[GENERAL AMERICAN LOGO]                                      EXHIBIT 99.1.A.5(b)
                                                                        3E-40-02

                                                                  POLICY NUMBER:
                                                                    [16,000,001]

LIFE INSURANCE COMPANY
ST. LOUIS, MISSOURI 63166

                                                                        INSURED:
                                                                      [JOHN DOE]

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                NON-PARTICIPATING

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

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

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

                             RIGHT TO EXAMINE POLICY

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

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


Signed for the Company at its Home Office, [St. Louis, Missouri 63166.
(1-800-638-9294)]



         VP, GENERAL COUNSEL,                     PRESIDENT AND CEO
            AND SECRETARY


                        ALPHABETIC GUIDE TO YOUR CONTRACT

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


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

POLICY SPECIFICATIONS


                          GENERAL POLICY SPECIFICATIONS

<Table>
                                     
INSURED                                         [JOHN DOE]
POLICY NUMBER                                 [16,000,001]
ISSUE DATE                               [JANUARY 1, 2002]
POLICY DATE                              [JANUARY 1, 2002]
DEATH BENEFIT OPTION                            [OPTION A]
INSURED AGE                                           [35]
SEX                                                 [MALE]



PLANNED ANNUAL PREMIUM:
         1ST YEAR                                [$800.00]
         YEAR 2                                  [$800.00]
QUALIFIED ROLLOVER PREMIUM                         [$0.00]
NO LAPSE ANNUAL PREMIUM                          [$355.32]
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%]
</Table>


BENEFITS - AS SPECIFIED IN POLICY AND IN ANY RIDER AT ISSUE
<Table>
<Caption>
POLICY PLAN                                 FACE AMOUNT        RISK
                                                               CLASSIFICATION
                                                         
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE:
                                            [$50,000]          [STANDARD SMOKER]
</Table>

POLICY SPECIFICATIONS (CONTINUED)
SEPARATE ACCOUNT                                          [SEPARATE ACCOUNT 11 ]


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

YOU AND YOUR              The Owner of this Policy.

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

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

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

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

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

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

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

                          1. The Policy Date of the Policy; and

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

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

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

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

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

LOAN ACCOUNT              The account to which we will transfer from the General
                          Account and the

                          Divisions of the Separate Account the amount of any
                          Loan.

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

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

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

SEC                       The United States Securities and Exchange Commission

                       2.  PERSONS WITH AN INTEREST IN THE POLICY

OWNER                  The Owner of the Policy is named in the Application (see
                       copy attached); but, the Owner can be changed 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 Owners
AND BENEFICIARY        or Beneficiaries. Co-Beneficiaries will receive equal
                       shares unless otherwise stated.

                       In naming Owners or Beneficiaries, unless otherwise
                       stated:

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

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

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

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

REQUESTS FOR 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, Executive
                       Vice-President or Secretary. Our agents have no authority
                       to alter or modify any terms, conditions, or agreements
                       of this Policy, or to waive any of its provisions.

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

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

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

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

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

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

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

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

INCONTESTABILITY       We cannot contest this Policy after it has been in force
                       during the lifetime of the Insured for two years from its
                       Issue Date. We cannot contest an increase in Face Amount
                       with regard to material misstatements made concerning
                       such increase after it has been in force during the
                       lifetime of the Insured for two

                       years from its effective date. We cannot contest a Death
                       Benefit increase caused by a premium payment which
                       required evidence of insurability after a period of two
                       years from the date we received the premium payment. This
                       provision will not apply to any rider that contains its
                       own incontestability clause.

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

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

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

                       There will be a change cost if there is an increase in
                       the 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 illustration
BENEFITS AND VALUES    of Cash Values and Death Benefits. We may charge a
                       nominal fee for any requested illustration after the
                       first in each policy year. This fee will not exceed the
                       Maximum Processing Charge shown on the Policy
                       Specifications page.

                       4.  SEPARATE ACCOUNT PROVISIONS

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

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

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

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

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

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

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

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

                       The values and benefits of a policy depend on: the
                       investment performance of the portfolios in which the
                       Divisions are invested; and the interest credited to the
                       General Account. We do not guarantee the investment
                       performance of the

                       portfolios of the Divisions. You bear the investment risk
                       for amounts invested in the Divisions for your Policy.

TRANSFERS              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 General Account and the Divisions of
                            Separate Account; or

                       2.   Among the Divisions of Separate Account.

                       These transfers will be subject to the following
                       conditions:

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

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

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

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

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

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

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

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

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

ADDITION, DELETION     As permitted by law, we can add or remove shares of a
OR SUBSTITUTION OF     fund that are held by the Separate Account or that the
INVESTMENTS            Separate Account may purchase. When a change is made, we
                       will send you: a revised prospectus for the Separate
                       Account which will describe all of the funds then
                       available for this Policy in the Separate Account or its
                       successor or any other investment company in which the
                       Separate 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 Division will
                       then invest:

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

                       2.   Future net premiums applied to that Division.

                       The investment policy of the Separate Account will not be
                       changed unless: (a)

                       the change has been approved by the Insurance
                       Commissioner of the State of Missouri; 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     This Policy is intended to qualify as a life insurance
LIFE 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      If this Policy is in force on or after the Insured's Attained
OF THE POLICY     Age 100 and if the age of the Insured on the Issue Date is
AFTER ATTAINED    Attained Age 80 or younger, the Death Benefit will be equal to
AGE 100           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            You may request policy changes at any time unless we
CHANGES           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         The Face Amount may be changed by sending us a written
FACE AMOUNT       request.

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

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

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

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

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

                           b.       Face Amounts provided by the next most
                                    recent applied for increases, successively;
                                    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 General Account and the
                  Divisions of the Separate Account in the same proportion that
                  the Cash Value in the General Account and the Cash Value in
                  each Division bears to the total Cash Value of the Policy less
                  the Cash Value in the Loan Account.

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

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

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

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

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

                  5.       New insurance 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         After the first policy year and prior to the Insured's
DEATH BENEFIT     Attained Age 100, changes to the Death Benefit Option will be
OPTION            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                    Your first premium is due as of the Policy Date.
OF PREMIUMS                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                A charge will be deducted for premium taxes from each
CHARGE                     premium submitted. The Maximum Premium Tax Charge, as
                           a percent of the premium, is shown on the Policy
                           Specifications page.

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

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

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

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

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

                           The initial allocation is shown on the Application, a
                           copy of which is attached. The total number of
                           accounts (the General Account plus the Divisions of
                           the Separate 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 General
                           Account Maximum Allocation Percent at any time.

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

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

NO LAPSE                   If, on a monthly anniversary day prior to the No
PERIOD                     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 General 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 General Account
                           and the Divisions of the Separate Account. If you do
                           not specify the allocation, then the Loan will be
                           allocated among the General Account and the Divisions
                           of the Separate Account in the same proportion that
                           the Cash Value in the General Account, and the Cash
                           Value in each Division bears to the total Cash Value
                           of the Policy less the Cash Value in the Loan
                           Account, on the date of the Loan.

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

LOAN INTEREST              The accrued Loan Interest will be due the earliest
DUE DATE                   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 General
                           Account and the Divisions of the Separate Account in
                           the same proportion that the Cash Value in the
                           General Account and the Cash Value in each Division
                           bears to the total Cash Value of the Policy less the
                           Cash Value in the Loan Account.

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

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

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

                           3.       The Cash Value in the Loan Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           The Cash Value in the General Account can be
                           negative.

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

                           The Cash Value in a Division can be negative.

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

                           The number of Division accumulation units will
                           increase when:

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

                           2.       Amounts are transferred to that Division; or

                           3.       Loans are repaid and credited to that
                                    Division.

                           The number of Division accumulation units will
                           decrease when:

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

                           2.       A Loan is taken from that Division;

                           3.       An amount is transferred from that Division;

                           4.       A Processing Charge is taken from that
                                    Division;

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

                           6.       A partial withdrawal is taken from that
                                    Division.

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


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

                                    times

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MONTHLY COST               The Monthly Cost of Insurance for the following month
OF 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              The Net Amount at Risk equals:
RISK

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

                           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               At the beginning of each policy year, the Monthly
OF INSURANCE               Cost of Insurance rate is determined for the initial
RATES                      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                    An Administration and Issue Expense Charge will be
ADMINISTRATION             deducted each policy month from the Cash Value as
AND ISSUE                  part of the Monthly Deduction. This charge equals the
EXPENSE                    applicable Face Amount times an Administration and
CHARGE                     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                    A Policy Charge will be deducted each policy month
POLICY CHARGE              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
                           Separate Account Cash Value at the beginning of the
                           current day. If the Cash Value is negative on a
                           monthly anniversary, the Asset Charge will not be
                           deducted for that month.

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

REDUCTION                  We may reduce or eliminate certain charges. The
OF CHARGES                 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                    On the first day of each policy month, whether or not
DEDUCTION                  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 General Account and the Divisions
                           of the Separate Account in the same proportion that
                           the Cash Value in the General Account and the Cash
                           Value in each Division bears to the total Cash Value
                           of the Policy less the Cash Value in the Loan Account
                           on the monthly anniversary. However, you can choose
                           in writing, at any time, to have Monthly Deductions
                           allocated to the General Account or to a specific
                           Division until the Cash Value in the Policy's portion
                           of the General Account or that Division is
                           insufficient to cover the entire Monthly Deduction;
                           and then to the General Account and the remaining
                           Divisions in the same proportion that the Cash Value
                           in the General Account and the Cash Value in each
                           Division bears to the total Cash Value of the Policy
                           less the Cash Value in the Loan Account on the
                           monthly anniversary. We will allocate the Monthly
                           Deduction according to your choice until you request
                           otherwise in writing to us.

DETERMINATION              Cost of Insurance Rates, Percent of Premium Charges,
OF                         Monthly Administration and Issue Expense Charges,
NONGUARANTEED              Monthly Policy Charges, Monthly Asset Charges and
FACTORS                    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                       The Cash Surrender Value of this Policy is:
SURRENDER
VALUE

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

                           Except with our consent, the amount of your partial
                           withdrawal request at any one time must be at least
                           the Minimum Loan and Withdrawal Amount shown on the
                           Policy Specifications page. We reserve the right to
                           limit the total amount you may withdraw to 90% of the
                           Cash Surrender Value of your Policy. (See the
                           Allocation of Partial Withdrawals, General Account
                           Partial Withdrawals and Separate Account Partial
                           Withdrawals provisions below 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 General Account and the Divisions
                           of the Separate Account in the same proportion that
                           the partial withdrawal was allocated among the
                           General Account and the Divisions of the Separate
                           Account. (See Allocation of Partial Withdrawals
                           provision below.) When the first partial withdrawal
                           of each policy year is made, this Surrender Charge
                           will not apply to: the first 10% of Cash Surrender
                           Value 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              You may allocate the partial withdrawal plus any
PARTIAL                    applicable Surrender Charge, subject to the
WITHDRAWALS                conditions below, among the General Account and the
                           Divisions of the Separate Account. If you do not
                           specify the allocation, then the partial withdrawal
                           will be allocated among the General Account and the
                           Divisions of the Separate Account in the same
                           proportion that the Cash Value in the General Account
                           and the Cash Value in each Division bears to the
                           total Cash Value of the Policy less the Cash Value in
                           the Loan Account on the date of the partial
                           withdrawal. If the General Account conditions will
                           not allow this proportionate allocation, we will
                           request that you specify an acceptable allocation.

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

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

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

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

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

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

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

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

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

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

                           The Surrender Charge will be allocated among the
                           General Account and the Divisions of the Separate
                           Account in the same proportion that the Cash

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

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

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

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

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

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

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

                           Transfers may also be postponed under the
                           circumstances listed above.

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

BASIS OF
COMPUTATION

                           The minimum cash values are based on:

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

                           2.       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                  The choice of a Payment Option and the naming of the
PAYMENT                    Payee must be in written form satisfactory to us. You
OPTIONS;                   can make or change or revoke the choice before the
OPTION DATE                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                Guaranteed Life Income Options are based on the age
OPTIONS                    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                   The proceeds applied to this Option will earn
INCOME                     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                 Monthly instalment payments will be made so that the
INCOME FOR A               proceeds applied, with interest, will be paid over
STATED PERIOD              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                 Monthly instalment payments of a chosen amount will
INCOME OF A                be made until the entire proceeds applied,
STATED                     with interest, is paid.
AMOUNT

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

SINGLE LIFE                Monthly payments will be made during the lifetime of
INCOME -                   the Payee. If the payee dies before the total amount
GUARANTEED                 applied under this plan has been paid, the remainder
RETURN                     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                      Other Payment Options and payment frequencies may be
FREQUENCIES                arranged with us.
AND
OPTIONS

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

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

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




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                  Age of Both       Joint and Survivor,
SURVIVOR LIFE                Payees           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





















                                    [GENERAL
                                    AMERICAN
                                      LOGO]

                             LIFE INSURANCE COMPANY

                            ST. LOUIS, MISSOURI 63166