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

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                           READ YOUR POLICY CAREFULLY

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

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




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




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

<PAGE>


VUL-105 (8/00)

                                 POLICY SCHEDULE

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

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

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

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

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:         $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 any 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 Surrender Charge is [$ 1600].

         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




<PAGE>


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.


ALLOCATION GUIDELINES:

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

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

3.   The 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.



<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
<TABLE>
<CAPTION>

                                                               MONTHLY COST
BENEFIT DESCRIPTION                         EXPIRY DATE          OF RIDER

<S>                                         <C>              <C>
Total Disability Waiver of Premium Rider    July 1, 2030      See Supplemental Schedule
                  Insured:  John Doe

Waiver of Monthly Deduction Rider           July 1, 2030      See Supplemental Schedule
                  Insured:  John Doe

Four Year Term Rider                        July 1, 2004      $2.00
         $100,000

Policy Split Rider                          N/A               $3.00



</TABLE>

<PAGE>




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

----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
        POLICY                                     POLICY                                     POLICY
         YEAR                  COST                 YEAR                 COST                  YEAR                 COST
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
<S>       <C>                <C>                     <C>               <C>
          35                 0.000207                70                0.916171
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          36                 0.000665                71                1.087231
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          37                 0.001212                72                1.277131
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          38                 0.001865                73                1.520309
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          39                 0.002655                74                1.813278
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          40                 0.003600                75                2.155917
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          41                 0.004765                76                2.549448
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          42                 0.006130                77                2.993204
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          43                 0.007751                78                3.487290
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          44                 0.009616                79                4.042261
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          45                 0.011836                80                4.677258
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          46                 0.014433                81                5.411422
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          47                 0.017480                82                6.267621
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          48                 0.021045                83                7.264384
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          49                 0.025222                84                8.391858
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          50                 0.030145                85                9.645467
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          51                 0.036026                86                11.006968
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          52                 0.043116                87                12.476371
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          53                 0.051684                88                14.034587
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          54                 0.061858                89                15.699852
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          55                 0.073886                90                17.478050
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          56                 0.087950                91                19.402100
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          57                 0.104038                92                21.532475
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          58                 0.122288                93                23.977165
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          59                 0.143629                94                27.051140
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          60                 0.168925                95                31.414780
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          61                 0.199039
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          62                 0.235910
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          63                 0.281480
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          64                 0.337115
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          65                 0.402913
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          66                 0.479669
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          67                 0.567515
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          68                 0.666914
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
          69                 0.781089
----------------------- -------------------- -------------------- -------------------- --------------------- --------------------
</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

                                INSURED: JOHN DOE

                        RATES PER $1 OF MONTHLY DEDUCTION


               POLICY
                YEAR                      COST
                ----                      ----
                  1                       0.05790
                  2                       0.05880
                  3                       0.05910
                  4                       0.05940
                  5                       0.05990
                  6                       0.06070
                  7                       0.06210
                  8                       0.06400
                  9                       0.06680
                  10                      0.07040
                  11                      0.07570
                  12                      0.08280
                  13                      0.09120
                  14                      0.10030
                  16                      0.10970
                  17                      0.11880
                  18                      0.12700
                  19                      0.13380
                  20                      0.13860
                  21                      0.14160
                  22                      0.14330
                  23                      0.14400
                  24                      0.14420
                  25                      0.14430
                  26                      0.13940
                  27                      0.13250
                  28                      0.12360
                  29                      0.11270
                  30                      0.09980]


<PAGE>


                              SUPPLEMENTAL SCHEDULE

 _________________SCHEDULE OF MONTHLY COST OF INSURANCE RATES___________________

                    TOTAL DISABILITY WAIVER OF PREMIUM RIDER

                                INSURED: JOHN DOE

                        RATES PER $1 OF MONTHLY DEDUCTION


                  POLICY
                   YEAR                                COST

                      1                                0.05790
                      2                                0.05850
                      3                                0.05880
                      4                                0.05910
                      5                                0.05940
                      6                                0.05990
                      7                                0.06070
                      8                                0.06210
                      9                                0.06400
                      10                               0.06680
                      11                               0.07040
                      12                               0.07570
                      13                               0.08280
                      14                               0.09120
                      15                               0.10030
                      16                               0.10970
                      17                               0.11880
                      18                               0.12700
                      19                               0.13380
                      20                               0.13860
                      21                               0.14160
                      22                               0.14330
                      23                               0.14400
                      24                               0.14420
                      25                               0.14430
                      26                               0.13940
                      27                               0.13250
                      28                               0.12360
                      29                               0.11270
                      30                               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 Factors
Policy Charges after the Younger Insured's Attained Age 95

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.

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

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

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

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

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

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

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

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

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

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

Policy Date:  The date  coverage  under this policy  becomes  effective and from
which the 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.



<PAGE>


OWNER, BENEFICIARY AND ASSIGNMENT PROVISIONS

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

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

Beneficiary:  There are two categories of beneficiary - primary and  contingent.
The primary  beneficiary  is the person to whom the death proceeds are paid when
the death of the last Insured to die occurs. The contingent beneficiary, if any,
will become the  beneficiary if no primary  beneficiary is living on the date of
death of the  last  Insured  to die.  The  primary  beneficiary  and  contingent
beneficiary  on the policy date are as named in the  application.  More than one
primary  or  contingent  beneficiary  may be  named.  If more  than one  primary
beneficiary  is alive when the death of the last Insured to die occurs,  we will
pay  such  primary  beneficiaries  in equal  shares  unless  you  have  provided
otherwise.

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

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

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

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


PREMIUM PROVISIONS

Premium 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 younger  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 death of the last Insured to die occurs
during the grace period, we will pay the death proceeds.  (See the Death Benefit
Provisions for details.)

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

On  the  policy  anniversary  nearest  the  younger  insured's  (or  surviving
Insured's)  95th  birthday,  the death  benefit  will  equal the policy net cash
value.

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
death of the last Insured to die has occurred 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 of the
     last Insured to die.

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 of the  last
     Insured to die; or

2.   The applicable percentage of cash  value on the  date of  death of the last
     Insured to die.

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 life insurance benefits provided by rider which are payable at the death
    of the last Insured to die; less

3.  any debt; less

4.  any due and unpaid premiums during the grace period.

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

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


POLICY VALUE PROVISIONS

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

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
of coverage times the decrease in specified amount divided by 1,000 and 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.

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

SURRENDER PROVISIONS

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

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

Partial Surrenders:  A partial surrender may be made at any time after the 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.  No policy loan
will be less than the minimum  loan amount shown on the Policy  Schedule.  Loans
will be made upon the sole security and proper assignment of this policy to us.

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

The Company  credits a higher  effective  annual  interest  rate on: (1) amounts
borrowed up to an amount  equal to cash value less  aggregate  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.

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
change will be made in accordance with any regulatory requirements.

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

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

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

1)   is the result of:

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

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

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

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

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


FIXED ACCOUNT I

Fixed  Account I is funded by the general  account of the  Company.  The general
account  consists  of all of our assets  other  than those held in any  separate
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 each 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 each  Insured  to deny a claim  unless  the  statement  is in the
application  or  supplemental  application  and a copy of the statement has been
furnished to the claimant.

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

Incontestability:  We cannot  contest the  validity of this policy  after it has
been in force  during the lifetime of each Insured for two years from the policy
date;  nor can we contest any increased  benefit or  reinstatement  after it has
been in force,  while each 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  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 each Insured will not be used in any contest unless a copy
is furnished to the beneficiary.

Suicide:  If either Insured commits  suicide,  while sane or insane,  within two
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 either 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. This policy will immediately terminate on the first such death by
suicide.

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

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

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

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

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

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

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

Right to Defer Payments or Transfers from any Fixed Account: Except for a policy
loan to pay premiums,  we have the right to defer payment of any 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 death of the last Insured to die occurs; or
3.       the grace period ends.

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

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

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 any  other  mutually  agreed  upon
payment option.



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


VUL-105 (8/00)


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