VALLEY FORGE LIFE INSURANCE CO VARIABLE LIFE SEPARATE ACCOUN
S-6, EX-99.A.5.B., 2000-10-02
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 Valley Forge Life Insurance Company
-------------------------------------------------------------------------------

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

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                           READ YOUR POLICY CAREFULLY

This is a legal contract between you, the owner, and Valley Forge Life Insurance
Company (referred to as the Company, we, us and our).

We will pay the death proceeds to the  beneficiary  when we receive due proof of


<PAGE>



the death of the last  Insured to die while this policy is in force.  Details of
the Death Proceeds are found in the Death Benefit provisions.




<PAGE>




RIGHT TO  EXAMINE  POLICY - If for any reason  you are not  satisfied  with this
policy,  you may return it to: (a) the agent through whom it was  purchased;  or
(b) our  Administrative  Office  within 10 days  after you  receive  it. We will
refund an amount equal to the cash value plus fees or charges  deducted from the
single premium less any debt.


Signed for the Company at its Executive  Office,  CNA Plaza,  Chicago,  Illinois
60685 on the policy date.


/s/BERNARD L. HENGESBAUGH                            /s/DAVID L. STONE
Chief Executive Officer                              Group Vice President




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Cash  Value  benefits  provided  by this  policy  are  based  on the  investment
performance  of the  subaccounts  of the  Variable  Account.  Such  benefits may
increase or decrease and are not guaranteed as to dollar  amount.  The amount of
the  death  benefit  may  vary  based  on  the  investment  performance  of  the
subaccounts of the Variable Account but it will never be less than the specified
amount. The Variable Account Provisions begin on Page 16.
--------------------------------------------------------------------------------



               MODIFIED SINGLE PREMIUM VARIABLE AND FIXED LAST TO
            DIE LIFE INSURANCE POLICY Premiums are Payable until the
                 Earlier  of the Death of the Last  Insured  to Die or until the
     Policy Anniversary when the Younger Insured Attains Age 95
                            Adjustable Death Benefit
             Death Proceeds Payable at Death of Last Insured to Die
                                Non-Participating
                   Investment Experience Reflected in Benefits

<PAGE>


VUL-103 (8/00)

                                 POLICY SCHEDULE


Owner:              [John Doe]


<PAGE>




<PAGE>



First Insured:      [John Doe]               Second Insured: [Jane Doe]
First Insured's Sex:[Male]                   Second Insured's Sex:  [Female]
First Insured's Age:[35]                     Second Insured's Age:  [35]
Risk Class:         [Preferred - Nonsmoker]  Risk Class: [Preferred - Nonsmoker]

Policy Number:    [1234567]                  Policy Date:         [July 1, 2000]


Beneficiary: As stated in the application for this policy unless changed in
accordance with policy provisions



Administrative Office:     100 CNA Drive, Nashville, TN  37214 1-800-262-1755




Monthly Date:              [1st ] Day Of Each Month

Specified Amount:                         [$100,000]



Single Premium:                            [$10,000.00]
Minimum Additional Premium                 $50.00
Maximum Premium                            Guideline Single Premium
Guideline Single Premium:                  [$10,000.00]

Minimum Partial Surrender Amount:           $1,000.00

Free Partial Surrender Amount:      10% of cash value at time of first free
                                    partial surrender during any policy year
                                    after the first policy year.


Minimum Loan Amount:                                 $500.00
Policy Loan Interest Rate:                           8%
Preferred Policy Loan Credited Rate:                 8%
Policy Loan Credited Rate:                           6%





<PAGE>


                                CHARGES AND FEES
                                (Maximum Charges)

EXPENSE CHARGES:


<PAGE>




<PAGE>



         Policy Years 1 - 10:               .004141% (Daily Factor);
                                            (1.50% Approximate Annual Rate)

         Policy Years 11+:                  .002477% (Daily Factor);
                                            (0.90%  Approximate Annual Rate)

POLICY CHARGES

Cost of Insurance:                          See Cost of Insurance Provision

TRANSACTIONAL CHARGES


Transfer Processing Fee:                    $25 Each After First 12 In A Policy
                                            Year  (Assessed After The First 12
                                            Transfers In A Policy Year. Not
                                            applicable to dollar cost averaging
                                            or automatic transfers.)


SURRENDER CHARGE

The Surrender Charge Is a Percentage of the Guideline Single Premium as Follows:

Policy Year                     Percentage of Guideline Single Premium
-----------                     --------------------------------------
1                                      9%
2                                      9%
3                                      8%
4                                      8%
5                                      7%
6                                      6%
7                                      4%
8                                      2%
9                                      1%
Thereafter                             0%



FIXED ACCOUNT

Fixed Account I:
---------------

                  Minimum Guaranteed Interest Rate:   4.00%
                  Interest Rate as of Effective Date: [x%.] The interest rate as
                  of  effective  date  applies only to the portion of the single


<PAGE>



                  premium allocated or transferred to Fixed Account I during the
                  calendar  month  following  the  Policy  Date.  This  rate  is
                  guaranteed for one policy year.




<PAGE>




<PAGE>


ALLOCATION GUIDELINES:

1.Currently,  you may  select as many  investment  options  as you wish.  In the
future we reserve the right to limit the number of options available. There will
always be at least 4 investment options available.

2.You may also  select  any fixed  account  which is  available  at the time the
premium payment or transfer is made.

3.The single  premium  will be allocated to the investment options on the latest
of:

     a.   Two business days after the policy date;

     b.   Two  business  days after our  receipt of your  single  premium at our
          Administrative Office; or

     c.   The date our underwriters approve this policy.

Additional  premium  payments will be credited to your policy as of the business
day they are received.

4.Allocation percentages must be in whole numbers.  Each allocation must be at
least 1%.



TRANSFERS:

         Transfers from Subaccounts: You are permitted unlimited transfers among
         subaccounts. We may change this unlimited transfer right by endorsement
         approved by the  Insurance  regulatory  authority of the state in which
         this policy was issued.

         Transfers from Fixed Account I: You may transfer up to 25% of the value
         of Fixed Account I from that account to any other  account,  subject to
         the minimum amount to be transferred.


<PAGE>



         Minimum  Amount to be  Transferred:  The  minimum  amount  which may be
         transferred  is $250.00 or your entire  interest in any  subaccount  or
         fixed account,  if less. This  requirement is waived if the transfer is
         pursuant to a prescheduled transfer.

         Prescheduled Transfers:  You may elect the dollar cost averaging option
         or the automatic  transfer option.  However,  the portion allocated for
         any  prescheduled  transfer option in Fixed Account I is only available
         for the prescheduled transfer option. We reserve the right to limit the


<PAGE>



         availability   of  any  fixed  account   option  or  subaccount  for  a
         prescheduled transfer.



<PAGE>

<TABLE>
<CAPTION>


                               INVESTMENT OPTIONS
<S>     <C>    <C>    <C>    <C>    <C>    <C>

[Federated High Income Bond Fund II]                 [Fidelity Asset Manager]
[Federated Prime Money Fund II]                      [Fidelity Contrafund]
[Federated Utility Fund II]                          [Fidelity Equity-Income]
                                                     [Fidelity Index 500]
[Alger American Growth Portfolio]
[Alger American Mid-Cap Growth Portfolio]            [MFS Emerging Growth]
[Alger American Small Capitalization Portfolio]      [MFS Growth With Income]
[Alger American Leveraged AllCap Portfolio]          [MFS Research]
                                                     [MFS Total Return]
[Templeton Developing Markets Securities Fund]
[Templeton Asset Strategy Fund]                      [Janus Aspen Capital Appreciation Portfolio]
                                                     [Janus Aspen Growth Portfolio]
[First Eagle SoGen Overseas Variable Fund]           [Janus Aspen Balanced Portfolio]
                                                     [Janus Aspen Flexible Income Portfolio]
[Van Eck Worldwide Emerging Markets Fund]            [Janus Aspen International Growth Portfolio]
[Van Eck Worldwide Hard Assets Fund]                 [Janus Aspen Worldwide Growth]

[Alliance Growth and Income Portfolio]               [American Century VP Income & Growth Fund]
[Alliance Premier Growth Portfolio]                  [American Century VP Value Fund]

[Lazard Retirement Equity Portfolio]                 [Morgan Stanley Emerging Markets Equity Portfolio]
[Lazard Retirement Small Cap Portfolio]              [Morgan Stanley International Magnum Portfolio]



<PAGE>



</TABLE>

VARIABLE ACCOUNT: VFL Variable Life Insurance Separate Account



                      ADDITIONAL BENEFITS PROVIDED BY RIDER
<TABLE>
<CAPTION>

                                                                         MONTHLY COST
BENEFIT DESCRIPTION                         EXPIRY DATE                   OF RIDER

<S>     <C>    <C>    <C>    <C>    <C>    <C>
Accelerated Death Benefit Rider             None                            None


<PAGE>



Fixed Account II Rider                      None                            None
         Allocation of $1,000 to 3 Year and $1,000 to 5 Year Option

Automatic Transfer Rider                    None                            None

Dollar Cost Averaging Rider I               None                            None

Dollar Cost Averaging Rider II              None                            None
         12 Month Option Selected


</TABLE>

<PAGE>




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

<TABLE>
<CAPTION>

----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
       ATTAINED                                   ATTAINED                                   ATTAINED
         AGE                   COST                  AGE                 COST                  AGE                  COST
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- ------------------- -------------------- -------------------- --------------------- --------------------
<S>       <C>                <C>                     <C>               <C>
          35                 0.000207                70                0.916171


<PAGE>



----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          36                 0.000665                71                1.087231
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          37                 0.001212                72                1.277131
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          38                 0.001865                73                1.520309
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          39                 0.002655                74                1.813278
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- ------------------- --------------------- --------------------
          40                 0.003600                75                2.155917
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- ------------------- -------------------- --------------------- --------------------
          41                 0.004765                76                2.549448
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- ------------------- -------------------- -------------------- --------------------- --------------------
          42                 0.006130                77                2.993204


<PAGE>



----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          43                 0.007751                78                3.487290
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          44                 0.009616                79                4.042261
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          45                 0.011836                80                4.677258
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          46                 0.014433                81                5.411422
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          47                 0.017480                82                6.267621
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          48                 0.021045                83                7.264384
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          49                 0.025222                84                8.391858
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          50                 0.030145                85                9.645467
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------


<PAGE>



----------------------- -------------------- -------------------- ------------------- --------------------- --------------------
          51                 0.036026                86                11.006968
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          52                 0.043116                87                12.476371
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          53                 0.051684                88                14.034587
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          54                 0.061858                89                15.699852
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          55                 0.073886                90                17.478050
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          56                 0.087950                91                19.402100
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          57                 0.104038                92                21.532475
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          58                 0.122288                93                23.977165
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          59                 0.143629                94                27.051140
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------


<PAGE>



----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          60                 0.168925                95                31.414780
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          61                 0.199039
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          62                 0.235910
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          63                 0.281480
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          64                 0.337115
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          65                 0.402913
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------


<PAGE>



          66                 0.479669
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          67                 0.567515
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          68                 0.666914
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          69                 0.781089
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------


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 COMMISSIONERS
STANDARD ORDINARY MORTALITY TABLE, AGE NEAREST BIRTHDAY.

</TABLE>

<PAGE>



The table below  gives the  "applicable  percentage"  for each  attained  age in
accordance with Section 7702 of the Internal Revenue Code.
<TABLE>
<CAPTION>


                    APPLICABLE PERCENTAGE OF CASH VALUE TABLE
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------

    Attained      Percentage     Attained    Percentage     Attained     Percentage     Attained     Percentage


<PAGE>



      Age             of           Age           of            Age           of            Age           of
                    Policy                     Policy                      Policy                      Policy
                     Value                      Value                       Value                       Value

----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
<S>     <C>           <C>           <C>          <C>           <C>           <C>           <C>           <C>
Through 40            250           50           185           60            130           70            115
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
       41             243           51           178           61            128           71            113
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
       42             236           52           171           62            126           72            111


<PAGE>



----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
----------------- ------------ ------------- ----------- -------------- ------------ -------------- ------------
       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
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
                                                                                           95+           100
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------

</TABLE>






<PAGE>




TABLE OF CONTENTS


<PAGE>



Policy Schedule                                                           2

Definitions                                                               10

Owner, Beneficiary and Assignment Provisions
Owner                                                                     11
Contingent Owner                                                          11


<PAGE>



Beneficiary                                                               11
Assignment                                                                11

Premium Provisions
Premium Payment                                                           11
Right to Refund                                                           12
Grace Period                                                              12
Reinstatement                                                             12
Lapse Prevention Guarantee                                                12

Death Benefit Provisions

Death Benefit                                                             12
Death Proceeds                                                            13
Payment of Claims                                                         13


Policy Value Provisions
Cash Value                                                                13
Subaccount                                                                13
Policy Loan Account                                                       13
Fixed Account I                                                           13
Interest Crediting                                                        14
Minimum Values                                                            14
Basis of Computations                                                     14

Policy Cost Factors

Monthly Deduction                                                         14
Monthly Cost of Insurance                                                 14
Expense Charge                                                            14
Surrender Charge                                                          14
Transfer Processing Fee                                                   14
Changes in Policy Cost Factors                                            15
Policy Charges after the 95th Birthday of the Younger Insured             15



<PAGE>



TABLE OF CONTENTS - CONTINUED




<PAGE>



Surrender Provisions


<PAGE>



Total Surrender                                                           15
Partial Surrenders                                                        15
Free Partial Surrender Amount                                             15


Loan Provisions

Maximum Loan Value                                                        15
Policy Loan                                                               15
Loan Interest                                                             16
Loan Repayment                                                            16
Termination of Policy                                                     16
Effect of Loan                                                            16


The Variable Account

Variable Account                                                          16
Investments of the Variable Account                                       16
Valuation of Assets                                                       17
Change in Operation of the Variable Account                               17
Accumulation Units                                                        17
Accumulation Unit Value                                                   17
Net Investment Factor                                                     17


Fixed Account I                                                           17

Transfer Provisions

Transfer Rules                                                            18
Transfer Processing Fee                                                   18


General Policy Provisions

Entire Contract                                                           18
Changes                                                                   19
Incontestability                                                          19
Suicide                                                                   19
Error in Age or Sex                                                       19
Payment of Proceeds                                                       19
Postponement of Payments
Right to Defer Payments or Transfers from any fixed                       19
Termination                                                               19
Annual Report                                                             19
Non-Participating                                                         20
Currency                                                                  20
Signature Guarantee                                                       20





<PAGE>



<PAGE>



Settlement                                                                20




<PAGE>



DEFINITIONS

Attained Age: The issue age plus the number of full policy years since your
policy was issued.

Business Day:  Any day that the New York Stock Exchange is open.

Cash Surrender Value: The cash value less any surrender charge.

Cash Value: The total of all values under this policy held in the Variable
Account, in any fixed accounts and in the loan account.  Refer to the Policy
Values Provisions for details.

Death Proceeds:  The amount of money payable to the beneficiary if the death of
the last Insured to die occurs while this policy is in force.  Refer to the
Death Benefit Provisions for details.

Debt:  Any amount you owe us as the result of a policy loan.  This includes any
accrued loan interest.

Insured:  Either of the two persons, named on the policy schedule, whose life
is insured by this policy.

Investment Option:   An investment choice within the Variable Account available
under the policy.  Current investment options are shown on the Policy Schedule.

Issue Age:  The Insured's age as of the nearest birthday on the policy date.

Monthly Date:  The same day as the policy date for each succeeding month.

Policy Anniversary:  The same day as the  policy date for each succeeding policy
year.

Policy Date:  The date coverage under this policy becomes effective and from
which the Incontestability and Suicide provisions are determined.

Policy Loan Account:  That portion of the cash value resulting from a policy
loan.



<PAGE>



Policy Year: The twelve month period beginning on the policy date and ending the
day before the same date in the next calendar year; and each  succeeding  twelve
month period.



<PAGE>



Net Cash Value:  Cash surrender value less any debt.

Specified Amount:  A dollar amount used to determine the death benefit of your
policy.  It is shown in the Policy Schedule.

Subaccount:  A subdivision of the Variable Account.

Variable Account:  Valley Forge Life Insurance Variable Life Separate Account.

Written Notice:  A notice or request signed by you and received and recorded at
our Administrative Office.



<PAGE>


OWNER, BENEFICIARY AND ASSIGNMENT PROVISIONS

Owner:  The person(s) or  entity(ies)  named in the Policy  Schedule who has all
rights  under this policy  while at least one of the  Insureds  is living.  Your
rights in this  policy  belong to your estate if you die before the death of the
last  Insured  to die and  there is no  joint  owner or  contingent  owner.  All
references to owner shall include joint owners. If there is more than one owner,
each  owner  shall be a joint  owner of the  policy.  Joint  owners  have  equal
ownership  rights and both must  authorize any exercising of these rights except
for transfers and allocations.

Contingent  Owner:  The contingent  owner,  if any, will become the owner if the
named owner dies before the date of the death of the last Insured to die. In the
event of Joint Owners,  the contingent owner will become the owner if both named
joint  owners die before the death of the last  Insured to die.  The  contingent
owner, if any, is as named in the  application,  unless changed.  You may name a
contingent owner at any time while at least one of the Insureds is living.  Such
designation  must be by written notice.  Once recorded,  the designation will be
effective  as of the date the written  notice was  signed.  Such change will not
affect any payment we make or action we take before it was recorded.

Beneficiary:  There are two categories of beneficiary - primary and  contingent.
The primary  beneficiary  is the person to whom the death proceeds are paid when
the death of the last Insured to die occurs. The contingent beneficiary, if any,
will become the  beneficiary if no primary  beneficiary is living on the date of


<PAGE>



the death of the last Insured to die.  The primary  beneficiary  and  contingent
beneficiary  on the policy date are as named in the  application.  More than one
primary  or  contingent  beneficiary  may be  named.  If more  than one  primary
beneficiary  is alive when the death of the last Insured to die occurs,  we will
pay  such  primary  beneficiaries  in equal  shares  unless  you  have  provided
otherwise.

If any beneficiary dies before the death of the last Insured to die occurs, that
beneficiary's interest in the death benefit will end.



<PAGE>



If any  beneficiary  dies at the same time as the last Insured to die, or within
30 days after that date, that  beneficiary's  interest in the death benefit will
end if no  benefits  have  been  paid  to that  beneficiary  unless  you  direct
otherwise.  If the interest of all designated  beneficiaries  has ended when the
death of the last Insured to die occurs,  we will pay the death  benefit to you.
If you are not  living  at that  time,  we will pay the  death  benefit  to your
estate.

While the at least one  Insured is alive,  you may change any  beneficiary.  Any
change must be by written notice. Once recorded,  the change will take effect as
of the date you signed it.  Such  change  will not affect any payment we make or
action we take before it was recorded.  An irrevocable  beneficiary must consent
in writing to any change in beneficiary.

Assignment:  While at least one  Insured  is  living,  you may assign any or all
rights under your policy.  Assignment of all rights is a change of ownership. An
irrevocable beneficiary must agree in writing to any assignment.  We will not be
bound by any assignment  unless it is by written notice.  An assignment will not
affect any  payments  we have made or  actions  we have taken  before we receive
notice of the assignment. We are not responsible for the sufficiency or validity
of any assignment.


PREMIUM PROVISIONS

Premium  Payment:  The single premium shown on the policy schedule is due on the
policy date. Additional premiums may be paid to us at any time before the policy
anniversary  nearest the 95th  birthday of the younger  Insured,  subject to the
minimum  additional  premium amount and the maximum  premium amount shown on the
Policy Schedule. If a policy loan is outstanding,  any payments received will be
considered loan repayments and not premiums unless  otherwise  specified.  Other
premiums  may be required as described  in the Grace  Period  Provision.  We may
require evidence of insurability before accepting an additional premium payment,
if the  additional  premium  payment  would  increase  the  net  death  benefit.
Additional premium payments must be sent to our Service Center.



<PAGE>



The premium is allocated to one or more  subaccounts of the Variable  Account or
to any fixed account in accordance with your election.  Allocation of premium is
subject to the allocation guidelines shown on the Policy Schedule.

Right to Refund: We will return any additional  premium in excess of the maximum
premium  shown on the Policy  Schedule  or any  premium  which  would cause this
policy to no longer qualify as life insurance under the Internal Revenue Code.

Grace  Period:  If the net cash value on any business day is not  sufficient  to
cover any expense  charges  which are due but unpaid,  a grace period of 61 days
will be allowed  for the  payment of  sufficient  premium to keep your policy in
force. A minimum payment of a sum equal to two monthly  deductions must be paid.
We will send you a notice at the  start of the grace  period to your last  known
address and to any assignee. The grace period will end 61 days after we mail you
the notice.



<PAGE>



If  sufficient  premium is not paid by the end of the grace  period,  the policy
will  terminate  without  value.  If the death of the last Insured to die occurs
during the grace period, we will pay the death proceeds.  (See the Death Benefit
Provisions for details.)

If the lapse prevention guarantee described below is in effect, the grace period
will not apply.

Reinstatement:  If this  policy  terminates  as  provided  in the  grace  period
provision, you may apply to reinstate this policy unless you have surrendered it
for its cash surrender  value. To reinstate this policy , you must: (1) submit a
written  request  at any time  within  three  years  after  the end of the grace
period; (2) provide proof of insurability  satisfactory to us; (3) pay an amount
large enough to pay the next two monthly  deductions;  (4) pay any negative cash
surrender  value that existed at the end of the grace  period;  and (5) repay or
reinstate any debt which existed at the end of the grace period.

The  effective  date  of a  reinstatement  will be the  monthly  date on or next
following the date we approve the application for reinstatement.

If a surrender  charge was applied when the policy lapsed,  the surrender charge
applied will be credited to the cash value.  The surrender charge on the date of
reinstatement  will be the same as it was on the date of lapse.  For the purpose
of  determining  the surrender  charge on any date after the  effective  date of
reinstatement,  the period the policy was lapsed will not count. Unless you have
provided  otherwise,  the  allocation  of the  amount of the  surrender  charge,
additional  premiums,  and loan  repayments  will be based on the allocations in
effect at the start of the grace period.

Lapse  Prevention  Guarantee:  The Company  guarantees  that the policy will not


<PAGE>



lapse if 100% of the Guideline  Single Premium shown on the Policy  Schedule was
paid as the single premium and if no loans or partial surrenders were taken.


DEATH BENEFIT PROVISIONS

Death Benefit:

We will pay the death  benefit as soon as we receive due written  proof that the
death of the last Insured to die has occurred while this policy is in force.



<PAGE>


Death Proceeds:  The death proceeds equals:

1. The greater of the specified amount or the applicable percentage of
   the cash value on the date of death of the last insured to die; plus

2. any life insurance benefits provided by rider which are payable at the death


<PAGE>



   of the last Insured to die; less

3. any debt; less

4. any due and unpaid premiums.

We will pay the  death  proceeds  after we  receive  due  proof of death of both
insureds at our Administrative Office. The death proceeds will be adjusted under
certain conditions. If it is not possible to determine which insured died first,
we will assume that the older insured died first. Refer to the Incontestability,
Suicide, and Error in Age or Sex Provision.

Payment of  Claims:  When this  policy  becomes a claim by the death of the last
Insured to die,  settlement  will be made upon receipt of due proof of death. If
proceeds  are not paid  within 30 days of  receipt  of due  proof of death,  the
payment  will  include  interest at the legal rate from the date of death of the
last Insured to die until the date the claim is paid.


POLICY VALUE PROVISIONS

Cash Value: The cash value is the sum of the value in each subaccount, any fixed
account and the policy loan account.  The value in each subaccount on the policy
date is equal to the portion of the initial premium allocated to the subaccount.


<PAGE>



The cash value reflects net premiums paid,  monthly  deductions,  the investment
experience  of the  subaccounts  selected,  any  interest  credited on any fixed
account  selected,  any interest earned or interest charged on amounts allocated
to the policy loan account,  and any deductions due as a result of a transfer or
a partial surrender.

Subaccount:  The value in each subaccount on each subsequent business day is
equal to:
1)       the value in the subaccount on the preceding business day multiplied by
         its net investment factor; plus
2)       any amounts allocated to the subaccount; plus
3)       any amounts transferred to the subaccount; less
4)       any amounts transferred from the subaccount; less
5)       the portion of any charges which are due and charged to the
         subaccount, less
6)       any partial surrender amounts allocated to the subaccount.

Policy Loan  Account:  The value in the policy loan account is zero,  unless you
take a policy loan. On the business day a policy loan is taken, the value in the
policy loan  account is equal to the amount of any  previous  loans with accrued
interest plus the amount of the requested loan.

The value in the policy loan  account on each  subsequent  business day is equal
to: 1) the value in the policy loan account on the preceding  business day; plus
2) guaranteed interest credited; plus 3) any amounts transferred to the policy


<PAGE>



loan account because of additional policy loans; plus 4) any due and unpaid loan
interest  during  the  current  business  day;  less 5) the  amount  of any loan
repayments you make during the current business day.

Fixed  Account  I : The value in Fixed  Account  I is equal to: 1) the  premiums
allocated to Fixed Account I; plus 2) guaranteed interest credited;  plus 3) any
excess interest  credited;  plus 4) any amounts  transferred to Fixed Account I;
less 5) any amounts transferred from Fixed Account I; less 6) the portion of any
charges  which are due and  charged to Fixed  Account  I; less 7) any  surrender
amounts and surrender charges deducted from Fixed Account I.

Interest  Crediting:  We credit interest daily to Fixed Account I at the minimum
guaranteed  interest  rate shown on the policy  schedule.  We may credit  excess
interest  to Fixed  Account I in an amount  which we will  declare  from time to
time. Declared interest rates will be guaranteed for one Policy Year.

Minimum Values: Your policy values are at least equal to those set by law in the
state  where the policy was  issued.  Where  required,  we have given  insurance
regulators a detailed statement of how we compute values and benefits.




<PAGE>



Basis of  Computation:  All values are based on the applicable  (male or female,
smoker or non-smoker)  Commissioners 1980 Standard Ordinary Mortality Table, Age
Nearest Birthday.



POLICY COST FACTORS

Monthly Deduction:  Each monthly date, we will make certain deductions from the
cash value of your policy.  The monthly deduction is for the cost of insurance
for the following month.

The first monthly deduction will be determined as of the policy date.

The  monthly  deduction  will be  deducted  on a  pro-rata  basis  from the cash
surrender value allocated to the subaccounts and any fixed accounts based on the
proportion of the cash value that is  attributable  to each  subaccount  and any
fixed accounts.

Monthly Cost of Insurance  Rate:  This is a monthly rate per $1,000 of coverage.
We  determine  the  monthly  cost of  insurance  rate each year as of the policy
anniversary.  This rate will be charged  for the next policy  year.  The monthly
cost of insurance  rate will not exceed the maximum  guaranteed  monthly cost of
insurance rate shown on the Policy Schedule.

The monthly cost of insurance is determined as (1) times (2) where:
(1)  is the net  amount at risk which is equal to the Death  Benefit  divided by
     the monthly  equivalent of the guaranteed  interest rate,  minus cash value


<PAGE>



     before charges, all divided by 1,000; and
(2)  is the monthly cost of insurance rate per $1,000 of coverage on the monthly
     date.

Expense Charge:  We deduct an expense charge daily from each subaccount of the
Variable Account.    The expense charge is shown on the Policy Schedule.

Surrender  Charge:  The  surrender  charge is levied  when you make a partial or
total surrender of the cash value.  The surrender  charge is a percentage of the
Guideline  Single  Premium  shown on the  Policy  Schedule  and is  assessed  in
proportion to the reduction in cash value.  Subsequent surrender charges will be
calculated  in the same  way.  The  surrender  charge  is  shown  on the  Policy
Schedule.


Transfer  Processing Fee: Transfer processing fees are levied when the number of
transfers among subaccounts and/or any fixed accounts exceeds the number of free
transfers  allowed in a policy year.  The amount of the Transfer  Processing Fee


<PAGE>



and the number of free transfers are shown on the Policy Schedule.


Changes in Policy Cost  Factors:  Changes in cost of insurance  rates,  credited
interest  rates,  policy  expense  charges or other charges will be by class and
will be based on changes in future expectations.

If  required,  the  procedures  for  making  such  changes  are on file with the
insurance regulators in the state in which this policy was delivered.

Policy Charges after the 95th Birthday of the Younger Insured: Policy Charges as
shown on the Policy Schedule will not apply on and after the policy  anniversary
nearest the younger Insured's attained age 95.


SURRENDER PROVISIONS

Total Surrender: You may surrender your policy for its net cash value at any
time while it is in force by written notice.  We may also require return of your
policy.

The date of surrender will be the date we receive your written request.  The net
cash value will be  determined  as of the end of the normal  business day during
which your  written  notice is received.  All  coverage  will end on the date of
surrender.


Partial Surrenders: A partial surrender may be made at any time after the end of
the first policy year by written notice.  The Free Partial  Surrender  Amount as
defined  below may be  withdrawn  free of  surrender  charges in any policy year
after the end of the first policy year.


When you make a partial surrender,  we will reduce the cash value by the partial


<PAGE>



surrender  amount and any surrender  charges.  We will also reduce the specified
amount.  The reduction in specified amount will be proportional to the reduction
in cash value due to the partial surrender. A new Policy Schedule will be issued
reflecting the changes.


The minimum partial  surrender is shown on the Policy  Schedule.  We may require
that any partial  surrender amounts be first deducted from the cash value in the
subaccounts.


Partial surrenders will be allowed only if this policy continues to qualify as a


<PAGE>



contract of life insurance under IRC Section 7702.


Free Partial Surrender Amount:  The free partial surrender amount (determined as
shown on the Policy Schedule) will not be subject to the surrender  charge.  The
free partial surrender amount for any policy year after the first policy year is
determined at the time of the first  partial  surrender in a policy year. If the
free  partial  surrender  amount  for a policy  year is not  taken in the  first
partial  surrender of a policy year, the free partial surrender amount available
for any other  partial  surrender in a policy year equals (a) minus (b),  where:
(a) is the free partial  surrender  amount for that policy year;  and (b) is the
total of prior free partial surrender amounts withdrawn the same
         policy year.



LOAN PROVISIONS

Maximum Loan Value:  The maximum loan value is 90% of the net cash value as of
the date of the loan.


Policy Loan:  You may obtain a loan at any time while your policy is in force by
written  notice.  The amount of the loan and all existing  loans may not be more
than the maximum  loan value as of the date we process the loan.  No policy loan
will be less than the minimum loan amount shown on the Policy Schedule. The loan
will be made upon the sole security and proper assignment of this policy to us.


Loan  Interest:  The loan  interest  rate is as stated in the  Policy  Schedule.
Interest is charged  daily and is payable at the end of each policy year or upon
repayment,  if earlier. Unpaid interest will be added to the existing debt as of
the due date and will be  charged  interest  at the same rate as the rest of the
loan.

The Company  credits a higher  effective  annual  interest  rate on: (1) amounts
borrowed up to an amount equal to cash value less the  aggregate  premiums;  (2)
all loans against  policies in the 11th policy year or later; and (3) the amount
of any outstanding policy loan transferred in a tax-free  exchange.  These Loans
are considered preferred loans.


<PAGE>



Loan Repayment:  All or part of a loan may be repaid to us at any time while
this policy is in force.

Termination  of Policy:  If the total debt ever equals or exceeds the cash value
less the surrender charge, your policy will terminate without value,  subject to
31 days prior notice and to the Grace period provision.


<PAGE>



Effect of a Loan:  When you take a policy loan, we will transfer an amount equal
to the policy  loan from a  subaccount  or Fixed  Account I to the  policy  loan
account.  We will also  transfer any loan interest that becomes due and unpaid .
Amounts transferred to the policy loan account will earn interest daily from the
date of  transfer.  When you repay part or all of a loan,  we will  transfer  an
amount  equal to the  portion of the loan  principal  repaid  plus any  interest
credited  in the loan  account on that  portion of the  principal  repaid,  to a
subaccount or any fixed account.

Unless  otherwise  specified,  transfers from the subaccounts to the policy loan
account will be in  proportion  to the cash value in each  subaccount  as of the
loan date.  Loan amounts will be  transferred  from any fixed  account only when
insufficient amounts are available in the subaccounts.

Since the amount you borrow is removed from a subaccount  or Fixed  Account I, a
loan will have a permanent  effect on any death benefit and cash surrender value
of this policy. The effect may be favorable or unfavorable. This is true whether
you repay the loan or not.  If the loan is not  repaid,  debt  will  reduce  the
amount of any death proceeds.


THE VARIABLE ACCOUNT

Variable Account:  The Variable Account is designated on the Policy Schedule and
consists  of assets set aside by us,  which are kept  separate  from our general
assets and all of our other Variable Account assets.  The assets of the Variable
Account,  equal to reserves  and other  liabilities  of your policy and those of
other  owners,  will not be charged  with  liabilities  arising out of any other
business we may do. The Variable  Account is used to fund only the variable life
insurance benefits.

The  Variable  Account  assets are divided into  subaccounts.  The assets of the
subaccounts  are  allocated  to the  investment  options  shown  on  the  Policy
Schedule.

Investments of the Variable  Account:  We may, from time to time, add additional
investment  options to those  options shown on the Policy  Schedule.  You may be
permitted to transfer cash value to the additional investment option(s).

If the shares of any of the investment options become unavailable for investment
by  the  Variable  Account,  or we  deem  further  investment  in  these  shares
inappropriate, we may limit further purchase of such shares or substitute shares
of another investment option for shares already purchased under this policy. The
investment  policy  of the  Variable  Account  may not be  changed  without  the
approval of the Pennsylvania Insurance Commissioner. The approval process for


<PAGE>



such changes is on file with the Pennsylvania Insurance Commissioner.


<PAGE>



Valuation of Assets:  Assets of the Variable Account are valued at their fair
market value in accordance with our procedures.

Change in Operation of the Variable Account:  We reserve the right to modify the
structure or operation of the Variable  Account.  In such an event, we guarantee
that such  modification  will not  affect  the value of your  contract  and such
change will be made in accordance with any regulatory requirements.

Accumulation Units:  Accumulation Units shall be used to account for all amounts
allocated to or surrendered  from a subaccount as a result of premium  payments,
transfers,  surrenders,  or fees and charges.  We will  determine  the number of
accumulation  units  of a  subaccount  purchased  or  canceled.  This is done by
dividing  the  amount  allocated  to  (or  the  amount   surrendered  from)  the
subaccount, by the dollar value of one accumulation unit of the subaccount as of
the business day during which we received written notice.

Accumulation Unit Value: The Accumulation Unit Value for each subaccount was set
at $10 when the  subaccount  became  part of the  Variable  Account.  Subsequent
accumulation  unit values for each  subaccount are determined by multiplying the
accumulation  unit value for the  immediate  preceding  business  day by the net
investment   factor  of  the  subaccount  for  the  current  business  day.  The
accumulation  unit value may increase or decrease  from business day to business
day.

Net Investment Factor:  The net investment factor for each subaccount 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 investment option held in the
         subaccount, determined at the end of the business day; plus

(b)      the per share amount of any dividend or capital gain distributions made
         by the investment  option held in the subaccount,  if the "ex-dividend"
         date occurs as of the current business day; plus or minus

(c)      a per share  charge or credit  for any  taxes  reserved  for,  which we
         determine to have resulted from the operations of the subaccount.

2)       is the net asset value per share of the  investment  option held in the
         subaccount, determined at the end of the last prior business day.

3)       is a daily factor representing the expense charges (shown on the
         Policy Schedule) deducted from the subaccount.


FIXED ACCOUNT I

Fixed  Account I is funded by the general  account of the  Company.  The general
account consists of all of our assets other than those held in any separate




<PAGE>



<PAGE>



investment account. Fixed Account I is credited with interest as described under
the Policy Value  Provisions.  In addition to allocating your premiums to one or
more of the  subaccounts  described  above,  you may  direct all or part of your
premium payments into any fixed account.




<PAGE>


TRANSFERS

Transfer Rules:  A transfer is subject to the following:


1) The maximum number of transfers without a Transfer Processing Fee is shown on
the Policy Schedule; 2) We reserve the right to assess a Transfer Processing Fee
as shown on the Policy  Schedule if the number of transfers  exceeds the maximum
number of free transfers shown on the Policy Schedule.  We will notify you if we
deduct a Transfer  Processing Fee and will deduct such fee from the amount which
is  transferred;  3)You may not make a transfer  until after the end of the free
look  period;  4)The  minimum  amount which may be  transferred  is shown on the
Policy  Schedule;  5)A  transfer  will be  effected  as of the end of the normal
business day when we receive an acceptable transfer request; 6)We are not liable
for a transfer made in accordance with your  instructions;  7)Your right to make
transfers is subject to modification if we determine
  that the  exercise  of the right by one or more  owners of this  policy is, or
  would be, to the disadvantage of other owners of this policy. Restrictions may
  be  applied  in any  manner  reasonably  designed  to  prevent  any use of the
  transfer right which we consider to be to the  disadvantage of other owners of
  this policy.  A  modification  could be applied to transfers to or from one or
  more of the subaccounts and could include:
a.  the requirement of a minimum time period between each transfer; or
b.  not accepting a transfer request from an agent acting under a power of
    attorney on behalf of more than one owner;  or
c.  limiting the dollar amount that may be transferred between the subaccounts
    at any one time;
8)During  times of drastic  economic  or market  conditions,  we may suspend the
  transfer  privilege  temporarily  without notice and treat  transfer  requests
  based on their  separate  components (a redemption  order with a  simultaneous
  request for purchase of another  subaccount).  In such a case,  the redemption
  order  would  be  processed  at  the  source   subaccount's   next  determined
  accumulation  unit.  However,  the purchase into the new  subaccount  would be
  effective  at  the  next  determined  accumulation  unit  value  for  the  new
  subaccount only after we receive  proceeds from the source  subaccount,  or we
  otherwise receive cash on behalf of the source subaccount;
9)Transfers do not change the allocation instructions for future premium


<PAGE>



  payments;
10)You may elect to make transfers by telephone. However, to elect this option


<PAGE>



   you must first make a written request.  If there are joint owners,  unless we
   are  instructed to the contrary,  instructions  by telephone will be accepted
   from either of the joint owners. We will use reasonable procedures to confirm
   that instructions communicated by telephone are genuine.

Transfer  Processing Fee: A number of transfers during each policy year are free
as  shown  on the  Policy  Schedule.  We  will  deduct  from  the  amount  being
transferred  the  processing  fee shown on the Policy  Schedule for transfers in
excess of the free  amount of  transfers.  Each  written  notice of  transfer is
considered  to be one request  regardless  of the number of  subaccounts  or any
fixed account affected by the transfer.


GENERAL POLICY PROVISIONS

Entire Contract:  We have issued this policy in consideration of the application
and initial premium payment. A copy of the application is attached to and made a
part of this policy.  The policy,  including  the  application  and any attached
riders or endorsements,  forms our entire contract with you. All statements made
by or for each Insured in the application or any  supplemental  application will
be considered  representations  and not warranties.  In the absence of fraud, we
will not use any  statement  made by or for each  Insured to deny a claim unless
the statement is in the  application or  supplemental  application and a copy of
the statement has been furnished to the claimant.

Changes:  No change may be made to this policy unless it is in writing and has
been signed by our Chairman, President, a Vice President or our Secretary.

Incontestability:  We cannot  contest the  validity of this policy  after it has
been in force  during the lifetime of each Insured for two years from the policy
date;  nor can we contest any  reinstatement  after it has been in force,  while
each  Insured  is  alive,  for  two  years  after  the  effective  date  of such
reinstatement.

We cannot  contest this policy or any  reinstatement  during the two year period
after the policy date or the effective  date of a  reinstatement  unless:  1) An
answer  in the  application  for the  policy  or  reinstatement  was not true or
complete;  and 2) If we had known the truth, we would not have issued the policy
as we did.

Any statement made by each Insured will not be used in any contest unless a copy
is furnished to the beneficiary.

Suicide:  If either Insured commits  suicide,  while sane or insane,  within two


<PAGE>



years from the policy date, our liability shall be limited to the single premium
paid prior to death, less any debt and less any partial surrenders.  This policy
will immediately terminate on the first such death by suicide.


Error in Age or Sex: If the age or sex of either Insured has been misstated, all
payments and benefits  under the policy will be those which the most recent cost
of insurance rates would have purchased at the correct equal age and sex of the


<PAGE>



Insureds.


Payment of Proceeds:  Unless an optional mode of settlement is elected, all
benefits will be paid in one sum to the beneficiary.

Postponement  of  Payments:  We will pay  surrender  proceeds or the amount of a
policy loan as soon as possible  after we receive your written  notice.  We will
pay any death  proceeds when we receive due proof of death.  (Due proof of death
includes all information we may reasonably require.)

The payment or transfer from the Variable Account may be postponed if:

1.  The New York Stock Exchange is closed, other than customary weekend or
    holiday closing, or trading on the exchange is restricted as determined by
    the Securities and Exchange Commission ("SEC"); or
2.  The SEC permits, by an order, the postponement for your protection; or
3.  The SEC determines that an emergency exists that would make the disposal of
    securities held in the variable account or determination of their value not
    reasonably practicable.

Right to Defer Payments or Transfers from any Fixed Account: Except for a policy
loan to pay  premiums,  we have the right to defer  payment of any  surrender or
transfer  of any  fixed  account  value  for up to six  months  from the date we
receive your written notice, unless the law in your state provides otherwise.

Termination:  This policy will terminate on the date when the earliest of the
following events occurs:
1.       you request in writing that coverage terminate; or
2.       the death of the last Insured to die occurs; or
3.       the grace period ends.

Annual Report: At least once each policy year, we will send you a report showing
current cash values and any other information required by law or regulation.  We
will mail this report to you at your last known address.

Non-Participating:  This  policy  will  not  share  in our  profits  or  surplus
earnings.


<PAGE>



Currency:  Any money we pay, or that is paid to us, must be in United States
currency.

Signature Guarantee: For your protection, a request for surrender,  policy loan,
or a change in ownership must be by written notice. We may require the signature
to  be  guaranteed  by  a  member  firm  of  the  New  York,  Boston,   Midwest,
Philadelphia,  or Pacific Stock Exchange, or by a commercial bank (not a savings
bank), which is a member of the Federal Deposit Insurance  Corporation.  In some
cases, the Company may require additional documentation of a customary nature.


SETTLEMENT



<PAGE>



Proceeds  will be paid in a lump  sum,  or in any  other  mutually  agreed  upon
payment option.


<PAGE>



             MODIFIED SINGLE PREMIUM VARIABLE AND FIXED LAST TO DIE
          LIFE INSURANCE POLICY Premiums are Payable until the Earlier
                     of the Death of the Last Insured to Die
     or until the Policy Anniversary when the Younger Insured Attains Age 95
                            Adjustable Death Benefit
             Death Proceeds Payable at Death of Last Insured to Die
                                Non-Participating
                   Investment Experience Reflected in Benefits


VUL-103 (8/00)



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