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

Executive Office:                            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
the Insured's death while this policy is in force. Details of the Death Proceeds
are found in the Death Benefit Provisions.




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.



<PAGE>



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




--------------------------------------------------------------------------------
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


<PAGE>



amount. The Variable Account Provisions begin on Page 16.
--------------------------------------------------------------------------------



                      MODIFIED SINGLE PREMIUM VARIABLE AND
                       FIXED LIFE INSURANCE POLICY Single
                       Premium is Payable on or Before the
                                   Policy Date
                            Adjustable Death Benefit
                    Death Proceeds Payable at Insured's Death
                                Non-Participating
                   Investment Experience Reflected in Benefits

<PAGE>


VUL-102 (8/00)

                                 POLICY SCHEDULE

Owner:            [John Doe]
Insured:          [John Doe]                   Insured's Age:    [35]
Insured's Sex:    [Male]                       Policy Date:      [July 1, 2000]
Policy Number:    [1234567]
Risk Class:       [Preferred - Nonsmoker]

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




<PAGE>




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




Monthly Date:              [1st] Day Of Each Month

Specified Amount:                                    [$100,000]


Initial 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 a


<PAGE>



                                             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:

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

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



<PAGE>



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%


<PAGE>



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
                  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 investment options, but
     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.  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%.




<PAGE>



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.

         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.



<PAGE>



         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
         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]


<PAGE>



[Lazard Retirement Equity Portfolio]                 [Morgan Stanley Emerging Markets Equity Portfolio]
[Lazard Retirement Small Cap Portfolio]              [Morgan Stanley International Magnum Portfolio]
</TABLE>


VARIABLE ACCOUNT: VFL Variable Life Insurance Separate Account






<PAGE>



                      ADDITIONAL BENEFITS PROVIDED BY RIDER

                                                                   MONTHLY COST
BENEFIT DESCRIPTION                         EXPIRY DATE              OF RIDER

Accelerated Death Benefit Rider             None                       None

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

Automatic Transfer Rider                    None                       None

Dollar Cost Averaging Rider I               None                       None

Dollar Cost Averaging Rider II              None                       None
         12 Month Option Selected


<PAGE>

<TABLE>
<CAPTION>



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

----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
       ATTAINED                                   ATTAINED                                   ATTAINED
         AGE                   COST                  AGE                 COST                  AGE                  COST
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

          35                 0.140833                70                2.885833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          36                 0.147500                71                3.242500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          37                 0.156667                72                3.546667


<PAGE>



----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          38                 0.166667                73                3.953333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------


<PAGE>



----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          39                 0.178333                74                4.410000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- ------------------- --------------------- --------------------
          40                 0.190833                75                4.900000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- ------------------- -------------------- --------------------- --------------------
          41                 0.205833                76                5.421667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- ------------------- -------------------- -------------------- --------------------- --------------------
          42                 0.220833                77                5.970000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          43                 0.238333                78                6.539167
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          44                 0.255833                79                7.143333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          45                 0.276667                80                7.805833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          46                 0.299167                81                8.543333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          47                 0.323333                82                9.376667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          48                 0.349167                83                10.315833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          49                 0.378333                84                11.342500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          50                 0.409167                85                12.433333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          51                 0.445833                86                13.566667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          52                 0.488333                87                14.732500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          53                 0.535833                88                15.907500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
---------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          54                 0.590833                89                17.107500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------


<PAGE>



<PAGE>




----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          55                 0.651667                90                18.349167
----------------------- -------------------- -------------------- -------------------- -------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          56                 0.719167                91                19.653333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          57                 0.790833                92                21.062500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          58                 0.868333                93                22.635833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          59                 0.955833                94                24.637500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          60                 1.053333                95                27.496667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          61                 1.161667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          62                 1.285000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          63                 1.425833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          64                 1.585000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          65                 1.760833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          66                 1.950000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          67                 2.155000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          68                 2.375000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          69                 2.615000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
</TABLE>


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.


<PAGE>





<PAGE>



<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
      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
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
       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
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------


<PAGE>



----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
       49             191           59           134           69            116           94            101
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------
                                                                                           95+           100
----------------- ------------ ------------- ------------ -------------- ------------ -------------- ------------


<PAGE>



</TABLE>






<PAGE>




TABLE OF CONTENTS

Policy Schedule                                                        2

Definitions                                                           10

Owner, Beneficiary and Assignment Provisions
Owner                                                                 11
Contingent Owner                                                      11
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


<PAGE>



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 Rate                                        14
Expense Charge                                                        14


<PAGE>



Surrender Charge                                                      14
Transfer Processing Fee                                               14
Changes in Policy Cost Factors                                        14
Policy Charges after the Insured's 95th Birthday                      15



<PAGE>



TABLE OF CONTENTS - CONTINUED


Surrender Provisions

Total Surrender                                                       15
Partial Surrenders                                                    15
Free Partial Surrender Amount                                         15


Loan Provisions

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


The Variable Account

Variable Account                                                      16


<PAGE>



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

Fixed Account I                                                       17

Transfers
Transfer Rules                                                        17
Transfer Processing Fee                                               18

General Policy Provisions

Entire Contract                                                       18
Changes                                                               18
Incontestability                                                      19


<PAGE>



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

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.


<PAGE>



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 Insured dies 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:  The person, 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.


<PAGE>



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.

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.

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>



<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 the Insured is living. Your rights in this policy
belong to your estate if you die before the  Insured  dies 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 Insured's  death.  In the event of Joint
Owners,  the  contingent  owner will become the owner if both named joint owners
die  before  the  Insured.  The  contingent  owner,  if any,  is as named in the
application,  unless changed.  You may name a contingent owner at any time while
the  Insured  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  Insured  dies.  The  contingent  beneficiary,   if  any,  will  become  the
beneficiary  if no primary  beneficiary  is living on the date of the  Insured's
death. The primary beneficiary and contingent beneficiary on the policy date are


<PAGE>



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 Insured dies,
we will pay such primary  beneficiaries in equal shares unless you have provided
otherwise.

If any beneficiary dies before the Insured,  that beneficiary's  interest in the
death benefit will end.

If any beneficiary dies at the same time as the Insured, or within 30 days after
the Insured,  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 Insured  dies, 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 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


<PAGE>



before it was recorded.  An irrevocable  beneficiary  must consent in writing to
any change in beneficiary.

Assignment:  While the 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  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.

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


<PAGE>



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.

If  sufficient  premium is not paid by the end of the grace  period,  the policy
will terminate  without value.  If the Insured dies 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


<PAGE>



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
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
Insured has died while this policy is in force.



<PAGE>




<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; plus
2.   any insurance that may be provided by riders to your policy; less
3.   any debt; less


<PAGE>



4.   any due and unpaid monthly deductions during the Grace Period.

We will pay the  death  proceeds  after  we  receive  due  proof of death at our
Administrative  Office.  The  death  proceeds  will be  adjusted  under  certain
conditions.  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 Insured,
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 Insured  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.

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


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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 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.


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


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<PAGE>



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: The monthly cost of insurance rate is a 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
     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 and is assessed in proportion to the reduction in the
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
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 Insured's 95th Birthday: Policy Charges as shown on the


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Policy Schedule will not apply on and after the policy  anniversary  nearest the
Insured's attained age 95.


SURRENDER PROVISIONS


<PAGE>



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 by  written
notice after the end of the first policy year. 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
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  amount 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
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


<PAGE>



         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


<PAGE>



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.  Loans
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  aggregate  premiums;  and (2)
all loans against  policies in the 11th policy year or later;  or (3) the amount
of any outstanding policy loan transferred in a tax-free  exchange.  These loans
are considered preferred loans.

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.

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


<PAGE>



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


<PAGE>



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
such changes is on file with the Pennsylvania Insurance Commissioner.

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


<PAGE>



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


<PAGE>



     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 in 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
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.


TRANSFERS


<PAGE>



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)
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


<PAGE>



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


<PAGE>



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 the 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 the  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 the Insured for two years from the policy
date; nor can we contest any reinstatement after it has been in force, while the
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 the Insured will not be used in any contest unless a copy


<PAGE>



is furnished to the beneficiary.

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

Error in Age or Sex: If the age or sex of the 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 Insured's correct age or sex.

Payment of Proceeds: Unless we agree to another mode of settlement, 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


<PAGE>



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 Insured dies; 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.

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,


<PAGE>



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

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


<PAGE>




<PAGE>








                      MODIFIED SINGLE PREMIUM VARIABLE AND
                       FIXED LIFE INSURANCE POLICY Single
                       Premium is Payable on or Before the
                                   Policy Date
                            Adjustable Death Benefit
                    Death Proceeds Payable at Insured's Death
                                Non-Participating
                   Investment Experience Reflected in Benefits

VUL-102 (8/00)



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