Exhibit 1.A.(11)
Memorandum describing issuance, transfer and redemption procedures

Description of Issuance, Transfer and Redemption Procedures
for Individual Flexible Premium Variable Life Insurance Policies
Issued by
Western Reserve Life Assurance Co. of Ohio

This document sets forth the administrative procedures, as required by
Rule 6e-3(T)(b)(12)(iii), that will be followed by Western Reserve Life
Assurance Co. of Ohio (the "Company") in connection with the issuance of WRL
Freedom Elite Builder, its individual flexible premium variable life insurance
policy ("Policy" or "Policies") and acceptance of payments thereunder, the
transfer of assets held thereunder, and the redemption by owners of the Policy
("owners") of their interests in those Policies. Terms used herein have the same
definitions as in the prospectus for the Policy that is included in the current
registration statement on Form S-6 for the Policy (File No. 333-58322/811-4420)
as filed with the Securities and Exchange Commission ("SEC").

TABLE OF CONTENTS

I. Procedures Relating to Purchase and Issuance of the Policies and Acceptance of Premiums.....................1

A. Offer of the Policies, Application, Initial Premium, and Issuance........................................1
B. Additional Premiums......................................................................................5
C. Crediting Premiums.......................................................................................6
D. Planned Periodic Payments................................................................................7
E. No Lapse Period; Premiums During a Grace Period and Premiums Upon Reinstatement..........................8
F. Allocations of Initial Premium Among the Fixed Account and the Subaccounts..............................10
G. Loan Repayments and Interest Payments...................................................................12
H. Refund of Excess Premiums for Modified Endowment Contracts..............................................13

II. Transfers..................................................................................................14

A. Transfers Among the Subaccounts and the Fixed Account...................................................14
B. Dollar Cost Averaging...................................................................................16
C. Asset Rebalancing.......................................................................................16
D. Third Party Asset Allocation Services...................................................................18
E. Transfer Errors.........................................................................................18

III. "Redemption" Procedures....................................................................................18

A. "Free-Look" Right.......................................................................................18
B. Surrenders..............................................................................................19
C. Cash Withdrawals........................................................................................21
D. Lapses..................................................................................................23
E. Premium Expense Charges, Monthly Deduction, and Mortality and Expense Risk Charge.......................23
F. Death Benefits..........................................................................................28
G. Policy Loans............................................................................................32
H. Payments by the Company.................................................................................33
I. Conversion Rights.......................................................................................34
J. Redemption Errors.......................................................................................34
K. Misstatement of Age or Gender...........................................................................34
L. Incontestability........................................................................................35
M. Limited Death Benefit...................................................................................35

I. Procedures Relating to Purchase and Issuance of the Policies and
Acceptance of Premiums

A. Offer of the Policies, Application, Initial Premium, and
Issuance

Offer of the Policies. The Policies are offered and issued
pursuant to underwriting standards in accordance with state
insurance laws for an initial premium determined by the owner,
who also has the flexibility to determine the frequency and
the amount of premiums to be paid under the Policy. However,
before the Policy is issued, the Company may require the owner
to pay a premium at least equal to a minimum monthly guarantee
premium set forth in the Policy. Insurance is based on the
principle of pooling and distribution of mortality risks,
which assumes that each owner pays an initial premium
commensurate with the insured's mortality risk as actuarially
determined utilizing factors such as age, gender, and rate
class of the insured. Uniform premiums for all insureds would
discriminate unfairly in favor of those insureds representing
greater risk. Although there is no uniform premium for all
insureds, there is a uniform premium for all insureds of the
same rate class, age, and gender and same specified amount.

Application. Persons wishing to purchase a Policy must
complete an application and submit it to the Company through
any licensed life insurance agent who is also a registered
representative of a broker-dealer having a selling agreement
with the principal underwriter for the Policy. The application
must specify the name of the insured(s) and provide certain
required information about the insured. The application is
generally accompanied by an initial premium, and designates
premium allocation percentages and the death benefit option
selected, and names the beneficiary. The initial premium is
determined by the owner, although, before the Policy is
issued, the Company may require the owner to pay a premium at
least equal to a minimum monthly guarantee premium set

forth in the Policy. Additional premium payments must be at
least $50 if paid monthly and $600 if paid annually (and
$1,000 if by wire).

The owner selects the specified amount for a Policy based on
the premium to be paid and other characteristics of the
proposed insured, such as age, gender and rate class. The
current minimum specified amount for a Policy when issued is
$100,000 for issue ages 0-49. The minimum specified amount
decreases to $50,000 for issue ages 50-85. The Company will
not issue a Policy if the insured is over age 85.

Receipt of Application and Underwriting. Upon receipt of the
initial premium and a completed application in good order from
an applicant, the Company will follow underwriting procedures
for life insurance designed to determine whether the proposed
insured is insurable. This process may involve such
verification procedures as medical examinations and may
require that further information be provided about the
proposed insured before a determination can be made.

The underwriting process determines the rate class to which
the insured is assigned if the application is accepted. The
Policy uses mortality tables that distinguish between men and
women; as a result, the Policy pays different benefits to men
and women of the same age. The Company currently places
insureds in the following standard rate classes:

o ultimate select (preferred) non-tobacco use;

o select (non-preferred), non-tobacco use;

o ultimate standard (preferred) tobacco use;

o standard (non-preferred) tobacco use; and

o juvenile (under age 18).

The Company also places insureds in various sub-standard rate
classes, which involve a higher mortality risk and higher
charges. The Company generally charges higher rates for
insureds who use tobacco. The Company charges lower cost of
insurance rates to insureds who are in an "ultimate" class. An
ultimate class is only available if, because of the specified
amount the owner has chosen, the Company's underwriting
guidelines require the insured to take a blood test.

The Company reserves the right to reject an application for
any reason permitted by law. If an application is rejected,
any premium received will be returned promptly, without
interest. The insured must be insurable and acceptable to the
Company under its underwriting rules on the later of the date
of the application or the date the insured completes all
required medical tests and examinations.

Issuance of Policy. If (1) the Company's underwriting process
is complete; (2) the application has been approved; (3) an
initial premium of sufficient amount has been received; and
(4) the insured is alive and in the same condition of health
as described in the application when the Policy is delivered
to the owner, then full life insurance coverage goes into
effect, the Policy is issued, and the Company begins to make
the monthly deductions. This is the Policy date. The Policy
date is shown on the schedule page of the Policy, and the
Company measures Policy months, years, and anniversaries from
the Policy date. The Policy date is generally the record date,
which is the date the Company records the Policy on the books
as an in force Policy, unless the Policy is backdated.

Backdating. If the owner requests, the Company may backdate a
Policy by assigning a Policy date earlier than the date the
Policy is issued. However, in no event will a Policy

be backdated earlier than the earliest date allowed by state
law or by the Company's underwriting rules. A backdating
request must be in writing and, if approved, will amend the
application. Cost of insurance charges are based in part on
the age of the insured on the Policy date or on the date of
any increase in specified amount. Generally, cost of insurance
charges are lower at a younger age. The Company will deduct
the monthly deduction, including cost of insurance charges,
for the period that the Policy is backdated.

Initial Premium and Conditional Coverage. If an applicant pays
the full initial premium listed in the conditional receipt
attached to the application, and the Company delivers the
conditional receipt to the applicant, the insured will have
conditional insurance coverage under the terms of the
conditional receipt. Conditional coverage becomes effective on
the later of:

o the date of the application; or

o the date the insured completes all of the medical tests
and examinations; or

o the date of issue, if any, requested on the application.

The amount of conditional coverage is the lesser of the
specified amount applied for or $300,000, reduced by all
amounts payable under all life insurance applications that the
insured has in force or pending with the Company. The
conditional receipt does not provide benefits for disability
and accidental death benefits, nor if any proposed insured
commits suicide. If a proposed insured commits suicide, the
Company's liability will be limited to return of the first
premium paid with the application.
Conditional insurance coverage is void if the check or draft
provided to pay the initial premium is not honored when the
Company first presents it for payment. The conditional receipt
is void if:

o it is not signed by an authorized agent of Western
Reserve;

o the application contains any fraud or material
misrepresentation; or

o on the date of the conditional receipt, the proposed
insured is under 15 days of age or over 85 years of age.

Conditional coverage automatically terminates on the earliest
of:

o the date the Company determines the insured has satisfied
underwriting requirements and the insurance applied for
takes effect (the Policy date);

o 60 days from the date the application was completed;

o the date the Company determines that any person proposed
for insurance in the application is not insurable;

o the date the Company modifies the plan, amount, riders,
and/or the premium rate class shown in the application,
or any supplemental agreements; or

o the date the Company mails notice of the ending of
coverage and refunds the first premium to the applicant
at the address shown on the application.

Tax-Free Exchanges (1035 Exchanges). The Company will accept
part or all of the initial premium from one or more contracts
insuring the same insured that qualify for a tax-free exchange
under Section 1035 of the Internal Revenue Code (the "Code").
Subject to underwriting requirements, the owner may make one
additional cash payment within three business days of receipt
of the proceeds from the 1035 Exchange before the Company
finalizes the Policy's specified amount.

B. Additional Premiums

Additional Premiums Permitted. The owner generally has
flexibility to determine the frequency and the amount of the
premiums to be paid under the Policy. Premium

payments must be at least $50 if paid monthly and $600 if paid
annually (and $1,000 if by wire). The Company may return
premiums less than $50. The Company will not allow the owner
to make additional premium payments if it would cause the
total premiums paid to exceed the current maximum premium
limitations which qualify the Policy as life insurance
according to federal tax laws and regulations. If the owner
makes a premium payment that would cause the total premiums to
be greater than the maximum premium limitations, the Company
will return any excess portion of the premium payment. The
Company will not permit any additional premium payments until
they are allowed by the maximum premium limitations. The
Company also reserves the right to refund a premium if such
premium would increase the death benefit by more than the
amount of the premium.

An owner may pay premiums by any method the Company deems
acceptable. The Company will also accept premium payments by
wire transfer. The Company will treat any payment made as a
premium payment unless it is clearly marked as a loan
repayment.

C. Crediting Premiums

Initial Premium. Depending on the laws of the state governing
the Policy (usually the state where the insured lives), the
Company will allocate the initial net premium on the record
date either to the reallocation account (which is the portion
of the fixed account where the Company holds the premium(s)
until the reallocation date) or to the fixed account and the
subaccounts selected on the Policy application. If the laws of
the state governing the Policy do not require a refund of full
premium, then the Company will allocate the initial net
premium(s), minus monthly deductions, to the accounts
selected.

If the applicant's state requires the Company to return the
initial premium in the event the free-look period is
exercised, then the Company will allocate the net premium to
the reallocation account until the reallocation date. On the
first valuation date on or after the reallocation date (which
is the record date, plus the number of days in the applicable
state's free-look period, plus five days), the Company will
reallocate all cash value held in the reallocation account to
the fixed account and subaccounts selected on the application.
If the owner selected dollar cost averaging on the
application, on the reallocation date the Company will
allocate the Policy's cash value either to the fixed account,
the money market subaccount, or the bond subaccount (depending
on which account the owner selected on the application). While
held in the reallocation account, net premium(s) will be
credited with interest at the current fixed account rate and
reduced by any monthly deductions due.

On any day that the Company credits premiums or transfers cash
value to a subaccount, the Company will convert the dollar
amount of the net premium (or transfer) into subaccount units
at the unit value for that subaccount, determined at the end
of that valuation date. The Company will credit amounts to the
subaccounts only on a valuation date, that is, on a date the
New York Stock Exchange ("NYSE") is open for trading.

D. Planned Periodic Payments

The owner determines a planned periodic payment schedule which
allows the owner to pay level premiums at fixed intervals over
a specified period of time. The owner is not required to pay
premiums according to this schedule. The owner may change the
amount, frequency, and the time period over which the owner
makes planned periodic payments.

Even if the owner makes planned periodic payments on schedule,
the Policy may still lapse. The duration of the Policy depends
on the Policy's net surrender value. If the net surrender
value is not high enough to pay the monthly deduction when due
(and the no lapse period has expired) then the Policy will
lapse (unless the owner makes the payment the Company
specifies during the 61-day grace period).

E. No Lapse Period; Premiums During a Grace Period and Premiums
Upon Reinstatement

The full initial premium is the only premium the owner is
required to pay under the Policy. However, the owner greatly
increases the risk of lapse if the owner does not regularly
pay premiums at least as large as the current minimum monthly
guarantee premium.

Until the no lapse date shown on the Policy schedule page, the
Company guarantees that the Policy will not lapse, so long as
on any Monthiversary the owner has paid total premiums (minus
any cash withdrawals, minus any outstanding loan amount and
minus any decrease charge) that equal or exceed the sum of the
minimum monthly guarantee premiums in effect for each month
from the Policy date up to and including the current month. If
the owner takes a cash withdrawal, or takes out a loan, or if
the owner increases or decreases the specified amount, the
owner may need to pay additional premiums in order to keep the
no lapse guarantee in place. The no lapse period will end
immediately if the owner does not pay sufficient minimum
monthly guarantee premiums.

The initial minimum monthly guarantee premium is shown on the
Policy's schedule page, and depends on a number of factors,
including the age, gender, and rate class of the proposed
insured, and the specified amount requested. The

minimum monthly guarantee premium will change if the owner
changes death benefit options, increases or decreases the
specified amount or adds, increases, or decreases a rider. If
the minimum monthly guarantee premium changes, the Company
will notify the owner of the change and its effective date.

The no lapse date is:

o For Policies issued to insureds ages 0-60, either the
number of years to attained age 65 or the 20th Policy
anniversary, whichever is less.

o For Policies issued to insureds ages 61-85, the 5th
Policy anniversary.

After the no lapse period ends, paying the current minimum
monthly guarantee premium each month will not necessarily keep
the Policy in force. The owner may need to pay additional
premiums to keep the Policy in force.

If the net surrender value is less than the amount of the
monthly deduction due on any Monthiversary and the no lapse
period is no longer in effect, then the Policy will be in
default and a grace period will begin. The grace period will
end 61 days after the date on which the Company sends a grace
period notice stating the amount required to be paid and the
final date by which the Company must receive the payment. The
notice will be sent to the owner's last known address and to
any assignee of record. The Policy does not lapse, and the
insurance coverage continues, until the expiration of this
grace period.

If the grace period ends and the no lapse period is no longer
in effect, all coverage under the Policy will terminate
without value. The Company will reinstate the Policy for five
years after the lapse (and prior to the maturity date, which
generally is the Policy anniversary nearest the insured's
100th birthday) if:

o the owner submits a reinstatement application;

o the insured meets the Company's insurability
requirements; and

o the owner makes a net premium payment large enough to
cover:

o three monthly deductions; and

o any surrender charge calculated from the Policy date
to the reinstatement date. (Although the Company
does not currently assess this charge, it reserves
the right to do so in the future.)

The Company will not reinstate any indebtedness. The cash
value of the loan reserve on the reinstatement date will be
zero. The net surrender value on the reinstatement date will
equal the net premiums paid at reinstatement, minus one
monthly deduction and any surrender charge. The reinstatement
date will be the Monthiversary on or following the day the
Company approves the reinstatement application.

F. Allocations of Initial Premium Among the Fixed Account
and the Subaccounts

The Separate Account. An owner may allocate premiums to up to
16 of the subaccounts of the WRL Series Life Account (the
"separate account") at any one time. The separate account
currently consists of several subaccounts, the assets of which
are used to purchase shares of a designated corresponding
investment portfolio of a fund. Each fund is registered under
the Investment Company Act of 1940, as amended, as an
open-ended management investment company. Additional
subaccounts may be added from time to time to invest in other
portfolios of a fund or any other investment company.

When an owner allocates an amount to a subaccount (either by
premium allocation, transfer of cash value or repayment of a
Policy loan), the Policy is credited with units in that
subaccount. The number of units is determined by dividing the
amount allocated, transferred or repaid to the subaccount by
the subaccount's unit value for the valuation date when the
allocation or transfer request or repayment is received at the
Company's administrative office. A subaccount's unit value is
determined for each valuation period by multiplying the value
of a unit for a subaccount for the prior valuation period by
the net investment factor for the subaccount for the current
valuation period. The unit value for each subaccount was
arbitrarily set at $10 at the time the subaccount commenced
operations. The net investment factor is an index used to
measure the investment performance of a subaccount from one
valuation period to the next.

The Fixed Account. Owners also may allocate premiums to the
fixed account, which guarantees principal and a minimum fixed
rate of interest. Money allocated or transferred to the fixed
account will earn interest at a current interest rate in
effect at that time. The interest rate will equal at least 3%.

Allocations of Premiums among the Separate Account and the
Fixed Account. Premiums are allocated to the subaccounts and
the fixed account in accordance with the following procedures.

In the application for the Policy, the owner will specify the
percentage of each net premium to be allocated to each
subaccount of the separate account and/or the fixed account.
The percentage of each net premium that may be allocated to
any subaccount or the fixed account must be a whole number,
and the sum of the allocation percentages must be 100%.

If the owner selects dollar cost averaging, then the owner
must have at least $5,000 in each subaccount from which the
Company will make transfers and the owner must transfer a
total of $100 monthly. If the owner selects asset rebalancing,
the cash value of the Policy (or initial premium if a new
Policy) must be at least $5,000. Unless otherwise required by
state law, the Company may restrict allocations to the fixed
account if the fixed account value following the allocation
would exceed $500,000.

Allocation percentages may be changed at any time by the owner
submitting a written notice or telephone instructions to the
Company's administrative office. The change will be effective
at the end of the valuation date on which the Company receives
the change. Upon instructions from the owner, the registered
agent of record for the Policy may also change allocation
instructions for the owner. The minimum amount that can be
allocated to a particular subaccount is 1% of each net premium
payment. The Company reserves the right to limit the number of
premium allocation changes or to charge $25 for each change in
excess of one per Policy year quarter.

G. Loan Repayments and Interest Payments

Repaying Loan Amount. The owner may repay all or part of the
loan amount at any time while the Policy is in force. The loan
amount is equal to the sum of all outstanding Policy loans
including both principal plus any accrued interest. Loan
repayments must be sent to the Company's administrative office
and will be credited as of the date received. If the death
benefit becomes payable while a Policy loan is outstanding,
the loan amount will be deducted in calculating the death
benefit.

Allocation for Repayment of Policy Loans. At each Policy
anniversary, the Company will compare the outstanding loan
amount to the amount in the loan reserve. The

Company will also make this comparison any time the owner
repays all or part of the loan, or makes a request to borrow
an additional amount. At such time, if the outstanding loan
amount exceeds the amount in the loan reserve, the Company
will withdraw the difference from the subaccounts and the
fixed account and transfer it to the loan reserve, in the same
manner as when a loan is made. If the amount in the loan
reserve exceeds the outstanding loan amount, the Company will
withdraw the difference from the loan reserve and transfer it
to the subaccounts and the fixed account in the same manner as
current premiums are allocated. No charge will be imposed for
these transfers, and these transfers are not treated as
transfers in calculating the transfer charge. The Company
reserves the right to require a transfer to the fixed account
if the loans were originally transferred from the fixed
account.

Interest on Loan Reserve. The amount in the loan reserve will
be credited with interest at a minimum guaranteed annual
effective rate of 3%. See "Policy Loans" below. Any interest
earned that is in excess of the outstanding loan amount will
be transferred on the Policy anniversary to the subaccounts
and the fixed account in accordance with the instructions for
premium allocations then in effect.

H. Refund of Excess Premiums for Modified Endowment Contracts

At the time a Policy is issued, the Company will notify the
owner as to whether the Policy is classified as a modified
endowment contract ("MEC") based on the initial premium
received. If the Policy is not a MEC at issue, the owner will
be notified of the maximum amount of additional premiums the
owner can pay without causing the Policy to be classified as a
MEC. At the time a premium is credited which would cause the
Policy to become a MEC, the Company will immediately notify
the owner and the agent.

At that time, the owner will need to notify the Company if he
or she wants the Policy to continue as a MEC. Unless the owner
notifies the Company that he or she does want the Policy to
continue as a MEC, the Company will refund the dollar amount
of the excess premium that caused the Policy to become a MEC.

II. Transfers

A. Transfers Among the Subaccounts and the Fixed Account

The owner may transfer cash value between and among the
subaccounts of the separate account and, subject to certain
special rules, to and from the fixed account.

In any Policy year, the owner currently may make an unlimited
number of "non-substantive" transfers among the subaccounts.
The Company deducts a transfer charge of $25 from the amount
transferred for the 13th and each additional transfer in a
Policy year. The Company guarantees that it will not increase
this charge. For purposes of the transfer charge, all transfer
requests made in one day are considered one transfer,
regardless of the number of subaccounts affected by the
transfer, and transfers resulting from loans, conversion
rights, reallocation of cash value immediately after the
reallocation date, and transfers from the fixed account are
not treated as transfers. Dollar cost averaging and asset
rebalancing transfers are treated as transfers for purposes of
the transfer charge. Any unused "free" transfers do not carry
over to the next year.

There is no minimum amount that must be transferred. There is
no minimum amount that must remain in a subaccount following a
transfer. However, unless otherwise required by state law,
transfers to the fixed account may be restricted if the fixed
account value following the transfer would exceed $500,000.
Transfers from the fixed account are limited to one per Policy
year (unless the owner has selected dollar cost averaging) and

requests for such transfers (which may be required to be in
writing) must be received by the Company during the 30-day
period following the end of each Policy year. The maximum
amount that may be transferred from the fixed account to the
subaccounts in any Policy year is limited to the greater of:
25% of the amount in the fixed account on the date of the
transfer; or the amount transferred from the fixed account in
the immediately prior Policy year.

The Policy, as applied for and issued, will automatically
receive telephone transfer privileges unless the owner
provides other instructions. The telephone transfer privileges
allow the owner to give authority to the registered
representative or agent of record for the Policy to make
telephone transfers and to change the allocation of future
payments among the subaccounts and the fixed account on the
owner's behalf according to the owner's instructions. The
Company will require the owner to provide certain information
for identification purposes when making a transfer request by
telephone, and may require written confirmation of the
request.

The Company reserves the right to modify, restrict, suspend,
prohibit, or eliminate the transfer privileges (including
telephone transfer privileges) at any time and for any reason.
The Company will limit transfer activity to two substantive
transfers (at least 30 days apart) from each portfolio (except
the money market portfolio) during any 12-month period.
"Substantive" means either a dollar amount large enough to
have a negative impact on a portfolio's operations or a series
of movements between portfolios. The Company reserves the
right to reject any premium payment or transfer request from
any person if the payment or transfer or series of transfers
would have a negative impact on a portfolio's operations or if
a portfolio would reject the purchase order.

B. Dollar Cost Averaging

The dollar cost averaging program permits an owner to transfer
systematically on a monthly basis a set dollar amount from the
fixed account or the portfolios investing in the money market
and the bond subaccounts to a subaccount chosen by the owner.
Transfers will be made monthly as of the end of the valuation
date after the first Monthiversary after the reallocation
date. An owner may elect to participate in the dollar cost
averaging program at any time by sending the Company a
completed dollar cost averaging request form. The Company will
make the first transfer in the month after receipt of this
form at the Company's administrative office, provided that the
form is received by the 25th day of the month. To participate
in the dollar cost averaging program, an owner must have at
least $5,000 in each account from which the Company will make
transfers and total monthly transfers must be at least $100.
Also, each month, an owner may not transfer more than
one-tenth of the amount that was in the fixed account at the
beginning of dollar cost averaging. There is no charge for
using the dollar cost averaging program. However, each
transfer under this program counts towards the 12 free
transfers permitted each year. The Company reserves the right
to modify, suspend, or discontinue offering the dollar cost
averaging program at any time and for any reason. Dollar cost
averaging is not available while an owner is participating in
the asset rebalancing program or in any asset allocation
services provided by a third party.

C. Asset Rebalancing

An owner may instruct the Company to rebalance automatically
(on a quarterly, semi-annual or annual basis) the Policy's
cash value to maintain the percentage allocation specified in
the owner's currently effective premium allocation schedule.
An owner may elect to participate in the asset rebalancing
program at any time by sending a completed

allocation request form to the Company's administrative office
before the maturity date. The initial rebalancing will occur
on the next quarterly, semi-annual or annual anniversary after
receipt of this form. The Company will credit the amounts
transferred at the unit value next determined on the dates the
transfers are made. If a day on which rebalancing would
ordinarily occur falls on a day on which the NYSE is closed,
rebalancing will occur on the next day the NYSE is open.

To participate in the asset rebalancing program, the Policy
must have a cash value of at least $5,000 or make a $5,000
initial premium payment. An owner cannot have more than 16
active subaccounts at any one time, and cash value in the
fixed account is not available for this program. The
allocation percentages must be in whole numbers. Subsequent
changes to the allocation percentages may be made quarterly by
written or telephone instructions to the Company's
administrative office. Once elected, asset rebalancing remains
in effect until the owner instructs the Company to discontinue
asset rebalancing. There is no charge for using the asset
rebalancing program. However, each reallocation made under
this program counts towards the 12 free transfers permitted
each year. The Company reserves the right to discontinue
offering the asset rebalancing program at any time and for any
reason. If an owner terminates participation in the program,
the Company restricts the owner's right to re-enter the
program to once each Policy year. Asset rebalancing is not
available while an owner is participating in the dollar cost
averaging program or in any asset allocation services provided
by a third party. Asset rebalancing will cease if the owner
makes any transfer to or from any subaccount other than under
a scheduled rebalancing.

D. Third Party Asset Allocation Services

The Company may provide administrative or other support
services to independent third parties that have been
authorized by owners to conduct transfers on their behalf or
to recommend how subaccount values should be allocated. There
is currently no charge for these administrative and support
services. The Company reserves the right to discontinue
providing administrative and support services at any time and
for any reason.

E. Transfer Errors

In accordance with industry practice, the Company will
establish procedures to address and to correct errors in
amounts transferred among the subaccounts and the fixed
account, except for de minimus amounts. The Company will
correct non de minimus errors it makes and will assume any
risk associated with the error. Owners will not be penalized
in any way for errors made by the Company. The Company will
take any gain resulting from the error.

III. "Redemption" Procedures

A. "Free-Look" Right

The Policy provides for an initial free-look right during
which an owner may cancel the Policy by returning it to the
Company's administrative office, to one of the Company's
branch offices or to the agent who sold the Policy. The
free-look period expires 10 days after the owner receives the
Policy. The free-look period may be longer in some states.
Upon returning the Policy to the Company or to an authorized
agent for forwarding to the Company's administrative office,
the Policy will be deemed void from the beginning. Within
seven days after the Company's administrative office receives
the cancellation request and the Policy, the Company will pay
a refund. In most states, the refund will be:

o any charges and taxes deducted from premiums; plus

o any monthly deductions or other charges deducted from
amounts allocated to the subaccounts and the fixed
account; plus

o the cash value in the subaccounts and the fixed account
on the date the Company (or its agent) receives the
returned Policy at the Company's administrative office.

Some states may require the Company to refund all of the
premiums paid for the Policy.

B. Surrenders

Requests for Net Surrender Value. If the insured is alive and
the Policy is in force, the owner may surrender the Policy at
any time for its net surrender value. The net surrender value
on any valuation date is the cash value, minus any surrender
charge, minus any outstanding loan amount. The net surrender
value will be determined by the Company on the valuation date
the Company's administrative office receives all required
documents, including a satisfactory written request containing
the owner's original signature. The signature of the owner's
spouse may be required. This written request must be made
prior to the Policy's maturity date. The Company will cancel
the Policy as of the date the written request is received at
the Company's administrative office and the Company will
ordinarily pay the net surrender value in a lump sum within
seven days following receipt of the written request and all
other required documents. The Policy cannot be reinstated
after it is surrendered.

Surrender of Policy -- Surrender Charge. If the Policy is
surrendered during the first 15 Policy years, or during the
15-year period following an increase in specified amount, the
Company will deduct a surrender charge from the cash value and
pay the remaining cash value (less any outstanding Policy loan
amounts and unpaid interest) to the owner.

The surrender charge is a charge for each $1,000 of specified
amount of the initial specified amount of the Policy without
consideration of any supplemental riders (that is, the initial
specified amount on the Policy date, plus any increases, and
minus any decreases) (the "Base Policy") and of each increase
in specified amount. The surrender charge that will apply on a
full surrender of the Policy is the total of the surrender
charge calculated for the initial specified amount and the
surrender charges calculated for each increase in specified
amount unless there has been a reduction in specified amount
for which a decrease charge was applied.

The initial specified amount has a 15-year surrender charge
period starting on the Policy date and surrender charges that
are based upon the insured's issue age, gender, and rate class
on the Policy date. Each increase in specified amount has its
own 15-year surrender charge period and surrender charges that
are based upon the insured's issue age, gender, and rate class
at the time of the increase.

Decreases in specified amount will be applied to the specified
amount in force on a last-in, first-out basis and will first
reduce the surrender charge on the most recent increase in
specified amount in force, then, if still applicable, reduce
the surrender charge on the next most recent increases, in
succession, and then reduce the surrender charge on the
initial specified amount.

The surrender charge for each segment of specified amount is
calculated as:

o the surrender charge per thousand (which varies by issue
age, gender, and rate class on the Policy date or date of
specified amount increase); multiplied by

o the surrender charge factor (which varies by issue age on
the Policy date or date of specified amount increase and
number of years since the Policy date or date of
specified amount increase).

The surrender charge per thousand is calculated separately for
initial specified amount and for each increase in specified
amount, using rates found in the prospectus. The surrender
charge factor is also calculated separately for the initial
specified amount and for each increase in specified amount in
force. For insureds issue ages 0-39, the surrender charge
factor is equal to 1.00 during years 1-5. It decreases by 0.10
each year until the end of the 15th year when it is zero. If
the insured is older than 39 on the Policy date or on the date
of specified amount increase, the factor is less than 1.00 at
the end of the first year and decreases to zero at the end of
the 15th year. The surrender charge factor is always
determined from the Policy date or date of specified amount
increase to the surrender date, regardless of whether there
were any prior lapses or reinstatements.

Extraordinary Expenses. When the Company incurs extraordinary
expenses, such as overnight mail expenses or wire service
fees, for expediting delivery of the surrender payment, the
Company will deduct that charge from the payment. The Company
charges $20 for an overnight delivery ($30 for Saturday
delivery) and $25 for wire service.

C. Cash Withdrawals

When Withdrawals are Permitted. After the first Policy year,
the owner may withdraw a portion of the cash value, subject to
the following conditions:

o The owner must make a cash withdrawal request in writing,
and the request must contain the owner's original
signature. The signature of the owner's spouse may be
required.

o Only one cash withdrawal is allowed during a Policy year.

o The Company may limit the withdrawal amount to at least
$500 and to no more than 10% of the net surrender value
during the first 10 Policy years. The Company currently
intends to limit the withdrawal amount to 25% of the net
surrender value after the 10th Policy year.

o The remaining net surrender value after the cash
withdrawal must be at least $500.

o A cash withdrawal will not be permitted if it will reduce
the specified amount below the minimum specified amount
set forth in the Policy.

o The owner may specify the subaccount(s) and the fixed
account from which the withdrawal will be taken. If the
owner does not specify an account, the Company will
deduct the Policy's value in the subaccounts and the
fixed account in accordance with the owner's current
premium allocation instructions.

o The Company generally will pay a cash withdrawal request
within seven days following the valuation date on which
the withdrawal request is received.

o The Company will deduct a processing fee equal to $25 or
2% of the amount withdrawn, whichever is less, and will
pay the owner the balance. The Company guarantees that
this charge will not increase.

o The Company does not deduct a surrender charge when a
cash withdrawal is taken.

Effect of Withdrawal on Death Benefit. A cash withdrawal will
reduce the cash value by the amount of the cash withdrawal and
will reduce the death benefit by at least the amount of the
cash withdrawal. If death benefit Option A is in effect, a
cash withdrawal will reduce the specified amount by an amount
equal to the amount of the cash withdrawal.

Extraordinary Expenses. When the Company incurs extraordinary
expenses, such as overnight mail expenses or wire service
fees, for expediting delivery of the partial withdrawal
payment, the Company will deduct that charge from the payment.
The Company charges $20 for an overnight delivery ($30 for
Saturday delivery) and $25 for wire service.

D. Lapses

If the no lapse period is not in effect and if a sufficient
premium has not been received by the 61st day after the date
of the grace period notice, the Policy will lapse without
value and no amount will be payable to the owner unless the
Policy is reinstated within five years after the lapse and
prior to the maturity date.

E. Premium Expense Charges, Monthly Deduction, and Mortality and
Expense Risk Charge

Premium Expense Charges. The Company deducts a premium expense
charge from premiums before allocating such premiums to the
subaccounts and fixed account selected by the owner. This
charge is equal to:

o 6% of premiums during the first 10 Policy years on
Policies with a specified amount in force of less than
$250,000 or 4% on Policies with a specified amount in
force of $250,000 to $499,999; and

o 2.5% of premiums thereafter on Policies with a specified
amount less than $500,000.

There is no premium expense charge for Policies with a
specified amount of $500,000 or higher. Premium expense
charges are based on the specified amount in force for the
Base Policy at the time the Company receives the premium.

Premium Collection Charge. For Policies on direct pay notice,
the Company also deducts a premium collection charge from
premiums before allocating such premiums to the subaccounts
and fixed account selected by the owner. This charge is equal
to $3.00 per premium payment. The Company has guaranteed that
it will not increase this charge.

Monthly Deduction. A monthly deduction will be deducted pro
rata from the Policy's cash value in each subaccount and the
fixed account on the Policy date and on each Monthiversary
(i.e., deductions will be withdrawn from each subaccount and
the fixed account in proportion to the value each bears to the
total cash value on the Monthiversary). The monthly deduction
is a charge compensating the Company for the services and
benefits provided, costs and expenses incurred, and risks
assumed by the Company in connection with the Policy.

The monthly deduction is equal to:

o the monthly Policy charge; plus

o the monthly cost of insurance charge for the Policy; plus

o the monthly charge for any benefits provided by riders
attached to the Policy; plus

o the decrease charge, if any, incurred as a result of a
decrease in specified amount.

o Monthly Policy Charge. The monthly Policy charge
currently equals $5.00 each Policy month. The
Company guarantees that this charge will never be
more than $7.50 per month. The Company may waive
this charge at issue on additional policies (not on
the original Policy) purchased naming the same owner
and insured.

o Cost of Insurance Charge. The cost of insurance
charge is calculated monthly. The cost of insurance
charge varies each month and is equal to:

o the death benefit on the Monthiversary; divided by

o 1.0024663 (this factor reduces the net amount at
risk, for purposes of computing the cost of
insurance, by taking into account assumed monthly
earnings at an annual rate of 3%); minus

o the cash value on the Monthiversary after it has
been allocated among the "segments" of specified
amount in force in the following order: first,
initial specified amount, then, each increase in
specified amount starting with the oldest increase,
then the next oldest, successively, until all cash
value has been allocated.

o Then, multiply each segment by the appropriate
monthly cost of insurance rate (see below) for that
segment; and add the results together.

Cost of Insurance Rates. A monthly cost of insurance rate
depends, in part, on the specified amount band. Generally,
the higher the specified amount band, the lower the cost
of insurance rates. The specified amount band is
determined by referring to the specified amount in force
for the Base Policy (riders are not included in
determining the Policy's specified amount band). The
specified amount bands available are:

1) Band 1: $100,000 - $249,999 ($50,000 - $249,999 for
issue ages 50 and older)

2) Band 2: $250,000 - $499,999

3) Band 3: $500,000 - $999,999

4) Band 4: $1,000,000 and over

If the specified amount is increased, different monthly
cost of insurance rates may apply to that segment of
specified amount, based on the insured's attained age and
rate class at the time of the increase, gender, and the
length of time since the increase. Increases in specified
amount may move the Policy into a higher specified amount

band. Decreases in specified amount may cause the Policy
to drop into a lower band of specified amount and may
result in an increase in cost of insurance rates and
premium expense charge rates. Decreases in specified
amount are applied on a last-in, first-out basis to the
specified amount in force, and will first reduce the
specified amount provided by the most recent increase in
specified amount in force, then reduce the next most
recent increases, successively, and then reduce the
initial specified amount.

Cost of insurance rates also vary depending on the
insured's issue age on the Policy date, issue age at the
time of any increase in specified amount, specified amount
band, gender, rate class, and the length of time from the
Policy date or from the date of any increase in specified
amount. These rates will never be greater than the
guaranteed amounts stated in the Policy which are based on
the 1980 Commissioners Standard Ordinary (C.S.O.)
Mortality Tables and the insured's attained age, gender,
and rate class.

Cost of insurance rates for Policies that are issued on a
simplified or expedited basis will be no higher than the
guaranteed rates for select, non-tobacco use or standard,
tobacco use categories. However, these rates may be higher
or lower than current rates charged under otherwise
identical Policies that are using standard underwriting
criteria.

o Optional Insurance Riders. The monthly deduction will
include charges for any optional insurance benefits added
to the Policy by rider.

o Decrease Charge. If the specified amount is decreased
during the first 15 Policy years, or during the 15-year
period following an increase in specified amount, the
Company will deduct from the cash value a decrease
charge. This charge is equal to

the surrender charge as of the date of the decrease
applicable to that portion of the segment(s) of the
specified amount that is decreased.

A decrease charge will not be deducted from the cash
value if the specified amount decrease results from:

o a change in the death benefit option; or

o a cash withdrawal (when death benefit Option A is
selected).

If a decrease charge is deducted because of a decrease in
specified amount, any future decrease charges incurred
during the surrender charge period will be based on the
reduced specified amount.

Decreases in specified amount are applied on a last-in,
first-out basis to the current specified amount in force.
The decrease charge is first calculated based on the
current surrender charge applicable to the most recent
increase in specified amount still in force. If the
amount of the decrease in specified amount is greater
than the most recent increase in specified amount, then
the charge will also be calculated based on the surrender
charges applicable to the next most recent increases,
successively, and then will also be calculated based on
any remaining surrender charge on the initial specified
amount, up to the amount of the requested decrease. The
Company will not allow a decrease in specified amount if
the decrease charge will cause the Policy to go into a
grace period.

Mortality and Expense Risk Charge. Each valuation date, the
Company deducts a daily charge from the cash value in each
subaccount in an amount equal to the Policy's cash value in
each subaccount multiplied by the daily pro rata portion of
the annual mortality and expense risk charge rate of 0.90%
(equal to 0.90% of the average daily net assets in

each subaccount). The Company guarantees to reduce this charge
to 0.60% after the 15th Policy year, and intends to reduce the
charge to 0.30% (although this is not guaranteed).

F. Death Benefits

Death Benefit Proceeds. As long as the Policy is in force, the
Company will pay the death benefit upon receipt at the
Company's administrative office of satisfactory proof of the
insured's death. The Company may require return of the Policy.
The death benefit proceeds equal:

o the death benefit (described below); minus

o any past due monthly deductions if the insured dies
during the grace period; plus

o any additional insurance in force provided by rider;
minus

o any single-sum benefits paid under the living benefit
rider; minus

o any outstanding Policy loans; minus

o any interest owed on Policy loan(s).

The Company will pay the death benefit proceeds to the primary
beneficiary(ies), if living, or to a contingent beneficiary.
If each beneficiary dies before the insured and there is no
contingent beneficiary, the Company will pay the death benefit
proceeds to the owner or the owner's estate.

The Company will pay the death benefit proceeds in a lump sum
or under a settlement option. The election may be made by the
owner during his or her lifetime, or, if no election is in
effect at his or her death, by the beneficiary. An option in
effect at death may not be changed to another form of benefit
after death. If no election is made, the Company will pay the
death benefit proceeds in a lump sum.

If all or part of the death benefit proceeds will be paid to
the beneficiary in one sum, the Company will pay interest on
this sum as required by applicable state law from the date the
Company receives due proof of the insured's death to the date
the Company makes payment. Generally payment will be made
within seven days after the valuation date on which the
Company has received at the Company's administrative office
all materials necessary to constitute due proof of death.

If a settlement option is elected, the death benefit will be
applied to the option within seven days after the valuation
date by which the Company received due proof of death and
payments will begin under that option when provided by the
option.

Death Benefit. The death benefit is determined at the end of
the valuation period in which the insured dies. One of the
three death benefit options offered under the Policy must be
selected on the application. If the owner does not select a
death benefit option on the application, Option A will be
selected and the Company will ask the owner to confirm the
selection of Option A in writing or choose another option. The
three death benefits are:

Option A equals the greater of:

1) the current specified amount; or

2) a specified percentage, called the limitation percentage,
multiplied by the cash value on the insured's date of
death.

Option B equals the greater of:

1) the current specified amount, plus the cash value on the
insured's date of death; or

2) the limitation percentage, multiplied by the cash value
on the insured's date of death.

Option C equals the greater of:

1) death benefit option A; or

2) the current specified amount, multiplied by an age-based
"factor" equal to the lesser of:

o 1.0 or

o 0.04 times (95 minus insured's attained age at
death) (the "factor" will never be less than zero);
plus the cash value on the insured's date of death.

The Company guarantees that, regardless of the death benefit
option selected, so long as the Policy does not lapse, the
death benefit will never be less than the specified amount on
the insured's date of death.

Change in Death Benefit Option. After the third Policy year,
the owner may change the death benefit option once each Policy
year if the specified amount was not changed that year. The
Company will notify the owner of the new specified amount. The
request to change the death benefit option must be in writing.
The effective date of the change will be the Monthiversary on
or following the date when the Company receives the request at
its administrative office. The owner may not make a change
that would decrease the specified amount below the minimum
specified amount under band 1 listed on the Policy schedule
page.

Change in Specified Amount. After the Policy has been in force
for three years, the owner may change the specified amount
once each Policy year if the death benefit option has not been
changed that year. An increase in specified amount will be
treated as an additional layer of coverage with its own cost
of insurance rates, surrender charges, and

surrender charge period. If a change in specified amount
causes the specified amount band to change, the Company will
apply the new premium expense charge and cost of insurance
rates to the amounts in the new band as of the effective date
of the change. The new minimum monthly guarantee premium is
effective on the date of the change.

o Decrease in Specified Amount. The request to
decrease the specified amount must be in writing,
and the specified amount cannot be increased in the
same Policy year. The specified amount cannot be
decreased lower than the minimum specified amount
under band 1 as shown on the Policy schedule page,
nor can it be decreased if the specified amount
would disqualify the Policy as life insurance under
the Code. The Company may limit the amount of the
decrease to no more than 20% of the specified
amount. A decrease in specified amount will take
effect on the Monthiversary on or after the Company
receives the written request. There will be a
decrease charge against the cash value if the
request is made within the first 15 Policy years or
during the 15-year period subsequent to an increase
in specified amount. See "Surrenders."

o Increase in Specified Amount. A request to increase
specified amount must be applied for on a
supplemental application and must include evidence
of insurability satisfactory to the Company. An
increase requires approval by the Company, and will
take effect on the Monthiversary on or after such
approval. The Company may require the increase to be
at least $50,000. The specified amount may not be
decreased in the same Policy year that the specified
amount is increased.

Supplemental Death Benefits. Supplemental death and other
benefits may be added to the Policy by purchasing one or more
riders as described in the current prospectus for the Policy.

G. Policy Loans

Policy Loans. After the first Policy year and so long as the
Policy is in force, the owner may obtain a Policy loan from
the Company at any time by submitting a written, faxed, or
telephone request to the Company's administrative office. The
signature of the owner's spouse may be required. The Company
may permit loans prior to the first anniversary for Policies
issued pursuant to 1035 Exchanges. The minimum loan amount may
be $500 and the maximum loan amount is 90% of the Policy's
cash value, less any surrender charge and any already
outstanding loan amount, at the time of the loan. Policy loans
will be processed as of the valuation date the request is
received and loan proceeds generally will be sent to the owner
within seven days thereafter.

The Policy, as applied for and issued, will automatically
permit the owner to request a loan by telephone, unless the
owner provides other instructions. The Company will require
the owner to provide certain information for identification
purposes when making a loan request by telephone, and may
require written confirmation of the request. The Company may
reject the request if the loan amount exceeds $50,000 or if
the address of record has been changed within the past 10
days. The Company will also accept fax instructions or
requests from the owner regarding loans.

Collateral for Policy Loans. When a Policy loan is made, an
amount equal to the requested loan is transferred from the
cash value in the subaccounts or fixed account to the loan
reserve. This withdrawal is made based on the owner's current
premium allocation instructions, unless the owner specifies a
different allocation when requesting the loan.

Interest on Policy Loans. The Company currently charges
interest on any outstanding Policy loan at a current effective
annual interest rate of 3.75% (4% maximum guaranteed) payable
in arrears on each Policy anniversary. The Company may declare
various loan interest rates, and may apply different rates to
different parts of the loan. Loan interest that is unpaid when
due will be added to the loan amount on each Policy
anniversary and will bear interest at the same rate. An amount
equal to the unpaid amount of interest is transferred to the
loan reserve from each subaccount and the fixed account based
on the owner's current premium allocation instructions, unless
the owner directs otherwise. After the 10th Policy year, the
owner may borrow at preferred loan rates an amount equal to
the cash value minus total premiums paid (reduced by any cash
withdrawals) and minus any outstanding loan amount. The
preferred loan rate is currently 3% and is not guaranteed. The
Company will credit the amount in the loan reserve with
interest at an effective annual rate of 3%.

Effect on Death Benefit. If the death benefit becomes payable
while a Policy loan is outstanding, the loan amount plus
interest owed will be deducted in calculating the death
benefit. If at any time the sum of outstanding loans, plus any
interest owed, is more than the net surrender value of the
Policy, the Company will send the owner, and any assignee of
record, notice of the default and the owner will have a 61-day
grace period to submit a sufficient payment to avoid lapse.

H. Payments by the Company

Payments of cash withdrawals, surrenders, settlement options,
or death benefits proceeds ordinarily will ordinarily be made
within seven days of the valuation date on which the Company
receives the request and all required documentation at the
Company's

administrative office. The Company may postpone the payment of
any such transactions for any of the following reasons:

o the NYSE is closed for trading other than for customary
holiday or the weekend closings, or trading on the NYSE
is otherwise restricted, or an emergency exists, as
determined by the SEC;

o when the SEC by order permits a delay for the protection
of owners; or

o if the payment is attributable to a check that has not
cleared.

The Company may defer, for up to six months after the date the
Company receives the request, the payment of any proceeds from
the fixed account for a transfer, cash withdrawal, death
benefit proceeds, or surrender request.

I. Conversion Rights

The owner has the right to transfer all of the subaccount
value to the fixed account. If this transfer is made during
the first 24 Policy months, there is no transfer charge and
the transfer is not counted for purposes of determining
whether a transfer charge applies. The owner must make this
request in writing.

J. Redemption Errors

In accordance with industry practice, the Company will
establish procedures to address and to correct errors in
amounts redeemed from the subaccounts and the fixed account,
except for de minimus amounts. The Company will assume the
risk of any non de minimus errors caused by the Company.

K. Misstatement of Age or Gender

If the insured's age or gender has been misstated in the
application or any other supplemental application, then the
death benefit under the Policy will be adjusted based

on what the cost of insurance charge for the most recent
monthly deduction would have purchased based on the insured's
correct age and gender.

L. Incontestability

Except for fraud, the Policy limits the Company's right to
contest the Policy, for reasons of material misstatements
contained in the application (or any supplemental
application), after it has been in force during the insured's
lifetime for two years from the Policy date or, if reinstated,
for two years from the reinstatement date. A new two-year
contestability period will apply to each increase in specified
amount beginning on the effective date of each increase, and
will apply only to statements made in the application for the
increase.

M. Limited Death Benefit

The Policy limits the death benefit if the insured dies by
suicide, while sane or insane, within two years after the
Policy date or the effective date of a reinstatement. The
Company's liability is limited to an amount equal to the
premiums paid, less any outstanding loan amount, and less any
cash withdrawals. If the insured commits suicide, while sane
or insane, within two years from the effective date of any
increase in specified amount, the Company's liability with
respect to such increase will be its cost of insurance.