTIAL WITHDRAWAL WILL BE PROCESSED WHICH WILL RESULT IN THE FACE AMOUNT, EXCLUDING RIDERS, BEING DECREASED BELOW THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE RESERVE THE RIGHT TO CHANGE THE MINIMUM AMOUNT OR THE NUMBER OF TIMES YOU MAY MAKE A PARTIAL WITHDRAWAL. WE ALSO MAY ASSESS A TRANSACTION CHARGE FOR A WITHDRAWAL. IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND THE DEATH BENEFIT EQUALS THE FACE AMOUNT, THEN A PARTIAL WITHDRAWAL WILL DECREASE THE FACE AMOUNT BY AN AMOUNT EQUAL TO THE PARTIAL WITHDRAWAL PLUS THE APPLICABLE SURRENDER CHARGE. THIS SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE PARTIAL WITHDRAWAL WAS ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF THE DEATH BENEFIT EQUALS A PERCENTAGE OF THE CASH VALUE THEN A PARTIAL WITHDRAWAL WILL DECREASE THE FACE AMOUNT BY ANY AMOUNT BY WHICH THE PARTIAL WITHDRAWAL PLUS THE APPLICABLE SURRENDER CHARGE EXCEEDS THE DIFFERENCE BETWEEN THE DEATH BENEFIT AND THE FACE AMOUNT. THE FACE AMOUNT WILL BE DECREASED IN THE FOLLOWING ORDER: 1. THE FACE AMOUNT AT ISSUE, EXCLUDING RIDERS; AND 2. ANY INCREASES IN THE SAME ORDER IN WHICH THEY WERE ISSUED. GENERAL ACCOUNT THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST BE AT PARTIAL LEAST $500 OF YOUR ACCOUNT. WITHDRAWALS - THE MAXIMUM AMOUNT OF ALL PARTIAL WITHDRAWALS AND TRANSFERS FROM THE GENERAL ACCOUNT IN A POLICY YEAR WILL BE THE GREATER OF (1) OR (2): 1. THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF THAT POLICY YEAR MULTIPLIED BY THE WITHDRAWAL PERCENTAGE LIMIT, AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. 2. THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT. SEPARATE ACCOUNT - THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST PARTIAL BE THE LESSER OF $500 OF A DIVISION OR YOUR ENTIRE BALANCE IN THAT WITHDRAWALS DIVISION. - THE MAXIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL FROM ANY ONE OF THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN A POLICY YEAR WILL BE THE CASH SURRENDER VALUE OF THAT DIVISION. ALLOCATION YOU MAY ALLOCATE THE PARTIAL WITHDRAWAL PLUS ANY APPLICABLE SURRENDER CHARGE, OF PARTIAL SUBJECT TO THE ABOVE CONDITIONS, AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF WITHDRAWALS SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE PARTIAL WITHDRAWAL WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN THE LOAN ACCOUNT ON THE DATE OF THE PARTIAL WITHDRAWAL. IF THE GENERAL ACCOUNT CONDITIONS WILL NOT ALLOW THIS PROPORTIONATE ALLOCATION, WE WILL REQUEST THAT YOU SPECIFY AN ACCEPTABLE ALLOCATION. 106006 6.07 (6/98) 27 PRO RATA AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PRO RATA SURRENDER SURRENDER OF YOUR POLICY. THE PRO RATA SURRENDER CAN BE ANY WHOLE NUMBER PERCENTAGE OF YOUR POLICY. THE PRO RATA SURRENDER WILL REDUCE THE FACE AMOUNT AND THE CASH VALUE BY THE PERCENTAGE CHOSEN. THE FACE AMOUNT DECREASE WILL BE SUBJECT TO THE FOLLOWING CONDITIONS: 1. THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR FOLLOWING OUR RECEIPT OF THE REQUEST. 2. THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER: A. THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE; B. FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES, SUCCESSIVELY; AND C. THE FACE AMOUNT WHEN THE POLICY WAS ISSUED. 3. YOU MAY ALLOCATE THE DECREASE IN CASH VALUE DUE TO THE PRO RATA SURRENDER PLUS ANY APPLICABLE SURRENDER CHARGE AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE DECREASE IN CASH VALUE PLUS ANY APPLICABLE SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN THE LOAN ACCOUNT ON THE DATE OF THE PRO RATA SURRENDER. A PRO RATA SURRENDER CAN NOT BE PROCESSED IF IT WILL REDUCE THE FACE AMOUNT BELOW THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. NO PRO RATA SURRENDER WILL BE PROCESSED FOR MORE CASH SURRENDER VALUE THAN IS AVAILABLE ON THE DATE OF THE PRO RATA SURRENDER. A CASH PAYMENT WILL BE MADE TO YOU FOR THE AMOUNT OF CASH VALUE REDUCTION LESS ANY APPLICABLE SURRENDER CHARGES. SURRENDER CHARGE A SURRENDER CHARGE WILL APPLY UPON SURRENDER, UPON LAPSE, UPON A PARTIAL WITHDRAWAL THAT REDUCES THE FACE AMOUNT, OR UPON A DECREASE IN FACE AMOUNT FOR UP TO 10 YEARS FROM THE POLICY'S ISSUE DATE OR FOR UP TO 10 YEARS FOLLOWING THE EFFECTIVE DATE OF ANY INCREASE IN FACE AMOUNT. THE SURRENDER CHARGE FOR THE INITIAL FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE ONLY), SHOWN ON THE POLICY SPECIFICATIONS PAGE, MULTIPLIED BY THE APPLICABLE SURRENDER CHARGE PERCENTAGE, PLUS THE SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT. THE SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE ONLY) FOR THAT INCREASE, SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE, MULTIPLIED BY THE APPLICABLE SURRENDER CHARGE PERCENTAGE. THE SURRENDER CHARGE PERCENTAGE WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE PERCENTAGE SHOWN ON THE SURRENDER CHARGE SCHEDULE PAGE, FOR THE INITIAL FACE AMOUNT AND FOR ANY INCREASE. THE SURRENDER CHARGES FOR THIS POLICY WILL VARY ON A NON-DISCRIMINATORY BASIS, BASED ON THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE PERCENTAGE SHOWN ON THE SURRENDER CHARGE SCHEDULE PAGE. A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT. A DECREASE IN FACE AMOUNT MAY DECREASE SOME OR ALL OF THE INITIAL FACE AMOUNT AND INCREASES IN FACE AMOUNT AS PROVIDED IN SECTION 5. A PARTIAL WITHDRAWAL MAY CAUSE A DECREASE IN FACE AMOUNT AS PROVIDED ABOVE AND, THEREFORE, A SURRENDER CHARGE MAY BE TAKEN. IF THE FACE AMOUNT IS DECREASED BY SOME FRACTION OF ANY PREVIOUS INCREASES IN FACE AMOUNT AND/OR THE FACE AMOUNT AT ISSUE, THE SURRENDER CHARGE DEDUCTED WILL BE THE PREVIOUSLY DEFINED SURRENDER CHARGE MULTIPLIED BY THE FRACTION. THE SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY MINUS THE CASH VALUE IN THE LOAN ACCOUNT. 106006 6.08 (6/98) 28 POSTPONEMENT WE WILL USUALLY PAY ANY AMOUNTS PAYABLE ON SURRENDER, PARTIAL WITHDRAWAL, OR POLICY OF PAYMENTS LOAN ALLOCATED TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN WITHIN SEVEN DAYS AFTER OR TRANSFERS WRITTEN NOTICE IS RECEIVED. WE WILL USUALLY PAY ANY DEATH BENEFIT PROCEEDS WITHIN SEVEN DAYS AFTER WE RECEIVE DUE PROOF OF CLAIM. PAYMENT OF ANY AMOUNT PAYABLE, FROM THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN, ON SURRENDER, PARTIAL WITHDRAWAL, POLICY LOAN OR DEATH MAY BE POSTPONED WHENEVER: 1. THE NEW YORK STOCK EXCHANGE IS CLOSED (OTHER THAN CUSTOMARY WEEKEND AND HOLIDAY CLOSING) OR TRADING ON THE NEW YORK STOCK EXCHANGE IS RESTRICTED AS DETERMINED BY THE SEC; 2. THE SEC, BY ORDER, PERMITS POSTPONEMENT FOR THE PROTECTION OF POLICY OWNERS; OR 3. AN EMERGENCY EXISTS AS DETERMINED BY THE SEC, AS A RESULT OF WHICH DISPOSAL OF SECURITIES IS NOT REASONABLY PRACTICABLE OR IT IS NOT REASONABLY PRACTICABLE TO DETERMINE THE VALUE OF THE NET ASSETS OF SEPARATE ACCOUNT ELEVEN. WE MAY DEFER PAYMENT OF THE PORTION OF ANY AMOUNT PAYABLE FROM THE GENERAL ACCOUNT ON SURRENDER, OR PARTIAL WITHDRAWAL FOR NOT MORE THAN SIX MONTHS. IF WE DEFER PAYMENT FOR 30 DAYS OR MORE, WE WILL PAY INTEREST AT THE RATE OF 2 1/2% PER YEAR FOR THE PERIOD OF DEFERMENT. TRANSFERS MAY ALSO BE POSTPONED UNDER THE CIRCUMSTANCES LISTED ABOVE. WE MAY DEFER PAYMENT OF THE PORTION OF ANY POLICY LOAN FROM THE GENERAL ACCOUNT FOR NOT MORE THAN SIX MONTHS. NO PAYMENT FROM THE GENERAL ACCOUNT TO PAY PREMIUMS ON THIS POLICY WILL BE DEFERRED. CONTINUATION IF ALL PREMIUM PAYMENTS CEASE, THE INSURANCE PROVIDED UNDER THIS POLICY, INCLUDING OF INSURANCE BENEFITS PROVIDED BY ANY RIDER ATTACHED TO THIS POLICY, WILL CONTINUE IN ACCORDANCE WITH THE PROVISIONS OF THIS POLICY FOR AS LONG AS THE CASH VALUE LESS ANY LOANS, LOAN INTEREST ACCRUED AND ANY SURRENDER CHARGE IS SUFFICIENT TO COVER THE MONTHLY DEDUCTIONS. BASIS OF THE MINIMUM CASH VALUES ARE BASED ON 1) THE MINIMUM CASH VALUE MORTALITY TABLE COMPUTATION SHOWN ON THE POLICY SPECIFICATIONS PAGE; AND 2) FOR AMOUNTS ALLOCATED TO THE GENERAL ACCOUNT, COMPOUND INTEREST AT AN ANNUAL RATE OF NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE. THERE IS NO MINIMUM CASH VALUE GUARANTEED INTEREST RATE FOR AMOUNTS ALLOCATED TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. NET SINGLE PREMIUMS ARE BASED ON 1) THE 7702 TABLE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE; AND 2) THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. ALL VALUES ARE AT LEAST EQUAL TO THOSE REQUIRED BY ANY APPLICABLE LAW OF THE STATE THAT GOVERNS YOUR POLICY. WE HAVE FILED A DETAILED STATEMENT OF THE METHOD OF CALCULATING CASH VALUES AND RESERVES WITH THE INSURANCE SUPERVISORY OFFICIAL OF THAT STATE. 106006 6.09 (6/98) 29 10. PAYMENT OF POLICY BENEFITS PAYMENT A LUMP SUM PAYMENT WILL BE MADE AS PROVIDED ON THE FACE PAGE. INTEREST ON WE WILL PAY INTEREST ON PROCEEDS FROM THE DATE OF THE INSURED'S DEATH TO THE DATE PROCEEDS OF PAYMENT. INTEREST WILL BE AT AN ANNUAL RATE DETERMINED BY US, BUT NEVER LESS THAN THE GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE. EXTENDED PROVISIONS FOR SETTLEMENT OF PROCEEDS DIFFERENT FROM A LUMP SUM PAYMENT MAY ONLY BE PROVISIONS MADE UPON WRITTEN AGREEMENT WITH US. 00780 7.01 (6/98) 30 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE PARTICIPATING General American LIFE INSURANCE COMPANY 13045 TESSON FERRY RD. ST. LOUIS, MISSOURI 63128 100016 (6/98)