UNITED STATES LIFE INSURANCE CO IN THE CITY OF NEW YORK
S-6, 1999-05-27
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<PAGE>

                                                Registration No. 333-
                                                                     __________


      As filed with the Securities and Exchange Commission on May 27, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-6
                             FOR REGISTRATION UNDER
                           THE SECURITIES ACT OF 1933
       OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

        THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
                           SEPARATE ACCOUNT USL VL-R
                             (Exact Name of Trust)

        THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
                           (Exact Name of Depositor)
                                125 Maiden Lane
                              New York, NY   10038
         (Complete Address of Depositor's Principal Executive Offices)

                             Pauletta P. Cohn, Esq.
                    Associate General Counsel and Secretary
                        American General Life Companies
                               2727 Allen Parkway
                           Houston, Texas 77019-2191
                (Name and Complete Address of Agent for Service)


Securities Being Offered:  Flexible Premium Variable Life Insurance Policies.

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.

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

                           PLATINUM  INVESTOR /(SM)/

  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES (THE "POLICIES") ISSUED BY
    THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL")

<TABLE>
<CAPTION>
                                    ADMINISTRATIVE CENTER:       HOME OFFICE:                     PREMIUM PAYMENTS:
<S>                                 <C>                          <C>                              <C>
(Express Delivery)                  (U.S. Mail)                  125 Maiden Lane                  ________________
2727-A Allen Parkway                VUL Administration           New York, New York  10038-4992   ________________
Houston, Texas 77019-2191           P.O. Box 4880                1-212-709-6000                   ________________
1-800-251-3720; 1-713-3913          Houston, Texas 77210-4880
Fax:  1-713-620-3857
      (Except premium payments)
</TABLE>

This booklet is called the "prospectus."

Investment options.  The USL declared fixed interest account is the fixed
investment option for these Policies.  You can also use USL's Separate Account
USL VL-R ("Separate Account") to invest in the following variable investment
options. You may change your selections from time to time:

<TABLE>
<S>                                          <C>                             <C>                          <C>
- ------------------------------------------------------------------------------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC.          AMERICAN GENERAL SERIES          DREYFUS VARIABLE             MFS VARIABLE INSURANCE
 .AIM V.I. International                     PORTFOLIO COMPANY                INVESTMENT FUND              TRUST
 Equity Fund                                .International Equities          .Quality Bond Portfolio      .MFS Emerging Growth
 .AIM V.I. Value Fund                         Fund/1/                         .Small Cap Portfolio          Series
                                            .MidCap Index Fund/1,2/
                                            .Money Market Fund/1/
                                            .Stock Index Fund/1,2/

A I M Advisors, Inc./*/                     /1/ The Variable Annuity Life
                                                Insurance Company*           The Dreyfus Corporation/*/   Massachusetts Financial
                                            /2/ Bankers Trust Company (+)                                 Services Company/*/
- -----------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER UNIVERSAL        PUTNAM VARIABLE TRUST            SAFECO RESOURCE              VAN KAMPEN LIFE
FUNDS, INC.                                 .Putnam VT Diversified           SERIES TRUST                 INVESTMENT TRUST
 .Equity Growth Portfolio/1/                  Income Fund                    .Equity Portfolio             .Strategic Stock Portfolio

 .High Yield Portfolio/2/                    .Putnam VT Growth               .Growth Portfolio
                                             and Income Fund
                                            .Putnam VT International
                                             Growth and Income Fund
/1/Morgan Stanley Dean Witter Investment                                                                  Van Kampen Asset
   Management Inc.*                                                          SAFECO Asset                 Management Inc.*
/2/Miller Anderson & Sherrerd, LLP*         Putnam Investment                Management Company*
                                            Management, Inc.*
- -----------------------------------------------------------------------------------------------------------------------------------
 *  The Investment Adviser of the investment option
(+) The Investment Sub-Adviser of the investment option
</TABLE>
<PAGE>

     SEPARATE PROSPECTUSES CONTAIN MORE INFORMATION ABOUT THE MUTUAL FUNDS
("FUNDS" OR "MUTUAL FUNDS") IN WHICH WE INVEST THE AMOUNTS THAT YOU ALLOCATE TO
ANY OF THE ABOVE-LISTED INVESTMENT OPTIONS (OTHER THAN OUR DECLARED FIXED
INTEREST ACCOUNT OPTION).  THE FORMAL NAME OF EACH SUCH FUND IS SET FORTH IN THE
CHART THAT APPEARS ON PAGE 1.  YOUR INVESTMENT RESULTS IN ANY SUCH OPTION WILL
DEPEND ON THOSE OF THE RELATED FUND.  YOU SHOULD BE SURE YOU ALSO READ THE
PROSPECTUS OF THE MUTUAL FUND FOR ANY SUCH INVESTMENT OPTION YOU MAY BE
INTERESTED IN.  YOU CAN REQUEST FREE COPIES OF ANY OR ALL OF THE MUTUAL FUND
PROSPECTUSES FROM YOUR USL REPRESENTATIVE OR FROM US AT OUR ADMINISTRATIVE
CENTER LISTED ABOVE.

     Other choices you have.  During the insured person's lifetime, you can also
(1) request a change in the amount of insurance, (2) borrow or withdraw amounts
you have in our investment options, (3) choose, within limits, when and how much
you invest, and (4) choose whether the accumulation value will, upon the insured
person's death, be added to the insurance proceeds we otherwise will pay to the
beneficiary.

     Charges and expenses.  We deduct charges and expenses from the amounts you
invest. These are described beginning on page __.

     Right to return.  If for any reason you are not satisfied with your Policy,
you may return it to us and we will return you the greater of (i) all premiums
paid or (ii) accumulation value plus any taxes or charges that have been
deducted.  To exercise your right to return your Policy, you must mail it
directly to the Administrative Center address shown on the first page of this
prospectus or return it to the USL representative through whom you purchased the
Policy within 10 days after you receive it. Because you have this right, we will
invest your initial net premium payment in the money market investment option
from the date your investment performance begins until the first business day
that is at least 15 days later.  Then we will automatically allocate your
investment among the above-listed investment options as you have chosen.  Any
additional premium we receive during the 15-day period will also be invested in
the money market option and allocated to your chosen investment options at the
same time as your initial net premium.

     We have designed this prospectus to provide you with information that you
should have before investing in the Policies (Policy Form No. 97600N).   Please
read the prospectus carefully and keep it for future reference.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THE POLICIES ARE NOT AVAILABLE IN ALL STATES.

     THE POLICIES ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT
DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE
SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.

                     THIS PROSPECTUS IS DATED ____________.

                                       2
<PAGE>

                            GUIDE TO THIS PROSPECTUS

     This prospectus contains information that you should know before you
purchase a Platinum Investor/SM/ variable life policy ("Policy") or exercise any
of your rights or privileges under a Policy.

     Basic Information.  Here are the page numbers in this prospectus where you
may find answers to most of your questions:

<TABLE>
<CAPTION>
                                                                                      PAGES TO SEE
     BASIC QUESTIONS YOU MAY HAVE                                                   IN THIS PROSPECTUS
- --------------------------------------                                       --------------------------------------
<S>                                                                            <C>
 .  What are the Policies?................................................
 .  How can I invest money in a Policy?...................................
 .  How will the value of my  investment in a Policy change over time?....
 .  What is the basic amount of  insurance ("death benefit") that USL
   pays when the insured person dies?....................................
 .  What charges will USL deduct from  my investment in a Policy?.........
 .  What charges and expenses will the Mutual Funds deduct from
   amounts I invest through my Policy?...................................
 .  Must I invest any minimum amount in a Policy?.........................
 .  How can I change my Policy's investment options?......................
 .  How can I change my Policy's insurance coverage?......................
 .  What additional rider benefits might I select?........................
 .  How can I access my investment in  a Policy?..........................
 .  Can I choose the form in which USL pays out the proceeds from my
   Policy?...............................................................
 .  To what extent can USL vary the  terms and conditions of the Policies
   in particular cases?..................................................
 .  How will my Policy be treated for income tax purposes?................
 .  How do I communicate with USL?........................................
</TABLE>

                                       3
<PAGE>

     Illustrations of a hypothetical policy.  Starting on page __, we have
included some examples of  how the values of a sample Policy would change over
time, based on certain assumptions we have made.  Because your circumstances may
vary considerably from our assumptions, your USL representative will also
provide you with a similar sample illustration that is more tailored to your own
circumstances and wishes.

     Additional information.  You may find the answers to any other questions
you have under "Additional Information" beginning on page __, or in the forms of
our Policy and riders.  A table of contents for the "Additional Information"
portion of this prospectus also appears on page __.  You can obtain copies of
our Policy and rider forms from (and direct any other questions to) your USL
representative or our Administrative Center (shown on the first page of this
prospectus).

     USL's financial statements.  We have included certain financial statements
of USL.  These begin on page ______.

     Special words and phrases.  If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the end of this prospectus (page __, which
follows all of the financial pages).  That index will tell you on what page you
can read more about many of the words and phrases that we use.

                                       4
<PAGE>

BASIC QUESTIONS YOU MAY HAVE

HOW CAN I INVEST MONEY IN A POLICY?

  Premium payments.  We call the investments you make in a Policy  "premiums" or
"premium payments." The amount we require as your first premium varies depending
on the specifics of your Policy and the insured person.  (Policies issued with
automatic premium payment plans may have different minimums.)  Otherwise, with a
few exceptions mentioned below, you can make premium payments at any time and in
any amount.

  Limits on premium payments.  Federal tax law limits your ability to make
certain very large amounts of premium payments (relative to the amount of your
Policy's insurance coverage) and may impose penalties on amounts you take out of
your Policy if you do not observe certain additional requirements.  These tax
law requirements are summarized further under "Tax Effects" beginning on page
__.  We will monitor your premium payments, however, to be sure that you do not
exceed permitted amounts or inadvertently incur any tax penalties.  Also, in
certain limited circumstances (if your Policy is determined to be a "modified
endowment contract" or if additional premiums cause the death benefit to
increase more than the accumulation value), we may refuse to accept an
additional premium if the insured person does not provide us with adequate
evidence that he/she continues to meet our requirements for issuing insurance.

  Checks and money orders.  You must pay premiums by check or money order drawn
on a U.S. bank in U.S. dollars and made payable to "The United States Life
Insurance Company in the City of New York," or "USL."  Premiums after the first
premium should be sent directly to the appropriate address shown on your billing
statement.  If you do not receive a billing statement, send your premium
directly to the address for premium payments shown on the first page of this
prospectus.

  Other ways to pay premiums.  We also accept premium payments by bank draft,
wire, or by exchange from another insurance company.  You may obtain further
information about how to make premium payments by any of these methods from your
USL representative or from our Administrative Center shown on the front cover of
this prospectus.

  We have a premium financing program available for certain qualified
applicants.  If you intend to make an initial premium payment of at least
$50,000 and you have a net worth of at least $3,000,000,  you may qualify under
this program.  For more information, you may contact your registered
representative or our Administrative Center at 1-800-677-3311.

  Dollar cost averaging.  Dollar cost averaging is an investment strategy
designed to reduce the risks that result from market fluctuations.  The strategy
spreads the allocation of your accumulation value over a period of time.  This
allows you to reduce the risk of investing most of your funds at a time when
prices are high.  The success of this strategy depends on market trends and is
not guaranteed.

                                       5
<PAGE>

  Under dollar cost averaging, we automatically make transfers of your
accumulation value from the money market investment option to one or more of the
other investment options that you choose (but not to our declared fixed interest
account option).  You tell us whether you want these transfers to be made
monthly, quarterly, semi-annually or annually.  We make the transfers as of the
end of the valuation period on any day of the month except the 29th, 30th or
31st.  (The term "valuation period" is described on page __.)  You must have at
least $5,000 of accumulation value to start dollar cost averaging and each
transfer under the program must be at least $100.  You cannot participate in
dollar cost averaging while also using automatic rebalancing (discussed below).
Dollar cost averaging ceases upon your request, or if your accumulation value in
the money market option becomes exhausted.

  Automatic rebalancing.  This feature automatically rebalances the proportion
of your accumulation value in each investment option under your Policy (other
than our declared fixed interest account option) to correspond to your then
current premium allocation designation.  You tell us whether you want us to do
the rebalancing quarterly, semi-annually or annually.  The date automatic
rebalancing occurs will be based on the date of issue of your Policy.  For
example, if your Policy is dated January 17, and you have requested automatic
rebalancing on a quarterly basis, automatic rebalancing will start on April 17,
and will occur quarterly thereafter. Automatic rebalancing will occur as of the
end of the valuation period that contains the date of the month your Policy was
issued.  You must have a total accumulation value of at least $5,000 to begin
automatic rebalancing.  You cannot participate in this program while also
participating in dollar cost averaging (discussed above).  Rebalancing ends upon
your request.

HOW WILL THE VALUE OF MY INVESTMENT IN A POLICY CHANGE OVER TIME?

  Your accumulation value.  From each premium payment you make, we deduct the
charges that we describe beginning on page __, under "Deductions from each
premium payment."  We invest the rest in one or more of the investment options
you have selected from the list on the front cover of this prospectus.  We call
the amount that is at any time invested under your Policy your "accumulation
value."

  Your investment options.  We invest the accumulation value that you have
allocated to any investment option (except our declared fixed interest account
option) in shares of a Mutual Fund that follows investment practices, policies
and objectives that are appropriate to that option. Over time, your accumulation
value in any investment option will increase or decrease by the same amount as
if you had invested in the related Fund's shares directly (and reinvested all
dividends and distributions from the Fund in additional Fund shares); except
that your accumulation value will be reduced by certain charges that we deduct.
We describe these charges beginning on page  __, under "What charges will USL
deduct from my investment in a Policy?"

  You can review other important information about the Mutual Funds that you can
choose in the separate prospectuses for those Funds.  This includes information
about the investment performance that each Fund's investment manager has
achieved.  You can request additional free copies of these prospectuses from
your USL representative or from our Administrative Center.

                                       6
<PAGE>

  We invest any accumulation value you have allocated to our declared fixed
interest account option as part of our general assets.  We credit a fixed rate
of interest on that accumulation value, which we declare from time to time.  We
guarantee that this will be at an effective annual rate of at least 4%. Although
this interest increases the amount of any accumulation value that you have in
our declared fixed interest account option, such accumulation value will also be
reduced by any charges that are allocated to this option under the procedures
described under "Allocation of charges" on page __.  The "daily charge"
described on page __ and the charges and expenses of the Mutual Funds discussed
on pages __ below do not apply to our declared fixed interest account option.

  Policies are "non-participating." You will not be entitled to any dividends
from USL.

WHAT IS THE BASIC AMOUNT OF INSURANCE ("DEATH BENEFIT") THAT USL PAYS WHEN THE
INSURED PERSON DIES?

  Your specified amount of insurance.  In your application to buy a Platinum
Investor Policy, you will tell us how much life insurance coverage you want on
the life of the insured person.  We call this the "specified amount" of
insurance.

  Your death benefit.  The basic death benefit we will pay is reduced by any
outstanding loans. You also choose whether the basic death benefit we will pay
is

       .  Option 1 - The specified amount on the date of the insured person's
                     death, or

       .  Option 2 - The specified amount plus the Policy's accumulation value
                     on the date of death.

Under Option 2, your death benefit will tend to be higher than under Option 1.
However, the monthly insurance charge we deduct will also be higher to
compensate us for our additional risk. Because of this, your accumulation value
will tend to be higher under Option 1 than under Option 2.

  We will automatically pay an alternative basic death benefit if it is higher
than the basic Option 1 or Option 2 death benefit (whichever you have selected).
The alternative basic death benefit is computed by multiplying your Policy's
accumulation value on the insured person's date of death by the following
percentages:

                                       7
<PAGE>

  TABLE OF ALTERNATIVE BASIC DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY
                               ACCUMULATION VALUE
<TABLE>
<S>            <C>      <C>    <C>    <C>    <C>    <C>    <C>    <C>         <C>

 INSURED
 PERSON'S      40 or
  AGE*:        Under     45      50     55     60     65     70       75 to 90    95+

   %:           250%     215%   185%   150%   130%   120%   115%        105%     100%
</TABLE>
__________________________________
*  Nearest birthday at the beginning of the Policy year in which the insured
   person dies. The percentages are interpolated for ages that are not shown
   here.

WHAT CHARGES WILL USL DEDUCT FROM MY INVESTMENT IN A POLICY?

  Deductions from each premium payment.  We deduct from each premium a charge
for the tax that is then applicable to us in your state or other jurisdiction.
Taxes currently range from .75% to 3.5%.  You are not permitted to deduct the
amount of these taxes on your income tax return.  We also currently deduct an
additional 2.5% from each after-tax premium payment.  We have the right at any
time to increase this additional charge to not more than 5% on all future
premium payments.

  Daily charge.  We make a daily deduction at an annual effective rate of .75%
of your accumulation value that is then being invested in any of the investment
options (other than our declared fixed interest option).  After a Policy has
been in effect for 10 years, we will reduce the rate of the charge to a maximum
of .50%, and after 20 years, we will further reduce the charge to a maximum of
 .25%.  The daily deduction charges, including the current charge of .75%, are
the maximums we may charge; we may charge less, but we can never charge more.

  Flat monthly charge.  We will deduct $6 per month from your accumulation
value.  Also, we have the right to raise this charge at any time to not more
than $12 per month.

  Monthly insurance charge.  Every month we will deduct from your accumulation
value a charge based on the cost of insurance rates applicable to your Policy on
the date of the deduction and our "amount at risk" on that date.  Our amount at
risk is the difference between (a) the death benefit that would be payable if
the insured person died on that date and (b) the then total accumulation value
under the Policy.  For otherwise identical Policies, a greater amount at risk
results in a higher monthly insurance charge.

  For otherwise identical Policies, a higher cost of insurance rate also results
in a higher monthly insurance charge.  Our cost of insurance rates are
guaranteed not to exceed those that will be specified in your Policy.  Our
current rates are lower for insured persons in most age and risk classes,
although we have the right at any time to raise these rates to not more than the
guaranteed maximum.

                                       8
<PAGE>

  In general, our cost of insurance rates increase with the insured person's
age.  The longer you own your Policy, the higher the cost of insurance rate will
be.  Also our cost of insurance rates will generally be lower if the insured
person is a female than if a male.

  Similarly, our current cost of insurance rates are generally lower for non-
smokers than smokers, and lower for persons that have other highly favorable
health characteristics, as compared to those that do not.  On the other hand,
insured persons who present particular health, occupational or non-work related
risks may be charged higher cost of insurance rates and other additional charges
based on the specified amount of insurance coverage under their Policy.

  Finally, our current cost of insurance rates are lower for Policies having a
specified amount of at least $1,000,000 on the day the charge is deducted.  This
means that if your specified amount for any reason decreases from $1,000,000 or
more to less than $1,000,000, your subsequent cost of insurance rates will be
higher under your Policy than they otherwise would be.  The reverse is also
true.  Our cost of insurance rates also are generally higher under a Policy that
has been in force for some period of time than they would be under an otherwise
identical Policy purchased more recently on the same insured person.

  Under New York law, a portion of our cost of insurance rates is used to
recover acquisition costs associated with issuing your Policy.  Such charges are
higher in the early policy years.

  Under New York law, any changes in the cost of insurance rates, interest
rates, mortality and expense charges, percentage of premium charges or the
monthly administration fee will be based on our expectations as to investment
earnings, mortality, persistency and expenses (including, reinsurance costs and
applicable tax charges.)  Such changes in policy cost factors will be determined
in accordance with procedures and standards on file with the New York Insurance
Department and will be determined at least every five years.

  Monthly charges for additional benefit riders.  We will deduct charges monthly
from your accumulation value, if you select certain additional benefit riders.
These are described beginning on page __, under "What additional rider benefits
might I select?"

  Surrender charge.  The  Policies have a surrender charge that applies for the
first 10 Policy years (and the first 10 years after any requested increase in
the Policy's specified amount).  The amount of the surrender charge depends on
the age and other insurance characteristics of the insured person.  The maximum
amount of the surrender charge will be shown on pages __ of the Policy.  It may
initially be as high as $40 per $1,000 of specified amount or as low as $1.80
per $1,000 of specified amount (or any increase in the specified amount).  Any
amount of surrender charge decreases automatically by a constant amount each
year beginning in the fourth year of its 10 year period referred to above until,
in the eleventh year, it is zero.

  We will deduct the entire amount of any then applicable surrender charge from
the accumulation value at the time of a full surrender of a Policy.  Upon a
requested decrease in such a Policy's specified amount of coverage, we will
deduct any remaining amount of the surrender charge that was associated with the
specified amount that is canceled.  This includes any specified amount decrease
that, as described under "Partial surrender" beginning on page __,

                                       9
<PAGE>

results from any requested partial surrender. For this purpose, we deem the most
recent increases of specified amount to have been canceled first.

  Transaction Fee.  We will charge you the lesser of 5% of the surrender amount
or $25 fee for each partial surrender you make.

  Charge for taxes.  We can make a charge in the future for taxes we incur or
reserves we set aside for taxes in connection with the Policies.  This would
reduce the investment experience of your accumulation value.

  Transfer Charges. We also reserve the right to charge a fee of $25.00 for each
transfer in excess of 12 during a policy year.  Any such suspension or charge
will be administered in a nondiscriminatory manner.  The $25.00 charge will not
apply to transfers made under the Dollar Cost Averaging or Automatic Rebalancing
provisions.

  Allocation of charges.  You may choose the investment options from which we
deduct all monthly charges.  If you do not have enough accumulation value in the
investment options you select, we will deduct these charges in proportion to the
amount of accumulation value you then have in each investment option.  Any
surrender charge upon a decrease in specified amount that is requested under a
Platinum Investor Policy will be allocated in the same manner as if it were a
monthly deduction.

WHAT CHARGES AND EXPENSES WILL THE MUTUAL FUNDS DEDUCT FROM AMOUNTS I INVEST
THROUGH MY POLICY?

  Each Mutual Fund pays its investment management fees and other operating
expenses. Because they reduce the investment return of a Fund, these fees and
expenses also will reduce indirectly the return you will earn on any
accumulation value that you have invested in that Fund. These charges and
expenses  are as follows:

                                       10
<PAGE>

THE MUTUAL FUNDS' ANNUAL EXPENSES/1/  (as a percentage of average net assets)

<TABLE>
<CAPTION>
                                                                                                        TOTAL FUND
                                                         FUND              OTHER FUND OPERATING          OPERATING
                NAME OF FUND                       MANAGEMENT FEES       EXPENSES (AFTER EXPENSE      EXPENSES(AFTER
- ---------------------------------------------       (AFTER EXPENSE         REIMBURSEMENT)(1),(2)       EXPENSE REIM-
                                                REIMBURSEMENT)(1),(2)    -----------------------     BURSEMENT)(1),(2)
                                                ----------------------                               -----------------
<S>                                             <C>                      <C>                         <C>
The following funds of AIM VARIABLE
  INSURANCE FUNDS, INC.:
      AIM V.I. International Equity Fund                         0.75%                       0.16%             0.91%
      AIM V.I. Value Fund                                        0.61%                       0.05%             0.66%

   The following funds of AMERICAN GENERAL
   SERIES PORTFOLIO COMPANY:
     International Equities Fund                                 0.35%                       0.05%             0.40%
     MidCap Index Fund                                           0.32%                       0.04%             0.36%
     Money Market Fund                                           0.50%                       0.04%             0.54%
     Stock Index Fund                                            0.27%                       0.04%             0.31%

   The following funds of DREYFUS VARIABLE
   INVESTMENT FUND:
     Quality Bond Portfolio                                      0.65%                       0.08%             0.73%
     Small Cap Portfolio                                         0.75%                       0.02%             0.77%

The following series of MFS VARIABLE
INSURANCE TRUST:
     MFS Emerging Growth Series                                  0.75%                       0.10%             0.85%

The following portfolios of MORGAN
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
    Equity Growth Portfolio                                      0.09%                       0.76%             0.85%
    High Yield Portfolio                                         0.15%                       0.65%             0.80%

The following portfolios of PUTNAM
VARIABLE TRUST: Class "IB" Funds
    Putnam VT Diversified Income Fund                            0.50%                       0.19%/(3)/        0.69%

    Putnam VT Growth and Income Fund                             0.35%                       0.14%/(3)/        0.49%

    .   Putnam VT International Growth                           0.59%                       0.25%/(3)/        0.84%
        and Income Fund
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>

<S>                                                             <C>                         <C>                <C>
The following portfolios of SAFECO
     RESOURCES SERIES TRUST:
     Equity Portfolio                                             0.74%                      0.04%             0.78%
     Growth Portfolio                                             0.74%                      0.06%             0.80%

The following portfolio of  VAN KAMPEN
     LIFE INVESTMENT TRUST:
     Strategic Stock Portfolio                                   0.00%                       0.65%             0.65%
</TABLE>
- ---------------------------------
/1/ The Mutual Funds' advisers or administrators have entered into service
agreements with USL. Under these arrangements, the advisers or administrators
pay fees to USL for certain administrative services.  The fees do not have a
direct relationship to the Mutual Funds' Annual Expenses.  (See "Service
Agreements.")

/2/ Management fees and other expenses as shown for fiscal year 1998 would have
been the percentages shown below  without certain voluntary expense
reimbursements from the investment adviser.  Current and future fees and
expenses may vary from the fiscal year 1998 fees and expenses.

<TABLE>
<CAPTION>
                                  Management      Other          Total
                                     Fees       Expenses    Annual Expenses
                                  -----------   ---------   ----------------
<S>                               <C>           <C>         <C>

Equity Growth Portfolio              0.55%       0.76%           1.31%
High Yield Portfolio                 0.50%       0.65%           1.15%
Strategic Stock Portfolio            0.50%       0.75%           1.25%
</TABLE>

/3/ Including 12b-1 fees of .11%

MUST I INVEST ANY MINIMUM AMOUNT IN A POLICY?

     Planned periodic premiums.  Page 3 of your Policy will specify a "Planned
Periodic Premium."  This is the amount that you (within limits) choose to have
us bill you.  Our current practice is to bill quarterly, semi-annually or
annually.  However, payment of these or any other specific amounts of premiums
is not mandatory.  You need to invest enough to ensure that your Policy's
accumulation value, less any indebtedness and after your monthly deductions,
stays above zero.  The less you invest, the more likely it is that your Policy's
accumulation value, less any indebtedness and after your monthly deductions,
could fall to zero, as a result of the deductions we periodically make from your
accumulation value.

     Policy lapse and reinstatement.  If your Policy's accumulation value does
fall to zero, we will notify you and give you a grace period to pay at least the
amount we estimate is necessary to keep your Policy in force for a reasonable
time.  If we do not receive your payment by the end of the grace period, your
Policy and all riders will end without value and all coverage under your Policy
will cease.   Although you can apply to have your Policy "reinstated," you must
do this within 5 years (or, if earlier, before the Policy's maturity date), and
you must present evidence that the insured person still meets our requirements
for issuing coverage.  Also, you would have to pay enough premium to keep your
Policy in force for two months and payment or reinstatement of any

                                       12
<PAGE>

indebtedness. In the Policy form itself, you will find additional information
about the values and terms of a Policy after it is reinstated.

HOW CAN I CHANGE MY POLICY'S INVESTMENT OPTIONS?

     Future premium payments.  You may at any time change the investment options
in which future premiums you pay will be invested.  Your allocation must,
however, be in whole percentages that total 100%.

     Transfers of existing accumulation value.  You may also transfer your
existing accumulation value from one investment option under the Policy to
another.  Unless you are transferring the entire amount you have in an
investment option, each transfer must be at least $500.  See "Additional Rights
That We Have," beginning on page __.  Also, you may not in any one Policy year
make transfers out of our declared fixed interest account option that aggregate
more than 25% of the accumulation value you had invested in that option at the
beginning of that Policy year.

     You may make transfers at any time, except that transfers out of our
declared fixed interest account option must be made within 60 days after a
Policy anniversary. We will not honor any request received outside that period.

     Market timing.  The Policies are not designed for professional market
timing organizations or other entities using programmed and frequent transfers.
We may not unilaterally terminate or discontinue transfer privileges.  However,
we reserve the right to suspend such privileges for a reasonable period.

     Maximum number of investment options.  We can at any time limit the number
of investment options you may use.  Our current rule is that you cannot use more
than 18 different options over the life of your Policy.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

     Increase in coverage.  You may at any time request an increase in the
specified amount of coverage under your Policy.  You must, however, provide us
with satisfactory evidence that the insured person continues to meet our
requirements for issuing insurance coverage.

     We treat an increase in specified amount in many respects as if it were the
issuance of a new Policy.  For example, the monthly insurance charge for the
increase will be based on the age and risk class of the insured person at the
time of the increase.  Also,  a new amount of surrender charge applies to the
specified amount increase.  These amounts are the same as they would be if we
were instead issuing the same amount of additional coverage as a new Policy.

     Decrease in coverage.  After the first Policy year, you may request a
reduction in the specified amount of coverage, but not below certain minimums.
The minimum is $100,000  (or, if greater, the minimum amount that the tax law
requires relative to the amount of premium payments you have made).  At the time
of a decrease under such a Policy, we will deduct from the Policy's accumulation
value an amount of any remaining surrender charge.  If there is not sufficient

                                       13
<PAGE>

accumulation value to pay the surrender charge at the time you request a
reduction, the decrease will not be allowed.  We compute the amount we deduct in
the manner described on page __, under "Decreases in the specified amount."

     Change of death benefit option.  You may at any time request us to change
your coverage from death benefit Option 1 to 2 or vice-versa.

     .    If you change from Option 1 to 2, we automatically reduce your
          Policy's specified amount of insurance by the amount of your Policy's
          accumulation value (but not below zero) at the time of the change.

     .    If you change from Option 2 to 1, we automatically increase your
          Policy's specified amount by the amount of your Policy's accumulation
          value.

     Tax consequences of changes in insurance coverage.  Please read "Tax
Effects" starting on page __ of this prospectus to learn about possible tax
consequences of changing your insurance coverage under your Policy.

WHAT ADDITIONAL RIDER BENEFITS MIGHT I SELECT?

     You can request that your Policy include the additional rider benefits
described below.  For most of the riders that you choose, a charge, which will
be shown on page __ of your Policy, will be deducted from your accumulation
value on each monthly deduction date.  Eligibility for and changes in these
benefits are subject to our rules and procedures as in effect from time to time.
More details are included in the form of each rider, which we suggest that you
review if you choose any of these benefits.

     .    Accidental Death Benefit Rider, which pays an additional death benefit
          if the insured person dies from certain accidental causes.

     .    Automatic Increase Rider, which provides for automatic increases in
          your Policy's specified amount of insurance at certain specified dates
          and based on a specified index. After you have met our eligibility
          requirements for this rider, these increases will not require that
          evidence be provided to us about whether the insured person continues
          to meet our requirements for insurance coverage. These automatic
          increases are on the same terms (including additional charges) as any
          other specified amount increase you request (as described under
          "Increase in coverage" on page __). There is no additional charge for
          the rider itself, although the automatic increases in the specified
          amount will increase the monthly insurance charge deducted from your
          accumulation value, to compensate us for the additional coverage.

     .    Children's Insurance Benefit Rider, which provides term life insurance
          coverage on the eligible children of the person insured under the
          Policy. This rider is convertible into any other insurance (except for
          term coverage) available for conversions, under our published rules at
          the time of conversion.

                                       14
<PAGE>

     .    Return of Premium Death Benefit Rider, which provides additional term
          life insurance coverage on the person insured under the Policy. The
          amount of additional insurance varies so that it always equals the
          cumulative amount of premiums paid under the Policy (subject to
          certain adjustments).

     .    Spouse Term Rider, which provides term life insurance on the life of
          the spouse of the Policy's insured person. This rider is convertible
          into any other insurance (except for term coverage) available for
          conversions, under our published rules at the time of conversion.

     .    Terminal Illness Rider, which provides for a benefit to be requested
          if the Policy's insured person is diagnosed as having a terminal
          illness (as defined in the rider) and less than 12 months to live.
          This rider is not available in all states. The maximum amount you may
          receive under this rider before the insured person's death is 50% of
          the death benefit payable under the Policy (excluding any rider
          benefits) or, if less, $250,000. The amount of benefits paid under the
          rider, plus an administrative fee (not to exceed $250), plus interest
          on these amounts to the next Policy anniversary becomes a "lien"
          against all future Policy benefits. We will continue to charge
          interest in advance on the total amount of the lien and will add any
          unpaid interest to the total amount of the lien each year. Any time
          the total lien, plus any other Policy loans, exceeds the Policy's then
          current death benefit, the Policy will terminate without further
          value. The cash surrender value of the Policy also will be reduced by
          the amount of the lien.

     .    Waiver of Monthly Deduction Rider, under which we will waive all
          monthly charges under your Policy and riders that we otherwise would
          deduct from your accumulation value, so long as the insured person is
          totally disabled (as defined in the rider). While we are paying
          benefits under this rider we will not permit you to request any
          increase in the specified amount of your Policy's coverage. However,
          loan interest will not be paid for you under this rider, and the
          Policy could, under certain circumstances, lapse for nonpayment of
          loan interest.

     Tax consequences of additional rider benefits.  Adding or deleting riders,
or increasing or decreasing coverage under existing riders can have tax
consequences.  See "Tax Effects" starting on page __.  You should consult a
qualified tax adviser.

HOW CAN I ACCESS MY INVESTMENT IN A POLICY?

     Full surrender.  You may at any time surrender your Policy in full.  If you
do, we will pay you the accumulation value, less any Policy loans, less any
surrender charge that then applies.  We call this your "cash surrender value."
Because of the surrender charge, it is unlikely that your Policy will have any
cash surrender value during at least the first year.

     Partial surrender.  You may, at any time after the first Policy year, make
a partial surrender of your Policy's cash surrender value.  A partial surrender
must be at least $500.

                                       15
<PAGE>

     .    If the Option 1 death benefit is then in effect, we will also
          automatically reduce your Policy's specified amount of insurance by
          the amount of your withdrawal and any related charges.

     .    If we reduce your Policy's specified amount because you have requested
          a partial surrender while the Option 1 death benefit is in effect, we
          will deduct the same amount of surrender charge, if any, that would
          have applied if you had requested such specified amount decrease
          directly. See "Decreases in the specified amount," on page __.

     .    We will not permit a partial surrender if it would cause your Policy
          to fail to qualify as life insurance under the tax laws or if it would
          cause your specified amount to fall below the minimum allowed.

     .    You may choose the investment option or options from which money that
          you withdraw will be taken.  Otherwise, we will allocate the
          withdrawal in the same proportions as then apply for deducting monthly
          charges under your Policy or, if that is not possible, in proportion
          to the amount of accumulation value you then have in each investment
          option.

     Option to Exchange Policy During First 18 Months.  Under New York law, at
any time during the first 18 months from the Date of Issue of your Policy, and
while the Policy is in force on a premium paying basis, it may be exchanged for
any general account fixed benefit plan of life insurance offered by us, subject
to the following conditions:

     .    the new policy will be issued with the same Date of Issue, insurance
          age, and risk classification as your Policy;

     .    the amount of insurance will be the same as the initial amount of
          insurance under your Policy;

     .    the new policy may include any additional benefit provided by  rider
          included in this policy if available for issue with the new policy;

     .    the exchange will be subject to an equitable premium or cash value
          adjustment that takes appropriate account of the premiums and cash
          values under the original and new policies; and

     .    evidence of insurability will not be required for the exchange.

     Right to Convert in the Event of a Material Change in Investment Policy.
Under New York law, if there is a material change in the investment policy of
the Separate Account USL VL-R which has been approved by the Superintendent of
the New York Department of Insurance, and you object to such change, you shall
have the option to convert, without evidence of insurability, to a general
account fixed benefit life insurance policy within 60 days after the later of:
(1) the effective date of such change in investment policy; or (2) the receipt
of the notice of the options available.

                                       16
<PAGE>

     Policy loans.  You may at any time borrow from us an amount equal to your
Policy's cash surrender value (less our estimate of three months' charges and
less the interest that will be payable on your loan through your next Policy
anniversary.)

     We remove from your investment options an amount equal to your loan and
hold that amount as additional collateral for the loan.  We will credit your
Policy with interest on this collateral amount at an effective annual rate of 4%
(rather than any amount you could otherwise earn in one of our investment
options), and we will charge you interest on your loan at an effective annual
rate of 4.75%, payable in arrears.  Loan interest is payable annually, on the
Policy anniversary, in advance, at a rate of 4.54%.  Any amount not paid by its
due date will automatically be added to the loan balance as an additional loan.
Interest you pay on Policy loans will not in most cases be deductible on your
tax returns.

     You may choose which of your investment options the loan will be taken
from.  If you do not so specify, we will allocate the loan in the same way that
charges under your Policy are being allocated.  If this is not possible, we will
make the loan pro-rata from each investment option that you then are using.

     You may repay all or part (but not less than $100) of your loan at any time
before the death of the Insured while the Policy is in force.  You must
designate any loan repayment as such. Otherwise, we will treat it as a premium
payment instead. Any loan repayments go first to repay all loans that were taken
from our declared fixed interest account option.  We will invest any additional
loan repayments you make in the investment options you request.  In the absence
of such a request we will invest the repayment in the same proportion as you
then have selected for premium payments that we receive from you.  Any unpaid
loan will be deducted from the proceeds we pay following the insured person's
death.

     Preferred loan interest rate.  We will credit a higher interest rate on an
amount of the collateral securing Policy loans taken out after the first 10
Policy years.  The maximum amount of new loans that will receive this preferred
loan interest rate for any year is:

     .    10% of your Policy's accumulation value (including any loan collateral
          we are holding for your Policy loans) at the beginning of the Policy
          year; or

     .    if less, your Policy's maximum remaining loan value at that
          anniversary.

We intend to set the rate of interest we credit to your preferred collateral
amount equal to the loan interest rate you are paying, resulting in a zero net
cost of borrowing for that amount.  We have full discretion to vary the
preferred rate, provided that it will always be greater than the rate we are
then crediting in connection with regular Policy loans, and will never be less
than an effective annual rate of 4.5%.

     Maturity of your Policy.  If the insured person is still living on the
"Maturity Date" shown on page __ of your Policy, we will automatically pay you
the cash surrender value of the Policy, and

                                       17
<PAGE>

the Policy will end. The maturity date is the Policy anniversary nearest the
insured person's 100th birthday.

CAN I CHOOSE THE FORM IN WHICH USL PAYS OUT THE PROCEEDS FROM MY POLICY?

     Choosing a payment option.  You may choose to receive the full proceeds
from the Policy (and any riders) as a single sum.  This includes proceeds that
become payable upon the death of the insured person, full surrender or the
maturity date.  Alternatively, you may elect that all or part of such proceeds
be applied to one or more of the following payment options:

     .    Option 1 - Equal monthly payments for a specified period of time.

     .    Option 2 - Equal monthly payments of a specified amount until all
          amounts are paid out.

     .    Option 3 - Equal monthly payments for the payee's life, but with
          payments guaranteed for a specified number of years. These payments
          are based on annuity rates that are set forth in the Policy or, at the
          payee's request, the annuity rates that we then are using.

     .    Option 4 - Proceeds left to accumulate with interest.

Additional payment options may also be available with our consent.  We have the
right to veto any payment option, if the payee is a corporation or other entity.
You can read more about each of these options in our Policy form and in the
separate form of payment contract that we issue when any such option takes
effect.

     Within 60 days after the insured person's death, any payee entitled to
receive proceeds as a single sum may elect one or more payment options.

     Interest rates that we credit under each option will be at least 3%.

     Change of payment option.  You may change any payment option you have
elected at any time while the Policy is in force and before the start date of
the payment option.

     Tax impact.  If a payment option is chosen, you or your beneficiary may
have tax consequences.  You should consult with a qualified tax adviser before
deciding whether to elect one or more payment options.

TO WHAT EXTENT CAN USL VARY THE TERMS AND CONDITIONS OF THE POLICIES IN
PARTICULAR CASES?

     Listed below are some variations we may make in the terms of a Policy.  Any
variations will be made only in accordance with uniform rules that we establish.

     Policies purchased through "internal rollovers."  We maintain published
rules that describe the procedures necessary to replace the other life insurance
we issue with one of the Policies.  Not all types of other insurance we issue
are eligible to be replaced with one of the Policies.  Our published rules may
be changed from time to time, but are evenly applied to all our customers.

                                       18
<PAGE>

     Policies purchased through term life conversions.  We maintain rules about
how to convert term insurance to a Platinum Investor Policy.  This is referred
to as a term conversion.  Term conversions are available to owners of term life
insurance we have issued.  Any right to a term conversion is stated in the term
life insurance policy.  Again, our published rules about term conversions may be
changed from time to time, but are evenly applied to all our customers.

     Variations in expenses or risks.  USL may vary the charges and other terms
of the Policies where special circumstances result in sales or administrative
expenses, mortality risks, or other risks that are different from those normally
associated with the Policies.  The New York Insurance Department may have to
give its prior approval to some of these changes.

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

     Generally, death benefits paid under a Policy are not subject to income
tax, and earnings on your accumulation value are not subject to income tax as
long as we do not pay them out to you. If we do pay any amount of your Policy's
accumulation value upon surrender, partial surrender, or maturity of your
Policy, all or part of that distribution may be treated as a return of the
premiums you paid, which is not subject to income tax.

     Amounts you receive as Policy loans are not taxable to you, unless you have
paid such a large amount of premiums that your Policy becomes what the tax law
calls a "modified endowment contract."  In that case, the loan will be taxed as
if it were a partial surrender. Furthermore, loans, partial surrenders and other
distributions from a modified endowment contract may require you to pay
additional taxes and penalties that otherwise would not apply.

     For further information about the tax consequences of owning a Policy,
please read "Tax Effects" starting on page __.

HOW DO I COMMUNICATE WITH USL?

     When we refer to "you," we mean the person who is authorized to take any
action with respect to a Policy.  Generally, this is the owner named in the
Policy. Where a Policy has more than one owner, each owner generally must join
in any requested action.

     General.  You should mail or express checks and money orders for premium
payments and loan repayments directly to the appropriate address shown on your
billing statement.  If you do not receive a billing statement, send your premium
directly to the address for premium payments shown on the first page of this
prospectus.

     The following requests must be made in writing and signed by you:

     .    transfer of accumulation value;

     .    loan;

     .    full surrender;

                                       19
<PAGE>

     .    partial surrender;

     .    change of beneficiary or contingent beneficiary;

     .    change of allocation percentages for premium payments;

     .    change of allocation percentages for policy deductions;

     .    loan repayments or charges;

     .    change of death benefit option or manner of death benefit payment;

     .    increase or decrease in specified amount;

     .    addition or cancellation of, or other action with respect to, any
          rider benefits;

     .    election of a payment option for Policy proceeds; and

     .    tax withholding elections.

You should mail or express these requests to our Administrative Center at the
appropriate address shown on the first page of this prospectus.  You should also
communicate notice of the insured person's death, and related documentation, to
our Administrative Center.

     We have special forms which should be used for loans, assignments, partial
and full surrenders, changes of owner or beneficiary, and all other contractual
changes. You will be asked to return your Policy when you request a full
surrender.  You may also obtain these forms from our Administrative Center or
from your USL representative.  Each communication must include your name, Policy
number and, if you are not the insured person, that person's name.  We cannot
process any requested action that does not include all required information.

                 ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS

     To help explain how our Policies work, we have prepared the following
tables:

                                                  PAGE TO SEE IN THIS
                TABLE                                  PROSPECTUS
                -----                             -------------------
Death Benefit Option 1 - Current Charges
      Guaranteed Maximum Charges

     The tables show how death benefits, accumulation values, and cash surrender
values ("Policy benefits") under sample Platinum Investor Policies would change
over time if the investment options had constant hypothetical gross annual
investment returns of 0%, 6% or 12% over the years covered by each table.  The
tables are for a 45 year-old male non-tobacco user and who is a better-than-
average mortality risk in other respects as well.  Planned premium payments of
$1,368 for an initial $100,000 of specified amount of coverage are assumed to be
paid at the

                                       20
<PAGE>

beginning of each Policy year for the Platinum Investor Policy.  The
samples assume no Policy loan has been taken.  The differences between the
accumulation values and the cash surrender values for the first 10 years in the
tables for the Platinum Investor version are that version's surrender charges.

     Although the tables below do not include examples of a Policy with an
Option 2 death benefit, such a Policy would have higher death benefits, lower
cash surrender values, and a greater risk of lapse.

     Separate tables are included to show both current and guaranteed maximum
charges for the Platinum Investor Policy.  The charges assumed in the following
tables include:

     .    a daily charge at an annual effective rate of .75% for the first 10
          Policy years (for both current and guaranteed maximum charges);

     .    a daily charge at an annual effective rate of .50% after 10 Policy
          years (for both current and guaranteed maximum charges);

     .    a daily charge at an annual effective rate of .25% after 20 Policy
          years (for both current and guaranteed maximum charges);

     .    a charge for state premium tax ranging from .75% to 3.5% of each
          premium payment, depending on the state, assumed to be 2.5% (for both
          current and guaranteed maximum charges);

     .    a charge of 2.5% and 5.0% from each after-tax premium payment for
          current charges and guaranteed maximum charges, respectively;

     .    the current monthly insurance charges  and guaranteed maximum monthly
          insurance charges for current charges and guaranteed maximum charges,
          respectively; and

     .    a flat monthly charge of $6 and $12 for current charges and
          guaranteed maximum charges, respectively.

     The charges assumed by both the current and guaranteed maximum charge
tables also include 0.67% for expenses of the Mutual Funds, which is the
arithmetic average of the advisory fees payable with respect to each Mutual
Fund, after all reimbursements, plus the arithmetic average of all other
operating expenses of each such Fund after all reimbursements, as reflected on
pages __.  The total assumed tax charges for all of the tables are 2.5% of
premiums.

     Preliminary Information Statement and Policy Summary.  We will provide you
with a Buyer's Guide and a preliminary information statement describing some of
the values and benefits of your Policy at the time of policy application.  We
will also provide you with a policy summary at the time that your Policy is
delivered demonstrating the values and benefits contained in your Policy as
issued.

                                       21
<PAGE>

                               Platinum Investor

Planned Premium $1,368.00                      Initial Specified Amount $100,000
                                               Death Benefit Option 1
Male Age 45
Preferred risk Non-Tobacco User
Assuming Current Charges

<TABLE>
<CAPTION>
                          Death Benefit                    Accumulation Value              Cash Surrender Value
End of              Assuming Hypothetical Gross       Assuming Hypothetical Gross       Assuming Hypothetical Gross
Policy              Annual Investment Return of       Annual Investment Return of       Annual Investment Return of
 Year              0.0%          6.0%      12.0%      0.0%      6.0%        12.0%        0.0%        6.0%     12.0%
<S>              <C>           <C>        <C>        <C>       <C>          <C>         <C>         <C>       <C>
 1               100,000       100,000    100,000       893       958        1,023           0           0         0
 2               100,000       100,000    100,000     1,752     1,938        2,132         384         570       764
 3               100,000       100,000    100,000     2,591     2,954        3,349       1,223       1,586     1,981
 4               100,000       100,000    100,000     3,386     3,985        4,663       2,189       2,788     3,466
 5               100,000       100,000    100,000     4,162     5,056        6,109       3,136       4,030     5,083
 6               100,000       100,000    100,000     4,919     6,168        7,701       4,064       5,313     6,846
 7               100,000       100,000    100,000     5,668     7,336        9,467       4,984       6,652     8,783
 8               100,000       100,000    100,000     6,388     8,539       11,405       5,875       8,026    10,892
 9               100,000       100,000    100,000     7,089     9,791       13,545       6,747       9,449    13,203
10               100,000       100,000    100,000     7,773    11,095       15,909       7,602      10,924    15,738

15               100,000       100,000    100,000    11,092    18,760       32,629      11,092      18,760    32,629

20               100,000       100,000    100,000    13,666    28,059       60,426      13,666      28,059    60,426

</TABLE>
                               Platinum Investor

Planned Premium $1,368.00                      Initial Specified Amount $100,000
                                               Death Benefit Option 1
Male Age 45
Preferred risk Non-Tobacco User
Assuming Guaranteed Charges

<TABLE>
<CAPTION>
                            Death Benefit                  Accumulation Value              Cash Surrender Value
End of              Assuming Hypothetical Gross       Assuming Hypothetical Gross       Assuming Hypothetical Gross
Policy              Annual Investment Return of       Annual Investment Return of       Annual Investment Return of
 Year              0.0%          6.0%       12.0%      0.0%      6.0%        12.0%        0.0%        6.0%     12.0%
<S>              <C>           <C>        <C>         <C>       <C>         <C>          <C>         <C>      <C>
1                100,000       100,000    100,000       658       715          772           0           0         0
2                100,000       100,000    100,000     1,275     1,429        1,591           0          61       223
3                100,000       100,000    100,000     1,851     2,143        2,463         483         775     1,095
4                100,000       100,000    100,000     2,375     2,846        3,383       1,178       1,649     2,186
5                100,000       100,000    100,000     2,849     3,538        4,357       1,823       2,512     3,331
6                100,000       100,000    100,000     3,273     4,219        5,392       2,418       3,364     4,537
7                100,000       100,000    100,000     3,637     4,877        6,484       2,953       4,193     5,800
8                100,000       100,000    100,000     3,929     5,500        7,629       3,416       4,987     7,116
9                100,000       100,000    100,000     4,152     6,087        8,834       3,810       5,745     8,492
10               100,000       100,000    100,000     4,293     6,626       10,098       4,122       6,455     9,927

15               100,000       100,000    100,000     3,612     8,383       17,616       3,612       8,383    17,616

20                     0       100,000    100,000         0     7,069       27,397           0       7,069    27,397
</TABLE>

THE VALUES IN BOTH TABLES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS
OR FREQUENCIES.

THE  INVESTMENT RESULTS ARE EXAMPLES ONLY AND ARE NOT A REPRESENTATION OF PAST
OR FUTURE INVESTMENT RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN IN BOTH TABLES.

                                       22
<PAGE>

                             ADDITIONAL INFORMATION

     A general overview of the Policies appears at pages 1 through __.   The
additional information that follows gives more details, but generally does not
repeat what is set forth above.

                                                                PAGE TO
                                                              SEE IN THIS
CONTENTS OF ADDITIONAL INFORMATION                             PROSPECTUS
- ----------------------------------                             ----------
USL..........................................................
Separate Account USL VL-R....................................
Tax Effects..................................................
Voting Privileges............................................
Your Beneficiary.............................................
Assigning Your Policy........................................
More About Policy Charges....................................
Effective Date of Policy and Related Transactions............
More About Our Declared Fixed Interest Account Option........
Distribution of the Policies.................................
Payment of Policy Proceeds...................................
Adjustments to Death Benefit.................................
Additional Rights That We Have...............................
Performance Information......................................
Our Reports to Policy Owners.................................
USL's Management.............................................
Principal Underwriter's Management...........................
Legal Matters................................................
Independent Auditors.........................................
Actuarial Expert.............................................
Service Agreements...........................................
Certain Potential Conflicts..................................
Year 2000 Considerations.....................................

  Special words and phrases.  If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the end of this prospectus (page __, which
follows all of the financial pages).  That index will tell you on what page you
can read more about many of the words and phrases that we use.

USL

  USL is a stock life insurance company, which was organized under the laws of
the State of New York on February 25, 1850.  USL is an indirect, wholly-owned
subsidiary of American General Corporation, a diversified financial services
holding company engaged primarily in the insurance business.  The commitments
under the Policies are USL's, and American General Corporation has no legal
obligation to back those commitments.

                                       23
<PAGE>

  USL is a member of the Insurance Marketplace Standards Association ("IMSA").
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products.  USL's membership in IMSA applies only to USL and not its
products.

SEPARATE ACCOUNT USL VL-R

  We hold the Mutual Fund shares in which any of your accumulation value is
invested in our Separate Account USL VL-R.  Separate Account USL VL-R is a
"separate account," as defined by the SEC and is registered as a unit investment
trust with the SEC under the Investment Company Act of 1940, as amended.  We
created the separate account on August 8, 1997 under New York law.

  The assets in the separate account are our property.  The assets in the
separate account would be available only to satisfy the claims of owners of the
Policies, to the extent they have allocated their accumulation value to the
separate account.  Our other creditors could reach only those separate account
assets (if any) that are in excess of the amount of our reserves and liabilities
under the Policies with respect to the separate account.

  USL also issues variable annuities through its Separate Account USL VA-R,
which is also a registered investment company.

TAX EFFECTS

  This discussion is based on current federal income tax law and
interpretations.  It assumes that the Policy owner is a natural person who is a
U.S. citizen and resident.  The tax effects on corporate taxpayers, non-U.S.
residents or non-U.S. citizens, may be different.  This discussion is general in
nature, and should not be considered tax advice, for which you should consult a
qualified tax adviser.

  General.  A Platinum Investor Policy will be treated as "life insurance" for
federal income tax purposes (a) if it meets the definition of life insurance
under Section 7702 of the Internal Revenue Code of 1986, as amended ("the Code")
and (b) for as long as the investments made by the underlying Mutual Funds
satisfy certain investment diversification requirements under Section 817(h) of
the Code.  We believe that the Policies will meet these requirements and that:

     .    the death benefit received by the beneficiary under your Policy will
          not be subject to federal income tax; and

     .    increases in your Policy's accumulation value as a result of interest
          or investment experience will not be subject to federal income tax
          unless and until there is a distribution from your Policy, such as a
          surrender or a partial surrender.

The federal income tax consequences of a distribution from your Policy can be
affected by whether your Policy is determined to be a "modified endowment
contract" as defined under Section 7702A of the Code (which is discussed below).
In all cases, however, the character of all income that is described below as
taxable to the payee will be ordinary income (as opposed to capital gain).

                                       24
<PAGE>

     Testing for modified endowment contract status.  Your Policy will be a
"modified endowment contract" if, at any time during the first seven Policy
years, you have paid a cumulative amount of premiums that exceeds the premiums
that would have been paid by that time under a similar fixed-benefit insurance
policy that was designed (based on certain assumptions mandated under the Code)
to provide for paid-up future benefits after the payment of seven level annual
premiums.  This is called the "seven-pay" test.

     Whenever there is a "material change" under a Policy, the Policy will
generally be (a) treated as a new contract for purposes of determining whether
the Policy is a modified endowment contract and (b) subjected to a new seven-pay
period and a new seven-pay limit.  The new seven-pay limit would be determined
taking into account, under a prescribed formula, the accumulation value of the
Policy at the time of such change.  A materially changed Policy would be
considered a modified endowment if it failed to satisfy the new seven-pay limit.
A material change for these purposes could occur as a result of a change in
death benefit option or the selection of additional rider benefits.  A material
change will occur as a result of an increase in your Policy's specified amount
of coverage, and certain other changes.

     If your Policy's benefits are reduced during the first seven Policy years
(or within seven years after a material change), the calculated seven-pay
premium limit will be redetermined based on the reduced level of benefits and
applied retroactively for purposes of the seven-pay test.  (Such a reduction in
benefits could include, for example, a decrease in specified amount you request
or, in some cases, a partial surrender or termination of additional benefits
under a rider.)  If the premiums previously paid are greater than the
recalculated seven-payment premium level limit, the Policy will become a
modified endowment contract.  A life insurance policy that is received in
exchange for a modified endowment contract will also be considered a modified
endowment contract.

     Other effects of Policy changes.  Changes made to your Policy (for example,
a decrease in benefits or a lapse or reinstatement of your Policy) may also have
other effects on your Policy.  Such effects may include impacting the maximum
amount of premiums that can be paid under your Policy, as well as the maximum
amount of accumulation value that may be maintained under your Policy.

     Taxation of pre-death distributions if your Policy is not a modified
endowment contract. As long as your Policy remains in force during the insured
person's lifetime, as a non-modified endowment contract, a Policy loan will be
treated as indebtedness, and no part of the loan proceeds will be subject to
current federal income tax.  Interest on the loan generally will not be tax
deductible.

     After the first 15 Policy years, the proceeds from a partial surrender will
not be subject to federal income tax except to the extent such proceeds exceed
your tax "basis" in your Policy. (Your tax basis generally will equal the
premiums you have paid, less the amount of any previous distributions from your
Policy that were not taxable.)  During the first 15 Policy years, the proceeds
from a partial surrender could be subject to federal income tax, under a complex
formula, to the extent that your accumulation value exceeds your tax basis in
your Policy.

                                       25
<PAGE>

     On the maturity date or upon full surrender, any excess in the amount of
proceeds we pay (including amounts we use to discharge any Policy loan) over
your tax basis in the Policy, will be subject to federal income tax.  In
addition, if a Policy ends after a grace period while there is a policy loan,
the cancellation of such loan and accrued loan interest will be treated as a
distribution and could be subject to tax under the above rules.  Finally, if you
make an assignment of rights or benefits under your Policy you may be deemed to
have received a distribution from your Policy, all or part of which may be
taxable.

     Taxation of pre-death distributions if your Policy is a modified endowment
contract.  If your Policy is a modified endowment contract, any distribution
from your Policy during the insured person's lifetime will be taxed on "income
out first" before recovery of your tax basis.  Distributions for this purpose
include a loan (including any increase in the loan amount to pay interest on an
existing loan or an assignment or a pledge to secure a loan) or partial
surrender.  Any such distributions will be considered taxable income to you to
the extent your accumulation value exceeds your tax basis in the Policy.  For
modified endowment contracts, your tax basis is similar to the basis described
above for other Policies, except that it also would be increased by the amount
of any prior loan under your Policy that was considered taxable income to you.
For purposes of determining the taxable portion of any distribution, all
modified endowment contracts issued by the same insurer (or its affiliate) to
the same owner (excluding certain qualified plans) during any calendar year are
aggregated.  The U.S. Treasury Department has authority to prescribe additional
rules to prevent avoidance of "income out first" taxation on distributions from
modified endowment contracts.

     A 10% penalty tax also will apply to the taxable portion of most
distributions from a Policy that is a modified endowment contract.  The penalty
tax will not, however, apply to distributions:

     .    to taxpayers 59  1/2 years of age or older;

     .    in the case of a disability (as defined in the Code); or

     .    received as part of a series of substantially equal periodic annuity
          payments for the life (or life expectancy) of the taxpayer or the
          joint lives (or joint life expectancies) of the taxpayer and his or
          her beneficiary.

If your Policy ends after a grace period while there is a Policy loan, the
cancellation of the loan will be treated as a distribution to the extent not
previously treated as such and could be subject to income tax, including the 10%
penalty tax, as described above.  In addition, on the maturity date or upon a
full surrender, any excess of the proceeds we pay (including any amounts we use
to discharge any loan) over your tax basis in the Policy, will be subject to
federal income tax and, unless an exception applies, the 10% penalty tax.

     Distributions that occur during a Policy year in which your Policy becomes
a modified endowment contract, and during any subsequent Policy years, will be
taxed as described in the two preceding paragraphs. In addition, distributions
from a Policy within two years before it becomes a modified endowment contract
also will be subject to tax in this manner. This means that a distribution made
from a Policy that is not a modified endowment contract could later become
taxable as a distribution from a modified endowment contract. The Treasury
Department has been

                                       26
<PAGE>

authorized to prescribe rules which would treat similarly other distributions
made in anticipation of a policy becoming a modified endowment contract.

     Policy lapses and reinstatements.  A Policy which has lapsed may have the
tax consequences described above, even though you may be able to reinstate that
Policy.  For tax purposes, some reinstatements may be treated as the purchase of
a new insurance contract.

     Terminal illness rider.  Amounts received under an insurance policy on the
life of an individual who is terminally ill, as defined by the tax law, are
generally excludable from the payee's gross income.  We believe that the
benefits provided under our terminal illness rider meet the law's definition of
terminally ill and can qualify for this income tax exclusion.  This exclusion
does not apply, however, to amounts paid to someone other than the insured
person, if the payee has an insurable interest in the insured person's life
because the insured is a director, officer or employee of the payee or by reason
of the insured person being financially interested in any trade or business
carried on by the payee.

     Diversification. Under Section 817(h) of the Code, the Treasury Department
has issued regulations that implement investment diversification requirements.
Our failure to comply with these regulations would disqualify your Policy as a
life insurance policy under Section 7702 of the Code. If this were to occur, you
would be subject to federal income tax on the income under the Policy for the
period of the disqualification and for subsequent periods. Also, if the insured
died during such period of disqualification or subsequent periods, a portion of
the death benefit proceeds would be taxable to the beneficiary.  Separate
Account VL-R, through the Mutual Funds, intends to comply with these
requirements. Although we do not have direct control over the investments or
activities of the Mutual Funds, we will enter into agreements with them
requiring the Mutual Funds to comply with the diversification requirements of
the Section 817(h) Treasury Regulations.

     In connection with the issuance of then temporary diversification
regulations, the Treasury Department stated that it anticipated the issuance of
guidelines prescribing the circumstances in which the ability of a policy owner
to direct his or her investment to particular Mutual Funds within a separate
account may cause the policy owner, rather than the insurance company, to be
treated as the owner of the assets in the account.  If you were considered the
owner of the assets of the separate account, income and gains from the account
would be included in your gross income for federal income tax purposes.  Under
current law, however, we believe that USL, and not the owner of a Policy, would
be considered the owner of the assets of our separate account.

     Estate and generation skipping taxes.  If the insured person is the
Policy's owner, the death benefit under a Platinum Investor Policy will
generally be includable in the owner's estate for purposes of federal estate
tax.  If the owner is not the insured person, under certain conditions, only an
amount approximately equal to the cash surrender value of the Policy would be
includable. Federal estate tax is integrated with federal gift tax under a
unified rate schedule.  In general, estates less than $650,000 (or larger
amounts specified in the Code to commence in certain future years) will not
incur a federal estate tax liability.  In addition, an unlimited marital
deduction may be available for federal estate tax purposes.

                                       27
<PAGE>

     As a general rule, if a "transfer" is made to a person two or more
generations younger than the Policy's owner, a generation skipping tax may be
payable at rates similar to the maximum estate tax rate in effect at the time.
The generation skipping tax provisions generally apply to "transfers" that would
be subject to the gift and estate tax rules.  Individuals are generally allowed
an aggregate generation skipping tax exemption of $1 million.  Because these
rules are complex, you should consult with a qualified tax adviser for specific
information, especially where benefits are passing to younger generations.

     The particular situation of each Policy owner, insured person or
beneficiary will determine how ownership or receipt of Policy proceeds will be
treated for purposes of federal estate and generation skipping taxes, as well as
state and local estate, inheritance and other taxes.

     Pension and profit-sharing plans.  If Platinum Investor Policies are
purchased by a trust or other entity that forms part of a pension or profit-
sharing plan qualified under Section 401(a) of the Code for the benefit of
participants covered under the plan, the federal income tax treatment of such
Policies will be somewhat different from that described above.

     The reasonable net premium cost for such amount of insurance that is
purchased as part of a pension or profit-sharing plan is required to be included
annually in the plan participant's gross income.  This cost (generally referred
to as the "P.S. 58" cost) is reported to the participant annually. If the plan
participant dies while covered by the plan and the Policy proceeds are paid to
the participant's beneficiary, then the excess of the death benefit over the
Policy's accumulation value will not be subject to federal income tax.  However,
the Policy's accumulation value will generally be taxable to the extent it
exceeds the participant's cost basis in the Policy.  The participant's cost
basis will generally include the costs of insurance previously reported as
income to the participant. Special rules may apply if the participant had
borrowed from the Policy or was an owner-employee under the plan.

     There are limits on the amounts of life insurance that may be purchased on
behalf of a participant in a pension or profit-sharing plan.  Complex rules, in
addition to those discussed above, apply whenever life insurance is purchased by
a tax qualified plan.  You should consult a qualified tax adviser.

     Other employee benefit programs.  Complex rules may also apply when a
Policy is held by an employer or a trust, or acquired by an employee, in
connection with the provision of other employee benefits.  These Policy owners
must consider whether the Policy was applied for by or issued to a person having
an insurable interest under applicable state law and with the insured person's
consent.  The lack of an insurable interest or consent may, among other things,
affect the qualification of the Policy as life insurance for federal income tax
purposes and the right of the beneficiary to receive a death benefit.

     ERISA.  Employers and employer-created trusts may be subject to reporting,
disclosure and fiduciary obligations under the Employee Retirement Income
Security Act of 1974, as amended. You should consult a qualified legal adviser.

                                       28
<PAGE>

     Our taxes.  We report the operations of our Separate Account VL-R in our
federal income tax return, but we currently pay no income tax on the separate
account's investment income and capital gains, because these items are, for tax
purposes, reflected in our variable life insurance policy reserves.  We
currently make no charge to any separate account division for taxes.  We reserve
the right to make a charge in the future for taxes incurred; for example, a
charge to the separate account for income taxes we incur that are allocable to
the Policies.

     We may have to pay state, local or other taxes in addition to applicable
taxes based on premiums.  At present, these taxes are not substantial.  If they
increase, we may make charges for such taxes when they are attributable to our
separate account or allocable to the Policies.

     Certain Mutual Funds in which your accumulation value is invested may elect
to pass through to USL taxes withheld by foreign taxing jurisdictions on foreign
source income.  Such an election will result in additional taxable income and
income tax to USL.  The amount of additional income tax, however, may be more
than offset by credits for the foreign taxes withheld which are also passed
through.  These credits may provide a benefit to USL.

     When we withhold income taxes.  Generally, unless you provide us with an
election to the contrary before we make the distribution, we are required to
withhold income tax from any proceeds we distribute as part of a taxable
transaction under your Policy.  In some cases, where generation skipping taxes
may apply, we may also be required to withhold for such taxes unless we are
provided satisfactory written notification that no such taxes are due.

     Tax changes.  The U.S. Congress frequently considers legislation that, if
enacted, could change the tax treatment of life insurance policies.  In
addition, the Treasury Department may amend existing regulations, issue
regulations on the qualification of life insurance and modified endowment
contracts, or adopt new interpretations of existing law.  State and local tax
law or, if you are not a U.S. citizen and resident, foreign tax law, may also
affect the tax consequences to you, the insured person or your beneficiary, and
are subject to change.  Any changes in federal, state, local or foreign tax law
or interpretation could have a retroactive effect.  We suggest you consult a
qualified tax adviser.

VOTING PRIVILEGES

     We  are the legal owner of the Funds' shares held in Separate Account USL
VL-R. However, you may be asked to instruct us how to vote the Fund shares held
in the various Mutual Funds and attributable to your Policy at meetings of
shareholders of the Funds.  The number of votes for which you may give
directions will be determined as of the record date for the meeting. The number
of votes that you may direct related to a particular Fund is equal to (a) your
accumulation value invested in that Fund divided by (b) the net asset value of
one share of that Fund.  Fractional votes will be recognized.

     We will vote all shares of each Fund that we hold of record, including any
shares we own on our own behalf, in the same proportions as those shares for
which we have received instructions from owners participating in that Fund
through Separate Account USL VL-R.

                                       29
<PAGE>

     If you are asked to give us voting instructions, we will send you the proxy
material and a form for providing such instructions.   Should we determine that
we are no longer required to send the owner such materials, we will vote the
shares as we determine in our sole discretion.

     In certain cases, we may disregard instructions relating to changes in a
Fund's investment manager or its investment policies.  We will advise you if we
do and explain the reasons in our next report to Policy owners.  USL reserves
the right to modify these procedures in any manner that the laws in effect from
time to time allow.

YOUR BENEFICIARY

     You name your beneficiary when you apply for a Policy.  The beneficiary is
entitled to the insurance benefits of the Policy.  You may change the
beneficiary during the insured person's lifetime.  We also require the consent
of any irrevocably named beneficiary.  A new beneficiary designation is
effective as of the date you sign it, but will not affect any payments we may
make before we receive it.  If no beneficiary is living when the insured person
dies, we will pay the insurance proceeds to the owner or the owner's estate.

ASSIGNING YOUR POLICY

     You may assign (transfer) your rights in a Policy to someone else as
collateral for a loan or for some other reason, if we agree.  We will not be
bound by an assignment unless it is received in writing.  You must provide us
with two copies of the assignment.  We are not responsible for any payment we
make or any action taken before we receive complete notice of the assignment in
good order. We are not responsible for the validity of the assignment.  An
absolute assignment is a change of ownership.  All collateral assignees of
record must consent to any full surrender, partial surrender, loan or payment
from a Policy under a terminal illness rider.  Because there may be unfavorable
tax consequences, including recognition of taxable income and the loss of income
tax-free treatment for any death benefit payable to the beneficiary, you should
consult a qualified tax adviser before making an assignment.

MORE ABOUT POLICY CHARGES

     Purpose of our charges.  The charges under the Policies are designed to
cover, in total, our direct and indirect costs of selling, administering and
providing benefits under the Policies.  They are also designed, in total, to
compensate us for the risks we assume and services that we provide under the
Policies.  These include:

        . mortality risks (such as the risk that insured persons will, on
          average, die before we expect, thereby increasing the amount of claims
          we must pay);

        . investment risks (such as the risk that adverse investment
          performance will make it more difficult for us to reduce the amount of
          our daily charge for revenues below what we anticipate);

                                       30
<PAGE>

        . sales risks (such as the risk that the number of Policies we sell and
          the premiums we receive, net of withdrawals, are less than we expect,
          thereby depriving us of expected economies of scale);

        . regulatory risks (such as the risk that tax or other regulations may
          be changed in ways adverse to issuers of variable life insurance
          policies); and

        . expense risks (such as the risk that the costs of administrative
          services that the Policies require us to provide will exceed what we
          currently project).

     If the charges that we collect from the Policies exceed our total costs in
connection with the Policies, we will earn a profit.  Otherwise we will incur a
loss.

     The current charges that we deduct from premiums have been designed to
compensate us for taxes we have to pay to the state where you live when we
receive a premium from you, as well as similar federal taxes we incur as a
result of premium payments.  The current flat monthly charge that we deduct has
been designed primarily to compensate us for the continuing administrative
functions we perform in connection with the Policies.  The current monthly
insurance charge has been designed primarily to provide funds out of which we
can make payments of death benefits under the Policies as insured persons die.

     Any excess from the charges discussed in the preceding paragraph, as well
as revenues from the daily charge, are primarily intended to:

        . offset other expenses in connection with the Policies (such as the
          costs of processing applications for Policies and other unreimbursed
          administrative expenses, costs of paying sales commissions and other
          marketing expenses for the Policies, and costs of paying death claims
          if the mortality experience of insured persons is worse than we
          expect);

        . compensate us for the risks we assume under the Policies; or

        . otherwise to be retained by us as profit.

The surrender charge has also been designed primarily for these purposes.

     Although the paragraphs above describe the primary purposes for which
charges under the Policies have been designed, these purposes are subject to
considerable change over the life of a Policy.  We can retain or use the
revenues from any charge or charge increase for any purpose.

     Change of tobacco use.  If the person insured under your Policy is a
tobacco user, you may apply to us for an improved risk class if the insured
person meets our then applicable requirements for demonstrating that he or she
has stopped tobacco use for a sufficient period.

                                       31
<PAGE>

     Gender neutral Policies. Congress and the legislatures of various states
have from time to time considered legislation that would require insurance rates
to be the same for males and females of the same age, rating class and tobacco
user status.  In addition, employers and employee organizations should consider,
in consultation with counsel, the impact of Title VII of the Civil Rights Act of
1964 on the purchase of life insurance policies (including Platinum Investor
policies) in connection with an employment-related insurance or benefit plan.
In a 1983 decision, the United States Supreme Court held that, under Title VII,
optional annuity benefits under a deferred compensation plan could not vary on
the basis of gender.

     Cost of insurance rates.  Because of specified amount increases, different
cost of insurance rates may apply to different increments of specified amount
under your Policy.  If so, we attribute your accumulation value first to the
oldest increments of specified amount to compute our net amount at risk at each
cost of insurance rate.  See "Monthly Insurance Charge" beginning on page __.

     Decreases in the specified amount.  An amount of any remaining surrender
charge will be deducted upon a decrease in specified amount.  If:

        . there have been no previous specified amount increases, the amount we
          deduct will bear the same proportion to the total surrender charge
          then applicable as the amount of the specified amount decrease bears
          to the Policy's total specified amount.  The remaining amount of
          surrender charge that we could impose at a future time, however, will
          also be reduced proportionally.

        . there have been increases in specified amount, we decrease first
          those portions of specified amount that were most recently
          established.  We also deduct any remaining amount of the surrender
          charge that was established with that portion of specified amount
          (which we pro-rate if less than that entire portion of specified
          amount is being canceled).

     Miscellaneous.  Each of the distributors or advisers of the Mutual Funds
listed on page 1 of this prospectus reimburses us, on a quarterly basis, for
certain administrative, Policy, and Policy owner support expenses, up to an
annual rate of 0.25% the average daily net asset value of shares of the Mutual
Funds purchased by the divisions at the instruction of owners.  These
reimbursements will be reasonable for the services performed and are not
designed to result in a profit.  These reimbursements are paid by the
distributors or the advisers, and will not be paid by the Mutual Funds, the
divisions or the owners.

EFFECTIVE DATE OF POLICY AND RELATED TRANSACTIONS

     Valuation dates, times, and periods.  We generally compute values under
Policies on each day that we are open for business except, with respect to any
investment option, days on which the related Mutual Fund does not value its
shares.  We call each such day a "valuation date."

                                       32
<PAGE>

     We compute policy values as of  3:00 p.m., Central time, on each valuation
date.  We call this our "close of business."  We call the time from the close of
business on one valuation date to the close of business of the next valuation
date a "valuation period."

     Date of  receipt.  Generally we consider that we have received a premium
payment or another communication from you on the day we actually receive it in
full and proper order.   If we receive it after the close of business on any
valuation date, however, we consider that we have received it on the day
following that valuation date.

     Commencement of insurance coverage.  After you apply for a Policy, it can
sometimes take up to several weeks for us to gather and evaluate all the
information we need to decide whether to issue a Policy to you and, if so, what
the insured person's insurance rate class should be.  We will not pay a death
benefit under a Policy unless (a) it has been delivered to and accepted by the
owner and at least the minimum first premium has been paid, and (b) at the time
of such delivery and payment, there have been no adverse developments in the
insured person's health or risk of death. However, if you pay at least the
minimum first premium payment with your application for a Policy, we will
provide temporary coverage of up to $300,000 provided the insured person meets
certain medical and risk requirements.  The terms and conditions of this
coverage are described in our "Limited Temporary Life Insurance Agreement."  You
can obtain a copy from our Administrative Center by writing to the appropriate
address shown on the first page of this prospectus or from your USL
representative.

     Date of issue; Policy months and years.  We prepare the Policy only after
we approve an application for a Policy and assign an appropriate insurance rate
class.  The day we begin to deduct charges will appear on page __ of your Policy
and is called the "date of issue."  Policy months and years are measured from
the date of issue.  To preserve a younger age at issue for the insured person,
we may assign a date of issue to a Policy that is up to 6 months earlier than
otherwise would apply.

     Monthly deduction days.  Each charge that we deduct monthly is assessed
against your accumulation value at the close of business on the date of issue
and at the end of each subsequent valuation period that includes the first day
of a Policy month.  We call these "monthly deduction days."

     Commencement of investment performance. We begin to credit an investment
return to the accumulation value resulting from your initial premium payment on
the later of (a) the date of issue, or (b) the date all requirements needed to
place the Policy in force have been satisfied, including underwriting approval
and receipt of the necessary premium. In the case of a back-dated Policy, we do
not credit an investment return to the accumulation value resulting from your
initial premium payment until the date stated in (b) above.

     Effective date of other premium payments and requests that you make.
Premium payments (after the first) and transactions made in response to your
requests and elections are generally effected at the end of the valuation period
in which we receive the payment, request or election and

                                       33
<PAGE>

based on prices and values computed as of that same time. Exceptions to this
general rule are as follows:

        . Increases or decreases you request in the specified amount of
          insurance, and reinstatements of Policies that have lapsed take effect
          on the Policy's monthly deduction day on or next following our
          approval of the transaction;

        . We may return premium payments if we determine that such premiums
          would cause your Policy to become a modified endowment contract or to
          cease to qualify as life insurance under federal income tax law;

        . If you exercise the right to return your Policy described on the
          second page of this prospectus, your coverage will end when you mail
          us your Policy or deliver it to your USL representative; and

        . If you pay a premium in connection with a request which requires our
          approval, your payment will be applied when received rather than
          following the effective date of the change requested so long as your
          coverage is in force and the amount paid will not cause you to exceed
          premium limitations under the Code.  If we do not approve your
          request, no premium will be refunded to you except to the extent
          necessary to cure any violation of the maximum premium limitations
          under the Code.  We will not apply this procedure to premiums you pay
          in connection with reinstatement requests.

MORE ABOUT OUR DECLARED FIXED INTEREST ACCOUNT OPTION

     Our general account.  Our general account assets are all of our assets that
we do not hold in legally segregated separate accounts.  Our general account
supports our obligations to you under your Policy's declared fixed interest
account option.  Because of applicable exemptions,  no interest in this option
has been registered under the Securities Act of 1933, as amended.  Neither our
general account or our declared fixed interest account is an investment company
under the Investment Company Act of 1940.  We have been advised that the staff
of the SEC has not reviewed the disclosures that are included in this prospectus
for your information about our general account or our declared fixed interest
account option.  Those disclosures, however, may be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

     How we declare interest.  We can at any time change the rate of interest we
are paying on any accumulation value allocated to our declared fixed interest
account option, but it will always be at an effective annual rate of at least
4%.

     Under these procedures, it is possible that different interest rates will
apply to different portions of your accumulation value, depending on when each
portion was allocated to our declared fixed interest account option.  Any
charges, partial surrenders, or loans that we take from any accumulation value
that you have in our declared fixed interest account option will be taken from

                                       34
<PAGE>

each portion in reverse chronological order based on the date that accumulation
value was allocated to this option.

DISTRIBUTION OF THE POLICIES

     American General Securities Incorporated ("AGSI") is the principal
underwriter of the Policies.  AGSI is a wholly-owned subsidiary of American
General Life Insurance Company. AGSI's principal office is at 2727 Allen
Parkway, Houston, Texas 77019.  AGSI was organized as a Texas corporation on
March 8, 1983 and is a registered broker-dealer under the Securities Exchange
Act of 1934, as amended  ("1934 Act") and is a member of the National
Association of Securities Dealers, Inc. ("NASD").  AGSI is also the principal
underwriter for American General Life Insurance Company's  Separate Accounts A
and D, and Separate Account E of American General Life Insurance Company of New
York, which is a wholly-owned subsidiary of American General Life Insurance
Company.  These separate accounts are registered investment companies. AGSI, as
the principal underwriter, is not paid any fees on the Policies.

     We and AGSI have sales agreements with various broker-dealers and banks
under which the Policies will be sold by registered representatives of the
broker-dealers or employees of the banks. These registered representatives and
employees are also required to be authorized under applicable state regulations
as life insurance agents to sell variable life insurance.  The broker-dealers
are ordinarily required to be registered with the SEC and must be members of the
NASD.

     We pay compensation directly to broker-dealers and banks for promotion and
sales of the Policies.  AGSI also has its own registered representatives who
will sell the Policies, and we will pay compensation to AGSI for these sales.

     The compensation payable to broker-dealers or banks for sales of the
Policies may vary with the sales agreement, but is generally not expected to
exceed:

     . 90% of the premiums paid in the first Policy year up to a "target"
       amount;

     . 4% of the premiums not in excess of the target amount paid in each of
       Policy years 2 through 10;

     . 2.5% of all premiums in excess of the target amount paid in any of
       Policy years 1 through 10; and

     . .25% annually of the Policy's accumulation value (reduced by any
       outstanding loans) in the investment options after Policy year 1.

The target amount is an amount of level annual premium that would be necessary
to support the benefits under your Policy, based on certain assumptions that we
believe are reasonable.

     The maximum value of any alternative amounts we may pay for sales of the
Policies is expected to be equivalent over time to the amounts described above.
For example, we may pay a

                                       35
<PAGE>

broker-dealer compensation in a lump sum which will not exceed the aggregate
compensation described above.

     We pay a comparable amount of compensation to the broker-dealers or banks
with respect to any increase in the specified amount of coverage that you
request.  In addition, if permissible by applicable New York law, we may pay
broker-dealers or banks expense allowances, bonuses, wholesaler fees and
training allowances.

     We pay the compensation directly to AGSI or any other selling broker-dealer
firm or bank. We pay the compensation from our own resources which does not
result in any additional charge to you that is not described on page __.  Each
broker-dealer firm or bank, in turn, may compensate its registered
representative or employee who acts as agent in selling you a Policy.

PAYMENT OF POLICY PROCEEDS

     General.  We will pay any death benefit, maturity benefit, cash surrender
value or loan proceeds within seven days after we receive the last required form
or request (and any other documents that may be required for payment of death
benefit).  If we do not have information about the desired manner of payment
within 60 days after the date we receive notification of the insured person's
death, we will pay the proceeds as a single sum, normally within seven days
thereafter.

     Delay of declared fixed interest account option proceeds.  We have the
right, however, to defer payment or transfers of amounts out of our declared
fixed interest account option for up to six months.  If we delay more than 30
days in paying you such amounts, we will pay interest of at least 3% a year from
the date we receive all items we require to make the payment.

     Delay for check clearance.  We reserve the right to defer payment of that
portion of your accumulation value that is attributable to a payment made by
check for a reasonable period of time (not to exceed 15 days) to allow the check
to clear the banking system.

     Delay of separate account proceeds.  We reserve the right to defer payment
of any death benefit, loan or other distribution that comes from that portion of
your accumulation value that is allocated to Separate Account USL VL-R, if:

     . the New York Stock Exchange is closed other than customary weekend and
       holiday closings, or trading on the New York Stock Exchange is
       restricted;

     . an emergency exists, as a result of which disposal of securities is not
       reasonably practicable or it is not reasonably practicable to fairly
       determine the accumulation value; or

     . the SEC by order permits the delay for the protection of owners.

Transfers and allocations of accumulation value among the investment options may
also be postponed under these circumstances. If we need to defer calculation of
separate account values for

                                       36
<PAGE>

any of the foregoing reasons, all delayed transactions will be processed at the
next values that we do compute.

     Delay to challenge coverage.  We may challenge the validity of your
insurance Policy based on any material misstatements in your application and any
application for a change in coverage. However,

     . We cannot challenge the Policy after it has been in effect, during the
       insured person's lifetime, for two years from the date the Policy was
       issued or restored after termination.

     . We cannot challenge any Policy change that requires evidence of
       insurability (such as an increase in specified amount) after the
       change has been in effect for two years during the insured person's
       lifetime.

     . We cannot challenge an additional benefit rider that provides benefits if
       the insured person becomes totally disabled, after two years from the
       later of the Policy's date of issue or the date the additional benefit
       rider becomes effective.

ADJUSTMENTS TO DEATH BENEFIT

     Suicide.  If the insured person commits suicide within two years after the
date on which the Policy was issued, the death benefit will be limited to the
total of all premiums that have been paid to the time of death minus any
outstanding Policy loan and any partial surrenders.  If the insured person
commits suicide within two years after the effective date of an increase in
specified amount that you requested, we will pay the death benefit based on the
specified amount which was in effect before the increase, plus the monthly
insurance deductions for the increase.  Some states require that we compute
differently these periods for non-contestability following a suicide.

     Wrong age or gender.  If the age or gender of the insured person was
misstated on your application for a Policy (or for any increase in benefits), we
will adjust any death benefit to be what the monthly insurance charge deducted
for the current month would have purchased based on the correct information.

     Death during grace period.  If the insured person dies during the Policy's
grace period, we will deduct any overdue monthly charges from the insurance
proceeds.

ADDITIONAL RIGHTS THAT WE HAVE

     We have the right at any time to:

     . transfer the entire balance in an investment option in accordance with
       any transfer request you make that would reduce your accumulation value
       for that option to below $500;

                                       37
<PAGE>

     . transfer the entire balance on a pro-rata basis to any other investment
       options you then are using, if the accumulation value in an investment
       option is below $500 for any other reason;

     . end the automatic rebalancing feature if your accumulation value falls
       below $5,000;

     . change the underlying Mutual Fund that any investment option uses;

     . add or delete investment options, combine two or more investment options,
       or withdraw assets relating to Platinum Investor from one investment
       option and put them into another;

     . operate Separate Account USL VL-R under the direction of a committee or
       discharge such a committee at any time;

     . operate the separate account, or one or more investment options, in any
       other form the law allows, including a form that allows us to make
       direct investments.  Our separate account may be charged an advisory
       fee if its investments are made directly rather than through another
       investment company.  In that case, we may make any legal investments
       we wish; or

     . make other changes in the Policy that in our judgment are necessary or
       appropriate to ensure that the Policy continues to qualify for tax
       treatment as life insurance, or that do not reduce any cash surrender
       value, death benefit, accumulation value, or other accrued rights or
       benefits.

     You will be notified as required by law if there are any material changes
in the underlying investments of an investment option that you are using.  We
intend to comply with applicable law in making any changes and, if necessary, we
will seek Policy owner approval.

PERFORMANCE INFORMATION

     From time to time, we may quote performance information for the divisions
of the Separate Account USL VL-R in advertisements, sales literature, or reports
to owners or prospective investors.

     We may quote performance information in any manner permitted under
applicable law.  We may, for example, present such information as a change in a
hypothetical owner's cash value or death benefit.  We also may present the yield
or total return of the division based on a hypothetical investment in a Policy.
The performance information shown may cover various periods of time, including
periods beginning with the commencement of the operations of the division or the
Mutual Fund in which it invests.  The performance information shown may reflect
the deduction of one or more charges, such as the premium charge or surrender
charge, and we generally expect to exclude cost of insurance charges because of
the individual nature of these charges.

                                       38
<PAGE>

     We may compare a division's performance to that of other variable life
separate accounts or investment products, as well as to generally accepted
indices or analyses, such as those provided by research firms and rating
services.  In addition, we may use performance ratings that may be reported
periodically in financial publications, such as Money Magazine, Forbes, Business
Week, Fortune, Financial Planning, and  The Wall Street Journal.  We also may
advertise ratings of USL's financial strength or claims-paying ability as
determined by firms that analyze and rate insurance companies and by nationally
recognized statistical rating organizations.

     Performance information for any division reflects the performance of a
hypothetical Policy and are not illustrative of how actual investment
performance would affect the benefits under your Policy.  You should not
consider such performance information to be an estimate or guarantee of future
performance.

OUR REPORTS TO POLICY OWNERS

     Shortly after the end of each Policy year, we will mail you a report that
includes information about your Policy's current death benefit, accumulation
value, cash surrender value and policy loans.  We will send you notices to
confirm premium payments, transfers and certain other Policy transactions.  We
will mail to you at your last known address of record, these and any other
reports and communications required by law.  You should give us prompt written
notice of any address change.

USL'S MANAGEMENT:

     The directors, executive officers, and (to the extent responsible for
variable life operations) the other principal officers of USL are listed below.

NAME                    BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ----                    ------------------------------------------

Jon P. Newton  Senior Chairman of USL since June 1998 and a Director of USL
               since June 1997. Director of American General Corporation since
               October 1995 and Vice Chairman since April 1997; Vice Chairman
               and General Counsel (October 1995-April 1997). Director of other
               American General Corporation affiliates since October 1994. Prior
               thereto, Partner with Clark, Thomas, Winter & Newton, Austin,
               Texas (February 1979-February 1993). Directorships with Houston
               Museum of Natural Science Board of Trustees since 1997;
               University of Texas Law School Foundation Board of Trustees,
               Austin, Texas since 1997; University of Texas-Houston Health
               Science Center Development Board, Houston, Texas since 1996;
               Texas Commerce Bancshares, Houston, Texas (1985-1993); Texas
               Commerce Bank, Austin, Texas (1979-1993); Lomas Financial
               Corporation, Dallas, Texas (1983-1993); Vista Properties, Inc.,
               Dallas, Texas (1992-1993).

                                       39
<PAGE>

Rodney O. Martin, Jr.  Director and Chairman of the Board of  USL since June
                       1997. President and CEO of American General Life
                       Insurance Company (August 1996-July 1998). President of
                       American General Life Insurance Company of New York
                       (November 1995-August 1996). Vice President Agencies,
                       with Connecticut Mutual Life Insurance Company (1990-
                       1995).

William M. Keeler      Director, President and Chief Executive Officer - Group
                       Insurance Operations of USL since June 1998. President
                       and Chief Executive Officer of USLIFE Indemnity Company,
                       USLIFE Agency Services and USLIFE Credit Life Insurance
                       Company, Schaumburg, Illinois (May 1995 - July 1998).
                       Senior Executive Vice President of Marketing of USLIFE
                       indemnity Company (May 1994 - May 1995.)

David J. Dietz         President and Chief Executive Officer - Individual
                       Insurance Operations of USL since September 1997.
                       Director of USL since November 1997. President of
                       Prudential Select Life, Newark New Jersey (August 1990 -
                       September 1997).

David A. Fravel        Executive Vice President of USL since September 1998 and
                       a Director of USL since November 1997. Director and
                       Senior Vice President of American General Life Insurance
                       Company since November 1996. Elected Executive Vice
                       President in April, 1998. Senior Vice President
                       Massachusetts Mutual, Springfield, Missouri (March 1996-
                       June 1996); Vice President, New Business, Connecticut
                       Mutual Life, Hartford, Connecticut (December 1978-March
                       1996).

John V. LaGrasse       Executive Vice President and Chief Technology Officer
                       of USL since June 1998. Director, Senior Vice President
                       and Chief Systems Officer of American General Life
                       Insurance Company since August 1996. Elected Executive
                       Vice President in July, 1998. Prior thereto, Director of
                       Citicorp Insurance Services, Inc., Dover, Delaware (1986-
                       1996).

Gary D. Reddick        Executive Vice President of USL since June 1998.
                       Executive Vice President of American General Life
                       Insurance Company since April 1998 and Director since
                       October 1998. Vice Chairman since July 1997 and Executive
                       Vice President-Administration of The Franklin Life
                       Insurance Company since February 1995. Senior Vice
                       President-Administration of American General Corporation
                       (October 1994-February 1995). Senior Vice President for
                       American General Life Insurance Company (September 1986-
                       October 1994).

                                       40
<PAGE>

Wayne A. Barnard       Senior Vice President and Chief Actuary of USL since
                       September 1998. Senior Vice President and Chief Actuary
                       of American General Life Insurance Company since November
                       1997 and Vice President since February, 1991 and Chief
                       Actuary since February, 1993.

Felix C. Curcuru       Senior Vice President - Group Actuarial and Underwriting
                       of USL since 1967.  Director of USL since March 1999.

Ross D. Friend         Senior Vice President and Chief Compliance Officer of
                       USL since November 1998. In July 1998 named as Senior
                       Vice President and Chief Compliance Officer of American
                       General Life Insurance Company. Senior Vice President and
                       General Counsel of The Franklin Life Insurance Company,
                       Springfield, Illinois (August 1996 - July 1998).
                       Attorney-in-Charge for The Prudential Insurance Company,
                       Jacksonville, Florida (July 1995 - August 1996). Chief
                       Legal Officer for Confederation Life Insurance, Atlanta,
                       Georgia (1982 - June 1995).

William F. Guterding   Senior Vice President and Chief Underwriting Officer of
                       USL since October of 1991.

Kevin Harty            Senior Vice President and Chief Agency Officer of USL
                       since January 1995. Vice President of Sales for Security
                       Mutual Life Insurance Company, Binghamton, New York.
                       (January 1989 -December 1994).

Robert F. Herbert, Jr. Senior Vice President of USL since September 1998 and
                       Controller and Treasurer of USL since March 1999.
                       Director, Senior Vice President and Treasurer of American
                       General Life Insurance Company since May 1996, and
                       Controller and Actuary from June 1988 to May 1996.

Simon J. Leech         Senior Vice President, Houston Service Center of USL
                       since September 1998. In July 1997 named as Senior Vice
                       President-Houston Service Center for American General
                       Life Insurance Company. Various positions with American
                       General Life Insurance Company since 1981, including
                       Director of POS in 1993, and Vice President-Policy
                       Administration in 1995.

Randy J. Marash        Senior Vice President and Actuary of USL since July of
                       1989.

                                       41
<PAGE>

Robert Stuchiner       Senior Vice President - Marketing of USL since
                       September 1998. Chief Marketing Office of TowerMark
                       Brokerage Services, Inc., New York, New York (September
                       1990 - September 1998).


R. Stephen Watson      Senior Vice President and Chief Administrative Officer
                       of USL since 1997 and a Director of USL since August
                       1997. Vice President and Chief Administrative Officer of
                       American General Life Insurance Company of New York,
                       Syracuse, New York (1995 - 1997). Director of Insurance
                       Administration, American General Finance, Evansville,
                       Indiana (1991 - 1995).

Thomas M. Zurek        Senior Vice President and General Counsel of USL since
                       December 1998. In February 1998 named as Senior Vice
                       President and Deputy General Counsel of American General
                       Corporation. Attorney Shareholder with Nyemaster, Goode,
                       Voigts, West, Hansell & O'Brien, Des Moines, Iowa (June
                       1992 - February 1998).

William A. Bacas, Sr.  Director of USL since June 1997.  Partner with Bacas &
                       Krogmann, Attorneys at Law, Glens Falls, NY since 1972.

John R. Corcoran       Director of USL since June 1997.  Currently retired.
                       Various positions, including Vice President of Sales, for
                       Mutual Life of New York, New York, New York (1956 -
                       1996).

Patricia O. Ewers      Director of USL since June 1997.   Currently retired.

Thomas H. Fox          Director of USL since June 1997.    Currently retired.

William J. O'Hara, Jr. Director of USL since June 1997. Chief Executive Officer
                       of A J Tech, Vista, California since 1997. Present of
                       William J. O'Hara, New York, New York (1992 - 1996).

George B. Trotta       Director of USL since June 1997.  Currently retired.
                       Senior Vice President of Metropolitan Life Insurance
                       Company, New York, New York (1982 - 1995).

    The principal business address of each person listed above is our Home
Office; except that the street number for Messrs. Newton, Fravel, LaGrasse,
Martin, Reddick and Zurek  is 2929 Allen Parkway, the street number for Mr.
Friend is 2727 Allen Parkway, the street address for Messrs. Herbert, Barnard
and Leech is 2727-A Allen Parkway and the street address for Messrs Keeler,
Curcura and Marash is 3600 Rt. 66, Neptune, New Jersey.

                                       42
<PAGE>

PRINCIPAL UNDERWRITER'S MANAGEMENT

The directors and principal officers of the principal underwriter are:

                                                 Position and Offices
                                                  with Underwriter,
Name and Principal                                American General
Business Address                               Securities Incorporated
- -----------------                              -----------------------

F. Paul Kovach, Jr.                             Director and Chairman,
American General Securities Incorporated        President and Chief Executive
2727 Allen Parkway                              Officer
Houston, TX 77019

Royce G. Imhoff, II                             Director
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019

Rodney O. Martin, Jr.                           Director and Vice Chairman
American General Life Companies
2929 Allen Parkway
Houston, TX 77019

John A. Kalbaugh                                Vice President -
American General Life Companies                 Chief Marketing Officer
2727 Allen Parkway
Houston, TX 77019

Robert M. Roth                                  Vice President -
American General Securities Incorporated        Administration and Compliance,
2727 Allen Parkway                              Treasurer and Secretary
Houston, TX  77019

Pauletta P. Cohn                                Assistant Secretary
American General Life Companies
2727 Allen Parkway
Houston, TX  77019


                                       43
<PAGE>

Robert F. Herbert, Jr.                          Assistant Treasurer
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019

K. David Nunley                                 Assistant Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019

LEGAL MATTERS

  We are not involved in any legal proceedings that would be considered material
with respect to a Policy owner's interest in Separate Account USL VL-R.
Pauletta P. Cohn, Esquire, Associate General Counsel of American General Life
Companies, has opined as to the validity of the Policies.

INDEPENDENT AUDITORS

  The financial statements of USL included in this prospectus have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
appearing elsewhere in this prospectus. Such financial statements have been
included in this prospectus in reliance upon the report of Ernst & Young LLP
given upon the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP is located at 99 Wood Avenue South, P.O. Box 751, Iselin, NJ
08830-0471.

ACTUARIAL EXPERT

  Actuarial matters have been examined by Wayne A. Barnard, who is Senior Vice
President and Chief Actuary of USL.  His opinion on actuarial matters is filed
as an exhibit to the registration statement we have filed with the SEC in
connection with the Policies.

SERVICE AGREEMENTS

  American General Life Companies ("AGLC") is party to an existing general
services agreement with USL.  AGLC, an affiliate of American General Life
Insurance Company, is a corporation incorporated in Delaware on November 24,
1997.  Pursuant to this agreement, AGLC provides services to USL, including most
of the administrative, data processing, systems, customer services, product
development, actuarial, auditing, accounting and legal services for USL and the
Platinum Investor Policies.

  We have entered into administrative services agreements with the advisers or
administrators for the Mutual Funds.  We receive fees for the administrative
services we perform.  These fees do not result in any additional charges under
the Policies that are not described under "What charges will USL deduct from my
investment in a Policy?"

                                       44
<PAGE>

CERTAIN POTENTIAL CONFLICTS

  The Mutual Funds sell shares to separate accounts of insurance companies, both
affiliated and not affiliated with USL.  We currently do not foresee any
disadvantages to you arising out of such sales.  Differences in treatment under
tax and other laws, as well as other considerations, could cause the interests
of various owners to conflict.  For example, violation of the federal tax laws
by one separate account investing in the Funds could cause the contracts funded
through another separate account to lose their tax-deferred status, unless
remedial action were taken.  However, each Mutual Fund has advised us that its
board of trustees (or directors) intends to monitor events to identify any
material irreconcilable conflicts that possibly may arise and to determine what
action, if any, should be taken in response.  If we believe that a Fund's
response to any such event insufficiently protects our Policy owners, we will
see to it that appropriate action is taken to do so. If it becomes necessary for
any separate account to replace shares of any Mutual Fund in which it invests,
that Fund may have to liquidate securities in its portfolio on a disadvantageous
basis.

YEAR 2000 CONSIDERATIONS

  Internal Systems. USL's ultimate parent, American General Corporation ("AGC"),
has numerous technology systems that are managed on a decentralized basis.
AGC's Year 2000 readiness efforts are being undertaken by its key business units
with centralized oversight.  Each business unit, including USL, has developed
and is implementing a plan to minimize the risk of a significant negative impact
on its operations.

  While the specifics of the plans vary, the plans include the following
activities:  (1) perform an inventory of our information technology and non-
information technology systems; (2) assess which items in the inventory may
expose us to business interruptions due to Year 2000 issues; (3) reprogram or
replace systems that are not Year 2000 ready; (4) test systems to prove that
they will function into the next century as they do currently; and (5) return
the systems to operations.  As of December 31, 1998, substantially all of our
critical systems are Year 2000 ready and have been returned to operations.
However, activities (3) through (5) for certain systems are ongoing, with vendor
upgrades expected to be received during the first half of 1999.

  Third Party Relationships.  We have relationships with various third parties
who must also be Year 2000 ready.  These third parties provide (or receive)
resources and services to (or from) USL and include organizations with which we
exchange information.  Third parties include vendors of hardware, software, and
information services; providers of infrastructure services such as voice and
data communications and utilities for office facilities; investors; customers;
distribution channels; and joint venture partners.  Third parties differ from
internal systems in that we exercise less, or no, control over Year 2000
readiness.  We developed a plan to assess and attempt to reduce the risks
associated with the potential failure of third parties to achieve Year 2000
readiness.  The plan includes the following activities:  (1) identify and
classify third party dependencies; (2) research, analyze, and document Year 2000
readiness for critical third parties; and (3) test critical hardware and
software products and electronic interfaces.  As of December 31, 1998, AGC has
identified and assessed approximately 700 critical third party dependencies,
including those relating to USL.  A more detailed evaluation will be completed
during first quarter 1999 as part of our contingency

                                       45
<PAGE>

planning efforts. Due to the various stages of third parties' Year 2000
readiness, our testing activities will extend through 1999.

  Contingency Plans.  USL and its affiliates have commenced contingency planning
to reduce the risk of Year 2000-related business failures.  The contingency
plans, which address both internal systems and third party relationships,
include the following activities:  (1) evaluate the consequences of failure of
business processes with significant exposure to Year 2000 risk; (2) determine
the probability of a Year 2000-related failure for those processes that have a
high consequence of failure; (3) develop an action plan to complete contingency
plans for those processes that rank high in consequence and probability of
failure; and (4) complete the applicable action plans.  We are currently
developing contingency plans and expect to substantially complete all
contingency planning activities during the second quarter of 1999.

  Risks and Uncertainties.  Based on our plans to make internal systems ready
for Year 2000, to deal with third party relationships, and to develop
contingency actions, we believe that we will experience at most isolated and
minor disruptions of business processes following the turn of the century.  Such
disruptions are not expected to have a material effect on USL's future results
of operations, liquidity, or financial condition.  However, due to the size and
complexity of this project, risks and uncertainties exist, and we cannot predict
a most reasonably likely worst case scenario.  If conversion of our internal
systems is not completed on a timely basis (due to non-performance by
significant third-party vendors, lack of qualified personnel to perform the Year
2000 work, or other unforeseen circumstances in completing our plans), or if
critical third parties fail to achieve Year 2000 readiness on a timely basis,
the Year 2000 issues could have a material adverse impact on our operations
following the turn of the century.

  Costs.  Through December 31, 1998, USL has incurred, and anticipates that it
will continue to incur, costs for internal staff, third-party vendors, and other
expenses to achieve Year 2000 readiness.  The cost of activities related to Year
2000 readiness has not had a material adverse effect on our results of
operations or financial condition.  In addition, we have elected to accelerate
the planned replacement of certain systems as part of the Year 2000 plans.
Costs of the replacement systems are not passed to Divisions of the Separate
Account.

                                       46
<PAGE>

                              FINANCIAL STATEMENTS


  The financial statements of USL contained in this prospectus should be
considered to bear only upon the ability of USL to meet its obligations under
Platinum Investor Policies. They should not be considered as bearing upon the
investment experience of the separate account.  No financial statements of
Separate Account USL VL-R are included because, at the date of this prospectus,
the Separate Account had not yet commenced operations and had no assets or
liabilities.


FINANCIAL STATEMENTS OF                                 PAGE TO
THE UNITED STATES LIFE INSURANCE COMPANY              SEE IN THIS
IN THE CITY OF NEW YORK                                PROSPECTUS
                                                      -----------
Report of Ernst & Young LLP, Independent Auditors

Balance Sheets as of December 31, 1998 and 1997

Income Statements for the years ended
December 31, 1998, 1997 and 1996

Statements of Comprehensive Income for
the years ended December 31, 1998, 1997 and 1996

Statements of Shareholders' Equity for the years
ended December 31, 1998, 1997 and 1996

Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996

Notes to Financial Statements

                                       47
<PAGE>

                           INDEX OF WORDS AND PHRASES

   This index should help you to locate more information about some of the terms
and phrases used in this prospectus.


Defined Term

accumulation value
Administrative Center
amount at risk
automatic rebalancing
basis
beneficiary
cash surrender value
close of business
Code
cost of insurance rates
daily charge
date of issue
death benefit
declared fixed interest account option
division
dollar cost averaging
Fund
full surrender
grace period
guarantee premiums
Home Office
insured person
investment option
lapse
loan, loan interest
maturity, maturity date
modified endowment contract
monthly deduction day
Monthly insurance charge
Mutual Fund
Option 1, 2
owner
partial surrender
payment option
planned periodic premium
Platinum Investor

                                       48
<PAGE>

Policy
Policy Anniversary
Policy Loan
Policy month, year
preferred loan interest
premiums
premium payments
prospectus
reinstate, reinstatement
rider
SEC
separate account
Separate Account VL-R
seven-pay test
specified amount
surrender
surrender charge
target
telephone transactions
transfers
USL
valuation date period
you, your

   We have filed a registration statement relating to Separate Account USL VL-R
and the Policy with the SEC. The registration statement, which is required by
the Securities Act of 1933, includes additional information that is not required
in this prospectus. If you would like the additional information, you may obtain
it from the SEC's Website at http://www.sec.gov  or main office in Washington,
D.C. You will have to pay a fee for the material.

   You should rely only on the information contained in this prospectus or sales
materials we have approved.  We have not authorized anyone to provide you with
information that is different.  The policies are not available in all states.
This prospectus is not an offer in any state to any person if the offer would be
unlawful.

                                       49
<PAGE>

PART II

(OTHER INFORMATION)


UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

     The United States Life Insurance Company in the City of New York's Bylaws
provide in Article XI for indemnification of directors, officers and employees
of the Company.

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

REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A) OF THE INVESTMENT COMPANY ACT OF
1940

     The United States Life Insurance Company in the City of New York hereby
represents that the fees and charges deducted under the Policy, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and risks assumed by The United States Life Insurance
Company in the City of New York.

                                      II-1
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.
Prospectus, consisting of __ pages of text.
The undertaking to file reports.
The Rule 484 undertaking.
Representation pursuant to Section 26(e)(2)(A).
The signatures.

Written Consents of the following persons:

(a)  Pauletta P. Cohn, Associate General Counsel of American General Life
     Companies;

(b)  The United States Life Insurance Company in the City of New York's Actuary;

(c)  Independent Auditors.

The following exhibits:

  1. Exhibits required by Article IX, paragraph A of Form N-8B-2:

     (1)(a)     The United States Life Insurance Company in the City of New York
                Board of Directors resolution authorizing the establishment of
                The United States Life Insurance Company in the City of New York
                Separate  Account USL VL-R and among other things the marketing
                of variable life products in New York.  (Filed herewith)

     (1)(b)     Resolutions of Board of Directors of The United States Life
                Insurance Company in the City of New York authorizing the
                establishment of variable life insurance standards of
                suitability and conduct. (4)

     (2)        Not applicable.

     (3)(a)(i)  Participation Agreement by and among The United States Life
                Insurance Company in the City of New York, American General
                Securities Incorporated, Van Kampen Life Investment Trust, Van
                Kampen Asset Management, Inc., and Van Kampen Distributors, Inc.
                (2)

     (3)(a)(ii) Participation Agreement by and among The United States Life
                Insurance Company in the City of New York, Morgan Stanley
                Universal Funds, Inc., Morgan Stanley Asset Management, Inc.,
                and Miller Anderson & Sherrerd. (2)

     (3)(b)     Specimen form of Selling Group Agreement by and among The United
                States Life Insurance Company in the City of New York, and
                American General Securities Incorporated, and Selling Group
                Member.  (3)

                                      II-2
<PAGE>

     (3)(c)     Schedule of Commissions (incorporated by reference from the text
                included under the heading "Distribution of the Policies" in the
                prospectus that is filed as part of this Registration
                Statement).

     (4)        Not applicable.

     (5)        Specimen form of the "Platinum Investor" Variable Universal Life
                Insurance Policy (Policy Form No. 97600N). (Filed herewith)

     (6)(a)    Copy of the Charter and all amendments thereto of The United
               States Life Insurance Company in the City of New York).  (1)


     (6)(b)    Copy of the Bylaws, as amended, of The United States Life
               Insurance Company in the City of New York).  (1)

     (7)       Not applicable.

     (8)       Participation Agreements with Fund Companies.  (4)

     (9)       Not applicable

     (10)(a)   Specimen form of application for life insurance issued by USL.
               (Filed herewith)

     (10)(b)   Specimen form of supplemental application for variable life
               insurance issued by USL on Policy Form No. 97600N.  (Filed
               herewith)

     (10)(c)   Service Request Form for Home Office. (Filed herewith)

 Other Exhibits

      2(a)     Opinion and Consent of Pauletta P. Cohn, Associate General
               Counsel.  (4)

      2(b)     Opinion and Consent of USL's actuary.  (4)

      3        Not applicable.

      4        Not applicable.

      5        Financial Data Schedule. (Not applicable.)

      6        Consent of Independent Auditors.  (4)

      7        Powers of Attorney (Filed with Signature Pages.)

      27       Financial Data Schedule.  (Inapplicable, because no financial
               statements of the Separate Account are being filed herewith)

                                      II-3
<PAGE>

/1/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-63673) of The United States Life Insurance
Company in the City of New York Separate Account VA-R on September 18, 1998.

/2/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form N-4 Registration Statement (File No. 333-63673) of The United States
Life Insurance Company in the City of New York Separate Account VA-R on May 26,
1999.

/3/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form N-4 Registration Statement (File No. 333-63843) of The United States
Life Insurance Company in the City of New York Separate Account VA-R on May 27,
1999.

/4/ To be filed by amendment.

                                      II-4
<PAGE>

                               POWERS OF ATTORNEY

     Each person whose signature appears below hereby appoints Thomas M. Zurek,
Robert F. Herbert, Jr. and Pauletta P. Cohn and each of them, any one of whom
may act without the joinder of the others, as his/her  attorney-in-fact  to sign
on his/her behalf and in the capacity stated below and to file all amendments to
this amended Registration Statement, which amendment or amendments may make such
changes and additions to this amended Registration Statement as such attorney-
in-fact may deem necessary or appropriate.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
American General Life Insurance Company Separate Account VL-R, has duly caused
this amended registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Houston, and State of Texas, on the 26th day of
May, 1999.

                              THE UNITED STATES LIFE INSURANCE
                              COMPANY IN THE CITY OF NEW YORK
                              SEPARATE ACCOUNT USL VL-R
                              (Registrant)

                              BY:   THE UNITED STATES LIFE INSURANCE
                                    COMPANY IN THE CITY OF NEW YORK
                                    (On behalf of the Registrant and itself)


                                    BY:   /s/ ROBERT F. HERBERT, JR.
                                        --------------------------------
                                           Robert F. Herbert, Jr.
                                           Senior Vice President
[SEAL]
ATTEST:         /s/ PAULETTA P. COHN
             -----------------------------------
                  Pauletta P. Cohn,
                  Secretary

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

Signature                             Title                          Date
- ---------                             -----                          ----


/s/ DAVID J. DIETZ           Principal Executive Officer            May 26, 1999
- --------------------------         and Director
(David J. Dietz)



/s/ ROBERT F. HERBERT, JR.     Principal Financial and              May 26, 1999
- --------------------------       Accounting Officer
(Robert F. Herbert, Jr. )           and Director


                                      II-5
<PAGE>

      Signature                      Title           Date
      ---------                      -----           ----


/s/ WILLIAM A. BACAS                Director       May 26, 1999
- -------------------------------
(William A. Bacas)



/s/ JOHN R. CORCORAN                Director       May 26, 1999
- ------------------------------
(John R. Corcoran)



/s/ FELIX C. CURCURU                Director       May 26, 1999
- ----------------------------------
(Felix C. Curcuru)



/s/  WILLIAM M. KEELER              Director       May 26, 1999
- ---------------------------------
(William M. Keeler)



/s/ DR. PATRICIA O. EWERS           Director       May 26, 1999
- --------------------------------
(Dr. Patricia O. Ewers)



/s/ THOMAS H. FOX                   Director       May 26, 1999
- --------------------------------
(Thomas H. Fox)



/s/ DAVID A. FRAVEL                 Director       May 26, 1999
- --------------------------------
(David A. Fravel)





                                    Director       May __, 1999
- ---------------------------------
(Rodney O. Martin, Jr. )



/s/ JON P. NEWTON                   Director       May 26, 1999
- ---------------------------------
(Jon P. Newton)

                                      II-6
<PAGE>

      Signature                      Title           Date
      ---------                      -----           ----


/s/ WILLIAM J. O'HARA, JR.          Director       May 26, 1999
- ----------------------------------
(William J. O'Hara, Jr. )



/s/ GARY D. REDDICK                 Director       May 26, 1999
- ----------------------------------
(Gary D. Reddick)



/s/ GEORGE B. TROTTA                Director       May 26, 1999
- ----------------------------------
(George B. Trotta)



/s/ R. STEPHEN WATSON               Director       May 26, 1999
- -----------------------------------
(R. Stephen Watson)

                                      II-7
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

The following exhibits:

  1. Exhibits required by Article IX, paragraph A of Form N-8B-2:

     (1)(a)     The United States Life Insurance Company in the City of New York
                Board of Directors resolution authorizing the establishment of
                The United States Life Insurance Company in the City of New York
                Separate  Account USL VL-R and among other things the marketing
                of variable life products in New York.  (Filed herewith)

     (1)(b)     Resolutions of Board of Directors of The United States Life
                Insurance Company in the City of New York authorizing the
                establishment of variable life insurance standards of
                suitability and conduct. (4)

     (2)        Not applicable.

     (3)(a)(i)  Participation Agreement by and among The United States Life
                Insurance Company in the City of New York, American General
                Securities Incorporated, Van Kampen Life Investment Trust, Van
                Kampen Asset Management, Inc., and Van Kampen Distributors, Inc.
                (2)

     (3)(a)(ii) Participation Agreement by and among The United States Life
                Insurance Company in the City of New York, Morgan Stanley
                Universal Funds, Inc., Morgan Stanley Asset Management, Inc.,
                and Miller Anderson & Sherrerd. (2)

     (3)(b)     Specimen form of Selling Group Agreement by and among The United
                States Life Insurance Company in the City of New York, and
                American General Securities Incorporated, and Selling Group
                Member.  (3)

     (3)(c)     Schedule of Commissions (incorporated by reference from the text
                included under the heading "Distribution of the Policies" in the
                prospectus that is filed as part of this Registration
                Statement).

     (4)        Not applicable.

     (5)        Specimen form of the "Platinum Investor" Variable Universal Life
                Insurance Policy (Policy Form No. 97600N). (Filed herewith)

     (6)(a)     Copy of the Charter and all amendments thereto of The United
                States Life Insurance Company in the City of New York).  (1)

     (6)(b)     Copy of the Bylaws, as amended, of The United States Life
                Insurance Company in the City of New York).  (1)

     (7)        Not applicable.

                                      E-1
<PAGE>

     (8)        Participation Agreements with Fund Companies.  (4)

     (9)        Not applicable

     (10)(a)    Specimen form of application for life insurance issued by USL.
                (Filed herewith)

     (10)(b)    Specimen form of supplemental application for variable life
                insurance issued by USL on Policy Form No. 97600N.  (Filed
                herewith)

     (10)(c)    Service Request Form for Home Office. (Filed herewith)

 Other Exhibits

      2(a)      Opinion and Consent of Pauletta P. Cohn, Associate General
                Counsel.  (4)

      2(b)      Opinion and Consent of USL's actuary.  (4)

      3         Not applicable.

      4         Not applicable.

      5         Financial Data Schedule. (Not applicable.)

      6         Consent of Independent Auditors.  (4)

      7         Powers of Attorney (Filed with Signature Pages.)

      27        Financial Data Schedule.  (Inapplicable, because no financial
                statements of the Separate Account are being filed herewith)

/1/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-63673) of The United States Life Insurance
Company in the City of New York Separate Account VA-R on September 18, 1998.

/2/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form N-4 Registration Statement (File No. 333-63673) of The United States
Life Insurance Company in the City of New York Separate Account VA-R on May 26,
1999.

/3 /Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form N-4 Registration Statement (File No. 333-63843) of The United States
Life Insurance Company in the City of New York Separate Account VA-R on May 27,
1999.

/4/ To be filed by amendment.



                                      E-2

<PAGE>

                                                                    EXHIBIT 1(a)

The United States Life Insurance Company in the City of New York (USL)

Date:     August 8, 1997

Subject:  Registered Separate Account for Variable Life Insurance; Approval of

Purpose:  USL management has decided to develop and market variable life
          insurance products including but not limited to variable life
          registered products.  Accordingly, the Board of Directors will be
          informed that it is necessary to establish a registered separate
          account to facilitate the sale of these variable life registered
          products.  Therefore, the following resolutions will be presented for
          adoption.

                    RESOLUTIONS FOR THE ESTABLISHMENT OF A
                       VARIABLE LIFE REGISTERED SEPARATE
                                    ACCOUNT

               WHEREAS, the management of USL has determined that USL shall take
          the necessary steps to (i) develop a variable life insurance marketing
          program, (ii) obtain variable life certificate of authority in every
          state in which USL is authorized to transact business, and (iii)
          enable USL to issue variable life contracts and certificates;

               NOW THEREFORE BE IT RESOLVED, that USL, pursuant to the
          provisions of New York  Insurance Law (S) 4240, 11 NYCRR 50.3 and 11
          NYCRR 54.3 , hereby establishes a variable life registered separate
          account to be designated "The United States Life Insurance Company in
          the City of New York Separate Account USL VL-R," (hereinafter "the
          Separate Account") for the following use and purposes, and subject to
          such conditions as hereinafter set forth; and

               BE IT FURTHER RESOLVED, that the Separate Account is established
          for the purpose of providing for the issuance by USL of such variable
          life or such other contracts or certificates ("Contracts") as the
          Chief Executive Officer or his designated representative may designate
          for such purpose and shall constitute a Separate Account into which
          are allocated amounts paid to or held by USL under such Contracts; and

               BE IT FURTHER RESOLVED, that pursuant to the statutes referenced
          above, (a) the income, gains and losses, whether or not realized, from
          assets allocated to the Separate Account shall be credited to or
          charged against the Separate Account, in accordance with the
          Contracts, without regard to other income, gains, or losses
<PAGE>

          of USL, with assets attributable to the Contracts to be held and
          applied exclusively for the benefit of the Contract owners; (b) the
          value of the Contracts, or any portion thereof, or any unit of
          interest or participation therein, shall vary according to the
          investment experience of the Separate Account; (c) the assets of the
          Separate Account shall be legally segregated from the general account
          assets of USL, and USL shall maintain in the Separate Account assets
          with a value at least equal to the greater of the valuation reserves
          for the variable portion of the Contracts or the benefit base for such
          policies and other Contract liabilities with respect to the Separate
          Account; (d) that portion of such assets having a value equal to, or
          approximately equal to, such reserves and Contract liabilities shall
          not be chargeable with liabilities arising out of any other business
          which USL may conduct; and (e) the assets of the Separate Account
          shall be valued at least as often as variable benefits are determined
          but in any event at least monthly; and

               BE IT FURTHER RESOLVED, that the fundamental investment policy of
          the Separate Account shall be to invest or reinvest the assets of the
          Separate Account in securities issued by investment companies
          registered under the Investment Company Act of 1940, as amended, as
          USL designates pursuant to the provisions of the Contracts; and

               BE IT FURTHER RESOLVED, that multiple investment divisions be,
          and hereby are, established within the Separate Account to which net
          payments under the Contracts will be allocated in accordance with
          instructions received from Contract owners, and that the Chief
          Executive Officer or his designated representative be, and hereby is,
          subject to applicable state insurance regulatory approval, authorized
          to increase or decrease the number of investment divisions in the
          Separate Account as deemed necessary or appropriate; and

               BE IT FURTHER RESOLVED, that each such investment division shall
          invest only in the shares of a single mutual fund or a single mutual
          fund portfolio of an investment Corporation organized as a series fund
          pursuant to the Investment Company Act of 1940; and

               BE IT FURTHER RESOLVED, that the Chief Executive Officer,
          President and Treasurer be, and they hereby are, authorized, subject
          to applicable state insurance regulatory approval, to deposit such
          amount in the Separate Account or in each investment division

                                       2
<PAGE>

          thereof as may be necessary or appropriate to facilitate the
          commencement of the Separate Account's operations; and

               BE IT FURTHER RESOLVED, that the Chief Executive Officer of USL
          or his designated representative be, and hereby is, authorized to
          change the designation of the Separate Account to such other
          designation as the Chief Executive Offer may deem necessary or
          appropriate; and

               BE IT FURTHER RESOLVED, that the appropriate officers of USL,
          with such assistance from USL's auditors, legal counsel and
          independent consultants or others as they may require, be, and they
          hereby are, authorized and directed to take all action necessary to:
          (i) register the Separate Account as a unit investment trust under the
          Investment Company Act of 1940, as amended; (ii) register the
          Contracts in such amounts, which may be an indefinite amount, as the
          officers of USL shall from time to time deem appropriate under the
          Securities Act of 1933; and (iii) take all other actions which are
          necessary in connection with the offering of said Contracts for sale
          and the operation of the Separate Account in order to comply with the
          Investment Company Act of 1940, the Securities Exchange Act of 1934,
          the Securities Act of 1933, and other applicable federal laws,
          including the filings of any amendments to registration statements,
          any undertakings, and any applications for exemptions from the
          Investment Company Act of 1940 or other applicable federal laws as the
          officers of USL shall deem necessary or appropriate; and

               BE IT FURTHER RESOLVED, that the appropriate officers of USL be,
          and they hereby are, authorized on behalf of the Separate Account and
          on behalf of USL to take any and all action that they may deem
          necessary or advisable in order to sell the Contracts, including any
          registrations, filings and qualifications of USL, its officers, agents
          and employees, and the entering into contracts under the insurance and
          securities laws of any of the states of the United States of America
          or other jurisdictions, and in connection therewith, to prepare,
          execute, deliver and file all such applications, reports, covenants,
          resolutions, applications for exemptions, consents to service of
          process and other papers and instruments as may be required under such
          laws, and to take any and all further action which said officers or
          counsel of USL may deem necessary or desirable (including entering
          into whatever agreements and contracts may be necessary) in order to
          maintain such registrations or qualifications for as long as said
          officers or counsel deem them to be in the best interests of the
          Separate Account and USL; and

                                       3
<PAGE>

               BE IT FURTHER RESOLVED, that the Chief Executive Officer of USL
          or his designated representative be, and hereby is, authorized to
          establish criteria by which USL shall institute procedures to provide
          for a pass-through of voting rights to the owners of such Contracts as
          required by the applicable laws with respect to securities owned by
          the Separate Account; and

               BE IT FURTHER RESOLVED, that the General Counsel for USL be, and
          hereby is, authorized in the names of and on behalf of the Separate
          Account and USL to execute and file irrevocable written consents on
          the part of the Separate Account and of USL to be used in such states
          wherein such consents to service of process may be requisite under the
          laws therein in connection with said Contracts and to appoint the
          appropriate state official, or such other person as may be allowed by
          said laws, agent of the Separate Account and of USL for the purpose of
          receiving and accepting process; and

               BE IT FURTHER RESOLVED, that the Chief Executive Officer of USL
          or his designated representative be, and hereby is, authorized,
          subject to applicable state insurance regulatory approval, to execute
          such agreement or agreements on such terms and subject to such
          modifications as deemed necessary or appropriate (i) with a qualified
          entity that will be appointed principal underwriter and distributor
          for the Contracts, and (ii) with one or more qualified banks or other
          qualified entities to provide administrative and/or custodial services
          in connection with the establishment and maintenance of the Separate
          Account and the design, issuance, and administration of the Contracts;
          and

               BE IT FURTHER RESOLVED, that the appropriate officers of USL are
          hereby authorized to execute whatever agreement or agreements as may
          be necessary or appropriate to enable such investments on behalf of
          the Separate Account to be made; and

               BE IT FURTHER RESOLVED, that the Chief Executive of USL or his
          designated representative be, and hereby is, subject to applicable
          state insurance regulatory approval, authorized to establish and
          designate additional variable life registered separate accounts, in
          accordance with the provisions (statutory and otherwise) set forth in
          these resolutions, as the Chief Executive Officer of USL or his
          designated representative may deem necessary or appropriate in order
          to accommodate and provide for alternative investment strategies and
          policies for variable life registered contracts or certificates that
          cannot be accommodated by or provided for through Separate Account USL
          VL-R; and

                                       4
<PAGE>

               BE IT FURTHER RESOLVED, that the appropriate officers of USL, and
          each of them, are hereby authorized to execute and deliver all such
          documents and papers and to do or cause to be done all such acts and
          things as they may deem necessary or desirable to carry out the
          foregoing resolutions and the intent and purposes thereof.

                                       5

<PAGE>

                                                                       EXHIBIT 5
                    THE UNITED STATES LIFE Insurance Company
                            In the City of New York

Home Office:
New York, New York

125 Maiden Lane            JOHN DOE
New York, NY 10038-4992    POLICY NUMBER: Al 0000000L

1-800-251-3720

WE WILL PAY THE DEATH BENEFIT PROCEEDS to the Beneficiary if the Insured dies
prior to the Maturity Date and while this policy is in force.  Payment will be
made after We receive due proof of the Insured's death, and will be subject to
the terms of this policy.

WE WILL PAY THE CASH SURRENDER VALUE of this policy to the Owner on the Maturity
Date if the Insured is living on that date.

THE DEATH BENEFIT WILL BE DETERMINED IN ACCORDANCE WITH THE DEATH BENEFIT AND
DEATH BENEFIT OPTIONS PROVISION.  THE AMOUNT OR DURATION OF THE DEATH BENEFIT
PROCEEDS AND THE CASH VALUES PROVIDED BY THIS POLICY WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,  ARE VARIABLE, MAY INCREASE OR
DECREASE, AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

The consideration for this policy is the application and payment of the first
premium.  The first premium must be paid on or before delivery of this policy.

This is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.  An adjustable Death
Benefit is payable upon the Insured's death prior to the Maturity Date.
Investment results are reflected in policy benefits.  ACCUMULATION VALUES and
CASH VALUES are flexible and will be based on the amount and frequency of
premiums paid and the investment results of the Separate Account.
NONPARTICIPATING-NOT ELIGIBLE FOR DIVIDENDS.

                   NOTICE OF TEN DAY RIGHT TO EXAMINE POLICY

YOU MAY RETURN THIS POLICY WITHIN 10 DAYS AFTER DELIVERY IF YOU ARE NOT
SATISFIED WITH IT FOR ANY REASON.  THE POLICY MAY BE RETURNED TO US OR TO THE
REGISTERED REPRESENTATIVE THROUGH WHOM IT WAS PURCHASED.  UPON SURRENDER OF THIS
POLICY WITHIN THE 10 DAY PERIOD, IT WILL BE DEEMED VOID FROM THE DATE OF ISSUE,
AND WE WILL REFUND THE GREATER OF: (1) THE ACCUMULATION VALUE ON THE DATE OF
SURRENDER PLUS ANY TAXES OR CHARGES THAT MAY HAVE BEEN DEDUCTED; OR (2) THE SUM
OF ALL PREMIUMS RECEIVED BY THE COMPANY.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.



                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           READ YOUR POLICY CAREFULLY

97600N
<PAGE>

                                     INDEX

<TABLE>
<CAPTION>

<S>                                          <C>     <C>                                   <C>
Allocation of Policy Deductions                 3B   General Account                        9
Allocation of Net Premiums                      3B   General Provisions                    18
Annual Report                                   19   Grace Period                          12
Automatic Rebalancing                           14   Incontestability                      18
Beneficiary and Proceeds                        16   Investment Advisor, Change of          9
Cash Surrender Value                            10   Investments of the Separate Account    8
Cash Value                                      10   Maturity Date                          3
Changing Your Insurance Policy                   7   Owner                                  5
   Change of Ownership or Beneficiary           16   Payment Options                       17
   Changing the Death Benefit Option             7   Policy Loans                          15
   Changing the Specified Amount                 7   Policy Values                          9
Contract                                         5   Premium Class                          2
Cost of Insurance Rate Table                    21   Premium Payment                        5
Date of Issue                                  3,5   Separate Account                       7
Death Benefit and Death Benefit Options          6   Surrender, Full and Partial           12
Dollar Cost Averaging                           14   Transfer Provision                    13
Expense Charges                                      Valuation of Assets                    8
   Monthly Administration Fee                3A,11   Valuation Dates                        8
   Premium Expense Charge                       3A   Valuation Units                        8
   Premium Tax                                  3A
</TABLE>

COMPANY REFERENCE. We, Our, Us, or Company means The United States Life
Insurance Company In the City of New York.

YOU, YOUR. The words You or Your mean the Owner of this policy.

HOME OFFICE.  Our office at 125 Maiden Lane, New York, N.Y. 10038-4992.

ADMINISTRATIVE CENTER.  Our service center to which you should direct all
requests, instructions and other communications.  Our Administrative Center is
located at 2727-A Allen Parkway,  Houston, Texas 77019-2191.  The mailintg
address for services is P.O. Box 4880, Houston, Texas 77210-4880.  The mailing
address for premium payments is ______________.

WRITTEN, IN WRITING.  A written request or notice in acceptable form and
content, which is signed and dated, and received at Our Administration Center.

PREMIUM CLASS.  The Premium Class of this policy is shown on Page 3 as one or a
combination of the following terms:

SELECT.  The term "Select" means the Insured qualifies as a better than average
mortality risk.

PREFERRED.  The term "Preferred" means the cost of insurance is based on the
Insured being a non-user of tobacco.

STANDARD.  The term "Standard" means the cost of insurance is based on the
Insured being a tobacco user.

JUVENILE. All policies issued to Insureds at issue age 17 or less are designated
as "Juvenile".  This means that cost of insurance rates stated in the policy for
insurance ages 18 and above are Standard rates. (Rates are not classified on the
basis of the Insured being a user or non-user of tobacco at ages 0 through 17.)

SPECIAL.  The term "Special" means an extra premium is being charged due to the
Insured's health, occupation or avocation.

RATES ON POLICY ANNIVERSARY NEAREST INSURED'S 18TH BIRTHDAY (FOR INSURED'S AGE
17 OR LESS ON DATE OF ISSUE).  If the Insured's age, nearest birthday, is 17 or
less on the Date of Issue of this policy, Standard rates will be used starting
on the policy anniversary nearest the Insured's 18th birthday, except as
follows. Prior to the anniversary nearest the Insured's 18th birthday, a written
statement, signed by the Insured, may be submitted to the Company requesting
that Preferred rates be made effective.  The statement must include the date the
Insured last used tobacco, or state that the Insured as never used tobacco,
whichever applies.   If the request is approved, Preferred rates will be made
effective on the policy anniversary nearest the Insured's 18th birthday.
Otherwise, Standard rates will apply.  We will send a notice to the Owner at
least 30 days prior to the policy anniversary nearest the Insured's 18th
birthday that an application for Preferred rates may be submitted.

                                     NOTICE
                    This Policy Is A Legal Contract Between
                       The Policy Owner And The Company.
97600N                               Page 2
<PAGE>

                                POLICY SCHEDULE


BASIC POLICY                     MONTHLY COST           YEARS PAYABLE

   VARIABLE LIFE                 SEE PAGE 21                  65


ADDITIONAL BENEFITS PROVIDED BY RIDERS

   NONE


PREMIUM CLASS:                                        PREFERRED
INITIAL PREMIUM:                                      $1,504.60
PLANNED PERIODIC PREMIUM:                             $1,504.60 PAYABLE ANNUALLY
MONTHLY DEDUCTION DAY:                       1ST DAY OF EACH MONTH

MINIMUM DEATH BENEFIT AMOUNT (AFTER
   A DECREASE IN SPECIFIED AMOUNT)                $ 100,000
MINIMUM PARTIAL SURRENDER                         $  500.00
MINIMUM VALUE THAT MAY BE RETAINED IN A
   DIVISION AFTER A PARTIAL SURRENDER             $  500.00
GUARANTEED INTEREST RATE                          4.0%


ANY CHANGES IN THE AMOUNT, TIMING OR FREQUENCY OF PREMIUM PAYMENTS, ADJUSTMENTS
IN THE CREDITING OF ADDITIONAL INTEREST, ADJUSTMENTS IN MORTALITY OR EXPENSE
CHARGES, LOANS OR PARTIAL SURRENDERS TAKEN, COST OF SUPPLEMENTARY RIDERS, OR
ADJUSTMENTS TO THE DEATH BENEFIT MAY VARY THE ACCUMULATION OF CASH VALUES AND
MAY REQUIRE MORE PREMIUM TO BE PAID THAN WAS ILLUSTRATED OR MAY CAUSE THE POLICY
TO LAPSE PRIOR TO THE MATURITY DATE.



INSURED:                       JOHN DOE   POLICY NUMBER:        0000000000

INSURANCE AGE:                       35   DATE OF ISSUE:   JANUARY 1, 1998

INITIAL SPECIFIED AMOUNT:      $100,000   MATURITY DATE:   JANUARY 1, 2063

DEATH BENEFIT OPTION:          1          THIS IS A (SEX DISTINCT) POLICY



                         THIS IS A (STATE NAME) POLICY

                                     PAGE 3
97600N
<PAGE>

              POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000


CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT

   MORTALITY AND EXPENSE CHARGE.   DEDUCTIONS FROM THE SEPARATE ACCOUNT WILL BE
       MADE AT AN ANNUAL RATE NOT TO EXCEED 0.75%.  AFTER THE 10TH POLICY
       ANNIVERSARY, THE ANNUAL RATE WILL NOT EXCEED 0.50%.  AFTER THE 20TH
       POLICY ANNIVERSARY, THE ANNUAL RATE WILL NOT EXCEED 0.25%.  THE CURRENT
       RATE ON THE DATE OF ISSUE IS [0.75%].  THE ACTUAL DEDUCTION WILL BE MADE
       ON A DAILY BASIS. THE CURRENT RATE ON A DAILY BASIS IS [.002055%].

EXPENSE CHARGES

   PREMIUM EXPENSE CHARGE:               CURRENT   GUARANTEED
   ADJUSTABLE PREMIUM EXPENSE CHARGE
        PERCENTAGE:                       [2.5%]      5.0%

   PREMIUM TAX (IF APPLICABLE).  DEPENDING ON THE LAWS OF THE JURISDICTION IN
       WHICH THIS   POLICY WAS ISSUED, A PERCENTAGE OF EACH PREMIUM MAY BE
       DEDUCTED FOR PREMIUM TAX.  THE PREMIUM TAX RATE FOR THIS POLICY IS [0%].

   MONTHLY ADMINISTRATION FEE:           CURRENT   GUARANTEED
                                          [$6.00]     $12.00

BASIC POLICY CHARGES AND FEES

   COST OF INSURANCE CHARGES.  GUARANTEED MAXIMUM COST OF INSURANCE RATES
        PER $1,000 OF NET AMOUNT AT RISK ARE SHOWN ON PAGE 21.

   SURRENDER CHARGES.  A SURRENDER CHARGE WILL BE SUBTRACTED FROM YOUR
   ACCUMULATION VALUE IF THIS POLICY IS SURRENDERED OR THE INITIAL SPECIFIED
   AMOUNT IS REDUCED DURING THE FIRST TEN POLICY YEARS, OR DURING THE FIRST TEN
   YEARS FOLLOWING AN INCREASE IN SPECIFIED AMOUNT.  THE TABLE OF SURRENDER
   CHARGES WILL BE FOUND ON PAGES 23 AND 24.  MAXIMUM CHARGE FOR EACH PARTIAL
   SURRENDER WILL BE THE LESSER OF 5% OF THE AMOUNT WITHDRAWN OR $25.00.



                                    PAGE 3A
97600N
<PAGE>

<TABLE>
<CAPTION>


              POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000

            INITIAL ALLOCATION OF NET PREMIUMS AND POLICY DEDUCTIONS

INVESTMENT OPTIONS                                       INITIAL ALLOCATION        INITIAL ALLOCATIONS
                                                          OF NET PREMIUMS           OF POLICY DEDUCTIONS

GENERAL ACCOUNT:
[(125) USL Declared Fixed Interest Account                            100%   100%]

SEPARATE ACCOUNT: [USL VL-R]
<S>     <C>     <C>                                                     <C>     <C>
       [(126)   AIM V.I. International Equity                           0%       0%
        (127)   AIM V.I. Value                                          0%       0%
        (128)   International Equities                                  0%       0%
        (129)   MidCap Index                                            0%       0%
        (130)   Money Market                                            0%       0%
        (131)   Stock Index                                             0%       0%
        (132)   Quality Bond                                            0%       0%
        (133)   Small Cap                                               0%       0%
        (134)   MFS Emerging Growth                                     0%       0%
        (135)   Equity Growth                                           0%       0%
        (136)   High Yield                                              0%       0%
        (137)   Putnam VT Diversified Income                            0%       0%
        (138)   Putnam VT Growth and Income                             0%       0%
        (139)   Putnam VT International Growth and Income               0%       0%
        (140)   Equity                                                  0%       0%
        (141)   Growth                                                  0%       0%
        (142)   Strategic Stock                                         0%       0%]
</TABLE>



97600N                         Page 3B
<PAGE>

            INVESTMENT OBJECTIVES OF THE SEPARATE ACCOUNT PORTFOLIOS

A brief description of each Separate Account Portfolio's investment objective
follows.  However, no investment allocation should be made without referring to
the appropriate prospectus which describes each Portfolio in detail.

                       AIM VARIABLE INSURANCE FUNDS, INC.

The AIM fund is an open-end diversified investment management investment company
which will offer shares in two separate funds.

1. AIM V.I. INTERNATIONAL EQUITY FUND.  The Fund seeks to provide long-term
growth of capital by investing in a diversified portfolio of international
equity securities, the issuers of which are considered by the Adviser to have
strong earnings momentum.

2.  AIM V.I. VALUE FUND.   The Fund seeks to achieve long-term growth of capital
 by investing primarily in equity securities judged by the Adviser to be
 undervalued relative to the current or projected earnings of the companies
 issuing the securities, or relative to current market values of assets owned by
 the companies issuing the securities or relative to the equity market
 generally.

               AMERICAN GENERAL SERIES PORTFOLIO COMPANY (AGSPC)

The AGSPC Fund is an open-end diversified investment management company which
will offer shares in four separate funds.

1.  INTERNATIONAL EQUITIES FUND.  The Fund seeks to provide long-term growth of
 capital through investments primarily in a diversified portfolio of equity and
 equity related securities of foreign issuers that, as a group, are expected to
 provide investment results closely corresponding to the performance of the
 Morgan Stanley Capital International, Europe, Australasia and the Far East
 Index (the "EAFE Index").

2.  MIDCAP INDEX FUND.  The Fund seeks to provide growth of capital through
 investments primarily in a diversified portfolio of common stocks that, as a
 group, are expected to provide investment results closely corresponding to the
 performance of the Standard & Poor's MidCap 400 Index (the "S&P MidCap 400
 Index").

3. MONEY MARKET FUND. The Fund seeks liquidity, protection of capital and
 current income through investments in short term money market securities.  The
 Fund uses 95% of its assets to buy short-term securities that are rated within
 the highest rating category for short-term debt obligations by at least two
 nationally recognized rating services or unrated securities of comparable
 investment quality.

4.  STOCK INDEX.  The Fund seeks long-term capital growth through investment in
 common stocks. That, as a group, are expected to provide investment results
 closely corresponding to the performance of the Standard & Poor's 500 Stock
 Index (the "S&P 500 Index").

                       DREYFUS VARIABLE INVESTMENT FUND

The Dreyfus Fund is an open-end diversified investment management company which
will offer shares in two separate Funds.  The Dreyfus Corporation serves as the
investment adviser for each of the two funds.

1.  QUALITY BOND PORTFOLIO.  The Fund seeks to provide maximum amount current
 income to the extent consistent with the preservation of capital and the
 maintenance of liquidity.  The Fund invests primarily in debt obligations of
 corporations, the U.S. government and its agencies and instrumentalities, and
 major U.S. banking institutions.

97600N                         Page 3C
<PAGE>

2.  SMALL CAP PORTFOLIO.  The Fund seeks to maximize capital appreciation.  The
 Fund seeks out companies that the Adviser believes have the potential for
 significant growth.  During periods the Adviser judges to be of market
 strength, the Fund will act aggressively to increase shareholders' capital by
 investing principally in common stocks of domestic and foreign issuers.


        MASSACHUSETTS FINANCIAL SERVICES (MFS) VARIABLE INSURANCE TRUST

The MFS Trust is an open-end diversified investment management company which
will offer shares in one separate Fund.  Massachusetts Financial Services
Company serves as the investment adviser for the Fund.

MFS EMERGING GROWTH SERIES.  The fund seeks to provide long-term growth of
capital.  The Fund's policy is to invest at least 80 percent of its net assets
under normal circumstances in common stocks of companies that the Adviser
believes are early in their life cycle but which have the potential to become
major enterprises (emerging growth companies).

               MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.

The Morgan Stanley Dean Witter Fund is an open-end diversified investment
management company which will offer shares in two separate Funds.  Morgan
Stanley Dean Witter Investment Management Inc. is the investment adviser for the
Equity Growth Fund. Miller Anderson & Sherrerd is the investment adviser for the
High Yield Portfolio.

1.  EQUITY GROWTH PORTFOLIO.  The Fund seeks long-term capital appreciation by
 investing primarily in common and preferred stocks, convertible securities,
 rights and warrants to purchase common stocks, depository receipts and other
 equity securities.  Under normal circumstances, the Fund will invest at least
 65 percent of its total assets in equity securities.

2.  HIGH YIELD PORTFOLIO.  The Fund seeks above average return over a market
 cycle of three to five years by investing at least 65 percent of its total
 assets in high yield securities of U.S. and foreign issuers including corporate
 bonds and other fixed income securities.

                             PUTNAM VARIABLE TRUST

The Putnam Trust is an open-end diversified investment management company which
will offer shares in three separate Funds.  Putnam Investment Management, Inc.
Serves as the investment adviser for each of the three funds.

1. PUTNAM VT DIVERSIFIED INCOME FUND.  The Fund seeks high current income
 consistent with capital preservation.  The Fund pursues its investment
 objective by allocating its investments among the following three sectors of
 the fixed income securities markets: (a) a U.S. Government Sector consisting
 primarily of debt obligations of the U.S. Government; (b) a High Yield Sector
 consisting of high-yielding, lower-rated, higher-risk U.S. and foreign fixed-
 income securities; and (c) an International Sector, consisting of obligations
 of foreign governments.

2. PUTNAM VT GROWTH AND INCOME FUND.  The Fund seeks capital growth and current
 income as its investment objectives.  It invests primarily in common stocks
 that offer potential for capital growth, current income or both.

3.  PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND.  The Fund seeks capital
 growth. Current income is a secondary objective. The Fund will invest primarily
 in common stocks that offer potential for capital growth, and may invest in
 stocks that offer potential for current income.

97600N                         Page 3D
<PAGE>

                    SAFECO RESOURCES SERIES TRUST

The SAFECO Trust is an open-end diversified investment management company which
will offer shares in two separate Funds.  SAFECO Asset Management Company serves
as the investment adviser for each of the two funds.

1. EQUITY PORTFOLIO.  The Fund seeks long term growth of capital and reasonable
 current income.  The Fund does not seek to achieve both growth and income with
 every portfolio security investment.  It attempts to achieve a reasonable
 balance between growth and income on an overall basis.

2. GROWTH PORTFOLIO.  The Fund seeks growth of capital and the increased income
 that ordinarily follows from such growth.  The Fund ordinarily invests most of
 its assets in common stock selected for potential appreciation.

                        VAN KAMPEN LIFE INVESTMENT TRUST

The Van Kampen Trust is an open-end diversified investment management company
which will offer shares in one separate Fund.  Van Kampen Asset Management, Inc.
serves as the investment adviser for the Fund.

STRATEGIC STOCK PORTFOLIO. The Fund seeks an above average total return through
a combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital. The Fund invests primarily in
dividend paying equity securities of companies included in the Dow Jones
Industrial Average or in the Morgan Stanley Capital International Index.



97600N                         Page 3E
<PAGE>

                       THIS PAGE INTENTIONALLY LEFT BLANK



97600N                          Page 4
<PAGE>

CONTRACT.  Your policy is a legal contract that You have entered into with Us.
You have paid the first premium and have submitted an application, a copy of
which is attached.  In return, We promise to provide the insurance coverage
described in this policy.

The entire contract consists of:

1.  The basic policy;
2.  The riders that add benefits to the basic policy, if any;
3.  Endorsements, if any; and
4.  The attached copy of Your application, and any amendments or supplemental
    applications.

DATE OF ISSUE.  The Date of Issue of this policy is the date from which the
first policy charges are due. The Date of Issue is also the date from which all
policy years, anniversaries, and monthly deduction dates are determined.

OWNER.  The Owner is as stated in the application unless later changed.  During
the Insured's lifetime, the Owner may exercise every right the policy confers or
we allow subject to the rights of any assignee of record, and to any endorsement
on this policy limiting such rights.  You can have Joint Owners of the policy.
In that case, the authorization of both Joint Owners is required for all policy
changes except for transfers, premium allocations and deduction allocations.  We
will accept the authorization of either Joint Owner for transfers and changes in
premium and deduction allocations.  The Owner and the Insured can be the same
person but do not have to be.  If the Owner dies while the policy is in force
and the Insured is living, ownership rights pass on to a successor owner, if
any, or to the estate of the Owner.

                                PREMIUM PAYMENTS

All premiums after the first are payable in advance.  Premium payments are
flexible.  This means You may choose the amount and frequency of payments.

The actual amount and frequency of premium payments will affect the Cash Values
and the amount and duration of insurance.  Please refer to the Policy Values
Provision for a detailed explanation.

PLANNED PERIODIC PREMIUMS.  The amount and frequency of the Planned Periodic
Premiums You selected are shown on page 3. You may request a change in the
amount and frequency.  We may limit the amount of any increase. (See Maximum
Premium).

UNSCHEDULED ADDITIONAL PREMIUMS.  You may pay additional premiums at any time
before the Maturity Date shown on page 3. We may limit the number and amount of
additional premiums.  (See Maximum Premium).

Additional premiums that cause the Death Benefit to increase more than the
Accumulation Value will require a supplemental application and insurability
satisfactory to Us.  Any unscheduled payments will be applied as an Unscheduled
Additional Premium unless you specifically state otherwise.

MAXIMUM PREMIUM.  The sum of the premiums paid under this policy may not exceed
the guideline premium limitation as defined by Section 7702, Internal Revenue
Code of 1986 (or as later amended). Any portion of any premium paid which is
determined to be in excess of the limit will be refunded.

PREMIUM EXPENSE CHARGE.  The Premium Expense Charge is calculated by multiplying
the premium paid, after the deduction of any state premium tax, or other
applicable tax charges,  by the Premium Expense Charge Percentage.  The Premium
Expense Charge Percentage is adjustable, but will never be more than the
guaranteed Premium Expense Charge Percentage shown on the Policy Schedule.

NET PREMIUM.  The Net Premium is the premium paid, less any applicable state
premium tax, or other applicable tax charges,  and the Premium Expense Charge.
Any changes to the Premium Tax Charges must be approved by the insurance
official of the state in which this policy is delivered.

97600N                          Page 5
<PAGE>

ALLOCATION OF PREMIUMS.  The initial allocation of Net Premiums is shown on the
Policy Schedule and will remain in effect until changed by Written notice from
the Owner.  The percentage allocation for future Net Premiums may be changed at
any time by Written notice.

The initial Net Premium will be allocated to the Money Market Division on the
later of the following dates:

1.  The Date of Issue; or
2.  The date all requirements needed to place the policy in force have been
    satisfied, including underwriting approval and receipt in Our Administration
    Center of the necessary premium.

The initial Net Premium will remain in the Money Market Division until the first
Valuation Date following the 15th day after it was applied.  Any additional Net
Premiums received prior to the first Valuation date which follows the 15th day
after the initial Net Premium was applied will be allocated to the Money Market
Division until such Valuation Date.  At that time, We will transfer the
Accumulation Value to the selected Investment Option(s).  Each premium received
after such Valuation date will be reduced by any applicable state premium tax or
other applicable tax charges and the Premium Expense Charge and applied directly
to the selected Investment Option(s) as of the Business Day received.

Changes in the allocation will be effective on the date we receive the Owner's
notice.  The allocation may be 100% to any available Division or may be divided
among these options in whole percentage points totaling 100%. We reserve the
right to limit the number of Divisions which you may select.

WHERE TO PAY.  You may make your payments to Us at Our Administration Center or
to an authorized agent.  A receipt signed by an officer of the Company will be
furnished upon request.

                    DEATH BENEFIT AND DEATH BENEFIT OPTIONS

DEATH BENEFIT PROCEEDS.  If the Insured dies prior to the Maturity Date and
while this policy is in force, We will pay the Death Benefit Proceeds to the
Beneficiary.  The Death Benefit Proceeds will be subject to:

1.  The Death Benefit Option in effect on the date of death; and
2.  Any increases or decreases made to the Specified Amount.  The Initial
    Specified Amount is shown on page 3.

Guidelines for changing the Death Benefit Option or the Specified Amount will be
found in the section entitled "Changing Your Insurance Policy."

The Death Benefit Proceeds will be the Death Benefit Amount reduced by any
outstanding policy loan and will be subject to the other provisions of the
"Beneficiary and Proceeds" section.

DEATH BENEFIT OPTION.  The Death Benefit Option which You have chosen is shown
on page 3 as either Option 1 or Option 2.

OPTION 1. If you have chosen Option 1 the Death Benefit Amount will be the
greater of:

1.  The Specified Amount on the date of death; or
2.  The Accumulation Value on the date of death multiplied by the Death Benefit
    Percentage Factor for the Insured's age nearest birthday as shown in the
    table that follows.

OPTION 2. If you have chosen Option 2, the Death Benefit Amount will be the
greater of:

1. The Specified Amount plus the Accumulation Value on the date of death; or
2. The Accumulation Value on the date of death multiplied by the Death Benefit
   Percentage Factor for the Insured's age nearest birthday as shown in the
   table that follows.

97600N                           Page 6
<PAGE>

                   TABLE OF DEATH BENEFIT PERCENTAGE FACTORS
<TABLE>
<CAPTION>

Att'd      Percentage    Att'd   Percentage    Att'd   Percentage    Att'd   Percentage
Age          Factor       Age      Factor       Age      Factor       Age      Factor
<S>        <C>           <C>     <C>           <C>     <C>           <C>     <C>
0-40              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    75-90          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>



97600N
                               Page 6 continued
<PAGE>

                         CHANGING YOUR INSURANCE POLICY

You may request a change in the Specified Amount or Death Benefit Option at any
time except that a decrease in the Specified Amount may not become effective
prior to the end of the first policy year.  Your request must be submitted to
Our Administration Center in writing in a form acceptable to Us.

INCREASING THE SPECIFIED AMOUNT.  We will require a supplemental application and
evidence of insurability satisfactory to Us for any increase in the Specified
Amount.  An increase will be effective on the monthly deduction day on or next
following the date the application for increase is approved by Us. The effective
date will appear in an endorsement to this policy.

DECREASING THE SPECIFIED AMOUNT.  Any decrease will go into effect on the
monthly deduction day following the day We receive the request.  The Death
Benefit Amount remaining in effect after any decrease cannot be less than the
greater of:

1.  The Minimum Death Benefit Amount shown on page 3; or
2.  Any Death Benefit Amount which, upon comparing such amount to the sum of
    premiums already paid, would result in an excess of premium payments. (See
    the "Maximum Premium" provision.)

Any such decrease will be applied in the following order:

1. Against the Specified Amount provided by the most recent increase;
2. Against the next most recent increases successively;
3. Against the Specified Amount provided under the original application.

Any reduction in Specified Amount will be subject to any applicable Surrender
Charges on a pro-rata basis, and the remaining Surrender Charge will be reduced
proportionately.

Surrender Charges will apply to each $1,000 of decrease in Specified Amount.
The Accumulation Value will be reduced by the amount of any Surrender Charge.
However, if such charge would result in a negative Cash Value, the Specified
Amount decrease will not be allowed.

CHANGING THE DEATH BENEFIT OPTION.  You may request a change in the Death
Benefit Option you have chosen.

1 . If You request a change from Option 1 to Option 2: The new Specified Amount
    will be the Specified Amount, prior to change, less the Accumulation Value
    as of the effective date of the change, but not less than zero.
2.  If You request a change from Option 2 to Option 1: The new Specified Amount
    will be the Death Benefit Amount as of the effective date of the change.

We will not require evidence of insurability for a change in the Death Benefit
Option.  The change will go into effect on the monthly deduction day following
the date We receive Your request for change.

CHANGING THE TERMS OF YOUR POLICY.  Any change in Your policy must be approved
by one of Our officers.  No agent has the authority to make any changes or waive
any of the terms of Your policy.

                          SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT.  Separate Account USL VL-R is a segregated investment account
established by the Company under New York  law to separate the assets funding
the variable benefits for the class of policies to which this policy belongs
from the other assets of the Company.  That portion of the assets of the
Separate Account equal to the reserves and other policy liabilities with respect
to the Separate Account shall not be chargeable with liabilities arising out of
any other business We may conduct .  Income, gains and losses, whether or not
realized from assets allocable to the Separate Account, are credited to or
charged against such Account without regard to Our other income, gains or
losses.

97600N                           Page 7
<PAGE>

INVESTMENTS OF THE SEPARATE ACCOUNT.  The Separate Account is segmented into
Divisions.  Each Division invests in a single Investment Option.  Net Premiums
will be applied to the Separate Account and allocated to one or more Divisions.
A brief description of each Division will be found starting on page 3C. The
assets of the Separate Account are invested in the Investment Options listed on
the Policy Schedule Pages.  From time to time, We may add additional Divisions
to those shown on the Policy Schedule pages.  We may also discontinue offering
one or more Divisions.  Any change in Divisions available or selected are shown
on the Policy Schedule or on an amended Policy Schedule.  Any change in
investment selection shall be pursuant to a duly executed change form filed with
Our Administration Center.  Transfers may be made to the additional Divisions
subject to the rules stated in the Transfer Provision and any new rules or
limitations tied to such additional Divisions.

If shares of any of the Investment Options become unavailable for investment by
the Separate Account, or the Company's Board of Directors deems further
investment in these shares inappropriate, the Company may limit further
investment in the shares or may substitute shares of another Investment Option
for shares already purchased under this policy.

VALUATION OF ASSETS.  The assets of the Separate Account are valued as of each
Valuation Date at their fair market value in accordance with Our established
procedures.  The Separate Account Value as of any Valuation Date prior to the
Maturity Date is the sum of Your account values in each Division of the Separate
Account as of that date.

VALUATION UNITS.  In order to determine policy values in the Divisions We use
Valuation Units which are calculated separately for each Division.  The
Valuation Unit value for each Division will vary to reflect the investment
experience of the applicable Investment Option.  The Valuation Unit for a
Division  will be determined on each Valuation Date for the Division by
multiplying the Valuation Unit value for the Division on the preceding Valuation
Date by the Net Investment Factor for that Division for the current Valuation
Date.

The Net Investment Factor for each Division is determined by dividing (1) by (2)
and subtracting (3), where:

(1) is the net asset value per share of the applicable Investment Option as of
    the current Valuation Date plus any per share amount of any dividend or
    capital gains distribution paid by the Investment Option since the last
    Valuation Date; and
(2) is the net asset value per share of the shares held in the Division as
    determined at the end of the previous valuation period; and
(3) is a factor representing the Mortality and Expense Charge.

The net asset value of an investment company's shares held in each investment
division shall be the value reported by Us by that investment company.

VALUATION DATES.  Valuation of the various Divisions will occur on each Business
Day during each month. If the underlying Investment Option is unable to value or
determine the Divisions investment in an Investment Option due to any of the
reasons stated in the "Suspension and Deferral of Payments Provision", the
Valuation Date for the Division with respect to the unvalued portion shall be
the first Business Day that the assets can be valued or determined.

BUSINESS DAY.  A business day is each day that the New York Stock Exchange and
the Company are open for business.  A business day immediately preceded by one
or more non-business calendar days will include those non-business days as part
of that business day.  For example, a business day which falls on a Monday will
consist of a Monday and the immediately preceding Saturday and Sunday.

MINIMUM BALANCE.  If a partial surrender causes the balance in any Division to
drop below $500, the Company reserves the right to transfer the remaining
balance to the Money Market Division.  If a transfer causes the balance in any
Division to drop below $500, the Company reserves the right to transfer the
remaining balance in proportion to the transfer request.

97600N                              Page 8
<PAGE>

CHANGE OF INVESTMENT ADVISOR OR INVESTMENT POLICY.  Unless otherwise required by
law or regulation, the investment advisor or any investment policy may not be
changed without Our consent.  If required, approval of or change of any
investment objective will be filed with the Insurance Department of the state
where this policy is being is delivered.

RIGHTS RESERVED BY US.  Upon notice to You, this policy may be modified by Us,
but only if such modification is necessary to:

1. Operate the Separate Account in any form permitted under the Investment
   Company Act of 1940 or in any other form permitted by law;
2. Transfer any assets in any Division to another Division, or to one or more
   other separate accounts;
3. Add, combine or remove Divisions in the Separate Account, or combine the
   Separate Account with another separate account;
4. Make any new Division available to You on a basis to be determined by Us;
5. Substitute for the shares held in any Division the shares of another Division
   or the shares of another investment company or any other investment permitted
   by law;
6. Make any changes as required by the Internal Revenue Code, or by any other
   applicable law, regulation or interpretation in order to continue treatment
   of this policy as life insurance; or
7. Make any changes required to comply with rules of any Division.

When required by law, We will obtain Your approval of changes and We will gain
approval from any appropriate regulatory authority.

RIGHT TO CONVERT IN THE EVENT OF A MATERIAL CHANGE IN INVESTMENT POLICY.  In the
event there is a material change in the investment policy of the Separate
Account which has been approved by the Superintendent of the New York Department
of Insurance, and You object to such change, You shall have the option to
convert, without evidence of insurability, to a general account fixed benefit
life insurance policy within 60 days after the later of: (1) the effective date
of such change in investment policy; or (2) the receipt of the notice of the
options available.

GENERAL ACCOUNT.  The General Account is a fixed account within Our general
assets which We have established for:

1.  Any amounts transferred from the Divisions as a result of a loan; or
2.  Any amounts allocated by the Owner to such Account.

The General Account is credited with interest at an annual rate of not less than
4%, and is not based on the investment experience of any Division of the
Separate Account.  Interest applied to that portion of the General Account equal
to a policy loan will be at an annual effective rate of not less than 4% nor
more than 4.75%.

                            POLICY VALUES PROVISION

ACCUMULATION VALUE.  The Accumulation Value of Your policy is the total of all
values in the General Account and in the Divisions of the Separate Account.  The
Accumulation Value reflects:

1.    Premiums paid;
2.    Deductions for Premium Expense Charges and all applicable taxes;
3.    Monthly deductions;
4.    The investment experience of the Divisions selected;
5.    The value of amounts allocated to the General Account, including interest
      earned on amounts allocated to the General Account;
6.    Deductions due to partial withdrawals; and
7.    Deductions, if any, resulting from decreases in Specified Amount.

97600N                             Page 9
<PAGE>

Net Premiums are allocated, in accordance with your instructions, to the General
Account or allocated to the selected Divisions of the Separate Account and
converted to Valuation Units.

On each Monthly Deduction day, a Monthly Deduction will be made by reducing the
unloaned portion of the General Account or redeeming Valuation Units from each
applicable Division in the same ratio as the Allocation of Policy Deductions in
effect on the Monthly Deduction day. If the number of Valuation Units in any
Division, or in the unloaned portion of the General Account is insufficient to
make a Monthly Deduction in this manner, We will cancel Valuation Units from
each applicable Division and reduce the unloaned portion of the General Account
in the same ratio the Monthly Deduction bears to the unloaned Accumulation Value
of your policy.

The Accumulation Value in any Division is determined by multiplying the value of
a Valuation Unit by the number of Valuation Units held under the policy in that
Division.

The value of Valuation Units equal to the amount being borrowed from the
Separate Account will be transferred to the General Account as of the Business
Day that the loan request is received In Writing.

Valuation Units are surrendered to reflect a partial surrender as of the
Business Day that the Written request for partial surrender is received.

ON THE DATE OF ISSUE.  The Accumulation Value on the Date of Issue will be
determined as follows:
1. The Net Premium received; less
2. The Monthly Deduction for the first policy month; (See "How We Calculate a
   Monthly Deduction.")

The first deduction day is the Date of Issue.  The Monthly Deduction day is
shown on page 3.

ON EACH DEDUCTION DAY.  On each deduction day after the Date of Issue, we will
determine the Accumulation Value as follows:
1. First, we will take the Accumulation Value as of the last deduction day; and
2. Add the interest earned for the month on the excess of the General Account
   value on the last deduction day over any withdrawals and transfers made from
   the General Account since the last deduction day; and
3. Add any investment gain or subtract any investment loss on the Divisions of
   the Separate Account since the last deduction day as measured by the change
   in the value of the Valuation Units; and
4. Add all Net Premiums received since the last deduction day; and
5. Subtract any partial surrender made since the last deduction day; and
6. Subtract the Monthly Deduction for the policy month following the monthly
   deduction day. (See "How We Calculate a Monthly Deduction.")

ON ANY VALUATION DATE OTHER THAN A DEDUCTION DAY.  The Accumulation Value on any
Valuation Date other than a deduction day will be the sum of:
1.   The value of the General Account as of the last deduction day; less
2.   Any withdrawals since the last deduction day; plus
3.   All Net Premiums received since the last deduction day; plus
4.   The sum of the values of the Divisions of the Separate Account as of the
     last deduction day, plus
5.   The amount of any investment gain, or minus any investment loss, on the
     Divisions since the last deduction day as measured by the change in the
     value of the Valuation Units.

CASH VALUE.  The Cash Value of this policy will be equal to the Accumulation
Value less the Surrender Charge, if any.

CASH SURRENDER VALUE.  The Cash Surrender Value of this policy will be equal to
the Cash Value less any indebtedness.


97600N                            Page 10
<PAGE>

SURRENDER CHARGE.  Surrender Charges for the Initial Specified Amount will apply
if You surrender this policy or if the Initial Specified Amount is decreased
during the first 10 policy years.  Surrender Charges for any increases in
Specified Amount will apply if such increases are surrendered or reduced during
the first 10 years of each increase.  The table on pages 23 and 24 lists the
Surrender Charge rates per $1,000 of Specified Amount at all issue ages.

You may make a request for surrender or decrease in the Specified amount at any
time during the Insured's lifetime before the Maturity Date except that a
decrease in the Specified Amount may not become effective prior to the end of
the first policy year.  The surrender or decrease will take effect on the
Valuation Date on or next following the date We receive the request for
surrender or decrease.

MONTHLY DEDUCTIONS MAY BE MADE ONLY IF THERE IS SUFFICIENT ACCUMULATION VALUE
LESS ANY INDEBTEDNESS.  A Monthly Deduction from the Accumulation Value may be
made only if the Accumulation Value less any indebtedness is equal to or greater
than the Monthly Deduction.  The Accumulation Value will be reduced by the
amount of each Monthly Deduction which will cause an equal reduction in the Cash
Surrender Value.  If the Accumulation Value less any indebtedness on a deduction
day is not sufficient to meet the Monthly Deduction for the current month, this
policy will be subject to the "Grace Period" provision.

HOW WE CALCULATE A MONTHLY DEDUCTION.  Each Monthly Deduction includes:
1. The cost of insurance provided by the basic policy; and
2. The cost of insurance for benefits provided by riders; and
3. The Monthly Administration Fee.

HOW WE CALCULATE THE COST OF INSURANCE FOR THE BASIC POLICY.  We calculate the
cost of insurance at the beginning of each policy month on the deduction day.
The cost of insurance is determined as follows:
1. Reduce the Death Benefit Amount by the amount of Accumulation Value on the
   deduction day before the cost of insurance deduction is taken, and after the
   Monthly Administration Fee and Cost of Insurance for riders are deducted;
2. Multiply the difference by the cost of insurance rate per $1,000 of net risk
   amount as provided in the Cost of Insurance Rate provision; and
3. Divide the result by 1000.

If Option 1 is in effect, and there have been increases in the Specified Amount,
the Accumulation Value will first be considered part of the Initial Specified
Amount.  If the Accumulation Value exceeds the Initial Specified Amount, the
excess will be considered part of prior Specified Amount increases in the order
of the increases.

COST OF INSURANCE FOR BENEFITS PROVIDED BY RIDERS.  The cost of insurance for
benefits provided by riders will be as stated on the Policy Schedule or in an
endorsement to this policy.

MONTHLY ADMINISTRATION FEE.  An administration fee will be deducted monthly.
The amount of the monthly fee may be adjusted, but will never be greater than
the guaranteed Monthly Administration Fee.

COST OF INSURANCE RATE.  The cost of insurance rate for the Initial Specified
Amount, and for each Specified Amount increase, is based on the Insured's:
1. Sex (if issued on a Sex Distinct basis);
2. Age nearest birthday on each policy anniversary; and
3. Premium class shown on the Policy Schedule, associated with the Initial
   Specified Amount and each increase in the Specified Amount.

A portion of the cost of insurance rate is used to recover acquisition costs
associated with issuing the policy.  Such charges are higher in the early policy
years.

The guaranteed monthly cost of insurance rates are shown in the table on page
21. We can use cost of insurance rates that are lower than the guaranteed rates.
Any change in rates will apply to all policies in

97600N                           Page 11
<PAGE>

the same rate class as this policy.  The rate class of this policy is determined
on its Date of Issue according to:
1. The calendar year of issue and policy year;
2. The plan of insurance;
3. The amount of insurance; and
4. The age, sex and premium class of the Insured if issued on a Sex Distinct
   basis.  The age and premium class if issued on a Unisex basis.

CHANGES IN RATES, CHARGES AND FEES.  This policy does not participate in Our
profits or surplus. Any redetermination of the cost of insurance rates, interest
rates, mortality and expense charges,  percentage of premium charges or the
Monthly Administration Fee will be based on Our expectations as to investment
earnings, mortality, persistency and expenses (including, but not limited to,
reinsurance costs and applicable tax charges.)  Such changes in policy cost
factors will be determined in accordance with procedures and standards on file
with the Insurance Department and will be determined at least every five years.
We will not change these charges in order to recoup any prior losses.

TAX CHARGE.  We reserve the right to impose additional charges or to establish
reserves for any federal or local taxes that may be incurred by Us, and that may
be deemed attributable to this policy.

INTEREST RATE.  The guaranteed interest rate used in calculating Accumulation
Values of amounts allocated to the General Account is .3274% per month
compounded monthly.  This is equivalent to 4.0% per year, compounded annually.
We can use interest rates greater than the guaranteed rates to calculate
Accumulation Values.  Once interest greater than 4.0% has been credited to the
Accumulation Value, it becomes non-forfeitable.  We may apply a different rate
of interest to that portion of the Accumulation Value which equals the amount of
the policy loan.  However, the annual rate applied will never be less than 4.0%

GRACE PERIOD.  If the Accumulation Value less any indebtedness on a deduction
day is not enough to meet the Monthly Deduction for the current month, this
policy will remain in force during the 61-day period that follows.  If the Cash
Surrender Value on a policy anniversary is not enough to pay any loan interest
due, this policy will remain in force during the 61-day period that follows.
Such 61-day period is referred to in this policy as the "Grace Period."  There
is no Grace Period for the initial Monthly Deduction.

If the required premium is not paid by the end of the Grace Period, this policy
will terminate without value. However, we will give you at least 31 days notice
prior to termination that your policy is in the Grace Period and advise you of
the amount of premium required to keep your policy in force.  Such notice will
be sent to you at your last known address, and to the assignee of record, if
any.  If death occurs during the Grace Period, Monthly Deductions through the
policy month in which death occurred will be deducted from the proceeds.

If a surrender request is received within 31 days after the Grace Period
commences, the Cash Surrender Value payable will not be less than the Cash
Surrender Value on the Monthly Deduction day the Grace Period commenced.  The
Monthly Deduction for the policy month following such Monthly Deduction day will
not be subtracted in the calculation of such Cash Surrender Value.

FULL SURRENDER.  Subject to the Beneficiary and Proceeds section, You may return
Your policy to Us and request its Cash Surrender Value at any time during the
Insured's lifetime before the Maturity Date.  The Cash Surrender Value will be
determined as of the Business Day the policy and the signed request for
surrender are received In Writing in Our Administration Center.  If surrender
takes place within 31 days after a policy anniversary, the Cash Values will not
be less than on that anniversary.  The Company may delay payment if the
Suspension and Deferral of Payments Provision is in effect.

PARTIAL SURRENDER.  At any time after the first policy year, you may request
withdrawal of a portion of the Cash Surrender Value of the policy.  Your request
must be made in writing prior to the Maturity Date during the Insured's
lifetime.  The minimum partial surrender is $500.00.

Valuation Units are surrendered to reflect a partial surrender as of the
Business Day the request for partial surrender is received In Writing in Our
Administration Center.

97600N                           Page 12
<PAGE>

A partial surrender will result in a reduction of the Accumulation Value, Cash
Value and the Death Benefit Amount.  The Accumulation and Cash Values will be
reduced by the amount of partial surrender benefit.  The reduced Death Benefit
Amount will be determined in accordance with the Death Benefit Option provision.
If your Death Benefit Option is Option 1, the Specified Amount will be reduced
by the amount of the partial surrender. The reduced amount will not be less than
zero. The Death Benefit Amount remaining after this reduction must be no less
than the Minimum Death Benefit Amount shown on page 3.

A partial surrender will result in the cancellation of Valuation Units from each
applicable Division and reduction of the unloaned portion of the General Account
in the same ratio as the Allocation of Policy Deductions in effect on the date
of each partial surrender.

If the number of Valuation Units in any Division or in the unloaned portion of
the General Account is insufficient to make a partial surrender in this manner,
We will cancel Valuation Units from each applicable Division and reduce the
unloaned portion of the General Account in the ratio the partial surrender
request bears to the unloaned Accumulation Value of your policy.  You must state
In Writing in advance how partial surrenders should be made if other than this
method is to be used.

There will be a charge for each partial surrender in addition to the amounts
shown in the Table of Surrender Charges.  The maximum charge is shown on page
3A.

Any partial surrender that causes a reduction in Specified Amount will be
subject to any applicable surrender charges on a pro-rata basis, and the
remaining surrender charge will be reduced proportionately.

The Company may delay payment if the Suspension and Deferral of Payments
Provision is in effect.

PERIOD OF INSURANCE COVERAGE IF AMOUNT OR FREQUENCY OF PREMIUM PAYMENTS IS
REDUCED OR IF PREMIUM PAYMENTS ARE DISCONTINUED.  If You reduce the amount or
frequency of premium payments, or if You discontinue payment of premiums and do
not surrender this policy, We will continue making Monthly Deductions as long as
the Accumulation Value less any indebtedness is sufficient  to make such
deductions. This policy will remain in force until the earlier of the following
dates:

1. The Maturity Date if the Accumulation Values less any indebtedness is
   sufficient to make Monthly Deductions to that date; or
2. The end of the Grace Period.

                               TRANSFER PROVISION

TRANSFER OF ACCUMULATION VALUE.  You may transfer all or part of Your interest
in a Division of the Separate Account or the General Account subject to the
following:
1. Transfers will be made as of the Business Day that the transfer request is
   received in good order.
2. The minimum which may be transferred is $500.00.
3. A transfer from the General Account to a Separate Account Division may only
   be made during the 60 day period that begins on a policy anniversary.  The
   total amount transferred during the 60 day period is limited in any policy
   year to 25% of the unloaned portion of the General Account as of the policy
   anniversary.
4. We may not unilaterally terminate or discontinue the transfer privilege.
   However, We reserve the right to suspend such privilege for a reasonable
   period of time.  We also reserve the right to charge a fee of $25.00 for each
   transfer in excess of 12 during a policy year.  Any such suspension or charge
   will be administered in a nondiscriminatory manner.  The $25.00 charge will
   not apply to transfers made under the Dollar Cost Averaging or Automatic
   Rebalancing provisions.

If You elect to use the transfer privilege, We will not be liable for a transfer
made in accordance with Your instructions.

Transfers between Separate Account Divisions result in the redemption of
Valuation Units in one Division and the purchase of Valuation Units in the
Division to which the transfer is made.

97600N                          Page 13
<PAGE>

DOLLAR COST AVERAGING. Dollar Cost Averaging is an automatic transfer of funds
made periodically prior to the Maturity Date in accordance with the Transfers
provision, except as provided below, and instructions from the Owner. Dollar
Cost Averaging (DCA) is subject to the following guidelines:

1.    DCA transfers may be made:
       (a)  On any day of the month except the 29th, 30th or 31st;
       (b)  On a monthly, quarterly, semi-annual or annual basis;
       (c)  From the Money Market Division to one or more of the other Separate
            Account Divisions. (The General Account is not eligible for DCA)

2.   DCA may be elected only if the Accumulation Value at the time of election
     is $5,000, or more.

3.   The minimum amount of each DCA transfer is $100, or the remaining amount in
     the Money Market Division, if less.

4.   DCA may not begin prior to the first Valuation Date following the 15th day
     after the initial Net Premium is applied.

5.   DCA will end when there is no longer any value in the Money Market
     Division, or when You request that DCA end.  You will be notified if the
     value of Your Money Market Division reaches zero.

6.   Amounts applied to the Money Market Division while DCA is active will be
     available for future DCA in accordance with the current DCA request.

7.   There is no charge for DCA.

8.   DCA is not available if Automatic Rebalancing is active.

AUTOMATIC REBALANCING.  Automatic Rebalancing occurs when funds are transferred
by the Company between the Separate Account Divisions so that the values in each
Division match the premium allocation percentages then in effect.  You may
choose Automatic Rebalancing on a quarterly, semi-annual or annual basis if your
Accumulation Value is $5,000 or more.  The date Automatic Rebalancing occurs
will be based on the Date of Issue of Your policy.  For example, if Your policy
is dated January 17, and You have requested Automatic Rebalancing on a quarterly
basis, Automatic Rebalancing will start on April 17, and will occur quarterly
thereafter.  After Automatic Rebalancing is elected, it will continue until We
are notified In Writing that it is to be discontinued.  There is no charge for
Automatic Rebalancing.  Automatic Rebalancing is not available if Dollar Cost
Averaging is active.

                 SUSPENSION AND DEFERRAL OF PAYMENTS PROVISION

We may suspend the calculation and payment of the policy's Cash Surrender Value
in the following circumstances if:

1. The New York Stock Exchange is closed or trading on the exchange is
   restricted as determined by the Securities and Exchange Commission ("SEC");

2. The SEC permits, by an order, the postponement of trading for the protection
   of Owners; or

3. The SEC determines than an emergency exists that would make the disposal of
   securities held in the Division or the determination of the value of the
   Division's net assets not reasonably practicable.


97600N                            Page 14
<PAGE>

             SUSPENSION AND DEFERRAL OF PAYMENTS PROVISION (CONT'D)

As to amounts allocated to the General Account, We may defer payment of any Cash
Surrender Value withdrawal or loan amount for up to six months after We receive
a request for it.  If payment is deferred for more than 30 days, We will pay
interest at an annual effective rate of not less than 3% per year from the date
of the request.

Written notice of both the imposition and termination of any such suspension
will be given to the Owners, assignees of record and any irrevocable
Beneficiaries.

Payments which were due to have been made and which were deferred following the
suspension of the calculation of the Cash Surrender Value will be made within
thirty (30) days of the lifting of the suspension, and will be calculated based
on the Valuation Date which immediately follows termination of the suspension.

                                  POLICY LOANS

You should consult your tax advisor before you obtain a Policy Loan.

You may borrow from Us at any time while this policy is in force, an amount
which is equal to or less than the policy's loan value.  The loan value will be
the Cash Surrender Value less an amount equal to 3 Monthly Deductions, and less
interest on the amount to be borrowed to the next policy anniversary.

The value of Valuation Units equal to the amount being borrowed from the
Separate Account will be transferred to the General Account as of the Business
Day that the loan request is received in good order.

LOAN INTEREST.  Loan interest will accrue daily at an annual effective rate of
4.54% payable in advance. This is equivalent to an annual effective rate of
4.75% paid in arrears.  On each policy anniversary, loan interest for the next
year is due in advance.  Unpaid loan interest will be deducted from the various
accounts according to the deduction percentages then in effect, and added to the
loaned portion of the General Account.  If the number of Valuation Units in any
Division, or in the unloaned portion of the General Account is insufficient to
deduct unpaid loan interest in this manner, We will cancel Valuation Units from
each applicable division and reduce the unloaned portion of the General Account
in the same ratio the unpaid loan interest bears to the unloaned Accumulation
Value of your policy.

HOW YOU MAY REPAY A POLICY LOAN.  You may repay all or part of a policy loan at
any time, except that:

1. Repayment may be made only while this policy is in force and prior to the
   death of the Insured; and,

2. A partial repayment must be at least $100.00.

At any time Your policy loan exceeds the Cash Surrender Value, this policy will
lapse.  However, at least 31 days prior notice must be mailed by Us to Your last
known address and to the assignee of record, if any.

WE CAN DELAY PAYMENT.  We can delay lending You money for up to 6 months, or the
period allowed by law, whichever is less.  However, We cannot delay lending You
money if the amount is to be used to pay a premium to Us.

OBTAINING A LOAN.  You may obtain a policy loan by Written request and
assignment of the policy as sole security for the loan.   The Company may delay
a loan if the Suspension and Deferral of Payments Provision is in effect.

EFFECT OF A LOAN. When a loan is made, an amount equal to the amount being
borrowed from the Separate Account will be transferred to the General Account.
A loan will result in the cancellation of  Units from each applicable Division
and reduction of the unloaned portion of the General Account in the ratio that
the loan bears to the unloaned Accumulation Value of Your policy. You must state
In Writing in advance which Division units are to be canceled if a different
method is to be used.

97600N                             Page 15
<PAGE>

Repayment of a loan will first be allocated to the General Account until you
have repaid any loaned amounts that were allocated to the General Account.  You
may tell Us how to allocate repayments above that amount.  If you do not tell
us, an amount equal to the loan repayment will be transferred from the General
Account to the Divisions in the same ratio currently in effect for the
allocation of Net Premiums.

A loan, whether or not repaid, will have a permanent effect on the Cash
Surrender Values and on the death benefits.  If not repaid, any indebtedness
will reduce the amount of Death Benefit Proceeds and the amount available upon
surrender of this policy.

PREFERRED LOANS.  A "Preferred Loan" is a policy loan that is made at a net cost
to the Owner that is less than the net cost of other policy loans.  Starting on
the tenth policy anniversary, this policy will be eligible for "Preferred Loans"
subject to the following guidelines:
1. The maximum amount eligible for Preferred Loans during a policy year is
   restricted to the lesser of the following values on the first day of such
   policy year:
       a. The policy loan value; or
       b. 10% of the Accumulation Value.
2. When a Preferred Loan is made, interest to the next policy anniversary will
   be charged at the rate shown in the Loan Interest provision.
3. Interest credited to the amount of the Accumulation Value offset by a
   Preferred Loan:
         a. Will be at an annual effective rate that is equal to or less than
            the Policy Loan annual effective interest rate; and
         b. Will be at a higher rate than the rate used to credit interest to
            values offset by any other policy loan and will never be less than
            4.5%.

                            BENEFICIARY AND PROCEEDS

BENEFICIARY.  The Beneficiary as named in the application, or later changed by
You, will receive the proceeds upon the death of the Insured.  Unless You have
stated otherwise, proceeds will be paid as follows:
1. If any Beneficiary dies before the Insured, that Beneficiary's interest will
   pass to any other Beneficiaries according to their respective interests.
2. If no Beneficiary survives the Insured, proceeds will be paid to You, as
   Owner, if You are then living; otherwise proceeds will be paid to Your
   estate.

CHANGE OF OWNERSHIP OR BENEFICIARY.  You may change the Owner or the Beneficiary
at any time during the lifetime of the Insured unless the previous designation
provides otherwise.  To do so, send a Written request to Our Administration
Center in a form acceptable to Us.  The change will go into effect when We have
recorded the change.  However, after the change is recorded, it will be deemed
effective as of the date of Your Written request for change.  The change will be
subject to any payment made or action taken by Us before the request is
recorded.

COMMON DISASTER.  If We cannot determine whether a Beneficiary or the Insured
died first in a common disaster, We will assume that the Beneficiary died first.
Proceeds will be paid on this basis unless an endorsement to this policy
provides otherwise.

PROCEEDS.  Proceeds means the amount payable on:
1. The Maturity Date;
2. Exercise of the full surrender benefit; or
3. The Insured's death.

The proceeds on the Maturity Date will be the Cash Surrender Value.  The
proceeds on the Insured's death will be the Death Benefit Amount less any
outstanding policy loan.

All proceeds and partial surrender benefits are subject to the provisions of the
Payment Options section and the other provisions of this policy.

97600N                             Page 16
<PAGE>

                                PAYMENT OPTIONS

Instead of being paid in one sum, all or part of the proceeds may be applied
under any of the Payment Options described below.  In addition to these options,
other methods of payment may be chosen with Our consent.

PAYMENT CONTRACT.  When proceeds become payable under a Payment Option, a
Payment Contract will be issued to each payee.  The Payment Contract will state
the rights and benefits of the payee.  It will also name those who are to
receive any balance unpaid at the death of the payee.

ELECTION OF OPTIONS.  The Owner may elect or change any Payment Option while the
Insured is living, subject to the provisions of this policy.  This election or
change must be In Writing.  Within 60 days after the Insured's death, a payee
entitled to proceeds in one sum may elect to receive proceeds under any option.

OPTION 1. PAYMENTS FOR A SPECIFIED PERIOD: Equal monthly payments will be made
for a specified period. The Option 1 Table in this policy shows the monthly
income for each $1,000 of proceeds applied.

OPTION 2. PAYMENTS OF A SPECIFIED AMOUNT: Equal monthly payments of a specified
amount will be made.  Each payment must be at least $60 a year for each $ 1,000
of proceeds applied.  Payments will continue until the amount applied, with
interest, has been paid in full.

OPTION 3. MONTHLY PAYMENTS FOR LIFE: Equal monthly payments will be made for a
specified period, and will continue after that period for as long as the payee
lives.  The specified period may be 10, 15 or 20 years.  The Option 3 Table in
this policy shows the monthly income for each $1,000 of proceeds applied. If
issued on a Sex Distinct basis, tables are based on the 1983a Male or Female
Tables adjusted by projection scale G for 9 years, interest at the rate of 3%
per year, and a 2% load.  If issued on a Unisex basis, tables are based on the
1983a Male or Female Tables, adjusted by projection scale G for 9 years, with
unisex rates based on 60% female and 40% male, and interest at the rate of 3%
per year, and a 2% load.

At the time payments are to begin under this option, the payee may choose one of
the following:

1. Monthly payments based on the Option 3 Table; or
2. Monthly payments equal to a monthly annuity based on our single premium
   immediate annuity rates then in use.

OPTION 4. PROCEEDS LEFT AT INTEREST: Proceeds may be left on deposit with us for
any period up to 30 years.  Interest earned on the proceeds may be:

1. Left on deposit to accumulate at the rate of 3% compounded annually; or
2. Paid in installments at the rate for each $1,000 of proceeds of $30 annually,
   $14.89 semiannually, $7.42 quarterly or $2.47 monthly.

Upon the death of the payee, or at the end of the specified period, any balance
left on deposit will be paid in a lump sum or under Options 1, 2 or 3.

INTEREST RATES.  The guaranteed rate of interest for proceeds held under Payment
Options 1, 2, 3 and 4 is 3% compounded annually.  We may credit interest at a
higher rate.  The amount of any increase will be determined by Us.

PAYMENTS.  The first payment under Options 1, 2 and 3 will be made when the
claim for settlement has been approved.  Payments after the first will be made
according to the manner of payment chosen. Interest under Option 4 will be
credited from the date of death and paid or added to the proceeds as provided in
the Payment Contract.

97600N                              Page 17
<PAGE>

AVAILABILITY OF OPTIONS.  If the proposed payee is not a natural person, payment
options may be chosen only with Our consent.

If this policy is assigned, We will have the right to pay the assignee in one
sum the amount to which the assignee is entitled.  Any balance will be applied
according to the option chosen.

The amount to be applied under any one option must be at least $2,000.  The
payment elected under any one option must be at least $25.

EVIDENCE THAT PAYEE IS ALIVE.  Before making any payment under a Payment Option,
We may ask for proof that the payee is alive.  If proof is requested, no payment
will be made or considered due until We receive proof.

DEATH OF A PAYEE.  If a payee dies, any unpaid balance will be paid as stated in
the Payment Contract. If there is no surviving payee named in the Payment
Contract, We will pay the estate of the payee as follows:

1.    Under Options 1 and 3, the value as of the date of death of the remaining
      payments for the specified period, discounted at the rate of interest,
      compounded annually, that was used in determining the amount of the
      monthly payment;
2.    Under Options 2 and 4, the balance of any proceeds remaining unpaid with
      accrued interest, if any.

WITHDRAWAL OF PROCEEDS UNDER OPTIONS 1 OR 2.  If provided in the Payment
Contract, a payee will have the right to withdraw the entire unpaid balance
under Options 1 or 2. Under Option 1, the amount will be the value of the
remaining payments for the specified period discounted at the rate of interest
used in determining monthly income.  Under Option 2, the amount will be the
entire unpaid balance.

WITHDRAWAL OF PROCEEDS UNDER OPTION 4. A payee will have the right to withdraw
proceeds left under Option 4 subject to the following rules:
1. The amount to be withdrawn must be $500 or more; and
2. A partial withdrawal must leave a balance on deposit of $1,000 or more.

WITHDRAWALS MAY BE DEFERRED.  We may defer payment of any withdrawal for up to 6
months from the date We receive a withdrawal request.

ASSIGNMENT.  Payment Contracts may not be assigned.

CHANGE IN PAYMENT.  The right to make any change in payment is available only if
it is provided in the Payment Contract.

CLAIMS OF CREDITORS.  To the extent permitted by law, proceeds will not be
subject to any claims of a Beneficiary's creditors.


                               GENERAL PROVISIONS

ASSIGNING YOUR POLICY.  During the lifetime of the Insured, You may assign this
policy as security of an obligation.  We will not be bound by an assignment
unless it is received In Writing at Our Administration Center.  Two copies of
the assignment must be submitted.  We will retain one copy and return the other.
We will not be responsible for the validity of any assignment.

INCONTESTABILITY.  We rely on the statements made in the application for this
policy and applications for any reinstatements or increases in Specified Amount.
These statements, in the absence of fraud, are considered representations and
not warranties.  No statement may be used in defense of a claim under the policy
unless it is in such an application.

Except as stated below, We cannot contest this policy after it has been in force
during the Insured's lifetime for 2 years from the Date of Issue.

97600N                              Page 18
<PAGE>

Exceptions:  We cannot contest any claim related to an increase in Specified
Amount after such increase has been in effect during the Insured's lifetime for
2 years.

If this policy is reinstated, We cannot contest this policy after it has been in
force during the Insured's lifetime for 2 years from the date of reinstatement.

We can contest a reinstatement or an increase in Specified Amount only on the
basis of the information furnished in the application for such reinstatement or
increase.

This 2-year limitation does not apply to any Disability or Accidental Death
Benefit, or to the nonpayment of premium.

SUICIDE EXCLUSION.  If the Insured takes his or her own life, within 2 years
from the Date of Issue, We will limit the Death Benefit Proceeds to the premiums
paid less any policy loans and less any partial cash surrenders paid.

If there are any increases in the Specified Amount (See the section entitled
"Changing Your Insurance Policy") a new 2 year period shall apply to each
increase beginning on the date of each increase.  The Death Benefit Proceeds
will be the costs of insurance associated with each increase.

When the laws of the state in which this policy is delivered require less than
this 2 year period, the period will be as stated in such laws.

AGE OR SEX INCORRECTLY STATED (AGE INCORRECTLY STATED IF ISSUED ON A UNISEX
BASIS).  If the (1) age or sex of the Insured (if this policy was issued on a
Sex Distinct Basis) or (2) age of the Insured (if this policy was issued on a
Unisex basis) has been misstated to Us, We will adjust the excess of the Death
Benefit Amount over the Accumulation Value on the date of death to that which
would have been purchased by the Monthly Deduction for the policy month of death
at the correct cost of insurance rate.  By age We mean age nearest birthday as
of the Date of Issue.

STATUTORY BASIS OF POLICY VALUES.  The Cash Values of the policy are not less
than the minimum values required by the law of the state where this policy is
delivered.  The calculation of the Cash Values includes a charge for the cost of
insurance, as shown in the Table of Guaranteed Monthly Cost of Insurance Rates.
Calculation of minimum Cash Values, nonforfeiture benefits and Guaranteed Cost
of Insurance Rates are based on the Composite 1980 Commissioners Standard
Ordinary Male/Female/Unisex (Table B) Mortality Table for the appropriate sex
and age nearest birthday.  A detailed statement of the method of computing
values has been filed with the state insurance department where required.

NO DIVIDENDS.  This policy will not pay dividends.  It will not participate in
any of our surplus or earnings.

ANNUAL REPORT.  We will send You at least once a year an annual report which
will show a summary of all transactions since the last report, including:

1.  Premiums paid since the last report;
2.  Transfers since the last report;
3.  Expense charges deducted since the last report;
4.  The cost of insurance deducted since the last report;
5.  Partial surrender benefits paid to You since the last report;
6.  The amount of any outstanding policy loan;
7.  Separate Account Unit Values;
8.  The current Cash Surrender and Accumulation Values;
9.  The Death Benefit Amount; and
10. Any other information required by the Superintendent of Insurance


97600N                         Page 19
<PAGE>

WHEN THIS POLICY TERMINATES.  This policy will terminate if:

1. You request that this policy be terminated;
2. The Insured dies;
3. The policy matures; or
4. The Grace Period ends and the Accumulation Value less any indebtedness is
   sufficient to cover a Monthly Deduction.

REINSTATEMENT.  "Reinstating" means placing Your policy in force after it has
terminated at the end of the Grace Period.  We will reinstate this policy if We
receive:

1. Your Written request within five years after the end of the Grace Period and
   before the Maturity Date;
2. Evidence of insurability satisfactory to Us;
3. Payment of enough premium to keep the policy in force for two months; and
4. Payment or reinstatement of any indebtedness.

The reinstated policy will be in force from the Monthly Deduction day on or
following the date We approve the reinstatement application.

The original surrender charge schedule will apply to a reinstated policy.  The
Accumulation Value at the time of reinstatement will be:

1. The Surrender Charge deducted at the time of lapse (such charge not being
   greater than the Accumulation Value at the time of lapse before the Surrender
   Charge was applied); plus
2. The Net Premium allocated in accordance with the premium allocation
   percentages at time of lapse unless the reinstatement application provides
   otherwise, using Unit Values as of the date of reinstatement; plus
3. Any loan repaid or reinstated; less
4. The monthly deduction for one month.

The dollar amount of any Surrender Charge reinstated will be the same as the
dollar amount of Surrender Charge at the time of lapse, and will be reinstated
into the funds from which they were deducted at the time of lapse using Unit
Values as of the date of reinstatement.

If a person other than the Insured is covered by a rider attached to this
policy, coverage will be reinstated according to that rider.

OPTION TO EXCHANGE POLICY DURING FIRST 18 MONTHS.  At any time during the first
18 months from the Date of Issue of this policy, and while this policy is in
force on a premium paying basis, it may be exchanged for any general account
fixed benefit plan of life insurance offered by the Company for exchange on the
Date of Issue of this policy, subject to the following conditions:

1. The new policy will be issued with the same Date of Issue, insurance age, and
   risk classification as this policy;

2. The amount of insurance will be the same as the initial amount of insurance
   under this policy;

3. The new policy may include any additional benefit provided by rider included
   in this policy if available for issue with the new policy;

4. The exchange will be subject to an equitable premium or cash value adjustment
   that takes appropriate account of the premiums and cash values under the
   original and new policies;

5. Evidence of insurability will not be required for the exchange.

97600N                           Page 20
<PAGE>

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


ATTAINED AGE          MALE                            ATTAINED AGE      MALE
Nearest Birthday                                      Nearest Birthday
(On Each Policy                                       (On Each Policy
  Anniversary)                                          Anniversary)

      0              $0.35                                   50         $0.56
      1               0.09                                   51          0.61
      2               0.08                                   52          0.67
      3               0.08                                   53          0.73
      4               0.08                                   54          0.80

      5               0.08                                   55          0.88
      6               0.07                                   56          0.96
      7               0.07                                   57          1.05
      8               0.06                                   58          1.14
      9               0.06                                   59          1.24

     10               0.06                                   60          1.35
     11               0.06                                   61          1.48
     12               0.07                                   62          1.62
     13               0.08                                   63          1.78
     14               0.10                                   64          1.95

     15               0.11                                   65          2.15
     16               0.13                                   66          2.36
     17               0.14                                   67          2.58
     18               0.15                                   68          2.82
     19               0.16                                   69          3.07

     20               0.16                                   70          3.36
     21               0.16                                   71          3.70
     22               0.16                                   72          4.08
     23               0.16                                   73          4.52
     24               0.15                                   74          5.01

     25               0.15                                   75          5.54
     26               0.14                                   76          6.11
     27               0.14                                   77          6.71
     28               0.14                                   78          7.33
     29               0.14                                   79          7.99

     30               0.14                                   80          8.71
     31               0.15                                   81          9.52
     32               0.15                                   82         10.45
     33               0.16                                   83         11.50
     34               0.17                                   84         12.67

     35               0.18                                   85         13.93
     36               0.19                                   86         15.25
     37               0.20                                   87         16.63
     38               0.22                                   88         18.06
     39               0.23                                   89         19.55

     40               0.25                                   90         21.11
     41               0.27                                   91         22.80
     42               0.30                                   92         24.66
     43               0.32                                   93         26.82
     44               0.35                                   94         29.67

     45               0.38
     46               0.41
     47               0.44
     48               0.48
     49               0.52


The rates shown above represent the guaranteed (maximum) monthly cost of
insurance for each $1,000 of net amount at risk.  If this policy has been issued
in a special (rated) premium class, the guaranteed monthly cost will be
calculated as shown on page 3.

97600NM                            Page 21
<PAGE>

           TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS

<TABLE>
<CAPTION>
                                             OPTION 1 TABLE
                                  INSTALLMENTS FOR A SPECIFIED PERIOD
- --------------------------------------------------------------------------------------------------------
  Number       Amount of      Number     Amount of      Number     Amount of      Number     Amount of
 of Years       Monthly      of Years     Monthly      of Years     Monthly      of Years     Monthly
  Payable     Installments   Payable    Installments   Payable    Installments   Payable    Installments
- --------------------------------------------------------------------------------------------------------
<S>           <C>            <C>        <C>            <C>        <C>            <C>        <C>
     5              $17.91         15          $6.87         25          $4.71         35          $3.82
     6               15.14         16           6.53         26           4.59         36           3.76
     7               13.16         17           6.23         27           4.47         37           3.70
     8               11.68         18           5.96         28           4.37         38           3.65
     9               10.53         19           5.73         29           4.27         39           3.60

    10                9.61         20           5.51         30           4.18         40           3.55
    11                8.86         21           5.32         31           4.10
    12                8.24         22           5.15         32           4.02
    13                7.71         23           4.99         33           3.95
    14                7.26         24           4.84         34           3.88
- --------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                           OPTION 3 TABLE
                                         INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- ------------------------------------------------------------------------------------------------------------------------
AGE OF PAYEE               GUARANTEED PERIOD              AGE OF PAYEE             GUARANTEED PERIOD
- ------------------------------------------------------------------------------------------------------------------------
   Male          10 Years       15 Years      20 Years        Male       10 Years      15 Years         20 Years
- ------------------------------------------------------------------------------------------------------------------------
<S>              <C>            <C>            <C>           <C>          <C>           <C>             <C>
    20*           $2.95          $2.94         $2.94           50         $4.05         $4.00              $3.93
    21             2.97           2.96          2.96           51          4.11          4.06               3.99
    22             2.98           2.98          2.98           52          4.18          4.13               4.04
    23             3.00           3.00          3.00           53          4.26          4.19               4.10
    24             3.02           3.02          3.02           54          4.34          4.27               4.16

    25             3.05           3.04          3.04           55          4.42          4.34               4.22
    26             3.07           3.06          3.06           56          4.51          4.42               4.28
    27             3.09           3.09          3.08           57          4.60          4.50               4.35
    28             3.12           3.11          3.11           58          4.69          4.58               4.41
    29             3.14           3.14          3.13           59          4.79          4.66               4.47

    30             3.17           3.16          3.16           60          4.90          4.75               4.54
    31             3.20           3.19          3.18           61          5.01          4.84               4.60
    32             3.22           3.22          3.21           62          5.13          4.94               4.67
    33             3.25           3.25          3.24           63          5.26          5.03               4.73
    34             3.29           3.28          3.27           64          5.39          5.13               4.79

    35             3.32           3.31          3.00           65          5.52          5.23               4.85
    36             3.35           3.35          3.33           66          5.66          5.33               4.91
    37             3.39           3.38          3.36           67          5.81          5.43               4.97
    38             3.43           3.42          3.40           68          5.96          5.53               5.02
    39             3.47           3.46          3.44           69          6.12          5.63               5.07

    40             3.51           3.50          3.47           70          6.28          5.73               5.11
    41             3.55           3.54          3.51           71          6.44          5.82               5.15
    42             3.60           3.58          3.55           72          6.61          5.91               5.19
    43             3.65           3.63          3.59           73          6.78          6.00               5.23
    44             3.70           3.67          3.64           74          6.96          6.08               5.26

    45             3.75           3.72          3.68           75          7.13          6.16               5.28
    46             3.80           3.77          3.73           76          7.30          6.24               5.31
    47             3.86           3.83          3.78           77          7.47          6.31               5.33
    48             3.92           3.88          3.83           78          7.64          6.37               5.34
    49             3.98           3.94          3.88           79          7.81          6.42               5.36
                                                               80**        7.97          6.48               5.37
- ------------------------------------------------------------------------------------------------------------------------------------

 Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due.  If monthly installments for
 two or more specified periods for a given age are the same, the specified period of longer duration will apply.

                 *Also applies to younger ages.                                       **Also applies to older ages.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 22
97600NM
<PAGE>

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


ATTAINED AGE         FEMALE                            ATTAINED AGE     FEMALE
Nearest Birthday                                      Nearest Birthday
(On Each Policy                                       (On Each Policy
  Anniversary)                                          Anniversary)

      0               0.24                                   50          0.41
      1               0.07                                   51          0.44
      2               0.07                                   52          0.48
      3               0.07                                   53          0.51
      4               0.06                                   54          0.55

      5               0.06                                   55          0.59
      6               0.06                                   56          0.63
      7               0.06                                   57          0.67
      8               0.06                                   58          0.71
      9               0.06                                   59          0.75

     10               0.06                                   60          0.79
     11               0.06                                   61          0.85
     12               0.06                                   62          0.92
     13               0.06                                   63          1.01
     14               0.07                                   64          1.11

     15               0.07                                   65          1.23
     16               0.07                                   66          1.35
     17               0.08                                   67          1.47
     18               0.08                                   68          1.59
     19               0.09                                   69          1.72

     20               0.09                                   70          1.86
     21               0.09                                   71          2.05
     22               0.09                                   72          2.27
     23               0.09                                   73          2.55
     24               0.10                                   74          2.88

     25               0.10                                   75          3.25
     26               0.10                                   76          3.67
     27               0.10                                   77          4.11
     28               0.11                                   78          4.59
     29               0.11                                   79          5.11

     30               0.11                                   80          5.71
     31               0.12                                   81          6.39
     32               0.12                                   82          7.19
     33               0.13                                   83          8.12
     34               0.13                                   84          9.18

     35               0.14                                   85         10.34
     36               0.15                                   86         11.60
     37               0.16                                   87         12.97
     38               0.17                                   88         14.45
     39               0.19                                   89         16.05

     40               0.20                                   90         17.79
     41               0.22                                   91         19.72
     42               0.24                                   92         21.89
     43               0.26                                   93         24.44
     44               0.28                                   94         27.67

     45               0.30
     46               0.32
     47               0.34
     48               0.36
     49               0.39


The rates shown above represent the guaranteed (maximum) monthly cost of
insurance for each $1,000 of net amount at risk.  If this policy has been issued
in a special (rated) premium class, the guaranteed monthly cost will be
calculated as shown on page 3.

97600NF                            Page 23
<PAGE>

           TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS

<TABLE>
<CAPTION>
                                             OPTION 1 TABLE
                                  INSTALLMENTS FOR A SPECIFIED PERIOD
- --------------------------------------------------------------------------------------------------------
  Number       Amount of      Number     Amount of      Number     Amount of      Number     Amount of
 of Years       Monthly      of Years     Monthly      of Years     Monthly      of Years     Monthly
  Payable     Installments   Payable    Installments   Payable    Installments   Payable    Installments
- --------------------------------------------------------------------------------------------------------
<S>           <C>            <C>        <C>            <C>        <C>            <C>        <C>
     5              $17.91         15          $6.87         25          $4.71         35          $3.82
     6               15.14         16           6.53         26           4.59         36           3.76
     7               13.16         17           6.23         27           4.47         37           3.70
     8               11.68         18           5.96         28           4.37         38           3.65
     9               10.53         19           5.73         29           4.27         39           3.60

    10                9.61         20           5.51         30           4.18         40           3.55
    11                8.86         21           5.32         31           4.10
    12                8.24         22           5.15         32           4.02
    13                7.71         23           4.99         33           3.95
    14                7.26         24           4.84         34           3.88
- --------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                           OPTION 3 TABLE
                                         INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- ----------------------------------------------------------------------------------------------------------------------------------
      AGE OF PAYEE                   GUARANTEED PERIOD            AGE OF PAYEE                GUARANTEED PERIOD
- ----------------------------------------------------------------------------------------------------------------------------------
        Female           10 Years      15 Years      20 Years        Female       10 Years      15 Years         20 Years
- ----------------------------------------------------------------------------------------------------------------------------------
        <S>              <C>           <C>            <C>               <C>         <C>           <C>              <C>
        20*                $2.85         $2.85         $2.85             50         $3.75         $3.73              $3.69
        21                  2.87          2.87          2.87             51          3.80          3.78               3.74
        22                  2.89          2.88          2.88             52          3.86          3.84               3.79
        23                  2.90          2.90          2.90             53          3.92          3.89               3.85
        24                  2.92          2.92          2.91             54          3.99          3.96               3.90

        25                  2.94          2.93          2.93             55          4.06          4.02               3.96
        26                  2.95          2.95          2.95             56          4.13          4.09               4.02
        27                  2.97          2.97          2.97             57          4.21          4.16               4.08
        28                  2.99          2.99          2.99             58          4.29          4.23               4.15
        29                  3.01          3.01          3.01             59          4.37          4.31               4.21

        30                  3.03          3.03          3.03             60          4.46          4.39               4.28
        31                  3.06          3.05          3.05             61          4.56          4.47               4.35
        32                  3.08          3.08          3.07             62          4.66          4.56               4.42
        33                  3.10          3.10          3.10             63          4.76          4.65               4.49
        34                  3.13          3.13          3.12             64          4.88          4.75               4.56

        35                  3.16          3.15          3.15             65          4.99          4.85               4.63
        36                  3.19          3.18          3.17             66          5.12          4.95               4.70
        37                  3.21          3.21          3.20             67          5.25          5.05               4.77
        38                  3.24          3.24          3.23             68          5.39          5.16               4.83
        39                  3.28          3.27          3.26             69          5.53          5.27               4.90

        40                  3.31          3.30          3.29             70          5.69          5.38               4.96
        41                  3.35          3.34          3.33             71          5.85          5.49               5.02
        42                  3.38          3.37          3.36             72          6.02          5.60               5.08
        43                  3.42          3.41          3.40             73          6.19          5.71               5.13
        44                  3.46          3.45          3.43             74          6.37          5.82               5.17

        45                  3.50          3.49          3.47             75          6.56          5.92               5.21
        46                  3.55          3.53          3.51             76          6.75          6.02               5.25
        47                  3.59          3.58          3.56             77          6.95          6.11               5.28
        48                  3.64          3.63          3.60             78          7.14          6.20               5.30
        49                  3.69          3.67          3.65             79          7.34          6.28               5.32
                                                                         80**        7.54          6.35               5.34
- ----------------------------------------------------------------------------------------------------------------------------------
 Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due.  If monthly installments for
 two or more specified periods for a given age are the same, the specified period of longer duration will apply.

                 *Also applies to younger ages.                                       **Also applies to older ages.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 24
97600NF
<PAGE>

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



ATTAINED AGE          RATE                             ATTAINED AGE      RATE
Nearest Birthday                                      Nearest Birthday
(On Each Policy                                       (On Each Policy
  Anniversary)                                          Anniversary)

      0               0.33                                   50          0.53
      1               0.09                                   51          0.58
      2               0.08                                   52          0.63
      3               0.08                                   53          0.69
      4               0.08                                   54          0.75

      5               0.07                                   55          0.82
      6               0.07                                   56          0.89
      7               0.07                                   57          0.97
      8               0.06                                   58          1.05
      9               0.06                                   59          1.14

     10               0.06                                   60          1.24
     11               0.06                                   61          1.35
     12               0.07                                   62          1.47
     13               0.08                                   63          1.61
     14               0.09                                   64          1.77

     15               0.10                                   65          1.95
     16               0.12                                   66          2.14
     17               0.13                                   67          2.34
     18               0.14                                   68          2.54
     19               0.14                                   69          2.77

     20               0.15                                   70          3.02
     21               0.15                                   71          3.32
     22               0.14                                   72          3.66
     23               0.14                                   73          4.05
     24               0.14                                   74          4.49

     25               0.14                                   75          4.98
     26               0.14                                   76          5.50
     27               0.13                                   77          6.04
     28               0.13                                   78          6.60
     29               0.14                                   79          7.21

     30               0.14                                   80          7.87
     31               0.14                                   81          8.63
     32               0.15                                   82          9.49
     33               0.15                                   83         10.49
     34               0.16                                   84         11.59

     35               0.17                                   85         12.78
     36               0.18                                   86         14.05
     37               0.19                                   87         15.39
     38               0.21                                   88         16.80
     39               0.22                                   89         18.30

     40               0.24                                   90         19.89
     41               0.26                                   91         21.63
     42               0.29                                   92         23.60
     43               0.31                                   93         25.88
     44               0.33                                   94         28.87

     45               0.36
     46               0.39
     47               0.42
     48               0.46
     49               0.49

The rates shown above represent the guaranteed (maximum) monthly cost of
insurance for each $1,000 of net amount at risk.  If this policy has been issued
in a special (rated) premium class, the guaranteed monthly cost will be
calculated as shown on page 3.

97600NU                       Page 25
<PAGE>

           TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS

<TABLE>
<CAPTION>
                                             OPTION 1 TABLE
                                  INSTALLMENTS FOR A SPECIFIED PERIOD
- --------------------------------------------------------------------------------------------------------
  Number       Amount of      Number     Amount of      Number     Amount of      Number     Amount of
 of Years       Monthly      of Years     Monthly      of Years     Monthly      of Years     Monthly
  Payable     Installments   Payable    Installments   Payable    Installments   Payable    Installments
- --------------------------------------------------------------------------------------------------------
<S>           <C>            <C>        <C>            <C>        <C>            <C>        <C>
     5              $17.91         15          $6.87         25          $4.71         35          $3.82
     6               15.14         16           6.53         26           4.59         36           3.76
     7               13.16         17           6.23         27           4.47         37           3.70
     8               11.68         18           5.96         28           4.37         38           3.65
     9               10.53         19           5.73         29           4.27         39           3.60

    10                9.61         20           5.51         30           4.18         40           3.55
    11                8.86         21           5.32         31           4.10
    12                8.24         22           5.15         32           4.02
    13                7.71         23           4.99         33           3.95
    14                7.26         24           4.84         34           3.88
- --------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                           OPTION 3 TABLE
                                         INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- ----------------------------------------------------------------------------------------------------------------------------------
                                           GUARANTEED PERIOD                                     GUARANTEED PERIOD
- ----------------------------------------------------------------------------------------------------------------------------------
        AGE OF PAYEE           10 Years      15 Years      20 Years     AGE OF PAYEE    10 Years      15 Years         20 Years
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>           <C>           <C>           <C>           <C>           <C>
             20*                 $2.89         $2.89         $2.89            50         $3.87         $3.84              $3.79
             21                   2.91          2.91          2.90            51          3.93          3.90               3.85
             22                   2.93          2.92          2.92            52          3.99          3.96               3.90
             23                   2.94          2.94          2.94            53          4.06          4.02               3.95
             24                   2.96          2.96          2.96            54          4.13          4.08               4.01

             25                   2.98          2.98          2.98            55          4.21          4.15               4.07
             26                   3.00          3.00          3.00            56          4.28          4.22               4.13
             27                   3.02          3.02          3.02            57          4.37          4.30               4.19
             28                   3.04          3.04          3.04            58          4.45          4.38               4.26
             29                   3.07          3.06          3.06            59          4.55          4.46               4.32

             30                   3.09          3.09          3.08            60          4.64          4.54               4.39
             31                   3.11          3.11          3.11            61          4.74          4.63               4.46
             32                   3.14          3.14          3.13            62          4.85          4.72               4.52
             33                   3.17          3.16          3.16            63          4.97          4.81               4.59
             34                   3.20          3.19          3.18            64          5.08          4.91               4.66

             35                   3.22          3.22          3.21            65          5.21          5.01               4.73
             36                   3.26          3.25          3.24            66          5.34          5.11               4.79
             37                   3.29          3.28          3.27            67          5.48          5.21               4.85
             38                   3.32          3.31          3.30            68          5.62          5.32               4.92
             39                   3.36          3.35          3.33            69          5.77          5.42               4.97

             40                   3.39          3.38          3.37            70          5.93          5.53               5.03
             41                   3.43          3.42          3.40            71          6.09          5.63               5.08
             42                   3.47          3.46          3.44            72          6.26          5.73               5.13
             43                   3.51          3.50          3.48            73          6.44          5.84               5.17
             44                   3.56          3.54          3.52            74          6.62          5.93               5.21

             45                   3.60          3.59          3.56            75          6.80          6.03               5.24
             46                   3.65          3.63          3.60            76          6.98          6.12               5.27
             47                   3.70          3.68          3.65            77          7.17          6.20               5.30
             48                   3.76          3.73          3.70            78          7.35          6.27               5.32
             49                   3.81          3.78          3.74            79          7.54          6.34               5.34
                                                                              80**        7.72          6.41               5.35
- ----------------------------------------------------------------------------------------------------------------------------------
 Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due.  If monthly installments for
 two or more specified periods for a given age are the same, the specified period of longer duration will apply.

                 *Also applies to younger ages.                                       **Also applies to older ages.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 26
97600NU
<PAGE>

           TABLE OF SURRENDER CHARGES PER $1,000 OF SPECIFIED AMOUNT

The following charges apply to each $1,000 of Initial Specified Amount
surrendered during the first 10 policy years.  The charges also apply to each
$1,000 of increase in Specified Amount surrendered during the first 10 years of
such increase.  The word "surrender" as used in this provision means Full
Surrender, or a reduction in Specified Amount at the request of the Owner, or
due to a Partial Surrender.  The charge for the surrender of all or any portion
of the Initial Specified Amount will be equal to the rate shown below for the
age at issue and the year of surrender, multiplied by the number of thousands of
Initial Specified Amount being surrendered.  The charges for surrender of all or
any portion of an increase in Specified Amount will be equal to the rates shown
below for the age at issue of such increase and year of surrender, multiplied by
the number of thousands of such increase being surrendered. The maximum charge
for each partial surrender will be the lesser of 5% of the amount withdrawn or
$25.00.

<TABLE>
<CAPTION>

   ISSUE
    AGE          YEAR       YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR
   MALE            1         2         3          4         5         6         7         8         9        10        11
- -------------------------------------------------------------------------------------------------------------------------------
  <S>           <C>        <C>        <C>       <C>     <C>      <C>          <C>       <C>      <C>       <C>       <C>
    0            2.28       2.28       2.28     2.00     1.71      1.43        1.14      0.86      0.57      0.29      0.00
    1            2.28       2.28       2.28     2.00     1.71      1.43        1.14      0.86      0.57      0.29      0.00
    2            2.40       2.40       2.40     2.10     1.80      1.50        1.20      0.90      0.60      0.30      0.00
    3            2.40       2.40       2.40     2.10     1.80      1.50        1.20      0.90      0.60      0.30      0.00
    4            2.52       2.52       2.52     2.21     1.89      1.58        1.26      0.95      0.63      0.32      0.00

    5            2.64       2.64       2.64     2.31     1.98      1.65        1.32      0.99      0.66      0.33      0.00
    6            2.76       2.76       2.76     2.42     2.07      1.73        1.38      1.04      0.69      0.35      0.00
    7            2.88       2.88       2.88     2.52     2.16      1.80        1.44      1.08      0.72      0.36      0.00
    8            2.88       2.88       2.88     2.52     2.16      1.80        1.44      1.08      0.72      0.36      0.00
    9            3.00       3.00       3.00     2.63     2.25      1.88        1.50      1.13      0.75      0.38      0.00

    10           3.12       3.12       3.12     2.73     2.34      1.95        1.56      1.17      0.78      0.39      0.00
    11           3.24       3.24       3.24     2.84     2.43      2.03        1.62      1.22      0.81      0.41      0.00
    12           3.36       3.36       3.36     2.94     2.52      2.10        1.68      1.26      0.84      0.42      0.00
    13           3.60       3.60       3.60     3.15     2.70      2.25        1.80      1.35      0.90      0.45      0.00
    14           3.72       3.72       3.72     3.26     2.79      2.33        1.86      1.40      0.93      0.47      0.00

    15           3.84       3.84       3.84     3.36     2.88      2.40        1.92      1.44      0.96      0.48      0.00
    16           3.96       3.96       3.96     3.47     2.97      2.48        1.98      1.49      0.99      0.50      0.00
    17           4.08       4.08       4.08     3.57     3.06      2.55        2.04      1.53      1.02      0.51      0.00
    18           4.20       4.20       4.20     3.68     3.15      2.63        2.10      1.58      1.05      0.53      0.00
    19           4.44       4.44       4.44     3.89     3.33      2.78        2.22      1.67      1.11      0.56      0.00

    20           4.56       4.56       4.56     3.99     3.42      2.85        2.28      1.71      1.14      0.57      0.00
    21           4.68       4.68       4.68     4.10     3.51      2.93        2.34      1.76      1.17      0.59      0.00
    22           4.92       4.92       4.92     4.31     3.69      3.08        2.46      1.85      1.23      0.62      0.00
    23           5.04       5.04       5.04     4.41     3.78      3.15        2.52      1.89      1.26      0.63      0.00
    24           5.28       5.28       5.28     4.62     3.96      3.30        2.64      1.98      1.32      0.66      0.00

    25           5.52       5.52       5.52     4.83     4.14      3.45        2.76      2.07      1.38      0.69      0.00
    26           5.76       5.76       5.76     5.04     4.32      3.60        2.88      2.16      1.44      0.72      0.00
    27           6.00       6.00       6.00     5.25     4.50      3.75        3.00      2.25      1.50      0.75      0.00
    28           6.24       6.24       6.24     5.46     4.68      3.90        3.12      2.34      1.56      0.78      0.00
    29           6.48       6.48       6.48     5.67     4.86      4.05        3.24      2.43      1.62      0.81      0.00

    30           6.72       6.72       6.72     5.88     5.04      4.20        3.36      2.52      1.68      0.84      0.00
    31           7.20       7.20       7.20     6.30     5.40      4.50        3.60      2.70      1.80      0.90      0.00
    32           7.44       7.44       7.44     6.51     5.58      4.65        3.72      2.79      1.86      0.93      0.00
    33           7.80       7.80       7.80     6.83     5.85      4.88        3.90      2.93      1.95      0.98      0.00
    34           8.16       8.16       8.16     7.14     6.12      5.10        4.08      3.06      2.04      1.02      0.00

    35           8.52       8.52       8.52     7.46     6.39      5.33        4.26      3.20      2.13      1.07      0.00
    36           8.88       8.88       8.88     7.77     6.66      5.55        4.44      3.33      2.22      1.11      0.00
    37           9.36       9.36       9.36     8.19     7.02      5.85        4.68      3.51      2.34      1.17      0.00
    38           9.72       9.72       9.72     8.51     7.29      6.08        4.86      3.65      2.43      1.22      0.00
    39          10.20      10.20      10.20     8.93     7.65      6.38        5.10      3.83      2.55      1.28      0.00

</TABLE>
                                    Page 27
<PAGE>

           TABLE OF SURRENDER CHARGES PER $1,000 OF SPECIFIED AMOUNT

The following charges apply to each $1,000 of Initial Specified Amount
surrendered during the first 10 policy years.  The charges also apply to each
$1,000 of increase in Specified Amount surrendered during the first 10 years of
such increase.  The word "surrender" as used in this provision means Full
Surrender, or a reduction in Specified Amount at the request of the Owner, or
due to a Partial Surrender.  The charge for the surrender of all or any portion
of the Initial Specified Amount will be equal to the rate shown below for the
age at issue and the year of surrender, multiplied by the number of thousands of
Initial Specified Amount being surrendered.  The charges for surrender of all or
any portion of an increase in Specified Amount will be equal to the rates shown
below for the age at issue of such increase and year of surrender, multiplied by
the number of thousands of such increase being surrendered. The maximum charge
for each partial surrender will be the lesser of 5% of the amount withdrawn or
$25.00.


<TABLE>
<CAPTION>

   ISSUE
    AGE          YEAR       YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR
   MALE            1         2         3          4         5         6         7         8         9        10        11
- -------------------------------------------------------------------------------------------------------------------------------
  <S>           <C>        <C>        <C>       <C>     <C>      <C>          <C>       <C>      <C>       <C>       <C>
   40           10.68      10.68      10.68     9.35     8.01      6.68        5.34      4.01      2.67      1.34      0.00
   41           11.28      11.28      11.28     9.87     8.46      7.05        5.64      4.23      2.82      1.41      0.00
   42           11.88      11.88      11.88    10.40     8.91      7.43        5.94      4.46      2.97      1.49      0.00
   43           12.36      12.36      12.36    10.82     9.27      7.73        6.18      4.64      3.09      1.55      0.00
   44           13.08      13.08      13.08    11.45     9.81      8.18        6.54      4.91      3.27      1.64      0.00

   45           13.68      13.68      13.68    11.97    10.26      8.55        6.84      5.13      3.42      1.71      0.00
   46           14.40      14.40      14.40    12.60    10.80      9.00        7.20      5.40      3.60      1.80      0.00
   47           15.12      15.12      15.12    13.23    11.34      9.45        7.56      5.67      3.78      1.89      0.00
   48           15.84      15.84      15.84    13.86    11.88      9.90        7.92      5.94      3.96      1.98      0.00
   49           16.68      16.68      16.68    14.60    12.51     10.43        8.34      6.26      4.17      2.09      0.00

   50           17.52      17.52      17.52    15.33    13.14     10.95        8.76      6.57      4.38      2.19      0.00
   51           18.48      18.48      18.48    16.17    13.86     11.55        9.24      6.93      4.62      2.31      0.00
   52           19.44      19.44      19.44    17.01    14.58     12.15        9.72      7.29      4.86      2.43      0.00
   53           20.40      20.40      20.40    17.85    15.30     12.75       10.20      7.65      5.10      2.55      0.00
   54           21.48      21.48      21.48    18.80    16.11     13.43       10.74      8.06      5.37      2.69      0.00

   55           22.68      22.68      22.68    19.85    17.01     14.18       11.34      8.51      5.67      2.84      0.00
   56           23.88      23.88      23.88    20.90    17.91     14.93       11.94      8.96      5.97      2.99      0.00
   57           25.20      25.20      25.20    22.05    18.90     15.75       12.60      9.45      6.30      3.15      0.00
   58           26.64      26.64      26.64    23.31    19.98     16.65       13.32      9.99      6.66      3.33      0.00
   59           27.96      27.96      27.96    24.47    20.97     17.48       13.98     10.49      6.99      3.50      0.00

   60           29.64      29.64      29.64    25.94    22.23     18.53       14.82     11.12      7.41      3.71      0.00
   61           31.32      31.32      31.32    27.41    23.49     19.58       15.66     11.75      7.83      3.92      0.00
   62           33.12      33.12      33.12    28.98    24.84     20.70       16.56     12.42      8.28      4.14      0.00
   63           34.92      34.92      34.92    30.56    26.19     21.83       17.46     13.10      8.73      4.37      0.00
   64           36.96      36.96      36.96    32.34    27.72     23.10       18.48     13.86      9.24      4.62      0.00

   65           39.12      39.12      39.12    34.23    29.34     24.45       19.56     14.67      9.78      4.89      0.00
   66           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   67           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   68           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   69           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00

   70           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   71           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   72           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   73           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   74           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00

   75           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   76           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   77           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   78           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
   79           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00

   80           40.00      40.00      40.00    35.00    30.00     25.00       20.00     15.00     10.00      5.00      0.00
</TABLE>
                                    Page 28
<PAGE>

           TABLE OF SURRENDER CHARGES PER $1,000 OF SPECIFIED AMOUNT

The following charges apply to each $ 1,000 of Initial Specified Amount
surrendered during the first 10 policy years. The charges also apply to each
$1,000 of increase in Specified Amount surrendered during the first 10 years of
such increase. The word "surrender" as used in this provision means Full
Surrender, or a reduction in Specified Amount at the request of the Owner, or
due to a Partial Surrender. The charge for the surrender of all or any portion
of the Initial Specified Amount will be equal to the rate shown below for the
age at issue and the year of surrender, multiplied by the number of thousands of
Initial Specified Amount being surrendered. The charges for surrender of all or
any portion of an increase in Specified Amount will be equal to the rates shown
below for the age at issue of such increase and year of surrender, multiplied by
the number of thousands of such increase being surrendered. The maximum charge
for each partial surrender will be the lesser of 5% of the amount withdrawn or
$25.00.

<TABLE>
<CAPTION>

ISSUE
AGE        YEAR         YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR
FEMALE      1            2       3        4       5       6       7       8       9       10     11
- ---------------------------------------------------------------------------------------------------------
 <S>       <C>          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
  0        1.80         1.80    1.80     1.58    1.35   1.13     0.90    0.68    0.45    0.23    0.00
  1        1.92         1.92    1.92     1.68    1.44   1.20     0.96    0.72    0.48    0.24    0.00
  2        1.92         1.92    1.92     1.68    1.44   1.20     0.96    0.72    0.48    0.24    0.00
  3        1.92         1.92    1.92     1.68    1.44   1.20     0.96    0.72    0.48    0.24    0.00
  4        2.04         2.04    2.04     1.79    1.53   1.28     1.02    0.77    0.51    0.26    0.00

  5        2.04         2.04    2.04     1.79    1.53   1.28     1.02    0.77    0.51    0.26    0.00
  6        2.16         2.16    2.16     1.89    1.62   1.35     1.08    0.81    0.54    0.27    0.00
  7        2.28         2.28    2.28     2.00    1.71   1.43     1.14    0.86    0.57    0.29    0.00
  8        2.40         2.40    2.40     2.10    1.80   1.50     1.20    0.90    0.60    0.30    0.00
  9        2.40         2.40    2.40     2.10    1.80   1.50     1.20    0.90    0.60    0.30    0.00

  10       2.52         2.52    2.52     2.21    1.89   1.58     1.26    0.95    0.63    0.32    0.00
  11       2.64         2.64    2.64     2.31    1.98   1.65     1.32    0.99    0.66    0.33    0.00
  12       2.76         2.76    2.76     2.42    2.07   1.73     1.38    1.04    0.69    0.35    0.00
  13       2.88         2.88    2.88     2.52    2.16   1.80     1.44    1.08    0.72    0.36    0.00
  14       2.88         2.88    2.88     2.52    2.16   1.80     1.44    1.08    0.72    0.36    0.00

  15       3.00         3.00    3.00     2.63    2.25   1.88     1.50    1.13    0.75    0.38    0.00
  16       3.24         3.24    3.24     2.84    2.43   2.03     1.62    1.22    0.81    0.41    0.00
  17       3.24         3.24    3.24     2.84    2.43   2.03     1.62    1.22    0.81    0.41    0.00
  18       3.36         3.36    3.36     2.94    2.52   2.10     1.68    1.26    0.84    0.42    0.00
  19       3.60         3.60    3.60     3.15    2.70   2.25     1.80    1.35    0.90    0.45    0.00

  20       3.72         3.72    3.72     3.26    2.79   2.33     1.86    1.40    0.93    0.47    0.00
  21       3.84         3.84    3.84     3.36    2.88   2.40     1.92    1.44    0.96    0.48    0.00
  22       3.96         3.96    3.96     3.47    2.97   2.48     1.98    1.49    0.99    0.50    0.00
  23       4.08         4.08    4.08     3.57    3.06   2.55     2.04    1.53    1.02    0.51    0.00
  24       4.32         4.32    4.32     3.78    3.24   2.70     2.16    1.62    1.08    0.54    0.00

  25       4.56         4.56    4.56     3.99    3.42   2.85     2.28    1.71    1.14    0.57    0.00
  26       4.68         4.68    4.68     4.10    3.51   2.93     2.34    1.76    1.17    0.59    0.00
  27       4.92         4.92    4.92     4.31    3.69   3.08     2.46    1.85    1.23    0.62    0.00
  28       5.04         5.04    5.04     4.41    3.78   3.15     2.52    1.89    1.26    0.63    0.00
  29       5.28         5.28    5.28     4.62    3.96   3.30     2.64    1.98    1.32    0.66    0.00

  30       5.52         5.52    5.52     4.83    4.14   3.45     2.76    2.07    1.38    0.69    0.00
  31       5.88         5.88    5.88     5.15    4.41   3.68     2.94    2.21    1.47    0.74    0.00
  32       6.00         6.00    6.00     5.25    4.50   3.75     3.00    2.25    1.50    0.75    0.00
  33       6.24         6.24    6.24     5.46    4.68   3.90     3.12    2.34    1.56    0.78    0.00
  34       6.60         6.60    6.60     5.78    4.95   4.13     3.30    2.48    1.65    0.83    0.00

  35       6.84         6.84    6.84     5.99    5.13   4.28     3.42    2.57    1.71    0.86    0.00
  36       7.20         7.20    7.20     6.30    5.40   4.50     3.60    2.70    1.80    0.90    0.00
  37       7.56         7.56    7.56     6.62    5.67   4.73     3.78    2.84    1.89    0.95    0.00
  38       7.92         7.92    7.92     6.93    5.94   4.95     3.96    2.97    1.98    0.99    0.00
  39       8.28         8.28    8.28     7.25    6.21   5.18     4.14    3.11    2.07    1.04    0.00
</TABLE>
                                    Page 29
9760OF
<PAGE>

           TABLE OF SURRENDER CHARGES PER $1,000 OF SPECIFIED AMOUNT

The following charges apply to each $1,000 of Initial Specified Amount
suffenderedduring the first 10 policy years. The charges also apply to each
$1,000 of increase in Specified Amount surrendered during the first 10 years of
such increase. The word "surrender" as used in this provision means Full
Surrender, or a reduction in Specified Amount at the request of the Owner, or
due to a Partial Surrender. The charge for the surrender of all or any portion
of the Initial Specified Amount will be equal to the rate shown below for the
age at issue and the year of surrender, multiplied by the number of thousands of
Initial Specified Amount being surrendered. The charges for surrender of all or
any portion of an increase in Specified Amount will be equal to the rates shown
below for the age at issue of such increase and year of surrender, multiplied by
the number of thousands of such increase being surrendered. The maximum charge
for each partial surrender will be the lesser of 5% of the amount withdrawn or
$25.00.

<TABLE>
<CAPTION>


 ISSUE
  AGE       YEAR   YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR
 FEMALE      1       2       3       4      5        6       7      8        9      10      11
- ------------------------------------------------------------------------------------------------
 <S>        <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>    <C>     <C>     <C>
  40        8.64     8.64    8.64    7.56    6.48    5.40    4.32    3.24    2.16   1.08    0.00
  41        9.00     9.00    9.00    7.88    6.75    5.63    4.50    3.38    2.25   1.13    0.00
  42        9.36     9.36    9.36    8.19    7.02    5.85    4.68    3.51    2.34   1.17    0.00
  43        9.84     9.84    9.84    8.61    7.38    6.15    4.92    3.69    2.46   1.23    0.00
  44       10.32    10.32   10.32    9.03    7.74    6.45    5.16    3.87    2.58   1.29    0.00

  45       10.80    10.80   10.80    9.45    8.10    6.75    5.40    4.05    2.70   1.35    0.00
  46       11.28    11.28   11.28    9.87    8.46    7.05    5.64    4.23    2.82   1.41    0.00
  47       11.88    11.88   11.88   10.40    8.91    7.43    5.94    4.46    2.97   1.49    0.00
  48       12.36    12.36   12.36   10.82    9.27    7.73    6.18    4.64    3.09   1.55    0.00
  49       12.96    12.96   12.96   11.34    9.72    8.10    6.48    4.86    3.24   1.62    0.00

  50       13.68    13.68   13.68   11.97   10.26    8.55    6.84    5.13    3.42   1.71    0.00
  51       14.28    14.28   14.28   12.50   10.71    8.93    7.14    5.36    3.57   1.79    0.00
  52       15.00    15.00   15.00   13.13   11.25    9.38    7.50    5.63    3.75   1.88    0.00
  53       15.72    15.72   15.72   13.76   11.79    9.83    7.86    5.90    3.93   1.97    0.00
  54       16.56    16.56   16.56   14.49   12.42   10.35    8.28    6.21    4.14   2.07    0.00

  55       17.28    17.28   17.28   15.12   12.96   10.80    8.64    6.48    4.32   2.16    0.00
  56       18.24    18.24   18.24   15.96   13.68   11.40    9.12    6.84    4.56   2.28    0.00
  57       19.20    19.20   19.20   16.80   14.40   12.00    9.60    7.20    4.80   2.40    0.00
  58       20.16    20.16   20.16   17.64   15.12   12.60   10.08    7.56    5.04   2.52    0.00
  59       21.24    21.24   21.24   18.59   15.93   13.28   10.62    7.97    5.31   2.66    0.00

  60       22.32    22.32   22.32   19.53   16.74   13.95   11.16    8.37    5.58   2.79    0.00
  61       23.64    23.64   23.64   20.69   17.73   14.78   11.82    8.87    5.91   2.96    0.00
  62       24.96    24.96   24.96   21.84   18.72   15.60   12.48    9.36    6.24   3.12    0.00
  63       26.52    26.52   26.52   23.21   19.89   16.58   13.26    9.95    6.63   3.32    0.00
  64       27.96    27.96   27.96   24.47   20.97   17.48   13.98   10.49    6.99   3.50    0.00

  65       29.64    29.64   29.64   25.94   22.23   18.53   14.82   11.12    7.41   3.71    0.00
  66       30.72    30.72   30.72   26.88   23.04   19.20   15.36   11.52    7.68   3.84    0.00
  67       31.92    31.92   31.92   27.93   23.94   19.95   15.96   11.97    7.98   3.99    0.00
  68       33.24    33.24   33.24   29.09   24.93   20.78   16.62   12.47    8.31   4.16    0.00
  69       34.56    34.56   34.56   30.24   25.92   21.60   17.28   12.96    8.64   4.32    0.00

  70       36.00    36.00   36.00   31.50   27.00   22.50   18.00   13.50    9.00   4.50    0.00
  71       37.56    37.56   37.56   32.87   28.17   23.48   18.78   14.09    9.39   4.70    0.00
  72       38.00    38.00   38.00   33.25   28.50   23.75   19.00   14.25    9.50   4.75    0.00
  73       38.50    38.50   38.50   33.69   28.88   24.06   19.25   14.44    9.63   4.81    0.00
  74       39.00    39.00   39.00   34.13   29.25   24.38   19.50   14.63    9.75   4.88    0.00

  75       39.50    39.50   39.50   34.56   29.63   24.69   19.75   14.81    9.88   4.94    0.00
  76       40.00    40.00   40.00   35.00   30.00   25.00   20.00   15.00   10.00   5.00    0.00
  77       40.00    40.00   40.00   35.00   30.00   25.00   20.00   15.00   10.00   5.00    0.00
  78       40.00    40.00   40.00   35.00   30.00   25.00   20.00   15.00   10.00   5.00    0.00
  79       40.00    40.00   40.00   35.00   30.00   25.00   20.00   15.00   10.00   5.00    0.00

  80       40.00    40.00   40.00   35.00   30.00   25.00   20.00   15.00   10.00   5.00    0.00
</TABLE>

                                    Page 30
9760OF
<PAGE>

           TABLE OF SURRENDER CHARGES PER $1,000 OF SPECIFIED AMOUNT

The following charges apply to each $1,000 of Initial Specified Amount
surrendered during the first 10 policy years. The charges also apply to each
$1,000 of increase in Specified Amount surrendered during the first 10 years of
such increase. The word "surrender" as used in this provision means Full
Surrender, or a reduction in Specified Amount at the request of the Owner, or
due to a Partial Surrender. The charge for the surrender of all or any portion
of the Initial Specified Amount will be equal to the rate shown below for the
age at issue and the year of surrender, multiplied by the number of thousands of
Initial Specified Amount being surrendered. The charges for surrender of all or
any portion of an increase in Specified Amount will be equal to the rates shown
below for the age at issue of such increase and year of surrender, multiplied by
the number of thousands of such increase being surrendered. The maximum charge
for each partial surrender will be the lesser of 5% of the amount withdrawn or
$25.00.

<TABLE>
<CAPTION>


  ISSUE     YEAR   YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR
   AGE       1       2       3       4      5        6       7      8        9      10      11
- ------------------------------------------------------------------------------------------------
 <S>        <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>    <C>     <C>     <C>
   0       2.23    2.23     2.23     1.95    1.67     1.39    1.12    0.84    0.56    0.28   0.00
   1       2.24    2.24     2.24     1.96    1.68     1.40    1.12    0.84    0.56    0.28   0.00
   2       2.35    2.35     2.35     2.06    1.76     1.47    1.18    0.88    0.59    0.29   0.00
   3       2.35    2.35     2.35     2.06    1.76     1.47    1.18    0.88    0.59    0.29   0.00
   4       2.47    2.47     2.47     2.16    1.85     1.54    1.24    0.93    0.62    0.31   0.00

   5       2.58    2.58     2.58     2.26    1.94     1.61    1.29    0.97    0.65    0.32   0.00
   6       2.70    2.70     2.70     2.36    2.03     1.69    1.35    1.01    0.68    0.34   0.00
   7       2.82    2.82     2.82     2.47    2.12     1.76    1.41    1.06    0.71    0.35   0.00
   8       2.83    2.83     2.83     2.48    2.12     1.77    1.42    1.06    0.71    0.35   0.00
   9       2.94    2.94     2.94     2.57    2.21     1.84    1.47    1.10    0.74    0.37   0.00

  10       3.06    3.06     3.06     2.68    2.30     1.91    1.53    1.15    0.77    0.38   0.00
  11       3.18    3.18     3.18     2.78    2.39     1.99    1.59    1.19    0.80    0.40   0.00
  12       3.30    3.30     3.30     2.89    2.48     2.06    1.65    1.24    0.83    0.41   0.00
  13       3.53    3.53     3.53     3.09    2.65     2.21    1.77    1.32    0.88    0.44   0.00
  14       3.64    3.64     3.64     3.19    2.73     2.28    1.82    1.37    0.91    0.46   0.00

  15       3.76    3.76     3.76     3.29    2.82     2.35    1.88    1.41    0.94    0.47   0.00
  16       3.89    3.89     3.89     3.40    2.92     2.43    1.95    1.46    0.97    0.49   0.00
  17       4.00    4.00     4.00     3.50    3.00     2.50    2.00    1.50    1.00    0.50   0.00
  18       4.12    4.12     4.12     3.61    3.09     2.58    2.06    1.55    1.03    0.52   0.00
  19       4.36    4.36     4.36     3.82    3.27     2.73    2.18    1.64    1.09    0.55   0.00

  20       4.48    4.48     4.48     3.92    3.36     2.80    2.24    1.68    1.12    0.56   0.00
  21       4.60    4.60     4.60     4.03    3.45     2.88    2.30    1.73    1.15    0.58   0.00
  22       4.82    4.82     4.82     4.22    3.62     3.01    2.41    1.81    1.21    0.60   0.00
  23       4.94    4.94     4.94     4.32    3.71     3.09    2.47    1.85    1.24    0.62   0.00
  24       5.18    5.18     5.18     4.53    3.89     3.24    2.59    1.94    1.30    0.65   0.00

  25       5.42    5.42     5.42     4.74    4.07     3.39    2.71    2.03    1.36    0.68   0.00
  26       5.65    5.65     5.65     4.94    4.24     3.53    2.83    2.12    1.41    0.71   0.00
  27       5.89    5.89     5.89     5.15    4.42     3.68    2.95    2.21    1.47    0.74   0.00
  28       6.12    6.12     6.12     5.36    4.59     3.83    3.06    2.30    1.53    0.77   0.00
  29       6.36    6.36     6.36     5.57    4.77     3.98    3.18    2.39    1.59    0.80   0.00

  30       6.60    6.60     6.60     5.78    4.95     4.13    3.30    2.48    1.65    0.83   0.00
  31       7.07    7.07     7.07     6.19    5.30     4.42    3.54    2.65    1.77    0.88   0.00
  32       7.30    7.30     7.30     6.39    5.48     4.56    3.65    2.74    1.83    0.91   0.00
  33       7.64    7.64     7.64     6.69    5.73     4.78    3.82    2.87    1.91    0.96   0.00
  34       8.00    8.00     8.00     7.00    6.00     5.00    4.00    3.00    2.00    1.00   0.00

  35       8.35    8.35     8.35     7.31    6.26     5.22    4.18    3.13    2.09    1.04   0.00
  36       8.71    8.71     8.71     7.62    6.53     5.44    4.36    3.27    2.18    1.09   0.00
  37       9.18    9.18     9.18     8.03    6.89     5.74    4.59    3.44    2.30    1.15   0.00
  38       9.54    9.54     9.54     8.35    7.16     5.96    4.77    3.58    2.39    1.19   0.00
  39      10.01   10.01    10.01     8.76    7.51     6.26    5.01    3.75    2.50    1.25   0.00
</TABLE>
                                    Page 31
9760OU
<PAGE>

           TABLE OF SURRENDER CHARGES PER $1,000 OF SPECIFIED AMOUNT

The following charges apply to each $1,000 of Initial Specified Amount
surrendered during the first 10 policy years. The charges also apply to each
$1,000 of increase in Specified Amount surrendered during the first 10 years of
such increase. The word "surrender" as used in this provision means Full
Surrender, or a reduction in Specified Amount at the request of the Owner, or
due to a Partial Surrender. The charge for the surrender of all or any portion
of the Initial Specified Amount will be equal to the rate shown below for the
age at issue and the year of surrender, multiplied by the number of thousands of
Initial Specified Amount being surrendered. The charges for surrender of all or
any portion of an increase in Specified Amount will be equal to the rates shown
below for the age at issue of such increase and year of surrender, multiplied by
the number of thousands of such increase being surrendered. The maximum charge
for each partial surrender will be the lesser of 5% of the amount withdrawn or
$25.00.


<TABLE>
<CAPTION>


  ISSUE     YEAR    YEAR     YEAR    YEAR      YEAR    YEAR    YEAR    YEAR      YEAR    YEAR    YEAR
   AGE       1        2        3       4        5        6       7      8         9       10      11
- -------------------------------------------------------------------------------------------------------
 <S>        <C>     <C>      <C>     <C>       <C>      <C>     <C>     <C>    <C>     <C>     <C>
   40      10.48    10.48    10.48    9.17     7.86     6.55     5.24    3.93    2.62    1.31    0.00
   41      11.05    11.05    11.05    9.67     8.29     6.91     5.53    4.14    2.76    1.38    0.00
   42      11.63    11.63    11.63   10.18     8.72     7.27     5.82    4.36    2.91    1.45    0.00
   43      12.11    12.11    12.11   10.60     9.08     7.57     6.06    4.54    3.03    1.51    0.00
   44      12.80    12.80    12.80   11.20     9.60     8.00     6.40    4.80    3.20    1.60    0.00

   45      13.39    13.39    13.39   11.72    10.04     8.37     6.70    5.02    3.35    1.67    0.00
   46      14.09    14.09    14.09   12.33    10.57     8.81     7.05    5.28    3.52    1.76    0.00
   47      14.80    14.80    14.80   12.95    11.10     9.25     7.40    5.55    3.70    1.85    0.00
   48      15.49    15.49    15.49   13.55    11.62     9.68     7.75    5.81    3.87    1.94    0.00
   49      16.31    16.31    16.31   14.27    12.23    10.19     8.16    6.12    4.08    2.04    0.00

   50      17.14    17.14    17.14   15.00    12.86    10.71     8.57    6.43    4.29    2.14    0.00
   51      18.06    18.06    18.06   15.80    13.55    11.29     9.03    6.77    4.52    2.26    0.00
   52      19.00    19.00    19.00   16.63    14.25    11.88     9.50    7.13    4.75    2.38    0.00
   53      19.93    19.93    19.93   17.44    14.95    12.46     9.97    7.47    4.98    2.49    0.00
   54      20.99    20.99    20.99   18.37    15.74    13.12    10.50    7.87    5.25    2.62    0.00

   55      22.14    22.14    22.14   19.37    16.61    13.84    11.07    8.30    5.54    2.77    0.00
   56      23.32    23.32    23.32   20.41    17.49    14.58    11.66    8.75    5.83    2.92    0.00
   57      24.60    24.60    24.60   21.53    18.45    15.38    12.30    9.23    6.15    3.08    0.00
   58      25.99    25.99    25.99   22.74    19.49    16.24    13.00    9.75    6.50    3.25    0.00
   59      27.29    27.29    27.29   23.88    20.47    17.06    13.65   10.23    6.82    3.41    0.00

   60      28.91    28.91    28.91   25.30    21.68    18.07    14.46   10.84    7.23    3.61    0.00
   61      30.55    30.55    30.55   26.73    22.91    19.09    15.28   11.46    7.64    3.82    0.00
   62      32.30    32.30    32.30   28.26    24.23    20.19    16.15   12.11    8.08    4.04    0.00
   63      34.08    34.08    34.08   29.82    25.56    21.30    17.04   12.78    8.52    4.26    0.00
   64      36.06    36.06    36.06   31.55    27.05    22.54    18.03   13.52    9.02    4.51    0.00

   65      38.17    38.17    38.17   33.40    28.63    23.86    19.09   14.31    9.54    4.77    0.00
   66      39.07    39.07    39.07   34.19    29.30    24.42    19.54   14.65    9.77    4.88    0.00
   67      39.19    39.19    39.19   34.29    29.39    24.49    19.60   14.70    9.80    4.90    0.00
   68      39.32    39.32    39.32   34.41    29.49    24.58    19.66   14.75    9.83    4.92    0.00
   69      39.46    39.46    39.46   34.53    29.60    24.66    19.73   14.80    9.87    4.93    0.00

   70      39.60    39.60    39.60   34.65    29.70    24.75    19.80   14.85    9.90    4.95    0.00
   71      39.76    39.76    39.76   34.79    29.82    24.85    19.88   14.91    9.94    4.97    0.00
   72      39.80    39.80    39.80   34.83    29.85    24.88    19.90   14.93    9.95    4.98    0.00
   73      39.85    39.85    39.85   34.87    29.89    24.91    19.93   14.94    9.96    4.98    0.00
   74      39.90    39.90    39.90   34.91    29.93    24.94    19.95   14.96    9.98    4.99    0.00

   75      39.95    39.95    39.95   34.96    29.96    24.97    19.98   14.98    9.99    4.99    0.00
   76      40.00    40.00    40.00   35.00    30.00    25.00    20.00   15.00   10.00    5.00    0.00
   77      40.00    40.00    40.00   35.00    30.00    25.00    20.00   15.00   10.00    5.00    0.00
   78      40.00    40.00    40.00   35.00    30.00    25.00    20.00   15.00   10.00    5.00    0.00
   79      40.00    40.00    40.00   35.00    30.00    25.00    20.00   15.00   10.00    5.00    0.00

   80      40.00    40.00    40.00   35.00    30.00    25.00    20.00   15.00   10.00    5.00    0.00
</TABLE>
                                    Page 32
9760OU
<PAGE>

                    THE UNITED STATES LIFE Insurance Company
                            In the City of New York



This is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.  An Adjustable Death
Benefit is payable upon the Insured's death prior to the Maturity Date.
Investment results are reflected in policy benefits. ACCUMULATION VALUES and
CASH VALUES are flexible and will be based on the amount and frequency of
premiums paid and the investment results of the Separate Account.
NONPARTICIPATING - NOT ELIGIBLE FOR DIVIDENDS.












                For Information, Service or to make a Complaint

      Contact your Registered Representative, or our Administrative Center

        THE UNITED STATES LIFE Insurance Company In the City of New York
                                 P.O. BOX 4880
                           HOUSTON, TEXAS 77210-4880
                                 1-800-251-3720



97600N

<PAGE>


                                                                 EXHIBIT (10)(a)

   THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL")
                      Administrative Center:  Houston, TX
                    APPLICATION FOR VARIABLE LIFE INSURANCE

NOTICE: The amount of duration of the Death Benefit Proceeds and the Cash
Values provided by the policy when based on the investment experience of a
Separate Account, are variable, may increase or decrease, and not guaranteed
as to fixed dollar amount.  Upon the owner's written request, USL will
provide an illustration of the benefits and values of the policy, including
the Death Benefits and Cash Values.


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    PART 1. GENERAL INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>      <C>            <C>               <C>     <C>           <C>        <C>
1. NAMES OF PERSONS PROPOSED FOR INSURANCE                               Date of Birth    Ins.    Place of      Height
   FIRST        MIDDLE             LAST          Sex      Relationship   Mo   Day   Yr     Age      Birth      Ft    In    Weight
- -----------------------------------------------------------------------------------------------------------------------------------
A.  JOHN          M                DOE            M         Primary        1 - 1 - 62       35     TEXAS         5"10"      175
- -----------------------------------------------------------------------------------------------------------------------------------
Drivers Lic Num & State:____________________________ SS# ___________________
- -----------------------------------------------------------------------------------------------------------------------------------
B.
- -----------------------------------------------------------------------------------------------------------------------------------
Drivers Lic Num & State:____________________________ SS# ___________________
- -----------------------------------------------------------------------------------------------------------------------------------
C.
- -----------------------------------------------------------------------------------------------------------------------------------
D.
- -----------------------------------------------------------------------------------------------------------------------------------
For child or family benefits, list only children who are natural or legally adopted children of the Primary Proposed Insured or
Spouse and who actually reside at the address of the Primary Proposed Insured.
- -----------------------------------------------------------------------------------------------------------------------------------
2. PRESENT RESIDENCE OF PRIMARY PROPOSED INSURED             | 7. PREMIUMS TO BE PAID
   Address  123 Main St.                                     |    [ ]  Automatic Bank Check               [ ] Direct
   City    Houston              State Texas  ZIP 77041       |    [ ]  List Bill or Government Allotment    List Bill #____________
   Telephone (713) 466-3800       No. of Yrs.   10           |         Company_____________________________________________________
_____________________________________________________________|    [ ]  Annually        [ ] Semi-Annually         [ ] Quarter
3. OCCUPATION Proposed Insured A                             |    Amount paid with application $ _______________ or    [ ] None
   Occupation    Banker               Yrs.   10              |_____________________________________________________________________
                 -------------------        ----             | 8. BENEFICIARY DESIGNATION Proposed Insured A
   Employer Name   Bank One                                  |
                 ---------------------------------           |    ----------------------------------------------------------
   Address ---------------------------------------           |    First                                        Relationship

   City                       State       Zip                |    _______________________________________________________________
       -------------------          -----     -----          |     Second                                      Relationship
   Telephone (   )                                           |
                  --------------------------------           |    _______________________________________________________________
                                                             |     Trust Name                                  Date of Trust
   Proposed Insured B                                        |
                                                             |    Proposed Insured B
   Occupation                        Yrs.                    |
             ------------------            ----              |    _______________________________________________________________
   Employer Name                                             |     First                                       Relationship
                ----------------------------------           |
   Address                                                   |    _______________________________________________________________
          ----------------------------------------           |     Second                                      Relationship
   City                       State        Zip               |
       -------------------          -----      -----         |    _______________________________________________________________
   Telephone (   )                                           |     Trust Name                                  Date of Trust
                  --------------------------------           |
                                                             |_____________________________________________________________________
_____________________________________________________________| 9. PREMIUM  PAYOR
4. HAS PROPOSED INSURED A OR B USED TOBACCO IN ANY FORM      |    Name_____________________________________________________________
   IN THE PAST 24 MONTHS?                                    |    Address__________________________________________________________
   Proposed Insured A  [ ] Yes  [X] No                       |    City_____________________________________ State _____  ZIP_______
   Proposed Insured B  [ ] Yes  [ ] No                       |    Relationship to Primary Proposed Insured_________________________
_____________________________________________________________|    Secondary Payor
5. PLAN OF BASIC INSURANCE:                   Amount         |    Name   John Doe
        Variable Universal Life                              |    Address 123 Main St.
   ----------------------------------------     $ 25,000     |    City Houston                                State TX    ZIP 77041
   Planned Periodic Premium                     $__________  |_____________________________________________________________________
   Lump Sum Payment                             $__________  | 10. POLICYOWNER AND TAXPAYER IDENTIFICATION NUMBER
   Benefit Option:  [ ]  1 - Level  2 - Increasing           |     (must be completed)
   Are you requesting Select Rates?  [ ] Yes  [ ] No         |     Policyowner Name_______________________________________________
_____________________________________________________________|     Address________________________________________________________
6. ADDITIONAL BENEFITS TO BE ADDED           Amount          |     City_______________________________________State_____ ZIP______
   [ ] Terminal Illness Rider                                |     Social Security or Tax ID Number_______________________________
   [ ] Waiver of Monthly Deduction                           |     Policyowner Date of Birth______________________________________
   [ ] Accidental Death Benefit............. $_____________  |     [ ] Insured      [ ] Other     Relationship____________________
   [ ] Spouse/Other Insured Rider........... $_____________  |     Contingent Owner Designation
   [ ] CIB __________ Units                                  |     Contingent Policyowner Name____________________________________
   [ ] Automatic Increase Rider               _____________% |     Social Security or Tax ID Number_______________________________
   [ ] Return of Premium Death Benefit Option                |     (Contingent Policyowner designation becomes effective upon
   [ ] Other _______________________________ $_____________  |     the death of the Primary Owner)

</TABLE>

                                      -1-
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                             <C>         <C>

11.  HAS ANY PERSON PROPOSED FOR INSURANCE DURING THE LAST 12 MONTHS
     a. had a heart attack, stroke, cancer, diabetes, or disorder of the immune system?                           [ ] Yes   [X] No
     b. been confined to a hospital or other health care facility and/or been advised to have any diagnostic
        test or surgery not yet performed?                                                                        [ ] Yes   [X] No
____________________________________________________________________________________________________________________________________

                     Temporary insurance is not available if there are any "yes" answers to question number 11
___________________________________________________________________________________________________________________________________
12.  REPLACEMENTS, EXCHANGES, CONVERSIONS
If this is a replacement, required state replacement forms and disclosures must be used.

a.    List below all Life Insurance policies in force and applied for in all companies.
        (Use explanations section on pg. 3 if necessary.)

 Proposed      Proposed                                          Coverage Amount        Is Beneficiary           Replace
  Insured       Insured                         Year                                      Business or
     A             B               Company      Issued          Life            ADB         Personal?         Yes        NO
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
                                                                                                               Proposed Insured:
                                                                                                                   A      B-D
                                                                                                              Yes    No   Yes    No
b.  Is this insurance intended to be a 1035 tax-free exchange?                                                [ ]   [X]   [ ]   [ ]
c.  Is this insurance intended to be a term conversion?                                                       [ ]   [X]   [ ]   [ ]
d.  Will this insurance replace, change, or use the cash value of any existing insurance policy or annuity?   [ ]   [X]   [ ]   [ ]
___________________________________________________________________________________________________________________________________
                                                 PART 2. UNDERWRITING INFORMATION
Important:                (QUESTIONS 1 & 2 MUST BE ANSWERED EVEN IF A MEDICAL EXAM WILL BE PROVIDED)
___________________________________________________________________________________________________________________________________
PROVIDE DETAILS TO ANY YES ANSWERS UNDER EXPLANATIONS ON PAGE 3

1. Has any Proposed Insured:
                                                                                                             Proposed Insured
                                                                                                                 A   |  B-D
                                                                                                             Yes  No | Yes   No
   a. in the past 2 years flown in any type of aircraft or plan to fly in the future, other than                     |
      as a passenger?...................................................................................... [ ]  [X] |  [ ]  [ ]
      (If "Yes" complete Military & Civilian Aviation Supplement.)                                                   |
   b. in the past 2 years participated or expect to participate in any vehicle racing on land or water,              |
      bobsledding, scuba or skin diving, skydiving or parachuting, ultralight aviation, or mountaineering?. [ ]  [X] |  [ ]  [ ]
      (If "Yes" complete Avocation Questionnaire.)                                                                   |
   c. during the past 90 days submitted an application for life insurance to any other company or is any             |
      contemplated?........................................................................................ [ ]  [X] |  [ ]  [ ]
   d. ever had a life insurance application modified, rated, declined, postponed, withdrawn, canceled, or            |
      refused for renewal?................................................................................. [ ]  [X] |  [ ]  [ ]
   e. any intention of traveling or residing outside the United States or Canada within the next 24 months. [ ]  [X] |  [ ]  [ ]
   f. during the past 3 years been refused a driver's license, had a moving violation, or been involved in           |
      1 or more accidents?................................................................................. [ ]  [X] |  [ ]  [ ]
      (If "Yes" give license number, issue state & details.)                                                         |
   g. ever used cocaine, barbiturates, heroin, or other narcotic drugs, except as legally prescribed by a            |
      physician?........................................................................................... [ ]  [X] |  [ ]  [ ]
   h. ever sought, received advice, counseling or treatment for the use of alcohol, marijuana, barbiturates,         |
      or drugs including prescription drugs?............................................................... [ ]  [X] |  [ ]  [ ]
_____________________________________________________________________________________________________________________| ____________
2. Has any Proposed Insured ever been diagnosed or treated by any member of the medical profession for               |
   Acquired Immune Deficiency Syndrome (AIDS)?                                                              [ ]  [X] |
_____________________________________________________________________________________________________________________| ____________
3. Has any Proposed Insured in the past 3 years ever had:                                                            |
   a.  fainting spells, nervous disorder, convulsions or paralysis?........................................ [ ]  [X] |  [ ]  [ ]
   b.  pain or discomfort in the chest, or shortness of breath?............................................ [ ]  [X] |  [ ]  [ ]
   c.  disorder of the stomach, intestines, rectum or blood in the urine?.................................. [ ]  [X] |  [ ]  [ ]
_____________________________________________________________________________________________________________________| ____________
4. Has any Proposed Insured, ever consulted a physician for or been diagnosed or treated for:                        |
   a. mental disorder, epilepsy or stroke?................................................................. [ ]  [X] |  [ ]  [ ]
   b. disease or disorder of the heart or blood vessels, heart attack, high blood pressure, or                       |
      rheumatic fever?..................................................................................... [ ]  [X] |  [ ]  [ ]
   c. elevated cholesterol?................................................................................ [ ]  [X] |  [ ]  [ ]
   d. disease or disorder of the lungs, asthma, emphysema, or tuberculosis?................................ [ ]  [X] |  [ ]  [ ]
   e. disease or disorder of stomach, intestines, rectum, liver, or gall bladder?.......................... [ ]  [X] |  [ ]  [ ]
   f. disease or disorder of the kidney, bladder, or prostate gland?....................................... [ ]  [X] |  [ ]  [ ]
   g. sugar, albumin, blood, or pus in the urine?.......................................................... [ ]  [X] |  [ ]  [ ]
   h. cancer, tumor, syphilis, diabetes, gland or blood disorder, ulcer, rupture, or disease or disorder             |
      of the breast or reproductive organs?................................................................ [ ]  [X] |  [ ]  [ ]
_____________________________________________________________________________________________________________________| ____________
5. Has any Proposed Insured during the past 3 years:                                                                 |
   a. received or claimed disability or hospital indemnity benefits or a pension for any injury, sickness,           |
      disability or impaired condition?.................................................................... [ ]  [X] |  [ ]  [ ]
   b. had any other impairment, sickness, laboratory tests, or diagnostic procedures?...................... [ ]  [X] |  [ ]  [ ]
   c. been confined in a hospital or other health care facility, had a blood transfusion, or had surgery             |
      performed, advised, or contemplated?................................................................. [ ]  [X] |  [ ]  [ ]
_____________________________________________________________________________________________________________________| ____________
6. Is any Proposed Insured now taking any medication or under any treatment?                                [ ]  [X] |  [ ]  [ ]
_____________________________________________________________________________________________________________________| ____________
7. MEDICAL EXAM CERTIFICATE (Complete when submitting a medical examination from another company.)                   |
   a. Attached examinations on the life of:                                                                          |
      ______________________________________________________________________________________________________________ |
                                                                                                                     |
   b. Name of insurance company for which examination was made and date of the examination:                          |
      ______________________________________________________________________________________________________________ |
       Company                                                                   Date of Exam                        |
   c. Has Proposed Insured A or B consulted a doctor or other practitioner or received medical or surgical           |
      advice since the date of the examination?............................................................ [ ]  [X] |  [ ]  [ ]
   d. To the best of Proposed Insured A's or B's knowledge and belief, are any statements in the                     |
      examination now inaccurate, as of today?............................................................. [ ]  [X] |  [ ]  [ ]

</TABLE>

                                      -2-
<PAGE>

8. FAMILY HISTORY

<TABLE>
<S>                                                              <C>

                       Proposed Insured A                                               Proposed Insured B
- -------------------------------------------------------------    ---------------------------------------------------------------
Family      If living    If not living,  State of health or      Family     If living     If not living,    State of health or
History   current age(s)  age at death  cause & date of death    History  current age(s)   age at death    cause & date of death
- -------------------------------------------------------------    ---------------------------------------------------------------
Father                                                           Father
- -------------------------------------------------------------    ---------------------------------------------------------------
Mother                                                           Mother
- -------------------------------------------------------------    ---------------------------------------------------------------
Brothers                                                         Brothers
& Sisters                                                        & Sisters
- -------------------------------------------------------------    ---------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
9.  PERSONAL PHYSICIAN INFORMATION

                      Proposed Insured A                                                  Proposed Insured B
               Who is your personal physician?                                     Who is your personal physician?

Name: _____________________________________________________         Name: ______________________________________________________
Address: ___________________________________________________        Address: ___________________________________________________
City _________________________ State ___________ Zip________        City _________________________ State ___________ Zip________
Phone:  (   )_______________________________________________        Phone:  (   )_______________________________________________
Date personal physician was last seen? _____________________        Date personal physician was last seen? _____________________
Reason Seen? _______________________________________________        Reason Seen? _______________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
EXPLANATIONS:

Details of any "Yes" answers to questions 1-7. Identify question number; circle applicable items; include diagnosis, treatment
dates, duration, and names and addresses of all attending physicians and health care facilities.

- ----------------------------------------------------------------------------------------------------------------------------------
  QUES                  (Proposed) Insured A                               QUES                 (Proposed) Insureds B-D
- ----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

                                                PART 3. FINANCIAL INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL INFORMATION MUST BE COMPLETED (1) FOR BUSINESS INSURANCE OR (2) FOR A PROPOSED INSURED AGE 65 OR OVER OR (3) WHERE THE
FACE AMOUNT EXCEEDS $250,000 FOR PROPOSED INSUREDS UNDER AGE 65. IF FACE AMOUNT APPLIED FOR IS $1 MILLION OR MORE, PROVIDE AN
EXPANDED FINANCIAL STATEMENT. I BELIEVE THAT THIS PURCHASE OF LIFE INSURANCE IS SUITABLE FOR THIS APPLICANT/INSURED, BASED UPON THE
APPLICANT'S NEEDS, FINANCIAL SITUATION AND INSURANCE OBJECTIVES.
- ------------------------------------------------------------------------------------------------------------------------------------
1.  For personal insurance:
    a.  What is the purpose of the insurance? Check all that apply.
        [ ] Estate preservation  [ ] Family protection  [ ] Mortgage protection  [ ] Charitable  [ ] Other ____________________

    b.  What is the Proposed Insured(s)
        1)  Annual earned income $____________________                    3)  Total assets $___________________
        2)  Annual interest & other income $________________              4)  Total liabilities $______________
            (include retained earnings)

  2.    For business insurance:
        a. What is the purpose of the insurance? Check all that apply.
           [ ] Key person     [ ] Buy-Sell    [ ] Split dollar    [ ] Stock redemption   [ ] Creditor    [ ] Other_________________
        b. Annual net profit before taxes:  Last year $________________   2 years ago $_________________   net worth $_____________
        c. If key person insurance: Retained earnings $ _______________                     Yes              No
           1)  Are all partners or key people to be covered?                                [ ]              [ ]
           2)  Does either Proposed Insured have an ownership interest in the business?     [ ]              [ ]
               If "Yes" what is Proposed Insured A's percent of ownership?__________%
               If "Yes" what is Proposed Insured B's percent of ownership?__________%
</TABLE>

                                      -3-
<PAGE>

SPECIAL INSTRUCTIONS

- --------------------------------------------------------------------------------
               AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I hereby give my consent to: (1) any physician or medical practitioner; (2)
hospital, clinic, or other health care facility; (3) insurance or reinsurance
company; (4) consumer reporting agency, insurance support organization; (5)
my employer; or (6) the Medical Information Bureau, Inc., to give to THE
UNITED STATES LIFE Insurance Company In the City of New York ("USL") all
information it has pertaining to:  (1) my medical consultations, treatments
or surgeries; (2) hospital confinements which concern the physical and mental
condition of myself, my spouse or my minor children; (3) my use of drugs or
alcohol; or (4) any other non-health (non-medical) information.

In turn, USL is free to disclose such information and any information
developed during its evaluation of my application to: (1) its reinsurers; (2)
the Medical Information Bureau, Inc.; (3) other insurance companies; (4) me;
(5) any physician designated by me; or (6) any person or entity required to
receive such information by law or as I may further consent.

I, as well as any person authorized to act on my behalf, may, upon written
request, obtain a copy of this consent from USL.

This consent shall be valid for thirty (30) months from the date stated
below. I agree that a photocopy of this consent shall be as valid as the
original. I authorize USL to obtain an investigative consumer report on me. I
understand that I may: (1) request to be interviewed in connection with the
preparation of the investigative consumer report; and (2) receive, upon
written request, a copy of such report if no personal interview is in fact
conducted.

DECLARATION. I have read the above statements or they have been read to me. I
represent that the above statements are true and complete to the best of my
knowledge and belief. I understand that any misrepresentation contained in
this application and relied on by the Company may be used to reduce or deny a
claim or void the policy if it is within its contestable period and if such
misrepresentation materially affects the acceptance of the risk. Except as
may be provided in a Limited Temporary Life Insurance Agreement for which all
eligibility requirements are met, I understand and agree that no insurance
shall be in effect pursuant to this application, or under any policy issued
by the Company, until: (1) the policy has been delivered and accepted; (2)
the full first mode premium for the issued policy has been paid; and, (3)
between the date of the application and the delivery and acceptance of the
policy, there has been no material change in the health of any person
proposed for insurance. I understand and agree that no agent is authorized
to: (1) accept risks or pass upon insurability; (2) make or modify contracts;
or (3) waive any of the Company's rights or requirements.

I have received a copy of the Fair Credit Reporting Act, Medical Information
Bureau (MIB), Insurance Information Practices, and Telephone Interview
Information notices.

IF ELIGIBLE: I have received and accepted the Limited Temporary Life
Insurance Agreement. Temporary insurance is available only if: (1) the full
first mode premium is submitted with this application; and (2) only "No"
answers have been given in Part 1, Question 11.
- --------------------------------------------------------------------------------
Under penalties of perjury, I certify: (1) that the number shown on this
application is my correct social security (or taxpayer identification) number
and (2) that I am not subject to backup withholding under Section
3406(a)(1)(C) of the Internal Revenue Code.

The Internal Revenue Service does not require your consent to any provision
of this document other than the certifications required to avoid backup
withholding.
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                 <C>                                         <C>

Signed at __________________________________________________________  Date:______________________________
                          CITY                      STATE

X____________________________________      X________________________________________      X___________________________________
 SIGNATURE OF PROPOSED INSURED A            SIGNATURE OF OWNER/TRUSTEE (If other than       SIGNATURE OF OWNER
 (If below age 15, signature of parent      Primary Proposed Insured. Show officer's
 or guardian.)                              title if signing for firm.)

X____________________________________      X________________________________________      X___________________________________
  SIGNATURE OF PROPOSED INSURED B           SIGNATURE OF OWNER                             SIGNATURE OF OWNER

I certify that I have truthfully and accurately recorded on the application the information supplied by the Proposed Insured(s) and
personally witnessed the signature(s) of the Proposed Insured(s).

______________________________       _________________________________       ______________________________    ____________________
   AGENT NAME (Please Print)                  SIGNATURE OF AGENT                        AGENT NO.                STATE LICENSE NO.
</TABLE>

                                      -4-
<PAGE>

              AGENT'S REPORT (MUST be completed to issue policy.)

 1. IF PRIMARY PROPOSED INSURED HAS LIVED AT PRESENT ADDRESS LESS THAN 5 YEARS,
    LIST PREVIOUS ADDRESSES FOR THE PAST 5 YEARS, WITH DATES.


    List address where correspondence should be sent, if different than the
    Primary Proposed Insured's or Owner's address shown in Part 1.

 2. CURRENT MARITAL STATUS
    [ ] Married    [ ] Single   [ ] Divorced    [ ] Separated    [ ] Widowed

 3. IF MARRIED, WHAT AMOUNT OF INSURANCE IS IN FORCE ON THE SPOUSE?
    $__________________

 4. IF PRIMARY PROPOSED INSURED IS A CHILD, WHAT AMOUNT OF INSURANCE IS IN FORCE
    ON THE FATHER AND/OR MOTHER? $____________________

 5. HOW LONG HAVE YOU KNOWN THE PROPOSED INSURED(S)?
    Insured A ______________    Insured B ______________

 6. ARE YOU RELATED BY BLOOD OR MARRIAGE TO ANY PROPOSED INSURED?
    [ ] Yes     [ ] No      Relationship _______________________

 7. DID YOU PERSONALLY SEE ALL PROPOSED INSUREDS AND ASK EACH AND EVERY QUESTION
    AND ACCURATELY RECORD THEIR ANSWERS YOURSELF?
    [ ] Yes     [ ] No      If "No" give details in Remarks.

 8. WHICH OF THE FOLLOWING HAVE YOU SCHEDULED?               Proposed Insured
                                                                 A       B
         Blood Profile                                          [ ]     [ ]
         HOS                                                    [ ]     [ ]
         Inspection                                             [ ]     [ ]
         Resting EKG                                            [ ]     [ ]
         Stress EKG                                             [ ]     [ ]
         Chest X-Ray                                            [ ]     [ ]
         Para Med ________________________________________      [ ]     [ ]
                   NAME OF EXAMINER/SERVICE      DATE
         Medical _________________________________________      [ ]     [ ]
                   NAME OF EXAMINER/SERVICE      DATE
         APS from ________________________________________      [ ]     [ ]
                     DOCTOR                      DATE
         APS from ________________________________________      [ ]     [ ]
                     DOCTOR                      DATE

 9. COMPLETE IF PART 3 NOT COMPLETED
    a. Purpose of insurance. Check all that apply.
       [ ] Estate preservation   [ ] Family protection      [ ] Charitable
       [ ] Mortgage protection   [ ] Other________________________________
    b. Annual earned income of the Proposed Insured(s) or of the Payor,
       if other than the Primary Proposed Insured
       Proposed Insured A  $_____________________________
       Proposed Insured B  $_____________________________

10. TELEPHONE INTERVIEW INFORMATION
    Best time to call Proposed Insured(s) at

    Business (____)_________      Home (____)___________
    Time ___________________      Time _________________

11. AGENT(S) TO RECEIVE COMMISSION & VOLUME CREDIT

    (Circle letter to indicate who           Agency    Agent      Percent
    should receive correspondence.)          Number    Number    of credit
    -----------------------------------------------------------------------
    a.
    -----------------------------------------------------------------------
    b.
    -----------------------------------------------------------------------
    c.
    -----------------------------------------------------------------------

12. To the best of your knowledge, will the insurance applied for replace or
    change existing insurance or annuity in this or any other company?
    [ ] Yes    [ ] No

    If "Yes," was Definition of Replacement form completed and signed as
    required? [ ] YES    [ ] NO   If "No," please explain:


REMARKS:


          (   )                                X
- -------   ----------------------------------   --------------------------------
  Date    Contact Person if other than Agent   SIGNATURE OF AGENT

          (   )
          ----------------------------------   --------------------------------
          Telephone No. of Agent               PLEASE PRINT NAME

          (   )                                X
          ----------------------------------   --------------------------------
          Facsimile No. of Agent               STREET ADDRESS (Please Print)

                                               --------------------------------
                                               CITY             STATE     ZIP

                                      -5-
<PAGE>

- --------------------------------------------------------------------------------
                            BANK DRAFT INFORMATION
- --------------------------------------------------------------------------------
The Automatic Bank Check plan, commonly known as ABC or Electronic Funds
Transfer, is a preauthorized debit service which offers a convenient way to pay
your insurance premiums. Under the ABC plan, your insurance premiums are
collected from your bank account electronically. After each premium payment has
been withdrawn from your bank account, a single-line entry in the amount of your
premium payment will appear on your bank statement. That entry will be your
receipt for payment of your premium. When paying with ABC, you no longer have to
write additional checks or mail any premium payments. As long as you maintain a
sufficient balance in your bank account, your insurance premiums are
automatically paid from your account with no further effort on your part.

                         PREAUTHORIZED DEBIT AGREEMENT

I, the undersigned bank account owner, hereby authorize and request THE
UNITED STATES LIFE Insurance Company In the City of New York ("Company") to
initiate electronic or other commercially accepted type debits against the
indicated bank account in the depository institution named below
("Depository") for the payment of premiums and other indicated charges due on
the insurance policy or policies listed below (hereafter referred to as
"Policy", whether one or more), and to continue to initiate such debits in
the event of a conversion, renewal or other change to any such policy. I
hereby agree to indemnify and hold the Company harmless from any loss, claim
or liability of any kind by reason or dishonor of any debit.

I understand that this Authorization will not affect the terms of the Policy,
other than the mode of payment, and that if premiums are not paid within the
applicable grace period, the Policy will terminate, subject to any applicable
nonforfeiture provision. I acknowledge that the debit appearing on my bank
statement shall constitute my receipt of payment, but no payment is deemed
made until the company receives actual payment in its Administrative Center.
I understand that this Authorization will not result in any insurance
becoming effective under any conditional receipt or temporary insurance
unless all terms of such conditional receipt or temporary insurance have been
met.

I agree that this Authorization may be terminated by me or the Company at any
time and for any reason by providing written notice of such termination to
the non-terminating party and may be terminated by the Company immediately if
any debt is not honored by the Depository named below for any reason.

   POLICY NO.                       INSURED               PREMIUM AMOUNT

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

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

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

    Bank Account Number    _____________________  FREQUENCY: [ ] Monthly
    Transit Routing Number _____________________             [ ] Quarterly
    Name of Depository     _____________________             [ ] Semi-Annually
    Address of Depository  _____________________             [ ] Annually

Preferred withdrawal date_______________________________________

[ ] Please initiate debits against my account for all outstanding premiums due.

             ____________________________________________________
             Signature of Bank Account Owner                 Date

                          PLEASE ATTACH VOIDED CHECK

                                      -6-
<PAGE>

   THE UNITED STATES LIFE Insurance Company In the City of New York ("USL")
                      Administrative Center:  Houston, TX
                  LIMITED TEMPORARY LIFE INSURANCE AGREEMENT
- --------------------------------------------------------------------------------

Received $_______________________ on this date from____________________________.

This amount was paid when, on this date, a life insurance application was signed
in which _________________________________ is named as the Primary Proposed
Insured. We agree to provide temporary life insurance coverage as described
below, subject to the rules that follow:

ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY: DO NOT MAKE CHECK
PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK.

NOTE: AGENT DOES NOT HAVE THE AUTHORITY TO ACCEPT A PREMIUM (INCLUDING AUTOMATIC
BANK DRAFT CHECK, SALARY SAVINGS OR GOVERNMENT ALLOTMENT) WITH THIS APPLICATION
IF THE CONDITIONS IN THE DECLARATION CANNOT BE MET; IF ANY PART OF QUESTION 11
HAS BEEN ANSWERED "YES", ANSWERED FALSELY, OR LEFT BLANK, THIS AGREEMENT WILL BE
VOID AND ANY PAYMENT SUBMITTED WILL BE REFUNDED.

  1. The full first mode premium must be submitted with this application. (Any
     payment submitted must be honored on its first presentation for
     payment.)

  2. The answer to all parts of question 11 must be "NO".

  3. Upon receipt of due proof of the death of any person to be insured during
     the period covered by this agreement, the total amount we will pay under
     the policy, any riders, and this agreement, will be the lesser of:
     (a) the amount applied for on such person; or
     (b) $300,000 and the amount of any premium paid for coverage in excess of
         $300,000 on such person.

  4. Such payment will be made in one sum to the beneficiary stated in the
     application. If death is due to suicide, payment will be limited to the
     return of the amount paid. Coverage under this agreement will be subject to
     the terms of the policy for which application is made.

  5. Coverage will begin on the latest of the following dates:
     (a) the date of the application;
     (b) the date that all medical examinations have been taken; or
     (c) the date requested in the application.

  6. Coverage under this agreement will cease on the earliest of the following
     dates:
     (a) the date we issue the policy as applied for;
     (b) the date a policy issued other than as applied for is offered to the
         applicant;
     (c) the date we decline the application;
     (d) the date we state that the application will not be considered on a
         prepaid basis; or
     (e) 60 days from the date coverage begins under this agreement.

  7. Any payment submitted to and accepted by the Company will be:
     (a) applied to pay the first premium due if the policy is issued as applied
         for;
     (b) applied toward payment of the first premium if a policy is issued other
         than as applied for and is accepted by the applicant;
     (c) refunded if we decline the application or if the applicant refuses to
         accept a policy issued other than as applied for.

       No changes may be made in the terms and conditions of this form.

    No statement which claims to make such a change will bind the Company.

I understand and agree that no agent is authorized to accept risks or pass upon
insurability, to make or modify contracts, or to waive any of the company's
rights or requirements.

Signed at__________________________________________ Date:________________
             CITY               STATE


X __________________________________________________________________________
               SIGNATURE OF AGENT                         AGENT NUMBER

                                      -7-
<PAGE>

DETACH THIS
NOTICE & LEAVE
IT WITH THE
PROPOSED INSURED

   THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL")
                      Administrative Center:  Houston, TX
                          NOTICE TO PROPOSED INSURED
- --------------------------------------------------------------------------------
                           Fair Credit Reporting Act

In compliance with the Fair Credit Reporting Act, as amended, we advise you
that we may, as a part of our normal procedure for processing your contract
application, request that an investigative consumer report be prepared
whereby information is obtained through personal interviews with your
neighbors, friends, former employers, primary insurance company or others
with whom you are acquainted. This inquiry includes information as to your
character, general reputation, personal characteristics and mode of living.

You have the right to make a written request to our Administration Center
within a reasonable period of time to receive additional, detailed
information about the nature and scope of this investigation, if one is made.
Please address your request to The United States Life Insurance Company In
the City of New York, P.O. Box 4880, Administrative Center, Houston, Texas
77210-4880. These reports are obtained in your best interest. They assist us
in determining that the Company's insureds meet certain standards, thus
allowing us to continue offering coverage at the lowest possible cost to all
who qualify.

                          Medical Information Bureau

Information regarding your insurability will be treated as confidential. USL
or its reinsurers may, however, make a brief report thereon to the Medical
Information Bureau, a non-profit membership organization of life insurance
companies, which operates an information exchange on behalf of its members.
If you apply to another Bureau member company for life or health insurance
coverage, or a claim for benefits is submitted to such a company, the Bureau,
upon request, will supply such company with the information in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. If you question the accuracy of
information in the Bureau's file, you may contact the Bureau and seek a
correction in accordance with the procedures set forth in the Federal Fair
Credit Reporting Act. The address of the Bureau's information office is Post
Office Box 105, Essex Station, Boston, Massachusetts 01112, telephone number
(617) 426-3660.

USL or its reinsurers may also release information in its file to other life
insurance companies to whom you may apply for life or health insurance, or to
whom a claim for benefits may be submitted.

                        Insurance Information Practices

To issue an insurance policy, we need to obtain information about you and any
other persons proposed for insurance. Some of that information will come from
you and some will come from other sources. That information and any
subsequent information collected by us may in certain circumstances be
disclosed to third parties without your specific authorization.

You have a right of access and correction with respect to the information
collected about you except information which relates to a claim or civil or
criminal proceeding.

If you wish to have a more detailed explanation of our information practices,
please contact: The United States Life Insurance Company In the City of New
York, Administrative Center, P.O. Box 4880, Houston, Texas 77210-4880.

                Telephone Interview Information (If Applicable)

To help us process your application as rapidly as possible, USL may have one
of its representatives contact you by telephone and at your convenience to
secure additional underwriting information.

You may be assured that all information developed in this interview will be
kept in strictest confidence and used solely for insurance purposes.

                                      -8-

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                     EXHIBIT (10)(b)


                                             THE UNITED STATES LIFE INSURANCE COMPANY
                                                  IN THE CITY OF NEW YORK("USL")
                                                Administrative Center: Houston, TX

                                                     VARIABLE UNIVERSAL LIFE
                                                INSURANCE SUPPLEMENTAL APPLICATION
                         (This supplement must accompany the appropriate application for life insurance.)
<S>                                            <C>         <C>                                                <C>         <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  PART 1.  APPLICANT INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
Supplement to the application on the life of ________________ JOHN DOE_______________________, dated _____________________________.
- ------------------------------------------------------------------------------------------------------------------------------------
                                              PART 2.  INITIAL ALLOCATION PERCENTAGES
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPTIONS: In the "Premium Allocation" column, indicate how each premium received is to be allocated. In the "Deduction
Allocation" column, indicate which investment options are to be used for the deduction of monthly account charges. Total allocations
in each column must equal 100%. Use whole percentages only.

                                              Premium    Deduction                                             Premium     Deduction
                                            Allocation  Allocation                                            Allocation  Allocation
                                            ----------  ----------                                            ----------  ----------

[USL Declared Fixed Interest Account (148)     100%        100%   MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
AIM VARIABLE INSURANCE FUNDS, INC.                                Equity Growth Division (159)                     ___%       ___%
AIM V.I. International Equity Division (150)   ___%        ___%   High Yield Division (160)                        ___%       ___%
AIM V.I. Value Division (151)                  ___%        ___%   PUTNAM VARIABLE TRUST
AMERICAN GENERAL SERIES PORTFOLIO COMPANY                         Putnam VT Diversified Income Division (162)      ___%       ___%
International Equities Division (152)          ___%        ___%   Putnam VT Growth and Income Division (161)       ___%       ___%
MidCap Index Division (153)                    ___%        ___%   Putnam VT Int'l Growth and Income Division (163) ___%       ___%
Money Market Division (149)                    ___%        ___%   SAFECO RESOURCE SERIES TRUST
Stock Index Division (154)                     ___%        ___%   Equity Division (164)                            ___%       ___%
DREYFUS VARIABLE INVESTMENT FUND                                  Growth Division (165)                            ___%       ___%
Quality Bond Division (156)                    ___%        ___%   VAN KAMPEN LIFE INVESTMENT TRUST
Small Cap Division (155)                       ___%        ___%   Strategic Stock Division (158)                   ___%       ___%
MFS VARIABLE INSURANCE TRUST                                      OTHER: ________________________________          ___%       ___%]
MFS Emerging Growth Series (157)               ___%        ___%                                                    100%       100%
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  PART 3.  DOLLAR COST AVERAGING
- ------------------------------------------------------------------------------------------------------------------------------------
DOLLAR COST AVERAGING: ($5,000 MINIMUM BEGINNING ACCUMULATION VALUE) An amount can be systematically transferred from the [Money
Market Division (149)] and transferred to one or more of the investment options below. The USL Declared Fixed Interest Account is
not available for Dollar Cost Averaging. Please refer to the prospectus for more information on the Dollar Cost Averaging option.

DAY OF THE MONTH FOR TRANSFERS: __________________________ (Choose a day of the month between 1-28.)
FREQUENCY OF TRANSFERS:            [_] Monthly         [_] Quarterly      [_] Semiannually         [_] Annually
TRANSFER $__________________ ($100 MINIMUM, WHOLE DOLLARS ONLY) from the AGSPC Money Market Division to the following division(s):
[(151) AIM V.I. International Equity          $______                  (159) Equity Growth                                 $______
 (151) AIM V.I. Value                         $______                  (160) High Yield                                    $______
 (152) International Equities                 $______                  (162) Putnam VT Diversified Income                  $______
 (153) MidCap Index                           $______                  (161) Putnam VT Growth and Income                   $______
 (154) Stock Index                            $______                  (163) Putnam VT Int'l Growth and Income             $______
 (156) Quality Bond                           $______                  (164) Equity                                        $______
 (155) Small Cap                              $______                  (165) Growth                                        $______
 (157) MFS Emerging Growth Series             $______                  (158) Strategic Stock                               $______
                                                                       Other: ________________________________             $______ ]
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  PART 4.  AUTOMATIC REBALANCING
- ------------------------------------------------------------------------------------------------------------------------------------
AUTOMATIC REBALANCING: ($5,000 MINIMUM BEGINNING ACCUMULATION VALUE) Variable division assets will be automatically rebalanced based
on the premium percentages designated in Part 2. If the USL Declared Fixed Interest Account has been designated for premium
allocation in Part 2, the rebalancing will be based on the proportion allocated to the variable divisions. Please refer to the
prospectus for more information on the Automatic Rebalancing option.

                                             [_] CHECK HERE FOR AUTOMATIC REBALANCING.

FREQUENCY:                  [_] Quarterly          [_] Semiannually            [_] Annually

NOTE: Automatic Rebalancing is not available if the Dollar Cost Averaging option has been chosen.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            PAGE 1 of 2
USL 8992-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             THE UNITED STATES LIFE INSURANCE COMPANY
                                                  IN THE CITY OF NEW YORK("USL")
                                                Administrative Center: Houston, TX
<S>                                                                                                                  <C>      <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                      PART 5.  SUITABILITY (ALL QUESTIONS MUST BE ANSWERED.)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      YES      NO
1.  Have you, the Proposed Insured or Owner (if different), received the variable universal life insurance
    policy prospectus and the prospectuses describing the investment options?                                         [X]     [_]
    (If "yes," please furnish the Prospectus dates.)
            Variable Universal Life Insurance Policy Prospectus:      _______________
            Supplements (if any):                                     _______________

2.  Do you understand that under the Policy applied for:

         a. THE AMOUNT OR DURATION OF THE DEATH BENEFIT MAY INCREASE OR DECREASE, DEPENDING ON THE
            INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT?                                                            [X]     [_]

         b. THE POLICY VALUES MAY INCREASE OR DECREASE, DEPENDING ON THE INVESTMENT EXPERIENCE OF THE SEPARATE
            ACCOUNT, THE USL DECLARED FIXED INTEREST ACCOUNT ACCUMULATION, AND CERTAIN EXPENSE DEDUCTIONS?            [X]     [_]

         c. The Policy is designed to provide life insurance coverage and to allow for the accumulation of
            values in the Separate Account?                                                                           [X]     [_]

3.  Do you believe the Policy you selected meets your insurance and investment objectives and your anticipated
    financial needs?                                                                                                  [X]     [_]

Signed at: NEW YORK,_________________________________________________________NY__            Date:_________11/1/98_______________
           CITY                                                             STATE

  X___________JOHN DOE_______________________________________        X____________________________________________________________
   SIGNATURE OF PRIMARY PROPOSED INSURED                              SIGNATURE OF REGISTERED REPRESENTATIVE

  X__________________________________________________________        X____________________________________________________________
   SIGNATURE OF OWNER (if different from Proposed Insured)            PRINT NAME OF BROKER/DEALER

  X__________________________________________________________
   SIGNATURE OF JOINT OWNER (if applicable)


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

                                                            PAGE 2 of 2
USL 8992-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             THE UNITED STATES LIFE INSURANCE COMPANY
                                                  IN THE CITY OF NEW YORK("USL")
                                                Administrative Center: Houston, TX

                                                     VARIABLE UNIVERSAL LIFE
                                                INSURANCE SUPPLEMENTAL APPLICATION
                         (This supplement must accompany the appropriate application for life insurance.)
<S>                                            <C>         <C>                                                <C>         <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  PART 1.  APPLICANT INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------

Supplement to the application on the life of ________________ JOHN DOE_______________________, dated _____________________________.

- ------------------------------------------------------------------------------------------------------------------------------------
                                              PART 2.  INITIAL ALLOCATION PERCENTAGES
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPTIONS: In the "Premium Allocation" column, indicate how each premium received is to be allocated. In the "Deduction
Allocation" column, indicate which investment options are to be used for the deduction of monthly account charges. Total allocations
in each column must equal 100%. Use whole percentages only.

                                              Premium    Deduction                                             Premium     Deduction
                                            Allocation  Allocation                                            Allocation  Allocation
                                            ----------  ----------                                            ----------  ----------

[USL Declared Fixed Interest Account (148)     100%        100%   MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
AIM VARIABLE INSURANCE FUNDS, INC.                                Equity Growth Division (159)                     ___%       ___%
AIM V.I. International Equity Division (150)   ___%        ___%   High Yield Division (160)                        ___%       ___%
AIM V.I. Value Division (151)                  ___%        ___%   PUTNAM VARIABLE TRUST
AMERICAN GENERAL SERIES PORTFOLIO COMPANY                         Putnam VT Diversified Income Division (162)      ___%       ___%
International Equities Division (152)          ___%        ___%   Putnam VT Growth and Income Division (161)       ___%       ___%
MidCap Index Division (153)                    ___%        ___%   Putnam VT Int'l Growth and Income Division (163) ___%       ___%
Money Market Division (149)                    ___%        ___%   SAFECO RESOURCE SERIES TRUST
Stock Index Division (154)                     ___%        ___%   Equity Division (164)                            ___%       ___%
DREYFUS VARIABLE INVESTMENT FUND                                  Growth Division (165)                            ___%       ___%
Quality Bond Division (156)                    ___%        ___%   VAN KAMPEN LIFE INVESTMENT TRUST
Small Cap Division (155)                       ___%        ___%   Strategic Stock Division (158)                   ___%       ___%
MFS VARIABLE INSURANCE TRUST                                      OTHER: ________________________________          ___%       ___%]
MFS Emerging Growth Series (157)               ___%        ___%                                                    100%       100%
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  PART 3.  DOLLAR COST AVERAGING
- ------------------------------------------------------------------------------------------------------------------------------------
DOLLAR COST AVERAGING: ($5,000 MINIMUM BEGINNING ACCUMULATION VALUE) An amount can be systematically transferred from the [Money
Market Division (149)] and transferred to one or more of the investment options below. The USL Declared Fixed Interest Account is
not available for Dollar Cost Averaging. Please refer to the prospectus for more information on the Dollar Cost Averaging option.

DAY OF THE MONTH FOR TRANSFERS: __________________________ (Choose a day of the month between 1-28.)
FREQUENCY OF TRANSFERS:            [_] Monthly         [_] Quarterly      [_] Semiannually         [_] Annually
TRANSFER $__________________ ($100 MINIMUM, WHOLE DOLLARS ONLY) from the AGSPC Money Market Division to the following division(s):
[(151) AIM V.I. International Equity          $______                  (159) Equity Growth                                 $______
 (151) AIM V.I. Value                         $______                  (160) High Yield                                    $______
 (152) International Equities                 $______                  (162) Putnam VT Diversified Income                  $______
 (153) MidCap Index                           $______                  (161) Putnam VT Growth and Income                   $______
 (154) Stock Index                            $______                  (163) Putnam VT Int'l Growth and Income             $______
 (156) Quality Bond                           $______                  (164) Equity                                        $______
 (155) Small Cap                              $______                  (165) Growth                                        $______
 (157) MFS Emerging Growth Series             $______                  (158) Strategic Stock                               $______
                                                                       Other: ________________________________             $______ ]
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  PART 4.  AUTOMATIC REBALANCING
- ------------------------------------------------------------------------------------------------------------------------------------
AUTOMATIC REBALANCING: ($5,000 MINIMUM BEGINNING ACCUMULATION VALUE) Variable division assets will be automatically rebalanced based
on the premium percentages designated in Part 2. If the USL Declared Fixed Interest Account has been designated for premium
allocation in Part 2, the rebalancing will be based on the proportion allocated to the variable divisions. Please refer to the
prospectus for more information on the Automatic Rebalancing option.

                                             [_] CHECK HERE FOR AUTOMATIC REBALANCING.

FREQUENCY:                  [_] Quarterly          [_] Semiannually            [_] Annually

NOTE: Automatic Rebalancing is not available if the Dollar Cost Averaging option has been chosen.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            PAGE 1 of 2
USL 8992-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             THE UNITED STATES LIFE INSURANCE COMPANY
                                                  IN THE CITY OF NEW YORK("USL")
                                                Administrative Center: Houston, TX
<S>                                                                                                                  <C>      <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                      PART 5.  SUITABILITY (ALL QUESTIONS MUST BE ANSWERED.)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      YES      NO
1.  Have you, the Proposed Insured or Owner (if different), received the variable universal life insurance
    policy prospectus and the prospectuses describing the investment options?                                         [X]     [_]
    (If "yes," please furnish the Prospectus dates.)
            Variable Universal Life Insurance Policy Prospectus:      _______________
            Supplements (if any):                                     _______________

2.  Do you understand that under the Policy applied for:

         a. THE AMOUNT OR DURATION OF THE DEATH BENEFIT MAY INCREASE OR DECREASE, DEPENDING ON THE
            INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT?                                                            [X]     [_]

         b. THE POLICY VALUES MAY INCREASE OR DECREASE, DEPENDING ON THE INVESTMENT EXPERIENCE OF THE SEPARATE
            ACCOUNT, THE USL DECLARED FIXED INTEREST ACCOUNT ACCUMULATION, AND CERTAIN EXPENSE DEDUCTIONS?            [X]     [_]

         c. The Policy is designed to provide life insurance coverage and to allow for the accumulation of
            values in the Separate Account?                                                                           [X]     [_]

3.  Do you believe the Policy you selected meets your insurance and investment objectives and your anticipated
    financial needs?                                                                                                  [X]     [_]

Signed at: NEW YORK,_________________________________________________________NY__            Date:_________11/1/98_______________
           CITY                                                             STATE

  X___________JOHN DOE_______________________________________        X____________________________________________________________
   SIGNATURE OF PRIMARY PROPOSED INSURED                              SIGNATURE OF REGISTERED REPRESENTATIVE

  X__________________________________________________________        X____________________________________________________________
   SIGNATURE OF OWNER (if different from Proposed Insured)            PRINT NAME OF BROKER/DEALER

  X__________________________________________________________
   SIGNATURE OF JOINT OWNER (if applicable)


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

                                                            PAGE 2 of 2
USL 8992-97
</TABLE>



<PAGE>

                                                                 EXHIBIT (10)(c)

                                SERVICE REQUEST

       P L A T I N U M
- ----------------------
              INVESTOR
- ----------------------
THE UNITED STATES LIFE
- -------------------------------------------------------------------------------

Platinum Investor--Variable Divisions

AIM VARIABLE INSURANCE FUNDS, INC.
  *  Division 150 - AIM V.I. International Equity
  *  Division 151 - AIM V.I. Value

AMERICAN GENERAL SERIES PORTFOLIO COMPANY
  *  Division 152 - International Equities
  *  Division 153 - MidCap Index
  *  Division 149 - Money Market
  *  Division 154 - Stock Index

DREYFUS VARIABLE INVESTMENT FUND
  *  Division 156 - Quality Bond
  *  Division 155 - Small Cap

MFS VARIABLE INSURANCE TRUST
  *  Division 157 - MFS Emerging Growth

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
  *  Division 159 - Equity Growth
  *  Division 160 - High Yield

PUTNAM VARIABLE TRUST
  *  Division 162 - Putnam VT Diversified Income
  *  Division 161 - Putnam VT Growth and Income
  *  Division 163 - Putnam VT Int'l Growth and Income

SAFECO RESOURCES SERIES TRUST
  *  Division 164 - Equity
  *  Division 165 - Growth

VAN KAMPEN LIFE INVESTMENT TRUST
  *  Division 158 - Strategic Stock

Platinum Investor--Fixed Division
  *  Division 148 - USL Declared Fixed Interest Account
<PAGE>

<TABLE>
<CAPTION>
                                               THE UNITED STATES LIFE INSURANCE COMPANY
 Complete and return this request to:
        Administrative Center                      In The City of New York ("USL")
 PO Box 4880 Houston, TX 77210-4880              Administration Center: Houston, TX
           (800)251-3720
        Fax: (713) 620-3857
  Hearing Impaired: (888) 436-5258         VARIABLE UNIVERSAL LIFE INSURANCE SERVICE REQUEST
<S>                         <C>                                                            <C>
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] POLICY               1.| POLICY #:___________________________________________________  INSURED:_________________________________
    IDENTIFICATION         |
                           | ADDRESS:________________________________________________________________________ New Address (yes)(no)
COMPLETE THIS SECTION      |
  FOR ALL REQUESTS.        | Primary Owner (If other than insured):__________________________________________
                           |
                           | Address:________________________________________________________________________ New Address (yes)(no)
                           |
                           | Primary Owner's S.S. No. or Tax I.D. No._____________________________ Phone Number: (  )____ - ______
                           |
                           | Joint Owner (If applicable):____________________________________________________
                           |
                           | Address:________________________________________________________________________ New Address (yes)(no)
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] NAME                 2.|
    CHANGE                 | Change Name Of: (Circle One)       Insured    Owner      Payor     Beneficiary
                           |
Complete this section if   | Change Name From: (First, Middle, Last)             Change Name To: (First, Middle, Last)
 the name of the Insured,  |
Owner, Payor or Beneficiary| _________________________________________           _________________________________________________
 has changed. (Please note,|
 this does not change the  |
 Insured, Owner, Payor or  | Reason for Change: (Circle One)   Marriage   Divorce   Correction   Other (Attach copy of legal proof)
 Beneficiary designation)  |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] MODE OF PREMIUM      3.|
    PAYMENT/BILLING        | Indicate frequency and premium amount desired: $______ Annual  $______ Semi-Annual  $_______ Quarterly
    METHOD CHANGE          |                                                $______ Monthly (Bank Draft Only)
Use this section to change |
the billing frequence and/ | Indicate billing method desired:_____ Direct Bill ______ Pre-Authorized Bank Draft (attach a Bank Draft
or method of premium pay-  |                                                          Authorization Form and "Void" Check)
 ment. Note, however, that |
USL will not bill you on a | Start Date: ______/______/_____
direct monthly basis. Refer|
to your policy and its     |
 related prospectus for    |
further information        |
concerning minimum premiums|
and billing options.       |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] LOST POLICY          4.|
    CERTIFICATE            | I/we hereby certify that the policy of insurance for the listed policy has been ____LOST_____DESTROYED
                           |                                                                                         _____OTHER.
Complete this section if   | Unless I/we have directed cancellation of the policy, I/we request that a:
applying for a Certificate |
 of Insurance or duplicate |            _________ Certificate of Insurance at no charge
policy to replace a lost or|
misplaced policy. If a full|            _________ Full duplicate policy at a charge of $25
 duplicate policy is being |
requested, a check or money|  be issued to me/us. If the original policy is located, I/we will return the Certificate or duplicate
order for $25 payable to   |  policy  to USL for cancellation.
 USL must be submitted with|
      this request.        |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ]  DOLLAR COST         5.| Designate the day of the month for transfers:_________(choose a day from 1-28)
     AVERAGING             | Frequency of transfers (check one): _______Monthly  _______Quarterly ______Semi-Annually _____Annually
($5,000 minimum initial    |
accumulation value) An     |
 amount may be deducted    | I want: $___________($100 minimum) taken from the Money Market Division (149) and transferred to the
periodically from the      | following Divisions:
Money Market Division and  |
placed in one or more of   | AIM Variable Insurance Funds, Inc.                 Morgan Stanley Dean Witter Universal Funds, Inc.
the Divisions listed. The  | $_________(150) AIM V.I. International Equity      $________(159) Equity Growth
 USL Declared Fixed In-    | $_________(151) AIM V.I. Value                     $________(160) High Yield
 terest Account is not     | American General Series Portfolio Company          Putnam Variable Trust
 available for Dollar Cost | $_________(152) International Equities             $________(162) Putnam VT Diversified Income
Averaging. Please refer to | $_________(153) MidCap Index                       $________(161) Putnam VT Growth and Income
 the propectus for more    | $_________(154) Stock Index                        $________(163) Putnam VT Int'l Growth & Income
information on the Dollar  | Dreyfus Variable Investment Fund                   SAFECO Resource Series Trust
 Cost Averaging Option.    | $_________(156) Quality Bond                       $________(164) Equity
                           | $_________(155) Small Cap                          $________(165) Growth
                           | MFS Variable Insurance Trust                       Van Kampen Life Investment Trust
                           | $_________(157) MFS Emerging Growth                $________(158) Strategic Stock
                           |
                           | ________INITIAL HERE TO REVOKE DOLLAR COST AVERAGING ELECTION.
- -----------------------------------------------------------------------------------------------------------------------------------
                                                            PAGE 2 OF 4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                         <C>                                                            <C>
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] CORRECT AGE          6.| Name of Insured for whom this correction is submitted:___________________________________
                           |
Use this section to correct| Correct DOB: ________/________/________
 the age of any person     |
covered under this policy. |
Proof of the correct date  |
 of birth must accompany   |
      this request.        |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] TRANSFER OF          7.|                                    (Division Name or Number)               (Division Name or Number)
    ACCUMULATED VALUES     |
                           | Transfer $________ or %_______ from_______________________________to__________________________________
 Use this section if you   |
want to move money between | Transfer $________ or %_______ from_______________________________to__________________________________
 divisions. Withdrawals    |
 from the USL Declared     | Transfer $________ or %_______ from_______________________________to__________________________________
Fixed Interest Account are |
limited to 60 days after   | Transfer $________ or %_______ from_______________________________to__________________________________
the policy anniversary and |
to no more than 25% of the | Transfer $________ or %_______ from_______________________________to__________________________________
 total unloaned value of   |
 the USL Declared Fixed    | Transfer $________ or %_______ from_______________________________to__________________________________
 Interest Account on the   |
 policy anniversary. If a  | Transfer $________ or %_______ from_______________________________to__________________________________
   transfer causes the     |
balance in any division to | Transfer $________ or %_______ from_______________________________to__________________________________
  drop below $500, USL     |
 reserves the right to     | Transfer $________ or %_______ from_______________________________to_________________________________
 transfer the remaining    |
       balance.            | Transfer $________ or %_______ from_______________________________to__________________________________
Amounts to be transferred  |
  should be indicated in   | Transfer $________ or %_______ from_______________________________to__________________________________
   dollar or percentage    |
   amounts, maintaining    | Transfer $________ or %_______ from_______________________________to__________________________________
  consistency throughout.  |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] CHANGE IN            8.| INVESTMENT DIVISION                      PREM %  DED %    INVESTMENT DIVISION            PREM %   DED %
    ALLOCATION             |
    PERCENTAGES            | (148) USL Declared Fixed Interest                          Morgan Stanley Dean Witter
                           |        Account                           ______  ______    Universal Funds, Inc.
  Use this section to      | AIM Variable Insurance Funds, Inc.                         (159) Equity Growth          ______  ______
indicate how premiums or   | (150) AIM V.I. Int'l Equity             ______  ______     (160) High Yield             ______  ______
 monthly deductions are to | (151) AIM V.I. Value                    ______  ______
   be allocated. Total     |                                                           Putnam Variable Trust
    allocation in each     | American General Series Portfolio Co.                     (162) Putnam VT Diversified
column must equal 100%;    | (152) International Equities            ______  ______           Income                 ______  ______
   whole numbers only.     | (153) MidCap Index                      ______  ______    (161) Putnam VT Growth &
                           | (149) Money Market                      ______  ______           Income                 ______  ______
                           | (154) Stock Index                       ______  ______    (163) Putnam VT Int'l
                           |                                                                  Growth & Income        ______  ______
                           | Dreyfus Variable Investment Fund
                           | (156) Quality Bond                      ______  ______     SAFECO Resources Series Trust
                           | (155) Small Cap                         ______  ______     (164) Equity                 ______  ______
                           |                                                            (165) Growth                 ______  ______
                           | MFS Variable Insurance Trust
                           | (157) MFS Emerging Growth               ______  ______     Van Kampen Life Investment
                           |                                                            Trust
                           |                                                            (158) Strategic Stock        ______  ______
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] AUTOMATIC            9.| Indicate frequency: _______ Quarterly ______ Semi-Annually ______ Annually
    REBALANCING            |
                           |                   (Division Name or Number)                       (Division Name or Number)
    ($5,000 minimum        | %_________:________________________________________    %_________:____________________________________
 accumulation value) Use   |
this section to apply for  | %_________:________________________________________    %_________:____________________________________
   or make changes to      |
Automatic Rebalancing of   | %_________:________________________________________    %_________:____________________________________
 the variable divisions.   |
   Please refer to the     | %_________:________________________________________    %_________:____________________________________
   prospectus for more     |
    information on the     | %_________:________________________________________    %_________:____________________________________
  Automatic Rebalancing    |
Option. This option is not | %_________:________________________________________    %_________:____________________________________
available while the Dollar |
 Cost Averaging Option is  |
        in use.            |  _________INITIAL HERE TO REVOKE AUTOMATIC REBALANCING ELECTION.
- -----------------------------------------------------------------------------------------------------------------------------------
                                                            PAGE 3 OF 4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                     <C>   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] REQUEST FOR         10.|  _________I request a partial surrender of $_________ or %_________ of the net cash surrender value.
    PARTIAL                |
    SURRENDER/             |  _________I request a loan in the amount of $________.
    POLICY LOAN            |
                           |  _________I request the maximum loan amount available from my policy.
 Use this section to apply |
  for a partial surrender  | Unless you direct otherwise below, proceeds are allocated according to the deduction allocation
from or policy loan against| percentages in effect, if available; otherwise they are taken pro-rata from the USL Declared Fixed
policy values. For detailed| Interest Account and Variable Divisions in use.
  information concerning   |
 these two options please  | ______________________________________________________________________________________________________
 refer to your policy and  |
its related prospectus. If | ______________________________________________________________________________________________________
  applying for a partial   |
   surrender, be sure to   | ______________________________________________________________________________________________________
  complete the Notice of   |
Withholding section of this| ______________________________________________________________________________________________________
Service Request in addition|
     to this section.      |
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] NOTICE OF           11.| The taxable portion of the distribution you receive from your variable universal life insurance policy
    WITHHOLDING            | is subject to federal income tax withholding unless you elect not to have withholding apply.
                           | Withholding of state income tax may also be required by your state of residence. You may elect not to
 Complete this section if  | have withholding apply by checking the appropriate box below. If you elect not to have withholding
  you have applied for a   | apply to your distribution or if you do not have enough income tax withheld, you may be responsible for
   partial surrender in    | payment of estimated tax. You may incur penalties under the estimated tax rules, if your withholding
       Section 10.         | and estimated tax are not sufficient.
                           |
                           | Check one: _______ I do want income tax withheld from this distribution.
                           |
                           |            _______ I do not want income tax withheld from this distribution.
                           |
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] AFFIRMATION/        12.| CERTIFICATION: Under penalties of perjury, I certify: (1) that the number shown on this form is my
    SIGNATURE              | correct taxpayer identification number and; (2) that I am not subject to backup withholding under
                           | Section 3406(a)(1)(C) of the Internal Revenue Code.
Complete this section for  |
       ALL requests.       | The Internal Revenue Service does not require your consent to any provision of this document other
                           | than the certification required to avoid backup
                           | withholding.
                           |
                           | Dated at __________________________________ this _________ day of ________________________, 19________.
                           |
                           |
                           |  X_________________________________________________      X_____________________________________________
                           |   SIGNATURE OF OWNER                                      SIGNATURE OF WITNESS
                           |
                           |  X_________________________________________________      X_____________________________________________
                           |   SIGNATURE OF JOINT OWNER                                SIGNATURE OF WITNESS
                           |
                           |  X_________________________________________________      X_____________________________________________
                           |   SIGNATURE OF ASSIGNEE                                   SIGNATURE OF WITNESS
                           |
                           |
                           |
- -----------------------------------------------------------------------------------------------------------------------------------
                                                            PAGE 4 OF 4

</TABLE>


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