VALLEY FORGE LIFE INSURANCE CO VARIABLE LIFE SEPARATE ACCOUN
S-6EL24, 1996-03-25
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   As Filed with the Securities and Exchange Commission on March 25, 1996


                                          Registration No. 33-______________
                                          811-______________________________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

                  VALLEY FORGE LIFE INSURANCE COMPANY VARIABLE
                              LIFE SEPARATE ACCOUNT
                              (Exact name of trust)


                       VALLEY FORGE LIFE INSURANCE COMPANY
                               (Name of depositor)

                               CNA Plaza, 43 South
                             Chicago, Illinois 60685
          (Complete address of depositor's principal executive offices)

                               Corporate Secretary
                          Continental Assurance Company
                               CNA Plaza, 43 South
                             Chicago, Illinois 60685
                (Name and complete address of agent for service)

                                    Copy to:
                              Stephen E. Roth, Esq.
                          Sutherland, Asbill & Brennan
                         1275 Pennsylvania Avenue, N.W.
                            Washington, DC 20004-2404

                  Approximate date of proposed public offering:
 As soon as practicable after the effective date of this Registration Statement

 Securities Being Offered: Individual Flexible Premium Variable Life Insurance 
                                   Policies.

         Pursuant  to Rule  24f-2 of the  Investment  Company  Act of 1940,  the
Registrant has elected to register an indefinite  amount of the securities being
offered.  The $500  registration  fee  pursuant  to Rule 24f-2 is paid with this
filing.

         The Registrant hereby amends this Registration  Statement on such dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
<PAGE>

                  VALLEY FORGE LIFE INSURANCE COMPANY VARIABLE
                              LIFE SEPARATE ACCOUNT
                       VALLEY FORGE LIFE INSURANCE COMPANY


                           Cross Reference to Items Required by Form N-8B-2

N-8B-2 ITEM                CAPTION IN PROSPECTUS
- -----------                ---------------------
1                          Cover Page
2                          Cover Page
3                          Not Applicable
4                          Sale of the Policies
5                          The Variable Account
6                          The Variable Account
7                          Not Applicable
8                          Not Applicable
9                          Legal Matters
10                         Summary and Diagram of the Policy; The Policy; 
                           Withdrawal Privilege; Surrender Privilege; Transfers
                           of Policy Values; Premium Payments; Net Premium 
                           Allocations; Voting Privileges; Modification of the 
                           Policy
11                         The Funds
12                         The Funds
13                         Charges and Deductions
14                         Purchasing a Policy
15                         Premium Payments; Net Premium Allocations
16                         Net Premium Allocations; Variable Policy Value; 
                           The Funds
17                         Withdrawal Privilege; Surrender Privilege
18                         The Variable Account
19                         Reports to Owners
20                         Other Policy Benefits and Provisions
21                         Policy Loans
22                         Not Applicable
23                         Not Applicable
24                         Not Applicable
25                         The Company; Other Information About the Policies and
                           the Company
26                         Charges and Deductions
27                         The Company; Other Information About the Policies and
                           the Company
28                         The Company Directors and Executive Officers
29                         The Company
30                         Not Applicable
31                         Not Applicable
32                         Not Applicable
33                         Not Applicable
34                         Not Applicable
35                         The Variable Account
<PAGE>

36                         Not Applicable
37                         Not Applicable
38                         Sale of the Policies
39                         Sale of the Policies
40                         Sale of the Policies
41                         Sale of the Policies
42                         Not Applicable
43                         Not Applicable
44                         Variable Policy Value
45                         Not Applicable
46                         Variable Policy Value
47                         The Variable Account; The Funds
48                         The Company
49                         Not Applicable
50                         Not Applicable
51                         The Policy; Other Policy Benefits and Provisions
52                         The Variable Account
53                         Tax Considerations
54                         Not Applicable
55                         Illustrations of Policy Values, Surrender Values, 
                           Death Benefits and Accumulated
                           Premium Payments
56                         Not Applicable
57                         Not Applicable
58                         Not Applicable
59                         Financial Statements
<PAGE>
                                   PROSPECTUS

      INDIVIDUAL FLEXIBLE PREMIUM VARIABLE AND FIXED LIFE INSURANCE POLICY

                                    Issued by

                     VALLEY FORGE LIFE INSURANCE COMPANY AND
       VALLEY FORGE LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT

This prospectus describes an individual flexible premium variable and fixed life
insurance policy (the "Policy")  offered by Valley Forge Life Insurance  Company
(the "Company").  The Policy is designed to provide insurance  protection on the
life of the Insured named in the Policy,  and at the same time provide the Owner
with the  flexibility  to vary the amount and  timing of premium  payments  and,
within certain limits,  to change the amount of Death Benefits payable under the
Policy.  This  flexibility  permits the Owner to provide for changing  insurance
needs with a single insurance policy.

The Owner may, within limits,  allocate Net Premium Payments and Policy Value to
one or more Subaccounts of the Valley Forge Life Insurance Company Variable Life
Separate Account (the "Variable Account") and the Company's general account (the
"Fixed  Account").  Discussions  of values  under the Policy in this  prospectus
generally  relate only to the values  allocated  to the  Variable  Account.  The
assets  of  each   Subaccount  of  the  Variable   Account  are  invested  in  a
corresponding  investment portfolio (each, a "Fund") of The Alger American Fund,
Federated  Insurance  Management  Series,  MFS Variable  Insurance Trust,  Sogen
Variable Funds,  Inc., Van Eck Worldwide  Insurance Trust and Fidelity  Variable
Insurance Products Funds I and II.

The prospectuses  for the Funds describe the investment  objectives and risks of
investing in the  Subaccount  corresponding  to each. The Owner bears the entire
investment risk for Policy Value allocated to a Subaccount. Consequently, except
as to Policy Value allocated to the Fixed Account,  the Policy has no guaranteed
minimum Policy Value.

It may not be  advantageous  to replace  existing  insurance  with this  Policy.
Within certain limits, you may return the Policy, or convert it to a Policy that
provides  benefits that do not vary with the investment  results of the Variable
Account by exercising the Special Transfer Right.

Please read this  prospectus  and the  prospectus  for the Funds  carefully  and
retain  both for  future  reference.  This  prospectus  must be  accompanied  or
preceded by the current prospectuses for the Funds.

AN INVESTMENT IN THE POLICY IS NOT A DEPOSIT OR OBLIGATION  OF, OR GUARANTEED OR
ENDORSED  BY,  ANY  BANK,  NOR IS THE  POLICY  INSURED  BY THE  FEDERAL  DEPOSIT
INSURANCE  CORPORATION  OR ANY OTHER  GOVERNMENT  AGENCY.  AN  INVESTMENT IN THE
POLICY  INVOLVES  CERTAIN  RISKS,  INCLUDING  THE LOSS RISK OF PREMIUM  PAYMENTS
(PRINCIPAL).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

                                  June __, 1995


<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
DEFINITIONS.................................................................  4

SUMMARY AND DIAGRAM OF THE POLICY...........................................  7

GENERAL INFORMATION ABOUT THE COMPANY, THE VARIABLE ACCOUNT AND THE FUNDS... 11

     The Company............................................................ 11
     The Variable Account................................................... 11
     The Funds.............................................................. 12

THE POLICY.................................................................. 15

     Purchasing a Policy.................................................... 15
     Cancellation Privilege................................................. 15
     Premium Payments....................................................... 16
     Net Premium Allocations................................................ 17
     Policy Lapse and Reinstatement......................................... 17
     Variable Policy Value.................................................. 18
     Fixed Policy Value..................................................... 19
     Transfers of Policy Values............................................. 20
     Surrender Privilege.................................................... 21
     Withdrawal Privilege................................................... 21
     Policy Loans........................................................... 22
     Maturity Benefits...................................................... 23
     Death Benefit Proceeds................................................. 23
     Settlement Options..................................................... 26
     Telephone Transaction Privileges....................................... 27

THE FIXED ACCOUNT........................................................... 28

     The Fixed Account...................................................... 28
     Interest Credited on Fixed Policy Value................................ 28

CHARGES AND DEDUCTIONS...................................................... 28

     Sales Charges.......................................................... 28
     Premium Tax Charge..................................................... 29
     Federal Tax Charge..................................................... 29
     Surrender Charge....................................................... 29
     Other Taxes............................................................ 31
     Monthly Deduction...................................................... 31
     Daily Mortality and Expense Risk Charge................................ 32
     Transfer Processing Fee................................................ 33
     Fund Expenses.......................................................... 33

OTHER POLICY BENEFITS AND PROVISIONS........................................ 33

     Ownership.............................................................. 33
     The Company's Right to Contest the Policy.............................. 34
     Suicide Exclusion...................................................... 34

                                     - 2 -
<PAGE>

     Misstatement of Age or Sex............................................. 34
     Modification of the Policy............................................. 35
     Suspension or Delay in Payments........................................ 35
     Reports to Owners...................................................... 35
     Supplemental Benefits and/or Riders.................................... 36

TAX CONSIDERATIONS.......................................................... 36

     Tax Status of the Policies............................................. 36
     Tax Treatment of Policy Benefits....................................... 38

OTHER INFORMATION ABOUT THE POLICIES AND THE COMPANY........................ 40

     Sale of the Policies................................................... 40
     Voting Privileges...................................................... 40
     The Company Directors and Executive Officers........................... 41
     Company Holidays....................................................... 42
     State Regulation....................................................... 43
     Additional Information................................................. 43
     Experts................................................................ 43
     Legal Matters.......................................................... 43
     Financial Statements................................................... 43

ILLUSTRATIONS OF POLICY VALUES, SURRENDER VALUES, DEATH BENEFITS AND
ACCUMULATED PREMIUM PAYMENTS................................................ 44

Appendix.................................................................... 46

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY  MADE.  NO PERSON IS  AUTHORIZED  TO MAKE ANY
REPRESENTATIONS  IN CONNECTION  WITH THE OFFERING OTHER THAN THOSE  CONTAINED IN
THIS  PROSPECTUS,  THE  PROSPECTUS OF THE FUNDS,  OR THE STATEMENT OF ADDITIONAL
INFORMATION OF THE FUNDS.

                                     - 3 -
<PAGE>
                                   DEFINITIONS


ATTAINED  AGE - The  Insured's  age as of the  nearest  birthday  on the  Policy
Effective  Date,  plus the  number of  complete  Policy  Years  since the Policy
Effective Date.


BENEFICIARY - The person(s) to whom the Death Benefit Proceeds are paid upon the
death  of  the  Insured.  The  Owner  may  designate  primary,  contingent,  and
irrevocable Beneficiaries.

CANCELLATION  PERIOD - The period shown in the Policy during which the Owner may
cancel the Policy for a refund by returning it to the Company.

CASH VALUE - Policy Value minus any applicable Surrender Charge.

CODE - The Internal Revenue Code of 1986, as amended.

CONTINGENT  BENEFICIARY - The  person(s) to whom the Death Benefit  Proceeds are
paid upon the death of the Insured if the primary Beneficiary (or Beneficiaries)
is not living.

DEATH  BENEFIT - The amount  payable to the  Beneficiary  under a Death  Benefit
Option  before  adjustments  if the  Insured  dies  while the Policy is in force
before the Maturity Date.

DEATH  BENEFIT  OPTION - One of two  options  that an Owner may  select  for the
computation of the Death Benefit Proceeds.

DEATH  BENEFIT  PROCEEDS - The total amount  payable to the  Beneficiary  if the
Insured dies while the Policy is in force before the Maturity Date.

DUE PROOF OF DEATH - Proof of death  satisfactory  to the Company.  Due Proof of
Death may consist of the  following:  (a) a certified  copy of the death record;
(b) a certified copy of a court decree  reciting a finding of death;  or (c) any
other proof satisfactory to the Company.

FIXED ACCOUNT - Part of the Company's  General Account to which Policy Value may
be transferred or Net Premium Payments may be allocated under a Policy.

FIXED POLICY VALUE - The Policy Value in the Fixed Account.
<PAGE>

FUND - Any  open-end  management  investment  company  or  investment  portfolio
thereof,  or unit  investment  trust or series  thereof,  in which a  Subaccount
invests.

GENERAL  ACCOUNT - The assets of the Company  other than those  allocated to the
Variable Account or any other separate account of the Company.

GRACE PERIOD - A 61-day period  during which an Owner may make premium  payments
to cover the  overdue  (and other  specified)  monthly  deductions  and  thereby
prevent the Policy from Lapsing.

GUIDELINE  ANNUAL  PREMIUM  - The  "guideline  annual  premium"  as  defined  in
applicable regulations under the Investment Company Act of 1940, as amended.

INITIAL SPECIFIED AMOUNT - The Specified Amount on the Policy Effective Date.

INSURED - The person whose life is insured by the Policy.

ISSUE AGE - The Insured's age as of the nearest birthday on the Policy Effective
Date.

LAPSE -  Termination  of the Policy at the  expiration of the Grace Period while
the Insured is still living before the Maturity Date.

LOAN  ACCOUNT - A portion of the  Company's  General  Account to which  Variable
Policy Value or Fixed Policy Value is transferred to provide  collateral for any
loan taken under the Policy.

LOAN ACCOUNT VALUE - The Policy Value in the Loan Account.

LOAN  AMOUNT - At any time other  than a Policy  Anniversary,  the Loan  Account
Value plus any interest  charges  accrued on the Loan  Account  Value up to that
time. On a Policy Anniversary, the Loan Amount equals the Loan Account Value.

MATURITY  DATE - The date  shown in the  Policy  on which  the Owner is paid the
Surrender  Value, if any,  provided the Insured is still living while the Policy
is in force. It is the Policy Anniversary nearest the Insured's 95th birthday.

                                     - 4 -
<PAGE>

MINIMUM  INITIAL PREMIUM PAYMENT - The amount shown in the Policy that the Owner
must pay before coverage becomes effective under the Policy.

MINIMUM MONTHLY PREMIUM PAYMENT - The minimum amount of monthly premium payments
(or the  equivalent)  that an Owner must make in order for the Lapse  Prevention
Guarantee to remain in effect.

MONTHLY  ANNIVERSARY  DAY - The same day as the Policy  Effective  Date for each
succeeding month.

NET AMOUNT AT RISK - As of any Monthly  Anniversary Day, the Death Benefit under
the Policy (discounted for the upcoming month) less the Policy Value (before the
deduction of the monthly policy fee,  monthly  first-year issue fee and the cost
of additional benefits provided by rider).

NET ASSET  VALUE  PER  SHARE - The value per share of any Fund on any  Valuation
Day.  The  method  of  computing  the  Net  Asset  Value  is  described  in  the
prospectuses for the Funds.

NET PREMIUM PAYMENT - Any premium payment less any premium tax charge,  deferred
acquisition cost tax charge, and sales charge deducted from the premium payment.

OWNER - The  person or  persons  who owns (or own) the  Policy  and who is (are)
entitled  to exercise  all rights and  privileges  provided  in the Policy.  The
maximum  number of joint  Owners is two.  References  in this  prospectus  to an
action by the "Owner"  mean,  in the case of joint  Owners,  both Owners  acting
jointly.

PLANNED  PERIODIC PREMIUM PAYMENT - The premium payment selected by the Owner as
a level  amount that he or she (or they)  plans to pay on a monthly,  quarterly,
semi-annual or annual basis over the life of the Policy.

POLICY  ANNIVERSARY - The same date in each Policy Year as the Policy  Effective
Date.

POLICY EFFECTIVE DATE - The date shown in the Policy from which Policy Years and
various  other periods  described in this  prospectus  are measured.  The Policy
Effective Date is never the 29th, 30th or 31st of a month.
<PAGE>

POLICY VALUE - The sum of the Variable Policy Value, the Fixed Policy Value, and
the Loan Account Value.

POLICY YEAR - A twelve-month period beginning on the Policy Effective Date or on
a Policy Anniversary.

SEC - The U.S. Securities and Exchange Commission.

SERVICE CENTER - The offices of the Company's  administrative  agent,  Financial
Administration Services, Inc., at 95 Bridge Street, Haddam, Connecticut 06438.

SETTLEMENT  OPTION - The manner in which an Owner or Beneficiary  (or Contingent
Beneficiary)  elects to receive the amount of any surrender or withdrawal or the
Death Benefit Proceeds.

SETTLEMENT PAYMENT - Payments made by the Company under a Settlement Option.

SPECIFIED AMOUNT - A dollar amount selected by the Owner and shown in the Policy
that is used to determine the Death Benefit.

SUBACCOUNT  - A  subdivision  of the Variable  Account,  the assets of which are
invested in a corresponding Fund.

SUBACCOUNT VALUE - The Policy Value in a Subaccount.

SURRENDER VALUE - The Cash Value minus any Loan Amount.

TARGET PREMIUM PAYMENT - An amount of premium payments,  computed separately for
each increment of Specified Amount under a Policy, used to compute sales charges
and sales surrender charges.

THE COMPANY - Valley Forge Life Insurance Company.

UNIT - A unit of measurement used to calculate Variable Policy Value.

VALUATION  DAY - For  each  Subaccount,  each day on  which  the New York  Stock
Exchange  is open for  business  except  for  certain  holidays  listed  in this
prospectus  and days that a Subaccount's  corresponding  Fund does not value its
shares.

                                     - 5 -
<PAGE>

VALUATION PERIOD - The period that starts at the close of regular trading on the
New York Stock  Exchange on any  valuation  day and ends at the close of regular
trading on the next succeeding Valuation Day.

VARIABLE ACCOUNT - Valley Forge Life Insurance Company Variable Life Separate
Account.

VARIABLE POLICY VALUE - The sum of all Subaccount Values.

WRITTEN  NOTICE - A written  notice or  request  in a form  satisfactory  to the
Company that is signed by the Owner and received at the Service Center.

                                     - 6 -
<PAGE>
                        SUMMARY AND DIAGRAM OF THE POLICY


The following summary of prospectus information and diagram of the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
prospectus.  Unless otherwise  indicated,  the description of the Policy in this
Prospectus  assumes that the Insured is alive,  the Policy is in force and there
is no outstanding Loan Amount.

The Policy is similar in many ways to a fixed-benefit  life insurance policy. As
with a fixed-benefit  life insurance policy, the Owner of a Policy makes premium
payments in return for insurance coverage on the person insured. Also, like many
fixed-benefit life insurance  policies,  the Policy provides for accumulation of
Net Premiums and a Surrender Value which is payable if the Policy is surrendered
during  the  Insured's  lifetime.  As with  many  fixed-benefit  life  insurance
policies,  the  Surrender  Value  during the early  Policy Years is likely to be
substantially lower than the aggregate premium payments made.

However,  the Policy  differs  from a  fixed-benefit  life  insurance  policy in
several important respects.  Unlike a fixed-benefit life insurance policy, under
the Policy, the Death Benefit may and the Policy Value will increase or decrease
to reflect the investment  performance of any  Subaccounts to which Policy Value
is  allocated.  Also,  unless the entire  Policy Value is allocated to the Fixed
Account,  there is no guaranteed  minimum  Surrender  Value.  If Policy Value is
insufficient  to pay charges due,  then,  after a grace period,  the Policy will
Lapse  without  value.  (See "Policy  Lapse and  Reinstatement.")  However,  the
Company  guarantees  that the Policy will remain in force  during the first five
Policy  Years as long as certain  requirements  related to the  Minimum  Monthly
Premium  Payment have been met.  (See "Policy  Lapse and  Reinstatement.")  If a
Policy Lapses while loans are outstanding, certain amounts may become subject to
income tax and a 10% penalty tax. (See "Tax Considerations.")

The most  important  features  of the Policy,  such as charges  and  deductions,
Policy Value  benefits,  Death Benefits,  and calculation of Policy values,  are
summarized in the diagram on the following pages.

PURPOSE OF THE  POLICY.  The Policy is designed  to provide  lifetime  insurance
benefits and long-term  investment of Policy Value.  A prospective  Owner should
evaluate the Policy in conjunction with other insurance  coverage that he or she
may  have,  as well as  their  need for  insurance  and the  Policy's  long-term
investment  potential.  It may not be advantageous to replace existing insurance
coverage  with the  Policy.  In  particular,  replacement  should  be  carefully
considered  if the  decision to replace  existing  coverage is based solely on a
comparison of Policy illustrations (see below).

POLICY  BENEFITS.  Two Death Benefit options are available  under the Policy:  a
level  Death  Benefit  ("Option  1") and a Death  Benefit  that may  increase or
decrease  ("Option 2"). The Company  guarantees that the Death Benefit  Proceeds
will never be less than the Specified  Amount (less any outstanding  Loan Amount
and past due charges) as long as sufficient  premiums  payments are made to keep
the Policy in force. The Policy provides for a Surrender Value that an Owner may
obtain  by  surrendering   the  Policy.   The  Policy  also  permits  loans  and
withdrawals, within limits.

ILLUSTRATIONS.  Illustrations  in this prospectus or used in connection with the
purchase of a Policy are based on HYPOTHETICAL rates of return.  THESE RATES ARE
NOT  GUARANTEED.  They are  illustrative  only and  should not be  considered  a
representation  of past or future  performance.  Actual  rates of return  may be
higher or lower than those  reflected in Policy  illustrations,  and  therefore,
actual Policy values will be different from those illustrated.
<PAGE>

TAX CONSIDERATIONS. The Company intends for the Policy to satisfy the definition
of a life  insurance  contract under Section 7702 of the Code. A Policy may be a
"modified endowment contract" under federal tax law depending upon the amount of
premium  payments  made in  relation  to the Death  Benefit  provided  under the
Policy.  The Company will  monitor  Policies and will attempt to notify you on a
timely  basis if your Policy is in  jeopardy  of  becoming a modified  endowment
contract.  For  further  discussion  of the tax  status of a Policy  and the tax
consequences  of  being  treated  as a life  insurance  contract  or a  modified
endowment contract, see "Tax Considerations."

                                     - 7 -
<PAGE>

CANCELLATION  PRIVILEGE AND SPECIAL TRANSFER RIGHT. For a limited time after the
Policy is issued,  the Owner may cancel  the Policy and  receive a refund.  (See
"Cancellation   Privilege.")   In  certain   states,   until  the  end  of  this
"Cancellation  Period,"  the Company will  allocate Net Premium  Payments to the
Subaccount  investing  in  the  Prime  Money  Market  Fund  (the  "Money  Market
Subaccount").  (See "Net  Premium  Allocations.")  At any time  within 24 Policy
Months  after the date that  coverage  begins  under the  Policy,  the Owner may
transfer the entire  Variable  Policy Value to the Fixed Account without payment
of any transfer fee and without the transfer counting as one the 4 transfers per
Policy Year that may be made without  incurring a transfer  fee.  (See  "Special
Transfer Privilege.")

OWNER INQUIRIES. If you have any questions,  you may write or call the Company's
Service Center at 95 Bridge Street, Haddam, Connecticut 06438, 1-800- - .

                                     - 8 -
<PAGE>
                                DIAGRAM OF POLICY

     |---------------------------------------------------------------------|
     |                           PREMIUM PAYMENTS                          |
     |  o   The Owner may select a payment plan but is not required to pay |
     |      premium payments according to the plan. The Owner can vary the |
     |      amount and frequency and can skip Planned Periodic Premium     |
     |      Payments. See "Premium Payments" for rules and limits.         |
     |                                                                     |
     |  o   The Policy's Minimum Initial Premium Payment and Minimum       |
     |      Monthly Premium Payment depend on the Insured's age, sex and   |
     |      risk class, Specified Amount selected, and any supplemental    |
     |      benefits and/or riders.  See "Premium Payments."               |
     |                                                                     |
     |  o   Unscheduled premium payments may be made, within limits.  See  |
     |      "Premium Payments."                                            |
     |---------------------------------------------------------------------|
                                        |
                                        V
   |-----------------------------------------------------------------------|
   |                       DEDUCTIONS FROM PREMIUM PAYMENTS                |
   | o   For sales charge (4% of premium payments up to the Target Premium |
   |     Payment in Policy Years 1 through 10; 2% of premium payments up to| 
   |     the Target Premium Payment in Policy Year 11 and thereafter).  See| 
   |     "Charges and Deductions."                                         |
   |                                                                       |
   | o   For federal taxes (1.25% of premium payments).  See "Charges and  |
   |     Deductions."                                                      |
   |                                                                       |
   | o   For state and local premium taxes (2.25% of premium payments).    |
   |     See "Charges and Deductions."                                     |
   |-----------------------------------------------------------------------|
                                        |
                                        V
|------------------------------------------------------------------------------|
|                              NET PREMIUM PAYMENTS                            |
| o   The Owner may  direct  the  allocation  of Net Premium  Payments among 18|
|     Subaccounts and the Fixed Account. See "The Policy" for rules and limits |
|     on Net Premium Payment allocations.                                      |
|                                                                              |
| o   The Subaccounts invest in corresponding Funds.  See "General Information |
|     About the Company."  Funds available are:                                |
|                                                                              |
|     Federated High Income Bond Fund II   Fidelity Asset Manager Portfolio    |
|     Federated Prime Money Fund II        Fidelity Contrafund Portfolio       |
|     Federated Utility Fund II            Fidelity Equity-Income Portfolio    |
|                                          Fidelity Index 500 Portfolio        |
|     MFS Emerging Growth Series                                               |
|     MFS Growth With Income Series        MFS Research Series                 |
|     MFS Limited Maturity Series          MFS Total Return Series             |
|                                                                              |
|     Alger American Growth Portfolio                                          |
|     Alger American MidCap Growth Portfolio                                   |
|     Alger American Small Capitalization Portfolio                            |
|     Van Eck Emerging Markets Fund                                            |
|     Van Eck Gold and Natural Resources Fund                                  |
|     SoGen Overseas Portfolio                                                 |
|                                                                              |
|o   Interest is credited on amounts allocated to the Fixed Account at a       |
|    minimum guaranteed rate of 4%. See "The Fixed Account" for more           |
|    information about the Fixed Account.                                      |
|------------------------------------------------------------------------------|
                                        |
                                        V
<PAGE>


|------------------------------------------------------------------------------|
|                          DEDUCTIONS FROM POLICY VALUE                        |
| o  Monthly  Deduction for cost of insurance  charge, policy fees, first-year |
|    issue fee, Specified Amount Increase fee, and charges for any supplemental|
|    and/or rider  benefits. The policy fee is currently  $6.00 per month, the |
|    first-year issue fee is currently $20.00 per month for the first 12 Policy|
|    months, and the Specified Amount increase fee is currently $10.00 per     |
|    month for the first 12 months following an increase.                      |
|                                                                              |
|                             DEDUCTIONS FROM ASSETS                           |
| o  Daily charge at an annual rate of 0.90% from the Subaccounts for mortality|
|    and  expense  risks during  the  first 10 Policy  Years,  and 0.45% in the|
|    eleventh Policy Year and  thereafter.  See "Charges and  Deductions." This|
|    charge is not deducted from Fixed Policy Value.                           |
|                                                                              |
| o  Investment advisory fees and fund operating expenses are also deducted    |
|    from the assets of each Fund.  See page "Charges and Deductions."         |
|------------------------------------------------------------------------------|
                                        |
                                        V
                                     - 9 -
<PAGE>
|------------------------------------------------------------------------------|
|                                  Policy Value                                |
| o Is equal to Net Premiums, as adjusted each Valuation Day to reflect        |
|   Subaccount investment experience, interest credited on Fixed Policy        |
|   Value, charges deducted and other Policy transactions (such as transfers   |
|   and withdrawals).  See "Calculation of Policy Values."                     |
|                                                                              |
| o May vary from day to day.  There is no minimum guaranteed Policy Value.    |
|   The Policy may Lapse if the Policy Value is insufficient to cover a Monthly|
|   Deduction due.  See "The Policy."                                          |
|                                                                              |
| o Can be transferred between and among the Subaccounts and the Fixed Account.|
|   A transfer  fee of $25.00 per  transfer  may apply if more than 4 transfers|
|   are made in a Policy  Year.  See  "Policy  Benefits"  for rules and limits.|
|   Policy loans reduce the amount available for allocations and transfers.    |
|                                                                              |
| o Is the starting point for calculating  certain values under a Policy, such |
|   as the Cash Value,  Surrender Value, and the Death Benefit used to         |
|   determine Death Benefit Proceeds.                                          |
|------------------------------------------------------------------------------|
                           |                                                  |
                           V                                                  V
<TABLE>
<CAPTION>
<S>                                                              <C>   
|---------------------------------------------------------|      |------------------------------------------------|
|                    POLICY BENEFITS                      |      |                  DEATH BENEFITS                |
| o  Loans may be taken for amounts up to 90% of          |      | o  Available as lump sum or under a variety of |
|    Surrender Value, at an effective annual interest     |      |    Settlement Options.                         |
|    rate of 8%.  See "Policy Loans" for rules and limits.|      |                                                |
|                                                         |      | o  The minimum Specified Amount is $100,000.   |
| o  Withdrawals generally can be made provided there is  |      |                                                |
|    sufficient remaining Surrender Value.  See           |      | o  Two Death Benefit Options available: Option |
|    "Withdrawal Privilege" for rules and limits.         |      |    1, equal to the Specified Amount, and Option|
|                                                         |      |    2, equal to the Specified Amount plus Policy|
| o  The Policy may be surrendered in full at any time    |      |    Value. See "Death Benefit Proceeds."        |
|    for its Surrender Value.  A declining deferred       |      |                                                |
|    Surrender Charge is assessed in connection with the  |      | o  Flexibility to change the Death Benefit     |
|    initial Specified Amount on surrenders or            |      |    Option and Specified Amount.  See "Death    |
|    withdrawals during the first 14 Policy Years.  It    |      |    Benefit Proceeds" for rules and limits.     |
|    consists of (1) a Sales Surrender Charge of up to    |      |                                                |
|    34% of premium payments in the first Policy Year up  |      | o  Supplemental benefits and/or riders are     |
|    to the Target Premium Payment and 33% of premium     |      |    available.  See "Other Policy Benefits and  |
|    payments up to the Target Premium Payment in each of |      |    Provisions."                                |
|    Policy Years 2 through 6 until the total Sales       |      |                                                |
|    Surrender Charge equals 100% of a single Target      |      |                                                |
|    Premium Payment, and (2) an Administration Surrender |      |                                                |
|    Charge of up to $5.00 per $1,000 of Specified        |      |                                                |
|    Amount.  See "Charges and Deductions."               |      |                                                |
|                                                         |      |                                                |
| o  A declining deferred Sales Surrender Charge is       |      |                                                |
|    assessed in connection with an increase in Specified |      |                                                |
|    Amount on surrenders or withdrawals within 14 Policy |      |                                                |
|    Years of such increase.  The Charge is 34% of        |      |                                                |
|    premium payments attributable to the increase up to  |      |                                                |
|    the Target Premium Payment for the increase in the   |      |                                                |
|    year following the increase, and 33% of premium      |      |                                                |
|    payments attributable to the increase up to the      |      |                                                |
|    Target Premium Payment for the increase in each of   |      |                                                |
|    next 5 years following the increase until the Sales  |      |                                                |
|    Surrender Charge for the increase equals 100% of the |      |                                                |
|    Target Premium Payment for the increase.  See        |      |                                                |
|    "Charges and Deductions."                            |      |                                                |
|---------------------------------------------------------|      |------------------------------------------------|
</TABLE>
                                     - 10 -
<PAGE>
- --------------------------------------------------------------------------------
   GENERAL INFORMATION ABOUT THE COMPANY, THE VARIABLE ACCOUNT AND THE FUNDS
- --------------------------------------------------------------------------------

THE COMPANY

The Company is a life insurance company organized under the laws of the State of
Pennsylvania  in 1956 and is authorized to transact  business in the District of
Columbia,  Puerto Rico,  Guam and all states except New York. The Company's home
office  is  located  at 401  Penn  St.,  Reading,  Pennsylvania  19601,  and its
executive office is located at CNA Plaza,  Chicago,  Illinois 60685. The Company
is a wholly-owned  subsidiary of Continental  Assurance Company ("CAC"),  a life
insurance  company which,  as of December 31, 1994, had assets of  approximately
$11.1 billion. Subject to a coinsurance pooling agreement (a type of reinsurance
arrangement)  with CAC,  the  Company  assumes  all  insurance  risks  under the
Policies,  and the  Company's  assets,  which as of December  31, 1994  exceeded
$507.7 million,  support the benefits under the Policies. See "Other Information
About The Policies And The Company," for more detail regarding the Company.

THE VARIABLE ACCOUNT

The Variable Account is a separate investment account of the Company established
under  Pennsylvania  law on October 18, 1995. The Company owns the assets of the
Variable  Account.  These assets are held separate  from the  Company's  general
account and its other accounts.  That portion of the Variable  Account's  assets
that is equal to the  reserves  and other  Policy  liabilities  of the  Variable
Account is not chargeable with liabilities arising out of any other business the
Company may conduct. If the assets exceed the required reserves and other Policy
liabilities,  the  Company  may  transfer  the excess to the  Company's  general
account. The Variable Account's assets will at all times equal or exceed the sum
of the Subaccount Values of all policies funded by the Variable Account.

The Variable Account is registered with the SEC under the Investment Company Act
of 1940 (the "1940 Act") as a unit investment  trust and meets the definition of
a "separate  account" under the federal  securities laws. Such registration does
not involve any supervision by the SEC of the management of the Variable Account
or  the  Company.  The  Variable  Account  also  is  governed  by  the  laws  of
Pennsylvania,  the Company's state of domicile, and may also be governed by laws
of other states in which the Company does business.

The Variable  Account has 18  Subaccounts,  each of which invests in shares of a
corresponding  Fund.  Income,  gains and losses,  realized or  unrealized,  from
assets  allocated  to a  Subaccount  are  credited  to or charged  against  that
Subaccount without regard to other income, gains or losses of the Company.

Where permitted by applicable law, the Company may make the following changes to
the Variable Account:

         1.   Any changes required by the 1940 Act or other applicable law or 
              regulation;

         2.   Combine separate accounts, including the Variable Account;

         3.   Add new subaccounts to or remove existing subaccounts from the 
              Variable Account or combine Subaccounts;

         4.   Make Subaccounts (including new subaccounts) available to such 
              classes of Policies as the Company may determine;

         5.   Add new Funds or remove existing Funds;

         6.   Substitute new Funds for any existing Fund if shares of the Fund 
              are no longer available for investment or if the Company 
              determines that investment in a Fund is no longer appropriate in
              light of the purposes of the Variable Account;
                                     - 11 -
<PAGE>

         7.   Deregister the Variable Account under the 1940 Act if such 
              registration is no longer required; and

         8. Operate the  Variable  Account as a  management  investment company
            under the 1940 Act or as any other form permitted by law.

No such  changes  will be made  without  any  necessary  approval of the SEC and
applicable state insurance departments. Owners will be notified of any changes.

THE FUNDS

Each Subaccount invests in a corresponding  Fund. Each of the Funds is either an
open-end  diversified  management  investment  company or a separate  investment
portfolio of such a company and is managed by a registered  investment  adviser.
The Funds as well as a brief  description  of their  investment  objectives  are
provided below.

         Insurance Management Series
         ---------------------------
         The High Income Bond II, Prime Money II and Utility II Subaccounts each
invest  in  shares of  corresponding  Funds  (i.e.,  investment  portfolios)  of
Insurance  Management  Series  ("IMS").  IMS issues five  "series" or classes of
shares,  each of which  represents an interest in a Fund of IMS.  Three of these
series of shares are available as investment  options under the  Contracts.  The
investment objectives of these Funds are set forth below.

     High  Income  Bond Fund II.  This Fund  invests  primarily  in  lower-rated
     fixed-income securities that seek to achieve high current income.

     Prime Money Fund II. This Fund invests in money market instruments maturing
     in  thirteen  months or less to  achieve  current  income  consistent  with
     stability of principal and liquidity.

     Utility Fund II. This Fund invests in equity and debt securities of utility
     companies to achieve high current income and moderate capital appreciation.

        IMS is advised by Federated Advisers.

        Variable Insurance Products Fund and Variable Insurance Products Fund II
        ------------------------------------------------------------------------
         The Equity-Income  Subaccount invests in shares of a corresponding Fund
(i.e.,  investment portfolios) of Variable Insurance Products Fund ("VIP Fund").
VIP Fund issues five "series" or classes of shares,  each of which represents an
interest in a Fund of VIP Fund. One of these series of shares is available as an
investment option under the Contracts. Asset Manager,  Contrafund, and Index 500
Subaccounts  each  invest in shares of  corresponding  Funds  (i.e.,  investment
portfolios) of Variable  Insurance Products Fund II ("VIP Fund II"). VIP Fund II
issues five "series" or classes of shares,  each of which represents an interest
in a Fund of VIP Fund II.  Three of these  series of  shares  are  available  as
investment options under the Policies.  The investment objectives of these Funds
are set forth below.

     Asset  Manager  Portfolio.  This Fund seeks high total  return with reduced
     risk over the long-term by allocating its assets among domestic and foreign
     stocks, bonds and short-term fixed-income instruments.

     Contrafund Portfolio.  This Fund seeks capital appreciation over the 
     long-term by investing in companies that are undervalued or out-of-favor.

                                     - 12 -
<PAGE>

     Equity-Income  Portfolio.  This Fund  seeks  current  income  by  investing
     primarily  in  income  producing  equity  securities.   In  choosing  these
     securities, the Fund also considers the potential for capital appreciation.

     Index 500 Portfolio.  This Fund seeks investment results that correspond to
     the total return of common stocks publicly traded in the United States,  as
     represented  by the  Standard  & Poor's 500  Composite  Index of 500 Common
     Stocks.

         VIP Fund and VIP Fund II are each  advised  by  Fidelity  Management  &
Research Company.

         The Alger American Fund
         -----------------------
         Alger American Growth,  Alger American MidCap Growth and Alger American
Small  Capitalization  Subaccounts each invest in shares of corresponding  Funds
(i.e., investment portfolios) of The Alger American Fund ("AAF"). AAF issues ___
"series" or classes of shares, each of which represents an interest in a Fund of
AAF.  Three of these series of shares are available as investment  options under
the Policies. The investment objectives of these Funds are set forth below.

     Alger  American  Growth  Portfolio.   This  Fund  seeks  long-term  capital
     appreciation by investing in a diversified,  actively managed  portfolio of
     equity securities,  primarily of companies with total market capitalization
     of $ 1 billion or greater.

     Alger American MidCap Growth  Portfolio.  This Fund seeks long-term capital
     appreciation by investing in a diversified,  actively managed  portfolio of
     equity securities,  primarily of companies with total market capitalization
     between $750 million and $3.5 billion.

     Alger American Small  Capitalization  Portfolio.  This Fund seeks long-term
     capital  appreciation  by  investing  in a  diversified,  actively  managed
     portfolio of equity  securities,  primarily of companies  with total market
     capitalization of less than $1 billion.

         AAF is advised by Fred Alger Management, Inc.

         MFS Variable Insurance Trust
         ----------------------------
         The MFS Emerging Growth,  MFS Growth with Income, MFS Limited Maturity,
MFS  Research  and MFS  Total  Return  Subaccounts  each  invest  in  shares  of
corresponding  Funds (i.e.,  investment  portfolios)  of MFS Variable  Insurance
Trust ("MFSVIT").  MFSVIT issues 12 "series" or classes of shares, each of which
represents  an interest in a Fund of MFSVIT.  Five of these series of shares are
available as investment options under the Policies. The investment objectives of
these Funds are set forth below.

     MFS Emerging Growth Series.  This Fund seeks to obtain  long-term growth of
     capital by investing  primarily in common stocks of small and  medium-sized
     companies  that are early in their life cycle but which have the  potential
     to become major enterprises.

     MFS Growth  With  Income  Series.  This Fund  seeks to  provide  reasonable
     current income and long-term growth of capital and income.

     MFS Limited Maturity Series.  This Fund seeks to provide as high a level of
     current  income as is believed to be  consistent  with  prudent  investment
     risk, with capital protection as a secondary objective.

     MFS Research Series.  This Fund seeks to provide long-term growth of 
     capital and future income.

                                     - 13 -
<PAGE>

     MFS Total Return Series. This Fund seeks primarily to provide above-average
     income  consistent  with prudent  employment of capital and  secondarily to
     provide a reasonable opportunity for growth of capital and income.

         MFSVIT is advised by Massachusetts Financial Services Company.

         SoGen Variable Funds, Inc.
         --------------------------
         The SoGen Overseas Subaccount invests in shares of a corresponding Fund
(i.e., investment portfolio) of SoGen Variable Funds, Inc. ("SGVF"). SGVF issues
___  "series" or classes of shares,  each of which  represents  an interest in a
Fund of SGVF. One of these series of shares is available as an investment option
under the Policies. The investment objective of this Fund is set forth below.

     SoGen Overseas Portfolio.  This Fund seeks long-term growth of capital by 
     investing primarily in securities of small and medium size non-U.S. 
     companies.

         SGVF is advised by Societe Generale Asset Management Corp.

         Van Eck Worldwide Insurance Trust
         ---------------------------------
         The Emerging  Market and Gold and Natural  Resources  Subaccounts  each
invest in shares of corresponding Funds (i.e., investment portfolios) of Van Eck
Worldwide  Insurance  Trust  ("VEWIT").  VEWIT issues ___ "series" or classes of
shares,  each of which  represents an interest in a Fund of VEWIT.  Two of these
series of shares are  available as investment  options  under the Policies.  The
investment objectives of these Funds are set forth below.

     Emerging Markets Fund.  This Fund seeks capital appreciation by investing
     primarily in equity securities in emerging markets around the world.

     Gold  and  Natural  Resources  Fund.  This  Fund  seeks  long-term  capital
     appreciation  by  investing  in equity  and debt  securities  of  companies
     engaged in the  exploration,  development,  production and  distribution of
     gold and other  natural  resources  such as  strategic  and  other  metals,
     minerals, forest products, oil, natural gas and coal.

         VEWIT is advised by Van Eck Associates Corporation.


NO ONE CAN ASSURE THAT ANY FUND WILL ACHIEVE ITS STATED OBJECTIVES AND POLICIES.

More detailed  information  concerning the investment  objectives,  policies and
restrictions  of the Funds,  the expenses of the Funds,  the risks  attendant to
investing in the Funds and other aspects of their operations can be found in the
current  prospectus  for each  Fund that  accompanies  this  prospectus  and the
current Statement of Additional Information for the Funds. The Funds' prospectus
should be read carefully  before any decision is made  concerning the allocation
of premium payments or transfers among the Subaccounts.

Not all of the Funds described in the  prospectuses  for the Funds are available
with the Contract.  Moreover,  the Company cannot  guarantee that each Fund will
always be available  for its  variable  annuity  contracts,  but in the unlikely
event that a Fund is not available,  the Company will take  reasonable  steps to
secure the availability of a comparable fund.  Shares of each Fund are purchased
and redeemed at net asset value, without a sales charge.

                                     - 14 -
<PAGE>
The Company has entered into agreements with the investment  advisers of several
of the Funds pursuant to which each such investment adviser will pay the Company
a servicing  fee based upon an annual  percentage  of the average  aggregate net
assets  invested  by the  Company  on  behalf  of the  Variable  Account.  These
agreements reflect administrative services provided to the Funds by the Company.
Payments of such  amounts by an adviser  will not  increase the fees paid by the
Funds or their shareholders.

Shares of the Funds are sold to separate  accounts of insurance  companies  that
are not  affiliated  with the Company or each other, a practice known as "shared
funding."  They are also sold to separate  accounts  to serve as the  underlying
investment  for both variable  annuity  contracts  and variable  life  insurance
contracts,  a  practice  known  as  "mixed  funding."  As a  result,  there is a
possibility that a material  conflict may arise between the interests of Owners,
whose Policy  Values are  allocated to the  Variable  Account,  and of owners of
other  policies  whose policy values are allocated to one or more other separate
accounts investing in any one of the Funds. Shares of some of the Funds may also
be sold to certain pension and retirement  plans qualifying under Section 401 of
the Code. As a result, there is a possibility that a material conflict may arise
between the interests of Owners or owners of other policies  (including policies
issued by other  companies),  and such retirement  plans or participants in such
retirement plans. In the event of any such material conflicts,  the Company will
consider what action may be  appropriate,  including  removing the Fund from the
Variable  Account or  replacing  the Fund with another  Fund.  There are certain
risks  associated  with mixed and shared  funding and with the sale of shares to
qualified pension and retirement plans, as disclosed in each Fund's prospectus.

                                   THE POLICY
PURCHASING A POLICY

To purchase a Policy,  a prospective  Owner must submit a completed  application
and the Minimum  Initial Premium Payment through a licensed agent of the Company
who is also a  registered  representative  of  broker-dealer  having  a  selling
agreement  with  CNA  Investor  Services,   Inc.   ("CNA/ISI"),   the  principal
underwriter of the Policies.  The Company requires  satisfactory evidence of the
Insured's insurability,  which may include a medical examination of the Insured.
Generally,  the  Company  issues  Policies  covering  Insureds  up to  age 75 if
evidence  of  insurability   satisfies  the  Company's   underwriting  criteria.
Acceptance of an application is subject to the Company's  underwriting criteria,
and the Company reserves the right to reject an application for any reason.

Insurance  coverage  under a Policy begins on the later of the Policy  Effective
Date or the date that the Company  receives the Minimum Initial Premium Payment.
Generally  the  Company  establishes  the Policy  Effective  Date  (shown on the
Policy) after it completes the underwriting process and accepts the application.
Where the Minimum  Initial  Premium Payment is received by the Company after the
Policy  Effective  Date,  coverage  under  the  Policy is  conditioned  upon the
Insured's state of health being the same as that described in the application.

With the  Company's  prior  approval,  in order to obtain a lower  Issue Age, an
Owner may  "backdate"  a Policy by  electing a Policy  Effective  Date up to six
months prior to the date of the original application.  A lower Issue Age for the
Insured  generally  results in slightly more favorable cost of insurance  rates.
Charges for the monthly  deduction for the  backdated  period are deducted as of
the Policy Effective Date.

Insurance  coverage under the Policy  terminates  upon the first to occur of the
following events: (1) the Insured dies, (2) the Owner surrenders the Policy, (3)
the Policy reaches the Maturity Date, or (4) the Policy Lapses.

CANCELLATION PRIVILEGE

An Owner may cancel a Policy  for a refund  during  the  Cancellation  Period by
returning it to the Service  Center or to the sales  representative  who sold it

                                     - 15 -
<PAGE>

along with a Written Notice requesting cancellation.  The Cancellation Period is
determined  by the law of the state in which the Owner  resides  or in which the
application  is signed and is shown on the Policy.  In most states it expires at
the latest of (1) ten days after the Owner first  receives  the  Policy,  (2) 45
days after the Owner  signs the  application,  or (3) 10 days after the  Company
mails or delivers a notice of the Owners withdrawal rights. Return of the Policy
by mail is effective upon receipt at the Service  Center.  When  cancelled,  the
Policy is treated as if it had never been  issued.  Within seven  calendar  days
after receiving the returned Policy,  the Company will refund an amount equal to
the sum of (1) the difference  between premium payments made (including any fees
and charges  deducted) and the amounts allocated to the Fixed Account and to the
Subaccounts,  (2) Fixed  Policy  Value  determined  as of the date the  returned
Policy is received,  and (3) Variable Policy Value determined as of the date the
returned Policy is received.  This amount may be more or less than the aggregate
premium  payments made under the Policy.  In states where required,  the Company
will instead refund premium payments.

PREMIUM PAYMENTS

MINIMUM INITIAL PREMIUM  PAYMENT.  The Minimum Initial Premium Payment  required
depends on a number of factors,  including the sex, Issue Age, and risk class of
the proposed  Insured,  the initial Specified Amount requested by the applicant,
any  supplemental  benefits  and/or riders  requested by the applicant,  and the
Planned  Periodic  Premium  Payments that the applicant  selects.  Owners should
consult their sales  representative  for  information  about the Minimum Initial
Premium Payment required for the coverage that they seek.

PLANNED PERIODIC PREMIUMS  PAYMENTS.  Owners may establish a schedule of monthly
(bank draft or pre-authorized  payment only),  quarterly,  semi-annual or annual
Planned Periodic Premium Payments. Subject to the Company's approval, Owners may
change the amount or frequency of Planned  Periodic  Premium Payments by Written
Notice.  The Company  will send  Owners  reminder  notices for Planned  Periodic
Premium  Payments.  The  Company  also may arrange  with Owners to have  Planned
Periodic  Premium  Payments  made under a  pre-authorized  payment  arrangement.
Owners are not required to pay Planned Periodic Premium Payments.

UNPLANNED PREMIUM PAYMENTS.  Subject to the limitations  described below, Owners
generally may make additional  premium  payments at any time before the Maturity
Date while the  Insured  is alive and the  Policy is in force.  Unless the Owner
specifies  otherwise in the  application or by subsequent  Written  Notice,  the
Company  considers all  unplanned  premium  payments  first as repayments of any
outstanding Loan Amounts under the Policy.

PREMIUM  PAYMENT  LIMITATIONS.  Unless  otherwise  approved by the Company,  all
premium  payments must be made payable to "Valley Forge Life Insurance  Company"
at the  Service  Center.  No  premium  payments  are  accepted  after a Policy's
Maturity Date.

Premium  payments must be at least $50 (unless paid pursuant to a pre-authorized
payment  arrangement)  and must be remitted to the Service  Center.  The Company
reserves the right to reject any premium payment in the event that it determines
that  acceptance  of such  payment  would cause a Policy to fail to qualify as a
life  insurance  contract  under the Code or applicable  regulations  or rulings
thereunder. The Company will promptly return any premium payment that it rejects
for this reason.  The Company  will monitor  Policies and will attempt to notify
the Owner on a timely  basis if his or her Policy is in  jeopardy  of becoming a
modified endowment contract under the Code. (See "Tax Considerations.")

PREMIUM  PAYMENTS  UPON  INCREASE IN SPECIFIED  AMOUNT.  Depending on the Policy
Value at the time of an increase in the  Specified  Amount and the amount of the
increase  requested,  an additional premium payment may be necessary or a change
in the amount of Planned Periodic Premium Payments may be advisable. (See "Death
Benefit Proceeds.")

                                     - 16 -
<PAGE>

NET PREMIUM ALLOCATIONS

Net Premium  Payments are allocated  among and between the  Subaccounts  and the
Fixed  Account  as of the date  that they are  received  at the  Service  Center
according to the Owner's  allocation  instructions  in the  application  or in a
subsequent Written Notice.  Allocation instructions must be in whole percentages
and the minimum  amount that the Company can allocate to any  Subaccount  or the
Fixed Account is 1% of any Net Premium  Payment.  The Company reserves the right
to establish additional limitations on premium payment allocations.

For Policies issued in states where, upon  cancellation  during the Cancellation
Period, the Company refunds premium payments,  the Company allocates Net Premium
Payments it receives during the Cancellation  Period  (including that related to
the Minimum Initial Premium Payment) that are to be allocated to any Subaccount,
to the Money Market  Subaccount  for a period equal to the number of days in the
Cancellation  Period.  At the end of this period,  the Money  Market  Subaccount
Value will be reallocated to each other  Subaccount  selected by the Owner based
on the proportion that the Owner's  allocation  percentage bears to the Variable
Policy Value.

POLICY LAPSE AND REINSTATEMENT

LAPSE.  Unlike a  conventional  life insurance  policy,  failure to make Planned
Periodic  Premium  Payments  does  not  necessarily  cause a  Policy  to  Lapse.
Conversely,  making all Planned  Periodic  Premium Payments does not necessarily
prevent  a  Policy  from  Lapsing.  Rather,  except  when the  Lapse  Prevention
Guarantee is in effect, whether a Policy Lapses depends on whether its Surrender
Value is sufficient to cover the monthly  deduction on each Monthly  Anniversary
Day. Surrender Value could become insufficient to cover the monthly deduction if
investment experience has been sufficiently  unfavorable that it has resulted in
a decrease in Policy Value or the Policy Value has  decreased  because the Owner
did not make sufficient Net Premium Payments to offset prior monthly deductions.

If the Surrender Value on a Monthly Anniversary Day is insufficient to cover the
monthly deduction due on that Day, the Company will mail to the Owner and to any
assignee of record at their last known  address(es),  a notice  stating that the
Policy  will only  remain in force for 61 days from the date that the notice was
mailed.  This 61 day  period is called the Grace  Period.  If the Owner does not
make sufficient premium payments to cover the monthly  deduction(s)  through the
end of the Grace  Period by the end of the Grace  Period,  then the Policy  will
terminate  without value and all coverage under the Policy will  terminate.  The
notice  mailed to the Owner and to any assignee of record will indicate how much
in additional  premium  payments the Owner must make before the end of the Grace
Period to keep the Policy in force.  Coverage under the Policy  continues during
the Grace  Period and the Company will deduct  unpaid  monthly  deductions  when
computing Death Benefit Proceeds if the Insured dies during the Grace Period.

REINSTATEMENT.  If the Policy  Lapses,  the Owner may  reinstate  it at any time
within five years of Lapse but before the Maturity  Date. A Policy that has been
surrendered  cannot be reinstated.  To reinstate a Policy, the Owner must submit
to the Service Center:

         1.   evidence of insurability satisfactory to the Company;

         2.   premium payments in an amount sufficient to result (along with 
              any loan repayments) in a positive Surrender Value; and

         3.   premium payments in an amount sufficient that the resulting Net 
              Premium Payments equal or exceed the amount of the next two 
              monthly deductions.

Upon  reinstatement of the Policy, the Company will reinstate any remaining Loan
Amount.  The Policy Value of a reinstated  Policy is the amount  provided by the

                                     - 17 -
<PAGE>
Net Premium  Payments  submitted with the  application  for  reinstatement.  The
effective date of a reinstated Policy is the Monthly Anniversary Date that falls
on or next follows the later of the date that the application for  reinstatement
is approved or the above-listed items are received at the Service Center.

LAPSE PREVENTION GUARANTEE.  The Company guarantees that a Policy will not Lapse
during the first five Policy  Years,  regardless  of the  Surrender  Value,  if,
throughout that period, (a) exceeds (b) where:

              (a) is the aggregate  premium payments made less the amount of any
                  withdrawals  (including applicable surrender charges) less any
                  Loan Amount, and

              (b) is the  Minimum  Monthly  Premium  Payment  multiplied  by the
                  number of complete  months  since the Policy  Effective  Date,
                  including the current month.

If the  Policy's  Specified  Amount is  increased  while  the  Lapse  Prevention
Guarantee is in effect, the Company will recalculate the Minimum Monthly Premium
Payment,  which will  generally  increase  following  an increase  in  Specified
Amount.  The Company will notify  Owners of any increase in the Minimum  Monthly
Premium Payment and will amend the Policy to reflect the change.

VARIABLE POLICY VALUE

The Variable  Policy  Value is the sum of all  Subaccount  Values and  therefore
reflects the investment  experience of the Subaccounts to which it is allocated.
THERE IS NO GUARANTEED MINIMUM VARIABLE POLICY VALUE.

SUBACCOUNT  VALUE.  The  Subaccount  Value of any  Subaccount  as of the  Policy
Effective  Date is equal to the  amount  of the  initial  Net  Purchase  Payment
allocated to that Subaccount. On subsequent Valuation Days prior to the Maturity
Date,  the  Subaccount  Value is equal to that part of any Net Purchase  Payment
allocated to the Subaccount and any Policy Value transferred to that Subaccount,
adjusted by interest income, dividends, net capital gains or losses, realized or
unrealized,  and decreased by withdrawals  (including  any applicable  surrender
charges) and any Policy Value transferred out of that Subaccount.

UNITS. For each Subaccount,  Net Premium Payment(s) allocated to a Subaccount or
amounts of Policy Value  transferred  to a Subaccount  are converted into Units.
The number of Units  credited to a Policy is  determined  by dividing the dollar
amount  directed to each Subaccount by the value of the Unit for that Subaccount
for the  Valuation  Day as of which the Net Premium  Payment(s)  or  transferred
amount is invested in the Subaccount.  Therefore, Net Premium Payments allocated
to or amounts  transferred to a Subaccount under a Policy increase the number of
Units of that Subaccount credited to the Policy.

Certain events reduce the number of Units of a Subaccount  credited to a Policy.
Withdrawals  or transfers of  Subaccount  Value from a Subaccount  result in the
cancellation  of the  appropriate  number  of  Units of that  Subaccount  as do:
surrender  of the  Policy;  payment  of the  Death  Benefit  Proceeds;  and  the
deduction  of the monthly  deduction.  Units are  cancelled as of the end of the
Valuation  Period in which the Company  receives  Written  Notice  regarding the
event.

UNIT VALUE.  For each  Subaccount  there exist two types of Units: A Units and B
Units.  A Units  represent  Subaccount  Value  during the first ten Policy Years
under any Policy,  while B Units represent  Subaccount Value during Policy Years
11 and later.  On the tenth Policy  Anniversary,  all A Units of any  Subaccount
under a Policy are  automatically  exchanged for B Units on an equivalent dollar
value basis.

A Units  and B  Units  both  represent  a  fractional  undivided  interest  in a
Subaccount.  They  differ  only in their  value as a result of the fact that the
mortality and expense risk charge  deducted  from each  Subaccount is larger for
                                     - 18 -
<PAGE>

Policies in the first ten Policy Years than the charge  deducted for Policies in
Policy  Years 11 and  later.  This  difference  in  charges  is  reflected  in a
different Net Investment  Factor  (described  below) for A Units and B Units for
each Valuation Period.

The A Unit and B Unit values for each Subaccount were  arbitrarily set initially
at $10 when that Subaccount began operations.  Thereafter, the Unit Value at the
end of  every  Valuation  Day is  the  Unit  Value  at the  end of the  previous
Valuation  Day  multiplied  by the Net  Investment  Factor for that type of Unit
(either  A or B),  as  described  below.  The  Subaccount  Value for a Policy is
determined  on any  Valuation  Day by  multiplying  the  number  of Units of the
appropriate  type (either A or B)  attributable to the Policy in that Subaccount
by the value for that type of Unit for that Subaccount on that day.

NET INVESTMENT  FACTOR. The Net Investment Factor is an index applied to measure
the investment performance of either A Units or B Units of a Subaccount from one
Valuation  Period to the next. The Net Investment  Factor for any Subaccount for
any Valuation Period is determined by dividing 1 by 2 and subtracting 3 from the
result, where:

1.   is the result of:

         a.   the Net Asset Value Per Share of the Fund held in the Subaccount,
              determined at the end of the current Valuation Period; plus

         b.   the per share amount of any dividend or capital gain distributions
              made by the Fund held in the Subaccount, if the "ex-dividend" date
              occurs during the current Valuation Period; plus or minus

         c.   a per share charge or credit for any taxes reserved for, which is
              determined by the Company to have resulted from the operations of
              the Subaccount.

2.   is the Net Asset Value Per Share of the Fund held in the Subaccount, 
     determined at the end of the last prior Valuation Period.

3.   is a daily factor representing the mortality and expense risk charge for 
     the type of Unit deducted from the Subaccount adjusted for the number of
     days in the Valuation Period.

FIXED POLICY VALUE

The Fixed Policy Value on any Valuation Day is equal to:

         1.   aggregate Net Premium Payments allocated to the Fixed Account;
              plus

         2.   Policy Value transferred to the Fixed Account; plus

         3.   interest credited to the Fixed Account; less

         4.   any withdrawals (including any applicable surrender charges 
              deducted) or transfers (including any applicable transfer charge
              deducted) from the Fixed Account; less

         5.   any surrender charges deducted in the event of a decrease in 
              Specified Amount; less

         6.   the portion of monthly deductions made from Fixed Policy Value.

See "The Fixed  Account,"  for a  discussion  of how interest is credited to the
Fixed Account.

                                     - 19 -
<PAGE>
TRANSFERS OF POLICY VALUES

GENERAL.  Before the  Maturity  Date while the  Insured is still  living and the
Policy is in force,  the Owner may, by Written Notice,  transfer all or part any
Subaccount Value to another  Subaccount(s)  (subject to its  availability) or to
the  Fixed  Account,  or  transfer  all or part of  Fixed  Policy  Value  to any
Subaccount(s),   (subject  to  its   availability)   subject  to  the  following
restrictions  and the  additional  restrictions  for  transfers  from the  Fixed
Account shown below:

         1.   the minimum transfer amount is $500 (or, the entire Subaccount 
              Value or Fixed Policy Value, if less); and

         2.   a transfer  request  that would reduce any  Subaccount  Value or
              the Fixed Policy Value below $500 is treated as a transfer request
              for the entire Subaccount Value or Fixed Policy Value.

The first 12 transfers  during each Contract Year are free. The Company assesses
a  transfer  processing  fee of $25 for each  transfer  in excess of 12 during a
Contract Year. (See "Charges and Deductions.")

RESTRICTIONS  ON TRANSFERS OF FIXED POLICY  VALUE.  An Owner may transfer all or
part of the Fixed  Policy Value to a  Subaccount.  Only one transfer may be made
each  Policy  Year from the Fixed  Account to one or more  Subaccounts  and this
transfer must be at least 12 calendar months after the most recent transfer from
the Fixed  Account.  An unused  transfer  option does not carry over to the next
year. The maximum  transfer amount is 25% of the Fixed Policy on the date of the
transfer, unless the balance after the transfer is less than $500.

SPECIAL TRANSFER PRIVILEGE. During the first 24 Policy Months following the date
that  coverage  begins  under the  Policy,  Owners may make one  transfer of the
entire  Variable  Policy Value to the Fixed  Account  without  imposition of the
transfer processing fee or the transfer counting as one of the 12 free transfers
for a Policy Year.  Likewise,  during the first 24 Policy  Months  following the
effective date of any Specified Amount increase, Owners may make one transfer of
that portion of the Variable  Policy Value  attributable  to the increase to the
Fixed Account without imposition of the transfer  processing fee or the transfer
counting as one of the 12 free transfers for a Policy Year.

DOLLAR-COST  AVERAGING  FACILITY.  If elected in the  application or at any time
thereafter  prior to the Maturity Date while the Insured is still living and the
Policy is in force by Written Notice, an Owner may systematically transfer (on a
monthly,  quarterly,  semi-annual or annual basis) specified dollar amounts from
the  Money  Market  Subaccount  to  other  Subaccounts.  This  is  known  as the
"dollar-cost averaging" method of investment.  The fixed-dollar amount purchases
more Units of a Subaccount  when their value is lower and fewer Units when their
value is higher.  Over time,  the cost per Unit  averages out to be less than if
all  purchases  of Units had been made at the highest  value and greater than if
all  purchases  had been made at the lowest  value.  The  dollar-cost  averaging
method of investment reduces the risk of making purchases only when the price of
Units  is high.  It does  not  assure a  profit  or  protect  against  a loss in
declining markets.

Owners may only elect use the  dollar-cost  averaging  facility  if their  Money
Market  Subaccount  Value is at least  $1,000 at the time of the  election.  The
minimum   transfer  amount  under  the  facility  is  $100  per  month  (or  the
equivalent).  If dollar-cost averaging transfers are to be made to more than one
Subaccount, then the Owner must indicate the dollar amount of the transfer to be
made to each. At least $50.00 must be designated to each Subaccount.

Transfers  under  the  dollar-cost  averaging  facility  are made as of the same
calendar day each month. If this calendar day is not a Valuation Day,  transfers
are made as of the  next  Valuation  Day.  Once  elected,  transfers  under  the
dollar-cost  averaging facility continue until the Money Market Subaccount Value
is depleted, the Maturity Date occurs or until the Owner cancels the election by
                                     - 20 -
<PAGE>

Written  Notice  at least  seven  days in  advance  of the next  transfer  date.
Alternatively,  Owners may  specify in  advance a date for  transfers  under the
facility  to cease.  There is no  additional  charge  for using the  dollar-cost
averaging  facility.  Transfers  under the  facility do not count  towards the 4
transfers  permitted  without a transfer  processing fee in any Policy Year. The
Company  reserves the right to discontinue  offering the  dollar-cost  averaging
facility at any time and for any reason or to change its features.

AUTOMATIC  SUBACCOUNT  VALUE  REBALANCING.  If  elected  in the  application  or
requested at any time thereafter prior to the Maturity Date while the Insured is
still living and the Policy is in force by Written Notice, an Owner may instruct
the Company to  automatically  transfer (on a quarterly,  semi-annual  or annual
basis) Variable Policy Value between and among specified Subaccounts in order to
achieve a particular  percentage  allocation of Variable Policy Value among such
Subaccounts   ("automatic   Subaccount  Value  rebalancing").   Such  percentage
allocations must be in whole numbers.  Once elected,  automatic Subaccount Value
rebalancing  begins on the first  Valuation Day of the next calendar  quarter or
other period (or, if later,  the next calendar quarter or other period after the
expiration of the Cancellation Period).

Owners may stop  automatic  Subaccount  Value  rebalancing  at any time at least
seven calendar days before the first  Valuation Day in a new period.  Owners may
specify  allocations  between and among as many  Subaccounts as are available at
the time  automatic  Subaccount  Value  rebalancing  is elected.  Once automatic
Subaccount  Value  rebalancing  has  been  elected,  any  subsequent  allocation
instructions   that  differ  from  the   then-current   rebalancing   allocation
instructions  are treated as a request to change the automatic  Subaccount Value
rebalancing allocation. Owners may change automatic Subaccount Value rebalancing
allocations at any time. Allocation changes will take effect as of the Valuation
Day that  instructions  are  received  at the  Service  Center.  Once  automatic
Subaccount Value rebalancing is in effect, an Owner may only transfer Subaccount
Value among or between  Subaccounts by changing the automatic  Subaccount  Value
rebalancing  allocation  instructions.  Changes to or  termination  of automatic
Subaccount Value rebalancing must be made by Written Notice.

There is no additional  charge for automatic  Subaccount  Value  rebalancing and
rebalancing transfers do not count as one of the 4 transfers available without a
transfer  processing fee during any Policy Year. If automatic  Subaccount  Value
rebalancing is elected at the same time as the dollar-cost averaging facility or
when the dollar-cost averaging facility is being utilized,  automatic Subaccount
rebalancing  will be  postponed  until the first  Valuation  Day in the calendar
quarter or other period  following  the  termination  of  dollar-cost  averaging
facility.  The Company reserves the right to discontinue  offering the automatic
Subaccount  Value  rebalancing  facility  at any time and for any  reason  or to
change its features.

SURRENDER PRIVILEGE

At any time while the  Insured is still  living and the Policy is in force prior
to the Maturity  Date,  the Owner may, by Written  Notice,  surrender it for its
Surrender  Value.  A surrender  is  effective  as of the date on which a Written
Notice  requesting  surrender  is received at the Service  Center.  If the Owner
surrenders  the Policy during the first 14 Policy Years,  or the first 14 Policy
Years  following  an increase in  Specified  Amount,  the Company  will deduct a
surrender charge. (See "Surrender Charge.") Once the Policy is surrendered,  all
coverage and other benefits under it cease and it cannot be reinstated.
<PAGE>

WITHDRAWAL PRIVILEGE

After the first Policy Year, while the Insured is still living and the Policy is
in force prior to the Maturity Date, an Owner may, by Written Request,  withdraw
any part of the Surrender Value of the Policy, subject to certain conditions.  A
withdrawal  is  effective  as of the date on which a Written  Notice  requesting
withdrawal is received at the Service Center.  As of that date,  Policy Value is
reduced by the amount of the withdrawal  plus any applicable  surrender  charge.
The minimum  amount that may be  withdrawn  is $500.  If the Owner has  selected

                                     - 21 -
<PAGE>

Death  Benefit  Option 1, the Company  will reduce the  Specified  Amount by the
amount of the withdrawal plus any applicable  surrender charge  deduction.  (See
"Death Benefit Proceeds.")

Unless  otherwise  indicated  in the  Written  Request for  Withdrawal,  amounts
withdrawn and surrender  charges deducted in connection with the withdrawals are
taken from Subaccount Values and Fixed Policy Value based on the proportion that
each  Subaccount  Value and the Fixed Policy Value bear to Policy Value.  If the
Owner requests a decrease in Specified  Amount or requests a change in the Death
Benefit Option as of the same date as a withdrawal request,  then the withdrawal
is effected  after the decrease in Specified  Amount or change in Death  Benefit
Option.

Notwithstanding  the  foregoing,  the  Company  reserves  the  right to reject a
withdrawal request if the request would cause the Specified Amount to be reduced
below the minimum  Specified Amount shown in the Policy.  Likewise,  the Company
reserves the right to deny a withdrawal  request if the request  would cause the
Policy  to fail to  qualify  as a life  insurance  contract  under  the  Code or
regulations or rulings thereunder, as interpreted by the Company.

POLICY LOANS

GENERAL.  At any time  prior to the  Maturity  Date  while the  Insured is still
living and the  Policy is in force,  the Owner may,  by Written  Notice,  borrow
money  from the  Company  using  the  Policy as the sole  security  for the loan
provided that (a) a written loan  agreement is signed by the Owner,  and (b) the
Owner makes a satisfactory  assignment of the Policy to the Company. In taking a
loan, an Owner must borrow at least $500.  The maximum  amount that an Owner may
borrow is 90% of the Surrender Value of the Policy as of the date of the loan.

INTEREST.  The  Company  charges  interest on amounts  borrowed  by Owners.  The
interest rate charged is 8% and is an effective annual rate compounded  annually
on the Policy  Anniversary.  Interest is charged in arrears from the date of the
loan and is due from  Owners on each  Policy  Anniversary  for the prior  Policy
Year.  If the  Owner  does not pay such  interest  when due,  the  amount of the
interest is added to the  outstanding  Loan  Amount.  Thus,  unpaid  interest is
charged interest during the ensuing Policy Year. For Policies in the 11th Policy
Year or later, the Company charges a preferred 6% effective annual interest rate
on amounts borrowed up to an amount equal to Policy Value less aggregate premium
payments made to date.

The Company credits Loan Account Value with interest at an effective annual rate
of 6%. On each Policy  Anniversary,  interest earned on Loan Account Value since
the  preceding  Anniversary  is  transferred  to the  Subaccounts  and the Fixed
Account.  Unless the Owner specifies otherwise,  such transfers are allocated in
the same manner as transfers of collateral to the Loan Account.

LOAN COLLATERAL. When the Company makes a loan to Owners, it transfers an amount
of Cash Value sufficient to secure the loan out of the Subaccounts and the Fixed
Account and into the Loan Account.  Owners may specify how this transferred Cash
Value is allocated from among the Subaccount  Values and the Fixed Policy Value.
If an Owner does not specify the  allocation,  the Company makes the  allocation
based on the proportion  that each  Subaccount  Value and the Fixed Policy Value
bear to the Cash  Value as of the date  that the  transfer  is made.  If  unpaid
interest  is due from an Owner on a Policy  Anniversary  it is added to the Loan
Amount. Cash Value in the amount of the interest also is transferred to the Loan
Account as of that  Anniversary.  The Cash Value  transferred in connection with
unpaid  interest is allocated on the same basis as other Cash Value  transferred
by the Company to the Loan Account.

Loan Account Value is recalculated  when interest is added to the Loan Amount, a
loan repayment is made, or a new loan is made under Policy.

                                     - 22 -
<PAGE>

NON-PAYMENT OF POLICY LOANS. If Loan Account Value exceeds Cash Value,  then the
Owner must make either a loan repayment or a premium payment sufficient to raise
the Cash Value or lower the Loan  Account  Value so that Cash Value  exceeds the
Loan Account Value. The Company will send the Owner and any assignee of record a
notice  indicating  the amount that must be paid.  If payment is not received at
the Service  Center within 30 days of the notice being mailed,  the Grace Period
will begin. (See "Policy Lapse and  Reinstatement.") If the Grace Period expires
without the payment being made, then the Policy Lapses.

LOAN  REPAYMENT.  The  Owner may repay a loan or repay any part of a loan at any
time while the  Insured is still  living and the Policy is in force prior to the
Maturity Date.  Upon  repayment of any part of a loan,  Loan Account Value in an
amount  equal to the payment is  transferred  to the  Subaccounts  and the Fixed
Account  as of the date that the  payment is  received  at the  Service  Center.
Unless the Owner specifies otherwise,  the amount transferred is allocated among
or between the  Subaccounts and the Fixed Account in accordance with the Owner's
allocation instructions for Net Premium Payments in effect at that time.

EFFECT OF POLICY LOAN. A loan,  whether or not repaid, has a permanent effect on
the Death  Benefit  and Policy  values  because  the  investment  results of the
Subaccounts  and current  interest  rates  credited on Fixed Policy Value do not
apply to Policy  Value in the Loan  Account.  The larger the loan and the longer
the loan is  outstanding,  the greater  will be the effect of Policy Value being
held as collateral in the Loan Account.  Depending on the investment  results of
the Subaccounts or credited  interest rates for the Fixed Account while the loan
is outstanding, the effect could be favorable or unfavorable.  Policy loans also
may increase the potential for lapse if investment results of the Subaccounts to
which Surrender Value is allocated is unfavorable. If a Policy lapses with loans
outstanding, certain amounts may be subject to income tax and a 10% penalty tax.
See "Tax Considerations," for a discussion of the tax treatment of Policy loans.
In  addition,  if a Policy  is a  "modified  endowment  contract,"  loans may be
currently taxable and subject to a 10% penalty tax.

MATURITY BENEFITS

The Company will pay the Surrender  Value,  if any, to the Owner on the Maturity
Date.  The Maturity Date is the Policy  Anniversary  nearest the Insured's  95th
birthday.

DEATH BENEFIT PROCEEDS

Upon  receipt of Due Proof of Death of the Insured at the Service  Center  while
the Policy is in force before the Maturity  Date, the Company will pay the Death
Benefit  Proceeds  to the  Beneficiary  (or  Beneficiaries)  or  the  Contingent
Beneficiary  (or Contingent  Beneficiaries).  The Company pays the Death Benefit
Proceeds in a lump sum unless the Beneficiary (or Contingent Beneficiary) elects
to receive the Proceeds under a Settlement Option.  (See "Settlement  Options.")
Under  certain  circumstances,  payment  of the Death  Benefit  Proceeds  may be
delayed. (See "Suspension or Delay in Payments.")

CALCULATION OF DEATH BENEFIT PROCEEDS. The Death Benefit Proceeds are determined
as of the date of the Insured's death and are equal to:

         1.   the Death Benefit under the Death Benefit Option selected by the 
              Owner; plus

         2.   any death benefit under any rider to the Policy; less

         3.   any Loan Amount; and less

         4.   any unpaid monthly deductions if the Insured dies during the 
              Grace Period.

                                     - 23 -
<PAGE>

Under certain  circumstances,  the amount of the Death  Benefit  Proceeds may be
further  adjusted.  (See  "The  Company's  Right  to  Contest  the  Policy"  and
"Misstatement of Age or Sex.")

If part or all of the Death  Benefit is paid in one sum,  the  Company  will pay
interest  on this  sum as  required  by  applicable  state  law from the date of
receipt of due proof of the Insured's death to the date of payment.

DEATH BENEFIT OPTIONS.  The Owner may select one of two Death Benefit Options.

         1.   Death Benefit Option 1 is the greater of:

              (a) the Specified Amount on the date of the Insured's death; or

              (b) a percentage  of the Policy Value on the date of the Insured's
                  death as indicated in the Table of Policy Value Percentages in
                  the Appendix.

         2.   Death Benefit Option 2 is the greater of:

              (a) the Specified Amount plus the Policy Value on the date of the
                  Insured's death; or

              (b) a percentage  of the Policy Value on the date of the Insured's
                  death as indicated in the Table of Policy Value Percentages in
                  the Appendix.

The specified percentage is 250% if the Insured dies at Attained Age 40 or less,
and decreases  with each year of Attained Age  thereafter so that the percentage
is 100% if the Insured  dies at an  Attained  Age of 95. A table  showing  these
percentages for Attained Ages 0 to 94 and examples of Death Benefit calculations
for both Death Benefit Options are found in the Appendix.

Under Death Benefit  Option 1, the Death Benefit  remains level at the Specified
Amount unless the Policy Value  multiplied by the specified  percentage  exceeds
that Specified  Amount, in which event the Death Benefit will vary as the Policy
Value  varies.  Owners  who are  satisfied  with the  amount of their  insurance
coverage  under  the  Policy  and  who  prefer  to  have  favorable   investment
performance  and  additional  Net Premium  Payments  reflected in higher  Policy
Value,  rather than increased Death Benefits,  generally should select Option 1.
Under Death  Benefit  Option 2, the Death  Benefit  always  varies as the Policy
Value varies (although it is never less than the Specified  Amount).  Owners who
prefer to have  favorable  investment  performance  and  additional  Net Premium
Payments reflected in increased Death Benefits generally should select Option 2.

CHANGING THE DEATH BENEFIT OPTION.  After the first Policy Anniversary while the
Insured is still living and the Policy is in force prior to the  Maturity  Date,
the Owner may  request a change in the Death  Benefit  Option.  A Death  Benefit
Option  change  becomes  effective  on the  Monthly  Anniversary  Day on or next
following  the date  that the  Company  accepts a request  for the  change.  The
Company may require  satisfactory  evidence of insurability  before permitting a
change in the Death Benefit Option.  After a change in Death Benefit Option, the
Company will send the Owner a supplemental  policy  specifications  page showing
the new Death Benefit and Specified  Amount.  Changing the Death Benefit  Option
could have federal tax consequences.
(See "TAX CONSIDERATIONS.")
<PAGE>

INCREASE OF  SPECIFIED  AMOUNT.  After the first Policy  Anniversary,  while the
Insured is living and the Policy is in force  prior to the  Maturity  Date,  the
Owner may submit a supplemental application for an increase in Specified Amount.
The Company requires evidence of insurability  before agreeing to an increase in
Specified  Amount  and may,  depending  upon  the  circumstances,  also  require
additional  premium  payments or the repayment of part or all of any Loan Amount
under the Policy. The Insured's Attained Age at the time of the increase may not
exceed 75. The amount of any requested  increase in Specified  Amount must be at
least  $25,000  and not more  than the  amount  that  would  increase  the total
Specified Amount above the maximum  specified amount for which the Company would
                                     - 24 -
<PAGE>
issue a new Policy.
   
An  increase in  Specified  Amount  causes an  increase  in the Minimum  Monthly
Premium Payment.  Each increase in Specified Amount has a Target Premium Payment
and a Guideline Annual Premium Payment associated with it.

Any  increase in  Specified  Amount is effective as of the date that the Company
approves it. Each increase in Specified Amount creates an increment of Specified
Amount  to which a portion  of Policy  Value is  thereafter  attributed  for the
purpose of computing  sales  surrender  charges,  the Net Amount at Risk and the
monthly cost of insurance  charge and for the purpose of exercising  the Special
Transfer  Privilege.  An additional monthly cost of insurance charge is deducted
for each  additional  increment in Specified  Amount.  This  additional  cost of
insurance  charge is deducted from Policy Value  attributable to the increase in
Specified  Amount.  Each increase in Specified Amount also results in additional
surrender charges.  After an increase in Specified Amount, the Company will send
the Owner a supplemental  policy  specifications page showing the effective date
of the  increase,  the  monthly  cost of  insurance  charge  for  the  increase,
additional  sales surrender  charges arising as a result of the increase and any
changes to premium  payment  information  from the  previous or original  policy
specifications page.

The  cancellation  privilege  applies to any increase in Specified Amount except
that when no additional premium payments are required for an increase,  only the
monthly  deduction(s)  for the increase made before the cancellation is refunded
if the increase is cancelled. (See "Cancellation Privilege.")

DECREASE OF  SPECIFIED  AMOUNT.  After the first  Policy  Anniversary  while the
Insured is still living and the Policy is in force prior to the  Maturity  Date,
the Owner may by Written  Notice  request a decrease of  Specified  Amount.  The
amount of any  requested  decrease in Specified  Amount must be at least $25,000
and not be more than the amount that would decrease the total  Specified  Amount
below  $100,000.  Specified  Amount may not be decreased  when,  to do so, would
cause Surrender Value to fall below zero. Any decrease becomes  effective on the
Monthly  Anniversary  Day on or next following the date that the Company accepts
the request for the  decrease.  The  decrease is first  applied to reduce  prior
increases in Specified Amount in the reverse order in which they occurred. After
all prior  increases in  Specified  Amount have been  eliminated,  a decrease is
applied to reduce the initial Specified Amount.

A decrease  of  Specified  Amount may result in the  imposition  of a  surrender
charge.  In this  event,  the charge is  deducted  from  Policy  Value as of the
effective date of the decrease.  (See "Charges and  Deductions.")  A decrease in
Specified Amount causes a decrease in the Minimum Monthly Premium Payment and in
the Target Premium Payment and Guideline Annual Premium Payment  associated with
the increment of Specified Amount being decreased. After a decrease in Specified
Amount,  the Company will send the Owner a  supplemental  policy  specifications
page showing the effective  date of the decrease,  the monthly cost of insurance
charge  after  the  decrease,  surrender  charges  deducted  as a result  of the
decrease,  and any changes to premium payment  information  from the previous or
original specifications page.

The Company  reserves  the right to deny a request  for a decrease in  Specified
Amount for 12 months  following the most recent increase in Specified Amount and
to limit decreases in Specified Amount to one per Policy Year.

If a decrease  in the  Specified  Amount  would  result in total  premiums  paid
exceeding the premium  limitations  prescribed  under current tax law to qualify
the Policy as a life insurance contract,  the Company will contact the Owner and
inquire  whether  he or she  wants to  receive  the  excess  above  the  premium
limitations or to forgo the decrease.  The Company reserves the right to decline
a requested  decrease in the Specified  Amount if compliance  with the guideline
premium  limitations  under  current  tax law would  require  payment  of excess
premium to the Owner in an amount that would  exceed the  Surrender  Value under
the Policy.
                                     - 25 -
<PAGE>
SETTLEMENT OPTIONS

SELECTING A  SETTLEMENT  OPTION.  The Company pays Owners or  Beneficiaries  (or
Contingent  Beneficiaries),   as  appropriate,  the  amount  of  any  surrender,
withdrawal,  or Death  Benefit  Proceeds  in a lump sum unless the Owner has, by
Written Notice,  selected one of the Settlement  Options described below. If the
amount being paid by the Company is less than $5,000,  however,  payment is only
made in a lump sum. In  addition,  if the Owner or  Beneficiary  (or  Contingent
Beneficiary) receiving payment is an executor, administrator,  trustee, or not a
natural  person,  payment is made in a lump sum unless the Company  specifically
consents to payment under one of the Settlement Options.

Owners may select a Settlement  Option for payment of the Death Benefit Proceeds
in lieu of a lump sum,  at any time while the  Insured  is still  living and the
Policy is in force  prior to the  Maturity  Date.  If no election is made by the
Owner  before  the  Insured's  death,   then,  upon  the  Insured's  death,  the
Beneficiary (or Contingent Beneficiary) may elect a Settlement Option before the
Death  Benefit  Proceeds  are paid.  The Owner  also may  elect to  receive  the
Surrender  Value of a Policy  or the  amount  of a  withdrawal  in the form of a
Settlement  Option at any time  before  the  payment of the  Surrender  Value or
withdrawal.  For purposes of describing the Settlement Options, the term "Payee"
means Owner or Beneficiary (or Contingent Beneficiary), as appropriate.

FREQUENCY OF PAYMENTS. If Settlement Option 1,2, or 3 is selected, payments will
be made every 1 year, 6 months, 3 months, or every month. The Payee must specify
the payment  frequency when selecting a settlement  option. If settlement option
4, 5, or 6 is selected,  payments  will be made  monthly.  If payment  under any
option  would be less than  $50,  the Company  will adjust the  frequency  of
payments so that each payment is at least $50.

FIRST PAYMENT.  Depending on the payment frequency  selected,  the first payment
under Settlement Option 1 is made as of 1 year, 6 months, 3 months, 1 month from
the date of the Insured's death. Depending on the payment frequency selected and
subject to the Company's right to suspend or delay payments (see  "Suspension or
Delay in Payments"), the first payment under Settlement Option 1 is made as of 1
year, 6 months,  3 months,  1 month from the effective  date of any surrender or
withdrawal. The first payment under any other Settlement Option is made, subject
to the  Company's  right to  suspend  or delay  payments,  as of the date of the
Insured's death or the effective date of any surrender or withdrawal.

BETTERMENT  OF RATES.  If, under  Settlement  Options 4, 5, or 6, the  Company's
regular  annuity  purchase  rates  on the  date of the  Insured's  death  or the
effective date of any surrender or withdrawal are more favorable than those upon
which Options 4, 5, or 6 are based, the Company shall compute payments using the
regular annuity rates.  The Company will furnish  information  about the regular
annuity rates upon request.

DEATH OF PAYEE.  Unless  instructed  otherwise  at the time that the  Settlement
Option is selected, at the death of the Payee the Company pays the amounts below
in a lump sum to the Payee's estate:

         1. Under Settlement Option 1, the amount left on deposit with the 
            Company to accumulate interest.

         2. Under Settlement Option 2, 3, or 5, the commuted value of the amount
            payable at the Payee's death as provided under the Option selected. 
            The commuted  value is based on  interest  at the rate that would 
            have been used to compute the first of the remaining Payments under
            that option.
<PAGE>

OPTION 1, INTEREST  PAYMENTS.  The Company holds the Death Benefit  Proceeds (or
the  Surrender  Value or the  amount  of a  withdrawal)  as  principal  and pays
interest to the Payee. The interest rate is 3% per year compounded annually. The
Company pays interest every 1 year, 6 months, 3 months, or 1 month, as specified
at the time this option is selected. At the death of the Payee, the value of the
remaining payments are paid as stated above.

                                     - 26 -
<PAGE>

OPTION 2,  PAYMENTS OF A SPECIFIED  AMOUNT.  The Company pays the Death  Benefit
Proceeds  (or the  Surrender  Value  or the  amount  of a  withdrawal)  in equal
payments every 1 year, 6 months, 3 months, or 1 month.  The amount and frequency
of the payments is  specified  at the time this option is  selected.  After each
payment,  interest is added to the  remaining  amount  applied under this option
that  has not yet  been  paid.  The  interest  rate  is 3% per  year  compounded
annually.  Payments  are made to the Payee until the amount  applied  under this
option,  including interest,  is exhausted.  The total of the payments made each
year must be at least 5% of the amount  applied under this option.  If the Payee
dies before the amount  applied is exhausted,  the Company pays the value of the
remaining payments as stated above.

OPTION 3,  INSTALLMENTS  FOR A  SPECIFIED  PERIOD.  The  Company  pays the Death
Benefit Proceeds (or the Surrender Value or the amount of a withdrawal) in equal
payments for the number of years specified when the option is selected. Payments
are made every 1 year, 6 months,  3 months, or 1 month,  as  specified  when the
option is  selected.  The amount of each payment for each $1,000  applied  under
this option is shown in Policy. These amounts are calculated at an interest rate
of 3% per year compounded  annually.  If the Payee dies before the expiration of
the  specified  number of years,  the  Company  pays the value of the  remaining
payments as stated above.

OPTION 4, LIFE ANNUITY.  The Company makes monthly  payments to the Payee for as
long as he or she lives.  The amount of each  payment  for each  $1,000  applied
under this option is shown in the Policy.

OPTION 5, LIFE ANNUITY WITH PERIOD CERTAIN.  The Company makes monthly  payments
to the  Payee  for as long as the  Payee  lives.  At the  time  this  option  is
selected,  a period certain of 5, 10, 15, or 20 years must also be selected.  If
the Payee dies before the specified  period  certain  ends,  the payments to the
Payee's estate will continue until the end of the specified  period.  The amount
of the monthly payments  therefore depends on the period certain  selected.  The
amount of each payment for each period certain available is shown in the Policy.
The amounts shown are for each $1,000  applied under this option.  If at any age
the amount of the payments is the same for two or more periods certain,  payment
will be made as if the longest period certain was selected.

OPTION 6,  JOINT  LIFE AND  SURVIVORSHIP  ANNUITY.  The  Company  makes  monthly
payments to two Payees while both are living.  After the death of either  Payee,
payments  continue to the other Payee for as long as the other Payee lives.  The
amount of each payment for each $1,000 applied under this option is shown in the
Policy.

TELEPHONE TRANSACTION PRIVILEGES

If an Owner has elected  this  privilege in a form  provided by the Company,  an
Owner may make transfers or change  allocation  instructions  by telephoning the
Service Center.  A telephone  authorization  form received by the Company at the
Service  Center is valid until it is rescinded  or revoked by Written  Notice or
until a  subsequently  dated form signed by the Owner is received at the Service
Center. The Company will send Owners a written confirmation of all transfers and
allocation instructions made pursuant to telephone instructions.

The Service Center requires a form of personal identification prior to acting on
instructions  received  by  telephone  and  also may  tape  record  instructions
received by phone. If the Company follows these procedures, it is not liable for
any losses due to unauthorized or fraudulent transactions.  The Company reserves
the  right  to  suspend  telephone  transaction  privileges  at any time for any
reason.

                                     - 27 -
<PAGE>
                                THE FIXED ACCOUNT

Because of exemptive and exclusionary provisions, interests in the Fixed Account
have not been  registered  under  the  Securities  Act of 1933 nor has the Fixed
Account been  registered as an investment  company under the Investment  Company
Act of 1940.  Accordingly,  neither the Fixed Account nor any interests  therein
are subject to the  provisions of these Acts and, as a result,  the staff of the
Securities  and Exchange  Commission  has not reviewed  the  disclosure  in this
Prospectus  relating to the Fixed Account.  The  disclosure  regarding the Fixed
Account may, however, be subject to certain generally  applicable  provisions of
the  Federal  securities  laws  relating to the  accuracy  and  completeness  of
statements made in prospectuses.

THE FIXED ACCOUNT

The Fixed  Account  consists of assets  owned by the Company with respect to the
Policies,  other than those in the Variable Account. It is part of the Company's
General Account assets. The Company's general account assets are used to support
its insurance  and annuity  obligations  other than those  supported by separate
accounts,  and are  subject to the claims of the  Company's  general  creditors.
Subject to applicable  law, the Company has sole  discretion over the investment
of the  assets  of the  Fixed  Account.  The Loan  Account  is part of the Fixed
Account. Guarantees of Net Premiums allocated to the Fixed Account, and interest
credited  thereto,  are  supported  by the  Company.  The Fixed  Policy Value is
calculated daily. (See "Fixed Policy Value.")

INTEREST CREDITED ON FIXED POLICY VALUE

The Company  guarantees that it will credit interest on Fixed Policy Value at an
effective annual rate of not less than 4.0%. In its discretion, the Company will
credit interest at rates higher than 4%.

"FULL-YEAR"  RATES.  Before the  beginning of each  calendar  year,  the Company
publishes  an  effective  annual rate at which it will credit Fixed Policy Value
under the Policies for that year.  Fixed Policy  Values at the  beginning of the
calendar year under all Policies are credited with that rate of interest for the
entire calendar year.

"NEW-MONEY"  RATES.  The Company credits Net Premium  Payments  allocated to and
Policy  Value  transferred  to the Fixed  Account  during a  calendar  year with
interest at an effective  annual rate in effect on the date that the Net Premium
Payment  is  received  at the  Service  Center  or the date that as of which the
transfer is made.  These  amounts are credited  with interest at this rate until
the end of the calendar year.  The Company  publishes this "new money" rate from
time to time  during a calendar  year and may change the "new money" rate at its
discretion throughout any calendar year.

For  purposes of crediting  interest,  Policy Value  deducted,  transferred,  or
withdrawn  from the Fixed Account,  is accounted for on a "first-in,  first-out"
basis.


                             CHARGES AND DEDUCTIONS

SALES CHARGES

The Company  deducts a sales charge from  certain  premium  payments.  In Policy
Years 1 through 10, the sales charge deducted is 4% of premium payments received
up to a Target Premium Payment for the initial  Specified Amount. In Policy Year
11 and each Policy Year  thereafter,  the sales charge deducted is 2% of premium
payments  received up to a Target  Premium  Payment  for the  initial  Specified
Amount.  Absent an increase in Specified  Amount, no sales charge is deducted in
any Policy Year from premium  payments in excess of a Target Premium Payment for
the initial Specified Amount.

                                     - 28 -
<PAGE>

If the Owner  increases  the  Specified  Amount,  a Target  Premium  Payment  is
established for the increase.  Therefore,  there is a Target Premium Payment for
each increment of Specified  Amount.  The Company  deducts the sales charge from
premium  payments  attributable  to the increase.  For purposes of computing and
deducting  sales  charges,  all  Premium  Payments  made  after an  increase  in
Specified  Amount are  apportioned to each increment of Specified  Amount on the
basis of the relative Guideline Annual Premium Payments for each such increment.
For the first ten 12-month  periods  following an increase in Specified  Amount,
the  charge  is 4% of  premium  payments  made  in  each  such  12-month  period
attributable  to the increase up to a Target  Premium  Payment for the increase.
For subsequent 12-month periods, the sales charge is 2% of premium payments made
during the 12-month period  attributable to the increase in Specified  Amount up
to a Target Premium Payment for the increase.

PREMIUM TAX CHARGE

A 2.25%  charge for state and local  premium  taxes is also  deducted  from each
premium payment.  The state and local premium tax charge  reimburses the Company
for premium taxes  associated  with the Policies.  The Company expects to pay an
average  state and local  premium  tax rate of  approximately  2.25% of  premium
payments for all states.

FEDERAL TAX CHARGE

The Company also deducts a charge for federal  taxes from each premium  payment.
This charge is 1.25% of all premium payments and compensates the Company for its
federal income tax liability  resulting from Section 848 of the Code. The amount
of this charge,  which may be increased or decreased,  is reasonable in relation
to the Company's  increased  federal tax burden under Section 848 resulting from
the receipt of premium payments under the Policies.

SURRENDER CHARGE

GENERAL. If the Owner surrenders the Policy,  makes a withdrawal,  decreases the
Specified  Amount or if the Policy  lapses,  the  Company may deduct a surrender
charge.  The surrender  charge consists of two parts, a sales  surrender  charge
(i.e.,  a contingent  deferred  sales  charge) and an  administration  surrender
charge. The total surrender charge declines over time as follows:

         100% of the total Surrender Charge in Policy Years 1 through 6 
            80% of the total Surrender Charge in Policy Year 7 
            70% of the total Surrender Charge in Policy Year 8 
            60% of the total Surrender Charge in Policy Year 9 
            50% of the total Surrender Charge in Policy Year 10 
            40% of the total Surrender Charge in Policy Year 11 
            30% of the total Surrender Charge in Policy Year 12 
            20% of the total Surrender Charge in Policy Year 13 
            10% of the total Surrender Charge in Policy Year 14 
            No Charge in Policy Years 15 and later

The purpose of the surrender  charge is to reimburse the Company for some of the
expenses  incurred in the  distribution of the Policies.  The surrender  charge,
together with the sales charge imposed on premium payments,  may be insufficient
to recover the expenses of selling the Policies.  Unrecovered expenses are borne
by the Company's  General  Account which may include  profits,  if any, from the
mortality  and expense  risk charge and  mortality  gains from cost of insurance
charges.  (See "Daily Mortality and Expense Risk Charge," and "Cost of Insurance
Charge.")

                                     - 29 -
<PAGE>

DEDUCTION OF THE SURRENDER CHARGE. If assessed upon the surrender of the Policy,
the surrender charge reduces the amount otherwise paid to the Owner. If assessed
upon Lapse of the  Policy,  the amount of the charge is not  restored  to Policy
Value in the event that the Policy is reinstated. If assessed upon a decrease in
Specified  Amount,  the charge is deducted from the  remaining  Policy Value and
reduces the amount of any remaining  applicable surrender charge. If assessed on
a withdrawal,  the surrender  charge is deducted from the remaining Policy Value
and reduces the amount of any  remaining  applicable  surrender  charge.  Unless
otherwise  indicated  in the request for a decrease or a  withdrawal,  surrender
charges deducted in connection with decreases in Specified Amount or withdrawals
are taken from Subaccount  Values and Fixed Policy Value based on the proportion
that each  Subaccount  Value and the Fixed Policy Value bear to the Policy Value
before the deduction.

If taken  upon a decrease  in  Specified  Amount,  the  surrender  charge is the
pro-rata  portion  of the total  surrender  charge  based on the ratio  that the
Specified  Amount  decrease  bears to the  total  Specified  Amount  before  the
decrease.  If assessed upon a withdrawal,  the surrender  charge is the pro-rata
portion of the total  surrender  charge  based on the ratio  that the  withdrawn
amount bears to the total Surrender Value before the withdrawal.

SALES SURRENDER CHARGE IN CONNECTION WITH THE INITIAL  SPECIFIED  AMOUNT. In the
first Policy Year,  the sales  surrender  charge in connection  with the initial
Specified  Amount is 34% of premium  payments  received  up to a Target  Premium
Payment for the initial Specified Amount, and, in each of Policy Years 2 through
6, the  charge is 33% of premium  payments  received  up to the  Target  Premium
Payment  for the  initial  Specified  Amount in each year until the total  sales
surrender  charge equals 100% of a single Target Premium Payment for the initial
Specified Amount.  Notwithstanding the foregoing,  the sales surrender charge in
connection with the initial  Specified  Amount during the first two Policy Years
is never more than the sum of:  (1) 26% of the first  Guideline  Annual  Premium
Payment for the initial Specified Amount,  (2) 6% of the second Guideline Annual
Premium Payment for the initial Specified  Amount,  and (3) 5% of all additional
Premium Payments attributable to the initial Specified Amount.

ADMINISTRATION  SURRENDER CHARGE. The  Administration  Surrender Charge is $2.00
per $1,000 of initial  Specified  Amount for Policies on Insureds age 25 or less
on the Policy  Effective Date, and $5.00 per $1,000 of initial  Specified Amount
for  Policies  on Insureds  age 35 or older on the Policy  Effective  Date.  For
Insureds of other ages, the Administration Surrender Charge is the following per
$1,000 of Specified Amount:  age 26 - $2.30, age 27 - $2.60, age 28 - $2.90, age
29 - $3.20,  age 30 - $3.50, age 31 - $3.80, age 32 - $4.10, age 33 - $4.40, age
34 $4.70.

SALES  SURRENDER  CHARGE IN CONNECTION WITH INCREASES IN SPECIFIED  AMOUNT.  The
surrender charge is computed and assessed  separately for the initial  Specified
Amount  and for  each  increase  in  Specified  Amount.  Only the  sales  charge
component  of the  surrender  charge,  however,  is assessed  for an increase in
Specified  Amount.  For purposes of computing and assessing the sales  surrender
charge  attributable to an increase in Specified  Amount,  all premium  payments
made after an increase in Specified  Amount are apportioned to each increment of
Specified Amount on the basis of the relative  Guideline Annual Premium Payments
for each such increment. Likewise, Policy Value is apportioned to each increment
of  Specified  Amount  on the basis of the  relative  Guideline  Annual  Premium
Payments for each such increment.  The sales surrender charge for an increase in
Specified  Amount is as follows:  In the first 12 months following the increase,
the sales surrender  charge is 34% of premium  payments  received up to a Target
Premium Payment for the increase in Specified  Amount,  and, in each of the five
subsequent 12-month periods following the increase, the charge is 33% of premium
payments  received up to a Target Premium  Payment for the increase in Specified

<PAGE>

Amount in each such 12-month period until the total sales  surrender  charge for
the increase  equals 100% of a single Target Premium Payment for the increase in
Specified  Amount.  Notwithstanding  the  foregoing,  during the first 24 months
following an increase in Specified  Amount,  the sales surrender  charge for the
increase  is never more than the sum of: (1) 26% of the first  Guideline  Annual
Premium  Payment for the  increase  in  Specified  Amount,  (2) 6% of the second
Guideline Annual Premium Payment for the increase in Specified  Amount,  and (3)
5% of all additional Premium Payments  attributable to the increase in Specified
Amount.  In addition,  the sales  surrender  charge for an increase in Specified

                                     - 30 -
<PAGE>
Amount  declines  over the 7th through the 15th  12-month  period  following the
increase  in the same  manner as the  surrender  charge in  connection  with the
initial Specified Amount.

OTHER TAXES

Currently a charge for federal  income taxes is not  deducted  from the Variable
Account of the Policy  Value.  The Company  reserves  the right in the future to
make a charge to the Variable Account or the Policy Value for any federal, state
or local income taxes that the Company  incurs that it determines to be properly
attributable to the Variable Account of the Policies.  The Company will notify
Owners promptly of any such charge.

MONTHLY DEDUCTION

The monthly deduction is a charge made by the Company as of the Policy Effective
Date and every Monthly  Anniversary Day thereafter by reducing Subaccount Values
(i.e.,  liquidating  Units) and Fixed Policy Value in the  proportion  that each
Subaccount  Value and Fixed  Policy  Value  bears to Policy  Value.  The monthly
deduction  consists of (1) the monthly cost of insurance charge, (2) the monthly
policy fee,  (3) the monthly  first-year  issue fee (when  applicable),  (4) the
monthly Specified Amount increase fee (when applicable), and (5) the cost of any
riders (when applicable).

MONTHLY  COST OF  INSURANCE  CHARGE.  The monthly  cost of  insurance  charge is
computed at the  beginning  of each  Policy  month by  subtracting  2 from 1 and
multiplying the result by 3, where:

         1.   is the Death Benefit on the first day of the Policy month divided
              by 1 plus the monthly equivalent of 4.0%;

         2.   is the Policy Value before deduction of the monthly policy fee, 
              the monthly first-year issue fee (when applicable), the monthly 
              Specified Amount increase fee (when applicable), and the cost of 
              any riders (when applicable); and

         3.   is the cost of insurance rate as described below.

The monthly  cost of  insurance  charge is computed  separately  for the initial
Specified  Amount and for each  increment of  Specified  Amount  resulting  from
increases in Specified  Amount.  For the purpose of computing  the Net Amount at
Risk (the result of subtracting 2 from 1 above),  Policy Value is apportioned to
each increment of Specified Amount on the basis of the relative Guideline Annual
Premium  Payments for each such increment.  Where the Death Benefit is a percent
of Policy Value the monthly cost of insurance charge is computed separately, and
Policy Value is apportioned to, an increment of Death Benefit  corresponding  to
each increment of Specified Amount.

The monthly  cost of insurance  rate for a Policy is based on the sex,  Attained
Age, Issue Age, risk class,  and number of years that the Policy or increment of
Specified Amount has been in force. The Issue Age of the Insured will usually be
different for each increase in Specified  Amount.  The Company  reviews  monthly
cost of insurance  rates on an ongoing basis (at least once every 5 years) based
on its  expectations as to future  mortality  experience,  investment  earnings,
persistency,  taxes and other  expenses.  Any changes in cost of insurance rates
are made on a uniform  basis for  Insureds  of the same class as defined by sex,
Attained Age, Issue Age, risk class, and Policy duration. The Company guarantees
that the cost of insurance rates used to calculate the monthly cost of insurance
charge  will not exceed the  maximum  cost of  insurance  rates set forth in the
Policies.

The  Company  places  each  Insured  in a risk  class  when a  Policy  is  first
underwritten.  This risk class applies to the initial Specified Amount.  When an
Owner requests an increase in Specified Amount, the Company conducts  additional

                                     - 31 -
<PAGE>
underwriting before approving the increase to determine whether a different risk
class should  apply to the  increase.  If the risk class for the increase  would
have a lower cost of  insurance  rate than the class for the  initial  Specified
Amount (or a previous  increase),  the risk class for the increase is applied to
the initial Specified Amount (or any previous increases in Specified Amount). If
the risk class for the increase  would have a higher cost of insurance rate than
the class for the initial  Specified Amount (or a previous  increase),  then the
risk class for the increase only applies to the increase in Specified Amount.

In connection  with the cost of insurance  rates  guaranteed in the Policy,  the
Company  places  Insureds  into  standard  smoker and  standard  nonsmoker  risk
classes.  The  guaranteed  rates  for  standard  classes  are  based on the 1980
Commissioners'  Standard Ordinary  Mortality Tables,  Male or Female,  Smoker or
Nonsmoker  Mortality  Rates  ("1980  CSO  Tables").  The  guaranteed  rates  for
substandard  classes  are based on  multiples  of or  additions  to the 1980 CSO
Tables.  In connection with current cost of insurance  rates, the Company places
Insureds into the following risk classes:  standard smoker,  standard nonsmoker,
preferred smoker, preferred nonsmoker and preferred plus nonsmoker.

Cost of  insurance  rates  (whether  guaranteed  or current) for an Insured in a
nonsmoker  class are less than or equal to rates for an  Insured of the same age
and sex in the same smoker class. Cost of insurance rates (whether guaranteed or
current) for an Insured in a nonsmoker or smoker  standard  class are  generally
lower than  guaranteed  rates for an Insured of the same age and sex and smoking
status in a substandard class.

[Legal  Considerations  Relating to Sex-Distinct  Premium Payments and Benefits.
Mortality  tables  for the  Policies  generally  distinguish  between  males and
females.  Thus,  Premium Payments and benefits under Policies covering males and
females of the same age will generally differ.

The Company does, however,  also offer Policies based on unisex mortality tables
if required  by state law.  Employers  and  employee  organizations  considering
purchase  of a Policy  should  consult  with their legal  advisors to  determine
whether  purchase  of  a  Policy  based  on  sex-distinct  actuarial  tables  is
consistent  with Title VII of the Civil  Rights Act of 1964 or other  applicable
law. Upon request,  the Company may offer Policies with unisex  mortality tables
to such prospective purchasers.]

MONTHLY POLICY FEE, MONTHLY  FIRST-YEAR ISSUE FEE, AND MONTHLY  SPECIFIED AMOUNT
INCREASE FEE. These charges compensate the Company for  administration  expenses
associated with the Policies and the Variable Account.  These expenses relate to
premium payment billing and collection, recordkeeping,  processing death benefit
claims, Policy loans, Policy changes,  reporting and overhead costs,  processing
applications  and establishing  Policy records.  The monthly policy fee is $6.00
per month. The monthly first-year issue fee is $20.00 per month during the first
Policy Year, and the monthly  Specified  Amount increase fee is $10.00 per month
for the first 12 months after an increase in Specified Amount.  The Company does
not anticipate making any profit on these charges.

SUPPLEMENTAL BENEFIT AND/OR RIDER CHARGES. See "Supplemental Benefits and/or 
Riders."
<PAGE>

DAILY MORTALITY AND EXPENSE RISK CHARGE

The Company  deducts a daily charge from the assets of the  Variable  Account to
compensate  it for mortality and expense risks that it assumes under the Policy.
The daily charge is at the rate of  0.002477%  (approximately  equivalent  to an
effective annual rate of 0.90%) of the net assets of the Variable Account during
the first 10 Policy Years and .001236% (approximately equivalent to an effective
annual rate of 0.45%) of the net assets of the Variable  Account  during  Policy
Years 11 and thereafter. During the first 10 Policy Years, approximately .__% of
this annual charge is for the  assumption of mortality  risk and .__% is for the
assumption of expense risk. During Policy Years 11 and thereafter, approximately
 .__% of this annual charge is for the  assumption of mortality  risk and .__% is
for the  assumption of expense risk. If the mortality and expense risk charge is
insufficient  to cover  the  actual  cost of the  mortality  and  expense  risks
                                   
                                     - 32 -
<PAGE>
undertaken by the Company, the Company will bear the shortfall.  Conversely,  if
the charge proves more than sufficient, the excess will be profit to the Company
and will be available  for any proper  purpose  including,  among other  things,
payment of expenses incurred in selling the Policies.

The  mortality  risk that the Company  assumes is the risk that  Insureds,  as a
group, will live for a shorter period of time than the Company estimated when it
established the guaranteed  costs of insurance  rates in the Policy.  Because of
these  guarantees,  each Owner is assured  that the  morbidity  of a  particular
Insured will not have an adverse  effect on the Death  Benefit  Proceeds  that a
Beneficiary would receive. The expense risk that the Company assumes is the risk
that the monthly Policy fee, monthly first-year issue fee, and monthly Specified
Amount  increase  fee  (and  the  transfer   processing  fee,  imposed)  may  be
insufficient to cover the actual expenses of administering the Policies.

TRANSFER PROCESSING FEE

The first 12 transfers  during each Policy Year are free. The Company assesses a
Transfer  Processing  Fee of $25 for each  transfer  in excess of 12 during a
Policy Year.  For the purposes of assessing  the Transfer  Processing  Fee, each
Written  Notice of transfer is considered to be one transfer,  regardless of the
number of Subaccounts  affected by the transfer.  The Transfer Processing Fee is
deducted from the amount being transferred.

FUND EXPENSES

The value of the net assets of each Subaccount  reflects the investment advisory
fees  and  other  expenses  incurred  by the  corresponding  Fund in  which  the
Subaccount invests. See the prospectus for the Funds.


                      OTHER POLICY BENEFITS AND PROVISIONS

OWNERSHIP

GENERAL.  The  Policy  belongs to the Owner.  An Owner may  exercise  all of the
rights and options described in the Policy.  The Insured is the Owner unless the
application specifies a different person as Owner.

CHANGING THE OWNER. The Owner may change the Owner by Written Notice at any time
while the  Insured  is alive and the  Policy is in force  prior to the  Maturity
Date. A change of Ownership is effective as of the date that the Written  Notice
is signed;  however,  the Company is not liable for  payments it makes before it
receives a Written  Notice of a change in Ownership.  A change in Owner may have
significant tax consequences. (See "Tax Considerations.")

CONTINGENT  OWNER.  If the  Owner  is not  the  Insured,  he or she  may  name a
Contingent  Owner  in the  application  or by  subsequent  Written  Notice.  The
Contingent  Owner  becomes the Owner in the event that the Owner dies before the
Insured.  If no Contingent Owner survives the Owner,  then upon the death of the
last surviving Owner, that Owner's estate becomes the Owner.

ASSIGNMENT.  By Written Notice the Owner may assign his or her rights under this
Policy.  The  Company  is not  bound by the  assignment  unless  it  receives  a
duplicate of the original  assignment at the Service Center.  The Company is not
responsible  for the validity or sufficiency of any assignment and is not liable
for any payment it makes before receipt of the duplicate original assignment. An
assignment  does not change or revoke the  Beneficiary  designation in effect at
the time that the assignment is made. If an assignment is absolute,  the Owner's
rights  and  privileges  under the  Policy,  including  any right to change  the
Beneficiary,  pass  to  the  assignee.  If  an  assignment  is  collateral,  the
collateral assignee has priority over the interest of any revocable  Beneficiary

                                     - 33 -
<PAGE>
or  revocable  payee under any  optional  method of  settlement  selected by the
Owner.  Any claim under any  assignment  is subject to proof of interest and the
extent of the assignment. An assignment is subject to any Loan Amount.

SELECTING  THE  BENEFICIARY.   The  Owner  designates  the  Beneficiary  in  the
application. Any Beneficiary designation is revocable unless otherwise stated in
the designation. Owners may designate Contingent Beneficiaries.  Where more than
one  Beneficiary  or more than one Contingent  Beneficiary  is designated,  each
Beneficiary  or  Contingent  Beneficiary,  as  appropriate,  shares in any Death
Benefit Proceeds equally unless the Beneficiary designation states otherwise.

CHANGING THE BENEFICIARY. The Owner may change the Beneficiary by Written Notice
at any time while the  Insured  is alive and the  Policy is in force  before the
Maturity  Date.  If,  however,   the  Owner  previously   irrevocably   named  a
Beneficiary,  that Beneficiary's written consent must be provided to the Company
before a new  Beneficiary is designated.  Any change of Beneficiary is effective
as of the date  Written  Notice is signed  by the Owner but the  Company  is not
liable for any  payments it makes under the Policy prior to the time it receives
Written Notice of any Beneficiary change.

THE COMPANY'S RIGHT TO CONTEST THE POLICY

The Company  has the right to contest the  validity of the Policy or to resist a
claim under it on the basis of any material  misrepresentation  of a fact stated
in the  application or any  supplemental  application.  The Company also has the
right to contest the  validity  of any  increase  of  Specified  Amount or other
change to the Policy on the basis of any  material  misrepresentation  of a fact
stated in the application  (or  supplemental  application)  for such increase in
coverage or change. In issuing this Policy, the Company relies on all statements
made by or for the Insured in the application or in a supplemental  application.
In  the  absence  of  fraud,  the  Company  considers  statements  made  in  the
application(s) to be representations and not warranties.

In the absence of fraud,  the Company  cannot  bring any legal action to contest
the validity of the Policy after it has been in force during the lifetime of the
Insured for two years from the Policy Effective Date, or if reinstated,  for two
years from the date of reinstatement.  Likewise,  the Company cannot contest any
increase  in  coverage  effective  after  the  Policy  Effective  Date,  or  any
reinstatement  thereof,  after such increase or reinstatement  has been in force
during the lifetime of the Insured for two years from its effective date.

SUICIDE EXCLUSION

If the Insured commits  suicide,  while sane or insane,  within two years of the
Policy Effective Date, the Company's  liability is limited to an amount equal to
the Policy Value less any Loan  Amount.  The Company will pay this amount to the
Beneficiary in one sum.

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 that  increase is limited to an amount equal to the cost of insurance
attributable to the increase from the effective date of the increase to the date
of death.

MISSTATEMENT OF AGE OR SEX

If the Age or sex of the Insured has been stated  incorrectly in the application
or any supplemental  application,  the Company will adjust the Death Benefit and
any benefits  provided by rider or  endorsement it pays under this Policy to the
amount that would have been payable at the correct age and sex based on the most
recent deduction for cost of insurance and the cost of any benefits  provided by
rider  or  endorsement.  If the  age of  the  Insured  has  been  overstated  or
understated,  the Company  will  recalculate  the Policy Value using the cost of
insurance (and the cost of benefits  provided by rider or endorsement)  based on
the Insured's correct age and sex.
                                     - 34 -
<PAGE>

MODIFICATION OF THE POLICY

Only an  officer  of the  Company  may  modify  this  Policy or waive any of the
Company's rights or requirements  under this Policy.  Any modification or waiver
must be in  writing.  No agent may bind the  Company by making any  promise  not
contained in this Policy.

Upon notice to the Owner, the Company may modify the Policy to:

1.  conform  the Policy or the  operations  of the  Company  or of the  Variable
    Account to the  requirements  of any law (or  regulation  issued by a 
    government agent) to which the Policy, the Company or the Variable Account 
    is subject);

2.  assure  continued  qualification of the Policy as a life insurance  contract
    under the Code; or

3.  reflect a change (permitted by the Policy) in the operation of the Variable 
    Account.

In the  event  of any such  modification,  the  Company  will  make  appropriate
endorsements  to the Policy.  If any provision of the Policy  conflicts with the
laws of a  jurisdiction  that govern the Policy,  the Policy  provides that such
provision be deemed to be amended to conform with such laws.

SUSPENSION OR DELAY IN PAYMENTS

The  Company  usually  pays the  amounts of any  surrender,  withdrawals,  Death
Benefit Proceeds, or settlement options within seven business days after receipt
of all  applicable  Written  Notices  and/or Due Proofs of Death.  However,  the
Company can postpone such payments if:

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

         2.   the SEC permits, by an order, the postponement for the protection
              of Owners; or

         3.   the SEC determines that an emergency exists that would make the 
              disposal of securities held in the Variable Account or the 
              determination of their value not reasonably practicable.

If a recent  check or draft has been  submitted,  the  Company  has the right to
defer payment of surrenders,  withdrawals,  Death Benefit Proceeds,  or payments
under a settlement option until such check or draft has been honored.

The  Company has the right to defer  payment of any  surrender,  withdrawal,  or
transfer of Fixed  Policy Value for up to six months from the date of receipt of
Your Written Notice.

REPORTS TO OWNERS

At least  annually,  or more often as required by law,  the Company will mail to
Owners at their last known address a report  showing the  following  items as of
the end of the report period:

         1.   the period covered by the report;

         2.   the current Policy Value, Cash Value and Surrender Value;

                                     - 35 -
<PAGE>

         3.   the current Variable Policy Value (including each Subaccount
              Value), Fixed Policy Value and Loan Account Value;

         4.   the current Loan Amount;

         5.   any premium payments, withdrawals, or surrenders made, Death 
              Benefit Proceeds paid and charges deducted since the last report;

         6.   current Net Premium Payment allocations; and

         7.   any other information required by law.

Owners may  request  additional  copies of  reports  from the  Company,  but the
Company  reserves  the  right to  charge a fee for such  additional  copies.  In
addition,  the Company will send written  confirmations  of premium payments and
other  financial  transactions  requested  by Owners.  Owners  will also be sent
copies of the annual and  semi-annual  report to  shareholders  for each Fund in
which they are indirectly invested.

SUPPLEMENTAL BENEFITS AND/OR RIDERS

The following supplemental benefits and/or riders are available and may be added
to a Policy.  Monthly charges for these benefits and/or riders are deducted from
Policy Value as part of the monthly deduction.  The supplemental benefits and/or
riders  available with the Policies provide fixed benefits that do not vary with
the investment experience of the Variable Account.

CHILDREN'S  TERM LIFE  INSURANCE  RIDER.  This rider  provides  a death  benefit
payable upon the death of a covered child. This rider has no cash value.

SPOUSE'S TERM LIFE INSURANCE RIDER.  This rider provides a death benefit payable
upon the death of an Owner's spouse. This rider has no cash value.

DISABILITY  BENEFIT  RIDER.  This rider  provides  for the waiver of the monthly
deduction under the Policy during the total disability of the Owner.

Additional rules and limits apply to these supplemental benefits and/or riders.


                               TAX CONSIDERATIONS

The following  summary provides a general  description of the federal income tax
considerations  associated  with a Policy and does not purport to be complete or
to cover all situations.  This discussion is not intended as tax advice. Counsel
or  other   competent  tax  advisers  should  be  consulted  for  more  complete
information.  This discussion is based upon the Company's  understanding  of the
present  federal  income  tax  laws as they  are  currently  interpreted  by the
Internal Revenue Service (the "Service").  No  representation  is made as to the
likelihood  of  continuation  of the present  federal  income tax laws or of the
current interpretations by the Service.

TAX STATUS OF THE POLICIES

Section 7702 of the Code sets forth a definition  of a life  insurance  contract
for federal  income tax  purposes.  Although the  Secretary of the Treasury (the
"Treasury") is authorized to prescribe  regulations  implementing  Section 7702,
while proposed  regulations  and other interim  guidance has been issued,  final
regulations have not been adopted. In short,  guidance as to how Section 7702 is
to be applied is limited. If a Policy were determined not to be a life insurance

                                     - 36 -

<PAGE>
contract  for  purposes of Section  7702,  the Policy  would not provide the tax
advantages normally provided by a life insurance contract.

With respect to a Policy issued on a standard basis,  the Company  believes that
such a Policy  should  meet the  Section  7702  definition  of a life  insurance
contract.  With respect to a Policy that is issued on a substandard basis (i.e.,
a premium  class with extra  rating  involving  higher than  standard  mortality
risk),  there is less guidance,  in particular as to how the mortality and other
expense  requirements  of Section 7702 are to be applied in determining  whether
such a Policy meets the section 7702  definition of a life  insurance  contract.
Thus,  it is not clear  whether or not a Policy  issued on a  substandard  basis
would satisfy  section 7702,  particularly  if the Owner pays the full amount of
premium payments permitted under the Policy.

If it is  subsequently  determined  that a Policy does not satisfy Section 7702,
the Company may take whatever steps are appropriate and reasonable to attempt to
cause such a Policy to comply with Section 7702. For these reasons,  the Company
reserves the right to restrict  Policy  transactions  as necessary to attempt to
qualify it as a life insurance contract under Section 7702.

Section  817(h)  of the  Code  requires  that  the  investments  of  each of the
Subaccounts  must  be  "adequately  diversified"  in  accordance  with  Treasury
regulations  in order for the  Policy to qualify  as a life  insurance  contract
under Section 7702 of the Code (discussed above).  The Subaccounts,  through the
Funds,  intend to comply with the  diversification  requirements  prescribed  in
Treas. Reg. ss. 1.817-5, which affect how each Fund's assets are to be invested.
The Company believes that the Subaccounts  will, thus, meet the  diversification
requirements,  and the  Company  will  monitor  continued  compliance  with this
requirement.

In certain  circumstances,  owners of variable  life  insurance  policies may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
subaccounts used to support their policies.  In those circumstances,  income and
gains from the  subaccount  assets would be  includible  in the variable  policy
owner's  gross income.  The IRS has stated in published  rulings that a variable
policy owner will be  considered  the owner of  subaccount  assets if the policy
owner possesses  incidents of ownership in those assets,  such as the ability to
exercise investment control over the assets. The Treasury has also announced, in
connection  with the issuance of regulations  concerning  diversification,  that
those regulations "do not provide guidance concerning the circumstances in which
investor  control of the investments of a segregated asset account may cause the
investor  (i.e.,  the Policy Owner),  rather than the insurance  company,  to be
treated  as the owner of the  assets in the  account."  This  announcement  also
stated that  guidance  would be issued by way of  regulations  or rulings on the
"extent  to which  Policyholders  may direct  their  investments  to  particular
subaccounts without being treated as owners of the underlying assets."

The  ownership  rights under the Policy are similar to, but different in certain
respects from,  those described by the IRS in rulings in which it was determined
that policy owners were not owners of subaccount assets.  For example,  an Owner
has additional  flexibility in allocating Net Premium  payments and transferring
Policy Value.  These  differences  could result in an Owner being treated as the
owner of a pro-rata portion of the assets of the Subaccounts.  In addition,  the
Company  does  not  know  what  standards  will be set  forth,  if  any,  in the
regulations  or rulings  which the Treasury has stated it expects to issue.  The
Company  therefore  reserves  the right to modify  the  Policy as  necessary  to
attempt to prevent an Owner from being  considered the Owner of a pro-rata share
of the assets of the Subaccounts.

The  following  discussion  assumes  that  the  Policy  will  qualify  as a life
insurance contract for federal income tax purposes.

                                     - 37 -
<PAGE>

TAX TREATMENT OF POLICY BENEFITS

IN GENERAL.  The Company  believes  that the Death  Benefit  Proceeds and Policy
Value  increases  of a Policy  should be treated in a manner  consistent  with a
fixed-benefit  life insurance policy for federal income tax purposes.  Thus, the
Death Benefit  Proceeds  under the Policy  should be  excludible  from the gross
income of the Beneficiary under Section 101(a)(1) of the Code.

Depending  on the  circumstances,  the  exchange  of a  Policy,  a change in the
Policy's  Death  Benefit  Option,  a Policy loan, a withdrawal,  a surrender,  a
change in Ownership,  or an assignment of the Policy may have federal income tax
consequences.  In addition,  federal,  state and local  transfer,  and other tax
consequences of Ownership or receipt of  distributions  from a Policy depends on
the circumstances of each Owner or Beneficiary.

Generally,  the Owner  will not be deemed to be in  constructive  receipt of the
Policy Value, including increments thereof,  until there is a distribution.  The
tax  consequences of  distributions  from, and loans taken from or secured by, a
Policy  depend on whether  the Policy is  classified  as a  "Modified  Endowment
Contract" (discussed below).  Whether a Policy is or is not a Modified Endowment
Contract,  upon a surrender or Lapse of a Policy or when  benefits are paid at a
Policy's  Maturity Date, if the amount received plus the Loan Amount exceeds the
total investment in the Policy, the excess will generally be treated as ordinary
income subject to tax.

The  Policy  may also be used in various  arrangements,  including  nonqualified
deferred compensation or salary continuance plans, split dollar insurance plans,
executive  bonus  plans,  retiree  medical  benefit  plans and  others.  The tax
consequences  of such  plans  may vary  depending  on the  particular  facts and
circumstances of each individual  arrangement.  Therefore,  Owners contemplating
the use of a Policy in any arrangement the value of which depends in part on its
tax  consequences,  should be sure to consult a qualified tax adviser  regarding
the tax attributes of the particular arrangement.

MODIFIED  ENDOWMENT  CONTRACTS.  Section  7702A  establishes  a  class  of  life
insurance  contracts  designated as "Modified  Endowment  Contracts."  The rules
relating  to whether a Policy will be treated as a Modified  Endowment  Contract
are  extremely  complex and cannot be completely  described in this summary.  In
general,  a Policy  will be a Modified  Endowment  Contract  if the  accumulated
premium payments made at any time during the first seven Policy Years exceed the
sum of the net level  premium  payments  which would have been paid on or before
such time if the Contract provided for paid-up future benefits after the payment
of seven level annual  premiums.  A Policy may also become a Modified  Endowment
Contract after a material change.  The determination of whether a Policy will be
a Modified Endowment Contract after a material change generally depends upon the
relationship  of the Death  Benefit and Policy  Value at the time of such change
and the  additional  premium  payments  made in the seven  years  following  the
material change.

Due to the Policy's flexibility, classification as a Modified Endowment Contract
will  depend on the  individual  circumstances  of each  Policy.  In view of the
foregoing,  a current or prospective  Owner should consult with a tax adviser to
determine whether a Policy  transaction will cause the Policy to be treated as a
Modified  Endowment  Contract.  However,  at the time that a premium  payment is
credited  which,  in the  Company's  view,  would  cause the  Policy to become a
Modified  Endowment  Contract,  the Company  will notify the Owner that unless a
refund of the excess premium (with any appropriate interest) is requested by the
Owner, the Policy will become a Modified Endowment Contract. The Owner will have
30 days after receiving such notification to request the refund.
<PAGE>

DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS. Policies
classified as Modified Endowment  Contracts will be subject to the following tax
rules:  First, all  distributions,  including  distributions  upon surrender and
partial  surrender from such a Policy are treated as ordinary  income subject to
tax up to  the  amount  equal  to the  excess  (if  any)  of  the  Policy  Value
immediately before the distribution over the investment in the Policy (described
below) at such time.  Second,  loans taken from or secured by such a Policy, are

                                     - 38 -
<PAGE>

treated as distributions  from the Policy and taxed  accordingly.  Past due loan
interest that is added to the loan amount will be treated as a loan. Third, a 10
% additional  income tax is imposed on the portion of any distribution  from, or
loan taken from or secured by,  such a Policy that is included in income  except
where the distribution or loan is made on or after the Owner attains age 59 1/2,
is  attributable  to the Owner's  becoming  disabled,  or is part of a series of
substantially  equal periodic  payments for the life (or life expectancy) of the
Owner or the  joint  lives  (or joint  life  expectancies)  of the Owner and the
Owner's beneficiary.

DISTRIBUTIONS  FROM  POLICIES NOT  CLASSIFIED AS MODIFIED  ENDOWMENT  CONTRACTS.
Distributions  from a  Policy  that is not a  Modified  Endowment  Contract  are
generally  treated as first,  recovering the investment in the Policy (described
below) and then, only after the return of all such investment in the Policy,  as
distributing  taxable  income.  An  exception to this general rule occurs in the
case of a  decrease  in the  Policy's  Death  Benefit or any other  change  that
reduces  benefits  under the  Policy in the first 15 years  after the  Policy is
issued  and that  results in a cash  distribution  to the Owner in order for the
Policy to continue complying with the Section 7702 definitional  limits.  Such a
cash  distribution  will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in Section 7702.

Loans from,  or secured by, a Policy that is not a Modified  Endowment  Contract
are not  treated  as  distributions.  Instead,  such  loans are  treated as Loan
Amounts. It is, however, possible that loans in effect after the eleventh Policy
Year could be treated as distributions rather than loans.

Finally,  neither  distributions  (including  distributions  upon surrender) nor
loans from,  or secured by, a Policy that is not a Modified  Endowment  Contract
are subject to the 10 percent  additional  income tax rule. If a Policy which is
not a Modified Endowment Contract becomes a Modified  Endowment  Contract,  then
any  distributions  made from the Policy within two years prior to the change in
such  status will  become  taxable in  accordance  with the  Modified  Endowment
Contract rules discussed above.

POLICY LOAN  INTEREST.  Generally,  consumer  interest  paid on any loan under a
Policy  which is owned by an  individual  is not  deductible.  The  deduction of
interest  on  other  types  of  Policy  loans  may  also  be  subject  to  other
restrictions  under the Code. A qualified tax adviser should be consulted before
deducting any Policy loan interest.

INVESTMENT  IN THE POLICY.  Investment  in the Policy  means:  (i) the aggregate
amount of any premium payments or other  consideration paid for a Policy,  minus
(ii) the aggregate amount received under the Policy which is excluded from gross
income of the Owner  (except that the amount of any loan from,  or secured by, a
Policy  that is a Modified  Endowment  Contract,  to the extent  such  amount is
excluded from gross income,  will be disregarded),  plus (iii) the amount of any
loan from, or secured by, a Policy that is a Modified  Endowment Contract to the
extent that such amount is included in the gross income of the Owner.

MULTIPLE  POLICIES.  All  Modified  Endowment  Contracts  that are issued by the
Company  (or its  affiliates)  to the same Owner  during any  calendar  year are
treated as one  Modified  Endowment  Contract for  purposes of  determining  the
amount includible in an Owner's gross income under Section 72(e) of the Code.


                                     - 39 -

<PAGE>
              OTHER INFORMATION ABOUT THE POLICIES AND THE COMPANY

SALE OF THE POLICIES

CNA/ISI,  which is located at CNA Plaza,  Chicago,  Illinois 60685, is principal
underwriter  and distributor of the Policies as well as of other policies issued
through  other  separate  accounts of the Company or  affiliates of the Company.
CNA/ISI  is an  affiliate  of the  Company,  is  registered  with  the  SEC as a
broker-dealer,  and  is a  member  of the  National  Association  of  Securities
Dealers,  Inc.  ("NASD").  The  Company  pays  CNA/ISI  for acting as  principal
underwriter  under a  distribution  agreement.  The  Policies  are  offered on a
continuous basis and the Company does not anticipate discontinuing the offer.

Applications for Policies are solicited by agents who are licensed by applicable
state insurance  authorities to sell the Company's  insurance  contracts and who
are registered  representatives  of a broker-dealer  having a selling  agreement
with CNA/ISI.  Such  broker-dealers  generally  receive  commissions  based on a
percent of premium payments made (up to a maximum of %__), a percent of Policy
Value (up to a maximum  of 0.__%), or a  combination of these two.  The writing
agent   receives  a  percentage  of  these   commissions   from  the  respective
broker-dealer,  depending on the practice of that  broker-dealer.  Owners do not
pay these commissions.

VOTING PRIVILEGES

In accordance with current  interpretations of applicable law, the Company votes
Fund shares  held in the  Variable  Account at regular  and special  shareholder
meetings of the Funds in  accordance  with  instructions  received  from persons
having voting interests in the corresponding Subaccounts.  If, however, the 1940
Act  or  any  regulation  thereunder  should  be  amended,  or  if  the  present
interpretation  thereof should change, or the Company otherwise  determines that
it is allowed to vote the shares in its own right, it may elect to do so.

The  number  of votes  that an Owner  has the right to  instruct  is  calculated
separately for each  Subaccount,  and may include  fractional  votes.  While the
Insured is still living and the Policy is in force prior to the  Maturity  Date,
an Owner holds a voting  interest in each  Subaccount to which  Variable  Policy
Value is  allocated.  For each  Owner,  the  number of votes  attributable  to a
Subaccount  is determined  by dividing the Owner's  Subaccount  Value by the Net
Asset Value Per Share of the Fund in which that Subaccount invests.

After the  Maturity  Date,  the Payee  under a  Settlement  Option  has a voting
interest in each  Subaccount from which variable  Settlement  Payments are made.
For each  such  Payee,  the  number of votes  attributable  to a  Subaccount  is
determined by dividing the liability for future variable  Settlement Payments to
be paid from  that  Subaccount  by the Net Asset  Value Per Share of the Fund in
which that Subaccount invests.  This liability for future payments is calculated
on the basis of the mortality assumptions, the selected Benchmark Rate of Return
and the Settlement  Unit value of that Subaccount on the date that the number of
votes is determined.  As Variable Settlement Payments are made to the Payee, the
liability for future payments decreases as does the number of votes.

The number of votes  available to an Owner or Payee is determined as of the date
coinciding with the date  established by the Fund for  determining  shareholders
eligible  to vote at the  relevant  meeting of the Fund's  shareholders.  Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures  established for the Fund. Each Owner or Payee having
a voting  interest in a Subaccount  will  receive  proxy  materials  and reports
relating to any  meeting of  shareholders  of the Fund in which that  Subaccount
invests.

Fund shares as to which no timely  instructions  are received and shares held by
the  Company  in a  Subaccount  as to which no Owner or Payee  has a  beneficial
interest are voted in  proportion to the voting  instructions  that are received
with  respect  to  all  Policies   participating  in  that  Subaccount.   Voting
                                     - 40 -
<PAGE>

instructions  to  abstain on any item to be voted upon will be applied to reduce
the total number of votes  eligible to be cast on a matter.  Under the 1940 Act,
certain actions  affecting the Variable  Account may require Owner approval.  In
that  case,  an  Owner  will be  entitled  to vote in  proportion  to his or her
Variable Policy Value.

The Company may, if required by state insurance regulators,  disregard Owner and
Payee voting  instructions if such instructions  would require Fund shares to be
voted so as to cause a change in  sub-classification or investment objectives of
a Fund, or to approve or disapprove  an  investment  management  agreement or an
investment  advisory  agreement.  In  addition,  the Company  may under  certain
circumstances  disregard  voting  instructions  that would require changes in an
investment  management  agreement,  investment  manager,  an investment advisory
agreement  or an  investment  adviser  of a  Fund,  provided  that  the  Company
reasonably disapproves of such changes in accordance with applicable regulations
under the 1940 Act. If the Company ever disregards voting  instructions,  Owners
and Payees  will be advised of that action and of the reasons for such action in
the next semiannual report for the appropriate Fund.

THE COMPANY DIRECTORS AND EXECUTIVE OFFICERS

The  following  tables  sets  forth  the name,  position  with the  Company  and
principal  occupations  during  the past  five  years  of each of the  Company's
directors  and  executive   officers.   All  such  individuals  are  located  at
Continental Assurance Company, CNA Plaza, Chicago, Illinois 60685.

Name (Age)                  Position(s) with the Company and Business Experience
- ----------                  ----------------------------------------------------
Dennis H. Chookaszian (  )                   Director, Chairman of the Board
                       --

Philip L. Engel (  )                         Director, President
                 --

Peter E. Jokiel (  )                         Director, Senior Vice President, 
                  --                         Chief Financial Officer
                
Donald M. Lowry (  )                         Director, Senior Vice President, 
                 --                          General Counsel and Secretary

Donald C. Rycroft (  )                       Director, Group Vice President, 
                   --                        Treasurer

William H. Sharkey, Jr. (  )                 Director, Senior Vice President
                         --

William J. Adamson, Jr.  (  )                Senior Vice President
                          --

Bruce B. Brodie (  )                         Senior Vice President
                 --

James P. Flood (  )                          Senior Vice President
                --

Michael C. Garner (  )                       Senior Vice President
                   --

Bernard L. Hengesbaugh (  )                  Senior Vice President
                        --
<PAGE>

Jack Kettler (  )                            Senior Vice President
              --

Carolyn L. Murphy (  )                       Senior Vice President
                   --

                                     - 41 -
<PAGE>

Wayne R. Smith, III (  )                     Senior Vice President
                     --

Adrian M. Tocklin (  )                       Senior Vice President
                   --

Jae L. Wittlich (  )                         Senior Vice President
                 --



COMPANY HOLIDAYS

The Company is closed on the following  days in 1996:  New Year's Day,  Memorial
Day,  Independence Day, Labor Day,  Thanksgiving Day, the day after Thanksgiving
Day, and Christmas Day.

                                     - 42 -
<PAGE>

STATE REGULATION

The Company is subject to regulation by the Department of Insurance of the State
of  Pennsylvania,  which  periodically  examines  the  financial  condition  and
operations of the Company. The Company is also subject to the insurance laws and
regulations of all jurisdictions where it does business. The Policy described in
this prospectus has been filed with and, where required,  approved by, insurance
officials in those jurisdictions where it is sold.

The Company is required to submit  annual  statements of  operations,  including
financial statements,  to the insurance departments of the various jurisdictions
where it does  business to determine  solvency and  compliance  with  applicable
insurance laws and regulations.

ADDITIONAL INFORMATION

A  registration  statement  under the Securities Act of 1933 has been filed with
the SEC relating to the offering  described in this prospectus.  This prospectus
does not include all the  information set forth in the  registration  statement.
The  omitted  information  may be  obtained  at the  SEC's  principal  office in
Washington, D.C. by paying the SEC's prescribed fees.

EXPERTS

The financial  statements of the Company  included in this  prospectus have been
audited by [name accountants],  independent accountants, whose report thereon is
set forth elsewhere  herein.  Actuarial matters included in this prospectus have
been examined by Deloitte & Touche,  L.L.P. whose opinion is filed as an exhibit
to the registration statement.

LEGAL MATTERS

Sutherland, Asbill & Brennan of Washington, D.C. has provided advice on certain
matters relating to the federal securities laws.

FINANCIAL STATEMENTS

No financial  statements of the Variable Account are included herein because, as
of the date of this  Prospectus,  the  Variable  Account  had not yet  commenced
operations,  had no assets,  and had  incurred  no  liabilities.  The  financial
statements  of  the  Company  appear  on  the  following  pages.  The  financial
statements of the Company should be distinguished  from financial  statements of
the Variable Account and should be considered only as bearing upon the Company's
ability to meet its obligations under the Policies.

                 [FINANCIAL STATEMENTS TO BE FILED BY AMENDMENT]

                                     - 43 -
<PAGE>


      ILLUSTRATIONS OF POLICY VALUES, SURRENDER VALUES, DEATH BENEFITS AND
                          ACCUMULATED PREMIUM PAYMENTS

The following tables have been prepared to illustrate hypothetically how certain
values under a Policy change with investment performance over an extended period
of time. The tables  illustrate how Policy  Values,  Surrender  Values and Death
Benefits  under a  Policy  covering  an  Insured  of a given  age on the  Policy
Effective Date,  would vary over time if Planned  Periodic Premium Payments were
paid  annually and the return on the assets in each of the Funds were an assumed
uniform gross annual rate of 0%, 6% and 12%. The values would be different  from
those shown if the returns  averaged 0%, 6% or 12% but fluctuated over and under
those averages throughout the years shown. The tables also show Planned Periodic
Premium  Payments   accumulated  at  5%  interest   compounded   annually.   THE
HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. Actual
rates  of  return  for a  particular  Policy  may  be  more  or  less  than  the
hypothetical  investment  rates of return and will depend on a number of factors
including the  investment  allocations  made by an Owner and  prevailing  rates.
These illustrations  assume that Net Premiums are allocated equally among the 18
Subaccounts available under the Policy, and that no amounts are allocated to the
Fixed Account.

The illustrations  reflect the fact that the net investment return on the assets
held in the Subaccounts is lower than the gross after tax return of the selected
Funds.  The  tables  assume an  average  annual  expense  ratio of 0.___% of the
average daily net assets of the Funds available under the Policies. This average
annual expense ratio is based on the expense ratios of each of the Funds for the
last fiscal year, adjusted, as appropriate, for any material changes in expenses
effective  for  the  current  fiscal  year of a Fund.  For  information  on Fund
expenses, see the prospectus for the Funds accompanying this prospectus.

In addition,  the illustrations reflect the daily charge to the Variable Account
for assuming  mortality and expense  risks,  which is equivalent to an effective
annual charge of 0.90% during Policy Years 1-10 and 0.45% during Policy Years 11
and later.  After  deduction of Fund expenses and the mortality and expense risk
charge,  the illustrated  gross annual  investment rates of return of 0%, 6% and
12% would correspond to approximate net annual rates of ____%,  ____% and ____%,
respectively  during  Policy  Years 1-10 and ___%,  ___% and ___%,  respectively
during Policy Years 11 and later.

The illustrations  also reflect the deduction of the Sales Charges,  Premium Tax
Charge,  Federal  Tax  Charge and the  Monthly  Deduction  for the  hypothetical
Insured.  The Surrender Charge is reflected in the column "Surrender Value." The
Company's current cost of insurance charges,  and the guaranteed maximum cost of
insurance  charges  that the Company has the  contractual  right to charge,  are
reflected in separate  illustrations  on each of the  following  pages.  All the
illustrations reflect the fact that no charges for federal or state income taxes
are  currently  made against the  Variable  Account and assume no Loan Amount or
charges for supplemental and/or rider benefits.

The  illustrations  are based on the  Company's  [indicate  risk  class  used in
illustration].  Upon  request,  Owner(s)  will be  furnished  with a  comparable
illustration based upon the proposed Insured's  individual  circumstances.  Such
illustrations may assume different  hypothetical  rates of return in addition to
those illustrated in the following tables.

                                     - 44 -
<PAGE>


[Insert Illustrations Based on Current and Guaranteed COI Rates - Need Assumed
Insureds' Profiles from the Company]

                                     - 45 -
<PAGE>
                                    APPENDIX

          EXAMPLES OF DEATH BENEFIT COMPUTATIONS UNDER OPTIONS 1 AND 2

EXAMPLES OF OPTION 1. For purposes of this  example,  assume that the  Insured's
Attained Age is between 0 and 40 and that there is no  outstanding  Loan Amount.
Under Option 1, a Policy with a $100,000  Specified  Amount will  generally  pay
$100,000 in Death Benefits.  However, because the Death Benefit must be equal to
or be greater  than 250% of the  Policy  Value,  any time that the Policy  Value
exceeds $40,000,  the Death Benefit will exceed the $100,000  Specified  Amount.
Each  additional  dollar of Policy Value above  $40,000 will  increase the Death
Benefit by $2.50. A Policy with a $100,000  Specified  Amount and a Policy Value
of $60,000 will provide  Death  Benefit of $150,000  ($60,000 x 250%);  a Policy
Value of $80,000 will provide a Death  Benefit of $200,000  ($80,000 x 250%);  a
Policy Value of $100,000  will provide a Death  Benefit of $250,000  ($100,000 x
250%).

Similarly,  as long as Policy Value  exceeds  $40,000,  each dollar taken out of
Policy Value will reduce the Death Benefit by $2.50. If, for example, the Policy
Value is reduced from $50,000 to $40,000 because of partial surrenders, charges,
or negative  investment  performance,  the Death  Benefit  will be reduced  from
$125,000 to $100,000.  If at any time,  however,  the Policy Value multiplied by
the applicable  percentage is less than the Specified Amount,  the Death Benefit
will equal the current Specified Amount of the Policy.

The applicable Policy Value percentage  becomes lower as the Insured's  Attained
Age increases. If the Attained Age of the Insured in the example above were, for
example, 50 (rather than between 0 and 40), the Policy Value percentage would be
185%.  The Death Benefit would not exceed the $100,000  Specified  Amount unless
the Policy Value exceeded  approximately $54,054 (rather than $40,000), and each
dollar  then  added to or taken  from the Policy  Value  would  change the Death
Benefit by $1.85 (rather than $2.50).

EXAMPLES OF OPTION 2. For purposes of this  example,  assume that the  Insured's
Attained Age is between 0 and 40 and that there is no  outstanding  Loan Amount.
Under  Option 2, a Policy with a Specified  Amount of  $100,000  will  generally
provide a Death  Benefit of $100,000  plus Policy Value.  Thus,  for example,  a
Policy  with a Policy  Value of $10,000  will have a Death  Benefit of  $110,000
($100,000 + $10,000);  a Policy Value of $20,000 will provide a Death Benefit of
$120,000 ($110,000 + $20,000). The Death Benefit, however, must be at least 250%
of the Policy Value. As a result, if the Policy Value exceeds $66,667, the Death
Benefit  will be greater  than the  Specified  Amount  plus Policy  Value.  Each
additional  dollar of Policy Value above $66,667 will increase the Death Benefit
by $2.50.  A Policy with a Specified  Amount of $100,000  and a Policy  Value of
$80,000  will  provide a Death  Benefit of $200,000  ($80,000 x 250%);  a Policy
Value of $120,000 will provide a Death Benefit of $300,000 ($120,000 X 250%).

Similarly,  any time Policy  Value  exceeds  $66,667,  each dollar  taken out of
Policy Value will reduce the Death Benefit by $2.50. If, for example, the Policy
Value is reduced from $80,000 to $70,000 because of partial surrenders, charges,
or negative  investment  performance,  the Death  Benefit  will be reduced  from
$200,000 to $175,000.  If at any time,  however,  Policy Value multiplied by the
applicable  percentage is less than the Specified  Amount plus the Policy Value,
then the Death  Benefit  will be the  current  Specified  Amount plus the Policy
Value.

The applicable Policy Value percentage  becomes lower as the Insured's  Attained
Age increases. If the Attained Age of the Insured in the example above were, for
example,  50 (rather than under 40), the Policy Value  percentage would be 185%.
The  amount of the  Death  Benefit  would be the sum of the  Policy  Value  plus
$100,000 unless the Policy Value exceeded  $117,647  (rather than $66,667),  and
each dollar then added to or taken from the Policy  Value would change the Death
Benefit by $1.85 (rather than $2.50).

                                     - 46 -
<PAGE>

<TABLE>
<CAPTION>

                        TABLE OF POLICY VALUE PERCENTAGES
<S>          <C>        <C>       <C>         <C>       <C>        <C>       <C>

|======================|=====================|=====================|======================|
|                      |                     |                     |                      |
| Attained             |Attained             | Attained            | Attained             |
|    Age    Percentage |  Age     Percentage |   Age    Percentage |   Age    Percentage  |
|----------------------|---------------------|---------------------|----------------------|
|                      |                     |                     |                      |
|   0-40       250%    |   50        185%    |    60       130%    |    70       115%     |
|                      |                     |                     |                      |
|    41        243%    |   51        178%    |    61       128%    |    71       113%     |
|                      |                     |                     |                      |
|    42        236%    |   52        171%    |    62       126%    |    72       111%     |
|                      |                     |                     |                      |
|    43        229%    |   53        164%    |    63       124%    |    73       109%     |
|                      |                     |                     |                      |
|    44        222%    |   54        157%    |    64       122%    |    74       107%     |
|                      |                     |                     |                      |
|    45        215%    |   55        150%    |    65       120%    |  75-90      105%     |
|                      |                     |                     |                      |
|    46        209%    |   56        146%    |    66       119%    |    91       104%     |
|                      |                     |                     |                      |
|    47        203%    |   57        142%    |    67       118%    |    92       103%     |
|                      |                     |                     |                      |
|    48        197%    |   58        138%    |    68       117%    |    93       102%     |
|                      |                     |                     |                      |
|    49        191%    |   59        134%    |    69       116%    |    94       101%     |
|                      |                     |                     |                      |
|======================|=====================|=====================|======================|

</TABLE>

                                     - 47 -
<PAGE>

                                     Part II

<PAGE>

                           UNDERTAKING TO FILE REPORTS


                  Subject to the terms and  conditions  of Section  15(d) of the
Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to
file  with the  Securities  and  Exchange  Commission  (the  "Commission")  such
supplementary  and  periodic  information,  documents  and  reports  as  may  be
prescribed by any rule or regulation of the  Commission  heretofore or hereafter
duly adopted pursuant to authority conferred in that section.

                              RULE 484 UNDERTAKING

                  Insofar as  indemnification  for  liability  arising under the
Securities  Act of 1933 (the "Act") may be permitted to directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                  The  registrant has no officers,  directors or employees.  The
depositor  and the  registrant  do not  indemnify  the  officers,  directors  of
employees of the depositor. CNA-Financial Corporation, ("CNAFC") a parent of the
depositor,  indemnifies  the  depositor's  officers,  directors and employees in
their  capacity  as  such.  Most  of the  depositor's  officers,  directors  and
employees are also officers, directors and/or employees of CNAFC.

                  CNAFC  indemnifies  any  person  who was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of CNAFC) by reason of the fact that he
is or was a director, officer, employee or agent of CNAFC, or was serving at the
request  of  CNAFC  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably believed to be in or not opposed to the best interests of CNAFC, and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.

                  CNAFC  indemnifies  any  person  who was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of CNAFC to procure a judgment in its favor by reason of
the fact that he is or was a director,  officer,  employee or agent of CNAFC, or
was serving at the request of CNAFC as a director, officer, employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,

<PAGE>
against expenses (including attorney's fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of CNAFC. No indemnification is made,  however, in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty to  CNAFC  unless  and only to the  extent  that a court  determines  that,
despite the adjudication of liability but in view of all of the circumstances of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the court deems proper.

                  To the extent that any person  referred to above is successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to above,  or in  defense  of any  claim,  issue or matter  therein,  CNAFC will
indemnify such person against expenses (including  attorney's fees) actually and
reasonably incurred by him in connection therewith.  CNAFC may advance to such a
person,  expenses  incurred in  defending a civil or  criminal  action,  suit or
proceeding  as  authorized  by CNAFC's  board of  directors  upon  receipt of an
undertaking by (or on behalf of) such person to repay the amount advanced unless
it is ultimately determined that he is entitled to be indemnified.

                  Indemnification  and  advancement of expenses  described above
(unless  pursuant to a court order) is only made as  authorized  in the specific
case upon a determination  that such  indemnification or advancement of expenses
is proper in the  circumstances  because he has met the  applicable  standard of
conduct.  Such  determination  must be made by a  majority  vote of a quorum  of
CNAFC's board of directors who are not parties to the action, suit or proceeding
or by independent legal counsel in a written opinion or by CNAFC's stockholders.


                    REPRESENTATIONS PURSUANT TO RULE 6e-3(T)

                  This  filing  is made  pursuant  to  Rule  6e-3(T)  under  the
Investment Company Act of 1940.

                  Registrant elects to be governed by Rule  6e-3(T)(b)(13)(i)(A)
under the Investment  Company Act of 1940 with respect to the policies described
in the Prospectus.

                  Registrant makes the following representations:

                  (1)      Rule 6e-3(T)(b)(13)(iii)(F) has been relied upon.

                  (2)      The level of the mortality and expense risk charge is
                           within the range of industry  practice for comparable
                           flexible or scheduled contracts.

                  (3)      Registrant  has concluded  that there is a reasonable
                           likelihood    that   the    distribution    financing
                           arrangement of the Variable  Account will benefit the
                           Variable  Account  and  Owners and will keep and make

<PAGE>

                           available to the  Commission  on request a memorandum
                           setting forth the basis for this representation.

                  (4)      The Variable  Account will invest only in  management
                           investment  companies which have undertaken to have a
                           board  of  directors,  a  majority  of  whom  are not
                           interested  persons  of the  company,  formulate  and
                           approve   any  plan   under  Rule  12b-1  to  finance
                           distribution expenses.

                  The  methodology  used to support the  representation  made in
paragraph  (2) above is based on an analysis of the  mortality  and expense risk
charge  contained  in  other  variable  life  insurance  contracts.   Registrant
undertakes to keep and make available to the Commission on request the documents
used to support the representation in paragraph (2) above.

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

         The facing sheet.
         The prospectus consisting of 47 pages. 
         Undertaking to file reports.
         Rule 484 undertaking.
         Representations pursuant to Rule 6e-3(T).
         The signatures.
         Written consents. **

         The following exhibits,  corresponding to those required by paragraph A
         of the instructions as to exhibits in Form N-8B-2:

         1.
                  A.
                  (1)      Resolution of the Board of Directors of Valley Forge
                           Life Insurance Company (the "Company") establishing
                           Valley Forge Life Insurance Company Variable Life 
                           Separate Account (the "Variable Account")**
                  (2)      Not Applicable
                  (3)      (a)      Form of underwriting/distribution agreement
                                    between the Company and CNA Investor 
                                    Services, Inc. *
                           (b)      Form of underwriting/distribution agreement
                                    between the Company and CNA Investor 
                                    Services, Inc. *
                           (c)      Schedule of Sales Commissions *
                  (4)      Not applicable
                  (5)      (a)      Specimen Individual Flexible Premium 
                                    Variable and Fixed Life Insurance Policy
                                    (the "Policy")
                           (b)      Form of Waiver of Monthly Deduction Rider
                           (c)      Form of Term Insurance on Spouse Rider
                           (d)      Form of Term Insurance on Children Rider
<PAGE>

                  (6)      (a)      Amended and restated Articles of 
                                    Incorporation of the Company **
                           (b)      By-laws of the Company **
                  (7)      Not applicable
                  (8)      (a)      Form of participation agreement between The
                                    Alger American Fund and the Company *
                           (b)      Form of participation agreement between 
                                    Variable Insurance Products Fund and the 
                                    Company *
                           (c)      Form of participation agreement between 
                                    Variable Insurance Products Fund II and the
                                    Company *
                           (d)      Form of participation agreement between MFS
                                    Variable Insurance Trust and the Company *
                           (e)      Form of participation agreement between 
                                    SoGen Variable Funds, Inc. and the Company *
                           (f)      Form of participation agreement between Van
                                    Eck Worldwide Insurance Trust and the 
                                    Company *
                           (g)      Form of participation agreement between 
                                    Insurance Management Series and the 
                                    Company *
                  (9)      Not applicable
                  (10)     Policy Application
                  (11)     Description of issuance, transfer and redemption 
                           procedures *

                  B.       Not applicable

                  C.       Not applicable

         2.       Opinion and Consent of Lynne Gugenheim, Esquire *

         3.       Not applicable

         4.       Not applicable

         5.       Not applicable

         6.       Opinion and consent of Edward Turner as to actuarial matters 
                  pertaining to the securities being registered *

         7.       (a)      Consent of Deloitte & Touche LLP *
                  (b)      Consent of Sutherland, Asbill & Brennan *

________________________________
*        To be filed by amendment
**       Incorporated by reference to the Registration Statement on Form N-4 
         for Valley Forge Life Insurance Company Variable Annuity Separate
         Account (File No. 33-________) filed with the Securities and Exchange
         Commission on February 20, 1996.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of 1940,  the  registrant,  Valley  Forge  Life  Insurance  Company
Variable Life Separate Account,  has duly caused this registration  statement to
be signed on its behalf by the undersigned  thereunto duly  authorized,  and its
seal to be hereunto affixed and attested,  all in the City of Chicago,  State of
Illinois, on this 25th day of March, 1996.


                                    VALLEY FORGE LIFE INSURANCE COMPANY VARIABLE
                                      LIFE SEPARATE ACCOUNT
                                  (Registrant)

   
                                    VALLEY FORGE LIFE INSURANCE COMPANY
                                  (Depositor)




         S/MARY A. RIBIKAWSKIS                 By:  S/PETER E. JOKIEL
Attest:  _____________________                ____________________________
          Mary A. Ribikawskis                  Peter E. Jokiel
          Assistant Secretary                  Senior Vice President,
                                               Chief Financial Officer,
                                               Director   


     Pursuant to the  requirements  of the Securities Act of 1933,  Valley Forge
Life Insurance Company has duly caused this registration  statement to be signed
on its behalf by the undersigned  persons in their  capacities with Valley Forge
Insurance  Company therunto  authorized,  and its seal to be herunto affixed and
attested, all in the City of Chicago, State of Illinois, this 22nd day of March,
1996.



          S/MARY A. RIBIKAWSKIS       By:  S/PETER E. JOKIEL
Attest:  _______________________           ___________________________
          Mary A. Ribikawskis              Peter E. Jokiel
          Assistant Secretary              Senior Vice President,
                                           Chief Financial Officer,
                                           Director    

     Pursuant to the  requirements  of the Securities Act of 1933,  Valley Forge
Life Insurance Company has duly caused this registration  statement to be signed
on its behalf by the undersigned  persons in their  capacities with Valley Forge
Life Insurance Company thereunto authorized, and its seal to be hereunto affixed
and attested,  all in the City of Chicago,  State of Illinois,  this 22nd day of
March, 1996.
<TABLE>
<CAPTION>
PRINCIPAL OFFICERS
<S>                              <C>                                 <C>    

Signature                        Title                                Date
_____________________________    ________________________________    __________________

S/DENNIS H. CHOOKASZIAN
_____________________________    Chairman of the Board,               March 25, 1996
Dennis H. Chookaszian            Chief Executive Officer
                                 Director
<PAGE>

S/PHILIP L. ENGEL            
_____________________________    President, Director                  March 25, 1996
Philip L. Engel

S/PETER E. JOKIEL
_____________________________    Senior Vice President,  
Peter E. Jokiel                  Chief Financial Officer, Director    March 25, 1996
 
S/DONALD M. LOWRY
____________________________     Senior Vice President,               March 25, 1996
Donald M. Lowry                  General Counsel, Secretary,
                                 Director 

S/DONALD C. RYCROFT
____________________________     Group Vice President, Director       March 25, 1996
Donald C. Rycroft                  

S/WILLIAM H. SHARKEY, JR.
____________________________     Senior Vice President,               March 25, 1996
William H. Sharkey, Jr.          Director        
                                 
S/WILLIAM J. ADAMSON, JR.
_____________________________    Senior Vice President                March 25, 1996  
William J. Adamson, Jr.

S/BRUCE B. BRODIE
_____________________________    Senior Vice President                March 25, 1996 
Bruce B. Brodie

S/JAMES P. FLOOD
_____________________________    Senior Vice President                March 25, 1996
James P. Flood

S/MICHAEL C. GARNER
_____________________________    Senior Vice President                March 25, 1996 
Michael C. Garner

S/BERNARD L. HENGESBAUGH
_____________________________    Senior Vice President                March 25, 1996
Bernard L. Hengesbaugh

S/JACK KETTLER
_____________________________    Senior Vice President                March 25, 1996
Jack Kettler

S/CAROLYN L. MURPHY
_____________________________    Senior Vice President                March 25, 1996
Carolyn L. Murphy

S/WAYNE R. SMITH, III
_____________________________    Senior Vice President,                March 25, 1996
Wayne R. Smith, III

S/ADRIAN M. TOCKLIN
_____________________________    Senior Vice President,                March 25, 1996
Adrian M. Tocklin

S/JAE L. WITTLICH
_____________________________    Senior Vice President,                March 25, 1996
Jae L. Wittlich


</TABLE>


                       VALLEY FORGE LIFE INSURANCE COMPANY




_______________________________________________________________________________
Executive Office:             A Stock Company       Home Office:
CNA Plaza                                           401 Penn St.
Chicago, Illinois  60685                            Reading, Pennsylvania 19601
_______________________________________________________________________________

In this  Policy,  Valley  Forge Life  Insurance  Company is referred to as "Us,"
"Our," or the "Company." "You" and "Your" refers to the Owner of the Policy.

The  Company  agrees  to pay to  the  Beneficiary  the  Death  Benefit  Proceeds
described in section 5 of this Policy upon receipt of Due Proof of the Insured's
death while this Policy is in force prior to the Maturity Date.

                        PLEASE READ THIS POLICY CAREFULLY
                   It is a legal contract between You and Us.

                          NOTICE OF CANCELLATION PERIOD

If for any reason You are not satisfied  with this Policy,  You may return it to
Us for cancellation by delivering or mailing it to:

         1.       Valley Forge Life Insurance Company Service Center, 
                  95 Bridge Street, Haddam, Connecticut 06438, or

         2.       the agent through whom it was purchased.

You  may  cancel  this  Policy  by  returning  it  with a  Written  Request  for
cancellation  no later than: (1) [10] days after You first receive it, or (2) 45
days after You signed the  application.  Return of this Policy is effective upon
receipt by Us and will be void as of its  inception.  The Company will  promptly
return Your Premium Payments.

Signed for the Valley Forge Life Insurance Company at its Executive Office,  CNA
Plaza, Chicago, Illinois 60685.


         Chairman of the Board                     Secretary


THE AMOUNT OF THE DEATH  BENEFIT OR THE DURATION OF THE INSURANCE  COVERAGE,  OR
BOTH, MAY INCREASE OR DECREASE  UNDER THE  CONDITIONS  DESCRIBED IN SECTIONS 4,5
AND 6.

THE DEATH  BENEFIT AND OTHER VALUES  PROVIDED BY THIS POLICY,  WHEN BASED ON THE
INVESTMENT  PERFORMANCE OF THE VARIABLE ACCOUNT,  MAY INCREASE OR DECREASE DAILY
AS A FUNCTION OF THE INVESTMENT PERFORMANCE OF SUBACCOUNTS SELECTED BY THE OWNER
AND ARE NOT GUARANTEED AS TO DOLLAR  AMOUNT.  NO MINIMUM VALUE IS GUARANTEED FOR
PORTIONS OF THE POLICY VALUE IN THE SUBACCOUNTS.

 This Policy does not pay dividends or otherwise participate in Our profits or
 surplus

                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY


<PAGE>


                       VALLEY FORGE LIFE INSURANCE COMPANY



_______________________________________________________________________________
Executive Office:             A Stock Company       Home Office:
CNA Plaza                                           401 Penn St.
Chicago, Illinois  60685                            Reading, Pennsylvania 19601
_______________________________________________________________________________

In this  Policy,  Valley  Forge Life  Insurance  Company is referred to as "Us,"
"Our," or the "Company." "You" and "Your" refers to the Owner of the Policy.

The  Company  agrees  to pay to  the  Beneficiary  the  Death  Benefit  Proceeds
described in section 5 of this Policy upon receipt of Due Proof of the Insured's
death while this Policy is in force prior to the Maturity Date.

                        PLEASE READ THIS POLICY CAREFULLY
                   It is a legal contract between You and Us.

                          NOTICE OF CANCELLATION PERIOD

If for any reason You are not satisfied  with this Policy,  You may return it to
Us for cancellation by delivering or mailing it to:

         1.       Valley Forge Life Insurance Company Service Center, 
                  95 Bridge Street, Haddam, Connecticut 06438, or

         2.       the agent through whom it was purchased.

You  may  cancel  this  Policy  by  returning  it  with a  Written  Request  for
cancellation  no later than: (1) [10] days after You first receive it, or (2) 45
days after You signed the  application.  Return of this Policy is effective upon
receipt by Us and will be void as of its  inception.  The Company will  promptly
refund  an  amount  equal  to the sum of:  (1) the  difference  between  Premium
Payments made (including any fees or charges deducted) and the amounts allocated
to the Fixed Account and to the Subaccounts,  (2) amounts allocated to the Fixed
Account, including any interest credited on such amounts accumulated to the date
that the returned  Policy is received by Us, (3) the value of amounts  allocated
to the  Subaccounts,  adjusted to reflect the net investment  experience of such
Subaccounts to the date that the returned  Policy is received by Us. This amount
may be more or less than the aggregate Premium Payments made under the Policy.

Signed for the Valley Forge Life Insurance Company at its Executive Office,  CNA
Plaza, Chicago, Illinois 60685.

         Chairman of the Board                Secretary

THE AMOUNT OF THE DEATH  BENEFIT OR THE DURATION OF THE INSURANCE  COVERAGE,  OR
BOTH, MAY INCREASE OR DECREASE  UNDER THE  CONDITIONS  DESCRIBED IN SECTIONS 4,5
AND 6.

THE DEATH  BENEFIT AND OTHER VALUES  PROVIDED BY THIS POLICY,  WHEN BASED ON THE
INVESTMENT  PERFORMANCE OF THE VARIABLE ACCOUNT,  MAY INCREASE OR DECREASE DAILY
AS A FUNCTION OF THE INVESTMENT PERFORMANCE OF SUBACCOUNTS SELECTED BY THE OWNER
AND ARE NOT GUARANTEED AS TO DOLLAR  AMOUNT.  NO MINIMUM VALUE IS GUARANTEED FOR
PORTIONS OF THE POLICY VALUE IN THE SUBACCOUNTS.

This Policy does not pay dividends or otherwise participate in Our profits or 
surplus

                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY


<PAGE>


                                TABLE OF CONTENTS

POLICY SPECIFICATIONS.........................................................

SECTION 1: DEFINITIONS...............................................Section 1

SECTION 2: GENERAL PROVISIONS........................................Section 2

SECTION 3: OWNERSHIP.................................................Section 3

SECTION 4: PREMIUM PAYMENTS, LAPSE AND REINSTATEMENT.................Section 4

SECTION 5: DEATH BENEFIT AND DEATH BENEFIT PROCEEDS..................Section 5

SECTION 6: THE VARIABLE ACCOUNT......................................Section 6

SECTION 7: THE FIXED ACCOUNT.........................................Section 7

SECTION 8: FEES AND CHARGES..........................................Section 8

SECTION 9: ALLOCATIONS AND TRANSFERS.................................Section 9

SECTION 10: SURRENDER AND WITHDRAWALS...............................Section 10

SECTION 11: LOANS...................................................Section 11

SECTION 12: POLICY CHANGES..........................................Section 12

SECTION 13: PAYMENTS................................................Section 13

SECTION 14: SETTLEMENT OPTIONS......................................Section 14

                                     - 2 -
<PAGE>

<TABLE>
<CAPTION>
<S>                        <C>                     <C>   

                              POLICY SPECIFICATIONS

OWNER:                     INSURED:                INSURED'S AGE:

BENEFICIARY:               ISSUE DATE:             INSURED'S SEX:

POLICY NUMBER:             MATURITY DATE:          POLICY EFFECTIVE DATE:

RISK CLASS:                DEATH BENEFIT OPTION:   MONTHLY ANNIVERSARY DAY:

Specified Amount:                   $100,000       Minimum Guaranteed Interest Rate:     4%
                                                   (for Fixed Account Allocations)

Minimum Specified Amount:           $100,000       Policy Loan Interest Rate:            8%

Minimum Specified Amount Increase:  $ 25,000       Preferred Policy Loan Interest Rate:  6%

Minimum Specified Amount Decrease:  $ 25,000       Policy Loan Credited Rate:            6%

Planned Periodic Premium Payments:  $  _____       Minimum Monthly Premium Payment:     $

Minimum Initial Premium Payment:    $  _____       Target Premium Payment:              $

Minimum Additional Premium Payment: $     50       Guideline Annual Premium Payment:    $

Minimum Transfer Amount:            $    500       Minimum Withdrawal Amount:           $ 500

Minimum Loan Amount:                $    500

Minimum percent of Net Premium Payment that may be allocated to a Subaccount or to the Fixed
 Account is 1%
</TABLE>

                               Current Subaccounts
                               -------------------

Federated High Income Bond II Subaccount   Fidelity Asset Manager Subaccount
Federated Prime Money II Subaccount        Fidelity Contrafund Subaccount
Federated Utility II Subaccount            Fidelity Equity-Income Subaccount
                                           Fidelity Index 500 Subaccount

Alger Growth Subaccount                    MFS Emerging Growth Subaccount
Alger Midcap Growth Subaccount             MFS Growth With Income Subaccount
Alger Small Capitalization Subaccount      MFS Limited Maturity Subaccount
                                           MFS Research Subaccount
                                           MFS Total Return Subaccount

SoGen Overseas Subaccount                  Van Eck Emerging Markets Subaccount
                                           Van Eck Gold and Natural Resources 
                                           Subaccount

                                     - 3 -
<PAGE>

                                CHARGES AND FEES
                                ----------------
Sales Charges:

    Policy Years 1-10:   4% of Premium Payments up to the Target Premium Payment
    Policy Years 11 +:   2% of Premium Payments up to the Target Premium Payment
    All Years:           0% of Premium Payments in excess of the Target Premium
                         Payment

Deferred Acquisition Cost Tax Charge:  1.25% of each Premium Payment

Premium Tax Charge:                    2.25% of each Premium Payment

Mortality and Expense Risk Charge

 Policy Years 1-10:  .002477% (daily factor); 0.90% (approximate annual rate)
 Policy Years 11+:   .001236% (daily factor); 0.45% (approximate annual rate)

Monthly Policy Fee:   $  6.00       Monthly First Year Issue Fee:   $ 20.00

Monthly Specified Amount Increase Fee(for first 12 months after increase):$10.00

Transfer Processing Fee:  $ 25.00 each after first 12 in a Policy Year

Surrender Charge (Sales Surrender Charge and Administration Surrender Charge):

         Sales Surrender Charge:    34% of Premium Payments in the first Policy
                                    Year up to the Target Premium Payment, plus
                                    33% of Premium Payments in each of Policy
                                    Years 2 through 6 up to the Target Premium 
                                    Payment until the total Sales Surrender 
                                    Charge equals 100% of a single Target 
                                    Premium Payment

         The Sales  Surrender  Charge during the first two Policy Years is never
         more than the sum of:  (1) 26% of the first  Guideline  Annual  Premium
         Payment, (2) 6% of the second Guideline Annual Premium Payment, and (3)
         5% of all additional premium payments.

Administration  Surrender  Charge:  

                    $2.00  per  $1,000  of  Specified  Amount  for  Policies  on
                    Insureds age 25 or less on the Policy  Effective Date; $5.00
                    per $1,000 of Specified  Amount for Policies on Insureds age
                    35 or older on the Policy  Effective  Date.  For Insureds of
                    other ages, the following per $1,000 of Specified Amount:

                    age 26 -  $2.30,  age 27 - $2.60,  age 28 - $2.90,  age 29 -
                    $3.20,  age 30 - $3.50,  age 31 - $3.80, age 32 - $4.10, age
                    33 - $4.40, age 34 $4.70.

         The total Surrender Charge grades off as follows:

               80% of the total Surrender  Charge in Policy Year 7 
               70% of the total Surrender  Charge in Policy  Year 8
               60% of  the  total  Surrender Charge  in  Policy  Year 9 
               50% of the  total Surrender  Charge in  Policy  Year 10
               40% of the total Surrender Charge in Policy Year 11
               30% of the total Surrender  Charge in Policy Year 12 
               20% of the total Surrender Charge in Policy  Year 13 
               10% of the  total  Surrender Charge in Policy Year 14 
               No Charge in Policy Years 15 and later

                                     - 4 -
<PAGE>


                TABLE OF MAXIMUM MONTHLY COST OF INSURANCE RATES
                        PER $1,000 OF NET AMOUNT AT RISK

         ATTAINED                                    ATTAINED
         AGE               COST                      AGE               COST
         ---               ----                      ---               ----
         35                0.1409                    71                3.2530
         36                0.1475                    72                3.5593
         37                0.1567                    73                3.9690
         38                0.1667                    74                4.4295
         39                0.1784                    75                4.9241
         40                0.1909                    76                5.4512
         41                0.2059                    77                6.0059
         42                0.2209                    78                6.5822
         43                0.2384                    79                7.1947
         44                0.2559                    80                7.8672
         45                0.2767                    81                8.6170
         46                0.2993                    82                9.4654
         47                0.3234                    83                10.4234
         48                0.3493                    84                11.4726
         49                0.3785                    85                12.5899
         50                0.4093                    86                13.7533
         51                0.4460                    87                14.9528
         52                0.4886                    88                16.1646
         53                0.5361                    89                17.4053
         54                0.5912                    90                18.6922
         55                0.6521                    91                20.0473
         56                0.7197                    92                21.5157
         57                0.7915                    93                23.1601
         58                0.8691                    94                25.2598
         59                0.9567
         60                1.0544
         61                1.1630
         62                1.2867
         63                1.4279
         64                1.5875
         65                1.7639
         66                1.9538
         67                2.1597
         68                2.3807
         69                2.6219
         70                2.8942


THE MAXIMUM  COST OF INSURANCE  RATES DO NOT EXCEED THE COST OF INSURANCE  RATES
BASED ON THE APPLICABLE (MALE OR FEMALE,  SMOKER OR NONSMOKER) 1980 COMMISSIONER
STANDARD ORDINARY MORTALITY TABLE, AGE NEAREST BIRTHDAY.

                                      - 5 -
<PAGE>
                             SECTION 1: DEFINITIONS

ATTAINED  AGE:  The  Insured's  age as of the  nearest  birthday  on the  Policy
Effective  Date,  plus the  number of  complete  Policy  Years  since the Policy
Effective Date.

BENEFICIARY:  The person(s) to whom the Death Benefit Proceeds are paid upon the
death of the Insured.  The Owner may designate primary, contingent and 
irrevocable Beneficiaries.

CANCELLATION PERIOD:  The period described on the cover page of this Policy
during which the Owner may cancel the Policy for a refund by returning it to 
the Company.

CASH VALUE:  Policy Value minus any applicable Surrender Charge.

THE CODE:  The Internal Revenue Code of 1986, as amended.

Contingent Beneficiary:  The person(s) to whom the Death Benefit Proceeds are
paid upon the death of the Insured if the primary Beneficiary (or beneficiaries)
is not living.

DEATH  BENEFIT:  The amount  payable to the  Beneficiary  under a Death  Benefit
Option as  described  in section 5.2 if the Insured  dies while the Policy is in
force before the Maturity Date.

DEATH BENEFIT OPTION:  One of two options that an Owner may select for the 
computation of the Death Benefit Proceeds as explained in section 5.2.

Death Benefit  Proceeds:  The amount payable to the  Beneficiary as described in
section 5.1 if the Insured dies while the Policy is in force before the Maturity
Date.

DUE PROOF OF DEATH:  Proof of death satisfactory to the Company.  Due Proof of 
Death may consist of the following:

         (a)      a certified copy of the death record;

         (b)      a certified copy of a court decree reciting a finding of 
                  death; or

         (c)      any other proof satisfactory to the Company.

FIXED ACCOUNT:  Part of the Company's General Account to which Policy Value may
be transferred or Net Premium Payments may be allocated under a Policy.

FIXED POLICY VALUE:  The Policy Value in the Fixed Account as defined in 
section 7.1.

FUND:  Any  open-end  management  investment  company  or  investment  portfolio
thereof,  or unit  investment  trust or series  thereof,  in which a  Subaccount
invests.

GENERAL  ACCOUNT:  The assets of the Company  other than those  allocated to the
Variable Account or any other separate account of the Company.

GUIDELINE ANNUAL PREMIUM PAYMENT:  The "guideline  annual premium" as defined in
applicable regulations under the Investment Company Act of 1940, as amended.

HOME OFFICE:  The Company's office at 401 Penn Street, Reading, PA 19601.

INITIAL SPECIFIED AMOUNT:  The Specified Amount on the Policy Effective Date.

INSURED:  The person whose life is insured by the Policy.

                                     - 6 -
<PAGE>
ISSUE AGE: The Insured's age as of the nearest  birthday on the Policy Effective
Date.

LAPSE: Termination of the Policy at the expiration of the Grace Period while the
Insured is still living before the Maturity Date as explained in section 4.5.

LOAN  ACCOUNT:  A portion of the  Company's  General  Account to which  Variable
Policy Value or Fixed Policy Value is transferred to provide  collateral for any
loan taken under the Policy.

LOAN ACCOUNT VALUE:  The Policy Value in the Loan Account.

LOAN AMOUNT: At any time other than a Policy Anniversary, the Loan Account Value
plus any interest  charges accrued on the Loan Account Value up to that time. On
a Policy Anniversary, the Loan Amount equals the Loan Account Value.

MATURITY  DATE:  The date shown on the Policy  Specifications  page on which the
Owner is paid the Surrender Value, if any,  provided the Insured is still living
while the Policy is in force. It is the Policy Anniversary nearest the Insured's
95th birthday.

MINIMUM INITIAL PREMIUM PAYMENT:  The amount shown on the Policy  Specifications
page that the Owner  must pay  before  coverage  becomes  effective  under  this
Policy.

MINIMUM MONTHLY PREMIUM PAYMENT:  The minimum amount of monthly premium payments
(or the  equivalent)  that an Owner must make in order for the Lapse  Prevention
Guarantee to remain in effect.

MONTHLY  ANNIVERSARY  DAY:  The same day as the Policy  Effective  Date for each
succeeding month.

NET AMOUNT AT RISK: As of any Monthly  Anniversary  Day, the Death Benefit under
the Policy (discounted for the upcoming month) less the Policy Value (before the
deduction of the monthly Policy fee,  monthly  first-year issue fee and the cost
of additional benefits provided by rider) as defined in section 8.2.

NET ASSET VALUE PER SHARE: The value per share of any Fund on any Valuation Day.
The  method of  computing  the Net Asset  Value  Per Share is  described  in the
prospectus for the Funds.

NET PREMIUM PAYMENT: Your premium payment less any Premium Tax Charge,  Deferred
Acquisition Cost Tax Charge, and Sales Charge deducted from the premium payment.

OWNER,  YOU: The person or persons who owns (or own) the Policy and who is (are)
entitled  to exercise  all rights and  privileges  provided in the Policy.  Also
referred  to herein as "You" or "Your." The  maximum  number of joint  Owners is
two.  Provisions  relating  to action by the  Owner  mean,  in the case of joint
Owners, both Owners acting jointly.

PLANNED PERIODIC PREMIUM PAYMENT: The Premium Payment selected by the Owner as a
level amount that he or she (or they) plans to pay on a monthly  (pre-authorized
payment), quarterly, semi-annual or annual basis over the life of the Policy.

POLICY ANNIVERSARY: The same date in each Policy Year as the Policy Effective 
Date.

POLICY  EFFECTIVE  DATE: The date shown on the Policy  Specifications  page from
which Policy Years and various  other  periods  described  elsewhere  herein are
measured. The Policy Effective Date is never the 29th, 30th or 31st of a month.

POLICY VALUE:  The sum of the Variable Policy Value,  the Fixed Policy Value and
the Loan Account Value.
<PAGE>

POLICY YEAR: A twelve-month  period beginning on the Policy Effective Date or on
a Policy Anniversary.
                                     - 7 -
<PAGE>

SEC:  The U.S. Securities and Exchange Commission.

SERVICE  CENTER:  The  Company's  Service  Center at 95 Bridge  Street,  Haddam,
Connecticut 06438.

SPECIFIED  AMOUNT: A dollar amount selected by the Owner and shown on the Policy
Specifications page that is used to determine the Death Benefit.

SUBACCOUNT:  A  subdivision  of the  Variable  Account,  the assets of which are
invested in a corresponding Fund.

SUBACCOUNT VALUE:  The Policy Value in a Subaccount as defined in section 6.6.

SURRENDER VALUE:  The Cash Value minus any Loan Amount.

TARGET PREMIUM PAYMENT:  An amount of premium payments,  computed separately for
each increment of Specified Amount under a Policy, used to compute sales charges
and sales surrender charges.

THE COMPANY, WE, US OR OUR:  Valley Forge Life Insurance Company.

UNIT:  A unit of measure used to calculate Subaccount Value.

VALUATION  DAY:  For  each  Subaccount,  each day on  which  the New York  Stock
Exchange  is open  for  business  except  for  certain  holidays  listed  in the
prospectus  and days that a Subaccount's  corresponding  Fund does not value its
shares.

VALUATION PERIOD:  The period that starts at the close of regular trading on the
New York Stock  Exchange on any  Valuation  Day and ends at the close of regular
trading on the next succeeding Valuation Day.

VARIABLE  ACCOUNT:  Valley Forge Life Insurance  Company  Variable Life Separate
Account.

VARIABLE POLICY VALUE:  The sum of all Subaccount Values.

WRITTEN  NOTICE:  A written  notice or  request  in a form  satisfactory  to the
Company that is signed by the Owner and received at the Service Center.

                                     - 8 -
<PAGE>
                          SECTION 2: GENERAL PROVISIONS


2.1      THE  POLICY - We have  issued  this  Policy  in  consideration  of Your
         application  and Your payment of the Minimum  Initial  Premium  Payment
         shown on the Policy  Specifications  page. The entire Policy is made up
         of this Policy,  any attached  endorsements or riders, and the attached
         copy  of  the   application  and  all  subsequent   applications.   Any
         application for  reinstatement  of this Policy also becomes part of the
         Policy if the reinstatement is accepted by the Company.

2.2      REPRESENTATIONS  AND  CONTESTABILITY  - In  issuing  this  Policy,  the
         Company  relies on all  statements  made by or for the  Insured  in the
         application or in a supplemental application.  In the absence of fraud,
         We consider statements made in the application(s) to be representations
         and not  warranties.  The Company has the right to contest the validity
         of this  Policy  or to  resist  a claim  under  it on the  basis of any
         material misrepresentation of a fact stated in the attached application
         or any  supplemental  application.  The  Company  also has the right to
         contest the  validity  of any  increase  of  Specified  Amount or other
         change to the Policy on the basis of any material  misrepresentation of
         a fact stated in the application (or supplemental application) for such
         increase in coverage or change.

         In the absence of fraud,  the Company  cannot bring any legal action to
         contest the  validity of this Policy after the Policy has been in force
         during  the  lifetime  of the  Insured  for two years  from the  Policy
         Effective  Date,  or if  reinstated,  for two  years  from  the date of
         reinstatement.  Likewise,  the Company  cannot  contest any increase in
         coverage   effective   after  the  Policy   Effective   Date,   or  any
         reinstatement thereof, after such increase or reinstatement has been in
         force  during  the  lifetime  of the  Insured  for two  years  from its
         effective date.

2.3      MISSTATEMENT  OF AGE OR SEX - If the Age or sex of the Insured has been
         stated incorrectly in the application or any supplemental  application,
         the Company will adjust the Death Benefit and any benefits  provided by
         rider or endorsement it pays under this Policy to the amount that would
         have been  payable at the  correct age and sex based on the most recent
         deduction for cost of insurance  and the cost of any benefits  provided
         by rider or endorsement.  If the age of the Insured has been overstated
         or understated, the Company will recalculate the Policy Value using the
         cost of  insurance  (and  the  cost of  benefits  provided  by rider or
         endorsement) based on the Insured's correct age and sex.

2.4      SUICIDE  EXCLUSION  - If the  Insured  commits  suicide,  while sane or
         insane,  within two years of the Policy  Effective  Date, the Company's
         liability  is limited to an amount  equal to the Policy  Value less any
         loan amount. The Company will pay this amount to the Beneficiary in one
         sum.

         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 that  increase  is limited to an
         amount equal to the cost of insurance attributable to the increase from
         the effective date of the increase to the date of death.

2.5      MODIFICATION - Only an officer of the Company may modify this Policy or
         waive any of the Company's  rights or  requirements  under this Policy.
         Any  modification  or waiver must be in writing.  No agent may bind the
         Company by making any promise not contained in this Policy.
<PAGE>

         Upon notice to the Owner, the Company may modify the Policy to:

         1.       conform the Policy or the operations of the Company or of the
                  Variable Account to the requirements of any law (or regulation
                  issued by a government agency) to which the Policy, the
                  Company or the Variable Account is subject;

         2.       assure continued qualification of the Policy as a life 
                  insurance contract under the Code; or

         3.       reflect a change (as permitted in this Policy) in the 
                  operation of the Variable Account.

                                     - 9 -
<PAGE>

         In  the  event  of  any  such  modification,   the  Company  will  make
         appropriate endorsements to the Policy. If any provision of this Policy
         conflicts with the laws of a jurisdiction  that govern the Policy,  the
         provision is deemed to be amended to conform with such laws.

2.6      PERIODIC REPORTS - At least annually, or more often as required by law,
         the  Company  will mail to Owners at their last known  address a report
         showing the following items as of the end of the report period:

         1.       the period covered by the report;

         2.       the current Policy Value, Cash Value and Surrender Value;

         3.       the current Variable Policy Value (including each Subaccount
                  Value), Fixed Policy Value and Loan Account Value;

         4.       the current Loan Amount;

         5.       any premium payments, withdrawals, or surrenders made, Death
                  Benefit Proceeds paid and charges deducted since the last 
                  report;

         6.       current Net Premium Payment allocations; and

         7.       any other information required by law.

         Owners may request  additional copies of reports from the Company,  but
         the  Company  reserves  the right to  charge a fee for such  additional
         copies.

2.7      NON-PARTICIPATING  - This Policy does not participate in the surplus or
         profits of the Company and the Company does not pay dividends on it.

2.8      WHEN COVERAGE  BEGINS - Coverage  under this Policy  applied for in the
         initial application begins on the later of the Policy Effective Date or
         the date that the Company receives the Minimum Initial Premium Payment.

         Specified  Amount  increases  or other  additions  to  coverage  become
         effective  on the  Monthly  Anniversary  Day  that  falls  on,  or next
         follows,  the date that:  (a) the  Company  approves  the  supplemental
         application for such coverage, and (b) the Company receives any premium
         payment required for the increase or addition.  That date will be shown
         on a supplemental Policy Specifications page that confirms the change.

         Coverage  that  becomes  reinstated  by the  Company  under this Policy
         becomes effective on the Monthly Anniversary Day that falls on, or next
         follows,  the date that: (a) the Company  approves the  application for
         reinstatement,  and  (b)  the  Company  receives  any  premium  payment
         required for the reinstatement.

2.9      WHEN  COVERAGE  ENDS - Coverage under this Policy will terminate upon 
         the earliest to occur of the following events:

         1.       the Insured dies;

         2.       the Owner surrenders the Policy;

         3.       the Policy reaches its Maturity Date; or

         4.       the Policy Lapses.

                                     - 10 -
<PAGE>
                              SECTION 3: OWNERSHIP

3.1      OWNERSHIP - This Policy  belongs to the Owner.  The Owner,  as shown on
         the  Policy  Specifications  page,  or  as  subsequently  changed,  may
         exercise  all  rights  under  this  Policy.  Subject  to more  specific
         provisions  elsewhere  herein,  these rights  include the right to: (a)
         change the Owner,  (b) select or change a Contingent  Owner, (c) select
         or change any Beneficiary or Contingent  Beneficiary,  (d) allocate Net
         Premium  Payments  among  and  between  the  Subaccounts  and the Fixed
         Account,  (e) transfer  Policy Value among and between the  Subaccounts
         and the Fixed Account, and (f) assign the Policy.

         The Insured is the Owner unless the  application  specifies a different
         person as Owner.

3.2      CHANGING  THE OWNER - The Owner may change the Owner by Written  Notice
         at any time while the Insured is alive and the Policy is in force prior
         to the Maturity Date. A change of Ownership is effective as of the date
         that the Written Notice is signed,  however;  the Company is not liable
         for payments it makes  before it receives a Written  Notice of a change
         in Ownership.

3.3      CONTINGENT OWNER - If the Owner is not the Insured,  he or she may name
         a Contingent Owner in the application or by subsequent  Written Notice.
         The Contingent Owner becomes the Owner in the event that the Owner dies
         before the Insured.  If no Contingent  Owner  survives the Owner,  then
         upon the death of the last surviving Owner, that Owner's estate becomes
         the Owner.

3.4      ASSIGNMENT  - By Written  Notice the Owner may assign his or her rights
         under this Policy. The Company is not bound by the assignment unless it
         receives a duplicate of the original  assignment at the Service Center.
         The Company is not  responsible  for the validity or sufficiency of any
         assignment and is not liable for any payment it makes before receipt of
         the duplicate  original  assignment.  An assignment  does not change or
         revoke  the  Beneficiary  designation  in  effect  at the time that the
         assignment is made. If an  assignment is absolute,  the Owner's  rights
         and  privileges  under the  Policy,  including  any right to change the
         Beneficiary,  pass to the assignee. If an assignment is collateral, the
         collateral  assignee  has priority  over the interest of any  revocable
         Beneficiary or revocable  payee under any optional method of settlement
         selected  pursuant  to section 14. Any claim  under any  assignment  is
         subject  to proof of  interest  and the  extent of the  assignment.  An
         assignment is subject to any Loan Amount.

3.5      SELECTING THE BENEFICIARY - The Owner designates the Beneficiary in the
         application.  Any Beneficiary designation is revocable unless otherwise
         stated   in  the   designation.   Owners   may   designate   Contingent
         Beneficiaries.  Where  more  than  one  Beneficiary  or more  than  one
         Contingent  Beneficiary is designated,  each  Beneficiary or Contingent
         Beneficiary,  as  appropriate,  shares  in any Death  Benefit  Proceeds
         equally unless the Beneficiary designation states otherwise.

3.6      CHANGING  THE  BENEFICIARY  - The Owner may change the  Beneficiary  by
         Written Notice at any time while the Insured is alive and the Policy is
         in force before the Maturity Date. If,  however,  the Owner  previously
         irrevocably  named a Beneficiary,  that  Beneficiary's  written consent
         must be provided to the Company before a new Beneficiary is designated.
         Any change of Beneficiary is effective as of the date Written Notice is
         signed by the Owner but the  Company is not liable for any  payments it
         makes under the Policy prior to the time it receives  Written Notice of
         any Beneficiary change.

                                     - 11 -


<PAGE>
              SECTION 4: PREMIUM PAYMENTS, LAPSE AND REINSTATEMENT

4.1      PREMIUM  PAYMENTS  - Unless  otherwise  approved  by the  Company,  all
         Premium  Payments  must be made by check  payable to "Valley Forge Life
         Insurance Company" at the Service Center.

4.2      PLANNED  PERIODIC PREMIUM PAYMENTS - Owners may establish a schedule of
         quarterly, semi-annual or annual Planned Periodic Premium Payments that
         is shown on the Policy  Specifications  Page.  Subject to the Company's
         approval, Owners may change the amount or frequency of Planned Periodic
         Premium  Payments  by Written  Notice.  The  Company  will send  Owners
         reminder  notices for Planned Periodic  Premium  Payments.  The Company
         also may arrange with Owners to have Planned  Periodic Premium Payments
         made under a pre-authorized payment arrangement. Under a pre-authorized
         payment arrangement, Owners may establish a schedule of monthly Planned
         Periodic  Premium  Payments.  Owners are not  required  to pay  Planned
         Periodic Premium Payments.

4.3      UNPLANNED  PREMIUM  PAYMENTS  - Owners  generally  may make  additional
         premium  payments  of at least the minimum  amount  shown on the Policy
         Specifications  page at any time  before  the  Maturity  Date while the
         Insured is alive and the Policy is in force. Unless the Owner specifies
         otherwise in the  application  or by  subsequent  Written  Notice,  the
         Company considers all unplanned premium payments first as repayments of
         any outstanding Loan Amounts under the Policy.

4.4      REJECTION OF PREMIUM  PAYMENTS FOR TAX PURPOSES - The Company  reserves
         the right to reject any Premium Payment in the event that it determines
         that acceptance of such Payment would cause a Policy to fail to qualify
         as a life insurance  contract under the Code or applicable  regulations
         or rulings  thereunder.  The Company will  promptly  return any Premium
         Payment that it rejects for this reason.

4.5      POLICY  LAPSE - Unless the Policy  cannot  lapse  during the first five
         Policy Years as provided in section 4.7 below,  if the Surrender  Value
         on a Monthly  Anniversary  Day is  insufficient  to cover  the  monthly
         deduction  due on that Day,  the Company  will mail to the Owner and to
         any  assignee  of  record at their  last  known  address(es),  a notice
         stating  that the Policy will only remain in force for 61 days from the
         date that the notice was mailed. This 61 day period is called the Grace
         Period. If the Owner does not make sufficient Premium Payments to cover
         the monthly deduction(s) through the end of the Grace Period by the end
         of the Grace Period,  then this Policy will terminate without value and
         all coverage under the Policy will terminate.  The notice mailed to the
         Owner  and  to any  assignee  of  record  will  indicate  how  much  in
         additional  Premium  Payments the Owner must make before the end of the
         Grace  Period to keep the  Policy in force.  Coverage  under the Policy
         continues  during the Grace Period and the Company  will deduct  unpaid
         monthly  deductions  when  computing any Death Benefit  Proceeds if the
         Insured dies during the Grace Period.

4.6      REINSTATEMENT  - If the Policy  Lapses as provided in section  4.5, the
         Owner  may  reinstate  it at any time  within  five  years of Lapse but
         before the Maturity Date. A Policy that has been surrendered  cannot be
         reinstated. To reinstate a Policy, the Owner must submit to the Service
         Center:

         1.       evidence of insurability satisfactory to the Company;

         2.       premium payments in an amount sufficient to result (along with
                  any loan repayments) in a positive Surrender Value; and

         3.       premium payments in an amount sufficient that the resulting 
                  Net Premium Payments equal or exceed the amount of the next
                  two monthly deductions.
<PAGE>

         Upon  reinstatement  of the Policy,  the  Company  will  reinstate  any
         remaining Loan Amount.

         The Policy  Value of a reinstated  Policy is the Value  provided by the
         Net Premium Payments  submitted with the application for reinstatement.
         The effective  date of a reinstated  Policy is the Monthly  Anniversary

                                     - 12 -
<PAGE>
         Date  that  falls on or next  follows  the  later of the date  that the
         application for reinstatement is approved or the above-listed items are
         received at the Service Center.

4.7      LAPSE  PREVENTION  GUARANTEE - The Company  Guarantees  that the Policy
         will not Lapse during the first five Policy Years if,  throughout  that
         period, (a) exceeds (b) where:

                  (a)      is the aggregate Premium Payments made less the 
                           amount of any withdrawals (including applicable 
                           surrender charges) less any Loan Amount, and

                  (b)      is the Minimum Monthly Premium Payment  multiplied by
                           the  number  of  complete  months  since  the  Policy
                           Effective Date, including the current month.


               SECTION 5: DEATH BENEFIT AND DEATH BENEFIT PROCEEDS

5.1      DEATH  BENEFIT  PROCEEDS  - Upon  receipt  of Due Proof of Death of the
         Insured  while the Policy is in force  before the  Maturity  Date,  the
         Company shall pay the Death  Benefit  Proceeds to the  Beneficiary  (or
         Beneficiaries)   or   the   Contingent   Beneficiary   (or   Contingent
         Beneficiaries)  as provided in section 3.5. The Death Benefit  Proceeds
         are determined as of the date of the Insured's death and are equal to:

         1.       the Death Benefit under the Death Benefit Option selected by 
                  the Owner; plus

         2.       any death benefit under any rider to the Policy; less

         3.       any Loan Amount; less

         4.       any unpaid monthly deductions if the Insured dies during the
                  Grace Period.

         The Company  pays the Death  Benefit  Proceeds in a lump sum unless the
         Beneficiary (or Contingent  Beneficiary) elects to receive the Proceeds
         under an  alternative  settlement  option as  provided  in section  14.
         Payment of the Death  Benefit  Proceeds  may be delayed as  provided in
         section 13.

5.2 THE DEATH BENEFIT - The Owner may select one of two Death Benefit Options.

         1.       Death Benefit Option 1 is the greater of:

                  (a)      the Specified Amount on the date of the Insured's 
                           death; or

                  (b)      a percentage of the Policy Value on the date of the
                           Insured's death as indicated in the Table of 
                           Percentages below.

         2.       Death Benefit Option 2 is the greater of:

                  (a)      the Specified Amount plus the Policy Value on the 
                           date of the Insured's death; or

                  (b)      a percentage of the Policy Value on the date of the
                           Insured's death as indicated in the Table of 
                           Percentages below.

                                     - 13 -
<PAGE>
<TABLE>
<CAPTION>
<S>            <C>        <C>         <C>       <C>        <C>        <C>          <C>

                              TABLE OF PERCENTAGES

|-------------|----------|-----------|---------|----------|----------|-------------|----------|
|             |          |           |         |          |          |             |          |
|  Attained   | Policy   | Attained  | Policy  | Attained |  Policy  |  Attained   |  Policy  |
|    Age      |  Value   |   Age     |  Value  |    Age   |   Value  |     Age     |  Value   |
|             |    %     |           |    %    |          |     %    |             |     %    |
|-------------|----------|-----------|---------|----------|----------|-------------|----------|
|  40 and     |      250 |    50     |     185 |    60    |    130   |  70         |   115    |
|  younger    |          |           |         |          |          |             |          |
|     41      |      243 |    51     |     178 |    61    |    128   |  71         |   113    |
|     42      |      236 |    52     |     171 |    62    |    126   |  72         |   111    |
|     43      |      229 |    53     |     164 |    63    |    124   |  73         |   109    |
|     44      |      222 |    54     |     157 |    64    |    122   |  74         |   107    |
|     45      |      215 |    55     |     150 |    65    |    120   |  75 thru 90 |   105    |
|     46      |      209 |    56     |     146 |    66    |    119   |  91         |   104    |
|     47      |      203 |    57     |     142 |    67    |    118   |  92         |   103    |
|     48      |      197 |    58     |     138 |    68    |    117   |  93         |   102    |
|     49      |      191 |    59     |     134 |    69    |    116   |  94         |   101    |
|-------------|----------|-----------|---------|----------|----------|-------------|----------|
</TABLE>
                                         
                        SECTION 6: THE VARIABLE ACCOUNT

6.1      VARIABLE ACCOUNT - The Variable Account is registered with the SEC as a
         unit  investment  trust under the  Investment  Company Act of 1940,  as
         amended (the "Act").  The Variable  Account is also subject to the laws
         of the Commonwealth of Pennsylvania (Our state of domicile).

         Although  the Company owns the assets in the  Variable  Account,  these
         assets are held  separately from the Company's other assets and are not
         part of the General  Account.  The assets in the  Variable  Account are
         used to support the  operation of and provide the  variable  values and
         benefits  for this  Policy and  similar  policies.  The  portion of the
         assets of the Variable  Account  equal to the reserves and other policy
         liabilities of the Variable Account are not chargeable with liabilities
         that arise from any other  business  that the Company may conduct.  The
         Company has the right to transfer to its General  Account any assets of
         the  Variable  Account  that are in excess of such  reserves  and other
         liabilities.

6.2      SUBACCOUNTS - The Variable Account consists of Subaccounts. The income,
         gains and losses, realized and unrealized, from the assets allocated to
         a  Subaccount  are  credited  to or charged  against  such  Subaccount,
         without regard to other income, gains or losses of the Company.

         Those Subaccounts  currently  available under this Policy are listed on
         the Policy  Specifications page. Each Subaccount invests exclusively in
         shares of a  corresponding  Fund.  Shares of a Fund are  purchased  and
         redeemed  for a  Subaccount  at their net asset  value.  Any amounts of
         income,  dividends and gains  distributed from the shares of a Fund are
         reinvested in additional shares of that Fund at net asset value.

         The dollar  amounts of values and  benefits of this Policy  provided by
         the  Variable  Account  depend  on the  investment  performance  of the
         Subaccounts  selected by the Owner.  The Company does not guarantee the
         investment  performance  of  the  Subaccounts.  Owners  bear  the  full
         investment risk for Subaccount Value in the selected Subaccounts.

                                     - 14 -

<PAGE>

6.3 CHANGES TO THE VARIABLE  ACCOUNT - Where  permitted by  applicable  law, the
    Company may:

         1.       create new separate accounts;

         2.       combine separate accounts, including the Variable Account;

         3.       add new  subaccounts  to or remove  existing  Subaccounts  
                  from the  Variable  Account or combine Subaccounts;

         4.       make  Subaccounts  (including  new  subaccounts)  available  
                  to such  classes of  Policies as the Company may determine;

         5.       add new Funds or remove existing Funds;

         6.       substitute  new Funds for any  existing  Fund if shares of the
                  Fund are no longer  available  for investment or if the 
                  Company  determines  that  investment in a Fund is no longer
                  appropriate in light of the purposes of the Variable Account;

         7.       deregister the Variable Account under the Act if such 
                  registration is no longer required; and

         8.       operate the Variable  Account as a management  investment  
                  company  under the Act or in any other form permitted by law.

         The investment policy of the Variable Account will only be changed with
         the approval of the Pennsylvania  Insurance  Commissioner.  The process
         for such approval is on file with the insurance supervisory official of
         the state in which this Policy has been delivered.

6.4      VARIABLE  POLICY VALUE - Variable  Policy Value reflects the investment
         experience of the Subaccounts to which it is allocated, any Net Premium
         Payments allocated to the Subaccounts,  transfers of Policy Value in or
         out of the  Subaccounts,  or any  withdrawals of Variable Policy Value.
         There is no guaranteed minimum Variable Policy Value.

6.5      UNITS - For each  Subaccount,  Net Premium  Payment(s)  allocated  to a
         Subaccount or amounts of Policy Value  transferred  to a Subaccount are
         converted  into  Units.  The  number of Units  credited  to a Policy is
         determined by dividing the dollar amount directed to each Subaccount by
         the value of the Unit for that  Subaccount  for the Valuation Day as of
         which the Net Premium  Payment(s) or transferred  amount is invested in
         the Subaccount. Therefore, Net Premium Payments allocated to or amounts
         transferred to a Subaccount under a Policy increase the number of Units
         of that Subaccount credited to the Policy.

         Certain events will reduce the number of Units of a Subaccount credited
         to a Policy.  Withdrawals  or  transfers  of  Subaccount  Value  from a
         Subaccount will result in the cancellation of the appropriate number of
         Units of that Subaccount as will:  surrender of the Policy;  payment of
         the Death Benefit Proceeds; and the deduction of the monthly deduction.
         Units are cancelled as of the end of the Valuation  Period in which the
         Company receives Written Notice regarding the event.
<PAGE>

6.6      UNIT VALUE - For each  Subaccount  there  exists two types of Units:  A
         Units and B Units. A Units represent  Subaccount Value during the first
         10 Policy Years under any Policy,  while B Units  represent  Subaccount
         Value  during   Policy  Years  11  and  later.   On  the  tenth  Policy
         Anniversary,  all  A  Units  of  any  Subaccount  under  a  Policy  are
         automatically  exchanged  for B Units  on an  equivalent  dollar  value
         basis.  A Units  and B Units  both  represent  a  fractional  undivided
         interest in a  Subaccount.  They differ only in their value as a result
         of the fact that the  mortality  and expense risk charge  deducted from
         each  Subaccount  is larger for  Policies in the first 10 Policy  Years
         than the charge  deducted  for  Policies in Policy  Years 11 and later.
         This  difference in charges is reflected in a different Net  Investment
         Factor  (described  below)  for A Units and B Units for each  Valuation
         Period.

                                     - 15 -
<PAGE>
         The A Unit and B Unit values for each Subaccount  were  arbitrarily set
         initially at $10 when that Subaccount began operations. Thereafter, the
         Unit value at the end of every  Valuation  Day is the Unit value at the
         end of the previous  Valuation Day times the Net Investment  Factor for
         that type of Unit (either A or B), as described  below.  The Subaccount
         Value for a Policy is determined on any day by  multiplying  the number
         of Units of the  appropriate  type (either A or B)  attributable to the
         Policy in that  Subaccount  by the value for that type of Unit for that
         Subaccount on that day.

6.7      NET INVESTMENT  FACTOR - The Net Investment  Factor is an index applied
         to measure the investment performance of either A Units or B Units of a
         Subaccount  from one Valuation  Period to the next.  The Net Investment
         Factor for any  Subaccount  for any  Valuation  Period is determined by
         dividing 1 by 2 and subtracting 3 from the result, where:

         1.       is the result of:

                  a.       the Net Asset  Value Per Share of the Fund  held in 
                           the  Subaccount,  determined  at the end of the 
                           current Valuation Period; plus

                  b.       the per share  amount of any  dividend or capital 
                           gain  distributions  made by the Fund held in the 
                           Subaccount,  if the  "ex-dividend"  date occurs 
                           during the current Valuation Period; plus or minus

                  c.       a per share charge or credit for any taxes  reserved
                           for,  which is determined by Us to have resulted from
                           the operations of the Subaccount.

         2.       is the Net Asset  Value Per Share of the Fund held in the  
                  Subaccount,  determined  at the end of the last prior 
                  Valuation Period.

         3.       is a daily  factor  representing  the  mortality  and  expense
                  risk  charge for the type of Unit deducted from the Subaccount
                  adjusted for the number of days in the Valuation Period.


                          SECTION 7: THE FIXED ACCOUNT

7.1      FIXED POLICY VALUE - The Fixed Policy Value on any day is equal to:

         1.       aggregate Net Premium Payments allocated to the Fixed 
                  Account; plus

         2.       Policy Value transferred to the Fixed Account; plus

         3.       interest credited to the Fixed Account; less

         4.       any withdrawals  (including any applicable  surrender charges
                  deducted) or transfers  (including any applicable transfer 
                  charge deducted) from the Fixed Account; less

         5.       any surrender charges deducted in the event of a decrease in
                  Specified Amount; less

         6.      the portion of monthly deductions made from Fixed Policy Value.

7.2      INTEREST CREDITED - The Company guarantees that it will credit interest
         on Fixed Policy Value at an effective  annual rate of not less than the
         Minimum  Guaranteed  Interest  Rate shown on the Policy  Specifications
         page.  In its  discretion,  the  Company  may credit  interest at rates
         higher than the minimum guaranteed rate.
                                     - 16 -
<PAGE>

                  "Full-Year" Rates. Before the beginning of each calendar year,
                  the Company  publishes  an  effective  annual rate at which it
                  will credit  Fixed  Policy  Value under the  Policies for that
                  year.  Fixed  Policy  Values at the  beginning of the calendar
                  year  under  all  Policies  are  credited  with  that  rate of
                  interest for the entire calendar year.

                  "New-Money"  Rates.  The Company credits Net Premium  Payments
                  allocated to and Policy Value transferred to the Fixed Account
                  during a calendar  year with  interest at an effective  annual
                  rate in  effect on the date that the Net  Premium  Payment  is
                  received  at the  Service  Center or the date that as of which
                  the transfer is made. These amounts are credited with interest
                  at this rate until the end of the calendar  year.  The Company
                  publishes  this "new  money"  rate from time to time  during a
                  calendar  year  and may  change  the "new  money"  rate at its
                  discretion throughout any calendar year.

         For purposes of crediting interest, Policy Value deducted,  transferred
         or withdrawn from the Fixed  Account,  is accounted for on a "first-in,
         first-out" basis.


                           SECTION 8: FEES AND CHARGES

8.1      MONTHLY  DEDUCTION  - The  monthly  deduction  is a charge  made by the
         Company as of the Policy  Effective Date and every Monthly  Anniversary
         Day thereafter by reducing Subaccount Values (i.e.,  liquidating Units)
         and Fixed Policy Value in the proportion that each Subaccount Value and
         Fixed  Policy  Value  bears to  Policy  Value.  The  monthly  deduction
         consists of the monthly cost of insurance  charge,  the monthly  policy
         fee, the monthly  first-year issue fee (when  applicable),  the monthly
         Specified  Amount increase fee (when  applicable),  and the cost of any
         riders  (when  applicable).  The amounts of these fees are shown on the
         Policy Specifications page.

8.2      MONTHLY COST OF INSURANCE CHARGE - The monthly cost of insurance charge
         is computed at the beginning of each Policy month by subtracting 2 from
         1 and multiplying the result by 3, where:

         1.       is the  Death  Benefit  on the  first  day of the  Policy  
                  Month  divided  by 1 plus the  monthly equivalent of the
                  minimum guaranteed interest rate shown on the Policy 
                  Specifications page;

         2.       is the Policy Value  before  deduction of the monthly  policy
                  fee, the monthly  first-year  issue fee (when  applicable), 
                  the monthly  Specified  Amount increase fee (when  applicable)
                  and the cost of any riders (when applicable); and

         3.       is the cost of insurance rate as described below.

         The monthly cost of  insurance  charge is computed  separately  for the
         initial  Specified  Amount and for each  increment of Specified  Amount
         resulting  from  increases  in  Specified  Amount.  For the  purpose of
         computing the Net Amount at Risk,  Policy Value is  apportioned to each
         increment  of Specified  Amount on the basis of the relative  Guideline
         Annual Premium Payments for each such increment.
<PAGE>

8.3      COST OF INSURANCE  RATES - The monthly cost of insurance  rate is based
         on Policy duration,  the sex, Attained Age, issue age and risk class of
         the Insured. The issue age of the Insured will usually be different for
         each increase in Specified Amount.  The Company reviews monthly cost of
         insurance rates on an ongoing basis (at least once every 5 years) based
         on its  expectations  as to  future  mortality  experience,  investment
         earnings,  persistency, taxes and other expenses. Any change in cost of
         insurance  rates  is  determined  in  accordance  with  procedures  and
         standards on file with the insurance  department of the jurisdiction in
         which  this  Policy  is  delivered.  In  addition,  changes  in cost of
         insurance  rates are made on a uniform  basis for  Insureds of the same
         class as defined by sex, Attained Age, issue age, risk class and Policy
         duration.  The cost of  insurance  rates are never  greater  than those
         rates shown in the Table of Guaranteed  Maximum Cost of Insurance Rates
         in Policy Specifications page.

                                     - 17 -
<PAGE>
8.4      SALES  CHARGES  - The  Company  deducts a sales  charge  from the first
         Target  Premium  Payment  received  in each Policy Year as shown on the
         Policy  Specifications  page.  If the  Owner  increases  the  Specified
         Amount,  a Target  Premium  Payment is  established  for the  increase.
         Therefore,  there is a Target  Premium  Payment for each  increment  of
         Specified  Amount.  The Company  deducts the sales  charge shown on the
         Policy  Specifications  page from premium payments  attributable to the
         increase.  For purposes of computing and deducting  sales charges,  all
         premium  payments  made  after an  increase  in  Specified  Amount  are
         apportioned to each  increment of Specified  Amount on the basis of the
         relative Guideline Annual Premium Payments for each such increment.

8.5      SURRENDER  CHARGE  - If  the  Owner  surrenders  the  Policy,  makes  a
         withdrawal, decreases the Specified Amount or if the Policy Lapses, the
         Company  may  deduct  a  surrender   charge  as  shown  on  the  Policy
         Specifications  page.  If taken upon the  surrender of the Policy,  the
         surrender  charge reduces the amount  otherwise  paid to the Owner.  If
         taken  upon  Lapse of the  Policy,  the  amount  of the  charge  is not
         restored to Policy Value in the event that the Policy is reinstated. If
         taken upon a decrease in Specified Amount,  the charge is deducted from
         the  remaining  Policy  Value and reduces  the amount of any  remaining
         applicable  surrender charge.  If taken on a withdrawal,  the surrender
         charge is  deducted  from the  remaining  Policy  Value and reduces the
         amount of any remaining applicable  surrender charge.  Unless otherwise
         indicated  in the  request for a decrease  or a  withdrawal,  surrender
         charges  deducted in connection  with decreases in Specified  Amount or
         withdrawals  are taken from  Subaccount  Values and Fixed  Policy Value
         based on the proportion that each Subaccount Value and the Fixed Policy
         Value bear to the Policy Value before the deduction.

         If taken upon a decrease in Specified  Amount,  the surrender charge is
         the pro rata  portion of the total surrender  charge based on the ratio
         that the Specified  Amount decrease bears to the total Specified Amount
         before the decrease.  If taken upon a withdrawal,  the surrender charge
         is the  pro rata  portion of the total  surrender  charge  based on the
         ratio that the  withdrawn  amount  bears to the total  Surrender  Value
         before the withdrawal.

         The  surrender  charge  shown  on the  Policy  Specifications  page  is
         computed and assessed  separately for the initial  Specified Amount and
         for each increase in Specified Amount.  Only the sales charge component
         of the  surrender  charge,  however,  is  assessed  on an  increase  in
         Specified  Amount.  For purposes of computing  and  assessing the sales
         surrender charge  attributable to an increase in Specified Amount,  all
         premium  payments  made  after an  increase  in  Specified  Amount  are
         apportioned to each  increment of Specified  Amount on the basis of the
         relative  Guideline  Annual Premium  Payments for each such  increment.
         Likewise,  Policy Value is  apportioned  to each increment of Specified
         Amount on the basis of the relative  Guideline  Annual Premium Payments
         for each such increment. The sales surrender charge shown on the Policy
         Specifications  page applies to increases in Specified  Amount with the
         following adjustments:  (1) Target Premium Payment refers to the Target
         Premium  Payment for the increase,  (2) a number of Policy Years refers
         to the number of 12-month  periods  following the effective date of the
         increase,  and (3)  Guideline  Annual  Premium  Payment  refers  to the
         Guideline Annual Premium Payment for the increase.
<PAGE>

8.6      TRANSFER PROCESSING FEE - A number of transfers during each Policy Year
         are  free as shown  on the  Policy  Specifications  page.  The  Company
         reserves  the  right  to  assess  a  transfer  processing  fee for each
         transfer in excess of that number  during a Policy Year.  The amount of
         this fee is shown on the Policy  Specifications  page. For the purposes
         of  assessing  the transfer  processing  fee,  each  Written  Notice of
         transfer is considered to be one transfer,  regardless of the number of
         Subaccounts  affected by the transfer.  The transfer  processing fee is
         deducted from the amount being transferred.
                                     - 18 -

<PAGE>
                      SECTION 9: ALLOCATIONS AND TRANSFERS

9.1      ALLOCATION OF NET PREMIUM PAYMENTS - Net Premium Payments are allocated
         among and between the  Subaccounts and the Fixed Account as of the date
         that they are received at the Service  Center  according to the Owner's
         allocation  instructions in the application or in a subsequent  Written
         Notice.  Allocation  instructions  must be in whole percentages and the
         minimum  amount that the Company can allocate to any  Subaccount or the
         Fixed Account is shown on the Policy  Specifications  page as a percent
         of any Net Premium Payment. The Company reserves the right to establish
         additional limitations on premium payment allocations.

         The  Company  allocates  Net Premium  Payments  it receives  during the
         Cancellation  Period  (including  that  related to the Minimum  Initial
         Premium  Payment) which are to be allocated to any  Subaccount,  to the
         Money Market Subaccount for a period equal to the number of days in the
         Cancellation Period. At the end of this period, Money Market Subaccount
         Value is  reallocated  to each other  Subaccount  selected by the Owner
         based on the proportion that the Owner's allocation percentage bears to
         the Variable Policy Value.

9.2      TRANSFER  PRIVILEGE  - Before the  Maturity  Date while the  Insured is
         still  living  and the Policy is in force,  the Owner  may,  by Written
         Notice,   transfer all or part of any  Subaccount   Value  to  another
         Subaccount(s) (subject to its availability) or to the Fixed Account, or
         transfer  all or part  of  Fixed  Policy  Value  to any  Subaccount(s),
         (subject to its availability) subject to the following restrictions and
         the additional restrictions in section 9.3 below:

         1.       the  minimum  transfer  amount  is  shown  in the  Policy 
                  Specification  page  (or,  the  entire Subaccount Value or 
                  Fixed Policy Value, if less); and

         2.       a transfer  request that would reduce any Subaccount  Value or
                  the Fixed  Policy  Value below an amount  equal to the minimum
                  transfer  amount is  treated  as a  transfer  request  for the
                  entire Subaccount Value or Fixed Policy Value.

9.3      RESTRICTIONS  ON  TRANSFERS  FROM THE  FIXED  ACCOUNT  - The  Owner may
         transfer all or part of the Fixed Policy Value to a Subaccount, subject
         to the following restrictions:

         1.       Only one  transfer may be made each Policy Year from the Fixed
                  Account to one or more  Subaccounts  and this transfer must be
                  at least 12 calendar  months  after the most  recent  transfer
                  from the Fixed  Account.  An unused  transfer  option does not
                  carry over to the next year; and

         2.       the maximum  transfer  amount is 25% of the Fixed Policy Value
                  on the date of the  transfer,  unless  the  balance  after the
                  transfer is less than the minimum transfer amount shown on the
                  Policy Specifications page.

9.4      SPECIAL  TRANSFER  PRIVILEGE  -  During  the  first  24  Policy  Months
         following  the date that coverage  begins under the Policy,  Owners may
         make one  transfer  of the entire  Variable  Policy  Value to the Fixed
         Account  without  imposition  of  the  transfer  processing  fee or the
         transfer  counting as one of the 12 free  transfers  for a Policy Year.
         Likewise,  during the first 24 Policy  Months  following  the effective
         date of any Specified Amount increase,  Owners may make one transfer of
         that portion of the Variable Policy Value  attributable to the increase
         to the Fixed Account without imposition of the transfer  processing fee
         or the transfer  counting as one of the 12 free  transfers for a Policy
         Year.

                                     - 19 -

<PAGE>
                      SECTION 10: SURRENDER AND WITHDRAWALS

10.1     SURRENDERS  - At any time  while the  Insured  is still  living and the
         Policy  is in force  prior to the  Maturity  Date,  the Owner  may,  by
         Written  Notice,  surrender it for its Surrender  Value. A surrender is
         effective as of the date on which a Written Notice requesting surrender
         is received at the Service Center.  If the Owner  surrenders the Policy
         during  the  first  14  Policy  Years,  or the  first 14  Policy  Years
         following  an increase in Specified  Amount,  the Company will deduct a
         surrender  charge  as  shown  on the  Policy  Specifications  page  and
         described  in section 8.4 above.  Once the Policy is  surrendered,  all
         coverage and other benefits under it cease and it cannot be reinstated.

10.2     WITHDRAWALS  - After the first Policy Year,  while the Insured is still
         living and the Policy is in force prior to the Maturity  Date, an Owner
         may, by Written  Request,  withdraw any part of the Surrender  Value of
         the Policy, subject to certain conditions. A withdrawal is effective as
         of the date on which a Written Notice requesting withdrawal is received
         at the Service Center.  As of that date, Policy Value is reduced by the
         amount of the withdrawal  plus any  applicable  surrender  charge.  The
         minimum withdrawal amount is shown on the Policy  Specifications  page.
         If the Owner has  selected  Death  Benefit  Option 1 (as  described  in
         section  5.2),  the  Company  will reduce the  Specified  Amount by the
         amount of the withdrawal plus any surrender charge  deduction.  In this
         event,  Specified Amount reductions are effected as provided in section
         12.4.

         Unless  otherwise  indicated  in the  request for  withdrawal,  amounts
         withdrawn and surrender charges deducted in connection with withdrawals
         are taken from  Subaccount  Values and Fixed  Policy Value based on the
         proportion that each  Subaccount  Value and the Fixed Policy Value bear
         to Policy Value.  If the Owner requests a decrease in Specified  Amount
         or requests a change in the Death Benefit Option as of the same date as
         a  withdrawal  request,  then the  withdrawal  is  effected  after  the
         decrease in Specified Amount or change in Death Benefit Option.

         Notwithstanding the foregoing, the Company reserves the right to reject
         a withdrawal request if the request would cause the Specified Amount to
         be  reduced  below the  minimum  Specified  Amount  shown on the Policy
         Specifications page. Likewise, the Company reserves the right to reject
         a withdrawal  request if the request  would cause the Policy to fail to
         qualify as a life  insurance  contract under the Code or regulations or
         rulings thereunder, as interpreted by the Company.


                                SECTION 11: LOANS

11.1     BORROWING  PRIVILEGE - At any time prior to the Maturity Date while the
         Insured is still  living and the Policy is in force,  the Owner may, by
         Written  Notice,  borrow money from the Company using the Policy as the
         sole security for the loan  provided that (a) a written loan  agreement
         is  signed  by the  Owner,  and (b)  the  Owner  makes  a  satisfactory
         assignment  of the Policy to the  Company.  In taking a loan,  an Owner
         must  borrow at least  the  minimum  loan  amount  shown on the  Policy
         Specifications page. The maximum amount that an Owner may borrow is 90%
         of the Surrender Value of the Policy as of the date of the loan.

11.2     INTEREST  CHARGED ON BORROWED AMOUNTS - The Company charges interest on
         amounts  borrowed by Owners.  The  interest  rate charged is the Policy
         loan  interest rate shown on the Policy  Specifications  page and is an
         effective  annual rate compounded  annually on the Policy  Anniversary.
         Interest  is charged  in  arrears  from the date of the loan and is due
         from Owners on each Policy  Anniversary  for the prior Policy Year.  If
         the  Owner  does not pay such  interest  when  due,  the  amount of the
         interest is added to the outstanding Loan Amount. Thus, unpaid interest
         is charged interest during the ensuing Policy Year.
<PAGE>

         For  Policies in the 11th Policy Year or later,  the Company  charges a
         lower preferred  effective annual interest rate on amounts borrowed [up
         to an amount equal to Policy Value less aggregate premium payments made
         to date].  The  interest  rate  charged is the  preferred  Policy  loan
         interest  rate  shown  on  the  Policy  Specifications  page  and is an
         effective annual rate compounded annually on the Policy Anniversary.

                                     - 20 -
<PAGE>

11.3     COLLATERAL  FOR LOANS - When the  Company  makes a loan to  Owners,  it
         transfers an amount of Cash Value  sufficient to secure the loan out of
         the Subaccounts and the Fixed Account and into the Loan Account. Owners
         may specify how this transferred Cash Value is allocated from among the
         Subaccount  Values  and the Fixed  Policy  Value.  If an Owner does not
         specify the allocation,  the Company makes the allocation  based on the
         proportion that each  Subaccount  Value and the Fixed Policy Value bear
         to the Cash Value as of the date that the  transfer is made.  If unpaid
         interest is due from an Owner on a Policy  Anniversary  and is added to
         the Loan  Amount,  Cash  Value in the  amount of the  interest  also is
         transferred to the Loan Account as of that Anniversary.  The Cash Value
         transferred in connection with unpaid interest is allocated on the same
         basis  as other  Cash  Value  transferred  by the  Company  to the Loan
         Account.

         Loan Account Value is recalculated when:

         1.       interest is added to the Loan Amount;

         2.       a loan repayment is made; and

         3.       a new loan is made under Policy.

11.4     INTEREST  CREDITED  TO THE LOAN  ACCOUNT  - The  Company  credits  Loan
         Account  Value with  interest at an effective  annual rate shown on the
         Policy Specifications page. On each Policy Anniversary, interest earned
         on Loan Account Value since the preceding Anniversary is transferred to
         the  Subaccounts  and the Fixed  Account.  Unless  the Owner  specifies
         otherwise, such transfers are allocated in the same manner as transfers
         of collateral to the Loan Account.

11.5     LAPSE DUE TO  OUTSTANDING  LOANS - If Loan Account  Value  exceeds Cash
         Value,  then the Owner must make either a loan  repayment  or a premium
         payment  sufficient  to raise the Cash Value or lower the Loan  Account
         Value so that Cash Value  exceeds the Loan Account  Value.  The Company
         will send the Owner and any assignee of record a notice  indicating the
         amount  that must be paid.  If payment is not  received  at the Service
         Center within 30 days of the notice being mailed, the Grace Period will
         begin as provided in section 4.5. If the Grace Period  expires  without
         the payment being made, then the Policy Lapses.

11.6     REPAYMENT  OF LOANS - The Owner may repay a loan or repay any part of a
         loan at any time while the Insured is still living and the Policy is in
         force prior to the Maturity Date. Upon repayment of any part of a loan,
         Loan Account Value in an amount equal to the payment is  transferred to
         the  Subaccounts  and the Fixed Account as of the date that the payment
         is  received  at  the  Service  Center.   Unless  the  Owner  specifies
         otherwise,  the amount  transferred  is allocated  among or between the
         Subaccounts and the Fixed Account  according to the Owner's  allocation
         instructions for Net Premium Payments in effect at that time.


                           SECTION 12: POLICY CHANGES

12.1     GENERAL  -  By  Written  Notice  and  subject  to  the  conditions  and
         restrictions  explained below, the Owner may make any of the changes to
         the Policy described in this section.
<PAGE>

12.2     INCREASE  OF  SPECIFIED  AMOUNT - After the first  Policy  Anniversary,
         while the  Insured is living  and the  Policy is in force  prior to the
         Maturity Date, the Owner may submit a supplemental  application  for an
         increase  in  Specified  Amount.   The  Company  requires  evidence  of
         insurability  before  agreeing to an increase in  Specified  Amount and
         may, depending upon the circumstances,  also require additional premium
         payments or the  repayment  of part or all of any Loan Amount under the
         Policy.  The Insured's Attained Age at the time of the increase may not
         exceed the maximum  age at which the Company  would issue a new Policy.
         The amount of any  requested  increase in  Specified  Amount must be at
         least  the  minimum  specified  amount  increase  shown  on the  Policy
         Specifications  page and not more than the amount  that would  increase
         the total Specified Amount above the maximum specified amount for which
         the Company would issue a new Policy.

                                     - 21 -
<PAGE>

         An  increase  in  Specified  Amount  causes an  increase in the Minimum
         Monthly Premium Payment. Each increase in Specified Amount has a Target
         Premium Payment and a Guideline Annual Premium Payment  associated with
         it.

         Any increase in  Specified  Amount is effective as of the date that the
         Company  approves  it. Each  increase in  Specified  Amount  creates an
         increment  of  Specified  Amount to which a portion of Policy  Value is
         thereafter  attributed  for the purpose of  computing  sales  surrender
         charges,  the Net  Amount  at Risk and the  monthly  cost of  insurance
         charge. An additional  monthly cost of insurance charge is deducted for
         each additional  increment in Specified Amount. This additional cost of
         insurance  charge is deducted  from Policy  Value  attributable  to the
         increase in Specified  Amount.  Each increase in Specified  Amount also
         results in additional surrender charges. After an increase in Specified
         Amount,  the  Company  will  send  the  Owner  a  supplemental   Policy
         Specifications  page showing the effective  date of the  increase,  the
         monthly cost of insurance  charge for the  increase,  additional  sales
         surrender  charges  arising as a result of the increase and any changes
         to premium  payment  information  from the previous or original  Policy
         Specifications page.

12.3     CANCELLATION  PERIOD IN CONNECTION WITH AN INCREASE IN SPECIFIED AMOUNT
         -The cancellation  provision on the cover of this Policy applies to any
         increase in Specified  Amount  except that when no  additional  premium
         payments are required  for an increase,  only the monthly  deduction(s)
         for the  increase  made  before the  cancellation  is  refunded  if the
         increase is cancelled.

12.4     DECREASE  OF  SPECIFIED  AMOUNT - After the first  Policy  Anniversary,
         while the  Insured is still  living and the Policy is in force prior to
         the  Maturity  Date,  the Owner may by Written  Request,  decrease  the
         Specified  Amount.  The amount of any  requested  decrease in Specified
         Amount must be at least the minimum  specified amount decrease shown on
         the Policy  Specifications  page and not be more than the  amount  that
         would decrease the total Specified  Amount below the Minimum  Specified
         Amount shown on the Policy Specification page. Specified Amount may not
         be decreased where, to do so, would cause Surrender Value to fall below
         zero. Any decrease becomes effective on the Monthly  Anniversary Day on
         or next following the date that the Company accepts the request for the
         decrease.  The decrease is first  applied to reduce prior  increases in
         Specified Amount in the reverse order in which they occurred. After all
         prior increases in Specified Amount have been eliminated, a decrease is
         applied to reduce the initial Specified Amount.

         A  decrease  of  Specified  Amount may  result in the  imposition  of a
         surrender  charge.  In this event,  the charge is deducted  from Policy
         Value as of the effective date of the decrease. A decrease in Specified
         Amount causes a decrease in the Minimum  Monthly Premium Payment and in
         the  Target  Premium  Payment  and  Guideline  Annual  Premium  Payment
         associated  with the  increment  of Specified  Amount being  decreased.
         After a decrease in Specified Amount, the Company will send the Owner a
         supplemental  Policy  Specifications page showing the effective date of
         the decrease,  the monthly cost of insurance charge after the decrease,
         surrender  charges deducted as a result of the decrease and any changes
         to  premium   payment   information   from  the  previous  or  original
         Specifications page.

         The  Company  reserves  the right to deny a request  for a decrease  in
         Specified  Amount for 12 months  following  an  increase  in  Specified
         Amount and to limit  decreases  in  Specified  Amount to one per Policy
         Year.
<PAGE>

12.5     CHANGE OF DEATH  BENEFIT  OPTION - After the first Policy  Anniversary,
         while the  Insured is still  living and the Policy is in force prior to
         the Maturity  Date, the Owner may request a change in the Death Benefit
         Option. A Death Benefit Option change becomes  effective on the Monthly
         Anniversary  Day on or next following the date that the Company accepts
         a request for the change.  The  Company  reserves  the right to require
         satisfactory proof of insurability  before permitting a change in Death
         Benefit  Options.  After a change in Death Benefit Option,  the Company
         will send the Owner a supplemental  Policy  Specifications page showing
         the new Death Benefit and Specified Amount.


                                     - 22 -
<PAGE>
                              SECTION 13: PAYMENTS

13.1     PAYMENT  OF  BENEFITS - The  Company  usually  pays the  amounts of any
         surrender,  withdrawals,  Death Benefit Proceeds, or settlement options
         within seven  business  days after  receipt of all  applicable  Written
         Notices and/or Due Proofs of Death.  However,  the Company can postpone
         such payments if:

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

         2.       the  SEC  permits, by  an  order, the  postponement  for the
                  protection of Owners; or

         3.       the SEC determines  that an emergency  exists that would make
                  the  disposal of securities  held in the  Variable Account or 
                  the determination of  their value not reasonably practicable.

         If a recent  check or draft has been  submitted,  the  Company  has the
         right  to defer  payment  of  surrenders,  withdrawals,  Death  Benefit
         Proceeds,  or payments  under a  settlement  option until such check or
         draft has been honored.

         The  Company  has  the  right  to  defer  payment  of  any   surrender,
         withdrawal, or transfer of Fixed Policy Value for up to six months from
         the date of receipt of Your Written Notice.

13.2     INTEREST  ON DELAYED  PAYMENTS - The  Company  pays  interest on  the 
         amount of any payment  that  is delayed  pursuant to  section 13.1 of 
         this Policy:

         1.       within  30  days  after  the  payment  becomes  payable;  or

         2.       within  the  time required by the applicable jurisdiction, if
                  less than 30 days.

         Such interest accrues from the date that the payment becomes payable to
         the date of payment,  but not for more than one year, at an annual rate
         of 3%, or the rate and time required by law, if greater.


                         SECTION 14: SETTLEMENT OPTIONS

14.1     PAYMENT  OF  BENEFITS   OR  VALUES  -  The   Company   pays  Owners  or
         Beneficiaries (or Contingent Beneficiaries), as appropriate, the amount
         of any  surrender,  withdrawal or Death Benefit  Proceeds in a lump sum
         unless the Owner has, by Written Notice, selected one of the settlement
         options  described  below.  If the amount  being paid by the Company is
         less than  $5,000,  however,  payment  is only  made in a lump sum.  In
         addition,  if the  Owner or  Beneficiary  (or  Contingent  Beneficiary)
         receiving  payment is an  executor,  administrator,  trustee,  or not a
         natural  person,  payment  is made in a lump  sum  unless  the  Company
         specifically consents to payment under one of the settlement options.

         Owners may elect a settlement  option for payment of the Death  Benefit
         Proceeds  in lieu of a lump sum, at any time while the Insured is still
         living and before the Maturity Date while the Policy is in force. If no
         election is made by the Owner before the Insured's  death,  then,  upon
         the Insured's  death,  the Beneficiary (or Contingent  Beneficiary) may
         elect a settlement  option before the Death Benefit  Proceeds are paid.
         The Owner may elect to receive the  Surrender  Value of a Policy or the
         amount of a withdrawal  in the form of a settlement  option at any time
         before  the  payment  of the  Surrender  Value or  withdrawal.  For the
         purposes of this section 14, "Payee" means Owner(s) or Beneficiary(ies)
         (or Contingent Beneficiary), as appropriate.
<PAGE>

14.2     FREQUENCY  OF  PAYMENTS - If  settlement  option 1,2 or 3 is  selected,
         payments will be made every 1 year, 6 months, 3 months, or every month.
         The  Payee  must  specify  the  payment   frequency  when  selecting  a
         settlement  option.  If  settlement  option  4,  5,  or 6 is  selected,
         payments  will be made  monthly.  If payment  under any option would be
         less than $50.00,  the Company will adjust the frequency of payments so
         that each payment is at least $50.00.

                                     - 23 -
<PAGE>

14.3     FIRST PAYMENT - Depending on the payment frequency selected,  the first
         payment  under  settlement  option 1 is made as of 1 year, 6 months,  3
         months, 1 month from the date of the Insured's death.  Depending on the
         payment  frequency  selected  and subject to section 13 of this Policy,
         the first  payment  under  settlement  option 1 is made as of 1 year, 6
         months,  3 months,  1 month from the effective date of any surrender or
         withdrawal.  The first  payment  under any other  settlement  option is
         made,  subject  to  section  13 of this  Policy,  as of the date of the
         Insured's death or the effective date of any surrender or withdrawal.

14.4     BETTERMENT  OF RATES - If,  under  settlement  options  4, 5, or 6, the
         Company's  regular annuity  purchase rates on the date of the Insured's
         death or the effective  date of any  surrender or  withdrawal  are more
         favorable  than  those upon  which  options  4, 5, or 6 are based,  the
         Company shall compute  payments using the regular  annuity  rates.  The
         Company will furnish  information  about the regular annuity rates upon
         request.

14.5     PAYMENT  OPTION  RATE  TABLES - The  amount of  the  monthly  payments
         per $1,000  applied is shown in these tables.

14.6     DEATH OF  PAYEE -  Unless  instructed  otherwise  at the time  that the
         settlement  payment  option is selected,  at the death of the Payee the
         Company pays the amounts below in a lump sum to the Payee's estate:

         1.       Under  settlement  payment  option 1, the  amount  left  on 
                  deposit  with the Company to  accumulate interest.

         2.       Under settlement payment option 2, 3, or 5, the commuted value
                  of the amount  payable at the Payee's death as provided  under
                  the option  selected.  The commuted value is based on interest
                  at the rate that would have been used to compute  the first of
                  the remaining payments under that option.

14.7     OPTION 1,  INTEREST  PAYMENTS  - The  Company  holds the Death  Benefit
         Proceeds  (or the  Surrender  Value or the amount of a  withdrawal)  as
         principal and pays  interest to the Payee.  The interest rate is 3% per
         year  compounded  annually.  The Company pays interest  every 1 year, 6
         months,  3 months or 1 month,  as  specified at the time this option is
         selected.  At the  death  of the  Payee,  the  value  of the  remaining
         payments are paid as stated in section 14.6.

14.8     OPTION 2,  PAYMENTS OF A SPECIFIED  AMOUNT - The Company pays the Death
         Benefit Proceeds (or the Surrender Value or the amount of a withdrawal)
         in equal  payments  every 1 year,  6 months,  3 months or 1 month.  The
         amount and  frequency  of the  payments is  specified  at the time this
         option  is  selected.  After  each  payment,  interest  is added to the
         remaining  amount applied under this option that has not yet been paid.
         The interest rate is 3% per year compounded annually. Payments are made
         to the Payee  until the amount  applied  under this  option,  including
         interest,  is exhausted.  The total of the payments made each year must
         be at least 5% of the amount  applied  under this option.  If the Payee
         dies before the amount applied is exhausted, the Company pays the value
         of the remaining payments as stated in section 14.6.

14.9     ADDITIONAL INTEREST EARNINGS - The Company may pay interest at rates in
         excess of the rates guaranteed in settlement payment options 1 and 2.
<PAGE>

14.10    OPTION 3, PAYMENTS FOR A SPECIFIED  PERIOD - The Company pays the Death
         Benefit Proceeds (or the Surrender Value or the amount of a withdrawal)
         in equal payments for the number of years  specified when the option is
         selected.  Payments  are made  every 1 year,  6  months,  3 months or 1
         month,  as specified  when the option is  selected.  The amount of each
         settlement  payment for each $1,000  applied under this option is shown
         in the tables 1 and 2. These amounts are calculated at an interest rate
         of 3% per year  compounded  annually.  If the  Payee  dies  before  the
         expiration of the specified number of years, the Company pays the value
         of the remaining payments as stated in section 14.6.

                                     - 24 -
<PAGE>

14.11    OPTION 4, LIFE  ANNUITY - The  Company  makes  monthly  payments to the
         Payee for as long as he or she  lives.  The  amount of each  settlement
         payment for each $1,000  applied  under this option is shown in table 3
         below.

14.12    OPTION 5, LIFE ANNUITY WITH PERIOD  CERTAIN - The Company makes monthly
         payments to the Payee for as long as the Payee lives.  At the time this
         option is  selected,  a period  certain  of 5, 10, 15, or 20 years must
         also be selected. If the Payee dies before the specified period certain
         ends, the payments to the Payee's estate will continue until the end of
         the  specified  period as provided in section  14.6.  The amount of the
         monthly payments therefore depends on the period certain selected.  The
         amount of each settlement  payment for each period certain available is
         shown in tables 4 and 5 below.  The  amounts  shown are for each $1,000
         applied under this option.  If at any age the amount of the payments is
         the same for two or more  periods  certain,  payment will be made as if
         the longest period certain was selected.

14.16    OPTION 6,  JOINT  LIFE AND  SURVIVORSHIP  ANNUITY - The  Company  makes
         monthly  payments to two Payees while both are living.  After the death
         of either  Payee,  payments  continue to the other Payee for as long as
         the other Payee lives.  The amount of each settlement  payment for each
         $1,000 applied under this option is shown in tables 6 and 7 below.

                                     - 25 -
<PAGE>

<TABLE>
<CAPTION>

                            
                                     Table 1

<S>           <C>               <C>        <C>           <C>           <C>         <C>           <C>         <C>

|===========|===========================|=============|========================|===========|====================|
|   Number  | Amount of Installments    |   Number    |      Amount of         |   Number  |      Amount of     |
|  of Years |                           |  of Years   |     Installments       |  of Years |    Installments    |
| Specified |                           | Specified   |                        | Specified |                    |
|           |---------------|-----------|             |-----------|------------|           |----------|---------|
|           |   Annual      |   S.A.    |             | Annual    |   S.A.     |           | Annual   |   S.A.  |
|-----------|---------------|-----------|-------------|-----------|------------|-----------|----------|---------|
|     1     |     $1,000.00 |   $503.70 |     9       |   $124.69 |     $62.81 |     17    |   $73.74 |  $37.14 |
|     2     |        507.39 |    255.57 |     10      |    113.82 |      57.33 |     18    |    70.59 |   35.56 |
|     3     |        343.23 |    172.89 |     11      |    104.93 |      52.85 |     19    |    67.78 |   34.14 |
|     4     |        261.19 |    131.56 |     12      |     97.54 |      49.13 |     20    |    65.26 |   32.87 |
|     5     |        211.99 |    106.78 |     13      |     91.29 |      45.98 |     25    |    55.76 |   28.08 |
|     6     |        179.22 |     90.27 |     14      |     85.95 |      43.29 |     30    |    49.53 |   24.95 |
|     7     |        155.83 |     78.49 |     15      |     81.33 |      40.96 |           |          |         |
|     8     |        138.31 |     69.67 |     16      |     77.29 |      38.93 |           |          |         |
|===========|===============|===========|=============|===========|============|===========|==========|=========|
                                                                                                                           
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                       Table 2
<S>         <C>            <C>          <C>          <C>          <C>         <C>         <C>         <C>

|==========|===========================|============|=========================|==========|=========================|
| Number   | Amount of Installments    |   Number   |        Amount of        | Number   |       Amount of         |
|of Years  |                           |  of Years  |      Installments       |of Years  |      Installments       |
|Specified |                           | Specified  |                         |Specified |                         |
|          |--------------|------------|            |-------------|-----------|          |------------|------------|
|          | Quarterly    |  Monthly   |            | Quarterly   |  Monthly  |          |Quarterly   |  Monthly   |
|----------|--------------|------------|------------|-------------|-----------|----------|------------|------------|
|    1     |      $252.78 |     $84.47 |     9      |      $31.52 |     $10.53|   17     |     $18.64 |       $6.23|
|    2     |       128.26 |      42.86 |     10     |       28.77 |       9.61|   18     |      17.84 |        5.96|
|    3     |        86.76 |      28.99 |     11     |       26.52 |       8.86|   19     |      17.13 |        5.73|
|    4     |        66.02 |      22.06 |     12     |       24.66 |       8.24|   20     |      16.50 |        5.51|
|    5     |        53.59 |      17.91 |     13     |       23.08 |       7.71|   25     |      14.09 |        4.71|
|    6     |        45.30 |      15.14 |     14     |       21.73 |       7.26|   30     |      12.52 |        4.18|
|    7     |        39.39 |      13.16 |     15     |       20.56 |       6.87|          |            |            |
|    8     |        34.96 |      11.68 |     16     |       19.54 |       6.53|          |            |            |
|==========|==============|============|============|=============|===========|==========|============|============|
                                                                                                                           
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        
                                    
                                                       Table 3    
<S>          <C>        <C>        <C>          <C>       <C>          <C>       <C>        <C>
                                                                                                      
|======================|===========|======================|============|====================|===========|
|          Age         |  Option 4 |         Age          | Option 4   |          Age       | Option 4  |
|       of Payee*      |  Monthly  |      of Payee*       | Monthly    |       of Payee*    | Monthly   |
|                      |  Life     |                      |   Life     |                    |   Life    |
|                      |  Annuity  |                      | Annuity    |                    | Annuity   |
|-----------|----------|           |-----------| ---------|            |---------| ---------|           |
|   Male    |  Female  |           |  Male     |   Female |            |   Male  |   Female |           |
|-----------|----------|-----------|-----------| ---------|------------|---------| ---------|-----------|
|  16 and   |   21 and |           |   39      |     44   |      $3.78 |    63   |     68   |      $6.39|
|  under    |    under |     $3.02 |   40      |     45   |       3.83 |    64   |     69   |       6.61|
|    17     |     22   |      3.04 |   41      |     46   |       3.89 |    65   |     70   |       6.84|
|    18     |     23   |      3.06 |   42      |     47   |       3.95 |    66   |     71   |       7.08|
|    19     |     24   |      3.08 |   43      |     48   |       4.02 |    67   |     72   |       7.35|
|    20     |     25   |      3.10 |   44      |     49   |       4.09 |    68   |     73   |       7.63|
|    21     |     26   |      3.12 |   45      |     50   |       4.16 |    69   |     74   |       7.94|
|    22     |     27   |      3.15 |   46      |     51   |       4.24 |    70   |     75   |       8.27|
|    23     |     28   |      3.17 |   47      |     52   |       4.32 |    71   |     76   |       8.59|
|    24     |     29   |      3.19 |   48      |     53   |       4.40 |    72   |     77   |       8.91|
|    25     |     30   |      3.22 |   49      |     54   |       4.94 |    73   |     78   |       9.23|
|    26     |     31   |      3.25 |   50      |     55   |       4.58 |    74   |     79   |       9.55|
|    27     |     32   |      3.28 |   51      |     56   |       4.68 |    75   |     80   |       9.89|
|    28     |     33   |      3.32 |   52      |     57   |       4.78 |    76   |     81   |      10.36|
|    29     |     34   |      3.35 |   53      |     58   |       4.88 |    77   |     82   |      10.83|
|    30     |     35   |      3.38 |   54      |     59   |       5.00 |    78   |     83   |      11.30|
|    31     |     36   |      3.42 |   55      |     60   |       5.11 |    79   |     84   |      11.77|
|    32     |     37   |      3.46 |   56      |     61   |       5.24 |    80   |     85   |      12.25|
|    33     |     38   |      3.50 |   57      |     62   |       5.38 |    81   |     and  |      12.92|
|    34     |     39   |      3.54 |   58      |     63   |       5.52 |    82   |    over  |      13.59|
|    35     |     40   |      3.58 |   59      |     64   |       5.67 |    83   |          |      14.26|
|    36     |     41   |      3.63 |   60      |     65   |       5.83 |    84   |          |      14.93|
|    37     |     42   |      3.67 |   61      |     66   |       6.01 |    85   |          |      15.62|
|    38     |     43   |      3.72 |   62      |     67   |       6.19 |   and   |          |           |
|           |          |           |           |          |            |   over  |          |           |
|===========|==========|===========|===========| =========|============|=========| =========|===========|
                                                           

</TABLE>
________________________________
*  Use the payee's age nearest the date of the Insured's death or the date of 
any surrender for cash value, whichever applies.
<PAGE>
<TABLE>
<CAPTION>

                                                       Table 4
 
<S>        <C>       <C>     <C>        <C>       <C>       <C>     <C>    <C>      <C>       <C>     <C>   

|===================|==================|===================|===============|==================|===============|
|                   |  Number of       |                   |  Number Of    |                  |Number of      |
|        Age        |    Years         |       Age         |    Years      |          Age     |  Years        |
|     of Payee*     |  Specified       |    of Payee*      |   Specified   |        of Payee* |Specified      |
|=========|---------|-------| ---------| --------| --------|--------|------|--------|---------|-------|-------|
|  Male   | Female  |  5    |    10    |  Male   |   Female|   5    |10    | Male   |Female   |  5    | 10    |
|=========|---------|-------| ---------| --------| --------|--------|------|--------|---------|-------|-------|
| 16 and  | 21 and  |       |          |   39    |     44  |  $3.78 |$3.77 |  63    |  68     | $6.30 | $6.03 |
|         |         |       |          |         |         |        |      |        |         |       |       |
| under   |  under  | $3.02 |    $3.02 |   40    |     45  |   3.83 | 3.82 |  64    |  69     |  6.50 |  6.19 |
|   17    |   22    |  3.04 |     3.04 |   41    |     46  |   3.89 | 3.87 |  65    |  70     |  6.71 |  6.36 |
|   18    |   23    |  3.06 |     3.06 |   42    |     47  |   3.95 | 3.93 |  66    |  71     |  6.94 |  6.53 |
|   19    |   24    |  3.08 |     3.08 |   43    |     48  |   4.01 | 3.99 |  67    |  72     |  7.18 |  6.70 |
|   20    |   25    |  3.10 |     3.10 |   44    |     49  |   4.08 | 4.06 |  68    |  73     |  7.43 |  6.88 |
|   21    |   26    |  3.12 |     3.12 |   45    |     50  |   4.15 | 4.13 |  69    |  74     |  7.71 |  7.07 |
|   22    |   27    |  3.15 |     3.15 |   46    |     51  |   4.23 | 4.20 |  70    |  75     |  8.00 |  7.26 |
|   23    |   28    |  3.17 |     3.17 |   47    |     52  |   4.31 | 4.27 |  71    |  76     |  8.29 |  7.45 |
|   24    |   29    |  3.20 |     3.20 |   48    |     53  |   4.39 | 4.35 |  72    |  77     |  8.58 |  7.64 |
|   25    |   30    |  3.23 |     3.23 |   49    |     54  |   4.47 | 4.43 |  73    |  78     |  8.86 |  7.83 |
|   26    |   31    |  3.26 |     3.25 |   50    |     55  |   4.56 | 4.51 |  74    |  79     |  9.15 |  8.01 |
|   27    |   32    |  3.29 |     3.28 |   51    |     56  |   4.66 | 4.60 |  75    |  80     |  9.44 |  8.20 |
|   28    |   33    |  3.32 |     3.31 |   52    |     57  |   4.76 | 4.69 |  76    |  81     |  9.79 |  8.37 |
|   29    |   34    |  3.35 |     3.35 |   53    |     58  |   4.86 | 4.79 |  77    |  82     | 10.14 |  8.54 |
|   30    |   35    |  3.38 |     3.38 |   54    |     59  |   4.97 | 4.89 |  78    |  83     | 10.49 |  8.70 |
|   31    |   36    |  3.42 |     3.42 |   55    |     60  |   5.09 | 4.99 |  79    |  84     | 10.84 |  8.84 |
|   32    |   37    |  3.46 |     3.45 |   56    |     61  |   5.21 | 5.10 |  80    |  85     | 11.19 |  8.98 |
|   33    |   38    |  3.50 |     3.49 |   57    |     62  |   5.34 | 5.22 |  81    | and     | 11.60 |  9.10 |
|   34    |   39    |  3.54 |     3.53 |   58    |     63  |   5.47 | 5.34 |  82    | over    | 12.01 |  9.20 |
|   35    |   40    |  3.58 |     3.57 |   59    |     64  |   5.62 | 5.46 |  83    |         | 12.42 |  9.29 |
|   36    |   41    |  3.62 |     3.62 |   60    |     65  |   5.77 | 5.60 |  84    |         | 12.83 |  9.37 |
|   37    |   42    |  3.67 |     3.67 |   61    |     66  |   5.94 | 5.73 |  85    |         | 13.22 |  9.42 |
|   38    |   43    |  3.72 |     3.71 |   62    |     67  |   6.11 | 5.88 | and    |         |       |       |
|         |         |       |          |         |         |        |      | over   |         |       |       |
|=========|=========|=======| =========| ========| ========|========|======|========|=========|=======|=======|       
</TABLE>
                                                               
____________________________
* Use the Payee's age nearest the date of the Insured's death or the date of any
surrender or withdrawal.
<PAGE>
<TABLE>
<CAPTION>

                                                       Table 5
 
<S>         <C>     <C>      <C>    <C>     <C>       <C>    <C>     <C>     <C>       <C>      <C>    

|===================|==============|=================|==============|==================|===============|
|                   |   Number of  |                 |   Number Of  |                  |   Number of   |
|        Age        |     Years    |         Age     |     Years    |       Age        |     Years     |
|     of Payee*     |   Specified  |      of Payee*  |   Specified  |    of Payee*     |   Specified   |
|---------|---------|-------|------|-------|---------|------|-------|--------|---------|-------|=======|
|  Male   |Female   | 15    |20    |Male   |Female   | 15   |20     | Male   |Female   |  15   | 20    |
|---------|---------|-------|------|-------|---------|------|-------|--------|---------|-------|=======|
| 16 and  |21 and   |       |      | 39    |  44     |$3.74 | $3.71 |  63    |  68     | $5.62 | $5.12 |
|         |         |       |      |       |         |      |       |        |         |       |       |
| under   |under    | $3.01 |$3.01 | 40    |  45     | 3.79 |  3.75 |  64    |  69     |  5.72 |  5.17 |
|   17    |  22     |  3.03 | 3.03 | 41    |  46     | 3.84 |  3.80 |  65    |  70     |  5.83 |  5.22 |
|   18    |  23     |  3.05 | 3.05 | 42    |  47     | 3.90 |  3.85 |  66    |  71     |  5.93 |  5.27 |
|   19    |  24     |  3.07 | 3.07 | 43    |  48     | 3.96 |  3.90 |  67    |  72     |  6.03 |  5.31 |
|   20    |  25     |  3.10 | 3.09 | 44    |  49     | 4.02 |  3.95 |  68    |  73     |  6.13 |  5.35 |
|   21    |  26     |  3.12 | 3.11 | 45    |  50     | 4.08 |  4.01 |  69    |  74     |  6.22 |  5.38 |
|   22    |  27     |  3.14 | 3.14 | 46    |  51     | 4.14 |  4.06 |  70    |  75     |  6.31 |  5.41 |
|   23    |  28     |  3.17 | 3.16 | 47    |  52     | 4.21 |  4.12 |  71    |  76     |  6.39 |  5.43 |
|   24    |  29     |  3.19 | 3.19 | 48    |  53     | 4.28 |  4.18 |  72    |  77     |  6.47 |  5.45 |
|   25    |  30     |  3.22 | 3.21 | 49    |  54     | 4.35 |  4.24 |  73    |  78     |  6.54 |  5.47 |
|   26    |  31     |  3.25 | 3.24 | 50    |  55     | 4.42 |  4.30 |  74    |  79     |  6.60 |  5.48 |
|   27    |  32     |  3.28 | 3.27 | 51    |  56     | 4.50 |  4.36 |  75    |  80     |  6.65 |  5.49 |
|   28    |  33     |  3.31 | 3.30 | 52    |  57     | 4.58 |  4.42 |  76    |  81     |  6.70 |  5.50 |
|   29    |  34     |  3.34 | 3.33 | 53    |  58     | 4.66 |  4.49 |  77    |  82     |  6.74 |  5.51 |
|   30    |  35     |  3.37 | 3.36 | 54    |  59     | 4.75 |  4.55 |  78    |  83     |  6.77 |  5.51 |
|   31    |  36     |  3.40 | 3.39 | 55    |  60     | 4.83 |  4.62 |  79    |  84     |  6.80 |  5.51 |
|   32    |  37     |  3.44 | 3.43 | 56    |  61     | 4.92 |  4.68 |  80    |  85     |  6.82 |  5.51 |
|   33    |  38     |  3.48 | 3.46 | 57    |  62     | 5.02 |  4.75 |  81    |  and    |  6.83 |  5.51 |
|   34    |  39     |  3.52 | 3.50 | 58    |  63     | 5.11 |  4.81 |  82    | over    |  6.85 |  5.51 |
|   35    |  40     |  3.56 | 3.54 | 59    |  64     | 5.21 |  4.88 |  83    |         |  6.85 |  5.51 |
|   36    |  41     |  3.60 | 3.58 | 60    |  65     | 5.31 |  4.94 |  84    |         |  6.86 |  5.51 |
|   37    |  42     |  3.65 | 3.62 | 61    |  66     | 5.41 |  5.00 |  85    |         |  6.86 |  5.51 |
|   38    |  43     |  3.69 | 3.66 | 62    |  67     | 5.51 |  5.06 |  and   |         |       |       |
|         |         |       |      |       |         |      |       | over   |         |       |       |
|=========|=========|=======|======|=======|=========|======|=======|========|=========|=======|=======|
</TABLE>                                
          
____________________________ 
* Use the Payee's age nearest the date of the Insured's death or the date of any
surrender or withdrawal.
<PAGE>    


                                     Table 6

|=======|========|=========|========|=======|=======|========|=======|======|
|Age    |        |         |        |       |       |        |       |      |
|of     | Male   |55       |56      |57     |58     |59      |60     |61    |
|Payees |        |         |        |       |       |        |       |      |
|=======| =======|=========|========|=======|=======|========|=======|======|
|Male   | Female |65       |61      |62     |63     |64      |65     |66    |
|=======| =======|=========|========|=======|=======|========|=======|======|
|-------| -------|---------|--------|-------|-------|--------|-------|------|
|51     | 56     |$4.14    |$4.17   |$4.20  |$4.23  |$4.26   |$4.29  |$4.32 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|52     | 57     | 4.19    | 4.22   | 4.25  | 4.29  | 4.32   | 4.35  | 4.38 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|53     | 58     | 4.23    | 4.26   | 4.30  | 4.34  | 4.37   | 4.41  | 4.44 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|54     | 59     | 4.27    | 4.31   | 4.35  | 4.39  | 4.43   | 4.46  | 4.50 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|55     | 60     | 4.32    | 4.36   | 4.40  | 4.44  | 4.48   | 4.52  | 4.56 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|       |        |         |        |       |       |        |       |      |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|56     | 61     | 4.36    | 4.41   | 4.45  | 4.50  | 4.54   | 4.58  | 4.62 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|57     | 62     | 4.40    | 4.45   | 4.50  | 4.55  | 4.59   | 4.64  | 4.69 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|58     | 63     | 4.44    | 4.50   | 4.55  | 4.60  | 4.65   | 4.70  | 4.75 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|59     | 64     | 4.48    | 4.54   | 4.59  | 4.65  | 4.70   | 4.76  | 4.81 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|60     | 65     | 4.52    | 4.58   | 4.64  | 4.70  | 4.76   | 4.82  | 4.88 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|       |        |         |        |       |       |        |       |      |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|61     | 66     | 4.56    | 4.62   | 4.69  | 4.75  | 4.81   | 4.88  | 4.94 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|62     | 67     | 4.60    | 4.66   | 4.73  | 4.80  | 4.87   | 4.93  | 5.00 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|63     | 68     | 4.63    | 4.70   | 4.77  | 4.85  | 4.92   | 4.99  | 5.06 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|64     | 69     | 4.67    | 4.74   | 4.82  | 4.89  | 4.97   | 5.04  | 5.12 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|65     | 70     | 4.70    | 4.78   | 4.86  | 4.94  | 5.01   | 5.10  | 5.18 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|       |        |         |        |       |       |        |       |      |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|66     | 71     | 4.73    | 4.81   | 4.90  | 4.98  | 5.06   | 5.15  | 5.24 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|67     | 72     | 4.76    | 4.85   | 4.93  | 5.02  | 5.11   | 5.20  | 5.29 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|68     | 73     | 4.79    | 4.88   | 4.97  | 5.06  | 5.15   | 5.25  | 5.35 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|69     | 74     | 4.82    | 4.91   | 5.00  | 5.10  | 5.20   | 5.30  | 5.40 |
|-------|--------|---------|--------|-------|-------|--------|-------|------|
|70     | 75     | 4.85    | 4.94   | 5.03  | 5.13  | 5.23   | 5.34  | 5.45 |
|=======|========|=========|========|=======|=======|========|=======|======|
<PAGE>
                                                      

                                     Table 7

|=========|======|======|======|======|======|======|======|=====|======|======|
|Age      |      |      |      |      |      |      |      |     |      |      |
|of Payees|Male  |   62 |   63 |   64 |    65|    66|    67|   68|   69 |   70 |
|=========|======|======|======|======|======|======|======|=====|======|======|
|Male     |Female|   67 |   68 |   69 |    70|    71|    72|   73|   74 |   75 |
|=========|======|======|======|======|======|======|======|=====|======|======|
|---------|------|------|------|------|------|------|------|-----|------|------|
|51       | 56   |$4.34 |$4.37 |$4.37 | $4.41| $4.43| $4.45|$4.47|$4.49 |$4.51 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|52       | 57   | 4.41 | 4.43 | 4.46 |  4.48|  4.51|  4.53| 4.55| 4.57 | 4.59 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|53       | 58   | 4.47 | 4.50 | 4.53 |  4.55|  4.58|  4.61| 4.63| 4.65 | 4.67 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|54       | 59   | 4.53 | 4.57 | 4.60 |  4.63|  4.66|  4.68| 4.71| 4.73 | 4.76 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|55       | 60   | 4.60 | 4.63 | 4.67 |  4.70|  4.73|  4.76| 4.79| 4.82 | 4.85 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|         |      |      |      |      |      |      |      |     |      |      |
|---------|------|------|------|------|------|------|------|-----|------|------|
|56       | 61   | 4.66 | 4.70 | 4.74 |  4.78|  4.81|  4.85| 4.88| 4.91 | 4.94 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|57       | 62   | 4.73 | 4.77 | 4.82 |  4.86|  4.90|  4.93| 4.97| 5.00 | 5.03 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|58       | 63   | 4.80 | 4.85 | 4.89 |  4.94|  4.98|  5.02| 5.06| 5.10 | 5.13 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|59       | 64   | 4.87 | 4.92 | 4.97 |  5.02|  5.06|  5.11| 5.15| 5.20 | 5.23 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|60       | 65   | 4.93 | 4.99 | 5.04 |  5.10|  5.15|  5.20| 5.25| 5.30 | 5.34 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|         |      |      |      |      |      |      |      |     |      |      |
|---------|------|------|------|------|------|------|------|-----|------|------|
|61       | 66   | 5.00 | 5.06 | 5.12 |  5.18|  5.24|  5.29| 5.35| 5.40 | 5.45 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|62       | 67   | 5.07 | 5.13 | 5.20 |  5.26|  5.33|  5.39| 5.45| 5.50 | 5.56 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|63       | 68   | 5.13 | 5.20 | 5.28 |  5.35|  5.41|  5.48| 5.55| 5.61 | 5.67 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|64       | 69   | 5.20 | 5.28 | 5.35 |  5.43|  5.50|  5.58| 5.65| 5.72 | 5.79 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|65       | 70   | 5.26 | 5.35 | 5.43 |  5.51|  5.59|  5.67| 5.75| 5.83 | 5.90 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|         |      |      |      |      |      |      |      |     |      |      |
|---------|------|------|------|------|------|------|------|-----|------|------|
|66       | 71   | 5.33 | 5.41 | 5.50 |  5.59|  5.68|  5.77| 5.85| 5.94 | 6.02 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|67       | 72   | 5.39 | 5.48 | 5.58 |  5.67|  5.77|  5.86| 5.96| 6.05 | 6.14 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|68       | 73   | 5.45 | 5.55 | 5.65 |  5.75|  5.85|  5.96| 6.06| 6.16 | 6.26 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|69       | 74   | 5.50 | 5.61 | 5.72 |  5.83|  5.94|  6.05| 6.16| 6.27 | 6.38 |
|---------|------|------|------|------|------|------|------|-----|------|------|
|70       | 75   | 5.56 | 5.67 | 5.79 |  5.90|  6.02|  6.14| 6.26| 6.38 | 6.50 |
|=========|======|======|======|======|======|======|======|=====|======|======|

                                                       
                       VALLEY FORGE LIFE INSURANCE COMPANY


                        Waiver of Monthly Deduction Rider


This  rider is a part of the  Policy.  The rider is subject to all the terms and
conditions of the policy unless We state otherwise.

DEFINITIONS:

"TOTAL DISABILITY" means complete inability to engage in any substantial gainful
activity by reason of any  medically  determinable  physical or mental Injury or
Sickness  requiring  regular  care by a licensed  physician.  Regular  care by a
licensed  physician is not required if a licensed  physician has determined that
recovery is not expected.

During the first 24 months that  monthly  deductions  are  waived,  "substantial
gainful activity" means: (1) the material activities  associated with a person's
regular  occupation (or, after  retirement,  any normal  activities of a retired
person of the Insured's  age); or (2)  employment in any  occupation  reasonably
consistent with the person's  education,  training,  and  experience.  After the
first 24  months  that  monthly  deductions  or  premium  payments  are  waived,
"substantial gainful activity" means the material activities associated with any
occupation  reasonably  consistent with the person's  education,  training,  and
experience.

If, after a Total Disability has ceased, a Total Disability due to the same or a
related cause recurs,  it will be deemed a  continuation  of the prior period of
Total Disability,  except that: if the Owner has engaged in the interim,  for at
least six consecutive  months, in any gainful  occupation for which he or she is
qualified, such recurrence will be deemed a new period of Total Disability.

The  total  and  irrecoverable  loss of any of the  following  are  presumed  to
constitute a Total  Disability:  (1) the sight of both eyes; (2) the use of both
hands; (3) the use of both feet; or (4) the use of one hand and one foot.

"EXPIRY  DATE" is the date on which the coverage  under this rider ends. If this
rider is elected, the Expiry Date is shown in the Policy Specifications.

"INJURY" means any  accidental  bodily injury that occurs while this rider is in
force and results directly and independently of all other causes in loss covered
by this rider.

"LICENSED  PHYSICIAN" means a medical practitioner holding a currently effective
license issued by the  appropriate  medical doctor  licensing and  accreditation
board of the state where the Owner is treated,  and practicing  within the scope
of his or her  license.  A licensed  physician  must be  someone  other than the
Owner,  the  Insured,  or a person  who is  related  to either  the Owner or the
Insured by blood or marriage.

"POLICY  SPECIFICATIONS"  means the Policy  Specifications  page issued with the
Policy on the Policy  Effective  Date.  It also means  amendments  to the Policy
Specifications page for changes after the Policy Effective Date.

"SICKNESS"  means  sickness  or disease,  including  normal  pregnancy,  that is
diagnosed and treated while this rider is in force.  Sickness  includes  medical
conditions admitted on the application for the rider.
<PAGE>

WAIVER OF  MONTHLY  DEDUCTION  BENEFIT - If any  Total  Disability  of the Owner
starts  while  this  rider is in force  and the Total  Disability  lasts for six
consecutive months, We will waive monthly deductions for Policy Months after the
six-month period.

If such Total Disability begins:

1.       before the Policy Anniversary nearest the Owner's 60th birthday, We 
         will waive monthly deductions as long as the Total Disability exists;

2.       on or after the Policy  Anniversary  nearest the Owner's 60th  birthday
         and before the Policy Anniversary nearest the Owner's 65th birthday, We
         will waive monthly  deductions  during such Total  Disability until the
         later of:

         (a)      the Policy Anniversary nearest the Owner's 65th birthday; or

         (b)      two years after the date such Total Disability began.

We will take monthly  deductions during the initial  six-month period.  However,
deductions  will be  returned  to the Policy  Value at the end of the  six-month
period if the Owner remains subject to a Total Disability. We will credit to the
Policy Value monthly  deductions  adjusted for Subaccount  investment results or
adjusted  for the  interest  that would have  accrued if We had not made the six
monthly deductions.

Unless  Written  Notice  of Total  Disability  is  given  as soon as  reasonably
possible, We will not waive any monthly deduction that occurs more than one year
before We receive Written Notice of Total Disability at the Service Center.

This Waiver of Monthly Deduction benefit applies only to the Total Disability of
the person named as the Owner in the Policy Specifications.

REDUCTION OF  DISABILITY  PREMIUM  BENEFIT  AMOUNT - If there is a change in the
Specified  Amount or the Death Benefit Option that reduces the guideline  annual
premium, as defined in Section 7702 of the Internal Revenue Code, as amended, We
reserve the right to reduce the Disability Premium Benefit Amount to one-twelfth
of the guideline  annual premium if it exceeds such amount.  Such reduction will
only be made if the Owner is not then subject to a Total Disability. The cost of
this rider will also be reduced at such time.

EFFECTIVE DATE - If this rider is issued with the Policy,  its effective date is
the Policy Effective Date shown in the Policy  Specifications.  If this rider is
issued  after the  Policy  Effective  Date,  its  effective  date is shown in an
amendment to the Policy Specifications.

CONSIDERATION  - This rider is issued in  consideration  of the  application for
this rider and the first premium  payment.  The cost of this rider will be added
to the monthly  deduction as described in the Policy.  The rates for the cost of
this rider are shown in the Policy Specifications.

AUTOMATIC  CHANGE  IN  INSURANCE  COVERAGE  - If,  on the date We begin to waive
monthly  deductions,  Death Benefit  Option 1 is in effect,  We will change Your
coverage to Death Benefit Option 2. Death Benefit Option 2 will become effective
as of that date.
<PAGE>

EXCLUSIONS - We will not waive any monthly deduction if Total Disability results
directly from:

1.       intentional, self-inflicted injury while sane or insane;

2.       any bodily injury, sickness or disease first manifesting itself before
         this rider took effect, unless such injury, sickness or disease is 
         shown in the application for this rider;

3.       service in the armed forces of any country engaged in war or any act
         incidental to war; or

4.       any act of war, declared or undeclared.

WRITTEN NOTICE OF TOTAL DISABILITY - We must receive Written Notice informing Us
that the Owner is experiencing a Total  Disability.  We must receive the Written
Notice:

1.       while the Insured is alive;

2.       while the Owner is alive and is experiencing a Total Disability; and

3.       within one year of the start of the Total Disability.

If We do not receive such Written Notice,  We will not waive monthly  deductions
that are taken more than one year before We receive the Written Notice.

PROOF OF TOTAL  DISABILITY - We must receive  proof of Total  Disability  at the
Service  Center  within six months after Written  Notice of Total  Disability is
furnished.  If it is not  reasonably  possible to provide  the proof  within six
months,  Your claim is not  affected  if the proof is sent as soon as  possible.
However, unless You are legally incapacitated,  We must receive proof within one
year of the time it is otherwise required.

PROOF OF CONTINUANCE  OF TOTAL  DISABILITY - During the first two years after We
receive proof of Total Disability,  We may at reasonable intervals require proof
that the Owner remains subject to a Total Disability. Thereafter, once a year We
may require proof that the Owner remains subject to a Total Disability.  As part
of any  proof,  We may  require  the Owner to be  examined  at Our  expense by a
licensed physician chosen by Us.

If proof that the Owner is still subject to a Total  Disability is not provided,
or if the Owner is no longer subject to a Total Disability,  monthly  deductions
will no longer be waived.  The monthly deductions will be taken as stated in the
Policy.

TOTAL  DISABILITY  STARTING DURING GRACE PERIOD - If a Total  Disability  starts
during the Grace Period of the Policy,  the following  must be paid to Us before
We will waive any monthly deductions:

1.       the unpaid monthly deductions; and

2.       premium payments sufficient to result in a positive Surrender Value.

<PAGE>
INCONTESTABILITY  - The  Representations  and  Contestability  provision  of the
Policy does not apply to this rider.  After this rider has been in force  during
the  lifetime  of the Owner and the  Insured  for a period of two years from its
effective  date, or the date of any  reinstatement,  excluding any period during
which the Owner suffers from a Total Disability, We will not contest it.

REINSTATEMENT - This rider may be reinstated if:

1.       the rider is terminated due to the termination of the Policy; and

2.       the Policy is being reinstated.

TERMINATION - This rider will terminate on the earliest of:

1.       its Expiry Date;

2.       the date the Policy terminates; and

3.       the Monthly Anniversary Day following receipt by Us of Your Written 
         Notice cancelling this rider.

Termination  of this rider will not affect any claim for Total  Disability  that
begins before this rider terminates.


SIGNED FOR THE VALLEY FORGE LIFE INSURANCE COMPANY AT OUR EXECUTIVE OFFICE,  CNA
PLAZA, CHICAGO, ILLINOIS 60685.



                                            Chairman of the Board


<PAGE>
                      VALLEY FORGE LIFE INSURANCE COMPANY

                         TERM INSURANCE ON SPOUSE RIDER


This  rider is a part of the  Policy.  The rider is subject to all the terms and
conditions of the Policy unless We state otherwise. THE INSURANCE PROVIDED UNDER
THIS RIDER HAS NO CASH VALUE

BENEFIT - If the Insured  Spouse dies while this rider is in force,  We agree to
pay the death benefit of this rider upon receipt of Due Proof of Death.  We must
receive Due Proof of Death at the Service  Center.  Payment of the death benefit
is subject to the terms of the Policy and this rider.  The death benefit of this
rider is shown in the Policy Specifications.

EFFECTIVE DATE - If this rider is issued with the Policy,  its effective date is
the Policy Effective Date shown in the Policy  Specifications.  If this rider is
issued  after the Policy  Effective  Date,  or if  coverage  under this rider is
decreased,  or  reinstated,  its effective  date is shown in an amendment to the
Policy Specifications.

CONSIDERATION - This rider is issued in consideration of the application for the
rider and payment of the first premium  payment.  The cost of this rider will be
added  to the  monthly  deduction  described  in the  Policy.  If this  rider is
elected, its cost is shown in the Policy Specifications.

DEFINITIONS --

"CONVERSION DATE" is the date We issue the New Policy.

"EXPIRY  DATE" is the date on which the  coverage  under  this rider  ends.  The
Expiry Date is shown in the Policy Specifications.

"INSURED  SPOUSE" means the Insured's  spouse named in the  application for this
rider.

"NEW POLICY" means a Policy issued under the Conversion Privilege of this rider.

"POLICY  SPECIFICATIONS"  means the Policy  Specifications  page issued with the
Policy on the Policy  Effective  Date.  It also means  amendments  to the Policy
Specifications page for changes after the Policy Effective Date.

BENEFICIARY - On the effective date of this rider, the Beneficiary of this rider
is as  stated  in  the  application.  If  no  designation  has  been  made,  the
Beneficiary is the Owner;  if the Owner is no longer living,  the  Beneficiaries
are, equally, the surviving children, step-children and legally adopted children
of the Owner.  Otherwise, the estate of the Insured  Spouse is the  Beneficiary.

The Owner may change a revocable Beneficiary by Written Notice at any time while
the Insured and the  Insured Spouse are alive and the Policy is in force  before
the Maturity  Date. A change takes effect as of the date the Written  Notice was
signed by the  Owner.  However,  We are not liable  for any  payment  made by Us
before We receive the Written Notice.
<PAGE>

CONVERSION  PRIVILEGE  - During the  Insured's  lifetime  and before the Insured
Spouse  reaches age 65, any insurance  coverage in force under this rider may be
converted to a New Policy.  Also,  within 31 days after the  Insured's  death or
termination of the Policy,  any insurance coverage in force under this rider may
be converted  to a New Policy.  Insurance  coverage  under this rider will be in
force  during the 31 days  allowed  for  conversion  until the New Policy  takes
effect.

Evidence of insurability  satisfactory  to Us will not be required,  provided We
receive the  application for the New Policy and the first premium payment within
the period allowed for conversion.

TERMS OF THE NEW POLICY - The terms of the New Policy will be as follows:

1.       The death benefit in the first Policy Year will be equal to the amount
         of insurance in force under this rider immediately prior to its 
         conversion;

2.       The New Policy will be on a non-participating permanent or endowment 
         form of insurance;

3.       The premium for the New Policy will be at least as great as the premium
         for a level premium, non-participating whole life policy with the same
         death benefit in the first Policy Year;

4.       The New Policy will be issued on the form and at the premium rate in 
         use by Us on the Policy Effective Date of the New Policy;

5.       The New Policy will be issued at the same risk class and the same 
         Attained Age of the Insured Spouse on the Conversion Date; and

6.       The Incontestability and Suicide provisions of the New Policy will run
         from the effective date of this rider.

REINSTATEMENT - This rider may be reinstated if:

1.       the rider terminated due to the termination of the Policy; and

2.       the Policy is being reinstated.

The Company  will require  evidence of  insurability  satisfactory  to Us of the
Insured Spouse.

INCONTESTABILITY  - The  Representations  and  Contestability  provision  of the
Policy does not apply to this rider.  After this rider has been in force  during
the lifetime of the Insured  Spouse for a period of two years from its effective
date, or the date of any reinstatement, We will not contest it.

MISSTATEMENT  OF AGE OR SEX - If the age or sex of the  Insured  Spouse has been
misstated,  the benefit  payable  under this rider by reason of the death of the
Insured Spouse shall be the benefit that the cost deducted for this rider in the
Policy Month during which the death occurred would have purchased using the cost
of insurance rate for the correct age and sex.

SUICIDE - If the Insured Spouse commits  suicide,  while sane or insane,  within
two years of this rider's  effective  date,  Our liability will be limited to an
amount equal to the cost of insurance deducted for this rider.
<PAGE>

TERMINATION - This rider will terminate upon the earliest of:

1.       the Expiry Date;

2.       the date the Policy terminates other than by death of the Insured;

3.       the 32nd day after the death of the Insured or the date the Policy 
         otherwise terminates;

4.       the date coverage under this Rider is converted to a New Policy; and

5.       the Monthly Anniversary Day following receipt by Us of Your Written 
         Notice cancelling this rider.


SIGNED FOR THE VALLEY FORCE LIFE INSURANCE COMPANY AT OUR EXECUTIVE OFFICE,  CNA
PLAZA, CHICAGO, ILLINOIS 60685.




                                           Chairman of the Board


                       VALLEY FORGE LIFE INSURANCE COMPANY

                        TERM INSURANCE ON CHILDREN RIDER


This  rider is a part of the  Policy.  The rider is subject to all the terms and
conditions of the Policy unless We state otherwise.

BENEFIT  - We  agree,  subject  to the  conditions  of  this  rider,  to pay the
Beneficiary the following  amount for each unit of coverage if a Covered Child's
death occurs while this rider is in force:

1.       $250 if the Covered Child's death occurs after his or her 14th day of 
         age and before his or her age of 6 months; or

2.       $1,000 if the Covered Child's death occurs on or after his or her age 
         of 6 months and before the earlier of:

         a.       the Policy Anniversary nearest the Covered Child's 22nd 
                  birthday; and

         b.       the Expiry Date.

The  number  of units  of  coverage  under  this  rider  is shown in the  Policy
Specifications.  Payment  will be made when We receive Due Proof of death of the
Covered Child.

BENEFITS  AFTER THE  INSURED'S  DEATH - If the death of the  Insured,  except by
suicide  while sane or insane within two years from the Policy  Effective  Date,
occurs while this rider is in force,  the  insurance  on the Covered  Child will
become paid-up and remain in force without further payment of premium or cost of
insurance deductions until the earlier of:

1.       the Policy Anniversary nearest the Covered Child's 22nd birthday; and

2.       the Expiry Date.

Any time after the Insured's  death and while the paid-up  insurance  under this
rider is in force,  this rider may be surrendered for an amount equal to the net
single  premium for all further  insurance  benefits  under this rider.  The net
single premium for the paid-up insurance  benefits will be computed on the basis
of the 1980  Commissioner's  Standard Ordinary  Mortality Table with interest at
5.75% per year  compounded  annually.  Benefits are paid in accordance  with the
Policy provisions.

EFFECTIVE DATE - If this rider is issued with the Policy,  its effective date is
the Policy Effective Date shown in the Policy  Specifications.  If this rider is
issued  after the Policy  Effective  Date,  or if  coverage  under this rider is
decreased,  or  reinstated,  its effective  date is shown in an amendment to the
Policy Specifications.

CONSIDERATION  - This rider is issued in  consideration  of the  application for
this rider and the first premium payment. The cost of the rider will be added to
the monthly deduction  described in the Policy.  Its cost is shown in the Policy
Specifications.
<PAGE>

DEFINITIONS:

"COVERED  CHILD"  means a child,  step-child  or  legally  adopted  child of the
Insured  who is more  than 14 days  old but less  than 22  years  old and who is
either:

1.       named in the application for this rider and is under eighteen years of
         age on or before the date of the application; or

2.       acquired by the Insured after the date of the application but before 
         such child's 18th birthday and before the Expiry Date of this rider.

"CONVERSION DATE" is the date We issue the New Policy.

"EXPIRY  DATE" is the date on which the  coverage  under  this  rider  ends.  If
coverage  under this rider is  elected,  the Expiry  Date is shown in the Policy
Specifications.

"POLICY  SPECIFICATIONS"  means the Policy  Specifications  page issued with the
Policy on the Policy  Effective  Date.  It also means  amendments  to the Policy
Specifications page for changes after the Policy Effective Date.

"NEW POLICY" means a Policy issued under the Conversion Privilege of this rider.

BENEFICIARY OF COVERED CHILD'S  INSURANCE - On the effective date of this rider,
the  Beneficiary is as stated in the  application.  If no  designation  has been
made, the  Beneficiary  of the Covered  Child's  insurance is the Owner.  If the
Owner is no longer living,  the Owner's spouse will be the  Beneficiary.  If the
Owner and the Owner's  spouse are no longer  living,  the  Beneficiary  will be,
equally, the children, step-children, and legally adopted children of the Owner.
Otherwise the estate of the Covered Child is the Beneficiary.

You may change a revocable  Beneficiary  by Written Notice at any time while the
Insured  and the Covered  Child are alive and the Policy is in force  before the
Maturity  Date.  A change  takes  effect as of the date the  Written  Notice was
signed by the  Owner.  However,  We are not liable  for any  payment  made by Us
before We receive the Written Notice.

CONVERSION  PRIVILEGE - Any Covered  Child may convert his or her insurance to a
New Policy within 31 days after the earlier of:

1.       The Expiry Date of this rider; and

2.       the Policy Anniversary nearest the Covered Child's 22nd birthday.

Evidence of insurability will not be required to convert this coverage.

TERMS OF THE NEW POLICY - The New Policy will be issued subject to the following
terms:

1.       The New Policy will be issued on the life of a Covered Child when We 
         receive the application for the New Policy and the first premium 
         payment;

2.       The death benefit in the first Policy Year will be no less than the 
         amount of insurance then in force under this rider and no more than 
         five times that amount;
<PAGE>

3.       The  premium  for the New  Policy in the first  Policy  Year will be at
         least as great as the premium for a level premium,  level death benefit
         permanent life insurance policy with the same death benefit;

4.       The New Policy will be issued on the form and at the premium rate for 
         the Attained Age of the Covered Child, in use by Us on the Policy 
         Effective Date of the New Policy;

5.       The New Policy will be in a standard premium class;

6.       The Covered Child may elect to have a rider attached to the New Policy
         providing for future purchases of insurance on his or her life;

7.       Our consent is required to add other benefits to the New Policy; and

8.       The incontestability and suicide provisions of the New Policy will run
         from the effective date of this rider.

Insurance coverage will continue to be in force on the life of the Covered Child
during the 31 days allowed for conversion.

REINSTATEMENT - This rider may be reinstated if:

1.       the rider terminated due to termination of the Policy; and

2.       the Policy is being reinstated.

We will require  evidence of  insurability  satisfactory  to Us for each Covered
Child whose coverage is to be reinstated.

INCONTESTABILITY - The Representation and Contestability provision of the Policy
does not apply to this  rider.  After  this  rider has been in force  during the
lifetime  of each  Covered  Child for a period of two years  from its  effective
date, or the date of any reinstatement, We will not contest it.

SUICIDE - If a Covered Child commits suicide,  while sane or insane,  within two
years of the Covered Child's  effective date of coverage,  Our liability will be
limited to an amount equal to the cost of insurance deducted for this rider.

MISSTATEMENT  OF AGE OR SEX - If the age of a Covered Child has been  misstated,
the benefit payable under this rider by reason of the death of the Covered Child
shall be the benefit  that the cost  deducted  for this rider  during the Policy
Month during which the death  occurred  would have  purchased  using the cost of
insurance rate for the correct age and sex.

TERMINATION - This rider will terminate upon the earliest of:

1.       the Expiry Date;

2.       the termination of the Policy, except for the benefits provided under
         this rider upon the death of the Insured; and
<PAGE>

3.       the Monthly Anniversary Day following receipt by Us of Your Written 
         Notice cancelling this rider.


SIGNED FOR THE VALLEY FORCE LIFE INSURANCE COMPANY AT OUR EXECUTIVE OFFICE,  CNA
PLAZA, CHICAGO, ILLINOIS 60685.



                                             Chairman of the Board



<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


===========================================================================================================================
                      Application to:   |_|Continental Assurance Company, CNA Plaza, Chicago, IL 60685
                      (Check One)       |_|Valley Forge Life Insurance Company, 401 Penn Street, Reading, PA  19601
                                                           Executive Office, CNA Plaza, Chicago, IL 60685
                     (PLEASE TYPE OR PRINT ALL INFORMATION)
=================================================================================|===============|=====|============
1.  PROPOSED INSURED 1 (First, Middle, Last)  |_| Male  |_| Female               |   Birth Date  |     |Birth Place
    ________________________________________                                     | Mo.  Day  Yr. | Age |State &
                                              Home Phone:________________________|               |     |Country
    Driver's License # and State____________  Bus. Phone:________________________|               |     |
_________________________________________________________________________________|_____|____|____|_____|____________
2.  PROPOSED INSURED 2 (First, Middle, Last)    |_| Male |_| Female |(Specified) |               |     |
    _______________________________________________________________ |Amount      |               |     |
    Height__________Weight now____________Weight 1 yr. ago__________| $________  |               |     |
    Cause of any lost weight_______________________________________ | or         |               |     |
    Driver's License # and State:__________________________________ | Units_____ |               |     |
                                                                    |            |               |     |
____________________________________________________________________|____________|______|____|___|_____|____________
3.  CHILDREN PROPOSED FOR INSURANCE             Height    Weight    |Child Units |               |     |
                                                                    |            |               |     |
______________________________________________|_________|___________|____________|______|____|___|_____|____________
                                                                    |            |               |     |
______________________________________________|_________|___________|____________|______|____|___|_____|____________
                                                                    |            |               |     |
4.  If Proposed Insured is under age 15, name of Proposed Payor     |Relationship|               |     |
                                                                    |            |               |     |
____________________________________________________________________|____________|______|____|___|_____|____________
5.  Residence Address of Proposed Insured(s) City                   County             State           Zip Code

____________________________________________________________________________________________________________________
6.  Plan of Insurance               |      Face/Specified Amount    |Premium Mode| Amount remitted with this
                                    |                               |            | application $
____________________________________|_______________________________|____________|__________________________________
                                                            |
                                                            | Death Benefit  |_| Option 1  |_| Option 2
_________________________________________________|__________________________________________________________________
    First Premium (may not be less than          |Planned Periodic Premium | Target Premium|Maturity  Date (if less 
    Planned  Periodic Premium Target Premium     |$                        | $             |than policy expiry):
                                                 |                         |               |
_________________________________________________|_________________________|_______________|________________________
    Rider/Amount                    |              Rider/Amount                       |           Rider/Amount
                                    |                                                 |
____________________________________|_________________________________________________|_____________________________

7a.  Occupation of Proposed Insured(s) or Payor if Proposed Insured is under age 15. List duties.

____________________________________________________________________________________________________________________
7b.  Employer's name and address of Proposed Insured(s) (Applies to Payor if Proposed Insured is under age 15.)

____________________________________________________________________________________________________________________
8.  List all life insurance amounts in force on all person(s) proposed for insurance (if none, so state).
   Name of Person and             Year            Amount of              Amount of         Amount of Accidental
   Insurance Company             Issued       Personal Insurance     Business Insurance       Death Benefit

  ___________________________    _________    $__________________    $__________________   $___________________
  ___________________________    _________    $__________________    $__________________   $___________________
____________________________________________________________________________________________________________________
<PAGE>

9.  Will the policy applied for replace or change any insurance or annuity currently in force with this or any other
    company on your life or the life of any person proposed for insurance? |_| No |_| Yes Have you or any person 
    proposed for insurance replaced a life insurance policy in the past three years? |_|No |_| Yes Replaced two or
    more times in the last five years?  |_| No |_| Yes  If Yes,give name and reason.
    Is any application for life or health insurance pending in this or any company? |_| No |_| Yes   If Yes, give 
    name, company and details.
    Name             Company             Policy number      Issue Year     Face Amount     Acc. Death Benefit Amt.
                                                                           $               $
________________________________________|________________|_____________|________________|_________________________
10. Send premium notice to Proposed Insured |_| Residence |_| Business Address |_| Other (Name, Address, Zip Code)

_______________________________________________________________________________________________________________
11. Name of owner, if other than Proposed Insured 1, or Applicant.              | Owner's Social Sec. No. 
    (Include contingent owner, if any.)                                         | or Tax No.
                                                                                |
________________________________________________________________________________|_____________________________
12. Beneficiary  Designation  (The  beneficiary  under any spouse and children's insurance will be as stated in 
    those riders, unless otherwise  designated.  Print full name(s) and relationship to Proposed Insured 1).

__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
Contingent Beneficiary
__________________________________________________________________________________________________________________
==================================================================================================================
LV206-363-A
                                     - 1 -
<PAGE>


========================================================================================|==========================
13.  Has any person proposed for insurance:                                             | Details of YES answers 
                                                                                        | (Include item # proposed  
                                                                                        | insured, dates, duration,  
         Yes  No                                                                        | attending physicians, and  
     A.  |_| |_| In the last 3 years flown or plans to fly, as a pilot, student pilot   | questionnaire for A & E)
                 or crew?                                                               |
     B.  |_| |_| Traveled or resided or plans to travel or reside outside the USA?      |
     C.  |_| |_| Ever been convicted of a felony?                                       |
     D.  |_| |_| Had 2 or more moving violations in the past 3 years, been convicted    |
                 of driving while intoxicated, or ever had license suspended or revoked?|
     E.  |_| |_| In the last 3 years, engaged in, or intends to engage in, sky or scuba |
                 diving, hang-gliding, rock climbing, or any form of motorized racing?  |
     F.  |_| |_| Received advice or treatment from a member of the medical profession   |
                 for the use of alcohol or drugs,  or been convicted of using,  selling,|
                 or   possessing   any   narcotics,   stimulant,   sedative   or        |
                 hallucinogenic drug in the past 10 years?                              |
     G.  |_| |_| Ever been advised by a physician to quit using tobacco for health      |
                 reasons?                                                               |
     H.  |_| |_| Ever been declined for insurance, had a policy rated, modified in any  |
                 way or denied reissue, reinstatement or renewal of a policy?           |
________________________________________________________________________________________|____________________________
14. Special Features requested, such as policy date, risk classification, issue instructions_________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________

15. PROPOSED INSURED 1         Tobacco Use? |_| Never |_| Present |_| Former Check type: |_| smokeless |_| cigar 
                                            |_|cigarette |_| pipe
                               Mo./Year quit               #Years as a smoker            #Packs per day
_____________________________________________________________________________________________________________________
16. PROPOSED INSURED 2         Tobacco Use? |_| Never  |_| Present |_| Former Check type: |_| smokeless |_| cigar  
                                            |_|cigarette                  |_| pipe
                               Mo./Year quit               #Years as a smoker            #Packs per day
_____________________________________________________________________________________________________________________
17. PROPOSED      a) Height   Weight: Current    1 yr. ago   Cause of any weight loss  | b)Annual Income $
    INSURED 1        _______          ______     _________   _________________________ |   Estimated Net Worth $
                     Mo./yr. of last exam    Results                                   |   Ever filed bankruptcy? 
    Sigmoidoscopy   _____________________    _________________________________________ |   |_|Yes  |_|No 
    Prostate Exam   _____________________    _________________________________________ |   Date discharged
    Mammogram       _____________________    _________________________________________ |   Explain:
    Breast Exam     _____________________    _________________________________________ |
_______________________________________________________________________________________|_____________________________

    c) EXERCISE   Activities-aerobics/muscle strengthening/toning      Mo./yr. started    Times/Week      Duration

___________________________________________________________________________________________________________________
    d) REGULAR PHYSICIAN (First, Middle, Last) Date of last visit:                     Physician Phone #:

                                                                           
___________________________________________________________________________________Reason for/result of last visit:
       Address                                            City                           State            Zip Code
_______________________________________________________________________________________________________________________
<PAGE>

18.  In the past 10 years, has any person proposed for insurance been treated for or had:   |Details of YES answers 
         Yes   No  (If Yes, circle each applicable item.)                                   |(Include item #, proposed 
                                                                                            |insured, dates, duration,  
                                                                                            |medication, name and           
     A.  |_| |_|  Any disease or disorder of eyes, ears, nose or throat?                    |address of physicians)  
     B.  |_| |_|  Dizziness, fainting, convulsions, head injury, headaches, speech defect,  |   
                  paralysis or stoke, tremor, muscle weakness, depression, other mental or  |
                  nervous disorder?                                                         |
     C.  |_| |_| Shortness or breath, persistent hoarseness or cough, blood spitting,       |
                 bronchitis, pleurisy, asthma, emphysema, tuberculosis or chronic           |
                 respiratory disorder?                                                      |
     D.  |_| |_| Chest pain, palpitations, high blood pressure, rheumatic fever, heart      |
                 murmur, varicose veins, phlebitis, or other heart or blood vessel disorder?|
     E.  |_| |_| Hepatitis, ulcer, hernia, colitis, diverticulitis, recurrent indigestion,  |
                 or other disorder of the stomach, intestines, liver, gall bladder,         |
                 pancreas, or spleen?                                                       |
     F.  |_| |_| Sugar, albumin, blood or pus in urine, sexually transmitted or venereal    |
                 disease, stone or other kidney, bladder, prostate or reproductive organ    |
                 disorder?                                                                  |
     G.  |_| |_| Allergies, anemia, bleeding tendency or other disorders of the blood?      |
     H.  |_| |_| Neuralgia, neuritis, sciatica, rheumatism, arthritis, gout, or disorder    |
                 of the muscles or bones including the spine, back and joints.              |
     I.  |_| |_| Disorder of the skin or lymph glands cyst, tumor or cancer?                |
     J.  |_| |_| Persistent fever, night sweats, chills, and/or diarrhea?                   |
     K.  |_| |_| Diabetes, thyroid or other endocrine disorder?                             |
     L.  |_| |_| Diagnosis or treatment for AIDS by a member of the medical profession?     |
     M.  |_| |_| Any mental or physical disorder not listed; had or been advised to have    |
                 any checkup,   consultation,   illness,  injury,   hospitalization,        |
                 treatment  or  surgery   including  an  EKG,   x-ray  or  other            |
                 diagnostic test not already listed.                                        |
____________________________________________________________________________________________|________________________
     N.  |_| |_| Is any person proposed for insurance receiving treatment or taking any     |
                 medication?                                                                |
____________________________________________________________________________________________|________________________
                                     - 2 -
<PAGE>
____________________________________________________________________________________________________________________
19.  FAMILY  Age if living or At death       Cancer History?                 Heart Diseases or Circulatory Disorder?

     HISTORY Mother   ___________   ______   |_|No  |_|Yes, since Age ________  |_|No  |_|Yes, since Age_________
             Father   ___________   ______   |_|No  |_|Yes, since Age ________  |_|No  |_|Yes, since Age_________
             Siblings ___________   ______   |_|No  |_|Yes, since Age ________  |_|No  |_|Yes, since Age_________
             Siblings ___________   ______   |_|No  |_|Yes, since Age ________  |_|No  |_|Yes, since Age_________
____________________________________________________________________________________________________________________
20.  FUND SELECTION
     ALLOCATIONS: On issued contracts, your initial Net Purchase Payment will be
     allocated as indicated below.  Selections must total 100%.  Minimum initial
     allocation to any single subaccount is 1%. No fractional percentages. These
     percentages  will  apply in future  years but may be changed at any time by
     the  owner.  (If no  allocation  is  indicated,  Prime  Money  Fund will be
     automatically selected.)
     Federated Advisors                                                MFS Asset Management, Inc.
     ______%    High Income Bond Fund                                  ______%     Emerging Growth Series
     ______%    Prime Money Fund                                       ______%     Growth with Income Series
     ______%    Utility Fund                                           ______%     Limited Maturity Series
     Fidelity Management and Research Company                          ______%     Research Series
     ______%    Asset Manager Portfolio                                ______%     Total Return Series
     ______%    Contrafund Portfolio                                   SoGen
     ______%    Equity-Income Portfolio                                ______%     Overseas Portfolio
     ______%    Index 500 Portfolio                                    Van Eck Associates Corporation
     Fred Alger Management, Inc.                                       ______%     Emerging Markets Fund
     ______%     Growth Portfolio                                      ______%     Gold and Natural Resources Fund
     ______%     MidCap Growth Portfolio                               Guaranteed Interest Option
     ______%     Small Capitalization Portfolio                        ______%     1 Year
_____________________________________________________________________________________________________________________
21.  SUITABILITY
     A.  Do you understand that the death benefit and surrender value may increase or decrease depending on the  
         investment experience of the variable subaccounts? |_| Yes  |_| No
     B.   Your primary investment objective is?             |_| Guaranteed Interest            |_| Growth
                                                            |_| Preservation of Capital        |_| Aggressive Growth
                                                            |_| Income
     C.  Do you believe that this policy will meet your insurance needs and financial objectives? |_| Yes  |_| No
     D.  Have you received a copy of the current prospectus? |_| Yes  |_| No
______________________________________________________________________________________________________________________
22.  CONDITIONAL RECEIPT Questions related to conditional receipt for all persons proposed for insurance.
     |_|Yes |_| No In the past 90 days,  has any person  proposed for
                   insurance  been  admitted  to a  hospital  or  other  medical
                   facility, been advised to be admitted,  contemplated surgery,
                   or had surgery performed or recommended?
     |_|Yes |_| No In the past two years, has any person proposed for
                   insurance  been treated by a member of the medial  profession
                   for  heart  disease,  stroke,  cancer  or  AIDS,  or had such
                   treatment recommended?
     IF EITHER  QUESTION  IN THIS  SECTION IS ANSWERED  "YES" OR LEFT  BLANK,  A PREMIUM   PAYMENT  CANNOT  BE  
     ACCEPTED  WITH  THIS APPLICATION  AND  ANY CONDITIONAL RECEIPT IS VOID.
________________________________________________________________________________________________________________________
                                     - 3 -
<PAGE>

________________________________________________________________________________________________________________________
The  Proposed  Insured(s)  and  the  Applicant,   if  other  than  the  Proposed Insured(s),  agrees that: (1) all
statements and answers in this application are complete,  true and  correctly  recorded to the best of my (our)  
knowledge  and belief;  (2) if this application is accepted by the Company,  the policy applied for and this 
application will constitute the entire insurance contract;  (3) if no premium has been given to the agent with this
application, insurance will not take effect until the application is approved and accepted by the Company at CNA
Plaza, Chicago,  Illinois, 60685 and the policy is delivered while the health of each person proposed for insurance 
and other  conditions  remain as described in this  application  and at least the Minimum Premium for the Quarterly
Mode has been paid in full. The acceptance of the policy by the Proposed  Insured(s) will ratify any  corrections 
and  notations,  including amendments of amount,  risk classification,  age at issue, plan of insurance or benefits.
However, in those states where written  consent is required, any such amendment will be made only with the written 
consent of the Proposed Insured(s) and the Applicant,  if other than the  Proposed  Insured(s).  The  Proposed  
Insured(s)  acknowledges  having received and  read  the  Notice  to the  Proposed  Insured(s)  and the  Medical 
Information  Bureau  Notice.  If a premium has been given to the agent with this application, the Proposed Insured(s)
acknowledges having read and understood the conditions of the Conditional
Premium Receipt.  Under the penalties of perjury, I/We  certify that the social security number(s) provided below
is/are true, correct and complete.

Signed at (City)_____________________________(State)___________________this______day of ____________________19______.
                                                                                           Social Security Number
X_____________________________________________X___________________________________________|__________________________
   Applicant (If other than Proposed Insured)   Signature of Proposed Insured 1
                                                                                           Social Security Number
X____________________________________________ X___________________________________________|__________________________
   Official capacity (if signed on behalf       Signature of Proposed Insured 2
   of a corporation, trust, etc.)

I certify to the best of my knowledge  the answers to the questions in all parts of this application are true and 
correct.  I further certify that to the best of my  knowledge  this policy |_| will |_| will not replace or change
any  existing life insurance or annuity policy now in force.
                                                                                                   LSO/LSA or
AGENT/REGISTERED REP (witness)____________________________________AGENT #_______________MGA Name____________________

Agent/Registered Rep Name ________________________________________Agent Code ________________ Percent_______________

Broker/Dealer Name________________________________________________Address___________________________________________

Agent/Registered Rep Name_________________________________________Agent Code _________________Percent_______________

Broker/Dealer Name______________________________________________________Address_____________________________________


















====================================================================================================================
LV206-363-A
                                 Mail to: CNA Insurance Companies, P.O. Box 305153, Nashville, TN 37230-5153
</TABLE>
                                     - 4 -
<PAGE>
                   NOTICE REGARDING MEDICAL INFORMATION BUREAU
                              PLEASE READ CAREFULLY

Information  regarding  your  insurability  will  be  treated  as  confidential.
Continental  Assurance  Company or Valley Forge Life Insurance  Company or their
reinsurer(s)  may,  however,  make a brief  report  to the  Medical  Information
Bureau, a nonprofit membership  organization of life insurance companies,  which
operates  an  information  exchange  on behalf of its  members.  If you apply to
another Bureau member company for life or health insurance coverage,  or a claim
for benefits is  submitted to such a company,  the Bureau,  upon  request,  will
supply such  company with the  information  in its file.  Continental  Assurance
Company or Valley Forge Life Insurance  Company or their  reinsurer(s)  may also
release  information in its file to other life  insurance  companies to whom you
apply  for life or health  insurance,  or to whom a claim  for  benefits  may be
submitted. 

UPON RECEIPT OF A REQUEST FROM YOU,  THE BUREAU WILL ARRANGE  DISCLOSURE  OF ANY
INFORMATION  IT  MAY  HAVE  IN  YOUR  FILE.  IF YOU  QUESTION  THE  ACCURACY  OF
INFORMATION  IN THE  BUREAU'S  FILE,  YOU MAY  CONTACT  THE  BUREAU  AND  SEEK A
CORRECTION  IN  ACCORDANCE  WITH THE  PROCEDURES  SET FORTH IN THE FEDERAL  FAIR
CREDIT  REPORTING  ACT. THE ADDRESS OF THE BUREAU'S  INFORMATION  OFFICE IS POST
OFFICE BOX 105, ESSEX STATION,  BOSTON,  MASSACHUSETTS  02112,  TELEPHONE NUMBER
(617) 426-3660. LV203-902-A

- -------------------------------------------------------------------------------
                       AUTHORIZATION TO OBTAIN INFORMATION
     I HEREBY AUTHORIZE any physician,  medical practitioner,  hospital, clinic,
other medical or medically  related facility,  insurance or reinsuring  company,
the Medical Information Bureau, Inc., consumer reporting agency, employer or the
Veterans  Administration,  having  information  available as to  diagnosis,  and
prognosis  with respect to any physical or mental  condition  and/or  treatment,
including psychiatric  conditions,  drug or alcohol abuse, and any other medical
or  non-medical  information  about  me or my  health  to  give  to  Continental
Assurance   Company  or  Valley  Forge  Life   Insurance   Company,   its  legal
representative, any and all such information.
     To facilitate  rapid submission of such  information,  I authorize all said
sources, except MIB, to give such records or knowledge to any agency employed by
the Company to collect and transmit such information.
     I UNDERSTAND the information  obtained by use of this Authorization will be
used by Continental  Assurance Company or Valley Forge Life Insurance Company to
determine  eligibility  for  insurance.  Any  information  obtained  will not be
released by Continental  Assurance Company or Valley Forge Life Insurance to any
person or organization EXCEPT to reinsuring  companies,  the Medical Information
Bureau,  Inc., or other persons or  organizations  performing  business or legal
services in  connection  with my  application,  or as may be otherwise  lawfully
required or as I may further authorize.
     I UNDERSTAND that I may request to receive a copy of this Authorization.  I
     AGREE that a photographic copy of this  Authorization  shall be as valid as
     the  original.  I  ACKNOWLEDGE  having  received and read the Notice to the
     Proposed  Insured and the Medical  Information  Bureau Notice. I AGREE that
     this Authorization shall remain valid for two years from its date.
________________________________________________________________________________
Proposed  Insured  1  (If  signing  on  behalf        | Witness(Agent/
                       of Proposed Insured, specify   | Registered Rep)
                       relationship/authority )       |            
X                                                     |
______________________________________________________|_________________________
Proposed Insured 2/Payor                              | Date (month, day, year)
                                                      |
X                                                     |
______________________________________________________|_________________________
LV206-903-B

                                     - 5 -
<PAGE>
                          NOTICE TO PROPOSED INSURED(S)

DETACH--LEAVE WITH APPLICANT
As a part of normal procedure for processing your application,  an investigative
consumer report may be obtained whereby  information is secured through personal
interviews with your friends,  neighbors or others with whom you are acquainted.
This report, if obtained,  typically contains  information as to your character,
general  reputation and personal  characteristics.  You have the right to make a
written  request within a reasonable  period of time for a complete and accurate
disclosure of  additional  information  concerning  the nature and scope of this
report. You have the right, upon request, to be informed of the name and address
of the  consumer  reporting  agency  to whom a  request  for  preparation  of an
investigative consumer report was made if such a report was, in fact, requested.
You may then contact that agency to request  inspection of that report or a copy
of it.  Please  address  your  requests  to  our  Individual  Life  Underwriting
Division, CNA Plaza, Chicago,  Illinois 60685. We feel these reports are made in
your best interests.  We try to be sure that our Insureds meet certain standards
so that we continue to offer  coverage  at the lowest  possible  cost to all who
qualify.
   (Please see reverse side for notice regarding Medical Information Bureau.)
LV203-900-A           Thank you for your application for insurance.
- --------------------------------------------------------------------------------

CONDITIONAL  PREMIUM  RECEIPT  (REFER TO IMPORTANT  INSTRUCTIONS  WHEN THE TOTAL
AMOUNT OF COVERAGE APPLIED FOR EXCEEDS $500,000.) THIS CONDITIONAL  RECEIPT MUST
NOT BE DETACHED  UNLESS  PAYMENT IS MADE AT THE TIME OF  APPLICATION  -- MAXIMUM
LIABILITY:$500,000.  Received from______________________________________________
(Proposed Owner) on__________________, 19_______  $_______________which is paid
subject to the conditions of this Receipt as payment on the first premium of the
life insurance policy applied for in the written  application to the Continental
Assurance Company or Valley Forge Life Insurance  Company,  with the same number
as this Receipt.  IMPORTANT:  This receipt does NOT automatically create interim
insurance coverage. NO INSURANCE IS EVER IN FORCE under this receipt until after
ALL of its conditions are met.

NO AGENT OF THE COMPANY AND NO BROKER IS AUTHORIZED TO ALTER OR WAIVE ANY 
CONDITIONS OF THIS RECEIPT.
I.  CONDITIONS REQUIRED FOR INSURANCE COVERAGE TO GO INTO EFFECT
    It is  understood  and agreed that ALL of the following  conditions  must be
    COMPLETELY  satisfied for insurance  coverage to take effect:  A. The amount
    paid in exchange for this  Receipt  must equal at least the Minimum  Premium
    for the Quarterly Mode for the policy applied
       for in the application.
    B. The application and all medical underwriting requirements specified by 
       the company rules and standards must be completed.
    C. On the Underwriting Date, as defined in Section II below, both Proposed 
       Insureds 1 and 2 must be a standard risk according to the Company's 
       underwriting rules and standards for the plan and the amount of insurance
       applied for in the application.
II. EFFECTIVE DATE OF CONDITIONAL COVERAGE
    If all the Conditions in Section I are COMPLETELY satisfied,  then insurance
coverage will begin on the LATER of the following dates:
    A. The Underwriting Date, or
    B. The Policy Date, if any, requested in item 14 of the application
UNDERWRITING DATE is the LATER of the following dates:
    A. The date of the application, or
    B. The date on which all medical underwriting requirements specified by the
       Company rules and standards are completed.
<PAGE>
III.     LIMIT OF LIABILITY
    The  liability of the Company  under this Receipt and  application  for life
    insurance and accidental  death benefits will not exceed $500,000 reduced by
    (1) any  insurance  issued by the  Company  on the life of  either  Proposed
    Insured 1 or 2 within 90 days  preceding the date of this receipt and (2) by
    any  death  benefit  payable  under  all  other  Receipts  and  applications
    currently pending with the Company.
IV. LIABILITY NOT ASSUMED
    If the  Company  determines  that on the  Underwriting  Date,  as defined in
    Section  II,  that  either  Proposed  Insured 1 or 2 is not a standard  risk
    according to the Company's underwriting rules and standards for the plan and
    amount of insurance  applied for in the  application  and if either Proposed
    Insured 1 or 2 dies before the  Underwriting  Date, then the Company assumes
    NO liability under this receipt and application for life insurance.
V.  TERMINATION OF COVERAGE
    Any coverage which takes effect through this Receipt will terminate on the
    EARLIEST of the following dates:
    A. Ninety (90) days after the date of this Receipt.
    B. The expiration of the period for which Minimum Premium has been paid,
    C. The date the policy goes into effect,
    D. The date that the Company  determines that either Proposed Insured 1 or 2
       are not entitled under the Company's underwriting rules and standards for
       insurance on the plan and amount of  insurance  applied for. In that case
       no insurance  becomes  effective  and the amount paid will be returned to
       the Owner.  ANY DELAY IN RETURNING  THE AMOUNT PAID WILL NOT BE CONSTRUED
       AS APPROVAL OF THE APPLICATION.
    If coverage  under this Receipt  terminates  as provided in Section V above,
    any policy  issued by the  Company  will not take effect  until,  during the
    lifetime of Proposed  Insured 1 and 2, both the policy is  delivered  to the
    Owner  and the  first  premium  is paid,  and then only if there has been no
    change in the health of either the  Proposed  Insured 1 and 2 since the date
    of this receipt.
LV203-901-D
<TABLE>
<CAPTION>
- --------------------------------|-----------------------------------------------------------------------------------
<S>                             <C>    
Please  attach  voided copy of  | REQUEST AND  AUTHORITY TO HONOR  PREAUTHORIZED  PAYMENTS
check to adjacent  form         | Drawn by
I am paying other premiums      | and payable to |_| CONTINENTAL  ASSURANCE COMPANY OF CHICAGO,  IL
to you on policy number(s):     | (Check One)    |_| VALLEY FORGE LIFE INSURANCE COMPANY OF READING,  PA 
________________________________|____________________________________________________________________________________
and desire to have one draw each|Name of Depositor as it appears on bank records 
month for all premiums on the   | ___________________________________________________________________________________
1st, 9th, 16th, or 23rd day     |  To: Name of Bank                          Branch (if any)
 ofeach month  (circle  one).   | ___________________________________________________________________________________
                                | Address of Bank or Branch                 Checking Account No. or Symbol (if any)
                                | ___________________________________________________________________________________
                                | As a convenience to me, I request and authorize you to pay and charge to my
                                | account electronic debits, checks or drafts drawn by and payable to the above
                                | indicated Company provided there are sufficient collected funds in said account 
                                | to pay the same upon presentation.  I agree that your rights for such draw will
                                | be the same as if it were a draw personally signed by me.  This authority will
                                | remain in force until revoked by me in writing, and until you actually receive 
                                | such notice.  I agree that you will be fully protected in honoring any such draw. 
                                | I AGREE THAT IF ANY SUCH DRAW IS HONORED, WHETHER WITH OR WITHOUT CAUSE AND 
                                | WHETHERINTENTIONALLY OR INADVERTENTLY,  YOU WILL BE UNDER NO LIABILITY EVEN  
                                | THOUGH SUCH DISHONOR RESULTS IN THE FORFEITURE OF INSURANCE. 
                                | ______________________________________________________________________________
                                | Date                          Signature (Must be the same as on  file at bank)
                                | ______________________________________________________________________________
                                | [GRAPHIC   OMITTED]           Joint Account Signature
                                |______________________________________________________________________________
</TABLE>
                                     - 6 -
<PAGE>
Date Submitted:                 REQUIREMENTS ORDERED

                     Blood   HOS   MED  INSP  APS  EKG QUEST  Other
Proposed Insured 1:    |_|   |_|   |_|   |_|  |_|  |_|  |_|    |_|
Proposed Insured 2:    |_|   |_|   |_|   |_|  |_|  |_|  |_|    |_|
Was the Proposed  Insured(s)  advised  that  someone  would be calling to verify
information  |_| Yes |_|No.  If "Yes",  best time to call?  Home |_| am |_| pm /
Office |_| am |_| pm - central time.
________________________________________________________________________________
                             IMPORTANT INSTRUCTIONS
           WHEN THE TOTAL AMOUNT OF COVERAGE DESIRED EXCEEDS $500,000
If money is to be taken  with the  application  and if  coverage  for an  amount
greater  than  $500,000  is desired,  the amount  applied for should be shown as
$500,000 (the maximum liability  specified in the Conditional  Premium Receipt),
and the  corresponding  premium for $500,000 is all that is to be collected.  In
the Special Features question #14 indicate "If approved, instead of this policy,
issue an alternate  policy for $XXX, same plan, based on the  representation  of
this  application."  The $XXX is the  total  amount  desired.  Our  underwriting
guidelines  and  rules  will be based on this  amount.  If,  in fact,  alternate
policies are  desired,  specify  plans and face  amounts of  policies.  Under no
                                                                        --------
circumstances collect, submit, or retain premium to purchase insurance in excess
- -------------------------------------------------------------------------------
of $500,000 on a proposed insured's life.
- ----------------------------------------
AGENT'S REPORT THIS REPORT SHOULD ALWAYS BE COMPLETED AND REMAIN ATTACHED TO THE
APPLICATION.
<TABLE>
<CAPTION>
<S>                     <C>           <C>               <C>                    <C>                     <C>  

Purpose of Insurance    |_|Personal: |_|Estate Creation |_|Family Protection  |_|Charitable           |_|Other
                        ____________________________________________________________________________________________
                        |_|Business: |_|Key Person      |_|Buy-Sell    |_|Creditor   |_|Sole Proprietor   
                        |_|Corporation   |_|Other
                        If business, are other business associates being insured?
                        |_|Yes |_|No  If "No" give explanation below.
History of How long have you known the proposed insured(s)?
Proposed Insured(s)     |_|Friend   |_|Acquaintance |_|Existing Client  |_|Relative   |_|Stranger

                        Prior Residence and Business Name and Address if current is less than 5 years:
_____________________________________________________________________________________________________________________

Premiums:               Annual $______________________ Mode premium $_____________________Rate class quoted__________
Cash with               Check one:   |_|No payment was accepted with application.
Application                          |_|Payment was received with the application and a conditional receipt
                                        was issued.
                                     Amount of payment $_______________________  Date received _____________________
                        Does the child appear in good health? |_|Yes   |_|No  |_|Did not see the child
If Proposed  Primary Are all  brothers  and sisters  insured for equal  amounts?
|_|Yes |_|No  Insured is a Juvenile Are parents  insured for at least as much as
that applied for and in force on the child?
                        |_|Yes   |_|No    Explain any "No" answers below
Explanations and
Special request
Agents credit
                  Writing Agent___________________________________________code___________________Split %___________
                  District Agent__________________________________________code___________________Split %___________
                  General Agent___________________________________________code___________________Split %___________
                  Managing General Agent/Sales Office_____________________code___________________Split %___________
                  Life Sales Rep__________________________________________code___________________Split %___________
<PAGE>

I represent that (1)I |_| did |_| did not personally see the proposed insured(s) when the  application  was taken;  
(2) I truly and  accurately  recorded in this application   the  information  as  supplied  by  the  owner  and  
the  proposed insured(s);  (3) to the best  knowledge  and belief  there is nothing  adversely affecting the 
insurability of the proposed insured(s) other than as indicated in this application; and (4) the written disclosure
statement as given on or before the date the  application  was signed.  
Writing  Agent X__________________________________________ Date ______________________________________________
Other Agent X ____________________________________________ Date ______________________________________________
Other Agent X ____________________________________________ Date ______________________________________________

_____________________________________________________________________________________________________________________
So that you may comply with your depositor's request,                           |I AGREE TO THE FOLLOWING CONDITIONS:
|_| CONTINENTAL ASSURANCE COMPANY                                               |
|_| VALLEY FORGE LIFE INSURANCE COMPANY agrees:                                 |1.The  payment of the  premiums 
1.  To indemnify  you and hold you harmless from any loss you may suffer as a   |  in this manner may be discontinued
    consequence  of your actions  resulting  from or in  connection  with the   |  at any time by the Company upon 
    execution and issuance of any  electronic  debit,  check or draft whether   |  thirty (30) days written notice or 
    or not  genuine,  purporting  to be executed  and  received by you in the   |  without if any draw is not paid  
    regular  course of business  for the  purpose of payment to this  Company   |  upon presentation.
    including  any  costs  or  expenses  reasonably  incurred  in  connection   |2.This  authorization is revocable 
    therein.                                                                    |  by the undersigned upon receipt
2.  In  the  event  that  any  such  electronic  debit,  check  or  draft  is   |  by the Company of written 
    dishonored  whether with or without cause,  and whether  intentionally or   |  revocation.
    inadvertently,  to  indemnify  you  for  any  loss  through  dishonor  which|3.If any such draw is dishonored,
    Signature  (Must be same as on file at bank)  results in a forfeiture of the|  the premium for which the draw 
    insurance.                                                                  |  is made shall be considered
3.  To defend at our own cost and expense  any action  which might be brought   |  in default.
    by any  depositor  or any other person  because of your actions  taken Joint|        
    Account Signature pursuant to this request,  or in any manner arising due to|                              
    your participation in this plan of premium collection.                      | 
                                                                                |   
                                                  S/ DONALD LOWRY               |                                       
                                                       Secretay                 |
                                                                                |
TO:                                                                             |
                                                                                |
________________________________________________________________________________|____________________________________
LV206-363A

</TABLE>
                                     - 7 -


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