1
As filed with the Securities and Exchange Commission on November 5, 1999

Registration No. 33-_______
811-09667

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

CANADA LIFE OF AMERICA VARIABLE LIFE ACCOUNT 1
(Exact Name of Trust)

CANADA LIFE INSURANCE COMPANY OF AMERICA
(Name of Depositor)

6201 Powers Ferry Road, N.W.
Atlanta, Georgia 30339
(Complete address of Depositor's Principal Executive Offices)

Charles MacPhaul, Esquire
6201 Powers Ferry Road, N.W.
Atlanta, Georgia 30339
(Name and Address of Agent for Service of Process)

Copy to:
Stephen E. Roth, Esquire
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.

Title of Securities Being Offered:
Interests in the Separate Account issued through Variable Life Insurance
Policies.

The Registrant hereby amends this registration statement on such dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

CANADA LIFE OF AMERICA VARIABLE LIFE ACCOUNT 1

REGISTRATION STATEMENT ON FORM S-6

CROSS-REFERENCE SHEET

FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
- ------------- ---------------------

1 Cover Page
2 Cover Page
3 Canada Life Insurance Company of America
4 Distribution
5 The Variable Account and the Funds
6 The Variable Account and the Funds
7 Not applicable
8 Financial Statements
9 Not Applicable
10(a) The Policy
10(b) The Policy
10(c) Summary; The Policy; Charges and Deductions; Policy Termination and Reinstatement
10(d) Summary; The Policy; Policy Termination and Reinstatement; Transfers; Charges and
Deductions; Information About the Fixed Account; Policy Loans
10(e) Policy Termination and Reinstatement
10(f) Voting Rights
10(g), (h) Other Policy Provisions; Deletion or Substitution of Investments
10(i) The Policy; Other Policy Provisions; Further Information; Distribution;
Federal Tax Status
11 The Variable Account and the Funds
12 The Variable Account and the Funds
13 Summary; Charges and Deductions; The Variable Account and the Funds
14 The Policy
15 The Policy
16 The Variable Account and the Funds
17 Captions referenced under Items 10(c), (d), (e) and (i) above
18 The Policy
19 Not Applicable
20 Not applicable
21 Policy Loans
22 Not applicable
23 Not applicable
24 Not applicable
25 The Company
26 Not applicable
27 The Company
28 Directors and Principal Officers of the Company
29 The Company
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Not Applicable
36 Not Applicable
37 Not Applicable
38 Distribution
39 Distribution
40 The Variable Account and the Funds

FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
- ----------- ---------------------

41 Distribution
42 Not Applicable
43 Not Applicable
44 The Policy
45 Not Applicable
46 Summary; The Policy; Charges and Deductions; Policy Termination and Reinstatement
47 Not Applicable
48 The Company
49 Not Applicable
50 Not Applicable
51 Cover Page; The Policy; Charges and Deductions
52 Other Policy Provisions; Deletion or Substitution of Investments
53 Federal Tax Status
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements

4
CANADA LIFE INSURANCE COMPANY OF AMERICA
HOME OFFICE: 6201 POWERS FERRY ROAD, NW, ATLANTA, GEORGIA 30339
PHONE: 1-800-
VARIABLE LIFE SERVICE CENTER: 440 LINCOLN STREET, P.O. BOX ,
WORCESTER, MA 01653
- --------------------------------------------------------------------------------
VIP PROSPECTUS
CANADA LIFE OF AMERICA VARIABLE LIFE ACCOUNT 1
INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

This Prospectus describes the individual flexible premium variable life
insurance policy (the Policy) offered by Canada Life Insurance Company of
America (We, Our, Us or the Company).

The Policyowner (You or Your) may choose among the divisions (the Sub-Accounts)
of the Canada Life of America Variable Life Account 1 (the Variable Account)
and/or the Fixed Account. Assets in each Sub-Account are invested in
corresponding Portfolios of the following fund companies (the Funds):

The Alger American Fund (Alger American)
Berger Institutional Products Trust (Berger Trust)
The Dreyfus Socially Responsible Growth Fund, Inc. (Dreyfus Socially
Responsible)
Dreyfus Variable Investment Fund (Dreyfus)
Fidelity Variable Insurance Products Fund (Fidelity VIP)
Fidelity Variable Insurance Products Fund II (Fidelity VIP II)
Fidelity Variable Insurance Products Fund III (Fidelity VIP III)
Goldman Sachs Variable Insurance Trust (Goldman Sachs VIT)
The Montgomery Funds III (Montgomery)
Seligman Portfolios, Inc. (Seligman)

The Policy Value will vary according to the investment performance of the
Portfolio(s) in which the Sub-Accounts You choose are invested. You bear the
entire investment risk on amounts allocated to the Variable Account. The
Policies are not suitable for short-term investment because of the substantial
nature of the surrender charge.

This Prospectus provides basic information that a prospective Policyowner should
know before investing. It may not be advantageous to replace existing insurance
with this Policy.

PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE BUYING A POLICY AND KEEP IT FOR
FUTURE REFERENCE. THIS PROSPECTUS MUST BE ACCOMPANIED BY CURRENT PROSPECTUSES
FOR THE FUNDS. THE FUNDS' PROSPECTUSES ACCOMPANY THIS PROSPECTUS.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES NOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE POLICY AND THE FUNDS ARE NOT INSURED BY THE FDIC NOR ANY OTHER AGENCY. THEY
ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED.
THE POLICY DESCRIBED IN THIS PROSPECTUS IS SUBJECT TO MARKET FLUCTUATION,
INVESTMENT RISK AND POSSIBLE LOSS OF PRINCIPAL.

The date of this Prospectus is .

TABLE OF CONTENTS

DEFINITIONS....................................................................
SUMMARY........................................................................
What is the Policy's Objective?...........................................
Who are the Key Persons Under the Policy?.................................
What Happens When the Insured Dies?.......................................
Can I Examine the Policy?.................................................
How Much Can I Invest and How Often?......................................
Can I Make Transfers Among the Funds and the Fixed Account?...............
Can I Make Future Changes Under My Policy?................................
Can I Convert My Policy Into A Fixed Policy?..............................
What Are the Expenses and Fees Of the Funds?..............................
THE COMPANY....................................................................
THE VARIABLE ACCOUNT AND THE FUNDS.............................................
The Variable Account......................................................
The Funds.................................................................
Resolving Material Conflicts..............................................
The Alger American Fund...................................................
Alger American Growth Portfolio....................................
Alger American Leveraged AllCap Portfolio..........................
Alger American MidCap Growth Portfolio.............................
Alger American Small Capitalization Portfolio......................
Berger Institutional Products Trust.......................................
Berger/BIAM IPT-International Fund.................................
Berger IPT-Small Company Growth Fund...............................
The Dreyfus Socially Responsible Growth Fund, Inc.........................
Dreyfus Variable Investment Fund..........................................
Dreyfus-Capital Appreciation Portfolio.............................
Dreyfus-Growth and Income Portfolio................................
Fidelity Variable Insurance Products Fund.................................
Fidelity VIP Growth Portfolio......................................
Fidelity VIP High Income Portfolio.................................
Fidelity VIP Money Market Portfolio................................
Fidelity VIP Overseas Portfolio....................................
Fidelity Variable Insurance Products Fund II..............................
Fidelity VIP II Asset Manager Portfolio............................
Fidelity VIP II Contrafund Portfolio...............................
Fidelity VIP II Index 500 Portfolio................................
Fidelity VIP II Investment Grade Bond Portfolio....................
Fidelity Variable Insurance Products Fund III.............................
Fidelity VIP III Growth Opportunities Portfolio....................
Goldman Sachs Variable Insurance Trust....................................
Goldman Sachs VIT Capital Growth Portfolio.........................
Goldman Sachs VIT CORE U.S. Equity Portfolio.......................
Goldman Sachs VIT Global Income Portfolio..........................
Goldman Sachs VIT Growth and Income Portfolio......................
The Montgomery Funds III..................................................
Montgomery Variable Series: Emerging Markets Fund..................
Montgomery Variable Series: Growth Fund............................
Seligman Portfolios, Inc..................................................
Seligman Communications and Information Portfolio..................
Seligman Frontier Portfolio........................................
Change in Investment Objective.....................................
THE POLICY.....................................................................
Applying for a Policy.....................................................
Right to Examine..........................................................
Conversion Privilege......................................................
Payments..................................................................
Electronic Funds Transfer (EFT)....................................
Allocation of Net Payments.........................................
Transfers.................................................................
Transfer Privilege.................................................
Dollar Cost Averaging..............................................
Account Rebalancing.......................................................
Death Benefit.............................................................
Guideline Minimum Death Benefit....................................
Net Death Benefit..................................................
Election of Death Benefit Options.........................................
Death Benefit Option 1 - Level Guideline Premium Test..............
Death Benefit Option 2 - Adjustable Guideline Premium Test.........
Changing Between Death Benefit Option 1 and Death Benefit 2...............
Change from Death Benefit Option 1 to Death Benefit Option 2.......
Change from Death Benefit Option 2 to Death Benefit Option 1.......
Guaranteed Death Benefit Rider............................................
Guaranteed Death Benefit...........................................
Termination of the Guaranteed Death Benefit Rider..................
Change in Face Amount.....................................................
Increases..........................................................
Decreases..........................................................
Policy Value..............................................................
Sub-Accounts..............................................................
Sub-Account Value..................................................
Units
Unit Value................................................................
Net Investment Factor..............................................
Payment Options...........................................................
Optional Insurance Benefits...............................................
Surrender.................................................................
Partial Withdrawal........................................................
Delay of Payments.........................................................
CHARGES AND DEDUCTIONS.........................................................
Deductions From Payments..................................................
Monthly Deduction.........................................................
Monthly Expense Charge.............................................

Monthly Administration Fee.........................................
Monthly Mortality and Expense Risk Charge..........................
Cost of Insurance Charges..........................................
Fund Expenses.............................................................
Surrender Charge..........................................................
Partial Withdrawal Charges................................................
Transfer Charges..........................................................
Other Administrative Charges..............................................
POLICY LOANS...................................................................
Preferred Loan Option.....................................................
Repayment of Outstanding Loan.............................................
Effect of Policy Loans....................................................
POLICY TERMINATION AND REINSTATEMENT...........................................
Termination...............................................................
Reinstatement.............................................................
OTHER POLICY PROVISIONS........................................................
Policyowner...............................................................
Beneficiary...............................................................
Assignment................................................................
Modification..............................................................
Notification of Death.....................................................
Written Request...........................................................
Incontestability..........................................................
Suicide ..................................................................
Misstatement of Age or Sex................................................
FEDERAL TAX STATUS.............................................................
The Company and the Variable Account......................................
Taxation of the Policies..................................................
Policy Loans..............................................................
Modified Endowment Policies...............................................
Possible Tax Changes......................................................
VOTING RIGHTS..................................................................
DELETION OR SUBSTITUTION OF INVESTMENTS........................................
FURTHER INFORMATION............................................................
DISTRIBUTION...................................................................
INFORMATION ABOUT THE FIXED ACCOUNT............................................
General Description.......................................................
Fixed Account Interest....................................................
Fixed Account Policy Value................................................
FINANCIAL STATEMENTS...........................................................
APPENDIX A.....................................................................
GUIDELINE MINIMUM DEATH BENEFIT TABLES.........................................
Guideline Minimum Death Benefit Factors........................................
APPENDIX B.....................................................................
OPTIONAL INSURANCE BENEFITS....................................................
Accelerated Death Benefit Option..........................................
Disability Waiver of Payment Rider........................................
Guaranteed Death Benefit Rider............................................
Other Insured Term Insurance Rider........................................
Term Life Insurance Rider.................................................
APPENDIX C.....................................................................
PAYMENT OPTIONS................................................................
Payment Options...........................................................
Selection of Payment Options..............................................
APPENDIX D.....................................................................
EXAMPLES OF DEATH BENEFIT, POLICY VALUES.......................................
AND ACCUMULATED PAYMENTS.......................................................
Assumptions....................................................................
Deductions for Charges.........................................................
Expenses of the Underlying Funds...............................................
Net Annual Rates of Investment.................................................
APPENDIX E.....................................................................
CALCULATION OF MAXIMUM SURRENDER CHARGES.......................................
APPENDIX F.....................................................................
PERFORMANCE INFORMATION........................................................
TABLE I(A).....................................................................
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1998..............
SINCE INCEPTION OF THE SEPARATE ACCOUNT........................................
TABLE I(B).....................................................................
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1998..............
SINCE INCEPTION OF THE SEPARATE ACCOUNT........................................
APPENDIX G.....................................................................
MONTHLY EXPENSE CHARGES........................................................
EXAMPLES.......................................................................

DEFINITIONS

ACCEPTANCE: The date We mail the Policy if the application is approved with no
changes requiring Your consent; otherwise, the date We receive Your written
consent to any changes.

AGE: How old the Insured is on the birthday nearest to a Policy Anniversary.

BENEFICIARY: The person or persons You name to receive the Net Death Benefit
when the Insured dies. The Owner may designate primary, contingent and
irrevocable Beneficiaries.

CASH SURRENDER VALUE: The amount payable on a full surrender. It is the Policy
Value less any Outstanding Loan and surrender charges.

DATE OF ISSUE: The date the Policy was issued, used to measure the Monthly
Processing Date, Policy months, Policy years and Policy Anniversaries. Coverage
begins on this date.

DEATH BENEFIT: The amount payable to the Beneficiary when the Insured dies prior
to the Final Payment Date, before deductions for any Outstanding Loan and
partial withdrawals, partial withdrawal charges, and due and unpaid Monthly
Deductions.

DUE PROOF OF DEATH: Proof of death that is satisfactory to Us. Such proof may
consist of: 1) a certified copy of the death certificate; or 2) a certified copy
of the decree of a court of competent jurisdiction as to the finding of death.

EARNINGS: The amount by which the Policy Value exceeds the sum of the payments
made less all withdrawals and withdrawal charges. Earnings are calculated at
least once each month.

EVIDENCE OF INSURABILITY: Information, including medical information, used to
decide the Insured's Underwriting Class.

FACE AMOUNT: The amount of insurance coverage, selected by You and used to
compute the Death Benefit, including any additional increases or decreases.

FINAL PAYMENT DATE: The Policy Anniversary nearest the Insured's 100th birthday.
After this date, no payments may be made.

FIXED ACCOUNT: Part of Our General Account that provides a fixed interest rate.
This account is not part of and does not depend on the investment performance of
the Variable Account.

GENERAL ACCOUNT: All Our assets other than those held in a separate investment
account.

GUIDELINE MINIMUM DEATH BENEFIT: The minimum Death Benefit required to qualify
the Policy as "life insurance" under federal income tax laws.

INSURED: The person whose life is insured by this Policy.

LOAN VALUE: The maximum amount You may borrow under the Policy.

MINIMUM MONTHLY PAYMENT: A monthly amount shown in Your Policy. If You pay this
amount, We guarantee that Your Policy will not lapse before the 49th Monthly
Processing Date from the Date of Issue or increase in Face Amount, within
limits.

3
8

MONTHLY DEDUCTION: Consists of the charges taken on each Monthly Processing Date
up to the Final Payment Date, including the cost of insurance charge, monthly
expense charge, monthly administration fee, monthly mortality and expense risk
charge, and any monthly rider charges.

MONTHLY PROCESSING DATE: The date when the Monthly Deduction is taken.

NET AMOUNT AT RISK: On the Monthly Processing Date, the Death Benefit minus the
Policy Value prior to the Monthly Deduction. In any other day it is the Death
Benefit minus the Policy Value.

NET DEATH BENEFIT: The amount payable to the Beneficiary when the Insured dies.

NET PAYMENT: Your payment less a payment expense charge.

NON-PARTICIPATING: The Policy is non-participating and is not eligible for
dividends.

OUTSTANDING LOAN: All Policy loans taken plus loan interest due or accrued less
any loan payments.

POLICY ANNIVERSARY: The same date in each policy year as the Date of Issue.

POLICY CHANGE: Any change in the Face Amount, the addition or deletion of a
rider, underwriting reclassifications, or changing from Death Benefit Option 1
to Death Benefit Option 2 (and vice versa).

POLICYOWNER: The person who may exercise all rights under the Policy, with the
consent of any irrevocable Beneficiary. "You" and "Your" refer to the
Policyowner in this Prospectus.

POLICY VALUE: The sum of the Variable Account value and the Fixed Account value.

PORTFOLIOS: The investment portfolios of the Funds in which the Sub-Accounts
invest.

PREMIUM: A payment You must make to Us to keep the Policy in force.

PRO-RATA ALLOCATION: An allocation among the Fixed Account and the Sub-Accounts
in the same proportion that, on the date of allocation, the unloaned Policy
Value in the Fixed Account and the Policy Value in each Sub-Account bear to the
total unloaned Policy Value.

SUB-ACCOUNT: A subdivision of the Variable Account investing exclusively in the
shares of a Portfolio.

UNDERWRITING CLASS: The insurance risk classification that We assign the Insured
based on the information in the application and other Evidence of Insurability
We consider. The Insured's Underwriting Class will affect the Monthly Deduction
and the payment required to keep the Policy in force.

UNIT: A measurement used in the determination of the Policy's Variable Account
value.

VALUATION DAY: Each day the New York Stock Exchange is open for trading.

VALUATION PERIOD: The period beginning at the close of business on a Valuation
Day and ending at the close of business on the next succeeding Valuation Day.
The close of business is the close of regular trading on the New York Stock
Exchange (usually 4:00 P.M. Eastern Time).

4
9

VARIABLE ACCOUNT: Canada Life of America Variable Life Account 1.

VARIABLE LIFE SERVICE CENTER: Our office at the address shown on page 1 of the
Prospectus. This is Our mailing address.

WRITTEN REQUEST: Your request in writing, satisfactory to Us, received at the
Variable Life Service Center.

5
10

SUMMARY

This summary provides a brief description of some of the features and charges of
the Policy offered by Us. You will find more detailed information in the rest of
this Prospectus and the Policy. Please keep the Policy and its riders or
endorsements, if any, together with the application. Together they are the
entire agreement between You and Us.

WHAT IS THE POLICY'S OBJECTIVE?

The objective of the Policy is to give life insurance protection and help You
build assets tax-deferred. Features available through the Policy include:

- a Net Death Benefit that can protect Your Beneficiaries, which
includes a payment option that can guarantee an income for life;

- ability to create Your own personalized investment portfolio
within Your Policy;

- experienced professional investment advisers administering the
Funds (see the Fund prospectuses); and

- tax deferral on earnings.

While the Policy is in force, it will provide:

- life insurance coverage on the Insured;

- Policy Value;

- surrender rights and partial withdrawal rights;

- loan privileges; and

- optional insurance benefits available by rider.

The Policy combines features and benefits of traditional life insurance with the
advantages of professional money management. However, unlike the fixed benefits
of ordinary life insurance, the Policy Value and the Death Benefit under Death
Benefit Option 2, will increase or decrease depending on investment results.
Unlike traditional insurance policies, the Policy has no fixed schedule for
payments. Within limits, You may make payments of any amount and frequency.
While You may establish a schedule of payments (planned payments), the Policy
will not necessarily lapse if You fail to make planned payments. Also, making
planned payments will not guarantee that the Policy will remain in force.

WHO ARE THE KEY PERSONS UNDER THE POLICY?

The Policy is a contract between You and Us. Each Policy has a Policyowner
(You), an Insured (You or another individual You select) and a Beneficiary. As
Policyowner, You make payments, choose investment allocations and select the
Insured and Beneficiary. The Insured is the person whose life is insured under
the Policy. The Beneficiary is the person who receives the Net Death Benefit if
the Insured dies while the Policy is in force.

6
11

WHAT HAPPENS WHEN THE INSURED DIES?

We will pay the Net Death Benefit to the Beneficiary when the Insured dies while
the Policy is in force. You may choose among three Death Benefit options. Under
Death Benefit Option 1 and Death Benefit Option 3, the Death Benefit is the
greater of (a) the Face Amount or (b) the Guideline Minimum Death Benefit. Under
Death Benefit Option 2, the Death Benefit is the greater of (a) the sum of the
Face Amount and Policy Value or (b) the Guideline Minimum Death Benefit. For
more information, see "Election of Death Benefit Options" under THE POLICY.

The Net Death Benefit payable to the Beneficiary is the Death Benefit less any
Outstanding Loan, partial withdrawals, partial withdrawal charges, and due and
unpaid Monthly Deductions. However, after the Final Payment Date, the Net Death
Benefit is the Policy Value less any Outstanding Loan. The Beneficiary may
receive the Net Death Benefit in a lump sum or under a payment option We offer
at that time.

An optional Guaranteed Death Benefit Rider is available only at issue of the
Policy. (The Guaranteed Death Benefit Rider may not be available in all states).
If this Rider is in effect, the Company:

- guarantees that Your Policy will not lapse regardless of the
investment performance of the Variable Account; and

- provides a guaranteed Net Death Benefit.

In order to maintain the Guaranteed Death Benefit Rider, certain minimum Premium
payment tests must be met on each Policy Anniversary and within 48 months
following the Date of Issue and/or the date of any increase in Face Amount. See
"Death Benefits" under THE POLICY. In addition, a one-time administrative charge
of $25 will be deducted from the Policy Value when the Guaranteed Death Benefit
Rider is elected. Certain transactions, including any Outstanding Loan, partial
withdrawals, underwriting reclassifications, changes in Face Amount, and changes
in Death Benefit Options, can result in the termination of the Rider. If this
Rider is terminated, it cannot be reinstated. For more information, see
"Guaranteed Death Benefit Rider" under THE POLICY.

CAN I EXAMINE THE POLICY?

Yes. You have the right to examine and cancel Your Policy by returning it to the
Variable Life Service Center or to one of Our representatives on or before the
10th day after You receive the Policy or longer when state law requires. See the
"Right to Examine Policy" provision in Your Policy. The Policy will be void from
the Date of Issue.

If Your Policy provides for a full refund of payments under its "Right to
Examine Policy" provision, as required by state law, the Company will mail a
refund to You within seven days. We may delay a refund of any payment made by
check until the check has cleared the bank.
Your refund will be the greater of:

- Your entire payment; OR

- the Policy Value PLUS deductions under the Policy for taxes,
charges or fees.

If Your Policy does not provide for a full refund, You will receive:

7
12

- the value in the Fixed Account; plus

- the Policy Value in the Variable Account; plus

- all fees, charges and taxes, which have been imposed at the Policy
level.

After an increase in Face Amount, a right to cancel the increase also applies.
See "Right to Examine" provision under THE POLICY.

WHAT IS THE VARIABLE ACCOUNT?

The Variable Account is a separate investment account separate from the Fixed
Account that consists of Sub-Accounts. Amounts in the Variable Account will vary
according to the investment performance of the Portfolios of the Fund(s) in
which Your elected Sub-Accounts are invested. You may allocate Your Net Premium
and make transfers, within limits, among the Sub-Accounts of the Variable
Account and the Fixed Account. The assets of each Sub-Account are invested in
the corresponding Portfolios of the Funds that are listed on the cover page of
this Prospectus. See THE VARIABLE ACCOUNT AND THE FUNDS.

WHAT IS THE FIXED ACCOUNT?

The Fixed Account offers a minimum guaranteed interest rate. It is part of Our
General Account. You may allocate all or part of Net Premium to the Fixed
Account or make transfers from the Variable Account to the Fixed Account.
Certain restrictions apply. See "Transfers; Transfer Privilege" under THE POLICY
and "INFORMATION ABOUT THE FIXED ACCOUNT".

HOW MUCH CAN I INVEST AND HOW OFTEN?

The number and frequency of Your payments are flexible. See "Payments" under THE
POLICY for additional information and restrictions.

You can allocate Your Policy Value among the Sub-Accounts and the Fixed Account
to meet Your investment needs. If Your Policy provides for a full refund of
Premiums paid under its "Right to Examine Policy" provision, We will allocate
all Sub-Account investments to the money market Sub-Account for:

- 14 days from Acceptance; or

- 24 days from Acceptance for replacements in states with a 20-day
right to examine; or

- 34 days from Acceptance for California citizens Age 60 and older,
who have a 30-day right to examine.

After this, We will allocate all amounts as You have chosen.

8
13

CAN I MAKE TRANSFERS AMONG THE FUNDS AND THE FIXED ACCOUNT?

Yes. You may transfer among the Funds and the Fixed Account, subject to Our
consent and then current rules, see "Transfer; Transfer Privilege" under THE
POLICY. You will incur no current taxes on transfers while Your money is in the
Policy.

CAN I GET MONEY OUT OF MY POLICY?

You may borrow up to the Loan Value of Your Policy. You may also make partial
withdrawals and surrender the Policy for its Cash Surrender Value. There are two
types of loans that may be available to You:

- a standard loan option is always available to You. The Loan Value
is 90% of the difference between Policy Value and surrender
charges. The Company will charge interest on the amount of the
loan at a current annual rate of 4.8%. This current rate of
interest may change, but is guaranteed not to exceed 6%. However,
the Company will also credit interest on the Policy Value securing
the loan. The annual interest rate credited to the Policy Value
securing a standard loan is 4.0%.

- a preferred loan option is automatically available to You unless
You request otherwise. The preferred loan option is available on
that part of the Outstanding Loan that is attributable to
Earnings. The Company will charge interest on the amount of the
loan at a current annual rate of 4.00%. This current rate of
interest may change, but is guaranteed not to exceed 4.50%. The
annual interest rate credited to the Earnings securing a preferred
loan is 4.0%.

We will allocate Policy loans among the Sub-Accounts and the Fixed Account
according to Your instructions. If You do not make an allocation, We will make a
Pro-rata Allocation. We will transfer Pro-rata Allocations from each Sub-Account
and the unloaned portion of the Fixed Account to equal the total amount of the
loan. This Outstanding Loan amount is transferred to the Fixed Account.

You may surrender Your Policy and receive its Cash Surrender Value. After the
first Policy year, You may make partial withdrawals of $200 or more from Policy
Value, subject to possible surrender charges. Under Death Benefit Option 1 and
Death Benefit Option 3, the Face Amount is reduced by each partial withdrawal
not classified as a preferred partial withdrawal. We will not allow a partial
withdrawal if it would reduce the Face Amount below $40,000. A surrender or
partial withdrawal may have tax consequences. See "Taxation of the Policies"
under FEDERAL TAX STATUS.

A request for a preferred loan, a partial withdrawal after the Final Payment
Date, or the foreclosure of any Outstanding Loan will terminate a Guaranteed
Death Benefit Rider. See "Guaranteed Death Benefit Rider" under THE POLICY.

CAN I MAKE FUTURE CHANGES UNDER MY POLICY?

Yes. There are several changes You can make after receiving Your Policy, within
limits. You may:

- cancel Your Policy under its "Right to Examine" provision;

- transfer Your ownership to someone else;

9
14

- change the Beneficiary;

- change the allocation of payments into the Sub-Accounts and the
Fixed Account;

- make transfers of Policy Value among the Sub-Accounts and the
Fixed Account, with no current tax consequences under current law;

- adjust the Death Benefit by increasing or decreasing the Face
Amount;

- change Your choice of Death Benefit options between Death Benefit
Option 1 and Death Benefit Option 2; and

- add or remove optional insurance benefits provided by a rider.

CAN I CONVERT MY POLICY INTO A FIXED POLICY?

Yes. You can convert Your Policy without charge during the first 24 months after
the Date of Issue or after an increase in Face Amount. On conversion, We will
transfer the Policy Value in the Variable Account to the Fixed Account. We will
allocate all future payments to the Fixed Account, unless You instruct Us
otherwise.

WHAT CHARGES WILL I PAY?

The following charges will apply to Your Policy under the circumstances
described. Some of these charges apply throughout the Policy's duration. Other
charges apply only if You choose options under the Policy.

- - From each payment, We will deduct a PAYMENT EXPENSE CHARGE of 6.00%,
which is composed of the following:

PREMIUM TAX CHARGE: 2.00%

DEFERRED ACQUISITION COSTS (DAC TAX) CHARGE: 1.00%

FRONT-END SALES LOAD: 3.00%

- - On each Monthly Processing Date, We take the following deductions (the
Monthly Deduction) from the Policy Value:

COST OF INSURANCE CHARGE -- This charge varies with the sex (other
than states requiring unisex rates), age, duration, smoking
status, and Underwriting Class of the Insured and the Death
Benefit Option selected.

MONTHLY EXPENSE CHARGE -- This charge varies with the age, sex,
and Underwriting Class of the Insured, for each $1,000 of the
Policy's Face Amount. The charge applies only for the first 10
years after issue or an increase in Face Amount.

MONTHLY ADMINISTRATION FEE -- $7.50.

10
15

MONTHLY MORTALITY AND EXPENSE RISK CHARGE -- This charge is
currently equal to an annual rate of 0.35% of the Policy Value in
each Sub-Account for the first 10 Policy years and an annual rate
of 0.10% for Policy year 11 and later. The charge is based on the
Policy Value in the Sub-Accounts as of the prior Monthly
Processing Date. The Company may increase this charge, subject to
state and federal law, to an annual rate of 0.60% of the Policy
Value in each Sub-Account for the first 10 Policy years and an
annual rate of 0.30% for Policy year 11 and later. This charge
will continue to be deducted after the Final Payment Date.

MONTHLY RIDER CHARGES -- These charges will vary based on the
riders selected and by the sex, age, and Underwriting
Classification of the Insured under the rider.

- - The charges below apply only if You surrender Your Policy or make partial
withdrawals:

SURRENDER CHARGE -- A surrender charge will apply to a full
withdrawal, a decrease in Face Amount, or any partial withdrawal
exceeding the preferred partial withdrawal, up to the beginning of
the 10th Policy year from Date of Issue of the Policy or from the
date of increase in Face Amount. The maximum surrender charge is
equal to a specified amount that varies with the age, sex, and
Underwriting Class of the Insured for each $1,000 of the Policy's
Face Amount. The amount of the surrender charge decreases annually
to zero by the beginning of the 10th Policy year.

If there are increases in the Face Amount, each increase will have
a corresponding surrender charge. These charges will be specified
in a supplemental schedule of benefits at the time of the
increase.

For more information, see APPENDIX E - CALCULATION OF MAXIMUM
SURRENDER CHARGES.

PARTIAL WITHDRAWAL CHARGES -- We deduct the following charges from
Policy Value:

- A transaction fee is assessed against all partial
withdrawals. This charge is guaranteed not to exceed $25.

- A proportional amount of the full surrender charge is
applied to any partial withdrawal, except for that part of
the partial withdrawal which is considered a preferred
partial withdrawal. See "Partial Withdrawal Charges" under
CHARGES AND DEDUCTIONS. We reduce the Policy's outstanding
surrender charge, if any, by this amount.

Other charges You may incur:

CHARGE FOR OPTIONAL GUARANTEED DEATH BENEFIT RIDER -- A one time
administrative charge of $25 will be deducted from Policy Value
when the Rider is elected.

TRANSFER CHARGE -- Currently, the first 12 transfers of Policy
Value in a Policy year are free. A current transfer charge of $10,
never to exceed $25, applies for each additional transfer in the
same Policy year. This charge is for the costs of processing the
transfer. This charge does not apply to Dollar Cost Averaging or
Account Rebalancing.

11
16

OTHER ADMINISTRATIVE CHARGES -- We reserve the right to charge for
other administrative costs. While there are no current charges for
these costs, We may impose a charge not to exceed $25 for:

- changing Net Payment allocation instructions;

- changing the allocation of the Monthly Deduction among the
various Sub-Accounts and the Fixed Account;

- providing a projection of values; or

- reissuance of a lost Policy (printing a duplicate Policy).

See CHARGES AND DEDUCTIONS.

WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?

In addition to the charges described above, certain fees and expenses are
deducted from the assets of the underlying Funds. The levels of fees and
expenses vary among the underlying Funds. The following table shows the expenses
of the underlying Funds for 1999. For more information concerning fees and
expenses, see the prospectuses of the underlying Funds.

FUNDS' ANNUAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1999
- -----------------------------------------------------------
(after Expense Reimbursement, as indicated, and as a percentage of average net assets)

OTHER EXPENSES TOTAL
MANAGEMENT (AFTER EXPENSE ANNUAL
PORTFOLIO FEES REIMBURSEMENT)* EXPENSES
--------- ---- --------------- --------

12
17

OTHER EXPENSES TOTAL
MANAGEMENT (AFTER EXPENSE ANNUAL
PORTFOLIO FEES REIMBURSEMENT)* EXPENSES
--------- ---- --------------- --------

Fidelity VIP II Contrafund % % %
Fidelity VIP II Index 500 % % %
Fidelity VIP II Investment Grade Bond % % %
Fidelity VIP III Growth Opportunities % % %
Goldman Sachs VIT Capital Growth % % %
Goldman Sachs VIT CORE U.S. Equity % % %
Goldman Sachs VIT Global Income % % %
Goldman Sachs VIT Growth and Income % % %
Montgomery Variable Series: Emerging Markets % % %
Montgomery Variable Series: Growth % % %
Seligman Communications and Information % % %
Seligman Frontier % % %

* The Goldman Sachs VIT Capital Growth Fund's expenses are estimated
due to the Fund being in existence for less than 10 months. The
Goldman Sachs VIT CORE U.S. Equity, Global Income and Growth and
Income Funds' expenses are based on actual expenses for fiscal
year ended December 31, 1999. The Investment Advisers to the
Goldman Sachs VIT Capital Growth, CORE U.S. Equity, Global Income
and Growth and Income Funds have voluntarily agreed to reduce or
limit certain "Other Expenses" of such Funds (excluding management
fees, taxes, interest and brokerage fees and litigation,
indemnification and other extraordinary expenses) to the extent
such expenses exceed%, %, % and % per annum of such Funds' average
daily net assets, respectively. The expenses shown include this
reimbursement. If not included, the Other Expenses and Total
Expenses for the Goldman Sachs VIT Capital Growth, CORE U.S.
Equity, Global Income and Growth and Income Funds would be 1.03%
and 1.78%, 2.13% and 2.83%, 2.40% and 3.30%, and 1.94% and 2.69%,
respectively. The reductions or limits may be discontinued or
modified by the investment advisers in their discretion at any
time.

A portion of the brokerage commissions that certain Fidelity
Portfolios pay was used to reduce Fund expenses. In addition,
certain Portfolios have entered into arrangements with their
custodian and transfer agent whereby interest earned on uninvested
cash balances was used to reduce custodian and transfer agent
expenses. Fidelity VIP II Index 500 Portfolio expenses were
voluntarily reduced by the Funds' investment adviser. Absent
reimbursement, the management fee, other expenses, and total
expenses would have been 0.24%, 0.11%, and 0.35% respectively.

13
18

The Manager of the Montgomery Variable Series: Emerging Markets
Fund and the Montgomery Variable Series: Growth Fund has
contractually agreed to reduce some or all of its management fees
if necessary to keep total annual operating expenses, expressed on
an annualized basis at or below 1.75% and 1.25%, respectively, of
average net assets. This contract has a one year term renewable at
the end of each fiscal year. The Manager also may voluntarily
reduce additional amounts to increase the return to Policyowners
investing in the Montgomery Variable Series: Emerging Markets Fund
and/or the Montgomery Variable Series: Growth Fund. Any reductions
made by the Manager in its fees are subject to reimbursement by
the Montgomery Variable Series: Emerging Markets Fund and the
Montgomery Variable Series: Growth Fund within the following three
years, provided the Portfolios are able to effect such
reimbursement and remain in compliance with applicable expense
limitations. The Management Fees, Other Expenses and Total Annual
Expenses absent voluntary reimbursements for the Montgomery
Variable Series: Growth Fund were 1.00%, 0.40% and 1.40%.

The Managers of the Berger/BIAM IPT-International Fund and Berger
IPT-Small Company Growth Fund have agreed to waive their
management fees and reimburse the Funds for additional expenses to
the extent that the Funds' total annual expenses exceed 1.20% and
1.15%, respectively.

There is no assurance that these waiver or reimbursement policies
will be continued in the future. If any of these policies are
discontinued, it will be reflected in an updated prospectus.

The data with respect to the Funds' annual expenses have been provided to Us by
the Funds and We have not independently verified such data.

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY POLICY?

The Policy will not lapse if You fail to make payments unless:

- the Policy Value less an Outstanding Loan is insufficient to cover
the next Monthly Deduction and loan interest accrued; OR

- an Outstanding Loan exceed Policy Value.

There is a 62-day grace period in either situation.

If You make payments at least equal to Minimum Monthly Payments, We guarantee
that Your Policy will not lapse before the 49th Monthly Processing Date from
Date of Issue or increase in Face Amount, within limits and excluding loan
foreclosure. If the Guaranteed Death Benefit Rider is in effect, the Policy will
not lapse regardless of the investment performance of the Variable Account
excluding loan foreclosure. For more information, see "Guaranteed Death Benefit
Rider."

You may reinstate Your Policy within three years after the grace period, within
limits. See POLICY TERMINATION & REINSTATEMENT for further details.

14
19

HOW WILL THE POLICY BE TAXED?

The Policy is given federal income tax treatment similar to a conventional fixed
benefit life insurance policy. On a withdrawal of Policy Value, Policyowners
currently are taxed only on the amount of the withdrawal that exceeds total
payments. Withdrawals greater than payments made are treated as ordinary income.
During the first 15 Policy years, however, an "interest first" rule applies to
distributions of cash required under Section 7702 of the Internal Revenue Code
(Code) because of a reduction in benefits under the Policy.

The Net Death Benefit under the Policy is excludable from the gross income of
the Beneficiary. However, in some circumstances federal estate tax may apply to
the Net Death Benefit or the Policy Value.

A Policy may be considered a "modified endowment contract." This may occur if
total payments during the first seven Policy years (or within seven years of a
material change in the Policy) exceed the total net level payments payable, if
the Policy had provided paid-up future benefits after seven level payments. If
the Policy is considered a modified endowment contract, all distributions
(including Policy loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-first" basis. Also, a 10% penalty tax may be imposed on
that part of a distribution that is includible in income.

This Summary is intended to provide only a very brief overview of the more
significant aspects of the Policy. This Prospectus and the Policy provide
further detail. The Policy provides insurance protection for the named
Beneficiary.

DOES CANADA LIFE OFFER OTHER POLICIES?

We offer variable annuity policies which also invest in the same Portfolios of
the Funds. We also offer a full line of traditional life insurance and annuity
policies through Our parent company, The Canada Life Assurance Company. For more
information about these policies, please contact Your Registered Representative.

WHAT IF I HAVE QUESTIONS?

We will be happy to answer Your questions about the Policy or Our procedures.
Call or write to Us at the Variable Life Service Center. The phone number or
address is located on page 1. All inquiries should include the Policy number and
the names of the Policyowner and the Insured.

If You have questions concerning Your investment strategies, please contact Your
Registered Representative.

15
20

THE COMPANY

We are a stock life insurance company with assets as of December 31, 1999 of
approximately $____ billion (U.S. dollars). We were incorporated under Michigan
law on April 12, 1988, and Our Home Office is located at 6201 Powers Ferry Road,
NW, Atlanta, Georgia 30339. We are principally engaged in issuing and reinsuring
annuity and life insurance policies.

We share Our A.M. Best rating with Our parent company, The Canada Life Assurance
Company. From time to time, We will quote this rating and Our ratings from
Standard & Poor's Corporation, Duff & Phelps Inc., and/or Moody's Investors
Service for claims paying ability. These ratings relate to Our financial ability
to meet Our contractual obligations under Our insurance contracts. They do not
take into account deductibles, surrender or cancellation penalties, or
timeliness of claim payment. They also do not address the suitability of a
Policy for a particular purchaser, or relate to Our ability to meet non-policy
obligations.

We are a wholly-owned subsidiary of The Canada Life Assurance Company, a
Canadian life insurance company headquartered in Toronto, Ontario, Canada. The
Canada Life Assurance Company commenced insurance operations in 1847 and has
been actively operating in the United States since 1889. It is one of the
largest life insurance companies in North America with consolidated assets as of
December 31, 1999 of approximately $ billion (U.S. dollars).

Obligations under the Policies are obligations of Canada Life Insurance Company
of America.

We are subject to regulation and supervision by the Michigan Insurance Bureau,
as well as the laws and regulations of all jurisdictions in which We are
authorized to do business.

We are a charter member of the Insurance Marketplace Standards Association
(IMSA). Companies that belong to IMSA subscribe to a rigorous set of standards
that cover the various aspects of sales and service for individually sold life
insurance and annuities. IMSA members have adopted policies and procedures that
demonstrate a commitment to honesty, fairness, and integrity in all customer
contacts involving sales and service of individual life insurance and annuity
products.

THE VARIABLE ACCOUNT AND THE FUNDS

THE VARIABLE ACCOUNT

We established the Canada Life of America Variable Life Account 1 (the Variable
Account) as a separate investment account on July 22, 1988, under Michigan law.
Although We own the assets in the Variable Account, these assets are held
separately from Our other assets and are not part of Our General Account. The
income, gains or losses, whether or not realized, from the assets of the
Variable Account are credited to or charged against the Variable Account in
accordance with the policies without regard to Our other income, gains or
losses.

The portion of the assets of the Variable Account equal to the reserves and
other contract liabilities of the Variable Account will not be charged with
liabilities that arise from any other business that We conduct. We have the
right to transfer to Our General Account any assets of the Variable Account
which are in excess of such reserves and other liabilities.

16
21

The Variable Account is registered with the Securities and Exchange Commission
(the SEC) as a unit investment trust under the Investment Company Act of 1940
(the 1940 Act) and meets the definition of a "separate account" under the
federal securities laws. However, the SEC does not supervise the management,
investment policies or practices of the Variable Account.

The Variable Account currently is divided into Sub-Accounts. Each Sub-Account
invests its assets in shares of the corresponding Portfolio of the Funds
described below.

THE FUNDS

The Variable Account invests in shares of:

Shares of a Portfolio of the above listed Funds are purchased and redeemed for a
corresponding Sub-Account at their net asset value. Any amounts of income,
dividends and gains distributed from the shares of a Portfolio are reinvested in
additional shares of that Portfolio at their net asset value. The Funds'
prospectuses defines the net asset value of Portfolio shares.

The Funds are management investment companies with one or more investment
Portfolios. Each Fund is registered with the SEC as an open-end, management
investment company. Such registration does not involve supervision of the
management or investment practices or policies of the company or the Portfolios
by the SEC.

The Funds may, in the future, create additional portfolios that may or may not
be available as investment options under the Policies. Each Portfolio has its
own investment objectives and the income and losses for each Portfolio are
determined separately for that Portfolio.

The investment objectives and policies of certain Portfolios of the Funds are
similar to the investment objectives and policies of other portfolios that may
be managed by the same investment adviser or manager. The investment results of
the Portfolios of the Funds, however, may differ from the results of such other
portfolios. There can be no assurance, and no representation is made, that the
investment results of any of the Portfolios of the Funds will be comparable to
the investment results of any other portfolio, even if the other portfolios have
the same investment adviser or manager.

We have entered into agreements with the investment advisers of several of the
Funds pursuant to which each such investment adviser will pay Us a service fee
based upon an annual percentage of average net assets invested by Us on behalf
of the Variable Account. These agreements cover administrative services provided
to the Funds by Us. Payments of such amounts by an investment adviser do not
increase the fees paid by the Portfolios or Policyowners invested in the
Portfolios.

17
22

RESOLVING MATERIAL CONFLICTS

The Funds are now, or may be in the future, used as investment vehicles for
variable life insurance and variable annuity contracts issued by Us, as well as
registered separate accounts of other insurance companies offering variable life
and annuity contracts. In addition, certain Funds available with the Policy may
sell shares to retirement plans qualifying under Section 401 of the Code
("Retirement Plans"). As a result, there is a possibility that a material
conflict may arise between the interests of Policyowners and such Retirement
Plans or participants in such Retirement Plans.

We currently do not foresee any disadvantages to Policyowners resulting from the
Funds selling shares to support products other than Our contracts or to
Retirement Plans. However, there is a possibility that a material conflict may
arise between Policyowners whose policy values are allocated to the Variable
Account and the owners of variable life insurance policies and variable annuity
contracts issued by such other companies whose values are allocated to one or
more other separate accounts investing in any one of the Funds. In the event of
a material conflict, We will take any necessary steps, including removing the
Variable Account from that Fund, to resolve the matter. The board of directors
of each Fund also will monitor events in order to identify any material
conflicts that possibly may arise and determine what action, if any, should be
taken in response to those events or conflicts. See each individual Fund
prospectus for more information.

The following is a brief description of the investment objectives of each of the
Funds' Portfolios. THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY
PORTFOLIO WILL BE ACHIEVED. Please see the accompanying prospectuses for the
Funds for more detailed information, including a description of risks and
expenses.

THE ALGER AMERICAN FUND

The Alger American Fund (Alger American) is intended to be a funding vehicle for
variable annuity contracts and variable life insurance policies to be offered by
the separate accounts of certain life insurance companies; its shares also may
be offered to qualified pension and retirement plans. Each of its Portfolios has
distinct investment objectives and policies. Further information regarding the
investment practices of each of the Portfolios is set forth below.

ALGER AMERICAN GROWTH PORTFOLIO

The Alger American Growth Portfolio seeks long-term capital appreciation by
focusing on growing companies that generally have broad product lines, markets,
financial resources and depth of management. Under normal circumstances, the
Portfolio invests primarily in the equity securities of large companies. The
Portfolio considers a large company to have a market capitalization of
$1 billion or greater.

ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

The Alger American Leveraged AllCap Portfolio seeks long-term capital
appreciation. Under normal circumstances, the Portfolio invests in the equity
securities of companies of any size which demonstrate promising growth
potential. The Portfolio can leverage, that is, borrow money, up to one-third of
its total assets to buy additional securities. By borrowing money, the Portfolio
has the potential to increase its returns if the increase in the value of the
securities purchased exceeds the cost of borrowing, including interest paid on
the money borrowed.

18
23

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

The investment objective of the Portfolio is long-term capital appreciation. It
focuses on midsize companies with promising growth potential. Under normal
circumstances, the Portfolio invest primarily in the equity securities of
companies having a market capitalization within the range of companies in the
S&P MidCap 400 Index.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

The investment objective of the Alger American Small Capitalization Portfolio is
long-term capital appreciation. It focuses on small, fast-growing companies that
offer innovative products, services or technologies to a rapidly expanding
marketplace. Under normal circumstances, the Portfolio invests primarily in the
equity securities of small capitalization companies. A small capitalization
company is one that has a market capitalization within the range of the Russell
2000 Growth Index or the S&P SmallCap 600 Index.

BERGER INSTITUTIONAL PRODUCTS TRUST

The Berger Institutional Products Trust (Berger Trust) is intended to be a
funding vehicle for variable annuity contracts and variable life insurance
policies offered by the separate accounts of certain life insurance companies;
and its shares may also be offered to qualified pension and retirement plans.
The Berger Trust is an open-end investment company and each of its Portfolios
has distinct investment objectives and policies. Further information regarding
the investment practices of the Portfolios available under this Policy is set
forth below.

BERGER/BIAM IPT-INTERNATIONAL FUND

The Portfolio is advised by BBOI Worldwide LLC, which has delegated daily
management of the Portfolio to Bank of Ireland Asset Management (U.S.) Limited.
The investment objective of the Berger/BIAM IPT-International Fund is long-term
capital appreciation. The Portfolio seeks to achieve this objective by investing
primarily in common stocks of well established companies located outside the
United States. The Portfolio intends to diversify its holdings among several
countries and to have, under normal market conditions, at least 65% of the
Portfolio's total assets invested in the securities of companies located in at
least five countries, not including the United States.

BERGER IPT-SMALL COMPANY GROWTH FUND

The Portfolio is advised by Berger Associates, Inc. The investment objective of
the Berger IPT-Small Company Growth Fund is capital appreciation. The Portfolio
seeks to achieve this objective by investing primarily in common stocks of small
companies and other securities with equity features. Under normal circumstances,
the Portfolio invests at least 65% of its assets in equity securities of
companies whose market capitalizations, at the time of initial purchase, is less
than the 12-month average of the maximum market capitalization for companies
included in the Russell 2000. This average is updated monthly. The balance of
the Portfolio may be invested in larger companies, government securities or
other short-term investments.

19
24

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

The Dreyfus Socially Responsible Growth Fund, Inc. (Dreyfus Socially
Responsible) seeks to provide capital growth by investing principally in common
stocks, or securities convertible into common stock, of companies which, in the
opinion of the Fund's management, not only meet traditional investment
standards, but also show evidence that they conduct their business in a manner
that contributes to the enhancement of the quality of life in America. Current
income is a secondary goal.

DREYFUS VARIABLE INVESTMENT FUND

Dreyfus Variable Investment Fund is an open-end, management investment company,
that is intended to be a funding vehicle for variable annuity and variable life
insurance contracts. Two of the Fund's Portfolios are available under this
Policy, the Dreyfus-Growth and Income Portfolio and Dreyfus-Capital Appreciation
Portfolio.

DREYFUS-CAPITAL APPRECIATION PORTFOLIO

The Capital Appreciation Portfolio seeks to provide long-term capital growth
consistent with the preservation of capital; current income is a secondary goal.
The Portfolio invests principally in common stocks of domestic and foreign
companies. The Portfolio generally will seek investment opportunities in large
capitalization companies.

DREYFUS-GROWTH AND INCOME PORTFOLIO

The Growth and Income Portfolio seeks long-term capital growth, current income
and growth of income, consistent with reasonable investment risk. The Portfolio
invests primarily in equity and debt securities and money market instruments of
domestic and foreign issuers. The proportion of the Portfolio's assets invested
in each type of security will vary from time to time in accordance with The
Dreyfus Corporation's assessment of economic conditions and investment
opportunities.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

The Fidelity Variable Insurance Products Fund (Fidelity VIP) acts as one of the
funding vehicles for the Policy with three Portfolios available under the
Policy: Fidelity VIP Growth; Fidelity VIP High Income; and Fidelity VIP
Overseas. Fidelity VIP is managed by Fidelity Management & Research Company
(Investment Manager).

FIDELITY VIP GROWTH PORTFOLIO

The Fidelity VIP Growth Portfolio seeks to achieve capital appreciation. The
Portfolio invests primarily in common stocks.

20
25

FIDELITY VIP HIGH INCOME PORTFOLIO

The Fidelity VIP High Income Portfolio seeks to obtain a high level of current
income by investing at least 65% of total assets in income-producing debt
securities, preferred stocks and convertible securities, with an emphasis on
lower-quality debt securities, while also considering growth of capital. Please
refer to the accompanying Fidelity prospectus for a description and explanation
of the unique risks associated with investing in high risk, high yielding, lower
rated fixed income securities.

FIDELITY VIP MONEY MARKET PORTFOLIO

The Fidelity VIP Money Market Portfolio seeks to obtain a high level of current
income as is consistent with the preservation of capital and liquidity.

FIDELITY VIP OVERSEAS PORTFOLIO

The Fidelity VIP Overseas Portfolio seeks long-term growth of capital primarily
through investments in foreign securities. This Portfolio provides a means for
investors to diversify their own Portfolios by participating in companies and
economies outside of the United States.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

The Fidelity Variable Insurance Products Fund II (Fidelity VIP II) acts as one
of the funding vehicles for the Policy with the VIP II Asset Manager, VIP II
Contrafund and VIP II Index 500 Portfolios available under the Policy. Fidelity
VIP II is managed by Fidelity Management & Research Company (Investment
Manager).

FIDELITY VIP II ASSET MANAGER PORTFOLIO

The Fidelity VIP II Asset Manager Portfolio seeks high total return with reduced
risk over the long-term by allocating its assets among domestic and foreign
stocks, bonds and short-term money market instruments.

FIDELITY VIP II CONTRAFUND PORTFOLIO

The Fidelity VIP II Contrafund Portfolio seeks capital appreciation by investing
in securities of companies whose value the Investment Manager believes is not
fully recognized by the public.

FIDELITY VIP II INDEX 500 PORTFOLIO

The Fidelity VIP II Index 500 Portfolio seeks a total return which corresponds
to that of the Standard & Poor's Composite Index of 500 Stocks.

FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO

The Fidelity VIP II Index 500 Portfolio seeks as high a level of current income
as is consistent with the preservation of capital.

21
26

FIDELITY VARIABLE INSURANCE PRODUCTS FUND III

The Fidelity Variable Insurance Products Fund III (Fidelity VIP III) acts as one
of the funding vehicles for the Policy with the VIP III Growth Opportunities
Portfolio available under the Policy. Fidelity VIP III is managed by Fidelity
Management & Research Company (Investment Manager).

FIDELITY VIP III GROWTH OPPORTUNITIES PORTFOLIO

The Fidelity VIP III Growth Opportunities Portfolio seeks capital growth by
investing primarily in common stocks.

GOLDMAN SACHS VARIABLE INSURANCE TRUST

The Goldman Sachs Variable Insurance Trust is an open-end, management investment
company offering the following Portfolios: Goldman Sachs VIT Capital Growth
Portfolio, Goldman Sachs VIT CORE U.S. Equity Portfolio, Goldman Sachs VIT
Global Income Portfolio and Goldman Sachs VIT Growth and Income Portfolio.

GOLDMAN SACHS VIT CAPITAL GROWTH PORTFOLIO

This Portfolio seeks long-term growth of capital through diversified investments
in equity securities of companies that are considered to have long-term capital
appreciation potential.

GOLDMAN SACHS VIT CORE U.S. EQUITY PORTFOLIO

This Portfolio seeks long-term growth of capital and dividend income through a
broadly diversified Portfolio of large cap and blue chip equity securities
representing all major sectors of the U.S. economy.

GOLDMAN SACHS VIT GLOBAL INCOME PORTFOLIO

This Portfolio seeks a high total return, emphasizing current income and, to a
lessor extent, providing opportunities for capital appreciation. The Fund
invests primarily in a portfolio of high quality fixed-income securities of U.S.
foreign issuers and foreign currencies.

GOLDMAN SACHS VIT GROWTH AND INCOME PORTFOLIO

This Portfolio seeks long-term growth of capital and growth of income through
investments in equity securities that are considered to have favorable prospects
for capital appreciation and/or dividend paying ability.

THE MONTGOMERY FUNDS III

Shares of Montgomery Variable Series: Emerging Markets Fund and Montgomery
Variable Series: Growth Fund, Portfolios of The Montgomery Funds III
(Montgomery), an open-end investment company, are available under this Policy.

22
27

MONTGOMERY VARIABLE SERIES: EMERGING MARKETS FUND

The investment objective of this Portfolio is capital appreciation, which under
normal conditions it seeks by investing at least 65% of its total assets in
equity securities of companies in countries having emerging markets. For these
purposes, the Portfolio defines an emerging market country as having an economy
that is or would be considered by the World Bank or the United Nations to be
emerging or developing.

MONTGOMERY VARIABLE SERIES: GROWTH FUND

The investment objective of this Portfolio is capital appreciation, which under
normal conditions it seeks by investing at least 65% of its total assets in the
equity securities, usually common stock of domestic companies of all sizes and
emphasizes companies having market capitalizations of $1 billion or more.

SELIGMAN PORTFOLIOS, INC.

Seligman Portfolios, Inc. (Seligman) currently has fifteen Portfolios, two of
which are available under the Policy: Communications and Information; and
Frontier. Seligman is a diversified open-end investment company incorporated in
Maryland which uses the investment advisory services of J. & W. Seligman & Co.
Incorporated, a Delaware corporation.

SELIGMAN COMMUNICATIONS AND INFORMATION PORTFOLIO

The investment objective of this Portfolio is to produce capital gain. Income is
not an objective. The Portfolio seeks to achieve its objective by investing
primarily in securities of companies operating in the communications,
information and related industries.

SELIGMAN FRONTIER PORTFOLIO

The investment objective of this Portfolio is to produce growth in capital
value; income may be considered but will be only incidental to the Portfolio's
investment objective. The Portfolio invests primarily in equity securities of
smaller companies selected for their growth prospects.

A FULL DESCRIPTION OF THE FUNDS, THEIR INVESTMENT OBJECTIVES, THEIR POLICIES AND
RESTRICTIONS, THEIR EXPENSES AND OTHER ASPECTS OF THEIR OPERATION, AS WELL AS A
DESCRIPTION OF THE RISKS RELATED TO INVESTMENT IN THE FUNDS, IS CONTAINED IN THE
ACCOMPANYING PROSPECTUSES FOR THE FUNDS. THE PROSPECTUSES FOR THE FUNDS SHOULD
BE READ CAREFULLY BY A PROSPECTIVE PURCHASER ALONG WITH THIS PROSPECTUS BEFORE
INVESTING.

CHANGE IN INVESTMENT OBJECTIVE

The investment objective of a Sub-Account may not be changed unless the change
is approved, if required, by the Michigan Insurance Bureau. A statement of such
approval will be filed, if required, with the insurance department of the state
in which the Policy is delivered.

23
28

THE POLICY

APPLYING FOR A POLICY

After receiving a completed application from a prospective Policyowner, We will
begin underwriting to decide the insurability of the proposed Insured. We may
require medical examinations and other information before deciding insurability.
We issue a Policy only after underwriting has been completed. We may reject an
application that does not meet Our underwriting guidelines.

If a prospective Policyowner makes an initial payment of at least one Minimum
Monthly Payment, We will provide fixed conditional insurance during
underwriting. The fixed conditional insurance will be the insurance applied for,
up to a maximum of $500,000, depending on Age and Underwriting Class. This
coverage will continue for a maximum of 90 days from the date of the
application, and if required, the completed medical exam. If death is by
suicide, We will return only the Premium paid.

If no fixed conditional insurance was in effect, on Policy delivery We will
require a sufficient payment to place the insurance in force. If You made
payments before the date of Acceptance, We will allocate the payments to the
Fixed Account. IF THE POLICY IS NOT ISSUED AND ACCEPTED, THE PAYMENTS WILL BE
RETURNED TO YOU WITHOUT INTEREST.

If the Policy is issued and accepted, We will allocate Your Policy Value on
Acceptance according to Your instructions. However, if Your Policy provides for
a full refund of payments under its "Right to Examine Policy provision , We will
initially allocate Your Sub-Account investments to the money market Sub-Account

- 14 days from Acceptance; or

- 24 days from Acceptance for replacements in states with a 20-day
right to examine; or

- 34 days from Acceptance for California citizens Age 60 and older,
who have a 30-day right to examine.

After this, We will allocate all amounts according to Your investment choices.

RIGHT TO EXAMINE

You have the right to examine and cancel Your Policy by returning it to the
Variable Life Service Center or to one of Our representatives on or before the
10th day after You receive the Policy . There may be a longer period in certain
jurisdictions; see the "Right to Examine Policy" provision in Your Policy. If
You decide to cancel, the Policy will be void from the Date of Issue.

If Your Policy provides for a full refund of Premium under its "Right to Examine
Policy provision, as required by state law, the Company will mail a refund to
You within seven days. We may delay a refund of any payment made by check until
the check has cleared Your bank. Where required by state law, however, Your
refund will be the GREATER of:

- Your entire payment; OR

- the Policy Value PLUS deductions under the Policy or by the
Sub-Account for taxes, charges or fees.

24
29

If Your Policy does not provide for a full refund, You will receive:

- the value in the Fixed Account; PLUS

- the Policy Value in the Variable Account; PLUS

- all fees, charges and taxes which have been imposed at the Policy
level.

After an increase in Face Amount, We will mail or deliver to you a right to
examine notice for the increase. You will have the right to cancel the increase
on or before 10 days after You receive the notice. There may be a longer period
in certain jurisdictions; see the "Right to Examine Policy" provision in Your
Policy.

Upon canceling the increase, You will receive a credit to Your Policy Value of
the charges deducted for the increase. We will waive any surrender charge
computed for the increase.

CONVERSION PRIVILEGE

Within 24 months of the Date of Issue or an increase in Face Amount, You can
convert Your Policy into a fixed Policy by transferring all Policy Value in the
Sub-Accounts to the Fixed Account. The conversion will take effect as of the end
of the Valuation Period in which We receive, at Our Variable Life Service
Center, notice of the conversion satisfactory to Us. There is no charge for this
conversion. We will allocate all future payments to the Fixed Account, unless
You instruct Us otherwise.

PAYMENTS

Payments must be made payable to the Company. Payments may be made by mail to
the Variable Life Service Center. All payments after the Policy is issued are
credited to the Variable Account or Fixed Account as of the date of receipt at
the Variable Life Service Center.

You may establish a schedule of planned payments. If You do, We will bill You at
regular intervals. Making planned payments will not guarantee that the Policy
will remain in force. The Policy will not necessarily lapse if You fail to make
planned payments. You may make unscheduled payments before the Final Payment
Date or skip planned payments. If the Guaranteed Death Benefit Rider is in
effect, there are certain minimum payment requirements.

The Policy does not limit payments as to frequency and number. However, no
payment may be less than $100 without Our consent. You may choose to have
monthly Premiums automatically collected from Your checking or savings account
pursuant to an electronic funds transfer agreement (EFT). Under this method,
each month We will deduct payments from Your account and apply them to Your
Policy. The minimum automatic payment allowed is $50. Payments must be
sufficient such that the Policy Value less any Outstanding Loan must be positive
at the end of each Policy month or the Policy may lapse. See POLICY TERMINATION
AND REINSTATEMENT.

We reserve the right to underwrite if a payment increases the Death Benefit by
more than the amount of the payment.

During the first 48 Policy months following the Date of Issue or an increase in
Face Amount, a guarantee may apply to prevent the Policy from lapsing. The
guarantee will apply during this period if You make payments that, when reduced
by any Outstanding Loan, partial withdrawals and partial

25
30

withdrawal charges, equal or exceed the required Minimum Monthly Payments. The
required Minimum Monthly Payments are based on the number of months:

- the Policy has been in force;

- an increase in Face Amount has been in force; or

- any Policy Change that causes a change in the Minimum Monthly
Payment has been in force.

EXCEPT AS STATED ABOVE, MAKING MONTHLY PAYMENTS EQUAL TO THE MINIMUM MONTHLY
PAYMENTS DOES NOT GUARANTEE THAT THE POLICY WILL REMAIN IN FORCE.

Under Death Benefit Option 1 and Death Benefit Option 2, total payments may not
exceed the current maximum payment limits under Federal tax law. These limits
will change with a change in Face Amount, underwriting reclassifications, the
addition or deletion of a rider, or a change between Death Benefit Option 1 and
Death Benefit Option 2. Where total payments would exceed the current maximum
payment limits, the excess first will be applied to repay any Outstanding Loan.
If there are remaining excess payments, any such excess payments will be
returned to You. However, We will accept a payment needed to prevent Policy
lapse during a Policy year. See POLICY TERMINATION AND REINSTATEMENT.

ELECTRONIC FUNDS TRANSFER (EFT)

You may choose to have monthly payments automatically collected from Your
checking or savings account pursuant to an electronic funds transfer agreement
plan (EFT). This plan may be terminated by You or Us after 30 days Written
Request , or at any time by Us if a payment has not been paid by Your bank. This
option is not available on the 29th, 30th or 31st day of each month. There is no
charge for this feature.

ALLOCATION OF NET PAYMENTS

The Net Payment equals the payment made less the Payment Expense Charge. In the
application for Your Policy, You decide the initial allocation of the Net
Payment among the Fixed Account and the Sub-Accounts. You may allocate payments
to one or more of the Sub-Accounts. The minimum amount that You may allocate to
a Sub-Account is 1.00% of the Net Payment. Allocation percentages must be in
whole numbers (for example, 33 1/3% may not be chosen) and must total 100%.

You may change the allocation of future Net Payments by Written Request or
telephone request. You have the privilege to make telephone requests, unless You
elected not to have the privilege on the application. The policy of the Company
and its representatives and affiliates is that they will not be responsible for
losses resulting from acting on telephone requests reasonably believed to be
genuine. The Company will employ reasonable methods to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others, requiring some form of personal identification prior to acting upon
instructions received by telephone. All telephone requests are tape-recorded.

An allocation change will take effect on the date of receipt of the notice at
the Variable Life Service Center. No charge is currently imposed for changing
payment allocation instructions. We reserve the right to impose a charge in the
future, but guarantee that the charge will not exceed $25.

26
31

The Policy Value in the Sub-Accounts will vary with investment experience. You
bear this investment risk. Investment performance may also affect the Death
Benefit. Please review Your allocations of payments and Policy Value as market
conditions and Your financial planning needs change.

TRANSFERS

TRANSFER PRIVILEGE

While the Insured is still living and the Policy is in force, You may transfer
amounts between the Fixed Account and the Sub-Accounts or among the
Sub-Accounts, on request. Currently, the first 12 transfers in a Policy year are
free. We reserve the right to limit the number of free transfers in a Policy
year to six. After that, We will deduct a $10 transfer charge from amounts
transferred in that Policy year. We reserve the right to increase the charge,
but the charge will never exceed $25. This charge reimburses Us for the
administrative costs of processing the transfer.

Each of the following transfers of Policy Value from the Sub-Accounts to the
Fixed Account is free and does not count as one of the 12 free transfers in a
Policy year:

- a conversion within the first 24 months from the Date of Issue or
increase in Face Amount;

- a transfer to the Fixed Account to secure a loan;

- a reallocation of Policy Value within 20 days of the Date of
Issue; or

- Dollar-Cost Averaging and Account Rebalancing.

The transfer privilege is subject to Our consent. We reserve the right to impose
limits on transfers including, but not limited to, the:

- minimum amount that may be transferred;

- minimum amount that may remain in a Sub-Account following a
transfer from that Sub-Account;

- minimum period between transfers involving the Fixed Account; or

- maximum amounts that may be transferred from the Fixed Account.

Transfers to and from the Fixed Account are currently permitted subject to the
following restrictions:

- the amount transferred from the Fixed Account in each transfer
does not exceed the lesser of $100,000 or 25% of the Policy Value.

- You make only one transfer involving the Fixed Account in each
Policy quarter.

These rules are subject to change by the Company.

We cannot guarantee that a Sub-Account or shares of a Portfolio will always be
available. If You request an amount in a Sub-Account or the Fixed Account be
transferred to a Sub-Account at a time when the Sub-Account or underlying
Portfolio is unavailable, We will not process Your transfer request.

27
32

This request will not be counted as a transfer for purposes of determining the
number of free transfers executed in a year. The Company reserves the right to
change its minimum transfer amount requirements.

Excessive trading (including short-term "market timing" trading) may adversely
affect the performance of the Sub-Accounts. If a pattern of excessive trading by
a Policyowner or the Policyowner's agent develops, We reserve the right not to
process the transfer request. If Your request is not processed, it will not be
counted as a transfer for purposes of determining the number of free transfers
executed.

DOLLAR COST AVERAGING

You may choose to automatically transfer specified amounts, of at least $100,
from any Sub-Account or the Fixed Account (either one a "disbursement account")
to any other Sub-Account(s) or the Fixed Account on a periodic basis. Transfers
are subject to Our administrative procedures and the restrictions in "Transfer
Privilege" stated above.

Dollar Cost Averaging (DCA) is a long-term investment method which provides for
regular, level investments over time. We make no representation or guarantee
that DCA will result in a profit or protect against loss. You should first
discuss this (as You would all other investment strategies) with Your registered
representative.
To initiate DCA, We must receive Your Written Request on Our form. Once elected,
transfers will be processed until one of the following occurs:

- the entire value of the disbursement account is completely
depleted;

- We receive Your written revocation of DCA; or

- We discontinue this service.

We reserve the right to change Our procedures or to discontinue DCA for any
reason upon 30 days written Request to You.

DCA transfers may be made on a monthly, quarterly, semi-annual or annual
schedule. You may request the day of the month on which the automatic transfers
will occur (the transfer date"). This option is not available on the 29th, 30th
or 31st day of each month. If You do not choose a transfer date, the transfer
date will be the 15th of the scheduled month. However, if the transfer date is
not a business day, the automatic transfer will be processed on the next
business day. Each automatic transfer is free, and will not reduce the remaining
number of transfers that are free in a Policy year.

ACCOUNT REBALANCING

Account Rebalancing (rebalancing) is an investment strategy in which Your Policy
Value, in the Sub-Accounts only, is reallocated back to its original portfolio
allocation. Rebalancing is performed regardless of changes in individual
portfolio values from the time of the last rebalancing. It is executed on a
monthly, quarterly, semi-annual or annual basis. We make no representation or
guarantee that rebalancing will result in a profit, protect You against loss or
ensure that You meet Your financial goals. To initiate rebalancing, We must
receive Your Written Request. Participation in rebalancing is voluntary and can
be modified or discontinued at any time by You, per Your Written Request.
Account Rebalancing is not available for the Fixed Account.

Once elected, We will continue to perform rebalancing until We are instructed
otherwise. We reserve the right to change Our procedures or discontinue offering
rebalancing for any reason upon 30 days

28
33

Written Request to You. This option is not available on the 29th, 30th or 31st
day of each month. There is no charge for this feature.

DEATH BENEFIT

GUIDELINE MINIMUM DEATH BENEFIT

In order to qualify as "life insurance" under the Federal tax laws, this Policy
must provide a Guideline Minimum Death Benefit. The Guideline Minimum Death
Benefit is determined as of the date of death of the Insured. If Death Benefit
Option 1 or Death Benefit Option 2 is in effect, the Guideline Minimum Death
Benefit is obtained by multiplying the Policy Value by a percentage factor for
the Insured's attained age, as shown in the Table in APPENDIX A. If Death
Benefit Option 3 is in effect, the Guideline Minimum Death Benefit is obtained
by multiplying the Policy Value by a percentage for the Insured's attained age,
sex, and Underwriting Class, as set forth in the Policy.

Guideline Minimum Death Benefit Table in APPENDIX A is used when Death Benefit
Option 1 or Death Benefit Option 2 is in effect. The Guideline Minimum Death
Benefit Table in APPENDIX A reflects the requirements of the "Guideline
Premium/Guideline Death Benefit" test set forth in the Federal tax laws.
Guideline Minimum Death Benefit factors are set forth in the Policy when Death
Benefit Option 3 is in effect. These factors reflect the requirements of the
"Cash Value Accumulation" test set forth in the Federal tax laws. The Guideline
Minimum Death Benefit factors will be adjusted to conform to any changes in the
tax laws. For more information, see "Election Of Death Benefit Options", below.

NET DEATH BENEFIT

If the Policy is in force on the Insured's death, We will, with Due Proof of
Death, pay the Net Death Benefit to the named Beneficiary. We will normally pay
the Net Death Benefit within seven days of receiving Due Proof of Death, but We
may delay payment of Net Death Benefits. See "Delay of Payments." The
Beneficiary may receive the Net Death Benefit in a lump sum or under a payment
option We offer at that time. See APPENDIX C - PAYMENT OPTIONS.

The Net Death Benefit depends on the current Face Amount and the Death Benefit
Option that is in effect on the date of death. Before the Final Payment Date,
the Net Death Benefit is:

- the Death Benefit provided under Death Benefit Option 1, Death
Benefit Option 2, or Death Benefit Option 3, whichever is in
effect on the date of death; PLUS

- any other insurance on the Insured's life that is provided by
rider; MINUS

- any Outstanding Loan, any partial withdrawals, partial withdrawal
charges, and due and unpaid Monthly Deductions through the Policy
month in which the Insured dies.

After the Final Payment Date, if the Guaranteed Death Benefit Rider is not in
effect, the Net Death Benefit is:

- the Policy Value; MINUS

- any Outstanding Loan.

29
34

In most states, We will compute the Net Death Benefit on:

- the date of death of the Insured under Death Benefit Option 2; OR

- the date of death for Death Benefit Options 1 and 3.

ELECTION OF DEATH BENEFIT OPTIONS

Federal tax law requires a Guideline Minimum Death Benefit in relation to Policy
Value for a Policy to qualify as life insurance. Under current Federal tax law,
either the Guideline Premium Test or the Cash Value Accumulation Test can be
used to determine if the Policy complies with the definition of "life insurance"
under the Code. At the time of application, You may elect either of the tests.
If You elect the Guideline Premium Test, You will have the choice of electing
Death Benefit Option 1 or Death Benefit Option 2. If You elect the Cash Value
Accumulation Test, Death Benefit Option 3 must apply.

GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST - There are two main
differences between the Guideline Premium Test and the Cash Value Accumulation
Test. First, the Guideline Premium Test limits the amount of Premium that may be
paid into a Policy, while no such limits apply under the Cash Value Accumulation
Test. Second, the factors that determine the Guideline Minimum Death Benefit
relative to the Policy Value are different. APPLICANTS FOR A POLICY SHOULD
CONSULT A QUALIFIED TAX ADVISER IN CHOOSING BETWEEN THE GUIDELINE PREMIUM TEST
AND THE CASH VALUE ACCUMULATION TEST AND IN CHOOSING A DEATH BENEFIT OPTION.

The Guideline Premium Test limits the amount of Premiums payable under a Policy
to a certain amount for an Insured of a particular age, sex, and Underwriting
Class. Under the Guideline Premium Test, You may choose between Death Benefit
Option 1 or Death Benefit Option 2, as described below. After issuance of the
Policy, You may change the selection from Death Benefit Option 1 to Death
Benefit Option 2, or vice versa.

The Cash Value Accumulation Test requires that the Death Benefit must be
sufficient so that the Cash Surrender Value does not at any time exceed the Net
Single Premium required to fund the future benefits under the Policy. Under the
Cash Value Accumulation Test, required increases in the Guideline Minimum Death
Benefit (due to growth in Policy Value) will generally be greater than under the
Guideline Premium Test. If You choose the Cash Value Accumulation Test, ONLY
Death Benefit Option 3 is available. You may NOT switch to or from Death Benefit
Option 3.

DEATH BENEFIT OPTION 1 - LEVEL GUIDELINE PREMIUM TEST

Under Option 1, the Death Benefit is equal to the greater of the Face Amount or
the Guideline Minimum Death Benefit, as set forth in "Table A" in APPENDIX A.
The Death Benefit will remain level unless the Guideline Minimum Death Benefit
is greater than the Face Amount, in which case the Death Benefit will vary as
the Policy Value varies.

Death Benefit Option 1 will offer the best opportunity for the Policy Value to
increase without increasing the Death Benefit as quickly as it might under the
other options. The Death Benefit will never go below the Face Amount.

30
35

DEATH BENEFIT OPTION 2 - ADJUSTABLE GUIDELINE PREMIUM TEST.

Under Option 2, the Death Benefit is equal to the greater of (1) the Face Amount
plus the Policy Value or (2) the Guideline Minimum Death Benefit, as set forth
in "Table A" in APPENDIX A. The Death Benefit will vary as the Policy Value
changes, but will never be less than the Face Amount.

Death Benefit Option 2 will offer the best opportunity to have an increasing
Death Benefit as early as possible. The Death Benefit will increase whenever
there is an increase in the Policy Value, and will decrease whenever there is a
decrease in the Policy Value. The Death Benefit will never go below the Face
Amount.

DEATH BENEFIT OPTION 3- LEVEL CASH VALUE ACCUMULATION TEST.

Under Option 3, the Death Benefit will equal the greater of (1) the Face Amount
or (2) the Policy Value multiplied by the applicable factor as set forth in the
Policy. The applicable factor depends upon the Underwriting Class, sex (unisex
if required by law), and then-attained age of the Insured. The factors decrease
slightly from year to year as the attained age of the Insured increases.

Death Benefit Option 3 will offer the best opportunity for an increasing Death
Benefit in later Policy years and/or to fund the Policy at the "seven-pay" limit
for the full seven years. When the Policy Value multiplied by the applicable
Death Benefit factor exceeds the Face Amount, the Death Benefit will increase
whenever there is an increase in the Policy Value, and will decrease whenever
there is a decrease in the Policy Value. However, the Death Benefit will never
go below the Face Amount.

ALL DEATH BENEFIT OPTIONS MAY NOT BE AVAILABLE IN ALL STATES.

EXAMPLES

For the purposes of the following examples, assume that the Insured is under the
Age of 40, and that there is no Outstanding Loan.

EXAMPLE USING DEATH BENEFIT OPTION 1 -Under Option 1, a Policy with a $100,000
Face Amount will have a Death Benefit of $100,000. However, because the Death
Benefit must be equal to or greater than 250% of Policy Value (from APPENDIX A),
if the Policy Value exceeds $40,000 the Death Benefit will exceed the $100,000
Face Amount. In this example, each dollar of Policy Value above $40,000 will
increase the Death Benefit by $2.50.

A Policy with a Policy Value of:

- $50,000 will have a Guideline Minimum Death Benefit of $125,000
(e.g., $50,000 X 2.50);

- $60,000 will produce a Guideline Minimum Death Benefit of $150,000
(e.g., $60,000 X 2.50);

- $75,000 will produce a Guideline Minimum Death Benefit of $187,500
(e.g., $75,000 X 2.50).

Similarly, if Policy Value exceeds $40,000, each dollar taken out of Policy
Value will reduce the Death Benefit by $2.50. If, for example, the Policy Value
is reduced from $60,000 to $50,000 because of partial withdrawals, charges or
negative investment performance, the Death Benefit will be reduced from $150,000
to $125,000. However, the Death Benefit will never be less than the Face Amount
of the Policy.

The Guideline Minimum Death Benefit Factor becomes lower as the Insured's Age
increases. If the Insured's Age in the above example were, for example, 50
(rather than between zero and 40), the

31
36

applicable percentage would be 185% (from APPENDIX A). The Death Benefit would
be greater than $100,000 Face Amount when the Policy Value exceeds $54,054
(rather than $40,000), and each dollar then added to or taken from Policy Value
would change the Death Benefit by $1.85.

EXAMPLE USING DEATH BENEFIT OPTION 2- Under Option 2, assume that the Insured is
under the Age of 40 and that there is no Outstanding Loan. The Face Amount of
the Policy is $100,000.

Under Death Benefit Option 2, a Policy with a Face Amount of $100,000 will
produce a Death Benefit of $100,000 plus Policy Value.

A Policy with Policy Value of :

- $10,000 will produce a Death Benefit of $110,000 (e.g., $100,000 +
$10,000);

- $25,000 will produce a Death Benefit of $125,000 (e.g., $100,000 +
$25,000);

- $50,000 will produce a Death Benefit of $150,000 (e.g., $100,000 +
$50,000).

However, the Guideline Minimum Death Benefit must be at least 250% of the Policy
Value. Therefore, if the Policy Value is greater than $66,667, 250% of the
Policy Value will be Guideline Minimum Death Benefit. The Guideline Minimum
Death Benefit will be greater than the Face Amount plus Policy Value. In this
example, each dollar of Policy Value above $66,667 will increase the Death
Benefit by $2.50.

If the Policy Value is:

- $70,000, the Guideline Minimum Death Benefit will be $175,000
(e.g., $70,000 X 2.50);

- $80,000, the Guideline Minimum Death Benefit will be $200,000
(e.g., $80,000 X 2.50);

- $90,000, the Guideline Minimum Death Benefit will be $225,000
(e.g., $90,000 X 2.50).

Similarly, if Policy Value exceeds $66,667, each dollar taken out of Policy
Value will reduce the Death Benefit by $2.50. If, for example, the Policy Value
is reduced from $80,000 to $70,000 because of partial withdrawals, charges or
negative investment performance, the Death Benefit will be reduced from $200,000
to $175,000. However, the Death Benefit will be the Face Amount PLUS Policy
Value when the Guideline Minimum Death Benefit is LESS THAN the Face Amount PLUS
the Policy Value.

The Guideline Minimum Death Benefit Factor becomes lower as the Insured's Age
increases. If the Insured's Age in the above example were 50, the Death Benefit
must be at least 185% of the Policy Value. The Death Benefit would be the sum of
the Policy Value plus $100,000 unless the Policy Value exceeded $117,647 (rather
than $66,667). Each dollar added to or subtracted from the Policy would change
the Death Benefit by $1.85.

EXAMPLE USING DEATH BENEFIT OPTION 3 - In this example assume that the Insured
is a male, Age 35, preferred non-tobacco and that there is no Outstanding Loan.
The Guideline Minimum Death Benefit Factor, for this example, would be 437%.

Under Death Benefit Option 3, a Policy with a Face Amount of $100,000 will have
a Death Benefit of $100,000. However, because the Death Benefit must be equal to
or greater than 437% of Policy Value (in Policy year 1), if the Policy Value
exceeds $22,883 the Death Benefit will exceed the $100,000 Face Amount. In this
example, each dollar of Policy Value above $22,883 will increase the Death
Benefit by $4.37.

A Policy with a Policy Value of:

- $50,000 will produce a Death Benefit of $218,500 ($50,000 x 4.37);

- $60,000 will produce a Death Benefit of $262,200 ($60,000 x 4.37);

32
37

- $75,000 will produce a Death Benefit of $327,750 ($75,000 x 4.37).

Similarly, if Policy Value exceeds $22,883, each dollar taken out of Policy
Value will reduce the Death Benefit by $4.37. If, for example, the Policy Value
is reduced from $60,000 to $50,000 because of partial withdrawals, charges, or
negative investment performance, the Death Benefit will be reduced from $262,200
to $218,500. If, however, the product of the Policy Value times the applicable
percentage is less than the Face Amount, the Death Benefit will equal the Face
Amount.

The applicable percentage becomes lower as the Insured's Age increases. If the
Insured's Age in the above example were, for example, 50 (rather than 35), the
applicable percentage would be 270% (in Policy year 1). The Death Benefit would
not exceed the $100,000 Face Amount unless the Policy Value exceeded $37,037
(rather than $22,883), and each dollar then added to or taken from Policy Value
would change the Death Benefit by $2.70.

CHANGING BETWEEN DEATH BENEFIT OPTION 1 AND DEATH BENEFIT 2

You may change between Death Benefit Option 1 and Death Benefit Option 2 once
each Policy year by Written Request. (By law, You may NOT change from Death
Benefit Option 3 to Death Benefit Option 1 or to Death Benefit Option 2, or vice
versa). Changing options may require Evidence of Insurability. The change takes
effect as of the Monthly Processing Date on or following the date of
underwriting approval. We will impose no charge for changes in Death Benefit
options.

CHANGE FROM DEATH BENEFIT OPTION 1 TO DEATH BENEFIT OPTION 2.

If You change from Death Benefit Option 1 to Death Benefit Option 2, We will
decrease the Face Amount to equal:

- the Death Benefit; MINUS

- the Policy Value as of the date of the change.

The change may not be made if the Face Amount would fall below $50,000. After
the change from Death Benefit Option 1 to Death Benefit Option 2, future cost of
insurance charges may be higher or lower than if no change in option had been
made. However, the Net Amount at Risk will always equal the Face Amount, unless
the Guideline Minimum Death Benefit applies.

CHANGE FROM DEATH BENEFIT OPTION 2 TO DEATH BENEFIT OPTION 1.

If You change from Death Benefit Option 2 to Death Benefit Option 1, We will
increase the Face Amount by the Policy Value as of the date of the change. The
Death Benefit will be the GREATER of:

- the new Face Amount; or

- the Guideline Minimum Death Benefit under Death Benefit Option 1.

After the change from Death Benefit Option 2 to Death Benefit Option 1, an
increase in Policy Value will reduce the Net Amount at Risk and the cost of
insurance charge. A decrease in Policy Value will increase the Net Amount at
Risk and the cost of insurance charge.

33
38

A change in Death Benefit option may result in total payments exceeding the then
current maximum payment limitation under Federal tax law. Where total payments
would exceed the current maximum payment limits, the excess first will be
applied to repay any Outstanding Loan. If there are remaining excess payments,
any such excess payments will be returned to You. However, We will accept a
payment needed to prevent Policy lapse during a Policy year.

A change from Death Benefit Option 2 to Death Benefit Option 1 within five
Policy years of the Final Payment Date will terminate a Guaranteed Death Benefit
Rider.

GUARANTEED DEATH BENEFIT RIDER
(NOT AVAILABLE IN ALL STATES)

An optional Guaranteed Death Benefit Rider is available only at issue of the
Policy. If this Rider is in effect, the Company:

- - guarantees that Your Policy will not lapse regardless of the investment
performance of the Variable Account; and

- - provides a guaranteed Net Death Benefit.

In order to maintain the Guaranteed Death Benefit Rider, the minimum premium
payment tests shown below must be met on each Policy Anniversary and within 48
months following the Date of Issue and/or the date of any increase in Face
Amount, as described below. In addition, a one-time administrative charge of $25
will be deducted from Policy Value when the rider is elected. Certain
transactions, including taking any preferred loans, taking partial withdrawals,
underwriting reclassifications, changing the Face Amount, and changing the Death
Benefit option, can result in the termination of the rider. If this rider is
terminated, it cannot be reinstated.

GUARANTEED DEATH BENEFIT TESTS. While the Guaranteed Death Benefit Rider is in
effect, the Policy will not lapse if the following two tests are met:

1. within 48 months following the Date of Issue of the Policy or of any
increase in the Face Amount, the sum of the Premiums paid, less any debt,
partial withdrawals and withdrawal charges, must be greater than the
Minimum Monthly Payment multiplied by the number of months which have
elapsed since the relevant Date of Issue; and

2. on each Policy Anniversary, (a) must exceed (b), where, since the Date of
Issue:

(a) is the sum of Your payments, less any withdrawals, partial
withdrawal charges and debt which is classified as a preferred
loan; and

(b) is the sum of the minimum Guaranteed Death Benefit Premiums, as
shown on the specifications page of the Policy.

GUARANTEED DEATH BENEFIT

If the Guaranteed Death Benefit Rider is in effect on the Final Payment Date, a
guaranteed Death Benefit will be provided as long as the rider is in force. The
Death Benefit will be the greater of:

- the Face Amount as of the Final Payment Date; or

34
39

- the Policy Value as of the date Due Proof of Death is received by
the Company.

TERMINATION OF THE GUARANTEED DEATH BENEFIT RIDER

The Guaranteed Death Benefit Rider will end and may not be reinstated on the
first to occur of the following:

- foreclosure of any Outstanding Loan; or

- the date on which the sum of Your payments less withdrawals and
preferred loans does not meet or exceed the applicable Guaranteed
Death Benefit test (above); or

- any Policy Change that results in a negative guideline level
premium; or

- the effective date of a change from Death Benefit Option 2 to
Death Benefit Option 1, if such changes occur within 5 Policy
years of the Final Payment Date; or

- a request for a partial withdrawal or preferred loan is made after
the Final Payment Date.

It is possible that the Policy Value will not be sufficient to keep the Policy
in force on the first Monthly Processing Date following the date the rider
terminates.

CHANGE IN FACE AMOUNT

You may increase or decrease the Face Amount by Written Request. An increase or
decrease in the Face Amount takes effect as of the LATER of :

- the Monthly Processing Date on or next following the date of
receipt of Your Written Request; OR

- the date of approval of Your Written Request, if Evidence of
Insurability is required.

INCREASES

You must submit with Your Written Request for an increase satisfactory Evidence
of Insurability. The consent of the Insured is also required whenever the Face
Amount is increased. An increase in Face Amount may not be less than $10,000.
You may not increase the Face Amount after the Insured reaches Age 85. A Written
Request for an increase must include a payment if the Policy Value less debt is
less than the sum of three Minimum Monthly Payments.

We will also compute a new surrender charge and a monthly expense charge based
on the amount of the increase. An increase in the Face Amount will increase the
Net Amount at Risk and, therefore, the cost of insurance charges.

After increasing the Face Amount, You will have the right, during a right to
examine period, to have the increase canceled. See "Right to Examine" under THE
POLICY. If You exercise this right, We will credit to Your Policy the charges
deducted for the increase.

35
40

DECREASES

You may decrease the Face Amount by Written Request. The minimum amount for a
decrease in Face Amount is $10,000. The minimum Face Amount required after a
decrease is $50,000. If You have chosen the Guideline Premium Test and the
Policy would not comply with the maximum payment limitations under Federal tax
law; and if You have previously made payments in excess of the amount allowed
for the lower Face Amount, then the excess payments will first be used to repay
any Outstanding Loan. If there are any remaining excess payments, We will pay
any such excess to You. A return of Policy Value may result in tax liability to
You.

A decrease in the Face Amount will lower the Net Amount at Risk and, therefore,
the cost of insurance charges. In computing the cost of insurance charge, a
decrease in the Face Amount will reduce the Face Amount in the following order:

- the Face Amount provided by the most recent increase;

- the next most recent increases successively; and

- the initial Face Amount.

On a decrease in the Face Amount, We will deduct from the Policy Value, if
applicable, any surrender charge. You may allocate the deduction to one
Sub-Account. If You make no allocation, We will make a Pro-rata Allocation. We
will reduce the surrender charge by the amount of any surrender charge deducted.

POLICY VALUE

The Policy Value is the total value of Your Policy. It is the SUM of:

- Your accumulation in the Fixed Account; PLUS

- the value of Your Units in the Sub-Accounts.

There is no guaranteed minimum Policy Value. Policy Value on any date depends on
variables that cannot be predetermined.

Your Policy Value is affected by the:

- frequency and amount of Your Net Payments;

- interest credited in the Fixed Account;

- investment performance of Your Sub-Accounts;

- partial withdrawals;

- any Outstanding Loan, loan repayments and loan interest paid or
credited;

- charges and deductions under the Policy; and

36
41

- the Death Benefit option.

COMPUTING POLICY VALUE - We compute the Policy Value on the Date of Issue and on
each Valuation Day. As of the Date of Issue, the Policy Value is:

- the amount of the Premium allocated to the Fixed Account; plus

- the amount of the Premium allocated to the money market
Sub-Account (if Your Policy provides for a full refund of Premium)
or to the Variable Account.; minus

- the Monthly Deduction due; minus

- any other applicable charges.

On each Valuation Day after the Date of Issue, the Policy Value is the sum of:

- the value in the Fixed Account; plus

- the value in the Variable Account.

SUB-ACCOUNTS

The Variable Account consists of Sub-Accounts. Your Policy Value will vary if
all or part of it is invested in the Sub-Accounts Each Sub-Account invests
exclusively in shares of a corresponding Fund. Shares of a Fund are purchased
and redeemed for a Sub-Account at their net asset value. Any amounts of income,
dividends and gains distributed from the shares of a Fund are reinvested in
additional shares of that Fund at net asset value.

The dollar amounts of values and benefits of this Policy provided by the
Variable Account depend on the investment performance of the Sub-Accounts
selected by the Policyowner. We do not guarantee the investment performance of
the Sub-Accounts. Policyowners bear the full investment risk for Sub-Account
Values.

We reserve the right, when the law allows, to change the name of the Variable
Account or any Sub-Account. You will find a list in Your application of the
Sub-Accounts in which You first chose to invest.

SUB-ACCOUNT VALUE

The Sub-Account Value as of the Date of Issue is equal to the amount of the
initial Net Payment allocated to that Sub-Account. On subsequent Valuation Days
the Sub-Account Value for any particular Sub-Account is:

- - Net Payments allocated to that Sub-Account; plus

- - Policy Value transferred to that Sub-Account from another Sub-Account or
the Fixed Account; minus

- - partial withdrawals from that Sub-Account, including any applicable
partial withdrawal charges; minus

- - transfers from that Sub-Account, including any applicable transfer
charges; minus

37
42

- - any transaction charges allocated to that Sub-Account for changes in the
Face Amount; minus

- - if the Valuation Day is the Monthly Processing Date, the portion of the
Monthly Deduction allocated to that Sub-Account;

- - adjusted by any interest income, dividends, and net capital gains or
losses, realized or unrealized.

UNITS

For each Sub-Account, Net Payments allocated to a Sub-Account or amounts of
Policy Value transferred to a Sub-Account are converted into Units. The number
of Units credited to a policy is determined by dividing the dollar amount
directed to each Sub-Account by the value of the Unit for that Sub-Account for
the Valuation Day on which the Net Payments or transferred amount is invested in
the Sub-Account. Therefore, Net Payments allocated to or amounts transferred to
a Sub-Account under a Policy increase the number of Units of that Sub-Account
credited to the Policy.

Certain events will reduce the number of Units of a Sub-Account credited to a
Policy. Withdrawals or transfers of Sub-Account Value from a Sub-Account will
result in the cancellation of the appropriate number of Units of that
Sub-Account as will: surrender of the Policy; payment of the Death Benefit
proceeds; and the deduction of the Monthly Deduction. Units are cancelled as of
the end of the Valuation Period in which we receive notification in writing
regarding the event.

UNIT VALUE

The Unit values for each Sub-Account were arbitrarily set initially at [$10}
when that Sub-Account began operations. Thereafter, the Unit value at the end of
every Valuation Day is the Unit value at the end of the previous Valuation Day
times the net investment factor as described below. The Sub-Account Value is
determined as of any Valuation Day by multiplying the number of Units
attributable to the Policy in that Sub-Account by the value of the Unit for that
Sub-Account on that day.

NET INVESTMENT FACTOR

The Net Investment Factor is an index applied to measure the investment
performance of Units of a Sub-Account from one Valuation Period to the next. The
Net Investment Factor for any Sub-Account for any Valuation Period is determined
by dividing 1 by 2 where:

1. is the result of:

a. the net asset value per share of the Fund held in the
Sub-Account, determined at the end of the current Valuation
Period; plus

b. the per share amount of any dividend or capital gain
distributions made by the Fund held in the Sub-Account, if
the "ex-dividend" date occurs during the current Valuation
Period; plus or minus

c. a per share charge or credit for any taxes reserved for,
which is determined by us to have resulted from the
operations of the Sub-Account.

2. is the net asset value per share of the Fund held in the
Sub-Account, determined at the end of the last prior Valuation
Period.

38
43

PAYMENT OPTIONS

The Net Death Benefit payable may be paid in a single sum or under one or more
of the payment options then offered by the Company. See APPENDIX C - PAYMENT
OPTIONS. These payment options also are available at the Final Payment Date or
if the Policy is surrendered. If no election is made, We will pay the Net Death
Benefit in a lump sum.

OPTIONAL INSURANCE BENEFITS

You may add optional insurance benefits to the Policy by rider, as described in
APPENDIX B - OPTIONAL INSURANCE BENEFITS. The cost of certain optional insurance
benefits becomes part of the Monthly Deduction.

SURRENDER

You may surrender the Policy and receive its Cash Surrender Value as long as the
Policy is in force and the Insured is living on the date We receive Your Written
Request in our Variable Life Service Center.

We will compute the Cash Surrender Value as of the Valuation Day on which We
receive the Policy with a Written Request for surrender. We will deduct a
surrender charge if You surrender the Policy on or before the last day of the
9th Policy year from the Date of Issue or increase in Face Amount. See -
"Surrender Charge" under CHARGES AND DEDUCTIONS.

The Cash Surrender Value may be paid in a lump sum or under a payment option
then offered by Us. See APPENDIX C - PAYMENT OPTIONS. We will normally pay the
Cash Surrender Value within seven days following Our receipt of the Written
Request. We may delay benefit payments under the circumstances described in -
"Delay of Payments" in this section.

For important tax consequences of surrender, see FEDERAL TAX STATUS.

PARTIAL WITHDRAWAL

After the first Policy year, You may withdraw part of the Cash Surrender Value
of Your Policy upon Written Request. Your Written Request must state the dollar
amount You wish to receive. You may allocate the amount withdrawn among the
Sub-Accounts and the Fixed Account. If You do not provide allocation
instructions, We will make a Pro-rata Allocation. Each partial withdrawal must
be at least $200. We will not allow a partial withdrawal if it would reduce the
Face Amount under Death Benefit Options 1 or 3 below $40,000. The maximum amount
of a partial withdrawal is the Cash Surrender Value less the greater of $500 or
three Monthly Deductions.

A partial withdrawal is considered a preferred partial withdrawal when the
withdrawal amount and the sum of the prior withdrawal amounts in the same Policy
year do not exceed 10% of the Policy Value as of the beginning of the Policy
year.

A partial withdrawal, unless it is a preferred partial withdrawal, will reduce
the Face Amount under both Death Benefit Options 1 and 3. The Face Amount
reductions will be made in the following order: (1) against the most recent
increase in Face Amount, (2) against the next most recent increases in Face
Amount in succession, and (3) against the Face Amount under the original
application.

39
44

On a partial withdrawal , We will cancel the number of Units of designated
Sub-Accounts equal in value to the amount withdrawn. The amount withdrawn will
be the amount You requested plus the partial withdrawal charges. See "Partial
Withdrawal Charges" under CHARGES AND DEDUCTIONS. We will normally pay the
partial withdrawal within seven days following Our receipt of Written Request.
We may delay payment as described "Delay of Payments" below.

For important tax consequences of partial withdrawals, see FEDERAL TAX STATUS.

DELAY OF PAYMENTS

Amounts payable from the Variable Account for surrender, partial withdrawals,
Net Death Benefit, Policy loans and transfers may be postponed whenever:

- the New York Stock Exchange is closed other than customary weekend
and holiday closings;

- the SEC restricts trading on the New York Stock Exchange; or

- the SEC determines an emergency exists, so that disposal of
securities is not reasonably practicable or it is not reasonably
practicable to compute the value of the Variable Account's net
assets.

We may delay paying any amounts derived from payments You made by check until
the check has cleared Your bank.

We reserve the right to defer amounts payable from the Fixed Account. This delay
may not exceed six months from the day We receive Your Written Request and, if
it is required, Your Policy. This interest will accrue from the date the
proceeds become payable to the date of payment, but not for more than six
months, at an annual rate of 3%, or the rate and time required by law, if
greater.

CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PAYMENTS

From each payment, We will deduct a Payment Expense Charge of 6.00%, which is
composed of the following:

- Premium tax charge of 2.00% currently

- Deferred Acquisition Costs (DAC tax) charge of 1.00%

- Front-end sales load charge of 3.00%

The 2.00% premium tax charge approximates Our average expenses for state and
local premium taxes. Premium taxes vary, ranging from 0.0% to more than 4.00%.
The premium tax deduction is made whether or not any premium tax applies. The
deduction may be higher or lower than the premium tax imposed. However, We do
not expect to make a profit from this deduction. The 1.00%

40
45

DAC tax deduction helps reimburse Us for approximate expenses incurred from
federal taxes for deferred acquisition costs (DAC taxes) of the Policies. We
deduct the 3.00% front-end sales load charge from each payment to partially
compensate Us for Policy sales expenses.

We reserve the right to increase or decrease the premium tax deduction or DAC
tax deduction to reflect changes in Our expenses for premium taxes or DAC taxes.
The 3.00% front-end sales load charge will not change, even if sales expenses
change.

MONTHLY DEDUCTION

Before the Final Payment Date on each Monthly Processing Date, We will take a
Monthly Deduction from Your Policy Value. You may allocate the Monthly Deduction
among any number of Sub-Accounts and/or the Fixed Account. If You make no
allocation, or if the Sub-Accounts and/or the Fixed AccountYou choose do not
have sufficient Policy Value to cover the Monthly Deduction, We will make a
Pro-rata Allocation of the deduction among the remaining Sub-Accounts.

The following charges comprise the Monthly Deduction:

MONTHLY EXPENSE CHARGE

The Monthly Expense Charge will be charged on the Monthly Processing Date for
the first ten years after issue and a new monthly expense charge will also be
applied for the first ten years after an increase in Face Amount. This charge
reimburses the Company for underwriting and acquisition costs. The charge is
equal to a rate that varies with the age, sex, and Underwriting Class of the
Insured for each $1,000 of the Policy's Face Amount. See APPENDIX G.

MONTHLY ADMINISTRATION FEE

A deduction of $7.50 will be taken from the Policy Value on each Monthly
Processing Date up to the Final Payment Date to reimburse the Company for
expenses related to issuance and maintenance of the Policy. We do not expect to
profit from this charge.

MONTHLY MORTALITY AND EXPENSE RISK CHARGE

This charge is currently equal to an annual rate of 0.35% of the Policy Value in
each Sub-Account for the first 10 Policy years and an annual rate of 0.10% for
Policy year 11 and later. The charge is based on the Policy Value in the
Sub-Accounts as of the prior Monthly Processing Date. The Company may increase
this charge, subject to state and federal law, to an annual rate of 0.60% of the
Policy Value in each Sub-Account for the first 10 Policy years and an annual
rate of 0.30% for Policy year 11 and later. The charge is continued after the
Final Payment Date.

This charge compensates Us for assuming mortality and expense risks for variable
interests in the Policies. The mortality risk We assume is that Insureds may
live for a shorter time than anticipated. If this happens, We will pay more Net
Death Benefits than anticipated. The expense risk We assume is that the expenses
incurred in issuing and administering the Policies will exceed those compensated
by the administrative charges in the Policies. If the charge for mortality and
expense risks is not sufficient to cover mortality experience and expenses, We
will absorb the losses. If the charge turns out to be higher than mortality and
expense risk expenses, the difference will be a profit to Us. If the charge
provides Us with a profit, the profit will be available for Our use to pay
distribution, sales and other expenses.

41
46

MONTHLY RIDER CHARGES - Rider Charges will vary depending upon the riders
selected, and by the sex, age, and underwriting classification of the rider
insured.

COST OF INSURANCE CHARGES

Before the Final Payment Date, We will deduct a cost of insurance charge from
Your Policy Value. This charge is the cost for insurance protection under the
Policy. The amount of the charge is equal to a current cost of insurance rate
multiplied by the Net Amount at Risk.

The Policy's cost of insurance rates will not exceed certain guaranteed rates
shown in the Policy's specifications. The guaranteed rates are no greater than
certain 1980 Commissioners Standard Ordinary Mortality Tables. These rates are
based on the Age and Underwriting Class of the Insured. They are also based on
the sex of the Insured, except that unisex rates are used where appropriate
under applicable law, and in Policies purchased by employers and employee
organizations in connection with employment related insurance or benefit
programs. The cost of insurance rate generally increases with the Age of the
Insured.

We currently place Insureds into preferred Underwriting Classes, standard
Underwriting Classes and non-standard Underwriting Classes. The Underwriting
Classes, other than preferred, are also divided into two categories: tobacco and
non-tobacco. We will place an Insured under Age 18, at the Date of Issue, in a
standard or non-standard Underwriting Class. The Insured will be placed in the
tobacco category at Age 18 unless We receive satisfactory evidence that the
Insured is eligible to receive the non-tobacco category. Prior to the Insured's
Age 18, We will give You notice of how the Insured may be classified as
non-tobacco.

We compute the cost of insurance rate separately for the initial Face Amount and
for any increase in Face Amount. However, if the Insured's Underwriting Class
improves on an increase, the Underwriting Class improvement will apply to the
total Face Amount.
We deduct the cost of insurance charge on each Monthly Processing Date starting
with the Date of Issue. We will deduct no cost of insurance charges on or after
the Final Payment Date.

INITIAL FACE AMOUNT. For the initial Face Amount under Death Benefit Option 1
and Death Benefit Option 3, the cost of insurance charge is the product of:

- the cost of insurance rate; TIMES

- the DIFFERENCE between:

- the initial Face Amount; AND

- the Policy Value at the beginning of the Policy
month.

For the initial Face Amount under Death Benefit Option 2, the cost of insurance
charge is the PRODUCT of:

- the cost of insurance rate; TIMES

- the initial Face Amount.

INCREASES IN FACE AMOUNT. For each increase in Face Amount under Death Benefit
Option 1 or Death Benefit Option 3, the cost of insurance charge is the PRODUCT
of:

- the cost of insurance rate for the increase; TIMES

42
47

- the DIFFERENCE between:

- the increase in Face Amount; AND

- any Policy Value IN EXCESS OF the initial Face
Amount at the beginning of the Policy month and not
allocated to a prior increase.

For each increase in Face Amount under Death Benefit Option 2, the cost of
insurance charge is the PRODUCT of:

- the cost of insurance rate for the increase; TIMES

- the increase in Face Amount.

If the Guideline Minimum Death Benefit is in effect, We will compute a cost of
insurance charge for that part of the Death Benefit subject to the Guideline
Minimum Death Benefit that exceeds the current Death Benefit not subject to the
Guideline Minimum Death Benefit.

We will adjust the cost of insurance charge for any decreases in Face Amount.
See "Change in Face Amount: Decreases" under THE POLICY.

FUND EXPENSES

Each Portfolio is responsible for all of its operating expenses. In addition,
fees for investment advisory services and operating expenses are deducted and
paid daily at an annual rate from each Portfolio as a percentage of the daily
net assets of the Portfolios. The Prospectus for each Fund provides more
information concerning the investment advisory fee, other charges assessed
against the Portfolio(s) each Fund offers, and the investment advisory services
provided to such Portfolio(s).

No charges are currently made against the Sub-Accounts for federal or state
income taxes. Should income taxes be imposed, We may make deductions from the
Sub-Accounts to pay the taxes. See FEDERAL TAX STATUS.

SURRENDER CHARGE

The Company will assess a surrender charge on a surrender, a decrease in Face
Amount, or any partial withdrawal exceeding the preferred partial withdrawal,
for up to 10 years from Date of Issue of the Policy or from the date of increase
in Face Amount. The maximum surrender charge is equal to a specified amount that
is based on the Age, sex, and Underwriting Class of the Insured, for each $1,000
of the Policy's Face Amount. The amount of the surrender charge decreases by
one-ninth (11.11%) annually to zero by the beginning of the 10th Policy year.
The surrender charge is designed to partially reimburse Us for the
administrative costs of product research and development, underwriting, Policy
administration, and for distribution expenses, including commissions to Our
representatives, advertising, and the printing of prospectuses and sales
literature.

We compute the surrender charge as of the Date of Issue and as of the date of
any increase in Face Amount. The surrender charge applies up to the beginning of
the 10th Policy year from Date of Issue or increase in Face Amount.

If more than one surrender charge is in effect because of one or more increases
in Face Amount, We will apply the surrender charges in inverse order. We will
apply surrender and partial withdrawal charges (described below) in this order:

43
48

- first, the most recent increase;

- second, the next most recent increases, and so on;

- third, the initial Face Amount.

A surrender charge may be deducted on a decrease in the Face Amount or a partial
withdrawal (excluding a preferred partial withdrawal). The surrender charge
deducted is a fraction of the charge that would apply to a full surrender. The
amount of the charge is the PRODUCT of:

- the decrease in Face Amount DIVIDED by the current Face Amount;
TIMES

- the surrender charge.

Where a decrease causes a partial reduction in an increase or in the initial
Face Amount, We will deduct a proportionate share of the surrender charge for
that increase or for the initial Face Amount.

See APPENDIX E - CALCULATION OF MAXIMUM SURRENDER CHARGES for examples of how We
compute the maximum surrender charge.

PARTIAL WITHDRAWAL CHARGES

A transaction fee not to exceed $25 will be assessed against all partial
withdrawals. Those partial withdrawals that are NOT classified as preferred
partial withdrawals (see "Partial Withdrawals" under THE POLICY) will incur a
surrender charge due to the reduction in Face Amount. This charge is equal to a
specified amount that is based on the Age, sex and Underwriting Class of the
Insured, for each $1,000 of the Policy's Face Amount that reduces. For more
information see - "Surrender Charge" under THE POLICY. A surrender charge will
not be applied to preferred partial withdrawals.

For important tax consequences of partial withdrawals, see FEDERAL TAXSTATUS.

TRANSFER CHARGES

Currently, the first 12 transfers in a Policy year are free. We reserve the
right to limit the number of free transfers in a Policy year to six. After that,
We will deduct a $10 transfer charge from amounts transferred in that Policy
year. We reserve the right to increase the charge, but it will never exceed $25.
This charge reimburses Us for the administrative costs of processing the
transfer.

Each of the following transfers of Policy Value from the Sub-Accounts to the
Fixed Account is free and does not count as one of the 12 free transfers in a
Policy year:

- a conversion within the first 24 months from the Date of Issue or
increase in Face Amount;

- a transfer to the Fixed Account to secure a loan;

- a reallocation of Policy Value within 20 days of the Date of
Issue;

- Dollar-Cost Averaging and Account Rebalancing.

44
49

OTHER ADMINISTRATIVE CHARGES

We reserve the right to charge for other administrative costs We incur. While
there are no current charges We may impose a charge, not to exceed $25, for:

- changing Net Payment allocation instructions;

- changing the allocation of cost of insurance charges among the
various Sub-Accounts and the Fixed Account;

- providing a projection of values;

- reissuance of a lost Policy (printing a duplicate Policy).

POLICY LOANS

You may borrow money secured by Your Policy Value at any time. The total amount
You may borrow, including any Outstanding Loan, is the Loan Value. The Loan
Value is 90% of:

- the Policy Value; MINUS

- any surrender charges.

We will usually issue the loan within seven days after We receive the Written
Request. We may delay the issuance of the payment of loans as stated in "Delay
of Payments" under THE POLICY.

We will allocate the loan among the Sub-Accounts and the Fixed Account according
to Your instructions. If You do not make an allocation, We will make a Pro-rata
Allocation. We will transfer Policy Value in each Sub-Account equal to the
Policy loan to the Fixed Account. We will not count this transfer as a transfer
subject to the transfer charge.

Policy Value equal to any Outstanding Loan will earn monthly interest in the
Fixed Account at an annual rate of 4.0%. NO OTHER INTEREST WILL BE CREDITED. The
loan interest rate charged by the Company accrues daily. The current annual
interest rate charged by the Company is 4.80%. The current annual rate of
interest charged on loans may change, but is guaranteed not to exceed 6.00%.

PREFERRED LOAN OPTION

The preferred loan option is automatically available to You, unless You request
otherwise. It may be revoked by You at any time. A request for a preferred loan
after the Final Payment Date will terminate the optional Guaranteed Death
Benefit Rider. Any part of the Outstanding Loan that represents Earnings under
the Policy may be treated as a preferred loan. There is some uncertainty as to
the tax treatment of preferred loans. Consult a qualified tax adviser (and see
FEDERAL TAX STATUS).

Policy Value equal to the Outstanding Loan will earn monthly interest in the
Fixed Account at an annual rate of at least 4.0%. NO OTHER INTEREST WILL BE
CREDITED. The loan interest rate charged by the Company accrues daily. The
current annual loan interest rate charged by the Company for preferred loans is
4.00%. The current annual rate of interest charged on preferred loans may
change, but is guaranteed not to exceed 4.50%.

45
50

REPAYMENT OF OUTSTANDING LOAN

You may repay any loans before the Policy lapses. We will allocate that part of
the Policy Value in the Fixed Account that secured a repaid loan to the
Sub-Accounts and Fixed Account according to Your instructions. If You do not
make a repayment allocation, We will allocate Policy Value according to Your
most recent payment allocation instructions. However, loan repayments allocated
to the Variable Account cannot exceed Policy Value previously transferred from
the Variable Account to secure the Outstanding Loan.

If the Outstanding Loan exceeds Policy Value less the amount needed to pay the
next Monthly Deduction, the Policy will terminate. We will mail a notice of
termination to the last known address of You and any assignee. If You do not
make sufficient payment within 62 days after this notice is mailed, the Policy
will terminate with no value. See POLICY TERMINATION AND REINSTATEMENT. The
foreclosure of any Outstanding Loan will terminate the optional Guaranteed Death
Benefit Rider.

EFFECT OF POLICY LOANS

Policy loans will permanently affect the Policy Value and Cash Surrender Value,
and may permanently affect the Death Benefit. The effect could be favorable or
unfavorable, depending on whether the investment performance of the Sub-Accounts
is less than or greater than the interest credited to the Policy Value in the
Fixed Account that secures the loan.

We will deduct any Outstanding Loan from the proceeds payable when the Insured
dies or from a surrender.

POLICY TERMINATION AND REINSTATEMENT

TERMINATION

Unless the Guaranteed Death Benefit Rider is in effect, the Policy will
terminate if:

- - Policy Value less any Outstanding Loan is insufficient to cover the next
Monthly Deduction plus loan interest accrued; OR

- - any Outstanding Loan exceeds the Policy Value.

If one of these situations occurs, the Policy will be in default. You will then
have a grace period of 62 days, measured from the date of default, to pay a
Premium sufficient to prevent termination. On the date of default, We will send
a notice to You and to any assignee of record. The notice will state the Premium
due and the date by which it must be paid.

Failure to pay a sufficient Premium within the grace period will result in
Policy termination. If the Insured dies during the grace period, We will deduct
from the Net Death Benefit any Monthly Deduction due and unpaid through the
Policy month in which the Insured dies and any other overdue charge.

Beginning on the date this Policy is issued or the Date of Issue of any increase
in the Face Amount, whichever is later, and continuing for the next 47 Monthly
Processing Dates, the grace period will begin when both of the following
conditions occur:

46
51

- the Policy Value less Outstanding Loan is less than the amount
needed to pay the next Monthly Deduction plus loan interest
accrued; and

- the sum of the payments made minus any Outstanding Loan, partial
withdrawals and partial withdrawal charges since the latest of the
following three dates:

- the date this Policy is issued;

- the Date of Issue of any increase in the Face
Amount; or

- the date of any Policy Change which changes the
Minimum Monthly Payment is less than the accumulated
Minimum Monthly Payments to date.

During the first 48 Policy months following the Date of Issue or an increase in
the Face Amount, a guarantee may apply to prevent the Policy from terminating
because of insufficient Policy Value. This guarantee applies if, during this
period, You pay Premiums that, when reduced by partial withdrawals and partial
withdrawal charges, equal or exceed specified Minimum Monthly Payments. The
specified Minimum Monthly Payments are based on the number of months the Policy,
increase in Face Amount or Policy Change that causes a change in the Minimum
Monthly Payment has been in force. A Policy Change that causes a change in the
Minimum Monthly Payment is a change in the Face Amount, underwriting
reclassifications, or the addition or deletion of a rider. Except for the first
48 months after the Date of Issue or the effective date of an increase, payments
equal to the Minimum Monthly Payment do not guarantee that the Policy will
remain in force.

If the optional Guaranteed Death Benefit Rider is in effect, the Policy will not
lapse regardless of the investment performance of the Variable Account. See
"Guaranteed Death Benefit Rider" under THE POLICY.

REINSTATEMENT

A terminated Policy may be reinstated within three years of the date of default
and before the Final Payment Date. The reinstatement takes effect on the Monthly
Processing Date following the date You submit to Us:

- written application for reinstatement;

- Evidence of Insurability showing that the Insured is insurable
according to Our underwriting rules; and

- a payment that, after the deduction of the Payment Expense Charge,
is large enough to cover the Minimum Amount Payable.

POLICIES WHICH HAVE BEEN SURRENDERED MAY NOT BE REINSTATED.

MINIMUM AMOUNT PAYABLE - If reinstatement is requested when less than 48 monthly
deductions have been taken since the Date of Issue or increase in the Face
Amount, You must pay for the lesser of three Minimum Monthly Payments or three
Monthly Deductions.

If You request reinstatement more than 48 Monthly Processing Dates from the Date
of Issue or increase in the Face Amount, You must pay 3 Monthly Deductions.

SURRENDER CHARGE - The surrender charge on the date of reinstatement is the
surrender charge that was in effect on the date of termination.

47
52

POLICY VALUE ON REINSTATEMENT - The Policy Value on the date of reinstatement
is:

- the Net Payment made to reinstate the Policy and interest earned
from the date the payment was received at Our Variable Life
Service Center; plus

- the Policy Value less any Outstanding Loan on the date of default
(not to exceed the surrender charge on the date of reinstatement);
minus

- the Monthly Deduction due on the date of reinstatement.

You may reinstate an Outstanding Loan.

OTHER POLICY PROVISIONS

POLICYOWNER

The Policyowner is the Insured unless another individual has been named in the
application. As Policyowner, You are entitled to exercise all rights under Your
Policy while the Insured is alive, with the consent of any irrevocable
Beneficiary. The consent of the Insured is required whenever the Face Amount is
increased.

BENEFICIARY

The Beneficiary is the person or persons to whom the Net Death Benefit is
payable on the Insured's death. Unless otherwise stated in the Policy, the
Beneficiary has no rights in the Policy before the Insured dies. While the
Insured is alive, You may change the Beneficiary, unless You have declared the
Beneficiary to be irrevocable. If no Beneficiary is alive when the Insured dies,
the Policyowner (or the Policyowner's estate) will be the Beneficiary. If more
than one Beneficiary is alive when the Insured dies, We will pay each
Beneficiary in equal shares, unless You have chosen otherwise. Where there is
more than one Beneficiary, the interest of a Beneficiary who dies before the
Insured will pass to surviving beneficiaries proportionally.

ASSIGNMENT

You may assign a Policy as collateral or make an absolute assignment by sending
us a Written Request at any time while the Insured is alive and the Policy is in
force. All Policy rights will be transferred as to the assignee's interest. The
consent of the assignee may be required to make changes in payment allocations,
make transfers or to exercise other rights under the Policy. We are not bound by
an assignment or release thereof, unless it is in writing and recorded at the
Variable Life Service Center. When recorded, the assignment will take effect on
the date the Written Request was signed. Any rights the assignment creates will
be subject to any payments We made or actions We took before the assignment is
recorded. We are not responsible for determining the validity of any assignment
or release.

MODIFICATION

Upon notice to You, We may modify the Policy, but only if such modification:

- - is necessary to make the Policy or the Variable Account comply with any
law or regulation issued by a governmental agency to which We are
subject;

48
53

- - is necessary to assure continued qualification of the Policy under the
Code or other federal or state laws relating to variable life policies;

- - is necessary to reflect a change in the operation of the Variable
Accounts;

- - or provides additional Variable Account and/or fixed accumulation
options.

In the event of any such modification, We may make any appropriate endorsement
to the Policy.

NOTIFICATION OF DEATH

The death of the Insured and/or the Policyowner(s) must be filed with Us
immediately, and We will require Due Proof of Death.

In most states, We will compute the Net Death Benefit on:

- - the date We receive Due Proof of Death of the Insured under Death Benefit
Option 2; or

- - the date of death for Death Benefit Options 1 and 3.

WRITTEN REQUEST

Written Request must be signed and dated by You. It must be of a form and
content acceptable to Us. Your Written Request will not be effective until We
receive and file it. However, any change provided in Your Written Request will
be effective as of the date You signed the Written Request:

- - subject to any payments or other actions We take prior to receiving and
filing Your Written Request; and

- - whether or not You are alive when We receive and file Your Written
Request.

THE FOLLOWING POLICY PROVISIONS MAY VARY BY STATE.

INCONTESTABILITY

We cannot challenge the validity of Your Policy if the Insured was alive after
the Policy had been in force for two years from the Date of Issue or if
reinstated, for two years from the date of reinstatement. Also, We cannot
challenge the validity of any increase in the Face Amount if the Insured was
alive after the increase was in force for two years from the effective date of
the increase.

Any contest after a reinstatement or increase in Face Amount will be limited to
material statements made in the application for such reinstatement or Face
Amount increase.

SUICIDE

The Net Death Benefit will not be paid if the Insured commits suicide, while
sane or insane, within two years from the Date of Issue of the Policy. Instead,
We will pay the Beneficiary all payments made for the Policy, without interest,
less any Outstanding Loan and partial withdrawals. If the Insured commits
suicide, while sane or insane, within two years from any increase in Face
Amount, We will not recognize the increase. We will pay to the Beneficiary the
Net Death Benefit prior to the increase plus the monthly expense charges and the
cost of insurance charges associated with the increase.

49
54

MISSTATEMENT OF AGE OR SEX

If the Insured's Age or sex is not correctly stated in the Policy application,
We will adjust benefits under the Policy to reflect the correct Age and sex. The
adjusted benefit will be the benefit that the most recent cost of insurance
charge would have purchased for the correct Age and sex. We will not reduce the
Death Benefit to less than the Guideline Minimum Death Benefit. For a unisex
Policy, there is no adjusted benefit for misstatement of sex. No adjustment for
misstatement of Age or sex will be made after the Final Payment Date.

FEDERAL TAX STATUS

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE

The following summary of federal tax considerations is based on Our
understanding of the present federal income tax laws as they are currently
interpreted. Legislation may be proposed which, if passed, could adversely and
possibly retroactively affect the taxation of the Policies. This summary is not
exhaustive, does not purport to cover all situations, and is not intended as tax
advice. We do not address tax provisions that may apply if the Policyowner is a
corporation or the trustee of an employee benefit plan. You should consult a
qualified tax adviser to apply the law to Your circumstances.

THE COMPANY AND THE VARIABLE ACCOUNT

The Company is taxed as a life insurance company under Subchapter L of the Code.
We file a consolidated tax return with Our parent and affiliates. We do not
currently charge for any income tax on the earnings or realized capital gains in
the Variable Account. We do not currently charge for federal income taxes
respecting the Variable Account. A charge may apply in the future for any
federal income taxes We incur. The charge may become necessary, for example, if
there is a change in Our tax status. Any charge would be designed to cover the
federal income taxes on the investment results of the Variable Account.

Under current laws, the Company may incur state and local taxes besides Premium
taxes. These taxes are not currently significant. If there is a material change
in these taxes affecting the Variable Account, We may charge for taxes paid or
for tax reserves.

TAXATION OF THE POLICIES

We believe that the Policies described in this Prospectus are life insurance
contracts under Section 7702 of the Code. Section 7702 affects the taxation of
life insurance contracts and places limits on the relationship of the Policy
Value to the Death Benefit. As life insurance contracts, the Net Death Benefits
of the Policies are excludable from the gross income of the Beneficiaries. Also,
any increase in Policy Value is not taxable until received by You or Your
designee (but see "Modified Endowment Policies" in this section).

Federal tax law requires that the investment of each Sub-Account funding the
Policies is adequately diversified according to Treasury regulations. Although
We do not have control over the investments of the Funds, We believe that the
Funds currently meet the Treasury's diversification requirements. We will
monitor continued compliance with these requirements.

The Treasury Department has announced that previous regulations on
diversification do not provide guidance concerning the extent to which
Policyowners may direct their investments to divisions of a

50
55

separate investment account. Regulations may provide guidance in the future. The
Policies or Our administrative rules may be modified as necessary to prevent a
Policyowner from being considered the owner of the assets of the Variable
Account.
A surrender, partial withdrawal, change in the Death Benefit option, change in
the Face Amount, lapse with Policy loan outstanding, or assignment of the Policy
may have tax consequences. Within the first fifteen Policy years, a distribution
of cash required under Section 7702 of the Code because of a reduction of
benefits under the Policy will be taxed to the Policyowner as ordinary income
respecting any investment earnings. Federal, state and local income, estate,
inheritance and other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Insured, Policyowner or
Beneficiary.

POLICY LOANS

We believe that standard loans received under the Policy will be treated as an
indebtedness of the Policyowner for federal income tax purposes. Under current
law, these loans will not constitute income for the Policyowner while the Policy
is in force (but see "Modified Endowment Policies" below). There is a risk,
however, that a preferred loan may be characterized by the Internal Revenue
Service ("IRS") as a withdrawal and taxed accordingly. At the present time, the
IRS has not issued any guidance on whether loans with the attributes of a
preferred loan should be treated differently than a standard loan. This lack of
specific guidance makes the tax treatment of preferred loans uncertain. In the
event IRS guidelines are issued in the future, You may revoke Your request for a
preferred loan.

Section 264 of the Code restricts the deduction of interest on Policy loans.
Consumer interest paid on Policy loans under an individually owned Policy is not
tax deductible. Generally, no tax deduction for interest is allowed on Policy
loans, if the Insured is an officer or employee of, or is financially interested
in, any business carried on by the taxpayer. There is an exception to this rule
which permits a deduction for interest on loans up to $50,000 related to any
policies covering the greater of (1) five individuals or (2) the lesser of (a)
5% of the total number of officers and employees of the corporation or (b) 20
individuals.

MODIFIED ENDOWMENT POLICIES

The Technical and Miscellaneous Revenue Act of 1988 (1988 Act) adversely affects
the tax treatment of distributions under so-called "modified endowment
contracts." Under the 1988 Act, a Policy may be considered a "modified endowment
contract" if:

Total payments during the first seven Policy years (or within seven years of a
material change in the Policy) exceed:

- the total net level payments payable had the Policy provided for
paid-up future benefits after making seven level payments.

If the Policy is considered a modified endowment contract, distributions
(including Policy loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-first basis and includible in gross income to the extent
that the Cash Surrender Value exceeds the Policyowner's investment in the
Policy. Any other amounts will be treated as a return of capital up to the
Policyowner's basis in the Policy. A 10% tax is imposed on that part of any
distribution that is includible in income, unless the distribution is:

- made after the taxpayer becomes disabled;

51
56

- made after the taxpayer attains Age 59 1/2; or

- part of a series of substantially equal periodic payments for the
taxpayer's life or life expectancy or joint life expectancies of
the taxpayer and Beneficiary.

All modified endowment contracts issued by the same insurance company to the
same Policyowner during any 12-month period will be treated as a single modified
endowment contract in computing taxable distributions.

Currently, We review each Policy when payments are received to determine if the
payment will render the Policy a modified endowment contract. If a payment would
so render the Policy, We will notify You of the option of requesting a refund of
the excess payment. The refund process must be completed within 60 days after
the Policy Anniversary or the Policy will be permanently classified as a
modified endowment contract.

POSSIBLE TAX CHANGES

Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Polices could change by legislation or
other means. It is also possible that any change could be retroactive (that is,
effective prior to the date of the change). A tax adviser should be consulted
with respect to legislative developments and their effect on the Policy.

VOTING RIGHTS

Where the law requires, We will vote fund shares that each Sub-Account holds
according to instructions received from Policyowners with Policy Value in the
Sub-Account. If, under the 1940 Act or its rules, We may vote shares in Our own
right, whether or not the shares relate to the Policies, We reserve the right to
do so.

We will provide each person having a voting interest in a fund with proxy
materials and voting instructions. We will vote shares held in each Sub-Account
for which no timely instructions are received in proportion to all instructions
received for the Sub-Account. We will also vote in the same proportion Our
shares held in the Variable Account that does not relate to the Policies.

We will compute the number of votes that a Policyowner has the right to instruct
on the record date established for the fund. This number is the quotient of:

- each Policyowner's Policy Value in the Sub-Account; divided by

- the net asset value of one share in the fund in which the assets
of the Sub-Account are invested.

52
57

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that Fund shares be voted so as
(1) to cause to change in the sub-classification or investment objective of one
or more of the Funds, or (2) to approve or disapprove an investment advisory
contract for the Funds. In addition, We may disregard voting instructions that
are in favor of any change in the investment policies or in any investment
adviser or principal underwriter if the change has been initiated by Contract
Policyowners or the Trustees. Our disapproval of any such change must be
reasonable and, in the case of a change in investment policies or investment
adviser, based on a good faith determination that such change would be contrary
to state law or otherwise is inappropriate in light of the objectives and
purposes of the Funds. In the event We do disregard voting instructions, a
summary of and the reasons for that action will be included in the next periodic
report to Contract Policyowners.

DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right, subject to law, to make additions to, deletions from, or
substitutions for the shares that are held in the Sub-Accounts. We may redeem
the shares of a Fund and substitute shares of another registered open-end
management company, if:

- the shares of the fund are no longer available for investment;

- change in tax laws; or

- in Our judgment further investment in the Fund would no longer be
appropriate based on the purposes of the Variable Account or the
affected Sub-Account.

Where the 1940 Act or other law requires, We will not substitute any shares
respecting a Policy interest in a Sub-Account without notice to Policyowners and
prior approval of the SEC and state insurance authorities. The Variable Account
may, as the law allows, purchase other securities for other policies or allow a
conversion between policies on a Policyowner's request.

We reserve the right to establish additional Sub-Accounts funded by a new fund
or by another investment company. Subject to law, We may, in Our sole
discretion, establish new Sub-Accounts or eliminate one or more Sub-Accounts.

We may change the Policy to reflect a substitution or other change and will
notify Policyowners of the change. Subject to any approvals the law may require,
the Variable Account or any Sub-Accounts may be:

- operated as a management company under the 1940 Act;

- deregistered under the 1940 Act if registration is no longer
required; or

- combined with other Sub-Accounts or Our other separate accounts.

FURTHER INFORMATION

We have filed a 1933 Act registration statement for this offering with the SEC.
Under SEC rules and regulations, We have omitted from this Prospectus part of
the registration statement and amendments. Statements contained in this
Prospectus are summaries of the Policy and other legal documents. The complete
documents and omitted information may be obtained from the SEC's Principal
Office in Washington, D.C., on payment of the SEC's prescribed fees.

53
58

DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

Ronald E. Beettam Director, Chairman and President, Canada Life
Insurance Company of America; Vice President of the
U.S. Division, The Canada Life Assurance Company
(2/98 - Present); Vice President of Individual
Operations, U.S. Division, The Canada Life
Assurance Company (9/97 - 2/98); Actuarial and
Administrative Vice President, Corporate Financial
Management, The Canada Life Assurance Company (1/95
- 9/97).

Kenneth T. Ledwos Director and Actuary, Canada Life Insurance Company
of America; Actuarial Vice President, The Canada
Life Assurance Company.

D. Allen Loney Director, Canada Life Insurance Company of America;
Vice President and Chief Actuary, The Canada Life
Assurance Company (1998 - Present); Vice President
of the U.S. Division, The Canada Life Assurance
Company (1987 - 1998).

Henry A. Rachfalowski Director, Canada Life Insurance Company of America;
Investment Vice President, The Canada Life
Assurance Company (1996 - Present); Vice President
Portfolio Investment, Ontario Municipal Employees
Retirement Board (1992 - 1996).

Thomas C. Scott Director and Financial Vice President, Canada Life
Insurance Company of America; Financial Vice
President, The Canada Life Assurance Company (12/97
- Present); Executive Vice President and Chief
Financial Officer, Washington National Corp. (11/74
- 12/97).

Stephen H. Zimmerman Director, Canada Life Insurance Company of America;
Partner, Dykema Gossett, PLLC.

George N. Isaac Treasurer, Canada Life Insurance Company of
America; Treasurer, The Canada Life Assurance
Company.

Roy W. Linden Secretary, Canada Life Insurance Company of
America; Vice President, General Counsel and
Secretary, The Canada Life Assurance Company (5/95
- Present); Legal Vice President and General
Counsel, The Canada Life Assurance Company (5/93 -
5/95).

Charles H. MacPhaul Assistant Secretary, Canada Life Insurance Company
of America (5/98-Present), Senior Counsel of The
Canada Life Assurance Company (2/99 - Present);
Counsel, (9/96-5/98); Counsel, ING Life Insurance
Company of Georgia (11/85 - 8/96).

William S. McIlwaine Group Sales Vice President, Canada Life Insurance
Company of America; Group Sales Vice President, The
Canada Life Assurance Company.

54
59

DISTRIBUTION

Canada Life of America Financial Services, Inc. (CLAFS) acts as the principal
underwriter and general distributor of the Policies. CLAFS, Our wholly-owned
subsidiary and a Georgia corporation organized on January 18, 1988, is
registered with the SEC under the Securities Exchange Act of 1934 (1934 Act) as
a broker/dealer and is a member of the National Association of Securities
Dealers, Inc. CLAFS' principal business address is 6201 Powers Ferry Road, NW,
Atlanta, Georgia.

We pay to broker-dealers who sell the Policy commissions based on a commission
schedule. After the Date of Issue or an increase in Face Amount, commissions
will not exceed 90% of the first-year payments up to a payment amount We
established and 4% of any excess. Commissions will not exceed 4% for subsequent
payments in years 2-10, and 3% for years 11 and over. Broker-dealers may also
receive annual renewal compensation of up to 0.20% of Policy Value less any
Outstanding Loan, depending on the circumstances. To the extent permitted by
NASD rules, overrides and promotional incentives or payments may also be
provided to General Agents, independent marketing organizations, and
broker-dealers based on sales volumes, the assumption of wholesaling functions
or other sales-related criteria. Other payments may be made for other services
that do not directly involve the sale of the Policies. These services may
include the recruitment and training of personnel, production of promotional
literature, and similar services.

Commissions paid on the Policies, including other incentives or payments, are
not charged to Policyowners or to the Variable Account.

INFORMATION ABOUT THE FIXED ACCOUNT

This Prospectus serves as a disclosure document only for the aspects of the
Policy relating to the Variable Account. For complete details on the Fixed
Account, read the Policy itself. The Fixed Account and other interests in the
General Account are not regulated under the 1933 Act or the 1940 Act because of
exemption and exclusionary provisions. The 1933 Act provisions on the accuracy
and completeness of statements made in prospectuses may apply to information on
the fixed part of the Policy and the Fixed Account. The SEC has not reviewed the
disclosures in this section of the Prospectus.

GENERAL DESCRIPTION

You may allocate part or all of Your Net Payments to accumulate at a fixed rate
of interest in the Fixed Account. The Fixed Account is a part of Our General
Account. The General Account is made up of all of Our general assets other than
those allocated to any separate account. Allocations to the Fixed Account become
part of Our General Account assets and are used to support insurance and annuity
obligations.

FIXED ACCOUNT INTEREST

We guarantee amounts allocated to the Fixed Account as to principal and a
minimum rate of interest. The minimum interest We will credit on amounts
allocated to the Fixed Account is 4.0% compounded annually. "Excess interest"
may or may not be credited at Our sole discretion. We will guarantee initial
rates on amounts allocated to the Fixed Account, either as payments or
transfers, to the next Policy Anniversary. At each Policy Anniversary, We will
credit the then current interest rate to money remaining in the Fixed Account.
We will guarantee this rate for one year.

55
60

FIXED ACCOUNT POLICY VALUE

On any day, the Fixed Account Policy Value is:

- - Net Payments allocated to the Fixed Account; plus

- - Variable Account Policy Value transferred to the Fixed Account; plus

- - interest credited to the Fixed Account; minus

- - partial withdrawals from the Fixed Account, including any applicable
partial withdrawal charges and partial withdrawals charges; minus

- - transfers from the Fixed Account, including any applicable transfer
charges; minus

- - any transaction charges allocated to the Fixed Account for changes in
the Face Amount; minus

- - [if any day is the Monthly Processing Date,] the portion of the Monthly
Deduction allocated to the Fixed Account.

During any policy month the Fixed Account Policy Value will be calculated on a
consistent basis. For purposes of crediting interest, Policy Value deducted,
transferred or withdrawn from the Fixed Account is accounted for on a first-in,
first-out basis.

FINANCIAL STATEMENTS

Our balance sheets as of December 31, 1998 and 1997, and the related statements
of operations, capital and surplus, and cash flows for each of the three years
in the period ended December 31, 1998, as well as the Report of Independent
Auditors, are included in this Prospectus constituting part of this Registration
Statement. The Variable Account's statement of net assets as of December 31,
1998, and the related statements of operations and changes in net assets for the
periods indicated therein, as well as the Report of Independent Auditors, are
also included in this Prospectus.

The financial statements of the Company should be considered only as bearing on
Our ability to meet Our obligations under the Policy. They should not be
considered as bearing on the investment performance of the assets held in the
Variable Account.

56
61

APPENDIX A
GUIDELINE MINIMUM DEATH BENEFIT TABLES

Table A -- Death Benefit Option 1 and Death Benefit Option 2

Under the Option 1 and Option 2, the Guideline Minimum Death Benefit is a
percentage of the Policy Value as set forth below:

GUIDELINE MINIMUM DEATH BENEFIT FACTORS

Age of Insured Percentage of
On Date of Death Policy Value
- ---------------- ------------

40 and under............................................. 250%
45....................................................... 215%
50....................................................... 185%
55....................................................... 150%
60....................................................... 130%
65....................................................... 120%
70....................................................... 115%
75....................................................... 105%
80....................................................... 105%
85....................................................... 105%
90....................................................... 105%
95 and above............................................. 100%

For the ages not listed, the progression between the listed ages is linear.

A-1
62

APPENDIX B
OPTIONAL INSURANCE BENEFITS

This Appendix provides only a summary of other insurance benefits available by
rider for an additional charge. For more information, contact Your
representative.

ACCELERATED DEATH BENEFIT OPTION

This endorsement allows part of the Policy proceeds to be available before death
if the Insured becomes terminally ill or is permanently confined to a nursing
home.

DISABILITY WAIVER OF PAYMENT RIDER

This rider provides that, during periods of total disability continuing more
than four months, We will add to the Policy Value each month an amount You
selected or the amount needed to pay the cost of insurance charges, whichever is
greater. This amount will keep the Policy in force. This benefit is subject to
Our maximum issue benefits. Its cost will change yearly.

GUARANTEED DEATH BENEFIT RIDER

This rider, which is available only at issue, (a) guarantees that Your Policy
will not lapse regardless of the Performance of the Variable Account and (b)
provides a guaranteed Net Death Benefit.

OTHER INSURED TERM INSURANCE RIDER

This rider provides a term insurance benefit for up to five Insureds. At present
this benefit is only available for the spouse and children of the primary
Insured. The rider includes a feature that allows the "other Insured" to convert
the coverage to a flexible premium adjustable life insurance policy.

TERM LIFE INSURANCE RIDER

This rider provides an additional term insurance benefit for the Insured.

Certain Riders may not be available in all states.

B-1
63

APPENDIX C
PAYMENT OPTIONS

PAYMENT OPTIONS

On Written Request, the Cash Surrender Value or all or part of any payable Net
Death Benefit may be paid under one or more payment options then offered by the
Company. If You do not make an election, We will pay the benefits in a lump sum.
If a payment Level Death Benefit Options selected, the Beneficiary may pay to Us
any amount that would otherwise be deducted from the Death Benefit. A
certificate will be provided to the payee describing the payment option
selected.

The amounts payable under a payment option are paid from the General Account.
These amounts are not based on the investment experience of the Variable
Account.

SELECTION OF PAYMENT OPTIONS

The amount applied under any one option for any one payee must be at least
$5,000. The periodic payment for any one payee must be at least $50. Subject to
the Policyowner and Beneficiary provisions, any option selection may be changed
before the Net Death Benefit becomes payable. If You make no selection, the
Beneficiary may select from the payment options We offer at that time when the
Net Death Benefit becomes payable.

C-1
64

APPENDIX D
EXAMPLES OF DEATH BENEFIT, POLICY VALUES
AND ACCUMULATED PAYMENTS

The following tables illustrate the way in which the Policy's Death Benefit and
Policy Value could vary over an extended period of time. On request, We will
provide a comparable illustration based on the proposed Insured's Age, sex, and
Underwriting Class, and for the requested Face Amount, Death Benefit option and
riders.

ASSUMPTIONS

The tables illustrate a Policy issued to a male, Age 35, under a standard
Underwriting Class and qualifying for the non-tobacco discount, and a Policy
issued to a male, Age 45, under a standard Underwriting Class and qualifying for
the non-tobacco discount. In each case, one table illustrates the guaranteed
cost of insurance rates and the other table illustrates the current cost of
insurance rates as presently in effect.

The tables assume that no Policy loans have been made, that You have not
requested an increase or decrease in the initial Fact Amount, that no partial
withdrawals have been made, and that no transfers above 12 have been made in any
Policy year (so that no transaction or transfer charges have been incurred).

The tables assume that all Premiums are allocated to and remain in the Variable
Account for the entire period shown. The tables are based on hypothetical gross
investment rates of return for the underlying Fund (i.e., investment income and
capital gains and losses, realized or unrealized) equivalent to constant gross
(after tax) annual rate of 0%, 6%, and 12%. The second column of the tables show
the amount which would accumulate if an amount equal to the Guideline Level
Premium were invested each year to earn interest (after taxes) at 5%, compounded
annually.

The Policy Values and Death Proceeds would be different from those shown if the
gross annual investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above or below such averages for individual Policy
years. The values also would be different depending on the allocation of the
Policy's total Policy Value among the Sub-Accounts of the Variable Account, if
the actual rates of return averaged 0%, 6% or 12%, but the rates of each
underlying Fund varied above and below such averages.

DEDUCTIONS FOR CHARGES

The amounts shown in the tables take into account the deduction of the tax
charges and Payment Expense Charge from Premiums and the Monthly Deduction from
Policy Value.

EXPENSES OF THE UNDERLYING FUNDS

The amounts shown in the tables also take into account the underlying Fund
advisory fees and operating expenses, which are assumed to be at an annual rate
of 0.84% of the average daily net assets of the underlying Funds. The actual
fees and expenses of each underlying Fund vary, and in 1998, ranged from an
annual rate of 0.28% to an annual rate of 1.75% of average daily net assets. The
fees and expenses associated with Your Policy may be more or less than 0.84% in
the aggregate, depending upon how You make allocations of Policy Value among the
Sub-Accounts.

D-1
65

NET ANNUAL RATES OF INVESTMENT

Applying the average Fund advisory fees and operating expenses of 0.84% of
average net assets, in the current cost of insurance charges tables the gross
annual rates of investment return of 0%, 6% and 12% would produce net annual
rates of -0.84%, 5.16% and 11.16%. In the guaranteed cost of insurance charges
tables, the gross annual rates of investment return of 0%, 6% and 12% would
produce net annual rates of -0.84%, 5.16% and 11.16%, respectively.

The hypothetical returns shown in the tables do not reflect any charges for
income taxes against the Variable Account since no charges are currently made.
However, if in the future the charges are made, to produce illustrated Death
Benefits and cash values, the gross annual investment rates of return would have
to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges.

D-2
66

CANADA LIFE INSURANCE COMPANY OF AMERICA
VARIABLE LIFE POLICY

FACE AMOUNT = $75,000
MALE NON-TOBACCO AGE 35
DEATH BENEFIT OPTION 2

BASED ON CURRENT MONTHLY COST OF INSURANCE
CHARGES WITHOUT RIDERS

PREMIUMS
PAID PLUS HYPOTHETICAL 0% HYPOTHETICAL 6%
INTEREST GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
AT 5% ----------------------- -----------------------
PER YEAR (1)
------------
POLICY SURRENDER POLICY DEATH SURRENDER
YEAR VALUE VALUE (2) BENEFIT VALUE
---- ----- --------- ------- -----

1 2,741 408 2120 77,120 545
2 5,618 2698 4219 79,219 3106
3 8,639 4958 6,290 81,290 5,778
4 11,812 7201 8,342 83,342 8,578
5 15,143 9425 10,376 85,376 11,513
6 18,641 11,634 12,395 87,395 14,596
7 22,313 13,825 14,396 89,396 17,828
8 26,169 15,998 16,379 91,379 21,221
9 30,218 18,153 18,344 93,344 24,779
10 34,470 20,291 20,291 95,291 28,517
11 38,934 22,448 22,448 97,448 32,503
12 43,621 24,593 24,593 99,593 36,713
13 48,542 26,726 26,726 101,726 41,158
14 53,710 28,848 28,848 103,848 45,851
15 59,136 30,959 30,959 105,959 50,810
16 64,833 33,059 33,059 108,059 56,047
17 70,816 35,134 35,134 110,134 61,565
18 77,097 37,184 37,184 112,184 67,380
19 83,692 39,205 39,205 114,205 73,505
20 90,617 41,197 41,197 116,197 79,958
Age 60 130,796 50,616 50,616 125,616 117,710
Age 65 182,076 58,757 58,757 133,757 166,304
Age 70 247,523 64,945 64,945 139,945 228,437
Age 75 331,052 68,154 68,154 143,154 307,265

HYPOTHETICAL 6% HYPOTHETICAL 12%
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
----------------------- -----------------------

POLICY POLICY DEATH SURRENDER POLICY DEATH
YEAR VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
---- --------- ------- ----- --------- -------

1 2,257 77,257 682 2,393 77,393
2 4,627 79,627 3,530 5,051 80,051
3 7,109 82,109 6,665 7,997 82,997
4 9,719 84,719 10,130 11,270 86,270
5 12,464 87,464 13,963 14,914 89,914
6 15,356 90,356 18,210 18,971 93,971
7 18,399 93,399 22,915 23,486 98,486
8 21,601 96,601 28,130 28,511 103,511
9 24,970 99,970 33,914 34,105 109,105
10 28,517 103,517 40,335 40,335 115,335
11 32,503 107,503 47,561 47,561 122,561
12 36,713 111,713 55,629 55,629 130,629
13 41,158 116,158 64,639 64,639 139,639
14 45,851 120,851 74,700 74,700 149,700
15 50,810 125,810 85,937 85,937 164,139
16 56,047 131,047 98,478 98,478 182,184
17 61,565 136,565 112,462 112,462 200,182
18 67,380 142,380 128,054 128,054 218,973
19 73,505 148,505 145,445 145,445 238,529
20 79,958 154,958 164,844 164,844 258,805
Age 60 117,710 192,710 301,064 301,064 403,426
Age 65 166,304 241,304 535,996 535,996 653,915
Age 70 228,437 303,437 940,043 940,043 1,090,450
Age 75 307,265 382,265 1,636,961 1,636,961 1,751,548

(1) Assumes a $2,610.00 payment is made at the beginning of each Policy
year. Values will be different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Policy loan has been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

D-3
67

CANADA LIFE INSURANCE COMPANY OF AMERICA
VARIABLE LIFE POLICY

FACE AMOUNT = $75,000
MALE NON-TOBACCO AGE 35
DEATH BENEFIT OPTION 2

BASED ON GUARANTEED MONTHLY COST OF INSURANCE
CHARGES WITHOUT RIDERS

1 2,741 408 2120 77,120 545
2 5,618 2698 4219 79,219 3106
3 8,639 4958 6,290 81,290 5,778
4 11,812 7200 8,341 83,341 8,578
5 15,143 9424 10,375 85,375 11,513
6 18,641 11,572 12,332 87,332 14,532
7 22,313 13,696 14,267 89,267 17,691
8 26,169 15,797 16,178 91,178 21,001
9 30,218 17,873 18,064 93,064 24,465
10 34,470 19,924 19,924 94,924 28,094
11 38,934 21,983 21,983 96,983 31,954
12 43,621 24,016 24,016 99,016 36,015
13 48,542 26,021 26,021 101,021 40,286
14 53,710 27,999 27,999 102,999 44,780
15 59,136 29,946 29,946 104,946 49,505
16 64,833 31,860 31,860 106,860 54,473
17 70,816 33,736 33,736 108,736 59,691
18 77,097 35,568 35,568 110,568 65,171
19 83,692 37,354 37,354 112,354 70,921
20 90,617 39,085 39,085 114,085 76,950
Age 60 130,796 46,742 46,742 121,742 111,674
Age 65 182,076 52,012 52,012 127,012 154,966
Age 70 247,523 53,237 53,237 128,237 207,640
Age 75 331,052 47,764 47,764 122,764 269,630

HYPOTHETICAL 6% HYPOTHETICAL 12%
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
----------------------- -----------------------

POLICY POLICY DEATH SURRENDER POLICY DEATH
YEAR VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
---- --------- ------- ----- --------- -------

1 455 75,455 682 2,393 77,393
2 927 75,927 3,530 5,051 80,051
3 1,407 76,407 6,665 7,997 82,997
4 1,904 76,904 10,130 11,270 86,270
5 2,417 77,417 13,962 14,913 89,913
6 2,876 77,876 18,144 18,905 93,905
7 3,347 78,347 22,769 23,340 98,340
8 3,830 78,830 27,891 28,271 103,271
9 4,322 79,322 33,563 33,753 108,753
10 28,094 103,094 39,848 39,848 114,848
11 31,954 106,954 46,912 46,912 121,912
12 36,015 111,015 54,783 54,783 129,783
13 40,286 115,286 63,557 63,557 138,557
14 44,780 119,780 73,336 73,336 148,336
15 49,505 124,505 84,236 84,236 160,890
16 54,473 129,473 96,374 96,374 178,291
17 59,691 134,691 109,883 109,883 195,591
18 65,171 140,171 124,917 124,917 213,608
19 70,921 145,921 141,655 141,655 232,314
20 76,950 151,950 160,293 160,293 251,660
Age 60 111,674 186,674 290,381 290,381 389,110
Age 65 154,966 229,966 512,465 512,465 625,207
Age 70 207,640 282,640 888,798 888,798 1,031,006
Age 75 269,630 344,630 1,529,536 1,529,536 1,636,603

(1) Assumes a $2,610.00 payment is made at the beginning of each Policy
year. Values will be different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Policy loan has been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

D-4
68

CANADA LIFE INSURANCE COMPANY OF AMERICA
VARIABLE LIFE POLICY

FACE AMOUNT = $250,000
MALE NON-TOBACCO AGE 45
DEATH BENEFIT OPTION 1

BASED ON CURRENT MONTHLY COST OF INSURANCE
CHARGES WITHOUT RIDERS

1 5,011 0 2753 250,000 0
2 10,273 0 5400 250,000 0
3 15,798 2208 7,945 250,000 3,340
4 21,599 5505 10,423 250,000 7,368
5 27,690 8748 12,848 250,000 11,525
6 34,085 11,948 15,228 250,000 15,830
7 40,801 15,113 17,573 250,000 20,298
8 47,852 18,245 19,885 250,000 24,938
9 55,255 21,343 22,160 250,000 29,755
10 63,029 24,403 24,403 250,000 34,758
11 71,192 27,645 27,645 250,000 40,235
12 79,763 30,793 30,793 250,000 45,930
13 88,762 33,833 33,833 250,000 51,845
14 98,211 36,763 36,763 250,000 57,993
15 108,133 39,585 39,585 250,000 64,385
16 118,551 42,210 42,210 250,000 70,963
17 129,489 44,723 44,723 250,000 77,810
18 140,975 47,113 47,113 250,000 84,948
19 153,035 49,378 49,378 250,000 92,390
20 165,698 51,513 51,513 250,000 100,153
Age 60 108,133 39,585 39,585 250,000 64,385
Age 65 165,698 51,513 51,513 250,000 100,153
Age 70 239,166 59,843 59,843 250,000 144,573
Age 75 332,933 63,018 63,018 250,000 201,503

HYPOTHETICAL 6% HYPOTHETICAL 12%
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
----------------------- -----------------------

POLICY POLICY DEATH SURRENDER POLICY DEATH
YEAR VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
---- --------- ------- ----- --------- -------

1 2,955 250,000 0 3,160 250,000
2 5,980 250,000 28 6,585 250,000
3 9,078 250,000 4,570 10,308 250,000
4 12,285 250,000 9,478 14,395 250,000
5 15,625 250,000 14,800 18,900 250,000
6 19,110 250,000 20,600 23,880 250,000
7 22,758 250,000 26,935 29,395 250,000
8 26,575 250,000 33,865 35,505 250,000
9 30,575 250,000 41,453 42,273 250,000
10 34,758 250,000 49,773 49,773 250,000
11 40,235 250,000 59,253 59,253 250,000
12 45,930 250,000 69,735 69,735 250,000
13 51,845 250,000 81,330 81,330 250,000
14 57,993 250,000 94,163 94,163 250,000
15 64,385 250,000 108,390 108,390 250,000
16 70,963 250,000 124,118 124,118 250,000
17 77,810 250,000 141,595 141,595 250,000
18 84,948 250,000 161,040 161,040 250,000
19 92,390 250,000 182,695 182,695 250,000
20 100,153 250,000 206,843 206,843 250,000
Age 60 64,385 250,000 108,390 108,390 250,000
Age 65 100,153 250,000 206,843 206,843 250,000
Age 70 144,573 250,000 373,245 373,245 433,000
Age 75 201,503 250,000 651,600 651,600 697,250

(1) Assumes a $4,772.50 payment is made at the beginning of each Policy
year. Values will be different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause this Policy to lapse because of insufficient Policy Value.

D-5
69

CANADA LIFE INSURANCE COMPANY OF AMERICA
VARIABLE LIFE POLICY

FACE AMOUNT = $250,000
MALE NON-TOBACCO AGE 45
DEATH BENEFIT OPTION 1

BASED ON GUARANTEED MONTHLY COST OF INSURANCE
CHARGES WITHOUT RIDERS

PREMIUMS
PAID PLUS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
INTEREST GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
AT 5% ----------------------- ----------------------- -----------------------
PER YEAR (1)
------------
POLICY SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
---- ----- --------- ------- ----- --------- ------- ----- --------- -------

1 5,011 0 3153 250,000 0 3,380 250,000 0 3,608 250,000
2 10,273 0 6205 250,000 273 6,858 250,000 955 7,540 250,000
3 15,798 3395 9,155 250,000 4,678 10,440 250,000 6,075 11,835 250,000
4 21,599 7100 12,038 250,000 9,225 14,165 250,000 11,633 16,570 250,000
5 27,690 10748 14,865 250,000 13,938 18,053 250,000 17,698 21,813 250,000
6 34,085 13,715 17,008 250,000 18,188 21,480 250,000 23,685 26,978 250,000
7 40,801 16,583 19,050 250,000 22,543 25,013 250,000 30,193 32,660 250,000
8 47,852 19,330 20,978 250,000 26,995 28,640 250,000 37,273 38,918 250,000
9 55,255 21,953 22,775 250,000 31,538 32,363 250,000 44,985 45,810 250,000
10 63,029 24,428 24,428 250,000 36,168 36,168 250,000 53,403 53,403 250,000
11 71,192 27,010 27,010 250,000 41,205 41,205 250,000 63,010 63,010 250,000
12 79,763 29,428 29,428 250,000 46,403 46,403 250,000 73,675 73,675 250,000
13 88,762 31,670 31,670 250,000 51,768 51,768 250,000 85,540 85,540 250,000
14 98,211 33,728 33,728 250,000 57,308 57,308 250,000 98,770 98,770 250,000
15 108,133 35,573 35,573 250,000 63,020 63,020 250,000 113,550 113,550 250,000
16 118,551 37,185 37,185 250,000 68,910 68,910 250,000 130,095 130,095 250,000
17 129,489 38,533 38,533 250,000 74,975 74,975 250,000 148,670 148,670 250,000
18 140,975 39,583 39,583 250,000 81,218 81,218 250,000 169,575 169,575 250,000
19 153,035 40,288 40,288 250,000 87,628 87,628 250,000 193,178 193,178 250,000
20 165,698 40,598 40,598 250,000 94,210 94,210 250,000 219,823 219,823 268,183
Age 60 108,133 35,573 35,573 250,000 63,020 63,020 250,000 113,550 113,550 250,000
Age 65 165,698 40,598 40,598 250,000 94,210 94,210 250,000 219,823 219,823 268,183
Age 70 239,166 34,433 34,433 250,000 130,195 130,195 250,000 404,793 404,793 469559
Age 75 332,933 6,050 6,050 250,000 173,975 173,975 250,000 719,740 719,740 770,122

(1) Assumes a $4,772.50 payment is made at the beginning of each Policy
year. Values will be different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Policy loan has been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

D-6
70

CANADA LIFE INSURANCE COMPANY OF AMERICA
VARIABLE LIFE POLICY

FACE AMOUNT = $250,000
MALE NON-TOBACCO AGE 45
DEATH BENEFIT OPTION 3

BASED ON CURRENT MONTHLY COST OF INSURANCE
CHARGES WITHOUT RIDERS

PREMIUMS
PAID PLUS HYPOTHETICAL 0%
INTEREST GROSS INVESTMENT RETURN
AT 5% -----------------------
PER YEAR (1)
------------
POLICY SURRENDER POLICY DEATH
YEAR VALUE VALUE (2) BENEFIT
---- ----- --------- -------

1 5,011 0 3153 250,000
2 10,273 0 6205 250,000
3 15,798 3395 9,158 250,000
4 21,599 7100 12,038 250,000
5 27,690 10750 14,865 250,000
6 34,085 14,355 17,648 250,000
7 40,801 17,920 20,390 250,000
8 47,852 21,448 23,093 250,000
9 55,255 24,928 25,750 250,000
10 63,029 28,355 28,355 250,000
11 71,192 31,988 31,988 250,000
12 79,763 35,525 35,525 250,000
13 88,762 38,943 38,943 250,000
14 98,211 42,240 42,240 250,000
15 108,133 45,418 45,418 250,000
16 118,551 48,400 48,400 250,000
17 129,489 51,260 51,260 250,000
18 140,975 53,983 53,983 250,000
19 153,035 56,563 56,563 250,000
20 165,698 58,993 58,993 250,000
Age 60 108,133 45,418 45,418 250,000
Age 65 165,698 58,993 58,993 250,000
Age 70 239,166 68,325 68,325 250,000
Age 75 332,933 71,080 71,080 250,000

HYPOTHETICAL 6% HYPOTHETICAL 12%
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
----------------------- -----------------------

POLICY SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
---- ----- --------- ------- ----- --------- -------

1 0 3,380 250,000 0 3,608 250,000
2 273 6,858 250,000 955 7,540 250,000
3 4,680 10,440 250,000 6,075 11,835 250,000
4 9,228 14,165 250,000 11,633 16,573 250,000
5 13,940 18,055 250,000 17,698 21,815 250,000
6 18,838 22,130 250,000 24,340 27,633 250,000
7 23,938 26,405 250,000 31,635 34,103 250,000
8 29,250 30,895 250,000 39,658 41,303 250,000
9 34,783 35,608 250,000 48,490 49,313 250,000
10 40,543 40,543 250,000 58,225 58,225 250,000
11 46,868 46,868 250,000 69,370 69,370 250,000
12 53,480 53,480 250,000 81,778 81,778 250,000
13 60,383 60,383 250,000 95,595 95,595 250,000
14 67,600 67,600 250,000 111,008 111,008 250,000
15 75,153 75,153 250,000 128,225 128,225 255,750
16 83,008 83,008 250,000 147,318 147,318 285,750
17 91,250 91,250 250,000 168,478 168,478 317,750
18 99,913 99,913 250,000 191,923 191,923 352,500
19 109,025 109,025 250,000 217,895 217,895 389,500
20 118,620 118,620 250,000 246,655 246,655 429,750
Age 60 75,153 75,153 250,000 128,225 128,225 255,750
Age 65 118,620 118,620 250,000 246,655 246,655 429,750
Age 70 175,230 175,230 270,750 443,495 443,495 685,000
Age 75 246,685 246,685 343,250 768,380 768,380 1,069,000

(1) Assumes a $4,772.50 payment is made at the beginning of each Policy
year. Values will be different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Policy loan has been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

D-7
71

CANADA LIFE INSURANCE COMPANY OF AMERICA
VARIABLE LIFE POLICY

FACE AMOUNT = $250,000
MALE NON-TOBACCO AGE 45
DEATH BENEFIT OPTION 3

BASED ON GUARANTEED MONTHLY COST OF INSURANCE
CHARGES WITHOUT RIDERS

1 5,011 0 3153 250,000
2 10,273 0 6205 250,000
3 15,798 3395 9,155 250,000
4 21,599 7100 12,038 250,000
5 27,690 10748 14,865 250,000
6 34,085 13,715 17,008 250,000
7 40,801 16,583 19,050 250,000
8 47,852 19,330 20,978 250,000
9 55,255 21,953 22,775 250,000
10 63,029 24,428 24,428 250,000
11 71,192 27,010 27,010 250,000
12 79,763 29,428 29,428 250,000
13 88,762 31,670 31,670 250,000
14 98,211 33,728 33,728 250,000
15 108,133 35,573 35,573 250,000
16 118,551 37,185 37,185 250,000
17 129,489 38,533 38,533 250,000
18 140,975 39,583 39,583 250,000
19 153,035 40,288 40,288 250,000
20 165,698 40,598 40,598 250,000
Age 60 108,133 35,573 35,573 250,000
Age 65 165,698 40,598 40,598 250,000
Age 70 239,166 34,433 34,433 250,000
Age 75 332,933 6,050 6,050 250,000

HYPOTHETICAL 6% HYPOTHETICAL 12%
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
----------------------- -----------------------

POLICY SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
---- ----- --------- ------- ----- --------- -------

1 0 3,380 250,000 0 3,608 250,000
2 273 6,858 250,000 955 7,540 250,000
3 4,678 10,440 250,000 6,075 11,835 250,000
4 9,225 14,165 250,000 11,633 16,570 250,000
5 13,938 18,053 250,000 17,698 21,813 250,000
6 18,188 21,480 250,000 23,685 26,978 250,000
7 22,543 25,013 250,000 30,193 32,660 250,000
8 26,995 28,640 250,000 37,273 38,918 250,000
9 31,538 32,363 250,000 44,985 45,810 250,000
10 36,168 36,168 250,000 53,403 53,403 250,000
11 41,205 41,205 250,000 131,260 131,260 250,000
12 46,403 46,403 250,000 73,675 73,675 250,000
13 51,768 51,768 250,000 85,540 85,540 250,000
14 57,308 57,308 250,000 98,770 98,770 250,000
15 63,020 63,020 250,000 113,550 113,550 250,000
16 68,910 68,910 250,000 130,095 130,095 252,250
17 74,975 74,975 250,000 148,438 148,438 280,000
18 81,218 81,218 250,000 168,590 168,590 309,500
19 87,628 87,628 250,000 190,700 190,700 341,000
20 94,210 94,210 250,000 214,935 214,935 374,500
Age 60 63,020 63,020 250,000 113,550 113,550 250,000
Age 65 94,210 94,210 250,000 214,935 214,935 374,500
Age 70 130,195 130,195 250,000 374,923 374,923 579,000
Age 75 173,975 173,975 250,000 621,348 621,348 864,500

(1) Assumes a $4,772.50 payment is made at the beginning of each Policy
year. Values will be different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Policy loan has been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

D-8
72

APPENDIX E
CALCULATION OF MAXIMUM SURRENDER CHARGES

A separate surrender charge is computed on the Date of Issue and on each
increase in Face Amount.

A limitation on surrender charges is imposed based on the Standard
Non-Forfeiture Law of each state. The maximum surrender charges at the Date of
Issue and on each increase in Face Amount are shown in the table below. The
surrender charge is graded one-ninth each year. See - "Surrender Charge" under
CHARGES AND DEDUCTIONS.

The Factors used to compute the maximum surrender charges vary with the issue
Age, Sex, and Underwriting Class as indicated in the table below.

MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT

Age at
issue or Male Male Female Female Unisex Unisex
increase Non-tobacco Tobacco Non-tobacco Tobacco Non-tobacco Tobacco
-------- ----------- ------- ----------- ------- ----------- -------

0 N/A 14.46 N/A 13.54 N/A 14.26
1 N/A 14.44 N/A 13.53 N/A 14.23
2 N/A 14.58 N/A 13.64 N/A 14.36
3 N/A 14.73 N/A 13.76 N/A 14.51
4 N/A 14.91 N/A 13.89 N/A 14.67
5 N/A 15.09 N/A 14.01 N/A 14.85
6 N/A 15.29 N/A 14.16 N/A 15.03
7 N/A 15.50 N/A 14.31 N/A 15.23
8 N/A 15.73 N/A 14.48 N/A 15.44
9 N/A 15.96 N/A 14.66 N/A 15.67
10 N/A 16.22 N/A 14.87 N/A 15.91
11 N/A 16.47 N/A 15.06 N/A 16.16
12 N/A 16.75 N/A 15.26 N/A 16.42
13 N/A 17.03 N/A 15.48 N/A 16.69
14 N/A 17.31 N/A 15.70 N/A 16.96
15 N/A 17.60 N/A 15.92 N/A 17.24
16 N/A 17.90 N/A 16.15 N/A 17.52
17 N/A 18.17 N/A 16.39 N/A 17.80
18 16.62 18.47 15.60 16.64 16.42 18.10
19 16.84 18.78 15.82 16.89 16.63 18.40
20 17.06 19.11 16.04 17.16 16.86 18.71
21 17.30 19.46 16.27 17.45 17.09 19.05

E-1
73

Age at
Issue or Male Male Female Female Unisex Unisex
Increase Non-tobacco Tobacco Non-tobacco Tobacco Non-tobacco Tobacco
-------- ----------- ------- ----------- ------- ----------- -------

22 17.55 19.83 16.51 17.75 17.34 19.41
23 17.84 20.23 16.78 18.06 17.62 19.79
24 18.14 20.65 17.04 18.38 17.92 20.18
25 18.46 21.08 17.39 18.74 18.24 20.60
26 18.80 21.53 17.69 19.09 18.58 21.03
27 19.16 22.01 18.01 19.46 18.93 21.49
28 19.55 22.52 18.34 19.86 19.30 21.97
29 19.96 23.06 18.69 20.28 19.70 22.49
30 20.38 23.64 19.06 20.73 20.11 23.04
31 20.84 24.25 19.44 21.20 20.55 23.62
32 21.32 24.91 19.85 21.69 21.01 24.24
33 21.82 25.58 20.27 22.21 21.50 24.88
34 22.35 26.29 20.71 22.74 22.01 25.55
35 22.91 27.04 21.18 23.29 22.55 26.26
36 23.43 27.74 21.61 23.79 23.06 26.91
37 23.99 28.48 22.06 24.33 23.59 27.60
38 24.57 29.24 22.54 24.90 24.15 28.32
39 25.19 30.05 23.04 25.50 24.75 29.09
40 25.85 30.91 23.57 26.12 25.38 29.89
41 26.54 31.81 24.13 26.77 26.04 30.73
42 27.28 32.76 24.71 27.45 26.75 31.62
43 28.06 33.77 25.33 28.14 27.49 32.56
44 28.89 34.83 25.99 28.86 28.28 33.54
45 29.76 35.93 26.68 29.62 29.12 34.56
46 30.67 37.12 27.39 30.42 29.99 35.66
47 31.64 38.34 28.15 31.26 30.90 36.79
48 32.64 39.58 28.95 32.13 31.86 37.94
49 33.69 40.88 29.79 33.05 32.87 39.14
50 34.80 42.22 30.67 34.00 33.92 40.39
51 35.98 43.62 31.62 35.04 35.05 41.69
52 37.24 45.08 32.62 36.12 36.26 43.05
53 38.58 46.69 33.68 37.28 37.53 44.54
54 40.00 48.39 34.80 38.49 38.88 46.11
55 41.51 50.17 36.00 39.78 40.32 47.76
56 43.00 51.95 37.21 41.11 41.74 49.41
57 44.57 53.82 38.50 42.52 43.25 51.14
58 46.22 53.76 39.88 44.05 44.83 52.93
59 47.95 53.45 41.34 45.67 46.49 53.76
60 49.76 53.14 42.87 47.36 48.22 53.46
61 51.61 52.94 44.46 49.11 50.01 53.25

E-2
74

Age at
Issue or Male Male Female Female Unisex Unisex
Increase Non-tobacco Tobacco Non-tobacco Tobacco Non-tobacco Tobacco
-------- ----------- ------- ----------- ------- ----------- -------

62 53.56 52.74 46.14 50.97 51.88 53.04
63 53.30 52.55 47.92 52.87 53.54 52.84
64 52.97 52.36 49.82 53.52 53.23 52.64
65 52.64 52.16 51.84 53.24 52.91 52.42
66 52.53 52.06 53.85 53.16 52.81 52.34
67 52.42 51.96 53.76 53.08 52.70 52.24
68 52.30 51.86 53.66 53.00 52.59 52.15
69 52.18 51.75 53.55 52.91 52.47 52.05
70 52.05 51.64 53.44 52.82 52.35 51.95
71 51.91 51.52 53.30 52.66 52.21 51.83
72 51.77 51.40 53.16 52.53 52.07 51.71
73 51.62 51.28 53.01 52.39 51.93 51.59
74 51.47 51.16 52.85 52.24 51.78 51.47
75 51.32 51.04 52.69 52.09 51.62 51.34
76 51.16 50.90 52.52 51.94 51.46 51.20
77 50.99 50.75 52.34 51.78 51.30 51.06
78 50.83 50.60 52.16 51.62 51.13 50.90
79 50.66 50.45 51.98 51.47 50.96 50.75
80 50.49 50.29 51.79 51.31 50.79 50.59
81 50.33 50.15 51.59 51.15 50.62 50.44
82 50.17 50.01 51.39 51.00 50.45 50.30
83 50.01 49.87 51.19 50.84 50.28 50.14
84 49.85 49.72 50.99 50.63 50.11 49.97
85 49.69 49.56 50.77 50.41 49.93 49.79

EXAMPLES

For the purpose of these examples, assume that a male, Age 35, non-tobacco
purchases a $100,000 Policy. His surrender charge is calculated as follows:

The surrender charge is equal to $2,291.00 (22.91 x 100).

Example 1:

Assume the Policyowner surrenders the Policy in the 10th Policy month. The
surrender charge is $2,291.00.

Example 2:

Assume the Policyowner surrenders the Policy in the 61st Policy month. Also
assume that the surrender charge decreases by 1/9th of the original surrender
charge each year. In this example, the surrender charge would be $1,018.22.

E-3
75

APPENDIX F
PERFORMANCE INFORMATION

The Policies were first offered to the public in 2000. However, We may publish
"Total Return" and "Average Annual Total Return" performance information based
on the periods that the Sub-Accounts have been in existence (Tables IA and IB),
and based on the periods that the underlying Funds have been in existence
(Tables IIA and IIB). The results for any period prior to the start of a
Sub-Account's operations or to the Policies being offered will be calculated as
if the Policies had been offered during that period of time, with all charges
assumed to be those applicable to the Sub-Accounts and the Funds.

Total return and average annual total return are based on the hypothetical
profile of a representative Policyowner and historical earnings and are not
intended to indicate future performance. "Total Return" is the total income
generated net of certain expenses and charges. "Average annual total return" is
net of the same expenses and charges, but reflects the hypothetical return
compounded annually. This hypothetical return is equal to cumulative return had
performance been constant over the entire period. Average annual total returns
are not the same as yearly results and tend to smooth out variations in the
Funds' return.

In Tables IA and IIA, performance information under the Policies is net of fund
expenses, mortality and expense risk charges, administrative charges, cost of
insurance charges and surrender charges. We take a representative Policyowner
and assume that:

- the Insured is a male Age 36, standard (non-tobacco) Underwriting
Class;

- the Policyowner had allocations in each of the Sub-Accounts for
the fund durations shown; and

- there was a full surrender at the end of the applicable period.

We may compare performance information for a Sub-Account in reports and
promotional literature to:

- Standard & Poor's 500 Composite Stock Price Index (S&P 500);

- Dow Jones Industrial Average (DJIA);

- Shearson Lehman Aggregate Bond Index;

- other unmanaged indices of unmanaged securities widely regarded
by investors as representative of the securities markets;

- other groups of variable life separate accounts or other
investment products tracked by Lipper Inc.;

- other services, companies, publications, or persons such as
Morningstar, Inc., who rank the investment products on
performance or other criteria; or

- the Consumer Price Index.

F-1
76

Unmanaged indices may assume the reinvestment of dividends but generally do not
reflect deductions for insurance and administrative charges, separate account
charges and fund management costs and expenses.
Performance information for any Sub-Account reflects only the performance of a
hypothetical investment in the Sub-Account during a period. It is not
representative of what may be achieved in the future. However, performance
information may be helpful in reviewing market conditions during a period and
in considering a fund's success in meeting its investment objectives.

In advertising, sales literature, publications or other materials, We may give
information on various topics of interest to Policyowners and prospective
Policyowners. These topics may include:

- the relationship between sectors of the economy and the economy
as a whole and its effect on various securities markets,
investment strategies and techniques (such as value investing,
market timing, dollar cost averaging, asset allocation and
account rebalancing);

- the advantages and disadvantages of investing in tax-deferred and
taxable investments;

- customer profiles and hypothetical payment and investment
scenarios;

- financial management and tax and retirement planning; or

- investment alternatives to certificates of deposit and other
financial instruments, including comparisons between the Policies
and the characteristics of and market for the financial
instruments.

At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
(A.M. Best), Moody's Investors Service ("Moody's"), Standard & Poor's Insurance
Rating Services (S&P) and Duff & Phelps. A.M. Best's and Moody's ratings reflect
their current opinion of the Company's relative financial strength and operating
performance in comparison to the norms of the life/heath insurance industry.
S&P's and Duff & Phelps' ratings measure the ability of an insurance company to
meet its obligations under insurance policies it issues do not measure the
ability of such companies to meet other non-policy obligations. The ratings also
do not relate to the performance of the underlying Portfolios.

In each table below, "One-Year Total Return" refers to the total of the income
generated by a Sub-Account, based on certain charges and assumptions as
described in the respective tables, for the one-year period ended December 31,
1998. "Average Annual Total Return" is based on the same charges and
assumptions, but reflects the hypothetical annually compounded return that would
have produced the same cumulative return if the Sub-Account's performance had
been constant over the entire period. Because average annual total returns tend
to smooth out variations in annual performance return, they are not the same as
actual year-by-year results.

F-2
77

TABLE I(A)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1998
SINCE INCEPTION OF THE SEPARATE ACCOUNT
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The data is net of expenses of the
underlying Funds, all Sub-Account charges, and all Policy charges (including
surrender charges) for a representative Policy. It is assumed that the Insured
is male, Age 36, standard (non-tobacco) Premium Class, that the Face Amount of
the Policy is $250,000, that an annual Premium payment of $3,000 was made at the
beginning of each Policy year, that all Premiums were allocated to each
Sub-Account individually, and that there was a full surrender of the Policy at
the end of the applicable period.

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

ONE-YEAR
TOTAL 5 10 YEARS OR LIFE
UNDERLYING FUND RETURN YEARS OF SUB-ACCOUNT (IF LESS)
- -------------------------------------------------- ------------------ -------------- -------------------------------------

Alger American Growth % % %
Alger American Leveraged AllCap % % %
Alger American MidCap Growth % % %
Alger American Small Capitalization % % %
Berger/BIAM IPT-International % % %
Berger IPT-Small Company Growth % % %
Dreyfus-Capital Appreciation % % %
Dreyfus-Growth and Income % % %
Dreyfus Socially Responsible % % %
Fidelity VIP Growth % % %
Fidelity VIP High Income % % %
Fidelity VIP Money Market % % %
Fidelity VIP Overseas % % %
Fidelity VIP II Asset Manager % % %
Fidelity VIP II Contrafund % % %
Fidelity VIP II Index 500 % % %
Fidelity VIP II Investment Grade Bond % % %
Fidelity VIP III Growth Opportunities % % %
Goldman Sachs VIT Capital Growth % % %
Goldman Sachs VIT CORE U.S. Equity % % %
Goldman Sachs VIT Global Income % % %
- -------------------------------------------------- ------------------ -------------- -------------------------------------

F-3
78

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

Goldman Sachs VIT Growth and Income % % %
Montgomery Variable Series: Emerging Markets % % %
Montgomery Variable Series: Growth % % %
Seligman Communications and Information % % %
Seligman Frontier % % %
- -------------------------------------------------- ------------------ -------------- -------------------------------------

The inception dates for the Sub-Accounts are:
Performance information reflects only the performance of a hypothetical
investment during the particular time period on which the calculations are
based. One-year total return and average annual total return figures are based
on historical earnings and are not intended to indicate future performance.
Performance information should be considered in light of the investment
objectives and policies, characteristics and quality of the portfolio of the
underlying Fund in which a Sub-Account invests and the market conditions during
the given time period, and should not be considered as a representation of what
may be achieved in the future.

F-4
79

TABLE I(B)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1998
SINCE INCEPTION OF THE SEPARATE ACCOUNT
EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The performance information is net of total
underlying Fund expenses and all Sub-Account charges. THE DATA DOES NOT REFLECT
THE MONTHLY DEDUCTION UNDER THE POLICY OR SURRENDER CHARGES. It is assumed that
an annual Premium payment of $3,000 was made at the beginning of each Policy
year and that ALL Premiums were allocated to EACH Sub-Account individually.

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

ONE-YEAR
TOTAL 5 10 YEARS OR LIFE
UNDERLYING FUND RETURN YEARS OF SUB-ACCOUNT (IF LESS)
- ------------------------------------------------- ------------------- ------------ ------------------------------------

Alger American Growth % % %
Alger American Leveraged AllCap % % %
Alger American MidCap Growth % % %
Alger American Small Capitalization % % %
Berger/BIAM IPT-International % % %
Berger IPT-Small Company Growth % % %
Dreyfus-Capital Appreciation % % %
Dreyfus-Growth and Income % % %
Dreyfus Socially Responsible % % %
Fidelity VIP Growth % % %
Fidelity VIP High Income % % %
Fidelity VIP Money Market % % %
Fidelity VIP Overseas % % %
Fidelity VIP II Asset Manager % % %
Fidelity VIP II Contrafund % % %
Fidelity VIP II Index 500 % % %
Fidelity VIP II Investment Grade Bond % % %
Fidelity VIP III Growth Opportunities % % %
Goldman Sachs VIT Capital Growth % % %
Goldman Sachs VIT CORE U.S. Equity % % %
Goldman Sachs VIT Global Income % % %
Goldman Sachs VIT Growth and Income % % %
- ------------------------------------------------- ------------------- ------------ ------------------------------------

F-5
80

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

ONE-YEAR
TOTAL 5 10 YEARS OR LIFE
UNDERLYING FUND RETURN YEARS OF SUB-ACCOUNT (IF LESS)
- ------------------------------------------------- ------------------- ------------ ------------------------------------

Montgomery Variable Series: Emerging Markets % % %
Montgomery Variable Series: Growth % % %
Seligman Communications and Information % % %
Seligman Frontier % % %
- ------------------------------------------------- ------------------- ------------ ------------------------------------

The inception dates for the Sub-Accounts are:

Performance information reflects only the performance of a hypothetical
investment during the particular time period on which the calculations are
based. One-year total return and average annual total return figures are based
on historical earnings and are not intended to indicate future performance.
Performance information should be considered in light of the investment
objectives and policies, characteristics and quality of the portfolio of the
underlying Fund in which a Sub-Account invests and the market conditions during
the given time period, and should not be considered as a representation of what
may be achieved in the future.

F-6
81

APPENDIX G
MONTHLY EXPENSE CHARGES

A Monthly Expense Charge is computed on the Date of Issue and on each increase
in Face Amount.

THE FACTORS USED TO COMPUTE THE MONTHLY EXPENSE CHARGES VARY WITH THE ISSUE AGE,
SEX, AND UNDERWRITING CLASS AS INDICATED IN THE TABLE BELOW.

MONTHLY EXPENSE CHARGES PER $1000 OF FACE AMOUNT

Age of
Issue or Male Male Female Female Unisex Unisex
Increase Non-Tobacco Tobacco Non-Tobacco Tobacco Non-Tobacco Tobacco
-------- ----------- ------- ----------- ------- ----------- -------

0 N/A $0.11 N/A $0.08 N/A $0.10
1 N/A $0.11 N/A $0.08 N/A $0.11
2 N/A $0.12 N/A $0.08 N/A $0.11
3 N/A $0.12 N/A $0.08 N/A $0.11
4 N/A $0.12 N/A $0.09 N/A $0.11
5 N/A $0.12 N/A $0.09 N/A $0.12
6 N/A $0.13 N/A $0.09 N/A $0.12
7 N/A $0.13 N/A $0.09 N/A $0.12
8 N/A $0.13 N/A $0.09 N/A $0.12
9 N/A $0.14 N/A $0.10 N/A $0.13
10 N/A $0.14 N/A $0.10 N/A $0.13
11 N/A $0.14 N/A $0.10 N/A $0.13
12 N/A $0.14 N/A $0.11 N/A $0.14
13 N/A $0.15 N/A $0.11 N/A $0.14
14 N/A $0.15 N/A $0.11 N/A $0.14
15 N/A $0.15 N/A $0.11 N/A $0.15
16 N/A $0.16 N/A $0.12 N/A $0.15
17 N/A $0.16 N/A $0.12 N/A $0.15
18 $0.12 $0.16 $0.11 $0.12 $0.12 $0.16
19 $0.13 $0.17 $0.11 $0.13 $0.12 $0.16
20 $0.13 $0.17 $0.12 $0.13 $0.13 $0.16
21 $0.13 $0.17 $0.12 $0.13 $0.13 $0.17
22 $0.14 $0.18 $0.12 $0.14 $0.13 $0.17
23 $0.14 $0.18 $0.12 $0.14 $0.14 $0.17
24 $0.15 $0.19 $0.13 $0.15 $0.14 $0.18
25 $0.15 $0.19 $0.13 $0.15 $0.15 $0.18
26 $0.15 $0.19 $0.13 $0.15 $0.15 $0.19
27 $0.16 $0.20 $0.14 $0.16 $0.15 $0.19
28 $0.16 $0.20 $0.14 $0.16 $0.16 $0.19
29 $0.17 $0.21 $0.14 $0.17 $0.16 $0.20
30 $0.17 $0.21 $0.15 $0.17 $0.17 $0.20
31 $0.17 $0.21 $0.15 $0.17 $0.17 $0.21
32 $0.18 $0.22 $0.15 $0.18 $0.17 $0.21
33 $0.18 $0.22 $0.15 $0.18 $0.18 $0.21
34 $0.19 $0.23 $0.16 $0.19 $0.18 $0.22
35 $0.19 $0.23 $0.16 $0.19 $0.18 $0.22

G-1
82

Age of
Issue or Male Male Female Female Unisex Unisex
increase Non-Tobacco Tobacco Non-Tobacco Tobacco Non-Tobacco Tobacco
-------- ----------- ------- ----------- ------- ----------- -------

36 $0.21 $0.25 $0.17 $0.21 $0.20 $0.24
37 $0.22 $0.27 $0.19 $0.22 $0.21 $0.26
38 $0.24 $0.29 $0.20 $0.24 $0.23 $0.28
39 $0.25 $0.31 $0.21 $0.25 $0.24 $0.29
40 $0.27 $0.33 $0.23 $0.27 $0.26 $0.31
41 $0.28 $0.34 $0.24 $0.28 $0.27 $0.33
42 $0.30 $0.36 $0.25 $0.30 $0.29 $0.35
43 $0.31 $0.38 $0.26 $0.31 $0.30 $0.37
44 $0.33 $0.40 $0.28 $0.33 $0.32 $0.39
45 $0.34 $0.42 $0.29 $0.34 $0.33 $0.40
46 $0.36 $0.44 $0.30 $0.36 $0.35 $0.42
47 $0.38 $0.46 $0.32 $0.37 $0.36 $0.44
48 $0.39 $0.48 $0.33 $0.39 $0.38 $0.46
49 $0.41 $0.50 $0.35 $0.40 $0.40 $0.48
50 $0.43 $0.52 $0.36 $0.42 $0.42 $0.50
51 $0.44 $0.54 $0.37 $0.43 $0.43 $0.52
52 $0.46 $0.56 $0.38 $0.45 $0.44 $0.53
53 $0.47 $0.57 $0.40 $0.46 $0.46 $0.55
54 $0.49 $0.59 $0.41 $0.48 $0.47 $0.57
55 $0.50 $0.61 $0.42 $0.49 $0.48 $0.59
56 $0.53 $0.65 $0.45 $0.52 $0.51 $0.62
57 $0.56 $0.69 $0.47 $0.55 $0.55 $0.66
58 $0.60 $0.72 $0.50 $0.58 $0.58 $0.70
59 $0.63 $0.76 $0.52 $0.61 $0.61 $0.73
60 $0.66 $0.80 $0.55 $0.64 $0.64 $0.77
61 $0.70 $0.82 $0.58 $0.67 $0.68 $0.79
62 $0.74 $0.83 $0.61 $0.71 $0.71 $0.81
63 $0.78 $0.85 $0.64 $0.74 $0.75 $0.83
64 $0.82 $0.86 $0.67 $0.78 $0.79 $0.85
65 $0.86 $0.88 $0.70 $0.81 $0.83 $0.87
66 $0.86 $0.88 $0.70 $0.80 $0.83 $0.86
67 $0.86 $0.87 $0.69 $0.80 $0.82 $0.86
68 $0.85 $0.87 $0.69 $0.79 $0.82 $0.85
69 $0.85 $0.86 $0.68 $0.79 $0.82 $0.85
70 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
71 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
72 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
73 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
74 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
75 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
76 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
77 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
78 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
79 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
80 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
81 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84

G-2

Age of
issue or Male Male Female Female Unisex Unisex
increase Non-Tobacco Tobacco Non-Tobacco Tobacco Non-Tobacco Tobacco
-------- ----------- ------- ----------- ------- ----------- -------

82 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
83 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
84 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84
85 $0.85 $0.86 $0.68 $0.78 $0.82 $0.84

EXAMPLES

For a male, Age 35, non-tobacco with a $100,000 Policy, the Monthly Expense
Charge (per table) would be: $19 ($0.19 x 100)

For a male, Age 50, non-tobacco with a $100,000 Policy, the Monthly Expense
Charge (per table) would be: $43 ($0.43 x 100)

For a male, Age 65, non-tobacco with a $100,000 Policy, the Monthly Expense
Charge (per table) would be: $86 ($0.86 x 100)

G-3
84
PART II - OTHER INFORMATION

UNDERTAKINGS

1. Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to
file with the Securities and Exchange Commission (the "SEC") such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the SEC theretofore or
hereafter duly adopted pursuant to authority conferred in that section.

2. Canada Life Insurance Company of America's By-Laws provide in Article
II, Section 10 as follows:

In addition to any indemnification to which a person may be entitled to
under common law or otherwise, each person who is or was a director, an
officer, or an employee of this Corporation, or is or was serving at
the request of the Corporation as a director, an officer, a partner, a
trustee, or an employee of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprises, whether profit
or not, shall be indemnified by the Corporation to the fullest extent
permitted by the laws of the State of Michigan as they may be in effect
from time to time. This Corporation may purchase and maintain
insurance on behalf of any such person against any liability asserted
against and incurred by such person in any such capacity or arising out
of his or her status as such, whether or not the corporation would have
power to indemnify such person against such liability under the laws of
the State of Michigan.

In addition, Sections 5241 and 5242 of the Michigan Insurance Code
generally provides that a corporation has the power ( and in some
instances the obligation) to indemnify a director, officer, employee or
agent of the corporation, or a person serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent
of another corporation or other entity (the "indemnities") against
reasonably incurred expenses in a civil, administrative, criminal or
investigative action, suit or proceeding if the indemnitee acted in
good faith in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders or
policyholders (or, in the case of a criminal action, if the indemnitee
had no reasonable cause to believe his or her conduct was unlawful).

3. Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the questions

II-1

whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

REPRESENTATIONS

Canada Life represents that the fees and charges deducted under the Policies,
in the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Canada Life.

CONTENTS OF REGISTRATION STATEMENT

This registration statement consists of the following papers and
documents:

The facing sheet.

The prospectus consisting of ___ pages.

Undertakings.

Representations.

The signatures.

Written consent or opinion of the following persons:

Charles MacPhaul (to be filed by amendment)
Ernst & Young (to be filed by amendment)

The following exhibits:

Exhibits required by paragraph A of instructions for Exhibits in Form N-8B-2:

(1) Certified resolutions of the board of directors of Canada Life
Insurance Company of America establishing Canada Life of America
Variable Life Account 1.

(2) Not Applicable.

(3)(a) Form of Underwriting Agreement among Canada Life Insurance
Company of America, Canada Life of America Financial Services,
Inc. and Canada Life of America Variable Life Account 1. (To be
filed by amendment.)

(b) Form of Distribution Agreement between Canada Life of America
Financial Services, Inc. and selling broker-dealers. (To be
filed by amendment.)

(4) Not Applicable.

(5)(a) Form of Contract.

II-2

(b) Children's term life rider. (To be filed by amendment.)

(d) Disability benefit rider. (To be filed by amendment.)

(e) Guaranteed insurability rider. (To be filed by amendment.)

(f) Protected insurability benefit rider. (To be filed by
amendment.)

(6)(a) Articles of Incorporation of Canada Life Insurance Company of
America.(1)

(b) By-Laws of Canada Life Insurance Company of America.(1)

(7) Not Applicable.

(8) Not Applicable.

(9) Participation/Distribution Agreement. (To be filed by
amendment.)

(10) Form of Contract Application.

2. Opinion of Counsel (To be filed by amendment.)

3. Not applicable.

4. Not applicable.

5. Financial data schedule. (To be filed by amendment.)

6. Not applicable.

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

(1) Incorporated herein by reference to exhibits filed with the
Post-Effective Amendment No. 13 to the registration statement on Form N-4 (File
No. 33--28889), filed on April 20, 1997.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Canada Life of America Variable Life Account 1
and Canada Life Insurance Company of America have caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in Fulton County, State of Georgia on this 25th day of
October, 1999.

CANADA LIFE OF AMERICA VARIABLE LIFE
ACCOUNT 1 (REGISTRANT)

By: CANADA LIFE INSURANCE COMPANY OF
AMERICA

Attest: /s/ By: /s/ R.E. BEETTAM
------------------------------------------- -------------------------------------------------
Rebecca Saferstein R.E. Beettam, President

By: CANADA LIFE INSURANCE COMPANY OF
AMERICA (DEPOSITOR)

Attest: /s/ By: /s/ R.E. BEETTAM
------------------------------------------- -------------------------------------------------
Rebecca Saferstein R.E. Beettam, President

As requested by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ R.E. BEETTAM Chairman, President and Director 10/25/99
- --------------------------------- -----------
R.E. Beettam

/s/ K.T. LEDWOS Director 10/20/99
- --------------------------------- -----------
K.T. Ledwos

/s/ D.A. LONEY Director 10/23/99
- -------------------------------- -----------
D.A. Loney

/s/ H.A. RACHFALOWSKI Director 10/26/99
- -------------------------------- -----------
H.A. Rachfalowski

/s/ T.C. SCOTT Director 10/20/99
- --------------------------------- -----------
T.C. Scott

/s/ S.H. ZIMMERMAN Director 10/20/99
- --------------------------------- -----------
S.H. Zimmerman

/s/ G.N. ISAAC Treasurer 10/26/99
- --------------------------------- -----------
G.N. Isaac