AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT VL R
S-6, 1997-12-18
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                                                   Registration No. 333-______
  As filed with the Securities and Exchange Commission on December 18, 1997
  -------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-6

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

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VL-R
                             (Exact Name of Trust)

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                           (Exact Name of Depositor)
                             2727-A Allen Parkway
                           Houston, Texas 77019-2191
         (Complete Address of Depositor's Principal Executive Offices)

                            Steven A, Glover, Esq.
               Associate General Counsel and Assistant Secretary
                    American General Life Insurance Company
                             2727-A Allen Parkway
                           Houston, Texas 77019-2191
               (Name and Complete Address of Agent for Service)

                   Please send copies of all communications
                                     to:

               Gary O. Cohen, Esq. and Thomas C. Lauerman, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W., Suite 825
                            Washington, D.C. 20036

               Title and Amount of Securities Being Registered:
                 An Indefinite Amount of Units of Interest in
                    American General Life Insurance Company
                             Separate Account VL-R
                    Under Variable Life Insurance Policies

<PAGE>

Amount of Filing Fee:  None required.

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

This filing is made  pursuant to Rules 6c-3 and 6e-3(T)  under the  Investment
Company Act of 1940.

Registrant  elects  to be  governed  by Rule  6e-3(T)(b)(13)(I)(A)  under  the
Investment  Company Act of 1940,  with respect to the Variable Life  Insurance
Policies described in the Prospectus.


                                      ii

<PAGE>

<TABLE>
                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VL-R
                 RECONCILIATION AND TIE BETWEEN ITEMS IN FORM
                           N-8B-2 AND THE PROSPECTUS
                   (PURSUANT TO INSTRUCTION 4 OF FORM S-6)


<CAPTION>
 ITEMS OF FORM N-8B-2*          CAPTIONS IN PROSPECTUS
<S>                             <C>
  1                             Additional Information: Separate Account VL-R.

  2                             Additional Information: AGL.

  3                             Inapplicable.

  4                             Additional   Information:    Distribution   of
                                Policies.

  5, 6                          Additional Information: Separate Account VL-R.

  7                             Inapplicable.**

  8                             Inapplicable.**

  9                             Additional information: Legal Matters.

 10(a)                          Additional   Information:   Your  Beneficiary,
                                Assigning Your Policy.

 10(b)                          Basic  Questions  You May  Have:  How will the
                                value of my investment in a Policy change over
                                time?

 10(c), 10(d)                   Basic Questions You May Have: How can I change
                                my  Policy's  insurance  coverage?  How  can I
                                access my investment in a Policy? Can I choose
                                the  form in which  AGL pays out any  proceeds
                                from my Policy?
</TABLE>

<TABLE>
<CAPTION>
ITEMS OF FORM N-8B-2            CAPTIONS IN PROSPECTUS
<S>                             <C>
 10(e)                          Basic  Questions  You May Have:  Must I invest
                                any minimum amount in a Policy?

 10(f)                          Additional Information: Voting Privileges.

 10(g)(1), 10(g)(4),            Basic  Questions  You May Have: To what extent
 10(h)(3), 10(h)(2)             will AGL vary the terms and  conditions of the
                                Policies  in  particular   cases?   Additional
                                Information:  Voting  Privileges;   Additional
                                Rights That We Have.


                                     iii

<PAGE>

 10(g)(3), 10(g)(4),            Inapplicable.**
 10(h)(3), 10(h)(4)

 10(i)                          Additional information: Separate Account VL-R;
                                Tax Effects.

 11                             Basic  Questions  You May  Have:  How will the
                                value of my investments change over time?

 12(a)                          Additional Information: Separate Account VL-R;
                                Front Cover.

 12(b)                          Inapplicable.

 12(c),                         12(d) Inapplicable.**

 12(e)                          Inapplicable, because the Separate Account has
                                not yet commenced operations.

 13(a)                          Basic  Questions  You May Have:  What  charges
                                will  AGL  deduct  from  my  investment  in  a
                                Policy?  What  charges and  expenses  will the
                                mutual  Funds  deduct from the amount I invest
                                through  my  Policy?  Additional  Information:
                                More About Policy Charges.

 13(b)                          Illustrations of Hypothetical Policy Benefits.

 13(c)                          Inapplicable.**

 13(d)                          Basic  Questions  You May Have: To what extent
                                will AGL vary the terms and  conditions of the
                                Policies in particular cases?

 13(e), 13(f)                   None.

 14                             Basic Questions You May Have: How can I invest
                                money in a Policy?

 15                             Basic Questions You May Have: How can I invest
                                money in a Policy?  How do I communicate  with
                                AGL?

 16                             Basic  Questions  You May  Have:  How will the
                                value of my investment in a Policy change over
                                time? Additional Information: Separate Account
                                VL-R.

 17(a), 17(b)                   Captions  referenced under Items 10(c), 10(d),
                                and 10(e).


                                      iv

<PAGE>

 17(c)                          Inapplicable.

 18(a)                          Captions referred to under Item 16.

 18(b), 18(d)                   Inapplicable.

 18(c)                          Additional Information: Separate Account VL-R.

 19                             Additional Information: Voting Privileges; Our
                                Reports to Policy Owners.

 20(a)                          Captions   referenced  under  Items  10(g)(1),
                                10(g)(2), 10(h)(1), and 10(h)(2).

 20(b), 20(c), 20(d),           Inapplicable.
 20(e), 20(f)

 21(a),                         21(b) Basic  Questions You May Have: How can I
                                access my investment  in a Policy?  Additional
                                Information: Payment of Policy Proceeds.

 21(c)                          Inapplicable.**

 22                             Additional  Information:   Payment  of  Policy
                                Proceeds--Delay to Challenge Coverage.

 23                             Inapplicable.**

 24                             Basic  Questions  You  May  Have;   Additional
                                Information.

 25                             Additional Information:  American General Life
                                Insurance Company.

 26                             Inapplicable, because the Separate Account has
                                not yet commenced operations.

 27                             Additional Information:  American General Life
                                Insurance Company.

 28                             Additional Information: AGL; AGL's Management.

 29                             Additional Information: AGL.


                                      v

<PAGE>

 30, 31, 32, 33, 34             Inapplicable, because the Separate Account has
                                not yet commenced operations.

 35                             Inapplicable.**

 36                             Inapplicable.**

 37                             None.

 38, 39                         Additional  Information:  Distribution  of the
                                Policies.

 40                             Inapplicable, because the Separate Account has
                                not yet commenced operations.

 41(a)                          Additional  Information:  Distribution  of the
                                Policies.

 41(b), 41(c)                   Inapplicable.**

 42, 43                         Inapplicable, because the Separate Account has
                                not yet  commenced  operations  or issued  any
                                securities.

 44(a)(1), 44(a)(2),            Basic  Questions  You May  Have:  How will the
 44(a)(3)                       value of my investment in a Policy change over
                                time?

 44(a)(4)                       Additional   Information:   Tax   Effects--Our
                                Taxes.

 44(a)(5), 44(a)(6)             Basic  Questions  You May Have:  What  charges
                                will  AGL  deduct  from  my  investment  in  a
                                Policy?

 44(b)                          Inapplicable.**

 44(c)                          Caption referenced in 13(d) above.

 45                             Inapplicable, because the Separate Account has
                                not yet commenced operations.

 46(a)                          Captions referenced in 44(a) above.

 46(b)                          Inapplicable.**

 47, 48, 49                     None.

 50                             Additional Information: Separate Account VL-R.


                                      vi

<PAGE>

 51                             Inapplicable.

 52(a), 52(c)                   Basic  Questions  You May Have: To what extent
                                will AGL vary the terms and  conditions of the
                                Policies  in  particular   cases?   Additional
                                Information: Additional Rights That We Have

 52(b), 52(d)                   None.

 53(a)                          Additional   Information:   Tax   Effects--Our
                                Taxes.

 53(b), 54                      Inapplicable.

 55                             Illustrations of Hypothetical Policy Benefits.

 56-59                          Inapplicable.**

<FN>

*    Registrant  includes  this  Reconciliation  and  Tie in its  Registration
Statement in compliance with  Instruction 4 as to the Prospectus as set out in
Form S-6. Separate Account VL-R has, simultaneously  herewith,  filed a notice
of  registration  as an investment  company on Form N-8A under the  Investment
Company  Act of  1940,  and it  intends  to  file a Form  N-8B-2  Registration
Statement  within the next several weeks.  Pursuant to Sections 8 and 30(b)(1)
of the  Investment  Company Act of 1940,  Rule 30a-1 under the Act,  and Forms
N-8B-2  and  N-SAR  under  that Act,  the  Account  will keep its Form  N-8B-2
Registration Statement current through the filing of periodic reports required
by the Securities and Exchange Commission.

**   Not required pursuant to either  Instruction 1(a) as to the Prospectus as
set out in Form S-6 or the  administrative  practice of the Commission and its
staff of adapting the disclosure requirements of the Commission's registration
statement  forms in  recognition  of the  differences  between  variable  life
insurance  policies and other  periodic  payment plan  certificates  issued by
investment  companies and between  separate  accounts  organized as management
companies and unit investment trusts.
</FN>
</TABLE>


                                      vii

<PAGE>

                      PLATINUM INVESTOR I (SM) AND
                        PLATINUM INVESTOR II (SM)


   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES (THE "POLICIES")

                                Issued by

             AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")

                              HOME OFFICE:

        (Express Delivery)                    (US Mail)
        2727-A Allen Parkway                  Variable Universal Life
        Houston, Texas 77019-2191             Administration
        PHONE:  1-888-325-9315                P.O. Box 4880
          or  1-713-831-3443                  Houston, Texas 77210-4880
        FAX:  1-713-620-3857

INVESTMENT OPTIONS. The AGL Declared Fixed Interest Account is the fixed
investment  option  for  these  policies.  You can  also  invest  in the
following variable  investment  options.  You may change your selections
from time to time:

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

                                   (1) Variable Annuity Life
                                       Insurance Company *                                            Massachusetts Financial
  AIM Advisors, Inc.*              (2) Bankers Trust Company(+)     The Dreyfus Corporation*          Services Company*
 --------------------------------------------------------------------------------------------------------------------------------
 MORGAN STANLEY                    PUTNAM VARIABLE TRUST            SAFECO RESOURCE                  VAN KAMPEN AMERICAN
 UNIVERSAL FUNDS, INC.             o Putnam VT Diversified          SERIES TRUST                     CAPITAL LIFE INVESTMENT
 o Equity Growth Portfolio (1)       Income Fund                    o Equity Portfolio               TRUST
 o High Yield Portfolio (2)        o Putnam VT Growth               o Growth Portfolio               o Strategic Stock Portfolio
                                   o Putnam VT Growth
                                     and Income Fund
                                   o Putnam VT International
                                     Growth and Income Fund
(1) Morgan Stanley Asset Mgmt,
    Inc.*                                                           SAFECO Asset Management           Van Kampen American Capital
(2) Miller Anderson Sherrerd, LLP* Putnam  Management, Inc.*        Company*                          Asset Management, Inc.*
 --------------------------------------------------------------------------------------------------------------------------------
<FN>
 *  The Investment Adviser of the investment option
(+) The Investment Sub-Adviser of the investment option
</FN>
</TABLE>

<PAGE>

      SEPARATE  PROSPECTUSES  CONTAIN MORE INFORMATION  ABOUT THE MUTUAL FUNDS
("FUNDS" OR "MUTUAL FUNDS") IN WHICH WE INVEST THE ACCUMULATION VALUE 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, ABOVE. YOUR INVESTMENT  RESULTS
IN ANY SUCH OPTION WILL DEPEND ON THOSE OF THE RELATED  FUND.  THEREFORE,  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 AGL REPRESENTATIVE OR FROM US
AT OUR HOME OFFICE LISTED ABOVE.

      OTHER CHOICES YOU HAVE.  During the insured person's  lifetime,  you can
also (1) change the amount of  insurance,  (2) borrow or withdraw  amounts you
have invested,  (3) choose,  within limits,  when and how much you invest, and
(4) choose  whether the amount you have invested  under your Policy,  upon the
insured person's death,  will 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 8, below.

      RIGHT TO  RETURN.  If for any  reason  you are not  satisfied  with your
Policy,  you may return it to us for a full refund.  (In some states,  we will
adjust  this  amount  for any  investment  performance  you have  earned.)  To
exercise  your right to return your  Policy,  you must mail it directly to the
Home Office address shown on the cover of this  prospectus or return it to the
AGL representative  through whom you purchased the Policy within 10 days after
you receive it. In a few states,  this period may be longer.  Because you have
this right,  we will invest your initial  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  division  and  allocated  to the  investment
options at the same time as your initial premium.

      PLEASE READ THIS PROSPECTUS  CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.
THIS PROSPECTUS CONTAINS  INFORMATION THAT YOU SHOULD KNOW BEFORE INVESTING IN
A POLICY. THE POLICIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION  ("SEC").  NOR HAS THE SEC PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

      THIS BOOKLET IS CALLED A "PROSPECTUS." ITS DATE IS _____________, 1998


                                      2

<PAGE>

                           GUIDE TO THIS PROSPECTUS

      This booklet (which we call a prospectus)  contains information that you
should know before you  purchase a Platinum  InvestorSM  variable  life policy
("Policy") or exercise any of your rights or privileges under a Policy.

      This  prospectus   describes  two  versions  of  the  Platinum  Investor
Policies: the Platinum Investor I and the Platinum Investor II Policies.  Your
AGL representative can advise you which version of the Policy he or she offers
or whether he or she offers  both.  You cannot  change to a different  version
once your coverage takes effect. The Platinum Investor I and Platinum Investor
II Policies  are  identical,  except for the  differences  that are  discussed
beginning on page 13, below.

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

<TABLE>
<CAPTION>
                                                                           PAGE TO SEE 
                  BASIC QUESTIONS YOU MAY HAVE                          IN THIS PROSPECTUS
<S>                                                                     <C>
o  What are the Policies?..............................................     Front Cover
                                                                               Page

o  How can I invest money in a Policy?.................................

o  How will the value of my investment in a Policy change over time?...

o  What is the basic amount of insurance  ("death  benefit")  that AGL
   pays if the insured person dies?....................................

o  What charges will AGL deduct from my investment in a Policy?........

o  What charges and expenses will the Mutual Funds deduct from the
   amount I invest through my Policy?..................................

o  Must I invest any minimum amount in a Policy?.......................

o  What are the differences between Platinum Investor I and Platinum
   Investor II?........................................................

o  How can I change my Policy's investment options?....................

o  How can I change my Policy's insurance coverage?....................

o  What additional rider benefits might I select?......................


                                   3

<PAGE>

o  How can I access my investment in a Policy?.........................

o  Can I choose the form in which AGL pays out any proceeds from my
   Policy?.............................................................

o  To what extent will AGL vary the terms and conditions of the
   Policies in particular cases?.......................................

o  How will my Policy be treated for income tax purposes?..............

o  How do I communicate with AGL?......................................
</TABLE>


      ILLUSTRATIONS OF A HYPOTHETICAL  POLICY.  Starting on page 22, below, we
have included some  illustrations  of how the values of a hypothetical  Policy
would change over time,  based on certain  assumptions  we have made.  Because
your  circumstances  may  vary  considerably  from our  assumptions,  your AGL
representative will also provide you with a similar hypothetical  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 24, below 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 24, below.  You
can obtain  copies of our Policy  and rider  forms from (and  direct any other
questions to) your AGL  representative  or our Home Office (shown on the cover
of this Prospectus).

      AGL'S FINANCIAL STATEMENTS. We have included our financial statements in
this prospectus. These begin on page 40, below.

      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  on the inside of the back cover of
this prospectus. 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.  We
can  refuse  to accept a  subsequent  premium  payment  that is less than $50.
(Policies  issued in some states or 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 25, below. 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, 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.  Premiums must be by check or money order drawn
on a U.S.  bank in U.S.  dollars and made  payable to  "American  General Life
Insurance  Company," or "AGL."  Premiums  after the first premium must be sent
directly  to our Home  Office at the  appropriate  address  shown on the front
cover 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 AGL  representative or from our Home Office shown on the front cover
of this  prospectus.  Premium payments from salary deduction plans may be made
only if we agree.

      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.

      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; and we make the transfers
as of the end of the valuation  period that contains the day of the month that
you  select.  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


                                       5

<PAGE>

$100.  You  cannot  participate  in dollar  cost  averaging  while  also using
automatic  portfolio  rebalancing  (discussed  below).  Dollar cost  averaging
ceases upon your request,  or if your  accumulation  value in the money market
option becomes exhausted.

      AUTOMATIC PORTFOLIO 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;  and we
make transfers to rebalance your accumulation  value on the first business day
in the appropriate  Policy months. 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 terminates 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  on page 8 below  under  "Deductions  from each
premium payment." We invest the rest in one or more of the investment  options
listed 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 8 below
under "What charges will AGL deduct from my investment in a Policy?"

      Other important  information  about the Mutual Funds that you can choose
is  included in the  separate  prospectuses  for those  Funds.  This  includes
information  about the  investment  performance  that each  Fund's  investment
manager  has  achieved.  Additional  free  copies  of these  prospectuses  are
available  from your AGL  representative  or from our Home Office shown on the
front cover of this prospectus.

      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 10 below.


                                       6


<PAGE>

The "daily charge"  described  below on page 8 and the charges and expenses of
the Mutual  Funds  discussed on pages 10-12 below do NOT apply to our declared
fixed interest account option.

      POLICIES ARE  "NON-PARTICIPATING." The Policies are NOT "participating."
Therefore, you will not be entitled to any dividends from AGL.

WHAT IS THE BASIC AMOUNT OF INSURANCE  ("DEATH  BENEFIT")  THAT AGL 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.  You also choose whether the basic death benefit we
will pay is

            o     Option 1 - The  specified  amount on the date of the insured
                  person's death

                                          - or -

            o     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.

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


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

<CAPTION>
    INSURED
    PERSON'S        40 or
     AGE*:          Under        45          50            55           60        65         70        75 to 95      100
                                                                                                        
<S>                  <C>        <C>         <C>           <C>          <C>       <C>        <C>          <C>         <C>
       %:            250%       215%        185%          150%         130%      120%       115%         105%        100%

<FN>
*  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.
</FN>
</TABLE>


                                       7

<PAGE>

WHAT CHARGES WILL AGL 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.  These taxes currently range from 2% to 3.5%. Please let us know
if you move to another jurisdiction, so we can adjust this charge if required.
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 a certain  number of years,  we intend to reduce
the rate of this  charge by .25%.  The number of years  depends on whether you
have version I or version II of the Policy and is discussed on page 13, below,
under "What are the differences  between the Platinum  Investor I and Platinum
Investor  II  Policies."  Because  the  Policies  were first  offered in 1998,
however,  this  decrease  has not yet  occurred  for any  outstanding  Policy.
Neither this decrease nor the current rate of .75% are guaranteed.  Rather, we
have the right at any time to raise this charge  under your Policy to not more
than .90%; except that in Texas and Oregon,  until a Policy has been in effect
for a certain number of years, this maximum is .25% higher.

      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.  The cost
of insurance rates are generally  lower under the Platinum  Investor II Policy
than under the Platinum Investor I Policy.

      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,  although we have the right at any time to raise them
to not more than the guaranteed maximum.

      In  general,  our cost of  insurance  rates  increase  with the  insured
person's age.  Therefore,  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 (except in Montana) if the insured person is a female than if a male.


                                       8

<PAGE>

      Similarly, our current cost of insurance rates are 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 avocational 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 future 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.

      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  15,  below,  under  "What
additional rider benefits can I elect?"

      ADDITIONAL  MONTHLY CHARGE FOR PLATINUM  INVESTOR II POLICIES DURING THE
FIRST TWO YEARS. This charge is described on page 13 below under "What are the
differences   between  the  Platinum  Investor  I  and  Platinum  Investor  II
Policies?"

      SURRENDER CHARGE FOR PLATINUM INVESTOR I POLICIES. The Platinum Investor
I 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  [23 and 24] of the  Policy.  It may
initially be as high as $________ per $1,000 of specified  amount or as low as
$__________ per $1,000 of specified amount (or increase  therein).  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  Platinum
Investor I 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 cancelled.  This
includes any  specified  amount  decrease  that, as described  under  "Partial
surrender" on page 17, below,  results from any requested  partial  surrender.
For this  purpose,  we deem the most recent  increases of specified  amount to
have been cancelled first.

      TRANSACTION  FEE.  We will also  charge a $25  transaction  fee for each
partial surrender you make.


                                       9

<PAGE>

      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.

      ALLOCATION  OF  CHARGES.  You may choose  from which of your  investment
options we deduct all monthly charges.  If you do not have enough accumulation
value in any investment  option to comply with your selection,  we will deduct
these charges  proportionately  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 I 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 currently are as follows:

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

<CAPTION>
                                                                                           Other Fund               Total
                                                                Fund Management         Operation Expenses          Fund
                                                               Fees After Expense         After Expense           Operating
                     Name Of Fund                                Reimbursement(2)        Reimbursement(2)         Expenses(2)
                     ------------                              ------------------       ------------------        -----------
<S>                                                            <C>                       <C>                      <C>
The following funds of AMERICAN GENERAL
SERIES PORTFOLIO COMPANY ("AGSPC"):
     Money Market Fund
     International Equities Fund
     MidCap Index Fund
     Stock Index Fund

The following funds of AIM VARIABLE
INSURANCE FUNDS, INC.:
     V.I. International Equity Fund
     V.I. Value Fund

The following funds of DREYFUS VARIABLE
INVESTMENT FUND:
     Small Cap Portfolio
     Quality Bond Portfolio


                                      10

<PAGE>

The following series of MFS VARIABLE
INSURANCE TRUST:
     MFS Emerging Growth Series

The following portfolios of MORGAN
STANLEY UNIVERSAL FUNDS, INC.:
     Equity Growth Portfolio
     High Yield Portfolio

The following portfolios of PUTNAM
VARIABLE TRUST:
     Putnam VT Growth and Income Fund
     Putnam VT Diversified Income Fund
     Putnam VT International Growth
         and Income Fund

The following portfolios of SAFECO
RESOURCES SERIES TRUST:
     Equity Portfolio
     Growth Portfolio

The following portfolio of VAN KAMPEN
AMERICAN CAPITAL LIFE INVESTMENT TRUST:
     Strategic Stock Portfolio

<FN>
(1)  The annual  expenses are  estimated  for the current  fiscal year for the
     ______________,  __________ and __________  Funds,  because none of these
     Funds has financial statements covering a period of at least ten months.

(2)  If certain voluntary expense  reimbursements  from the investment adviser
     were  terminated,  management  fees and other expenses would have been as
     set  out  in the  following  table.  Information  about  annual  expenses
     excluding voluntary expense reimbursements is not available for the other
     Funds since none of the other Funds has financial  statements  covering a
     period of at least ten months.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                   Total
                                                                         Other Fund                Fund
                                       Fund Management                    Operating              Operating
         Name Of Fund                        Fees                         Expenses               Expenses
         ------------                  ---------------                   -----------             ---------
<S>                                    <C>                               <C>                     <C>

                                [copy to come]

</TABLE>


                                      11

<PAGE>


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.  Payment of these or any other  specific  amounts of premiums is not
mandatory,  however. Rather, you need only invest enough to ensure either that
your  Policy's  cash  surrender  value  stays  above  zero or that your 5 year
no-lapse  guarantee  (discussed  below)  remains in effect.  ("Cash  surrender
value" is explained  under "Full  surrender" on page 17,  below.) The less you
invest,  the more likely it is that your Policy's cash  surrender  value 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 cash surrender  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 don't  receive  your  payment by the end of the grace
period,  your  Policy  and all riders  will  terminate  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 certain extra amounts that we require.  In the Policy form itself,  you
will find additional  information about the values and terms of a Policy after
it is reinstated.

      MONTHLY GUARANTEE PREMIUMS UNDER THE PLATINUM INVESTOR I POLICIES.  Page
3 of a Platinum Investor I Policy will specify a "Monthly Guarantee  Premium."
On the first day of each  Policy  month that the cash  surrender  value is not
sufficient  to pay the monthly  deduction,  we check to see if the  cumulative
amount of  premiums  paid under such a Policy is at least  equal to the sum of
the monthly  guarantee  premiums for all Policy months to date,  including the
Policy month then  starting.  (Policy  months are  measured  from the "Date of
Issue"  that will also be shown on page 3 of the  Policy.) So long as at least
this amount of premium  payments has been paid by the beginning of that Policy
month, a Platinum Investor I Policy will not enter a grace period or terminate
(I.E.,  lapse) because of insufficient cash surrender value during the first 5
Policy  years.  If this test is not met on the  monthly  deduction  day at the
beginning  of any Policy  month,  the Policy  enters  the grace  period.  If a
sufficient  premium is not paid before the end of the grace period, the Policy
and  the  5-year  no-lapse  guarantee  terminate.   If  the  Policy  is  later
reinstated, the 5-year no-lapse guarantee may also be reinstated if sufficient
Premiums are paid,  although the  reinvested  guarantee will in no case extend
beyond the date that originally marked the end of the maximum 5-year duration.

      The amount of premiums that must be paid to maintain the 5 year no-lapse
guarantee will be increased by the cumulative  amount of any loans  (including
any loan increases to pay interest) and partial surrenders you have taken from
your Policy. Such monthly guarantee premiums also will be higher following any
requested increase in the specified amount of insurance coverage, or following
a requested addition of (or increase in) certain rider benefits.  On the other
hand,  the monthly  guaranteed  premium will be lower  following any requested
decrease  in the  specified  amount of  insurance  coverage,  or  following  a
requested  cancellation of (or decrease in) certain riders.  If your Policy is


                                      12

<PAGE>

the  Platinum  Investor I  version,  we will send you an  endorsement  to your
Policy that will tell you what your new monthly guarantee premium is. However,
none of the above-mentioned changes extends the no-lapse period beyond 5 years
or establishes a new no lapse guarantee.

      Although  we will bill you for  planned  premiums,  we will not send any
specific bills for the amount of any monthly guarantee premium that is due.

WHAT  ARE  THE  DIFFERENCES  BETWEEN  THE  PLATINUM  INVESTOR  I AND THE
PLATINUM INVESTOR II POLICIES?

      Depending on your own financial circumstances and goals, and the uses to
which you  intend to put a Platinum  Investor  Policy,  either  version of the
Policy may be appropriate for you. You should consult  carefully with your AGL
representative  about this. Relevant factors may include how much accumulation
value you  intend to  maintain  in the  Policy  relative  to the amount of the
Policy's  death  benefit and how likely it is that you may choose to surrender
your  Policy  or  otherwise  reduce  your  Policy's  specified  amount  in the
foreseeable future.

      The differences between the two versions of Platinum Investor are:

      Platinum Investor II is available only for specified amounts of $500,000
or more.  You may not  request  a  specified  amount  decrease  (or a  partial
surrender) under a Platinum Investor II Policy that would reduce the specified
amount to less than $500,000.

      o     Platinum  Investor II is not available for insured persons who are
            below age 18.

      o     The  Platinum  Investor  II version of the Policy  DOES not have a
            surrender charge.

      o     The  Platinum  Investor II version of the Policy DOES not have a 5
            year no-lapse guarantee.

      o     The  planned  reduction  in the current  daily  charge by .25% per
            annum of separate account accumulation value is scheduled to occur
            after  year 10 for  Platinum  Investor  II and  after  year 20 for
            Platinum  Investor I. These are also the same periods  after which
            the  guaranteed  maximum daily charge under Policies sold in Texas
            and Oregon will decrease by .25% per annum.

      o     The two versions of Platinum  Investor have different current cost
            of insurance  rates.  Since this  difference  results in differing
            accumulation  values,  you  should  carefully  review  the  Policy
            illustrations that are available to you.

      o     The  Platinum  Investor  II  version  of the  Policy has a monthly
            expense  charge  during the first two Policy  years (and the first
            two years after any requested  increase in the Policy's  specified


                                      13

<PAGE>

            amount).  The amount of this  charge  depends on the age and other
            insurance  characteristics  of the insured  person.  The amount of
            this  charge  will be shown on page __ of a Platinum  Investor  II
            Policy.  It may  initially  be as much as  $_______  per $1,000 of
            specified amount (or increase therein),  or as low as $_______ per
            $1,000 of  specified  amount  (or  increase  therein).  (After the
            two-year  periods  mentioned  above,  this  charge is zero.)  This
            additional  monthly charge does not apply to the Platinum Investor
            I version of the Policies.

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 37,  below.  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.

      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 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, if you have the Platinum Investor I version of
the Policy,  a new amount of surrender  charge and monthly  guarantee  premium
apply to the specified amount increase; and these amounts are the same as they
would be if we were instead issuing the same amount of additional  coverage as
a new Platinum  Investor I Policy. On the other hand, if you have the Platinum
Investor  II version of the  Policy,  an  additional  monthly  expense  charge


                                      14

<PAGE>

applies  for the first two years  following  the  request  for an  increase in
specified  amount.  This  amount  is also  the  same as it would be if we were
instead  issuing the same  amount of  additional  coverage  as a new  Platinum
Investor II 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 for a Platinum Investor I Policy 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.  We compute the amount we deduct in the manner described on
page 32, below,  "Decreases in the specified  amount of a Platinum  Investor I
Policy."

      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 also  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
also  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 26 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 3 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.

      o     ACCIDENTAL  DEATH BENEFIT  RIDER,  which pays an additional  death
            benefit if the insured person dies from certain accidental causes.

      o     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. These increases do
            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 14,  above).  There is no  additional  charge  for the  rider


                                      15

<PAGE>

            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.

      o     CHILDREN'S  INSURANCE  BENEFIT  RIDER,  which  provides  term life
            insurance  coverage on the eligible children of the person insured
            under 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.

      o     MATURITY EXTENSION RIDER, which permits you to extend the Policy's
            maturity date beyond what it otherwise  would be, has two versions
            from which to choose.

            One  version  provides  for a death  benefit  after  the  original
            maturity date that is equal to the accumulation  value on the date
            of death. With this version, all accumulation value that is in the
            separate  account  can remain  there.  There is no charge for this
            version.

            The other version  provides for a death benefit after the original
            maturity  date  equal  to the base  policy  death  benefit  on the
            original maturity date. With this version,  if you elect to extend
            your maturity date, all accumulation value that is in the separate
            account will be  automatically  transferred  to the declared fixed
            interest option. There is a monthly charge for this version of the
            rider during the first nine Policy years immediately preceding the
            Policy's original maturity date. Therefore,  this rider may not be
            added to a Policy during that 9 year period.

            In both versions, any other riders associated with the base policy
            will expire at the original  maturity date. No additional  premium
            payments,  new  loans,  monthly  insurance  charge,  or changes in
            specified amount will be allowed after the original maturity date.
            There is a flat  monthly  charge  of no more  than $10 each  month
            after the original  maturity date.  Extension of the maturity date
            beyond the insured person's age 100 may cause your Policy to cease
            to be taxed as a life  insurance  policy.  You  should  consult  a
            qualified tax adviser before making such an extension.

      o     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).

      o     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.


                                      16
<PAGE>

      o     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  prior to 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,  exceed 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.

      o     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 26, below.  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, and, if
you have the  Platinum  Investor I version of the Policy,  less any  surrender
charge that then applies. We call this your "cash surrender value." Because of
the surrender  charge,  it is unlikely that a Platinum  Investor I Policy will
have any cash  surrender  value  during at least the first year unless you pay
significantly more than the monthly guarantee premiums.

      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.  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 you
have the  Platinum  Investor  I version  of the  Policy,  and we  reduce  your
Policy's  specified  amount  because you have  requested a partial  withdrawal
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


                                      17

<PAGE>

face amount  decrease  directly.  See "Decrease in the  specified  amount of a
Platinum  Investor I Policy," on page 32, below.  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,  proportionally  to the  amount of  accumulation
value you then have in each investment option.

      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).  The minimum amount of each loan is $500 or, if less, the entire
remaining borrowable amount under your Policy.

      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%. Loan interest is payable annually,  on the Policy  anniversary,
in  advance,  at a rate of  4.51%.  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. 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  investment
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 (a) 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 (b) 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


                                      18

<PAGE>

are paying, resulting in a zero net cost of borrowing for that amount. We have
full  discretion to vary the preferred  rate,  however,  provided that it will
always be  greater  than the rate we are then  crediting  in  connection  with
regular  Policy loans.  Because we first offered the Policies in 1998, we have
not yet applied the preferred loan interest rate to any Policy loan amounts.

      MATURITY OF YOUR  POLICY.  If the insured  person is still living on the
"Maturity Date" shown on page 3 of your Policy, we will  automatically pay you
the cash surrender  value of the Policy,  and the Policy will  terminate.  The
maturity  date is the Policy  anniversary  nearest the insured  person's  95th
birthday.

CAN I CHOOSE THE FORM IN WHICH AGL 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:

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

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

      o     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.

         o  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.


                                      19

<PAGE>

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

TO WHAT EXTENT CAN AGL 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 is 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.

      POLICIES  PURCHASED  THROUGH TERM LIFE  CONVERSIONS.  Also,  we maintain
rules  about how to make a premium  payment to a Policy by what 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.

      STATE  LAW  REQUIREMENTS.  AGL is  subject  to the  insurance  laws  and
regulations in every  jurisdiction  in which  Platinum  Investor is sold. As a
result,  various time periods and other terms and conditions described in this
prospectus may vary depending on where you reside.  These  variations  will be
reflected in your Policy and riders, or related endorsements.

      VARIATIONS  IN  EXPENSES  OR RISKS.  AGL may vary the  charges and other
terms  of  the  Policies  where  special  circumstances  result  in  sales  or
administrative  expenses  or  mortality  risks that are  different  from those
normally associated with the Policies.

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, and therefore 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.


                                      20

<PAGE>

      For further  information  about the tax consequences of owning a Policy,
please read "Tax Effects" starting on page 26, below.

HOW DO I COMMUNICATE WITH AGL?

      When we refer to "you," we mean the  person  who is duly  authorized  to
take any contemplated 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,  except for transfers and changes
in the allocation of future premiums or charges among the investment options.

      GENERAL.  You should mail or express checks and money orders for premium
payments and loan  repayments  directly to our Home Office at the  appropriate
address shown on the cover of this prospectus.

      The following  requests must be made in writing signed and dated by you:
transfer of  accumulation  value;  loan; full  surrender;  partial  surrender;
change  of  beneficiary  or  contingent  beneficiary;   change  of  allocation
percentages for premium payments,  loan repayments or charges; change of death
benefit  option or manner of death  benefit  payment;  increase or decrease in
specified insurance amount;  addition or cancellation of, or other action with
respect  to,  any rider  benefits;  election  of a payment  option  for Policy
proceeds; tax withholding elections; and telephone transaction privileges. You
should mail or express  these  requests to our Home Office at the  appropriate
address  shown on the cover of this  prospectus.  You should also  communicate
notice of the insured person's death, and related  documentation,  to our Home
Office.

      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.   A  Service   Request  form  covering  many  of  these
transactions is attached to the back of this prospectus.  You will be asked to
return  your Policy  when you  request a full  surrender.  You may also obtain
these  forms  from our Home  Office  or from  your  AGL  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.

      TELEPHONE TRANSACTIONS.  If you have a completed telephone authorization
form on file with us,  you may make  transfers,  or change the  allocation  of
future premium payments or deduction of charges, by telephone,  subject to the
terms of the form. We will honor  telephone  instructions  from any person who
provides the correct  information,  so there is a risk of possible loss to you
if unauthorized  persons use this service in your name. Our current  procedure
is that only the owner or your AGL  representative may make a transfer request
by phone. We are not liable for any acts or omissions based upon  instructions
that we reasonably believe to be genuine.  Our procedures include verification
of the Policy number,  the identity of the caller,  both the insured  person's
and owner's names, and a form of personal  identification  from the caller. We
will mail you a prompt written confirmation of the transaction. If many people
seek to make telephone requests at or about the same time, or if our recording
equipment  malfunctions,  it may be  impossible  for you to  make a  telephone


                                      21

<PAGE>

request at the time you wish.  If this  occurs,  you  should  submit a written
request. Also, if, due to malfunction or other circumstances, the recording of
your telephone request is incomplete or not fully comprehensible,  we will not
process  the  transaction.   The  phone  number  for  telephone   requests  is
1-888-325-9315.

      The  Policies  are  not  designed   for   professional   market   timing
organizations or other entities utilizing  programmed and frequent  transfers.
We  reserve  the right at any time and  without  prior  notice to any party to
terminate,  suspend, or modify our policies or procedures  regarding telephone
requests or to cease permitting telephone requests altogether.


                 ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS

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

<TABLE>
<CAPTION>
                                                                          Page to see in this
                                                                              Prospectus
                                                                              ----------
                                      Table                           Platinum           Platinum
                                      -----                          Investor I         Investor II
                                                                     ----------         -----------
<S>                                                                  <C>                <C>
     Death Benefit Option 1 - Current Charges...................
                               Maximum Charges..................
</TABLE>

      The  tables  show how  death  benefits,  accumulation  values,  and cash
surrender values ("Policy  benefits")  under  hypothetical  Platinum  Investor
Policies  would  vary  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 __ year-old male non-tobacco user
and who is a  better-than-average  mortality  risk in other  respects as well.
Planned  premium  payments of $_______  for an initial  $_______ of  specified
amount  coverage are assumed to be paid at the  beginning of each Policy year.
The  illustrations  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 I version  are that  version's
surrender charges.

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

      Separate  tables are included to illustrate  both current and guaranteed
maximum  charges for both  Platinum  Investor I and Platinum  Investor II. The
charges  assumed in the current  charge  tables  include a daily  charge at an
annual rate of .75% for the first 20 Policy years (for Platinum Investor I) or
10 years (for Platinum  Investor II), and .50% thereafter,  and a flat monthly
charge of $6. The  guaranteed  maximum charge tables assume that these charges
will be .90% and $12,  respectively,  in all years.  In Texas and Oregon,  the
guaranteed  maximum daily charge is .25% per annum higher for certain  periods
of time than the daily  charges  assumed in the maximum  charge  tables below.


                                      22

<PAGE>

Therefore,  an  identical  Policy sold in those  states would have values less
than those illustrated if we deducted the maximum charges.

      The charges  assumed by both the current and  guaranteed  maximum charge
tables  also  include  __% for  expenses  of the  Mutual  Funds,  which is the
unweighted  average of the  advisory  fees payable with respect to each Mutual
Fund, after all  reimbursements,  as reflected on pages 11 and 12, above, plus
the weighted  average of all other operating  expenses of each such Fund after
all reimbursements,  as reflected on pages 11 and 12, above. The total assumed
tax charges for all of the tables are 2.5% of premiums.

      The second  column of each table shows the effect of an amount  equal to
the  premiums  invested  to  earn  interest,  after  taxes,  of 5%  compounded
annually.

      INDIVIDUAL  ILLUSTRATIONS.  On  request,  we  will  furnish  you  with a
comparable illustration based on your Policy's characteristics. If you request
illustrations  more  than  once in any  Policy  year,  we may  charge  for the
illustration.

<TABLE>
                                                   PLATINUM INVESTOR I POLICY ILLUSTRATION
PLANNED PREMIUM $_________                                                                                INITIAL SPECIFIED
AMOUNT $_______                                                                                           DEATH BENEFIT OPTION 1
                                                                         MALE AGE __
                                                              PREFERRED RISK NON-TOBACCO USER
                                                                  ASSUMING CURRENT CHARGES


<CAPTION>
                                        DEATH BENEFIT                   ACCUMULATION VALUE               CASH SURRENDER VALUE
                                          ASSUMING                          ASSUMING                          ASSUMING
                                      HYPOTHETICAL GROSS                HYPOTHETICAL GROSS                HYPOTHETICAL GROSS
                                       ANNUAL INVESTMENT                ANNUAL INVESTMENT                  ANNUAL INVESTMENT
                                          RETURN OF                        RETURN OF                         RETURN OF
   END OF
   POLICY       ACCUMULATED
    YEAR         PREMIUMS         0%        6%         12%           0%        6%         12%           0%        6%         12%
                    (1)
<S>             <C>               <C>       <C>        <C>           <C>       <C>        <C>           <C>       <C>        <C>
     1
     2
     3
     4
     5
     6
     7
     8
     9
     10

     15

     20

<FN>
(1)      Assumes net interest of 5% compounded annually.
</FN>
</TABLE>

THE  VALUES  WILL  DIFFER  IF  PREMIUMS  ARE  PAID  IN  DIFFERENT  AMOUNTS  OR
FREQUENCIES. THE MONTHLY GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $________.
THE HYPOTHETICAL  INVESTMENT  RESULTS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE
DEEMED  A  REPRESENTATION  OF  PAST  OR  FUTURE  INVESTMENT  RESULTS.   ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.


                  [Comparable tables for other configurations
                             are to be inserted.]


                                      23

<PAGE>

                            ADDITIONAL INFORMATION

A  general  overview  of the  Policies  appears  at pages 1 to 23, above.  The
additional information that follows gives more details, but generally does NOT
repeat what is set forth above.

<TABLE>
<CAPTION>
                          Contents of Additional Information                           Page to see in this
                                                                                          Prospectus
<S>                                                                                        <C>
AGL...................................................................................
Separate Account VL-R.................................................................
Tax Effects...........................................................................
Voting Privileges.....................................................................
Your Beneficiary......................................................................
Assigning Your Policy.................................................................
More About Policy Charges.............................................................
Effective Date of Policy and Transactions Thereunder..................................
More About Our Declared Interest Option...............................................
Distribution of the Policies..........................................................
Payment of Policy Proceeds............................................................
Adjustments to Death Benefit..........................................................
Additional Rights That We Have........................................................
Our Reports to Policy Owners..........................................................
AGL's Management......................................................................
Legal Matters.........................................................................
Accounting and Actuarial Experts......................................................
Certain Potential Conflicts...........................................................
</TABLE>


      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  on the inside of the back cover of
this prospectus. That index will tell you on what page you can read more about
many of the words and phrases that we use.

AGL

      We are American General Life Insurance  Company ("AGL").  AGL is a stock
life insurance  company  organized under the laws of Texas. AGL is a successor
in interest to a company  originally  organized  under the laws of Delaware in
1917.  AGL  is  a  indirect,   wholly-owned  subsidiary  of  American  General
Corporation  (formerly  American  General  Insurance  Company),  a diversified
financial   services  holding  company  engaged  primarily  in  the  insurance
business.  The commitments under the Contracts are AGL's, and American General
Corporation has no legal obligation to back those commitments.


                                      24

<PAGE>

SEPARATE ACCOUNT VL-R

      We hold the mutual Fund shares in which any of your  accumulation  value
is invested in our Separate Account VL-R. Separate Account 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. We created the separate
account on May 6, 1997.

      For recordkeeping  and financial  reporting  purposes,  Separate Account
VL-R is divided into 17 separate  "divisions" each corresponding to one of the
17  available  investment  options  (other than our  declared  fixed  interest
option).  We hold the mutual Fund shares in which we invest your  accumulation
value  for an  investment  option in the  division  that  corresponds  to that
investment option.

      The assets in the separate account are our property.  Nevertheless,  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.

      AGL also issues variable annuity contracts through its Separate Accounts
A and D, which also are registered investment companies.

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 ("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:

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

      o     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.


                                      25

<PAGE>

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" (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).

      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,  the  selection  of  additional  rider
benefits,  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.


                                      26

<PAGE>

      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  "basis" in your  Policy.  (Your 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 basis in your Policy.

      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 basis in the Policy,  will be subject to federal income tax. In addition,
if a Policy  terminates 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 an  "income-first"  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 basis in the Policy.  (For modified endowment
contracts,  your  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-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 (i) to taxpayers 59 1/2 years of
age or older,  (ii) in the case of a  disability  (as  defined in the Code) or
(iii) 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  terminates after a grace period while there is a Policy loan, the
cancellation  of such loan will be treated as a distribution to the extent not
previously  treated  as such and could be subject  to tax,  including  the 10%
penalty tax, as described above. In addition,  on the maturity date and upon a
full  surrender,  any excess of the proceeds we pay  (including any amounts we
use to discharge  any loan) over your 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,


                                      27

<PAGE>

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 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.  Failure by us 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.
Our separate account,  through the Mutual Funds,  intends to comply with these
requirements.

      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 AGL, 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  $625,000 (or larger
amounts  specified in the Code to commence in certain  future  years) will not


                                      28

<PAGE>

incur a federal  estate tax  liability.  In  addition,  an  unlimited  marital
deduction may be available for federal estate tax purposes.

      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.

      If purchased as part of a pension or profit-sharing plan, the reasonable
net  premium  cost for such  amount of  insurance  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.


                                      29

<PAGE>

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

      OUR TAXES.  The operations of our Separate  Account VL-R are reported 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. Therefore, no charge is currently being made 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
incurred by us 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, charges may be made 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 AGL taxes withheld by foreign taxing jurisdictions on
foreign  source  income.  Such an election will result in  additional  taxable
income and income tax to AGL. 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 AGL.

      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

      You will be  entitled to instruct us how to vote mutual Fund shares held
in the divisions of Separate  Account VL-R 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 you are entitled to direct with respect to a particular Mutual
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


                                      30

<PAGE>

recognized.  Separate  Account  VL-R will vote all shares of each Fund that it
holds of  record in the same  proportions  as those  shares  for which we have
received  instructions  from  owners  participating  in that Fund  through the
separate account.

      If you are  entitled  to give us voting  instructions,  we will send you
proxy material and a form for providing such  instructions.  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 detail the
reasons in our next report to Policy owners.

      AGL  reserves  the  right  to  modify  these  procedures  in any  manner
consistent with applicable legal requirements and interpretations as in effect
from time to time.

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. Two copies of the
assignment  must be forwarded to us. We are not responsible for any payment we
make or any action  taken  before we receive  due and  complete  notice of the
assignment  in good  order.  Nor are we  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  prior to making an
assignment.

MORE ABOUT POLICY CHARGES

      PURPOSE OF OUR CHARGES.  The charges  under the Policies are designed to
cover,   in  the  aggregate,   our  direct  and  indirect  costs  of  selling,
administering  and  providing  benefits  under  the  Policies.  They  are also
designed,  in the  aggregate,  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 costly for
us to provide the 5-year  no-lapse  guarantee  under the  Platinum  Investor I


                                      31

<PAGE>

Policies or reduce the amount of our daily charge fee  revenues  below what we
anticipate); 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.

      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 ceased tobacco use for a sufficient period.

      GENDER NEUTRAL  POLICIES.  Our cost of insurance charge rates in Montana
will not be  greater  than  the  comparable  male  rates  illustrated  in this
prospectus.

      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 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 sex.

      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 in order to compute
our net amount at risk at each cost of insurance rate. See "Monthly  Insurance
Charge" beginning on page 8, above.

      DECREASES IN THE SPECIFIED  AMOUNT OF A PLATINUM  INVESTOR I POLICY.  An
amount of any remaining  surrender  charge will be deducted upon a decrease in
specified  amount  under a Platinum  Investor I Policy.  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.  If 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 cancelled).


                                      32

<PAGE>

EFFECTIVE DATE OF POLICY AND TRANSACTIONS THEREUNDER

      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."

      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 at our Home  Office  (shown on the cover  page of this
prospectus).  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 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 if 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 Home  Office by writing to the  address  shown on the cover of
this prospectus or from your AGL representative.

      DATE OF ISSUE;  POLICY MONTHS AND YEARS. After we approve an application
for a Policy and assign an appropriate  insurance  rate class,  we prepare the
Policy.  The day we begin to  deduct  charges  will  appear  on page 3 of your
Policy and is called the "date of issue." Policy months and years are measured
from the date of issue.  In order 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,  the date we receive  your full minimum


                                      33

<PAGE>

first premium at our Home Office,  or, (c) in the case of a back-dated policy,
the date we approve the Policy for insurance.

      EFFECTIVE  DATE OF OTHER  PREMIUM  PAYMENTS AND REQUESTS  THAT YOU MAKE.
Premium payments (after the first) and transactions implemented in response to
requests and elections  made by you are  generally  effected at the end of the
valuation  period in which we receive the  payment,  request or  election  and
based on prices and values  computed as of that same time.  Exceptions to this
general rule are as follows:

      o     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.

      o     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.

      o     If you exercise  the right to return your Policy  described on the
            cover of this prospectus,  your coverage will end when you mail us
            your Policy or deliver it to your AGL representative.

      o     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.  This  procedure  will not apply to
            premiums remitted 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   investment   option.   Because  of  applicable   exemptive
provisions,  no  interest  in  this  option  has  been  registered  under  the
Securities  Act of 1933;  nor is our  general  account or our  declared  fixed
interest  account 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.


                                      34

<PAGE>

      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 likely that at any time 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 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 AGL, and its
principal office is the same as AGL's Home Office. AGSI is registered with the
SEC as a  broker-dealer  under the Securities  Exchange Act of 1934 (1934 Act)
and is a  member  of the  National  Associated  of  Securities  Dealers,  Inc.
("NASD"). AGSI is also the principal underwriter for AGL'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 AGL. These separate  accounts
are registered investment companies.

      We sell our Policies  through agents who are licensed by state insurance
officials to sell our variable life policies. These agents are also registered
representatives  of AGSI or another firm that is registered  with the SEC as a
broker-dealer  and is an NASD  member.  The agent  who  sells you this  Policy
receives sales  commissions.  We pay these  commissions from our own resources
and they do not result in any  additional  charge to you that is not described
on pages 7-10, above.

      The commission we pay for selling the Platinum Investor I Policies is up
to 95% 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
received  in any of  Policy  years 1  through  10,  and .25%  annually  of the
Policy's accumulation value in our investment options thereafter.  (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 commission for the Platinum Investor II Policies is up to
25% of premiums paid in the first Policy year up to the target amount,  12% of
the premiums not in excess of the target amount paid in each of Policy years 2
through 7, 2.5% on all premiums in excess of the target amount received in any
of Policy  years 1 through 7, and .25% of the Policy's  accumulation  value in
our investment options thereafter.

      We pay a comparable  amount of commissions  with respect to any increase
in the  specified  amount of coverage  that you request.  Commissions  must be
returned for any premium that we refund to you for any reason.


                                      35

<PAGE>

      We  pay  the   commissions   directly  to  AGSI  or  any  other  selling
broker-dealer firm.

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 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.  Also, we reserve the right to defer payment
of that portion of your  accumulation  value that is attributable to a premium
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.  Finally,  we reserve the right to
defer payment of any death benefit, loan or other distribution that is derived
from that  portion of your  accumulation  value that is  allocated to Separate
Account  VL-R,  if (a) the New  York  Stock  Exchange  is  closed  other  than
customary  weekend  and  holiday  closings,  or  trading on the New York Stock
Exchange is restricted; (b) 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 (c) 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  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,

      o     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.  (Some states may
            require that we measure this time in some other way.)


                                      36

<PAGE>

      o     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.

      o     We cannot  challenge an  additional  benefit  rider that  provides
            benefits  in the event that the  insured  person  becomes  totally
            disabled,  after two years from the later of the Policy's  date of
            issue or the date as of which 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 SEX.  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

      o     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;

      o     transfer  the  entire   balance   proportionately   to  any  other
            investment  options you then are using, if the accumulation  value
            in an investment option is below $500 for any other reason;

      o     terminate the automatic  rebalancing  feature if your accumulation
            value falls below $5,000;


                                      37

<PAGE>

      o     change the underlying mutual Fund that any investment option uses;

      o     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;

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

      o     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;

      o     do  any  of  the  following,  if  in  our  judgment  necessary  or
            appropriate  to ensure that the  Policies  continue to qualify for
            tax treatment as life  insurance:  decline to change death benefit
            options or the  specified  amount of  insurance,  refuse a partial
            surrender request,  require you to pay additional  premiums,  make
            distributions  from your Policy  (which could  require  payment of
            taxes and penalties), or make any other changes in your Policy; or

      o     make  other  changes in the  Policies  that do not reduce any cash
            surrender  value,  death  benefit,  accumulation  value,  or other
            accrued rights or benefits.

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

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.  Notices will be
sent to you 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 therefore
give us prompt written notice of any address change.

AGL'S MANAGEMENT

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


                                      38

<PAGE>

<TABLE>
<CAPTION>
 Name                                     Positions and Offices with AGL
 ----                                     ------------------------------
<S>                                       <C>
 Robert M. Devlin                         Chairman

 Jon P. Newton                            Vice Chairman

 Rodney O. Martin, Jr.                    Director, President & Chief
                                          Executive Officer

 David A. Fravel                          Director & Senior Vice President,
                                          Insurance Operations

 Robert F. Herbert, Jr.                   Director, Senior Vice President
                                          Chief Financial Officer,
                                          Treasurer & Controller

 Royce G. Imhoff, II                      Director, Senior Vice President &
                                          Chief Marketing Officer

 John V. LaGrasse                         Director, Senior Vice President &
                                          Chief Systems Officer

 Peter V. Tuters                          Director, Vice President &
                                          Chief Investment Officer

 Philip K. Polkinghorn                    Director

 Wayne A. Barnard                         Vice President & Chief Actuary
</TABLE>

The principal  business  address of each person listed above is our Home
Office;  except that the street number for Messrs.  Devlin,  Newton, and
Tuters is 2929 Allen Parkway.

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 VL-R.
Steven A. Glover, Esquire,  Associate General Counsel of AGL, has opined as to
the validity of the Policies.  Freedman,  Levy,  Kroll & Simonds,  Washington,
D.C., has advised AGL about certain federal  securities and tax law matters in
connection with the Policies.


                                      39

<PAGE>

ACCOUNTING AND ACTUARIAL EXPERTS

The financial  statements of AGL included in this prospectus have been audited
by __________ LLP, as stated in their reports. The financial statements of AGL
have been included in reliance on the reports of __________  LLP,  independent
accountants,  given on the authority of such firm as experts in accounting and
auditing.

Actuarial  matters  in this  prospectus  have  been  examined  by  __________,
__________,  who is _______ of AGL.  [His/Her] opinion on actuarial matters is
filed as an exhibit to the  registration  statement we have filed with the SEC
in connection with the Policies.

CERTAIN POTENTIAL CONFLICTS

      The  Mutual  Funds  sell  shares  to  separate   accounts  of  insurance
companies,  both  affiliated and not affiliated  with AGL. We currently do not
foresee  any   disadvantages  to  you  arising  out  of  this.   Nevertheless,
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 in order 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.


                             FINANCIAL STATEMENTS

      The financial  statements of AGL contained in this prospectus  should be
considered to bear only upon the ability of AGL 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 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.


<TABLE>
<CAPTION>
 Consolidated Financial Statements Of                                  Page to see in
 American General Life Insurance Company                               this Prospectus
 ---------------------------------------                               ---------------
<S>                                                                    <C>
 Report of __________ LLP, Independent Auditors

 Consolidated Balance Sheets as of December 31, 1996 and 1995


                                      40

<PAGE>

 Consolidated Statements of Income for the years ended
 December 31, 1996, 1995 and 1994

 Consolidated Statements of Shareholders' Equity for the years
 ended December 31, 1996, 1995 and 1994

 Consolidated Statements of Cash Flows for the years, ended
 December 31, 1996, 1995 and 1994

 Notes to Consolidated Financial Statements


 [Financial Statements to be filed by pre-effective amendment]
</TABLE>


                                      41
<PAGE>

[NOTE: The following  information is to appear on the inside of the back cover
       of the prospectus.]

<TABLE>
                          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.

<CAPTION>
                                    PAGE TO SEE                                           PAGE TO SEE
DEFINED TERM                            IN            DEFINED TERM                            IN
                                       THIS                                                  THIS
                                    PROSPECTUS                                            PROSPECTUS
<S>                                 <C>               <C>                                 <C>
accumulation value                                    Option 1, 2
AGL                                                   our
AGSPC                                                 owner
amount at risk                                        partial surrender
automatic rebalancing                                 payment option
basis                                                 planned periodic premium
beneficiary                                           Platinum Accumulator
cash surrender value                                  Platinum Investor
close of business                                     Platinum Provider
code                                                  Policy
cost of insurance rate                                Policy anniversary
daily charge                                          Policy loan
date of issue                                         Policy month, year
death benefit                                         preferred loan interest
declared interest option                              premiums
division                                              premium payments
dollar cost averaging                                 prospectus
5 year no-lapse guarantee                             reinstate, reinstatement
Fund                                                  rider
full surrender                                        SEC
grace period                                          separate account
guarantee premiums                                    Separate Account VL-R
insured person                                        seven payment test
investment option                                     specified amount
lapse                                                 surrender
loan, loan interest                                   surrender charge
maturity, maturity date                               target telephone transfers
modified endowment                                    transfers
monthly deduction day                                 valuation date, period
monthly guarantee premiums                            we
monthly insurance charge                              you, your
Mutual Fund
</TABLE>


                                      42

<PAGE>

      We have filed a registration statement relating to Separate Account VL-R
and the Policies 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 main office in Washington,  D.C. You will have to
pay a fee for the material.

      NO PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS  PROSPECTUS (OR ANY SALES
LITERATURE  APPROVED  BY AGL) IN  CONNECTION  WITH THE  OFFER OF THE  POLICIES
PROSPECTUS,  AND, IF GIVEN OR MADE, SUCH INFORMATION OR  REPRESENTATIONS  MUST
NOT BE RELIED UPON AS HAVING BEEN  AUTHORIZED.  THE POLICIES ARE NOT AVAILABLE
IN ALL JURISDICTIONS,  AND THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY
JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL THEREIN.


                                      43

<PAGE>

                                    PART II

            (INFORMATION NOT REQUIRED TO BE FILED IN A PROSPECTUS)

                          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.

                    UNDERTAKING PURSUANT TO RULE 484(b)(i)
                       UNDER THE SECURITIES ACT OF 1933

      Article VII, section 1, of the AGL's By-laws provides, in part, that AGL
shall  have  power  to  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any proceeding (other than an action by or in
the right of AGL) by reason of the fact that such  person is or was serving at
the request of AGL, against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with such proceeding if
such  person  acted in good  faith  and in a  manner  such  person  reasonably
believed  to be in the best  interest  of AGL and,  in the case of a  criminal
proceeding,  had no reasonable cause to believe the conduct of such person was
unlawful.

      Article  VII,  section 1 (in part),  section 2 a, and section 3, provide
that AGL shall have power to indemnify  any person who was or is a party or is
threatened to be made a party to any threatened,  pending, or completed action
by or in the right of AGL to procure a judgment  in its favor by reason of the
fact that  such  person is or was  acting in behalf of AGL,  against  expenses
actually and reasonably incurred by such person in connection with the defense
or settlement  of such action if such person acted in good faith,  in a manner
such person  believed to be in the best  interests of AGL, and with such care,
including  reasonable  inquiry,  as an  ordinarily  prudent  person  in a like
position would use under similar  circumstances.  No indemnification  shall be
made under  section 1: (a) in  respect  of any claim,  issue,  or matter as to
which such person  shall have been  adjudged  to be liable to AGL,  unless and
only to the extent  that the court in which  such  action  was  brought  shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and  reasonably  entitled to indemnify  for the expenses
which such court shall determine; (b) of amounts paid in settling or otherwise
disposing of a threatened or pending action with or without court approval; or
(c) of expenses  incurred in defending a threatened or pending action which is
settled or otherwise disposed of without court approval.


                                      S-1

<PAGE>

      Article VII,  section 3, provides  that,  with certain  exceptions,  any
indemnification  under  Article VII shall be made by AGL only if authorized in
the specific case, upon a determination that  indemnification of the person is
proper in the circumstances because the person has met the applicable standard
of conduct set forth in section 1 of Article  VII by (a) a majority  vote of a
quorum  consisting  of directors who are not parties to such  proceeding;  (b)
approval  of the  shareholders,  with the  shares  owned by the  person  to be
indemnified not being entitled to vote thereon; or (c) the court in which such
proceeding is or was pending upon  application  made by AGL or the indemnified
person or the attorney or other persons rendering  services in connection with
the defense,  whether or not such  application  by the attorney or indemnified
person is opposed by AGL.

      Article VII, section 7, provides that for purposes of Article VII, those
persons  subject  to  indemnification  include  any  person  who  is or  was a
director,  officer, or employee of AGL, or is or was serving at the request of
AGL as a  director,  officer,  or  employee  of another  foreign  or  domestic
corporation  which  was  a  predecessor  corporation  of  AGL  or  of  another
enterprise at the request of such predecessor corporation.

      Insofar as  indemnification  for liability  arising under the Securities
Act of 1933 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  REGARDING  THE  REASONABLENESS  OF AGGREGATE  FEES AND CHARGES
DEDUCTED UNDER THE POLICIES PURSUANT TO SECTION  26(e)(2)(A) OF THE INVESTMENT
COMPANY ACT OF 1940

      AGL represents that the fees and charges deducted under the Policies, in
the  aggregate,  are  reasonable  in relation to the  services  rendered,  the
expenses  expected  to be  incurred,  and the risks  assumed  by AGL under the
Policies.  AGL bases its  representation on its assessment of all of the facts
and circumstances,  including such relevant factors, as: the nature and extent
of such services,  expenses and risks; the need for AGL to earn a profit;  the
degree to which the Policies include innovative  features;  and the regulatory
standards for exemptive relief under the Investment Company Act of 1940 used


                                      S-2

<PAGE>

prior to  October  1996,  including  the  range  of  industry  practice.  This
representation  applies to all  Policies  sold  pursuant to this  Registration
Statement,  including  those sold on the terms  specifically  described in the
prospectus contained herein, or any variations therein,  based on supplements,
endorsements, or riders to any Policies or prospectus, or otherwise.

                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.

Cross-Reference Table.

Prospectus, consisting of _____ pages.

Undertaking to file reports.

Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933.

Representation with respect to fees and charges.

The signatures.

Written Consents of the following persons:

      Steven A. Glover,
      Associate  General  Counsel and  Assistant  Security of AGL (see Exhibit
      2(a)). (To be filed by pre-effective amendment.)

      AGL's  actuary  (see  Exhibit  2(b)).  (To  be  filed  by  pre-effective
      amendment.)

      Independent  Auditors  (see  Exhibit  6). (To be filed by  pre-effective
      amendment.)

The following exhibits:

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

<TABLE>
<S>                     <C>
            (1)(a)      Resolutions  of Board of Directors of AGL  authorizing
                        the  establishment  of  Separate  Account VL-R. (Filed
                        herewith.)

            (1)(b)      Resolutions  of Board of Directors of AGL  authorizing
                        the establishment of variable life insurance standards
                        of suitability and conduct. (Filed herewith.)


                                      S-3

<PAGE>

            (2)         Inapplicable.

            (3)(a)      Form  of  Distribution  Agreement.  (To  be  filed  by
                        pre-effective amendment.)

            (3)(b)      Form of  Selling  Group  Agreement.  (To be  filed  by
                        pre-effective amendment.)

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

            (4)         Inapplicable.

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

            5(a)(ii)    Specimen form of the  "Platinum  Investor II" Variable
                        Universal  Life  Insurance  Policy  (Policy  Form  No.
                        97610). (Filed herewith.)

            (5)(b)(i)   Specimen form of application for life insurance issued
                        by AGL. (Filed herewith.)

            (5)(b)(ii)  Specimen form of supplemental application for variable
                        life insurance  issued by AGL on Policy Form No. 97600
                        and Policy Form No. 97610. (Filed herewith.)

            (6)(a)      Amended  and  Restated  Articles of  Incorporation  of
                        American  General Life  Insurance  Company,  effective
                        December 31, 1991. (1)

            (6)(b)      Bylaws of American  General  Life  Insurance  Company,
                        adopted January 22, 1992. (2)

            (7)         Inapplicable.

            (8)(a)      Form of  Participation  Agreement with Adviser for AIM
                        Variable   Insurance  Funds,  Inc.  (To  be  filed  by
                        pre-effective amendment.)

            (8)(b)      Form  of  Participation  Agreement  with  Adviser  for
                        American  General  Series  Portfolio  Company.  (To be
                        filed by pre-effective amendment.)

            (8)(c)      Form  of  Participation  Agreement  with  Adviser  for
                        Dreyfus  Variable  Investment  Fund.  (To be  filed by
                        pre-effective amendment.)


                                     S-4

<PAGE>

            (8)(d)      Form of  Participation  Agreement with Adviser for MFS
                        Variable    Insurance   Trust.   (To   be   filed   by
                        pre-effective amendment.)

            (8)(e)      Amended Form of  Participation  Agreement with Adviser
                        for Morgan Stanley Series Universal  Funds.,  Inc. (To
                        be filed by pre-effective amendment.)

            (8)(f)      Form  of  Participation  Agreement  with  Adviser  for
                        Putnam. (To be filed by pre-effective amendment.)

            (8)(g)      Form  of  Participation  Agreement  with  Adviser  for
                        Safeco   Resources  Series  Trust.  (To  be  filed  by
                        pre-effective amendment.)

            (8)(h)      Amended Form of  Participation  Agreement with Adviser
                        for Van Kampen American Capital Life Investment Trust.
                        (To be filed by pre-effective amendment.)

           (10)         Specimen Form of Application (filed herewith).

      Other Exhibits

             2(a)       Opinion  and  Consent of Steven A.  Glover,  Associate
                        General Counsel and Assistant Secretary of AGL. (To be
                        filed by pre-effective amendment.)

             2(b)       Opinion and Consent of AGL's actuary.  (To be filed by
                        pre-effective amendment.)

             3          Inapplicable.

             4          Inapplicable.

             5          Financial Data Schedule. (See Exhibit 27 below.)

             6          Consent  of  Independent  Auditors.  (To be  filed  by
                        pre-effective amendment.)

             7          Powers of Attorney. (Filed herewith.)


                                      S-5

<PAGE>

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

<FN>
(1)   Incorporated  herein by reference to the initial  filing of the Form N-4
      Registration  Statement (File No. 33-43390) of Separate Account D of AGL
      on October 16, 1991.

(2)   Incorporated  herein by reference to the Post-Effective  Amendment No. 1
      of the Form N-4  Registration  Statement (File No. 33-43390) of Separate
      Account D of AGL on April 30, 1992.
</FN>
</TABLE>


                                      S-6

<PAGE>

                                  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  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 12th day of December, 1997.

                                  AMERICAN GENERAL LIFE INSURANCE
                                  COMPANY SEPARATE ACCOUNT VL-R
                                  (Registrant)

                                  BY:  AMERICAN GENERAL LIFE
                                       INSURANCE COMPANY
                                       (On behalf of the Registrant and itself)

                                        /s/ROBERT F. HERBERT, JR.
                                     BY:----------------------------
                                        Robert F. Herbert, Jr.
                                        Senior Vice President

[SEAL]


        /s/STEVEN A. GLOVER
ATTEST: ----------------------
        Steven A. Glover
        Associate General Counsel
        and Assistant Secretary

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

         Name                                               Title

 RODNEY O. MARTIN, JR.*
 --------------------------                       Principal Executive Officer
 (Rodney O. Martin, Jr.)

 ROBERT F. HERBERT, JR.*
 --------------------------                       Principal Financial and 
 (Robert F. Herbert, Jr.)                          Accounting Officer


<PAGE>

 Directors

                                               JOHN V. LaGRASSE*
 --------------------------                    --------------------------
 (Robert M. Devlin)                            (John V. LaGrasse)

 JAMES S. D'AGOSTINO, JR.*                     RODNEY O. MARTIN, JR.*
 --------------------------                    --------------------------
 (James S. D'Agostino, Jr.)                    (Rodney O. Martin, Jr.)

 DAVID A. FRAVEL*                              JON P. NEWTON*
 --------------------------                    --------------------------
 (David A. Fravel)                             (Jon P. Newton)

  ROBERT F. HERBERT, JR.*                      PHILIP K. POLKINGHORN*
 --------------------------                    --------------------------
 (Robert F. Herbert, Jr.)                      (Philip K. Polkinghorn)

 ROYCE G. IMHOFF, II*                          PETER V. TUTERS*
 --------------------------                    --------------------------
 (Royce G. Imhoff, II)                         (Peter V. Tuters)


   /s/ Steven A. Glover
 --------------------------
* By Steven A. Glover, Attorney-in-Fact        December 12, 1997

<PAGE>


                                                              EXHIBIT 1.(1)(a)


RESOLUTIONS FOR THE ESTABLISHMENT OF A
VARIABLE LIFE REGISTERED SEPARATE ACCOUNT                         May 6, 1997


      WHEREAS,  the  management of the Company has  determined  that the
Company  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 the Company is  authorized to transact
business, and (iii) enable the Company to issue variable life contracts;

      NOW  THEREFORE BE IT RESOLVED,  that the Company,  pursuant to the
provisions of TEX. INS. CODE art. 3.75 (1996) and TEX. ADMIN.  CODE tit.
28, ss. 3.806 (1996),  hereby  establishes  a variable  life  registered
separate  account to be  designated  "American  General  Life  Insurance
Company Separate Account 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 the Company of such
variable  life  or  such  other  contracts  ("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 the Company under such  Contracts;
and

      BE IT FURTHER RESOLVED,  that pursuant to TEX. INS. CODE art. 3.75
ss. 1(c) (1996) and except as  provided by the next  paragraph,  amounts
allocated to the Separate Account and accumulations on those amounts may
be  invested  and  reinvested  without  regard  to any  requirements  or
limitations  prescribed by the laws of the State of Texas  governing the
investments  of life  insurance  companies,  and the  investments in the
Separate  Account  will  not be  taken  into  account  in  applying  the
investment  limitations  otherwise  applicable to the investments of the
Company; and

      BE IT FURTHER RESOLVED,  that pursuant to TEX. INS. CODE art. 3.75
ss. 1(d) (1996),  reserves for benefits  guaranteed  as to dollar amount
and duration and funds  guaranteed as to principal amount or stated rate
of interest will not be maintained in the Separate  Account  except with
the approval of the Texas Commissioner of Insurance and under conditions
for investments, and other matters, that recognize the guaranteed nature
of the  benefits  provided  and that are  prescribed  by the Texas State
Board of Insurance; and

      BE IT FURTHER RESOLVED,  that pursuant to TEX. INS. CODE art. 3.75
ss.  1(f) (1996) and to the extent  provided  under the  Contracts,  the
portion of the assets of the Separate  Account equal to the reserves and
other Contract  liabilities with respect to the Separate Account are not
chargeable  with  liabilities  arising  out of any  other  business  the
Company may conduct; and

      BE IT FURTHER RESOLVED, that pursuant to TEX. ADMIN. CODE tit. 28,
ss. 3.806(2)  (1996),  the Company shall maintain assets in the Separate
Account  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 Contracts; and

<PAGE>

      BE IT FURTHER RESOLVED, that 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 of the
Company; 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 the Company
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  holders,  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 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 the
Company 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 the
Company, with such assistance from the Company'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
the  Company  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


                                    2

<PAGE>

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 the Company shall deem
necessary or appropriate; and

      BE IT  FURTHER  RESOLVED,  that the  appropriate  officers  of the
Company be, and they hereby are,  authorized  on behalf of the  Separate
Account  and on behalf of the  Company 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 the Company,
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 the Company 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 the Company; and

      BE IT FURTHER  RESOLVED,  that the Chief Executive  Officer of the
Company or his designated  representative  be, and hereby is, authorized
to establish criteria by which the Company 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 the Company
be,  and  hereby  is,  authorized  in the  names of and on behalf of the
Separate Account and the Company to execute and file irrevocable written
consents  on the part of the  Separate  Account and of the Company 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 the
Company for the purpose of receiving and accepting process; and

      BE IT FURTHER  RESOLVED,  that the Chief Executive  Officer of the
Company 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 the
Company  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


                                    3

<PAGE>

      BE IT FURTHER RESOLVED, that the Chief Executive of the Company 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 the Company 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  that  cannot  be
accommodated by or provided for through Separate Account VL-R; and

      BE IT  FURTHER  RESOLVED,  that the  appropriate  officers  of the
Company,  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.


                                    4


                                                              EXHIBIT 1.(1)(b)


RESOLUTIONS FOR THE ESTABLISHMENT OF
VARIABLE LIFE STANDARDS OF SUITABILITY AND CONDUCT                 May 6, 1997


      WHEREAS,  the management of the Company has determined  that the Company
shall take the necessary steps to enable it to write variable life contracts;

      NOW THEREFORE BE IT RESOLVED, that pursuant to TEX. ADMIN. CODE tit. 28,
ss.  3.803(3)  (1996),  the Company hereby adopts the standards of suitability
with respect to the issuance of variable life insurance contracts as follows:

      No  recommendation  shall be made to an  applicant  to  purchase a
      variable life contract and no variable life insurance policy shall
      be issued in the absence of reasonable grounds to believe that the
      purchase  of such  contract  and  issuance  of such  policy is not
      unsuitable   for  such  applicant  on  the  basis  of  information
      furnished after  reasonable  inquiry of such applicant  concerning
      the  applicant's  insurance and investment  objectives,  financial
      situation  and  needs,  and any  other  information  known  to the
      insurer or the agent making the recommendation; and

      BE IT FURTHER  RESOLVED,  That pursuant to TEX. ADMIN. CODE tit. 28, ss.
3.806(8)  (1996),  the Company  hereby  adopts  standards of conduct which are
applicable to the Company, its officers, directors,  employees, and affiliates
with respect to the purchase or sale of investments in separate accounts. Such
standards of conduct shall satisfy the  requirements  set forth in 15 U.S.C.A.
ss. 80a-17 (1997)  (attached  hereto as Exhibit "A") and applicable  rules and
regulations thereunder.


                                                           EXHIBIT 1.(5)(a)(i)


                             AMERICAN GENERAL LIFE
                               Insurance Company

Home Office:
Houston, Texas

2727-A Allen Parkway             JOHN DOE                      American
P.O. Box 1931              POLICY NUMBER: 000000000             General 
Houston, Texas 77251                                       [Graphic Omitted]
                                                            A STOCK COMPANY
(713) 522-1111                                         A Subsidiary of American
                                                          General Corporation

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 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 AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

The  consideration  for this  contract 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 ANY PREMIUMS  PAID  ADJUSTED TO REFLECT  INVESTMENT
EXPERIENCE.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.


        _____________                                _____________
          Secretary                                    President


                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          READ YOUR POLICY CAREFULLY


97600

<PAGE>

<TABLE>
                                                              INDEX
<CAPTION>
<S>                                                            <C>
Allocation of Policy Deductions                                 4
Allocation of Net Premiums                                      4
Annual Report                                                  19
Automatic Rebalancing                                          14
Beneficiary and Proceeds                                       16
Cash Surrender Value                                           10
Cash Value                                                     10
Changing Your Insurance Policy                                  7
      Change of Ownership or Beneficiary                       16
      Changing the Death Benefit Option                         7
      Changing the Specified Amount                             7
Contract                                                        5
Cost of Insurance Rate Table                                   21
Date of Issue                                                 3,5
Death Benefit and Death Benefit Options                         6
Dollar Cost Averaging                                          14
Expense Charges
      Monthly Administration Fee                            3A,11
      Premium Expense Charge                                   3A
      Premium Tax                                               3
General Account                                                 9
General Provisions                                             18
Grace Period                                                   12
Incontestability                                               18
Investment Advisor, Change of                                   9
Investments of the Separate Account                             8
Maturity Date                                                   3
Monthly Guarantee Premium                                      12
Owner                                                           5
Payment Options                                                17
Changing the Specified Amount                                   7
Policy Loans                                                   15
Policy Values                                                   9
Premium Class                                                   2
Premium Payments                                                5
Separate Account                                                7
Surrender, Full and Partial                                    12
Transfer Provision                                             13
Valuation of Assets                                             8
Valuation Dates                                                 8
Valuation Units                                                 8
</TABLE>


COMPANY  REFERENCE.  We,  Our,  Us, or Company  means  American  General  Life
Insurance Company.

YOU, YOUR.  The words You or Your mean the Owner of this policy.  HOME OFFICE.
Our office at 2727-A Allen Parkway, Houston, Texas 77019; Mailing Address P.O.
Box 4880, Houston, Texas 77210-4880.

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

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 nonuser 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 lest 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.


97600                               Page 2

<PAGE>

                                POLICY SCHEDULE


BASIC POLICY                             MONTHLY COST         YEARS PAYABLE

      VARIABLE LIFE                      SEE PAGE 21               60


ADDITIONAL BENEFITS PROVIDED BY RIDERS

      NONE


PREMIUM CLASS:                                    SELECT 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
MONTHLY GUARANTEE PREMIUM                         $  37.00
MINIMUM PARTIAL SURRENDER                         $ 500.00
MINIMUM VALUE THAT MAY BE RETAINED IN A
      DIVISION AFTER A PARTIAL SURRENDER          $ 500.00


COVERAGE MAY EXPIRE PRIOR TO THE MATURITY  DATE SHOWN WHERE EITHER NO PREMIUMS
ARE PAID FOLLOWING PAYMENT OF THE INITIAL PREMIUM,  OR SUBSEQUENT PREMIUMS ARE
INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.


INSURED:                   JOHN DOE      POLICY NUMBER:       0000000000

INSURANCE AGE:             35            DATE OF ISSUE:       NOVEMBER 1, 1997

INITIAL SPECIFIED AMOUNT:  $100,000      MATURITY DATE:       NOVEMBER 1, 2057

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


                         THIS IS A (STATE NAME) POLICY


97600                               Page 3

<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 .90%. AFTER THE 20TH POLICY
           YEAR, THE CURRENT  MORTALITY AND EXPENSE CHARGES WILL BE REDUCED BY
           .25% IN EACH  POLICY YEAR THAT THE  CURRENT  MORTALITY  AND EXPENSE
           CHARGE  ANNUAL RATE WITHOUT THE  REDUCTION  IS LESS THAN .90%.  THE
           CURRENT RATE ON THE DATE OF ISSUE IS [.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 THE  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.


                   TABLE OF MONTHLY GUARANTEE PREMIUM RATES
                        PER $1,000 OF SPECIFIED AMOUNT

              AGE           RATE                AGE           RATE
               35           $0.37                38           $0.43
               36            0.39                39            0.44
               37            0.41                40            0.46


FOR A SPECIAL  (RATED)  PREMIUM CLASS, WE WILL ADJUST THE RATES TO REFLECT THE
MORTALITY RISK.


97600                               Page 3A

<PAGE>

             POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000

<TABLE>
           INITIAL ALLOCATION OF NET PREMIUMS AND POLICY DEDUCTIONS

<CAPTION>
      INVESTMENT OPTIONS                                      INITIAL ALLOCATION         INITIAL ALLOCATIONS
                                                              OF NET PREMIUMS           OF POLICY DEDUCTIONS
<S>                                                                  <C>                         <C>
GENERAL ACCOUNT:

      (125)  AGL Declared Fixed Interest Account                     100%                        100%

SEPARATE ACCOUNT:       VL-R

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


97600                               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 on which the first
premium  is 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).

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) 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 and the Premium Expense charge.

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.


97600                               Page 5

<PAGE>

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 the Home
      Office 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 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 Home  Office 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.


<TABLE>
                             TABLE OF DEATH BENEFIT PERCENTAGE FACTORS
<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>

97600                               Page 6

<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 Home Office 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 VL-R is a segregated  investment  account
established  by the Company under Texas 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.


97600                               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.  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 Home  Office.  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.


97600                               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.

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 Expense Charges;

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.

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


97600                               Page 9

<PAGE>

unloaned  Accumulation  Value of your  policy.  You must  state In  Writing in
advance how Monthly  Deductions should be made if other than this method is to
be used.

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 request for partial surrender is received In Writing.

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;

2.    Less any withdrawals since the last deduction day;

3.    Plus all Net Premiums received since the last deduction day;

4.    Plus the sum of the values of the  Divisions of the Separate  Account as
      of the last deduction  day, plus 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 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.

MONTHLY  DEDUCTIONS  MAY BE MADE ONLY IF THERE IS  SUFFICIENT  CASH  SURRENDER
VALUE.  (UNLESS POLICY IS BEING CONTINUED UNDER THE MONTHLY  GUARANTEE PREMIUM
PROVISION).  Unless this policy is being  continued in force under the Monthly
Guarantee Premium  provision,  a monthly deduction from the Accumulation Value
may be made only if the Cash  Surrender  Value 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  Cash  Surrender  Value  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"  and  "Monthly  Guarantee  Premium"
provisions.


97600                               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
reduced 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 at any time during the Insured's lifetime
before  the  Maturity  Date.  The amount  being  surrendered  or reduced  will
terminate on the Valuation Date on or next following the
date We receive the request for surrender or reduction.

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.

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 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. We will not change
these charges in order to recoup any prior losses.


97600                               Page 11

<PAGE>


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.

GRACE PERIOD.  If the Cash Surrender Value 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 31 days prior 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.

MONTHLY  GUARANTEE  PREMIUM.  The  Monthly  Guarantee  Premium for the Initial
Specified Amount and any benefit riders in force on the Date of Issue is shown
on page 3. This policy will not  terminate  within the 5 year period after the
Date of Issue, if on each Monthly Deduction Day during that period, the sum of
premiums paid equals or exceeds:

1.    The sum of the  Monthly  Guarantee  Premiums  from  the  Date of  Issue,
      including the current month; plus

2.    Any partial  surrenders  and any  increase in the loan amount  since the
      start of the period.

If the Specified  Amount is increased,  during the first 5 policy years, a new
Monthly Guarantee Premium will be calculated as follows: We will use rates for
the Insured's attained age for the amount of the increase, and add the Monthly
Guarantee  Premium (s) previously  calculated for the Initial specified Amount
and each prior increase, plus the cost of any benefit riders. If the Specified
Amount is decreased, the Monthly Guarantee Premium will be decreased.

If a benefit rider is added or increased,  the Monthly  Guarantee Premium will
be  increased.  If a  benefit  rider is  removed  or  decreased,  the  Monthly
Guarantee Premium will be decreased.

If a policy is  reinstated  with no change in the  Specified  Amount,  Premium
Class or benefit riders, the Monthly Guarantee Premium upon reinstatement will
be the same as it was when the policy lapsed.

The Monthly Guarantee Premium period ends on the fifth policy anniversary.  It
will not be extended or otherwise  changed by changes in the Specified Amount,
the addition, deletion or change in benefit riders, or by reinstatement of the
policy.

The policy value at the end of the 5 year period may be  insufficient  to keep
the policy in force unless an additional payment is made at that time.

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 the Home Office.  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.


97600                               Page 12

<PAGE>

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

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 $25.00  charge for each  partial  surrender in addition to the
amounts shown in the Table of Surrender Charges.

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 there is  sufficient  Cash  Surrender  Value to make such  deductions)
until the Maturity Date. This policy will remain in force until the earlier of
the following dates:

1.    The Maturity Date (if there is sufficient  Cash Surrender  Value 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  reserve  the right to  terminate,  suspend  or modify  the  transfer
      privilege described above.

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.


97600                               Page 13

<PAGE>

                          TRANSFER PROVISION (CONT'D)

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  Dollar  Cost  Averaging  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:

1.    If  there  is a  failure  in any  of  the  means  normally  employed  in
      ascertaining the prices or values of investments,  properties or assets;
      or

2.    If, for any reason the prices or values of  investments,  properties  or
      assets in the Separate Account cannot be reasonably ascertained; or

3.    If  circumstances  exist  as a  result  of  which  it is not  reasonably
      practicable  to realize any of the Separate  Account's  investment or to
      determine fairly the net asset value of the Separate Account; or

4.    If the  remittance of funds  involved in the  realization  of, or in the
      payment  for  investment  or  payment  due under this  policy  cannot be
      carried out without undue delay and at normal rates of exchange; or


97600                               Page 14

<PAGE>

            SUSPENSION AND DEFERRAL OF PAYMENTS PROVISION (CONT'D)

5.    The U.S.  Securities and Exchange  Commission  (SEC)  determines  that a
      state of emergency exists; or

6.    An order of the SEC permits a delay for the protection of policyholders.

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.

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 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 inteest bears to the
unloaned  Accumulation  Value of your  policy.  You must  state In  Writing in
advance how unpaid loan  interst  should be deducted if other than this method
is to be used.

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.


97600                               Page 15

<PAGE>

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.

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 the 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.


                           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 Home
Office 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.


97600                               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
Mortality 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.

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.


97600                               Page 17

<PAGE>

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:

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;

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 Home  Office.  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 the
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 applications.

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.


97600                               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,  while sane or
insane, 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; and

9.    The Death Benefit Amount.


97600                               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 there is not sufficient  Cash Surrender  Value
      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; and

2.    Evidence of insurability satisfactory to Us; and

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.


97600                               Page 20

<PAGE>

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

<TABLE>
<CAPTION>
   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday      MALE              Nearest Birthday      MALE
 (On Each Policy                         (On Each Policy
   Anniversary)                            Anniversary)

<S>                     <C>                     <C>              <C>

        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
</TABLE>

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.


97600M                              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>
                                                   OPTION 3 TABLE
                                    INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
<CAPTION>
                 [----------   GUARANTEED PERIOD   ---------]                    [----------   GUARANTEED PERIOD   ---------]
  AGE OF PAYEE      10 Years       15 Years       20 Years        AGE OF PAYEE      10 Years       15 Years       20 Years
     Male
<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
</TABLE>

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.


97600M                              Page 22

<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.  In
addition,  there  will be a charge  not to  exceed  $25.00  for  each  partial
surrender.

<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>


97600M                              Page 23

<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.  In
addition,  there  will be a charge  not to  exceed  $25.00  for  each  partial
surrender.

<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>


97600M                              Page 24

<PAGE>

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

<TABLE>
<CAPTION>
   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday     FEMALE             Nearest Birthday     FEMALE
 (On Each Policy                         (On Each Policy
   Anniversary)                            Anniversary)

<S>                     <C>                     <C>              <C>
        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               0.08                    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
</TABLE>

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.


97600F                              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>
                                                   OPTION 3 TABLE
                                    INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
<CAPTION>
                 [----------   GUARANTEED PERIOD   ---------]                    [----------   GUARANTEED PERIOD   ---------]
  AGE OF PAYEE      10 Years       15 Years       20 Years        AGE OF PAYEE      10 Years       15 Years       20 Years
    Female
<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
</TABLE>

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.

97600F                              Page 22

<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.  In
addition,  there  will be a charge  not to  exceed  $25.00  for  each  partial
surrender.

<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>


97600F                              Page 23

<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.  In
addition,  there  will be a charge  not to  exceed  $25.00  for  each  partial
surrender.

<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>


97600F                              Page 24

<PAGE>

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

<TABLE>
<CAPTION>
   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday      RATE              Nearest Birthday      RATE
 (On Each Policy                         (On Each Policy
   Anniversary)                            Anniversary)

<S>                     <C>                     <C>              <C>
        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
</TABLE>


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. 


97600U                              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>
                                                   OPTION 3 TABLE
                                    INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
<CAPTION>
                 [----------   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
</TABLE>

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.


97600U                              Page 22

<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.  In
addition,  there  will be a charge  not to  exceed  $25.00  for  each  partial
surrender.

<TABLE>
<CAPTION>
   ISSUE
    AGE      YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR
              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>


97600U                              Page 23

<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.  In
addition,  there  will be a charge  not to  exceed  $25.00  for  each  partial
surrender.

<TABLE>
<CAPTION>
   ISSUE
    AGE      YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR    YEAR
              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>


97600U                              Page 24

<PAGE>


                             AMERICAN GENERAL LIFE
                               INSURANCE COMPANY


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 Servicing Agent, or our VUL Administration

                             2727-A ALLEN PARKWAY
                                 P.O. BOX 4880
                           HOUSTON, TEXAS 77210-4880
                                1-888-325-9315



                           [AMERICAN GENERAL LOGO]
                                A STOCK COMPANY
                 A Subsidiary of American General Corporation


97600


                                                          EXHIBIT 1.(5)(a)(ii)


                             AMERICAN GENERAL LIFE
                               Insurance Company

Home Office:
Houston, Texas

2727-A Allen Parkway             JOHN DOE                      American
P.O. Box 1931              POLICY NUMBER: 000000000             General 
Houston, Texas 77251                                       [Graphic Omitted]
                                                            A STOCK COMPANY
(713) 522-1111                                         A Subsidiary of American
                                                          General Corporation

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 AMOUNT OR  DURATION OF THE DEATH  BENEFIT  PROCEEDS  AND THE  ACCUMULATION
VALUES  PROVIDED BY THIS POLICY WHEN BASED ON THE  INVESTMENT  EXPERIENCE OF A
SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

The  consideration  for this  contract 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 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 ANY PREMIUMS  PAID  ADJUSTED TO REFLECT  INVESTMENT
EXPERIENCE.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.

        _____________                                _____________
          Secretary                                    President


                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          READ YOUR POLICY CAREFULLY

97610

<PAGE>

<TABLE>
                                                              INDEX
<CAPTION>
<S>                                                            <C>
Allocation of Policy Deductions                                 4
Allocation of Net Premiums                                      4
Annual Report                                                  19
Automatic Rebalancing                                          14
Beneficiary and Proceeds                                       16
Cash Surrender Value                                           10
Cash Value                                                     10
Changing Your Insurance Policy                                  7
      Change of Ownership or Beneficiary                       16
      Changing the Death Benefit Option                         7
      Changing the Specified Amount                             7
Contract                                                        5
Cost of Insurance Rate Table                                   21
Date of Issue                                                 3,5
Death Benefit and Death Benefit Options                         6
Dollar Cost Averaging                                          14
Expense Charges
      Monthly Administration Fee                            3A,11
      Premium Expense Charge                                   3A
      Premium Tax                                               3
General Account                                                 9
General Provisions                                             18
Grace Period                                                   12
Incontestability                                               18
Investment Advisor, Change of                                   9
Investments of the Separate Account                             8
Maturity Date                                                   3
Monthly Guarantee Premium                                      12
Owner                                                           5
Payment Options                                                17
Policy Loans                                                   15
Policy Values                                                   9
Premium Class                                                   2
Premium Payments                                                5
Separate Account                                                7
Surrender, Full and Partial                                    12
Transfer Provision                                             13
Valuation of Assets                                             8
Valuation Dates                                                 8
Valuation Units                                                 8
</TABLE>

COMPANY  REFERENCE.  We,  Our,  Us, or Company  means  American  General  Life
Insurance Company.

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

HOME OFFICE. Our office at 2727-A Allen Parkway, Houston, Texas 77019; Mailing
Address P.O. Box 4880, Houston, Texas 77210-4880.

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

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 nonuser 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 lest 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.


97610                               Page 2

<PAGE>

                                POLICY SCHEDULE


BASIC POLICY                             MONTHLY COST         YEARS PAYABLE

      VARIABLE LIFE                      SEE PAGE 21               60


ADDITIONAL BENEFITS PROVIDED BY RIDERS

      NONE


PREMIUM CLASS:                                    SELECT PREFERRED
INITIAL PREMIUM:                                  $1,528.90
PLANNED PERIODIC PREMIUM:                         $1,528.90 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


COVERAGE MAY EXPIRE PRIOR TO THE MATURITY  DATE SHOWN WHERE EITHER NO PREMIUMS
ARE PAID FOLLOWING PAYMENT OF THE INITIAL PREMIUM,  OR SUBSEQUENT PREMIUMS ARE
INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.


INSURED:                   JOHN DOE      POLICY NUMBER:       0000000000

INSURANCE AGE:             35            DATE OF ISSUE:       NOVEMBER 1, 1997

INITIAL SPECIFIED AMOUNT:  $100,000      MATURITY DATE:       NOVEMBER 1, 2057

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


                         THIS IS A (STATE NAME) POLICY


97610                               Page 3

<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 .90%. AFTER THE 10TH POLICY
           YEAR, THE CURRENT  MORTALITY AND EXPENSE CHARGES WILL BE REDUCED BY
           .25% IN EACH  POLICY YEAR THAT THE  CURRENT  MORTALITY  AND EXPENSE
           CHARGE  ANNUAL RATE WITHOUT THE  REDUCTION  IS LESS THAN .90%.  THE
           CURRENT RATE ON THE DATE OF ISSUE IS [.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 EXPENSE CHARGE:
       MONTHLY EXPENSE CHARGE FOR FIRST TWO YEARS:          $19.59
       (SEE MONTHLY EXPENSE CHARGE TABLE FOR RATES
       APPLYING TO INCREASES IN SPECIFIED AMOUNT)

       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.


97610                               Page 3A

<PAGE>

             POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000

<TABLE>
           INITIAL ALLOCATION OF NET PREMIUMS AND POLICY DEDUCTIONS

<CAPTION>
      INVESTMENT OPTIONS                                      INITIAL ALLOCATION         INITIAL ALLOCATIONS
                                                              OF NET PREMIUMS           OF POLICY DEDUCTIONS
<S>                                                                  <C>                         <C>
GENERAL ACCOUNT:

      (125)  AGL Declared Fixed Interest Account                     100%                        100%

SEPARATE ACCOUNT:       VL-R

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


97610                               Page 3B

<PAGE>

           TABLE OF MONTHLY EXPENSE CHARGES FOR THE FIRST TWO YEARS
                        PER $1,000 OF SPECIFIED AMOUNT
            (Also applies to an increase in Specified Amount during
                       first two years of the Increase)


           ISSUE                                  ISSUE
            AGE                                    AGE

             35             0.1959                  58           0.5084
             36             0.2047                  59           0.5363
             37             0.2140                  60           0.5662
             38             0.2238                  61           0.5982
             39             0.2340                  62           0.6323

             40             0.2449                  63           0.6688
             41             0.2564                  64           0.7078
             42             0.2685                  65           0.7495
             43             0.2812                  66           0.7800
             44             0.2946                  67           0.8200

             45             0.2647                  68           0.8600
             46             0.2775                  69           0.9000
             47             0.2912                  70           0.9500
             48             0.3056                  71           1.0000
             49             0.3209                  72           1.0600

             50             0.3371                  73           1.1100
             51             0.3544                  74           1.1700
             52             0.3727                  75           1.2400
             53             0.3921                  76           1.3000
             54             0.4126                  77           1.3700

             55             0.4345                  78           1.4500
             56             0.4576                  79           1.5300
             57             0.4822                  80           1.6100


The MONTHLY EXPENSE CHARGE FOR THE INITIAL  SPECIFIED AMOUNT for the first two
years is shown on page 3A of the policy.  To  determine  the  Monthly  Expense
Charge for an increase in  Specified  Amount,  multiply the  appropriate  rate
shown above by the number of thousands of increase in  Specified  Amount.  The
result will be deducted from the  Accumulation  Value monthly during the first
two years of the increase.


97610                               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 on which the first
premium  is 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 may 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  may 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
Accumulation  Value 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).

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 deduction of any state premium tax) 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 and the Premium Expense charge.

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.


97610                               Page 5

<PAGE>

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 the Home
      Office 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 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 Home  Office 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.


<TABLE>
                             TABLE OF DEATH BENEFIT PERCENTAGE FACTORS
<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>


97610                               Page 6

<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 Home Office 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.


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 VL-R is a segregated  investment  account
established  by the Company under Texas 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.


97610                               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.  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 Home  Office.  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 Division's 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.


97610                               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.

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 Expense Charges;

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.

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.


97610                               Page 9

<PAGE>

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.  You must  state In  Writing in
advance how Monthly  Deductions should be made if other than this method is to
be used.

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 request for partial surrender is received In Writing.

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;

2.    Less any withdrawals since the last deduction day;

3.    Plus all Net Premiums received since the last deduction day;

4.    Plus the sum of the values of the  Divisions of the Separate  Account as
      of the last deduction  day, plus 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 value of the Valuation Units.

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


97610                               Page 10

<PAGE>

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; and

4.    During the first two  policy  years,  a Monthly  Expense  Charge.  (This
      charge also applies to the amount of any  increase in  Specified  Amount
      during the first two years of such increase.)

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 Expense Charge, if any, 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.

FIRST TWO YEARS  MONTHLY  EXPENSE  CHARGE.  A Monthly  Expense  Charge will be
deducted during the first two policy years,  and during the first two years of
any increase in Specified Amount. The Monthly Expense Charge for the first two
years for the Initial  Specified Amount is shown onpage 3. The Monthly Expense
Charge for the first two years of any  increase  in  Specified  Amount will be
calculated by multiplying the  appropriate  rate shown on page 4 by the number
of thousands of such increase.

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.

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 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. We will not change
these charges in order to recoup any prior losses.


97610                               Page 11

<PAGE>

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.

GRACE PERIOD.  If the Cash Surrender Value 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 31 days prior 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 the Home Office.  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 the
Home Office.

A partial  surrender will result in a reduction of the Accumulation  Value and
the Death Benefit Amount. The Accumulation Value 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 $25.00 charge for each partial surrender.

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


97610                               Page 12

<PAGE>

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 there is  sufficient  Cash  Surrender  Value to make such  deductions)
until the Maturity Date. This policy will remain in force until the earlier of
the following dates:

1.    The Maturity Date (if there is sufficient  Cash Surrender  Value 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  reserve  the right to  terminate,  suspend  or modify  the  transfer
      privilege described above.

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.

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)


97610                               Page 13

<PAGE>

                          TRANSFER PROVISION (CONT'D)

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  Dollar  Cost  Averaging  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:

1.    If  there  is a  failure  in any  of  the  means  normally  employed  in
      ascertaining the prices or values of investments,  properties or assets;
      or

2.    If, for any reason the prices or values of  investments,  properties  or
      assets in the Separate Account cannot be reasonably ascertained; or

3.    If  circumstances  exist  as a  result  of  which  it is not  reasonably
      practicable  to realize any of the Separate  Account's  investment or to
      determine fairly the net asset value of the Separate Account; or

4.    If the  remittance of funds  involved in the  realization  of, or in the
      payment  for  investment  or  payment  due under this  policy  cannot be
      carried out without undue delay and at normal rates of exchange; or

5.    The U.S.  Securities and Exchange  Commission  (SEC)  determines  that a
      state of emergency exists; or

6.    An order of the SEC permits a delay for the protection of policyholders.


97610                               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.

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 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 inteest bears to the
unloaned  Accumulation  Value of your  policy.  You must  state In  Writing in
advance how unpaid loan  interst  should be deducted if other than this method
is to be used.

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.


97610                               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 the 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. 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 Home
Office 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.


97610                               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
Mortality 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.

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.


97610                               Page 17

<PAGE>

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:

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;

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 Home  Office.  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 the
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 applications.

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.


97610                               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,  while sane or
insane, 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  Accumulation  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  Accumulation  Values includes a
charge for the cost of insurance,  as shown in the Table of Guaranteed Monthly
Cost  of  Insurance  Rates.   Calculation  of  minimum   Accumulation  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; and

9.    The Death Benefit Amount.


97610                               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 there is not sufficient  Cash Surrender  Value
      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; and

2.    Evidence of insurability satisfactory to Us; and

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 Accumulation Value at the time of reinstatement will be:

1.    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

2.    Any loan repaid or reinstated; less

3.    The monthly deduction for one month.

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


97610                               Page 20

<PAGE>

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

<TABLE>
<CAPTION>
   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday      MALE              Nearest Birthday      MALE
 (On Each Policy                         (On Each Policy
   Anniversary)                            Anniversary)

<S>                     <C>                     <C>              <C>

        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
</TABLE>

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.


97610M                              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>
                                                   OPTION 3 TABLE
                                    INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
<CAPTION>
                 [----------   GUARANTEED PERIOD   ---------]                    [----------   GUARANTEED PERIOD   ---------]
  AGE OF PAYEE      10 Years       15 Years       20 Years        AGE OF PAYEE      10 Years       15 Years       20 Years
     Male
<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
</TABLE>

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.


97610M                              Page 22

<PAGE>

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

<TABLE>
<CAPTION>
   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday     FEMALE             Nearest Birthday     FEMALE
 (On Each Policy                         (On Each Policy
   Anniversary)                            Anniversary)

<S>                     <C>                     <C>              <C>
        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               0.08                    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
</TABLE>

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.


97610F                              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>
                                                   OPTION 3 TABLE
                                    INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
<CAPTION>
                 [----------   GUARANTEED PERIOD   ---------]                    [----------   GUARANTEED PERIOD   ---------]
  AGE OF PAYEE      10 Years       15 Years       20 Years        AGE OF PAYEE      10 Years       15 Years       20 Years
    Female
<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
</TABLE>

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.


97610F                              Page 22

<PAGE>

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

<TABLE>
<CAPTION>
   ATTAINED AGE                            ATTAINED AGE
  Nearest Birthday      RATE              Nearest Birthday      RATE
 (On Each Policy                         (On Each Policy
   Anniversary)                            Anniversary)

<S>                     <C>                     <C>              <C>
        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
</TABLE>

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. 


97610U                              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>
                                                   OPTION 3 TABLE
                                    INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
<CAPTION>
                 [----------   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
</TABLE>

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.


97610U                              Page 22

<PAGE>

                             AMERICAN GENERAL LIFE
                               INSURANCE COMPANY


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 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 Servicing Agent, or our VUL Administration

                             2727-A ALLEN PARKWAY
                                 P.O. BOX 4880
                           HOUSTON, TEXAS 77210-4880
                                1-888-325-9315


                           [AMERICAN GENERAL LOGO]
                                A STOCK COMPANY
                 A Subsidiary of American General Corporation


97610


                                                           EXHIBIT 1.(5)(b)(i)


                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                          Home Office: Houston, Texas
                        APPLICATION FOR LIFE INSURANCE

<TABLE>
<S>                                           <C>  <C>            <C>            <C>   <C>        <C>      <C>
 1.  NAMES OF PERSONS PROPOSED FOR INSURANCE  Sex  Relationship   Date of Birth  Ins.  Place of   Height   Weight
     First         Middle      Last                               Mo   Day  Yr   Age    Birth     Ft In
 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.
</TABLE>

 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
     Address 123 MAIN ST.
     City  HOUSTON   State  TEXAS   ZIP 77041
     Telephone (713) 466-3800   No. of Yrs. 10
 -----------------------------------------------------------------------------
 3.  OCCUPATION Proposed Insured A
     Occupation BANKER       Yrs. 10
     Employer Name  BANK ONE
     Address ________________________________
     City____________________________________State______Zip_______
     Telephone (___)________________

     PROPOSED INSURED B
     Occupation ______________  Yrs. ___
     Employer Name  ____________________
     Address ________________________________
     City____________________________________State______Zip_______
     Telephone (___)________________
 -----------------------------------------------------------------------------
 4.  HAS PROPOSED INSURED A OR B USED TOBACCO IN ANY FORM IN THE PAST 24 MONTHS?
     Proposed Insured A  [ ] Yes   [X] No
     Proposed Insured B  [ ] Yes   [ ] No
 -----------------------------------------------------------------------------
 5.  PLAN OF BASIC INSURANCE:
                                       Amount
     UNIVERSAL LIFE                  $ 25,000
     --------------                  ---------------
     Planned Periodic Premium        $______________
     Lump Sum Payment                $______________
     Benefit Option:     [ ] 1 - Level      [ ] 2 - Increasing
     Are you requesting Select Rates?       [ ] Yes    [ ] No
 -----------------------------------------------------------------------------
 6.  ADDITIONAL BENEFITS TO BE ADDED                            Amount
     [ ] Maturity Extension Rider - Death Benefit
     [ ] Maturity Extension Rider - Accumulation Value
     [ ] Terminal Illness Rider
     [ ] Waiver of Premium/Waiver of Monthly Deduction 
     [ ] Waiver of Monthly Guarantee Premium
     [ ] Accidental Death Benefit                            $______________
     [ ] Spouse/Other Insured Rider                          $______________
     [ ] FIB __________ Units      CIB___________ Units
     [ ] Additional Insurance Option                         $______________
     [ ] Joint Insurance 4-Year Term                         $______________
     [ ] First-to-die Term Rider                             $______________
     [ ] Joint Term                                          $______________
     [ ] Joint ART  A n   B n                                $______________
     [ ] Automatic Increase Rider                             _____________%
     [ ] Return of Premium Death Benefit Option
     [ ] Premium Assurance Rider
     [ ] Other __________________________________            $______________
 -----------------------------------------------------------------------------
 7.  PREMIUMS TO BE PAID
     [ ]  Automatic Bank Check           [ ]  Direct
     [ ]  List Bill or Government Allotment    List Bill # ___________
          Company __________________
     [ ]  Annually        [ ]  Semi-Annually        [ ]  Quarterly  
     Amount paid with application $ _______________ or     None
 -----------------------------------------------------------------------------
 8.  BENEFICIARY DESIGNATION PROPOSED INSURED A

     ________________________________________________________________________
           First                                            Relationship
     ________________________________________________________________________
           Second                                           Relationship
     ________________________________________________________________________
           Trust Name                                       Date of Trust

     Proposed Insured B

     ________________________________________________________________________
           First                                            Relationship
     ________________________________________________________________________
           Second                                           Relationship
     ________________________________________________________________________
           Trust Name                                       Date of Trust
 -----------------------------------------------------------------------------
 9.  PREMIUM PAYOR
     Name  ___________________________________________________
     Address _________________________________________________
     City ______________________ State _________ ZIP _________
     Relationship to Primary Proposed Insured ________________
     SECONDARY PAYOR
     Name  ___________________________________________________
     Address _________________________________________________
     City ______________________ State _________ ZIP _________
 -----------------------------------------------------------------------------
 10. POLICYOWNER AND TAXPAYER IDENTIFICATION NUMBER (MUST BE COMPLETED)
     Policyowner Name ________________________________________
     Address _________________________________________________
     City ______________________ State _________ ZIP _________
     Social Security or Tax ID Number ________________________
     Policyowner Date of Birth _______________________________
     [ ] Insured           [ ] Other Relationship ____________

     CONTINGENT OWNER DESIGNATION
     Contingent Policyowner Name _____________________________
     Social Security or Tax ID Number ________________________
     (Contingent Policyowner designation becomes effective upon the death
     of the Primary Owner)
 -----------------------------------------------------------------------------
 11. INCLUDE AUTOMATIC PREMIUM LOAN IF AVAILABLE?    [ ] Yes   [  ] No
 Home Office Endorsement Only. May not be used in any state where prohibited.
 -----------------------------------------------------------------------------
 L 8754-95 REV 897                   -1-
<PAGE>
 12. 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  [ ] 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  [ ] NO
 -----------------------------------------------------------------------------
 Temporary  insurance  is not  available  if there  are any "yes"  answers  to
 question number 1
 -----------------------------------------------------------------------------
 13.  REPLACEMENTS, EXCHANGES, CONVERSIONS

 If this is a replacement,  required state  replacement  forms and disclosures
 must be used.  If state does not require  Policy  Comparison  Form,  you must
 attach AGL Replacement Comparison Guide (L8726).

    a. List below all Life Insurance  policies in force and applied for in all
       companies.

<TABLE>
                 (Use explanations section on pg. 3 if necessary.)
<CAPTION>
  Proposed    Proposed                                                                  Is Beneficiary
   Insured    Insured                        Year           Coverage Amount              Business or           Replace
     A           B          Company         Issued      Life               ADB             Personal         Yes        No
<S>           <C>           <C>             <C>         <C>                <C>          <C>                 <C>        <C>

</TABLE>

<TABLE>
<CAPTION>
                                                                                        Proposed Insured
                                                                                         A           B_D
                                                                                     Yes    No    Yes     No
<S>                                                                                  <C>    <C>    <C>    <C>
 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]    [ ]    [ ]
</TABLE>
 -----------------------------------------------------------------------------
 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:

                                                          Proposed Insured
                                                          A           B_D
                                                     Yes    No     Yes     No

    a. mental disorder, epilepsy or stroke?
    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 examination is 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]    [ ]     [ ]
 -----------------------------------------------------------------------------
 L 8754-95 REV 897                   -2-
<PAGE>
 -----------------------------------------------------------------------------
 8. FAMILY HISTORY

<TABLE>
 PROPOSED INSURED A
<CAPTION>
 Family      If living        If not living,     State of health or
 History    current age(s)    age at death       cause & date of death
<S>         <C>               <C>                <C>
 Father

 Mother

 Brothers
 & Sisters
</TABLE>
 

<TABLE>
 PROPOSED INSURED B
<CAPTION>
 Family      If living        If not living,     State of health or
 History    current age(s)    age at death       cause & date of death
<S>         <C>               <C>                <C>
 Father

 Mother

 Brothers
 & Sisters
</TABLE>
 
 -----------------------------------------------------------------------------
 9. PERSONAL PHYSICIAN INFORMATION

                    Proposed Insured A
             Who is your personal physician?
 Name: ____________________________________________________________
 Address: _________________________________________________________
 City ____________________________ State ___________ Zip___________
 Phone:  __________________________________________________________
 Date personal physician was last seen? ___________________________
 Reason Seen? _____________________________________________________


                    Proposed Insured B
             Who is your personal physician?
 Name: ____________________________________________________________
 Address: _________________________________________________________
 City ____________________________ State ___________ Zip___________
 Phone:  __________________________________________________________
 Date personal physician was last 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.
 -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
  QUES  (Proposed) Insured A    QUES    (Proposed) Insureds B_D
<S>     <C>                     <C>     <C>

</TABLE>
 -----------------------------------------------------------------------------
 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 $____________________
       2) Annual interest & other income $____________________
          (include retained earnings)
       3) Total assets $____________________
       4) Total liabilities $____________________
 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?__________%
 -----------------------------------------------------------------------------
 L 8754-95 REV 897                   -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 American
 General Life Insurance Company (American General Life) 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,  American  General Life 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 American General Life.

 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  American  General  Life 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 12.

 Any person who includes any false or misleading information on an application
 for insurance policy is subject to criminal and civil penalties.
 -----------------------------------------------------------------------------
 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.
 -----------------------------------------------------------------------------

 Signed at ____________________   _____________________   Date: ______________
                  CITY                   STATE

 _______________________________
 SIGNATURE OF PROPOSED INSURED A
 (If below age 15, signature of parent or guardian.)       


 _______________________________
 SIGNATURE OF OWNER/TRUSTEE (If other than
 Primary Proposed Insured. Show officer's title if signing for firm.)


 _______________________________
 SIGNATURE OF OWNER


 _______________________________
 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.
 -----------------------------------------------------------------------------
 L 8754-95 REV 897                   -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

<TABLE>
<CAPTION>
     (Circle letter to indicate who     Agency       Agent      Percent
     should receive correspondence.)    Number      Number     of credit
<S>                                     <C>         <C>        <C>
 a.
 b.
 c.
</TABLE>
 -----------------------------------------------------------------------------

 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", complete requirement of the state of residence.)
 -----------------------------------------------------------------------------
 REMARKS:



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


 _______   __________________________________     ___________________________
 Date      Contact Person if other than Agent     SIGNATURE OF AGENT

           __________________________________     ___________________________
           Telephone No. of Agent                 PLEASE PRINT NAME
                                
           __________________________________     ___________________________
           Facsimile No. of Agent                 STREET ADDRESS (Please Print)

                                                  ___________________________
                                                  CITY         STATE     ZIP
 -----------------------------------------------------------------------------
 L 8754-95 REV 897                   -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 American
 General Life Insurance  Company  ("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 Home  Office.  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

 -----------------------------------------------------------------------------
 L 8754-95 REV 897                   -6-
<PAGE>
 -----------------------------------------------------------------------------
                   AMERICAN GENERAL LIFE INSURANCE COMPANY
                         Home Office: Houston, Texas
                  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 12 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 12 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

   _________________________          _____________________
       SIGNATURE OF AGENT                  AGENT NUMBER
 -----------------------------------------------------------------------------
 L 8754-95 REV 897                   -7-
<PAGE>

           DETACH THIS NOTICE & LEAVE IT WITH THE PROPOSED INSURED

                   AMERICAN GENERAL LIFE INSURANCE COMPANY

                         Home Office: Houston, Texas

                          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 home  office  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 New Business,  American General Life Insurance Company,  P.O.
 Box 1931, Houston, Texas 77251-1931.  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.
 American General Life Insurance Company 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.

 American  General Life  Insurance  Company 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:  American General Life Insurance Company, New Business,  P.O.
 Box 1931, Houston, Texas 77251-1931.

               TELEPHONE INTERVIEW INFORMATION (IF APPLICABLE)

 To help us process your application as rapidly as possible,  American General
 Life 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.
 -----------------------------------------------------------------------------
 L 8754-95 REV 897                   -8-



                                                          EXHIBIT 1.(5)(b)(ii)


               AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")
                         Home Office: Houston, Texas

          Variable Universal Life Insurance Supplemental Application
     (This supplement must accompany the appropriate application for life
                                  insurance.)
 -----------------------------------------------------------------------------
 PART 1.  Applicant INFORMATION

 Supplement to the application on the life of _____________________,
 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.

<TABLE>
<CAPTION>
                                                       Premium          Deduction
                                                      Allocation       Allocation
<S>                                                   <C>              <C>
 AGL Declared Fixed Interest Account (125)              ____%             ____%
 AIM VARIABLE INSURANCE FUNDS, INC.
 AIM V.I. International Equity Division (126)           ____%             ____%
 AIM V.I. Value Division (127)                          ____%             ____%
 AMERICAN GENERAL SERIES PORTFOLIO COMPANY
 International Equities Division (128)                  ____%             ____%
 MidCap Index Division (129)                            ____%             ____%
 Money Market Division (130)                            ____%             ____%
 Stock Index Division (131)                             ____%             ____%
 DREYFUS VARIABLE INVESTMENT FUND
 Quality Bond Division (132)                            ____%             ____%
 Small Cap Division (133)                               ____%             ____%
 MFS VARIABLE INSURANCE TRUST
 MFS Emerging Growth Series (134)                       ____%             ____%
 MORGAN STANLEY UNIVERSAL FUNDS, INC.
 Equity Growth Division (135)                           ____%             ____%
 High Yield Division (136)                              ____%             ____%
 PUTNAM VARIABLE TRUST
 Putnam VT Diversified Income Division (137)            ____%             ____%
 Putnam VT Growth and Income Division (138)             ____%             ____%
 Putnam VT Int'l Growth and Income Division (139)       ____%             ____%
 SAFECO RESOURCE SERIES TRUST
 Equity Division (140)                                  ____%             ____%
 Growth Division (141)                                  ____%             ____%
 VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
 Strategic Stock Division (142)                         ____%             ____%
 Other: ________________________________                ____%             ____%

                                                        100%              100%
</TABLE>
 -----------------------------------------------------------------------------
 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 (130)
 and  transferred  to one or more of the  investment  options  below.  The AGL
 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):

<TABLE>
<S>                                         <C>
 (126) AIM V.I. International Equity        $___________
 (127) AIM V.I. Value                       $___________
 (128) International Equities               $___________
 (129) MidCap Index                         $___________
 (131) Stock Index                          $___________
 (132) Quality Bond                         $___________
 (133) Small Cap                            $___________
 (134) MFS Emerging Growth Series           $___________
 (135) Equity Growth                        $___________
 (136) High Yield                           $___________
 (137) Putnam VT Diversified Income         $___________
 (138) Putnam VT Growth and Income          $___________
 (139) Putnam VT Int'l Growth and Income    $___________
 (140) Equity                               $___________
 (141) Growth                               $___________
 (142) Strategic Stock                      $___________
 Other: ________________________________    $___________
</TABLE>
 -----------------------------------------------------------------------------
 PART 4.  Automatic Rebalancing

 Automatic Rebalancing:  ($5,000 initial minimum beginning accumulation value)
 Variable  division  assets  will be  automatically  rebalanced  based  on the
 premium percentages  designated in Part 2. If the AGL 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.
 -----------------------------------------------------------------------------
 L 8992-97                     PAGE 1 OF 2

<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY
Home Office: Houston, Texas

 -----------------------------------------------------------------------------
 PART 5.  Telephone Authorization

 I (or we, if Joint Owners),  hereby authorize American General Life Insurance
 Company ("AGL") to act on telephone instructions to transfer values among the
 variable  divisions and the AGL Declared Fixed Interest Account and to change
 allocations for future  purchase  payments and monthly  deductions  given by:
 (Initial appropriate box below.)

 [  ] Policy Owner(s)_ if Joint Owners, either of us acting independently.

 [  ] Policy Owner(s) or the  Agent/Registered Representative who is appointed
     to represent AGL and the firm authorized to service my policy.

 AGL and any person designated by this  authorization  will not be responsible
 for any claim, loss or expense based upon telephone instructions received and
 acted  on in  good  faith,  including  losses  due to  telephone  instruction
 communication   errors.   AGL's   liability  for   erroneous   transfers  and
 allocations,  unless  clearly  contrary  to  instructions  received,  will be
 limited to correction of the  allocations  on a current  basis.  If an error,
 objection or other claim arises due to a telephone transaction, I will notify
 AGL in writing within five working days from receipt of  confirmation  of the
 transaction from AGL. I understand that this  authorization is subject to the
 terms and provisions of my variable  universal life insurance  policy and its
 related prospectus. This authorization will remain in effect until my written
 notice of its revocation is received by AGL at its home office.

 [  ] Initial here to decline the above telephone Authorization.
 -----------------------------------------------------------------------------
 PART 6.  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?

    (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?                      [ ]     [ ]

    b. The Policy values may increase or decrease, depending
       on the investment experience of the Separate Account,
       the AGL Declared Fixed Interest Account accumulation,
       and certain expense deductions?                          [ ]     [ ]

    c. The  Policy is  designed  to provide  life  insurance
       coverage and to allow for the  accumulation of values
       in the Separate Account?                                 [ ]     [ ]

 3. Do you  believe  the  Policy  you  selected  meets  your
    insurance and investment objectives and your anticipated
    financial needs?                                            [ ]     [ ]
 -----------------------------------------------------------------------------

 Signed at: ___________________________         Date: _____________________
            City


 ________________________________________
 Signature of Primary Proposed Insured


 ________________________________________
 Signature of Owner (if different from Proposed Insured)


 ________________________________________
 Signature of Joint Owner (if applicable)


 ________________________________________
 Signature of Registered Representative


 ________________________________________
 Print Name of Broker/Dealer


 ________________________________________
 Signature of Broker/Dealer's Licensed Principal

 -----------------------------------------------------------------------------
 L 8992-97                     PAGE 2 OF 2


                                                                     EXHIBIT 7

                           LIMITED POWER OF ATTORNEY


      WHEREAS,  American General Life Insurance  Company, a Texas company (and
its successors, if applicable) ("Company"),  intends from time to time to file
with the Securities and Exchange Commission  ("Commission"),  one or more Form
S-6 Registration Statement(s) under the Securities Act of 1933 and one or more
Form N-8B-2  Registration  Statement(s)  under the  Investment  Company Act of
1940, on behalf of the Company and the Separate Account(s) maintained or to be
maintained by the Company, with such amendments thereto as may be necessary or
appropriate,  together with any and all exhibits and other  documents  related
thereto;

      NOW,  THEREFORE,  the  undersigned  individual,  in  his  capacity  as a
director or officer of the Company,  hereby  appoints  Thomas B.  Phillips and
Steven A. Glover, and each of them, either of whom may act without the joinder
of the  other,  his true and  lawful  attorney-in-fact  and with full power of
substitution and resubstitution,  to execute in his name, place, and stead, in
his  capacity  as a director  or  officer or both,  as the case may be, of the
Company, any and all Form S-6 and Form N-8B-2 Registration  Statements and all
amendments  thereto;  and any related  Form N-8A notices of  registration  and
applications   for   exemptions   or   amendments   thereto,   as  each   said
attorney-in-fact  shall  deem  necessary  or  appropriate,  together  with all
instruments necessary or incidental in connection  therewith,  and to file the
same or cause  the  same to be filed  with  the  Commission.  The  above-named
attorneys-in-fact  shall each have full power and  authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every
act whatsoever  necessary or desirable in connection with any and all Form S-6
and Form N-8B-2 Registration  Statements,  and any and all amendments thereto,
as fully and for all intents and purposes as the undersigned might or could do
in person,  the  undersigned  hereby  ratifying and approving the acts of each
said attorney-in-fact.

      EXECUTED this 10th day of NOVEMBER, 1997.


 /s/ROYCE G. IMHOFF, II
 ----------------------
 Royce G. Imhoff, II

<PAGE>

                           LIMITED POWER OF ATTORNEY


      WHEREAS,  American General Life Insurance  Company, a Texas company (and
its successors, if applicable) ("Company"),  intends from time to time to file
with the Securities and Exchange Commission  ("Commission"),  one or more Form
S-6 Registration Statement(s) under the Securities Act of 1933 and one or more
Form N-8B-2  Registration  Statement(s)  under the  Investment  Company Act of
1940, on behalf of the Company and the Separate Account(s) maintained or to be
maintained by the Company, with such amendments thereto as may be necessary or
appropriate,  together with any and all exhibits and other  documents  related
thereto;

      NOW, THEREFORE, each of the undersigned individuals,  in his capacity as
a director or officer of the Company,  hereby  appoints Thomas B. Phillips and
Steven A. Glover, and each of them, either of whom may act without the joinder
of the  other,  his true and  lawful  attorney-in-fact  and with full power of
substitution and resubstitution,  to execute in his name, place, and stead, in
his  capacity  as a director  or  officer or both,  as the case may be, of the
Company, any and all Form S-6 and Form N-8B-2 Registration  Statements and all
amendments  thereto;  and any related  Form N-8A notices of  registration  and
applications   for   exemptions   or   amendments   thereto,   as  each   said
attorney-in-fact  shall  deem  necessary  or  appropriate,  together  with all
instruments necessary or incidental in connection  therewith,  and to file the
same or cause  the  same to be filed  with  the  Commission.  The  above-named
attorneys-in-fact  shall each have full power and  authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every
act whatsoever  necessary or desirable in connection with any and all Form S-6
and Form N-8B-2 Registration  Statements,  and any and all amendments thereto,
as fully and for all intents and purposes as the undersigned might or could do
in person,  the  undersigned  hereby  ratifying and approving the acts of each
said attorney-in-fact.

      EXECUTED this 3rd day of DECEMBER, 1997.


                                                  /s/JOHN V. LAGRASSE
 --------------------------                       --------------------------
 (Robert M. Devlin)                               (John V. LaGrasse)


 (Not a Director as of the execution date.)       /s/RODNEY O. MARTIN, JR.
 --------------------------                       --------------------------
 (Michael G. Atnip)                               Rodney O. Martin, Jr.)


 /s/JAMES D. D'AGOSTINO, JR.                      /s/JON P. NEWTON
 --------------------------                       --------------------------
 (James S. D' Agostino, Jr.)                      (Jon P. Newton)


 /s/DAVID A. FRAVEL                               /s/PHILIP K. POLKINGHORN
 --------------------------                       --------------------------
 (David A. Fravel)                                (Philip K. Polkinghorn)


 /s/ROBERT F. HERBERT, JR.                        /s/PETER V. TUTERS
 --------------------------                       --------------------------
 (Robert F. Herbert, Jr.)                         (Peter V. Tuters)



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