VALLEY FORGE LIFE INSURANCE CO VARIABLE LIFE SEPARATE ACCOUN
S-6, 2000-01-13
Previous: YONKERS FINANCIAL CORP, 8-K, 2000-01-13
Next: LYCOS INC, S-3/A, 2000-01-13



                                                      Registration No. 333-_____
 -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

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

A.  Valley Forge Life Insurance Company Variable Life Separate Account
    (Exact  Name  of  Trust)

B.  Valley Forge Life Insurance Company
    (Name  of  Depositor)

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

D.  Name  and  complete  address  of  agent  for  service:

    Jonathan D. Kantor
    Senior Vice President, General Counsel and Secretary
    Valley Forge Life Insurance Company
    CNA Plaza, 43 South
    Chicago, Illinois 60685

    Copies  to:

    Lynn Korman Stone
    Blazzard, Grodd & Hasenauer, P.C.
    P.O. Box 5108
    Westport, CT 06881
    (203) 226-7866

E.  Flexible Premium Variable Life Insurance Policy
    (Title and amount of  securities  being  registered)

F.  Proposed  maximum  aggregate  offering  price  to  the  public  of the
    securities  being  registered:

    Continuous  offering

G.  Amount  of  Filing  Fee:  Not  Applicable

H.  Approximate date of proposed public offering:

    As soon as practicable after the effective date of this filing.

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

                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

N-8B-2 Item   Caption in Prospectus
- ------------  ------------------------------
1(a)          Other Information
 (b)          The Variable Life Insurance Policy

2             Other Information

3             Not Applicable

4             Other Information

5             Other Information

6(a)          Not Applicable
 (b)          Not Applicable

7             Not Applicable

8             Not Applicable

9             Legal Proceedings

10            Purchases; Investment Options; Access to Your Money

11            Investment Options

12            Investment Options

13            Expenses

14            Purchases

15            Purchases

16            Purchases; Investment Options

17            Access to Your Money

18            Access to Your Money

19            Reports to Owners

20            Not Applicable

21            Access to Your Money

22            Not Applicable

23            Not Applicable

24            Other Information

25            Other Information

26            Expenses

27            The Company

28            Executive Officers and Directors

29            The Company

30            The Company

31            Not Applicable

32            Not Applicable

33            Not Applicable

34            Not Applicable

35            Other Information

36            Not Applicable

37            Not Applicable

38            Other Information

39            Other Information

40            Not Applicable

41            Not Applicable

42            Not Applicable

43            Not Applicable

44            Purchases

45            Investment Options; Other Information

46            Purchases; Access to Your Money

47            Not Applicable

48            Not Applicable

49            Not Applicable

50            Not Applicable

51            Other Information; Purchases

52            Investment Options

53            Other Information

54            Not Applicable

55            Not Applicable

56            Not Applicable

57            Not Applicable

58            Not Applicable

59            Financial Statements



                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

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

This prospectus  describes the Flexible  Premium  Variable Life Insurance Policy
that we (Valley Forge Life Insurance Company) are offering.

The policy is a variable benefit policy.  We have designed the policy for use in
estate and retirement planning and other insurance needs of individuals.

You, the policyowner,  have a number of investment choices in the policy.  These
investment  choices  include  fixed  account  options as well as the  investment
options listed below. When you buy a policy and allocate funds to the investment
options you are subject to  investment  risk.  This means that the value of your
policy may increase and decrease  depending upon the  investment  performance of
the investment option(s) you select. Under some circumstances, the death benefit
and the duration of the policy will also  increase and decrease  depending  upon
investment performance.

FEDERATED INSURANCE SERIES
Advised by Federated Investment Management
Company
Federated High Income Bond Fund II
Federated Prime Money Fund II
Federated Utility Fund II

THE ALGER AMERICAN FUND
Advised by Fred Alger Management, Inc.
Alger American Growth Portfolio
Alger American Mid-Cap Growth Portfolio
Alger American Small Capitalization Portfolio

SOGEN VARIABLE FUNDS, INC.
Advised by Societe Generale Asset Management
Corp.
SoGen Overseas Variable Fund

VAN ECK WORLDWIDE INSURANCE TRUST
Advised by Van Eck Associates Corporation
Van Eck Worldwide Emerging Markets Fund
Van Eck Worldwide Hard Assets Fund

VARIABLE INSURANCE PRODUCTS FUND
(VIP) and
VARIABLE INSURANCE PRODUCTS FUND II
(VIP II)
Advised by Fidelity Management & Research
Company
Fidelity VIP II Asset Manager Portfolio
Fidelity VIP II Contrafund Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP II Index 500 Portfolio

MFS VARIABLE INSURANCE TRUST
Advised by MFS Investment Management
MFS Emerging Growth Series
MFS Growth With Income Series
MFS Research Series
MFS Total Return Series

JANUS ASPEN SERIES
Advised by Janus Capital Corporation
Janus Aspen Capital Appreciation Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Income Portfolio
Janus Aspen International Growth Portfolio
Janus Aspen Worldwide Growth Portfolio

Please  read this  prospectus  before  investing  and keep it on file for future
reference. It contains important information about the Flexible Premium Variable
Life Insurance Policy. The Securities and Exchange  Commission (SEC) maintains a
Web site (http://www.sec.gov) that contains information regarding companies that
file electronically with the SEC.

The policy:

*        is not a bank deposit.
*        is not federally insured.
*        is not endorsed by any bank or government agency.

The  policy  is  subject  to  investment  risk.  You may be  subject  to loss of
principal.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities nor has it determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

This prospectus is not an offering of the securities in any state,  country,  or
jurisdiction  in which we are not  authorized to sell the  policies.  You should
rely  only  on the  information  contained  in this  prospectus  or that we have
referred you to. We have not authorized  anyone to provide you with  information
that is different.

Date: _______, 2000

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS


                                                                                                               Page

<S>                                                                                                              <C>
HIGHLIGHTS........................................................................................................1

THE COMPANY.......................................................................................................4

THE VARIABLE LIFE INSURANCE POLICY................................................................................4

EXPENSES .........................................................................................................5

PURCHASES........................................................................................................10

INVESTMENT CHOICES...............................................................................................15

DEATH BENEFIT....................................................................................................19

TAXES    ........................................................................................................24

ACCESS TO YOUR MONEY.............................................................................................25

OTHER INFORMATION................................................................................................27

MORE INFORMATION.................................................................................................31
         Executive Officers and Directors........................................................................31
         Voting   ...............................................................................................32
         Disregard of Voting Instructions........................................................................32
         Legal Opinions..........................................................................................33
         Our Right to Contest....................................................................................33
         Federal Tax Status......................................................................................33
         Reports to Owners.......................................................................................37
         Legal Proceedings.......................................................................................37
         Experts  ...............................................................................................38
         Financial Statements....................................................................................38

APPENDIX - Illustrations of Policy Values........................................................................38
</TABLE>

                             INDEX OF SPECIAL TERMS

This  prospectus  is written in plain  English to make it as  understandable  as
possible.  However,  by the  very  nature  of the  policy,  the  use of  certain
technical words or terms are unavoidable. We have identified some of these words
or  terms.  For some we have  provided  you  with a  definition  below.  For the
remainder,  we believe that you will find an adequate discussion in the text. We
have  identified  these terms and provided you with a page number that indicates
where you will find the  explanation  for the word or term.  The word or term on
the page is in italics.

Death  Proceeds:  The amount of money payable to the  beneficiary if the Insured
dies while this policy is in force.

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

General  Account:  Our assets other than those allocated to the Variable Account
or any other separate account.

Investment  Option:  An investment  choice  within  Valley Forge Life  Insurance
Company Variable Life Separate Account available under the policy.

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

Riders: An endorsement that is incorporated into your policy.

Specified  Amount:  A dollar  amount used to determine the death benefit of your
policy. This amount is chosen by you. The minimum specified amount is $100,000.

Target  Premium:  A premium  calculated  when a policy is  issued,  based on the
insured's  age,  sex  (except in unisex  policies)  and risk  class.  The Target
Premium is used to calculate the surrender charge.

                                                                            Page
Beneficiary, Contingent Beneficiary
Business Day
Cash Value, Net Cash Value, Cash Surrender Value
Fixed Account I, Fixed Account II
Insured
Monthly Date
Monthly Anniversary
Owner, Joint Owner, Contingent Owner
Policy Year, Policy Anniversary
Policy Date


                                   HIGHLIGHTS

The Variable Life Insurance Policy

The variable life insurance policy is a contract between you, the owner, and us,
an insurance  company.  The policy  provides for life insurance  coverage on the
insured. It has cash values, a death benefit,  surrender rights, loan privileges
and  other  characteristics  associated  with  traditional  and  universal  life
insurance.  However,  since the policy is a variable life insurance policy,  the
value of your policy will  increase or decrease  depending  upon the  investment
experience of the investment  option(s) you choose. The death benefit associated
with the  policy is  distributed  free from  federal  income  taxes to the named
insured. However, estate taxes may apply.

Expenses

The policy  has both  insurance  and  investment  features,  and there are costs
related to each that reduce the return on your investment. We deduct:

*    a premium charge from each premium payment made.

*    an expense charge daily from amounts allocated to the investment options.

*    a monthly  deduction  from cash value for: cost of  insurance;  cost of any
     rider(s); and monthly policy fee; and

*    daily  investment  option charges which apply to the average daily value of
     the investment options.

We may assess a surrender charge if you take out money from your policy.  If you
make  more  than 12  transfers  in any  policy  year,  unless  the  transfer  is
pre-scheduled,  we will charge a transfer processing fee. Also, for the first 12
months after an increase in the specified  amount, we will deduct $10 each month
from your policy.

On or after the policy  anniversary  on and after the insured's  95th  birthday,
policy charges will not be charged.

Purchases

You purchase the policy by completing the proper forms.  In some  circumstances,
we may contact you for  additional  information  regarding  the insured.  We may
require the insured to provide us with medical records,  physicians'  statements
or a complete paramedical examination.

The minimum  initial  premium payment we accept is computed for you based on the
specified  amount  you  request.  The  policy is  designed  for the  payment  of
subsequent premiums. The minimum subsequent premium payment you can make is $50.

Investment Choices

You can put  your  money  in the  fixed  account  options  and/or  in any of the
investment options.  Currently,  you may invest in all investment choices at any
one time. However, we reserve the right to limit this in the future.

Death Benefit

The amount of the death benefit depends on:

*        the specified amount of insurance of your policy;
*        the death benefit option in effect at the time of death; and
*        under some circumstances, your cash value.

There are two death  benefit  options:  Option 1 and  Option  2.  Under  certain
circumstances  you can change  death  benefit  options.  You can also change the
specified amount under certain circumstances after your policy has been in force
for one year.

If death benefit Option 1 is in effect, the death benefit is the greater of your
specified  amount,  or your cash  value on the date of death  multiplied  by the
applicable factor.  Under this option, the amount of the death benefit is fixed,
except when we use the factor to determine the benefit percentage.

If death benefit Option 2 is in effect, the death benefit is the greater of your
specified amount in effect plus the cash value, or the cash value on the date of
death multiplied by the applicable factor.  Under this option, the amount of the
death benefit is variable.

Taxes

Your policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the death proceeds paid under the policy
should be excludable from the gross income of your beneficiary.  Any earnings in
your policy are not taxed until you take them out. The tax treatment of the loan
proceeds and surrender  proceeds will depend on whether the policy is considered
a Modified Endowment Contract (MEC).  Proceeds taken out of a MEC are considered
to come from earnings  first and are  includible in taxable  income.  If you are
younger than 59 1/2 when you take money out of a MEC, you may also be subject to
a 10% federal tax penalty on the earnings withdrawn.

Access to Your Money

You can make a total  surrender  of your  policy at any time and we will pay you
the net cash value.  You may make a partial  surrender at any time after the 5th
policy  anniversary,  or earlier if required by state law. When you make a total
or partial surrender, a surrender charge may be assessed.

You can also borrow some of your net cash value.

Other Information

Free Look.  You can cancel  the policy  within 10 days after you  receive it (or
whatever  period is required in your  state).  We will refund an amount equal to
the cash value plus fees or charges  deducted  from  premium  payments  less any
debt.  When we receive your  initial net  premium,  we will credit the amount to
your policy on the policy date. Afterwards,  we will allocate your funds to your
investment choices.


Additional Features. The following additional features are offered:

*    You can arrange to have a regular amount of money automatically transferred
     from the Federated  Prime Money Fund II to selected  investment  options or
     Fixed Account I each month,  theoretically  giving you a lower average cost
     per unit over time than a single one time  purchase.  We call this  feature
     the dollar cost averaging option.

*    You can  arrange to have us  automatically  rebalance  amounts in  selected
     investment  options  and  Fixed  Account  I  to  return  to  your  original
     percentage allocations. We call this feature the automatic transfer option.

*    In some  states,  at any time  during the first 18 months your policy is in
     force,  you can convert  the policy to any  permanent  non-variable  policy
     offered by us in your state. We call this feature the right to convert.

*    If the  insured  becomes  terminally  ill, we will pay you a portion of the
     death benefit. We call this feature the accelerated benefit.

*    If the insured becomes disabled, under certain circumstances, we will waive
     the  monthly  deductions.  We call  this the  waiver of  monthly  deduction
     benefit.

*    We also  offer a  number  of  additional  riders  that are  common  to life
     insurance policies.

These  features  and  riders may not be  available  in your state and may not be
suitable for your particular situation.

Inquiries

If you need more information about buying a policy, please contact us at:

                           Valley Forge Life Insurance Company
                           100 CNA Drive
                           Nashville, TN 37214
                           (800) 262-1755

                                   THE COMPANY

Valley Forge Life Insurance Company,  with its administrative  office located at
100 CNA Drive, Nashville, TN 37214, is a wholly- owned subsidiary of Continental
Assurance  Company  ("Assurance").  Assurance is a wholly-  owned  subsidiary of
Continental  Casualty  Company  ("Casualty"),   which  is  wholly-owned  by  CNA
Financial  Corporation ("CNA").  Loews Corporation owns approximately 86% of the
outstanding common stock of CNA as of September 30, 1999.

We are principally  engaged in the sale of life insurance and annuities.  We are
licensed in the District of Columbia,  Guam,  Puerto Rico and all states  except
New York, where we are only admitted as a reinsurer.

                       THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance policy is a contract between you, the owner, and us,
an insurance  company.  The policy  described in this  prospectus  is a flexible
premium variable life insurance policy. The policy is "flexible" because:

*    the frequency and amount of premium payments can vary;

*    you can choose between death benefit options; and

*    you can increase or decrease the amount of insurance  coverage,  all within
     the same policy of insurance.

The  policy  is  "variable"  because  the  cash  value,  when  allocated  to the
investment  options,  may  increase or decrease  depending  upon the  investment
results of the selected investment  options.  Under certain  circumstances,  the
death benefit and the duration of your policy may also vary.

During the life of the insured,  you can surrender the policy for all or part of
its net cash  value.  You may also  obtain a policy  loan  using  the  policy as
security and by properly assigning it to us.

We also make  available  a number of  riders  to meet a variety  of your  estate
planning needs.

To the extent you select any of the investment options,  you bear the investment
risk. If your net cash value is  insufficient  to pay any expense  charges,  the
policy may terminate.

Because the policy is like traditional and universal life insurance, it provides
a death benefit which is paid to your named beneficiary.  When the insured dies,
the  death  proceeds  are paid to your  beneficiary.  These  proceeds  should be
excludable  from the gross income of the  beneficiary,  however estate taxes may
apply.  The tax-free  death  proceeds  makes this an excellent way to accumulate
money you do not think you will use in your lifetime. It is also a tax-efficient
way to provide for those you leave behind. If you need access to your money, you
can borrow from the policy or make a total or partial surrender.



Purchasing Considerations

The policy is designed for individuals and businesses that have a need for death
protection  but who also  desire to  potentially  increase  the  values in their
policies through  investments in the investment  options.  The policy offers the
following to individuals:

*        create or conserve one's estate;
*        supplement retirement income; and
*        access to funds through loans and surrenders.

If you  currently  own a  variable  life  insurance  policy  on the  life of the
insured,  you should  consider  whether the purchase of the policy  described in
this  prospectus is  appropriate.  Replacement  of an existing  policy with this
policy may not be advantageous to your situation.

                                    EXPENSES

There are charges and other expenses  associated with the policy that reduce the
return on your investment in the policy.  The charges and expenses are described
below.

Premium Charge

We deduct a premium  charge from each  premium  payment you make to reimburse us
for the  expenses  associated  with  selling  the policy and for tax charges and
costs we incur. The premium charge is as follows:

<TABLE>
<CAPTION>
<S>                   <C>                   <C>
         Policy Years 1-10:                 7.5% of all premiums up to the target premium.
         Policy Years 11 and later:         5.5% of all premiums up to the target premium.
         All Years:                         3.5% of all premiums in excess of the target premium.
</TABLE>

Monthly Deductions

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 monthly cost of any riders attached to your policy; and
*        the monthly policy fee.

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 investment options and fixed accounts.

Cost of Insurance.  This charge  compensates  us for the  insurance  coverage we
provide in the month  following  the charge.  We  determine  the monthly cost of
insurance rate each year as of the policy anniversary.  The rate will be charged
for the next policy year. The cost of insurance  rate for a specified  amount of
insurance portion for a policy month equals the sum of:

*    the standard  cost of  insurance  rate for that month from the table of our
     standard cost of insurance rates; and

*    an additional  rate or charge for any extra  mortality risk  classification
     (substandard  insurance) that applies for the specified amount of insurance
     portion.

The additional rate or charge for an extra mortality risk classification for any
policy month equals the amount of extra  mortality that the risk  classification
represents  for that month.  Each portion of the specified  amount will have its
own cost of insurance rate which may be different from any other portion.

The total cost of  insurance  rate for a policy  month  will be uniform  for all
specified amount of insurance portions that:

*        are in the same specified amount band, sex, and risk classification;
*        take effect when the insureds are the same age; and
*        have been in force the same length of time.

We may charge less than the maximum cost of insurance rates shown in your policy
from time to time based on our  expectations as to future cost elements such as:
investment earnings, mortality,  persistency,  expenses and taxes. Any change we
make  will  apply  to  all   specified   amount   portions   in  the  same  risk
classification.

Since the mortality  tables used with the policy  distinguish  between males and
females,  the cost of  insurance  and the benefits  payable will differ  between
males  and  females  of the same age.  Employers,  employee  plans and  employee
organizations should seek legal advice to determine whether the Civil Rights Act
of 1964,  Title VII, or other  applicable  law prohibits the use of sex distinct
mortality  tables.  We will offer the policy based upon unisex  mortality tables
where required.

Monthly Cost of Riders.  The amount of any charges  associated  with riders,  if
any, each policy month is  determined in accordance  with the rider and is shown
on the schedule page of your policy.

Monthly  Policy  Fee.  There is a monthly  policy  fee which is equal to $26 per
policy  month for the first policy  year.  Thereafter,  the fee is $6 per policy
month. The charges reimburse us for expenses  incurred in the  administration of
the policies. Such expenses include:  confirmations,  annual account statements,
maintenance  of  policy  records,   maintenance  of  variable  account  records,
administrative  personnel costs,  mailing costs,  data processing  costs,  legal
fees,  accounting fees,  filing fees, the costs of other services  necessary for
policy owner  servicing and all accounting,  valuation,  regulatory and updating
requirements.

Expense Charge

We deduct an expense charge from each  investment  option each business day. The
expense charge is equal to:

<TABLE>
<CAPTION>
<S>                   <C>                            <C>
         Policy Years 1-10:                          Approximately .90%, on an annual basis, of the
                                                     cash value of each investment option.

         Policy Years 11 and later:                  Approximately .45%, on an annual basis, of the
                                                     cash value of each investment option.
</TABLE>

This charge  compensates us for some of the mortality  risks we assume,  and the
risk that we will experience costs above that for which we are  compensated.  It
also compensates us for some of the  administrative  costs in administering  the
policy. We expect to profit from the charge.

Surrender Charges

A surrender charge may be deducted if you make a full or partial surrender.  The
surrender charge varies by issue age, specified amount, sex, smoking status, and
contract duration. The surrender charge is $16 per $1,000 of specified amount of
insurance for the first 6 policy years. The charge then grades down to zero over
policy years 7 through 15 as shown in the following table:

<TABLE>
<CAPTION>
                           Policy Years                       % of Surrender Charge
<S>                        <C>                                <C>
                           1-6                                100%
                           7                                  80%
                           8                                  70%
                           9                                  60%
                           10                                 50%
                           11                                 40%
                           12                                 30%
                           13                                 20%
                           14                                 10%
                           15+                                No Surrender Charge
</TABLE>

Transfer Processing Fee

You may transfer values from one investment option to another, or to or from the
fixed  accounts.  The first 12 transfers in a policy year are free.  The fee for
each  additional  transfer is  currently  $25. The  transfer  processing  fee is
deducted  from  the  amount  which  is  transferred.  Prescheduled  dollar  cost
averaging  transfers  or automatic  transfers  are not counted when we determine
transfer  processing  fees.  Each written notice of transfer is considered to be
one request  regardless of the number of investment options or any fixed account
involved in the transfer.

Income Tax Charge

We do not currently  assess any charge for income taxes. We reserve the right to
assess a charge for such taxes against the investment options or your cash value
if we determine that such taxes will be incurred.

Charges after the Insured's 95th Birthday

On or after the policy  anniversary  on or after the  insured's  95th  birthday,
there will not be any policy charges.

Waiver of Monthly Deduction Rider

If you  choose  the waiver of monthly  deduction  rider,  we will waive  monthly
deductions if the insured becomes totally disabled, as defined in the rider. The
waiver will begin on the latest date when:

*        we have been notified of the onset of a total disability;
*        we have received due proof of total disability; and
*        total disability has continued for 6 consecutive months.

If you choose  this  feature,  the  monthly  cost of this rider is shown on your
policy schedule. The rider will terminate:

*    on the first policy anniversary on or after the insured's 65th birthday;

*    if you give us written notice to terminate it; or

*    when the policy terminates.

This benefit may not be available in your state.

<TABLE>
<CAPTION>
Investment Option Annual Expenses
(as a percentage of average net assets)

The annual expenses of the portfolios below are based on data provided by the respective fund
groups.  We have not independently verified such data.  Future expenses may be greater or less
than those shown.
                                                                                Other
                                                                                Expenses         Total  Annual
                                                                                (after           Expenses
                                                                                reimbursement    (after reimbursement
                                                              Management        for certain      for certain
                                                              Fees              portfolios)      portfolios)
                                                              ----              -----------      -----------
FEDERATED INSURANCE SERIES:
<S>                                                              <C>            <C>            <C>   <C>
  Federated High Income Bond Fund II                             0.60%          0.18%          0.78%[1]
  Federated Prime Money Fund II                                  0.49%          0.31%          0.80%[1]
  Federated Utility Fund II                                      0.68%          0.25%          0.93%[1]

VARIABLE INSURANCE PRODUCTS FUND (VIP) AND
VARIABLE INSURANCE PRODUCTS FUND II (VIP II):
  Fidelity VIP Equity-Income Portfolio                           0.49%          0.09%          0.58%[2]
  Fidelity VIP II Asset Manager Portfolio                        0.54%          0.10%          0.64%[2]
  Fidelity VIP II Contrafund Portfolio                           0.59%          0.11%          0.70%[2]
  Fidelity VIP II Index 500 Portfolio                            0.24%          0.11%          0.35%[2]

THE ALGER AMERICAN FUND:
  Alger American Growth Portfolio                                0.75%          0.04%          0.79%
  Alger American Mid-Cap Growth Portfolio                        0.80%          0.04%          0.84%
  Alger American Small Capitalization
     Portfolio                                                   0.85%          0.04%          0.89%

MFS VARIABLE INSURANCE TRUST:
  MFS Emerging Growth Series                                     0.75%          0.10%          0.85%[3]
  MFS Growth With Income Series                                  0.75%          0.13%          0.88%[3]
  MFS Research Series                                            0.75%          0.11%          0.86%[3]
  MFS Total Return Series                                        0.75%          0.16%          0.91%[3]

SOGEN VARIABLE FUNDS, INC.:
  SoGen Overseas Variable Fund                                   0.75%          0.75%          1.50%[4]

VAN ECK WORLDWIDE INSURANCE TRUST:
  Van Eck Worldwide Emerging Markets Fund                        1.00%          0.61%          1.61%[5]
  Van Eck Worldwide Hard Assets Fund                             1.00%          0.20%          1.20%[6]

JANUS ASPEN SERIES
  Janus Aspen Capital Appreciation Portfolio                     0.70%          0.22%          0.92%[7]
  Janus Aspen Growth Portfolio                                   0.65%          0.03%          0.68%[7]
  Janus Aspen Balanced Portfolio                                 0.72%          0.02%          0.74%
  Janus Aspen Flexible Income Portfolio                          0.65%          0.08%          0.73%
  Janus Aspen International Growth Portfolio                     0.66%          0.20%          0.86%[7]
  Janus Aspen Worldwide Growth Portfolio                         0.65%          0.07%          0.72%[7]
</TABLE>

[1]  Federated  Investment  Management Company has voluntarily agreed to waive a
     portion of its  management  fee with  respect to these  funds.  Absent this
     waiver,  the total annual  expenses would have been 0.78%,  0.81% and 1.00%
     for the Federated High Income Bond Fund II, the Federated  Prime Money Fund
     II and the  Federated  Utility  Fund II,  respectively.  There  has been no
     waiver of the management fee for the Federated High Income Bond Fund II.

[2]  A portion of the  brokerage  commissions  that these  funds pay was used to
     reduce  fund  expenses.   In  addition,   these  funds  have  entered  into
     arrangements  with their custodian  whereby credits realized as a result of
     uninvested cash balances were used to reduce custodian expenses.  Including
     these reductions, the total operating expenses presented in the table would
     have been .57%,  .63% and .66% for the  Equity-Income,  Asset  Manager  and
     Contrafund Portfolios, respectively.

[3]  Each of these funds has an expense  offset  arrangement  which  reduces its
     custodian fee based upon the amount of cash it maintains with its custodian
     and dividend  disbursing  agent,  and may enter into such  arrangements and
     directed  brokerage  arrangements  (which  would  also  have the  effect of
     reducing its expenses).  Any such fee  reductions  are not reflected  under
     "Other Expenses".

[4]  The annualized  ratios of operating  expenses to average net assets for the
     period ended  December 31, 1998 would have been 4.98% without the effect of
     earnings  credits,  and the  investment  advisory  fee waiver  and  expense
     reimbursement provided by the adviser.

[5]  For the year ended December 31, 1998, Van Eck Associates Corporation agreed
     to waive its  management  fees and assume all  expenses  of the Fund except
     interest, taxes, brokerage commissions and extraordinary expenses exceeding
     1.50% of average daily net assets.

[6]  The fund directs certain portfolio trades to a broker that, in turn, pays a
     portion  of  the  Fund's  operating  expenses.  The  fund  also  has  a fee
     arrangement  based on cash  balances  left on deposit  with the  custodian,
     which reduces the fund's operating expenses.  Due to this, management fees,
     other  expenses,  and total annual  expenses  were 1.00%,  0.16% and 1.16%,
     respectively.

[7]  Expenses are stated net of contractual  waivers and fee reductions by Janus
     Capital.  Absent these waivers,  the total annual  expenses would have been
     0.97%,  0.75%,  0.95% and 0.74% for the Janus  Aspen  Capital  Appreciation
     Portfolio,  Janus Aspen Growth Portfolio,  Janus Aspen International Growth
     Portfolio, and Janus Aspen Worldwide Growth Portfolio, respectively.


                                    PURCHASES
Premiums

The  initial  premium is due on the  policy  date.  The policy  date is the date
coverage under the policy becomes effective. Other premiums may be required. All
premiums must be sent to us at our Administrative Office. Before we send out the
policy,  the  application and the premium must be in good order as determined by
our administrative rules.

Your first policy year starts on the day the  coverage is  effective  under your
policy (the policy date).  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) is referred to as a policy year.  Future policy
years start on the same day and month in each subsequent year. We call that date
a policy  anniversary.  Your monthly date is the same day as the policy date for
each succeeding month.

Application for a Policy

In order to  purchase  a  policy,  you must  submit  an  application  to us that
requests  information about the proposed insured.  In some cases, we may contact
you for additional information.  We may request that the insured provide us with
medical  records,  a  physician's  statement or possibly  require  other medical
tests.

Subsequent Premiums

The policy is designed to allow you to make subsequent premium payments. You can
make premiums  during the lifetime of the insured or until the insured's age 95.
You may change the amount and frequency of premiums.  We have the right to limit
the amount of any increase.  Each premium  after the initial  premium must be at
least  $50.  Unless  you tell us  otherwise,  any  subsequent  payments  will be
considered premiums and not loan repayments. Subsequent premium payments will be
credited to your policy as of the day they are received.

Allocation of Premium

The initial  premium is credited on the policy date. The initial premium will be
allocated to the investment options on the latest of:

*    2 business days after the policy date;

*    2  business  days  after  our  receipt  of  your  initial  premium  at  our
     administrative office; or

*    the date our underwriters approve this policy.

Your premium is allocated to the available  fixed accounts or one or more of the
investment  options,  as selected by you. This  allocation is not subject to the
transfer fee provision (see "Transfer Fee").  Currently,  you can select as many
investment options as you wish.  However,  we reserve the right to limit this in
the future. All allocation percentages must be in whole numbers and at least 1%.

You may change the  allocation  of future  premiums by providing us with written
notice.  The change will be effective on the date we receive your request at our
administrative office.

Our Right to Reject or Return a Premium Payment

In order to receive the tax  treatment  for life  insurance  under the  Internal
Revenue Code (Code), a policy must initially  qualify and continue to qualify as
life insurance under the Code. To maintain this qualification,  we have reserved
the right under the policy to return any premiums paid which we have  determined
will cause the policy to fail as life insurance.  We also have the right to make
changes in the policy or to make a distribution  to the extent we determine this
is  necessary  to  continue  to  qualify  the  policy  as life  insurance.  Such
distributions may have current income tax consequences to you.

If  subsequent  premiums  will cause your policy to become a Modified  Endowment
Contract  (MEC),  we will  contact  you prior to  applying  the  premium to your
policy.  If you  elect  to  have  the  premium  applied,  we  require  that  you
acknowledge in writing that you understand the tax  consequences of a MEC before
we will apply the premiums.

Total Disability Waiver of Premium Rider

We make available a total disability waiver of premium rider.  Under this rider,
we will  credit a premium  while the policy is in force if the  insured  becomes
totally  disabled,  as defined in the rider.  The premium  credited  will be the
lesser of:

*    1/12th of the waiver of premium amount shown on your policy schedule; or

*    the monthly average of premiums paid on your policy over the last 36 policy
     months.

Benefits  will begin on the latest date when we have been  notified of the onset
of total  disability;  and we have received due proof of total  disability;  and
total disability has continued for 6 consecutive months.

If you choose  this  feature,  the  monthly  cost of this rider is shown on your
policy schedule. The rider will terminate:

*    on the first policy anniversary on or after the insured's 65th birthday;

*    if you give us written notice to terminate it; or

*    when the policy terminates.

The rider may not be available in your state.

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. We will send you
a notice at the start of the grace period to your last known  address and to any
assignee.  A minimum payment of an amount equal to 2 monthly  deductions must be
paid.  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.  If the lapse prevention guarantee described below is in
effect,  the grace period will not apply until the  beginning of the policy year
following the lapse prevention guarantee period.

Reinstatement

If your  policy  terminated  at the  end of a grace  period  and  you  have  not
surrendered it for its cash surrender  value,  you can request that we reinstate
it (restore your insurance coverage). To reinstate your policy you must:

*    submit a written request for reinstatement at any time within 3 years after
     the end of the grace period;

*    submit proof of insurability satisfactory to us;

*    pay an amount large enough to cover the next 2 monthly deductions;

*    pay any negative cash surrender  value that existed at the end of the grace
     period; and

*    repay or reinstate any debt which existed at the end of the grace period.

The effective  date of a  reinstatement  is the monthly date on or following the
day we approve the request for reinstatement.

If a surrender  charge was applied when the policy lapsed,  the surrender charge
applied will be credited to the cash value of your policy.  The surrender charge
on the date of  reinstatement  is equal to the  surrender  charge on the date of
lapse. To determine the surrender charge on any date after the effective date of
reinstatement,  we will not  consider  the  period  during  which the policy was
lapsed.  Unless  you tell us  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

We guarantee that your policy will not lapse during the 5 year lapse  prevention
guarantee period if throughout that period, (a) equals or exceeds (b) where:

     (a)  is  the  aggregate  premium  payments  made  less  the  amount  of any
          surrenders  (including  applicable  surrender  charges)  less any loan
          amount; and

     (b)  is the minimum monthly lapse prevention  guarantee premium  multiplied
          by the number of complete months since the policy date,  including the
          current month.

Cash Value

The cash  value is the sum of the  value in each  investment  option,  any fixed
account and the policy loan account.  On the policy date, the cash value in each
investment  option is equal to the portion of the initial  premium  allocated to
the  investment  option.  After the policy date the cash value equals the sum of
the value in the fixed accounts and in the investment options you have selected.

The cash value reflects:

*    premiums paid;

*    the monthly deductions;

*    the investment experience of the investment options 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.

Cash Surrender Value and Net Cash Value

Your cash surrender value equals your cash value less the surrender charge. Your
net cash value equals the cash surrender value less any debt.

During the insured's life, you may:

*        take loans based on the net cash value;
*        make partial surrenders (after the 5th policy anniversary); or
*        surrender the policy for its net cash value.

Method of Determining Your Cash Value Allocated to an Investment Option

The  value of your  policy  will go up or down  depending  upon  the  investment
performance  of  the  investment  option(s)  you  choose  and  the  charges  and
deductions  made against your cash value. In order to keep track of the value of
your cash  value,  we use a unit of measure we call an  accumulation  unit.  (An
accumulation unit works like a share of a mutual fund.)

Every business day we determine the value of an accumulation unit by multiplying
the  accumulation  unit value for the  immediately  preceding  business day by a
factor for the investment option for the current business day.

The factor is determined by:

*    dividing  the  value  of an  investment  option  at the end of the  current
     business day by the value of an investment option for the previous business
     day; and

*    subtracting the expense charge.

The value of an accumulation unit may go up or down from day to day.

When you make a premium payment,  we credit your policy with accumulation units.
The number of  accumulation  units credited is determined by dividing the amount
of premiums  allocated to the investment option by the value of the accumulation
unit  for  that  investment  option.  When we  assess  any  charges  we do so by
deducting  accumulation  units from your policy.  When you take a loan we reduce
the number of the  accumulation  units in your policy and transfer the amount to
the loan account.

Our  business  day is each day that we and the New York Stock  Exchange are open
for business.  Our business day closes when the New York Stock Exchange  closes,
usually 4:00 p.m. Eastern time.

                               INVESTMENT CHOICES

The  policy  offers  investment  options  which  invest in  various  funds.  The
investment  options listed below are currently  available in connection with the
policy.

You  should  read this  prospectus  and the  accompanying  prospectuses  for the
investment  options  carefully before investing.  Certain  portfolios may not be
available under the policy offered by this prospectus.

The investment objectives and policies of certain investment options are similar
to the  investment  objectives  and  policies  of other  mutual  funds  that the
investment advisers manage. Although the objectives and policies may be similar,
the investment results of the investment options may be higher or lower that the
results of such other mutual funds.  The investment  advisers cannot  guarantee,
and make no representation, that the investment results of similar funds will be
comparable even though the funds have the same advisers.

FEDERATED INSURANCE SERIES
Advised by Federated Investment Management Company
Federated High Income Bond Fund II
Federated Prime Money Fund II
Federated Utility Fund II (seeks high current income and moderate
capital appreciation by investing in securities of utility companies)

THE ALGER AMERICAN FUND
Advised by Fred Alger Management, Inc.
Alger American Growth Portfolio
Alger American Mid-Cap Growth Portfolio
Alger American Small Capitalization Portfolio

SOGEN VARIABLE FUNDS, INC.
Advised by Societe Generale Asset Management Corp.
SoGen Overseas Variable Fund

VAN ECK WORLDWIDE INSURANCE TRUST
Advised by Van Eck Associates Corporation
Van Eck Worldwide Emerging Markets Fund
Van Eck Worldwide Hard Assets Fund

VARIABLE INSURANCE PRODUCTS FUND (VIP) and
VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
Advised by Fidelity Management & Research Company
Fidelity VIP II Asset Manager Portfolio
Fidelity VIP II Contrafund Portfolio (long-term capital appreciation)
Fidelity VIP Equity-Income Portfolio
Fidelity VIP II Index 500 Portfolio

MFS VARIABLE INSURANCE TRUST
Advised by MFS Investment Management
MFS Emerging Growth Series
MFS Growth With Income Series
MFS Research Series
MFS Total Return Series (seeks long-term capital growth and future income)

JANUS ASPEN SERIES
Advised by Janus Capital Corporation
Janus Aspen Capital Appreciation Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Income Portfolio
Janus Aspen International Growth Portfolio
Janus Aspen Worldwide Growth Portfolio

Shares of the  investment  options  may be offered in  connection  with  certain
variable annuity contracts and variable life insurance  policies of various life
insurance  companies  which  may  or may  not be  affiliated  with  us.  Certain
investment  options may also be sold  directly  to  qualified  plans.  The funds
believe that offering their shares in this manner will not be disadvantageous to
you.

We may enter into  certain  arrangements  under which we are  reimbursed  by the
investment   options'   advisers,   distributors   and/or   affiliates  for  the
administrative services which we provide to the funds.

Substitution and Limitations on Further Investments

We may substitute  one of the investment  options you have selected with another
investment  option.  We will  not do this  without  the  prior  approval  of the
Securities and Exchange  Commission.  We may also limit further investment in an
investment option. We will give you notice of our intention to do this.

Fixed Account Options

You may allocate  premiums and cash values to one of our fixed account  options.
Fixed  Account  I is part of our  general  account,  and  will  offer a  uniform
interest rate  guaranteed for one policy year by us. At our  discretion,  we may
declare  an excess  interest  rate for this  account.  Fixed  Account  II offers
various  interest rates and time periods to select from. We have  segregated our
assets in Fixed Account II from our general account.  The interest rates offered
by Fixed  Account  II will  depend on the time  period  you  select.  In certain
circumstances,  if you  make a  surrender  from  Fixed  Account  II  before  the
expiration of the time period, you may be subject to an interest adjustment. The
adjustment may be positive or negative.

Transfers

You can make  transfers  as described  below.  We have the right to terminate or
modify these transfer provisions.

You can make  transfers by telephone.  If you own the policy with a joint owner,
unless we are instructed otherwise,  we will accept instructions from either you
or  the  other  owner.  We  will  use  reasonable  procedures  to  confirm  that
instructions  given  to us by  telephone  are  genuine.  If we fail to use  such
procedures,  we may be liable for any losses due to  unauthorized  or fraudulent
instructions.   However,   we  will  not  be  liable  for  following   telephone
instructions  that we  reasonably  believe  to be  genuine.  We may tape  record
telephone instructions.

Transfers are also subject to the following:

     *    Currently, you can make 12 transfers every policy year without charge.

     *    We will assess a $25 transfer  fee for each  transfer in excess of the
          free 12 transfers allowed per policy year.  Transfers made pursuant to
          the dollar cost  averaging  option and the automatic  transfer  option
          will not count in determining the application of any transfer fee.

     *    The minimum amount which you can transfer is $250 or your entire value
          in the investment  option or any fixed account option,  if it is less.
          This  requirement is waived if the transfer is made in connection with
          the dollar cost averaging option or the automatic transfer option.

     *    You may not  make a  transfer  until  after  the end of the  free-look
          period.

     *    A transfer  will be effected as of the end of the normal  business day
          when we receive an acceptable transfer request.

     *    We are  not  liable  for a  transfer  made  in  accordance  with  your
          instructions.

     *    Your  right  to  make  transfers  is  subject  to  modification  if we
          determine,  in our sole opinion, that the exercise of the right by one
          or more owners is, or would be, to the  disadvantage  of other owners.
          Restrictions  may be  applied  in any manner  reasonably  designed  to
          prevent any use of the transfer  right which is considered by us to be
          to the disadvantage of other owners.  A modification  could be applied
          to transfers to, or from,  one or more of the  investment  options and
          could include, but is not limited to:

          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
               investment options by an owner at any one time.

     *    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
          request for purchase of another  investment  option).  In such a case,
          the  redemption  order  would be  processed  at the source  investment
          option's  next  determined   accumulation  unit  value.  However,  the
          purchase into the new investment option would be effective at the next
          determined  accumulation unit value for the new investment option only
          after we receive the proceeds from the source investment option, or we
          otherwise receive cash on behalf of the source investment option.

     *    Transfers  do not  change  your  allocation  instructions  for  future
          premium payments.

Dollar Cost Averaging

Dollar cost averaging  allows you to  systematically  transfer a set amount each
month (for a period of 6 or 12 months) from the Federated Prime Money Fund II to
any of the  investment  options or Fixed Account I. By  allocating  amounts on a
regularly  scheduled  basis as opposed  to  allocating  the total  amount at one
particular   time,  you  may  be  less  susceptible  to  the  impact  of  market
fluctuations. Dollar cost averaging may not be available in your state.

If you select this option, we will open a dollar cost averaging account for you.
You must have at least $1,000 in the  Federated  Prime Money Fund II in order to
participate in the dollar cost averaging option. The minimum amount which can be
transferred each month is $100, or 10% of the total amount being transferred.

Dollar  cost  averaging  transfers  will begin on the date you  request,  but no
sooner than 7 business days after we receive the request  provided the transfers
do not begin until 30 days after the effective  date of your policy.  All dollar
cost averaging  transfers are made  effective the same day each month.  However,
this day may not be  later  than the 28th of each  month.  If the  calender  day
selected is not a business day, transfers are made as of the next business day.

Dollar cost averaging will terminate when any of the following occurs:

*        at the end of the 6 or 12 month period you designate; or

*        within 7 days of your written request to terminate theses transfers.

If this option is terminated,  all money  remaining in the dollar cost averaging
account  will be  transferred  to Fixed  Account I. We have the right to modify,
discontinue or suspend the dollar cost averaging  option.  If you participate in
the dollar cost averaging  option,  the transfers made under the program are not
taken into account in  determining  any  transfer  fee.  There is no  additional
charge for this option.

Dollar cost averaging does not assure a profit and does not protect against loss
in declining markets.  Dollar cost averaging involves  continuous  investment in
the selected investment  option(s) regardless of fluctuating price levels of the
investment option(s). You should consider your financial ability to continue the
dollar cost averaging option through periods of fluctuating price levels.

Automatic Transfer Option

Once your money has been allocated among the investment choices, the performance
of the elected options may cause your allocation to shift.  You can direct us to
automatically rebalance your cash value in selected investment options and Fixed
Account I to return to your  original  percentage  allocations  by selecting our
automatic transfer option. The automatic transfer option may not be available in
your state.

You  have  the  choice  of  rebalancing  monthly,  quarterly,  semi-annually  or
annually. All transfers must take place before the 28th of the month. Allocation
percentages must be in whole numbers.

If you participate in the automatic  transfer  option,  the transfers made under
the program are not taken into account in determining  any transfer fee. You may
stop the  automatic  transfer  option  at any time by  written  notice.  We must
receive your written notice at least seven days before the first business day in
a new period. Once automatic transfer has been elected,  any subsequent transfer
instructions  that differ from the then  current  instructions  are treated as a
request to change the  automatic  transfer  allocation.  All changes  must be by
written notice.

Example:

     Assume  that you want your  initial  premium  split  between  2  investment
     options. You want 80% to be in the MFS Growth With Income Series and 20% to
     be in the Janus Aspen International  Growth Portfolio.  Over the next 2 1/2
     months the domestic  market does very well while the  international  market
     performs  poorly.  At the end of the  quarter,  the MFS Growth  With Income
     Series now  represents  86% of your  holdings  because of its  increase  in
     value. If you had chosen to have your holdings rebalanced quarterly, on the
     first day of the next quarter,  we would sell some of your units in the MFS
     Growth With Income  Series to bring its value back to 80% and use the money
     to buy more units in the Janus  Aspen  International  Growth  Portfolio  to
     increase those holdings to 20%.

                                  DEATH BENEFIT

     The amount of the death benefit  depends on the total  specified  amount of
     insurance, your cash value on the date of the insured's death and the death
     benefit  option  (Option 1 or Option 2) in effect at that time. The insured
     is the person whose life is covered by this policy. The insured is named on
     the schedule page of your policy.  The actual amount we pay the beneficiary
     will be reduced by any outstanding debt and any due and unpaid premiums.

The  initial  specified  amount  and the death  benefit  option in effect on the
policy date (the date when the  insured's  life is covered under the policy) are
shown on the schedule page of your policy.

     Option 1. The amount of the death benefit under Option 1 is the greater of:

     *    the specified amount; or

     *    the applicable percentage of the cash value on the date of death.

     Option 2. The amount of the death benefit under Option 2 is the greater of:

     *    the specified amount plus the cash value on the date of death; or

     *    the applicable percentage of the cash value on the date of death.

Death Proceeds

The death proceeds equal:

*    the death benefit provided by your policy; plus

*    any insurance on the insured's  life that may be provided by riders to your
     policy; less

*    any debt; less

*    any due and unpaid premiums.

     We will pay the death  proceeds after we receive due proof of death and any
     other  information  that we reasonably  require.  The death proceeds may be
     adjusted under certain conditions.

Change in Specified Amount

     You may change the specified amount after this policy has been in force for
     1 year subject to the following:

*    You must request the change in writing.

*    A decrease  will be applied first  against  prior  increases,  if any, on a
     last-in,  first-out  basis,  then against the initial  specified  amount. A
     decrease in  specified  amount will not reduce the  specified  amount lower
     than  $100,000.  A prorata  share of any  applicable  surrender  charge may
     apply.

*    An increase in specified amount will require proof of insurability.

*    Any change in the specified amount must be for at least $25,000.


If you increase the specified  amount, we will deduct a $10.00 monthly specified
amount increase fee for the first 12 months after the increase.

A change  will be  effective  on the  monthly  date  following  our  approval or
recording  of the  change.  We will  show the  effective  date of any  change in
specified amount in a supplemental policy schedule we will send you.

Change in Death Benefit Option

You may change the death benefit option subject to the following:

*    You must request the change in writing.

*    If you want to change death  benefit  Option 1 to Option 2, you must submit
     proof of  insurability  satisfactory  to us. The  specified  amount will be
     reduced  by the  amount  of cash  value so that the  death  benefit  is not
     increased as of the date of change.

*    If you want to change  death  benefit  Option 2 to Option 1, the  specified
     amount will be increased by the amount of cash value.

Other Riders

Accelerated Benefit Rider

You can elect the  accelerated  benefit rider.  This rider provides that you may
elect to receive an advance of the death  benefit  proceeds of the policy if the
insured is terminally  ill, as defined in the rider.  Receipt of an  accelerated
death  benefit  amount may be taxable.  You should  contact your personal tax or
financial adviser for specific information.

The maximum accelerated death benefit will be the lesser of:

*        75% of the policy death benefit on the day we receive the request; or
*        $250,000 from all policies in force with us.

If payments are made in other than a lump sum, the minimum amount of any payment
will be $500.  Surrender  charges will not be assessed against any benefits paid
under this rider.

This rider terminates on the earliest of: the date the policy terminates, or the
date you give us  written  notice to  terminate;  or the date  that the  benefit
advance plus accrued interest equals the policy death benefit less all debt.

Death  benefits,  cash  values,  and loan values,  if any,  will be reduced if a
benefit is paid  pursuant to this  rider.  Also,  the receipt of an  accelerated
death  benefit  amount may  adversely  affect the  recipient's  eligibility  for
Medicaid or other government benefits or entitlements.


Accidental Death Benefit Rider

You can elect the accidental  death benefit  rider.  This rider provides that if
the  insured  dies  accidentally  (as  defined  in the  rider),  we will pay the
accidental death benefit amount shown on your policy  schedule.  The injury that
causes  the  death  must  occur  after  attained  age 1 and  before  the  policy
anniversary on or after the insured's 70th birthday.

This rider  terminates on the policy  anniversary  on or after the insured's age
70;  or if you give us  written  notice  to  terminate  it;  or when the  policy
terminates.

Additional Insurance Rider

You can elect the additional  insurance rider.  This rider provides that we will
pay the additional  insurance death benefit when we receive due written proof of
the  insured's  death.  The  additional  insurance  death  benefit  will  be the
additional  insurance  specified  amount shown on your policy  schedule less the
excess, if any, of 1 over 2 or 3, where:

1    is the cash value on the date of death times the  applicable  percentage of
     cash value shown on your policy schedule;

2    is the specified  amount, if death benefit option 1 is shown on your policy
     schedule; and

3    is the specified  amount plus the cash value,  if death benefit option 2 is
     shown on your policy schedule.

This rider terminates when you give us written notice to terminate it; or on the
policy  anniversary  on or  after  the  insured's  age 95;  or when  the  policy
terminates.

We  require  an  additional  premium  for this  rider  as  shown on your  policy
schedule.

Term Insurance on Children Rider

You can  elect  the  term  insurance  on  children  rider  pursuant  to  company
underwriting guidelines and state laws. This rider provides that we will pay the
beneficiary  an amount if a covered  child's  (as  defined in the  rider)  death
occurs  while  the rider is in force or  within a  certain  period as  described
below:

*    $250 if the covered  child's  death  occurs after he/she is 14 days old and
     before he/she is 6 months old; or

*    $1,000 if the  covered  child's  death  occurs on or after  he/she  turns 6
     months old and before the policy  anniversary  nearest the covered  child's
     22nd birthday.

If the policy  terminates  because the insured  dies,  existing  coverage on any
child under this rider will be continued as fully  paid-up  insurance  until the
child's 22nd birthday.  At age 22,  conversion will be allowed as provide in the
rider.

This rider  terminates  when you give us written notice to terminate it and send
us the policy to show the change; or on the policy anniversary on or nearest the
insured's age 65; or when the policy terminates.

The cost for this rider, as shown on your policy schedule,  will be added to the
monthly deduction.

Other Insured Term Insurance Rider

You can elect the other insured term insurance  rider.  This rider provides that
we will pay the other insured (unless  changed,  the other insured is the person
named in the application for this rider)  specified  amount shown on your policy
schedule when we receive proof of the other insured's death.

Under certain conditions,  you can change the other insured specified amount any
time after the rider is one year old by written notice to us.

This rider  terminates at the earliest of: the policy date on or after the other
insured's 70th birthday; or the date you give us written notice to terminate it;
or the date the policy terminates.

We  require  an  additional  premium  for this  rider  as  shown on your  policy
schedule.

YOU  SHOULD  READ THE  RIDERS  CAREFULLY  FOR THE TERMS AND  CONDITIONS  OF EACH
SPECIFIC RIDER.

Settlements

When your policy becomes a claim because of the death of the insured, settlement
will be made  upon due proof of death.  Proceeds  may be paid in a lump sum,  or
under one of the optional modes of settlement  described below. If no settlement
option has been chosen before the insured's  death,  the  beneficiary may choose
one.  Once the proceeds are applied under an optional  mode of  settlement,  any
amounts  payable are paid from our  general  account and will not be affected by
the investment experience of the investment options.

*    Option 1 - Payment Certain.  Under this option we pay you the cash value in
     equal payments as specified.  After each payment, interest of 3% compounded
     annually is added to the remaining amount which has not been paid. Payments
     are made until the amount applied, plus interest,  is exhausted.  The total
     of all  payments  made each year must be at least 5% of the amount  applied
     under this option. Any outstanding balance may be withdrawn at any time.

*    Option 2 - Period Certain. Under this option we pay the cash value in equal
     payments over a designated period of time, as chosen by you.

*    Option 3 - Life Annuity.  Under this option we make monthly payments during
     the lifetime of the payee.

*    Option 4 - Life  Annuity with a Period  Certain.  Under this option we make
     monthly  payments  while the payee lives.  If the payee dies before we have
     made all of the payments  within the  selected  period,  the payments  will
     continue until the end of the specified period.  If, at any age, the amount
     of payments is the same for 2 or more periods certain, payment will be made
     as if the longest period was selected.

*    Additional Options. We may make other options available.

The portion of the  payments  received  under a  settlement  option which are in
excess of the death benefit proceeds will be treated as taxable income (see "Tax
Treatment of Settlement Options" under "More Information - Federal Tax Status").

                                      TAXES

Note: We have prepared the following  information  on federal  income taxes as a
general discussion of the subject.  It is not intended as tax advice. You should
consult  your tax  adviser  about your own  circumstances.  We have  included an
additional discussion regarding taxes under the section "More Information."

Life Insurance in General

Life  insurance,  such as  this  policy,  is a  means  of  providing  for  death
protection  and setting aside money for future needs.  Congress  recognized  the
importance of such planning and provided  special rules in the Internal  Revenue
Code (Code) for life insurance.

Simply stated, these rules provide that you will not be taxed on the earnings on
the  money  held in your life  insurance  policy  until you take the money  out.
Beneficiaries  generally are not taxed when they receive the death proceeds upon
the death of the insured. However, estate taxes may apply.

Taking Money Out of Your Policy

You, as the owner,  will not be taxed on  increases  in the value of your policy
until a  distribution  occurs either as a surrender or as a loan. If your policy
is a MEC,  any loans or  surrenders  from the  policy  will be  treated as first
coming from earnings and then from your investment in the policy.  Consequently,
these distributed earnings are included in taxable income.

The Code also provides that any amount  received from a MEC which is included in
income may be subject to a 10% penalty. The penalty will not apply if the income
received is:

1)   paid on or after the taxpayer reaches age 59 1/2 ;

2)   paid if the taxpayer  becomes totally  disabled (as that term is defined in
     the Code); or

3)   in a  series  of  substantially  equal  payments  made  annually  (or  more
     frequently) for the life or life expectancy of the taxpayer.

If your policy is not a MEC, any  surrender  proceeds will be treated as first a
recovery of the investment in the policy and to that extent will not be included
in taxable income.  Furthermore,  any loan will be treated as indebtedness under
the policy and not as a taxable  distribution.  See  "Federal Tax Status" in the
section "More  Information" for more details including an explanation of whether
your policy is a MEC.

Diversification

The Code provides  that the  underlying  investments  for a variable life policy
must satisfy  certain  diversification  requirements in order to be treated as a
life insurance contract.  We believe that the portfolios are being managed so as
to comply with such requirements.

Under current federal tax law, it is unclear as to the circumstances under which
you,  because  of the  degree  of  control  you  exercise  over  the  underlying
investments,  and not us would be  considered  the  owner of the  shares  of the
portfolios.  If you are considered the owner of the investments,  it will result
in the loss of the favorable tax treatment for the policy. It is unknown to what
extent owners are permitted to select  portfolios,  to make transfers  among the
portfolios or the number and type of  portfolios  owners may select from without
being considered the owner of the shares.  If guidance from the Internal Revenue
Service is provided  which is  considered a new  position,  the  guidance  would
generally be applied prospectively.  However, if such guidance is considered not
to be a new position, it may be applied retroactively. This would mean that you,
as the owner of the policy, could be treated as the owner of the portfolios. Due
to the uncertainty in this area, we reserve the right to modify the policy in an
attempt to maintain favorable tax treatment.

                              ACCESS TO YOUR MONEY
Policy Loans

You may obtain a loan at any time while your  policy is in force.  Your  request
for a loan must be in writing. The amount of the loan and all existing loans may
not be more  than 90% of the net cash  value  as of the  date of the  loan.  The
amount  of the loan may not be less  than  $500.  A loan  will only be made upon
proper  assignment of your policy to us with the policy as the sole security for
the loan.

When you take a policy loan, we will transfer an amount equal to the policy loan
from the  investment  option(s) or Fixed  Account I to the policy loan  account.
Unless you state otherwise,  transfers from the investment options to the policy
loan account will be on a pro-rata basis as of the loan date. If you do not have
a sufficient amount in the investment option(s),  we will transfer any remaining
amount  from  Fixed  Account I. We will also  transfer  any loan  interest  that
becomes due and unpaid in the same  manner.  Amounts  transferred  to the policy
loan account will earn  interest  daily from the date of transfer.  Policy loans
may also have federal tax consequences (see "Federal Tax Status").

Effect of a Loan

Policy  loans  will  have a  permanent  effect  on any  death  benefit  and cash
surrender value of your policy.  The effect may be favorable or unfavorable.  If
loans are not  repaid,  the debt will  reduce the amount of any death  proceeds.
Loans have a permanent  effect on the policy  because the amount  transferred to
the  policy  loan  account  will not  share  in the  investment  results  of the
investment  options  while the loan is  outstanding.  If the policy loan account
earnings rate is less than the  performance of the selected  investment  options
and/or Fixed Account I, the values and benefits under the policy will be reduced
(and the policy may even terminate) as a result of the loan.

Loan Interest

The loan interest  rate charged is currently  8%. The loan interest  credited to
your policy is currently 6%. Interest is charged daily and is payable at the end
of each policy year.  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.

We will  credit  a  higher  effective  annual  interest  rate  in the  following
circumstances;

*    for amounts borrowed up to an amount equal to cash value less the aggregate
     premium payments made to date (preferred loans); and

*    for all loans against policies that are in the 11th policy year or later.

Preferred loans include the amount of any outstanding policy loan transferred in
a tax-free exchange.

Repaying Policy Debt

The  debt,  or any part,  may be repaid at any time as long as the  policy is in
force.  Any debt  outstanding  will be deducted before any benefit  proceeds are
paid.  When you repay part or all of the loan,  we will transfer an amount equal
to the amount you repay from the policy loan account to an investment  option or
to any fixed account.

When there is debt outstanding, any payments received will be applied first as a
premium  payment,  rather  than  repayment  of debt,  unless  we are  instructed
otherwise.  If total debt  equals or exceeds  the cash value less the  surrender
charge,  your policy will  terminate  without value. A termination of the policy
with a loan  outstanding  may have federal  income tax  consequences  (see "More
Information - Federal Tax Status").

Partial Surrenders

You may make a partial surrender at any time after the 5th policy anniversary by
written notice.

When you make a partial surrender,  we will reduce the cash value by the partial
surrender  amount and any  surrender  charges.  We will require that any partial
surrender  amounts  be first  deducted  from the  cash  value in the  investment
options  proportionately  among  all  accounts  unless  the  owner  specifically
requests  otherwise.  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.

The  minimum  partial  surrender  amount  is  currently  $500.  We may  assess a
surrender charge on the amount surrendered. See "Surrender Charges" above.

Partial  surrenders will be allowed only if the policy continues to qualify as a
contract of life insurance under the Code. We will also limit the maximum amount
of all partial surrenders you can make in a policy year to the greater of:

*        10% of the total premium payments; or
*        cash value less total premiums paid less any policy debt.

Full Surrenders

You may  completely  surrender your policy and receive the net cash value at any
time while the policy is in force. If you make a full surrender, we will require
that you return 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 which
your  written  request  is  received.  All  coverage  will  end on the  date  of
surrender.

Partial and full surrenders may have federal tax consequences  (see "Federal Tax
Status").

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,  we may
require additional documentation of a customary nature.




                                OTHER INFORMATION
The Variable Account

We established a variable account,  Valley Forge Life Insurance Company Variable
Life Separate Account (Variable  Account),  to hold the assets that underlie the
contracts. Our Board of Directors adopted a resolution to establish the Variable
Account under  Illinois  insurance law on February 12, 1996. We have  registered
the Variable  Account with the  Securities  and  Exchange  Commission  as a unit
investment trust under the Investment Company Act of 1940.

The  assets  of the  Variable  Account  are  held in our name on  behalf  of the
Variable  Account and legally belong to us. However,  those assets that underlie
the contracts,  are not  chargeable  with  liabilities  arising out of any other
business  we may  conduct.  All  the  income,  gains  and  losses  (realized  or
unrealized)  resulting from these assets are credited to or charged  against the
contracts and not against any other contracts we may issue.

We reserve  the right to modify  the  structure  or  operation  of the  variable
Account.  However, we guarantee that a modification will not affect the value of
your contract.

Distributor

The  policy  is sold by  licensed  insurance  agents,  where the  policy  may be
lawfully sold, who are registered  representatives  of broker-dealers  which are
registered  under the  Securities  Exchange  Act of 1934 and are  members of the
National Association of Securities Dealers, Inc.

CNA  Investor  Services,  Inc.  ("CNA/ISI")  serves as the  distributor  for the
policies.   CNA/ISI  is  located  at  CNA  Plaza,   Chicago,   Illinois   60685.
Broker-dealers will be paid commissions up to 90% of premiums paid.

Suspension of Payments or Transfers

We may be required  to suspend or postpone  any  payments or  transfers  for any
period when:

     1)   the New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);

     2)   trading on the New York Stock Exchange is restricted;

     3)   an  emergency  exists as a result of which  disposal  of shares of the
          portfolios is not reasonably practicable or we cannot reasonably value
          the shares of the portfolios;

     4)   during any other period when the Securities  and Exchange  Commission,
          by order, so permits for the protection of owners.

We have the right to defer  payment of any  surrender  or  transfer of any fixed
account  value for not more than 6 months from the date we receive  your written
notice, unless otherwise provided by your state.

Ownership

Owner. You, as the owner of the policy,  have all of the rights under the policy
while the insured is living.  Your rights in the policy belong to your estate if
you die before the insured dies and there is no joint owner or contingent owner.

Joint Owner.  The policy can be owned by joint  owners.  Joint owners have equal
ownership rights.  Authorization of both joint owners is required for all policy
changes except for transfers and allocations.

Contingent  Owner.  The contingent  owner, if any, is named in the  application,
unless changed. You may name a contingent owner at any time while the insured is
living by providing us with 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.

The  contingent  owner,  if any,  will  become the owner if the named owner dies
before  the  date of the  insured's  death.  If  there  are  joint  owners,  the
contingent owner will become the owner if both named joint owners die before the
insured.

Beneficiary.  The  beneficiary  is the person or entity you name to receive  any
death  proceeds.  The primary  beneficiary  is the person who will be paid death
proceeds 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.  More than one primary and contingent  beneficiary can be named. If there
is more than one primary  beneficiary  alive when the insured  dies, we will pay
the primary beneficiaries in equal shares unless you provide otherwise.

The primary beneficiary and contingent  beneficiary on the policy date are named
in the application.  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 before it was recorded.  An irrevocable  beneficiary must consent
in writing to any change in beneficiary.

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

Assignment

You can assign any or all rights  under your policy while the insured is living.
Assignment of all rights is a change of ownership.  An  irrevocable  beneficiary
must  consent in  writing  to any  assignment.  We are not  responsible  for the
sufficiency  or validity of any  assignment.  An assignment  will not affect any
payments  we made or  actions  we have  taken  before we  receive  notice of the
assignment.

An assignment  may be a taxable  event.  You should consult a tax adviser if you
want to assign the policy.

                                MORE INFORMATION

Executive Officers and Directors

As of September 30, 1999,  the directors and executive  officers of Valley Forge
Life Insurance  Company (Valley Forge) and their  principal  occupations for the
past 5 years are as follows:

<TABLE>
<CAPTION>
Name                                                 Principal Occupations During the Past Five Years
<S>                                                  <C>
Bernard L. Hengesbaugh                               Chairman of the Board and Chief Executive
CNA Plaza                                            Officer of CNA since February, 1999. Prior
Chicago, IL 60685                                    thereto, Mr. Hengesbaugh served as Executive
                                                     Vice President and Chief Operating Officer of
                                                     CNA since February, 1998. Prior thereto, Mr.
                                                     Hengesbaugh was Senior Vice President of CNA
                                                     since November, 1990. Mr. Hengesbaugh has
                                                     served as Director since February, 1999.

Peter E. Jokiel                                      Senior Vice President of CNA since November,
CNA Plaza                                            1990. Chief Financial Officer of CNA from
Chicago, IL 60685                                    November, 1990 through October, 1997. Mr.
                                                     Jokiel  served as a Director of Valley Forge from
                                                     July, 1992 through October, 1997.

Jonathan D. Kantor                                   Senior Vice President, Secretary and General
CNA Plaza                                            Counsel of CNA since April, 1997. Group Vice
Chicago, IL 60685                                    President of CNA since April, 1994. Prior
                                                     thereto, Mr. Kantor was a partner at the law
                                                     firm of Shea & Gould.* Mr. Kantor has served
                                                     as a Director of Valley Forge since April, 1997.

Robert V. Deutsch**                                  Senior Vice President, Chief Financial Officer
CNA Plaza                                            and Director since August 16, 1999.  Prior
Chicago, IL 60685                                    thereto, Chief Financial Officer for Executive
                                                     Risk, Inc.

Tom Taylor                                           Executive Vice President, Underwriting Policy
CNA Plaza                                            Group since June 1999. Specialty Operations,
Chicago, IL 60685                                    1998-1999. President and Chief Operating
                                                     Officer, Financial Insurance, 1992-1998.

Carol Dubnicki                                       Senior Vice President, Human Resources since
CNA Plaza                                            May, 1998.  Prior thereto, Senior Vice
Chicago, IL 60685                                    President, Human Resources, Amoco, 1993-1998.

Donald P. Lofe, Jr.                                  Group Vice President, Corporate Finance
CNA Plaza                                            Department since October 1998.  Prior thereto,
Chicago, IL 60685                                    partner-in-charge of PricewaterhouseCoopers LLP.

John M. Squarok                                      Group Vice President of CNA since July 1998.
CNA Plaza                                            Prior thereto, Mr. Squarok was Chief Financial
Chicago, IL 60685                                    Officer of various businesses of GE Capital from
                                                     August 1988 until July 1998.  Director since
                                                     August 1998.
</TABLE>

Each director is elected to serve until the next annual meeting of  stockholders
or until  his or her  successor  is  elected  and  shall  have  qualified.  Some
directors hold various executive  positions with insurance company affiliates of
Valley  Forge.  Executive  officers  serve  at the  discretion  of the  Board of
Directors.

*        Shea & Gould declared bankruptcy in 1995.
**       Mr. Deutsch became acting Chief Financial Officer on August 16, 1999.

Voting

Pursuant to our view of present  applicable  law, we will vote the shares of the
portfolios at special  meetings of shareholders in accordance with  instructions
received from all owners having a voting interest. We will vote shares for which
we have  not  received  instructions.  We  will  vote  all  shares  in the  same
proportion as the shares for which we have received  instructions.  We will vote
our shares in the same manner.

If the Investment Company Act of 1940 or any regulation thereunder is amended or
if the present  interpretation of the Act changes so as to permit us to vote the
shares in our own right, we may elect to do so.

Disregard of Voting Instructions

We may, when required to do so by state  insurance  authorities,  vote shares of
the portfolios  without regard to instructions  from owners.  We will do this if
such  instructions  would require the shares to be voted to cause a portfolio to
make, or refrain from making,  investments  which would result in changes in the
sub-classification  or  investment  objectives  of the  portfolio.  We may  also
disapprove   changes  in  the   investment   policy   initiated   by  owners  or
trustees/directors of the portfolios, if such disapproval:

     *    is reasonable  and is based on a good faith  determination  by us that
          the change would violate state or federal law;

     *    the change would not be consistent  with the investment  objectives of
          the portfolios; or

     *    varies  from  the  general  quality  and  nature  of  investments  and
          investment techniques used by other portfolios with similar investment
          objectives  underlying other variable contracts offered by us or of an
          affiliated company.

In the event we do disregard voting  instructions,  a summary of this action and
the reasons for such action will be included in the next  semi-annual  report to
owners.

Legal Opinions

Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the policies.

Our Right to Contest

Except for  accidental  death and  disability  benefits,  we cannot contest your
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  increased  benefit  or
reinstatement  after it has been in force,  while the insured is alive,  for two
years after the effective date of such increase or reinstatement.

We cannot  contest your policy,  any  reinstatement  or any increase in benefits
after the policy  date of the  policy,  reinstatement,  or  increase in benefits
unless:

     *    an answer in the application for the policy, reinstatement or increase
          in benefits was not true or correct; and

     *    if we had known the truth,  we would not have  issued the policy as we
          did or increased the benefits.

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

Federal Tax Status

Note:  The  following  description  is based upon our  understanding  of current
federal  income tax law  applicable  to life  insurance  in  general.  We cannot
predict the probability  that any changes in such laws will be made.  Purchasers
are cautioned to seek  competent tax advice  regarding the  possibility  of such
changes. Section 7702 of the Internal Revenue Code of 1986, as amended ("Code"),
defines the term "life insurance  contract" for purposes of the Code. We believe
that the policies to be issued will qualify as "life insurance  contracts" under
section 7702.  We do not  guarantee  the tax status of the policies.  Purchasers
bear the complete risk that the policies may not be treated as "life  insurance"
under federal income tax laws. Purchasers should consult their own tax advisers.
It should be further understood that the following  discussion is not exhaustive
and that special  rules not  described in this  prospectus  may be applicable in
certain situations.

Introduction.  The discussion  contained  herein is general in nature and is not
intended as tax advice.  Each person  concerned  should  consult a competent tax
adviser.  No attempt is made to consider any applicable state or other tax laws.
Moreover,  the  discussion  herein is based  upon our  understanding  of current
federal income tax laws as they are currently interpreted.  No representation is
made regarding the likelihood of  continuation  of those current  federal income
tax laws or of the current interpretations by the Internal Revenue Service.

We are taxed as a life insurance  company under the Code. For federal income tax
purposes,  the  Separate  Account  is not a  separate  entity  from  us and  its
operations form a part of us.

Diversification.  Section  817(h) of the Code  imposes  certain  diversification
standards on the underlying assets of variable life insurance policies. The Code
provides  that a  variable  life  insurance  policy  will not be treated as life
insurance for any period (and any subsequent  period) for which the  investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified.  Disqualification of
the policy as a life  insurance  contract  would result in imposition of federal
income tax to the owner with  respect to earnings  allocable to the policy prior
to the receipt of payments  under the  policy.  The Code  contains a safe harbor
provision which provides that life insurance  policies,  such as these policies,
will meet the diversification  requirements if, as of the close of each quarter,
the  underlying  assets  meet  the  diversification  standards  for a  regulated
investment company and no more than fifty-five (55%) percent of the total assets
consist of cash, cash items, U.S. Government  securities and securities of other
regulated investment  companies.  There is an exception for securities issued by
the U.S. Treasury in connection with variable life insurance policies.

On March 2, 1989,  the  Treasury  Department  issued  regulations  (Treas.  Reg.
Section  1.817-5),  which  established  diversification   requirements  for  the
investment  portfolios  underlying variable contracts such as the policies.  The
regulations amplify the diversification  requirements for variable contracts set
forth  in the Code and  provide  an  alternative  to the safe  harbor  provision
described above. Under the Regulations,  an investment  portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment;  (ii) no more than 70% of
the  value of the  total  assets  of the  portfolio  is  represented  by any two
investments;  (iii) no more  than 80% of the  value of the  total  assets of the
portfolio is represented by any three investments;  and (iv) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.  For  purposes of these  regulations,  all  securities  of the same
issuer are treated as a single investment.  The Code provides that, for purposes
of  determining  whether  or not the  diversification  standards  imposed on the
underlying assets of variable  contracts by Section 817(h) of the Code have been
met, "each United States government agency or  instrumentality  shall be treated
as a separate  issuer." We intend that each  portfolio  underlying  the policies
will be managed by the  investment  managers  in such a manner as to comply with
these diversification requirements.

The Treasury  Department has indicated that the  diversification  regulations do
not provide guidance  regarding the  circumstances in which owner control of the
investments  of the  separate  account will cause the owner to be treated as the
owner of the assets of the separate  account,  thereby  resulting in the loss of
favorable  tax  treatment  for the policy.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The amount of owner control which may be exercised under the policy is different
in some respects from the  situations  addressed in published  rulings issued by
the Internal  Revenue  Service in which it was held that the policyowner was not
the owner of the assets of the separate  account.  It is unknown  whether  these
differences, such as the owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the owner to be
considered the owner of the assets of the separate account.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position, it may be applied  retroactively  resulting in you being retroactively
determined to be the owner of the assets of the separate account.

Due to the  uncertainty  in this area, we reserve the right to modify the policy
in an attempt to maintain favorable tax treatment.

Tax  Treatment  of the Policy.  The policy has been  designed to comply with the
definition  of life  insurance  contained in Section 7702 of the Code.  Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires  the  use  of  reasonable  mortality  and  other  expense  charges.  In
establishing  these charges,  we have relied on the interim guidance provided in
IRS Notice 88-128 and proposed  regulations  issued on July 5, 1991.  Currently,
there is even less guidance as to a policy  issued on a  substandard  risk basis
and thus it is even less clear  whether a policy issued on such basis would meet
the requirements of Section 7702 of the Code.

While we have  attempted  to comply with Section  7702,  the law in this area is
very complex and unclear. There is a risk, therefore,  that the Internal Revenue
Service will not concur with our  interpretations of Section 7702 that were made
in determining such compliance.  In the event the policy is determined not to so
comply,  it would not qualify for the favorable tax treatment  usually  accorded
life insurance  policies.  You should consult your own tax advisers with respect
to the tax consequences of purchasing the policy.

Policy  Proceeds.  The tax treatment  accorded to loan proceeds and/or surrender
payments from the policies will depend on whether the policy is considered to be
a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, we believe that
the policy  should  receive the same federal  income tax  treatment as any other
type of life insurance. As such, the death benefit thereunder is excludable from
the gross income of the beneficiary  under Section 101(a) of the Code. Also, you
are not deemed to be in  constructive  receipt of the Net Cash Value,  including
increments  thereon,  under a  policy  until  there  is a  distribution  of such
amounts.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of policy proceeds,  depend on the  circumstances of each
owner or beneficiary.

Tax Treatment of Loans And Surrenders.  Section 7702A of the Code sets forth the
rules for determining when a life insurance policy will be deemed to be a MEC. A
MEC is a contract  which is entered into or materially  changed on or after June
21, 1988 and fails to meet the 7-pay test. A policy fails to meet the 7-pay test
when the cumulative  amount paid under the policy at any time during the first 7
policy  years  exceeds the sum of the net level  premiums  which would have been
paid on or before such time if the policy  provided for paid-up future  benefits
after the payment of seven (7) level annual  premiums.  A material  change would
include any increase in the future benefits or addition of qualified  additional
benefits provided under a policy unless the increase is attributable to: (1) the
payment of premiums  necessary  to fund the lowest death  benefit and  qualified
additional  benefits  payable  in the  first  seven  policy  years;  or (2)  the
crediting of interest or other earnings (including  policyholder dividends) with
respect to such premiums.

Furthermore,  any policy  received in exchange for a policy  classified as a MEC
will be treated as a MEC regardless of whether it meets the 7-pay test. However,
an exchange  under Section 1035 of the Code of a life  insurance  policy entered
into before June 21, 1988 for the policy will not cause the policy to be treated
as a MEC if no additional premiums are paid.

Due to the flexible premium nature of the policy,  the  determination of whether
it qualifies for treatment as a MEC depends on the individual  circumstances  of
each policy.

If the policy is classified as a MEC, then  surrenders  and/or loan proceeds are
taxable to the extent of income in the policy.  Such distributions are deemed to
be on a last-in,  first-out basis, which means the taxable income is distributed
first. Loan proceeds and/or surrender  payments,  including those resulting from
the lapse of the policy, may also be subject to an additional 10% federal income
tax  penalty  applied to the income  portion of such  distribution.  The penalty
shall not apply, however, to any distributions: (1) made on or after the date on
which the taxpayer reaches age 59 1/2; (2) which is attributable to the taxpayer
becoming  disabled  (within the meaning of Section 72(m)(7) of the Code); or (3)
which is part of a series of substantially equal periodic payments made not less
frequently  than annually for the life (or life  expectancy)  of the taxpayer or
the  joint  lives  (or  joint  life  expectancies)  of  such  taxpayer  and  his
beneficiary.

If a policy is not  classified  as a MEC, then any  surrenders  shall be treated
first as a recovery of the  investment in the policy which would not be received
as taxable  income.  However,  if a distribution is the result of a reduction in
benefits  under the policy  within the first  fifteen  years after the policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702,  be taxed as ordinary  income to the extent of income
in the policy.

Any loans from a policy  which is not  classified  as a MEC,  will be treated as
indebtedness  of the owner and not a  distribution.  Upon complete  surrender or
lapse of the policy, if the amount received plus loan  indebtedness  exceeds the
total premiums paid that are not treated as previously surrendered by the policy
owner, the excess generally will be treated as ordinary income.

Personal  interest  payable on a loan under a policy owned by an  individual  is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans  under  policies  covering  the life of any  employee or officer of the
taxpayer or any person financially  interested in the business carried on by the
taxpayer  to  the  extent  the  indebtedness  for  such  employee,   officer  or
financially  interested  person exceeds $50,000.  The  deductibility of interest
payable on policy loans may be subject to further  rules and  limitations  under
Sections 163 and 264 of the Code.

Policy owners should seek competent tax advice on the tax consequences of taking
loans, distributions, exchanging or surrendering any policy.

Tax Treatment of Settlement Options. Under the Code, a portion of the settlement
option  payments which are in excess of the death benefit  proceeds are included
in the beneficiary's  taxable income.  Under a settlement option payable for the
lifetime  of the  beneficiary,  the death  benefit  proceeds  are divided by the
beneficiary's  life expectancy and proceeds received in excess of these prorated
amounts are included in taxable income.  The value of the death benefit proceeds
is reduced by the value of any period certain or refund guarantee. Under a fixed
payment or fixed  period  option,  the death  benefit  proceeds  are prorated by
dividing the proceeds over the payment period under the option.  Any payments in
excess of the prorated amount will be included in taxable income.

Multiple Policies.  The Code further provides that multiple MEC which are issued
within a calendar year period to the same owner by one company or its affiliates
are treated as one MEC for purposes of  determining  the taxable  portion of any
loans or  distributions.  Such treatment may result in adverse tax  consequences
including  more rapid  taxation of the loans or  distributed  amounts  from such
combination  of contracts.  You should consult a tax adviser prior to purchasing
more than one MEC in any calendar year period.

Tax  Treatment  of  Assignments.  An  assignment  of a policy  or the  change of
ownership of a policy may be a taxable  event.  You should  therefore  consult a
competent  tax  adviser  should  you wish to assign or change  the owner of your
policy.

Qualified Plans. The policies may be used in conjunction with certain  Qualified
Plans.  Because the rules  governing such use are complex,  you should not do so
until you have consulted a competent Qualified Plans consultant.

Income Tax  Withholding.  All  distributions  or the  portion  thereof  which is
includible in gross income of the policy owner are subject to federal income tax
withholding.  However,  in most cases you may elect not to have taxes  withheld.
You  may be  required  to pay  penalties  under  the  estimated  tax  rules,  if
withholding and estimated tax payments are insufficient.

Reports to Owners

At least once every policy year, we will send you a report showing  current cash
values and other information required by laws and regulations. We will mail this
report to you at your last known address.

Legal Proceedings

There are no legal  proceedings to which the Separate Account or the Distributor
is a party or to which the assets of the Separate  Account are  subject.  We are
not involved in any litigation that is of material importance in relation to our
total assets or that relates to the Separate Account.

Experts

The financial  statements of Valley Forge Life Insurance  Company  Variable Life
Separate  Account and our  consolidated  financial  statements as of and for the
year ended  December 31, 1998 included in this  prospectus  have been audited by
______,  independent  auditors,  as indicated in their reports  included in this
prospectus,  and are included herein, in reliance upon such reports and upon the
authority of said firm as experts in accounting and auditing.

Financial Statements

Our consolidated  financial statements included herein should be considered only
as bearing upon our ability to meet our obligations under the policies.

(Financial Statements will be filed by Amendment)


                                    APPENDIX

ILLUSTRATIONS OF POLICY VALUES

The following tables have been prepared to illustrate hypothetically how certain
values under a policy change with investment performance over an extended period
of time.  The tables  illustrate how policy  values,  cash surrender  values and
death benefits  under a policy  covering an insured of a given age on the policy
date,  would vary over time if the planned  premiums  were paid annually and the
return on the assets in each portfolio were an assumed uniform gross annual rate
of 0%, 6% and 12%. The values would be different from those shown if the returns
averaged 0%, 6% or 12% but fluctuated  over and under those averages  throughout
the years  shown.  The  tables  also show  planned  premiums  accumulated  at 5%
interest compounded  annually.  The hypothetical  investment rates of return are
illustrative  only and  should not be  considered  a  representation  of past or
future  investment  rates of return.  Actual  rates of return  for a  particular
policy  may be more or less  than the  hypothetical  investment  rates of return
illustrated  and will  depend on a number of factors  including  the  investment
allocations you make and prevailing rates. These  illustrations  assume that the
premiums are allocated  equally among the 23 investment  options available under
the policy, and that no amounts are allocated to the fixed account options.

The illustrations reflect the fact that the net investment returns on the assets
held in the  investment  options is lower than the gross after tax return of the
selected  underlying  portfolios.  The tables assume an average  annual  expense
ratio of 0.86% of the average daily net assets of the portfolio  available.  The
following  information  summarizes  the expenses by  portfolio:  Alger  American
Growth  (0.79%),  Alger  American  MidCap Growth  (0.84%),  Alger American Small
Capitalization (0.89%),  Federated High Income Bond II (0.78%),  Federated Prime
Money Fund II (0.80%),  Federated Utility Fund II (0.93%),  VIP II Asset Manager
Portfolio  (0.64%),  VIP II  Contrafund  Portfolio  (0.70%),  VIP  Equity-Income
Portfolio  (0.58%),  VIP II Index 500  Portfolio  (0.35%),  MFS Emerging  Growth
Series  (.85%),  MFS Growth With Income  Series  (0.88%),  MFS  Research  Series
(.86%),  SoGen Overseas Portfolio  (1.50%),  Worldwide Emerging Markets (1.50%),
Worldwide  Hard  Assets  Fund  (1.16%)  and  Janus  Aspen  Capital  Appreciation
Portfolio (0.92%),  Janus Asepn Growth Portfolio  (0.68%),  Janus Aspen Balanced
Portfolio (0.74%),  Janus Aspen Flexible Income Portfolio  (0.73%),  Janus Aspen
International  Growth  Portfolio  (0.86%),  and  Janus  Aspen  Worldwide  Growth
Portfolio (0.72%).

In  addition,  the  illustrations  reflect a daily charge  assessed  against the
investment  options for assuming  certain  mortality and expense risks  (expense
charges),  which are  equivalent  to an effective  annual charge of 0.90% during
policy years 1-10 and 0.45% during policy years 11 and later. After deduction of
portfolio expenses and the mortality and expense charges,  the illustrated gross
annual  investment  rates  of  return  of 0%,  6% and 12%  would  correspond  to
approximate net annual rates of _____%,  ____% and ____% ,  respectively  during
Policy Years 1-10 and ____% , ____% and ____% during Policy Years 11 and later.

The  illustrations  also reflect the deduction of the premium charge and monthly
deduction for the hypothetical insured. The surrender charge is reflected in the
cash  surrender  value  column.  Our current cost of  insurance  charges and the
guaranteed maximum cost of insurance charges that we have a contractual right to
charge, are reflected in separate  illustrations on each of the following pages.
All the  illustrations  reflect  the fact that no charges  for  federal or state
income taxes are currently made against the Variable Account and assumes no loan
amount or partial  withdrawals/surrenders  or charges  for  supplemental  and/or
rider benefits.

The illustrations are based on our Preferred Nonsmoker risk class. Upon request,
you will be  furnished  with a  comparable  illustration  based on the  proposed
insured's  individual  circumstances.  Such  illustrations  may assume different
hypothetical  rates of return than those  illustrated  in the following  tables.
Because the death benefit  values vary  depending on the death benefit option in
effect, benefit options are illustrated separately.

The  illustrations  show  contract  values  that  would  result  based  upon the
hypothetical  investment  rates of return if premiums are paid as indicated  and
all net premiums are allocated to subaccounts.





<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 0%

                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- ------------------        ----------------     ------------  ---------------    -------------


<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
                                                        40
January 12, 2000
        28
        29
        30
</TABLE>


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

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.


<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 6%


                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>


*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 12%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- ---------------           ----------------     ------------  ---------------    -------------        -------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.


<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 0%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- ------------------        ----------------     ------------  ---------------    -------------      ----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.


<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 6%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- ------------------        ---------------     ------------  ---------------    -------------        --------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 12%


                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- ------------------       ----------------     ------------  ---------------    -------------       ----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 0%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- -----------------         ---------------     ------------  ---------------    -------------       -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.


<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 6%




                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- -----------------        ----------------     ------------  ---------------    -------------         ---------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.



<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 12%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- -----------------        ----------------     ------------  ---------------    -------------       -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 0%


                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- -----------------        ----------------     ------------  ---------------    -------------       ----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.


                          ILLUSTRATION OF POLICY VALUES
<TABLE>
<CAPTION>
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 6%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- ------------------        --------------         ------------  ---------------    -------------     --------


<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                     MALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 12%


                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                              BENEFIT
- -----------------        ----------------     ------------  ---------------    -------------        ---------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy  would  bedifferent  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years   but   also   fluctuated   above  or  below   those   averages   for
     individualpolicy  years. No  representation  can be made by us or the funds
     that these hypothetical rates of return can be achieved for any one year or
     sustained over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                   FEMALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 0%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------


<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                   FEMALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 6%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                   FEMALE ISSUE AGE 45, PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 12%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 0%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
</TABLE>
- - -------------------------

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 6%


                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER


$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 1
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 12%


                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 0%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 6%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING GUARANTEED COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 12%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 0%


                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the planned  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 6%



                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the  planed  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.

<TABLE>
<CAPTION>
                          ILLUSTRATION OF POLICY VALUES
                       VALLEY FORGE LIFE INSURANCE COMPANY
                       FEMALE AGE 45 PREFERRED NON-SMOKER

$______________ ANNUAL PLANNED PREMIUM
$100,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION 2
USING CURRENT COST OF INSURANCE
HYPOTHETICAL GROSS INVESTMENT RETURN OF 12%


                                                PREMIUMS
                                                ACCUMULATED                            CASH
                                                AT 5% INTEREST     CASH            SURRENDER          DEATH
END OF POLICY YEAR        PER YEAR                 VALUE          VALUE                               BENEFIT
- ----------------        ----------------     ------------  ---------------    -------------         -----------

<S>     <C>
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        11
        12
        13
        14
        15
        16
        17
        18
        19
        20
        21
        22
        23
        24
        25
        26
        27
        28
        29
        30
- - -------------------------
</TABLE>

*    In the absence of additional premium, the policy would lapse

(1)  Assumes  that no policy loans have been made and no  withdrawals  have been
     made.

(2)  Assumes  that the  planed  premium is paid in the  beginning  of each year.
     Values would be  different if premiums are paid with a different  frequency
     or in different amounts.

     The  hypothetical  investment  rates  shown  above  and  elsewhere  in this
     prospectus are illustrative  only and should not be deemed a representation
     of past or future investment results. Actual rates of return may be more or
     less than those shown and will depend on a number of factors  including the
     investment allocations by you, prevailing rates and rates of inflation. The
     death  benefit and cash values for a policy would be  different  from those
     shown if the actual rates of return averaged 0%, 6% or 12% over a period of
     years but also  fluctuated  above or below those  averages  for  individual
     policy years. No  representation  can be made by us or the funds that these
     hypothetical  rates of return can be achieved for any one year or sustained
     over any period of years.



                                     PART II

                           UNDERTAKING TO FILE REPORTS

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

b. Pursuant to Investment Company Act Section 26(e), Valley Forge Life Insurance
Company  ("Company")  hereby represents that the fees and charges deducted under
the Policy  described in the  Prospectus,  in the  aggregate,  are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by the Company.

                                 INDEMNIFICATION

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

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

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

CNAFC indemnifies any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of CNAFC to procure a judgment  in its favor by reason of the fact that he is or
was a  director,  officer,  employee  or agent of CNAFC,  or was  serving at the
request  of  CNAFC  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses (including  attorney's fees) actually and reasonably incurred by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of CNAFC. No indemnification is made,  however, in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable for  negligence  or misconduct  in the  performance  of his duty to CNAFC
unless  and  only  to the  extent  that a court  determines  that,  despite  the
adjudication of liability but in view of all of the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the court deems proper.

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

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


                       CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:

     The facing sheet

     The Prospectus consisting of 81 pages.

     Undertakings to file reports.

     The signatures.

     The following exhibits.

1.A. Copies of all exhibits required by paragraph A of instructions for Exhibits
     in Form N-8B-2.

     1.   Resolution  of the Board of Directors  of Valley Forge Life  Insurance
          Company  (the  "Company")  establishing  Valley  Forge Life  Insurance
          Company Variable Life Separate Account (the "Variable Account")**
     2.   Copy of Agreement for Lockbox Services*

     3.(a) Not Applicable
          (b)  Form of  underwriting/distribution  agreement between the Company
               and CNA Investor Services, Inc. (to be filed by amendment)
          (c)  Schedule of Sales Commissions (to be filed by amendment)
     4.   Not applicable
     5.   Flexible Premium Variable Insurance Policy (the "Policy")
          (a)  Form of Waiver of Monthly Deduction Rider
          (b)  Form of Right to Convert Rider
          (c)  Form of Accelerated Benefit Rider
          (d)  Form of Total Disability Waiver of Premium Rider
          (e)  Form of Accidental Death Benefit Rider
          (f)  Form of Additional Insurance Rider
          (g)  Form of Automatic Transfer Rider
          (h)  Form of Dollar Cost Averaging Rider
          (i)  Form of Term Insurance on Childen Rider
          (j)  Form of Other Insured Term Insurance Rider
     6.(a)Amended and restated Articles of Incorporation of the Company**
          (b)  By-laws of the Company**
     7.   Not applicable
     8.(a)Form of  participation  agreement  between The Alger American Fund and
          the Company*
          (b)  Form of participation agreement between Variable Insurance
               Products Fund and the Company*
          (c)  Form of participation agreement between Variable Insurance
               Products Fund II and the Company*
          (d)  Form of participation agreement between MFS Variable Insurance
               Trust and the Company*
          (e)  Form of  participation  agreement between SoGen Variable Funds,
               Inc. and the Company*
          (f)  Form  of  participation agreement between  Van  Eck Worldwide
               Insurance Trust and the Company*
          (g)  Form of participation agreement between Federated Insurance
               Management Series and the Company*
          (h)  Form of  participation  agreement  between Janus Aspen Series and
               the Company****
     9.   Not applicable
     10.  Form of Policy Application (to be filed by amendment)
     11.  Description of issuance, transfer and redemption procedures***

B.   Not applicable

C.   Not applicable

2.   Opinion and Consent of Counsel (to be filed by Amendment)

3.   Not applicable

4.   Not applicable

5.   Not Applicable

6.   Consent of Actuary (to be filed by Amendment)

7.   Consent of Independent Auditors (to be filed by Amendment)


*    Incorporated  by reference  to the Form N-4  Registration  Statement  filed
     electronically  with the Securities and Exchange Commission on September 4,
     1996 (File No.333-1087).

**   Incorporated  by  reference  to  the  N-4   Registration   Statement  filed
     electronically  with the Securities and Exchange Commission on February 20,
     1996 (File No. 333-1087)

***  Incorporated by reference to the registrant's  Pre-effective Amendment No.1
     filing   electronically  on  Form  S-6  on  September  4,  1996  (File  No.
     333-01949).

****Incorporated by reference to the registrant's  Post-effective Amendment No.6
     filing on Form S-6 on September 2, 1999 (File No. 333-01949).

                                   SIGNATURES

As required by the  Securities  Act of 1933, the Registrant has duly caused this
Registration  Statement to be signed on its behalf by the undersigned  thereunto
duly authorized in the in the City of Chicago,  State of Illinois,  on this 12th
day of January, 2000.

                                      VALLEY FORGE LIFE INSURANCE COMPANY
                                                        (Registrant)

Attest: /s/ MARY RIBAKAWSKIS                      By:/s/DAVID L. STONE
       ------------------------------             ------------------------------
            Assistant Secretary                    Group Vice President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                        Title                                   Date
- ---------                        -----                                   ----
<S>                             <C>                                     <C>


/s/BERNARD L. HENGESBAUGH          Chairman of the Board,               1/12/00
- - ----------------------------     Chief Executive Officer and          ---------
Bernard L. Hengesbaugh             Director


/s/ROBERT V. DEUTSCH            Chief Financial Officer and            1/12/00
- - ---------------------------    Director                               ---------
Robert V. Deutsch


/S/CAROL DUBNICKI                Director and Senior Vice President     1/12/00
- -----------------------------                                           ---------
Carol Dubnicki


/s/JONATHAN D. KANTOR             Senior Vice President, General        1/12/00
- - ----------------------------    Counsel, Secretary,                   ---------
Jonathan D. Kantor                Director


/S/DONALD P. LOFE, JR.            Director                              1/7/00
- ----------------------------                                            ---------
Donald P. Lofe, Jr.


/s/JOHN M. SQUAROK                Director                              1/12/00
- ----------------------------                                            ---------
John M. Squarok
</TABLE>



                                INDEX TO EXHIBITS


EX-99.A.5.   Flexible Premium Variable Life Insurance Policy
EX-99.A.5.a. Form of Waiver of Monthly Deduction Rider
EX-99.A.5.b. Form of Right to Convert Rider
EX-99.A.5.c. Form of Accelerated Benefit Rider
EX-99.A.5.d. Form of Total Disability Waiver of Premium Rider
EX-99.A.5.e. Form of Accidental Death Benefit Rider
EX-99.A.5.f. Form of Additional Insurance Rider
EX-99.A.5.g. Form of Automatic Transfer Rider
EX-99.A.5.h. Form of Dollar Cost Averaging Rider
EX-99.A.5.i. Form of Term Insurance on Children Rider
EX-99.A.5.j. Form of Other Insured Term Insurance Rider

                      VALLEY FORGE LIFE INSURANCE COMPANY


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

                           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.

Premiums are payable  during the lifetime of the Insured or until the  Insured's
age 95.

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
premiums less any debt.


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

     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 AND 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.
- --------------------------------------------------------------------------------

                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                            ADJUSTABLE DEATH BENEFIT
                    DEATH PROCEEDS PAYABLE AT INSURED'S DEATH
                                NON-PARTICIPATING
                   INVESTMENT EXPERIENCE REFLECTED IN BENEFITS




                                 POLICY SCHEDULE

OWNER:            [John Doe]
INSURED:          [John Doe]                    INSURED'S AGE:    [45]
INSURED'S SEX:    [Male]                        POLICY DATE:      [July 1, 1999]
POLICY NUMBER:    [1234567]
RISK CLASS:       [Preferred - Nonsmoker]

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]

DEATH BENEFIT OPTION:     [1]
MONTHLY DATE:             [1st] Day Of Each Month

SPECIFIED AMOUNT:                          [$100,000]
MINIMUM SPECIFIED AMOUNT                    $100,000

MINIMUM CHANGE IN SPECIFIED AMOUNT:         $  25,000
MINIMUM MONTHLY PREMIUM PAYMENT:            [$  50.00]

INITIAL PREMIUM:                            [$673.00 Annually]
PLANNED PREMIUM                             [$1,100.00 Annually]
TARGET PREMIUM PAYMENT:                     [$1,400.00 Annually]
MINIMUM ADDITIONAL PREMIUM PAYMENT:         [$50.00]
GUIDELINE ANNUAL PREMIUM PAYMENT:           [$2,006.00 Annually]
LAPSE PREVENTION PREMIUM                    [$673.00 Annually]
LAPSE PREVENTION GUARANTEE PERIOD           [5 years]

MINIMUM PARTIAL SURRENDER AMOUNT:           [$500.00]

MINIMUM LOAN AMOUNT:                        [$500.00]
POLICY LOAN INTEREST RATE:                  [8%]
PREFERRED POLICY LOAN CREDITED RATE:        [8%]
POLICY LOAN CREDITED RATE:                  [6%]



<TABLE>
<CAPTION>
                                CHARGES AND FEES
                                (MAXIMUM CHARGES)
<S>                                          <C>
PREMIUM CHARGES:
         Policy Years 1 - 10:               [7.5%] of premium payments up to the target
                                            premium payment

         Policy Years 11+:                  [5.5%] of premium payments up to the target
                                            premium payment

         All Years:                         [3.5%] of premium payments in excess of the
                                            target premium payment


EXPENSE CHARGES:
         Policy Years 1 - 10:               [.002477%] (Daily Factor);
                                            ([0.90%] Approximate Annual Rate)

         Policy Years 11+:                  [.001236%] (Daily Factor);
                                            ([0.45%]  Approximate Annual Rate)

POLICY CHARGES

MONTHLY POLICY FEE:  FIRST POLICY YEAR      [$ 26.00]
                     THEREAFTER             [$  6.00]

COST OF INSURANCE:                          See Cost of Insurance Provision

TRANSACTIONAL CHARGES

MONTHLY SPECIFIED AMOUNT INCREASE FEE
  (FOR FIRST 12 MONTHS AFTER INCREASE):     [$10.00]

TRANSFER PROCESSING FEE:                    [$25] Each After First [12] In A Policy Year  (Assessed
                                            After The First [12] Transfers In A Policy Year)
</TABLE>


SURRENDER CHARGE

The Surrender Charge Is [$ 16.00] Per Thousand Dollars Of Specified Amount.

         The Surrender Charge Grades Off As Follows:

               100% Of The Surrender Charge In Policy Years 1-6
               80% Of The Surrender Charge In Policy Year 7
               70% Of The Surrender Charge In Policy Year 8
               60% Of The Surrender Charge In Policy Year 9
               50% Of The Surrender Charge In Policy Year 10
               40% Of The Surrender Charge In Policy Year 11
               30% Of The Surrender Charge In Policy Year 12
               20% Of The Surrender Charge In Policy Year 13
               10% Of The Surrender Charge In Policy Year 14
               No Surrender Charge In Policy Years 15 And Later FIXED ACCOUNT

Fixed Account I:

                  Minimum Guaranteed Interest Rate:   3.00%
                  Current  Interest Rate as of Effective Date: [x%.] The current
                  interest  rate applies only to premium  payments  allocated or
                  transferred  to Fixed  Account  I during  the  calendar  month
                  following  the Policy Date.  This rate is  guaranteed  for one
                  policy year.


ALLOCATION GUIDELINES:

1.   Currently,  you may  select as many  investment  options  as you  wish.  We
     reserve the right to limit this in the future.
2.   Currently,  you may also select any fixed account which is available at the
     time the premium payment or transfer is made.
3.   The  initial  premium  payment  will be credited  on the policy  date.  The
     initial  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  initial  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:

     Number of Free  Transfers:  Currently,  you are allowed [12] free transfers
     each policy year.

     Transfer Fee: For each transfer in excess of the free transfers  permitted,
     the transfer fee is [$25.00].  Transfers  made  pursuant to a  prescheduled
     transfer will not be counted in determining the application of the transfer
     fee.

     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, that portion of the cash value held
     in Fixed  Account I is included in any  prescheduled  transfer  option.  We
     reserve the right to limit the  availability of any fixed account option or
     subaccount for a prescheduled transfer.




<TABLE>
<CAPTION>
                               INVESTMENT OPTIONS

<S>                                                  <C>
[Federated High Income Bond]                         [Fidelity Asset Manager]
[Federated Prime Money]                              [Fidelity Contrafund]
[Federated Utility]                                  [Fidelity Equity-Income]
                                                     [Fidelity Index 500]
[Alger Growth]
[Alger Mid-Cap Growth]                               [MFS Emerging Growth]
[Alger Small Capitalization]                         [MFS Growth With Income]
[SoGen Overseas]                                     [MFS Research]
                                                     [MFS Total Return]
[Van Eck Emerging Markets]
[Van Eck Gold And Natural Resources]                 [Janus Twenty]
                                                     [Janus Growth]
                                                     [Janus Balanced]
                                                     [Janus Flexible Income]
                                                     [Janus International Growth]
                                                     [Janus Worldwide Growth]
</TABLE>



<TABLE>
<CAPTION>
                      ADDITIONAL BENEFITS PROVIDED BY RIDER

                                                                                                      MONTHLY COST
BENEFIT DESCRIPTION                                                  EXPIRY DATE                        OF RIDER
- -------------------                                                  -----------                        --------


<S>                                                                      <C>                            <C>
[Additional Insurance Rider                                         July 1, 2024                       [$15.00]
         [$100,000]]

[Term Insurance On Children - [10-] Units                           July 1, 2019                       [$4.75]
         Each Unit Provides $1,000 Of Coverage For Each Child]]

[Other Insured Term Rider                                           July 1, 2024                       [$17.50]
         [$100,000]]

[Accidental Death Benefit                                           July 1, 2024                       [$9.00]
         [$100,000]]
</TABLE>






<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>
0                 0.2192                    33                0.1317            66               2.0559
1                 0.0858                    34                0.1375            67               2.2685
2                 0.0825                    35                0.1442            68               2.4996
3                 0.0808                    36                0.1517            69               2.7559
4                 0.0775                    37                0.1617            70               3.0459
5                 0.0733                    38                0.1725            71               3.3772
6                 0.0692                    39                0.1842            72               3.7599
7                 0.0650                    40                0.1984            73               4.1933
8                 0.0625                    41                0.2134            74               4.6700
9                 0.0617                    42                0.2292            75               5.1800
10                0.0625                    43                0.2467            76               5.7192
11                0.0675                    44                0.2659            77               6.2834
12                0.0767                    45                0.2876            78               6.8761
13                0.0892                    46                0.3109            79               7.5161
14                0.1033                    47                0.3359            80               8.2237
15                0.1133                    48                0.3635            81               9.0181
16                0.1233                    49                0.3935            82               9.9157
17                0.1309                    50                0.4277            83               10.9128
18                0.1359                    51                0.4669            84               11.9904
19                0.1392                    52                0.5119            85               13.1242
20                0.1400                    53                0.5637            86               14.2999
21                0.1384                    54                0.6212            87               15.4999
22                0.1359                    55                0.6855            88               16.7191
23                0.1325                    56                0.7556            89               17.9749
24                0.1292                    57                0.8299            90               19.2857
25                0.1250                    58                0.9125            91               20.6824
26                0.1225                    59                1.0052            92               22.2179
27                0.1208                    60                1.1087            93               24.0437
28                0.1200                    61                1.2240            94               26.5035
29                0.1200                    62                1.3568
30                0.1208                    63                1.5073
31                0.1233                    64                1.6745
32                0.1267                    65                1.8576
</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 LAST BIRTHDAY.

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
       49             191           59           134           69            116           94            101
                                                                                           95+           100
</TABLE>



                              SUPPLEMENTAL SCHEDULE

                   SCHEDULE OF MONTHLY COST OF INSURANCE RATES

                           WAIVER OF MONTHLY DEDUCTION

                        RATES PER $1 OF MONTHLY DEDUCTION


                                    ATTAINED
                                    AGE              COST
                           [
                                    45               0.13440
                                    46               0.14250
                                    47               0.15300
                                    48               0.16520
                                    49               0.17820
                                    50               0.19120
                                    51               0.20360
                                    52               0.21440
                                    53               0.22290
                                    54               0.22830
                                    55               0.23200
                                    56               0.23430
                                    57               0.23520
                                    58               0.23570
                                    59               0.23570
                                    60               0.22490
                                    61               0.21000
                                    62               0.19100
                                    63               0.16790
                                    64               0.14070]




TABLE OF CONTENTS

POLICY SCHEDULE

DEFINITIONS

OWNER, BENEFICIARY AND ASSIGNMENT PROVISIONS
Owner
Contingent Owner
Beneficiary
Assignment

PREMIUM PROVISIONS
Premium Payments
Right to Refund
Grace Period
Reinstatement
Lapse Prevention Guarantee

DEATH BENEFIT PROVISIONS
Death Benefit
Death Benefit Charges
Death Proceeds
Payment of Claims

POLICY VALUE PROVISIONS
Cash Value
Subaccount
Policy Loan Account
Fixed Account I
Interest Crediting
Minimum Values
Basis of Computations

POLICY COST FACTORS
Monthly Deduction
Monthly Cost of Insurance
Monthly Policy Fees
Expense Charge
Premium Charges
Surrender Charge
Transfer Fee
Changes in Policy Cost Factors
Charges after the Insured's 95th Birthday



TABLE OF CONTENTS - CONTINUED


SURRENDER PROVISIONS
Total Surrender
Partial Surrenders

LOAN PROVISIONS
Maximum Loan Value
Policy Loan
Loan Interest
Loan Repayment
Termination of Policy
Effect of Loan

THE VARIABLE ACCOUNT
Variable Account
Investments of the Variable Account
Valuation of Assets
Change in Operation of the Variable Account
Accumulation Units
Accumulation Unit Value
Net Investment Factor

FIXED ACCOUNT I

TRANSFER PROVISIONS
Transfer Rules
Transfer Processing Fee

GENERAL POLICY PROVISIONS
Entire Contract
Incontestability
Suicide
Error in Age, Sex or Tobacco Use
Payment of Proceeds
Right to Defer Payments or Transfers from any fixed account
Termination
Annual Report
Non-Participating
Currency
Signature Guarantee

OPTIONAL MODES OF SETTLEMENT




DEFINITIONS

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

BUSINESS DAY: Any day that Valley Forge Life Insurance  Company and the New York
Stock Exchange are 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, the 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.

POLICY DATE:  The date  coverage  under this policy  becomes  effective and from
which the Incontestibility 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.


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
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.  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
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 PAYMENTS:  The initial premium is due on the policy date. Other premiums
may be required as described below. Unless specified, any payments received will
be considered premiums and not loan repayments.

All premiums must be sent to us at our  Administrative  Office. A receipt signed
by one of our authorized officers will be furnished upon request.

You may change the allocation for future  premiums at any time while your policy
is in force by  written  notice.  The  change  will  take  effect on the date we
receive your request at our Administrative  Office. Future premium payments will
be required if additional  premium  payments are necessary to keep the policy in
force in accordance with the grace period provision.

Premiums are allocated to one or more  subaccounts of the Variable Account or to
any fixed account in accordance  with your election.  We will accept  subsequent
premiums at any time. All  subsequent  premiums are allocated in the same manner
as the initial  premium  payment unless you direct us otherwise.  Allocations of
premiums are subject to the allocation guidelines shown on the Policy Schedule.

RIGHT TO REFUND: We reserve the right to return any premium that would cause the
policy to be disqualified 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.

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
will not apply  until the  beginning  of the  policy  year  following  the lapse
prevention guarantee period shown on the Policy Schedule.

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 during the lapse prevention  guarantee period shown on the Policy Schedule
if, throughout that period, (a) equals or exceeds (b) where:

(a)  is the aggregate  premium  payments made less the amount of any  surrenders
     (including applicable surrender charges) less any loan amount; and

(b)  is the minimum monthly lapse prevention guarantee premium multiplied by the
     number of complete  months  since the policy  date,  including  the current
     month.

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.

If death  benefit  option 1 is shown on the policy  schedule,  the death benefit
will be the greater of:

1.   The specified amount; or

2.   The applicable percentage of the cash value on the date of death.

If death  benefit  option 2 is shown on the policy  schedule,  the death benefit
will be the greater of: 1. The specified  amount plus the cash value on the date
of death; or 2. The applicable percentage of cash value on the date of death.

DEATH BENEFIT CHANGES:

Death  benefit  changes  are made only by  written  notice.  You may  change the
specified amount after this policy has been force for one year. A change will be
effective on the monthly date following our approval or recording of the change.
Any change is subject to the following:

1.   a decrease  will be applied first  against  prior  increases,  if any, on a
     last-in,  first-out  basis,  then against the initial  specified  amount. A
     decrease in specified  amount shall not reduce the  specified  amount lower
     than the minimum specified amount shown on the Policy Schedule.  A pro rata
     share of any applicable surrender charge may apply;

2.   an increase will require proof of insurability.

We will  show  the  effective  date  of any  change  in  specified  amount  in a
Supplemental  Policy  Schedule we will send you.  Any changes are subject to the
minimum specified amount and the minimum change in specified amount shown on the
Policy Schedule.

You may change the death  benefit from Option 2 to Option 1. This will  increase
the Specified Amount by the amount of cash value.

You  may  change  the  death  benefit  from  Option  1 to  Option  2.  Proof  of
insurability  satisfactory to us is required. In such case, the Specified Amount
will be reduced  by the  amount of cash  value so that the death  benefit is not
increased as of the date of change.

DEATH PROCEEDS:  The death proceeds equals:

1.   the death benefit provided by your policy; plus

2.   any insurance on the Insured's  life that may be provided by riders to your
     policy; less

3.   any debt; less

4.   any due and unpaid premiums.

We will pay the  death  proceeds  after we  receive  due proof of death and such
other information as we may reasonably require at our Administrative Office. The
death  proceeds  will  be  adjusted  under  certain  conditions.  Refer  to  the
Incontestability, Suicide, and Error in Age, Sex or Tobacco Use 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 the 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
Last 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:

1.   Cost of insurance for the following month;

2.   The monthly cost of any rider attached to this policy; and

3.   The monthly policy fee.

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.

MONTHLY COST OF INSURANCE  RATE: 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.

MONTHLY POLICY FEE:  The monthly policy fee is shown on the Policy Schedule.

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

PREMIUM CHARGES: Premium charges are levied on premiums received as shown on the
Policy Schedule

SURRENDER  CHARGE:  The  surrender  charge is levied  when you make a partial or
total surrender of the cash value. It is shown on the Policy Schedule.

TRANSFER  FEE:  Transfer  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 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.

CHARGES AFTER THE INSURED'S 95TH BIRTHDAY: Policy Charges as shown on the Policy
Schedule will not apply on and after the policy anniversary on or next following
the Insured's 95th birthday.


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 fifth
policy anniversary by written notice.

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.  We may limit the maximum
amount of all partial surrenders in each policy year to the greater of:

1)   10% of the total premium payments; or

2)   cash value less total premiums paid less any debt.


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. The minimum loan
amount  is 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.  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  premium  payments
made to date (preferred  loans);  and (2) all loans against policies in the 11th
policy year or later. Preferred loans also include the amount of any outstanding
policy loan transferred in a tax-free exchange.

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.

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  amount  you  repay  from the  policy  loan  account  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  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).
However,  the  right to make any  transfer  will be  limited  by any  terms  and
conditions in effect at the time of transfer.

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.

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.

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
arbitrarily set at $10 when the Variable  Account began  operations.  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  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

TRANSFER RULES:  A transfer is subject to the following:

1)   The  maximum  number of  transfers  without a transfer  fee is shown on the
     Policy Schedule;

2)   We  reserve  the right to assess a  transfer  fee if the  number  transfers
     exceeds the maximum number of free transfers shown on the Policy  Schedule.
     We will  notify you if we deduct a transfer  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 is, or would be, to
     the disadvantage of other owners. 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. A modification could be
     applied to  transfers to or from one or more of the  subaccounts  and could
     include, but is not limited to:

     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
     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 one 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 the Insured in the application or any supplemental application will be
considered  representations  and not  warranties.  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.

INCONTESTABILITY: Except for accidental death and disability benefits, we cannot
contest  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  increased
benefit or reinstatement after it has been in force, while the Insured is alive,
for two years after the effective date of such increase or reinstatement.

We cannot  contest this policy,  any  reinstatement  or any increase in benefits
after the policy  date of the  policy,  reinstatement,  or  increase in benefits
unless:

1)   An answer in the application for the policy,  reinstatement  or increase in
     benefits was not true or complete; and

2)   If we had known the truth, we would not have issued the policy as we did or
     increased the benefits.

Any statement  made by the Insured will not be used in any contest unless a copy
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 premiums paid prior
to death, less any debt and less any partial surrenders.

If the Insured commits suicide,  while sane or insane, within two years from the
effective date of any increase in the specified amount, the total liability with
respect to such  increase  shall be limited to the monthly  deductions  for such
increase.

ERROR IN AGE,  SEX OR TOBACCO USE: If the age, sex or tobacco use of the Insured
has been  misstated,  all payments  and benefits  under the policy will be those
which the premiums paid would have  purchased at the Insured's  correct age, sex
or tobacco use.

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:  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,
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.


OPTIONAL MODES OF SETTLEMENT

Proceeds  may be  paid  in a lump  sum,  or in one  of  the  optional  modes  of
settlement.  Once the proceeds are applied under an optional  mode,  any amounts
payable  are paid  from our  general  account  and will not be  affected  by the
investment experience of any variable account.

While this policy is in force,  you may choose or change  settlement  options at
any time.  If no settlement  option has been chosen before the Insured's  death,
the beneficiary may choose one.

When proceeds become payable under any option,  a settlement  contract is issued
in exchange for this policy.  The new  contract's  effective date is the date of
the Insured's death or the date this policy is surrendered.


OPTION 1 -  PAYMENT  CERTAIN  - We pay the  cash  value  in  equal  payments  as
specified.  After each payment,  interest of 3% compounded  annually is added to
the remaining amount which has not been paid. Payments are made until the amount
applied, plus interest,  is exhausted.  The total of all payments made each year
must be at least 5% of the amount  applied  under this option.  Any  outstanding
balance may be withdrawn at any time.

OPTION 2 - PERIOD CERTAIN - We pay the cash value in equal  installments  over a
designated period of time.

OPTION 3 - LIFE  ANNUITY -- We make  monthly  payments  for the  lifetime of the
payee.

OPTION 4 - LIFE ANNUITY WITH PERIOD CERTAIN - We make monthly payments while the
payee lives.  If the payee dies before the specified  period ends,  the payments
will continue until the end of the specified period.  If, at any age, the amount
of payments is the same for two or more periods certain, payment will be made as
if the longest period certain was selected.

ADDITIONAL OPTIONS:  We may make other options available.



                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                            ADJUSTABLE DEATH BENEFIT
                    DEATH PROCEEDS PAYABLE AT INSURED'S DEATH
                                NON-PARTICIPATING
                   INVESTMENT EXPERIENCE REFLECTED IN BENEFITS

Valley Forge Life Insurance Company


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



                        WAIVER OF MONTHLY DEDUCTION RIDER

This rider forms a part of the policy to which it is  attached.  It is issued in
consideration of your application and premium paid. If this rider is issued with
the policy,  its effective date is the policy date shown on the Policy Schedule.
If this rider is issued  after the policy  date,  or if coverage  is  increased,
decreased or reinstated,  its effective  date is shown in a Supplemental  Policy
Schedule.

BENEFIT

During a period of total disability we will waive monthly  deductions under this
policy.

Benefits will begin on the latest date when:

1.   we have been notified of the onset of total disability; and
2.   we have received due proof of total disability; and
3.   total disability has continued for six consecutive months.

No  benefits  will be paid after the  Insured  ceases to be totally  disabled or
after the policy has terminated.

TOTAL DISABILITY

The Insured is totally disabled:

1.   if the cause is an injury which  occurs or sickness  which begins after the
     effective date of this rider;
2.   if the disablement occurs after age 15 and before the policy anniversary on
     or after the Insured attains age 65;
3.   if the Insured:
     a.   during the first two years of total disability, cannot do the material
          and substantial duties of his or her occupation;
     b.   after two years from onset of  disability,  cannot do the material and
          substantial  duties of an occupation for which he or she is reasonably
          suited by education, training or experience; or
     c.   cannot return to school if the Insured is a student.

Total  disability  is  considered  to exist if the  Insured,  as the  result  of
accidental injury which occurs while this rider is in force:

1.   has lost the use of both legs;
2.   has lost the use of both arms;
3.   has lost the use of one leg and one arm;
4.   has lost the sight of both eyes.


EXCLUSIONS

Total disability  which results from war or act of war,  declared or undeclared,
or from intentionally self-inflicted injury is not covered.

NOTICE OF TOTAL DISABILITY

We must be notified of the onset of total disability during the first six months
of disability or as soon after that as is reasonably possible.

PROOF

Unless it is not possible to send proof earlier,  we must receive  initial proof
of disability:

1.   within eighteen months of the onset of total disability;
2.   during the lifetime of the Insured; and
3.   while total disability continues.

We may, from time to time, request proof of the continuance of total disability.
After disability has continued for two years, we may not request proof more than
once each year.

COST

The monthly cost for this rider is shown on the  Schedule.  We reserve the right
to change the premium for this rider if we change the premiums for all riders of
this class.

TERMINATION

This rider terminates:

1.   on the first policy anniversary on or after the Insured attains age 65;
2.   if you give us written notice to terminate it; or
3.   when the policy terminates.

GENERAL

All  provisions  of the policy  not in  conflict  with this rider  apply to this
rider.


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

Chief Executive Officer                              Group Vice President

Valley Forge Life Insurance Company



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



                                RIGHT TO CONVERT

At any time  during the first 18 months  this  policy is in force,  you have the
right to convert this policy to any permanent  non-variable policy offered by us
in your state.

The original policy date will be used to determine  incontestability and suicide
provisions.


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

Chief Executive Officer                              Group Vice President

Valley Forge Life Insurance Company

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


                            ACCELERATED BENEFIT RIDER


This rider forms a part of the policy to which it is  attached.  It is issued in
consideration of your application.

We will pay a benefit  advance to the owner  during the lifetime of the Insured.
The benefit will be paid upon written  election of the owner. The payment of the
death benefit to the beneficiary will be reduced by the sum of

1.)      any benefit advance paid under this rider;
2.)      any interest charged on the benefit advance; and
3.)      any other debt on the policy.

ACCELERATED BENEFITS

We will  provide a benefit  advance if the  Insured  has a  terminal  condition,
subject to the provisions of this rider. The maximum benefit advance will be the
lesser of:

(1)       75% of the policy death benefit on the day we receive the request; or
(2)      $250,000 from all policies in force with us.

We will pay the benefit advance in a lump sum. Payments in other than a lump sum
may be made at the owner's request,  subject to our approval. The minimum amount
of any payment will be $500.  Once you exercise  this rider,  we will send you a
periodic report concerning the effect of this rider on policy values.  Surrender
charges will not be assessed against any benefits paid under this rider.

We will charge interest on the amount of the benefit  advance.  Interest accrues
daily at an interest rate which is not greater than the greatest of:

1.   The yield of a 90-day  Treasury  Bill as of the latest quote on such bills;
     or
2.   The maximum adjustable loan rate allowed by law; or
3.   6%.

On each policy  anniversary,  the accrued  interest will be added to the benefit
advance and bear interest at the rate then in effect.  Additional  interest will
not accrue if the benefit advance plus accrued  interest equals the policy death
benefit less any debt. At such time this policy will terminate.

- --------------------------------------------------------------------------------
RECEIPT OF AN ACCELERATED  BENEFIT MAY BE A TAXABLE  EVENT.  PLEASE CONSULT YOUR
TAX ADVISOR BEFORE YOU EXERCISE THE ACCELERATED BENEFIT. CASH VALUES, LOAN VALUE
AND THE POLICY  DEATH  BENEFIT  WILL BE REDUCED  IF YOU  RECEIVE AN  ACCELERATED
BENEFIT.
- --------------------------------------------------------------------------------

IMPACT ON POLICY

The benefit advance plus accrued  interest will be treated as a lien against the
policy values and policy death  benefit.  Access to the surrender  value through
policy  loans or  partial  or full  surrender  is  limited  to the excess of the
surrender value over the benefit advance and the accrued interest on the benefit
advance.  The death benefit will be reduced by the amount of the benefit advance
plus any  accrued  interest.  Any other  benefits  payable  under  other  riders
attached to this policy are not affected by any benefit paid under this rider.


QUALIFYING EVENT FOR A BENEFIT ADVANCE

The qualifying  event for the benefit  advance is the terminal  condition of the
Insured.  A terminal condition is an illness or physical condition or accidental
injury from which the Insured:

(1)  is not expected to recover; and
(2)  is  expected  to die within  twelve  months  after the date we receive  the
     request for the benefit advance.

Before  payment of a benefit  advance is made,  we will require that we be given
satisfactory  proof that the Insured's life  expectancy is twelve months or less
from the date we receive the request for a benefit advance.  Satisfactory  proof
will include the  certification of a licensed  physician who is not the Insured,
the owner nor a member of the  immediate  family of  either.  (Immediate  family
includes parents, parents-in-law,  siblings,  siblings-in-law,  or children.) We
reserve the right to obtain a second medical opinion at our expense.


PAYMENT CONDITIONS

The payment of any benefit advance is subject to the following conditions:

(1)  The policy must be in force.

(2)  The policy must not be assigned except to us as security for a policy loan.

(3)  The  payment  of a benefit  advance  must be  approved  by any  irrevocable
     beneficiary.


INVOLUNTARY ACCESS

This rider  provides for the  accelerated  payment of the death  benefit of this
policy.  This rider is not meant to cause you to  involuntarily  access proceeds
ultimately payable to the beneficiary. A benefit advance will not be paid if:

(a)  the owner is  required  by law to use this  benefit  to meet the  claims of
     creditors, whether in bankruptcy or otherwise; or

(b)  the owner is required by a  government  agency to use this benefit in order
     to  apply  for,  obtain,   or  otherwise  keep  a  government   benefit  or
     entitlement.


OWNERSHIP

The owner of this policy is the owner of this rider.

RIDER TERMINATION

This rider will terminate on the earliest of:

(1)  the date the policy terminates; or

(2)  the date you give us written notice to terminate this rider; or

(3)  the date that the benefit  advance plus accrued  interest equals the policy
     death benefit less all debt.

This rider may be reinstated as part of the policy if the policy is reinstated.

GENERAL

     All  provisions of the policy not in conflict with this rider apply to this
     rider.


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




Chief Executive Officer                              Group Vice President

Valley Forge Life Insurance Company

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


                    TOTAL DISABILITY WAIVER OF PREMIUM RIDER

This rider forms a part of the policy to which it is  attached.  It is issued in
consideration of your application and premium paid. If this rider is issued with
the policy,  its effective date is the policy date shown on the Policy Schedule.
If this rider is issued  after the policy  date,  or if coverage  is  increased,
decreased or reinstated,  its effective  date is shown in a Supplemental  Policy
Schedule.

BENEFIT

During a period of total disability we will credit a premium to this policy. The
amount of monthly premium to be credited will be the lesser of:

1.   one-twelfth of the waiver of premium  amount shown in the Policy  Schedule;
     or

2.   the  monthly  average  of  premiums  paid  on this  policy  over  the  last
     thirty-six policy months.

Benefits will begin on the latest date when:

1.   we have been notified of the onset of total disability; and

2.   we have received due proof of total disability;

3.   total disability has continued for six consecutive months.

No  benefits  will be paid after the  Insured  ceases to be totally  disabled or
after the policy has terminated.

TOTAL DISABILITY

The Insured is totally disabled:

1.   if the cause is an injury which  occurs or sickness  which begins after the
     effective date of this rider;

2.   if the disablement occurs after age 15 and before the policy anniversary on
     or after the Insured attains age 65;

3.   if the Insured:

     a.   during the first two years of total disability, cannot do the material
          and substantial duties of his or her occupation;

     b.   after two years from onset of  disability,  cannot do the material and
          substantial  duties of an occupation for which he or she is reasonably
          suited by education, training or experience; or

     c.   cannot return to school if the Insured is a student.

Total  disability  is  considered  to exist if the  Insured,  as the  result  of
accidental injury which occurs while this rider is in force:

1.   has lost the use of both legs;

2.   has lost the use of both arms;

3.   has lost the use of one leg and one arm;

4.   has lost the sight of both eyes.

EXCLUSIONS

Total disability  which results from war or act of war,  declared or undeclared,
or from intentionally self-inflicted injury is not covered.

NOTICE OF TOTAL DISABILITY

We must be notified of the onset of total disability during the first six months
of disability or as soon after that as is reasonably possible.

PROOF

Unless it is not possible to send proof earlier,  we must receive  initial proof
of disability:

1.   within eighteen months of the onset of total disability;

2.   during the lifetime of the Insured; and

3.   while total disability continues.

We may, from time to time, request proof of the continuance of total disability.
After disability has continued for two years, we may not request proof more than
once each year.

COST

The monthly cost for this rider is shown on the Policy Schedule.  We reserve the
right to change the  premium  for this rider if we change the  premiums  for all
riders of this class.

TERMINATION

This rider terminates:

1.   on the first policy anniversary on or after the Insured attains age 65;

2.   if you give us written notice to terminate it; or

3.   when the policy terminates.

GENERAL

     All  provisions of the policy not in conflict with this rider apply to this
     rider.


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

Chief Executive Officer                              Group Vice President

Valley Forge Life Insurance Company


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



                         ACCIDENTAL DEATH BENEFIT RIDER


This rider forms a part of the policy to which it is  attached.  It is issued in
consideration of your application and premium paid.


BENEFIT

We will pay the accidental  benefit amount shown in the Policy  Schedule as soon
as we receive due written proof that the  Insured's  death was  accidental.  The
injury that caused death must occur after attained age one and before the policy
anniversary on or next following the Insured's age 70.


ACCIDENTAL DEATH

Accidental  death means death that  results  from  injury  (not  sickness).  The
accidental injury must cause death, independently of all other causes.


EXCLUSIONS

We will not pay the accidental death benefit if death is the result of:

(1)  suicide (while sane or insane);

(2)  voluntarily taking poison;

(3)  voluntarily  inhaling gas or fumes,  except while  conducting  one's duties
     during the course of employment;

(4)  voluntarily taking drugs,  narcotics or hallucinogens  except as prescribed
     by a physician;

(5)  illness or disease or medical treatment thereof;

(6)  injury during the commission of a crime;

(7)  aircraft  accident (unless the Insured is a passenger with no duties on the
     aircraft);

(8)  participation  in a  hazardous  sport such as  parachuting,  hang  gliding,
     motorcycle racing,  automobile  racing,  etc. where the Insured should have
     known the sport could result in death;

(9)  war (declared or not) or acts of war; or

(10) the Intoxication of the Insured.  Intoxication  means a blood alcohol level
     of .1% by weight,  unless the state of residence of the Insured has a lower
     standard,  in which case the standard of the  Insured's  state of residence
     shall apply.


COST

The monthly cost for this rider is shown in the Policy Schedule.


RIDER TERMINATION


This rider terminates:

(1)  on the policy anniversary on or next following the Insured's age 70;

(2)  if you give us written notice to terminate it; or

(3)  when the policy terminates.


This rider may be  reinstated  as part of the policy if the policy is reinstated
unless this rider was terminated because of age or at your request.


GENERAL

All  provisions  of the policy  not in  conflict  with this rider  apply to this
rider. If this rider is issued with the policy, its effective date is the policy
date shown on the  Policy  Schedule.  If this  rider is issued  after the policy
date, or if coverage is increased,  decreased or reinstated,  its effective date
is shown in a Supplemental Policy Schedule.

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

Chief Executive Officer                              Group Vice President

Valley Forge Life Insurance Company

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


                           ADDITIONAL INSURANCE RIDER

This rider forms a part of the policy to which it is  attached.  It is issued in
consideration of your application and premium paid.


BENEFIT

We will pay the  Additional  Insurance  death  benefit as soon as we receive due
written proof of the Insured's  death.  The additional  insurance  death benefit
will be the Additional Insurance specified amount shown in the Schedule less the
excess, if any, of (1) over (2) or (3), where:

(1)  is the cash value on the date of death times the  applicable  percentage of
     cash value shown on the Policy Schedule;

(2)  is the specified  amount,  if Death Benefit Option 1 is shown on the Policy
     Schedule; and

(3)  is the specified  amount plus the cash value,  if Death Benefit Option 2 is
     shown on the Policy Schedule.


PREMIUM

The premium for this rider is determined as (1) times (2) where:

(1)  is the Additional Insurance death benefit; and

(2)  is the monthly cost of insurance rate on the monthly date.

The monthly cost of insurance  rate is based upon the sex, age nearest  birthday
and rate class of the Insured.  We may charge less than,  but not more than, the
maximum guaranteed monthly cost of insurance rates shown in the Policy Schedule.
The rate we will charge will be determined by us on each policy  anniversary and
will apply for the succeeding policy year.


CHANGE OF BENEFITS

The Additional Insurance face amount may be changed any time after this rider is
one year old by written notice to us. The following  conditions may apply to any
change:

(1)  The Additional Insurance specified amount may not be less than $25,000.

(2)  Any increase requires proof of insurability satisfactory to us.

(3)  Any change will become  effective  on the monthly date after we approve the
     change.

(4)  Changed benefits will be shown on a Supplemental Policy Schedule.


BENEFICIARY

Unless the owner gives us written notice,  the beneficiary is the beneficiary of
the base policy.


OWNERSHIP

The owner of this policy is the owner of this rider.


TERMINATION

This rider terminates:

(1)  when the owner gives written notice to terminate it; or

(2)  when the policy terminates; or

(3)  on the policy anniversary on or next following the Insured's 95th birthday.

This rider may be reinstated as part of the policy if the policy is reinstated.


GENERAL

All  provisions  of the policy  not in  conflict  with this rider  apply to this
rider. If this rider is issued with the policy, its effective date is the policy
date shown on the  Policy  Schedule.  If this  rider is issued  after the policy
date, or if coverage is increased,  decreased or reinstated,  its effective date
is shown in a Supplemental Policy Schedule.


Signed for the Company at its Executive Office in Chicago, Illinois.


Chief Executive Officer                              Group Vice President

Valley Forge Life Insurance Company

                                 A Stock Company

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


                            AUTOMATIC TRANSFER RIDER

This rider forms a part of the policy to which it is attached.

While this policy is in force, you may choose to have us automatically  transfer
cash  value  (on a  monthly,  quarterly,  semi-annual  or  annual  basis)  among
subaccounts and Fixed Account I to achieve a particular  percentage  allocation.
No such transfer may be later than the 28th of the month.

Your choice is made by giving us written notice. The allocation percentages must
be in whole numbers and are subject to the minimums on the policy schedule.

You may stop automatic  transfer at any time by written notice.  We must receive
your written  notice at least seven days before the first  business day in a new
period.  Once  automatic  transfer has been  elected,  any  subsequent  transfer
instructions  that differ from the then  current  instructions  are treated as a
request to change the  automatic  transfer  allocation.  All changes  must be by
written notice.

Automatic transfers do not count as one of the free transfers each policy year.

Signed for the  Company at its  Executive  Offices in  Chicago,  Illinois on the
policy date.

    Chief Executive Officer                              Group Vice President

Valley Forge Life Insurance Company

                                 A Stock Company

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


                           DOLLAR COST AVERAGING RIDER


This rider forms a part of the policy to which it is attached.

If you request  dollar  cost  averaging,  we will open a dollar  cost  averaging
account for you under this policy.  All premiums  applied to this option will be
allocated to the money market account.  No transfers may be made into
this account.

While this policy is in force, you may choose to have us transfer a fixed dollar
amount on a monthly basis from the money market account to any of the
subaccounts  or Fixed Account I for a 6 or 12 month period.  The transfers  will
begin when you request but no sooner than seven business days following  receipt
of your written  notice  provided the transfers do not begin until 30 days after
the policy  effective  date.  Transfers will terminate at the end of the 6 or 12
month period you designate or within seven business days of your written request
to terminate these transfers.

The interest  rate earned on this  account  will be the interest  rate earned in
Fixed Account I, plus any additional interest, which we may declare from time to
time.

To be eligible for dollar cost averaging the following conditions must be met:

1.   The value of the dollar cost averaging account must be at least $1,000.

2.   The  minimum  transfer  amount  must be at least  $100 or 10% of the  total
     amount being transferred.

You may have only one dollar cost averaging account in operation at one time.

Transfers  under the  dollar  cost  averaging  are made as of the same day every
calendar  month.  This day may not be later than the 28th of the month.  If this
calendar day is not a business  day,  transfers are made as of the next business
day.  There is no additional  charge for this option and these  transfers do not
count toward the free transfers each policy year.

We reserve the right to  discontinue  this option at any point in time or change
its features.

If this option is terminated,  all money  remaining in the dollar cost averaging
account will be transferred to Fixed Account I.

Signed for the Company at its Executive Offices in Chicago, Illinois.


Chief Executive Officer                              Group Vice President



Valley Forge Life Insurance Company


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

                        TERM INSURANCE ON CHILDREN RIDER

This rider forms a part of the policy to which it is  attached.  It is issued in
consideration of your application and premium paid.

BENEFIT

We agree to pay the beneficiary  the following  amount for each unit of coverage
if a covered  child's  death  occurs  while this rider is in force or within the
conversion period described below:

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

     2.   $1,000 if the covered  child's death occurs on or after his or her age
          6 months and before the policy anniversary nearest the covered child's
          22nd birthday.

COVERED CHILD

Covered child means a child,  stepchild or legally  adopted child of the Insured
who is more than 14 days old but less than 22 years old and who is either:

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

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

BENEFITS AFTER THE INSURED'S DEATH

If the policy  terminates by the death of the Insured,  existing coverage on any
child under this rider will be continued as fully  paid-up  insurance  until the
child's 22nd birthday.  At age 22, conversion will be allowed as provided below.
The paid-up  insurance  will have policy  value based on the 1980 CSO  Mortality
Table Age Nearest  Birthday with  interest at 5 1/2%  compounded  annually.  The
paid-up insurance may be surrendered for its surrender value.  Information about
the policy value will be furnished upon request.

COST

The cost of this rider will be added to the monthly  deduction  described in the
policy. Its cost is shown in the Policy Schedule.

CHANGE OF BENEFITS

The units of  coverage  may be changed any time after this rider is one year old
by written notice. The following conditions apply:

     1.   Any approved change will become effective on the business day after we
          receive notice.

     2.   Changed benefits will be shown on a Supplemental Policy Schedule.

CONVERSION

Any  covered  child may  convert his or her  insurance  to a  permanent  plan of
insurance  then  available  from us at the  child's  attained  age.  The  amount
converted may not be less than the amount of insurance  then in force under this
rider and no more than five times that amount.  No proof of insurability will be
required for the conversion policy,  except for any benefits added by rider. The
suicide and incontestability provisions of the converted policy will be waived.

BENEFICIARY

Unless  changed  by  written  notice,  the  beneficiary  of this  rider  will be
determined in the following order:

     1.   the Insured under the base policy, if living; then

     2.   the Insured's spouse, if living; then

     3.   the  children,  step-children  and  legally  adopted  children  of the
          Insured equally, if living; then

     4.   the estate of the deceased covered child.

ASSIGNMENT

The benefits of this rider cannot be assigned.

OWNERSHIP

The owner of this policy is the owner of this rider.

TERMINATION

This rider terminates:

     1.   When you give us written notice to terminate it and send us the policy
          to show the change; or

     2.   On the policy anniversary on or nearest the Insured's age 65; or

     3.   When the policy terminates.

GENERAL

All  provisions  of the policy  not in  conflict  with this rider  apply to this
rider. If this rider is issued with the policy, its effective date is the policy
date shown on the  Policy  Schedule.  If this  rider is issued  after the policy
date, or if coverage is increased,  decreased or reinstated,  its effective date
is shown in a Supplemental Policy Schedule.

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

          [GRAPHIC OMITTED]                               [GRAPHIC OMITTED]
       Chief Executive Officer                           Group Vice President




Valley Forge Life Insurance Company

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


                       OTHER INSURED TERM INSURANCE RIDER


This rider forms a part of the policy to which it is  attached.  It is issued in
consideration of your application and premium paid.


BENEFIT

We will pay the Other Insured  specified amount shown in the Schedule as soon as
we receive written proof of the Other Insured's death.


OTHER INSURED

Unless changed, the Other Insured is the individual named in the application for
this rider.


PREMIUM

The premium for this rider is determined as (1) times (2) where:

     (1)  is the Other Insured specified amount; and

     (2)  is the monthly cost of insurance rate on the monthly date.

The monthly cost of insurance rate is based on the sex, age nearest birthday and
rate  classification of the Other Insured. We can charge less than, but not more
than, the maximum guaranteed  mortality risk charge rates shown in the Schedule.
We determine the rate we will charge on each policy anniversary.  This rate will
apply for the succeeding policy year.


CHANGE OF BENEFITS

The Other  Insured  face  amount may be changed any time after this rider is one
year old by  written  notice  to us.  These  conditions  apply to any  change in
coverage:

     (1)  The Other Insured specified amount may not be less than $50,000.

     (2)  Any increase requires proof of insurability satisfactory to us.

     (3)  Any approved change will become effective on the monthly date after we
          receive written notice.

     (4)  Changed benefits will be shown on a Supplemental Schedule.

CONVERSION

On written  request from the owner prior to the Other  Insured's  65th birthday,
the Other Insured may convert to a permanent  plan of insurance  then  available
from us at the Other Insured's then attained age. The amount converted may be no
greater than the Other Insured  specified  amount. No proof of insurability will
be required for the conversion policy, except for any benefits added by rider.


BENEFICIARY

Unless  you give us  written  notice,  the  beneficiary  is the Other  Insured's
estate.


OWNERSHIP

The owner of this policy is the owner of this rider.


TERMINATION

This rider terminates on the earliest of:

     (1)  the  policy  date  on or  next  following  the  Other  Insured's  70th
          birthday;

     (2)  the date you give us written notice to terminate it; or

     (3)  the date the policy terminates.

This rider may be  reinstated  as part of the policy if the policy is reinstated
unless this rider was terminated  because of age or by written notice.  Proof of
the Other Insured's insurability may be required for reinstatement.


GENERAL

All  provisions  of the policy  not in  conflict  with this rider  apply to this
rider. If this rider is issued with the policy, its issue date is the issue date
shown on the Policy Schedule.  If this rider is effective after the policy issue
date, or if coverage is increased, decreased or reinstated, it's the rider issue
date is shown in a Supplemental Policy Schedule.

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


          [GRAPHIC OMITTED]                       [GRAPHIC OMITTED]
       Chief Executive Officer                   Group Vice President



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission