VALLEY FORGE LIFE INSURANCE CO VARIABLE LIFE SEPARATE ACCOUN
S-6, EX-99.A.5.A., 2000-10-31
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VALLEY FORGE LIFE INSURANCE COMPANY
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Executive Office:             A Stock Company     Home Office:
CNA Plaza                                         401 Penn Street
Chicago, Illinois 60685                           Reading, Pennsylvania 19601

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                           READ YOUR POLICY CAREFULLY

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

We will pay the death proceeds to the  beneficiary  when we receive due proof of
the Insured's death while this policy is in force. Details of the Death Proceeds
are found in the Death Benefit provisions.




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


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

/s/BERNARD L. HENGESBAUGH                           /s/DAVID L. STONE

Chief Executive Officer                              Group Vice President




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Cash  Value  benefits  provided  by this  policy  are  based  on the  investment
performance  of the  subaccounts  of the  Variable  Account.  Such  benefits may
increase or decrease and are not guaranteed as to dollar  amount.  The amount of
the  death  benefit  may  vary  based  on  the  investment  performance  of  the
subaccounts of the Variable Account but it will never be less than the specified
amount. The Variable Account Provisions begin on Page 18.
--------------------------------------------------------------------------------



            FLEXIBLE PREMIUM VARIABLE AND FIXED LIFE INSURANCE POLICY
 Premiums are payable until the earlier of Insured's death or the Insured's
                                attained age 95.
                            Adjustable Death Benefit
                    Death Proceeds Payable at Insured's Death
                                Non-Participating
                   Investment Experience Reflected in Benefits


VUL-104 (8/00)

                                 POLICY SCHEDULE

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

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

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

Death Benefit Option:      [1]
Monthly Date:              [1st] Day Of Each Month

Base Specified Amount:                               [$100,000]
Additional Insurance Rider Specified Amount:         [$100,000]
Total Specified Amount:                              [$200,000]
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:                  [$100.00]
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
Free Partial Surrender Amount:   10% of cash value at time of first free partial
                                 surrender during a policy year after the  first
                                 policy year.


Minimum Loan Amount:                                 $500.00
Policy Loan Interest Rate:                           8.0%
Preferred Policy Loan Credited Rate:                 8.0%
Policy Loan Credited Rate:                           6.0%





<PAGE>


                                CHARGES AND FEES
                                (Maximum Charges)

PREMIUM CHARGES:
         All Years:                             4% of premium payments


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

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. Not  applicable  to dollar
                                               cost averaging or automatic
                                               transfers.)


SURRENDER CHARGE

The initial Surrender Charge Is [$ 1600.00].

         The Surrender Charge Grades Off As Follows:

                           100% Of The Surrender  Charge In Policy Years 1-5
                           80% Of The  Surrender  Charge In Policy Year 6
                           60% Of The Surrender   Charge  In  Policy  Year  7
                           40%  Of  The Surrender   Charge  In  Policy  Year  8
                           20%  Of  The Surrender Charge In Policy Year 9
                           No Surrender Charge In Policy Years 10 And Later


FIXED ACCOUNT

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

                  Minimum Guaranteed Interest Rate:   4.00%
                  Interest Rate as of Policy Date: [x%.] The interest rate as of
                  policy date  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.




<PAGE>


ALLOCATION GUIDELINES:

1.   Currently,  you may select as many  investment  options as you wish. In the
     future we reserve the right to limit the number of options available. There
     will never be fewer than 4 investment options available.

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  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:

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

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

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

         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.



<PAGE>


<TABLE>
<CAPTION>

                               INVESTMENT OPTIONS
<S>     <C>    <C>    <C>    <C>    <C>    <C>
[Federated High Income Bond Fund II]                 [Fidelity VIP II Asset Manager]
[Federated Prime Money Fund II]                      [Fidelity VIP II Contrafund]
[Federated Utility Fund II]                          [Fidelity Equity-Income]
                                                     [Fidelity VIP II Index 500]
[Alger American Growth Portfolio]
[Alger American Mid-Cap Growth Portfolio]            [MFS Emerging Growth]
[Alger American Small Capitalization Portfolio]      [MFS Growth With Income]
[Alger American Leveraged AllCap Portfolio]          [MFS Research]
                                                     [MFS Total Return]
[Templeton Developing Markets Securities Fund]
[Templeton Asset Strategy Fund]                      [Janus Aspen Capital Appreciation Portfolio]
                                                     [Janus Aspen Growth Portfolio]
[Alliance Growth and Income Portfolio]               [Janus Aspen Balanced Portfolio]
[Alliance Premier Growth Portfolio]                  [Janus Aspen Flexible Income Portfolio]
                                                     [Janus Aspen International Growth Portfolio]
[Lazard Retirement Equity Portfolio]                 [Janus Aspen Worldwide Growth Portfolio]
[Lazard Retirement Small Cap Portfolio]
                                                     [American Century VP Income & Growth Fund]
                                                     [American Century VP Value Fund]

                                                     [Morgan Stanley Emerging Markets Equity Portfolio]
                                                     [Morgan Stanley International Magnum Portfolio]
</TABLE>



VARIABLE ACCOUNT: VFL Variable Life Insurance Separate Account



                      ADDITIONAL BENEFITS PROVIDED BY RIDER

                                                                   MONTHLY COST
BENEFIT DESCRIPTION                    EXPIRY DATE                  OF RIDER


[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]]



<PAGE>




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


----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
       ATTAINED                                   ATTAINED                                   ATTAINED
         AGE                   COST                  AGE                 COST                  AGE                  COST
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
<S>       <C>                <C>                     <C>               <C>
          35                 0.140833                70                2.885833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          36                 0.147500                71                3.242500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          37                 0.156667                72                3.546667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          38                 0.166667                73                3.953333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          39                 0.178333                74                4.410000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          40                 0.190833                75                4.900000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          41                 0.205833                76                5.421667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          42                 0.220833                77                5.970000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          43                 0.238333                78                6.539167
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          44                 0.255833                79                7.143333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          45                 0.276667                80                7.805833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          46                 0.299167                81                8.543333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          47                 0.323333                82                9.376667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          48                 0.349167                83                10.315833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          49                 0.378333                84                11.342500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          50                 0.409167                85                12.433333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          51                 0.445833                86                13.566667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          52                 0.488333                87                14.732500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          53                 0.535833                88                15.907500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          54                 0.590833                89                17.107500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          55                 0.651667                90                18.349167
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          56                 0.719167                91                19.653333
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          57                 0.790833                92                21.062500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          58                 0.868333                93                22.635833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          59                 0.955833                94                24.637500
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          60                 1.053333                95                27.496667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          61                 1.161667
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          62                 1.285000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          63                 1.425833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          64                 1.585000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          65                 1.760833
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          66                 1.950000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          67                 2.155000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          68                 2.375000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          69                 2.615000
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
</TABLE>


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


<PAGE>



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
        ---       ----
  [

        35       0.05790
        36       0.05850
        37       0.05880
        38       0.05910
        39       0.05940
        40       0.05990
        41       0.06070
        42       0.06210
        43       0.06400
        44       0.06680
        45       0.07040
        46       0.07570
        47       0.08280
        48       0.09120
        49       0.10030
        50       0.10970
        51       0.11880
        52       0.12700
        53       0.13380
        54       0.13860
        55       0.14160
        56       0.14330
        57       0.14400
        58       0.14420
        59       0.14430
        60       0.13940
        61       0.13250
        62       0.12360
        63       0.11270
        64       0.09980]


<PAGE>




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
Expense Charge
Premium Charges
Surrender Charge
Transfer Processing Fee
Changes in Policy Cost Factor
Charges after the Insured's Attained Age 95


<PAGE>



TABLE OF CONTENTS - CONTINUED


Surrender Provisions
Total Surrender
Partial Surrenders
Free Partial Surrender Amount

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

Transfers
Transfer Rules
Transfer Processing Fee

General Policy Provisions
Entire Contract
Changes
Incontestability
Suicide
Error in Age or Sex
Payment of Proceeds
Right to Defer Payments or Transfers from any fixed account
Termination
Annual Report
Non-Participating
Currency
Signature Guarantee

Settlement




<PAGE>


DEFINITIONS

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

Base  Specified  Amount:  The Specified  Amount for the policy without any added
insurance provided by rider. It is shown in the Policy Schedule.

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,  in any fixed  accounts  and in the loan  account.  Refer to the Policy
Values Provisions for details.

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

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

Insured: The person, named on the policy schedule, whose life is insured by this
policy.

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

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

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

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

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.

Total Specified  Amount:  A dollar amount used to determine the death benefit of
your policy.  It includes any specified added by any additional  insurance rider
attached  to the  policy.  The total  specified  amount may not be less than the
minimum total specified amount. The total specified amount and the minimum total
specified amount are shown on 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 unless you direct otherwise.  If the
interest of all  designated  beneficiaries  has ended when the Insured  dies, we
will pay the death  benefit to you. If you are not living at that time,  we will
pay the death benefit to your estate.

While the Insured is alive, you may change any  beneficiary.  Any change must be
by written notice. Once recorded, the change will take effect as of the date you
signed it.  Such  change  will not affect any  payment we make or action we take
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.  No premium
will be accepted after the policy anniversary nearest the Insured's attained age
95.

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 total 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 total specified amount plus the cash value on the date of death; or
2.   The applicable percentage of the 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 in 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 total  specified  amount  shall not reduce  the  specified
         amount  lower than the  minimum  total  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 total  specified  amount in a
Supplemental  Policy  Schedule we will send you.  Any changes are subject to the
minimum total specified  amount and the minimum change in total specified amount
shown on the Policy Schedule.

You may change the death  benefit from Option 2 to Option 1. This will  increase
the Total 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 total 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 life insurance benefits that may be provided by rider; less
3.       any debt; less
4.       any due and unpaid monthly deductions during the grace period.

We will pay the  death  proceeds  after  we  receive  due  proof of death at our
Administrative  Office.  The  death  proceeds  will be  adjusted  under  certain
conditions.  Refer to the  Incontestability,  Suicide,  and  Error in Age or Sex
Provision.

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


POLICY VALUE PROVISIONS

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

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

Subaccount:  The value in each  subaccount  on each  subsequent  business day is
equal to:

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

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

The value in the policy loan  account on each  subsequent  business day is equal
to:

1)   the value in the policy loan account on the preceding business day; plus
2)   guaranteed interest credited; plus
3)   any amounts  transferred  to the policy loan account  because of additional
     policy loans; plus
4)   any due and unpaid loan interest during the current business day; less
5)   the amount of any loan repayments you make during the current business day.

Fixed  Account  I : The value in Fixed  Account  I is equal to:

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

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

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

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


POLICY COST FACTORS

Monthly  Deduction:  Each monthly date, we will make certain deductions from the
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.

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

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

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

The monthly cost of insurance is determined as (1) times (2) where:
(1)  is the net  amount at risk which is equal to the Death  Benefit  divided by
     the monthly  equivalent of the guaranteed  interest rate,  minus cash value
     before charges, all divided by 1,000; and
(2)  is the monthly cost of insurance rate per $1,000 of coverage on the monthly
     date.

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

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.  The surrender  charge is a charge per $1,000
times the decrease in specified  amount divided by 1,000and is assessed based on
the amount surrendered.  Subsequent  surrender charges will be calculated in the
same way. The surrender charge is shown on the Policy Schedule.

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

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

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

Charges  after the  Insured's  Attained Age 95:  Policy  Charges as shown on the
Policy Schedule will not apply on and after the policy  anniversary  nearest the
Insured's attained age 95.




<PAGE>


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 first
policy  anniversary  by written  notice.  The Free partial  surrender  Amount as
defined below may be withdrawn free of surrender charges in any policy year. Any
excess  above a 10%  partial  surrender  in any policy year will be subject to a
partial surrender charge if a surrender charge would apply to a total surrender.

When you make a  partial  surrender,  we will  reduce  the  cash  value  and the
specified amount by the partial  surrender amount and any surrender  charges.  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.

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

(a)  is the free partial surrender amount for that policy year; and
(b)  is the total of prior free partial  surrender  amounts  withdrawn  the same
     policy year.


LOAN PROVISIONS

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

Policy Loan:  You may obtain a loan at any time while your policy is in force by
written  notice.  The amount of the loan and all existing  loans may not be more
than the maximum loan value as of the date we process the loan. 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 or upon
repayment,  if earlier. Unpaid interest will be added to the existing debt as of
the due date and will be  charged  interest  at the same rate as the rest of the
loan.

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

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

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

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

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

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


THE VARIABLE ACCOUNT

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

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

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

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

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

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

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

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

Net  Investment  Factor:  The net  investment  factor  for  each  subaccount  is
determined by dividing (1) by (2) and subtracting (3) from the result, where:

1)   is the result of:

(a)  the  net  asset  value  per  share  of the  investment  option  held in the
     subaccount, determined at the end of the business day; plus

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

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

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

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


FIXED ACCOUNT I

Fixed  Account I is funded by the general  account of the  Company.  The general
account  consists  of all of our assets  other  than those held in any  separate
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  Processing Fee is shown
     on the Policy Schedule;

2)   We reserve  the right to assess a Transfer  Processing  Fee as shown on the
     Policy  Schedule if the number of transfers  exceeds the maximum  number of
     free  transfers  shown on the  Policy  Schedule.  We will  notify you if we
     deduct a Transfer  Processing  Fee and will deduct such fee from the amount
     which is transferred;

3)   You may not make a transfer until after the end of the free look period;

4)   The  minimum  amount  which  may be  transferred  is  shown  on the  Policy
     Schedule;

5)   A transfer  will be effected as of the end of the normal  business day when
     we receive an acceptable transfer request;

6)   We are not liable for a transfer made in accordance with your instructions;

7)   Your right to make  transfers  is subject to  modification  if we determine
     that the  exercise of the right by one or more owners of this policy is, or
     would be, to the disadvantage of other owners of this policy.  Restrictions
     may be applied in any manner reasonably  designed to prevent any use of the
     transfer right which we consider to be to the  disadvantage of other owners
     of this policy. A modification could be applied to transfers to or from one
     or more of the subaccounts and could include:

a.   the requirement of a minimum time period between each transfer; or

b.   not  accepting a transfer  request  from an agent  acting  under a power of
     attorney on behalf of more than one owner; or

c.   limiting the dollar amount that may be transferred  between the subaccounts
     at any one time;

8)   During times of drastic economic or market  conditions,  we may suspend the
     transfer privilege  temporarily  without notice and treat transfer requests
     based on their separate  components (a redemption order with a simultaneous
     request for purchase of another subaccount). In such a case, the redemption
     order  would  be  processed  at the  source  subaccount's  next  determined
     accumulation unit.  However,  the purchase into the new subaccount would be
     effective  at the  next  determined  accumulation  unit  value  for the new
     subaccount only after we receive proceeds from the source subaccount, or we
     otherwise receive cash on behalf of the source subaccount;

9)   Transfers  do not change the  allocation  instructions  for future  premium
     payments;

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

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


GENERAL POLICY PROVISIONS

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

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

Incontestability:  We cannot  contest the  validity of this policy  after it has
been in force  during the  lifetime of the Insured for two years from the policy
date;  nor can we contest any 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
during the two year period after the policy  effective  date, the effective date
of a reinstatement,  or the effective date of an 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 or Sex: If the age or sex of the Insured  has been  misstated,  all
payments and benefits  under the policy will be those which the most recent cost
of insurance rates would have purchased at the Insured's correct age or sex.

Payment of  Proceeds:  Unless we agree to a different  mode of  settlement,  all
benefits will be paid in one sum to the beneficiary.

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

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

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

2.   The SEC permits, by an order, the postponement for your protection; or

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

Right to Defer Payments or Transfers from any Fixed Account: Except for a policy
loan to pay premiums,  we have the right to defer payment of any loan, 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.


SETTLEMENT

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


            FLEXIBLE PREMIUM VARIABLE AND FIXED LIFE INSURANCE POLICY
          Premiums are payable until the earlier of Insured's death or
                         the Insured's attained age 95.
                            Adjustable Death Benefit
                    Death Proceeds Payable at Insured's Death
                                Non-Participating
                   Investment Experience Reflected in Benefits


VUL-104 (8/00)


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