Exhibit 1.A.5(a)

                                                                        2E-40-02

                                                  POLICY NUMBER: [16,000,001]

NEW ENGLAND LIFE INSURANCE COMPANY
BOSTON, MASSACHUSETTS 02116

                                                          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 VARIABLE ACCOUNT INVESTMENT EXPERIENCE AND ON THE
FIXED ACCOUNT INTEREST. SEE THE VARIABLE ACCOUNT PROVISION AND THE FIXED
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 New England Life
Insurance Company. PLEASE READ YOUR CONTRACT CAREFULLY.


Signed for the Company at its Home Office, [501 Boylston Street, Boston, MA
02116)(1-800-388-4000)]


PRESIDENT

          SECRETARY



                       ALPHABETIC GUIDE TO YOUR CONTRACT



Section                                          Section
                                                    
4         Addition, Deletion or Substitution     3           Misstatement of Age or Sex and
          of Investments                                     Corrections
6         Allocation of Net Premiums             8           Monthly Administration and Issue
                                                             Expense
8         Asset Charge                                       Charge
2         Assignments                            8           Monthly Cost of Insurance
8         Basis of Computation                   8           Monthly Cost of Insurance Rates
2         Beneficiary                            8           Monthly Deduction
8         Cash Surrender Value                   8           Monthly Policy Charge
8         Cash Values                            8           Net Investment Factor
8         Cash Value After Attained Age 100      6           Net Premium
5         Change in Death Benefit Option         6           No Lapse Period
5         Change in Face Amount                  2           Owner
3         Change of Insured                      8           Partial Withdrawals
2         Change of Owner or Beneficiary         9           Payment of Policy Benefits
3         Claims of Creditors                    6           Payment of Premiums
5         Continuation of the Policy Beyond      6           Percent of Premium Charge
          Attained Age 100                       5           Policy Changes
3         Contract                               1           Policy Date
3         Conversion Rights                      5           Policy Proceeds
5         Death Benefit                          8           Postponement of Payments or
                                                             Transfers
1         Definitions                            6           Premium Tax Charge
5         Definition of Life Insurance           6           Reinstatement
4         Sub-Accounts                           2           Requests for Changes and/or
6         Federal Tax Charge                                 Information
8         Fixed Account Cash Value               8           Variable Account Cash Value
8         Fixed Account Interest Rate            4           Variable Account Provisions
6         Grace Period                           3           Statements in Application
3         Incontestability                       3           Suicide Exclusion
9         Interest on Proceeds                   8           Surrender
1         Issue Date                             8           Surrender Charge
8         Loan Account Cash Value                4           Transfer
7         Loans                                  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]   PLANNED ANNUAL PREMIUM:
ISSUE DATE             [JANUARY 1, 2002]         1ST YEAR                              [$732.50]
POLICY DATE            [JANUARY 1, 2002]         YEARS 2+                              [$732.50]
FACE AMOUNT                    [$50,000]   QUALIFIED ROLLOVER PREMIUM                    [$0.00]
DEATH BENEFIT                              NO LAPSE ANNUAL PREMIUM                     [$732.50]
 OPTION                       [OPTION A]   NO LAPSE PREMIUM
INSURED AGE                         [35]             DATE                      [JANUARY 1, 2007]
SEX                               [MALE]   MAXIMUM PREMIUM TAX CHARGE                     [2.5%]
RISK CLASSIFICATION            [STANDARD   MAXIMUM FEDERAL TAX CHARGE                    [1.25%]
                                 SMOKER]   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)



VARIABLE ACCOUNT                                            [NEW ENGLAND VARIABLE  LIFE
                                                                    SEPARATE ACCOUNT  ]
                                                         
MAXIMUM NUMBER OF ACCOUNTS                                                         [49]
FIXED ACCOUNT CASH VALUE
      GUARANTEED INTEREST RATE                                                     [3%]
FIXED ACCOUNT MAXIMUM
      ALLOCATION PERCENT                                                         [100%]
FIXED ACCOUNT MAXIMUM
      WITHDRAWAL PERCENT LIMIT                                                    [25%]
MONTHLY DISCOUNT FACTOR                                                     [1.0024663]
MAXIMUM MONTHLY ASSET CHARGE PRECENTAGE:
      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
      OF MINIMUM CASH VALUES                                     FOR A 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            New England 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 DATE     The date as of when the first premium is applied to
                          the Fixed Account and/or the Sub-Accounts of the
                          Variable 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
PREMIUM                   result 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.

FIXED ACCOUNT             The assets held by us, excluding any Loan, other than
                          those allocated to the Sub-Accounts of the Variable
                          Account or any other Variable Account.

VARIABLE 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 Fixed
                          Account and the Sub-Accounts of the Variable Account
                          the amount of any Loan.

LOAN SUB-ACCOUNT          A Loan Sub-Account exists for the Fixed Account and
                          each Sub-Account of the Variable Account. Any Cash
                          Value transferred to the Loan Account will be
                          allocated to the appropriate Loan Sub-Account to
                          reflect the origin of the Cash Value. At any point in
                          time, the Loan Account will equal the sum of all the
                          Loan Sub-Accounts.

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



                          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 Sub-Accounts of
                          Variable Account to the Fixed Account.

                          If, at any time during the first two policy years, you
                          request in writing the transfer of the Cash Value held
                          in the Sub-Accounts of Variable Account to the Fixed
                          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 Fixed 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
CORRECTIONS               that 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
BENEFITS AND VALUES       illustration 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.  VARIABLE ACCOUNT PROVISIONS

VARIABLE ACCOUNT          The variable benefits under this Policy are provided
                          through investments in the Variable 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 Variable Account. These
                          assets are held separately from the assets held in the
                          Fixed Account. Income, gains and losses---whether or
                          not realized---from assets allocated to the Variable
                          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 Variable Account
                          equal to the reserves and other policy liabilities
                          with respect to the Variable Account will not be
                          charged with liabilities that arise from any other
                          business we may conduct. We have the right to transfer
                          to our Fixed Account any assets of the Variable
                          Account which are in excess of the reserves and other
                          policy liabilities of the Variable 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 Variable Account is registered with the Securities
                          and Exchange Commission as a unit investment trust
                          under the Investment Company Act of 1940. The Variable
                          Account is also subject to the laws of the
                          Commonwealth of Massachusetts, which regulate the
                          operations of insurance companies incorporated in
                          Massachusetts. The investment policy of the Variable
                          Account will not be changed without the approval of
                          the Insurance Commissioner of the Commonwealth of
                          Massachusetts. The approval process is on file with
                          the insurance commissioner of the state in which this
                          Policy was delivered.

SUB-ACCOUNTS              The Variable Account has several Sub-Accounts. Each
                          Sub-Account 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 Sub-Account of the
                          Variable Account are credited to or charged against
                          that Sub-Account without regard to income, gains or
                          losses in other Sub-Accounts of the Variable Account
                          or in the Fixed Account.

                          We will value the assets of each Sub-Account of the
                          Variable 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
                          Sub-Accounts are invested; and the interest

                          credited to the Fixed Account. We do not guarantee the
                          investment performance of the portfolios of the
                          Sub-Accounts. You bear the investment risk for amounts
                          invested in the Sub-Accounts 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 Fixed Account and the Sub-Accounts of
                              Variable Account; or

                          2.  Among the Sub-Accounts of Variable 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 Fixed Account (the Fixed
                              Account Maximum) in any policy year will be the
                              greater of a. and b.

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

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

                                  However, if less than $100 would remain in the
                                  Fixed Account after the transfer, you can
                                  transfer the remainder to the Sub-Accounts of
                                  the Variable Account.

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

                                  i.  The Fixed Account Cash Value plus the
                                      Variable Account Cash Value.

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

ADDITION, DELETION OR     We reserve the right, subject to compliance with
SUBSTITUTION OF           applicable law, to make additions to, deletions from,
INVESTMENTS               or substitutions for the shares of a fund that are
                          held by the Variable Account or that the Variable
                          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 Sub-Account
                          of the Variable Account without notice to the Owner
                          and compliance with the Investment Company Act of
                          1940. This will not prevent the Variable 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
                          Sub-Accounts of the Variable Account which would
                          invest in shares of registered investment companies or
                          other pools of investment assets and to make such
                          Sub-Accounts available to such class or series of
                          policies as we deem appropriate. We also reserve the
                          right to eliminate, close or combine existing
                          Sub-Accounts of the Variable Account or to transfer
                          assets between Sub-Accounts.

                          If we consider it to be in the best interest of
                          persons having voting rights under the policies, the
                          Variable 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     Attained Age 100 and if the age of the Insured on the
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 AMOUNT     The Face Amount may be changed by sending us a written
                          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
                          Fixed Account and the Sub-Accounts of the Variable
                          Account in the same proportion that the Cash Value in
                          the Fixed Account and the Cash Value in each
                          Sub-Account 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 OPTION            Benefit 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.
CHARGE                    The 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                  Fixed Account and the Sub-Accounts of Variable
                          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 Fixed Account plus the
                          Sub-Accounts of the Variable 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 Fixed Account Cash
                          Value immediately after payment of the premium cannot
                          exceed 1., below, times 2., below:

                          1.  The Fixed Account Cash Value plus the Variable
                              Account Cash Value.

                          2.  The Fixed 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 Fixed
                          Account Maximum Allocation Percent at any time.

                          The Policy's first investment of the Net Premium is
                          made in the Money Market Sub-Account as of the
                          Investment Start Date. The Policy's Cash Value will be
                          transferred, based on your choice, to the Sub-Accounts
                          and the Fixed 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 Sub-Account. After this transfer, each Net
                          Premium allocated to the Variable Account will be
                          applied to the Sub-Accounts 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 CHANGE      If you have not exercised your Conversion Rights, you
ALLOCATION                may change the allocation of future Net Premiums among
                          the Fixed Account and/or the Sub-Accounts of the
                          Variable 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 Fixed 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 Fixed Account and
                          the Sub-Accounts of the Variable Account. If you do
                          not specify the allocation, then the Loan will be
                          allocated among the Fixed Account and the Sub-Accounts
                          of the Variable Account in the same proportion that
                          the Cash Value in the Fixed Account, and the Cash
                          Value in each Sub-Account 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 Fixed
                          Account and each Sub-Account of the Variable 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 Fixed 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 Fixed Account and the Sub-Accounts
                          of Variable 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 Fixed
                          Account and the Sub-Accounts of the Variable Account
                          in the same proportion that the Cash Value in the
                          Fixed Account and the Cash Value in each Sub-Account
                          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 Fixed Account and
                          the Sub-Accounts of Variable 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 Fixed Account; plus

                          2.  The Cash Value in the Sub-Accounts of the Variable
                              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 AGE        Attained Age 100, the Cash Value of your Policy will
100                       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.

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

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

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

                          The Cash Value in the Fixed 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 Fixed Account on that day; plus

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

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

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

                          6.  Any amount transferred from the Fixed Account to
                              the Sub-Accounts of the Variable Account on that
                              day; less

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

                          8.  Any portion of a Processing Charge taken from the
                              Sub-Account; less

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

                          10. Any amount transferred from the Fixed 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 Fixed
                              Account, to cover the policy month that starts on
                              that day.

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

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

VARIABLE ACCOUNT CASH     The Cash Value in each Sub-Account of the Variable
VALUE                     Account on the Investment Start Date is equal to:

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

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

                          The Cash Value in each Sub-Account of the Variable
                          Account on subsequent Valuation Dates is equal to:

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

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

                          3.  Any amounts transferred to the Sub-Account from
                              the Fixed Account or from another Sub-Account
                              during the current Valuation Period; plus

                          4.  Any Loan repayments allocated to the Sub-Account
                              during the current Valuation Period; plus

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

                          6.  Any amounts transferred from the Sub-Account
                              during the current Valuation Period; less

                          7.  Any partial withdrawal from the Sub-Account during
                              the current Valuation Period; less

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

                          9.  Any portion of a Processing Charge taken from the
                              Sub-Account; less

                          10. Any amount transferred from the Sub-Account 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 Sub-Account during the
                              current Valuation Period to cover the policy month
                              which starts during that Valuation Period.

                          The Cash Value in a Sub-Account can be negative.

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

                          The number of Sub-Account accumulation units will
                          increase when:

                          1.  Any portion of a Net Premium is allocated to that
                              Sub-Account;

                          2.  Amounts are transferred to that Sub-Account; or

                          3.  Loans are repaid and credited to that Sub-Account.

                          The number of Sub-Account accumulation units will
                          decrease when:

                          1.  Any portion of the Monthly Deduction is deducted
                              from that Sub-Account;

                          2.  A Loan is taken from that Sub-Account;

                          3.  An amount is transferred from that Sub-Account;

                          4.  A Processing Charge is taken from that
                              Sub-Account;

                          5.  A Surrender Charge is taken from that Sub-Account;
                              or

                          6.  A partial withdrawal is taken from that
                              Sub-Account.

VALUE OF EACH             The value of an accumulation unit may increase or
ACCUMULATION UNIT         decrease 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 Sub-Account for
                              the current Valuation Period.

NET INVESTMENT FACTOR     The Net Investment Factor measures the investment
                          performance of a Sub-Account during a Valuation
                          Period. The Net Investment Factor for each Sub-Account
                          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 Sub-Account 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
                              Sub-Accounts of the Variable Account, or any
                              amount we set aside during the Valuation Period as
                              a reserve for taxes attributable to the operation
                              or maintenance of each Sub-Account; 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
VALUE                     Investment 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 Fixed Account on that day; plus

                          3.  Any amount transferred to the Loan Account from
                              the Sub-Accounts of the Variable 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 Fixed Account on that day; less


                          6.  Any amount transferred from the Loan Account to
                              the Sub-Accounts of the Variable Account on that
                              day.

MONTHLY COST OF           The Monthly Cost of Insurance for the following month
INSURANCE                 is 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
INSURANCE RATES           of 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
ISSUE EXPENSE CHARGE      of 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 CHARGE     A Policy Charge will be deducted each policy month
                          from 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 Variable 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 Fixed Account and the Sub-Accounts
                          of the Variable Account in the same proportion that
                          the Cash Value in the Fixed Account and the Cash Value
                          in each Sub-Account 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 Fixed Account or a specific
                          Sub-Account until the Cash Value in the Policy's
                          portion of the Fixed Account or that Sub-Account is
                          insufficient to cover the entire Monthly Deduction;
                          and then the Fixed Account and the remaining
                          Sub-Accounts in the same proportion that the Cash
                          Value in the Fixed Account and the Cash Value in each
                          Sub-Account 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 FACTORS     Monthly Administration and Issue Expense Charges,
                          Monthly 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, Fixed Account
                          Partial Withdrawals and Variable 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 Fixed Account and the Sub-Accounts of the
                          Variable Account in the same proportion that the
                          partial withdrawal was allocated among the Fixed
                          Account and the Sub-Accounts of the Variable 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 PARTIAL     You may allocate the partial withdrawal plus any
WITHDRAWALS               applicable Surrender Charge, subject to the conditions
                          below, among the Fixed Account and the Sub-Accounts of
                          the Variable Account. If you do not specify the
                          allocation, then the partial withdrawal will be
                          allocated among the Fixed Account and the Sub-Accounts
                          of the Variable Account in the same proportion that
                          the Cash Value in the Fixed Account and the Cash Value
                          in each Sub-Account 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 Fixed
                          Account conditions will not allow this proportionate
                          allocation, we will request that you specify an
                          acceptable allocation.

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

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

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

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

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

VARIABLE ACCOUNT          You may request a partial withdrawal be taken from
PARTIAL WITHDRAWALS       your Cash Surrender Value in a Sub-Account of the
                          Variable Account.

                          The maximum amount of your partial withdrawal from any
                          one of the Sub-Accounts of the Variable Account in a
                          policy year will be the Cash Surrender Value of that
                          Sub-Account.

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 Fixed
                          Account and the Sub-Accounts of the Variable Account
                          in the same proportion that the Cash Value in the
                          Fixed Account and the Cash Value in each Sub-Account
                          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 Fixed Account and the
                          Sub-Accounts of the Variable 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 TRANSFERS     surrender or partial withdrawals allocated to the
                          Sub-Accounts of the Variable 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 Sub-Accounts of the Variable 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 Variable Account.

                          We may defer payment of the portion of any amount
                          payable from the Fixed 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 Fixed Account for not more than six months. No
                          payment from the Fixed 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 Fixed 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
OPTIONS; OPTION DATE      Payee 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 FOR     Monthly instalment payments will be made so that the
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 OF      Monthly instalment payments of a chosen amount will be
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
GUARANTEED PAYMENT        the Payee with a chosen guaranteed payment period of
PERIOD                    10, 15 or 20 years.

SINGLE LIFE INCOME -      Monthly payments will be made during the lifetime of
GUARANTEED RETURN         the 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 AND     Other Payment Options and payment frequencies may be
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
UNDER PAYMENT OPTIONS     less than the amounts shown in the following Tables.
                          On 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 FOR     Years Chosen    Monthly Payment   Years Chosen     Monthly Payment   Years Chosen     Monthly Payment
A STATED PERIOD           ------------    ---------------   ------------     ---------------   ------------     ---------------
                                                                                              
                                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




SINGLE LIFE INCOME                                   Guaranteed Payment Period
                                             -----------------------------------------
                          Payee's Age        10 Years         15 Years        20 Years     Guaranteed 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 Payees   Joint and Survivor, 10 Years Certain   Joint and 2/3 to Survivor
LIFE INCOME               ------------------   ------------------------------------   -------------------------
                                                                             
                                  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




                       NEW ENGLAND LIFE INSURANCE COMPANY

                               501 BOYLSTON STREET

                           BOSTON, MASSACHUSETTS 02116