Exhibit 1.A.(5)(a)

                                                                        3E-40-02
 [GENERAL AMERICAN LOGO]                             POLICY NUMBER: [16,000,001]
 LIFE INSURANCE COMPANY
ST. LOUIS, MISSOURI 63166

                                                             INSURED: [JOHN DOE]




                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                NON-PARTICIPATING

Flexible Premiums are payable during the lifetime of the Insured to Attained Age
100. Upon our receipt of proof of the Insured's death, we will pay the Policy
Proceeds to the Beneficiary. This Policy must be in force. We may request that
the Policy be returned to us after death occurs. Any payment will be subject to
all of the provisions and conditions on this and the following pages of this
Policy.

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED IN THE POLICY BENEFITS
SECTION.

THE POLICY'S CASH VALUE CAN VARY FROM DAY TO DAY. IT CAN INCREASE OR DECREASE,
DEPENDING ON THE SEPARATE ACCOUNT INVESTMENT EXPERIENCE AND ON THE GENERAL
ACCOUNT INTEREST. SEE THE SEPARATE ACCOUNT PROVISION AND THE GENERAL ACCOUNT
CASH VALUE PROVISION.



                             RIGHT TO EXAMINE POLICY

You may return this Policy or an increase in Face Amount to us or to one of our
agents within [10] days from the date you receive it. If you return the Policy
within this period, we will refund any premium paid and the Policy will be void
from the start. If you return an increase in Face Amount within this period, we
will restore to this Policy's Cash Value the Monthly Deductions plus any Face
Amount Increase Administration Charge for the increase.

This Policy is a legal contract between the Policy Owner and General American
Life Insurance Company. PLEASE READ YOUR CONTRACT CAREFULLY.


Signed for the Company at its Home Office, [St. Louis, Missouri 63128.
(1-800-638-9294)]


   /s/ Matthew P. McCauley                                /s/ Kevin Eichner

 VP, GENERAL COUNSEL,                                     PRESIDENT AND CEO
    AND SECRETARY

                        ALPHABETIC GUIDE TO YOUR CONTRACT



Section
         
4           Addition, Deletion or Substitution of Investments
6           Allocation of Net Premiums
8           Asset Charge
2           Assignments
8           Basis of Computation
2           Beneficiary
8           Cash Surrender Value
8           Cash Values
8           Cash Value After Attained Age 100
5           Change in Death Benefit Option
5           Change in Face Amount
3           Change of Insured
2           Change of Owner or Beneficiary
3           Claims of Creditors
5           Continuation of the Policy Beyond Attained Age 100
3           Contract
3           Conversion Rights
5           Death Benefit
1           Definitions
5           Definition of Life Insurance
4           Divisions
6           Federal Tax Charge
8           General Account Cash Value
8           General Account Interest Rate
6           Grace Period
3           Incontestability
9           Interest on Proceeds
1           Issue Date
8           Loan Account Cash Value
7           Loans
3           Misstatement of Age or Sex and Corrections
8           Monthly Administration and Issue Expense Charge
8           Monthly Cost of Insurance
8           Monthly Cost of Insurance Rates
8           Monthly Deduction
8           Monthly Policy Charge
8           Net Investment Factor
6           Net Premium
6           No Lapse Period
2           Owner
8           Partial Withdrawals
9           Payment of Policy Benefits
6           Payment of Premiums
6           Percent of Premium Charge
5           Policy Changes
1           Policy Date
5           Policy Proceeds
8           Postponement of Payments or Transfers
6           Premium Tax Charge
6           Reinstatement
2           Requests for Changes and/or Information
8           Separate Account Cash Value
4           Separate Account Provisions
3           Statements in Application
3           Suicide Exclusion
8           Surrender
8           Surrender Charge
4           Transfer
3           Unisex Basis
8           Variable Accumulation Units


Additional Benefit Riders, Modifications and Amendments, if any, and a copy of
the Application are found following the final section.

POLICY SPECIFICATIONS


                          GENERAL POLICY SPECIFICATIONS


                                                            
INSURED                                                               [JOHN DOE]
POLICY NUMBER                                                       [16,000,001]
ISSUE DATE                                                     [JANUARY 1, 2002]
POLICY DATE                                                    [JANUARY 1, 2002]
FACE AMOUNT                                                            [$50,000]
DEATH BENEFIT OPTION                                                  [OPTION A]
INSURED AGE                                                                 [35]
SEX                                                                       [MALE]
RISK CLASSIFICATION                                            [STANDARD SMOKER]
PLANNED ANNUAL PREMIUM:
        1ST YEAR                                                       [$732.50]
        YEARS 2+                                                       [$732.50]
QUALIFIED ROLLOVER PREMIUM                                               [$0.00]
NO LAPSE ANNUAL PREMIUM                                                [$732.50]
NO LAPSE PREMIUM DATE                                          [JANUARY 1, 2007]
MAXIMUM PREMIUM TAX CHARGE                                                [2.5%]
MAXIMUM FEDERAL TAX CHARGE                                               [1.25%]
MAXIMUM PERCENT OF PREMIUM CHARGE                                           [5%]
MAXIMUM PERCENT OF PREMIUM
  CHARGE QUALIFIED ROLLOVER PREMIUM                                         [0%]




           BENEFITS   -     AS SPECIFIED IN POLICY AND IN ANY RIDER
           POLICY PLAN:     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

POLICY SPECIFICATIONS (CONTINUED)


                                                                            
SEPARATE ACCOUNT                                                               [SEPARATE ACCOUNT 11 ]
MAXIMUM NUMBER OF ACCOUNTS                                                                       [49]
GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE                                              [3%]
GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT                                                     [100%]
GENERAL ACCOUNT MAXIMUM WITHDRAWAL PERCENT LIMIT                                                [25%]
MONTHLY DISCOUNT FACTOR                                                                   [1.0024663]
MAXIMUM MONTHLY ASSET CHARGE PERCENTAGE:
        YEARS 1 - 10                                                                     [0.0583333%]
        YEARS 11 - 20                                                                    [0.0291667%]
        YEARS 21 +                                                                       [0.0208333%]
MAXIMUM ANNUAL ASSET CHARGE PERCENTAGE:
        YEARS 1 - 10                                                                          [0.70%]
        YEARS 11 - 20                                                                         [0.35%]
        YEARS 21 +                                                                            [0.25%]
MAXIMUM MONTHLY POLICY CHARGE:
        1st YEAR                                                                             [$25.00]
        YEARS 2 +                                                                             [$6.00]
MAXIMUM MONTHLY ADMINISTRATION AND ISSUE EXPENSE CHARGE RATE:
        YEARS 1 - 10                                                                        [$0.1501]
        YEARS 11 +                                                                               [$0]
MAXIMUM LOAN INTEREST CHARGE RATE                                                             [3.50%]
MINIMUM LOAN AND WITHDRAWAL AMOUNT                                                          [$500.00]
MAXIMUM NUMBER OF TRANSFERS OR WITHDRAWALS                                                       [12]
MINIMUM FACE AMOUNT                                                                         [$50,000]
MINIMUM FACE AMOUNT INCREASE                                                                [$10,000]
MINIMUM FACE AMOUNT DECREASE                                                                [$10,000]
MAXIMUM FACE AMOUNT INCREASE ADMINISTRATION CHARGE                                          [$100.00]
MAXIMUM PROCESSING CHARGE                                                                    [$25.00]
GUARANTEED INTEREST RATE ON PROCEEDS                                                           [3.0%]
7702 TABLE                                                            [1980 CSO MORTALITY TABLE FOR A
                                                                   MALE SMOKER, AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION                                                  [1980 CSO MORTALITY TABLE FOR A
        OF MINIMUM CASH VALUES                                     MALE SMOKER, AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION INTEREST RATE                                                             [4.0%]


IF THE INITIAL PREMIUM PAID AND SUBSEQUENT PREMIUMS PROVE TO BE TOO LOW,
COVERAGE PROVIDED BY THIS POLICY MAY CEASE.

                TABLE OF MAXIMUM MONTHLY COST OF INSURANCE RATES
                              RATES ARE PER $1,000

INSURED: [JOHN DOE]
COVERAGE: [FPVL]
ISSUE DATE: [JANUARY 1, 2002]
POLICY NUMBER: [16,000,001]



 ATTAINED AGE      RATE      ATTAINED AGE       RATE        ATTAINED AGE       RATE
                                                               
      35          0.2192          57           1.5075            79            9.4575
      36          0.2342          58           1.6408            80           10.1325
      37          0.2533          59           1.7792            81           10.8675
      38          0.2750          60           1.9325            82           11.6833
      39          0.3000          61           2.1050            83           12.5858
      40          0.3283          62           2.2992            84           13.5408
      41          0.3617          63           2.5192            85           14.5167
      42          0.3958          64           2.7617            86           15.4817
      43          0.4350          65           3.0242            87           16.4217
      44          0.4758          66           3.2975            88           17.4475
      45          0.5225          67           3.5842            89           18.4600
      46          0.5692          68           3.8792            90           19.4742
      47          0.6200          69           4.1933            91           20.5100
      48          0.6733          70           4.5400            92           21.6108
      49          0.7333          71           4.9242            93           23.0250
      50          0.7967          72           5.3608            94           24.8458
      51          0.8700          73           5.8525            95           27.4967
      52          0.9517          74           6.3883            96           32.0458
      53          1.0450          75           6.9808            97           40.0167
      54          1.1500          76           7.5917            98           54.8317
      55          1.2617          77           8.2100            99           83.3333
      56          1.3825          78           8.8258           100+          0.0000


THESE RATES ARE FOR THE BASE POLICY AT ISSUE. THEY ARE BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY MORTALITY TABLE [FOR A MALE SMOKER].

                            TABLE OF CORRIDOR FACTORS

INSURED: [JOHN DOE]
COVERAGE: [FPVL]
ISSUE DATE: [JANUARY 1, 2002]
POLICY NUMBER: [16,000,001]

DEFINITION OF LIFE
INSURANCE TEST:           [GUIDELINE PREMIUM TEST]

[TABLE OF GUIDELINE PREMIUM CORRIDOR FACTORS]



 ATTAINED AGE    FACTOR      ATTAINED AGE       FACTOR       ATTAINED AGE      FACTOR
                                                                
      35          2.50            57             1.42             79            1.05
      36          2.50            58             1.38             80            1.05
      37          2.50            59             1.34             81            1.05
      38          2.50            60             1.30             82            1.05
      39          2.50            61             1.28             83            1.05
      40          2.50            62             1.26             84            1.05
      41          2.43            63             1.24             85            1.05
      42          2.36            64             1.22             86            1.05
      43          2.29            65             1.20             87            1.05
      44          2.22            66             1.19             88            1.05
      45          2.15            67             1.18             89            1.05
      46          2.09            68             1.17             90            1.05
      47          2.03            69             1.16             91            1.04
      48          1.97            70             1.15             92            1.03
      49          1.91            71             1.13             93            1.02
      50          1.85            72             1.11             94            1.01
      51          1.78            73             1.09             95            1.01
      52          1.71            74             1.07             96            1.01
      53          1.64            75             1.05             97            1.01
      54          1.57            76             1.05             98            1.01
      55          1.50            77             1.05             99            1.01
      56          1.46            78             1.05             100           1.00


                            SURRENDER CHARGE SCHEDULE

INSURED: [JOHN DOE]
COVERAGE: [FPVL]
ISSUE DATE: [JANUARY 1, 2002]
POLICY NUMBER: [16,000,001]



               MAXIMUM                      MAXIMUM                     MAXIMUM
 POLICY       SURRENDER       POLICY       SURRENDER      POLICY       SURRENDER
 MONTH          CHARGE         MONTH         CHARGE        MONTH         CHARGE
                                                        
  1-12         $220.05          48          $146.70         84           $73.35
   13           218.01          49           144.66         85           71.31
   14           215.98          50           142.63         86           69.28
   15           213.94          51           140.59         87           67.24
   16           211.90          52           138.55         88           65.20
   17           209.86          53           136.51         89           63.16
   18           207.83          54           134.48         90           61.13
   19           205.79          55           132.44         91           59.09
   20           203.75          56           130.40         92           57.05
   21           201.71          57           128.36         93           55.01
   22           199.68          58           126.33         94           52.98
   23           197.64          59           124.29         95           50.94
   24           195.60          60           122.25         96           48.90
   25           193.56          61           120.21         97           46.86
   26           191.53          62           118.18         98           44.83
   27           189.49          63           116.14         99           42.79
   28           187.45          64           114.10         100          40.75
   29           185.41          65           112.06         101          38.71
   30           183.38          66           110.03         102          36.68
   31           181.34          67           107.99         103          34.64
   32           179.30          68           105.95         104          32.60
   33           177.26          69           103.91         105          30.56
   34           175.23          70           101.88         106          28.53
   35           173.19          71           99.84          107          26.49
   36           171.15          72           97.80          108          24.45
   37           169.11          73           95.76          109          22.41
   38           167.08          74           93.73          110          20.38
   39           165.04          75           91.69          111          18.34
   40           163.00          76           89.65          112          16.30
   41           160.96          77           87.61          113          14.26
   42           158.93          78           85.58          114          12.23
   43           156.89          79           83.54          115          10.19
   44           154.85          80           81.50          116           8.15
   45           152.81          81           79.46          117           6.11
   46           150.78          82           77.43          118           4.08
   47           148.74          83           75.39          119           2.04
                                                            120           0.00


                      1.  DEFINITIONS IN THIS POLICY

WE, US AND OUR        General American Life Insurance Company.

YOU AND YOUR          The Owner of this Policy.

                      In the application the words "you" and "your" refer to the
                      proposed Insured person(s).

INSURED               The person whose life is insured under this Policy. See
                      the Policy Specifications page.

ISSUE AGE             The age of the Insured as of his or her nearest birthday
                      to the Policy Date.

ATTAINED AGE          The Issue Age plus the number of completed policy years.
                      This includes any period during which this Policy was
                      lapsed.

ISSUE DATE            The effective date of the coverage under this Policy is
                      the Issue Date shown on the Policy Specifications page. It
                      is also the date from which the contestable and suicide
                      periods are measured.

POLICY DATE           The date from which policy anniversaries, policy years,
                      and policy months are measured. It is the Policy Date
                      shown on the Policy Specifications page.

INVESTMENT START      The date as of when the first premium is applied to the
DATE                  General Account and/or the Divisions of the Separate
                      Account. This date will be the later of:

                      1.   The Policy Date of the Policy; and

                      2.   The date we receive the first premium at our Home
                           Office or any other office designated by us.

QUALIFIED ROLLOVER    The amount of premium, if any, that was paid as a result
PREMIUM               of replacing an existing life insurance policy or annuity
                      contract issued by us or any of our affiliates we consent
                      to with this Policy. This premium will not be less than
                      that shown on the Policy Specifications page.

MONTHLY ANNIVERSARY   The same date in each succeeding month as the Policy Date
                      except that whenever the monthly anniversary falls on a
                      date other than a Valuation Date, the monthly anniversary
                      will be deemed the next Valuation Date. If any monthly
                      anniversary would be the 29th, 30th, or 31st day of a
                      month that does not have that number of days, then the
                      monthly anniversary will be the last day of that month.

GENERAL ACCOUNT       The assets held by us, excluding any Loan, other than
                      those allocated to the Divisions of the Separate Account
                      or any other Separate Account.

SEPARATE ACCOUNT      A separate investment account created by us to receive and
                      invest Net Premiums received for this Policy or other
                      policies.

LOAN ACCOUNT          The account to which we will transfer from the General
                      Account and the Divisions of the Separate Account the
                      amount of any Loan.

LOAN SUBACCOUNT       A Loan SubAccount exists for the General Account and each
                      Division of the Separate Account. Any Cash Value
                      transferred to the Loan Account will be allocated to the
                      appropriate Loan SubAccount to reflect the origin of the
                      Cash Value. At any point in time, the Loan Account will
                      equal the sum of all the Loan SubAccounts.

VALUATION DATE        Each day that the New York Stock Exchange is open for
                      trading and the SEC has not restricted trading or declared
                      an emergency. Each Valuation Date ends at the close of
                      regular trading on the New York Stock Exchange.

VALUATION PERIOD      The period between the end of two successive Valuation
                      Dates.

SEC                   The United States Securities and Exchange Commission

                      2.  PERSONS WITH AN INTEREST IN THE POLICY

OWNER                 The Owner of the Policy is named in the Application (see
                      copy attached); but, the Owner can be changed. The new
                      owner will succeed to all rights of the Owner, including
                      the right to make a further change of Owner. If there is
                      more than one owner at a given time, all must exercise the
                      rights of ownership by joint action. Ownership may be
                      changed in accordance with the Change of Owner or
                      Beneficiary provision.

                      The Owner may be someone other than the Insured and may be
                      a person, a partnership, a corporation, a fiduciary or any
                      other legal entity. At the death of the Owner, his or her
                      estate will be the Owner, unless a successor Owner has
                      been named. The rights of the Owner will end at the death
                      of the Insured, except for Payment of Policy Benefits.

BENEFICIARY           The Beneficiary is named in the Application (see copy
                      attached); but the Beneficiary can be changed before the
                      death of the Insured. An irrevocable beneficiary cannot be
                      changed without his or her consent. The Beneficiary can be
                      a person, a corporation, a partnership, a fiduciary or any
                      other legal entity. A person must survive the Insured to
                      qualify as Beneficiary. If none survives, the proceeds
                      will be paid to the Owner.

                      Any payment we make will terminate our liability with
                      respect to such payment.

CHANGE OF OWNER OR    During the Insured's lifetime you may change the ownership
BENEFICIARY           and beneficiary designations, subject to any restrictions
                      as stated in the Owner or Beneficiary provisions. You must
                      make the change in written form satisfactory to us. If
                      acceptable to us the change will take effect as of the
                      time you signed the request, whether or not the Insured is
                      living when we receive your request at our Home Office or
                      any other office designated by us. The change will be
                      subject to any assignment of this Policy or other legal
                      restrictions. It will also be subject to any payment we
                      made or action we took before we received your written
                      notice of the change.

ASSIGNMENTS           An absolute assignment of the Policy by the Owner is a
                      change of Owner and Beneficiary to the assignee. A
                      collateral assignment of the Policy by the Owner is not a
                      change of Owner or Beneficiary; but their rights will be
                      subject to the terms of the assignment. Assignments will
                      be subject to all payments made and actions taken by us
                      before a signed copy of the assignment is received by us
                      at our Home Office or any other office designated by us.
                      We will not be responsible for determining whether or not
                      an assignment is valid.

DESIGNATION OF OWNER  A numbered sequence can be used to name successive Owners
AND BENEFICIARY       or Beneficiaries. Co-Beneficiaries will receive equal
                      shares unless otherwise stated.

                      In naming Owners or Beneficiaries, unless otherwise
                      stated:

                      1.   "Child" includes an adopted or posthumous child;

                      2.   "Provision for issue" means that if a Beneficiary
                           does not survive the Insured, the share of that
                           Beneficiary will be taken by his or her living issue
                           by right of representation; and

                      3.   A family relation such as "wife", "husband" or
                           "child" means relation to the Insured.

                      At the time for payment of benefits, the company can rely
                      on an affidavit of any Owner or other responsible person
                      to determine family relations or members of a class.

REQUESTS FOR          Submit all requests for change and/or information in
CHANGES AND/OR        writing to our Home Office or any office designated by us.
INFORMATION

                      3.  GENERAL PROVISIONS

THE CONTRACT          We have issued this Policy in consideration of the
                      Application and payment of premiums. The Policy, the
                      Application, any riders, any endorsements and any
                      application for an increase in Face Amount constitute the
                      entire contract and are made a part of the Policy when the
                      insurance applied for is accepted. The Policy may be
                      changed by mutual agreement. Any change must be in writing
                      and approved by our President, Executive Vice-President or
                      Secretary. our agents have no authority to alter or modify
                      any terms, conditions, or agreements of this Policy, or to
                      waive any of its provisions.

STATEMENTS IN         All statements made by the Insured or on his or her
APPLICATION           behalf, or by the applicant, will be deemed
                      representations and not warranties, except in the case of
                      fraud. Material misstatements will not be used to void the
                      Policy, any rider or any increase in Face Amount or deny a
                      claim unless made in the Application for the Policy, a
                      rider or an increase in Face Amount.

CLAIMS OF CREDITORS   To the extent permitted by law, neither the Policy nor any
                      payment under it will be subject to the claims of
                      creditors or to any legal process.

CONVERSION RIGHTS     While your Policy is in force, you have a one time right
                      during the first two policy years to transfer all of your
                      Cash Value from the Divisions of Separate Account to the
                      General Account.

                      If, at any time during the first two policy years, you
                      request in writing the transfer of the Cash Value held in
                      the Divisions of Separate Account to the General Account
                      and you indicate that you are making this transfer in
                      exercise of your conversion rights, the transfer will not
                      be subject to a transfer charge or transfer limits, if
                      any. At the time of such transfer, there will not be any
                      effect on the Policy's Death Benefit, Face Amount, Net

                      Amount at Risk, Risk Classification or Issue Age.

                      If you exercise your one time conversion right, we will
                      automatically allocate all future Net Premiums to the
                      General Account. That allocation cannot be changed and no
                      future transfers will be allowed.

MISSTATEMENT OF AGE   If there is a misstatement of age or sex in the
OR SEX AND            Application, the amount of the Death Benefit will be that
CORRECTIONS           which would be purchased by the most recent Monthly
                      Deduction at the correct age and sex.

                      If we make any payment or policy changes in good faith,
                      relying on our records, or evidence supplied to us, our
                      duty will be fully discharged. We reserve the right to
                      correct any errors in the Policy.

UNISEX BASIS          If the Sex shown on the Policy Specifications pages
                      indicates Unisex, each policy, endorsement or rider
                      provision that contains any differences based on sex is
                      modified to provide for males and females the same: rates;
                      benefits; and values.

INCONTESTABILITY      We cannot contest this Policy after it has been in force
                      during the lifetime of the Insured for two years from its
                      Issue Date. We cannot contest an increase in Face Amount
                      with regard to material misstatements made concerning such
                      increase after it has been in force during the lifetime of
                      the Insured for two years from its effective date. We
                      cannot contest a Death Benefit increase caused by a
                      premium payment which required evidence of insurability
                      after a period of two years from the date We received the
                      premium payment. This provision will not apply to any
                      rider that contains its own incontestability clause.

SUICIDE EXCLUSION     If the Insured dies by suicide, while sane or insane,
                      within two years from the Issue Date, the amount payable
                      will be limited to the amount of premiums paid; less any
                      outstanding Loan and Loan Interest to the date of death;
                      and less any partial withdrawals.

                      If the Insured, while sane or insane, commits suicide
                      within two years after the effective date of any increase
                      in Face Amount, the Death Benefit for that increase will
                      be limited to the Monthly Deductions for the increase.

CHANGE OF INSURED     While this Policy is in force, you may change the Insured.
                      To do this, you must meet the requirements established by
                      us. Any rider attached to this Policy may be continued
                      only with our consent. We reserve the right to charge a
                      nominal fee for processing a change of Insured. This fee
                      will not exceed the Maximum Processing Charge shown on the
                      Policy Specifications page.

                      There will be a change cost if there is an increase in the
                      Net Cash Value as a result of the change.

                      There will be a change credit payable to you if there is a
                      decrease in the Net Cash Value as a result of the change.

                      A detailed statement of the methods of computing the
                      change cost and change credit have been filed, where
                      required, with the Insurance Department of the state in
                      which the Policy is delivered.

PERIODIC REPORT       Each year, or more often if required by law or regulation,
                      a report will be sent to you which shows the current
                      Policy values, premiums paid and deductions made since the
                      last report, any outstanding Loan, and any other
                      information required by law or regulation.

ILLUSTRATION OF       You may make a written request to us for an illustration
BENEFITS AND VALUES   of Cash Values and Death Benefits. We may charge a nominal
                      fee for any requested illustration after the first in each
                      policy year. This fee will not exceed the Maximum
                      Processing Charge shown on the Policy Specifications page.

                      4.  SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT      The variable benefits under this Policy are provided
                      through investments in the Separate Account. This account
                      is used for flexible premium variable life insurance
                      policies and, if permitted by law, may be used for other
                      policies or contracts as well.

                      We hold the assets of the Separate Account. These assets
                      are held separately from the assets held in the General
                      Account. Income, gains and losses---whether or not
                      realized---from assets allocated to the Separate Account
                      will be credited to or charged against the account without
                      regard to our other income, gains or losses.

                      The portion of the assets held by the Separate Account
                      equal to the reserves and other policy liabilities with
                      respect to the Separate Account will not be charged with
                      liabilities that arise from any other business we may
                      conduct. We have the right to transfer to our General
                      Account any assets of the Separate Account which are in
                      excess of the reserves and other policy liabilities of the
                      Separate Account.

                      Net Premium allocations and requests for transfers, future
                      allocation changes, Loans, partial withdrawals, and
                      surrenders will be effective as of the end of the
                      Valuation Period during which we receive the premium
                      payment or the request in a form satisfactory to us.

                      The Separate Account is registered with the Securities and
                      Exchange Commission as a unit investment trust under the
                      Investment Company Act of 1940. The Separate Account is
                      also subject to the laws of the State of Missouri, which
                      regulate the operations of insurance companies
                      incorporated in Missouri. The investment policy of the
                      Separate Account will not be changed without the approval
                      of the Insurance Commissioner of the State of Missouri.
                      The approval process is on file with the insurance
                      commissioner of the state in which this Policy was
                      delivered.

DIVISIONS             The Separate Account has several Divisions. Each Division
                      invests in shares of registered investment companies or
                      other pools of investment assets.

                      Income, gains and losses---whether or not realized---from
                      the assets of each Division of the Separate Account are
                      credited to or charged against that Division without
                      regard to income, gains or losses in other Divisions of
                      the Separate Account or in the General Account.

                      We will value the assets of each Division of the Separate
                      Account at the end of each Valuation Period.

                      The values and benefits of a policy depend on: the
                      investment performance of the portfolios in which the
                      Divisions are invested; and the interest credited

                      to the General Account. We do not guarantee the investment
                      performance of the portfolios of the Divisions. You bear
                      the investment risk for amounts invested in the Divisions
                      for your Policy.

TRANSFERS             After the Right to Examine Policy period, and if you have
                      not exercised your conversion rights, you may transfer
                      amounts as follows:

                      1.   Between the General Account and the Divisions of
                           Separate Account; or

                      2.   Among the Divisions of Separate Account.

                      These transfers will be subject to the following
                      conditions:

                      1.   We must receive a request for transfer in a form
                           acceptable to us.

                      2.   Except with our consent, the number of transfers in
                           each policy year will be limited to the Maximum
                           Number of Transfers or Withdrawals shown on the
                           Policy Specifications page. If we consent to more
                           than that in a policy year, we may impose a charge
                           not to exceed the Maximum Processing Charge shown on
                           the Policy Specifications page.

                      3.   The maximum amount of all transfers and partial
                           withdrawals from the General Account (the General
                           Account Maximum) in any policy year will be the
                           greater of a. and b.

                           a.  The Cash Surrender Value of the General Account
                               at the beginning of that policy year times the
                               General Account Maximum Withdrawal Percent Limit,
                               as shown on the Policy Specifications page.

                           b.  The previous policy year's General Account
                               Maximum withdrawal amount.

                               However, if less than $100 would remain in the
                               General Account after the transfer, you can
                               transfer the remainder to the Divisions of the
                               Separate Account.

                               The General Account Cash Value immediately after
                               any transfer to the General Account cannot exceed
                               i., below, times ii., below:

                               i.  The General Account Cash Value plus the
                                   Separate Account Cash Value.

                               ii. The General Account Maximum Allocation
                                   Percent as shown on the Policy Specifications
                                   page.

ADDITION, DELETION    We reserve the right, subject to compliance with
OR SUBSTITUTION OF    applicable law, to make additions to, deletions from, or
INVESTMENTS           substitutions for the shares of a fund that are held by
                      the Separate Account or that the Separate Account may
                      purchase. We reserve the right to eliminate the shares of
                      any of the funds of this Policy and to substitute shares
                      of another fund of a registered investment company if the
                      shares or funds are no longer available for investment or
                      if in our judgement, further investment in any fund should
                      become inappropriate in view of the purpose of the Policy.
                      We will not substitute any shares attributable to the
                      Owner's interest in a Division of the Separate Account

                      without notice to the Owner and compliance with the
                      Investment Company Act of 1940. This will not prevent the
                      Separate Account from purchasing other securities for
                      other series or classes of policies or from permitting
                      conversion between series or classes of policies or
                      contracts on the basis of requests made by owners.

                      We reserve the right to establish additional Divisions of
                      the Separate Account which would invest in shares of
                      registered investment companies or other pools of
                      investment assets and to make such Divisions available to
                      such class or series of policies as we deem appropriate.
                      We also reserve the right to eliminate, close or combine
                      existing Divisions of the Separate Account or to transfer
                      assets between Divisions.

                      If we consider it to be in the best interest of persons
                      having voting rights under the policies, the Separate
                      Account may be operated as a management company under the
                      Investment Company Act of 1940; it may be deregistered
                      under that Act in the event registration is no longer
                      required; it may be combined with other separate accounts;
                      or its assets may be transferred to other separate
                      accounts.

                      5.  POLICY BENEFITS

POLICY PROCEEDS       The Policy Proceeds are:

                      1.   The Death Benefit under the Death Benefit Option then
                           in effect; plus

                      2.   The Monthly Cost of Insurance for the portion of the
                           policy month from the date of death to the end of the
                           policy month of death; less

                      3.   Any payment due under the Grace Period provision as
                           of the date of death; less

                      4.   Any Loan and Loan Interest due.

DEFINITION OF LIFE    This Policy is intended to qualify as a life insurance
INSURANCE             contract under the Internal Revenue Code (called "the
                      Code") and any interpretive regulation or rulings by the
                      Internal Revenue Service. The Code provides two tests to
                      determine whether the Policy meets the definition of a
                      life insurance contract: the Cash Value Accumulation Test;
                      and the Guideline Premium Test. The Test, as chosen in the
                      Application, cannot be changed. The Table of Corridor
                      Factors shows the Test chosen for this Policy.

                      For either Test, the Death Benefit will not be less than:
                      the Policy's Cash Value; times the applicable Attained Age
                      Factor as shown on the Table of Corridor Factors page. If
                      you choose the Cash Value Accumulation Test, the Table
                      shown on the Table of Corridor Factors page will be the
                      Table of Net Single Premium Corridor Factors. If you
                      choose the Guideline Premium Test, the Table shown on the
                      Table of Corridor Factors page will be the Table of
                      Guideline Premium Factors. The Guideline Premium Corridor
                      Factors are based on the percentages as currently
                      described in Section 7702(d) of the Internal Revenue Code
                      of 1986.

DEATH BENEFIT         Prior to the Insured's Attained Age 100, the Death Benefit
                      depends upon the Death Benefit Option in effect on the
                      date of the Insured's death. The Death Benefit Option in
                      effect is shown on the Policy Specifications page or on
                      the Policy Specifications page for Policy Change, if any.

                      DEATH BENEFIT OPTION A:

                      The Death Benefit is the greater of:

                      1.   The Face Amount; and

                      2.   The death benefit required by the Cash Value
                           Accumulation Test or the Guideline Premium Test,
                           depending on the Definition of Life Insurance Test
                           chosen at the time of Application for the Policy.

                      DEATH BENEFIT OPTION B:

                      The Death Benefit is the greater of:

                      1.   The Face Amount plus the Cash Value on the date of
                           death; and

                      2.   The death benefit required by the Cash Value
                           Accumulation Test or the Guideline Premium Test,
                           depending on the Definition of Life Insurance Test
                           chosen at the time of Application for the Policy.

CONTINUATION OF THE   If this Policy is in force on or after the Insured's
POLICY AFTER          Attained Age 100 and if the age of the Insured on the
ATTAINED AGE 100      Issue Date is Attained Age 80 or younger, the Death
                      Benefit will be equal to the greater of:

                      1.   The Cash Value on the date the Policy Proceeds become
                           payable; and

                      2.   The lesser of: the Face Amount of the Policy as of
                           the policy anniversary on which the Insured is
                           Attained Age 100; and the Face Amount of the Policy
                           on the policy anniversary on which the Insured is
                           Attained Age 80.

                      If this Policy is in force on or after the Insured's
                      Attained Age 100 and if the age of the Insured on the
                      Issue Date is Attained Age 81 or older, the Death Benefit
                      will be equal to the Cash Value on the date the Policy
                      Proceeds become payable.

                      PLEASE NOTE: THIS POLICY MAY NOT QUALIFY AS A LIFE
                      INSURANCE CONTRACT UNDER THE CODE ON OR AFTER THE
                      INSURED'S ATTAINED AGE 100 AND MAY BE SUBJECT TO TAX
                      CONSEQUENCES. PLEASE CONSULT A TAX ADVISOR PRIOR TO
                      CONTINUING THE POLICY BEYOND THE INSURED'S ATTAINED AGE
                      100. IT IS POSSIBLE THAT INSURANCE COVERAGE MAY NOT
                      CONTINUE EVEN IF PLANNED PREMIUMS ARE PAID IN A TIMELY
                      MANNER.

POLICY CHANGES        You may request policy changes at any time unless we
                      specifically indicate otherwise within this Policy. We
                      reserve the right to not allow policy changes in the first
                      policy year and to limit the number of changes to one per
                      policy year. The types of changes allowed are explained
                      below.

                      We will send you a Policy Specifications page for Policy
                      Change when there is a policy change.

                      No change will be permitted that would result in this
                      Policy not satisfying the definition of a life insurance
                      contract under the Internal Revenue Code of 1986 or any
                      applicable successor provision.

CHANGE IN FACE        The Face Amount may be changed by sending us a written
AMOUNT                request.

                      Any requested decrease in Face Amount will be subject to
                      the following conditions:

                      1.   A request for decrease cannot be made until after the
                           first policy year.

                      2.   The requested decrease will become effective on the
                           monthly anniversary on or following receipt of the
                           request at our Home Office or any other office
                           designated by us.

                      3.   The requested decrease will reduce the Face Amount in
                           the following order:

                           a.  The Face Amount provided by the most recent
                               applied for increase;

                           b.  Face Amounts provided by the next most recent
                               applied for increases, successively;

                           c.  The Face Amount provided by any Adjustable
                               Benefit Term Rider; and

                           d.  The initial Face Amount plus any increase in Face
                               Amount provided by a change in Death Benefit
                               Option.

                      4.   The Face Amount remaining in force after any
                           requested decrease may not be less than the Minimum
                           Face Amount shown on the Policy Specifications page.

                      5.   Any requested decrease must be at least the Minimum
                           Face Amount Decrease as shown on the Policy
                           Specifications page.

                      6.   A decrease in Face Amount may require a decrease in
                           the amounts provided by any riders attached to this
                           Policy.

                      A Surrender Charge will apply to any decrease in Face
                      Amount as explained in the Surrender Charge provision.
                      This Surrender Charge will be allocated among the General
                      Account and the Divisions of the Separate Account in the
                      same proportion that the Cash Value in the General Account
                      and the Cash Value in each Division bears to the total
                      Cash Value of the Policy less the Cash Value in the Loan
                      Account.

                      Any requested increase in Face Amount will be subject to
                      the following conditions:

                      1.   Proof that the Insured is insurable by our standards
                           on the date of the requested increase must be
                           submitted.

                      2.   The increase, if approved by us, will become
                           effective on the monthly anniversary on or following
                           receipt of the request at our Home Office or any
                           other office designated by us.

                      3.   Each increase will be subject to the Maximum Face
                           Amount Increase Administration Charge shown on the
                           Policy Specifications page, unless the increase is
                           not medically underwritten. This fee will be deducted
                           as part of the Monthly Deduction.

                      4.   Any increase must be at least the Minimum Face Amount
                           Increase as shown on the Policy Specifications page.

                      5.   New insurance for the amount of the increase must be
                           available on the same plan at the age of the Insured
                           on the effective date being allowed under our
                           underwriting rules.

                      6.   The amount of any rider which is attached to the
                           Policy can be increased only as stated in the rider.

                      We will amend your Policy to show the effective date of
                      the decrease or increase.

CHANGE IN DEATH       After the first policy year, changes to the Death Benefit
BENEFIT OPTION        Option will be allowed. Proof that the Insured is
                      insurable by our standards on the date of the change may
                      be required. The effective date of the change will be the
                      monthly anniversary on or following the date we receive
                      your written request at our Home Office or any other
                      office designated by us. On the effective date of this
                      change the Death Benefit payable does not change, but the
                      Face Amount may change. Changes are allowed as follows:

                      1.   Change from Death Benefit Option A to Death Benefit
                           Option B.

                           The Face Amount of the Policy, any Supplemental
                           Coverage Term Rider and any Adjustable Benefit Term
                           Rider will be decreased, if necessary, to equal the
                           Death Benefit less the Cash Value on the effective
                           date of the change. This change may not be made if
                           it would result in a Face Amount for the Policy that
                           is less than the Minimum Face Amount shown on the
                           Policy Specifications page. A Surrender Charge will
                           apply to any decrease in the Face Amount of the
                           Policy as explained in the Surrender Charge
                           provision.

                           The decrease will reduce the Face Amount in the
                           following order:

                           a.  The Face Amount provided by the most recent
                               applied for increase;

                           b.  Face Amounts provided by the next most recent
                               applied for increases, successively;

                           c.  The Face Amount of any Supplemental Coverage Term
                               Rider; and

                           d.  The Face Amount provided by any Adjustable
                               Benefit Term Rider; and

                           e.  The initial Face Amount plus any increase in Face
                               Amount provided by a change in Death Benefit
                               Option.

                      2.   Change from Death Benefit Option B to Death Benefit
                           Option A.

                           The Face Amount of the Policy will be increased, if
                           necessary, to equal the Death Benefit on the
                           effective date of the change.

                      6.  PREMIUMS AND GRACE PERIOD

PAYMENT OF PREMIUMS   Your first premium is due as of the Policy Date. While the
                      Insured is living, premiums after the first must be paid
                      to us at our Home Office or any other office designated by
                      us. A premium receipt will be furnished upon request. If
                      this Policy is in your possession and you have not paid
                      the first premium, it is not in force. It will be
                      considered that you have the Policy for inspection only.

                      After the first premium is paid, premiums may be paid in
                      any amount and at any interval subject to the following
                      conditions:

                      1.   Any premium payment must be at least $10.00.

                      2.   If you have selected the Guideline Premium Test for
                           the Policy, total premiums paid in any policy year
                           may not exceed an amount that would cause the Policy
                           to fail the definition of a life insurance contract
                           as defined by Section 7702 of the Internal Revenue
                           Code of 1986, or any applicable successor provision
                           thereto.

                      3.   No planned premium can be increased if that increase
                           would cause the Policy to fail the definition of a
                           life insurance contract as defined by Section 7702 of
                           the Internal Revenue Code of 1986, or any applicable
                           successor provision thereto at any time.

                      On any date that we receive a premium which causes the
                      Death Benefit under any of the Death Benefit Options to
                      increase by an amount that exceeds that Net Premium
                      received, we reserve the right to refuse that premium
                      payment. We may require additional evidence of
                      insurability before we accept the premium.

                      Unless you request otherwise in writing to us, any payment
                      received by us will be used as a premium payment.

NET PREMIUM           The Net Premium is:

                      1.   The premium paid; less

                      2.   The premium paid times the Premium Tax Charge; less

                      3.   The premium paid times the Federal Tax Charge; less

                      4.   The premium paid times the Percent of Premium Charge.

PREMIUM TAX CHARGE    A charge will be deducted for premium taxes from each
                      premium submitted. The Maximum Premium Tax Charge, as a
                      percent of the premium, is shown on the Policy
                      Specifications page.

FEDERAL TAX CHARGE    A charge will be deducted for federal taxes from each
                      premium submitted. The Maximum Federal Tax Charge, as a
                      percent of the premium, is shown on the Policy
                      Specifications page.

PERCENT OF PREMIUM    A charge will be deducted from each premium submitted. The
CHARGE                Maximum Percent of Premium Charge is shown on the Policy
                      Specifications page.

ALLOCATION OF NET     You determine the allocation of Net Premiums among the
PREMIUMS              General Account and the Divisions of Separate Account. For
                      any chosen allocation the minimum percentage that may be
                      allocated is 1% of the Net Premium. Percentages must be in
                      whole numbers. The total number of accounts (the General
                      Account plus the Divisions of the Separate Account) you
                      may have Cash Value allocated to over the life of the
                      Policy cannot exceed the Maximum Number of Accounts shown
                      on the Policy Specifications page. The General Account
                      Cash Value immediately after payment of the premium cannot
                      exceed 1., below, times 2., below:

                      1.   The General Account Cash Value plus the Separate
                           Account Cash Value.

                      2.   The General Account Maximum Allocation Percent as
                           shown on the Policy Specifications page.

                      The initial allocation is shown on the Application, a copy
                      of which is attached. We may modify the General Account
                      Maximum Allocation Percent at any time.

                      The Policy's first investment of the Net Premium is made
                      in the Money Market Division as of the Investment Start
                      Date. The Policy's Cash Value will be transferred, based
                      on your choice, to the Divisions and the General Account
                      15 days after the initial premium is applied to the
                      Policy. Before this transfer, the values and benefits of
                      the Policy will depend on the net investment performance
                      of the Money Market Division. After this transfer, each
                      Net Premium allocated to the Separate Account will be
                      applied to the Divisions you chose as of the date it is
                      received by us at our Home Office or any other office
                      designated by us.

YOUR RIGHT TO         If you have not exercised your Conversion Rights, you may
CHANGE ALLOCATION     change the allocation of future Net Premiums among the
                      General Account and/or the Divisions of the Separate
                      Account subject to the conditions outlined in the
                      Allocation of Net Premiums Provision. The change in
                      allocation percentages will take effect immediately upon
                      our receipt of your request in a form acceptable to us at
                      our Home Office or any other office designated by us.

NO LAPSE PERIOD       If, on a monthly anniversary day prior to the No Lapse
                      Premium Date, the sum of all premiums paid on this Policy
                      less:

                      1.   Any partial withdrawals;

                      2.   Any Cash Value paid to you to allow the Policy to
                           continue to qualify as a life insurance contract; and

                      3.   Any outstanding Loan and Loan Interest

                      is greater than or equal to the sum of the No Lapse
                      Monthly Premiums for each monthly anniversary since the
                      Policy Date, this Policy will not lapse. The No Lapse
                      Premium Date and the No Lapse Annual Premium are shown on
                      the Policy Specifications page. The No Lapse Monthly
                      Premium is one twelfth of the No Lapse Annual Premium.

                      The No Lapse Monthly Premium may change if any of the
                      following events occur prior to the No Lapse Premium Date
                      shown on the Policy Specifications page:

                      1.   A change in the Policy's Face Amount;

                      2.   The addition or deletion of or change to a rider
                           attached to this Policy;

                      3.   A change in the Risk Classification of the Insured;
                           or

                      4.   A misstatement of age or sex in the Application.

                      The No Lapse Premium Date will not be changed.

                      If the Policy lapses, the No Lapse Period will terminate
                      and cannot be reinstated.

GRACE PERIOD          IF, ON A MONTHLY ANNIVERSARY DAY WHILE THE NO LAPSE
                      PREMIUM PERIOD IS IN EFFECT:

                      1.   The Cash Value less any Loan, Loan Interest due and
                           any Surrender Charge that would apply upon surrender
                           whether or not there is a surrender is insufficient
                           to cover the Monthly Deduction, which is defined in
                           the Cash Values Section; and

                      2.   The sum of all premiums paid on this Policy, reduced
                           by any partial withdrawals and any outstanding Loan
                           and Loan Interest, is less than the sum of the No
                           Lapse Monthly Premiums for each monthly anniversary
                           since the Policy Date;

                      then the Grace Period of 62 days will be allowed for the
                      payment of a premium sufficient to keep your Policy in
                      force. Notice of the Amount Due to keep this Policy in
                      force through the end of the Grace Period will be sent at
                      the beginning of the Grace Period to your last known
                      address and to any assignee on record. The Amount Due is
                      the amount required to satisfy the No Lapse Premium
                      requirement or an amount sufficient to cover the Monthly
                      Deduction, whichever is less. If we do not receive a
                      premium large enough to cover the Monthly Deduction by the
                      end of the Grace Period, your Policy will lapse at the end
                      of that 62-day period and it will then terminate without
                      Cash Surrender Value. If the Insured dies during the Grace
                      Period, the Amount Due will be deducted from the Death
                      Benefit.

                      IF, ON A MONTHLY ANNIVERSARY DAY ON OR AFTER THE NO LAPSE
                      PREMIUM PERIOD, the Cash Value less any Loan, Loan
                      Interest due and any Surrender Charge that would apply
                      upon surrender whether or not there is a surrender is
                      insufficient to cover the next Monthly Deduction, a Grace
                      Period of 62 days will be allowed for the payment of a
                      premium sufficient to pay the Monthly Deduction.

                      Notice of the amount of premium required to be paid to
                      keep this Policy in force through the end of the Grace
                      Period will be sent at the beginning of the Grace Period
                      to your last known address and to any assignee on record.
                      If we do not receive a premium large enough to cover the
                      Monthly Deduction by the end of the Grace Period, your
                      Policy will lapse at the end of that 62-day period and it
                      will then terminate without Cash Surrender Value. If the
                      Insured dies during the Grace Period, any past due Monthly
                      Deductions will be deducted from the Death Benefit.

REINSTATEMENT         You may reinstate your lapsed Policy within three years
                      after the date of lapse. This must be done prior to the
                      Insured's Attained Age 100. The Policy cannot be
                      reinstated, except with our consent, if more than three
                      years have passed since the date of lapse. The Policy
                      cannot be reinstated if it has been surrendered. To
                      reinstate, you must submit the following items:

                      1.   A written application for Reinstatement.

                      2.   Proof satisfactory to us that the Insured is
                           insurable by our standards.

                      3.   Payment of a premium large enough to keep the Policy
                           in force for at least three months.

                      Upon Reinstatement, we will deduct any Monthly Deductions
                      and Loan Interest due and unpaid at the time of lapse. The
                      Insured must be alive on the date we approve the request
                      for Reinstatement. If the Insured is not alive, such
                      approval is void and of no effect.

                      The reinstated policy will be in force from the date we
                      approve the Reinstatement application.

                      Any Loan may be repaid or reinstated. Any Loan reinstated
                      will cause Cash Value of an equal amount to be reinstated.

                      Any Loan repaid at the time of Reinstatement will cause an
                      increase in Cash Value equal to the amount of the repaid
                      Loan.

                      The Maximum Asset Charge Percentage, the Maximum Monthly
                      Policy Charge, the Maximum Monthly Administration and
                      Issue Expense Charge and the Maximum Surrender Charge at
                      the time of Reinstatement will be those in effect at the
                      time of lapse. If only a portion of the coverage is
                      reinstated then only the applicable portion of the Maximum
                      Monthly Administration and Issue Expense Charge and
                      Maximum Surrender Charge will be reinstated. If only a
                      portion of the coverage is reinstated, the Cash Value
                      following Reinstatement will be increased by a
                      proportionate amount of the Surrender Charge imposed at
                      the time of lapse.

                      If only a portion of the coverage is reinstated then only
                      a portion of any rider amounts attached to this Policy may
                      also be reinstated.

                      The No Lapse Period will not be applicable upon
                      Reinstatement of the Policy.

                      Riders can be reinstated only as stated in the rider or
                      with our consent.

                      7.  LOANS

LOANS                 Upon written request to us, you may borrow an amount not
                      in excess of the Loan Value of your Policy while it is in
                      force. The amount of your net loan request at any one time
                      must be at least the Minimum Loan and Withdrawal Amount
                      shown on the Policy Specifications page. Your Policy will
                      be the sole security for such Loan.

                      The Loan Value is the Cash Value of your Policy at the
                      date of the loan request plus interest to the next policy
                      anniversary at the General Account Cash Value Guaranteed
                      Interest Rate, shown on the Policy Specifications page,
                      reduced by:

                      1.   Any existing Loan; and

                      2.   Loan Interest to the next policy anniversary; and

                      3.   The amount of the last Monthly Deduction processed
                           times the number of policy months to the earliest of:
                           the next planned premium due date; and the next
                           policy anniversary, and

                      4.   Any Surrender Charge that would apply upon surrender
                           whether or not there is a surrender.

                      You may allocate the Loan among the General Account and
                      the Divisions of the Separate Account. If you do not
                      specify the allocation, then the Loan will be allocated
                      among the General Account and the Divisions of the
                      Separate Account in the same proportion that the Cash
                      Value in the General Account, and the Cash Value in each
                      Division bears to the total Cash Value of the Policy less
                      the Cash Value in the Loan Account, on the date of the
                      Loan.

                      Cash Value equal to the Loan allocated to the General
                      Account and each Division of the Separate Account will be
                      transferred to the Loan Account, reducing the Cash Value
                      accordingly. The transferred Cash Value: will be allocated
                      to the appropriate Loan SubAccount; and will earn interest
                      at the General Account Cash Value Guaranteed Interest Rate
                      shown on the Policy Specifications page. Interest earned
                      on the Cash Value in the Loan Account will remain in the
                      Loan Account until: a loan repayment is received by us; a
                      new Loan is made; the Policy enters the Grace Period; or
                      the next policy anniversary. Upon each of these events,
                      the interest earned on the Loan Account will be
                      transferred to the General Account and the Divisions of
                      Separate Account in the same proportion that the Cash
                      Value in the Loan Account bears to the Cash Value
                      allocated to each Loan SubAccount.

LOAN INTEREST DUE     The accrued Loan Interest will be due the earliest of:
DATE

                      1.   The next policy anniversary date;

                      2.   The date of termination of the Policy;

                      3.   The date the Loan is repaid in full; and

                      4.   The date the Loan plus Loan Interest accrued exceeds
                           the Cash Value less any Surrender Charge that would
                           apply upon surrender whether or not there is a
                           surrender.

                      Loan Interest will be payable annually on each policy
                      anniversary. If you do not pay the Loan Interest when it
                      is due on a policy anniversary: an amount of Cash Value
                      equal to the Loan Interest will be added to the Loan;
                      interest will be charged on it; and it will be allocated
                      to the appropriate Loan SubAccount. The amount transferred
                      will be deducted from the General Account and the
                      Divisions of the Separate Account in the same proportion
                      that the Cash Value in the General Account and the Cash
                      Value in each Division bears to the total Cash Value of
                      the Policy less the Cash Value in the Loan Account.

FIXED LOAN INTEREST   Loan Interest will be charged on any Loan. The rate of
RATES                 interest will not exceed the Maximum Loan Interest Rate
                      shown on the Policy Specifications page. Loan Interest is
                      payable in arrears.

LOAN REPAYMENTS       You may repay your Loan in whole or in part at any time
                      before the death of the Insured while the Policy is in
                      force. When a loan repayment is made, Cash Value securing
                      the debt in the Loan Account equal to the loan repayment
                      will be repaid to the General Account and the Divisions of
                      Separate Account in the same proportion that the Cash
                      Value in the Loan Account bears to the Cash Value in each
                      Loan SubAccount. Unpaid Loan and Loan Interest will be
                      deducted from any settlement of your Policy.

                      If you fail to make repayments when the total Loan and
                      Loan Interest due would exceed the Cash Value, less any
                      Surrender Charge that would apply upon surrender whether
                      or not there is a surrender, (called "excess Loan") your
                      Policy will terminate. We will allow you a Grace Period
                      for payment of the amount of the excess due. In such event
                      the Policy becomes void at the end of the Grace Period. We
                      will mail notice to your last known address, and that of
                      any assignee of record. This Grace Period will expire 62
                      days from the monthly anniversary immediately before the
                      date of the excess Loan.

                      Unless you request otherwise in writing to us, any payment
                      received by us will be used as a premium payment.

                      8.  CASH VALUES

CASH VALUE            The Cash Value of your Policy is equal to the total of:

                      1.   The Cash Value in the General Account; plus

                      2.   The Cash Value in the Divisions of the Separate
                           Account, plus

                      3.   The Cash Value in the Loan Account.

CASH VALUE ON OR      If this Policy is in force on or after the Insured's
AFTER ATTAINED 100    Attained Age 100, the Cash AGE Value of your Policy will
                      be determined in the same manner as described below;
                      except no Monthly Deductions will be made. Premiums cannot
                      be paid on or after the Insured is Attained Age 100,
                      except for payments required under the Grace Period.

GENERAL ACCOUNT       The Cash Value in the General Account as of the Investment
CASH VALUE            Start Date is equal to:

                      1.   The portion of the initial Net Premium received and
                           allocated to the General Account; less

                      2.   The portion of the Monthly Deductions due from the
                           Policy Date through the Investment Start Date charged
                           to the General Account.

                      The Cash Value in the General Account on any day after the
                      Investment Start Date is equal to:

                      1.   The Cash Value on the preceding Valuation Date, with
                           interest on such value at the current rate; plus

                      2.   Any portion of Net Premium received and allocated to
                           the General Account on that day; plus

                      3.   Any amounts transferred to the General Account on
                           that day; plus

                      4.   Any loan repayments allocated to the General Account
                           on that day; plus

                      5.   That portion of any interest credited on an
                           outstanding Loan which is allocated to the General
                           Account on that day; less

                      6.   Any amount transferred from the General Account to
                           the Divisions of the Separate Account on that day;
                           less

                      7.   Any partial withdrawal made from the General Account
                           on that day; less

                      8.   Any portion of a Processing Charge taken from the
                           Division; less

                      9.   Any portion of the Surrender Charge incurred on that
                           day attributed to the General Account; less

                      10.  Any amount transferred from the General Account to
                           the Loan Account on that day; less

                      11.  IF THAT DAY IS A MONTHLY ANNIVERSARY, the portion of
                           the Monthly Deduction charged to the General Account,
                           to cover the policy month that starts on that day.

                      The Cash Value in the General Account can be negative.
                      Interest will not be charged on negative Cash Value.

GENERAL ACCOUNT       The interest credited to the General Account Cash Value
INTEREST RATE         for a specific day will be at an effective annual rate not
                      less than the General Account Cash Value Guaranteed
                      Interest Rate shown on the Policy Specifications page.



SEPARATE ACCOUNT      The Cash Value in each Division of the Separate Account on
CASH VALUE            the Investment Start Date is equal to:

                      1.   The portion of the initial Net Premium received and
                           allocated to the Division; less

                      2.   The portion of the Monthly Deductions due from the
                           Policy Date through the Investment Start Date charged
                           to the Division.

                      The Cash Value in each Division of the Separate Account on
                      subsequent Valuation Dates is equal to:

                      1.   The Cash Value in the Division on the preceding
                           Valuation Date times that Division's Net Investment
                           Factor for the current Valuation Period; plus

                      2.   Any portion of Net Premium received and allocated to
                           the Division during the current Valuation Period;
                           plus

                      3.   Any amounts transferred to the Division from the
                           General Account or from another Division during the
                           current Valuation Period; plus

                      4.   Any Loan repayments allocated to the Division during
                           the current Valuation Period; plus

                      5.   That portion of any interest credited on an
                           outstanding Loan which is allocated to the Division
                           during the current Valuation Period; less

                      6.   Any amounts transferred from the Division during the
                           current Valuation Period; less

                      7.   Any partial withdrawal from the Division during the
                           current Valuation Period; less

                      8.   Any portion of the Surrender Charge incurred during
                           the current Valuation Period attributed to the
                           Division; less

                      9.   Any portion of a Processing Charge taken from the
                           Division; less

                      10.  Any amount transferred from the Division to the Loan
                           Account during that Valuation Period; less

                      11.  IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT
                           VALUATION PERIOD, the portion of the Monthly
                           Deduction charged to the Division during the current
                           Valuation Period to cover the policy month which
                           starts during that Valuation Period.

                      The Cash Value in a Division can be negative.

VARIABLE              At the end of a Valuation Date, the current market value
ACCUMULATION UNITS    of a Division is determined by multiplying that Division's
                      accumulation unit value times the number of Division units
                      held under this Policy.

                      The number of Division accumulation units will increase
                      when:

                      1.   Any portion of a Net Premium is allocated to that
                           Division;

                      2.   Amounts are transferred to that Division; or

                      3.   Loans are repaid and credited to that Division.

                      The number of Division accumulation units will decrease
                      when:

                      1.   Any portion of the Monthly Deduction is deducted from
                           that Division;

                      2.   A Loan is taken from that Division;

                      3.   An amount is transferred from that Division;

                      4.   A Processing Charge is taken from that Division;

                      5.   A Surrender Charge is taken from that Division; or

                      6.   A partial withdrawal is taken from that Division.

VALUE OF EACH         The value of an accumulation unit may increase or decrease
ACCUMULATION UNIT     from one Valuation Period to the next. For any Valuation
                      Period the value is:

                      1.   The value of an accumulation unit for the prior
                           Valuation Period; times

                      2.   The Net Investment Factor for that Division for the
                           current Valuation Period.

NET INVESTMENT        The Net Investment Factor measures the investment
FACTOR                performance of a Division during a Valuation Period. The
                      Net Investment Factor for each Division for a Valuation
                      Period is calculated as follows:

                      1.   The value of the assets at the end of the preceding
                           Valuation Period; plus

                      2.   The investment income and capital gains---realized or
                           unrealized---credited to the assets in the Valuation
                           Period for which the Net Investment Factor is being
                           determined; less

                      3.   The capital losses---realized or unrealized---charged
                           against those assets during the Valuation Period;
                           less

                      4.   Any amount charged against each Division for taxes,
                           including any tax or other economic burden resulting
                           from the application of tax laws that we determine to
                           be properly attributable to the Divisions of the
                           Separate Account, or any amount we set aside during
                           the Valuation Period as a reserve for taxes
                           attributable to the operation or maintenance of each
                           Division; divided by

                      5.   The value of the assets at the end of the preceding
                           Valuation Period.

LOAN ACCOUNT CASH     The Cash Value in the Loan Account as of the Investment
VALUE                 Start Date is equal to the amount transferred into the
                      Loan Account on that day.

                      The Cash Value in the Loan Account on any day after the
                      Investment Start Date is equal to:

                      1.   The Cash Value in the Loan Account on the preceding
                           Valuation Date, with interest; plus

                      2.   Any amount transferred to the Loan Account from the
                           General Account on that day; plus

                      3.   Any amount transferred to the Loan Account from the
                           Divisions of the Separate Account on that day; plus

                      4.   IF THAT DAY IS A POLICY ANNIVERSARY, an amount due to
                           cover the Loan Interest if not paid by you; less

                      5.   Any amount transferred from the Loan Account to the
                           General Account on that day; less

                      6.   Any amount transferred from the Loan Account to the
                           Divisions of the Separate Account on that day.

MONTHLY COST OF       The Monthly Cost of Insurance for the following month is
INSURANCE             charged as part of the Monthly Deduction. The Monthly Cost
                      of Insurance is equal to:

                      1.   The Net Amount at Risk for the initial Face Amount
                           times the Monthly Cost of Insurance Rate for the
                           initial Face Amount; plus

                      2.   The Net Amount at Risk for any increase in Face
                           Amount due to a Death Benefit Option Change times the
                           Monthly Cost of Insurance Rate for that increase;
                           plus

                      3.   If you request any increase in your Face Amount, the
                           Net Amount at Risk for each requested Amount of
                           Increase times the Monthly Cost of Insurance rate for
                           each increase in Face Amount.

                      The Net Amount at Risk for the initial Face Amount, for
                      each increase in Face Amount due to a Death Benefit Option
                      Change, and for any requested Amounts of Increase equals:

                      1.   For Death Benefit Option A:

                           a.  The greater of: the Face Amount of that coverage
                               divided by the Monthly Discount Factor shown on
                               the Policy Specifications page; and the Cash
                               Value (before the deduction of the Monthly Cost
                               of Insurance) attributable to that coverage at
                               the beginning of the policy month times the
                               Attained Age Factor as shown on the Table of
                               Corridor Factors. The Cash Value used in this
                               calculation will not be less than zero; less

                           b.  Any Cash Value (before the deduction of the
                               Monthly Cost of Insurance) attributable to that
                               coverage.

                      2.   For Death Benefit Option B:

                           a.  The greater of: the Face Amount for that coverage
                               divided by the Monthly Discount Factor shown on
                               the Policy Specifications page plus the Cash
                               Value (before the deduction of the Monthly Cost
                               of Insurance) attributable to that coverage at
                               the beginning of the policy month; and the Cash
                               Value (before the deduction of the Monthly Cost
                               of Insurance) attributable to that coverage at
                               the beginning of the policy month times the
                               Attained Age Factor as shown on the Table of
                               Corridor Factors. The Cash Value used in this
                               calculation will not be less than zero; less

                           b.  Any Cash Value (before the deduction of the
                               Monthly Cost of Insurance) attributable to that
                               coverage.

                      The Cash Value will be attributed to coverages in the
                      following order:

                      1.   To the coverage provided by the initial Face Amount
                           plus any increase in Face Amount due to a Death
                           Benefit Option change plus all Adjustable Benefit
                           Term Rider Face Amount increases; then

                      2.   To any Supplemental Coverage Term Rider Face Amount;
                           and then

                      3.   To all increases in Face Amount in the order they
                           were effective.

MONTHLY COST OF       At the beginning of each policy year, the Monthly Cost of
INSURANCE RATES       Insurance rate is determined for the initial Face Amount
                      and each increase in Face Amount. The Monthly Cost of
                      Insurance rate is based on the Attained Age, Risk
                      Classification, Sex and completed policy years from the
                      Issue Date of the initial Face Amount and each increase in
                      Face Amount. For the initial Face Amount, we will use the
                      Risk Classification as of the Issue Date. For each
                      increase, we will use the Risk Classification applicable
                      to the increase. If the Death Benefit equals a percentage
                      of the Cash Value, any increase in Cash Value will cause
                      an automatic increase in the Death Benefit. The Risk
                      Classification for such an increase will be the same as
                      that used for the most recent increase, excluding any
                      riders that required proof that the Insured was insurable
                      by our standards.

                      The Monthly Cost of Insurance rates will never exceed the
                      rates shown on the Table of Maximum Monthly Cost of
                      Insurance Rates page. Any change in the Cost of Insurance
                      rates will apply to all persons of the same age, sex, and
                      risk classification whose initial Face Amounts or
                      increases in Face Amount have been in force for the same
                      length of time.

MONTHLY               An Administration and Issue Expense Charge will be
ADMINISTRATION AND    deducted each policy month from the Cash Value as part of
ISSUE EXPENSE CHARGE  the Monthly Deduction. This charge equals the applicable
                      Face Amount times an Administration and Issue Expense
                      Charge Rate, divided by 1,000. The Administration and
                      Issue Expense Charge Rate for the initial Face Amount of
                      the Policy will never exceed the Maximum Monthly
                      Administration and Issue Expense Charge Rate shown on the
                      Policy Specifications page for the initial Face Amount.

                      An Administration and Issue Expense Charge will also be
                      applied to any increase in Face Amount. This charge will
                      never exceed the Maximum Monthly Administration and Issue
                      Expense Charge Rate shown on the Policy Specifications
                      page for Policy Change for that increase. The
                      Administration and Issue Expense Charge is based on the
                      Insured's Age, Sex and Risk Classification on the
                      effective date of the initial Face Amount or any increase
                      in Face Amount.

                      For the purpose of determining the applicable
                      Administration and Issue Expense Charge on any date after
                      Reinstatement, the period the Policy was lapsed will not
                      count.

MONTHLY POLICY        A Policy Charge will be deducted each policy month from
CHARGE                the Cash Value as part of the Monthly Deduction. The
                      amount of the Monthly Policy Charge will never exceed the
                      amount shown on the Policy Specifications page.

                      For the purpose of determining the applicable Monthly
                      Policy Charge on any date after Reinstatement, the period
                      the Policy was lapsed will not count.

ASSET CHARGE          An Asset Charge will be deducted from the Cash Value each
                      policy month as part of the Monthly Deduction. A charge
                      will be calculated on each monthly anniversary and will
                      not exceed the Maximum Monthly Asset Charge Percentage
                      shown on the Policy Specifications page times the Separate
                      Account Cash Value at the beginning of the current day. If
                      the Cash Value is negative on a monthly anniversary, the
                      Asset Charge will not be deducted for that month.

                      For the purpose of determining the applicable Asset Charge
                      on any date after Reinstatement, the period the Policy was
                      lapsed will not count.

REDUCTION OF CHARGES  We may reduce or eliminate certain charges. The extent and
                      nature of reductions may change from time to time. The
                      charge structure may vary. Variations are determined in a
                      manner, not unfairly discriminatory to policy owners,
                      which reflects differences in costs of services.

MONTHLY DEDUCTION     On the first day of each policy month, whether or not
                      premiums are paid, we will make a Monthly Deduction for
                      that policy month from the Cash Value of this Policy.

                      The Monthly Deduction is:

                      1.   The Monthly Asset Charge; plus

                      2.   The Monthly Administration and Issue Expense Charge;
                           plus

                      3.   The Monthly Policy Charge; plus

                      4.   The Monthly Cost of Rider, if any, for any rider
                           included with this Policy; plus

                      5.   The Maximum Face Amount Increase Administration
                           Charge, if any; plus

                      6.   The Monthly Cost of Insurance.

                      The Monthly Deduction for a policy month will be allocated
                      among the General Account and the Divisions of the
                      Separate Account in the same proportion that the Cash
                      Value in the General Account and the Cash Value in each
                      Division bears to the total Cash Value of the Policy less
                      the Cash Value in the Loan Account on the monthly
                      anniversary. However, you can choose in writing, at any
                      time, to have Monthly Deductions allocated among the
                      General Account or a specific Division until the Cash
                      Value in the Policy's portion of the General Account or
                      that Division is insufficient to cover the entire Monthly
                      Deduction; and then the General Account and the remaining
                      Divisions in the same proportion that the Cash Value in
                      the General Account and the Cash Value in each Division
                      bears to the total Cash Value of the Policy less the Cash
                      Value in the Loan Account on the monthly anniversary. We
                      will allocate the Monthly Deduction according to your
                      choice until you request otherwise in writing to us.

DETERMINATION OF      Cost of Insurance Rates, Percent of Premium Charges,
NONGUARANTEED         Monthly Administration and Issue Expense Charges, Monthly
FACTORS               Policy Charges, Monthly Asset Charges and interest rates
                      will be determined by us based on expectations as to
                      future mortality, tax, interest earnings, expense and
                      persistency experience. We will not adjust such rates or
                      charges as a means of recovering prior losses nor as a
                      means of distributing prior profits.

CASH SURRENDER VALUE  The Cash Surrender Value of this Policy is:

                      1.   The Cash Value at the time of surrender; less

                      2.   Any Loan and Loan Interest accrued; less

                      3.   Any Surrender Charge that would apply upon surrender
                           whether or not there is a surrender.

SURRENDER             You may surrender your Policy for its Cash Surrender Value
                      at any time during the lifetime of the Insured. We will
                      determine the Cash Surrender Value as of the date we
                      receive your request in a form acceptable to us at our
                      Home Office or any other office designated by us. The Cash
                      Surrender

                      Value will not be reduced by any Monthly Deduction due on
                      that date for a subsequent policy month. Any unused
                      portion of the Monthly Cost of Insurance will be added to
                      the Cash Surrender Value.

PARTIAL WITHDRAWALS   After the Right to Examine Policy period, upon our receipt
                      of your request in a form acceptable to us at our Home
                      Office or any other office designated by us, you can make
                      a partial withdrawal of cash subject to the conditions
                      listed below. Except with our consent, the number of
                      partial withdrawals in a policy year will be limited to
                      the Maximum Number of Transfers or Withdrawals shown on
                      the Policy Specifications page. If we consent to more than
                      that in a policy year, we may impose a charge not to
                      exceed the Maximum Processing Charge shown on the Policy
                      Specifications page.

                      Except with our consent, the amount of your partial
                      withdrawal request at any one time must be at least the
                      Minimum Loan and Withdrawal Amount shown on the Policy
                      Specifications page. We reserve the right to limit the
                      total amount you may withdraw to 90% of the Cash Surrender
                      Value of your Policy. (See the Allocation of Partial
                      Withdrawals, General Account Partial Withdrawals and
                      Separate Account Partial Withdrawals provisions below.)

                      No partial withdrawal will be processed which will result
                      in the Face Amount, excluding riders, being decreased
                      below the Minimum Face Amount shown on the Policy
                      Specifications page.

                      The Death Benefit of the Policy will be based on the Face
                      Amount after the partial withdrawal and the reduced Cash
                      Value. The Face Amount of the Policy will be decreased, if
                      necessary, such that the amount at risk after the partial
                      withdrawal is not greater than the amount at risk before
                      the partial withdrawal. A Surrender Charge will apply if
                      the Face Amount is decreased. This Surrender Charge will
                      be allocated among the General Account and the Divisions
                      of the Separate Account in the same proportion that the
                      partial withdrawal was allocated among the General Account
                      and the Divisions of the Separate Account. (See Allocation
                      of Partial Withdrawals provision below.) When the first
                      partial withdrawal of each policy year is made, this
                      Surrender Charge will not apply to: the first 10% of Cash
                      Surrender Value withdrawn; or if the amount withdrawn is
                      less than 10%, the amount of the partial withdrawal.

                      The Face Amount will be decreased in the following order:

                      1.   The initial Face Amount of the Policy, plus any
                           increase in Face Amount provided by a change in Death
                           Benefit Option ,to the Minimum Face Amount shown on
                           the Policy Specifications page;

                      2.   The Face Amount provided by any Adjustable Benefit
                           Term Rider;

                      3.   The Face Amount of any Supplemental Coverage Term
                           Rider; and

                      4.   Any increases in the same order in which they were
                           issued.

                      A decrease in Face Amount may require a decrease in the
                      amounts provided by any riders attached to this Policy.

ALLOCATION OF         You may allocate the partial withdrawal plus any
PARTIAL WITHDRAWALS   applicable Surrender Charge, subject to the conditions
                      below, among the General Account and the Divisions of the
                      Separate Account. If you do not specify the allocation,
                      then the partial withdrawal will be allocated among the
                      General Account and the Divisions of the Separate Account
                      in the same proportion that the Cash Value in the General
                      Account and the Cash Value in each Division bears to the
                      total Cash Value of the Policy less the Cash Value in the
                      Loan Account on the date of the partial withdrawal. If the
                      General Account conditions will not allow this
                      proportionate allocation, we will request that you specify
                      an acceptable allocation.

GENERAL ACCOUNT       You may request a partial withdrawal be taken from your
PARTIAL WITHDRAWALS   Cash Surrender Value in the General Account.

                      The maximum amount of all partial withdrawals and
                      transfers from the General Account in a policy year will
                      be the greater of 1. and 2:

                        1. The Cash Surrender Value of the General Account at
                           the beginning of that policy year times the General
                           Account Maximum Withdrawal Percentage Limit, as shown
                           on the Policy Specifications page.

                        2. The previous year's General Account Maximum
                           withdrawal amount.

                      However, if less than $100 would remain in the General
                      Account after the withdrawal, you can withdraw the entire
                      amount of Cash Surrender Value in the General Account.

SEPARATE ACCOUNT      You may request a partial withdrawal be taken from your
PARTIAL WITHDRAWALS   Cash Surrender Value in a Division of the Separate
                      Account.

                      The maximum amount of your partial withdrawal from any one
                      of the Divisions of the Separate Account in a policy year
                      will be the Cash Surrender Value of that Division.

SURRENDER CHARGE      A Surrender Charge will apply: upon surrender; upon lapse;
                      upon some partial withdrawals that reduce the Face Amount
                      (see Partial Withdrawals provision); upon a change in
                      Death Benefit Option that reduces the Face Amount; or upon
                      a decrease in Face Amount during the surrender charge
                      period.

                      The Surrender Charge for the initial Face Amount will
                      never exceed the Maximum Surrender Charge shown on the
                      Surrender Charge Schedule page. The Surrender Charge for
                      any increase will never exceed the Maximum Surrender
                      Charge shown on the Surrender Charge Schedule page
                      included with the Policy Specifications page for Policy
                      Change issued at the time of the increase.

                      A decrease in Face Amount may decrease some or all of the
                      initial Face Amount and increases in Face Amount as
                      provided in the Policy Benefits Section. If a portion of
                      the initial Face Amount or any increase in Face Amount is
                      decreased, a proportionate amount of the Surrender Charge
                      will apply to each decrease.

                      The Surrender Charge will be allocated among the General
                      Account and the Divisions of the Separate Account in the
                      same proportion that the Cash Value in the General Account
                      and the Cash Value in each Division bears to the total
                      Cash Value of the Policy less the Cash Value in the Loan
                      Account. If a Surrender Charge is imposed due to a partial
                      withdrawal, you may allocate it among the General Account
                      and the Divisions of the Separate Account.

                      For the purpose of determining the applicable Surrender
                      Charge on any date after Reinstatement, the period the
                      Policy was lapsed will not count.

POSTPONEMENT OF       We will usually pay any amounts payable on Loans,
PAYMENTS OR           surrender or partial withdrawals allocated to the
TRANSFERS             Divisions of the Separate Account within seven days after
                      written request is received. We will usually pay any Death
                      Benefit proceeds within seven days after we receive due
                      proof of claim. Payment of any amount payable from the
                      Divisions of the Separate Account on Loans (except when
                      used to pay premiums on policies issued by us), surrender,
                      partial withdrawals or death may be postponed whenever:

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

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

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

                      We may defer payment of the portion of any amount payable
                      from the General Account on surrender or partial
                      withdrawals for not more than six months. If we defer
                      payment for 30 days or more, we will pay interest at the
                      rate of 3% per year, or that required by law, for the
                      period of deferment.

                      Transfers may also be postponed under the circumstances
                      listed above.

                      We may defer payment of the portion of any Loan from the
                      General Account for not more than six months. No payment
                      from the General Account to pay premiums on any policy
                      issued by us will be deferred.

BASIS OF COMPUTATION  The minimum cash values are based on:

                      1.   The Basis of Computation of Minimum Cash Values table
                           shown on the Policy Specifications page and any
                           Policy Specifications page for Policy Change; and

                      2.   For amounts allocated to the General Account,
                           compound interest at an annual rate of not less than
                           the Basis of Computation Interest Rate shown on the
                           Policy Specifications page.

                      Net single premiums are based on:

                      1.   The 7702 Table as shown on the Policy Specifications
                           page and any Policy Specifications page for Policy
                           Change; and

                      2.   The Basis of Computation Interest Rate shown on the
                           Policy Specifications page.

                      All values are at least equal to those required by any
                      applicable law of the state that governs your Policy. A
                      detailed statement of the method of computing values has
                      been filed, where required, with the Insurance Department
                      of the state in which the Policy is delivered.

                      9.  PAYMENT OF POLICY BENEFITS

PAYMENT               Unless otherwise requested, we may pay the Policy Proceeds
                      when the Insured dies to the Payee in one sum or by
                      placing the amount in an account that earns interest. The
                      Payee will have immediate access to all or any part of the
                      account. We will pay interest on the proceeds from the
                      date they become payable to the date of payment as stated
                      above. Interest will be payable at a rate that will be set
                      each year by us and that will not be less than that
                      required by law or 3% per year, if greater.

                      On request, all or part of the proceeds payable in one sum
                      at the death of the Insured can be applied to any Payment
                      Option at the choice of the Payee. Further, with our
                      consent, any Payee who is entitled to receive proceeds in
                      one sum when a Payment Option ends, or at the death of a
                      prior Payee, or when the proceeds are withdrawn, can
                      choose to apply the proceeds to a Payment Option.

CHOICE OF PAYMENT     The choice of a Payment Option and the naming of the Payee
OPTIONS; OPTION DATE  must be in written form satisfactory to us. You can make
                      or change or revoke the choice before the death of the
                      Insured. The Option Date is the effective date of the
                      Payment Option, as chosen.

                      When a Payment Option starts, we will issue a contract
                      that will describe the terms of the Option. We may require
                      that you send us this Policy

PAYEE                 A Payee is a person, a corporation, a partnership, a
                      fiduciary or any other legal entity entitled to receive
                      payment in one sum or under a Payment Option.

                      If the Payee is not a natural person, the choice of a
                      Payment Option will be subject to our approval. A
                      collateral assignment will modify a prior choice of a
                      Payment Option. The amount due the assignee will be
                      payable in one sum and the balance will be applied under
                      the Payment Option.

LIFE INCOME OPTIONS   Guaranteed Life Income Options are based on the age of the
                      Payee on the Option Date. We will require proof of age.
                      The Life Income payments will be based on the rates shown
                      in the Life Income Tables; or, if they are greater, our
                      Payment Option rates on the Option Date. If the rates at a
                      given age are the same for different periods certain, the
                      longest period certain will be deemed to have been chosen.

DEATH OF PAYEE        Amounts to be paid after the death of a Payee under a
                      Payment Option will be paid as due to the successor Payee.
                      If there is no successor Payee, amounts will be paid in
                      one sum to the estate of the last Payee to die. If a Payee
                      under a Life Income Option dies within 30 days after the
                      Option Date, the amount applied to the Option, less any
                      payments made, will be paid in one sum, unless a Payment
                      Option is chosen.

LIMITATIONS           If instalments under an Option would be less than $50,
                      proceeds can be applied to a Payment Option only with our
                      consent.

                      10.  PAYMENT OPTIONS

INTEREST INCOME       The proceeds applied to this Option will earn interest.
                      Interest on the proceeds:

                      1.   Will be paid monthly; or

                      2.   Will be added to the principal amount each year and
                           will earn interest.

                      Withdrawals of at least $500 each may be made at any time
                      by written request.

INSTALMENT INCOME     Monthly instalment payments will be made so that the
FOR A STATED PERIOD   proceeds applied, with interest, will be paid over the
                      period chosen (from 1 to 30 years). Any interest paid
                      above 3% (See Payment Option Rates below) by us for any
                      year will be added to the monthly payments for that year.

INSTALMENT INCOME     Monthly instalment payments of a chosen amount will be
OF A STATED AMOUNT    made until the entire proceeds applied, with interest, is
                      paid.

SINGLE LIFE INCOME    Monthly payments will be made during the lifetime of the
- - GUARANTEED          Payee with a chosen guaranteed payment period of 10, 15 or
PAYMENT PERIOD        20 years.

SINGLE LIFE INCOME    Monthly payments will be made during the lifetime of the
- - GUARANTEED RETURN   Payee. If the payee dies before the total amount applied
                      under this plan has been paid, the remainder will be paid
                      in one sum.

JOINT AND SURVIVOR    Monthly payments will be made:
LIFE INCOME

                      1.   While either of two Payees is living, but for at
                           least 10 years, called "Joint and Survivor Life
                           Income, 10 Years Certain"; or

                      2.   While two Payees are living, and after the death of
                           one Payee, two-thirds of the monthly amount while the
                           other Payee is living, called "Joint and 2/3 to
                           Survivor Life Income".

OTHER FREQUENCIES     Other Payment Options and payment frequencies may be
AND OPTIONS           arranged with us.

PAYMENT OPTION RATES  Amounts applied under the interest income and instalment
                      payment plans will earn interest at a rate we set from
                      time to time; but the rate will not be less than 3% per
                      year.

                      11.  LIFE INCOME TABLES

MINIMUM PAYMENTS      Monthly payments for each $1,000 applied will not be less
UNDER PAYMENT         than the amounts shown in the following Tables. On
OPTIONS               request, we will provide additional information about
                      amounts of minimum payments.

                      The rates shown below are based on an interest rate of 3%
                      per year and based on the 1983 IAM Mortality Table with
                      projection to 1992 using projection Scale G.



                      ----------------------------------------------------------
INSTALMENT INCOME     Years    Monthly    Years     Monthly    Years     Monthly
FOR A STATED PERIOD   Chosen   Payment    Chosen    Payment    Chosen    Payment
                      ==========================================================
                                                       
                      1        $84.47     11        $8.86      21        $5.32
                      2        42.86      12        8.24       22        5.15
                      3        28.99      13        7.71       23        4.99
                      4        22.06      14        7.26       24        4.84
                      5        17.91      15        6.87       25        4.71

                      6        15.14      16        6.53       26        4.59
                      7        13.16      17        6.23       27        4.47
                      8        11.68      18        5.96       28        4.37
                      9        10.53      19        5.73       29        4.27
                      10        9.61      20        5.51       30        4.18




                      ---------------------------------------------------------
                                     Guaranteed Payment Period
SINGLE LIFE           Payee's      --------------------------------  Guaranteed
INCOME                Age          10 Years    15 Years    20 Years  Return
                      =========================================================
                                                      
                      50           $3.48       $3.47       $3.45     $3.41
                      55           3.72        3.70        3.66      3.61
                      60           4.02        3.98        3.92      3.86
                      65           4.40        4.33        4.21      4.17
                      70           4.90        4.76        4.54      4.57
                      75           5.55        5.25        4.87      5.06
                      80           6.34        5.77        5.13      5.69
                      85 and over  7.25        6.21        5.28      6.49




                      ----------------------------------------------------------
JOINT AND SURVIVOR    Age of Both      Joint and Survivor,    Joint and 2/3
LIFE INCOME           Payees           10 Years Certain       to Survivor
                      ==========================================================
                                                     
                      55               $3.36                  $3.48
                      60               3.58                   3.73
                      65               3.87                   4.05
                      70               4.25                   4.48
                      75               4.76                   5.07


                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE



                               NON - PARTICIPATING




                            [GENERAL AMERICAN LOGO]
                             LIFE INSURANCE COMPANY
                           ST. LOUIS, MISSOURI 63166