Exhibit 1.A.5(b)



NEW ENGLAND LIFE
INSURANCE COMPANY                                               POLICY NUMBER:
BOSTON, MASSACHUSETTS  02116                                       [16,000,001]

                                                                      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 CASH VALUE 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 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, [Boston, Massachusetts 02116
(1-800-388-4000)]


             ABCD                                            ABCD
           President                                       Secretary




                        ALPHABETIC GUIDE TO YOUR CONTRACT



Section                                                             Section
                                                                       
4              Addition, Deletion or Substitution of                8           Monthly Administration and Issue Expense
               Investments                                                      Charge
6              Allocation of Net Premiums                           8           Monthly Cost of Insurance
8              Asset Charge                                         8           Monthly Cost of Insurance Rates
2              Assignments                                          8           Monthly Deduction
8              Basis of Computation                                 8           Monthly Policy Charge
2              Beneficiary                                          8           Net Investment Factor
8              Cash Surrender Value                                 6           Net Premium
8              Cash Values                                          6           No Lapse Period
8              Cash Value on or After Attained Age 100              2           Owner
5              Change in Death Benefit Option                       8           Partial Withdrawals
5              Change in Face Amount                                9           Payment of Policy Benefits
3              Change of Insured                                    6           Payment of Premiums
2              Change of Owner or Beneficiary                       6           Percent of Premium Charge
3              Claims of Creditors                                  10          Payment Options
5              Continuation of the Policy Beyond                    5           Policy Changes
               Attained Age 100                                     1           Policy Date
3              Contract                                             5           Policy Proceeds
3              Conversion Rights                                    8           Postponement of Payments or Transfers
5              Death Benefit                                        6           Premium Tax Charge
1              Definitions                                          6           Reinstatement
5              Definition of Life Insurance                         2           Requests for Changes and/or
6              Federal Tax Charge                                               Information
8              Fixed Account Cash Value                             3           Statements in Application
8              Fixed Account Interest Rate                          4           SubAccounts
6              Grace Period                                         3           Suicide Exclusion
3              Incontestability                                     8           Surrender
1              Issue Date                                           8           Surrender Charge
11             Life Income Tables                                   4           Transfer
8              Loan Account Cash Value                              3           Unisex Basis
7              Loans                                                8           Variable Account Cash Value
3              Misstatement of Age or Sex and                       4           Variable Account Provisions
               Corrections                                          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                                        [$800.00]
POLICY DATE                              [JANUARY 1, 2002]              YEAR 2                                          [$800.00]
DEATH BENEFIT OPTION                            [OPTION A]     QUALIFIED ROLLOVER PREMIUM                                 [$0.00]
INSURED AGE                                           [35]     NO LAPSE ANNUAL PREMIUM                                  [$355.32]
SEX                                                 [MALE]     NO LAPSE PREMIUM DATE                            [JANUARY 1, 2007]
                                                               MAXIMUM PREMIUM TAX CHARGE                                  [2.5%]
                                                               MAXIMUM FEDERAL TAX CHARGE                                 [1.25%]
                                                               MAXIMUM PERCENT OF PREMIUM CHARGE                             [5%]
                                                               MAXIMUM PERCENT OF PREMIUM CHARGE
                                                                  QUALIFIED ROLLOVER PREMIUM                                 [0%]


BENEFITS - AS SPECIFIED IN POLICY AND IN ANY RIDER AT ISSUE



POLICY PLAN                                                             FACE AMOUNT        RISK
                                                                                           CLASSIFICATION

                                                                                     
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE:
                                                                        [$50,000]          [STANDARD SMOKER]




POLICY SPECIFICATIONS (CONTINUED)
VARIABLE ACCOUNT


                                                                                                                 [VARIABLE LIFE
                                                                                                              SEPARATE ACCOUNT]
                                                                                        
MAXIMUM NUMBER OF ACCOUNTS ON THE INVESTMENT START DATE                                                                    [25]
MAXIMUM NUMBER OF ACCOUNTS AFTER THE INVESTMENT START DATE                                                                 [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 PERCENTAGE:
         YEARS 1 - 10                                                                                              [0.0583333%]
         YEARS 11 - 20                                                                                             [0.0291667%]
         YEARS 21 +                                                                                                [0.0208333%]
MAXIMUM ANNUAL ASSET CHARGE PERCENTAGE:
         YEARS 1 - 10                                                                                                   [0.70%]
         YEARS 11 - 20                                                                                                  [0.35%]
         YEARS 21 +                                                                                                     [0.25%]
MAXIMUM MONTHLY POLICY CHARGE:
         1ST YEAR                                                                                                      [$25.00]
         YEARS 2 +                                                                                                      [$6.00]
MAXIMUM MONTHLY ADMINISTRATION AND ISSUE EXPENSE
  CHARGE RATE:
         YEARS 1 - 10                                                                                                 [$0.1501]
         YEARS 11 +                                                                                                        [$0]
MAXIMUM LOAN INTEREST CHARGE RATE                                                                                       [3.50%]
MINIMUM LOAN AND WITHDRAWAL AMOUNT                                                                                    [$500.00]
MAXIMUM NUMBER OF TRANSFERS OR WITHDRAWALS                                                                                 [12]
MINIMUM FACE AMOUNT                                                                                                   [$50,000]
MINIMUM FACE AMOUNT INCREASE                                                                                          [$10,000]
MINIMUM FACE AMOUNT DECREASE                                                                                          [$10,000]
MAXIMUM FACE AMOUNT INCREASE ADMINISTRATION CHARGE                                                                    [$100.00]
MAXIMUM PROCESSING CHARGE                                                                                              [$25.00]
GUARANTEED INTEREST RATE ON PROCEEDS                                                                                     [3.0%]
7702 TABLE                                                                                 [1980 CSO MORTALITY TABLE FOR A MALE
                                                                                                                        SMOKER,
                                                                                                          AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION                                                                       [1980 CSO MORTALITY TABLE FOR A MALE
         OF MINIMUM CASH VALUES                                                                                         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.



                            SURRENDER CHARGE SCHEDULE

INSURED:          [JOHN DOE]
COVERAGE:         [FPVL]
FACE AMOUNT:      [$50,000]
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




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

INSURED:          [JOHN DOE]
COVERAGE:         [FPVL]
FACE AMOUNT:      [$50,000]
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               2.50000                  57                1.42000                   79                  1.05000
       36               2.50000                  58                1.38000                   80                  1.05000
       37               2.50000                  59                1.34000                   81                  1.05000
       38               2.50000                  60                1.30000                   82                  1.05000
       39               2.50000                  61                1.28000                   83                  1.05000
       40               2.50000                  62                1.26000                   84                  1.05000
       41               2.43000                  63                1.24000                   85                  1.05000
       42               2.36000                  64                1.22000                   86                  1.05000
       43               2.29000                  65                1.20000                   87                  1.05000
       44               2.22000                  66                1.19000                   88                  1.05000
       45               2.15000                  67                1.18000                   89                  1.05000
       46               2.09000                  68                1.17000                   90                  1.05000
       47               2.03000                  69                1.16000                   91                  1.04000
       48               1.97000                  70                1.15000                   92                  1.03000
       49               1.91000                  71                1.13000                   93                  1.02000
       50               1.85000                  72                1.11000                   94                  1.01000
       51               1.78000                  73                1.09000                   95                  1.01000
       52               1.71000                  74                1.07000                   96                  1.01000
       53               1.64000                  75                1.05000                   97                  1.01000
       54               1.57000                  76                1.05000                   98                  1.01000
       55               1.50000                  77                1.05000                   99                  1.01000
       56               1.46000                  78                1.05000                  100                  1.00000




                          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 net premium is applied
                          to the Fixed Account and/or the SubAccounts 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
                          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 SubAccounts 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 SubAccounts of the Variable Account
                          the amount of any Loan.

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

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

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

SEC                       The United States Securities and Exchange Commission

                          2. PERSONS WITH AN INTEREST IN THE POLICY

OWNER                     The Owner of the Policy is named in the Application
                          (see copy attached); but, the Owner can be changed
                          before the death of the Insured. 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.

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 other 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 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 SubAccounts of the
                          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 SubAccounts of the 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 Cash Surrender Value as a result of the change.

                          There will be a change credit payable to you if there
                          is a decrease in the Cash Surrender 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 Death Benefit, 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 State 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 State of Massachusetts. The
                          approval process is on file with the insurance
                          commissioner of the state in which this Policy was
                          delivered.

SUBACCOUNTS               The Variable Account has several SubAccounts. Each
                          SubAccount invests in shares of registered investment
                          companies or other pools of investment assets.

                          Income, gains and Iosses---whether or not
                          realized---from the assets of each SubAccount of the
                          Variable Account are credited to or charged against
                          that SubAccount without regard to income, gains or
                          losses in other SubAccounts of the Variable Account or
                          in the Fixed Account.

                          We will value the assets of each SubAccount 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
                          SubAccounts are invested; and the interest credited to
                          the Fixed Account. We do not guarantee the investment
                          performance of the portfolios of the SubAccounts. You
                          bear the investment risk for amounts invested



                          in the SubAccounts for your Policy.

TRANSFERS                 If you have not exercised your conversion rights,
                          fifteen days after the initial premium is applied to
                          the Policy, you may transfer amounts as follows:

                          1.  Between the Fixed Account and the SubAccounts of
                              Variable Account; or

                          2.  Among the SubAccounts 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 SubAccounts 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        As permitted by law, we can add or remove shares of a
OR SUBSTITUTION OF        fund that are held by the Variable Account or that the
INVESTMENTS               Variable Account may purchase. When a change is made,
                          we will send you: a revised prospectus for the
                          Variable Account which will describe all of the funds
                          then available for this Policy in the Variable
                          Account or its successor or any other investment
                          company in which the Variable Account is invested; and
                          any notice required by law.

                          When shares of a fund are removed, we have the right
                          to substitute a different fund in which the SubAccount
                          will then invest:

                          1.  The value of the removed shares of the fund; and

                          2.  Future net premiums applied to that SubAccount.

                          The investment policy of the Variable Account will not
                          be changed unless: (a) the change has been approved by
                          the Insurance Commissioner of the State of



                          Massachusetts; and (b) a statement of the approval
                          process has been filed with the Insurance Department
                          of the state in which this Policy is delivered.

                          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 of 1986
                          (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
                          Guideline Premium Test; and the Cash Value
                          Accumulation Test. The Test, as chosen in the
                          Application, cannot be changed. The Table of Corridor
                          Factors page 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 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 Code. 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.

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 Guideline
                               Premium Test or the Cash Value Accumulation 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 Guideline
                              Premium Test or the Cash Value Accumulation 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; and

                              c.  The remaining initial Face Amount plus any
                                  change in Face Amount resulting from 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 requested 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 SubAccounts of the Variable
                          Account in the same proportion that the Cash Value in
                          the Fixed Account and the Cash Value in each
                          SubAccount 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 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 BENEFIT   After the first policy year and prior to the Insured's
 OPTION                   Attained Age 100, changes to the Death 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 remaining initial Face Amount plus any
                                  change in Face Amount resulting from a change
                                  in Death Benefit Option to the Minimum Face
                                  Amount shown on the Policy Specifications
                                  page; and

                              e.  The Face Amount provided by any Adjustable
                                  Benefit Term Rider.

                          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 to satisfy 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 payment of
                              the increased planned premium would cause the
                              Policy to fail to satisfy 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 SubAccounts of the 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
                          SubAccounts of the Variable Account) you may have Cash
                          Value allocated to over the life of the Policy cannot
                          exceed the Maximum Number of Accounts After the
                          Investment Start Date 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. The total number of
                          accounts (the Fixed Account plus the SubAccounts of
                          the Variable Account) you may choose for the initial
                          allocation cannot exceed the Maximum Number of
                          Accounts on the Investment Start Date shown on the
                          Policy Specifications page. 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 SubAccount as of the
                          Investment Start Date. The Policy's Cash Value will be
                          transferred, based on your choice, to the SubAccounts
                          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 SubAccount. After this transfer, each Net
                          Premium allocated to the Variable Account will be
                          applied to the SubAccounts 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 SubAccounts 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;

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

                          5.  A Change of Insured.

                          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, any Cash Value
                              paid to you to allow the Policy to continue to
                              qualify as a life insurance contract 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
                          Amount Due 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.

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


                          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 on the date of the loan request is:

                          1.  The Cash Value; less

                          2.  Any Surrender Charge that would apply upon
                              surrender whether or not there is a surrender;
                              less

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

                          4.  Interest at the Fixed Account Interest Rate shown
                              on the Policy Specifications page projected on 1
                              less 2 less 3 above to the next policy
                              anniversary; less

                          5.  Loan Interest to the next policy anniversary; less

                          6.  Any existing Loan.

                          You may allocate the Loan among the Fixed Account and
                          the SubAccounts of the Variable Account. If you do not
                          specify the allocation, then the Loan will be
                          allocated among the Fixed Account and the SubAccounts
                          of the Variable Account in the same proportion that
                          the Cash Value in the Fixed Account, and the Cash
                          Value in each SubAccount 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 SubAccount 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 SubAccounts
                          of Variable Account in the same proportion that the
                          Cash Value allocated to each Loan SubAccount bears to
                          the Cash Value in the Loan Account.

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

                          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 SubAccounts of the Variable Account in
                          the same proportion that the Cash Value in the Fixed
                          Account and the Cash Value in each SubAccount 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 SubAccounts of Variable Account in the same
                          proportion that the Cash Value allocated to each Loan
                          SubAccount bears to the Cash Value in the Loan
                          Account. 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 SubAccounts of the Variable
                              Account, plus

                          3.  The Cash Value in the Loan Account.

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

FIXED ACCOUNT CASH VALUE  The Cash Value in the Fixed Account as of the
                          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 SubAccounts 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
                              Fixed 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.



FIXED ACCOUNT INTEREST    The interest credited to the Fixed Account Cash Value
  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 SubAccount 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 SubAccount; less

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

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

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

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

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

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

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

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

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

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

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

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

                          The Cash Value in a SubAccount can be negative.

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

                          The number of SubAccount accumulation units will
                          increase when:

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

                          2.  Amounts are transferred to that SubAccount; or

                          3.  Loans are repaid and credited to that SubAccount.


                          The number of SubAccount accumulation units will
                          decrease when:

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

                          2.  A Loan is taken from that SubAccount;

                          3.  An amount is transferred from that SubAccount;

                          4.  A Processing Charge is taken from that SubAccount;

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

                          6.  A partial withdrawal is taken from that
                              SubAccount.



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 SubAccount for
                              the current Valuation Period.

NET INVESTMENT FACTOR     The Net Investment Factor measures the investment
                          performance of a SubAccount during a Valuation Period.
                          The Net Investment Factor for each SubAccount 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 SubAccount 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
                              SubAccounts 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 SubAccount; divided by

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

LOAN ACCOUNT CASH VALUE   The Cash Value in the Loan Account as of the
                          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 SubAccounts 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 SubAccounts 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 and is
                          included in the Total Monthly Cost of




                          Insurance. The Total Monthly Cost of Insurance is
                          equal to:

                          1.  The Net Amount at Risk allocated to the remaining
                              initial Face Amount times the Monthly Cost of
                              Insurance Rate for the remaining initial Face
                              Amount, divided by 1,000; plus

                          2.  The Net Amount at Risk allocated to any increase
                              in Face Amount resulting from a Death Benefit
                              Option Change times the Monthly Cost of Insurance
                              Rate for that increase, divided by 1,000; plus

                          3.  The Net Amount at Risk allocated to any
                              Supplemental Coverage Term Rider times the Monthly
                              Cost of Insurance Rate for the Rider, divided by
                              1,000; plus

                          4.  The Net Amount at Risk allocated to any Adjustable
                              Benefit Term Rider Face Amount increases times the
                              Monthly Cost of Insurance Rate for the Rider,
                              divided by 1,000; plus

                          5.  If you request any increase in your Face Amount,
                              the Net Amount at Risk allocated to each requested
                              Amount of Increase times the Monthly Cost of
                              Insurance rate for each increase in Face Amount,
                              divided by 1,000.

NET AMOUNT AT RISK        The Net Amount at Risk equals:

                          1.  For Death Benefit Option A:

                              a.  The greater of: the Face Amount divided by the
                                  Monthly Discount Factor shown on the Policy
                                  Specifications page; and the Cash Value
                                  (before the deduction of the Total Monthly
                                  Cost of Insurance, the Cost of Rider for any
                                  Waiver of Monthly Deductions Rider and the
                                  Cost of Rider for any Secondary Guarantee
                                  Rider) at the beginning of the policy month
                                  times the Attained Age Factor as shown on the
                                  Table of Corridor Factors; less

                              b.  Any Cash Value (before the deduction of the
                                  Total Monthly Cost of Insurance, the Cost of
                                  Rider for any Waiver of Monthly Deductions
                                  Rider and the Cost of Rider for any Secondary
                                  Guarantee Rider).

                          2.  For Death Benefit Option B:

                              a.  The greater of: the Face Amount divided by the
                                  Monthly Discount Factor shown on the Policy
                                  Specifications page plus the Cash Value
                                  (before the deduction of the Total Monthly
                                  Cost of Insurance, the Cost of Rider for any
                                  Waiver of Monthly Deductions Rider and the
                                  Cost of Rider for any Secondary Guarantee
                                  Rider) at the beginning of the policy month;
                                  and the Cash Value (before the deduction of
                                  the Total Monthly Cost of Insurance, the Cost
                                  of Rider for any Waiver of Monthly Deductions
                                  Rider and the Cost of Rider for any Secondary
                                  Guarantee Rider) at the beginning of the
                                  policy month times the Attained Age Factor as
                                  shown on the Table of Corridor Factors; less

                              b.  Any Cash Value (before the deduction of the
                                  Total Monthly Cost of Insurance, the Cost of
                                  Rider for any Waiver of Monthly Deductions
                                  Rider and the Cost of Rider for any Secondary
                                  Guarantee Rider).

                          The Cash Value used in the Net Amount at Risk
                          calculation will not be less than zero.


ALLOCATION OF NET         The Net Amount at Risk will be allocated to coverages
AMOUNT AT RISK            in the following order:

                          1.  To all increases in Face Amount in the order they
                              were effective, if any; then

                          2.  To all Adjustable Benefit Term Rider Face Amount
                              increases, if any; then

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

                          4.  To the coverage provided by the remaining initial
                              Face Amount plus any change in Face Amount
                              resulting from a Death Benefit Option change.

                          Any remaining Net Amount at Risk will be allocated to
                          the coverage described in 4 above.

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 and sex. For the initial Face
                          Amount, we will use the Risk Classification as of the
                          Issue Date. For each increase in Face Amount, we will
                          use the Risk Classification applicable to the
                          increase.

                          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 ADMINISTRATION    An Administration and Issue Expense Charge will be
AND ISSUE EXPENSE CHARGE  deducted each policy month from the Cash Value as part
                          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 Maximum Monthly Policy Charge 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 Maximum Face Amount Increase Administration
                              Charge, if any; plus

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

                          6.  The Total Monthly Cost of Insurance.

                          The Monthly Deduction for a policy month will be
                          allocated among the Fixed Account and the SubAccounts
                          of the Variable Account in the same proportion that
                          the Cash Value in the Fixed Account and the Cash Value
                          in each SubAccount 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 to the Fixed Account or to a specific
                          SubAccount until the Cash Value in the Policy's
                          portion of the Fixed Account or that SubAccount is
                          insufficient to cover the entire Monthly Deduction;
                          and then to the Fixed Account and the remaining
                          SubAccounts in the same proportion that the Cash Value
                          in the Fixed Account and the Cash Value in each
                          SubAccount 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 be paid to you in
                          one sum unless you elect in writing to apply all or
                          part of the proceeds to a Payment Option. (See the
                          Payment Options provision.) The Policy will terminate
                          on the monthly anniversary on or next following the
                          date of surrender. If the Insured dies on or after the
                          date of surrender and before the termination of the
                          Policy: the surrender will be reversed; the Cash
                          Surrender Value paid to you will be processed as a
                          Loan; and the Cash Surrender Value paid to you will be
                          deducted from the Policy Proceeds.

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 for additional limits we
                          may impose on partial withdrawals.)

                          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 SubAccounts of the
                          Variable Account in the same proportion that the
                          partial withdrawal was allocated among the Fixed
                          Account and the SubAccounts 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 at



                          the time of withdrawal; or if the amount withdrawn is
                          less than 10% of the Cash Surrender Value, the amount
                          of the partial withdrawal.

                          The Face Amount will be decreased in the following
                          order:

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

                          2.  The Face Amount of any Supplemental Coverage Term
                              Rider;

                          3.  The Face Amounts provided by any Adjustable
                              Benefit 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 SubAccounts of
                          the Variable Account. If you do not specify the
                          allocation, then the partial withdrawal will be
                          allocated among the Fixed Account and the SubAccounts
                          of the Variable Account in the same proportion that
                          the Cash Value in the Fixed Account and the Cash Value
                          in each SubAccount 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 SubAccount of the
                          Variable Account.

                          The maximum amount of your partial withdrawal from any
                          one of the SubAccounts of the Variable Account will be
                          the Cash Surrender Value of that SubAccount.

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 SubAccounts of the Variable Account in
                          the same proportion that the Cash



                          Value in the Fixed Account and the Cash Value in each
                          SubAccount bears to the total Cash Value of the Policy
                          less the Cash Value in the Loan Account. If a
                          Surrender Charge is imposed resulting from a partial
                          withdrawal, it will be allocated among the Fixed
                          Account and the SubAccounts of the Variable Account in
                          the same proportion that the partial withdrawal was
                          allocated among the Fixed Account and the SubAccounts
                          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
                          SubAccounts 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 SubAccounts 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.  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 the Policy Proceeds or surrender proceeds 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     A Monthly instalment payments will be made so that the
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 A    Monthly instalment payments of a chosen amount will
STATED AMOUNT             be 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 LIFE   Monthly payments will be made:
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 UNDER    Monthly payments for each $1,000 applied will not be
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 A   Years Chosen     Monthly Payment    Years Chosen      Monthly Payment    Years Chosen      Monthly Payment
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                                     Guaranteed Payment Period
INCOME                    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 LIFE   Age of Both Payees    Joint and Survivor, 10 Years Certain      Joint and 2/3 to Survivor
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
                           BOSTON, MASSACHUSETTS 02116