LIFE INSURANCE SEPARATE ACCOUNT OF USAA LIFE INSURANCE CO
S-6/A, 1998-05-15
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                                                    Registration No. 333-45343

             As filed with the Securities and Exchange Commission
                                on May 15, 1998

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                          PRE-EFFECTIVE AMENDMENT TO
                                   FORM S-6
    

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

                      LIFE INSURANCE SEPARATE ACCOUNT OF
                          USAA LIFE INSURANCE COMPANY
                             (Exact Name of Trust)

                          USAA LIFE INSURANCE COMPANY
                              (Name of Depositor)
                        9800 Fredricksburg Road, C-3-W
                           San Antonio, Texas 78288
         (Complete Address of Depositor's Principal Executive Offices)

                             DWAIN A. AKINS, ESQ.
               Assistant Vice President and Assistant Secretary
                          USAA Life Insurance Company
                        9800 Fredricksburg Road, C-3-W
                           San Antonio, Texas 78288
               (Name and Complete Address of Agent for Service)

                 Please send copies of all communications to:

                              GARY O. COHEN, ESQ.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W., Suite 825
                            Washington, D.C. 20036
                                (202) 457-5107

               Title and Amount of Securities Being Registered:
                     An Indefinite Amount of Interests in
                      Life Insurance Separate Account of
                          USAA Life Insurance Company
               Under Variable Universal Life Insurance Policies


<PAGE>

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

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.

       

                                      ii

<PAGE>

                    RECONCILATION AND TIE BETWEEN ITEMS IN
                        FORM N-8B-2 AND THE PROSPECTUS

                      LIFE INSURANCE SEPARATE ACCOUNT OF
                          USAA LIFE INSURANCE COMPANY


<TABLE>
<CAPTION>
ITEM NO. OF FORM N-8B-2 *          CAPTION IN PROSPECTUS**
<S>                                <C>
1                                  Cover Page

2                                  Cover Page

3                                  Not Applicable

4                                  Policy Distribution

5                                  Definitions

6                                  Separate Account

7                                  Not Required***

8                                  Not Required***

9                                  Legal Matters

10                                 Death  Benefit;   Other  Policy   Benefits;
                                   Payment  of Policy  Benefits;  Transfer  of
                                   Cash Value; Loans; Surrenders; Policy Lapse
                                   and   Reinstatement;   Investment   Options
                                   Voting  Privileges;  Investment  Options  -
                                   Additions or Changes to Investment Options;
                                   The Contract

11                                 Investment Options 

12                                 Investment Options

13                                 The Policy at a Glance - Policy Charges and
                                   Deductions;  The  Policy at a Glance - Fund
                                   Fees  and  Other   Expenses;   Charges  and
                                   Deductions; USAA Life

14                                 Policy Issuance; Premium Payments 


                                     iii

<PAGE>

15                                 Premium Payments; Investment Options 

16                                 Premium  Payments - Allocation of Premiums;
                                   Investment Options

17                                 Death  Benefit;   Other  Policy   Benefits;
                                   Payment  of Policy  Benefits;  Transfer  of
                                   Cash Value; Loans; Surrenders; Policy Lapse
                                   and Reinstatement

18                                 Tax Matters - Taxation of Policy  Proceeds:
                                   Our Taxes;  Separate  Account;  Charges and
                                   Deductions - Monthly Deductions:  Mortality
                                   and   Expense   Risk   Charge;    Financial
                                   Statements

19                                 USAA Life; Reports and Records

20                                 Not Applicable

21                                 Loans

22                                 Not Applicable

23                                 Not Applicable**

24                                 Charges   and   Deductions;   Cash   Value;
                                   Telephone  Transactions;  Free Look  Right;
                                   Postponement   of  Payments;   More  Policy
                                   Information

25                                 USAA Life 

26                                 Not Applicable

27                                 USAA Life

28                                 USAA Life -  Directors  of USAA Life;  USAA
                                   Life Officers (other than Directors)

29                                 USAA Life

30                                 Not Applicable

31                                 Not Applicable

32                                 Not Applicable 


                                      iv

<PAGE>

33                                 Not Applicable 

34                                 Not Applicable

35                                 Policy Distribution

36                                 Not Required***  

37                                 Not Applicable 

38                                 Policy Distribution

39                                 Policy Distribution  

40                                 Not Applicable 

41                                 Policy Distribution; Investment Options

42                                 Not Applicable

43                                 Not Applicable

44                                 Charges  and  Deductions  - Other  Charges;
                                   Investment Options

45                                 Not Applicable

46                                 Charges  and  Deductions  - Other  Charges;
                                   Investment Options

47                                 Not Applicable

48                                 Not Applicable

49                                 Not Applicable

50                                 Not Applicable

51                                 Not Applicable**

52                                 Investment  Options - Additions  or Changes
                                   to Investment Options


                                      v

<PAGE>

53                                 Tax Matters - Taxation of USAA Life

54                                 Not Applicable

55                                 Not Applicable**

56                                 Not Required*** 

57                                 Not Required*** 

58                                 Not Required*** 

59                                 Not Required***
</TABLE>

   
      * Registrant includes this Reconciliation and Tie Sheet in the amendment
to its  Registration  Statement in  compliance  with  Instruction  4 as to the
Prospectus  as set  out in  Form  S-6.  Registrant  filed  a  Notification  of
Registration  as  an  investment  company  on  Form  N-8A  and a  Form  N-8B-2
Registration Statement under the Investment Company Act of 1940 on January 30,
1998.  Pursuant to Sections 8 and  30(b)(1) of the  Investment  Company Act of
1940,  Rule 30a-1 under that Act,  and Forms  N-8B-2 and N-SAR under that Act,
Registrant will keep its Form N-8B-2  Registration  Statement  current through
the  filing of  periodic  reports  required  by the  Securities  and  Exchange
Commission.
    

      ** Caption in Prospectus,  to the extent relevant to this Form.  Certain
items  are  not  relevant  pursuant  to  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.

      *** Not required  pursuant to  Instruction  1(a) as to the Prospectus as
set out in Form S-6.


                                      vi

<PAGE>

VARIABLE UNIVERSAL LIFE INSURANCE POLICY

   
Offered By                                                   Prospectus dated:
                                                                    ______1998
USAA LIFE INSURANCE COMPANY
9800 Fredericksburg Road, San Antonio, Texas 78288
Telephone:  toll free 1-800-531-8000
    

      This  Prospectus  describes a Variable  Universal Life Insurance  Policy
("Policy") that we are offering,  through our Life Insurance Separate Account,
to individual members of the United Services Automobile  Association ("USAA"),
the parent  company of the USAA Group of Companies,  as well as to the general
public.

      The Policy offers you:

      o     Life  insurance  protection  guaranteed by USAA Life.  SEE "Policy
            Benefits."

      o     12 investment  options,  available  through the Separate  Account,
            including Funds of USAA LIFE INVESTMENT  TRUST, THE ALGER AMERICAN
            FUND,  SCUDDER  VARIABLE LIFE  INVESTMENT  FUND,  and BT INSURANCE
            FUNDS TRUST. SEE "Investment  Options" and the  accompanying  Fund
            prospectuses for a description of the Funds.

      o     Flexible premium payments. SEE "Premium Payments."

      Please read this Prospectus  carefully and keep it for future reference.
Your Prospectus and Policy may reflect variations required by the laws of your
state.  This  Prospectus  is not  valid  unless  accompanied  by  the  current
prospectuses  for the Funds.  Defined terms used in this Prospectus  appear at
the end of this booklet.

   
      THE  SECURITIES  AND  EXCHANGE  COMMISSION  ("SEC") HAS NOT  APPROVED OR
DISAPPROVED  THESE  SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL  OFFENSE.  THE POLICIES ARE
SOLELY  THE  OBLIGATIONS  OF USAA  LIFE  AND ARE NOT THE  OBLIGATIONS  OF,  OR
GUARANTEED  BY, ANY ONE ELSE.  THE POLICY  DOES NOT HAVE A MINIMUM  GUARANTEED
CASH  VALUE,  WHICH MEANS THAT YOU BEAR THE ENTIRE  INVESTMENT  RISK THAT YOUR
POLICY CASH VALUE COULD DECLINE TO ZERO.
    

      YOU MAY  CANCEL THE POLICY  WITHIN 10 DAYS AFTER  RECEIVING  IT, OR SUCH
LONGER PERIOD AS THE LAWS OF YOUR STATE MAY REQUIRE.


                              [FRONT COVER PAGE]

<PAGE>

                               TABLE OF CONTENTS

                                                                          PAGE

   
DEFINITIONS                                                                 5
THE POLICY AT A GLANCE                                                      9
QUESTIONS AND ANSWERS                                                      13
POLICY INFORMATION                                                         17
         POLICY ISSUANCE                                                   17
                  Who May Purchase a Policy                                17
                  How to Purchase a Policy                                 17
                  Effective Date of Your Policy                            17
         PREMIUM PAYMENTS                                                  18
                  Methods of Payment                                       18
                  Amount and Frequency of Payments                         18
                  Allocation of Premiums                                   18
                  Planned Periodic Premium Payments                        19
                  Annual Target Premium Payment                            19
         INVESTMENT OPTIONS                                                20
                  Additions or Changes to Investment Options               22
                  Voting Privileges                                        22
                  Special Considerations                                   23
         POLICY LAPSE AND REINSTATEMENT                                    23
                  Lapse                                                    23
                  Grace Period                                             23
                  Guaranteed Death Benefit                                 24
                  Reinstatement                                            24
         CHARGES AND DEDUCTIONS                                            25
                  Premium Charge                                           25
                  Monthly Deductions From Cash Value                       25
                  Separate Account Charges                                 26
                  Transfer Charges                                         27
                  Surrender Charges                                        27
                  Other Charges                                            28
                  Deduction of Charges                                     28
         DEATH BENEFIT                                                     28
                  Choosing Between Option A and Option B                   28
                  Illustrations of Option A and Option B                   29
                  Changing Your Death Benefit Option                       29
                  Changing Your Policy's Specified Amount                  30
         OTHER POLICY BENEFITS                                             31
                  Optional Insurance Benefits                              31
                  Benefits at Maturity                                     32
         PAYMENT OF POLICY BENEFITS                                        33
                  Payment of Death Benefit                                 33
                  Payment of Maturity Benefit                              33
    


                                       2

<PAGE>

   
                  Death Benefit Payment Options                            33
         CASH VALUE                                                        34
                  Calculating Your Value
                    in the Variable Fund Accounts                          35
         TRANSFER OF VALUE                                                 35
         LOANS                                                             36
                  Loan Collateral                                          36
                  Loan Interest                                            36
                  Repayment of Indebtedness                                37
                  Effect of Policy Loans                                   37
         SURRENDERS                                                        37
                  Full Surrenders                                          38
                  Partial Surrenders                                       38
         TELEPHONE TRANSACTIONS                                            38
         FREE LOOK RIGHT                                                   39
         POSTPONEMENT OF PAYMENTS                                          39
MORE POLICY INFORMATION                                                    39
         OWNERS AND BENEFICIARIES                                          39
                  Owners                                                   39
                  Beneficiaries                                            40
         CALCULATING YOUR COST OF INSURANCE                                40
                  Net Amount at Risk                                       41
                  Net Amount at Risk - More Than One Rate Class            41
                  Cost of Insurance Rates                                  42
         MINIMUM AMOUNT INSURED                                            42
         THE CONTRACT                                                      43
         INCONTESTABILITY                                                  43
         MISSTATEMENT OF AGE OR SEX                                        44
         SUICIDE EXCLUSION                                                 44
         NON-PARTICIPATING POLICY                                          44
         REPORTS AND RECORDS                                               44
PERFORMANCE INFORMATION                                                    45
OTHER INFORMATION                                                          46
         USAA LIFE                                                         46
                  Directors of USAA Life                                   46
                  Officers (other than Directors)                          47
         SEPARATE ACCOUNT                                                  50
         POLICY DISTRIBUTION                                               50
         TAX MATTERS                                                       51
                  Taxation of Policy Proceeds                              51
                  Taxation of USAA Life                                    56
         STATE REGULATION OF USAA LIFE                                     57
         LEGAL MATTERS                                                     57
    


                                       3

<PAGE>

   
         EXPERTS                                                           57
         REGISTRATION STATEMENT                                            58
         FINANCIAL STATEMENTS                                              58
    


                                       4

<PAGE>

                                  DEFINITIONS

   
IN THIS PROSPECTUS:

ACCUMULATION  UNIT or UNIT means an accounting  unit of measure that we use to
calculate values in each Variable Fund Account.

ADMINISTRATIVE  CHARGE means a monthly charge  deducted from the Policy's cash
value during the first Policy Year only.  It  compensates  us for the start-up
expenses incurred in issuing the Policy. It is shown on the Policy Information
Page.

ANNIVERSARY  means the same date each succeeding year as the Effective Date of
the Policy.

ANNUAL TARGET PREMIUM  PAYMENT means an annual amount of premium  payment that
we  establish  when we issue  your  Policy  and  that is  shown on the  Policy
Information  Page.  We use it to  determine  whether a premium  charge will be
deducted  from premium  payments,  whether a surrender  charge is imposed on a
full surrender, and whether the Guaranteed Death Benefit applies.

BENEFICIARY means the person or entity designated to receive the death benefit
upon the Insured's death.

CASH SURRENDER  VALUE means your Policy cash value less the surrender  charge,
if any, payable on full surrender of your Policy.

CASH VALUE,  on the  Effective  Date,  means the Net Premium  less the Monthly
Deduction for the following  month.  Thereafter,  on any Valuation  Date, cash
value  means the sum of your  Policy's  value  invested in the  Variable  Fund
Accounts plus, if applicable,  any value transferred from the Separate Account
to USAA Life's  general  account to secure any Policy loan,  plus any interest
earnings credited on the value held in the general account, less the amount of
any outstanding loan including any unpaid loan interest,  and less any Monthly
Deductions,  transfer  charges,  and partial surrender charges applied through
that date.

DATE OF RECEIPT means the date actually  received at our Home Office,  subject
to two exceptions:  (1) if received on a date other than a Valuation Date, the
Date of Receipt will be the following Valuation Date; and (2) if received on a
Valuation Date after close of regular  trading of the New York Stock Exchange,
the Date of Receipt will be the following Valuation Date.

DEATH  BENEFIT  means the benefit paid in  accordance  with the death  benefit
option in effect on the Insured's  death,  reduced by any Indebtedness and any
due and unpaid  Monthly  Deductions,  and increased by any optional  insurance
benefits provided by rider.


                                       5

<PAGE>

DEATH  BENEFIT  OPTION  means one of the two death  benefit  options  that the
Policy provides, namely, Option A and Option B. Option A is the greater of the
current  Specified  Amount  or the  Minimum  Amount  Insured.  Option B is the
greater of the current Specified Amount,  plus the Policy's cash value, or the
Minimum Amount Insured.

EFFECTIVE DATE means the date we approve the application and issue your Policy
or the date we approve any increase in Specified Amount under your Policy. The
Effective Date is shown on the Policy Information Page.

FREE LOOK PERIOD  means the period of time  required by state law during which
you may  return  the  Policy for  cancellation  and  receive a refund.  If you
request cancellation of the Policy during the Free Look Period, we will refund
the  greater  of the  premium  payments  your  have  paid or the  value of the
Variable  Fund  Accounts  as of the Date of Receipt of your  request to cancel
plus any premium  charge,  Monthly  Deduction and mortality and expense charge
that we have deducted. The Free Look Period is shown on the Policy Information
Page.

FUND means an investment portfolio that has specific investment objectives and
policies and is offered by a Mutual Fund.

GUARANTEED  DEATH BENEFIT  means that we guarantee  your Policy will not lapse
during the first five Policy Years and that we will pay a Death Benefit if you
have paid a sufficient amount of premium.

HOME  OFFICE  means  USAA  Life  Insurance   Company,   USAA  Building,   9800
Fredericksburg Road, San Antonio, Texas 78288.

INDEBTEDNESS  means the sum of all unpaid Policy loans and any unpaid  accrued
interest due on such loans.

INSURED  means the person whose life is insured.  The Insured is identified on
the Policy Information Page. The Insured may or may not be the Owner.

LAPSE means your Policy has terminated because of insufficient cash value from
which to deduct the  Monthly  Deduction  and any loan  interest  then due.  No
insurance coverage exists when your Policy has lapsed.

MAINTENANCE  CHARGE means a monthly  charge  deducted  from the Policy's  cash
value. It compensates us for recurring  administrative expenses related to the
maintenance of the Policy and the Separate Account.  It is shown on the Policy
Information Page.

MATURITY DATE means the date that we will pay your Policy's cash value to you,
as long as the Policy has not terminated because of lapse, full surrender,  or
the  Insured's  death.  The Maturity  Date is shown on the Policy  Information
Page.


                                       6

<PAGE>

MONTHLY  ANNIVERSARY  means  the  same  date of each  succeeding  month as the
Effective Date of your Policy.

MONTHLY  DEDUCTION means a charge we make under your Policy each month against
the Policy's cash value. The charge is equal to:

      1) the cost of insurance and any riders, plus
      2) the administrative  charge that is applied during the first 12 months
         that the Policy is in effect, plus
      3) the maintenance charge.

MINIMUM  AMOUNT  INSURED  means the amount of life  insurance  required by the
Internal  Revenue Code to qualify your Policy as life insurance and to exclude
the Death Benefit from a Beneficiary's taxable income.

MUTUAL FUND means an open-end investment company under federal securities law.
It may offer shares of several different Funds for investment.

NET ASSET VALUE means the current value of each Fund's total assets,  less all
liabilities, divided by the total number of shares outstanding.

NET PREMIUM  PAYMENT  means the amount of a premium  payment less the Policy's
premium charge.

NOTICE TO US means your  signed  statement  that we receive at our Home Office
and that is in a form satisfactory to us.

OWNER means the person to whom we owe the rights and privileges of the Policy.

POLICY  INFORMATION  PAGE means the page that identifies  certain  information
about the Policy and specifies certain terms of the Policy.

POLICY YEAR means a period of 12 calendar  months  starting with the Effective
Date of the Policy, and each 12-month period thereafter.  For example, if your
Policy  was  issued  on July 15,  your  first  Policy  Year  would  end on the
following July 14. Each subsequent  Policy Year would start on July 15 and end
on July 14.

PREMIUM  CHARGE  means an  amount  that we deduct  from  premium  payments  to
compensate us for sales charges and taxes related to the Policy.

SEPARATE  ACCOUNT  means the Life  Insurance  Account  of USAA Life  Insurance
Company. The Separate Account is an investment account established under Texas
law through which we invest the Net Premium  Payments  received for investment
in the  Variable  Fund  Accounts  under the Policy.  The  Separate  Account is
divided into  subdivisions  called the Variable Fund  Accounts.  Each Variable
Fund Account invests the Net Premium Payments  allocated to it in a particular


                                       7

<PAGE>

Fund. We own the assets of the Separate Account. To the extent that the assets
are equal to the  reserves  and other  contractual  liabilities,  they are not
chargeable  with  liabilities  arising out of any other  business of ours. The
income,  gains,  and losses,  realized or  unrealized,  from the assets of the
Separate  Account are credited or charged against the Separate Account without
regard to other  income,  gains or losses of ours.  The  Separate  Account  is
registered as an investment company under federal securities law.

SPECIFIED AMOUNT means the minimum death benefit payable as long as the Policy
is in effect. It is also the amount of life insurance we issue. It is shown on
the Policy Information Page.

SURRENDER  CHARGE means an amount that we may deduct from your  Policy's  cash
value if you surrender your Policy in full.

VALUATION DATE means any business day, Monday through Friday, on which the New
York Stock Exchange is open for regular trading, except

      1) any day on which the value of the  shares of a Fund is not  computed,
         or
      2) any day during which no order for the purchase, surrender or transfer
         of Accumulation Units is received.

VALUATION  PERIOD means the period of time from the end of any Valuation  Date
to the end of the next Valuation Date.

VARIABLE FUND ACCOUNT means a subdivision of the Separate Account in which you
may invest Net Premium  Payments.  There are several  Variable  Fund  Accounts
under the Policy. Each Variable Fund Account corresponds to a particular Fund.
Net Premium  Payments  allocated to a Variable  Fund Account are invested in a
particular Fund.

The  Variable  Fund  Accounts  are  also  referred  to in this  Prospectus  as
Accounts.

WE, OUR, US, or USAA Life means USAA Life Insurance Company.

YOU, YOUR or YOURS refers to the Owner of the Policy.
    

                                       8

<PAGE>

                            THE POLICY AT A GLANCE

      The following is a snapshot of the Policy. Please refer to the remainder
of the Prospectus for further details and other information.

 -----------------------------------------------------------------------------
<TABLE>
   
PREMIUM PAYMENTS AND WITHDRAWALS
<S>                                     <C>
MINIMUM AMOUNTS

    INITIAL PREMIUM                     Depends on Specified Amount of insurance coverage
    SUBSEQUENT PREMIUMS                 Depends on Specified Amount of insurance coverage
    WITHDRAWALS                         None
</TABLE>
 -----------------------------------------------------------------------------
<TABLE>
INSURANCE BENEFITS
<S>                                     <C>
DEATH BENEFITS
    OPTION A                            Greater of Specified Amount or Minimum Amount Insured
    OPTION B                            Greater of Specified Amount plus cash value or Minimum Amount Insured
    MINIMUM COVERAGE REQUIRED           $100,000 ($25,000 for Insureds under age 18)
    MINIMUM INCREASE OR DECREASE        $25,000, subject to $50,000 minimum coverage amount ($25,000 for
     IN COVERAGE                         Insureds under age 18) with certain exceptions

    OPTIONAL INSURANCE                  Accelerated Benefit for Terminal Illness
    BENEFITS AVAILABLE                  Accidental Death Benefit
    BY RIDER                            Children Term Life Insurance
                                        Extended Maturity Date
                                        Waiver of Monthly Deduction in Event of Permanent Disability

    BENEFITS AT MATURITY                Current Policy cash value
</TABLE>
 -----------------------------------------------------------------------------
<TABLE>
POLICY CHARGES AND DEDUCTIONS
<S>                                      <C>
PREMIUM CHARGE                           3% from each premium payment received
                                         until 10 Annual Target Premium
                                         Payments paid
</TABLE>
<TABLE>
MONTHLY DEDUCTIONS FROM CASH VALUE


<CAPTION>
     COST OF INSURANCE CHARGE (1)
     (PER $1000 OF NET AMOUNT AT        Current              Guaranteed Maximum (3)
      RISK)
<S>                                     <C>                        <C>
     MALE (AGE 35) (2)
          STANDARD                      $0.13                       $0.23
          STANDARD PLUS                 $0.11                       $0.23
          PREFERRED                     $0.06                       $0.14
          PREFERRED PLUS                $0.05                       $0.14
          PREFERRED ULTRA               $0.05                       $0.14

     FEMALE (AGE 35) (2)

          STANDARD                      $0.08                       $0.17
          STANDARD PLUS                 $0.08                       $0.17
          PREFERRED                     $0.05                       $0.13
          PREFERRED PLUS                $0.04                       $0.13
          PREFERRED ULTRA               $0.03                       $0.13

<FN>
(1)   The cost of insurance charge for an Insured depends on the age, sex, and
      rate class of the Insured. See "Calculating Your Cost of Insurance."

(2)   Based on the approximate average issue age of 35 for the Insured.

(3)   Based on the 1980  Commissioners  Standard Ordinary Mortality Table. The
      maximum cost of insurance charge,  which is imposed at age 99, is $1,000
      per $1,000 of net amount at risk.
</FN>
</TABLE>

                                       9
<PAGE>

<TABLE>
<S>                                     <C>
     ADMINISTRATIVE CHARGE              $10 (applies only during first Policy Year)
     MAINTENANCE CHARGE                 $5
     TERMINAL ILLNESS RIDER             None
     ACCIDENTAL DEATH BENEFIT RIDER     $.07 per $1,000 coverage
     CHILDREN TERM LIFE INSURANCE       $.50 per $1,000 coverage
       RIDER
     EXTENDED MATURITY DATE RIDER       None
     WAIVER OF MONTHLY DEDUCTION        Depends on age of Insured
        RIDER

TRANSFER CHARGE                         $0 for first six transfers each Policy Year; $25 per transfer in
                                        excess of six per Policy Year

SEPARATE ACCOUNT CHARGES

    MORTALITY AND EXPENSE CHARGE        0.75% of net assets of Separate Account4
    FEDERAL INCOME TAX CHARGE           Currently none (5)


SURRENDER CHARGES

    PARTIAL SURRENDER                   Lesser of $25 or 2% of amount withdrawn
    FULL SURRENDER                      Maximum of 50% of Annual Target Premium Payment (declines each Policy
                                        year to 0% after the 10th Policy Year)
<FN>
(4)   The  Mortality  and  Expense  Charge is  deducted on a daily basis at an
      annual rate of 0.75% of the value of each Variable Fund Account.

(5)   There is currently no Federal Income Tax Charge deducted from the assets
      of the Separate Account,  because USAA Life does not currently incur any
      income tax on the earnings or the realized capital gains attributable to
      the Separate Account.
</FN>
</TABLE>

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


                                      10

<PAGE>


<TABLE>
FUND FEES AND OTHER EXPENSES
<CAPTION>

                                                                                      Total Fund              Total Fund
                                             Other Expenses        Other Expenses     Operating Expenses      Operating Expenses
                             Management      Before Expense        After Expense      Before Expense          After Expense
                                Fees         Reimbursement         Reimbursement      Reimbursement           Reimbursement (6)
                             ----------      --------------        --------------     ------------------      ------------------
<S>                          <C>             <C>                   <C>                <C>                     <C>
USAA LIFE
INVESTMENT TRUST

  Money Market Fund               .20%               .50%                .15%                  .70%                    .35%
  Income Fund                     .20%               .32%                .15%                  .52%                    .35%
  Growth and Income
    Fund                          .20%               .14%                .14%                  .34%                    .34%
  World Growth Fund               .20%               .39%                .39%                  .59%                    .59%
  Diversified Assets
    Fund                          .20%               .22%                .15%                  .42%                    .35%
  Aggressive Growth
    Fund                          .50%               .35%                .20%                  .85%                    .70%
  International Fund              .65%               .59%                .45%                 1.24%                   1.10%


ALGER AMERICAN
FUND

  Growth Portfolio                .75%               .04%                .04%                  .79%                    .79%


SCUDDER VARIABLE LIFE
INVESTMENT FUND

  Capital Growth
  Portfolio Class A
    Shares                       .475%              .035%                .035%                 .51%                    .51%


BT INSURANCE
FUNDS TRUST

Equity 500 Index Fund             .20%              2.58%                .10%                 2.78%                    .30%
Small Cap Index Fund              .35%              2.92%                .10%                 3.27%                    .45%
EAFE(R) Equity Index Fund

                                  .45%              2.30%                .20%                 2.75%                    .65%
<FN>
(6)   The fee and expense figures shown with respect to each Fund are based on
      amounts incurred during the most recent fiscal year. During this period,
      certain expense  reimbursement  arrangements  had the effect of reducing
      expenses  actually  paid by  certain  Funds of the USAA Life  Investment
      Trust,  and the BT  Insurance  Funds  Trust,  respectively.  The expense
      reimbursement  arrangements  for the Funds of the USAA  Life  Investment
      Trust exist  pursuant to an  Underwriting  and  Administrative  Services
      Agreement, under which USAA Life, out of its general account, has agreed
      to assume Fund expenses to the extent that such expenses  exceed,  on an
      annual basis, .65% of the monthly average net assets of the World Growth
      Fund,  .70% of the monthly  average net assets of the Aggressive  Growth
      Fund, 1.10% of the monthly average net assets of the International Fund,
      and .35% of the  monthly  average  net assets of each other  Fund.  This
      Agreement is  terminable  by any party  thereto upon 120 days' notice to
      the  other  parties.  Pursuant  to  a  voluntary  expense  reimbursement
      arrangement,  Bankers Trust reimburses the BT Funds for certain expenses
      so that the  Equity  500 Index  Fund,  Small Cap Index Fund and EAFE (R)
      Equity Index Fund total  operating  expenses will not exceed .30%, .45%,
      and .65%, respectively. Such expense reimbursements may be terminated at
      the discretion of Bankers Trust.

</FN>
</TABLE>


                                      11

<PAGE>

 -----------------------------------------------------------------------------
<TABLE>
TRANSFERS
<S>                          <C>
NUMBER OF FREE               6 per Policy Year
TRANSFERS

MINIMUM AMOUNT OF            $250 (or remaining value in Variable Fund Account, if less)
TRANSFER
</TABLE>
 -----------------------------------------------------------------------------
<TABLE>
LOANS
<S>                          <C>
MINIMUM LOAN                 None
ACCOUNT

MAXIMUM LOAN                 85% of  cash surrender value
AMOUNT

MAXIMUM INTEREST RATE        6% payable in advance, 4.5% preferred rate payable in advance
</TABLE>
    

                                      12

<PAGE>

                             QUESTIONS AND ANSWERS

      The  following  are  answers to some basic  questions  about the Policy.
Please read the remainder of this Prospectus for further details.

WHAT KIND OF LIFE INSURANCE IS THE POLICY?

      The Policy is a FLEXIBLE  PREMIUM  VARIABLE LIFE INSURANCE  POLICY.  The
Policy is called  "flexible  premium"  because it gives you the flexibility to
vary the amount and frequency of your premium payments, within certain limits.
SEE "Premium Payments." The Policy is called "variable" life insurance because
your cash  value,  your cost of  insurance  charges,  and your life  insurance
(death) benefits can vary according to your investment in one or more Variable
Fund   Accounts.   SEE  "Cash  Value,"   "Charges  and  Deductions  -  Monthly
Deductions," and "Death  Benefit." Your investment  experience in the Variable
Fund  Accounts  may be  positive  or  negative.  THE  POLICY  HAS  NO  MINIMUM
GUARANTEED  CASH VALUE,  WHICH MEANS YOU BEAR THE ENTIRE  INVESTMENT RISK THAT
YOUR CASH VALUE COULD DECLINE TO ZERO.

HOW DO I BUY A POLICY?

      You can buy a Policy by calling us at  1-800-531-8000  or by  contacting
one of our regional offices.  Our licensed insurance  representatives can help
you  complete  an  application  and  assist you  through  our  application  or
"underwriting"  process, which normally involves a medical exam. We will issue
a Policy to you, provided you meet our requirements for insurability.  We will
not issue a Policy that  insures a person  older than age 80. We also  reserve
the right to reject an application  for any reason.  Insurance  coverage under
your Policy begins on its Effective Date. SEE "Policy Issuance."

HOW MUCH INSURANCE CAN I BUY?

      The minimum amount of insurance you can buy is $100,000  ($25,000 if the
Insured is less than 18 years of age).  We call the amount of  insurance  that
you specify on your application the "Specified Amount." Federal tax law limits
your ability to make certain  amounts of large  premium  payments  relative to
your Policy's  Specified  Amount and may impose  penalties on amounts you take
out of your Policy if you do not observe certain additional requirements.  SEE
"Premium  Payments - Amount and Frequency of Payments"  and "Tax  Matters." We
will monitor your premium payments to be sure that you do not exceed permitted
amounts  or  inadvertently  incur  any tax  penalties  due to  excess  premium
payments.  You can change the Specified  Amount,  at any time,  subject to the
conditions  described under "Death Benefit - Changing Your Policy's  Specified
Amount."


                                      13

<PAGE>

WHAT INSURANCE PROTECTION DOES THE POLICY OFFER?

   
         The  Policy  offers  two  types of  insurance  protection  or  "death
benefit" options. If you select the Option A death benefit, upon the Insured's
death,  we will pay your  beneficiary  the greater of your Policy's  Specified
Amount  or the  Minimum  Amount  Insured.  If you  select  the  Option B death
benefit, upon the Insured's death, we will pay your beneficiary the greater of
the sum of your  Policy's  Specified  Amount and your cash  value,  on the one
hand, or the Minimum Amount Insured on the other. SEE "Death Benefit." As long
as the Policy remains in effect,  under either option,  the death benefit will
never be less than the Policy's  Specified  Amount,  less any Indebtedness and
any due and unpaid Monthly Deductions.
    

      In addition,  you can add optional  insurance death benefits to a Policy
by rider. SEE "Optional Insurance Benefits."

HOW MUCH ARE THE PREMIUM PAYMENTS?

      Within certain limits,  you have the flexibility to determine the amount
and  timing of your  premium  payments  to  reflect  your  changing  financial
conditions or objectives.  We generally  require a minimum  initial premium to
issue a Policy,  but we do not  impose a minimum  on your  subsequent  premium
payments.  SEE "Premium  Payments." You must, of course,  maintain  sufficient
cash  value to keep your  Policy in  effect,  which  may  require  you to make
additional unscheduled premium payments. SEE "Policy Lapse and Reinstatement."

      You will usually plan a periodic  premium  schedule  when applying for a
Policy. If you wish, we will bill you for these amounts.  However, you are not
required to follow this schedule. SEE "Premium Payments."

WHAT ARE THE CHARGES AND DEDUCTIONS?

   
      We assess  certain  charges and  deductions  to support the operation of
your Policy and the  Separate  Account.  Some  charges  apply to your  premium
payments,  some apply to your cash  value,  and others  apply to the  Separate
Account.  In addition,  we assess  administrative  fees for processing  Policy
transactions,  such as partial  surrenders of cash value and transfer of value
among  Variable Fund Accounts in excess of six free transfers per Policy Year.
SEE "The Policy At a Glance" and "Charges and Deductions."
    

WHAT FACTORS AFFECT MY COST OF INSURANCE?

      If you are the Insured,  your cost of insurance will depend on your age,
sex,  and rate  class.  The rate class that  applies  depends on your  health,
whether you use  tobacco,  and other  factors  that we use to  determine  your
insurability.  During the life of the  Policy,  the  maximum  monthly  cost of
insurance  charges will never exceed the guaranteed  monthly cost of insurance
rates specified in your Policy. SEE "Calculating Your Cost of Insurance."


                                      14

<PAGE>

WHAT IS THE SEPARATE ACCOUNT?

      The  Separate  Account is a segregated  asset  account of USAA Life that
supports the Policy's variable life insurance  benefits.  The Separate Account
consists  of  12  Variable  Fund   Accounts,   each  of  which  invests  in  a
corresponding Fund. SEE "Investment Options."

WHAT ARE MY INVESTMENT CHOICES?

   
      You may invest in up to 12 Variable Fund Accounts, each of which invests
exclusively  in a  corresponding  Fund  of  the  USAA  Life  Investment  Trust
("Trust"),  The Alger  American  Fund ("Alger  Fund"),  Scudder  Variable Life
Investment Fund ("Scudder Fund"), or BT Insurance Funds Trust ("BT Fund"). SEE
"Investment Options."
    

HOW WILL MY POLICY'S CASH VALUE VARY?

      Your  Policy's  cash  value will vary on a daily  basis to  reflect  the
investment experience of the Variable Fund Accounts.  Your Policy's cash value
also will reflect the amount and  frequency of premium  payments,  any partial
surrenders  of cash value,  any Policy  loans and the  charges and  deductions
connected with the Policy.  There is no minimum  guaranteed cash value,  which
means you bear the entire  investment  risk that your cash value could decline
to zero. SEE "Cash Value."

HOW MAY I ALLOCATE MY CASH VALUE?

      You may allocate your cash value to any of the Variable Fund Accounts by
specifying on your Policy application how much of your Net Premium Payment you
would like us to apply to each  Account.  We will  allocate  your Net  Premium
Payments in accordance with your allocation  instructions on your application,
until you direct otherwise.  You may change future  allocations at any time by
telephone  or by Notice to Us. You may  allocate  your Net Premium  Payment in
increments as small as1/10th of one percent. SEE "Premium Payments."

CAN I TRANSFER VALUE AMONG INVESTMENT OPTIONS?

   
      Yes. You can transfer  value among the Variable  Fund Accounts up to six
(6) times per Policy Year without  charge.  Each  transfer  above six (6) in a
Policy Year is subject to a $25 transfer charge.  You may authorize  transfers
by telephone or by Notice to Us. SEE "Telephone  Transactions."  Each transfer
must be at least $250, or the remaining value in the Variable Fund Account, if
less. SEE "Transfer of Value."
    

HOW DO I ACCESS MY CASH VALUE?

      You can partially or fully  surrender the Policy for a portion or all of
its cash value, less any applicable charges, any Indebtedness, and any due and
unpaid Monthly  Deductions.  We assess an  administrative  charge equal to the


                                      15

<PAGE>

lesser of $25 or 2% of the amount  withdrawn for each partial  surrender paid.
We also assess a surrender  charge for full  surrenders.  SEE "Surrenders" and
"Charges and Deductions - Surrender  Charges." Partial  surrenders and related
surrender  charges  will reduce your  Policy's  death  benefit on a dollar for
dollar basis.  SEE  "Changing  Your  Policy's  Specified  Amount" under "Death
Benefits." Full surrenders will terminate the Policy.  SEE "Tax Matters" for a
discussion of the tax consequences of surrenders.

CAN I BORROW AGAINST THE POLICY'S CASH VALUE?

      Yes.  You can  borrow  money  from us by using  your  Policy as the sole
security for the loan.  The most you can borrow  against your Policy is 85% of
its cash  surrender  value.  In some  cases,  we may reduce the amount you can
borrow.  Interest  on any loan is payable in  advance  at the  maximum  annual
interest rate of 6% (4.5% for preferred loans.). Lower rates may be available.
A loan,  whether  repaid  or not,  will have a  permanent  effect on the death
benefit and cash value of your Policy. SEE "Loans."

WHAT WILL CAUSE THE POLICY TO LAPSE WITHOUT VALUE?

      Lapse will only occur  when your cash value is  insufficient  to pay the
Monthly  Deduction  plus any  loan  interest  then  due and we do not  receive
sufficient payment during the grace period. SEE "Lapse and Reinstatement."

WILL THE POLICY'S DEATH BENEFIT AND CASH VALUE BE TAXED?

   
      The  Policy is  intended  to meet the  definition  of a "life  insurance
contract" under federal tax law. Therefore,  the Policy's death benefit should
be fully excludable from the  beneficiary's  gross income if paid by reason of
the death of the Insured.  In addition,  any earnings on your  investment in a
Variable  Fund  Account  should  not be  taxable to you while the Policy is in
effect unless you surrender some or all of your Policy's cash value. We do not
intend this discussion to be tax advice.  You should consult with your own tax
advisor before purchasing a Policy. SEE "Tax Matters."

CAN I OBTAIN  PERSONALIZED  ILLUSTRATIONS  DEMONSTRATING  HOW THE POLICY MIGHT
WORK?

      Yes. We will  furnish,  upon  request and at no charge,  a  personalized
illustration reflecting the proposed Insured's age, sex, and rate class. Where
applicable,  we will also furnish upon  request an  illustration  for a Policy
that  is not  affected  by the  sex of the  Insured.  We will  base  all  such
personalized  illustrations,  to the extent appropriate,  upon the methodology
and format of the form of illustration  filed with the SEC. SEE  "Registration
Statement."
    


                                      16

<PAGE>

DO I HAVE A "FREE LOOK" RIGHT TO EXAMINE THE POLICY?

      Yes.  You may cancel the Policy  within 10 days after  receiving  it, or
such longer period as state law may require. USAA Life will refund the greater
of your premium  payments or the value of the Variable Fund Accounts as of the
Date of Receipt of your cancellation request. SEE "Free Look Right."


                              POLICY INFORMATION

POLICY ISSUANCE

WHO MAY PURCHASE A POLICY

      Any  individual  of  legal  age in a state  where  the  Policies  may be
lawfully  sold can apply to  purchase a Policy.  However,  we will not issue a
Policy that insures a person who is over 80 years of age.

HOW TO PURCHASE A POLICY

      To obtain a Policy,  you must  complete  an  application  and submit it,
along with your initial premium payment (if required), to our Home Office. You
also must provide us with  satisfactory  evidence of your insurability as part
of the application or "underwriting" process. During the underwriting process,
we will  normally  ask you to  complete a medical  examination  so that we can
assign you to an  underwriting  or "rate"  class that we will use to determine
your cost of insurance charges.

      After we complete our underwriting  process, we will promptly notify you
of our decision regarding your application. We reserve the right to reject any
application  for any reason.  If we accept  your  application,  the  insurance
coverage  provided by your Policy will begin as of the Effective Date. We may,
in our discretion, backdate the Effective Date of a Policy by up to six months
prior to the date of your application, if by doing so the Insured's issue age,
and hence your cost of  insurance  charges,  would be lower.  If we backdate a
Policy,  your initial  premium must  include  sufficient  premium to cover the
backdating  period. We will make Monthly  Deductions for the period the Policy
is  backdated.  You  will  not  receive  any  investment  performance  for the
backdating period.

EFFECTIVE DATE OF YOUR POLICY

      Insurance  coverage begins on the Policy's  Effective Date. We will need
to receive your first premium  payment to put your Policy into effect,  unless
the  Specified  Amount you are  applying  for,  plus any other  insurance  you
currently have with USAA Life,  exceeds  $500,000,  in which case we will bill
you. If you pay your first full  premium with your Policy  application  and we


                                      17

<PAGE>

issue the Policy as applied for, the  Effective  Date will  ordinarily  be the
date we approve the application and issue your Policy.

PREMIUM PAYMENTS

METHODS OF PAYMENT

      We accept premium  payments made by check or money order drawn on a U.S.
bank in U.S.  dollars  and made  payable to "USAA Life  Insurance  Company" or
"USAA Life." We also accept premium  payments made by bank draft,  by wire, or
by exchange from another insurance company.  All premium payments must be sent
directly to our Home Office.  You can also use our  Automatic  Payment Plan to
have monthly premium payments  automatically  deducted from your bank account.
For further  information  about how to make premium  payments by these methods
and any other  method we may make  available,  please  contact  us by  calling
1-800-531-8000.

AMOUNT AND FREQUENCY OF PAYMENTS

      You generally have the flexibility to determine the amount and frequency
of your premium payments. You must, however, maintain sufficient cash value to
keep your Policy in effect. SEE "Lapse and  Reinstatement."  In addition,  you
must observe the limitations described below.

      INITIAL PREMIUM PAYMENT.  To issue a Policy,  we generally  require that
you  provide us with an  initial  premium  payment  equal to at least one full
Planned  Periodic Premium  Payment,  as specified in your Policy.  If you have
elected to use our Automatic Payment Plan, the minimum initial premium payment
would equal two (2) monthly payments under the Plan.

   
      MINIMUM AND MAXIMUM  PREMIUM  PAYMENTS.  Except for your initial premium
payment,  we do not require any minimum premium payment.  However,  at no time
may the total  amount of your  premium  payments  exceed  the  maximum  amount
allowed by federal tax law, unless necessary to prevent lapse. We will monitor
your Policy's  cash value and the amount of life  insurance at risk to us that
is required to qualify the Policy as life  insurance  and to exclude the death
benefit from the  beneficiary's  taxable  income.  If a premium  payment would
cause you to exceed the  maximum  amount  allowed by federal  tax law, we will
refund the  excess  premium  payment to you.  We also may invite you to apply,
subject to proof of  insurability,  to increase the  Specified  Amount of your
Policy. For more information, please refer to "Tax Matters."
    

ALLOCATION OF PREMIUMS

      On your  Policy  application,  you  must  specify  how  much of your Net
Premium  Payments you want to allocate to each Variable Fund Account.  You can
specify allocations in increments as small as 1/10th of one percent,  provided
that the total amount of your allocations equals 100%.


                                      18

<PAGE>

      PREMIUMS  RECEIVED  DURING THE  APPLICATION  PROCESS.  We will hold your
initial premium payment in our general account during the application process.
During this time, we will not credit any earnings to you.

   
      PREMIUMS RECEIVED DURING FREE LOOK PERIOD. We will allocate your initial
Net Premium Payment to the Money Market Variable Fund Account at the Account's
Accumulation  Unit value next computed on the date we accept your application.
We will allocate any subsequent Net Premium  Payment that you make during your
Free Look Period to the Money Market  Variable  Fund Account at the  Account's
Accumulation  Unit value next  computed on the Date of Receipt of the payment.
SEE  "Calculating  Your Value in the Variable Fund Accounts." Your Net Premium
Payments  will remain in the Money Market  Variable  Fund Account for the Free
Look Period plus five days. On the Valuation  Date  immediately  following the
end of that  period,  we will  allocate  your Net Premium  Payments,  plus any
earnings,  among the Variable Fund Accounts in accordance  with the allocation
instructions  specified on your Policy  application,  at the Accumulation Unit
value next computed on that Date.
    

      PREMIUMS  RECEIVED AFTER FREE LOOK PERIOD.  We will allocate Net Premium
Payments  that you make after  your Free Look  Period in  accordance  with the
allocation  instructions  specified  on your  Policy  application,  unless you
direct  otherwise.  We will credit your Net Premium  Payments to the  Variable
Fund  Accounts  on the Date of  Receipt  at the  Accumulation  Unit value next
computed on that Date.

      CHANGING YOUR ALLOCATIONS.  You may change your allocation  instructions
at any time by  telephone or by Notice to Us. There are no charges or fees for
changing  your  allocation  instructions.  The  allocation  change will become
effective  with the first premium  payment we receive on or following the Date
of Receipt of your request.

PLANNED PERIODIC PREMIUM PAYMENTS

      You may,  for  convenience,  choose  to make  planned  periodic  premium
payments.  Your  Policy  will show a  schedule  of  planned  periodic  premium
payments  and,  if you like,  we will send you premium  notices at  quarterly,
semi-annual,  or annual  intervals.  To facilitate  planned  periodic  premium
payments,  we also will accept monthly premium  payments through our Automatic
Payment Plan. You are not obligated to follow the schedule of planned periodic
premium  payments  and  failing to do so will not itself  cause your Policy to
lapse. Conversely,  following the schedule will not guarantee that your Policy
will remain in effect, unless you have made enough premium payments to qualify
for the Guaranteed Death Benefit. SEE "Guaranteed Death Benefit."

ANNUAL TARGET PREMIUM PAYMENT

   
      We will use the Annual Target Premium  Payment  specified in your Policy
to  determine  whether  we will  deduct a premium  charge  from  your  premium
payments or a surrender  charge if you fully  surrender.  SEE "Premium Charge"
and "Surrender  Charge" under "Charges and  Deductions."  We also will use the
    


                                      19

<PAGE>

   
Annual  Target  Premium  Payment to  determine  whether the  Guaranteed  Death
Benefit   applies.   SEE   "Guaranteed   Death   Benefit"   under  "Lapse  and
Reinstatement."  We determine the Annual Target  Premium  Payment  actuarially
based  on the age,  sex and  rate  class  of the  Insured,  and the  insurance
benefits contained in the Policy.
    

INVESTMENT OPTIONS

   
      Currently,  you may invest,  through the Separate  Account,  in up to 12
Funds. The Separate  Account  consists of 12 Variable Fund Accounts,  seven of
which  correspond to Funds of the Trust,  three of which  correspond to the BT
Fund,  and one each of which  corresponds  to a Fund of the Alger Fund and the
Scudder Fund. You can invest in a Fund by allocating  Net Premium  Payments to
the corresponding Variable Fund Account.

      USAA Investment  Management Company ("USAA IMCO"),  9800  Fredericksburg
Road, San Antonio, Texas 78288, serves at the investment adviser to the Trust.
USAA  IMCO is a  wholly-owned  indirect  subsidiary  of  USAA.  Bankers  Trust
Company,  130  Liberty  Street,  New  York,  New  York  10006,  serves  as the
investment  manager of the BT Fund.  Fred Alger  Management,  Inc.,  75 Maiden
Lane,  New York,  New York 10038,  serves as  investment  manager of the Alger
Fund's Growth Portfolio.  Scudder Kemper Investments,  Inc., Two International
Place,  Boston,  Massachusetts  02110, serves as the investment adviser to the
Scudder Fund's Capital Growth Portfolio.  Neither Bankers Trust Company,  Fred
Alger Management,  Inc., nor Scudder,  Kemper Investments,  Inc. is affiliated
with USAA.
    

      A brief  description  of each Fund appears in the table below.  For more
information,  including a discussion of potential  investment and other risks,
please refer to the accompanying prospectuses for the Funds.


                                      20

<PAGE>

<TABLE>
<CAPTION>
FUND                                     INVESTMENT OBJECTIVE
<S>                                      <C>
USAA LIFE INVESTMENT TRUST

     Money Market Fund                   Highest level of current income consistent with preservation of
                                         capital and maintenance of liquidity

     Income Fund                         Maximum current income without undue risk to principal

     Growth and Income Fund              Capital growth and current income

     World Growth Fund                   Long-term capital appreciation

     Diversified Assets Fund             Long-term capital growth, consistent with preservation of capital and
                                         balanced by current income

     Aggressive Growth Fund              Appreciation of capital

     International Fund                  Capital appreciation with current income as a secondary objective

THE ALGER AMERICAN FUND

     Growth Portfolio                    Long-term capital appreciation

SCUDDER VARIABLE
 LIFE INVESTMENT FUND

     Capital Growth Portfolio -          Maximize long-term capital growth from a portfolio consisting
     Class A shares                      primarily of equity securities

BT INSURANCE FUNDS TRUST

     Equity 500 Index Fund               To replicate as closely as possible the performance of the Standard &
                                         Poor's 500 Composite Stock Price Index before the deduction of Fund
                                         expenses. To replicate as closely as possible the performance of the
                                         Russell 2000

     Small Cap Index Fund                Index before the deduction of Fund expenses.

     EAFE(R) Equity  Index Fund          To replicate as closely as possible the performance of the Morgan
                                         Stanley Capital International Europe, Australia, Far East (EAFE)
                                         Index before the deduction of Fund expenses.
</TABLE>


                                         21

<PAGE>

ADDITIONS OR CHANGES TO INVESTMENT OPTIONS

      We may,  from  time to  time,  make  additional  Funds or  Mutual  Funds
available as investment options through corresponding  Variable Fund Accounts.
We may do so when, for example, we believe marketing or investment  conditions
warrant.

   
      We also reserve the right, subject to compliance with applicable law, to
change the Funds that are or may be available as investment  options.  We may,
for example,  eliminate or merge one or more Funds or substitute the shares of
a Fund for those of  another  Fund or Mutual  Fund.  We may do so, in our sole
discretion,  if in our  judgment  further  investment  in any  Fund  would  be
inappropriate  in view of the  purposes  of the  Policies.  We will  give  you
written notice of the addition,  elimination,  merger,  or substitution of any
Fund to the extent  required by law. In any event,  the  Separate  Account may
purchase other securities for other classes of policies.
    

      In the event of any substitution or other change, we may, by appropriate
endorsement, make any changes in your Policy and any future policies as may be
necessary or appropriate to reflect the  substitution or change.  Also, we may
operate the Separate  Account as a management  company,  we may  deregister it
with the SEC in the event such  registration is no longer required,  or we may
combine it with other USAA Life separate accounts.

VOTING PRIVILEGES

   
      From  time to time,  a Fund may seek  shareholder  approval  on  certain
matters. Each Variable Fund Account is a shareholder of the corresponding Fund
in which it invests.  As the depositor of the Variable Fund  Accounts,  we are
entitled  to vote the  shares  held by the  Accounts.  However,  in our  view,
applicable  law currently  requires us to vote the shares held by our Variable
Fund Accounts in accordance with  instructions that we receive from Owners who
have a voting  interest in the Funds.  We  presently  intend to do so. We also
presently intend to vote shares on which we have received no instructions,  as
well shares that we own that are not  attributable  to  Policies,  in the same
proportion  as we vote  shares for which we have  received  instructions.  If,
however,  applicable law changes or our view of the law changes,  we may elect
to vote the Fund shares in our own right.
    

      The number of Fund shares for which you may provide instructions depends
on your value in each  corresponding  Variable Fund Account,  determined as of
the record date  established  by the Fund for  determining  shareholders.  SEE
"Cash Value." We will send you voting  instruction forms and related materials
at the appropriate time.

   
      We may disregard your voting instructions under certain circumstances as
permitted by applicable law. In the event we disregard voting instructions, we
will  include a summary of that  action and the reasons for such action in the
next report to Owners.
    


                                      22

<PAGE>

SPECIAL CONSIDERATIONS

   
      The  Scudder  Fund,  the Alger  Fund,  and the BT Fund  offer  shares to
separate  accounts of unaffiliated  life insurance  companies to fund benefits
under variable  annuity  contracts and variable life insurance  policies.  The
Trust  offers its shares to separate  accounts  of USAA Life to fund  benefits
under the  Policies  and  variable  annuity  contracts.  We do not foresee any
disadvantage  to  Owners  arising  out of  these  arrangements.  Nevertheless,
differences  in  treatment  under  tax  and  other  laws,  as  well  as  other
considerations,  could cause the interests of various  purchasers of contracts
and  policies to conflict.  For example,  violation of the federal tax laws by
one separate  account  investing in a Mutual Fund could cause the contracts or
policies funded through another  separate  account to lose their  tax-deferred
status,  unless  remedial  action  were  taken.  If a material  irreconcilable
conflict arises between separate accounts,  a separate account may be required
to withdraw its  participation  in a Mutual Fund. If it becomes  necessary for
any  separate  account  to  replace  shares  of a  Mutual  Fund  with  another
investment,  the Mutual Fund may have to liquidate  portfolio  securities on a
disadvantageous basis. At the same time, the Scudder Fund, the Alger Fund, the
BT Fund,  and USAA Life are subject to conditions  imposed by the SEC that are
designed to prevent or remedy any  conflict of interest.  The Trust,  which is
not subject to such conditions,  has nevertheless  adopted certain  procedures
that substantially reflect and implement the substance of such conditions.  In
this connection,  the Board of Trustees of each Mutual Fund has the obligation
to monitor  events in order to identify any material  irreconcilable  conflict
that may possibly arise and to determine what action,  if any, should be taken
to remedy or eliminate the conflict.
    

POLICY LAPSE AND REINSTATEMENT

LAPSE

   
      Your  Policy  will  lapse at any time that  your  Policy  cash  value is
insufficient  to pay the Monthly  Deduction  and any loan  interest  then due,
unless you have paid  enough  premiums  to qualify  for the  Guaranteed  Death
Benefit.  SEE  "Guaranteed  Death  Benefit."  Any  deduction  for the  cost of
insurance  after lapse shall not be considered a  reinstatement  of the Policy
(or of any benefit provided by rider) nor a waiver by us of the lapse.
    

GRACE PERIOD

   
      You have a grace  period  during  which to  provide  us with  sufficient
payment  to keep your  Policy in force.  The grace  period  will  begin on any
Monthly  Anniversary  when your Policy cash value is insufficient to cover the
Monthly  Deduction for the following  month and any loan interest then due. We
will notify you,  and any  assignee  of record,  of the date the grace  period
expires and of the premium necessary to continue the Policy in effect.  During
the grace period,  you must submit  enough  premium to cover three (3) Monthly
Deductions  and any loan  interest  due.  The grace period is 61 days long and
begins on the date we send notice to you.
    


                                      23

<PAGE>

   
      If you fail to pay the necessary  premium  within the grace period,  all
insurance,  including  benefits  provided by rider,  terminates,  and a Policy
lapse has occurred.  If the Insured dies during the grace period,  we will pay
the death  benefit,  less any due and unpaid  Monthly  Deductions and any loan
interest  due through  the month of death,  to your  beneficiary.  We will not
refund any cash value  remaining  in the Policy at the  beginning of the grace
period during the grace period or at lapse.
    

GUARANTEED DEATH BENEFIT

   
      You have the option to pay planned  periodic  premium  payments based on
the Annual Target Premium Payment  specified in your Policy. If on any Monthly
Anniversary during your first five (5) Policy Years the total premium you have
paid,  less any  partial  surrenders,  is equal to or greater  than the Annual
Target  Premium  Payment  specified  in your  Policy,  adjusted to reflect the
number  of  Monthly  Anniversaries  that  have  occurred  since  the  Policy's
Effective Date, then we guarantee that your Policy will not lapse, even if the
cash  value is  insufficient  to pay for the  Monthly  Deduction  and any loan
interest then due. The guaranteed  death benefit is only available  during the
first five (5) Policy Years.

      To illustrate how the guaranteed death benefit works,  let's assume your
Annual Target Premium  Payment is $2,000.  If you have paid an amount equal to
three and a half Annual Target  Premium  Payments or $7,000,  your Policy will
not lapse,  during the first three and a half Policy Years,  even if your cash
value on any Monthly  Anniversary  during that period is  insufficient  to pay
your Monthly  Deduction and any loan interest then due. The same would be true
on any Monthly  Anniversary  thereafter,  until after the fifth  Policy  Year,
provided  you have met the  then  applicable  Annual  Target  Premium  Payment
requirements.  Conversely,  if you have not met the  applicable  Annual Target
Premium Payment requirements on any Monthly Anniversary,  the guaranteed death
benefit  would not apply and your  Policy  would  lapse if your cash  value is
insufficient to pay your Monthly Deduction and any loan interest then due.
    

      If you change your Policy's  Specified  Amount within the first five (5)
Policy Years,  we will declare a new Annual Target Premium  Payment and use it
to determine whether the Guaranteed Death Benefit applies.

REINSTATEMENT

      You may reinstate a lapsed Policy within five (5) years from the date of
lapse and before the Policy's maturity date. We will require the following for
reinstatement:

   
      1.    A completed written application for reinstatement;
    

      2.    Proof of insurability satisfactory to USAA Life;


                                      24

<PAGE>

      3.    Payment  of  premium  sufficient  to  pay  the  estimated  Monthly
            Deductions for at least the three (3) Policy months beginning with
            the effective date of reinstatement; and

      4.    Payment of, or agreement to reinstate, any Policy Indebtedness.

      The  effective  date  of the  reinstated  Policy  will  be  the  Monthly
Anniversary on or before approval date of reinstatement.

      Upon reinstatement, we will reinstate your Policy's death benefit to the
Specified  Amount in effect at lapse,  less,  if  applicable,  any  reinstated
Indebtedness.  Your  Policy's  initial  reinstated  cash value will be the net
reinstated  premium less the Monthly  Deduction  for the month  following  the
effective  date of the  reinstatement  plus,  if  applicable,  any  reinstated
Indebtedness  plus any interest  earnings credited to the loan collateral held
in the general account.  You will not receive any past performance  during the
grace period.

      One advantage of reinstating a lapsed Policy is that the first-year-only
administrative  charge will not be repeated  if it has  already  been paid.  A
possible disadvantage of reinstatement is that any Policy Indebtedness must be
paid or reinstated.

CHARGES AND DEDUCTIONS

PREMIUM CHARGE

      We deduct a 3% premium charge from each premium we receive to compensate
us for sales  charges and taxes.  The  resulting  Net  Premium  Payment is the
amount we allocate to the Variable Fund Accounts that you select.

      We will deduct the  premium  charge  from all of your  premium  payments
until the gross amount of premium  payments we receive  exceeds the sum of the
Annual  Target  Premium  Payments  payable  over 10 years.  If you increase or
decrease the Specified  Amount,  we will calculate a new Annual Target Premium
Payment  for  you and  use it to and  determine  whether  the  premium  charge
applies.

      To  illustrate  how this charge  works,  if your Annual  Target  Premium
Payment is $2,000,  we would no longer deduct the premium charge once you have
paid in premiums of $20,000 ($2,000 per Policy Year for 10 years).

   
MONTHLY DEDUCTIONS FROM CASH VALUE
    

      On  your  Policy's   Effective   Date,  and  each  Monthly   Anniversary
thereafter,  we will deduct  certain  monthly  charges from your Policy's cash
value.  SEE  "Deduction of Charges." The Monthly  Deduction  will include your
cost of  insurance  charges,  charges  for  any  optional  insurance  benefits


                                      25

<PAGE>

provided by rider, an  administrative  charge,  and a maintenance  charge,  as
described below.

   
      COST OF INSURANCE  CHARGES.  Your monthly cost of insurance charges will
depend on a number of variables,  including the Specified  Amount of insurance
coverage  and death  benefit  option you select  (both of which affect the net
amount at risk to us),  your  cost of  insurance  RATE  (which is based on the
Insured's  age, sex, and rate class),  and the  investment  experience of your
value in the Variable Fund Accounts.  For more information on how we determine
your cost of insurance charges, SEE "Calculating Your Cost of Insurance."
    

      CHARGES FOR OPTIONAL  INSURANCE  BENEFITS.  The Monthly  Deduction  will
include  charges for any optional  insurance  benefits  added to the Policy by
rider. SEE "Optional Insurance Benefits."

      ADMINISTRATIVE CHARGE (FIRST POLICY YEAR ONLY). During your first twelve
Policy  months only,  we will deduct a monthly  administrative  charge of $10.
This charge compensates us for start-up  administrative expenses that we incur
in issuing your  Policy.  These  expenses  include,  for example,  the cost of
processing your  application,  conducting a medical  examination,  determining
insurability and rate class, and establishing  Policy records.  The investment
advisers or other  affiliates of certain Mutual Funds  reimburse USAA Life for
the cost of  administrative  services  provided  to the  Funds  as  investment
options under the Policies. Compensation is paid out of fee earnings, based on
a percentage of a Fund's average net assets attributable to a Policy.

      RECURRING  MAINTENANCE  CHARGE.  The Monthly  Deduction  will  include a
recurring  maintenance  charge  of $5.  This  charge  compensates  us for  the
recurring  administrative  expenses  related to the maintenance of your Policy
and of the Separate  Account.  These expenses  include,  for example,  premium
notices and collection, recordkeeping, processing death benefit claims, Policy
changes,  reporting,  and overhead  costs.  This charge is  guaranteed  not to
increase during the life of the Policy.

SEPARATE ACCOUNT CHARGES

      We deduct certain  charges on a daily basis as a percentage of the value
of each Variable Fund Account of the Separate Account.  These charges have the
affect of reducing your Policy's cash value.

      MORTALITY AND EXPENSE CHARGE. We assess a daily charge of .00204% (equal
to 0.75% annual  rate)  against the values of each  Variable  Fund Account for
mortality and expense  risks that we assume under the  Policies.  We guarantee
that  this  charge  will not  increase  during  the life of your  Policy.  The
mortality  risk that we assume is that Insureds may live for a shorter  period
of time than we estimate  and,  thus a greater  amount of death  benefits than
expected will be payable. The expense risk we assume is that expenses incurred
in issuing and administering the Policies will be greater than we estimate.


                                      26

<PAGE>

      FEDERAL  INCOME TAX  CHARGE.  Currently,  we make no charge  against the
Separate  Account for federal  income  taxes that may be  attributable  to the
Separate Account. We may, however, make such a charge in the future, should it
be necessary.  We also may make charges for other taxes, if any,  attributable
to the Separate Account. SEE "Tax Matters."

TRANSFER CHARGES

   
      We assess a $25 charge for each value  transfer  between  Variable  Fund
Accounts in excess of six (6) per Policy  Year.  SEE  "Transfer  of Value" and
"Deduction of Charges."
    

SURRENDER CHARGES

   
      PARTIAL SURRENDER  CHARGE.  For each partial surrender of cash value, we
assess a charge equal to the lesser of $25 or 2% of the amount withdrawn. This
charge is also referred to as an "administrative processing fee." SEE "Partial
Surrenders" and "Deduction of Charges."
    

      FULL SURRENDER CHARGE.  For full surrenders prior to the end of the 10th
Policy Year, we assess the surrender  charge  described  below. The purpose of
the  surrender  charge  is to  compensate  us for the  expenses  we  incur  in
distributing  the Policies.  The amount of the  surrender  charge will equal a
percentage  of the Annual  Target  Premium  Payment  specified in your Policy,
regardless  of the amount of premiums  you actually  pay.  SEE "Annual  Target
Premium Payment." The applicable percentage depends on when you surrender.  As
shown in the table below, the applicable  percentage declines each Policy Year
to 0% after the 10th Policy Year.


<TABLE>
           SURRENDER CHARGE AS A % OF ANNUAL TARGET PREMIUM PAYMENT
<S>              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Policy  Year     1      2      3      4      5      6      7      8      9      10     11+
APPLICABLE %     50%    45%    40%    35%    30%    25%    20%    15%    10%    5%     0%
</TABLE>

      To  illustrate  how the surrender  charge  works,  if your Annual Target
Premium Payment is $2,000 and you  surrendered  your Policy in full during the
first Policy Year, the surrender charge would be determined by multiplying 50%
times $2,000 = $1,000.  Thus,  in this example the  surrender  charge would be
$1,000.

   
      If you increase or decrease  your Policy's  Specified  Amount within the
first 10 Policy Years, we will declare a new Annual Target Premium Payment for
you, which we will use to determine the surrender  charge.  SEE "Changing Your
Policy's Specified Amount." However,  we will not impose a surrender charge at
the time you decrease your Policy's Specified Amount.
    


                                      27

<PAGE>

OTHER CHARGES

      The Variable Fund Accounts purchase shares of the Funds at the net asset
value of the shares.  The net asset value reflects the  investment  management
fees and other expenses already  deducted from each Fund's assets.  These fees
and other expenses  appear under "The Policy At a Glance." Please refer to the
accompanying prospectuses for the Funds for more information on these fees and
expenses.

DEDUCTION OF CHARGES

   
      We will deduct the Monthly Deduction,  any partial surrender charge, and
any transfer  charge from your value in each Variable Fund Account in the same
proportion as each Variable Fund Account's  value has to the total Policy cash
value.  If you direct us in advance,  we will permit you to specify from which
Variable Fund  Account(s) you want the partial  surrender  charge and transfer
charge deducted.
    

DEATH BENEFIT

      The Policy  offers  two death  benefit  options,  Option A and Option B,
which you select on your Policy application.

      If you select  OPTION A, your death  benefit  will be the greater of (i)
your Policy's  Specified Amount or (ii) the Minimum Amount Insured (which is a
specified  percentage  of your cash value  based on the  Insured's  age).  SEE
"Minimum Amount Insured."

      If you select  OPTION B, your death  benefit  will be the greater of (i)
your Policy's Specified Amount PLUS your cash value or (ii) the Minimum Amount
Insured. SEE "Minimum Amount Insured."

      Under either  option,  we will reduce the amount of death benefit we pay
by the amount of any outstanding  Indebtedness  and any due and unpaid Monthly
Deductions.  SEE  "Payment  of Policy  Benefits."  Please  note  that  partial
surrenders and related  surrender  charges also will reduce the amount of your
death benefit. SEE "Changing Your Policy's Specified Amount."

   
      The death benefit  payment will be increased by any applicable  optional
insurance benefits provided by rider. SEE "Optional Insurance Benefits."
    

CHOOSING BETWEEN OPTION A AND OPTION B.

      Both  Option  A and  Option  B  provide  insurance  protection  and  the
opportunity  to build your cash  value.  When  choosing  between  Option A and
Option  B, one way to  differentiate  the two may be to  think of  Option A as
emphasizing  potential cash value growth and Option B as emphasizing potential
death benefit growth, as explained below.


                                      28

<PAGE>

   
      Under Option A, any cash value you build will decrease the net amount at
risk to us relative to the amount of death  benefit we must pay if the Insured
dies.  As a result,  all other  things  being  equal,  your cost of  insurance
charges  generally  will be lower under  Option A than under  Option B for the
same Specified Amount.  Lower monthly cost of insurance charges may enable you
to build cash value  faster than if you were paying  higher cost of  insurance
charges under Option B. There is, however,  no minimum  guaranteed cash value,
which  means you bear the entire  investment  risk that your cash value  could
fall to zero. SEE "Cash Value."
    

      Under Option B, unlike  Option A, any cash value you build will increase
the amount of your death benefit.  As a result,  all other things being equal,
your death  benefit  under Option B generally  will be greater than your death
benefit under Option A for the same Specified Amount.

ILLUSTRATIONS OF OPTION A AND OPTION B

      To  illustrate  the  differences  between  Option A and  Option B, let's
assume  that  the  Insured  is less  than 40 years  old,  that  your  Policy's
Specified  Amount is $100,000,  that you have no loan or  outstanding  Monthly
Deductions, and that your Policy cash value is $25,000.

      Under Option A, your death  benefit would be the greater of $100,000 and
the Minimum  Amount  Insured.  Under Option B, your death benefit would be the
greater of $125,000 ($100,000 plus $25,000) and the Minimum Amount Insured.

   
      Under both  Options,  the death benefit would be higher than the Minimum
Amount Insured,  which would be $62,500, in this example.  (The Minimum Amount
Insured is calculated by  multiplying  the cash value  (ignoring the amount of
any outstanding  Indebtedness) by a specific  percentage which is based on the
Insured's  age. In this  example,  the  prescribed  percentage  would be 250%.
Different  percentages  apply at different ages, and generally  decline as you
get older. SEE "Minimum Amount Insured.")
    

      Now let's assume that instead of $25,000 your cash value is $50,000. The
Minimum Insured Amount would be $125,000 (250% times $50,000). Under Option A,
your Minimum Insured Amount would be greater than the Specified  Amount.  As a
result, your death benefit would be $125,000.  On the other hand, under Option
B, your death  benefit  ($150,000)  would be higher  than the  Minimum  Amount
Insured ($125,000).

CHANGING YOUR DEATH BENEFIT OPTION

   
      After the death benefit option you selected on your application has been
in effect for one Policy Year,  you may change it by sending Notice to Us. The
new death benefit option also must remain in effect for one Policy Year before
we will allow another change. There is no charge or fee for changing the death
benefit option. The change will become effective on the Monthly Anniversary on
or following the date we approve the change.
    


                                      29

<PAGE>

   
      If you  change  your  death  benefit  from  Option A to  Option  B, your
Policy's new Specified  Amount will be the old Specified  Amount  DECREASED by
your Policy's cash value (ignoring the amount of any outstanding Indebtedness)
as  determined  on the Date of Receipt of your Notice to Us. We will not allow
this  change if it would  result in a  Specified  Amount that is less than the
minimum  Specified  Amount of $50,000 ($25,000 for Insureds less than 18 years
of  age).   Changing  from  Option  A  to  Option  B  will  require  proof  of
insurability, if you wish your Policy's new Specified Amount under Option B to
be the same as the old Specified Amount under Option A.

      If you change your death benefit  option from Option B to Option A, your
Policy's new Specified  Amount will be the old Specified  Amount  INCREASED by
your Policy's cash value (ignoring the amount of any outstanding Indebtedness)
next  determined  on the Date of Receipt of your Notice to Us.  Changing  from
Option B to Option A does not require proof of  insurability,  unless you make
changes in your Policy's Specified Amount or elect optional benefits available
by rider.
    

      A change in death benefit option will affect your cost of insurance. SEE
"Calculating  Your Cost of Insurance." We will recalculate the maximum premium
limitation  following a change in death benefit  option.  SEE "Minimum  Amount
Insured" under "Calculating Your Cost of Insurance."

CHANGING YOUR POLICY'S SPECIFIED AMOUNT

   
      Within  certain  limits,  you  may  increase  or  reduce  your  Policy's
Specified  Amount.  A change in Specified Amount may increase or decrease your
cost of insurance charges.  SEE "Calculating Your Cost of Insurance." A change
in the Specified  Amount also may have tax  consequences.  SEE "Tax  Matters."
Changes in  Specified  Amount do not  necessarily  require  changes in planned
periodic  premiums.  SEE "Planned  Periodic Premium  Payments."  However,  any
increase  or  decrease in  Specified  Amount will  require us to declare a new
Annual Target Premium Payment for the new Specified Amount. SEE "Annual Target
Premium  Payment." Whether the premium charge applies will be determined using
the  new  Annual  Target  Premium  Payment.  SEE  "Premium  Charge."  We  will
recalculate the maximum premium  limitation  following an increase or decrease
in Specified Amount. SEE "Premium Payments" and "Tax Matters."

      The minimum  amount by which you can increase  your  Policy's  Specified
Amount is $25,000,  unless such increase is made in conjunction  with a change
in death benefit Option or to satisfy Internal Revenue Code requirements.  For
any increase, you must apply in writing and we will require satisfactory proof
of insurability. The increase will become effective on the Monthly Anniversary
on or following the date we approve the  increase.  Your rights to cancel your
Policy do not apply to increases in Specified Amount.

      We will not allow a reduction in your Policy's  Specified  Amount (other
than that  resulting  from a partial  surrender  of cash value under Option A)
that results in a Specified  Amount that is less than $50,000  ($25,000 if the
Insured  is less  than 18 years of age),  nor will we allow a  reduction  that
    


                                      30

<PAGE>

   
would cause your Policy not to qualify as life  insurance  for federal tax law
purposes.  Requests  for  reduction  must  be  in  writing.  For  purposes  of
determining  your cost of  insurance  charge,  we will apply any  decrease  in
Specified  Amount against the most recent  increase in Specified  Amount.  The
decrease will become effective on the Monthly  Anniversary on or following the
Date of Receipt of your Notice to Us.
    

      Partial  surrenders  will reduce your Policy's death benefit on a dollar
for dollar basis unless the death benefit is the Minimum  Amount  Insured,  in
which case your  death  benefit  will be  reduced by a multiple  of the amount
surrendered.  Under death benefit Option A, the Specified  Amount and the cash
value  will be reduced by the amount of the  partial  surrender.  Under  death
benefit  Option B, only the cash value  portion of the death  benefit  will be
reduced by the amount of the partial surrender.

OTHER POLICY BENEFITS

OPTIONAL INSURANCE BENEFITS

   
      Subject to certain  underwriting or issue requirements,  you may add one
or more of the following  optional insurance benefits to your Policy by rider.
Each rider's  description in this  Prospectus is subject to the specific terms
of the  rider  as each  contains  definitions,  contractual  limitations,  and
conditions. We will deduct the cost of any optional insurance benefits as part
of the Monthly Deduction. SEE "Monthly Deductions."

      ACCELERATED BENEFITS FOR TERMINAL ILLNESS RIDER. This rider provides for
an early  benefit  payment to you upon  receipt  of proof that the  Insured is
terminally  ill (as defined in the rider).  The rider is not  available in all
states.  The  maximum  amount  you may  receive  under the rider  prior to the
Insured's  death is 50% of the then current  death  benefit  payable under the
Policy (excluding additional benefits payable under other riders) or, if less,
$250,000. We will deduct the amount of any Indebtedness from the amount of the
early  payment.  The early payment will be treated as a "lien"  against Policy
values.  The death  benefit  will be reduced by the amount of the lien and any
Policy loans,  plus accrued interest.  Monthly  Deductions will continue to be
made  after the early  payment.  The  Owner's  access to the cash value of the
Policy through Policy loans, partial withdrawals, or full surrender is limited
to any excess of the cash value over the amount of the lien.  Interest will be
charged on the amount of the early payment and any unpaid Monthly  Deductions.
Premium payments  required to be made for cost of insurance are still required
to be made after the early  payment.  If such payment is not paid when due, we
will pay the  premium on behalf of the Owner and add that  amount to the early
payment  amount to be deducted  from the death  benefit.  If the amount of the
early  payment  plus accrued  interest  and required  unpaid cost of insurance
premiums ever exceed the amount of the death  benefit,  the Policy  terminates
and no additional insurance benefits are payable.

      ACCIDENTAL  DEATH BENEFIT RIDER.  This rider provides an additional life
insurance benefit if the Insured's death results from accidental bodily injury
(as defined in the rider). The selected  additional life insurance benefit can
be up to a maximum of $200,000,  or the Specified  Amount,  whichever is less.
The premium for this rider is $.84 per $1,000 of coverage per year.
    


                                      31

<PAGE>

   
      CHILDREN TERM LIFE INSURANCE RIDER.  This rider provides level term life
insurance  on the lives of the  Insured's  children (as defined in the rider).
The cost for this rider is $6 per $1,000 of coverage per year.

      EXTENDED  MATURITY  DATE  RIDER.  This rider  permits you to extend your
Policy's  maturity  date up to ten years  beyond  what it  otherwise  would be
(I.E., the Monthly  Anniversary  following the Insured's 100th birthday).  The
death benefit during the extended  maturity  period will be your Policy's cash
value less any Indebtedness.  Also during this period, the Policy's cash value
will continue to accrue in the same manner as described in the Policy, and any
Policy loans in effect will  continue to accrue  interest.  We will not deduct
cost of insurance  charges or accept  additional  premium payments during this
period. We will assess a maintenance  charge during this period.  Extension of
the maturity date is subject to all of the terms and conditions of the Policy,
except where they are inconsistent with the rider. Extending the maturity date
of your Policy beyond the Insured's age 100 may result in the current taxation
of any  increases  in your  Policy's  cash value that result  from  investment
experience in the Variable Fund  Accounts.  You should consult a qualified tax
adviser before making such an extension.

      WAIVER OF MONTHLY  DEDUCTION  RIDER.  This  rider  waives  your  Monthly
Deduction during periods of total and permanent disability of the Insured, but
only if the Insured has been totally and  permanently  disabled (as defined in
the rider) for at least six consecutive  months. We will not deduct the amount
of any Monthly  Deduction waived under this rider from the cash value proceeds
payable upon maturity of your Policy, or the death benefit proceeds payable if
the Insured dies before the Policy  matures.  If Option A is in effect when we
approve a claim under the rider, we will change your death benefit option from
Option A to Option B as of the Monthly Anniversary after the disability began.
While we are  paying  benefits  under the  rider,  you may not  increase  your
Policy's  Specified  Amount.  Please  note  that the  rider  does not apply to
interest under your Policy loans. As a result, it is possible that your Policy
could lapse for nonpayment of loan interest. The premium for this rider varies
based upon the age of the Insured.
    

      If you would  like  further  information  about the  optional  insurance
benefits  available  under your Policy,  please contact us at  1-800-531-8000.
Please  note that adding or  deleting  riders,  or  increasing  or  decreasing
coverage under the riders,  can have tax consequences.  SEE "Tax Matters." You
should consult a qualified tax adviser.

BENEFITS AT MATURITY

      If the  Insured  is living,  we will pay the cash value of your  Policy,
less any Indebtedness,  when your Policy matures.  All Policies will mature on
the Monthly Anniversary following the Insured's 100th birthday unless extended
by rider.


                                      32

<PAGE>

PAYMENT OF POLICY BENEFITS

PAYMENT OF DEATH BENEFIT

   
      As long as your Policy has not  terminated  due to lapse,  maturity,  or
full surrender,  we will pay your Policy's death benefit to your  beneficiary.
We will usually pay the death  benefit  within seven (7) days after we receive
due proof of death at our Home Office and all other requirements  necessary to
make payment. We will determine the cash value portion of the death benefit as
of the Valuation Date immediately following the date of death. We will pay the
death  benefit in cash or under one or more of the  payment  options  you have
selected  in  advance.  If you  have  not  selected  a  payment  option,  your
beneficiary  may select the payment  option prior to (or after) the  Insured's
death. We may postpone payment of the death benefit in certain  circumstances.
SEE "Postponement of Payments."

      We will  reduce the death  benefit by any  Indebtedness  and any due and
unpaid Monthly Deductions.  These proceeds will be increased by any applicable
additional optional insurance death benefits provided by rider.
    

PAYMENT OF MATURITY BENEFIT

   
      If your Policy matures before the Insured dies, we will normally pay you
the cash value of your  Policy  (reduced by any  Indebtedness  and any due and
unpaid Monthly  Deductions)  within seven (7) days after the Valuation Date on
which the Policy matures.  We may postpone payments in certain  circumstances.
SEE "Postponement of Payments."
    

DEATH BENEFIT PAYMENT OPTIONS

      We will pay the death  benefit in a lump sum or under one of the payment
options below. During the Insured's lifetime, you may select a payment option.
If the Insured dies and you have not chosen a payment option, your beneficiary
can choose a payment option.  If you have selected a payment option before the
Insured's  death,  your  beneficiary  may not  change  that  option  after the
Insured's  death.  Proceeds applied under a payment option will no longer vary
by the investment experience of the Variable Fund Accounts.

      The nature and  timing of your  choice of payment  option can effect the
tax  consequences  to you or your  beneficiary.  You should  consult  your tax
adviser.

   
      INTEREST  ONLY  OPTION.  The  Policy's  principal  amount may be left on
deposit  with USAA Life for a  mutually  determined  period,  not to exceed 30
years.  We  will  make  interest  payments  at  mutually   determined  regular
intervals.  The  principal  amount will earn  interest at a minimum rate of 3%
compounded annually. At the end of the fixed period, we will pay the principal
amount.
    


                                      33

<PAGE>

   
      INSTALLMENTS FOR A FIXED PERIOD OPTION.  Under this option,  we will pay
the  principal  amount plus  interest in equal or unequal  installments  for a
specified  number of years (not more than 30), as mutually  agreed  upon.  The
amount of the  installments  will not be less than that  shown in the Table of
Guaranteed Payments contained in your Policy.
    

      INSTALLMENTS  OF A FIXED AMOUNT OPTION.  Under this option,  we will pay
the  principal  amount  plus  interest  in equal or unequal  installments,  as
mutually agreed upon, until the amount applied,  together with interest on the
unpaid balance, is paid in full.

      OTHER  OPTIONS.  We will apply the sum under any other  option  mutually
agreed upon.

      Any arrangements  involving more than one payment option, or involving a
Beneficiary  that is not a natural  person  (E.G, a  corporation)  or who is a
fiduciary  (E.G.,  a trustee) are subject to our  approval.  In addition,  the
details of the arrangements are subject to our rules in effect at the time the
arrangements take effect.

   
      The beneficiary may designate a successor payee as to any amount that we
would otherwise pay to the beneficiary's  estate.  Amounts applied under these
payment  options  will not be subject to the claims of  creditors  or to legal
process, to the extent permitted by law.
    

CASH VALUE

   
      Your Policy's cash value will vary on a daily basis with the  investment
experience of the Variable Fund Accounts to which you have  allocated your Net
Premium  Payments.  Your  Policy's  cash value  also will vary to reflect  the
effect of various Policy  transactions,  such as additional  premium payments,
partial  surrenders,  and Policy loans, and to reflect  applicable charges and
deductions.  YOUR  POLICY DOES NOT  PROVIDE A MINIMUM  GUARANTEED  CASH VALUE,
WHICH  MEANS YOU BEAR THE ENTIRE  INVESTMENT  RISK THAT YOUR CASH VALUE  COULD
FALL TO ZERO.

      On your  Policy's  Effective  Date,  your cash value will equal your Net
Premium  Payments,  less the Monthly Deduction for the following Policy month.
Thereafter,  your cash value on any Valuation  Date will equal the sum of your
Policy's  value in each Variable Fund Account plus, if  applicable,  any value
held in our  general  account  to secure any Policy  loan,  plus any  interest
earnings credited on the value held in the general account, less the amount of
any  outstanding  Indebtedness,  and less  any  Monthly  Deductions,  transfer
charges, and partial surrender charges applied through that date. SEE "Loans."

      On each  Monthly  Anniversary,  the Monthly  Deduction  will reduce your
Policy's cash value.
    


                                      34

<PAGE>

   
CALCULATING YOUR VALUE
IN THE VARIABLE FUND ACCOUNTS
    

      When you invest in a Variable Fund Account,  you are purchasing units of
interest or "Accumulation Units" ("units") of that Account. You purchase units
at their price next  determined  on any given  Valuation  Date  following  the
receipt of your  payment.  Therefore,  on any given  Valuation  Date,  you can
calculate  the  value  of  your  investment  in a  Variable  Fund  Account  by
multiplying the number of units of each Variable Fund Account credited to your
Policy by the price of the units on that Date.

   
      We  determine  the number of units to credit to you by dividing  (i) the
Net Premium  Payment  you  allocate  to a Variable  Fund  Account by (ii) that
Variable  Fund  Account's  price per unit or "unit value" next computed on the
Date of Receipt of the premium payment.  Certain  transactions will affect the
number of units in a  Variable  Fund  Account  credited  to you.  Net  Premium
Payments will increase the number of full or fractional units. Loans,  partial
or full surrenders,  partial surrender charges,  transfer charges, and Monthly
Deductions  involve  redemption of full or fractional  units and will decrease
the number of units.  In  addition,  Transfer  of Value  among  Variable  Fund
Accounts  will decrease the number of units in the Variable Fund Accounts from
which value is  transferred  and  increase the number of units in the Variable
Fund Accounts to which value is transferred.

      Each Variable Fund Account's units are valued separately. The unit value
of a Variable  Fund Account on any  Valuation  Date is calculated by adjusting
the unit  value  from the  previous  Valuation  Date for:  (1) the  investment
performance of the corresponding Fund, (2) any dividends or distributions paid
by that  Fund,  and (3) the  Separate  Account  charges  that we  assess  (SEE
"Separate Account Charges").
    

      To find out  daily  what your cash  value  is,  including  the value and
number of units of each Variable Fund Account credited to your Policy,  please
call us at 1-800-531-8000.

   
TRANSFER OF VALUE

      Except during the first 30 days after your Policy becomes effective, you
may  transfer  all or part of the value in any  Variable  Fund  Account to any
other Variable Fund Account of the Separate  Account,  up to six (6) times per
Policy Year,  without  charge.  Each  transfer  thereafter is subject to a $25
charge.

      The minimum  amount you can transfer  from any Variable  Fund Account is
$250 (or the remaining  Account value if less).  A transfer will result in the
redemption  or  purchase  (or  both) of units of the  Variable  Fund  Accounts
involved.  You may  request  a  transfer  by  telephone  or by Notice to Us. A
request for transfer  must  clearly  state the amount to be  transferred,  the
Variable Fund Account from which it is to be withdrawn,  and the Variable Fund
Account to which it is to be credited.  We will effect the transfer  using the
Variable Fund Account unit values next computed on the Date of Receipt of your
    


                                      35

<PAGE>

   
request,  unless a postponement of payments is in effect. SEE "Postponement of
Payments."

      We  reserve  the  right,  at any  time  and  without  prior  notice,  to
terminate, suspend, or modify these transfer privileges.
    

LOANS

      After your first  Policy  Year,  you may borrow  money from USAA Life by
using your Policy as the sole  security for the loan.  The amount that you may
borrow  is the  "loan  value."  The  maximum  loan  value is 85% of your  cash
surrender value.

      You may  request a loan by  telephone  or by Notice to Us,  but you must
obtain the written consent of all assignees and irrevocable beneficiaries,  if
any, before we can make the loan.

      We will  usually pay you the loan  proceeds  within seven (7) days after
the Date of Receipt of your loan request, unless a postponement of payments is
in effect. SEE "Postponement of Payments."

LOAN COLLATERAL

   
      When you take a loan,  we will transfer an amount equal to the loan from
your value in the Variable Fund Accounts to our general account.  We make this
transfer  of "loan  collateral"  to secure  your  loan.  You may  specify  the
Variable Fund Accounts from which you want us to withdraw the loan collateral.
If you do not so  specify,  we will  withdraw  the  loan  collateral  from the
Variable Fund Accounts in the same  proportion as each Account's  value has to
the total Policy cash value.  While a loan is outstanding,  we will credit the
loan collateral on a daily basis with interest at an effective  annual rate of
4%.
    

LOAN INTEREST

   
      We will charge you interest on your loan at a maximum  annual rate of 6%
payable in advance.  We have the option of charging  less.  For Policies  that
have been in effect more than 10 Policy  Years and if the Insured is age 55 or
older,  we charge interest at a maximum annual  "preferred  loan" rate of 4.5%
payable in advance.  We have the option of charging less for a preferred loan.
The entire  amount of  interest  on your loan  balance for each Policy Year is
payable in advance at the  commencement  of the loan and at the  beginning  of
each Policy Year thereafter.  We will  automatically  deduct the interest from
the  Variable  Fund  Accounts  in the same  proportion  as the loan amount was
withdrawn from the Accounts.  If you have  insufficient  value in the Variable
Fund  Accounts  to pay the  interest,  we will add the  amount  of any  unpaid
interest to your loan  principal,  and subject it to the same rate of interest
as the principal.  Because interest is paid in advance, loan repayments during
    


                                      36

<PAGE>

   
a Policy Year may result in an  overpayment  of  interest.  We will credit any
overpayment of interest to you on the date of any loan repayment.
    

REPAYMENT OF INDEBTEDNESS

   
      You may repay your Indebtedness (I.E., loans and any unpaid interest) in
full or in part at any time before the Insured's death and while the Policy is
in effect.  If not  repaid,  we will  deduct the  Indebtedness  from any death
benefit,  maturity benefit, or full surrender proceeds.  Loans and unpaid loan
interest in  existence  at the end of the grace period may not be repaid until
the Policy is reinstated.

      You must designate any loan repayment as such. Otherwise,  we will treat
it as a  premium  payment  instead.  You may  direct  how you want  your  loan
repayment to be  allocated  among the Variable  Fund  Accounts.  If you do not
specify an  allocation,  we will allocate your loan  repayment to the Variable
Fund  Accounts  in the same  proportion  as Net  Premium  Payments  are  being
allocated to the Accounts.
    

EFFECT OF POLICY LOANS

   
      A loan will reduce the value of the Variable Fund Accounts from which it
is  deducted.  Thus,  the  amount  loaned  will not  share  in the  investment
experience of the Variable Fund Accounts. Therefore, a loan, whether repaid or
not, will have a permanent effect on the cash value of the Policy.
    

      Loan  values  will be  determined  as of the Date of Receipt of the loan
request.  For  situations  where a Policy  loan may be  treated  as a  taxable
distribution, SEE "Tax Matters."

SURRENDERS

   
      You may fully or partially  surrender your Policy for all or part of its
cash value to the extent  described below. We will usually pay full or partial
surrenders  of cash value  within seven (7) days after we receive your written
request  at  our  Home  Office.  We  will  determine  the  cash  value  of the
surrendered  amount as of the Date of Receipt of your  request for  surrender.
There may be tax consequences in connection with a full or partial  surrender.
SEE "Tax  Matters."  You must obtain the written  consent of all  assignees or
irrevocable  beneficiaries,  if any,  before we will  process  any request for
surrender.

      We will effect any  surrenders  using the  Variable  Fund  Account  unit
values  next  computed  on the Date of Receipt of your Notice to Us or, in the
case of partial surrenders, your Notice to Us or telephone request. In certain
circumstances, we may postpone the payment of surrenders. SEE "Postponement of
Payments."
    


                                      37

<PAGE>

FULL SURRENDERS

   
      At any time before the Insured's  death and while the Policy is still in
effect,  you may surrender your Policy for its entire cash surrender  value by
sending  Notice to Us. We may require  the return of the  Policy.  We also may
assess a surrender charge. SEE "Surrender  Charges." We sometimes refer to the
net amount you would  receive as the  Policy's  "cash  surrender  value." Your
Policy and all insurance  will terminate on the Date of Receipt of your Notice
to Us.
    

PARTIAL SURRENDERS

   
      After your first  Policy  Year and while your Policy is still in effect,
but before the Insured's death, you may surrender a portion of your Policy for
cash. We will assess an  administrative  processing fee equal to the lesser of
$25 or 2% of the  amount  withdrawn.  You may  direct how you would like us to
withdraw a partial surrender and the  administrative  processing fee from your
current  value  in the  Variable  Fund  Accounts.  If you  do  not  specify  a
withdrawal  allocation,  we  will  withdraw  the  partial  surrender  and  the
administrative  processing  fee from the  Variable  Fund  Accounts in the same
proportion  as each  Account's  value has to the total Policy cash value.  SEE
"Surrender  Charges" and  "Deduction  of  Charges."  You may request a partial
surrender by telephone or by Notice to Us.

      Your Policy's  remaining cash value after a partial surrender may not be
less than an amount  equal to the then  current  surrender  charge  for a full
surrender.
    

      Partial  surrenders and related surrender charges will reduce your death
benefit. SEE "Changing Your Policy's Specified Amount" under "Death Benefit."

TELEPHONE TRANSACTIONS

   
      You may submit  requests  to change  your  premium  payment  allocation,
requests for partial surrenders, requests for loans, and requests for Transfer
of Value among Variable Fund Accounts by telephone.  We will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
and  only  if we  do  not,  will  we be  liable  for  any  losses  because  of
unauthorized or fraudulent  instructions.  We will obtain information prior to
any discussion  regarding your Policy including,  but not limited to: (i) your
USAA number or Policy number,  (ii) your name, and (iii) your social  security
number. In addition, we will record all telephone  communications with you and
will send  confirmations  of all  transactions  to your  address.  Your Policy
automatically  authorizes you to make telephone  transactions,  subject to our
right to modify,  suspend, or discontinue this telephone transaction privilege
at any time without prior notice.  You may decline the option of utilizing the
telephone transaction privilege when filling out your Policy application.
    


                                      38

<PAGE>

FREE LOOK RIGHT

      You may cancel your Policy  within 10 days after  receiving  it, or such
longer  period as state law may require,  by returning  the Policy to us along
with a written request for  cancellation.  Upon its return, we will refund the
greater of your premium payments or the value of the Variable Fund Accounts as
of the Date of Receipt of your  written  request to cancel,  plus any  premium
charge, Monthly Deduction, and mortality and expense charge that we deducted.

POSTPONEMENT OF PAYMENTS

      We may postpone payments of partial surrenders, full surrenders,  Policy
loans, maturity benefits,  death benefits, and Variable Fund Account transfers
beyond seven (7) days whenever:

      1.    the New York Stock Exchange is closed,

      2.    the SEC, by order,  permits  postponement  for the  protection  of
            Policy Owners,  or 3. the SEC requires trading to be restricted or
            declares an emergency.

   
      We reserve the right to defer  payment of any partial  surrenders,  full
surrenders,  Policy  loans or refunds  that  would be  derived  from a premium
payment made by a check until the check has cleared the banking system.
    


                            MORE POLICY INFORMATION

OWNERS AND BENEFICIARIES

OWNERS

      If you are the Owner of the  Policy,  the rights and  privileges  of the
Policy during the lifetime of the Insured belong to you. Generally,  the Owner
is also the Insured, unless a different Owner is designated in the application
or at a later date.

      SUCCESSOR  OWNER. As Owner,  you may designate a successor Owner. If you
die without  designating a successor Owner,  ownership of the Policy will pass
to your estate.

   
      CHANGE OF OWNERSHIP.  As Owner, you may change ownership of your Policy,
at any time,  during the Insured's  lifetime,  by submitting Notice to Us. The
change  will take  effect on the Date of Receipt of the  request.  A change of
ownership  is subject to the rights of an  assignee of record and those of any
irrevocable  beneficiary.  We are not  responsible  for any  payments  made or
actions taken before we receive your Notice to Us.
    


                                      39

<PAGE>

   
      COLLATERAL ASSIGNMENT. As Owner, you may assign the Policy as collateral
security  by  submitting  a Notice to Us. You will need to obtain the  written
consent of any  irrevocable  beneficiaries  and  assignees of record before we
recognize any assignment;  however,  a collateral  assignment takes precedence
over the interest of a revocable beneficiary.  The assignment will take effect
as of the date we receive  your Notice to Us. We are not  responsible  for the
validity or effect of any collateral  assignment,  nor are we responsible  for
any payment or other  action  taken before we receive the Notice to Us. We are
not bound by an assignment until we receive it at our Home Office.

      We will pay any death benefit payable to an assignee in one lump sum. We
will  pay  any   remaining   proceeds  to  the   designated   beneficiary   or
beneficiaries.  A collateral assignee is not an Owner. A collateral assignment
is not a transfer  of  ownership,  unless it is an  absolute  assignment.  All
collateral  assignees  of record must consent to any full  surrender,  partial
surrender,  loan or payment  from a Policy under an  Accelerated  Benefits for
Terminal Illness Rider.  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.  Therefore, you should consult a
qualified tax adviser prior to making an assignment.
    

BENEFICIARIES

      You may name one or more beneficiaries in your Policy  application.  You
may classify beneficiaries as primary, contingent,  revocable, or irrevocable.
If no  primary  beneficiary  survives  the  Insured,  we will  pay the  Policy
proceeds to the contingent beneficiaries. Beneficiaries in the same class will
receive equal payments unless you direct otherwise. A beneficiary must survive
the  Insured  in order  to  receive  his or her  share  of the  death  benefit
proceeds.  If a beneficiary  dies before the Insured  dies,  his or her unpaid
share is  divided  among the  remaining  beneficiaries  of the same  class who
survive the Insured.  If no beneficiary  survives the Insured, we will pay the
proceeds to you, if you are alive, or, if not, to your estate.

   
      CHANGE OF BENEFICIARY.  You may change the beneficiary while the Insured
is living,  by submitting a Notice to Us. You must obtain the written  consent
of  any  irrevocable  beneficiaries  before  we  will  accept  any  change  in
beneficiary.  A change in beneficiary  will take effect on the Date of Receipt
of the  request.  We will not be  responsible  for any payment or other action
taken  before  receipt  of your  Notice to Us.  If we make a payment  of death
benefits  in good faith  before  receiving  the Notice to Us, we will  receive
credit for the payment  against our  liability  under the Policy.  A change of
Beneficiary is subject to the rights of an assignee of record.
    

CALCULATING YOUR COST OF INSURANCE

   
      For  each  Monthly  Anniversary,  we  determine  your  monthly  cost  of
insurance by multiplying  (i) the net amount at risk under your Policy by (ii)
your cost of insurance rate and (iii) dividing the resulting amount by 1000.
    


                                      40

<PAGE>

NET AMOUNT AT RISK

      We determine  the net amount at risk by  subtracting  your Policy's cash
value on any Monthly  Anniversary  from your  Policy's  current  death benefit
(divided by a factor that  discounts the death benefit to the beginning of the
month).  Your  Policy's  death  benefit may be the death  benefit  required to
qualify the Policy as life insurance. SEE "Minimum Amount Insured."

      The net amount at risk may be greater if you have selected death benefit
Option B rather than death benefit Option A. SEE "Death  Benefits."  Since the
death benefit  payable  under Option B is the  Specified  Amount plus the cash
value,  the  difference  between the death  benefit and the cash value will be
greater under Option B than under Option A (unless the Minimum  Amount Insured
applies).  As the net amount at risk will be greater, so the cost of insurance
also will be  greater.  The net amount at risk also may be affected by changes
in your Policy's cash value or in the Specified  Amount.  SEE "Cash Value" and
"Death Benefits."

   
      The net  amount  at risk  for each  Policy  continues  to be  determined
generally  by  subtracting  the Policy's  cash value from the  Policy's  death
benefit (divided by a factor that discounts the death benefit to the beginning
of the month), regardless of whether the death benefit is the Policy's current
Specified  Amount or the Minimum  Amount  Insured.  The cost of insurance rate
applied  against  the net  amount at risk will  continue  to  increase  as the
Insured's age increases.
    

NET AMOUNT AT RISK - MORE THAN ONE RATE CLASS

      If you increase the  Specified  Amount and the rate class  applicable to
the increase is different from that of the initial Specified Amount,  then, in
determining  the cost of  insurance  charge,  the net  amount  at risk will be
calculated  separately for each rate class.  The method of determining the net
amount at risk for each rate class will differ  between Option A and Option B.
If Option A is in effect, the cash value will be apportioned among the initial
Specified  Amount and any increases in Specified  Amount.  The cash value will
first be considered a part of the initial  Specified Amount. If the cash value
is greater than the initial  Specified  Amount,  the balance of the cash value
will then be considered a part of each increase in Specified Amount, beginning
with the first increase.

      If Option B is in effect,  the net amount at risk will be  determined by
the  proportional  relationship  of  the  initial  Specified  Amount  and  the
Specified  Amount  increases  for each new rate  class to the total  Specified
Amount.

      Because the method of  calculating  the net amount at risk is  different
between  Option A and Option B when more than one rate  class is in effect,  a
change in the death  benefit  option may result in a  different  net amount at
risk for each rate class than would have occurred had the death benefit option
not been  changed.  Thus,  the total cost of  insurance  will be  increased or
decreased.


                                      41

<PAGE>

COST OF INSURANCE RATES

   
      Your cost of insurance  rates are based on your  Insured's age, sex, and
rate  class.   Generally,  we  set  cost  of  insurance  rates  based  on  our
expectations as to future mortality  experience.  We apply any changes to cost
of insurance  rates to all persons of the same age,  sex,  and rate class.  We
will give you 30 days'  notice  before any  increase in your  current  cost of
insurance  rates becomes  effective.  We guarantee that your cost of insurance
rates will never be greater than the maximum cost of insurance  rates shown in
your  Policy.  These  guaranteed  rates  are  based on the 1980  Commissioners
Standard Ordinary Mortality Table, and age on the Insured's last birthday.

      The rate class of the Insured will affect your cost of  insurance  rate.
USAA Life currently  places  Insureds into one of three preferred rate classes
or into one of two standard rate classes  involving higher mortality risks. In
an otherwise identical Policy,  Insureds in the preferred rate class will have
a lower cost of insurance  rate than those in a standard  rate class.  We make
all final determinations of an Insured's rate class.
    

MINIMUM AMOUNT INSURED

   
      If higher than the death benefit under Option A or Option B, we will pay
you the Minimum  Amount  Insured.  The Minimum Amount Insured is the amount of
insurance  proceeds that the Internal Revenue Code requires for your Policy to
qualify  as  life  insurance  and to  exclude  the  death  benefit  from  your
beneficiary's  taxable income. You can determine the Minimum Amount Insured by
multiplying  your Policy's cash value  (ignoring the amount of any outstanding
loan and any unpaid  loan  interest)  by a specified  percentage  based on the
Insured's  age. The  specified  percentages,  which  generally  decline as the
Insured gets older, are:

<TABLE>
             MINIMUM INSURED AMOUNT AS A PERCENTAGE OF CASH VALUE
<S>                 <C>          <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>
    INSURED'S       40 or                                                                          95 and
      AGE*          Under        45       50       55       60       65       70       75 to 95     older

   PERCENTAGE       250%         215%     185%     150%     130%     120%     115%     105%        100%

<FN>
*     Last birthday at the beginning of the Policy Year. A more complete table
      appears in your Policy.
</FN>
</TABLE>

      If, prior to the Insured's death,  unexpected increases in your Policy's
cash value  would  cause your  Policy not to  satisfy  Internal  Revenue  Code
requirements, we will increase the death benefit to the Minimum Amount Insured
so that the death  benefit  will be excluded  from the  beneficiary's  taxable
income.
    


                                      42
<PAGE>

THE CONTRACT

      The Policy is a legal contract between you and us. The consideration for
issuing the Policy is:

      1.    completion of the application, and
      2.    payment of the first full premium.

      Your Policy,  your Policy  application,  any supplemental  applications,
riders,  endorsements,  and  amendments  form  the  entire  contract.  We will
consider  statements in the application as representations and not warranties.
We will not use any representation to void your Policy or defend a claim under
your Policy unless it is contained in your written application or supplemental
application.  Only the  president or  secretary of USAA Life has  authority to
change or waive a provision of your Policy, and then only in writing.

   
      All  requests  for  changes to your Policy must be clear and in writing,
and must be received by our Home Office.

      This Policy is subject to the laws of the state  where it is issued.  To
the extent that the Policy may not comply,  it will be interpreted and applied
to comply.
    

INCONTESTABILITY

      We will not  contest a Policy,  or any  increase  in  Specified  Amount,
except  for lapse or fraud,  after the Policy or  increase  has been in effect
during the  Insured's  lifetime for two years.  Any increase in the  Specified
Amount  will  have its own  two-year  contestable  period  beginning  with the
Effective Date of the increase.  During any two-year  contestable  period,  we
have the right to  contest  the  validity  of your  Policy  based on  material
misstatements  made in the application or any  supplemental  application.  The
two-year  contestable  period begins on the Effective Date of your Policy, or,
in the case of an  increase,  on the date the  increase is  approved  and made
effective.

   
      If your  Policy is  reinstated  after  lapse,  it will  have a  two-year
contestable period beginning with the date of reinstatement. If the Policy has
been in force for two years  during the  lifetime of the  Insured,  it will be
contestable only as to statements made in the  reinstatement  application.  If
the Policy has been in force for less than two years,  it will be  contestable
as to statements made in any reinstatement applications as well as the initial
application.

      The  incontestability  provisions  do not  apply to  optional  insurance
benefits  added  to  your  Policy  by  rider.  Each  rider  contains  its  own
incontestability provision.
    

      If we contest and rescind  your Policy,  you will receive your  premiums
paid, less any Indebtedness and any previous partial surrenders.


                                      43

<PAGE>

MISSTATEMENT OF AGE OR SEX

   
      Age  means  the  Insured's  age  on his or  her  last  birthday.  If the
Insured's age or sex has been misstated on the application or any supplemental
application, we will adjust the cash value and death benefit to those based on
the correct Monthly Deductions since the Policy's Effective Date.
    

SUICIDE EXCLUSION

   
      Your Policy does not cover suicide by the Insured, while sane or insane,
during the first two years after the Policy's  Effective  Date. If the Insured
commits  suicide during this period,  our sole liability will be to refund all
premiums paid, less any Indebtedness and previous partial surrenders.  We will
not pay any death benefit in those circumstances.
    

      If your  Policy  lapses and is later  reinstated,  we will  measure  the
two-year suicide exclusion period from the Effective Date of reinstatement. If
you increase  your  Policy's  Specified  Amount,  we will measure the two-year
suicide exclusion period for the increase from the increase's  Effective Date.
If the Insured dies as a result of suicide (whether sane or insane) during the
separate two-year suicide exclusion period, we will only pay the death benefit
attributable to the initial  Specified  Amount (on which the two-year  suicide
exclusion  period has expired).  We will refund the premium  payments less any
Indebtedness  and any partial  surrenders  attributable to the increase in the
Specified Amount.

NON-PARTICIPATING POLICY

      Your  Policy is  "non-participating,"  which means you will not share in
any of our  profits or surplus  earnings.  We will not pay  dividends  on your
Policy.

REPORTS AND RECORDS

   
      We will  maintain  all records  relating to the Policy and the  Separate
Account. We will mail to you a Policy annual statement showing:

      (1) the amount of death benefit;
      (2) the cash value;
      (3) any Indebtedness;
      (4) any loan interest charge;
      (5) any loan repayment since the last annual statement;
      (6) any partial surrender since the last annual statement;
      (7) all premium payments since the last annual statement;
    


                                      44

<PAGE>

   
      (8) all deductions and charges since the last annual statement; and,
      (9) other  pertinent  information  required  by  any  applicable  law or
          regulation, or that we deem helpful to you.

      We  will  mail  the   statement   within  30  days  after  the  Policy's
anniversary,  or,  at our  discretion,  within  30 days  after the end of each
calendar year showing  information as of a date not more than 60 days prior to
the mailing of the annual  statement.  We also will send you periodic  reports
for the Funds that correspond to the Variable Fund Accounts,  periodic reports
for the Separate Account, and any other information,  as required by state and
federal law.

      We will mail confirmation  notices (or other  appropriate  notification)
promptly at the time of the following transactions:

      (1) Policy issue;
      (2) receipt of premium payments;
      (3) transfers among Variable Fund Accounts;
      (4) change of premium allocation;
      (5) change of death benefit option;
      (6) increases or decreases in Specified Amount;
      (7) partial surrenders; 
      (8) receipt of loan repayments; and,
      (9) reinstatement.
    


                            PERFORMANCE INFORMATION

      From time to time, we may quote performance information for the Variable
Fund Accounts of the Separate Account in advertisements,  sales literature, or
reports to Owners or prospective investors.

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

      We may compare a Variable Fund  Account's  performance  to that of other
variable  life  separate  accounts  or  investment  products,  as  well  as to
generally  accepted  indices or analyses,  such as those  provided by research
firms and rating services.  In addition,  we may use performance  ratings that


                                      45

<PAGE>

may  be  reported  periodically  in  financial  publications,  such  as  MONEY
MAGAZINE,  FORBES,  BUSINESS WEEK, FORTUNE,  FINANCIAL PLANNING,  and THE WALL
STREET  JOURNAL.  We also  may  advertise  ratings  of USAA  Life's  financial
strength or claims-paying ability as determined by firms that analyze and rate
insurance   companies  and  by  nationally   recognized   statistical   rating
organizations.

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


                               OTHER INFORMATION

USAA LIFE

   
      USAA  Life is a stock  insurance  company  incorporated  in the State of
Texas in June 1963. USAA Life is principally engaged in writing life insurance
policies,  health  insurance  policies,  and annuity  contracts.  USAA Life is
authorized to transact  insurance  business in all states of the United States
(except New York) and the  District of Columbia.  USAA Life on a  consolidated
basis prepared in accordance  with Generally  Accepted  Accounting  Principles
("GAAP") had total assets of $7,174,411,000 on December 31, 1997. USAA Life is
a wholly-owned  stock  subsidiary of USAA. The commitments  under the Policies
are USAA Life's, and USAA has no legal obligation to back those commitments.
    

      USAA Life is the  depositor  administering  the Separate  Account.  USAA
Life's obligations as depositor of the Separate Account may not be transferred
without  notice to and consent of the Owners.  USAA Life also issues  variable
annuity contracts through another separate account, which is also a registered
investment  company.  In addition,  USAA Life serves as transfer  agent of the
USAA Life Investment Trust.

      DIRECTORS OF USAA LIFE.  USAA Life is managed by its Board of Directors,
described below, all of whom are also officers of either USAA or USAA Life and
have the same principal  business  address as USAA Life, as shown on the front
cover page of this Prospectus.

<TABLE>
<CAPTION>
 Name                               Principal Occupation (Past Five Years)
 ----                               -------------------------------------
<S>                                 <C>
Edwin L. Rosane                     Vice Chairman, Chief Executive
                                    Officer/President.

Robert G. Davis                     Chairman since June 1997; prior thereto,
                                    Director since December 1996; Chief
                                    Executive Officer and President of USAA
                                    CAPCO since December 1996; prior thereto,


                                      46

<PAGE>

                                    Special Assistant to CEO, USAA, since June
                                    1996; prior thereto, Chief Executive
                                    Officer and President of Bank One,
                                    Columbus, since 1991.

Bradford W. Rich                    Director, General Counsel & Secretary;
                                    Senior Vice President, USAA, since January
                                    1996; prior thereto, Senior Vice President
                                    and Special Assistant to CEO, USAA, since
                                    December 1995; prior thereto, Executive
                                    Vice President and General Counsel, ACE
                                    Limited.

Josue Robles, Jr.                   Director; Senior Vice President, Chief
                                    Financial Officer/Treasurer, USAA, since
                                    August 1995; prior thereto, Senior Vice
                                    President, Chief Financial
                                    Officer/Controller, USAA, since September
                                    1994; prior thereto, Special Assistant to
                                    Chairman, USAA, since July 1994; prior
                                    thereto, Active Service with U.S. Army
                                    since 1966.

Michael J.C. Roth                   Director; Chief Executive Officer and
                                    President, USAA IMCO, since October 1993
                                    and January 1990, respectively.

Janice E.  Marshall                 Director since June 1997; President, USAA
                                    Buying Services, since March 1996, prior
                                    thereto, Senior Vice President, Central
                                    Region & Regional Services, USAA P&C,
                                    since November 1994, prior thereto,
                                    Regional Vice President, USAA P&C, since
                                    January 1993.

William B. Tracy                    Director since June 1997; Senior Vice
                                    President, Human Resources, USAA, since
                                    June 1988.

Donald R.  Walker                   Director since June 1997; Chief
                                    Information Officer, USAA, and President &
                                    CEO, USAA ITCO, since January 1996; prior
                                    thereto, Special Assistant to Chairman,
                                    USAA, since November 1995; prior thereto,
                                    Active Duty with U.S. Air Force since
                                    1966.
</TABLE>

      OFFICERS (OTHER THAN DIRECTORS). The senior officers of USAA Life, other
than the Directors named above, and the officers responsible for variable life
operations are described below. The principal business address of each person
listed is same as the address of USAA Life, as shown on the cover page of this
Prospectus.

<TABLE>
<CAPTION>
 Name                               Principal Occupation (Past Five Years)
 ----                               -------------------------------------
<S>                                 <C>
John W. Douglas                     Senior Vice President, Life & Health
                                    Operations, since January 1997; prior
                                    thereto, Senior Vice President, Life &
                                    Health Marketing, since January 1995;
                                    prior thereto, Senior Vice President, Life
                                    & Health Marketing, since 1990.


                                      47

<PAGE>

Kenneth A. McClure                  Senior Vice President, Life & Health
                                    Marketing, since January 1997; prior
                                    thereto, Senior Vice President, Life &
                                    Health Operations, since January 1995;
                                    prior thereto, Senior Vice President, Life
                                    & Health Operations, since August 1992.

James A. Robinson                   Treasurer/Senior Vice President, Finance,
                                    since April 1992.

Edward R. Dinstel                   Vice President, Life & Health
                                    Underwriting/Issue, since July 1991.

Larkin W. Fields                    Vice President, Life Marketing Services,
                                    since November 1995; prior thereto, Vice
                                    President, Corporate Actuary, since
                                    September 1994; prior thereto, Vice
                                    President, Accounting, August 1993; prior
                                    thereto, Assistant Vice President,
                                    Operating Accounting, since May 1990.

Robert J. Flannery                  Vice President, Actuarial Valuation, since
                                    January 1998; Vice President,
                                    Actuary-Annuities & Life Products, since
                                    March 1997; prior thereto, Vice President,
                                    Actuary, since March 1994; prior thereto,
                                    Assistant Vice President, Life Products
                                    Actuary, since September 1988.

Richard T. Halinski, Jr.            Assistant Secretary; Vice President and
                                    Managing Attorney of Life & Health, USAA,
                                    since November 1994; prior thereto,
                                    Assistant Vice President and Managing
                                    Attorney of Life & Health, USAA, since
                                    November 1990.

Ronald W. Holtkamp                  Vice-President-Assistant Treasurer; Senior
                                    Vice President-Senior Financial Officer,
                                    Financial Service Center, USAA, since
                                    December 1997; prior thereto Senior Vice
                                    President, Controller, USAA, since June
                                    1989.

King Mawhinney                      Vice President, Life Sales since May 1997;
                                    prior thereto, Vice President, Health
                                    Insurance, since September 1994; prior
                                    thereto, Assistant Vice President, Health
                                    Insurance, since December 1992.

Pattie S. McWilliams                Vice President, Life/Annuity Service &
                                    Claims, since September 1993; prior
                                    thereto, Assistant Vice President, Policy
                                    Owner Services, since May 1988.

James M. Middleton                  Vice President, Systems Integration &
                                    Program Control, since September 1997;
                                    prior thereto, Assistant Vice President,


                                      48

<PAGE>

                                    Systems Integration & Analysis, since
                                    March 1994; prior thereto, Executive
                                    Director, Systems Integration & Program
                                    Control, since 1992.

Stephen N. Patzman                  Vice President, Corporate Actuary since
                                    November 1995; prior thereto, Vice
                                    President, Operational Accounting, since
                                    September 1994; prior thereto, Assistance
                                    Vice President, Actuary, since July 1979.

Leldon W. (Jack) Ward               Vice President, Health Insurance since May
                                    1997; prior thereto, Vice President, Life
                                    Sales, Life & Health Marketing, since
                                    January 1996; prior thereto, Assistant
                                    Vice President, USAA Life General Agency,
                                    since December 1992.

Dwain A. Akins                      Assistant Secretary; Assistant Vice
                                    President and Managing Attorney of Life &
                                    Health Insurance Counsel, USAA, since
                                    November 1994; prior thereto, Executive
                                    Director and Managing Attorney, Life &
                                    Health Insurance Counsel, USAA, since
                                    February 1991.

Bruce W. Clements                   Assistant Vice President-Deputy General
                                    Counsel and Assistant Secretary; Senior
                                    Vice President for P&C Counsel, USAA,
                                    since September 1997; prior thereto, Vice
                                    President-Deputy General Counsel, USAA,
                                    since June 1991.

       

Allen R. Pierce                     Assistant Vice President, Actuary -
                                    reinsurance, Specialty Markets and Life
                                    Insurance, since January 1998; Assistant
                                    Vice President, Actuarial Support &
                                    Management Accounting Products and other
                                    related departments, since September 1994;
                                    prior thereto, Executive Director, since
                                    1992.

   
Michael A. Moczygemba               Assistant Vice President, Market Planning,
                                    since May 1998; prior thereto, Executive
                                    Director, Market Planning, since June
                                    1996; prior thereto, Director, Market
                                    Planning & Analysis, Corporate Plans,
                                    since October 1991.

Layne C. Reotzel                    Assistant Vice President, Plans &
                                    Administration, since May 1998; prior
                                    thereto, Executive Director/Controller, La
    


                                      49

<PAGE>

   
                                    Cantera Development Company, since March
                                    1997; prior thereto, Director, Financial
                                    Statement Reporting, USAA Life, since
                                    September 1995; prior thereto, Co-Project
                                    Manager, CLAS/LIS Project, since October
                                    1995; prior thereto, Director, Management
                                    Accounting, since December 1992.
</TABLE>
    

      You  should  also  review  the  accompanying  Fund  prospectuses  for  a
description of the management of the Funds.

SEPARATE ACCOUNT

      The Separate  Account was  established  by a resolution  of the Board of
Directors of USAA Life as a separate account on January 20, 1998. The Separate
Account is organized as a unit  investment  trust and registered  with the SEC
under  the  Investment  Company  Act of 1940.  Registration  does not  involve
supervision of the management of the Separate Account by the SEC.

      The assets of the Separate Account are the property of USAA Life and are
held for the  benefit of the Owners and other  persons  entitled  to  payments
under Policies issued through the Separate Account. The assets of the Separate
Account equal to the reserves and other  liabilities  of the Separate  Account
are not chargeable with  liabilities  that arise from any other business which
USAA Life may conduct.

      The  Separate  Account is divided  into  Variable  Fund  Accounts,  each
representing  a  different  investment  objective.  Net Premium  Payments  are
allocated to the Variable Fund Accounts in accordance with your  instructions.
SEE "Investment  Options." Each Variable Fund Account  invests  exclusively in
the shares at the net asset value of a Fund.  Income and gains and losses from
assets in each Variable Fund Account are credited to, or charged against, that
Variable Fund Account without regard to income,  gains, or losses in the other
Variable Fund Accounts.

POLICY DISTRIBUTION

   
      We intend to sell the Policy in all states in which we are  licensed and
the District of  Columbia.  USAA IMCO,  located at 10750  Robert F.  McDermott
Freeway, San Antonio,  Texas 78288, is the principal underwriter  distributing
the  Policy.  USAA  IMCO,  a  Texas  corporation  organized  in May  1970,  is
registered  with  the  SEC  under  the  Securities  Exchange  Act of 1934 as a
broker-dealer  and  is  an  active  member  of  the  National  Association  of
Securities Dealers, Inc.
    

      The Policy will be sold by licensed life insurance sales representatives
who are also registered representatives of USAA IMCO. These licensed insurance
sales  representatives  are salaried  employees and receive neither direct nor


                                      50

<PAGE>

indirect  commissions  nor  any  renewal  commissions  from  the  sale  of the
policies.

   
      USAA IMCO serves as principal  underwriter for the Policies  pursuant to
an amended and restated  Distribution and  Administration  Agreement with USAA
Life dated March 30,  1998.  Pursuant to this  agreement,  USAA Life bears the
cost of the  salaries of the sales  representatives  who sell the policies and
substantially all other distribution  expenses of the Policies.  The agreement
terminates  upon its assignment or upon at least ninety days' notice by either
party. USAA IMCO also serves as principal  underwriter and investment  adviser
for the following other registered investment companies: USAA Tax Exempt Fund,
Inc., USAA  Investment  Trust,  USAA State Tax-Free  Trust,  USAA Mutual Fund,
Inc., USAA Life Investment  Trust. In addition,  USAA IMCO serves as principal
underwriter  for the Separate  Account of USAA Life,  a registered  investment
company.
    

TAX MATTERS

      The following is a discussion of certain federal income tax matters.  We
do not intend this to be tax advice, nor does the following summary purport to
be complete or to cover all  situations.  You should  consult your counsel and
other competent advisers for more complete information.

      The individual situation of each Owner or beneficiary will determine how
ownership  or receipt of Policy  proceeds  will be treated for purposes of the
federal estate tax, the state inheritance tax and other taxes.

TAXATION OF POLICY PROCEEDS

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

      GENERAL. A 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 (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


                                      51

<PAGE>

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

      The federal income tax  consequences of a distribution  from your Policy
can be  affected  by  whether  your  Policy is  determined  to be a  "modified
endowment  contract" (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'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


                                      52

<PAGE>

current  federal  income tax.  Interest on the loan  generally will not be tax
deductible.

      After the first 15 Policy Years,  the proceeds from a partial  surrender
will not be subject to federal  income tax except to the extent such  proceeds
exceed  your  "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 or a reduction in insurance  coverage could
be subject to federal income tax, under a complex formula,  to the extent that
your cash 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'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 cash
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.


                                      53

<PAGE>

      Distributions  that  occur  during a Policy  Year in which  your  Policy
becomes a modified endowment contract, and during any subsequent Policy Years,
will be taxed as  described  in the two  preceding  paragraphs.  In  addition,
distributions  from a Policy  within  two years  before it  becomes a modified
endowment contract also will be subject to tax in this manner. This means that
a distribution  made from a Policy that is not a modified  endowment  contract
could  later  become  taxable  as a  distribution  from a  modified  endowment
contract. The Treasury Department has been 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,  if the payee has an insurable interest in the Insured's life because
the  Insured is a  director,  officer or employee of the payee or by reason of
the Insured 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 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.  USAA
Life  reserves the right to amend the  Policies in any way  necessary to avoid
any such result.  As of the date of this  Prospectus,  no such guidelines have
been issued,  although the Treasury  Department has informally  indicated that
any  such  guidelines  could  limit  the  number  of  investment  funds or the
frequency  of  transfers  among such funds.  These  guidelines  may apply only
prospectively,  although retroactive application is possible if such standards
are considered not to embody a new position.


                                      54

<PAGE>

      ESTATE  AND  GENERATION  SKIPPING  TAXES.  If the  Insured is the Policy
Owner,  the death benefit  under a 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 (increasing annually,  beginning in 1999,
to $1  million  in 2006 and  thereafter)  will not 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.

      If the Owner of the Policy is not the Insured, and the Owner dies before
the Insured,  the value of the Policy,  as determined  under Internal  Revenue
Service  regulations,  is  includable  in the  federal  gross of the Owner for
federal estate tax purposes.  Whether a federal estate tax is payable  depends
on a variety of factors, including those listed in the preceding paragraph.

      The  particular  situation of each Owner,  Insured 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 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 cash value will not be subject to federal  income tax.  However,  the
Policy's  cash 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


                                      55

<PAGE>

purchased by a tax qualified plan. You should consult a qualified tax adviser.

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

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

       

      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, 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.

TAXATION OF USAA LIFE

      USAA Life is taxed as a life insurance  company under federal income tax
laws.  USAA Life does not  initially  expect  to incur any  income  tax on the
earnings or the realized capital gains  attributable to the Separate  Account.
If, in the future,  USAA Life determines  that the Separate  Account may incur
federal income taxes, then it may assess a charge against the Separate Account
Variable  Fund  Accounts for those taxes.  Any charge will reduce the Policy's
cash value.

   
      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 cash value is invested may elect to
pass through to USAA Life taxes  withheld by foreign taxing  jurisdictions  on
foreign  source  income.  Such an election will result in  additional  taxable
income  and income tax to USAA Life.  The  amount of  additional  income  tax,
    


                                      56

<PAGE>

   
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 USAA
Life.
    

STATE REGULATION OF USAA LIFE

      USAA Life, a stock life insurance  company  organized  under the laws of
Texas,  is subject to  regulation by the Texas  Department  of  Insurance.  An
annual  statement is filed with the Texas Department of Insurance on or before
March 1st of each year covering the  operations and reporting on the financial
condition of USAA Life as of December 31 of the preceding year.  Periodically,
the  Commissioner  of Insurance  examines the liabilities and reserves of USAA
Life and the Separate Account and certifies their adequacy.

      In addition,  USAA Life is subject to the insurance laws and regulations
of all other states and  jurisdictions  where it is licensed.  Generally,  the
Insurance Department of any other state applies the laws of the state of Texas
in determining USAA Life's permissible investments.

LEGAL MATTERS

      Freedman, Levy, Kroll, and Simonds,  Washington,  D.C., has advised USAA
Life on certain  federal  securities  law  matters.  All  matters of Texas law
pertaining to the Policy, including the validity of the Policy and USAA Life's
right to issue the Policy under Texas  insurance law, have been passed upon by
Dwain A. Akins, Assistant Vice President and Assistant Secretary of USAA Life.

   
      We are not involved in any legal proceedings that may involve the assets
of the  Separate  Account nor are we involved  in any legal  proceedings  of a
material nature involving our own assets.
    

EXPERTS

   
      The  consolidated  financial  statements of USAA Life as of December 31,
1997 and  1996,  and for  each of the  years in the  three-year  period  ended
December 31, 1997,  have been included in this Prospectus in reliance upon the
report of KPMG Peat Marwick LLP,  independent  certified  public  accountants,
included  elsewhere herein,  and upon the authority of said firm as experts in
accounting and auditing.
    


                                      57

<PAGE>

REGISTRATION STATEMENT

      USAA Life has filed a registration statement under the Securities Act of
1933 with the SEC relating to the offering described in this Prospectus.  This
Prospectus does not contain all the information set forth in the  registration
statement and amendments  thereto and the exhibits  filed as part thereof,  to
all of which  reference is hereby made for additional  information  concerning
the Separate Account, USAA Life and the Policies.

   
      The  exhibits  to  the   registration   statement   include  a  form  of
hypothetical  illustration  of the  Policy  that  shows how cash  value,  cash
surrender  value,  and the death benefit could vary over an extended period of
time assuming hypothetical gross rates of return (I.E.,  investment income and
capital  gains and  losses,  realized  or  unrealized)  for the Funds equal to
annual rates of 0%, 6%, and 12%, Insureds in the rate class  illustrated,  and
based on current and guaranteed Policy charges.

      The additional  information contained in the registration  statement may
be obtained at the SEC's main office in Washington,  D.C., upon payment of the
prescribed fees.
    

FINANCIAL STATEMENTS

      You should consider the consolidated  financial  statements of USAA Life
only  as  bearing  on the  ability  of  USAA  Life  to  meet  its  contractual
obligations under the Policies. They do not bear on the investment performance
of the Separate Account.  This Prospectus contains no financial statements for
the  Separate  Account,  which  commenced  operations  as of the  date of this
Prospectus.

       


                                      58

<PAGE>

   

KPMG Peat Marwick LLP
112 East Pecan, Suite 2400
San Antonio, TX 78205-1585


                         Independent Auditors' Report

The Board of Directors
USAA LIFE INSURANCE COMPANY:

We have  audited the  accompanying  consolidated  balance  sheets of USAA LIFE
INSURANCE  COMPANY  as of  December  31,  1997,  and  1996,  and  the  related
consolidated  statements of income,  stockholders'  equity, and cash flows for
each of the years in the  three-year  period ended  December  31, 1997.  These
consolidated  financial  statements  are the  responsibility  of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that we plan and  perform  the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial  statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made by  management,  as well as evaluating  the overall  financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our  opinion,  the  consolidated  financial  statements  referred  to above
present fairly, in all material respects,  the financial position of USAA LIFE
INSURANCE  COMPANY as of December 31, 1997, and 1996, and the results of their
operations and their cash flows for each of the years in the three-year period
ended  December 31, 1997 in  conformity  with  generally  accepted  accounting
principles.

March 20, 1998                                   /s/KPMG PEAT MARWICK LLP

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                          Consolidated Balance Sheets

                          December 31, 1997 and 1996

                            (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                              1997                 1996
                                                              ----                 ----
<S>                                                        <C>                  <C>
ASSETS
Investments:
  Debt securities, at amortized cost                       $ 1,245,257            1,471,707
  Debt securities, at fair value                             4,869,912            4,119,664
  Equity securities, at fair value                             352,863              313,068
  Mortgage loans                                                 4,462                4,746
  Policy loans                                                 130,246              118,683
                                                           ------------         ------------
    Total investments                                        6,602,740            6,027,868

Cash and cash equivalents                                       39,642                9,444
Premium balances receivable                                      2,899                1,655
Accounts receivable - affiliates                                    50                   20
Furniture and equipment                                          1,403                1,156
Accrued investment income                                       78,929               71,636
Deferred policy acquisition costs                              207,090              189,298
Deferred tax                                                    22,230               28,244
Other assets                                                    34,631               20,712
Separate account assets                                        184,797               93,804
                                                           ------------         ------------
    Total assets                                           $ 7,174,411            6,443,837
                                                           ============         ============
LIABILITIES
Insurance reserves                                         $   992,983              811,413
Funds on deposit                                             5,097,272            4,763,093
Accounts payable and accrued expenses                           87,315               34,295
Accounts payable - affiliates                                   12,072               13,441
Other liabilities                                               55,099               57,107
Separate account liabilities                                   184,797               93,804
                                                           ------------         ------------
    Total liabilities                                        6,429,538            5,773,153
                                                           ------------         ------------
STOCKHOLDERS' EQUITY
Preferred capital stock, $100 par value;
  1,200,000 shares authorized (600,000 in 1996);
  600,000 shares     issued and outstanding                     60,000               60,000
Common capital stock, $100 par value;
  30,000 shares authorized; 25,000 shares
  issued and outstanding                                         2,500                2,500
Additional paid-in capital                                      51,408               51,408
Net unrealized gains on investments                             33,403               22,300
Retained earnings                                              597,562              534,476
                                                           ------------         ------------
    Total stockholders' equity                                 744,873              670,684
                                                           ------------         ------------
    Total liabilities
    and stockholders' equity                               $ 7,174,411            6,443,837
                                                           ============         ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      1

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                       Consolidated Statements of Income

                 Years ended December 31, 1997, 1996, and 1995

                            (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                      1997           1996           1995
                                                      ----           ----           ----
<S>                                                <C>            <C>            <C>
REVENUES
Premiums                                           $ 355,825        337,442        305,898
Investment income, net                               452,104        428,161        406,922
Fees, sales and loan income                            9,403          8,752          8,345
Net realized investment gains                         43,524         13,773          1,748
Other revenues                                        31,315         13,335         14,587
                                                   ----------     ----------     ----------
    Total revenues                                   892,171        801,463        737,500
                                                   ----------     ----------     ----------

BENEFITS AND EXPENSES
Losses, benefits and settlement expenses             542,880        498,341        462,032
Deferred policy acquisition costs                     11,898          6,071          3,915
Dividends to policyholders                            53,082         53,691         45,588
Other operating expenses                             117,354        122,474        124,318
                                                   ----------     ----------     ----------

    Total benefits and expenses                      725,214        680,577        635,853
                                                   ----------     ----------     ----------

    Income before income taxes                       166,957        120,886        101,647
                                                   ----------     ----------     ----------

Federal income tax expense (benefit):
  Current                                             57,799         37,090         38,447
  Deferred                                            (1,674)        (1,494)        (3,107)
                                                   ----------     ----------     ----------

    Total Federal income tax expense                  56,125         35,596         35,340
                                                   ----------     ----------     ----------

        Net income                                 $ 110,832         85,290         66,307
                                                   ==========     ==========     ==========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      2

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                Consolidated Statements of Stockholders' Equity

                 Years ended December 31, 1997, 1996, and 1995

                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                     1997           1996           1995
                                                                     ----           ----           ----
<S>                                                               <C>            <C>            <C>
CAPITAL
Balance at beginning of year                                      $ 113,908         93,908         93,908
Issuance of preferred stock                                               -         20,000              -
                                                                  ----------     ----------     ----------
    End of year                                                     113,908        113,908         93,908
                                                                  ----------     ----------     ----------

RETAINED EARNINGS
Beginning of year                                                   534,476        465,016        418,310
Net income                                                          110,832         85,290         66,307
Dividends to stockholders                                           (47,746)       (15,830)       (19,601)
                                                                  ----------     ----------     ----------
    End of year                                                     597,562        534,476        465,016
                                                                  ----------     ----------     ----------

NET UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Beginning of year                                                    22,300         16,446        (38,607)
Increase (decrease) in net unrealized
  gains (losses) on investments                                      11,103           (398)        55,053
Transfer of unrealized capital gains on separate account                  -          6,252              -
                                                                  ----------     ----------     ----------
    End of year                                                      33,403         22,300         16,446
                                                                  ----------     ----------     ----------
NET UNREALIZED GAINS ON SEPARATE ACCOUNT
Beginning of year                                                         -         13,072              -
Increase (decrease) in net unrealized
    gains on separate account                                             -         (6,820)        13,072
Transfer of unrealized capital gains on separate account                  -         (6,252)             -
                                                                  ----------     ----------     ----------
    End of year                                                           -              -         13,072
                                                                  ----------     ----------     ----------
    Total stockholders' equity                                    $ 744,873        670,684        588,442
                                                                  ==========     ==========     ==========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      3

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                     Consolidated Statements of Cash Flows

                 Years ended December 31, 1997, 1996, and 1995

                            (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                                      1997             1996             1995
                                                                      ----             ----             ----
<S>                                                               <C>              <C>              <C>
Cash from operating activities:
  Net income                                                      $   110,832           85,290           66,307
  Adjustments to reconcile net income to net
  cash provided by operating activities:
    Net realized investment gains                                     (43,524)         (13,773)          (1,748)
    Non-cash investment income                                        (13,148)          (5,185)               -
    (Increase) in deferred policy acquisition costs                   (19,938)         (17,728)         (18,993)
    Depreciation and amortization                                      (7,951)          (5,442)          (5,298)
    Deferred income tax benefit                                        (1,974)          (1,494)          (3,107)
    (Increase) in premium balances receivable                          (1,244)             (44)            (346)
    (Increase) in accounts receivable-affiliate                           (30)             (20)               -
    (Increase) in accrued investment income                            (7,292)         (12,213)          (7,171)
    (Increase) Decrease in other assets                               (14,583)          (8,495)           6,197
    Increase in insurance reserves                                    102,790           78,926           65,721
    Increase (Decrease) in accounts payable and
      accrued expense                                                  53,022          (20,126)           8,852
    Increase (Decrease) in accounts payable-affiliates                 (1,370)           3,379            3,394
    Increase (Decrease) in other liabilities                              432            7,089           (4,712)
    Other                                                              (3,016)             759               40
                                                                  ------------     ------------     ------------
      Net cash provided by operating
      activities                                                      153,306           90,923          109,136
                                                                  ------------     ------------     ------------
Cash flows from investing activities:
  Proceeds from sales and maturities of
    available-for-sale securities                                     370,972          587,945          420,818
  Proceeds from maturities of held-to-maturity
    securities                                                        117,667          106,504          184,729
  Proceeds from principal collections on
    investments                                                       271,471          351,540          292,673
  Other investments sold                                                  948            1,123              934
  Retirement of notes receivable                                            -                -           30,000
  Securities purchased - available-for-sale                        (1,181,564)      (1,460,349)      (1,313,784)
  Other investments purchased                                            (165)            (451)          (1,382)
  Investment in variable annuity separate account                           -           87,280          (81,000)
                                                                  ------------     ------------     ------------
      Net cash used in investing activities                          (420,671)        (326,408)        (467,012)
                                                                  ------------     ------------     ------------
Cash flows from financing activities:
  Deposits and interest credited to funds
    on deposit                                                        742,374          571,941          655,626
  Withdrawals from funds on deposit                                  (419,611)        (362,658)        (344,774)
  Proceeds from issuance of preferred stock                                 -           20,000                -
  Dividends to stockholders                                           (25,200)         (15,830)         (19,601)
                                                                  ------------     ------------     ------------
      Net cash provided by financing activities                       297,563          213,453          291,251
                                                                  ------------     ------------     ------------
    Net increase (decrease) in cash and cash
      equivalents                                                      30,198          (22,032)         (66,625)
Cash and cash equivalents at beginning of year                          9,444           31,476           98,101
                                                                  ------------     ------------     ------------
      Cash and cash equivalents at end of year                    $    39,642            9,444           31,476
                                                                  ============     ============     ============
</TABLE>

Significant Non-Cash Financing Activities:
In  1997,  the  Company  declared  and  paid a  dividend  to  stockholders  by
transferring  equity  securities  with a fair  value  of  $22,546,  a cost  of
$11,560, and recognized a gain of $10,986.

See accompanying notes to consolidated financial statements.


                                      4

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (a)   ORGANIZATION

            USAA  LIFE  INSURANCE  COMPANY  (the  Company)  is a  wholly-owned
            subsidiary of UNITED SERVICES  AUTOMOBILE  ASSOCIATION (USAA). The
            Company  markets  individual  life  insurance  policies,   annuity
            contracts,  and individual and group accident and health  policies
            primarily to  individuals  eligible for  membership  in USAA.  The
            Company is licensed to do  business  in all states  including  the
            District of Columbia  but  excluding  New York.  The Company has a
            subsidiary  company  (USAA  Life  Insurance  Company  of New York)
            licensed to sell Life and  Annuity  contracts  in that state.  The
            Company's   other  business  (USAA  Life  General  Agency)  offers
            additional products of other insurance companies requested by USAA
            membership,  which are not sold by the Company.  The  consolidated
            financial  statements  include the accounts of the Company and its
            subsidiaries.    All   significant   intercompany   balances   and
            transactions have been eliminated in consolidation.

      (b)   INVESTMENTS

            Debt  securities,   including  bonds,  mortgage-backed  securities
            (MBS's),  and redeemable preferred stocks, have been classified as
            either  held-to-maturity  or  available-for-sale.  Debt securities
            classified  as  held-to-maturity  are carried at  amortized  cost.
            Securities  classified as  available-for-sale  are carried at fair
            value with  unrealized  gains or losses  (net of related  deferred
            income  taxes,  deferred  policy  acquisition  costs,  and  future
            policyholder benefits) reflected in stockholders' equity.

            Bonds,  at amortized cost of  approximately  $281,206,  and $2,876
            were on  deposit  with  various  state  governmental  agencies  at
            December  31,  1997,  and  1996  respectively.  When  the New York
            subsidiary was formed in 1997, the Company withdrew its license in
            the  State  of New  York.  To be in  compliance  with the New York
            Regulation  109, the 1997 deposits  include  $278,333 held for the
            security of the New York policyholders.

            Mortgage-backed  securities held represent participating interests
            in pools of long term first mortgage loans originated and serviced
            by  the  issuers  of  the   securities.   Market   interest   rate
            fluctuations  can affect the prepayment speed of principal and the
            yield on the securities.

            All equity  securities,  which  include  common and  nonredeemable
            preferred  stocks,  have been  classified  as  available-for-sale.
            Equity  securities are carried at fair value with unrealized gains
            or losses (net of related  deferred income taxes,  deferred policy
            acquisition costs, and future policyholder  benefits) reflected in
            stockholders' equity.

            Real estate mortgages and policy loans are carried at their unpaid
            principal balances with interest rates ranging from 4.80% to 10.0%
            at December 31, 1997.

            Short-term securities are carried at cost.

            Interest is not accrued on debt  securities or mortgage  loans for
            which  principal  or  interest   payments  are  determined  to  be
            uncollectible.

            Realized  gains and losses are  included in net income  based upon
            specific identification of the investment sold. When impairment of
            the  value  of  an  investment  is  considered  to be  other  than
            temporary,   a  provision  for  the  writedown  to  estimated  net
            realizable value is recorded.

                                                                   (Continued)


                                      5

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


      (c)   CASH AND CASH EQUIVALENTS

            For  purposes of the  consolidated  statement  of cash flows,  all
            highly  liquid  marketable  securities  that  have a  maturity  at
            purchase of three months or less and money market mutual funds are
            considered to be cash equivalents.  At December 31, 1997 and 1996,
            cash and cash equivalents include $268, and $362, respectively, of
            separate account purchases awaiting reinvestment.  These funds are
            restricted from the Company's use.

      (d)   FEDERAL INCOME TAXES

            The Company and its  subsidiaries are included in the consolidated
            Federal  income tax return filed by USAA.  Taxes are  allocated to
            the  separate   companies  of  USAA  based  on  a  tax  allocation
            agreement,  whereby  companies  receive a current  benefit  to the
            extent  their  losses  are  utilized  by the  consolidated  group.
            Separate company current taxes are the higher of taxes computed at
            a 35% rate on regular  taxable  income or taxes  computed at a 20%
            rate on  alternative  minimum  taxable  income,  adjusted  for any
            consolidated  benefits allocated to the companies based on the use
            of separate company losses within the group.

            Deferred  income taxes are recognized for the tax  consequences of
            "temporary  differences" by applying  enacted  statutory tax rates
            applicable  to future years to  differences  between the financial
            statement  carrying  amounts and the tax bases of existing  assets
            and  liabilities.  The effect on deferred income taxes of a change
            in tax rates is  recognized  in income in the period that includes
            the enactment date.

      (e)   FAIR VALUE OF FINANCIAL INSTRUMENTS

            The fair value  estimates of the Company's  financial  instruments
            were made at a point in time, based on relevant market information
            about the related  financial  instrument.  These  estimates do not
            reflect any premium or discount  that could  result from  offering
            for sale at one time the Company's  entire holding of a particular
            financial instrument.  In addition,  the tax ramifications related
            to the  effect  of fair  market  value  estimates  have  not  been
            considered in the estimates.

      (f)   USE OF ESTIMATES

            The  preparation  of  financial   statements  in  conformity  with
            generally accepted  accounting  principles  requires management to
            make estimates and assumptions that affect the reported amounts of
            assets and  liabilities  and  disclosure of contingent  assets and
            liabilities  at the  date  of the  financial  statements  and  the
            reported  amounts of revenues  and expenses  during the  reporting
            period. Actual results could differ from those estimates.

      (g)   DEFERRED POLICY ACQUISITION COSTS

            Policy   acquisition  costs,   consisting   primarily  of  certain
            underwriting  and selling  expenses,  are deferred and  amortized.
            Traditional  individual  life and  health  acquisition  costs  are
            amortized  in  proportion  to  anticipated  premium  income  after
            allowing for lapses and  terminations (20 years; but not to exceed
            the life of the policy).  Acquisition costs for universal life and
            annuities  are  amortized  in  relation  to the  present  value of
            estimated  gross profits from  surrender  charges and  investment,
            mortality and expense margins (20 years).

            Deferred policy  acquisition  costs are reviewed to determine that
            the unamortized  portion does not exceed expected future income or
            gross profits.

                                                                   (Continued)


                                      6

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


      (h)   INSURANCE RESERVES

            Included in reserves are traditional  life and health products and
            payout annuities with life contingencies. Payout annuities without
            life  contingencies,   deferred  annuities,   and  universal  life
            products are classified as funds on deposit.  Traditional life and
            individual  health reserves are computed using a net level premium
            method and are based on assumed or  guaranteed  investment  yields
            and assumed rates of mortality, morbidity,  withdrawals,  expenses
            and anticipated future policyholder  dividends.  These assumptions
            vary by such  characteristics  as  plan,  year  of  issue,  policy
            duration, date of receipt of funds, and may include provisions for
            adverse deviation.

      (i)   INSURANCE REVENUES AND EXPENSES

            Premiums on traditional life insurance  products are recognized as
            revenues as they become due.  Benefits  and  expenses  are matched
            with  premiums  in  arriving  at profits by  providing  for policy
            benefits  over  the  lives  of  the  policies  and  by  amortizing
            acquisition  costs.  For  universal  life and  investment  annuity
            contracts,  revenues  consist of  investment  earnings  and policy
            charges  for the cost of  insurance,  policy  administration,  and
            surrender  charges assessed during the period.  Expenses for these
            policies  include  interest  credited to policy account  balances,
            benefit claims incurred in excess of policy account balances,  and
            administrative  expenses.  The related deferred policy acquisition
            costs are  amortized in relation to the present  value of expected
            gross profits from surrender  charges and  investment,  mortality,
            and expense margins.

      (j)   FUNDS ON DEPOSIT

            Funds  on  deposit  are   liabilities   for  universal   life  and
            investment-related  products.  These  liabilities  are  determined
            following   the   "retrospective   deposit"   method  and  consist
            principally of policy account balances before applicable surrender
            charges.

      (k)   PARTICIPATING BUSINESS

            Certain  life  insurance   policies   contain   dividend   payment
            provisions  which enable the  policyholder  to  participate in the
            earnings  of the  life  insurance  operations.  The  participating
            insurance in force accounted for 8% of the total life insurance in
            force at December 31, 1997,  and 9% of life  insurance in force at
            December 31, 1996. Participating policies accounted for 13% of the
            premium income in 1997, and 15% of the premium income in 1996. The
            provision  for  policyholders'   dividends  is  based  on  current
            dividend scales.

            The Company  guarantees  to pay  dividends  in  aggregate,  on all
            policies  issued after  December 31, 1983,  in the total amount of
            $15,092 in 1998.

            Income  attributable  to  participating   policies  in  excess  of
            policyholder   dividends  is  restricted  by  several  states  for
            participating  policyholders of those states,  otherwise income in
            excess of policyholder  dividends is accounted for as belonging to
            the stockholders.

      (l)   RECLASSIFICATIONS

            Certain  reclassifications  of prior period amounts have been made
            to conform with the current year's presentation.

                                                                   (Continued)


                                      7

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


(2)   BASIS OF ACCOUNTING

      The  Company  prepares  separate  statutory   financial   statements  in
      accordance  with  accounting  practices  prescribed  or permitted by the
      Insurance Department of Texas. Prescribed statutory accounting practices
      include a variety  of  publications  of the NAIC as well as state  laws,
      regulations,  and  general  administrative  rules.  Permitted  statutory
      accounting   practices   encompass  all  accounting   practices  not  so
      prescribed.  The NAIC is  currently  undergoing a  codification  project
      whereby a  comprehensive  accounting and reporting  basis may be adopted
      which  is  intended  to  replace  prescribed  or  permitted   accounting
      practices.

      These consolidated  financial statements have been prepared on the basis
      of generally accepted accounting  principles (GAAP),  which differs from
      the basis of  accounting  followed in reporting to insurance  regulatory
      authorities.  Reconciliations  of  statutory  net income and capital and
      surplus,  as determined using statutory  accounting  principles,  to the
      amounts included in the accompanying  consolidated  financial statements
      are as follows:

<TABLE>
<CAPTION>
                                                                      1997           1996          1995
                                                                      ----           ----          ----
<S>                                                               <C>            <C>           <C>
      Statutory net income                                        $  97,588         62,998        55,213
      Gain(loss) on sale of investments                                 980         (6,422)       (1,719)
      Deferred policy acquisition costs                              19,938         17,728        18,993
      Tax adjustment                                                  7,253          8,386           397
      Participating policyholder earnings                             3,294           (787)          (40)
      Insurance reserves and other                                  (18,221)         3,387        (6,537)
                                                                  ----------     ----------    ----------
          GAAP net income                                         $ 110,832         85,290        66,307
                                                                  ==========     ==========    ==========

      Statutory capital and surplus                                 540,053        470,263       396,676
      Increases (decreases):
        Deferred policy acquisition costs                           207,090        189,298       164,831
        Federal income taxes                                         22,354         28,236        19,974
        Asset valuation reserve                                      99,651        103,482        96,742
        Interest maintenance reserve                                      -              -         4,894
        Participating policyholder liability                         (4,143)        (6,583)       (5,398)
        Policyholder reserve and funds                              (91,468)       (69,279)      (75,052)
        Investment unrealized gain (loss) adjustments:
          Investment valuation difference                           150,686         56,285       145,352
          Policyholder accounts and other assets                   (175,607)       (96,828)     (155,588)
        Other adjustments                                            (3,743)        (4,190)       (3,989)
                                                                  ----------     ----------    ----------
          GAAP capital and surplus                                $ 744,873        670,684       588,442
                                                                  ==========     ==========    ==========
</TABLE>

                                                                   (Continued)


                                      8

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


(3)   INVESTMENTS

      The  amortized  cost,  estimated  fair  values  and  carrying  values of
      investments  in debt and equity  securities as of December 31, 1997 were
      as follows:

<TABLE>
<CAPTION>
                                                                     Held-to-Maturity
                                     ------------------------------------------------------------------------------
                                                         Gross            Gross         Estimated
                                       Amortized       unrealized       unrealized        fair            Carrying
                                         cost            gains            losses          value             value
                                     ------------------------------------------------------------------------------
<S>                                  <C>             <C>               <C>              <C>              <C>
DEBT SECURITIES
U.S. Treasury securities
  and obligations of U.S.
  government corporations
  and agencies                       $    11,060            1,912                -           12,972           11,060
Obligations of states and
  political subdivisions                   5,525              373               (2)           5,896            5,525
Debt securities issued by
  foreign governments and
  corporations                            41,153            1,051              (13)          42,191           41,153
Mortgage backed securities               759,916           26,262           (1,546)         784,632          759,916
Corporate securities                     427,603           16,220             (713)         443,110          427,603
                                     ------------     ------------     ------------     ------------     ------------
    Total debt securities            $ 1,245,257           45,818           (2,274)       1,288,801        1,245,257
                                     ============     ============     ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                                  Available-for-Sale
                                     ------------------------------------------------------------------------------
                                                         Gross            Gross         Estimated
                                       Amortized       unrealized       unrealized        fair            Carrying
                                         cost            gains            losses          value             value
                                     ------------------------------------------------------------------------------
<S>                                  <C>             <C>               <C>              <C>              <C>
DEBT SECURITIES
U.S. Treasury securities
  and obligations of U.S.
  government corporations
  and agencies                       $   301,875            2,500             (994)         303,381          303,381
Obligations of states and
  political subdivisions                  66,443            2,933                -           69,376           69,376
Debt securities issued by
  foreign governments and
  corporations                           128,144            4,866              (19)         132,991          132,991
Mortgage backed securities             1,230,196           54,906              (37)       1,285,065        1,285,065
Corporate securities                   2,995,524           85,527           (1,952)       3,079,099        3,079,099
                                     ------------     ------------     ------------     ------------     ------------
    Total debt securities            $ 4,722,182          150,732           (3,002)       4,869,912        4,869,912
                                     ============     ============     ============     ============     ============

EQUITY SECURITIES
Common stock                         $   216,508           82,854           (1,678)         297,684          297,684
Nonredeemable preferred stock             51,696            3,610             (127)          55,179           55,179
                                     ------------     ------------     ------------     ------------     ------------
    Total equity securities          $   268,204           86,464           (1,805)         352,863          352,863
                                     ============     ============     ============     ============     ============
</TABLE>

                                                                   (Continued)


                                      9

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


The amortized  cost,  estimated fair values and carrying values of investments
in debt and equity securities as of December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                                     Held-to-Maturity
                                     ------------------------------------------------------------------------------
                                                         Gross            Gross         Estimated
                                       Amortized       unrealized       unrealized        fair            Carrying
                                         cost            gains            losses          value             value
                                     ------------------------------------------------------------------------------
<S>                                  <C>             <C>               <C>              <C>              <C>
DEBT SECURITIES
U.S. Treasury securities
  and obligations of U.S.
  government corporations
  and agencies                       $    21,132            1,530               (4)          22,658           21,132
Obligations of states and
  political subdivisions                  42,844              807                -           43,651           42,844
Debt securities issued by
  foreign governments and
  corporations                            53,333              280             (893)          52,720           53,333
Mortgage backed securities               870,583           24,443           (9,694)         885,332          870,583
Corporate securities                     481,906           17,374           (3,517)         495,763          481,906
Redeemable preferred stock                 1,909                -                -            1,909             1909
                                     ------------     ------------     ------------     ------------     ------------
    Total debt securities            $ 1,471,707           44,434          (14,108)       1,502,033        1,471,707
                                     ============     ============     ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                                  Available-for-Sale
                                     ------------------------------------------------------------------------------
                                                         Gross            Gross         Estimated
                                       Amortized       unrealized       unrealized        fair            Carrying
                                         cost            gains            losses          value             value
                                     ------------------------------------------------------------------------------
<S>                                  <C>             <C>               <C>              <C>              <C>
DEBT SECURITIES
U.S. Treasury securities
  and obligations of U.S.
  government corporations
  and agencies                       $   327,091              885           (4,372)         323,604          323,604
Obligations of states and
  political subdivisions                   7,848              723              (66)           8,505            8,505
Debt securities issued by
  foreign governments and
  corporations                           127,213            3,619             (425)         130,407          130,407
Mortgage backed securities             1,232,769           38,654           (3,982)       1,267,441        1,267,441
Corporate securities                   2,372,767           35,073          (18,133)       2,389,707        2,389,707
                                     ------------     ------------     ------------     ------------     ------------
    Total debt securities            $ 4,067,688           78,954          (26,978)       4,119,664        4,119,664
                                     ============     ============     ============     ============     ============
EQUITY SECURITIES
Common stock                         $   202,313           70,095           (1,481)         270,927          270,927
Nonredeemable preferred stock             37,298            4,872              (29)          42,141           42,141
                                     ------------     ------------     ------------     ------------     ------------
    Total equity securities          $   239,611           74,967           (1,510)         313,068          313,068
                                     ============     ============     ============     ============     ============
</TABLE>

                                                                   (Continued)


                                      10

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


The amortized cost and estimated fair values of debt securities  classified as
held to maturity and available  for sale at December 31, 1997, by  contractual
maturity,  are shown by category  below.  Expected  maturities may differ from
contractual  maturities  because  borrowers  may  have  the  right  to  prepay
obligations.


<TABLE>
<CAPTION>
                                                          Held-to-Maturity
                                                ----------------------------------
                                                                        Estimated
                                                  Amortized                fair
                                                    cost                   value
                                                ----------------------------------
<S>                                             <C>                   <C>
Due in one year or less                         $   108,753               109,699
Due after one year through five years               147,757               153,194
Due after five years through ten years              180,975               187,965
Due after ten years                                  47,856                53,311
                                                ------------          ------------
                                                    485,341               504,169

Mortgage-backed securities                          759,916               784,632
                                                ------------          ------------
                                                $ 1,245,257             1,288,801
                                                ============          ============
</TABLE>

<TABLE>
<CAPTION>
                                                        Available-for-Sale
                                                ----------------------------------
                                                                        Estimated
                                                  Amortized                fair
                                                    cost                   value
                                                ----------------------------------
<S>                                             <C>                   <C>
Due in one year or less                         $    58,514                58,809
Due after one year through five years             1,666,587             1,694,623
Due after five years through ten years            1,562,265             1,616,995
Due after ten years                                 204,620               214,420
                                                ------------          ------------
                                                  3,491,986             3,584,847

Mortgage-backed securities                        1,230,196             1,285,065
                                                ------------          ------------
                                                $ 4,722,182             4,869,912
                                                ============          ============
</TABLE>

Proceeds from sales of  available-for-sale  securities  during 1997, 1996, and
1995 were  $317,851,  $495,039,  and $416,071,  respectively.  Gross gains and
losses of $29,049 and $2,913  respectively  for 1997,  and $25,566 and $18,317
respectively  for 1996,  and  $7,820 and $9,268  respectively  for 1995,  were
realized on those sales.

Gross investment  income during 1997,  1996, and 1995 was $456,322,  $431,893,
and $410,912,  respectively and consists primarily of interest income on fixed
maturity securities.  Investment expenses were $4,218,  $3,732, and $3,990 for
1997, 1996, and 1995, respectively.

                                                                   (Continued)


                                      11

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


(4)   FEDERAL INCOME TAXES

      The expected  statutory  Federal  income tax amounts for the years ended
      December 31, 1997,  1996, and 1995 differ from the effective tax amounts
      as follows:

<TABLE>
<CAPTION>
                                                                   1997           1996           1995
                                                                   ----           ----           ----
<S>                                                             <C>            <C>            <C>
      Income before income taxes                                $ 166,957        120,886        101,647
                                                                ==========     ==========     ==========

      Federal income tax expense at 35% statutory rate             58,435         42,310         35,577

      Increase (decrease) in tax resulting from:
        Dividends received deduction                                 (604)          (660)          (536)
        Tax credits - R&E                                            (548)        (6,188)             -
        Other, net                                                 (1,158)           134            299
                                                                ----------     ----------     ----------
          Federal income tax expense                            $  56,125         35,596         35,340
                                                                ==========     ==========     ==========
</TABLE>

      Deferred income tax benefit for the years ended December 31, 1997, 1996,
      and 1995 was primarily attributable to differences between the valuation
      of assets and  insurance  liabilities  for  financial  reporting and tax
      purposes.

      The tax effects of temporary  differences  that give rise to significant
      portions of the  deferred tax assets and  deferred  tax  liabilities  at
      December 31 are presented below:

<TABLE>
<CAPTION>
                                                                   1997          1996
                                                                   ----          ----
<S>                                                             <C>           <C>
      Deferred tax assets:
        Insurance reserves                                      $  70,361        62,358
        Accounts payable and accrued expenses                       1,497         1,612
        Policyholder dividends                                      6,778         6,738
        Other, net                                                  3,686         6,929
                                                                ----------    ----------
          Total gross deferred tax assets                          82,322        77,637
                                                                ----------    ----------
      Deferred tax liabilities:
        Investments                                                 7,590         2,641
        Depreciable assets                                             39             1
        Deferred policy acquisition costs                          34,517        37,025
        Other, net                                                      9           331
                                                                ----------    ----------
          Total gross deferred tax liabilities                     42,155        39,998
                                                                ----------    ----------
      Deferred tax liability on net
      unrealized gains on investments                             (17,937)       (9,395)
                                                                ----------    ----------
          Net deferred tax asset                                $  22,230        28,244
                                                                ==========    ==========
</TABLE>

      Management  believes that the  realization  of the deferred tax asset is
      more likely than not based on the expectation that such benefits will be
      utilized in the future consolidated tax returns of the USAA group.

                                                                   (Continued)


                                      12

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


      At December 31, 1997,  and 1996,  the Company had the following  Federal
      income tax payable/receivable amounts:

<TABLE>
<CAPTION>
                                                                   1997           1996
                                                                   ----           ----
<S>                                                             <C>              <C>
      Current Net Federal income taxes payable (receivable)     $ (1,552)        3,157
</TABLE>

      Aggregate  cash  payments to (receipts  from) USAA for income taxes were
      $62,345,  $38,064, and $44,965 for USAA Life Insurance Company and $163,
      $(155),  and $126 for its  subsidiaries  during the years ended December
      31, 1997, 1996, and 1995, respectively.

(5)   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The following  tables  present the carrying  amounts and estimated  fair
      values of the Company's financial  instruments at December 31. Financial
      Accounting Statement No. 107, "Disclosures about Fair Value of Financial
      Instruments",  defines the fair value of a financial  instrument  as the
      amount  at  which  the  instrument  could  be  exchanged  in  a  current
      transaction between willing parties.

<TABLE>
<CAPTION>
                                                                       1997                          1996
                                                          ----------------------------    ----------------------------
                                                            Carrying          Fair          Carrying          Fair
                                                             Amount           Value          Amount           Value
                                                          ------------    ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>             <C>
      Financial assets:
        Cash and cash equivalents                         $    39,642          39,642           9,444           9,444
        Debt securities                                     6,115,169       6,158,713       5,591,371       5,621,697
        Equity securities                                     352,863         352,863         313,068         313,068
        Mortgage loans                                          4,462           5,114           4,746           5,232
        Other invested assets                                   2,352           2,736           2,373           2,828
        Policy loans                                          130,246         130,246         118,683         118,683
        Premium balances receivable                             2,899           2,899           1,655           1,655
        Accrued investment income                              78,929          78,929          71,636          71,636
        Separate Account                                      184,797         184,797          93,804          93,804
      Financial liabilities:
        Deferred annuities and annuities without
          life contingencies                                3,787,507       3,787,507       3,720,373       3,720,373
        Policyholder dividend accumulations                    28,593          28,593          23,191          23,191
        Policy dividends declared but unpaid                   31,081          31,081          29,415          29,415
        Accounts payable and accrued expenses                  87,315          87,315          34,295          34,295
        Separate Account                                      184,797         184,797          93,804          93,804
</TABLE>

      The carrying  amounts of financial  assets and liabilities  shown in the
      above  table are  included  in the  balance  sheet  under the  indicated
      captions  with the  following  exceptions:  other  invested  assets  are
      included in other assets,  deferred annuities and annuities without life
      contingencies  are included in funds on deposit,  policyholder  dividend
      accumulations  are  included in funds on deposit,  and policy  dividends
      declared and unpaid are included in other liabilities.

      The  following  methods and  assumptions  were used to estimate the fair
      value of each class of financial instruments:

      Cash and cash  equivalents:  Cash and cash equivalents  approximate fair
      value because of the short maturity of these instruments.

      Debt and equity securities:  Fair market values for bonds and stocks are
      determined  using  quoted  market  prices  from  Merrill  Lynch  Pricing
      Services, Bloomberg Services or individual brokers.

                                                                   (Continued)


                                      13

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


      Mortgage  loans:  The fair value of mortgage loans and the mortgage loan
      component of other assets are estimated by  discounting  the future cash
      flows using  interest rates  currently  being offered for mortgage loans
      with similar characteristics and maturities.

      Policy  loans:  In the Company's  opinion,  the book value of the policy
      loans  approximates  their  fair  value.  Policy  loans are shown on the
      financial  statements at face value,  and carry  interest  rates ranging
      from 4.8% to 7.4% in advance.

      Premiums  receivable:   The  recorded  amount  for  premiums  receivable
      approximates  fair  value  because  only a  slight  percentage  of total
      policies issued by the Company lapse.

      Accrued  investment  income:  The accrued  amount of  investment  income
      approximates  its fair  value  because of the  quality of the  Company's
      investment  portfolio  combined  with  the  short  term  nature  of  the
      collection period.

      Deferred  annuities and annuities without life  contingencies:  The fair
      value of the deferred annuities is estimated as the aggregate cash value
      of the annuity, which approximates the carrying value. The fair value of
      annuities without life  contingencies is estimated as the commuted value
      of the annuity.

      Policyholder  dividend  accumulations:  The fair  value of  policyholder
      dividend  accumulations  is  estimated  using  the  book  value  less  a
      percentage of accrued  interest  anticipated to be forfeited as a result
      of policy  cancellations.  Estimated  annual interest to be forfeited is
      not significant.

      Policy  dividends  declared  but unpaid:  The  carrying  value of policy
      dividends  declared but unpaid  approximates  the fair value because the
      carrying  value reflects  anticipated  forfeitures as a result of policy
      cancellations.   Estimated  annual  interest  to  be  forfeited  is  not
      significant.

      Accounts  payable  and  accrued  expenses:  The fair  value of  accounts
      payable and accrued expenses  approximates its carrying value because of
      the short term nature of the obligations.

      Separate  account assets and  liabilities:  The separate  account assets
      reflect the net asset value of the  underlying  mutual funds,  therefore
      carrying  value  is  considered   fair  value.   The  separate   account
      liabilities are reflected at the underlying balances due to the contract
      holders,  excluding  seed money,  without  consideration  for applicable
      surrender charges, if any.

(6)   BORROWINGS

      The  Company  has  no  borrowing  activity  outside  of  the  agreements
      described in Note 7 "Transactions with affiliates."

(7)   TRANSACTIONS WITH AFFILIATES

      Certain services have been contracted from USAA and its affiliates, such
      as rental of office space, utilities, mail processing,  data processing,
      printing,  and employee benefits.  The Company allocates these and other
      expenses to  affiliates  for  administrative  services  performed by the
      Company.  The contracted services and allocations are based upon various
      formulas or agreements  with the net amounts  included in expenses.  The
      aggregate amount of such contracted services was $73,136,  $70,713,  and
      $66,787 for 1997, 1996, and 1995, respectively.  The aggregate amount of
      the Company's  allocations to affiliates was $4,376,  $4,742, and $3,910
      for 1997, 1996, and 1995, respectively.

                                                                   (Continued)


                                      14

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


      The Company has an agreement  with USAA  Investment  Management  Company
      regarding the reimbursement of costs for investment  services  provided.
      The  aggregate  amount  of  the  USAA  Investment   Management   Company
      contracted  services was $3,037,  $2,793,  and $2,941 for 1997, 1996 and
      1995, respectively.

      The Company also received premium and annuity  considerations  from USAA
      of $4,201,  $4,093,  and $6,145 in 1997,  1996, and 1995,  respectively,
      representing  amounts  received  for  structured  settlements  issued to
      claimants of USAA and for group insurance on USAA employees.

      The  Company  has  intercompany  funding  agreements  with USAA  Capital
      Corporation  (CAPCO) and USAA Funding  Company  (FUNDCO)  for  unsecured
      borrowings  up to $150,000 in the  aggregate,  at an interest rate based
      upon CAPCO's or FUNDCO's cost of funding. As of December 31, 1997, 1996,
      and 1995 the Company had no liability  for borrowed  money.  The Company
      borrowed $3,598,125 during 1997,  $2,566,042 during 1996, and $1,809,466
      during 1995, through the use of these funding  agreements.  The interest
      associated with these  intercompany  funding  agreements was $855, $660,
      and $898 in 1997, 1996, and 1995, respectively.

      In 1996,  the Company  exercised  a put option on a $20,000  medium term
      note from CAPCO.

(8)   REINSURANCE

      The Company is party to several  reinsurance  agreements.  The Company's
      general policy is to reinsure that portion of any risk in excess of $600
      with a $100 corridor on the life of any one individual.  However in 1997
      the Company entered into certain reinsurance treaties which are based on
      a first dollar quota share pool. The Company  retains 10% of the risk on
      each life up to the normal $600  retention and the remaining 90% goes to
      a  coinsurance  pool which is placed  with a number of  reinsurers  on a
      quota share basis.

      Additionally,  the  Company's  entry into the Bank Owned Life  Insurance
      (BOLI)  business  resulted  in  two  reinsurance  treaties,  one  Yearly
      Renewable Term (YRT) and one Coinsurance  treaty, both of which are with
      one reinsurer on a first dollar basis, with the Company retaining 50% of
      the business in the coinsurance arrangement.

      Although the ceding of  reinsurance  does not discharge the Company from
      its primary legal  liability to a policyholder,  the reinsuring  company
      assumes the related liability.

      Life  insurance in force in the amounts of  $4,077,094,  $3,595,801  and
      $3,690,040  is ceded  on a  yearly  renewable  term  basis;  $4,684,726,
      $939,290,  and $716,596 is ceded on a coinsurance  basis;  and $957,267,
      $952,599,  and  $1,000,581  is  ceded  in  accordance  with a stop  loss
      agreement  at  December  31,  1997,   1996,   and  1995,   respectively.
      Reinsurance amounts related to insurance reserves, funds on deposit, and
      paid losses totaled $204,607, and $13,023 at December 31, 1997 and 1996,
      respectively.  Premium  revenues and interest  credited to policyholders
      were reduced by $204,109,  $11,837, and $11,072 for reinsurance premiums
      ceded  during  the  years  ended  December  31,  1997,  1996,  and 1995,
      respectively.  Benefits were reduced by $196,062, $7,838, and $7,435 for
      reinsurance recoverables during the years ended December 31, 1997, 1996,
      and 1995,  respectively.  One  reinsurer  accounts for 90% of the amount
      recoverable from reinsurers at December 31, 1997.

      Reinsurance  amounts related to accident and health  insurance  reserves
      and paid losses  totaled  $17,981  and $15,786 at December  31, 1997 and
      1996, respectively. Premium revenues were reduced by $3,297, $3,117, and
      $3,134 for  reinsurance  premiums  ceded during the years ended December
      31, 1997, 1996, and 1995, respectively. Benefits were reduced by $3,268,
      $3,604, and $3,299 for reinsurance  recoverables  during the years ended
      December 31, 1997, 1996, and 1995, respectively.

                                                                   (Continued)


                                      15

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


(9)   DEFERRED POLICY ACQUISITION COSTS AND FUTURE POLICY BENEFITS

      Deferred policy acquisitions costs and premiums are summarized below:

<TABLE>
<CAPTION>
                                                                  Accident
                                      Life          Annuity      and health       Total
                                   ----------     ----------     ----------     ----------
<S>                                <C>            <C>            <C>            <C>
      Balance at
      January 1, 1995              $ 122,138         28,115         11,608        161,861
                                   ----------     ----------     ----------     ----------

        Additions                     15,676          4,498          2,658         22,832
        Amortization                  (4,375)         1,926         (1,466)        (3,915)
        FAS 115 DAC                   (2,051)       (13,896)             -        (15,947)
                                   ----------     ----------     ----------     ----------
        Net change                     9,250         (7,472)         1,192          2,970
                                   ----------     ----------     ----------     ----------
      Balance at
      December 31, 1995            $ 131,388         20,643         12,800        164,831
                                   ----------     ----------     ----------     ----------

        Additions                     18,436          2,999          2,364         23,799
        Amortization                  (5,006)           634         (1,699)        (6,071)
        FAS 115 DAC                      141          6,598              -          6,739
                                   ----------     ----------     ----------     ----------
        Net change                    13,571         10,231            665         24,467
                                   ----------     ----------     ----------     ----------
      Balance at
      December 31, 1996            $ 144,959         30,874         13,465        189,298
                                   ----------     ----------     ----------     ----------

        Additions                     24,674          3,942          3,073         31,689
        Amortization                  (7,764)        (2,373)        (1,761)       (11,898)
        FAS 115 DAC                    1,201         (3,200)             -         (1,999)
                                   ----------     ----------     ----------     ----------
        Net change                    18,111         (1,631)         1,312         17,792
                                   ----------     ----------     ----------     ----------
      Balance at
      December 31, 1997            $ 163,070         29,243         14,777        207,090
                                   ==========     ==========     ==========     ==========

      1997 Premiums                $ 277,631          8,143         70,051        355,825
                                   ==========     ==========     ==========     ==========
      1996 Premiums                $ 264,382          7,792         65,268        337,442
                                   ==========     ==========     ==========     ==========
      1995 Premiums                $ 240,234          4,630         61,034        305,898
                                   ==========     ==========     ==========     ==========
</TABLE>

      The  liabilities  for future  policy  benefits and related  insurance in
      force at December 31, 1997, and 1996 are summarized below:

<TABLE>
<CAPTION>
                                             Future Policy
                                               Benefits
                                        -------------------------
                                           1997           1996
                                        ----------     ----------
<S>                                     <C>            <C>
      Life and annuity:
      Individual                        $ 948,565        775,659
      Group                                 2,792          1,449
                                        ----------     ----------
        Total life and annuity            951,357        777,108
                                        ==========     ==========

        Accident and health             $  41,626         34,305
                                        ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                              Insurance in force
                                        -------------------------------
                                            1997              1996
                                         ----------        ----------
<S>                                     <C>               <C>
      Life and annuity:
      Individual                        $ 69,540,314        67,650,451
      Group                                1,870,085         1,659,106
                                        -------------     -------------
        Total life and annuity          $ 71,410,399        69,309,557
                                        =============     =============
</TABLE>

                                                                   (Continued)


                                      16

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


      Life Insurance and Annuities:

      Interest  assumptions  used in the calculation of future policy benefits
      for Traditional Life policies are as follows:

      Participating term                                        9.28%

      Participating permanent                                   8.68% to 9.28%

      Non - Participating term                                  6.00% to 8.91%

      Future  policy  benefits for Universal  Life and Deferred  Annuities are
      equal  to  the  current  account  value  without   anticipation  of  any
      applicable surrender charges.

      Future policy  benefits for Payout  Annuities  use the original  pricing
      interest rates.

      Mortality  and  withdrawal   assumptions  are  based  on  the  Company's
      experience.

      Health Insurance:

      Interest  assumptions used for future policy benefits on health policies
      are calculated using a level interest rate of 6%.

      Morbidity  for Income  Replacement  policies  are based on the 1985 CIDA
      table.  Morbidity  for In Hospital  Cash  policies  are based on 1966-67
      Intercompany Experience table.

      Termination   assumptions   are  based  on  the  Company  and   industry
      experience.

(10)  CAPITAL STOCK

      The  Company  has  outstanding  600,000  shares of  Annually  Adjustable
      Cumulative  Perpetual Preferred Stock;  100,000 shares each of Series A,
      Series B,  Series C,  Series D,  Series E, and  Series F. All  preferred
      stock is owned by FUNDCO.  No other stock ranks Senior to the Series A-F
      preferred  stock. The dividend rate will be 65% of the cost of the funds
      for CAPCO on  Commercial  paper  having a 180-day  maturity on the first
      business day of each  Dividend  Period.  The  preferred  stock has a par
      value of $100 and a liquidation  value of $100 per share.  The preferred
      stock shares are  redeemable  at the option of the Company for cash,  in
      whole or in part,  on the 15th  day of each  December  for  Series A and
      Series B and on the 15th day of each June for Series C, Series D, Series
      E,  and  Series  F at par  value  plus  accrued  and  unpaid  dividends.
      Preferred  stock  dividends of $2,200,  $1,830,  and $1,601 were paid in
      1997,  1996, and 1995  respectively,  and $94 has accrued since the last
      payment on December 15, 1997.

      The Company has authorized  30,000 shares of common capital stock,  $100
      par  value,  of which  25,000  shares  were  issued and  outstanding  at
      December 31, 1997, 1996, and 1995.  Dividends of $45,546,  $14,000,  and
      $18,000  were paid on the common  stock  during  1997,  1996,  and 1995,
      respectively.  The 1997 dividend was paid in cash and equity securities.
      The equity  securities  transferred  had an original cost of $11,560,  a
      fair value of $22,546, and the Company recognized gain of $10,986.

(11)  UNASSIGNED SURPLUS AND DIVIDEND RESTRICTIONS

      Texas law limits the payment of dividends to  shareholders.  The maximum
      dividend  that  may be paid  without  prior  approval  of the  Insurance
      Commissioner  is limited to the greater of net gain from  operations  of
      the  preceding  calendar  year or 10% of capital  and  surplus as of the
      prior December 31. As a result,  dividend  payments to shareholders were
      limited to  approximately  $47,976 in 1997 and are limited to $66,872 in
      1998.  Dividends are paid as determined by the Board of Directors and at
      its discretion.

                                                                   (Continued)


                                      17

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


      The Texas  Department of Insurance  imposes minimum  risk-based  capital
      requirements on insurance  companies that were developed by the National
      Association  of  Insurance   Commissioners   (NAIC).  The  formulas  for
      determining  the amount of  risk-based  capital  (RBC)  specify  various
      weighting  factors that are applied to statutory  financial  balances or
      various  levels  of  activity  based on the  perceived  degree  of risk.
      Regulatory  compliance  is  determined  by  a  ratio  of  the  Company's
      regulatory total adjusted  capital to its authorized  control level RBC,
      as defined  by the NAIC.  Companies  below  specific  trigger  points or
      ratios are  classified  within  certain  levels,  each of which requires
      specified corrective action. The Company's current statutory capital and
      surplus is significantly in excess of the threshold RBC requirements.

(12)  EMPLOYEE BENEFIT PLANS

      (a)   PENSION PLAN

            Substantially  all  employees  are  covered  under a pension  plan
            administered by USAA which is accounted for on a group basis.  The
            benefits  are  determined  based  on  years  of  service  and  the
            employee's  salary at date of  retirement.  The total net  pension
            cost  allocated to the Company on the basis of salary  expense was
            $3,746,  $4,847, and $1,913 in 1997, 1996 and 1995,  respectively.
            At  December  31, 1997 and 1996,  a liability  of $899 and $1,612,
            respectively, has been recorded which represents the excess of net
            periodic  pension cost allocated to the Company over its allocated
            funding requirements.

      (b)   POSTRETIREMENT BENEFIT PLAN

            Substantially  all  employees  may  become  eligible  for  certain
            medical and life insurance benefits provided for retired employees
            under a plan  administered  by USAA,  if they meet minimum age and
            service  requirements and retire while working for USAA. The total
            postretirement   benefit   cost   allocated  to  the  Company  was
            approximately  $737,  $682,  and $843 in  1997,  1996,  and  1995,
            respectively.  At December  31, 1997 and 1996, a liability of $974
            and $186,  respectively,  was recorded which represents the excess
            of the net periodic  postretirement  benefit cost allocated to the
            Company over its allocated funding requirements.

      (c)   POSTEMPLOYMENT BENEFITS

            All  employees  of the Company who suffer  total  disability  as a
            result of illness or injury are eligible for long-term  disability
            benefits under a plan administered by USAA.

            The  postemployment  benefit cost  allocated to the Company is not
            significant.

(13)  SEPARATE ACCOUNT

      The Separate  Account is a segregated  asset account  established  under
      Texas law through which USAA Life Insurance  Company invests the premium
      payments  received  from  Contract  Owners.  The assets of the  Separate
      Account are the property of the Company. However, only the assets of the
      Separate  Account  in  excess  of  the  reserves,   and  other  Contract
      liabilities  with respect to the Separate  Account,  are chargeable with
      liabilities  arising out of any other  business the Company may conduct.
      Income,  gains and losses,  whether or not realized,  are, in accordance
      with the Contracts,  credited to or charged against the Separate Account
      without  regard to other  income,  gains or losses of the  Company.  The
      Company's  obligations arising under the Contracts are general corporate
      obligations.

                                                                   (Continued)


                                      18

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                  Notes to Consolidated Financial Statements

                            (Dollars in Thousands)


      The Separate  Account  currently is divided into nine  Variable  Annuity
      Fund Accounts,  each of which invests in a corresponding Fund. The Funds
      that are available under this Contract  include seven funds of USAA Life
      Investment  Trust,  the Capital Growth Portfolio of the Scudder Variable
      Life  Investment  Fund,  and the Growth  Portfolio of The Alger American
      Fund.  The  Accumulated  Unit Value of the  Contract in a Variable  Fund
      Account will vary,  primarily based on the investment  experience of the
      Fund in whose shares the Variable Fund Account invests. The value of the
      Funds'  securities  are carried at market value,  or, in the case of the
      USAA Life Variable  Annuity Money Market Fund, at amortized cost,  which
      approximates market value.

      The Company incurs  mortality and  administrative  expenses on behalf of
      Separate Account contract  holders.  The Company collects fees for these
      expenses from contract holders at set amounts. In addition,  the Company
      incurs various expenses related to conducting the business or operations
      of the USAA Life Investment Trust (Trust) as outlined by an underwriting
      and administrative  services agreement.  The Company, out of its general
      account,  has agreed to pay  directly or  reimburse  the Trust for Trust
      expenses exceeding  established  limits.  Such  reimbursements  were not
      significant in 1997 and 1996.

(14)  COMMITMENTS AND CONTINGENCIES

      The  Company  is  required  by  law  to   participate  in  the  guaranty
      associations of the various states in which it does business.  The state
      guaranty  associations  ensure  payment  of  guaranteed  benefits,  with
      certain restrictions to policyholders of impaired or insolvent insurance
      companies, by assessing all other companies involved in similar lines of
      business.

      There are currently  several  insurance  companies which had substantial
      amounts  of  annuity   business,   in  the  process  of  liquidation  or
      rehabilitation.  The Company paid  $1,953,  $2,437 and $4,823 to various
      state  guaranty  associations  during the years ended December 31, 1997,
      1996, and 1995, respectively.  The Company accrues its best estimate for
      known  insolvencies.  At December 31, 1997 and 1996 accounts payable and
      accrued  expenses  include $8,931 and $9,292,  respectively,  related to
      estimated assessments.

(15)  SUBSEQUENT EVENT

      In  January  1998,   the  Company   declared  and  paid  a  dividend  to
      stockholders of $33,928. The dividend was paid in equity securities with
      an original cost of $21,951, resulting in a realized gain of $11,977.
    


                                      19

<PAGE>

      We have  not  authorized  anyone  to give  any  information  or make any
representations  other than those  contained in this  Prospectus (or any sales
literature we approve) in connection with the offer of the Policies  described
herein. You may not rely on any such information or representations,  if made.
This Prospectus does not constitute an offer in any jurisdiction to any person
to whom such  offer  would be  unlawful.  This  Prospectus  is valid only when
accompanied or preceded by the current  prospectuses  for the Funds  described
herein.


                               [BACK COVER PAGE]

<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)(1)
                       UNDER THE SECURITIES ACT OF 1933

   
      Rule  484(b)(1)  under the Securities Act of 1933 requires a description
of "[a]ny  provision or arrangement . . . whereby the registrant may indemnify
a  director,   officer  or  controlling   person  of  the  registrant  against
liabilities  arising  under  the  [Securities]  Act."  Registrant,   the  Life
Insurance  Separate  Account of USAA Life  Insurance  Company,  does not, as a
technical matter,  have any directors or officers.  Nevertheless,  Registrant,
pursuant  to  Section  13  of  the  Amended  and  Restated   Distribution  and
Administration Agreement, may indemnify,  albeit indirectly,  directors and/or
officers of its  depositor,  USAA Life Insurance  Company  ("USAA  Life"),  as
follows. Section 13 of such Agreement provides that Registrant shall indemnify
the employees of USAA Investment  Management  Company  ("IMCO"),  Registrant's
principal underwriter. To whatever extent any director or officer of USAA Life
may be  deemed to be an  "employee"  of IMCO,  Registrant  may be deemed to be
permitted to indemnify such person pursuant to such Agreement,  which is filed
as Exhibit 1.(3)(a) to this Registration  Statement and is herein incorporated
by reference.
    

      Additionally, there are certain other provisions or arrangements whereby
USAA Life,  and/or  certain of its affiliated  persons,  may be indemnified by
parties or entities other than Registrant. Such provisions or arrangements are
incorporated herein by reference,  as follows: to Article IX of the By-Laws of
USAA Life, filed as Exhibit 1.6(b) to this Registration  Statement; to Section
9 of  the  Amended  and  Restated  Underwriting  and  Administrative  Services
Agreement,  filed as  Exhibit  1.(8)(a)  to this  Registration  Statement;  to
Section 12 of the  Transfer  Agent  Agreement,  as  amended,  filed as Exhibit
1.(8)(c) to this Registration  Statement; to Section 6(b) of the Reimbursement
Agreement,  filed as Exhibit  1.8(d)(iii) to this Registration  Statement;  to
Section  12.2  of  the  Amended  Participation  Agreement,  filed  as  Exhibit
1.8(e)(i) to this  Registration  Statement;  to Section 7 of the Participation
Agreement,  filed as Exhibit 1.8(f)(i) to this Registration Statement;  and to
the  Expense  Allocation  Agreement,  filed  as  Exhibit  1.8(f)(ii)  to  this
Registration Statement.


<PAGE>

   
      Insofar as  indemnification  for liability  arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise,  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  Registrant  of expenses
incurred or paid by a director, officer or controlling person of 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,  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

   
      USAA Life Insurance  Company ("USAA Life")  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 the  Company  under the  Policies.  USAA Life 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 USAA Life 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 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.
    


                                      S-2

<PAGE>

                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.

Reconciliation and tie between items in Form N-8B-2 and the Prospectus.

   
Prospectus consisting of 79 pages.
    

Undertaking,  pursuant to Section 15(d) of the Securities Exchange Act of 1934
      to file reports.

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

Representation regarding the reasonableness of aggregate fees and charges.

The signatures.

Written consents of the following persons:

   
      Dwain A. Akins, Esq.,  Assistant Vice President and Assistant Secretary,
      USAA Life Insurance Company (see Exhibit 2). (Filed herewith.)

      KMPG Peat  Marwick LLP,  Independent  Auditors  (see Exhibit 6).  (Filed
      herewith.)

      Stephen N. Patzman,  FSA, MAAA,  Vice  President and Corporate  Actuary,
      USAA Life Insurance Company (see Exhibit 9). (Filed herewith.)
    

The following exhibits:

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

   
            (1)           Resolution  of  Board  of  Directors  of  USAA  Life
                          Insurance   Company   establishing   Life  Insurance
                          Separate  Account  of USAA Life  Insurance  Company.
                          (The  resolution  is  filed  in lieu  of a trust  or
                          indenture creating a unit investment trust.)(1)
    

            (2)           Not applicable.

   
            (3)(a)        Amended and Restated Distribution and Administration
                          Agreement by and between USAA Life Insurance Company
                          and  USAA  Investment   Management  Company,   dated
                          December  16,  1994 and  amended  and  restated,  to
    


                                     S-3

<PAGE>

   
                          encompass variable  universal life insurance,  March
                          30, 1998. (Filed herewith.)
    

            (3)(b)        Not applicable.

            (3)(c)        Not applicable.

            (4)           Not applicable.

   
            (5)           Revised Form of Variable  Universal  Life  Insurance
                          Policy  (Policy  Form No.  VUL  31891TX),  including
                          riders. (Filed herewith.)

            (6)(a)        Articles  of  Incorporation  of USAA Life  Insurance
                          Company, as amended. (Filed herewith.)

            (6)(b)        Bylaws  of  USAA  Life  Insurance  Company.   (Filed
                          herewith.)
    

            (7)           Not applicable.

   
            (8)(a)        Amended and Restated Underwriting and Administrative
                          Services   Agreement   by  and  between   USAA  Life
                          Insurance  Company,  USAA Life Investment  Trust and
                          USAA Investment  Management Company,  dated December
                          16, 1994,  amended February 7, 1997, and amended and
                          restated,   to  encompass  variable  universal  life
                          insurance, February 26, 1998.(2)
    

            (8)(b)(i)     Investment  Advisory  Agreement  by and between USAA
                          Life Investment Trust and USAA Investment Management
                          Company, dated December 16, 1994.(2)

            (8)(b)(ii)    Amendment to  Investment  Advisory  Agreement by and
                          between   USAA  Life   Investment   Trust  and  USAA
                          Investment Management Company, with respect to Funds
                          added to Trust, dated February 7, 1997.(3)

            (8)(b)(iii)   Second Amendment to Investment Advisory Agreement by
                          and  between  USAA  Life  Investment  Trust and USAA
                          Investment Management Company, to encompass variable
                          life insurance, dated February 18, 1998.(2)

            (8)(c)(i)     Transfer  Agent  Agreement  by and between USAA Life
                          Investment  Trust and USAA Life  Insurance  Company,
                          dated December 15, 1994.(2)

            (8)(c)(ii)    Letter Agreement by and between USAA Life Investment
                          Trust and USAA Life  Insurance  Company,  appointing
                          USAA  Life  as  the  Transfer   Agent  and  Dividend


                                     S-4

<PAGE>

                          Disbursing  Agent  for Funds  added to Trust,  dated
                          February 7, 1997.(2)

            (8)(c)(iii)   Amendment to Transfer Agent Agreement by and between
                          USAA Life  Investment  Trust and USAA Life Insurance
                          Company,   to  encompass   variable  universal  life
                          insurance, dated February 18, 1998.(2)

   
            (8)(d)(i)     Form  of  Participation  Agreement  by  and  between
                          Scudder  Variable Life Investment Fund and USAA Life
                          Insurance Company. (Filed herewith.)

            (8)(d)(ii)    Form of Participating  Contract and Policy Agreement
                          by and between Scudder Investor  Services,  Inc. and
                          USAA   Investment    Management   Company.    (Filed
                          herewith.)

            (8)(d)(iii)   Form  of  Reimbursement  Agreement  by  and  between
                          Scudder  Kemper  Investments,  Inc.  and  USAA  life
                          Insurance Company. (Filed herewith.)

            (8)(d)(iv)    Form of  Letter  Agreement  by and  between  Scudder
                          Kemper Investments, Inc., Scudder Investor Services,
                          Inc.,  Scudder  Variable Life Investment  Fund, USAA
                          Life   Insurance   Company   and   USAA   Investment
                          Management Company. (Filed herewith.)

            (8)(e)(i)     Amended  Participation  Agreement by and between The
                          Alger American Fund,  Fred Alger  Management,  Inc.,
                          Fred  Alger & Company,  Incorporated,  and USAA Life
                          Insurance  Company,  dated  December  16,  1994,  as
                          amended March 16, 1998. (Filed herewith.)

            (8)(e)(ii)    Amended Expense Allocation  Agreement by and between
                          Fred Alger  Management,  Inc., Fred Alger & Company,
                          Incorporated, and USAA Life Insurance Company, dated
                          December 16, 1994 as amended March 16, 1998.  (Filed
                          herewith.)

            (8)(f)(i)     Participation  Agreement by and between BT Insurance
                          Funds  Trust,  Bankers  Trust  Company and USAA Life
                          Insurance  Company,  dated  April 30,  1998.  (Filed
                          herewith.)

            (8)(f)(ii)    Expense Allocation  Agreement by and between Bankers
                          Trust Company and USAA Life Insurance Company, dated
                          April 30, 1998. (Filed herewith.)

            (10)(a)(i)    Revised  Form  of   Application   for  the  Variable
                          Universal  Life  Insurance  Policy  filed as Exhibit
                          1.(5). (Filed herewith.)
    


                                      S-5

<PAGE>

   
            (10)(a)(ii)   Form of  Application  for  Variable  Universal  Life
                          Insurance Policy Change. (Filed herewith.)

            (10)(b)       Proposed   Section  1035   Exchange   Form.   (Filed
                          herewith.)
    

Other Exhibits

   
      2.    Opinion  and  Consent  of  Dwain A.  Akins,  Esq.  Assistant  Vice
            President and Assistant Secretary, USAA Life Insurance Company, as
            to the legality of the Policy interests being  registered.  (Filed
            herewith.)
    

      3.    Not applicable.

      4.    Not applicable.

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

   
      6.    Consent of KPMG Peat Marwick  LLP,  Independent  Auditors.  (Filed
            herewith.)

      7.    Powers of Attorney for: Edwin L. Rosane, Robert G. Davis, Bradford
            W. Rich, Josue Robles,  Jr., Michael J.C. Roth, Janis E. Marshall,
            William B. Tracy, Donald R. Walker, and James A. Robinson.(1)

      8.    Form of illustration  showing cash values,  cash surrender values,
            and death benefits, based on annualized rates of return of 0%, 6%,
            and 12%,  and based on  current  and  guaranteed  Policy  charges.
            (Filed herewith.)

      9.    Opinion  and  Consent of  Stephen  N.  Patzman,  FSA,  MAAA,  Vice
            President and Corporate Actuary,  USAA Life Insurance Company,  as
            to the  methodology  for  computing  cash values,  cash  surrender
            values,   and  death   benefits  as   described  in  the  form  of
            illustration filed as Exhibit 8. (Filed herewith.)
    

      27    Financial Data Schedule.  (Inapplicable,  because, notwithstanding
            Instruction  5 as to Exhibits,  the  Commission  staff has advised
            that no such Schedule is required.)

   
      (1)  Previously  filed on January 30, 1998,  with the initial  filing of
this Registration Statement.

      (2) Incorporated herein by reference to Post-Effective  Amendment No. 6,
filed on March 2,  1998,  to the Form N-1A  Registration  Statement  (File No.
33-82270) of USAA Life Investment Trust.
    

      (3) Incorporated herein by reference to Post-Effective  Amendment No. 3,
filed on February  14, 1997,  to Form N-1A  Registration  Statement  (File No.
33-82270) of USAA Life Investment Trust.

                                      S-6


<PAGE>

                                   SIGNATURE

   
      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Life Insurance  Separate Account of USAA Life Insurance  Company,
has duly caused this amended Registration Statement to be signed on its behalf
by the  undersigned  thereunto  duly  authorized,  and its seal to be hereunto
fixed and  attested,  all in the City of San Antonio,  and State of Texas,  on
this 15th day of May, 1998.
    


                 Signature:  Life Insurance Separate Account of
                             USAA Life Insurance Company
                                    (Registrant)

                 By:         USAA Life Insurance Company
                             (On behalf of Registrant and itself)

                 By:         /s/EDWIN L. ROSANE
                             ------------------
                             Edwin L. Rosane
                             Vice Chairman, Chief Executive Officer and
                             President


Attest: /s/DWAIN A. AKINS
        -----------------
        Dwain A. Akins
        Assistant Vice President and
        Assistant Secretary


                                      S-7

<PAGE>

                                   SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date

   --------------------
     Robert G. Davis                Chairman
    


                                     S-8
<PAGE>

                                   SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date

   /s/EDWIN L. ROSANE
   ------------------
   Edwin L. Rosane                 Director               May 15, 1998
    


                                      S-9

<PAGE>

                                                     SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date

   /s/BRADFORD W. RICH
   -------------------
   Bradford W. Rich                Director              May 15, 1998
    


                                     S-10

<PAGE>

                                   SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date

   /s/JOSUE ROBLES, JR.
   --------------------
   Josue Robles, Jr.               Director              May 15, 1998
    


                                     S-11

<PAGE>

                                   SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date


   --------------------
    Michael J.C. Roth               Director
    


                                     S-12

<PAGE>

                                   SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date

   /s/JANIS E. MARSHALL
   --------------------
   Janis E. Marshall                Director              May 15, 1998
    


                                     S-13

<PAGE>

                                   SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date

   /s/WILLIAM B. TRACY
   -------------------
   William B. Tracy                Director               May 15,1998
    


                                     S-14

<PAGE>

                                   SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date


   -------------------
    Donald B. Walker               Director
    


                                     S-15

<PAGE>

                                   SIGNATURE

   
      Pursuant to the requirements of the Securities Act of 1933, this amended
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

       Signature                     Title                   Date

   /s/JAMES A. ROBINSON
   --------------------
   James A. Robinson       Senior Vice President and        May 15, 1998
                        Treasurer (Principal Financial
                             and Accounting Officer)
    


                                     S-16

<PAGE>

                                 EXHIBIT INDEX

       

   
1.(3)(a)          Amended  and  Restated   Distribution   and   Administration
                  Agreement  by and between  USAA Life  Insurance  Company and
                  USAA Investment Management Company,  dated December 16, 1994
                  and amended  February 7, 1997, and amended and restated,  to
                  encompass variable universal life insurance, March 30, 1998.
                  (Filed herewith.)

1.(5)             Revised Form of Variable  Universal  Life  Insurance  Policy
                  (Policy Form No. 31747), including riders.

1.(6)(a)          Articles of Incorporation of USAA Life Insurance Company, as
                  amended. (Filed herewith.)

1.(6)(b)          Bylaws of USAA Life Insurance Company. (Filed herewith.)

1.(8)(d)(i)       Form  of  Participation  Agreement  by and  between  Scudder
                  Variable  Life  Investment  Fund  and  USAA  Life  Insurance
                  Company. (Filed herewith.)

1.(8)(d)(ii)      Form of  Participating  Contract and Policy Agreement by and
                  between Scudder Investor Services,  Inc. and USAA Investment
                  Management Company. (Filed herewith.)

1.(8)(d)(iii)     Form of  Reimbursement  Agreement  by and  between  Scudder,
                  Kemper  Investments  Inc.and  USAA life  Insurance  Company.
                  (Filed herewith.)

1.(8)(d)(iv)      Form of Letter  Agreement  by and  between  Scudder,  Kemper
                  Investments Inc., Scudder Investor  Services,  Inc., Scudder
                  Variable Life Investment  Fund, USAA Life Insurance  Company
                  and USAA Investment Management Company. (Filed herewith.)

1.(8)(e)(i)       Amended  Participation  Agreement  by and  between The Alger
                  American Fund,  Fred Alger  Management,  Inc.,  Fred Alger &
                  Company,  Incorporated,  and USAA  Life  Insurance  Company,
                  dated  December 16, 1994, as amended March 16, 1998.  (Filed
                  herewith.)
    


                                     S-17

<PAGE>

   
1.(8)(e)(ii)      Amended  Expense  Allocation  Agreement  by and between Fred
                  Alger Management, Inc., Fred Alger & Company,  Incorporated,
                  and USAA Life Insurance Company,  dated December 16, 1994 as
                  amended March 16, 1998. (Filed herewith.)

1.(8)(f)(i)       Participation  Agreement by and between BT  Insurance  Funds
                  Trust,   Bankers  Trust  Company  and  USAA  Life  Insurance
                  Company, dated April 30, 1998. (Filed herewith.)

1.(8)(f)(ii)      Expense  Allocation  Agreement by and between  Bankers Trust
                  Company  and USAA Life  Insurance  Company,  dated April 30,
                  1998. (Filed herewith.)

1.(10)(a)(i)      Revised Form of Application for the Variable  Universal Life
                  Insurance Policy filed as Exhibit 1.(5).

1.(10)(a)(ii)     Form of  Application  for Variable  Universal Life Insurance
                  Policy Change.

1.(10)(b)         Proposed Section 1035 Exchange Form.

2.                Opinion and Consent of Dwain A. Akins,  Esq.  Assistant Vice
                  President  and  Assistant  Secretary,  USAA  Life  Insurance
                  Company,  as to the legality of the Policy  interests  being
                  registered.

6.                Consent of KPMG Peat Marwick LLP, Independent Auditors.

8.                Form of  illustration  showing cash values,  cash  surrender
                  values,  and death benefits based on an annualized  rates of
                  return  of 0%,  6%,  and  12%,  and  based  on  current  and
                  guaranteed Policy charges.

9.                Opinion and Consent of Stephen N. Patzman,  FSA, MAAA,  Vice
                  President  and  Corporate   Actuary,   USAA  Life  Insurance
                  Company,  as to the  methodology  for computing cash values,
                  cash  surrender  values,  and death benefits as described in
                  the form of illustration filed as Exhibit 8.
    

<PAGE>


                                                              EXHIBIT 1.(3)(a)

                       AMENDED AND RESTATED AND RESTATED
                   DISTRIBUTION AND ADMINISTRATION AGREEMENT
                                BY AND BETWEEN
                          USAA LIFE INSURANCE COMPANY
                                      AND
                      USAA INVESTMENT MANAGEMENT COMPANY


<PAGE>

                       AMENDED AND RESTATED AND RESTATED
                   DISTRIBUTION AND ADMINISTRATION AGREEMENT

      This Distribution and Administration Agreement (the "Agreement") made on
the 16th day of December,  1994,  and amended  March 30, 1998,  by and between
USAA Life Insurance Company, ("USAA LIFE" or the "Company"), a Texas insurance
corporation  on its own behalf and on behalf of the  Separate  Account of USAA
Life  Insurance  Company  (the  "Separate  Account")  and The  Life  Insurance
Separate Account of USAA Life Insurance Company (the "Life Insurance  Separate
Account")  as to  each  of  which  the  Company  is the  depositor,  and  USAA
Investment  Management  Company,  a registered  broker-dealer  and  registered
investment  adviser  organized  as a  corporation  under the laws of  Delaware
("USAA IMCO" or the "Distributor").

                                   RECITALS

      WHEREAS, the Company has established and maintains the Separate Account,
a separate  investment  account pursuant to the laws of Texas, for the purpose
of funding  flexible  premium  variable  annuity  contracts (the "Contract" or


                                      1

<PAGE>

"Contracts")  offered  pursuant to a Registration  Statement  relating thereto
filed  with  the  Securities  and  Exchange   Commission  (the  "SEC"  or  the
"Commission")  pursuant to the  Securities  Act of 1933, as amended (the "1933
Act"); and

      WHEREAS,  the  Company  also  has  established  and  maintains  the Life
Insurance Separate Account, a separate investment account pursuant to the laws
of Texas, for the purposes of funding flexible premium variable universal life
insurance  policies  (the  "Policy"  or  "Policies")  to be offered  after the
effectiveness  of the Registration  Statement  relating thereto filed with the
SEC pursuant to the 1933 Act; and

      WHEREAS,  the Separate  Account will be registered as a unit  investment
trust under the Investment Company Act of 1940 (the "1940 Act"); and

      WHEREAS,  the Life  Insurance  Separate  Account will be registered as a
unit  investment  trust  under the  Investment  Company Act of 1940 (the "1940
Act"); and

      WHEREAS,  the Distributor is an affiliate of the Company,  is registered
as a broker-dealer  under the Securities Exchange Act of 1934 (the "1934 Act")
and under the  securities  laws in all 50 states,  is a member of the National


                                      2

<PAGE>

Association of Securities  Dealers,  Inc.  ("NASD") and is authorized to offer
and sell mutual funds and variable  insurance  products,  and is the principal
underwriter and distributor of the USAA Life Investment Trust (the "Trust"), a
Delaware  business  trust  registered as an investment  company under the 1940
Act; and

      WHEREAS,  the Company has  extensive  experience in the operation of its
insurance  business and has trained personnel,  equipment,  and facilities for
conducting its present and future insurance operations; and

      WHEREAS,  the Distributor  has extensive  experience in the operation of
its business as registered broker-dealer and has trained (and NASD-registered)
personnel,  equipment,  and  facilities  for conducting its present and future
broker-dealer  operations (the term  "broker-dealer" as hereinafter used shall
include  the  offering,  solicitation,  and  sale  of  registered  securities,
broker-dealer  compliance  monitoring  activities,  and procedures  associated
therewith and all activities  incidental,  ancillary,  or complementary to the
business of a securities broker-dealer); and


                                      3

<PAGE>

      WHEREAS,  premiums received from owners of Contracts  ("Contractowners")
will be deposited at the  Contractowner's  designation in the Separate Account
and/or in the Company's general account,  and the Separate Account will invest
in shares of the Trust; and

      WHEREAS, premiums received from owners of Policies ("Policyowners") will
be deposited at the Policyowner's  designation in the Life Insurance  Separate
Account, and the Separate Account will invest in shares of the Trust; and

      WHEREAS,  certain personnel of the Company or its affiliates may engage,
or be deemed to be engaged, directly or indirectly, in the offering,  selling,
advertising  or  marketing  of  Contracts  and  Policies,   including  without
limitation, such activities as confirming transactions as required by 1934 Act
Rule 10b-10 and  maintenance  of records  required by 1934 Act Rules 17a-3 and
17a-4 or other SEC or NASD rules applicable to registered  broker-dealers (all
Company personnel  engaged in these  activities,  as well as all other persons
whom  Section  3(a)(18) of the 1934 Act defines as  associated  persons of the
Distributor, are referred to herein as "Associated Persons"); and


                                      4

<PAGE>

      WHEREAS, USAA IMCO also serves as the Investment Adviser (the "Adviser")
to the Trust, the Trust is the investment  medium for the Separate Account and
the  Life  Insurance  Separate  Account,   USAA  Life  is  the  depositor  and
administrator of the Separate Account and the Life Insurance Separate Account,
and USAA IMCO  receives,  as  Adviser to the Trust,  an  advisory  fee that is
detailed in a separate  Investment  Advisory  Agreement  between the Trust and
USAA IMCO; and

      WHEREAS,  the  Company  and the  Distributor  desire  to  enter  into an
agreement to have the  Distributor,  which shall at all times  function and be
deemed  to be an  independent  contractor,  act  as  the  Company's  principal
underwriter  for the sale of the  Contracts  and Policies  funded  through the
Separate Account and the Life Insurance Separate Account, respectively; and

      WHEREAS,  the  Distributor  and the Company  acknowledge  the  Company's
operations  as  being  the  best-suited  to  provide  certain   administrative
functions in connection with the Contracts and Policies,  subject at all times
to the control and direction of the Distributor  with respect to broker-dealer
operations.


                                      5

<PAGE>

      NOW,  THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained,  and of the  mutual  expectations  of  benefit  occurring  from the
activities herein contemplated, the parties hereto agree as follows:

1.    APPOINTMENT OF THE DISTRIBUTOR

      The  Company  shall  during the term of this  Agreement  take all action
which is required to cause the  Contracts  and Policies to comply as insurance
products,  interests  thereunder to comply as registered  securities,  and the
Separate  Account  and the Life  Insurance  Separate  Account  to  qualify  as
registered investment  companies,  under all applicable federal and state laws
and regulations.  The Company shall immediately  notify the Distributor of any
failure to comply or qualify or of any order or instruction of any regulatory,
judicial or governmental  authority to cease or limit the offer or sale of the
Contracts or Policies or any of the Company's operations related thereto.

      The Company  appoints the Distributor  and the Distributor  shall act as
the exclusive principal underwriter for the sale of the Contracts and Policies
to the  public,  during  the term of this  Agreement,  in each state and other
jurisdictions  in which such  Contracts and Policies may lawfully be sold. The
Distributor  shall offer the Contracts and Policies for sale and distribution,


                                      6

<PAGE>

but shall be under no obligation to effectuate any particular  amount of sales
of Contracts or Policies. In this connection, the Distributor shall distribute
prospectuses of the Trust together with  prospectuses of the Separate  Account
for the Contracts and the prospectuses of the Life Insurance Separate Account,
as required by the SEC.

      The  Distributor  in  its  capacity  as  broker-dealer  will  be  solely
responsible  for monitoring and  controlling  the activities of all Associated
Persons  involved in the  distribution and sale of the Contracts and Policies.
Applications  for the  Contracts  and  Policies  shall  be  solicited  only by
Associated  Persons who are registered with the NASD as representatives of the
Distributor ("Registered Representatives"), and who are duly and appropriately
licensed or otherwise  qualified to sell such  Contracts  and Policies in each
state or other  jurisdiction.  The  Company  shall  undertake  to appoint  the
Distributor's  Registered  Representatives  as life  insurance  agents  of the
Company,  which agents will be salaried  employees  of the Company.  Completed
applications  for the Contracts or Policies shall be  transmitted  directly to
the Company or to an appointed Third Party  Administrator  or other designated
agent (each a "TPA").

      Initial and subsequent  premium payments under the Contracts or Policies


                                      7

<PAGE>

shall be made  payable to the Company or its  designee  and any such  payments
which  come  into the  possession  of the  Distributor  shall  be  immediately
delivered  to the  Company  or its  designee.  The  Company  and any TPA shall
provide all Contract and Policy issue services at their own expense.  Anything
in this  Agreement to the contrary  notwithstanding,  the Company  retains the
ultimate  right to control the sale of the Contracts  and Policies,  including
the  right to  suspend  sales in any  jurisdiction  or  jurisdictions,  and to
appoint and  discharge  insurance  agents of the Company.  The Company  shall,
however,  cooperate  with and  assist  USAA IMCO to  insure  that USAA IMCO as
broker-dealer  controls  the  manner  and  whether  or not the  Contracts  and
Policies are sold for purposes of compliance with federal and state securities
law.  The  Distributor  and the  Company  shall  be held  to the  exercise  of
reasonable care in carrying out the provisions of this Agreement.

2.    REGISTRATION OF REPRESENTATIVES

      The  Distributor  shall be responsible  for ensuring that the individual
Registered  Representatives offering or selling the Contracts and Policies are
duly registered and qualified pursuant to the 1934 Act, NASD regulations,  and
any other required securities regulatory body.


                                      8

<PAGE>

3.    LIFE INSURANCE LICENSING

      The  Company  shall be  responsible  for  ensuring  that the  Registered
Representatives are duly qualified, under the insurance laws of the applicable
jurisdictions, to sell the Contracts and Policies.

4.    SUITABILITY

      The Company  desires to ensure that  Contracts  and Policies sold by the
Distributor  will be issued to  purchasers  for whom the Contracts or Policies
will be suitable.  The Distributor  shall establish  written  procedures which
will  require  Registered   Representatives  to  review  all  applications  to
determine that the Contracts or Policies are a "suitable"  investment  vehicle
for the applicant.  While not limited to the  following,  a  determination  of
suitability   shall  be  based  on  information   furnished  to  a  Registered
Representative  after  reasonable  inquiry of such  applicant  concerning  the
applicant's investment objectives and financial situation and needs, including
the likelihood  that the applicant will make  sufficient  premium  payments to
derive the  benefits  thereof.  Registered  Representatives  of USAA IMCO will
review every application for the Contracts or Policies to insure that it meets
the "suitability requirement" detailed in the NASD's Conduct Rules.


                                      9

<PAGE>

5.    SALES AIDS; PROMOTIONAL MATERIAL

      The  Company   shall  have   responsibility   for   furnishing   to  the
Distributor's  Registered  Representatives  all sales  aids,  and  promotional
material  related to the  solicitation and sale of the Contracts and Policies,
all at the Company's expense, and the Distributor shall not use any other such
aids, or material without the specific  advance approval of the Company.  Such
material  shall  have  been  approved  in  advance  by  the  Distributor.  The
Distributor, at its discretion,  directly or through the Company as its agent,
shall cause such material to be filed with and reviewed by the NASD,  the SEC,
or any other required securities regulatory body, as appropriate. The Company,
at its  expense,  shall make  timely  filings of all such aids,  material,  or
proposals with any insurance regulatory authorities, as required.

      No person shall,  in connection  with the offer or sale of the Contracts
or Policies, make any representations or communicate any information regarding
the  Contracts,  Policies or the Company  which are not contained in materials
approved  pursuant  to  this  Section  5 or in  the  then-effective  1933  Act
Registration  Statement  for  the  Separate  Account  and the  Life  Insurance
Separate Account, respectively.


                                      10

<PAGE>

6.    COMPENSATION

      The Company shall pay the salaries and employee  fringe  benefits of the
Registered  Representatives  of the  Distributor.  Such  salaries and benefits
shall be their sole compensation and shall not be related to the volume of the
sales of the Contracts or Policies made during a specified time period.

      The Company will  receive all amounts  charged as the Fixed Fund Account
Withdrawal Charge under the Contracts. The parties understand that the Company
is  charging  the Fixed  Fund  Account  Withdrawal  Charge to help  enable the
Company to declare higher rates of interest than it could  otherwise  declare,
is deducting no specific  charge for the cost of  distributing  the Contracts,
and  is  assuming  the  risk  that  the  charges  under  the  Contract  may be
insufficient  to cover the  Company's  actual  expenses  and costs  assumed in
connection with the Contracts.

7.    ADMINISTRATION, RECORDS AND CONFIRMATIONS

      The  Company   shall  be   primarily   responsible   for  the   internal
record-keeping and general office administration necessary for the sale of the
Contracts and Policies subject to the Distributor's  review and approval.  The
Company in its discretion and with the  understanding of the Distributor,  may


                                      11

<PAGE>

delegate  some or all of its record  keeping  functions to a TPA pursuant to a
separate written agreement. The books and records maintained by the Company or
TPA  as  agent  for  the  benefit  of  the  Distributor  will  conform  to the
requirements  of Rule 17a-3 and Rule 17a-4 under the 1934 Act,  and as further
amplified in SEC Release  34-8389.  Furthermore,  such books and records shall
remain the property of the Distributor,  shall be surrendered  promptly to the
Distributor at its request without  charge,  and shall at all times be subject
to  inspection  by the  Distributor,  the SEC pursuant to Section 17(a) of the
1934 Act and any other appropriate governmental agency.

      The Distributor  shall have  responsibility  for maintaining the records
required of it by applicable law or regulations  with respect to broker-dealer
operations,  although,  in the  Distributor's  discretion and at the Company's
expense,  the Distributor may use the Company or any TPA as its agent for this
purpose, as described in the preceding paragraph.

      Any and all books,  accounts,  and records of the Company,  the Separate
Account,  the Life  Insurance  Separate  Account,  and the  Distributor as may
pertain to the Contracts,  Policies and this Agreement  shall be maintained so
as to clearly and  accurately  disclose the nature and details of Contract and


                                      12

<PAGE>

Policy transactions or any transactions related thereto. The Distributor shall
keep  confidential  any  information  obtained  pursuant to this Agreement and
shall  disclose  such  information  only if the  Company has  authorized  such
disclosure,  or if such disclosure is expressly required by applicable federal
or state authorities.

      The  Distributor,  directly  or  through  the  Company or any TPA as the
Distributor's  agent (at the Company's  expense),  shall, upon or prior to the
completion of each Contract or Policy  transaction for which a confirmation is
legally  required,  send  a  written  confirmation  to  the  Contractowner  or
Policyowner  for each such respective  transaction,  in a form and manner that
complies with the  requirements  of the 1934 Act, state laws and  regulations,
and the  disclosure  requirements  of the  NASD.  Such  confirmations  will be
furnished to all  Contractowners or Policyowners in accordance with securities
laws, will reflect the facts of the  transaction,  and will show that they are
being sent by the Company on behalf of the Distributor. The parties agree that
the  form  and  the  manner  of  use  of   confirmations  in  connection  with
transactions  occurring in Contract or Policy  accounts shall be supervised by
the Distributor.  The Company shall prepare and distribute such  confirmations
in accordance with the Distributor's  instructions.  The Company shall make no
changes or variations in either the form or the manner of distribution of such


                                      13

<PAGE>

confirmations  without the written approval of the Distributor and shall cause
such  confirmations  to be issued as directed by the Distributor and on behalf
of the Distributor.

8.    EXAMINATION AND PROCEEDINGS

      The  Distributor  and the Company shall cooperate fully in any insurance
regulatory   examination,   investigation,   or  proceeding  or  any  judicial
proceeding  arising in connection with the Contracts and Policies  distributed
under this Agreement. The Distributor and the Company shall cooperate fully in
any  securities  regulatory  examination,  investigation  or proceeding or any
judicial  proceeding with respect to the Company,  the Distributor,  and their
respective  affiliates,  agents and  representatives  to the extent  that such
examination,  investigation, or proceeding is in connection with Contracts and
Policies  distributed  under this  Agreement.  The  Distributor  shall furnish
applicable  federal and state  regulatory  authorities with any information or
reports  in  connection  with  its  services  under  this   Agreement,   which
authorities may request in order to ascertain whether the Company's operations
are  being  conducted  in a  manner  consistent  with  any  applicable  law or
regulations.


                                      14

<PAGE>

      In the  case  of an  oral  or  written  consumer  or  regulatory  agency
complaint, the Distributor and the Company shall promptly notify the other and
shall  coordinate and fully  cooperate in responding to such  complaints.  The
Distributor   and  the  Company  shall  develop   procedures  to   coordinate,
investigate and respond to such complaints.

9.    OTHER COMPLIANCE REQUIREMENTS

      The Distributor  shall be responsible for the securities  activities of,
and for securities law compliance by, any Associated  Person engaged  directly
or  indirectly  in the  flexible  premium  variable  annuity  operation or the
flexible  premium  variable  universal  life insurance  operation.  This shall
include (i) compliance with NASD Conduct Rules and with federal and state laws
and  regulations,  and (ii) the  appropriate  training  and  qualification  of
Associated  Persons,  at the Company's expense.  The Distributor,  in order to
discharge  its  duties  under  this  provision  of  the  Agreement,  shall  be
authorized to and shall designate such Company personnel as it deems necessary
to qualify as limited or general securities  principals ("Limited  Principals"
or "General  Principals"),  which  individuals  shall supervise the securities
activities  of,  and   securities   law   compliance   by,  those   Registered
Representatives  selling the Contracts and  Policies,  all in accordance  with
applicable laws,  regulations and NASD requirements.  Further, the Distributor


                                      15

<PAGE>

shall have the authority to require such written  compliance  procedures as it
deems advisable to be established by the Company with respect to any aspect of
the Company's business that affects  broker-dealer  operations with respect to
the Contracts and Policies  and,  through the Limited and General  Principals,
monitor  and  enforce  compliance  with said  procedures.  The  Company  shall
cooperate and provide any assistance  required by the  Distributor in order to
insure  that the  Distributor  and  Associated  Persons  engaged  directly  or
indirectly in the sale of the Contracts and Policies remain in compliance with
any such compliance  procedures and appropriate  securities laws,  regulations
and the NASD's General Rules and Conduct Rules.

      The Distributor  will execute such papers and do such acts and things as
shall from time to time be reasonably requested by the Company for the purpose
of (a)  maintaining  the  registration  of the Contract  interests  and Policy
interests  under the 1933 Act and the Separate  Account and the Life Insurance
Separate  Account  under  the 1940 Act,  and (b)  qualifying  and  maintaining
qualification of the Contracts and Policies for sale under the applicable laws
of any state.

      Upon the  completion of each  transaction  for which a  confirmation  is


                                      16

<PAGE>

legally  required,  the Company or a TPA shall, on behalf of the  Distributor,
send a written  confirmation of such  transaction  reflecting the facts of the
transaction.

10.   CONTRACT PAYMENTS

      The  Company  shall  provide  payment  services,  with  respect  to  the
Contracts and Policies,  including  payments  representing  Contract or Policy
loans, full and partial surrenders,  and amounts paid under Contract or Policy
settlement options.


11.   COMPANY SERVICES

      The Company  shall  provide or arrange to provide,  at its expense,  all
necessary services in connection with the operational aspects of the Contracts
and Policies. These services shall include, but are not limited to, actuarial,
accounting, data processing, legal, regulatory,  Contractowner and Policyowner
service and any other actions  required by the Company in its  discretion.  In
addition to these services, or other services provided hereunder,  the Company
shall provide such executive,  clerical,  and other personnel related services
as may  be  required  to  carry  out  the  Company's  obligations  under  this
Agreement,  including  its  obligation  to perform  certain  functions  on the
Distributor's behalf.


                                      17

<PAGE>

12.   EXPENSE ALLOCATION

      Expenses under this Agreement are allocated in this Section 12. If, at a
later  time,  the  Agreement  gives  rise to  other  expenses,  they  shall be
allocated  as the  parties  may decide in writing  at that time.  The  Company
hereby agrees that it will bear the cost of the Associated  Persons'  salaries
and securities  licensing fees;  securities  registration  expenses and filing
fees with respect to the Contracts  and the Separate  Account and the Policies
and the Life  Insurance  Separate  Account;  costs of preparing,  printing and
distributing all prospectuses,  statements of additional information, notices,
periodic  reports,  and  proxy  solicitation  material  with  respect  to  the
Contracts  and  Policies,  costs of sales  literature  and  other  promotional
material, applications for exemptions, requests for no-action letters, and all
amendments  to any of the  above;  costs of  preparing,  printing,  and filing
Contract  and  Policy  forms;  and direct  legal and  accounting  expenses  in
connection  with any of the  foregoing.  Any of these  expenses  which  may be
initially  assumed by the Distributor  will be reimbursed to it by the Company
upon presentation of the appropriate  documentation in writing evidencing such
expenditures.  Nothing  in this  Agreement  shall be  deemed to  allocate  any
operational or  organizational  expense of the Trust, or the offer and sale of
its shares,  which expense shall be allocated pursuant to a separate agreement
or agreements pertaining to that entity


                                      18

<PAGE>

13.   INDEMNIFICATION

      a)    Whenever the Company is referred to in this Section (13), it is to
be construed to  specifically  also refer to and include the Separate  Account
and the Life Insurance Separate Account.

      b)    The Company shall indemnify and hold harmless the Distributor, its
agents,  employees  and each person,  if any,  who  controls  the  Distributor
against  any  loss,  liability,   claim,  damage  or  expense  (including  the
reasonable  cost of  investigating  or defending any alleged loss,  liability,
claim,  damage or expense and  reasonable  counsel fees incurred in connection
therewith) arising by reason of any person's acquiring any Contract or Policy,
which may be based upon any federal or state  securities  act, or on any other
statute or at common law, (i) on the ground that the registration statement or
related  prospectus,  as from time to time  amended and  supplemented,  or the
annual or interim reports to  Contractowners  or  Policyowners,  any published
marketing  materials or communications  with any Contractowner or Policyowners
or prospective Contractowner or Policyowner concerning the Contract or Policy,
respectively,  include an untrue statement of a material fact or omit to state
a material  fact  required to be stated  therein or necessary in order to make
the statements  therein not misleading,  unless such statement or omission was
made in reliance upon, and in conformity  with,  information  furnished to the
Company in connection therewith by or on behalf of the Distributor; or (ii) on


                                      19

<PAGE>

the ground that a TPA (other than a TPA controlled by  Distributor)  failed to
comply with any applicable  securities law and  regulations in connection with
its  rendering of Contract or Policy  issue,  recordkeeping,  or  confirmation
services under this Agreement;  provided,  however, that in no case (a) is the
indemnity of the Company in favor of the Distributor and any such  controlling
persons  to be deemed  to  protect  the  Distributor  or any such  controlling
persons thereof against any liability to the Company or its  Contractowners or
Policyowners  to which the Distributor or any such  controlling  persons would
otherwise  be  subject by reason of  willful  misfeasance,  bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations  and duties under this Agreement,  or (b) is the Company to
be liable  under its  indemnity  agreement  contained in this  paragraph  with
respect to any claim made  against  the  Distributor  or any such  controlling
persons,  unless the Distributor or such controlling  persons, as the case may
be shall have notified the Company in writing  within a reasonable  time after
the summons or other first legal process  giving  information of the nature of
the claim  shall have been  served upon the  Distributor  or such  controlling
persons  (or after the  Distributor  or such  controlling  persons  shall have
received  notice of such  service on any  designated  agent),  but  failure to
notify the Company of any such claim  shall not  relieve the Company  from any
liability which the Company may have to the person against whom such action is


                                      20

<PAGE>

brought otherwise than on account of the Company indemnity agreement contained
in this  paragraph.  The Company  will be entitled to  participate  at its own
expense in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Company elects to assume the
defense,  such  defense  shall  be  conducted  by  counsel  chosen  by it  and
satisfactory  to the  Distributor  or  such  controlling  person  or  persons,
defendant or defendants in the suit. In the event the Company elects to assume
the defense of any such suit and retain such counsel,  the Distributor or such
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expense of any additional  counsel retained by the Distributor or
such controlling person or persons, but, in case the Company does not elect to
assume the defense of any such suit, it will reimburse the Distributor or such
controlling  person or persons,  defendant or defendants in the suit,  for the
reasonable fees and expense of any counsel retained by them. The Company shall
promptly  notify the  Distributor  of the  commencement  of any  litigation or
proceedings against the Company or any of its officers,  directors,  employees
or  agents  in  connection  with  the  issuance  or sale of the  Contracts  or
Policies.

      c)    The Distributor shall indemnify and hold harmless the Company, its
agents,  employees and each person,  if any, who controls the Company  against
any loss,  liability,  claim, damage or expense (including the reasonable cost


                                      21

<PAGE>

of investigating or defending any alleged loss,  liability,  claim,  damage or
expense and reasonable counsel fees incurred in connection  therewith) arising
by reason of any person's acquiring any Contract or Policy, which may be based
upon any federal or state securities act, or on any other statute or at common
law, on the ground that the registration  statement or related prospectus,  as
from time to time amended and  supplemented,  or the annual or interim reports
to  Contractowners  or  Policyowners,  any  published  marketing  materials or
communications   with  any   Contractowner   or   Policyowner  or  prospective
Contractowner or Policyowner concerning the Contract or Policy,  respectively,
include an untrue  statement  of a  material  fact or omit to state a material
fact  required  to be  stated  therein  or  necessary  in  order  to make  the
statements therein not misleading,  unless such statement or omission was made
in reliance upon, and in conformity with,  information furnished in connection
therewith by or on behalf of the Company;  provided,  however, that in no case
(a) is the indemnity of the  Distributor  in favor of the Company and any such
controlling  persons  to  be  deemed  to  protect  the  Company  or  any  such
controlling  persons thereof against any liability to the Distributor to which
the Company or any such  controlling  persons  would  otherwise  be subject by
reason  of  willful  misfeasance,   bad  faith  or  gross  negligence  in  the
performance  of  its  duties  or  by  reason  of  reckless  disregard  of  its


                                      22

<PAGE>

obligations and duties under this  Agreement,  or (b) is the Distributor to be
liable under its indemnity  agreement contained in this paragraph with respect
to any claim made against the Company or any such controlling persons,  unless
the  Company  or such  controlling  persons,  as the case  may be  shall  have
notified the Distributor in writing within a reasonable time after the summons
or other first legal  process  giving  information  of the nature of the claim
shall have been served upon the Company or such controlling  persons (or after
the Company or such  controlling  persons shall have  received  notice of such
service on any designated agent), but failure to notify the Distributor of any
such claim shall not  relieve the  Distributor  from any  liability  which the
Distributor  may have to the  person  against  whom  such  action  is  brought
otherwise than on account of the Distributor  indemnity agreement contained in
this  paragraph.  The  Distributor  will be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Distributor elects to assume
the  defense,  such defense  shall be  conducted  by counsel  chosen by it and
satisfactory to the Company or such controlling  person or persons,  defendant
or defendants in the suit. In the event the  Distributor  elects to assume the
defense  of any  such  suit and  retain  such  counsel,  the  Company  or such
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expense of any additional counsel retained by the Company or such
controlling person or persons,  but, in case the Distributor does not elect to


                                      23

<PAGE>

assume the  defense of any such suit,  it will  reimburse  the Company or such
controlling  person or persons,  defendant or defendants in the suit,  for the
reasonable  fees and expense of any counsel  retained by them. The Distributor
shall  promptly  notify the Company of the  commencement  of any litigation or
proceedings  against  the  Distributor  or  any of  its  officers,  directors,
employees or agents in  connection  with the issuance or sale of the Contracts
or Policies.


14.   TERMINATION

      This Agreement shall be effective as of the date first above written and
shall  remain in full force and effect  thereafter,  provided,  however,  that
either party may terminate this  Agreement  without  penalty,  with or without
cause, on not less than sixty (60) days' written notice to the other party.

15.   AMENDMENT

      This  Agreement may be amended at any time by a writing  executed by the
parties.


                                      24

<PAGE>

16.   NON-ASSIGNMENT

      This  Agreement  shall not be assigned by either party without the prior
written consent of the other party.

17.   GOVERNING LAW

      This Agreement  shall be interpreted in accordance  with and governed by
the laws of the State of Texas.


                                      25

<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first written above.


USAA LIFE INSURANCE COMPANY,                      USAA INVESTMENT
on its own behalf and on behalf of                MANAGEMENT COMPANY
SEPARATE ACCOUNT OF
USAA LIFE INSURANCE COMPANY

BY: /s/ EDWIN L. ROSANE                           BY: /s/ MICHAEL J.C. ROTH
    -------------------                               ---------------------
    Edwin L Rosane                                    Michael J.C. Roth
    President & CEO                                   President


ATTEST: /s/ DWAIN A. AKINS                        ATTEST:/s/ MICHAEL D. WAGNER
        ------------------                               ---------------------
        Dwain A. Akins                                   Michael D. Wagner
        Assistant Secretary                              Secretary


                                      26


                                                                 EXHIBIT 1.(5)

                                 [USAA LOGO]


                         USAA LIFE INSURANCE COMPANY
               9800 Fredericksburg Road - San Antonio, TX 78288
                              (A Stock Company)

                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE INSURING AGREEMENT

USAA LIFE INSURANCE COMPANY will pay the beneficiary the death benefit of this
policy upon  receiving due proof that the death of the insured  occurred while
this policy was in effect.

This  policy  is a  flexible  premium  variable  life  insurance  policy.  The
specified amount of insurance may be increased or decreased by the owner.

THE DEATH BENEFIT OF THIS POLICY MAY BE VARIABLE AS TO THE AMOUNT OR DURATION,
OR BOTH,  DEPENDING UPON THE DEATH BENEFIT OPTION  SELECTED AND THE INVESTMENT
EXPERIENCE  OF THE LIFE  INSURANCE  SEPARATE  ACCOUNT  OF USAA LIFE  INSURANCE
COMPANY  ("SEPARATE  ACCOUNT"),  BUT SHALL  NEVER BE LESS  THAN THE  SPECIFIED
AMOUNT (SUBJECT TO ANY POLICY  INDEBTEDNESS AND PARTIAL SURRENDERS) AS LONG AS
THERE IS  SUFFICIENT  CASH VALUE TO KEEP THE POLICY IN EFFECT.  See  Section 8
(Death Benefit  Provisions).  THE CASH VALUE OF THIS POLICY WILL VARY FROM DAY
TO DAY. IT MAY INCREASE OR DECREASE DEPENDING ON THE INVESTMENT  EXPERIENCE OF
THE SEPARATE ACCOUNT. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT.

FLEXIBLE PREMIUMS PAYABLE DURING LIFETIME OF INSURED OR UNTIL MATURITY DATE.

VARIABLE DEATH BENEFIT  PAYABLE PRIOR TO MATURITY DATE.  CASH VALUE PAYABLE ON
MATURITY DATE.

INVESTMENT EXPERIENCE REFLECTED IN BENEFITS.

NON-PARTICIPATING POLICY.

This policy is issued by USAA LIFE  INSURANCE  COMPANY on the  Effective  Date
shown on the Policy Information Page.

We have tried to make this policy readable.  However,  there still may be some
technical terms and concepts that are difficult to understand. Should you need
help in understanding your policy, please call us at our toll-free number.

                                        FREE LOOK PERIOD - RIGHT TO RETURN
                                      You may cancel this contract within 10
                                      days* after you receive it by returning
                                      it to the Company or the representative
 /s/ EDWIN L. ROSANE                  who sold you the contract with your
 -------------------                  written request for cancellation. With
   Edwin L. Rosane                    respect to the Variable Fund Accounts,
     President                        we will refund the greater of the
                                      premium payment made or the value of the
                                      Variable Fund Account as of the Date of
                                      Receipt of the request to cancel plus
 /s/ BRADFORD W. RICH                 any premium charge, monthly deduction
 --------------------                 and mortality and expense risk charge
   Bradford W. Rich                   that had been deducted. The contract
      Secretary                       will be deemed void as if it had never
                                      been issued. *A longer Free Look Period
                                      may be required by law in some states.
                                      The exact number of days in your Free
                                      Look Period is shown on the Policy
                                      Information Page.

                          READ YOUR POLICY CAREFULLY!


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200TX
    

                                    Page 1

<PAGE>

 -----------------------------------------------------------------------------
                              TABLE OF CONTENTS
 -----------------------------------------------------------------------------

   
<TABLE>
<S>            <C>                                              <C>
Section 1.     Policy Information Page                          Page  4

Section 2.     Table of Monthly Guaranteed Cost of              Page  5
               Insurance Rates

Section 3.     Introduction                                     Page  6

Section 4.     Definitions                                      Page  7

Section 5.     Ownership and Beneficiary Provisions             Page 10

Section 6.     General Provisions                               Page 10

Section 7.     Premium Provisions                               Page 12

Section 8.     Death Benefit Provisions                         Page 14

Section 9.     Cash Value and Policy Charges                    Page 17

Section 10.    Availability of Funds  and Voting Rights         Page 21

Section 11.    Policy Surrender and Partial Surrenders          Page 22

Section 12.    Grace and Reinstatement Periods                  Page 23

Section 13.    Loan Provisions                                  Page 24

Section 14.    Settlement Options                               Page 25

Section 15.    Table of Guaranteed Payments                     Page 27
</TABLE>


VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200TX
    

                                    Page 2

<PAGE>

   
                      THIS PAGE INTENTIONALLY LEFT BLANK
    


                                    Page 3

<PAGE>

   
                      SECTION 2. POLICY INFORMATION PAGE


USAA NUMBER -

CONTRACT NUMBER -

EFFECTIVE DATE -

SPECIFIED AMOUNT -

PLAN OF INSURANCE -

DEATH BENEFIT OPTION -

MATURITY DATE* -

ISSUE AGE                  SEX

BENEFICIARY -

INSURED -

OWNER -

FREE LOOK PERIOD -


*IT IS POSSIBLE  THAT  COVERAGE  WILL EXPIRE PRIOR TO THE MATURITY  DATE SHOWN
EVEN IF SCHEDULED PREMIUMS ARE PAID IN A TIMELY MANNER OR IF THE CASH VALUE IS
INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.


VUL31747ST 01-98                                                     SAMPLEVUL
    

                                    Page 4

<PAGE>

   
                      SECTION 2. POLICY INFORMATION PAGE

USAA NUMBER -

CONTRACT NUMBER -

PLANNED PERIODIC PREMIUM -

MONTHLY TARGET PREMIUM PAYMENT -

INITIAL PREMIUM RECEIVED -

PREMIUM DEDUCTIONS - 3.0% PREMIUM CHARGE CALCULATED AS DEFINED IN SECTION 7 OF
                     THE CONTRACT.

FIRST YEAR ADMINISTRATIVE CHARGE OF $10.00 PER MONTH
MAINTENANCE CHARGE OF $5.00 PER MONTH EACH YEAR


                               TYPE OF COVERAGE

FORM NUMBERS                 *BENEFITS





*SEE FOLLOWING PAGES FOR MONTHLY COST OF INSURANCE RATES.

                 INSURANCE AMOUNTS BELOW ARE STILL CONTESTABLE


VUL31747ST 01-98                                                     SAMPLEVUL
    

                                    Page 4A

<PAGE>

   
USAA NUMBER -                                       CONTRACT NUMBER -

                                  SECTION 3.

                 TABLE OF GUARANTEED MONTHLY COST OF INSURANCE

(THE  COMPANY  HAS  THE  RIGHT  TO  CHARGE  LESS  THAN  THE  GUARANTEED  RATES
REPRESENTED BELOW.)

                               RATES PER $1000
    

   
<TABLE>
<S>                <C>           <C>                <C>
 POLICY                           POLICY
  YEAR                             YEAR
BEGINNING          RATE          BEGINNING          RATE
</TABLE>
    



   
                     THESE RATES ARE FOR THE BASE POLICY.


VUL31747ST 01-98                                                     SAMPLEVUL
    

                                    Page 5

<PAGE>

 -----------------------------------------------------------------------------
                           SECTION 3. INTRODUCTION
 -----------------------------------------------------------------------------

      This is a Variable  Universal Life Insurance  Policy also commonly known
as a Flexible Premium Variable Life Insurance  policy.  The death benefit that
is paid when the Insured  dies may vary.  After  charges as  described in this
policy  are  deducted  from the  premium  paid,  your Net  Premium  Payment is
invested to build the policy's cash value.  A Monthly  Deduction is subtracted
from  the  policy's  cash  value to pay for the cost of  insurance  and  other
charges.

Your Net Premium Payment will be allocated and invested as directed by you. It
will be invested in an Account  which does not  guarantee the principal or any
earnings  (this  is known as a  Variable  Fund  Account).  There  are  several
Variable Fund Accounts  under this policy which  correspond to various  Mutual
Funds in which you may  choose to  invest.  Your  value in the  Variable  Fund
Accounts will vary with the investment  experience of the corresponding  Fund.
The value may rise or it may fall.  You have access to the policy's cash value
either  through a loan,  a partial  surrender  or a total  surrender.  A total
surrender results in the termination of the life insurance policy.

      This is a brief summary of the life insurance policy.  YOU MUST READ THE
REST OF THIS  POLICY to  understand  the  details  of how this life  insurance
policy works.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200TX
    

                                    Page 6

<PAGE>

 -----------------------------------------------------------------------------
                            SECTION 4. DEFINITIONS
 -----------------------------------------------------------------------------

IN THIS POLICY --

ACCUMULATION UNIT means an accounting unit of measure used to calculate values
in each Variable Fund Account.

ADMINISTRATIVE  CHARGE means a monthly charge  deducted from the policy's cash
value during the first Policy Year only.  It  compensates  us for the start-up
expenses  incurred  in  issuing  this  policy.  It  is  shown  on  the  Policy
Information Page.

ANNIVERSARY  means the same date each succeeding year as the Effective Date of
the policy.

ANNUAL TARGET PREMIUM PAYMENT means an annual amount of premium payment that we
establish  when  the  policy  is  issued  and  that  is  shown  on the  Policy
Information  Page.  It is used to determine  whether a Premium  Charge will be
deducted  from premium  payments,  whether a surrender  charge is imposed on a
full surrender and whether the Guaranteed Death Benefit applies.

BENEFICIARY means the person or entity designated to receive the death benefit
upon the Insured's death.

CASH VALUE -  this term is explained in Section 9 of this policy.

COMPANY, WE, OUR, or US means USAA Life Insurance Company.

DATE OF RECEIPT means the date actually  received at our Home Office,  subject
to two exceptions:

            (1)   if received on a date other than a Valuation  Date, the Date
                  Of Receipt will be the following Valuation Date; and
            (2)   if received  on a  Valuation  Date after close of trading of
                  the New York Stock Exchange, the Date Of Receipt will be the
                  following Valuation Date.

DEATH BENEFIT - this term is explained in Section 8 of this policy.

EFFECTIVE  DATE  means the date we  approve  the  application  and issue  this
policy. The Effective Date is shown on the Policy Information Page.

FREE LOOK PERIOD  means the period of time  required by state law during which
the owner may  return the policy for  cancellation  and  receive a refund.  If
cancellation  of the policy is  requested  during the Free Look Period we will
refund the greater of the premium  payment or the value of the  Variable  Fund
Accounts  as of the Date of Receipt of the  request to cancel plus any Premium
Charge,  Monthly  Deduction  and  Mortality  and Expense  Charge that had been
deducted. The Free Look Period is shown on the Policy Information Page.

FUND means an investment portfolio that has specific investment objectives and
policies and is offered by a Mutual Fund.

GUARANTEED  DEATH  BENEFIT means that the Company  guarantees  that the policy
will not lapse  during the first five  policy  years and that a death  benefit
will be paid  if a  sufficient  amount  of  premium  has  been  paid.  See the
Guaranteed Death Benefit Provision on page 12.

HOME  OFFICE  means  USAA  LIFE  INSURANCE   COMPANY;   USAA  BUILDING,   9800
FREDERICKSBURG ROAD, SAN ANTONIO, TEXAS 78288.

   
INDEBTEDNESS  means the sum of all unpaid policy loans and any unpaid  accrued
interest due on loans.


VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 7

<PAGE>

 -----------------------------------------------------------------------------
                        SECTION 4. DEFINITIONS (Cont.)
 -----------------------------------------------------------------------------

INSURED  means the person whose life is insured.  The insured is identified on
the Policy Information Page. The Insured may or may not be the Owner.

LAPSE means the policy has terminated  because of insufficient cash value from
which to deduct the  Monthly  Deduction  and any loan  interest  then due.  No
insurance coverage exists when the policy has Lapsed.

MAINTENANCE  CHARGE means a monthly  charge  deducted  from the policy's  cash
value. It compensates us for recurring  administrative expenses related to the
maintenance of the policy and the Separate Account.  It is shown on the Policy
Information Page.

MATURITY DATE means the date that we will pay the policy's cash value,  to the
Owner,  as long as the  policy  has not  terminated  because  of  Lapse,  full
surrender,  or the Insured's  death.  The Maturity Date is shown on the Policy
Information Page.

MONTHLY  ANNIVERSARY  means  the  same  date of each  succeeding  month as the
Effective Date of the policy.

MONTHLY DEDUCTION means a charge made under this policy each month against the
policy's cash value. The charge is equal to:

      (1)   the cost of insurance and any riders; plus
      (2)   the Administrative Charge that is applied during the
            first 12 months that the policy is in effect; plus
      (3)   the Maintenance Charge.

MINIMUM  AMOUNT  INSURED  means the amount of life  insurance  required by the
Internal  Revenue Code to qualify the policy as life  insurance and to exclude
the death benefit from the Beneficiary's taxable income.

MUTUAL FUND means an open-end investment company under federal securities law.
It may offer shares of several different Funds for investment.

NET ASSET VALUE means the current value of each Fund's total assets,  less all
liabilities, divided by the total number of shares outstanding.

NET PREMIUM  PAYMENT  means the amount of a premium  payment less the policy's
Premium Charge. See the Premium Charge provision in Section 7.

NOTICE TO US means your signed  statement which is received at our Home Office
and is in a form satisfactory to us.

OWNER  means  the  person to whom we owe the  rights  and  privileges  of this
policy.

POLICY  INFORMATION  PAGE means the page that identifies  certain  information
about this policy and  specifies  certain  terms of the policy.  It appears at
page 4.

POLICY YEAR means a period of 12 calendar  months  starting with the Effective
Date of the policy, and each 12-month period thereafter.  For example, if your
policy  was  issued  on July 15,  your  first  Policy  Year  would  end on the
following July 14. Each subsequent  Policy Year would start on July 15 and end
on July 14.

PREMIUM  CHARGE  means an  amount  that we deduct  from  premium  payments  to
compensate us for sales charges and taxes related to the policy.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 8

<PAGE>

 -----------------------------------------------------------------------------
                        SECTION 4. DEFINITIONS (Cont.)
 -----------------------------------------------------------------------------


SEPARATE  ACCOUNT means the  investment  account  established  under Texas law
through which USAA Life  Insurance  Company  invests the Net Premium  Payments
received for investment in the Variable Fund Accounts  under this policy.  The
Separate  Account is  divided  into  subdivisions  called  the  Variable  Fund
Accounts under this policy. Each Variable Fund Account invests the Net Premium
Payments  allocated  to it in a  particular  Fund.  The assets of the Separate
Account  are owned by USAA Life  Insurance  Company.  To the  extent  that the
assets are equal to the reserves and other contractual  liabilities,  they are
not  chargeable  with  liabilities  arising  out of any other  business of the
Company.  The income,  gains,  and losses,  realized or  unrealized,  from the
assets of the Separate  Account are  credited or charged  against the Separate
Account  without regard to other income,  gains or losses of the Company.  The
Separate  Account  is  registered  as  an  investment  company  under  federal
securities law.

SPECIFIED AMOUNT means the minimum death benefit payable as long as the policy
is in effect.  It is also the amount of life insurance  issued by the Company.
It is shown on the Policy Information Page.

   
SURRENDER  CHARGE means an amount that may be deducted  from the policy's cash
value if the  Owner  surrenders  the  policy in full.  See the Full  Surrender
Charge provision on page 21.
    

VALUATION DATE means any business day, Monday through Friday, on which the New
York Stock Exchange is open for regular trading, except

            (1)   Any day on which  the  value of the  shares of a Fund is not
                  computed.
            (2)   Any day during which no order for the purchase,  redemption,
                  surrender or transfer of Accumulation Units is received.

VALUATION  PERIOD means the period of time from the end of any Valuation  Date
to the end of the next Valuation Date.

VARIABLE  FUND ACCOUNT means a  subdivision  of the Separate  Account in which
premium  payments may be invested.  There are several  Variable  Fund Accounts
under this policy.  Each  Variable  Fund Account  corresponds  to a particular
Fund. Net Premium  Payments  allocated to a Variable Fund Account are invested
by the Company in the  particular  Fund.  The Variable  Fund Accounts are also
referred to in this policy as Accounts.

YOU, YOUR or YOURS refers to the Owner of the policy.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 9

<PAGE>

 -----------------------------------------------------------------------------
               SECTION 5. OWNERSHIP AND BENEFICIARY PROVISIONS
 -----------------------------------------------------------------------------

OWNER

The rights and privileges of this policy belong to you, the Owner,  during the
Insured's  lifetime.  The policy names you or someone else as the Insured.  If
you are not the Insured, you should name a successor owner who will become the
Owner if you die before the  Insured.  If you die before the Insured and there
is no successor owner, ownership passes to your estate.

CHANGE OF OWNERSHIP

You may change the ownership of this policy by sending Notice To Us during the
Insured's  lifetime.  The change  will take  effect on the date we receive the
request.  A change in ownership will not affect actions taken by us before the
request  is  received.  A change of  ownership  is subject to the rights of an
assignee of record and any irrevocable beneficiary.

ASSIGNMENT

You may collaterally  assign this policy subject to the written consent of any
irrevocable  beneficiaries and any other assignees of record. We are not bound
by an  assignment  until  it is  received  at our  Home  Office.  We  are  not
responsible for determining the validity of an assignment.

BENEFICIARY

The  Beneficiary  is the  person or entity  named in the  application,  unless
changed  by you  during  the  Insured's  lifetime.  If more  than one  primary
Beneficiary is named,  the death benefit will be paid equally to them,  unless
you direct  otherwise.  Benefits  payable to a Beneficiary who dies before the
Insured will be paid equally to the remaining Beneficiaries,  unless otherwise
directed.  If no Beneficiary  survives the Insured,  the death benefit will be
paid to you, if living, or, if not, to your estate.

CHANGE OF BENEFICIARY

You may change the  Beneficiary  of this policy by sending Notice To Us during
the Insured's lifetime.  The written consent of any irrevocable  beneficiaries
must be obtained before any change. The change will take effect on the date we
receive  the  request.  If we make a  benefit  payment  in good  faith  before
receiving  the  request,  we will receive  credit for the payment  against our
liability  under the policy.  A change of Beneficiary is subject to the rights
of an assignee of record.

 -----------------------------------------------------------------------------
                        SECTION 6. GENERAL PROVISIONS
 -----------------------------------------------------------------------------

CONTRACT EXPLANATION

The  policy is a legal  contract  between  you and us. The  consideration  for
issuing this policy is:

      (1)   Completion of the application, and  
      (2)   Payment of the first premium.

The policy, application, any supplemental applications,  riders, endorsements,
and amendments form the entire  contract.  We will consider  statements in the
application  as  representations  and  not  warranties.  Only  representations
contained in the application or supplemental  application will be used to void
this policy or to defend a claim under this policy.

Only the  president  or  secretary  of the Company has  authority  to waive or
change a provision of this policy, and then only in writing.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 10

<PAGE>

 -----------------------------------------------------------------------------
                    SECTION 6. GENERAL PROVISIONS (Cont.)
 -----------------------------------------------------------------------------

INCONTESTABILITY

We will not contest  this  policy,  or any  increase to it,  except for Lapse,
after the policy or increase has been in force during the  Insured's  lifetime
for two years.  During any two-year  contestable  period, we have the right to
contest  the  validity  of this  policy  based on  material  misstatements  or
omissions made in the  application or supplemental  application.  The two-year
period for the policy begins on the Effective Date and the two-year period for
any increase  begins on the date the increase is approved and made  effective.
If  we  rescind  the  policy  we  will  refund  the  premiums  paid  less  any
Indebtedness and any previous partial surrenders.

This provision does not apply to optional policy benefits added by rider. Each
rider contains its own incontestability provision.

MISSTATEMENT OF AGE OR SEX

If the Insured's  age or sex has been  misstated on the  application,  we will
adjust  the cash  value and  death  benefit  to those  amounts  that  would be
obtained based on the correct Monthly  Deductions since the policy's Effective
Date.

SUICIDE EXCLUSION

If the Insured  commits  suicide  (while sane or insane)  during the first two
years the policy is in effect, we will not pay a death benefit. We will refund
the premiums paid less any Indebtedness  and any previous partial  surrenders.
If the Specified Amount is increased by the Owner, a separate two-year suicide
exclusion period is applied to the amount of the increase. If the Insured dies
as a result of suicide  (while sane or insane)  during the  separate  two-year
suicide exclusion  period, we will only pay the death benefit  attributable to
the  initial  Specified  Amount (on which the  two-year  exclusion  period has
expired).  We will  refund  the  premium  paid less any  Indebtedness  and any
partial surrenders attributable to the increase in the Specified Amount.

ANNUAL STATEMENT AND REPORTS

Within 30 days after  this  policy's  Anniversary,  we will mail you an annual
statement showing:

      (1)   the amount of the death benefit;
      (2)   the cash value;
      (3)   any Indebtedness;
      (4)   any loan interest charge;
      (5)   any loan repayments since the last annual report;
      (6)   any partial surrenders since the last annual report;
      (7)   all premium payments since the last annual report;
      (8)   all deductions and charges since the last annual report; and,
      (9)   other pertinent information required by any applicable law or
            regulation, or that we deem helpful to you.

We may instead,  at our discretion,  mail you the annual  statement  within 30
days after December 31 of each year. The  information  contained in the annual
statement  will be  computed  as of a date not more than 60 days  prior to the
mailing of the annual statement.  We may at our discretion send you statements
more  frequently.  As required by state and federal law, we will also send you
semi-annual  reports  for the  Funds  that  correspond  to the  Variable  Fund
Accounts,  semi-annual  reports  for  the  Separate  Account,  and  any  other
information.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 11

<PAGE>

 -----------------------------------------------------------------------------
                    SECTION 6. GENERAL PROVISIONS (Cont.)
 -----------------------------------------------------------------------------

POLICY SERVICE

All  request  for changes to this policy must be clear and in writing and must
be received by our Home Office. Requests to change premium payment allocation,
requests  for  partial  surrenders,  requests  for  loans,  and  requests  for
transfers between Accounts may, however, be made by telephone.  We will employ
reasonable  procedures to confirm that instructions  communicated by telephone
are genuine,  and only if we do not, will we be liable for any losses  because
of unauthorized or fraudulent instructions. Information will be obtained prior
to any  discussion  regarding  the contract  including but not limited to: (1)
USAA  number or  contract  number,  (2) the name of the Owner,  and (3) social
security number of the Owner. In addition,  all telephone  communications with
an Owner are recorded and  confirmations  of all  transactions are sent to the
Owner's  address.  We may  modify,  suspend,  or  discontinue  this  telephone
transaction privilege at any time without prior notice.

NON-PARTICIPATING

This is a  non-participating  policy. This policy will not share in any of the
Company's  profits  or surplus  earnings.  We will not pay  dividends  on this
policy.

CONFORMITY WITH LAW

This policy is subject to the laws of the state  where it was  issued.  To the
extent that the policy may not comply,  it will be interpreted  and applied to
comply.

BASIS OF RESERVES

All of the  reserve  values  of this  policy  are the  same or more  than  the
minimums  required  by the laws of the state  where  the  policy  was  issued.
Reserves are computed by the  Commissioner's  Reserve Valuation Method. In the
states  which  require it, we have filed a detailed  statement  with the state
insurance department.

 -----------------------------------------------------------------------------
                        SECTION 7. PREMIUM PROVISIONS
 -----------------------------------------------------------------------------

INITIAL PAYMENT

Any part of the  initial  Net Premium  Payment or any  subsequent  Net Premium
Payment  made during the free look period that is requested to be allocated to
any of the  Variable  Fund  Accounts  will be  allocated  to the Money  Market
Variable  Fund Account on the  Effective  Date.  The Net Premium  Payment will
remain in the Money Market Variable Fund Account for the Free Look Period plus
five days. On the Valuation Date immediately following the end of that period,
the initial Net Premium  Payment,  together  with any  subsequent  Net Premium
Payments that have been made,  plus any earnings  will be allocated  among the
Variable Fund Accounts in the  percentages  as directed on the  application at
the  Accumulation  Unit value next computed on that date.  The initial and all
subsequent  premium  payments  must be sent to our Home Office and will not be
made effective until the Date Of Receipt by our Home Office.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 12

<PAGE>

 -----------------------------------------------------------------------------
                    SECTION 7. PREMIUM PROVISIONS (Cont.)
 -----------------------------------------------------------------------------

PLANNED PERIODIC PREMIUM PAYMENTS

Planned periodic premium payments may be made at the interval indicated on the
Policy  Information  Page.  The failure to follow a planned  periodic  premium
schedule  will not in itself  cause the  policy to Lapse.  On the other  hand,
payment of a planned  periodic premium will not guarantee that the policy will
remain in effect  except as provided  under the section  entitled  "Guaranteed
Death  Benefit"  below.  The duration of the policy  depends upon the policy's
cash value.

We will send premium notices,  if you request, at 3, 6, or 12-month intervals.
All planned  periodic  premium payments must be paid to us at our Home Office.
You may change the amount or frequency of planned periodic  premium  payments,
subject to the maximum premium limitation.

PREMIUM  CHARGE

A Premium Charge is deducted from premium  payments to compensate us for sales
charges  and taxes.  This  charge is 3% of the  premium  payment.  The Premium
Charge is deducted from all premium payments until the total amount of premium
paid exceeds the Annual Target Premium  Payment  multiplied by 10. The Premium
Charge is  designed  so that it will not be  applied  if the  total  amount of
premium  paid  exceeds the amount of Annual  Target  Premium  Payments for ten
years. If the owner  increases or decreases the Specified  Amount a new Annual
Target  Premium  Payment will be declared by us for the new Specified  Amount.
Whether or not the Premium  Charge  applies will be  determined  using the new
Annual Target Premium Payment.

GUARANTEED DEATH BENEFIT

You have the option to pay  planned  periodic  premium  payments  based on the
Annual Target  Premium  Payment.  If upon any Monthly  Anniversary  during the
first five policy  years the total  planned and  unscheduled  premium you have
paid,  less any  partial  surrenders,  is equal to or greater  than the Annual
Target Premium Payment prorated for the number of Monthly  Anniversaries  that
have occurred since the Policy's  Effective  Date, then we guarantee that this
policy will not lapse on that Monthly  Anniversary,  even if the cash value is
insufficient to pay for the Monthly  Deduction and any loan interest then due.
This guarantee option is only available during the first five policy years.

If the  Specified  Amount is increased or decreased  within the first 5 Policy
Years a new Annual  Target  Premium  Payment  will be declared by us. This new
Annual Target Premium  Payment will be used to make the described  calculation
to determine whether the Guaranteed Death Benefit applies.

UNSCHEDULED PREMIUM PAYMENTS

Unscheduled premium payments may be made at any time and must be paid to us at
our Home Office, subject to the maximum premium limitation.

MAXIMUM PREMIUM LIMITATION

The sum of premiums paid on this policy, both planned and unscheduled,  cannot
exceed the maximum  premium allowed by the Internal  Revenue Code,  unless the
premium is necessary to prevent  Lapse.  We monitor the amount of the policy's
cash value and the amount of life  insurance  at risk to the  Company  that is
required by the Internal  Revenue Code to qualify the policy as life insurance
and to exclude the death benefit from the  beneficiary's  taxable income. If a
premium  payment  will cause the policy not to satisfy  Internal  Revenue Code
requirements  we will  refund  the excess  premium  payment to you and we will
accept no further  premium until allowed by the Internal  Revenue Code current
maximum premium  limitation.  We may invite you to apply,  subject to proof of
insurability, to increase the Specified Amount.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 13

<PAGE>

 -----------------------------------------------------------------------------
                    SECTION 7. PREMIUM PROVISIONS (Con't)
 -----------------------------------------------------------------------------

ALLOCATIONS OF NET PREMIUM PAYMENT

Premium payments that are requested to be allocated among the various Accounts
under this policy must be allocated in amounts no smaller than  one-tenth of a
percent,  provided  that the total amount  equals an aggregate of 100 percent.
The allocation of subsequent premium payments among the various Accounts under
this policy will be made to the same Accounts and in the same  proportions  as
the initial premium payment which is shown on the application.  The allocation
of  subsequent  premium  payments  may be  changed by the Owner at any time by
sending a  written  request  to our Home  Office,  or by  making a request  by
telephone.  A request to change subsequent premium payment allocations will be
effective with the first premium payment  received on or following the Date Of
Receipt of the request.

DATE SUBSEQUENT NET PREMIUM PAYMENTS CREDITED

Net Premium Payments after the initial premium payment will be credited to the
Accounts  under this policy on the Date Of Receipt.  Payments to the  Variable
Fund  Accounts  under this policy will be  credited at the  Accumulation  Unit
value that is next computed on the Date Of Receipt.

TRANSFERS

You may convey  value from one Account to another  Account  under this policy.
This is known as a  transfer.  Transfers  are also  subject  to the  following
restrictions.

      (1)   Six free transfers may be made each Policy Year;
      (2)   Additional transfers may be made each Policy Year but are subject 
            to a fee of $25.00 per transfer;
      (3)   The minimum amount that may be transferred from an Account is
            $250.00; or the entire Account value if the value is less than
            $250.00;
      (4)   A request for a transfer must clearly state the amount to be
            transferred, the Account from which it is to be withdrawn, and the
            Account to which it is to be credited;
      (5)   A transfer may not be made during the first 30 days after the
            Effective Date;
      (6)   A transfer will result in either the redemption or purchase of
            Accumulation Units, or both; the transfer will be processed
            effective at the Accumulation Unit value next computed on the Date
            Of Receipt of the transfer request;
      (7)   We reserve the right at any time and without prior notice to
            terminate, suspend, or modify these transfer privileges.

 -----------------------------------------------------------------------------
                     SECTION 8. DEATH BENEFIT PROVISIONS
 -----------------------------------------------------------------------------

DEATH BENEFIT

We will pay the Death  Benefit  when we receive due proof of death at our Home
Office that the Insured has died while this policy is in effect.

The Death  Benefit  will be paid in  accordance  with the most  current  Death
Benefit Option  selected,  reduced by any  Indebtedness and any due and unpaid
Monthly Deductions as set forth in the Grace Period Provision.  These proceeds
will be increased by any additional  optional  insurance  benefits provided by
rider.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 14

<PAGE>

 -----------------------------------------------------------------------------
                 SECTION 8. DEATH BENEFIT PROVISIONS (Cont.)
 -----------------------------------------------------------------------------

DEATH BENEFIT OPTIONS

The policy  provides two Death  Benefit  Options:  Option A and Option B. Both
Options  provide life insurance  protection  combined with the  opportunity to
build cash value.

Under Option A, the amount of life insurance at risk to the Company  decreases
as the cash value increases. The total Death Benefit remains level (unless the
Minimum Amount Insured applies - see Minimum Amount Insured, below).

Under Option B, the amount of life  insurance  at risk to the Company  remains
level (unless the Minimum Amount Insured applies - see Minimum Amount Insured,
below) but the total Death Benefit  includes the cash value. See Section 9 for
an explanation of how cash value is determined. The Death Benefit Options are:

Option A:   The Death Benefit is:
      (1)   The Specified Amount; or
      (2)   The Minimum Amount Insured, if greater.

Option B:   The Death Benefit is:
      (1)   The Specified Amount, plus the policy's
            cash value; or
      (2)   The Minimum Amount Insured, if greater.

MINIMUM AMOUNT INSURED

   
The Minimum Amount Insured means the amount of life insurance  required by the
Internal  Revenue Code to qualify the policy as life  insurance and to exclude
the Death Benefit from the  Beneficiary's  taxable income. It is calculated by
multiplying  the policy's cash value  (ignoring the amount of any  outstanding
loan and any unpaid loan interest) by a specified percentage which is based on
the Insured's age. The specified percentages are:
    

<TABLE>
<CAPTION>
      AGE           PERCENTAGE          AGE              PERCENTAGE
<S>                    <C>           <C>                    <C> 
      0-40             250%              61                 128%
       41              243%              62                 126%
       42              236%              63                 124%
       43              229%              64                 122%
       44              222%              65                 120%
       45              215%              66                 119%
       46              209%              67                 118%
       47              203%              68                 117%
       48              197%              69                 116%
       49              191%              70                 115%
       50              185%              71                 113%
       51              178%              72                 111%
       52              171%              73                 109%
       53              164%              74                 107%
       54              157%             75-90               105%
       55              150%              91                 104%
       56              146%              92                 103%
       57              142%              93                 102%
       58              138%              94                 101%
       59              134%          95 and older           100%
       60              130%
</TABLE>


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 15

<PAGE>

 -----------------------------------------------------------------------------
                 SECTION 8. DEATH BENEFIT PROVISIONS (Cont.)
 -----------------------------------------------------------------------------

We  monitor  the  amount of the  policy's  cash  value and the  amount of life
insurance at risk to the Company that is required by the Internal Revenue Code
to qualify the policy as life  insurance and to exclude the Death Benefit from
the beneficiary's taxable income. If, prior to the insured's death, unexpected
increases  in the  policy's  cash value  would cause the policy not to satisfy
Internal Revenue Code requirements,  we will increase the Death Benefit to the
Minimum  Amount  Insured so that the Death  Benefit will be excluded  from the
beneficiary's taxable income.

DEATH BENEFIT OPTION CHANGES

After the first Policy Year, you may change the Death Benefit Option by Notice
To Us. The new Death  Benefit  Option  must also remain in effect for one year
before another change will be allowed.  Any change is subject to the following
conditions.

   
      (1)   You may change from Death Benefit Option A to Death Benefit Option
            B by  Notice  To Us.  The  new  Specified  Amount  will be the old
            Specified Amount less the policy's cash value (ignoring the amount
            of  any  outstanding   loan  and  any  unpaid  loan  interest)  as
            determined on the Date Of Receipt of the Notice To Us. If you want
            the new  Specified  Amount  to be the  same  as the old  Specified
            Amount,  the  change in Death  Benefit  Option  will be subject to
            proof of  insurability.  A change from Death  Benefit  Option A to
            Option B will be subject to a remaining  $50,000  Specified Amount
            or $25,000 if the Insured is less than 18 years of age.
      (2)   You may change from Death Benefit Option B to Death Benefit Option
            A by  Notice  To Us.  The  new  Specified  Amount  will be the old
            Specified  Amount  increased by the policy's cash value  (ignoring
            the amount of any  outstanding  loan and any unpaid loan interest)
            next determined on the Date Of Receipt of the Notice To Us.
    

A Change  from  Option A to Option B or from  Option B to Option A will become
effective on the next Monthly  Anniversary on or following the date the change
is approved by us.

SPECIFIED AMOUNT CHANGES

You may change the Specified  Amount by Notice To Us. Any change is subject to
the following conditions:

      (1)   Any increase will require proof of the Insured's  insurability and
            must be applied for on a written application.  The application for
            any increase will be attached to and made part of this policy.
      (2)   Any  increase  must  not be  less  than  $25,000  unless  made  in
            conjunction  with a change in death  benefit  option or to satisfy
            Internal Revenue Code requirements.
      (3)   Any decrease will be applied against the most recent increase.
      (4)   A decrease will not be allowed that results in a Specified  Amount
            of less than  $50,000 or  $25,000  if the  Insured is less than 18
            years of age,  other  than a  decrease  resulting  from a  partial
            surrender of cash value under Option A.

Increases  in  Specified  Amount will  become  effective  on the next  Monthly
Anniversary on or following the date the increase is approved by us. Decreases
in Specified Amount will become  effective on the next Monthly  Anniversary on
or following the Date Of Receipt of the Notice To Us.


   
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                                    Page 16

<PAGE>

 -----------------------------------------------------------------------------
                   SECTION 9. CASH VALUE AND POLICY CHARGES
 -----------------------------------------------------------------------------

GENERAL DESCRIPTION

Net Premium  Payments are invested in the Variable  Fund  Accounts  under this
policy to build cash value.  The net premium  that you  allocate to a Variable
Fund Account is invested by the Company  through the Separate  Account that we
have  established to purchase  shares of the  corresponding  Fund at their Net
Asset Value.  Your value in the Variable Fund Accounts will fluctuate and vary
based on the investment  experience of the corresponding  Fund. In addition to
the charges made under this policy that are discussed in this  section,  there
are expenses that apply at the corresponding Fund level.  Please read the Fund
prospectus for a complete understanding of all expenses.

CASH VALUE

The  policy's  cash  value  will  vary on a daily  basis  with the  investment
experience of the selected  Accounts to which you are  allocating  Net Premium
Payments.

The cash  value will also vary to reflect  the  amount  and  frequency  of Net
Premium  Payments,  the effect of any  partial  surrenders,  the effect of any
loans,  and the charges and  deductions  made under this  policy.  There is no
minimum guaranteed cash value.

The cash value of this policy on the Effective Date is the Net Premium Payment
less the Monthly Deduction for the following month. Thereafter, the cash value
on any  Valuation  Date  will  equal  the sum of the  policy's  value  in each
Variable Fund Account plus any value held in the Company's  general account to
secure a loan plus any  interest  earnings  credited  on the value held in the
general account less the amount of any  outstanding  loan including any unpaid
interest  and less any  Monthly  Deductions,  transfer  charges,  and  partial
surrender charges applied through that date. (See Section 13 Loan Provisions.)

On each Monthly Anniversary, the Monthly Deduction will reduce the cash value.
The amount of Monthly  Deduction taken from the Account(s) will be in the same
proportion as each Account(s) cash value has to the total policy cash value.

THE SEPARATE ACCOUNT

The Separate  Account is an  investment  account  established  under Texas law
through which USAA Life  Insurance  Company  invests the Net Premium  Payments
received for investment in the Variable Fund Accounts  under this policy.  The
Separate  Account is  divided  into  subdivisions  called  the  Variable  Fund
Accounts under this policy. Each Variable Fund Account invests the Net Premium
Payments  allocated  to it in a  particular  Fund.  The assets of the Separate
Account  are owned by USAA Life  Insurance  Company.  To the  extent  that the
assets are equal to the reserves and other contractual  liabilities,  they are
not  chargeable  with  liabilities  arising  out of any other  business of the
Company.  The income,  gains,  and losses,  realized or  unrealized,  from the
assets of the Separate  Account are  credited or charged  against the Separate
Account  without regard to other income,  gains or losses of the Company.  The
assets of the Separate  Account  shall be valued at the end of each  Valuation
Date.  The Separate  Account is  registered  as an  investment  company  under
federal securities law.


   
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                                    Page 17

<PAGE>

 -----------------------------------------------------------------------------
               SECTION 9. CASH VALUE AND POLICY CHARGES (Cont.)
 -----------------------------------------------------------------------------

YOUR VALUE IN VARIABLE FUND ACCOUNTS

At the end of each  Valuation  Date,  the  Accumulation  Unit  value  for each
Variable  Fund Account is computed.  Your value in a Variable  Fund Account is
determined by multiplying  the number of  Accumulation  Units credited to that
Variable Fund Account by the value of the  Accumulation  Unit as of the end of
any Valuation Date. Accumulation Units are credited to a Variable Fund Account
under this policy when you pay us premium  and  allocate it to the  particular
Variable Fund Account. The number of Accumulation Units credited to a Variable
Fund  Account  under this policy is  determined  by  dividing  the Net Premium
Payment credited to the Account by the Account's  Accumulation Unit value next
computed on the Date Of Receipt of the premium  payment.  Each  Variable  Fund
Account's  Accumulation  Units are valued  separately.  The Accumulation  Unit
value  of a  Variable  Fund  Account  as of the end of any  Valuation  Date is
calculated as (1) multiplied by (2) where:

      (1)   Is the  Accumulation  Unit Value for the  Account as of the end of
            the immediately preceding Valuation Period; and
      (2)   Is the Net  Investment  Factor for the Valuation  Period ending on
            that Valuation Date.

Your value in a Variable  Fund  Account is also reduced by any values you have
withdrawn or transferred and less any Monthly  Deductions,  transfer  charges,
and partial  surrender  charges  applied through that date. You may learn what
the daily value of an Accumulation Unit is and the number of units credited to
the Variable Fund Accounts under your policy by contacting our Home Office.

NET INVESTMENT FACTOR

The net  investment  factor is an index number that  reflects  charges to this
policy  and  investment   performance  during  a  Valuation  Period.  The  net
investment factor for a Variable Fund Account is determined by dividing (1) by
(2), and then subtracting (3) from the result, where:

      (1)   Is the net result of:

            (a)   The Net Asset Value per share of the Fund shares held in the
                  corresponding Variable Fund Account determined at the end of
                  the current Valuation Period;
            (b)   Plus the per share  amount of any  dividend or capital  gain
                  distributions   made  on  the  Fund   shares   held  in  the
                  corresponding  Variable  Fund  Account  during  the  current
                  Valuation Period;
            (c)   Plus or minus a per share  credit or charge for that current
                  Valuation  Period  for any  decrease,  or  increase,  in any
                  income taxes  reserved  that we determine  has resulted from
                  the investment  operations of the  particular  Variable Fund
                  Account  or any other  taxes  which are  applicable  to this
                  contract.

      (2)   Is the Net Asset  Value per share of the Fund  shares  held in the
            corresponding Variable Fund Account determined at the beginning of
            the current Valuation Period.

      (3)   Is a factor  representing  the  mortality  and expense  risk.  The
            annual  charge  rate is .75%.  We may  lower  this  charge  at our
            discretion but we guarantee that it will not be raised.


   
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                                    Page 18

<PAGE>

 -----------------------------------------------------------------------------
               SECTION 9. CASH VALUE AND POLICY CHARGES (Cont.)
 -----------------------------------------------------------------------------

MONTHLY DEDUCTION

The Monthly  Deduction on each Monthly  Anniversary shall be calculated as (1)
plus (2) plus (3) where:

      (1)   is the cost of the amount of  insurance at risk to the Company and
            the cost for any policy riders;
      (2)   is the  Administrative  Charge,  which is a flat charge per policy
            that is applied  only  during the first 12 months that this policy
            is in effect; and
      (3)   is the Maintenance Charge, which is a flat charge per policy.

   
The first-year monthly Administrative Charge and the policy Maintenance Charge
are set forth on the Policy  Information  Page. The Monthly  Deduction will be
withdrawn from your Accounts on the Monthly Anniversary in the same proportion
as each Account's value has to the total policy cash value.
    

PREMIUM  CHARGE

A Premium Charge of 3% is deducted from premium  payments to compensate us for
sales  charges and taxes  related to this policy.  The  resulting  Net Premium
Payment is then  allocated  to the  Variable  Fund  Account(s).  See Section 7
Premium Provisions for an explanation of when this charge will not be made.

MORTALITY AND EXPENSE CHARGE

Certain  charges  are  deducted  on a daily  basis  from the net assets of the
Variable  Fund  Accounts.  These  charges have an effect on the policy's  cash
value:

      (1)   a daily  charge of  .00204%  (equal to .75%  annual  rate) for the
            mortality and expense risks assumed by us; and,
      (2)   if necessary,  a charge for federal income taxes  attributable  to
            the Separate Account.

FULL SURRENDER CHARGE

While  the  Insured  is  living  and the  policy  is in  force,  the Owner may
surrender the policy in full for its cash value.  If the policy is surrendered
in full, the amount payable may reflect a deduction for the Surrender  Charge.
The net amount that you would  receive is the policy's cash  surrender  value.
The purpose of the Surrender  Charge is to compensate the Company for expenses
incurred in the  distribution of the policies.  If assessed upon the surrender
of the policy, the Surrender Charge reduces the amount paid to the owner.

   
The amount of the Surrender  Charge is based upon the Specified Amount and the
Annual Target Premium Payment.  The Surrender Charge declines each policy year
and is eliminated  after the policy has been in effect 10 Policy Years. If the
policy is surrendered during a Policy Year, the Surrender Charge is determined
by multiplying  the applicable  percentage for a surrender  during that Policy
Year times the Annual Target Premium  Payment.  The Surrender  Charge is based
upon the Policy Year in which the policy is surrendered  and the amount of the
Annual Target Premium Payment.


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                                    Page 19

<PAGE>

 -----------------------------------------------------------------------------
               SECTION 9. CASH VALUE AND POLICY CHARGES (Cont.)
 -----------------------------------------------------------------------------

   
If the Specified  Amount is increased or decreased  within the first 10 Policy
Years,  a new Annual Target  Premium  Payment will be declared by us. This new
Annual Target Premium  Payment will be used to make the described  calculation
to determine whether the Surrender Charge applies.  The applicable  percentage
for a surrender of the policy during a Policy Year is determined as follows:
    

<TABLE>
<CAPTION>
      If the Policy is Surrendered During               Applicable Percentage
      -----------------------------------               ---------------------
<S>                      <C>                                     <C>
         Policy Year     1                                       50%
         Policy Year     2                                       45%
         Policy Year     3                                       40%
         Policy Year     4                                       35%
         Policy Year     5                                       30%
         Policy Year     6                                       25%
         Policy Year     7                                       20%
         Policy Year     8                                       15%
         Policy Year     9                                       10%
         Policy Year     10                                      5%
         Policy Year     11 & thereafter                         0%
</TABLE>

For example,  if the Annual Target  Premium  Payment was $2,000 and the policy
was  surrendered  in full during the first Policy Year,  the Surrender  Charge
would be determined by  multiplying  50% times $2,000 or 50% X 2,000 = $1,000.
Thus, in this example the Surrender Charge would be $1,000.

PARTIAL SURRENDER (WITHDRAWAL) CHARGES

The  amount of cash  value you may  obtain  through  a  partial  surrender  is
limited.  The policy's  remaining cash value after a partial surrender may not
be less than an amount equal to the then current  Surrender  Charge for a full
surrender.   For  each  partial   surrender   of  cash  value,   there  is  an
administrative  fee  equal  to  the  lesser  of  $25.00  or 2% of  the  amount
withdrawn.

TRANSFER CHARGE

You may transfer  value from a Variable Fund Account to another  Variable Fund
Account six times during a Policy Year without a charge.  Additional transfers
may be made subject to a charge of $25.00 per transfer.

COST OF INSURANCE

   
The cost of insurance is calculated  on each Monthly  Anniversary.  First,  we
divide the Death Benefit on the Monthly Anniversary by a factor that discounts
the Death Benefit to the beginning of the month, and then we subtract the cash
value.  Cash value,  in this  instance,  is cash value at the beginning of the
month  prior to  deductions  for cost of  insurance.  We divide the  resulting
amount by 1000 and multiply  that result by the  applicable  cost of insurance
rate.


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                                    Page 20

<PAGE>

 -----------------------------------------------------------------------------
               SECTION 9. CASH VALUE AND POLICY CHARGES (Cont.)
 -----------------------------------------------------------------------------

COST OF INSURANCE RATE

The  cost of  insurance  rates  for each  Specified  Amount  are  based on the
Insured's age, sex and rate class.  Current costs of insurance rates are based
on our expectations as to future mortality experience.  Any changes to cost of
insurance rates will apply to all persons of the same age, sex and rate class.
We guarantee that the cost of insurance rates will never be greater than those
shown in the  Table of  Monthly  Guaranteed  Cost of  Insurance  Rates in this
policy.  These guaranteed rates are based on the 1980  Commissioners  Standard
Ordinary Mortality Table.

INSUFFICIENT CASH VALUE

If the cash value,  on the Monthly  Anniversary is  insufficient  to cover the
Monthly Deduction for the following month, and any loan interest then due, the
policy and all  benefits  provided  by rider will end as provided in the Grace
Period  Provision.  Any deduction for the cost of insurance  after Lapse shall
not be considered a reinstatement of the policy (or of any benefit provided by
rider) nor a waiver by us of the Lapse.

 -----------------------------------------------------------------------------
             SECTION 10. AVAILABILITY OF FUNDS AND VOTING RIGHTS
 -----------------------------------------------------------------------------

A Fund may, in our judgment,  become  unsuitable for investment by an Account.
This might  happen  because  of a change in  investment  policy,  because of a
change in laws or regulations,  because the shares are no longer available for
investment,  or for some  other  reason.  We  reserve  the  right,  subject to
compliance  with  federal and state law, to  eliminate or merge any Funds that
are made available  through this policy and possibly  substitute  another Fund
if, in our judgement,  further  investment in the Fund becomes  undesirable in
view of the purposes of this policy.  We may add new  Variable  Fund  Accounts
under this policy to permit  investment in additional  Funds. We will give you
written notice of the addition,  elimination,  merger or  substitution  of any
Fund as required by law.

   
If required we would first notify and receive  approval from the United States
Securities  and  Exchange  Commission   ("S.E.C.")  and  the  Texas  Insurance
Department.  This approval  process will be on file with our domicile State of
Texas as  required  by law. If the S.E.C.  requires  that such action  receive
approval from a majority of the policyholders in the Account, then you will be
notified of your right to vote. You will be notified of any material change in
the investment policy of any Fund in which you have an interest.
    

You have voting  rights in relation to your value  maintained  in the Variable
Fund  Accounts.  We will  vote  shares  of the  underlying  Funds in which the
Variable  Fund  Accounts  invest  and that are  attributable  to Owners in the
manner instructed by Owners.  Owners may give instructions equal to the number
of  shares  represented  by the  Units  attributable  to their  Variable  Fund
Accounts. We will vote such shares held by the Variable Fund Accounts that are
either (i) not attributable to Owners,  or (ii) attributable to Owners and for
which we have not received instructions,  in the same manner and proportion as
such shares for which we have received instructions.  However, we may vote any
shares of the underlying Funds without regard to instructions from Owners, and
in our own right,  where (i)  applicable law  specifically  permits or (ii) we
determine,  based on our  interpretation,  that applicable law permits. In all
cases,  we will vote  separately for each Fund that  corresponds to a Variable
Fund Account where required by applicable law or appropriate.


   
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                                    Page 21

<PAGE>

 -----------------------------------------------------------------------------
         SECTION 10. AVAILABILITY OF FUNDS AND VOTING RIGHTS (Cont.)
 -----------------------------------------------------------------------------

The number of votes for an underlying Fund will be determined as of the record
date for such Fund as chosen by its board of trustees  or board of  directors.
We will  furnish  Owners with  proper  forms and voting  instruction  forms to
enable them to instruct us how to vote.

You may instruct us how to vote on the following matters:  (a) election of the
board of trustees or board of directors,  as  applicable;  (b) approval of the
investment  advisory agreement;  (c) ratification of the independent  auditing
firm; (d) any change in the fundamental  investment  policy; and (e) any other
matter requiring a vote of the shareholders.

 -----------------------------------------------------------------------------
             SECTION 11. POLICY SURRENDER AND PARTIAL SURRENDERS
 -----------------------------------------------------------------------------

FULL SURRENDER

You may surrender this policy for its entire cash value,  upon Notice To Us. A
Surrender Charge may be deducted by the Company pursuant to the Full Surrender
Charge  provision  in Section 9. The net amount that you would  receive is the
policy's cash surrender  value. We may require the return of your policy.  The
policy  and all  insurance  will  terminate  as of the Date Of Receipt of your
request for full surrender.

PARTIAL SURRENDERS (WITHDRAWALS)

   
After the first policy year,  you may  surrender a part of this policy.  A fee
for  administrative  processing  equal to the  lesser  of  $25.00 or 2% of the
amount  withdrawn will be charged for all partial  surrenders.  You may direct
how a partial  surrender and the  administrative  fee should be withdrawn from
the current value of the Account(s). If no withdrawal allocation is specified,
the partial  surrender and the  administrative  fee will be withdrawn from the
Account(s)  in the same  proportion as each  Account's  value has to the total
policy cash value.  Partial  surrenders will reduce the policy's death benefit
on a dollar for dollar basis. A partial  surrender  under Option A reduces the
Specified  Amount dollar for dollar and also reduces the cash value dollar for
dollar.  Under Option B a partial  surrender reduces the cash value dollar for
dollar but the Specified Amount remains constant. In those instances where the
death  benefit is the Minimum  Amount  Insured,  the decrease in death benefit
will be equal to the partial surrender multiplied by the appropriate specified
percentage.
    

DETERMINATION AND PAYMENT OF VARIABLE BENEFITS

We will make payments under this policy as follows:

      (1)   Full surrenders and partial  surrenders of cash value will usually
            be paid within seven days after receipt of your written request at
            our Home Office.  The cash value  available  will be determined at
            the  Accumulation  Unit value that is next computed on the Date Of
            Receipt  of the  surrender  request.  Partial  surrenders  are not
            allowed during the first policy year.

      (2)   Loans will usually be paid within seven days after receipt of your
            written request at our Home Office.  The loan value available will
            be  determined  as of the Date Of  Receipt  of your loan  request.
            Policy loans are not allowed during the first Policy Year.

      (3)   Benefits at maturity  will usually be paid within seven days after
            the Valuation Date on which this policy matures.


   
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                                    Page 22

<PAGE>

 -----------------------------------------------------------------------------
         SECTION 11. POLICY SURRENDER AND PARTIAL SURRENDERS (Cont.)
 -----------------------------------------------------------------------------

      (4)   The death  benefit  will  usually be paid within  seven days after
            receipt at our Home Office of due proof of the Insured's death and
            all other requirements  necessary to make payment.  The cash value
            portion  of  the  death  benefit  will  be  determined  as of  the
            Valuation Date immediately following the date of death.

POSTPONEMENT OF PAYMENTS

We may not be able to  determine  the value of assets of the  Accounts if: (1)
the New York Stock Exchange is closed;  (2) the S.E.C.  requires trading to be
restricted or declares an emergency;  or (3) the S.E.C., by order,  permits us
to defer payments for the protection of our policyowners.

During such times we may defer:

      (1)   determination of Account values;
      (2)   payment of such values;
      (3)   payment of loans;
      (4)   any requested transfer of Account values; and
      (5)   use of the death benefit under the Settlement Options.

Requests for partial surrenders, full surrenders, loans or refunds which would
be derived from a premium  payment  made by a check may be deferred  until the
check has cleared the banking system.

 -----------------------------------------------------------------------------
                 SECTION 12. GRACE AND REINSTATEMENT PERIODS
 -----------------------------------------------------------------------------

GRACE PERIOD

On any  Monthly  Anniversary  when the cash  value,  is less than the  Monthly
Deduction  for the  following  month and any loan  interest  then due, a grace
period will begin. During the grace period, you must send us enough premium to
cover three Monthly  Deductions and any loan interest due. We will notify you,
and any assignee of record,  of the grace period  expiration  date.  The grace
period is 61 days and will begin on the date this notice is mailed to you.

If the  premium  described  above is not paid  within  the grace  period,  all
insurance,  including benefits provided by rider, terminates,  and a Lapse has
occurred. If the Insured dies during the grace period, the death benefit, less
any due and unpaid Monthly  Deduction(s) and any loan interest due through the
month of death, will be paid to the Beneficiary.

If you have paid sufficient  premium for the Guaranteed Death Benefit to apply
the policy may not necessarily  Lapse during the first five Policy Years.  See
the Guaranteed Death Benefit  provision in Section 7 for an explanation of how
much premium must be paid for the benefit to apply.

REINSTATEMENT

If a Lapse of this policy occurs, you may apply for reinstatement  within five
years and before the Maturity Date. We require the following:

      (1)   proof of insurability satisfactory to us;
      (2)   a written application for reinstatement;


   
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                                    Page 23

<PAGE>

 -----------------------------------------------------------------------------
             SECTION 12. GRACE AND REINSTATEMENT PERIODS (Cont.)
 -----------------------------------------------------------------------------

      (3)   payment of premium sufficient to pay the Monthly Deductions for at
            least  three  months   beginning   with  the  effective   date  of
            reinstatement; and
      (4)   payment of, or agreement to reinstate, any Indebtedness.

The effective date of the reinstated policy will be the Monthly Anniversary on
or before the approval date of reinstatement.

The Suicide and Incontestability provisions will apply from the effective date
of  reinstatement.  If the policy  has been in force for two years  during the
lifetime of the Insured,  it will be contestable only as to statements made in
the reinstatement  application.  If the policy has been in force for less than
two years, it will be contestable as to statements  made in any  reinstatement
applications as well as the initial application.

 -----------------------------------------------------------------------------
                         SECTION 13. LOAN PROVISIONS
 -----------------------------------------------------------------------------

LOANS

This  policy may have a cash  value.  After this policy has been in effect one
year, you may take a loan against the cash  surrender  value using this policy
as the sole security for the loan.  The maximum  amount that you may borrow at
any time is the loan value.  The  maximum  loan value is 85% of the cash value
available  to you assuming a full  surrender of the policy.  You may request a
loan at any time by Notice To Us or telephone request.

The  portion  of the cash  value  equaling  the  amount  of the  loan  will be
withdrawn from the Account(s) and transferred to the Company's general account
consisting of all its other assets and liabilities.

LOAN ALLOCATION

   
You may  allocate  how an amount  equal to the  amount  of the loan  should be
withdrawn  from the  current  value of the  Account(s).  If no  allocation  is
specified,  the value in the  amount of the loan  will be  withdrawn  from the
Account(s)  in the same  proportion as each  Account's  value has to the total
policy cash value.  Values will be determined as of the Date Of Receipt of the
loan request.
    

LOAN INTEREST

You are charged interest on the loan at a maximum annual rate of 6% payable in
advance.  We have the option of charging  less. For policies that have been in
effect more than 10 Policy Years and if the Insured is 55 or older,  we charge
a preferred  loan  interest  rate of 4.5%. We have the option of charging less
for a preferred  loan.  The entire amount of interest on your loan balance for
each Policy Year is payable in advance at the  commencement of the loan and at
the beginning of each Policy Year thereafter. We will automatically deduct the
interest from your  Account(s)  in the same  proportion as the loan amount was
withdrawn  from  the  Account(s).  If  there  is  insufficient  value  in your
Account(s)  to pay the  interest  in  advance,  we will add the  amount of any
unpaid  interest  to the amount of the loan,  and will charge the same rate of
interest.

Because interest is paid in advance,  loan repayments during a Policy year may
result in an  overpayment  of  interest.  We will  credit any  overpayment  of
interest to you on the date of any loan repayment.


   
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                                    Page 24

<PAGE>

 -----------------------------------------------------------------------------
                     SECTION 13. LOAN PROVISIONS (Cont.)
 -----------------------------------------------------------------------------

LOAN REPAYMENT

   
A loan may be repaid in full or in part at any time before the Insured's death
and  while  the  policy  is in  effect.  If not  repaid,  we will  deduct  the
Indebtedness  from the Death  Benefit,  the  benefit  at  maturity,  or a full
surrender.  Loans and unpaid loan  interest in existence at the end of a grace
period may not be paid until the  policy is  reinstated.  You may direct how a
loan  repayment  should be allocated  among each Account.  If no allocation is
specified,  the loan repayment will be allocated to the Account(s) in the same
proportion as Net Premium Payments are being allocated to the Account(s).
    

EFFECT OF LOAN

A loan will  reduce the value of the  Account(s)  from  which it is  deducted.
Thus,  the amount  loaned will not share in the  investment  experience of the
Account(s).  The unpaid amount of the loan and any accrued interest  withdrawn
from you Account(s) will however earn interest and will be credited on a daily
basis with an effective annual rate of 4%. A loan, whether repaid or not, will
have a permanent effect on the cash value of the policy.

 -----------------------------------------------------------------------------
                        SECTION 14. SETTLEMENT OPTIONS
 -----------------------------------------------------------------------------

Instead of having the death benefit paid immediately to the  Beneficiary(s) in
one lump sum,  you may choose  another  form of payment for all or part of the
death  benefit.  If you do not arrange for this before the Insured  dies,  the
Beneficiary will have this right after the Insured dies.  Arrangements made by
you before the Insured's death, however,  cannot be changed by the Beneficiary
after the Insured's death. The options are:

      (1)   INTEREST ONLY OPTION:  The principal amount may be left on deposit
            with us for a mutually  determined  period not to exceed 30 years.
            Interest  payments  will be paid at  mutually  determined  regular
            intervals.  The  principal  amount will earn interest at a minimum
            rate of 3%  compounded  annually.  At the end of the final period,
            the principal amount will be paid.

      (2)   INSTALLMENT OPTIONS:

            A. FIXED PERIOD:  The principal  amount plus interest will be paid
            in equal or unequal  installments  for a specified number of years
            (not more than 30). The  installments  will not be less than those
            shown in the Table of Guaranteed Payments. (See Section 15.)

            B. FIXED AMOUNT:  The principal  amount plus interest will be paid
            in equal or unequal  installments,  as mutually  agreed upon until
            the amount applied,  together with interest on the unpaid balance,
            has been paid in full.

      (3)   OTHER: We will apply the sum under any other option requested that
            we make available at the time of the Insured's death.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 25

<PAGE>

 -----------------------------------------------------------------------------
                    SECTION 14. SETTLEMENT OPTIONS (Cont.)
 -----------------------------------------------------------------------------

The Beneficiary may designate a successor payee as to any amount that we would
otherwise pay to the Beneficiary's estate.

Any  arrangements  involving  more than one of the  options,  or  involving  a
Beneficiary who is not a natural person (for example, a corporation) or who is
a fiduciary (for example, a trustee), must have our approval. Also, details of
all  arrangements  will be  subject  to our rules at the time the  arrangement
takes effect.

Amounts  applied  under  these  options  will not be  subject to the claims of
creditors or to legal process, to the extent permitted by law.


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 26

<PAGE>

 -----------------------------------------------------------------------------
                   SECTION 15. TABLE OF GUARANTEED PAYMENTS
 -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
              (MINIMUM LEVEL AMOUNT FOR EACH $1,000 OF PROCEEDS)

       Years    Monthly Payment      Years    Monthly Payment

<S>      <C>        <C>                <C>        <C>
         1          84.47              16         6.53
         2          42.86              17         6.23
         3          28.99              18         5.96
         4          22.06              19         5.73
         5          17.91              20         5.51

         6          15.14              21         5.32
         7          13.16              22         5.15
         8          11.68              23         4.99
         9          10.53              24         4.84
         10         9.61               25         4.71

         11         8.86               26         4.59
         12         8.24               27         4.47
         13         7.71               28         4.37
         14         7.26               29         4.27
         15         6.87               30         4.18
</TABLE>


   
VUL31891TX 2-98                                                     31891-0298
                                                                    ----------
                                                                     VUL200T1
    

                                    Page 27

<PAGE>

   
                      THIS PAGE INTENTIONALLY LEFT BLANK
    


<PAGE>


                                 [USAA LOGO]


                         USAA LIFE INSURANCE COMPANY
               9800 Fredericksburg Road  San Antonio, TX 78288

THE DEATH BENEFIT OF THIS POLICY MAY BE VARIABLE AS TO THE AMOUNT OR DURATION,
OR BOTH,  DEPENDING UPON THE DEATH BENEFIT OPTION  SELECTED AND THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT, BUT SHALL NEVER BE LESS THAN THE SPECIFIED
AMOUNT SUBJECT TO ANY POLICY  INDEBTEDNESS  AND PARTIAL  SURRENDERS AS LONG AS
THERE IS SUFFICIENT CASH VALUE TO KEEP THE POLICY IN EFFECT.  See Sections 8 &
9.

THE CASH VALUE OF THIS POLICY  WILL VARY FROM DAY TO DAY.  IT MAY  INCREASE OR
DECREASE DEPENDING ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. IT IS
NOT GUARANTEED AS TO DOLLAR AMOUNT.

VARIABLE UNIVERSAL LIFE INSURANCE PLAN

FLEXIBLE PREMIUMS PAYABLE DURING LIFETIME OF INSURED UNTIL MATURITY DATE.

VARIABLE DEATH BENEFIT  PAYABLE PRIOR TO MATURITY DATE.  CASH VALUE PAYABLE ON
MATURITY DATE.

INVESTMENT EXPERIENCE REFLECTED IN BENEFITS.

NON-PARTICIPATING POLICY.

   
VUL31891TX  2-98                                                    31891-0298
                                                                    ----------
                                                                     VUL200T2
    

<PAGE>


                         USAA LIFE INSURANCE COMPANY

                ACCELERATED BENEFIT FOR TERMINAL ILLNESS RIDER

 -----------------------------------------------------------------------------
                               RIDER AGREEMENT
 -----------------------------------------------------------------------------

NOTICE

   
The receipt of accelerated  benefits  under this rider may be taxable.  Please
consult your personal tax adviser.
    

 -----------------------------------------------------------------------------
                                 THE BENEFIT
 -----------------------------------------------------------------------------

   
The  Company  will make an  accelerated  benefit  payment  to the Owner of the
policy prior to the Maturity  Date upon  receipt of proof  satisfactory  to it
that the Insured is terminally ill as defined below.  The accelerated  benefit
payment plus accrued interest and any unpaid premium will be treated as a lien
against  the  Death  Benefit  and  will  reduce  the  amount  payable  to  the
beneficiary at the Insured's  death. The maximum  accelerated  benefit payment
that will be made is the lesser  amount of (1) one half of the  current  Death
Benefit of the  policy,  excluding  additional  benefits  payable  under other
riders,  or (2) $250,000.  Before this benefit is paid to the Owner, an amount
equal to any  outstanding  loan and unpaid  interest will be deducted from the
benefit  amount and  applied  to pay the  Company.  We must  receive a written
request by the Owner for an accelerated benefit payment.
    

 -----------------------------------------------------------------------------
                          PROOF OF TERMINAL ILLNESS
 -----------------------------------------------------------------------------

   
A terminal  illness is an illness which is expected to result in the Insured's
death  within 12 months from the Owner's  request for an  accelerated  benefit
payment.  We will require the Owner to provide the certification of a licensed
physician,  who is not the  Owner,  Insured  or a member of  either's  family,
describing the Insured's  health condition and stating that the Insured's life
expectancy  is 12  months  or less.  We  reserve  the right to obtain a second
opinion at our expense.

 -----------------------------------------------------------------------------
                            EFFECT ON YOUR POLICY
 -----------------------------------------------------------------------------

The  accelerated  benefit  payment first will be used to repay any outstanding
policy loans and unpaid loan interest. The accelerated benefit payment will be
treated as a lien against your policy values.

Death  proceeds  which are payable on the death of the Insured will be reduced
by the amount of the lien and any policy loans, plus accrued interest. Monthly
deductions are still required to be made after an accelerated benefit payment.

Your access to the cash value of your policy  through  policy  loans,  partial
withdrawals, or full surrender is limited to any excess of the cash value over
the amount of the lien.

 -----------------------------------------------------------------------------
                                   INTEREST
 -----------------------------------------------------------------------------

Interest will be charged on the amount of the accelerated  benefit payment and
any Monthly  Deductions paid by the Company accruing daily until the Insured's
death.  The  interest  rate  will be the  published  monthly  average  for the
calendar  month  ending  two months  before the date on which the  accelerated
payment is made of Moody's  Corporate  Bond  Yield,  as  published  by Moody's
Investor  Service  Inc.  The  interest  rate will not exceed the maximum  rate
permitted by the laws of the state where this policy is issued. If the Moody's
Corporate  Bond Yield is  discontinued,  we may  substitute  another method of
determining  the  interest  index that is  permitted  by the laws of the state
where this policy is issued.


VUL31851ST 2-98                     ULife                           31851-0298
                                                                    ----------
                                                                     VUL304ST
    

<PAGE>

   
 -----------------------------------------------------------------------------
          PREMIUMS AND DEATH BENEFIT IN THE EVENT OF AN ACCELERATED
                               BENEFIT PAYMENT
 -----------------------------------------------------------------------------

Premium  payments  (known as "cost of insurance"  payments for universal  life
policies) are still required to be made after the accelerated benefit payment.
If a premium  payment or cost of  insurance  is not paid when due, we will pay
the  premium  on  behalf  of the  Owner  and add  the  premium  amount  to the
accelerated  benefit  payment  amount to be deducted  from the death  benefit.
Should the amount of the accelerated benefit payment plus accrued interest and
unpaid  premiums (or cost of insurance on universal life policies) ever exceed
the amount of the death  benefit,  the  policy  terminates  and no  additional
insurance benefits are payable.

 -----------------------------------------------------------------------------
                              GENERAL CONDITIONS
 -----------------------------------------------------------------------------

An accelerated  benefit payment must be approved in writing by any irrevocable
beneficiary and any assignee.

This rider provides for the early, partial payment of the Death Benefit.  This
is not meant to cause the Owner to involuntarily  access proceeds intended for
payment to the  beneficiary.  Therefore,  the Owner is not  eligible  for this
benefit:

      1)    If the Owner is  required  by law to use this  benefit to meet the
            claims of creditors, whether in bankruptcy or otherwise; or

      2)    If the  Owner  is  required  by a  government  agency  to use this
            benefit  in  order to  apply  for,  obtain,  or  otherwise  keep a
            government benefit or entitlement.

The terms and conditions of the policy apply to this rider. Where the terms or
conditions of the policy are inconsistent  with those of this rider, the rider
prevails.  This rider is  non-participating,  does not share in the  Company's
profits or surplus earnings, and has no cash value.
    

 -----------------------------------------------------------------------------
                                 TERMINATION
 -----------------------------------------------------------------------------

This rider will terminate upon the policy's termination.

This  rider is issued  and  attached  to the  policy  by USAA  Life  Insurance
Company, San Antonio, Texas.

Effective Date of this rider if other than effective date of policy:_________.


   
                                        /s/ EDWIN L. ROSANE
                                        -------------------
                                        Edwin L. Rosane - President


VUL31851ST 2-98                     ULife                           31851-0298
                                                                    ----------
                                                                     VUL304ST
    
<PAGE>


                          USAA LIFE INSURANCE COMPANY

                        ACCIDENTAL DEATH BENEFIT RIDER

 -----------------------------------------------------------------------------
                                RIDER AGREEMENT
 -----------------------------------------------------------------------------

USAA  LIFE  INSURANCE  COMPANY,  for  consideration  received,  shall  pay the
applicable accidental death benefit, subject to the conditions and limitations
below.  This rider is issued in consideration of the application for the rider
and the future payment of the additional cost of insurance for this rider. The
application is attached to and made part of this rider.

 -----------------------------------------------------------------------------
                         RIDER BENEFITS AND EXCLUSIONS
 -----------------------------------------------------------------------------

The amount of accidental death benefit is the amount selected by the applicant
and  approved  by the  Company.  The  company  will  pay  this  amount  to the
beneficiary upon receipt of due proof that:

      1.    The death of the Insured  resulted  directly and  independently of
            all other  causes  from  bodily  injury  effected  solely  through
            external,  violent, and accidental means as evidenced by a visible
            contusion  or wound on the exterior of the body (except in case of
            drowning or internal injuries revealed by an autopsy); and
      2.    Death occurred within 90 days of such injury; and
      3.    Death occurred while the policy and this rider were in force; and
      4.    Coverage was not excluded under the  "Exceptions  and  Exclusions"
            provision below.

BENEFICIARY

Unless otherwise directed in writing this benefit will be paid:

      1.    To the beneficiary under the policy; and
      2.    In the same manner as the proceeds of the policy.

EXCEPTIONS AND EXCLUSIONS

This accidental  death benefit will not be paid if the Insured's death results
directly or  indirectly  from, or is  contributed  to, by any of the following
causes:

      1.    Intentionally  self-inflicted  injury or  suicide,  while  sane or
            insane; or
      2.    Bodily or mental  infirmity,  illness  or  disease,  or medical or
            surgical treatment therefor; or
      3.    Any  infection  not  occurring  as  a  direct  consequence  of  an
            accidental bodily injury; or
      4.    War (declared or not), or any act or incident  thereto,  while the
            Insured is in the armed forces; or
      5.    Participation in or commission of a felony or an assault; or
      6.    Participation in a riot; or
      7.    The unprescribed use of drugs or narcotics; or
      8.    Travel or flight in or descent  from or with any  aircraft  UNLESS
            the Insured is a passenger with no flight duties; or
      9.    Travel or  flight in or  descent  from or with any  spacecraft  or
            space vehicle of any type.


   
VUL31839ST 2-98                     ULife                           31839-0298
                                                                    ----------
                                                                     VUL302ST
    

<PAGE>

 -----------------------------------------------------------------------------
                              GENERAL PROVISIONS
 -----------------------------------------------------------------------------

COST OF INSURANCE

The cost of  insurance  for this rider is in addition to the cost of insurance
for the  policy and is due on the same date.  The cost of  insurance  for this
rider will be payable until the Expiration Date of this rider unless the death
of the Insured occurs prior to that time. In such event, no further payment is
due.

REINSTATEMENT

This rider may be reinstated under the same terms and conditions as the policy
to which it is  attached.  The insured must be living on the date the rider is
reinstated.

WAIVER OF MONTHLY DEDUCTION

If the  policy  provides  for the Waiver of Monthly  Deduction  benefit,  such
benefit will also apply to this rider. Otherwise, no such benefit exists under
this rider.

POLICY PROVISIONS

This rider is attached to and is part of the policy.  The terms and conditions
of the  policy  apply to this  rider.  Where  such  terms and  conditions  are
inconsistent,  the rider prevails with respect to rider benefits.  The policy,
any riders, and the application(s) form the entire contract.

INCONTESTABILITY

The Company will not contest this rider for any reason,  other than nonpayment
of the cost  therefor or fraud after it has been in force for two years during
the  lifetime of the Insured.  For any increase in coverage  under this rider,
such two-year period begins on the Effective Date of the increase.

MISSTATEMENT OF AGE

If the age of the Insured was not correctly stated when this rider was issued,
the  Company  will adjust the  benefits  to the correct  amount at the time of
death of the  insured.  This  means  that the  benefits  of this rider will be
changed to that which the premium would have purchased at the correct age.

CHANGE IN COVERAGE

Anytime after the Effective  Date of this rider,  the amount of the accidental
death  benefit  may be changed.  Any change  will be subject to the  following
conditions:

      1.    A written request must be submitted to the Company;
      2.    The new amount may not exceed  the  current  death  benefit of the
            policy; and
      3.    For any  increase,  an  application  and evidence of  insurability
            satisfactory to the Company must be submitted.

DIVIDENDS

This rider will not share in any of the Company's profits or surplus earnings.

VALUES

This rider has no cash value, surrender value, or loan value.

AUTOPSY

Unless prohibited by law, the Company shall have the right to examine the body
and make an autopsy at the Company's expense.


   
VUL31839ST 2-98                     ULife                           31839-0298
                                                                    ----------
                                                                     VUL302ST
    

<PAGE>

 -----------------------------------------------------------------------------
                             TERMINATION OF RIDER
 -----------------------------------------------------------------------------

   
This rider will terminate on the earliest of:

      1.    The policy anniversary date after the Insured's 70th birthday; or
      2.    The rider's Monthly  Anniversary  date after a written request for
            termination is received by the Company; or
      3.    The date the policy otherwise terminates.
    

 -----------------------------------------------------------------------------
                                EFFECTIVE DATE
 -----------------------------------------------------------------------------

The Effective Date of this rider will be:

      1.    The  Effective  Date of the  policy,  unless a later date is shown
            below; or
      2.    The date of any approved  increase in the accidental death benefit
            amount; or
      3.    The Monthly  Anniversary  date after  written  request to decrease
            benefits is received by the Company.

This  rider is issued  and  attached  to the  policy  by USAA  Life  Insurance
Company, San Antonio, Texas.

Effective  Date of  this  rider  if  other  than  effective  date  of  policy:
_____________.


   
                                             /s/ EDWIN L. ROSANE
                                             -------------------
                                             Edwin L. Rosane - President


VUL31839ST 2-98                     ULife                           31839-0298
                                                                    ----------
                                                                     VUL302ST
    

<PAGE>


                          USAA LIFE INSURANCE COMPANY

                      CHILDREN TERM LIFE INSURANCE RIDER
 -----------------------------------------------------------------------------
                                RIDER AGREEMENT
 -----------------------------------------------------------------------------

USAA LIFE INSURANCE COMPANY,  for consideration  received,  will provide level
term life  insurance  on any  Insured  Child and shall pay the  amount of life
insurance,  subject to the conditions  and  limitations  below.  This rider is
issued in  consideration  of the application and the future  deduction of cost
for this rider.

 -----------------------------------------------------------------------------
                                  DEFINITIONS
 -----------------------------------------------------------------------------

For purposes of this rider, the following definitions apply:

      1)    The Insured is the person  insured  under the policy to which this
            rider is attached.

      2)    An Insured Child is:

            a)    Any  child,  stepchild,  or  legally  adopted  child  of the
                  Insured,   provided   such   individual  is  listed  in  the
                  application for this rider, and also provided that the child
                  is under 18 years of age at the time of application;
            b)    Any child  subsequently born of the marriage of the Insured,
                  provided the child is born alive;
            c)    Any child subsequently adopted by the Insured,  provided the
                  child is under 18 years of age at the time of adoption.

      3)    The  Expiration  Date  is  the  rider  anniversary  following  the
            Insured's 70th birthday,  or the rider  anniversary  following the
            youngest Insured Child's 25th birthday, whichever is earlier.

 -----------------------------------------------------------------------------
                                   BENEFITS
 -----------------------------------------------------------------------------

USAA LIFE INSURANCE  COMPANY will provide the following  benefits upon receipt
of due proof that death occurred while this rider is in force.

BENEFIT A. ON DEATH OF AN INSURED CHILD

If any Insured  Child dies  during the first 13 days of life,  we will pay the
sum of $2,000.00. This benefit is not payable for a stillbirth or a fetus that
is aborted.

If an Insured Child dies on the 14th day of life or later, and during the term
of this insurance,  we will pay the Amount of Insurance that has been selected
and approved.

We will pay the benefit to:

      1)    The Insured, if living; otherwise
      2)    The estate of the Insured Child; or
      3)    As otherwise stated in the application.

BENEFIT B. ON DEATH OF INSURED

Upon death of the Insured,  coverage  will continue as paid-up level term life
insurance on any living  Insured Child until the rider  anniversary  following
the child's 25th  birthday.  This paid-up term life insurance may be converted
as provided in this rider.

The paid-up  term life  insurance  provided  under this benefit will have cash
value. If this insurance is surrendered,  we will pay the cash value. The cash
value  is  equal  to  the  Net  Single  Premium  for  the  paid-up  insurance.
Calculations are based on the Commissioner's  1980 Standard Ordinary Mortality
Table with  interest at 4-1/2% per year.  The cash value of the  paid-up  term
insurance,  on the rider anniversary and 30 days thereafter,  will not be less
than the present value (on the anniversary) of the future benefits provided by
the rider.


   
VUL31838ST 2-98                     ULife                           31838-0298
                                                                    ----------
                                                                     VUL301ST
    

<PAGE>

 -----------------------------------------------------------------------------
                               TERM OF INSURANCE
 -----------------------------------------------------------------------------

The insurance on an Insured Child will end on the rider anniversary  following
the child's 25th birthday.

 -----------------------------------------------------------------------------
                              PREMIUM PROVISIONS
 -----------------------------------------------------------------------------

COST FOR RIDER

Thecost for this rider is in addition to the cost for the policy. The cost for
this  rider  will be  deducted  from the cash  value of the policy on the same
dates as the monthly deduction for the policy.  The cost for the rider will be
deducted  until  the  Expiration  Date of the  rider  unless  the death of the
Insured  occurs  prior to that time.  In such event,  no further cost for this
rider is due.

REINSTATEMENT

This rider may be reinstated under the same terms and conditions as the policy
to which it is attached.  All persons to whom the reinstated  coverage applies
must be living on the date the rider is reinstated.

WAIVER OF MONTHLY DEDUCTION

If the policy provides for a Waiver of Monthly Deduction Benefit, it will also
apply to this rider. Otherwise, no such benefit exists under this rider.

 -----------------------------------------------------------------------------
                              GENERAL PROVISIONS
 -----------------------------------------------------------------------------

POLICY PROVISIONS

The terms and conditions of the policy apply to the rider.  Where the terms or
conditions of the policy are  inconsistent  with those of the rider, the rider
prevails.  The  policy,  the rider,  and the  applications(s)  form the entire
contract.

INCONTESTABILITY

The  Company  will not  contest  this  rider  for any  reason  other  than for
non-payment  of the cost for it or  fraud  after it has been in force  for two
years during the lifetime of any child named in the original  application  who
is insured by this rider.

SUICIDE EXCLUSION

If the Insured,  while sane or insane,  commits  suicide  during the first two
years the rider is in force,  the only benefit payable will be an amount equal
to the total  cost for the  rider  deducted  prior to the date of  death.  The
two-year  period begins on the Effective  Date of the rider.  An Insured Child
may immediately apply for conversion.

DIVIDENDS

This  rider is  non-participating  and will not share in any of the  Company's
profits or surplus earnings.

VALUES

This  rider  has no cash  value,  surrender  value,  or loan  value  except as
provided under Benefit B.


   
VUL31838ST 2-98                     ULife                           31838-0298
                                                                    ----------
                                                                     VUL301ST
    

<PAGE>

 -----------------------------------------------------------------------------
                             CONVERSION PRIVILEGE
 -----------------------------------------------------------------------------

The term  insurance  on the life of any Insured  Child may be converted to any
form of permanent life  insurance that we write.  We will not require proof of
insurability to convert.  The amount of insurance under the new policy must be
at least the  minimum  amount we require  for the plan chosen and may be up to
four times the amount of insurance on an Insured  Child under this Rider.  The
amount of  insurance  may not,  however,  exceed a combined  total of $100,000
under all policies issued by USAA LIFE INSURANCE COMPANY pursuant to any rider
conversion privilege.

An  application to convert the term insurance on the life of any Insured Child
may only be made during the 60-day period immediately preceding:

      1)    The rider anniversary  following an Insured Child's 25th birthday;
            or
      2)    The rider anniversary following the Insured's 70th birthday;

whichever  occurs first.  Application  to convert may be made only within this
60-day period.

The new  policy  will be  issued  in the  same  mortality  risk  class  as the
insurance being converted.  The premium charged will be our published rate for
the person to be insured as of the date of conversion. Only the amount of term
insurance on an Insured Child under this Rider will be converted without proof
of insurability. Any additional insurance benefits requested to be part of the
new policy must be applied for and receive our underwriting approval.

The requirements to convert are:

      1)    Written application from the person to be insured; and
      2)    Payment of the first premium for the new policy.

For conversion to be effective,  we must receive these requirements during the
lifetime of the person to be insured and before the date the  insurance  being
converted will terminate.

 -----------------------------------------------------------------------------
                             TERMINATION OF RIDER
 -----------------------------------------------------------------------------

Except as provided in Benefit B., this rider will  terminate  on the  earliest
of:

      1)    The rider anniversary following the Insured's 70th birthday; or
      2)    The rider anniversary  following the youngest Insured Child's 25th
            birthday; or
      3)    The  expiration of the Grace Period for unpaid cost for this rider
            or the policy; or
      4)    The date the policy is surrendered or otherwise terminated.

This  rider is issued  and  attached  to the  policy  by USAA  Life  Insurance
Company, San Antonio, Texas.

Effective  Date of  this  rider  if  other  than  effective  date  of  policy:
____________________.


   
                                            /s/ EDWIN L. ROSANE
                                            -------------------
                                            Edwin L. Rosane - President


VUL31838ST 2-98                     ULife                           31838-0298
                                                                    ----------
                                                                     VUL301ST
    

<PAGE>

                         USAA LIFE INSURANCE COMPANY

                         EXTENDED MATURITY DATE RIDER

 -----------------------------------------------------------------------------
                               RIDER AGREEMENT
 -----------------------------------------------------------------------------

   
The policy is issued to mature on the Monthly  Anniversary,  as defined in the
policy, following the Insured's 100th birthday. Prior to the policy's Maturity
Date,  the Owner may request an extension of the policy's  Maturity  Date.  An
extension of the policy's Maturity Date is subject to the conditions stated in
this rider. If the policy is extended  beyond its original  Maturity Date, the
Owner is responsible for any and all federal income tax consequences.

 -----------------------------------------------------------------------------
                                  CONDITIONS
 -----------------------------------------------------------------------------

The Maturity Date may be extended subject to these conditions:

      1)    The  policy  and this  rider  must be in  force  on the  scheduled
            Maturity Date;

      2)    The Owner must  request an  extension  in writing  and the written
            request must be received at our Home Office;

      3)    We must approve the extension of the Maturity Date;

      4)    Any  assignee of record must agree in writing to the  extension of
            the Maturity Date;

      5)    The new Maturity Date will be the date you request, but not longer
            than ten years from the scheduled Maturity Date.

If any of the above  conditions are not met, the policy will be deemed to have
terminated on the scheduled Maturity Date.

After the scheduled Maturity Date:

      1)    The Death  Benefit will be reduced to the policy's cash value less
            any outstanding loan and any unpaid loan interest.

      2)    The cash  value  will  continue  to accrue  in the same  manner as
            described in the policy;

      3)    Any policy loans in effect on the Maturity  Date will  continue to
            accrue interest;

      4)    We will not deduct future cost of insurance charges;

      5)    We will not accept any additional premium payments.

 -----------------------------------------------------------------------------
                              GENERAL PROVISIONS
 -----------------------------------------------------------------------------
    

This rider is attached to and is part of the policy.  The terms and conditions
of the policy apply to this rider except where they are inconsistent with this
rider. Where the terms and conditions are inconsistent, the rider prevails.

The rider is issued and attached to the policy by USAA Life Insurance Company,
San Antonio, Texas.

Effective Date of this rider if other than effective date of policy: _________.


   
                                       /s/ EDWIN L. ROSANE
                                       -------------------
                                       Edwin L. Rosane - President


VUL31852ST 2-98                     ULife                           31852-0298
                                                                    ----------
                                                                     VUL303ST
    

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                RIDER PROVIDING FOR WAIVER OF MONTHLY DEDUCTION
                    IN EVENT OF TOTAL PERMANENT DISABILITY

 -----------------------------------------------------------------------------
                                RIDER AGREEMENT
 -----------------------------------------------------------------------------

USAA LIFE  INSURANCE  COMPANY,  for  consideration  received,  will  waive the
Monthly Deduction for the policy and any attached riders,  as provided.  While
this rider is in force,  we will waive the Monthly  Deduction that becomes due
after the beginning of, and during the continuance of, the total and permanent
disability of the Insured only if the Insured has been totally and permanently
disabled  as defined in this rider for at least six  consecutive  months.  The
amount of any Monthly  Deduction  waived under this rider will not be deducted
from the Death Benefit at the time of settlement of the policy.

 -----------------------------------------------------------------------------
                 DEFINITION OF TOTAL AND PERMANENT DISABILITY
 -----------------------------------------------------------------------------

Total and permanent disability, for purposes of this rider, means:

      1.    That it is due solely to sickness or injury,  and begins  prior to
            the Insured's attaining age 60; and

      2.    That it is caused by a sickness  or injury  that  first  manifests
            itself while this rider is in force; and

      3.    For the first two years, that the Insured is unable to perform the
            substantial  duties of his or her occupation and is not engaged in
            any occupation for remuneration or profit; and

      4.    Thereafter,  that the Insured is unable to engage for remuneration
            or profit in any  occupation  for which the  Insured is or becomes
            qualified by reason of education, training, or experience.

 -----------------------------------------------------------------------------
                           PRESUMPTION OF DISABILITY
 -----------------------------------------------------------------------------

Regardless of any other cause of disability,  the following will be considered
total and permanent disability under the terms of this rider:

      1.    The entire and irrecoverable loss of sight of both eyes;

      2.    The loss by  severance of both feet at or above the ankles or both
            hands at or above the wrists; or

      3.    The loss by severance  of one entire hand and one entire foot,  as
            defined above.

 -----------------------------------------------------------------------------
                          REFUND OF COST OF INSURANCE
 -----------------------------------------------------------------------------

Any Monthly Deduction that is due during total and permanent disability before
the Company's  approval of a claim must be paid when due. Upon approval of the
claim,  the Company will refund the Monthly  Deductions since the inception of
the disability.  In no event will more than two years of Monthly Deductions be
refunded.

 -----------------------------------------------------------------------------
                                  EXCLUSIONS
 -----------------------------------------------------------------------------

No benefit will be provided if total and permanent disability results from:

      1.    Intentionally  self-inflicted  injury including but not limited to
            the intentional use of illicit drugs; or

      2.    Warfare, declared or undeclared, or any act incident thereto while
            the Insured is in the military; or

      3.    The  Insured's  participating  in or  committing  a  felony  or an
            assault  or  being   incarcerated   in  a  penal   institution  or
            governmental detention facility; or

      4.    A disability of less than six months' duration.


   
VUL31837ST 2-98                     ULife                           31837-0298
                                                                    ----------
                                                                     VUL300ST
    


<PAGE>

 -----------------------------------------------------------------------------
                         NOTICE OF AND PROOF OF CLAIM
 -----------------------------------------------------------------------------

Before any Monthly  Deduction is waived,  notice of claim and due proof of the
total and  permanent  disability  of the Insured must be presented to our Home
Office.  The claim  must be  presented  while the  Insured is living and still
totally and permanently disabled.

A claim under this rider will not be denied  because of failure to comply with
the above if:

      1.    It is shown that it was not reasonably possible to comply; and

      2.    Notice  and due proof was  provided  as soon as it was  reasonably
            possible.

Before any claim for benefits is approved or  continued,  we reserve the right
to have the Insured  examined at our expense by one or more  physicians of our
choice when and as often as we may reasonably require.

 -----------------------------------------------------------------------------
        PROOF OF CONTINUANCE OF DISABILITY AND RECOVERY FROM DISABILITY
 -----------------------------------------------------------------------------

During  the first two years of total and  permanent  disability,  proof of the
Insured's   continued  total  and  permanent   disability  and  the  Insured's
employment status must be furnished  whenever the Company requests.  After two
years, we will not request such proof more often than once a year. The Company
has the right to  receive  various  records,  including  but not  limited  to:
financial  records  of  the  Insured  such  as  federal  tax  returns,  income
statements,  audit  reports,  payroll  records and other similar  documents to
substantiate a claim.

The Owner and the Insured must cooperate with the Company in the investigation
of a claim. The Company may also request the Insured to submit to an interview
under oath  during  the time of a claim and  require  the  Insured to sign it.
Should  we  decide  to do this,  we will  pay for the  cost of the  interview.
Disability will be considered terminated if:

      1.    Proof of the Insured's continued total and permanent disability is
            not provided; or

      2.    The Insured  recovers  and is no longer  totally  and  permanently
            disabled; or

      3.    The Insured fails to cooperate in the  investigation of his or her
            claim.


If total and  permanent  disability  is  considered  terminated,  all  Monthly
Deductions  that become due thereafter must be paid as provided in the policy.
The Owner must notify the Company within 30 days if the Insured  recovers from
total and  permanent  disability.  The  Company  may cancel  this rider and is
entitled  to the  payment of Monthly  Deductions  that  havebeen  waived if it
determines that the Insured has recovered from total and permanent  disability
and the Company has not been notified as required.

 -----------------------------------------------------------------------------
                          DEATH BENEFIT OPTION CHANGE
 -----------------------------------------------------------------------------

When the Company  approves a claim under this rider, if Death Benefit Option A
is in effect under this policy on the date the  disability  began,  it will be
changed to Death  Benefit  Option B as of the  Monthly  Anniversary  after the
disability  began.  The  Specified  Amount will be equal to the amount of life
insurance at risk to the Company on the date the disability began.

 -----------------------------------------------------------------------------
                           GENERAL RIDER PROVISIONS
 -----------------------------------------------------------------------------

CONSIDERATION

The consideration for issuing this rider is:

      1.    Completion of the application; and

      2.    Payment  of the  additional  cost of  insurance  for this rider as
            shown on the Policy Information Page of the policy.


   
VUL31837ST 2-98                     ULife                           31837-0298
                                                                    ----------
                                                                     VUL300ST
    


<PAGE>

The Cost of Insurance for this rider and the period of time it must be paid is
shown on the Policy  Information  Page.  Cost of  Insurance  for this rider is
payable in addition to the cost of insurance  for the policy and is due on the
same date.

Cost of Insurance for this rider stops when the rider terminates. If we accept
a payment for a period of time beyond the termination  date of the rider,  the
rider still  terminates in accordance  with the provision of the rider and any
unearned payment will be refunded.

POLICY PROVISIONS

The terms and conditions of the policy, except the Incontestability provision,
apply to the rider.  However,  where the terms or conditions of the policy are
inconsistent with those of the rider, the terms of the rider prevail.

INCONTESTABILITY

The  Company  will not contest  this rider for any reason  other than fraud or
nonpayment  of  premiums,  after  it has been in force  during  the  Insured's
lifetime for two years with no occurrence  of  disability of the Insured.  The
two-year period begins on the Effective Date of the rider.

NO NON FORFEITURE VALUES

This rider has no loan, cash value, non-forfeiture or guaranteed values.

TERMINATION

This rider will terminate on the earliest of:

      1)    The Monthly Anniversary following the Insured's 60th birthday; or

      2)    Expiration of the Grace Period for the policy; or

      3)    The date the policy is surrendered; or

      4)    The next Monthly  Anniversary  following  written request from the
            Owner to terminate the rider; or

      5)    The date the policy otherwise terminates.

The rider is issued and attached to the policy by USAA Life Insurance Company,
San Antonio, Texas.

Effective Date of this rider if other than effective date of policy: ________.


   
                                    /s/ EDWIN L. ROSANE
                                    -------------------
                                    Edwin L. Rosane - President


VUL31837ST 2-98                     ULife CON-NBR                   31837-0298
                                                                    ----------
                                                                     VUL300ST
    

                                                              EXHIBIT 1.(6)(a)

FORM A-119

                                STATE OF TEXAS

                           STATE BOARD OF INSURANCE


No. 2487            [Seal of State of Texas appears here]


      IT IS HEREBY CERTIFIED That the instrument which is hereunto attached is
      a true, full and correct copy of

      Original Articles of Incorporation of USAA LIFE INSURANCE  COMPANY,  San
      Antonio,  Texas,  as filed in the State Board of  Insurance  on June 26,
      1963,  together with  Official  Order No. 13863 of the  Commissioner  of
      Insurance, consisting of six (6) pages



      now on file in and  forming a part of the  records of the State Board of
      Insurance.  IN WITNESS WHEREOF,  I hereunto  subscribe my name and affix
      the Seal of the State Board of Insurance,  in the City of Austin,  State
      of Texas, this

                                          26th day of June, 1963.

[Seal of State Board of 
Insurance appears here]

                                          /s/ WILLIAM A. HARRISON
                                          -----------------------
                                          COMMISSIONER OF INSURANCE


                                          By______________________________


<PAGE>

[Attorney General of  Texas letterhead appears here]


                                                         Austin, June 25, 1963


                                  CERTIFICATE

      I hereby certify that the attached Original Articles of Incorporation of
USAA LIFE INSURANCE COMPANY together with all supporting documents, which were
heretofore  approved by the order of the  Commissioner of Insurance dated June
24, 1963, were submitted on the 24th day of June 1963 and, being examined only
as to formal  compliance with the  Constitution and laws of the State of Texas
and  not  as to  solvency  or  financial  condition,  is in  this  respect  in
conformity with the law of Texas.


                                                     /s/ WAGGONER CARR
                                                     -----------------
                                                     Waggoner Carr
                                                     Attorney General


[Seal appears here]
                           Filed with State Board of In-
                           surance of the State of
                           Texas This 26th
                           Day of June, 1963
                           Commissioner of Insurance


<PAGE>

                           ARTICLES OF INCORPORATION
                                      OF
                          USAA LIFE INSURANCE COMPANY

      We, the undersigned  natural  persons of the age of twenty-one  years or
more,  all of whom are  citizens  of the State of Texas,  do hereby  associate
ourselves  for the purpose of forming a life,  health and  accident  insurance
company  pursuant  to  Chapter  3 of the  Insurance  Code of Texas,  1951,  as
amended,  and in  furtherance  of such purpose,  do hereby adopt the following
Articles of Incorporation:

                                 Article One.

      The name of the corporation is USAA LIFE INSURANCE COMPANY.

                                 Article Two.

      The period of time for which the  corporation  is to exist shall be five
hundred years.

                                 Article Three.

      The  purpose for which the  corporation  is  organized  is to transact a
life, health and accident insurance business as now or as hereafter  permitted
by law.

                                 Article Four.

      The  aggregate  number  of  shares  which  the  corporation  shall  have
authority to issue is twenty thousand (20,000) with a par value of One Hundred
($100.00)  Dollars  each,  amounting in the aggregate to Two Million ($2, 000,
000.00) Dollars; of such aggregate amount not less than ten thousand (10, 000)
shares with a par value of One Hundred  ($100.00)  Dollars each,  amounting to
One Million ($1, 000, 000.00) Dollars, have been subscribed and fully paid.

                                 Article Five.

      The location of the Home Office of the Company is in San Antonio,  Bexar
County, Texas.

                                 Article Six.

      The number of directors  constituting  the initial Board of Directors is
thirteen,  and the  names and  addresses  of the  persons  who are to serve as
directors  until the  first annual meeting  of the shareholders or until their

                                      -1-                                  


<PAGE>

successors are elected and qualified are:

<TABLE>
<CAPTION>
      NAME                                             ADDRESS
      ----                                             -------
<S>                                        <C>                                   
Lt. Col. Don H. Blanchard, USMC            431 Laramie Drive, San Antonio, Texas.
RADM Frank A. Brandley                     Naval Air Station, Corpus Christi, Tex.
Lt. Gen. James A. Briggs, USAF             1 Main Circle, Randolph AFB, Texas.
Col. Charles E. Cheever, USA-Ret.          4119 Broadway, San Antonio. Texas.
Maj. Gen. Elbert DeCoursey, USA-Ret.       114 W. Brandon Dr., San Antonio, Texas.
Capt. John L. Hatch, MC-USN                Qtrs. A, U.S Navel Hosp., Corpus Christi,
                                                                        Texas.
Maj. Gen. W. T. Hudnell, USAF              108 Robbins Dr., San Antonio, Texas.
Brig. Gen. Walter A. Jensen, USA           11 Staff Post Road, Ft. Sam Houston, Tex.
Maj. Gen. John H. McCormick, USAF-Ret.     315 Northridge Dr., San Antonio, Texas.
Col.  John E. Pluenneke, USAF-Ret.         3127 S. Valley View, San Antonio, Texas.
Brig. Gen. George M. Powell, MC-USA        167 Artillery Post, Ft. Sam Houston, Tex.
Maj. Gen. James L. Snyder, MC-USA          139 Medford Drive, San Antonio, Texas.
Maj. Gen. Prescott M. Spicer, USAF         100 Yount Circle, Lackland AFB, Texas.
</TABLE>

      No director of the corporation  shall qualify as such unless he shall be
a stockholder. At elections of directors, each share of stock entitled to vote
shall constitute only one vote, and  multiplication  of votes by the number of
directors to be elected,  or cumulative voting,  expressly is prohibited.  The
by-laws of the Company shall prescribe the number of directors, which shall be
thirteen,  which number may be  increased  or  decreased  from time to time by
amendment of the by-laws of the Company.

                                  Article Seven.

      The names and addresses of the incorporators are:

<TABLE>
<CAPTION>
      NAME                                             ADDRESS
      ----                                             -------
<S>                                        <C>                                   
Colonel Charles E. Cheever                 4119 Broadway, San Antonio, Texas.
Colonel Carlton G. Schenken                4119 Broadway, San Antonio, Texas.
Colonel Amel T. Leonard                    4119 Broadway, San Antonio, Texas.
</TABLE>


                                      -2-                                 

<PAGE>

                                 Article Eight

      The Company  reserves the right to amend,  alter or repeal any provision
contained in these  Articles of  Incorporation  in the manner now or hereafter
provided by law.

      IN WITNESS WHEREOF,  we have hereunto set our hands this the 24th day of
April, A. D., 1963.


                                           /s/ CHARLES E. CHEEVER
                                           ----------------------

                                           /s/ CARLTON G. SCHENKEN
                                           -----------------------

                                           /s/ AMEL T. LEONARD
                                           -------------------


STATE OF TEXAS  I
COUNTY OF BEXAR  I

      I, Mary B.  Grossenbacher,  a notary  public,  do hereby certify that on
this 24th day of April 1963,  personally appeared before me Colonel Charles E.
Cheever,  Colonel  Carlton G. Schenken and Colonel Amel T.  Leorard,  who each
being by me first duly sworn, severally declared that they are the persons who
signed  the  foregoing  document  as  incorporators,  and that the  statements
contained therein are true and correct.

                               /s/ MARY B. GROSSENBACHER
                               -------------------------
                               Notary  Public,  Bexar County, Texas
                               Mary B. Grossenbacher

My commission expires 
   June 1, 1963.


<PAGE>

No.  13863

                                OFFICIAL ORDER
                                    of the
                           COMMISSIONER OF INSURANCE
                                    of the
                                STATE OF TEXAS
                                 AUSTIN, TEXAS

                               Date JUN 24, 1963

Subject Considered:

                          USAA LIFE INSURANCE COMPANY
                              San Antonio, Texas

                            ORIGINAL INCORPORATION

General remarks and official action taken:


      On this day, came on for consideration by the Commissioner of Insurance,
      the  application  of Colonel  Charles  E.  Cheever,  Colonel  Carlton G.
      Schenken and Colonel  Amel T. Leonard for approval of the  Incorporation
      of USAA LIFE INSURANCE COMPANY, San Antonio, Texas.

      A public hearing on the application was held before the  Commissioner of
      Insurance on June 24, 1963,  at 10:00 A.M.,  in the offices of the State
      Board of Insurance,  1110 San Jacinto,  Austin,  Texas, at which hearing
      Colonel   Charles  E.   Cheever   and  Colonel   Carlton  G.   Schenken,
      incorporators,  and Joe S. Moore,  attorney,  appeared and gave evidence
      and testimony in support of the application.

      At such hearing,  evidence was presented  that all of the  incorporators
      are adult residents of the State of Texas; that the proposed location of
      the insurance company will be in San Antonio,  Bexar County, Texas; that
      notice  of  the  hearing  was   published  in  a  newspaper  of  general
      circulation  in Bexar  County,  Texas,  ten (10) days in  advance of the
      hearing;  that the  company  proposes  to  conduct  a life,  health  and
      accident  insurance  business;  that the  proposed  capital  will be TWO
      MILLION  DOLLARS  ($2,000,000)  divided  into Twenty  Thousand  (20,000)
      shares  of stock of the par  value of ONE  HUNDRED  DOLLARS  ($100)  per
      share,  and that the company will be possessed of paid in surplus in the
      amount of ONE  MILLION  DOLLARS  ($1,000,000);  that not less than fifty
      percent (50%) of the  authorized  capital  stock has been  subscribed in
      good faith and fully paid for;  that the capital and surplus is the bona
      fide property of such company,  and has been paid into the company;  and
      that SIXTY-ONE  THOUSAND TWO HUNDRED  FIFTY-FIVE  DOLLARS AND FIFTY-FOUR
      CENTS  ($61,255.54)  of such capital and surplus is cash on deposit with
      the Frost National Bank, San Antonio,  Texas,  and that the remainder of
      such  capital and  surplus is in the form of  securities  authorized  by
      Article  3.02 of the  Texas  Insurance  Code and is in the  hands of the
      incorporators.

      From the evidence and testimony presented at such hearing, it appears to
      the Commissioner that: (1) the minimum capital and surplus,  as required
      by law,  is the bona fide  property  of the  company;  (2) the  proposed
      officers,  directors and managing  executives have sufficient  insurance
      experience,  ability  and  standing  to render  success of the  proposed
      company probable; and (3) the applicants are acting in good faith.


<PAGE>

Commissioner's Order                 -2-                             Usaa Life


THEREFORE,  premises considered, the Commissioner of Insurance hereby approves
the application  and directs that the original  Articles of  Incorporation  of
USAA LIFE INSURANCE COMPANY, San Antonio,  Texas, be forwarded,  in accordance
with Article 3.04 of the Texas Insurance Code, to the Attorney General of this
State  for  his  approval.  Upon  approval  by  the  Attorney  General  of the
application,  Articles of  Incorporation,  the affidavit and the procedure and
action  thereon,  and upon  compliance by the company with the  procedures set
forth in Article 3.04 and Article 3.06 of the Texas Insurance Code, a full and
thorough  examination  of  the  company  will  be  conducted.  Certificate  of
Authority to transact business shall be issued only after further order by the
Commissioner of Insurance, after examination of the company.



                                             /s/ WILLIAM A. HARRISON
                                             -----------------------
                                             William  A. Harrison
                                             COMMISSIONER OF INSURANCE

Prepared by:

 /s/ CLAY COTTEN
 ---------------
 Clay Cotten
 Legal Counsel


<PAGE>

                                                          CONTROL NO. YM910217

                           STATE BOARD OF INSURANCE
                                STATE OF TEXAS

                     [Seal of State of Texas appears here]


As the chief  executive  and  administrative  officer  of the  State  Board of
Insurance,  the  Commissioner  of Insurance  is the official  custodian of the
records of the agency.  TEX. INS. CODE ANN. art. 1.09a, TEXAS OPEN RECORDS ACT
TEX. REV. CIV. STAT. ANN. art. 6252-17a ss.5(a).  Pursuant to the power vested
in the Commissioner  under article 1.09(g),  the Commissioner  authorizes such
deputies as are necessary to carry out the provisions of the Open Records Act.

As a duly authorized representative of the Commissioner of Insurance, I hereby
certify that the hereunto  attached  document is a true,  complete and correct
copy of:

THE AMENDMENT TO THE ARTICLES OF INCORPORATION OF USAA LIFF INSURANCE COMPANY,
SAN ANTONIO,  TEXAS, AND COMMISSIONER'S  ORDER NO. 90-1939,  DATED DECEMBER 7,
1990, ALTOGETHER CONSISTING OF FIVE (5) PAGES.

Be it known that the official records of the State Board of Insurance  contain
a copy of aforesaid instrument.

WITNESS MY HAND, and the seal of the Texas State Board of Insurance, this 14th
day of December, 1990


                                              A.W. POGUE
                                              COMMISSIONER OF INSURANCE

                                              BY: /s/ BEVERLY MCVEY
                                                  -----------------


<PAGE>

No. 90-1939
                                OFFICIAL ORDER
                                    OF THE
                           COMMISSIONER OF INSURANCE
                                    OF THE
                                STATE OF TEXAS
                                 AUSTIN, TEXAS

                               Date DEC 07, 1990


Subject Considered:

                          USAA LIFE INSURANCE COMPANY
                              San Antonio, Texas

                               CHARTER AMENDMENT
                               Docket No. 11030

General remarks and official action taken:

      On this day came on for consideration by the Commissioners of Insurance,
      pursuant to TEX. INS. CODE arts.  3.04 and 3.05 and TEX. BUS.  CORP. ACT
      arts.  4.02,  4.04 and 9.10,  the  application  of USAA  LIFE  INSURANCE
      COMPANY,  San  Antonio,  Texas,  for the  approval of  amendment  to its
      charter increasing the authorized capital.

      On November 21, 1990, a public hearing  concerning the charter amendment
      proposed by application was held before Will McCann,  Hearings  Officer,
      in the  offices  of the  State  Board of  Insurance,  1110 San  Jacinto,
      Austin,  Texas.  The  Commissioner's  staff  was  represented  by Ira M.
      Goodrich,  Staff  Attorney.  The  applicant was  represented  by Will D.
      Davis,  Attorney,  and Richard  Halinski,  Assistant  Vice President and
      Assistant Secretary,  USAA LIFE INSURANCE COMPANY.  Evidence in the form
      of exhibits and testimony was presented at the hearing.  The hearing was
      recessed and  reconvened on November 27, 1990, at which time the hearing
      was closed.

                                 JURISDICTION

      The Commissioner of Insurance has  jurisdiction  over the application of
      USAA LIFE INSURANCE  COMPANY  pursuant to TEX. INS. CODE arts.  3.04 and
      3.05 and TEX. BUS.  CORP. ACT arts.  4.02,  4.04 and 9.10. The notice of
      hearing,  dated  November 6, 1990,  was properly  addressed  and sent by
      certified mail, return receipt requested, to the applicant,  pursuant to
      TEX.  REV.  CIV.  STAT.  art.  6252-13a  ss.13.  The  notice of  hearing
      contained a statement of the time, place and nature of the hearing,  and
      a  statement  of the matters  asserted  and of the legal  authority  and
      jurisdiction under which the hearing was to be held.


<PAGE>

90-1939
COMMISSIONER'S ORDER
USAA LIFE INSURANCE COMPANY
PAGE 2 OF 3

                               FINDINGS OF FACT

      Based upon the evidence  presented at the hearing and the recommendation
      of the  Hearings  Officer,  the  Commissioner  of  Insurance  makes  the
      following findings of fact:

      1.    USAA LIFE INSURANCE  COMPANY,  San Antonio,  Texas,  is a domestic
            stock life insurance  company engaged in the business of insurance
            pursuant to the provisions of Chapter 3 of the Insurance Code.

      2.    Action by the Board of Directors and the  shareholder of USAA LIFE
            INSURANCE COMPANY  authorizing the proposed  amendment as required
            and permitted by TEX. INS. CODE arts.  3.04 and 3.05 and TEX. BUS.
            CORP.  ACT arts.  4.02,  4.04 and 9.10 has been  evidenced  to the
            Commissioner of Insurance.

      3.    As a result of the  amendment  to  Article IV of the  Articles  of
            Incorporation,  USAA  LIFE  INSURANCE  COMPANY  added a  provision
            authorizing the issuance of 200,000 shares of preferred stock with
            a par value of $100.00 per share.

      4.    As a result of the  amendment  to  Article IV of the  Articles  of
            Incorporation,  USAA LIFE  INSURANCE  COMPANY  will  increase  its
            authorized capital from  $3,000,000.00  divided into 30,000 shares
            of  common  stock  with  a par  value  of  $100.00  per  share  to
            $23,000,000.00  divided into 30,000  shares of common stock with a
            par value of $100.00 per share and 200,000 of preferred stock with
            a par value of $100.00 per share. The stated capital will increase
            from  $2,500,000.00 to $12,500,000.00  and will be effected by the
            purchase  of 100,000  shares of  preferred  stock by USAA  FUNDING
            COMPANY, an affiliate.

      5.    Upon  approval of the charter  amendment,  25,000 shares of common
            stock and 100,000 of preferred stock representing more than 50% of
            the authorized capital stock will be issued and outstanding.

      6.    The proposed capital and surplus of USAA LIFE INSURANCE COMPANY is
            equal to or  exceeds  the  minimum  requirements  of  capital  and
            surplus  provided in the  Insurance  Code for a Chapter 3 company,
            and is the bona fide,  unconditional and unencumbered  property of
            the company.

      7.    Testimony  indicates  that the  officers,  directors  and managing
            executives  of USAA  LIFE  INSURANCE  COMPANY  possess  sufficient
            insurance experience, ability and standing to render the continued
            success of the company probable.

      8.    Testimony  indicates that USAA LIFE INSURANCE COMPANY is acting in
            good faith.


<PAGE>

90-1939
COMMISSIONER'S ORDER
USAALIFE INSURANCE COMPANY
PAGE 3 OF 3

                               CONCLUSION OF LAW

      Based upon the foregoing findings of fact, the Commissioner of Insurance
      makes the following conclusion of law:

            The  proposed  amendment  to the  charter  of USAA LIFE  INSURANCE
            COMPANY,   San  Antonio,   Texas,   has  been   evidenced  to  the
            Commissioner of Insurance,  is properly  supported by the required
            documents and meets all the requirements of law for its approval.

      IT IS,  THEREFORE,  THE ORDER of the  Commissioner of Insurance that the
      charter amendment of USAA LIFE INSURANCE  COMPANY,  San Antonio,  Texas,
      increasing its authorized  capital from  $3,000,000.00 to $23,000,000.00
      be, and the same is hereby, approved.



                                           /s/ A. W. POGUE
                                           ---------------
                                           A. W. Pogue
                                           COMMISSIONER OF INSURANCE

RECOMMENDED BY:

/S/ WILL MCCANN
- ---------------
Will McCann
HEARINGS OFFICER


<PAGE>

                             ARTICLES OF AMENDMENT

                                    TO THE

                           ARTICLES OF INCORPORATION

                 OF USAA LIFE INSURANCE COMPANY ("USAA LIFE")


Pursuant to the  provisions  of Article 3.05 of the Texas  Insurance  Code and
Article  4.04  of  the  Texas  Business   Corporation   Act,  the  undersigned
corporation adopts the following Amendment to its Articles of Incorporation.

                                   ARTICLE I

The name of the corporation is USAA Life Insurance Company.

                                  ARTICLE II

The  following  amendment to Article IV of the Articles of  Incorporation  was
adopted by the shareholders of the corporation on October 31, 1990.

The  Amendment is in addition to the  original  and amended  Article IV of the
Articles  of  Incorporation  and the full  text of the  provision  added is as
follows:

      The  aggregate  number of  shares of  preferred  stock  which  USAA Life
      Insurance  Company has the  authority  to issue is two hundred  thousand
      (200,000)  shares of  preferred  stock  with a par value of one  hundred
      dollars  ($100.00) per share.  The preferred  shares  authorized by this
      Amendment to the Articles of Incorporation  shall be issued from time to
      time in series.  The first series shall be designated  Preferred  Stock,
      Series A of USAA Life Insurance  Company.  Authority to issue additional
      series of such  authorized  preferred stock and the terms of such series
      shall be determined by the Board of Directors at its discretion.

                                  ARTICLE III

The number of common shares of the  corporation  issued and outstanding at the
time of such adoption was  twenty-five  thousand  (25,000);  and the number of
shares entitled to vote thereon was twenty-five thousand (25,000).  The number
of shares voted for such Amendment was twenty-five thousand (25,000);  and the
number of shares voted against such Amendment was NONE.

                                  ARTICLE IV

The  holder  of all  the  shares  outstanding  and  entitled  to  vote on said
Amendment has signed a consent in writing adopting said Amendment.


<PAGE>

                                   ARTICLE V

The proposed  Amendment to Article IV of the Articles of Incorporation and the
subsequent  issuance of Preferred  Stock will  increase the stated  capital of
USAA  Life  Insurance  Company  from two  million  and five  hundred  thousand
($2,500,000.00)   dollars  to  twelve   million  and  five  hundred   thousand
($12,500,000.00)  dollars.  The  increase  is the result of the  issuance  and
proposed sale of one hundred  thousand  (100,000)  shares of Preferred  Stock,
Series A, one hundred ($100.00) dollars par value. This represents fifty (50%)
percent  of the  two  hundred  (200,000)  shares  authorized  and  issued  for
Preferred Stock, Series A of USAA Life Insurance Company.


Dated: OCTOBER 31, 1990.


                                            USAA LIFE INSURANCE COMPANY

                                            By: /s/ EDWIN L. ROSANE
                                                -------------------
                                                Edwin L. Rosane
                                                President

                                            By: /s/ R. T. HALINSKI, JR.
                                                -----------------------
                                                R. T. Halinski, Jr.
                                                Assistant Secretary


STATE OF TEXAS     }
                   }
COUNTY OF BEXAR    }

Before me, a notary public, on this day personally appeared Edwin L. Rosane R.
T.  Halinski,  Jr.,  known  to me to be one of the  persons  whose  names  are
subscribed  to the  foregoing  document  and,  being by me first  duly  sworn,
declared that the statements therein contained are true and correct.

Given under my hand and seal of office this 31st day of October, A.D., 1990.

                                 /s/ LORETTA C. LANICEK
                                 ----------------------
                                 (Printed or Stamped Named) Loretta C. Lanicek
(NOTARY SEAL)                    Notary Public, State of Texas
                                 My commission expires:
                                 November 30, 1992



                                                              EXHIBIT 1.(6)(b)

                     BYLAWS OF USAA LIFE INSURANCE COMPANY
                          USAA LIFE INSURANCE COMPANY

                              San Antonio, Texas

                            AMENDED JANUARY 1, 1992


                                    BYLAWS

                                      OF

                          USAA LIFE INSURANCE COMPANY

                        A SUBSIDIARY OF UNITED SERVICES

                         AUTOMOBILE ASSOCIATION (USAA)


                          AS AMENDED JANUARY 1, 1992


                         (* DENOTES AMENDED SECTIONS)


<PAGE>

                             Amendments to Bylaws

                            Original Bylaws Adopted
                                 July 24, 1963

                                First Amendment
                              September 22, 1965

                               Second Amendment
                                April 27, 1966

                                Third Amendment
                                April 26, 1967

                               Fourth Amendment
                               February 24, 1971

                                Fifth Amendment
                                April 29, 1972

                                Sixth Amendment
                                 June 20, 1978

                               Seventh Amendment
                                April 17, 1980


<PAGE>

                               Eighth Amendment
                               November 13, 1980

                                Ninth Amendment
                                August 16, 1983

                                Tenth Amendment
                               November 23, 1988

                              Eleventh Amendment
                                January 1, 1992


<PAGE>

                                   ARTICLE I

                              STOCK CERTIFICATES

      SECTION 1.  All  certificates  of capital  stock  shall be signed by the
President or a Vice President, and the Secretary, and shall be sealed with the
corporate seal.

      SECTION 2.  Transfers  of capital  stock shall be made only on the books
of the  Company;  and  the  old  certificates,  properly  endorsed,  shall  be
surrendered and cancelled prior to the issuance of a new certificate.

      SECTION 3.  In the  event of loss or  destruction  of a  certificate  of
stock,  no new  certificate  shall  be  issued  in lieu  thereof  except  upon
satisfactory proof of such loss or destruction.

                                  ARTICLE II

                            STOCKHOLDERS' MEETINGS

      SECTION 1.  The  stockholders of this Company shall meet annually at the
Home Office of the  Company,  on a date on or before April 30 to be fixed each
year by the Board of Directors and the  transaction  of such other business as
may be brought before the meeting.

      SECTION 2.  Special  meetings  of  stockholders  of this  Company may be
called by a majority of the Board of Directors or upon the written  request of
stockholders representing a majority of the capital stock of the Company, on a
date and at a place fixed by the Board of Directors.

      SECTION 3.  Written  notice of all  meetings  of  stockholders  shall be


<PAGE>

delivered  either  personally or by mail not less than ten days, nor more than
fifty days,  in advance  thereof to each  stockholder  at his last  address as
shown on the Company's record of stockholders. Such notices shall be mailed or
delivered by the President and they shall state the time,  the place,  and the
purpose of any special meeting.

     *SECTION 4.  The  President of this Company shall preside at all meetings
of stockholders. In the event of the absence of such officer, a chairman shall
be elected  from among those  persons  present.  The  Secretary of the Company
shall act as secretary  for the meeting of  stockholders.  In the event of the
absence of such secretary, a secretary may be appointed by the President or by
the Chairman of the meeting.

      SECTION 5.  At all meetings of stockholders,  each stockholder  shall be
entitled to cast one vote for each share of stock held in his name, which vote
may be cast either in person or by proxy properly executed.  All proxies shall
be in writing  and shall be filed with the  Secretary  forty-eight  (48) hours
prior to the hour of the meeting.

      SECTION 6.  A quorom for the  transaction  of business at any meeting of
stockholders  shall  consist of  stockholders  representing  a majority of the
number issued and outstanding shares of the capital stock, either in person or
by proxy;  but the  stockholders  present at any  meeting,  though less than a
quorum, may adjourn the meeting from time to time.

                                  ARTICLE III

                                   DIRECTORS

     *SECTION 1.  There  shall be not less than seven  directors,  one of whom


<PAGE>

shall be the President of the Company; the number of directors for the ensuing
year to be determined by the stockholders at each annual meeting.

     *SECTION 2.  The directors, except the President of the Company, shall be
elected at the Annual  Stockholders'  Meeting  from among the  members of USAA
resident  in the United  States,  who are also  officers of USAA or one of its
subsidiaries.  Except as may  otherwise  be provided in the Bylaws,  directors
shall hold office for one year.

      SECTION 3.  Any director who is absent from four consecutive meetings of
the Board shall automatically cease to hold the office of director.

      SECTION 4.  Unless a director resigns or is disqualified,  he shall hold
office until his successor is elected and qualified.

      SECTION 5.  Any vacancy on the Board of  Directors  may be filled by the
stockholders  at any  special  stockholders'  meeting or by a majority  of the
remaining  directors  even  though a quorum  does not  remain,  and the chosen
directors shall hold office until the next Annual Meeting of the Stockholders.

                                  ARTICLE IV

                       ORGANIZATION AND MEETINGS OF THE

                              BOARD OF DIRECTORS

     *SECTION 1.  The  Board of  Directors  shall  elect,  from  Directors,  a
Chairman and a Vice  Chairman of the Board,  who shall hold such offices until


<PAGE>

the meeting of the Board of  Directors  following  the next Annual  Meeting of
Stockholders,  or until  their  successors  are  elected  and  qualified.  The
Chairman shall be the presiding  officer of the Board,  and may perform all of
the duties usually incident to such an office.

     *SECTION 2.  There shall be no stated  meetings of the Board of Directors
except one immediately  after the Annual Meeting of the  Stockholders  for the
purpose of electing an Executive  Committee for the ensuing year,  and for the
transaction of such other business as may come before the meeting.

      SECTION 3.  Special  meetings  of the  directors  may be  called  by the
President, the Chairman of the Board, or by any three directors. The President
or the Secretary  shall send advance  written notice to each director at least
five days before any special meeting.

      SECTION 4.  Five  directors   shall   constitute  a  quorum  capable  of
transacting any business that may come before the meeting,  except as provided
elsewhere in the Bylaws.

                                   ARTICLE V

                  POWERS AND DUTIES OF THE BOARD OF DIRECTORS

                    IN ADDITION TO THOSE COVERED ELSEWHERE

                                IN THESE BYLAWS

SECTION 1. The business  management  and affairs of the Company shall be under
the direction  and control of the Board of Directors,  as shall be its several
officers,  agents,  and  employees,  and the  Board of  Directors  shall  have
authority to authorize contracts,  incur liabilities,  expend or invest funds,
and such other matters and things connected with the conduct of the Company as


<PAGE>

they may determine;  subject always, however, to the right of the stockholders
to direct and to  control  the Board of  Directors  in the  exercise  of these
powers, and to review, revise, approve or disapprove its prior acts, as herein
provided.

      SECTION 2.  The  Board  of  Directors   may  grant  special  or  general
authority to others,  and may likewise withdraw such authority,  all upon such
terms and conditions as the Board of Directors may determine.

      SECTION 3.  The funds of the Company shall be deposited in such banks as
the  Board  of  Directors  may  determine,  to be  withdrawn  only  as  may be
determined by the Board of Directors under general or special authority.

                                  ARTICLE VI

                                   OFFICERS

      SECTION 1.  The officers of the Company shall be a President,  who shall
be a director, one or more Vice Presidents,  a Secretary, and a Treasurer. Any
two or more offices may be held by the same person,  except that the President
and Secretary shall not be the same person. The Board of Directors may appoint
such other officers as they may determine.

      SECTION 2.  The officers  shall  perform such duties as are  customarily
performed  by such  officers of similar  companies,  and such others as may be
imposed  upon them by the Board of Directors or  stockholders.  The  President
shall be the managing officer of the Company.

      SECTION 3.  All  officers  shall be  appointed by the Board of Directors
and shall hold office until their  successors  are  appointed  and  qualified,


<PAGE>

unless  sooner  removed at any time by a majority  vote of the whole  Board of
Directors  whenever in its judgment the best  interests of the Company will be
served  thereby,  but such removal shall be without  prejudice to the contract
rights, if any, of the person so removed.

      SECTION 4.  The Board of Directors  shall require  officers,  agents and
employees of the Company to be bonded in an amount and with a surety  approved
by the Board, the expense of which shall be paid by the Company.

      SECTION 5.  The  powers   vested  by  the  Board  of  Directors  in  any
committee,  officer, agent or employee of the Company may be limited,  altered
or revoked by the Board of Directors, through proper action at any meeting.

                                  ARTICLE VII

                              EXECUTIVE COMMITTEE

      SECTION 1.  There shall be an Executive  Committee to meet the emergency
and routine  business  demands of the Company with such powers as the Board of
Directors may delegate.

     *SECTION 2.  The Executive Committee shall consist of not less than three
nor more than five  members  elected from the Board of Directors by a majority
vote of the whole Board of Directors; except that, one of the members shall be
the President of the Company, who shall also be the Chairman of the Committee.

      SECTION 3.  The members of the Executive  Committee  shall be elected at
the  meeting  of the  Board of  Directors  following  the  Annual  Meeting  of


<PAGE>

Stockholders.  Except as may otherwise be provided in the Bylaws,  all members
of the Executive  Committee,  except the President,  shall hold office for one
year.

      SECTION 4.  Any vacancy on the Executive  Committee may be filled by the
Board of  Directors  as  otherwise  provided  by the  Bylaws,  and the  chosen
Committee  member  shall  serve  until the  meeting of the Board of  Directors
following the next Annual Meeting of Stockholders.

      SECTION 5.  A majority of the  Executive  Committee  shall  constitute a
quorum.

                                 ARTICLE VIII

                                  AMENDMENTS

      SECTION 1.  These  Bylaws  may be  repealed,  altered  or amended at any
regular  or  special  meeting  of the  stockholders,  provided  notice of such
repeal, alteration or amendment is given in the notice of such meeting.

                                  ARTICLE IX

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      SECTION 1.  The  Company  shall  indemnify  any  director  or officer or
former director or officer of the Company, or any person who, while a director
or officer of the Company,  is or was serving at the request of the Company as
a director, officer, partner, venturer,  proprietor,  trustee, employee, agent
or  similar   functionary   of  another   foreign  or  domestic   corporation,
partnership, joint venture, sole proprietorship,  trust, employee benefit plan
or other  enterprise,  against  judgments,  penalties  (including  excise  and


<PAGE>

similar taxes),  fines,  settlements and reasonable expenses,  including court
costs and attorneys' fees, actually incurred by such person in connection with
any  threatened,  pending or completed  action,  suit or  proceeding,  whether
civil, criminal,  administrative,  arbitrative or investigative, any appeal in
such action suit or proceeding,  and any inquiry or  investigation  that could
lead to such an action,  suit or proceeding,  in which such person was, is, or
is threatened to be named  defendant or respondent  because of being or having
been such  director or officer of because of serving or having  served in such
capacity at the request of the Company, in which case indemnification shall be
limited to reasonable  expenses  actually incurred by the person in connection
with such action, suit or proceedings,  if the person (1) conducted himself in
good faith,  (2) reasonably  believed,  in the case of conduct in his official
capacity as  director,  officer,  agent or employee of the  Company,  that his
conduct was in the Company's best interests, and, in all other cases, that his
conduct was at least not opposed to the Company's best  interests,  and (3) in
the case of any criminal  proceeding,  had no reasonable  cause to believe his
conduct was  unlawful.  Such  person may not be  indemnified  for  obligations
resulting  from such action,  suit or  proceeding in which the person is found
(1) liable on the basis that personal benefit resulted from an action taken in
the  person's  official  capacity,  or (2)  liable to the  Company;  provided,
however,  that  nothing  in this  Article  shall be  construed  to  limit  the
protection or the rights  afforded any director or officer or former  director
or officer or other person entitled to indemnity hereunder under the Company's
articles  of  incorporation  or bylaws (as either may be amended  from time to
time) or under any agreement,  insurance  policy or vote of  shareholders,  or
otherwise. In this Article,  "official capacity" shall, when used with respect
to a director,  mean the elective or appointive  office in the Company held by
the  officer  or the  employment  or  agency  relationship  undertaken  by the
employee or agent in behalf of the  Company,  but in each  instance,  does not
include  service  for  any  other  foreign  or  domestic  corporation  or  any


<PAGE>

partnership, joint venture, sole proprietorship, trust, employee benefit plan,
or other  enterprise.  Indemnification  in all cases not  provided for in this
Article shall be governed by the Texas  Business  Corporation  Act, as amended
and in effect from time to time.

      SECTION 2.  Any  indemnification or advance or expenses to a director in
accordance with this Article shall be reported in writing to the  shareholders
of the  Company  with or  before  the  notice  or waiver of notice of the next
meeting of shareholders, or with or before the next submission to shareholders
of a  consent  to  action  without a meeting  and,  in any  case,  within  the
twelve-month  period immediately  following the date of the indemnification or
advance.

      SECTION 3.  The Company may purchase and  maintain  indemnity  insurance
with respect to any obligations hereunder to the full extent permitted by law.

                                   ARTICLE X

      SECTION 1.  The fiscal year of the Company shall be the calendar year.

                                  ARTICLE XI

      SECTION 1.  The corporate seal, or any facsimile thereof,  shall contain
the following legend:

                      USAA LIFE INSURANCE COMPANY, TEXAS


                                                           EXHIBIT 1.(8)(d)(i)

                                   FORM OF
                            PARTICIPATION AGREEMENT

      PARTICIPATION  AGREEMENT (the  "Agreement")  made by and between SCUDDER
VARIABLE LIFE  INVESTMENT FUND (the "Fund"),  a  Massachusetts  business trust
created under a Declaration of Trust dated March 15, 1985, as amended,  with a
principal place of business in Boston,  Massachusetts  and USAA LIFE INSURANCE
COMPANY,  a Texas  corporation  (the  "Company"),  with a  principal  place of
business in San Antonio,  Texas on behalf of the Separate Account of USAA Life
Insurance Company,  a separate account of the Company,  and any other separate
account of the Company as  designated  by the Company from time to time,  upon
written  notice to the Fund in  accordance  with Section 10 herein  (each,  an
"Account").

      WHEREAS,  the  Fund  acts as the  investment  vehicle  for the  separate
accounts established for variable life insurance policies and variable annuity
contracts  (collectively  referred to herein as "Variable Insurance Products")
to be offered by insurance  companies  which have  entered into  participation
agreements substantially identical to this Agreement ("Participating Insurance
Companies") and their affiliated insurance companies; and

      WHEREAS,  the  beneficial  interest in the Fund is divided  into several
series of shares of beneficial interest  ("Shares"),  and additional series of
Shares may be established,  each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities; and

      WHEREAS, it is in the best interest of Participating Insurance Companies
to make capital  contributions if required so that the annual expenses of each
Portfolio  of the  Fund  in  which  a  Participating  Insurance  Company  is a


<PAGE>

shareholder  will not exceed a fixed  percentage  of the  Portfolio's  average
annual net assets; and

      WHEREAS,  the Parties desire to evidence  their  agreement as to certain
other matters,

      NOW  THEREFORE,  in  consideration  of  the  foregoing  and  the  mutual
covenants and agreements  hereinafter  contained,  the parties hereto agree as
follows:

      1.    ADDITIONAL DEFINITIONS.

      For the purposes of this  Agreement,  the  following  definitions  shall
apply:

            (a)   The "expenses of a Portfolio" for any fiscal year shall mean
the expenses for such fiscal year as shown in the Statement of Operations  (or
similar report) certified by the Fund's independent public accountants;

            (b)   A  "Portfolio's  average  daily net  assets" for each fiscal
year shall mean the sum of the net asset values determined throughout the year
for the  purpose of  determining  net asset  value per  Share,  divided by the
number of such determinations during such year;

            (c)   The Company's "Required Contribution" on behalf of each
Account  in respect of a  Portfolio  for any fiscal  year shall mean an amount
equal  to  the   expenses   of  that   Portfolio   for  such  year  minus  the
below-indicated  percentage of that  Portfolio's  average daily net assets for
the year:

      International Portfolio . . . . . . . . . . 1.50%
      Each other Portfolio. . . . . . . . . . . . 0.75%

multiplied  by a fraction the  denominator  of which is the average  daily net
assets of that  Portfolio  and the numerator of which is the average daily net


                                      2

<PAGE>

asset value of the Shares of that Portfolio owned by each Account (referred to
herein as a "Participating Shareholder").  The Company's Required Contribution
in respect of a Portfolio  shall be pro-rated  based on the number of business
days on which this  Agreement  is in effect for  periods of less than a fiscal
year.

            (d)   The  "average  daily  net asset  value of the  Shares of the
Portfolio" owned by the Account for any fiscal year of the Fund shall mean the
greater of (i) $500,000 or (ii) the sum of the  aggregate  net asset values of
the  Shares  so  owned   determined   during  the  fiscal  year,  as  of  each
determination of the net asset value per Share, divided by the total number of
determinations of net asset value during such year.

            (e)   "Shares"  means shares of beneficial  interest,  without par
value, of any Portfolio, now or hereafter created, of the Fund.

      2.    CAPITAL CONTRIBUTION.

      The Company on behalf of each Account shall, within sixty days after the
end of each fiscal year of the Fund,  make a capital  contribution to the Fund
in respect  of each  Portfolio  equal to the  Required  Contribution  for that
Portfolio  for such  year;  provided,  however,  that in the  event  that both
clauses  (i) and (ii) of  paragraph  (d) of  Section  1 of this  Agreement  or
similar  agreements  are  applicable  to  different   Participating  Insurance
Companies  during  the  same  fiscal  year,  there  shall  be a  proportionate
reduction of the Required Contribution of each Participating Insurance Company
to which said  clause  (ii) is  applicable  so that the total of all  required
capital  contributions  to the Fund on behalf of any  Portfolio is not greater


                                      3

<PAGE>

than the excess of the  expenses of that  Portfolio  for that fiscal year less
the percentage of that  Portfolio's  total expenses set forth in paragraph (c)
of Section 1 of this Agreement for such fiscal year.

      3.    DUTY OF FUND TO SELL.

      The Fund shall make its Shares  available for purchase at the applicable
net asset  value  per Share by  Participating  Insurance  Companies  and their
affiliates  and separate  accounts on those days on which the Fund  calculates
its  net  asset  value  pursuant  to  rules  of the  Securities  and  Exchange
Commission;  provided,  however,  that the  Trustees of the Fund may refuse to
sell  Shares of any  Portfolio  to any  person,  or suspend or  terminate  the
offering of Shares of any  Portfolio,  if such action is required by law or by
regulatory  authorities  having  jurisdiction or is, in the sole discretion of
the  Trustees,  necessary  in the best  interest  of the  shareholders  of any
Portfolio.

      4.    REQUIREMENT TO EXECUTE PARTICIPATION AGREEMENT; REQUESTS.

      Each  Participating  Insurance Company shall, prior to purchasing Shares
in  the  Fund,  execute  and  deliver  a  participation  agreement  in a  form
substantially identical to this Agreement.

      The  Fund  shall  make   available,   upon  written   request  from  the
Participating Insurance Company given in accordance with Paragraph 10, to each
Participating  Insurance  Company  which has executed an  Agreement  and which
Agreement  has not been  terminated  pursuant to Paragraph 8 (i) a list of all
other Participating  Insurance Companies,  and (ii) a copy of the Agreement as
executed by any other Participating Insurance Company.


                                      4

<PAGE>

      The Fund shall also make  available  upon request to each  Participating
Insurance  Company which has executed an Agreement and which Agreement has not
been terminated  pursuant to Paragraph 8, the net asset value of any Portfolio
of the Fund as of any date upon which the Fund  calculates the net asset value
of its Portfolios for the purpose of purchase and redemption of Shares.

      5.    INDEMNIFICATION.

            (a)   The Company  agrees to indemnify  and hold harmless the Fund
and each of its Trustees  and  officers and each person,  if any, who controls
the Fund within the meaning of Section 15 of the  Securities  Act of 1933 (the
"Act") against any and all losses, claims, damages,  liabilities or litigation
(including  legal and other  expenses),  arising out of the acquisition of any
Shares  by any  person,  to  which  the  Fund or such  Trustees,  officers  or
controlling  person may become subject under the Act, under any other statute,
at common law or  otherwise,  which (i) may be based upon any  wrongful act by
the Company, any of its employees or representatives,  any affiliate of or any
person  acting on behalf of the  Company  or a  principal  underwriter  of its
insurance products,  or (ii) may be based upon any untrue statement or alleged
untrue  statement of a material fact contained in a registration  statement or
prospectus  covering Shares or any amendment thereof or supplement  thereto or
the omission or alleged  omission to state therein a material fact required to
be stated therein or necessary to make the  statements  therein not misleading
if such a  statement  or  omission  was  made  in  reliance  upon  information
furnished  to the Fund by the  Company,  or (iii)  may be based on any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in a


                                      5

<PAGE>

registration  statement or prospectus  covering insurance products sold by the
Company  or any  insurance  company  which  is an  affiliate  thereof,  or any
amendments or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statement  or  statements  therein not  misleading,  unless such  statement or
omission  was made in reliance  upon  information  furnished to the Company or
such affiliate by or on behalf of the Fund; provided, however, that in no case
(i) is the  Company's  indemnity in favor of a Trustee or officer or any other
person  deemed to protect such Trustee or officer or other person  against any
liability  to which any such person  would  otherwise  be subject by reason of
willful misfeasance,  bad faith, or gross negligence in the performance of his
duties or by reason of his reckless  disregard of obligations and duties under
this  Agreement  or (ii) is the  Company  to be  liable  under  its  indemnity
agreement contained in this Paragraph 5 with respect to any claim made against
the Fund or any person indemnified unless the Fund or such person, as the case
may be, shall have  notified  the Company in writing  pursuant to Paragraph 10
within a reasonable time after the summons or other first legal process giving
information  of the nature of the claims  shall have been served upon the Fund
or upon such  person (or after the Fund or such  person  shall  have  received
notice of such  service on any  designated  agent),  but failure to notify the
Company of any such claim shall not relieve  the  Company  from any  liability
which it has to the Fund or any  person  against  whom such  action is brought
otherwise  than  on  account  of its  indemnity  agreement  contained  in this
Paragraph 5. The Company shall be entitled to participate, at its own expense,


                                      6

<PAGE>

in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any such liability,  but, if it elects to assume the defense,  such
defense  shall be conducted by counsel  chosen by it and  satisfactory  to the
Fund, to its officers and Trustees,  or to any controlling  person or persons,
defendant or defendants  in the suit. In the event that the Company  elects to
assume the defense of any such suit and retain  such  counsel,  the Fund,  its
officers  and  Trustees  or  controlling  person  or  persons,   defendant  or
defendants  in the suit,  shall bear the fees and  expenses of any  additional
counsel  retained by them,  but, in case the Company  does not elect to assume
the defense of any such suit,  the Company will  reimburse  the Fund,  or such
officers  and  Trustees  or  controlling  person  or  persons,   defendant  or
defendants in such suit, for the  reasonable  fees and expenses of any counsel
retained by them. The Company  agrees  promptly to notify the Fund pursuant to
Paragraph 10 of the  commencement of any litigation or proceedings  against it
in connection with the issue and sale of any Shares.

            (b)   The Fund agrees to indemnify  and hold  harmless the Company
and each of its directors  and officers and each person,  if any, who controls
the  Company  within the  meaning of Section 15 of the Act against any and all
losses, claims, damages,  liabilities or litigation (including legal and other
expenses) to which it or such  directors,  officers or controlling  person may
become  subject  under  the Act,  under any other  statute,  at common  law or
otherwise,  arising out of the  acquisition  of any Shares by any person which
(i) may be based upon any  wrongful act by the Fund,  any of its  employees or
representatives  or a principal  underwriter of the Fund, or (ii) may be based


                                      7

<PAGE>

upon any untrue  statement  or alleged  untrue  statement  of a material  fact
contained in a  registration  statement or prospectus  covering  Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material  fact  required to be stated  therein or necessary to
make the statements  therein not misleading  unless such statement or omission
was made in reliance upon information  furnished to the Fund by the Company or
(iii) may be based on any untrue  statement or alleged  untrue  statement of a
material fact  contained in a  registration  statement or prospectus  covering
insurance  products  sold  by the  Company,  or any  amendment  or  supplement
thereto,  or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not  misleading,  if such  statement  or omission was made in reliance
upon  information  furnished  to the  Company  by or on  behalf  of the  Fund;
provided,  however,  that in no case (i) is the Fund's indemnity in favor of a
director or officer or any other  person  deemed to protect  such  director or
officer or other person  against any  liability to which any such person would
otherwise  be subject by reason of willful  misfeasance,  bad faith,  or gross
negligence  in the  performance  of his  duties or by  reason of his  reckless
disregard of  obligations  and duties under this Agreement or (ii) is the Fund
to be liable under its indemnity  agreement contained in this Paragraph 5 with
respect to any claims made against the Company or any such  director,  officer
or  controlling  person  unless it or such  director,  officer or  controlling
person,  as the case may be, shall have notified the Fund in writing  pursuant
to  Paragraph  10 within a  reasonable  time after the  summons or other first


                                      8

<PAGE>

legal process  giving  information  of the nature of the claim shall have been
served upon it or upon such director,  officer or controlling person (or after
the  Company  or such  director,  officer  or  controlling  person  shall have
received  notice of such  service on any  designated  agent),  but  failure to
notify the Fund of any claim shall not relieve it from any liability  which it
may have to the person  against whom such action is brought  otherwise than on
account of its indemnity agreement contained in this Paragraph.  The Fund will
be entitled to  participate  at its own expense in the  defense,  or, if it so
elects,  to  assume  the  defense  of any suit  brought  to  enforce  any such
liability, but if the Fund elects to assume the defense, such defense shall be
conducted  by  counsel  chosen  by it and  satisfactory  to the  Company,  its
directors, officers or controlling person or persons, defendant or defendants,
in the suit.  In the event the Fund  elects to assume the  defense of any such
suit and  retain  such  counsel,  the  Company,  its  directors,  officers  or
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them, but, in case
the Fund  does not elect to  assume  the  defense  of any such  suit,  it will
reimburse the Company or such  directors,  officers or  controlling  person or
persons,  defendant or defendants  in the suit,  for the  reasonable  fees and
expenses of any counsel  retained by them. The Fund agrees  promptly to notify
the Company  pursuant to Paragraph 10 of the commencement of any litigation or
proceedings  against it or any of its officers or Trustees in connection  with
the issuance or sale of any Shares.


                                      9

<PAGE>

      6.    PROCEDURE FOR RESOLVING IRRECONCILABLE CONFLICTS.

            (a)   The Trustees of the Fund will monitor the  operations of the
Fund for the  existence  of any  material  irreconcilable  conflict  among the
interests of all the contract holders and policy owners of Variable  Insurance
Products (the  "Participants") of all separate accounts investing in the Fund.
An irreconcilable  material conflict may arise, among other things,  from: (a)
an  action  by any  state  insurance  regulatory  authority;  (b) a change  in
applicable insurance laws or regulations; (c) a tax ruling or provision of the
Internal Revenue Code or the regulations thereunder; (d) any other development
relating to the tax treatment of insurers,  contract  holders or policy owners
or beneficiaries of Variable Insurance  Products;  (e) the manner in which the
investments  of any  Portfolio are being  managed;  (f) a difference in voting
instructions given by variable annuity contract holders,  on the one hand, and
variable life insurance  policy owners,  on the other hand, or by the contract
holders or policy owners of different  participating  insurance companies;  or
(g)  a  decision  by  an  insurer  to  override  the  voting  instructions  of
Participants.

            (b)   The Company will be responsible  for reporting any potential
or  existing  conflicts  to the  Trustees  of the Fund.  The  Company  will be
responsible for assisting the Trustees in carrying out their  responsibilities
under this Paragraph  6(b) and Paragraph  6(a), by providing the Trustees with
all information  reasonably  necessary for the Trustees to consider the issues
raised.  The Fund will also  request its  investment  adviser to report to the
Trustees any such conflict which comes to the attention of the adviser.


                                      10

<PAGE>

            (c)   If it is  determined  by a majority  of the  Trustees of the
Fund,  or  a  majority  of  its  disinterested   Trustees,   that  a  material
irreconcilable  conflict exists  involving the Company,  the Company shall, at
its expense,  and to the extent  reasonably  practicable  (as  determined by a
majority of the disinterested Trustees),  take whatever steps are necessary to
eliminate the  irreconcilable  material  conflict,  including  withdrawing the
assets allocable to some or all of the separate  accounts from the Fund or any
Portfolio  and  reinvesting  such  assets in a  different  investment  medium,
including another Portfolio of the Fund, offering to the affected Participants
the  option  of making  such a change or  establishing  a new  funding  medium
including a registered investment company.

      For purposes of this Paragraph 6(c), the Trustees,  or the disinterested
Trustees,  shall  determine  whether  or not any  proposed  action  adequately
remedies any irreconcilable material conflict. In the event of a determination
of the existence of an irreconcilable  material  conflict,  the Trustees shall
cause the Fund to take such action,  such as the  establishment of one or more
additional Portfolios, as they in their sole discretion determine to be in the
interest  of all  shareholders  and  Participants  in view  of all  applicable
factors, such as cost, feasibility,  tax, regulatory and other considerations.
In no event will the Fund be required by this  Paragraph  6(c) to  establish a
new funding medium for any variable contract or policy.

      The Company shall not be required by this  Paragraph 6(c) to establish a
new funding  medium for any  variable  contract or policy if an offer to do so
has been  declined  by a vote of a  majority  of the  Participants  materially
adversely affected by the material  irreconcilable  conflict. The Company will


                                      11

<PAGE>

recommend  to its  Participants  that they decline an offer to establish a new
funding medium only if the Company  believes it is in the best interest of the
Participants.

            (d)   The   Trustees'   determination   of  the  existence  of  an
irreconcilable  material  conflict  and its  implications  promptly  shall  be
communicated  to all  Participating  Insurance  Companies  by  written  notice
thereof delivered or mailed, first class postage prepaid.

      7.    VOTING PRIVILEGES.

      The Company shall be responsible for assuring that its separate  account
or accounts participating in the Fund shall use a calculation method of voting
procedures  substantially  the  same  as  the  following:  those  Participants
permitted to give instructions and the number of Shares for which instructions
may  be  given  will  be  determined  as of  the  record  date  for  the  Fund
shareholders' meeting, which shall not be more than 60 days before the date of
the  meeting.  Whether  or not voting  instructions  are  actually  given by a
particular  Participant,  all Fund  shares  held in any  separate  account  or
sub-account  thereof and attributable to policies will be voted for,  against,
or withheld from voting on any  proposition in the same  proportion as (i) the
aggregate  record date cash value held in such sub-account for policies giving
instructions,  respectively,  to vote for, against,  or withhold votes on such
proposition,  bears to (ii) the  aggregate  record date cash value held in the
sub-account  for all  policies  for which voting  instructions  are  received.
Participants  continued in effect under lapse options will not be permitted to
give voting  instructions.  Shares held in any other insurance company general


                                      12

<PAGE>

or separate  account or  sub-account  thereof will be voted in the  proportion
specified  in  the  second  preceding  sentence  for  shares  attributable  to
policies.

      8.    DURATION AND TERMINATION.

      This  Agreement  shall remain in force for the period  ending five years
from the date of its  execution  (such date and any  anniversary  of such date
being  hereinafter  called a  "Renegotiation  Date"),  and  from  year to year
thereafter  provided  that  neither  the Company nor the Fund shall have given
written  notice to the other within thirty (30) days prior to a  Renegotiation
Date that it desires to renegotiate  the amount of contribution to capital due
hereunder  ("Renegotiation  Notice").  If a  Renegotiation  Notice is properly
given as aforesaid and the Fund and the Company shall fail,  within sixty (60)
days after the  Renegotiation  Date, either to enter into an amendment to this
Agreement or a written  acknowledgment  that the Agreement  shall  continue in
effect,  this Agreement  shall  terminate as of the one hundred  twentieth day
after such  Renegotiation  Date. If this Agreement is so terminated,  the Fund
may, at any time thereafter,  automatically redeem the Shares of any Portfolio
held by a Participating  Shareholder.  This Agreement may be terminated at any
time,  at the option of either of the  Company or the Fund,  when  neither the
Company,  any insurance  company nor the separate  account or accounts of such
insurance  company which is an affiliate  thereof which is not a Participating
Insurance  Company own any Shares of the Fund or may be  terminated  by either
party to the Agreement upon a  determination  by a majority of the Trustees of
the Fund, or a majority of its disinterested Trustees, following certification


                                      13

<PAGE>

thereof  by  a  Participating  Insurance  Company  given  in  accordance  with
Paragraph 10 that an irreconcilable conflict exists among the interests of (i)
all contract holders and policy holders of Variable  Insurance Products of all
separate  accounts  or  (ii)  the  interests  of the  Participating  Insurance
Companies investing in the Fund.  Notwithstanding  anything to the contrary in
this Agreement or its termination as provided herein, the Company's obligation
to make a capital  contribution  to the Fund in accordance with this Agreement
at  the  time  in  effect  shall  continue  (i)  following  a  properly  given
Renegotiation Notice, in the absence of agreement otherwise, until termination
of this  Agreement,  and (ii) (except  termination  due to the existence of an
irreconcilable conflict),  following termination of this Agreement,  until the
later of the fifth  anniversary  of the date of this  Agreement or the date on
which the Company,  its separate  account(s) or the separate account(s) of any
affiliated insurance company owns no Shares.

      9.    COMPLIANCE.

      The Fund will comply with the  provisions of Section  4240(a) of the New
York Insurance Law.

      Each  Portfolio of the Fund will comply with the  provisions  of Section
817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), relating
to  diversification  requirements  for variable  annuity,  endowment  and life
insurance contracts.  Specifically, each Portfolio will comply with either (i)
the requirement of Section 817(h)(1) of the Code that its assets be adequately
diversified,  or (ii) the  "Safe  Harbor  for  Diversification"  specified  in
Section  817(h)(2) of the Code, or (iii) the  diversification  requirement  of


                                      14

<PAGE>

Section  817(h)(1) of the Code by having all or part of its assets invested in
U.S.  Treasury  securities which qualify for the "Special Rule for Investments
in United States Obligations" specified in Section 817(h)(3) of the Code.

      The  provisions  of  Paragraphs  6  and 7 of  this  Agreement  shall  be
interpreted  in a manner  consistent  with any Rule or order of the Securities
and Exchange  Commission under the Investment Company Act of 1940, as amended,
applicable to the parties hereto.

      No  Shares  of any  Portfolio  of the  Fund  may be sold to the  general
public.

      10.   NOTICES.

      Any  notice  shall be  sufficiently  given  when sent by  registered  or
certified mail to the other party at the address of such party set forth below
or at such  other  address  as such  party  may from time to time  specify  in
writing to the other party.

      If to the Fund:

            Scudder Variable Life Investment Fund
            Two International Place
            Boston, Massachusetts  02110
            (617) 295-2275
            Attn.: William M. Thomas

      If to the Company:

            USAA Life Insurance Company
            9800 Fredericksburg Road
            San Antonio, Texas 78288
            Attn.: Dwain A. Akins, Esq.

      11.   MASSACHUSETTS LAW TO APPLY.

      This Agreement shall be construed and the provisions hereof  interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.


                                      15

<PAGE>

      12.   MISCELLANEOUS.

      The name "Scudder  Variable Life Investment  Fund" is the designation of
the Trustees for the time being under a  Declaration  of Trust dated March 15,
1985,  as amended,  and all persons  dealing with the Fund must look solely to
the property of the Fund for the enforcement of any claims against the Fund as
neither the Trustees,  officers,  agents or  shareholders  assume any personal
liability  for  obligations  entered into on behalf of the Fund.  No Portfolio
shall  be  liable  for any  obligations  properly  attributable  to any  other
Portfolio.

      The captions in this Agreement are included for convenience of reference
only  and in no way  define  or  delineate  any of the  provisions  hereof  or
otherwise affect their construction or effect.  This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.

      13.   ENTIRE AGREEMENT.

      This Agreement and the letter  agreement  dated _________, 1998 together
incorporate the entire  understanding  and agreement among the parties hereto,
and  supersede any and all prior  understandings  and  agreements  between the
parties hereto with respect to the subject matter hereof.


                                      16

<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be  executed in its name and behalf by its duly  authorized  representative
and its seal to be hereunder affixed hereto as of the ____ day of _____, 1998.

SEAL                                    SCUDDER VARIABLE LIFE
                                           INVESTMENT FUND

                                        By:
                                           ------------------------
                                        David B. Watts
                                        President


SEAL                                    USAA LIFE INSURANCE COMPANY

                                        By:
                                           --------------------
                                        Its:President



                                                          EXHIBIT 1.(8)(d)(ii)

                        Scudder Investor Services, Inc.
                            Two International Place
                          Boston, Massachusetts 02110

                                   FORM OF
                  PARTICIPATING CONTRACT AND POLICY AGREEMENT

Ladies and Gentlemen:

      We (sometimes  hereinafter  referred to as "Investor  Services") are the
Principal  Underwriter of shares of Scudder Variable Life Investment Fund (the
"Fund"), a no-load,  open-end,  diversified  registered  management investment
company  established in 1985 as a Massachusetts  business trust. The Fund is a
series fund  consisting of the Balanced  Portfolio,  Bond  Portfolio,  Capital
Growth Portfolio,  International Portfolio,  Money Market Portfolio and Growth
and Income Portfolio (individually or collectively  hereinafter referred to as
the  "Portfolio" or the  "Portfolios").  Additional  Portfolios may be created
from  time to time.  The Fund is the  funding  vehicle  for  variable  annuity
contracts and variable life insurance policies  ("Participating  Contracts and
Policies")  to be  offered  to the  separate  accounts  or  sub-accounts  (the
"Accounts")  of certain life  insurance  companies  ("Participating  Insurance
Companies").  Owners of Participating  Contracts and Policies will designate a
portion of their  premium  to be  invested  in  Accounts  which  invest in, or
represent an  investment  in,  directly or  indirectly,  shares of  beneficial
interest  ("Shares")  of the  Portfolios  of the  Fund.  You are a  registered
broker-dealer  which  intends to offer and sell  Participating  Contracts  and
Policies.  In  connection  with such offer and sale you will be  obligated  to
deliver the  prospectuses  of such  Participating  Contracts and Policies and,
contemporaneously  therewith,  the prospectus of the Fund.  Sales of Shares to


<PAGE>

Participating Insurance Companies or their affiliates or the separate accounts
of either shall be effected solely by us as principal underwriter of the Fund,
and not by you; provided,  however,  that you shall be our agent in connection
with the receipt of purchase orders for Fund Shares and not in connection with
their offer and sale. The relationship between us shall be further governed by
the following terms and conditions:

      1.    To the extent,  if any, that your  activities or the activities of
            the Participating  Insurance Companies in connection with the sale
            of Participating Contracts and Policies may constitute the sale of
            Shares,  you and we  agree  that  (i) we are the  sole  "principal
            underwriter" of the Fund and the sole  "underwriter" of the Shares
            as those terms are defined in the  Investment  Company Act of 1940
            (the "1940 Act") and the  Securities Act of 1933 (the "1933 Act"),
            respectively, and (ii) neither you nor the Participating Insurance
            Companies  or  the  Accounts  shall  be  deemed  to be  "principal
            underwriters" of the Fund or "underwriters" of the Fund within the
            meaning of the 1940 Act and the 1933 Act, respectively.

      2.    You hereby represent and warrant to us as follows:

            (a)   You are a corporation duly organized and validly existing in
                  good standing  under the laws of the State of Texas and have
                  full power and authority to enter into this Agreement.

            (b)   This  Agreement  has  been  duly  authorized,  executed  and
                  delivered  by you  and is a  valid  and  binding  obligation
                  enforceable against you in accordance with its terms.

            (c)   Your  compliance  with the provisions of this Agreement will
                  not conflict with or result in a violation of the provisions
                  of your charter or by-laws,  or any statute or any judgment,
                  decree,   order,   rule  or   regulation  of  any  court  or
                  governmental agency or body having jurisdiction.

      3.    We hereby represent and warrant to you as follows:

            (a)   A  registration  statement  (File No.  2-96461) on Form N-1A
                  with respect to the Shares (x) has been prepared by the Fund
                  in conformity with the  requirements of the 1940 Act and the


                                      2

<PAGE>

                  1933 Act and all applicable  published  instructions,  rules
                  and  regulations  (the  "Rules  and   Regulations")  of  the
                  Securities and Exchange Commission (the  "Commission"),  (y)
                  has been filed  with the  Commission,  and (z) is  currently
                  effective.  The registration statement,  including financial
                  statements and exhibits, and the final prospectus, including
                  the statement of  additional  information,  as  subsequently
                  amended and supplemented,  are herein respectively  referred
                  to as the "Registration Statement" and the "Prospectus".

            (b)   The  Registration  Statement  and  the  Prospectus  and  any
                  amendment or supplement  thereto will contain all statements
                  required  to be  stated  therein  and  will  comply  in  all
                  material respects with the requirements of the 1940 Act, the
                  1933 Act and the Rules and Regulations, and the Registration
                  Statement and any post-effective  amendment thereto will not
                  contain or incorporate by reference any untrue  statement of
                  a material  fact or omit to state any material fact required
                  to be stated  therein or  necessary  to make the  statements
                  therein, in light of the circumstances under which they were
                  made, not  misleading,  and the Prospectus and any amendment
                  or  supplement  thereto will not contain or  incorporate  by
                  reference any untrue statement of a material fact or omit to
                  state a  material  fact  required  to be stated  therein  or
                  necessary in order to make the statements  therein, in light
                  of  the  circumstances  under  which  they  were  made,  not
                  misleading.

            (c)   We are a corporation  duly organized and validly existing in
                  good  standing  under  the  laws  of  The   Commonwealth  of
                  Massachusetts  and have full  power and  authority  to enter
                  into this Agreement.

            (d)   This  Agreement  has  been  duly  authorized,  executed  and
                  delivered  by us  and  is a  valid  and  binding  obligation
                  enforceable against us in accordance with its terms.

            (e)   Our compliance  with all of the provisions of this Agreement
                  will not  conflict  with or  result  in a  violation  of the
                  provisions of our charter or by-laws,  or any statute or any
                  judgment,  decree, order, rule or regulation of any court or
                  governmental agency or body having jurisdiction over us.

      4.    You hereby covenant and agree with us as follows:

            (a)   You shall be an  independent  contractor and neither you nor
                  any of your directors,  officers or employees as such, is or
                  shall  be  an  employee  of  us  or of  the  Fund.  You  are
                  responsible for your own conduct and the employment, control


                                      3

<PAGE>

                  and conduct of your agents and  employees  and for injury to
                  such agents or employees or to others through your agents or
                  employees.

            (b)   You or one or more Participating Insurance Companies will be
                  responsible for insuring compliance with all applicable laws
                  and regulations of any regulatory  body having  jurisdiction
                  over you or Participating Contracts and Policies.

            (c)   No  person  is  authorized   to  make  any   representations
                  concerning  Shares except those  contained in the Prospectus
                  relating  thereto and in such printed  information as issued
                  by us for use as information supplemental to the prospectus.
                  In offering Participating  Contracts and Policies you shall,
                  with respect to the Fund and the Shares,  rely solely on the
                  representations  contained  in  the  Prospectus  and  in the
                  above-mentioned supplemental information.

            (d)   You are not entitled to any compensation  whatsoever from us
                  or  the  Fund  with  respect  to  offers  of   Participating
                  Contracts and Policies.

      5.    We hereby covenant and agree with you as follows:

            (a)   If, at any time when a Prospectus  relating to the Shares is
                  required to be delivered under the 1940 Act, the 1933 Act or
                  the Rules and Regulations, we become aware of the occurrence
                  of any  event as a result of which  the  Prospectus  as then
                  amended or supplemented  would include any untrue  statement
                  of a  material  fact,  or omit  to  state  a  material  fact
                  necessary to make the  statements  therein,  in light of the
                  circumstances  under which made,  not  misleading,  or if we
                  become  aware  that it has become  necessary  at any time to
                  amend or supplement  the  Prospectus to comply with the 1940
                  Act,  the 1933 Act or the  Rules  and  Regulations,  we will
                  promptly notify you and promptly request the Fund to prepare
                  and  to  file  with  the  Commission  an  amendment  to  the
                  Registration Statement or supplement to the Prospectus which
                  will correct  such  statement or omission or an amendment or
                  supplement which will effect such compliance, and deliver to
                  you copies of any such amendment or supplement.

            (b)   We will  cooperate  with you by taking such action as may be
                  necessary  for the Fund to qualify  the Shares for offer and
                  sale under the  securities  or Blue Sky laws of any state or
                  jurisdiction  as you may  request  and as may be required by
                  applicable  law, and will  continue  such  qualification  in
                  effect  so  long  as  is  required  by  applicable   law  in
                  connection with the distribution of Shares.


                                      4

<PAGE>

      6.    We reserve the right in our discretion, without notice, to suspend
            sales or  withdraw  the  offering  of Shares  entirely,  as to any
            person or generally.  We reserve the right to amend this Agreement
            at any time and you agree that the sale of Participating Contracts
            and Policies,  after notice of any such amendment has been sent to
            you, shall constitute your agreement to any such amendment.

      7.    If we elect to  provide to you for the  purpose  of your  offering
            Participating  Contracts  and  Policies  copies of any  Prospectus
            relating  to  the  Shares  and  printed  information  supplemental
            thereto,  we shall furnish you with such copies as you  reasonably
            request upon the payment of reasonable  charges therefor by you or
            one or more Participating  Insurance Companies. If we elect not to
            provide  such  copies  of  such  documents,  you or  one  or  more
            Participating  Insurance  Companies  shall bear the entire cost of
            printing  copies  for your use.  You shall not use such  copies of
            such  documents  printed  by  you or  one  or  more  Participating
            Insurance  Companies until you shall have furnished us with a copy
            thereof and we either have given you written  approval  for use or
            twenty days shall have elapsed  following our receipt  thereof and
            we have not objected thereto in writing.

      8.    (a)   You will indemnify and hold harmless  Investor  Services and
                  each of its directors and officers and each person,  if any,
                  who controls Investor Services within the meaning of Section
                  15 of the 1933 Act,  against any loss,  liability,  damages,
                  claim  or  expense   (including  the   reasonable   cost  of
                  investigating  or  defending  any alleged  loss,  liability,
                  damages,  claim  or  expense  and  reasonable  counsel  fees
                  incurred in connection therewith),  arising by reason of any
                  person's  acquiring any Shares,  which may be based upon the
                  1933 Act or any other  statute or common law,  and which (i)
                  may be  based  upon  any  wrongful  act by you,  any of your
                  employees or representatives,  or (ii) may be based upon any
                  untrue  statement or alleged untrue  statement of a material
                  fact  contained in a  registration  statement or  prospectus
                  covering  Shares  or any  amendment  thereof  or  supplement
                  thereto or the omission or alleged omission to state therein
                  a material fact  required to be stated  therein or necessary
                  to make the  statements  therein  not  misleading  if such a
                  statement or omission was made in reliance upon  information
                  furnished to us or the Fund by you, or (iii) may be based on
                  any  untrue  statement  or  alleged  untrue  statement  of a
                  material  fact  contained  in a  registration  statement  or
                  prospectus  covering  insurance products sold by you, or any
                  amendments or supplement thereto, or the omission or alleged
                  omission  to state  therein a material  fact  required to be


                                      5

<PAGE>

                  stated  therein  or  necessary  to  make  the  statement  or
                  statements therein not misleading,  unless such statement or
                  omission was made in reliance upon information  furnished to
                  you or a Participating  Insurance Company by or on behalf of
                  Investor Services or the Fund; provided, however, that in no
                  case (i) is the  indemnity  by you in  favor  of any  person
                  indemnified to be deemed to protect Investor Services or any
                  such person against any liability to which Investor Services
                  or any such person  would  otherwise be subject by reason of
                  willful  misfeasance,  bad faith o gross  negligence  in the
                  performance  of its or his duties or by reason of its or his
                  reckless  disregard of its obligations and duties under this
                  Agreement, or (ii) are you to be liable under your indemnity
                  agreement  contained in this  paragraph  with respect to any
                  claim  made   against   Investor   Services  or  any  person
                  indemnified  unless Investor Services or such person, as the
                  case may be,  shall have  notified  you in writing  within a
                  reasonable  time  after the  summons  or other  first  legal
                  process giving  information of the nature of the claim shall
                  have been served upon Investor  Services or upon such person
                  (or  after  Investor  Services  or such  person  shall  have
                  received  notice of such service on any  designated  agent),
                  but  failure  to  notify  you of any such  claim  shall  not
                  relieve  you  from  any  liability  which  you  may  have to
                  Investor  Services or any person against whom such action is
                  brought   otherwise   than  on  account  of  your  indemnity
                  agreement contained in this paragraph. You shall be entitled
                  to participate,  at your own expense, in the defense, or, if
                  you so elect,  to assume the defense of any suit  brought to
                  enforce any such liability,  but, if you elect to assume the
                  defense,  such defense shall be conducted by counsel  chosen
                  by you and  satisfactory  to  Investor  Services,  or to its
                  officers  or  directors,  or to any  controlling  person  or
                  persons,  defendant or  defendants in the suit. In the event
                  that you assume the defense of any such suit and retain such
                  counsel,  Investor Services or such officers or directors or
                  controlling  person or persons,  defendant or  defendants in
                  the suit, shall bear the fees and expenses of any additional
                  counsel  retained by them,  but, in case you do not elect to
                  assume the  defense or any such  suit,  you shall  reimburse
                  Investor   Services   and  such   officers,   directors   or
                  controlling  person or persons,  defendant of  defendants in
                  such  suit,  for the  reasonable  fees and  expenses  of any
                  counsel  retained  by them.  You  agree  promptly  to notify
                  Investor  Services of the  commencement of any litigation or
                  proceedings  against it in connection with the offer,  issue
                  and sale of any shares.


                                      6

<PAGE>

            (b)   Investor  Services will  indemnify and hold harmless you and
                  each of your directors and officers and each person, if any,
                  who  controls  you within  the  meaning of Section 15 of the
                  1933 Act,  against any loss,  liability,  damages,  claim or
                  expense  (including the reasonable cost of  investigating or
                  defending any alleged  loss,  liability,  damages,  claim or
                  expense and  reasonable  counsel fees incurred in connection
                  therewith),  arising by reason of any person's acquiring any
                  Shares,  which  may be based  upon the 1933 Act or any other
                  statute or common  law,  and which (i) may be based upon any
                  wrongful act by Investor  Services,  any of its employees or
                  representatives,  or  (ii)  may be  based  upon  any  untrue
                  statement or alleged  untrue  statement  of a material  fact
                  contained in a registration statement or prospectus covering
                  Shares or any amendment thereof or supplement thereto or the
                  omission  or alleged  omission  to state  therein a material
                  fact  required to be stated  therein or necessary to make th
                  statements  therein not misleading  unless such statement or
                  omission was made in reliance upon information  furnished to
                  Investor  Services  or the Fund by you or (iii) may be based
                  on any untrue  statement  or alleged  untrue  statement of a
                  material  fact  contained  in a  registration  statement  or
                  prospectus  covering  insurance products sold by you, or any
                  amendment or supplement  thereto, or the omission or alleged
                  omission  to state  therein a material  fact  required to be
                  stated  therein  or  necessary  to  make  the  statement  or
                  statements  therein not  misleading,  if such  statement  or
                  omission was made in reliance upon information  furnished to
                  you by or on  behalf  of  Investor  Services  or  the  Fund;
                  provided,  however,  that in no case (i) is the indemnity by
                  Investor  Services in favor of any person  indemnified to be
                  deemed  to  protect  you  or any  such  person  against  any
                  liability to which you or any such person would otherwise be
                  subject by reason of willful misfeasance, bad faith or gross
                  negligence  in the  performance  of  your or his  duties  by
                  reason  of your  or his  reckless  disregard  of your or his
                  obligations  and  duties  under this  Agreement,  or (ii) is
                  Investor Services to be liable under its indemnity agreement
                  contained in this  paragraph  with respect to any claim made
                  against  you or any  person  indemnified  unless you or such
                  person,  as the case may be,  shall have  notified  Investor
                  Services  in  writing  within a  reasonable  time  after the
                  summons or other first legal process  giving  information of
                  the  nature of the claim shal have been  served  upon you or
                  upon such  person  (or after you or such  person  shall have
                  received  notice of such service on any  designated  agent),
                  but  failure to notify  Investor  Services of any such claim


                                      7

<PAGE>

                  shall not relieve  Investor  Services  from any liability to
                  which  Investor  Services  may  have  to you  or any  person
                  against  whom  such  action  is  brought  otherwise  than on
                  account  of  its  indemnity   agreement  contained  in  this
                  paragraph.   Investor   Services   shall  be   entitled   to
                  participate, at its own expense, in th defense, or, if it so
                  elects, to assume the defense of any suit brought to enforce
                  any such liability, but, if it elects to assume the defense,
                  such  defense  shall  be  conducted  by  counsel  chosen  by
                  Investor  Services  and  satisfactory  to  you,  or to  your
                  officers  or  directors,  or to any  controlling  person  or
                  persons,  defendant or  defendants in the suit. In the event
                  that Investor  Services assumes the defense of any such suit
                  and retains such counsel,  you or such officers or directors
                  or controlling person or persons, defendant or defendants in
                  the suit, shall bear the fees and expenses of any additional
                  counsel retained by you, but, in case Investor Services does
                  not elect to assume the  defense of any such suit,  Investor
                  Services shall reimburse you and such officers, directors or
                  controlling  person or persons,  defendant or  defendants in
                  such  suit,  for the  reasonable  fees and  expenses  of any
                  counsel retained by you.  Investor  Services agrees promptly
                  to  notify  you of the  commencement  of any  litigation  or
                  proceedings  against it in connection with the offer,  issue
                  and sale of any Shares.

      9.    The  indemnities,   representations,   warranties,  covenants  and
            agreements  of each party to this  Agreement  as set forth in this
            Agreement  will remain in full force and effect  regardless of any
            investigation  made by or on behalf of either of such  parties  or
            any of  their  respective  officers,  directors,  partners  or any
            controlling  person,  and will survive delivery of and payment for
            the Shares.

      10.   Any  provision  of  this  Agreement  which  may be  determined  by
            competent  authority  to be  prohibited  or  unenforceable  in any
            jurisdiction shall, as to such jurisdiction, be ineffective to the
            extent   of   such   prohibition   or   unenforceability   without
            invalidating  the  remaining   provisions  hereof,  and  any  such
            prohibition  or  unenforceability  in any  jurisdiction  shall not
            invalidate  or render  unenforceable  such  provision in any other
            jurisdiction.  To the extent  permitted by  applicable  law,  each
            party  hereto  waives  any  provision  of law  which  renders  any
            provision hereof prohibited or unenforceable in any respect.

      11.   This Agreement,  as amended by the letter agreement dated February
            3, 1995, as amended,  together  constitutes  the entire  agreement
            among the  parties  concerning  the  subject  matter  hereof,  and
            supersede any and all prior understandings.


                                      8

<PAGE>

      12.   This Agreement shall  automatically  terminate in the event of its
            assignment. This Agreement may be terminated at any time by either
            party by written  notice given to the other party,  provided  that
            the obligation of each party to indemnify the other party pursuant
            to  paragraph 8 hereof shall apply with respect to any Shares sold
            before or after such termination.

      13.   Any notice  hereunder shall be duly given if mailed or telegraphed
            to the other party  hereto at the address  specified  below.  This
            Agreement  shall be governed by and construed in  accordance  with
            the laws of The Commonwealth of Massachusetts.

      14.   This  Agreement  may be  executed  in any  number of  counterparts
            which,   taken  together   shall   constitute  one  and  the  same
            instrument.  This Agreement shall become effective upon receipt by
            us of your acceptance hereof.

      15.   This  Agreement may not be modified or amended except by a written
            instrument duly executed by the parties hereto.


                                      SCUDDER INVESTOR SERVICES, INC.


                                      By:
                                          ------------------
                                          Mark S. Casady
                                          President

                                      Two International Place
                                      Boston, Massachusetts  02110


                                      The undersigned hereby accepts the
                                      offer set forth in the above letter.

                                      USAA INVESTMENT MANAGEMENT COMPANY


Dated:____________                    By:
                                          --------------------
                                          John J. Dallahan
                                          Senior Vice President,
                                          Investments Services
                                          Authorized Representative

                                      10750 Robert F. McDermott Freeway
                                      San Antonio, Texas  78288


                                      9


                                                         EXHIBIT 1.(8)(d)(iii)

                                   FORM OF
                           REIMBURSEMENT AGREEMENT

      REIMBURSEMENT  AGREEMENT (the  "Agreement")  made by and between SCUDDER
KEMPER INVESTMENTS,  INC., a Delaware corporation  ("Scudder Kemper"),  with a
principal place of business in Boston,  Massachusetts  and USAA LIFE INSURANCE
COMPANY,  a Texas  corporation  (the  "Company"),  with a  principal  place of
business in San Antonio,  Texas on behalf of the Separate Account of USAA Life
Insurance Company,  a separate account of the Company,  and any other separate
account of the Company as  designated  by the Company from time to time,  upon
written  notice  to  the  Fund  in  accordance  with  Section  8  herein  (the
"Account").

      WHEREAS, Scudder Kemper has caused to be organized Scudder Variable Life
Investment Fund (the "Fund"),  a Massachusetts  business trust created under a
Declaration of Trust dated March 15, 1985, as amended, the beneficial interest
in which is divided into several  series,  each  designated a "Portfolio"  and
representing the interest in a particular managed portfolio of securities; and

      WHEREAS, the purpose of the Fund is to act as the investment vehicle for
the separate  accounts  established  for variable life insurance  policies and
variable  annuity  contracts to be offered by insurance  companies  which have
entered  into  reimbursement   agreements   substantially  identical  to  this
Agreement; and

      WHEREAS,  the parties  desire to express  their  agreement as to certain
matters;

      NOW  THEREFORE,  in  consideration  of  the  foregoing  and  the  mutual
covenants and agreements  hereinafter  contained,  the parties hereto agree as
follows:


<PAGE>

      1.    ADDITIONAL DEFINITIONS.

      For purposes of this Agreement, the following definition shall apply:

      (a)   "Shares" means shares of beneficial  interest,  without par value,
            of any Portfolio, now or hereafter created, of the Fund.

      2.    ACCESS TO OTHER PRODUCTS.

      Scudder Kemper shall permit the Company to participate in any registered
investment  company  other  than the Fund  which is  intended  as the  funding
vehicle for insurance products and for which Scudder Kemper or an affiliate of
Scudder  Kemper  acts as  investment  adviser,  on the  same  basis  as  other
insurance  companies  are  permitted  to  participate  in  such  a  registered
investment  company.  This provision  shall not require Scudder Kemper to make
available to the Company shares of any  investment  company which is organized
solely as the  funding  vehicle  for  insurance  products  offered by a single
insurance company or a group of affiliated insurance companies.

      3.    RIGHT TO REVIEW AND APPROVE SALES MATERIALS.

      The Company shall  furnish,  or shall cause to be furnished,  to Scudder
Kemper or its  designee,  at least twenty days prior to its intended use, each
piece of promotional material in which Scudder Kemper or the Fund is named. No
such material  shall be used unless  Scudder Kemper or its designee shall have
approved  such use in  writing,  or twenty  days  shall have  elapsed  without
approval,  rejection  or  objection  since  receipt by  Scudder  Kemper or its
designee of such material.


                                      2

<PAGE>

      Scudder  Kemper shall  furnish,  or shall cause to be furnished,  to the
Company or its designee,  at least twenty days prior to its intended use, each
piece of promotional  material in which the Company or its separate account(s)
is named.  No such  material  shall be used unless the Company or its designee
shall have  approved  such use in writing,  or twenty days shall have  elapsed
without  approval,  rejection or objection since receipt by the Company or its
designee of such material.

      4.    SALES ORGANIZATION MEETINGS.

      Representatives  of Scudder  Kemper or its designee  shall meet with the
sales  organizations of the Company at such reasonable times and places as may
be agreed  upon by the  Company and  Scudder  Kemper or its  designee  for the
purpose of educating sales personnel about the Fund.

      5.    DURATION.

      This Agreement shall continue in effect for five (5) years from the date
of its execution, except that the obligation of each party hereto to indemnify
the other party hereto  shall  continue  with  respect to all losses,  claims,
damages,  liabilities  or  litigation  based  upon the  acquisition  of Shares
purchased as the funding  vehicle for any variable  life  insurance  policy or
variable  annuity  contract issued by the Company or any affiliated  insurance
company.

      6.    INDEMNIFICATION.

      (a) The Company agrees to indemnify and hold harmless Scudder Kemper and
each of its  directors  and  officers  and each  person,  if any, who controls
Scudder  Kemper within the meaning of Section 15 of the Securities Act of 1933
(the "Act")  against  any and all  losses,  claims,  damages,  liabilities  or


                                      3

<PAGE>

litigation  (including  legal and other  expenses) to which Scudder  Kemper or
such  directors,  officers or controlling  person may become subject under the
Act, under any other statute,  at common law or otherwise,  arising out of the
acquisition  of any  Shares  by any  person  which  (i) may be based  upon any
wrongful act by the Company,  any of its  employees  or  representatives,  any
affiliate  of or any person  acting on behalf of the  Company  or a  principal
underwriter  of its insurance  products,  or (ii) may be based upon any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in a
registration  statement or prospectus covering Shares or any amendment thereof
or supplement  thereto or the omission or alleged  omission to state therein a
material  fact  required  to be  stated  therein  or  necessary  to  make  the
statements  therein not misleading if such a statement or omission was made in
reliance  upon  information  furnished  to  Scudder  Kemper or the Fund by the
Company, provided,  however, that in no case (i) is the Company's indemnity in
favor of a  director  or officer or any other  person  deemed to protect  such
director or officer or other  person  against any  liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross  negligence  in the  performance  of his  duties  or by reason of his
reckless  disregard of obligations  and duties under this Agreement or (ii) is
the  Company to be liable  under its  indemnity  agreement  contained  in this
Paragraph  6 with  respect to any claim  made  against  Scudder  Kemper or any
person  indemnified  unless Scudder Kemper or such person, as the case may be,
shall have  notified  the Company in writing  pursuant to Paragraph 8 within a
reasonable  time  after  the  summons  or other  first  legal  process  giving


                                      4

<PAGE>

information  of the nature of the claims  shall have been served upon  Scudder
Kemper or upon such person (or after Scudder  Kemper or such person shall have
received  notice of such  service on any  designated  agent),  but  failure to
notify the Company of any such claim  shall not  relieve the Company  from any
liability  which it has to  Scudder  Kemper or any  person  against  whom such
action  is  brought  otherwise  than on  account  of the  indemnity  agreement
contained in this  Paragraph 6. The Company shall be entitled to  participate,
at its own expense, in the defense, or, if it so elects, to assume the defense
of any suit brought to enforce any such liability, but, if it elects to assume
the  defense,  such defense  shall be  conducted  by counsel  chosen by it and
satisfactory  to Scudder  Kemper,  to its  officers and  directors,  or to any
controlling  person or persons,  defendant or  defendants  in the suit. In the
event  that the  Company  elects to assume  the  defense  of any such suit and
retain  such  counsel,   Scudder  Kemper,   such  officers  and  directors  or
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them, but, in case
the Company does not elect to assume the defense of any such suit, the Company
will  reimburse  Scudder  Kemper,  such officers and directors or  controlling
person or persons,  defendant or defendants in such suit,  for the  reasonable
fees and expenses of any counsel retained by them. The Company agrees promptly
to notify Scudder Kemper  pursuant to Paragraph 8 of the  commencement  of any
litigation or proceedings  against it in connection with the issue and sale of
any Shares.


                                      5

<PAGE>

      (b) Scudder Kemper agrees to indemnify and hold harmless the Company and
each of its directors  and officers and each person,  if any, who controls the
Company  within  the  meaning of  Section  15 of the Act  against  any and all
losses, claims, damages,  liabilities or litigation (including legal and other
expenses)  to which the Company or such  directors,  officers  or  controlling
persons may become subject under the Act,  under any other statute,  at common
law or otherwise,  arising out of the  acquisition of any Shares by any person
which (i) may be based upon any  wrongful  act by Scudder  Kemper,  any of its
employees or representatives  or a principal  underwriter of the Fund, or (ii)
may be based  upon any  untrue  statement  or alleged  untrue  statement  of a
material fact  contained in a  registration  statement or prospectus  covering
Shares or any  amendment  thereof or  supplement  thereto or the  omission  or
alleged  omission  to state  therein a  material  fact  required  to be stated
therein or necessary to make the  statements  therein not  misleading  if such
statement or omission was made in reliance upon  information  furnished to the
Company by Scudder Kemper;  provided,  however, that in no case (i) is Scudder
Kemper's  indemnity  in favor of a director  or  officer  or any other  person
deemed to  protect  such  director  or  officer or other  person  against  any
liability  to which any such person  would  otherwise  be subject by reason of
willful misfeasance,  bad faith, or gross negligence in the performance of his
duties or by reason of his reckless  disregard of obligations and duties under
this  Agreement  or (ii) is Scudder  Kemper to be liable  under its  indemnity
agreement  contained  in this  Paragraph  6 with  respect to any  claims  made
against the Company or any such director, officer or controlling person unless


                                      6

<PAGE>

it or such director,  officer or controlling person, as the case may be, shall
have  notified  Scudder  Kemper in writing  pursuant  to  Paragraph 8 within a
reasonable  time  after  the  summons  or other  first  legal  process  giving
information  of the nature of the claim shall have been served upon it or upon
such  director,  officer or  controlling  person (or after the Company or such
director,  officer or  controlling  person shall have received  notice of such
service on any designated  agent), but failure to notify Scudder Kemper of any
claim shall not relieve it from any liability which it may have to the Company
or any person against whom such action is brought otherwise than on account of
its indemnity  agreement contained in this Paragraph 6. Scudder Kemper will be
entitled  to  participate  at its own  expense  in the  defense,  or, if it so
elects,  to  assume  the  defense  of any suit  brought  to  enforce  any such
liability,  but if Scudder  Kemper elects to assume the defense,  such defense
shall be conducted by counsel  chosen by it and  satisfactory  to the Company,
its  directors,  officers  or  controlling  person or  persons,  defendant  or
defendants,  in the suit.  In the event  Scudder  Kemper  elects to assume the
defense of any such suit and retain such counsel,  the Company, its directors,
officers or  controlling  person or persons,  defendant or  defendants  in the
suit,  shall bear the fees and expenses of any additional  counsel retained by
them,  but, in case Scudder Kemper does not elect to assume the defense of any
such suit,  it will  reimburse  the  Company or such  directors,  officers  or
controlling  person or persons,  defendant or defendants in the suit,  for the
reasonable fees and expenses of any counsel  retained by them.  Scudder Kemper
agrees  promptly  to  notify  the  Company  pursuant  to  Paragraph  8 of  the
commencement  of  any  litigation  or  proceedings  against  it or  any of its


                                      7

<PAGE>

officers or directors in connection with the issuance or sale of any Shares.

      (c) Scudder Kemper agrees to indemnify and hold harmless the Company and
each of its  directors  and  officers  against  any and  all  losses,  claims,
damages,  liabilities or litigation  arising from the imposition of additional
federal income taxes on the Company or any policyholder  solely as a result of
a Final  Determination  that any  Portfolio  has failed (x) to comply with the
diversification requirements of section 817(h) of the Internal Revenue Code of
1986, as amended (the "Code"),  relating to the  diversification  requirements
for  variable  annuity,  endowment  and life  insurance  contracts,  or (y) to
qualify as a regulated investment company within the meaning of section 851 of
the Code; provided,  however,  that (i) Scudder Kemper shall have no liability
under this  Paragraph  6(c) if such  failure is caused by a third party who is
not an employee or agent of Scudder  Kemper  (e.g.,  the Fund's  custodian  or
another service  provider),  and (ii) in no case is Scudder Kemper's indemnity
under this  Paragraph  6(c) deemed to protect any person against any liability
to which  that  person  would  otherwise  be  subject  by  reason  of  willful
misfeasance, bad faith or gross negligence in the performance of that person's
duties or by reason of reckless  disregard by that person of obligations under
this Agreement.

      The  Company  agrees that if the  Internal  Revenue  Service  asserts in
writing in connection with any governmental audit or review of the Company or,
to the Company's knowledge, of any policyholder, that any Portfolio has failed
to comply with the diversification  requirements of section 817(h) of the Code


                                      8

<PAGE>

or the Company  otherwise  becomes  aware of any facts that could give rise to
any claim  against  Scudder  Kemper as a result of such a failure  or  alleged
failure,  (i)  the  Company  shall  promptly  notify  Scudder  Kemper  of such
assertion  or potential  claim;  (ii) the Company  shall  consult with Scudder
Kemper as to how to minimize any liability  that may arise as a result of such
failure or alleged  failure;  (iii) the Company  shall use its best efforts to
minimize any liability of Scudder  Kemper for  indemnification  resulting from
such  failure,  including,  without  limitation,  demonstrating,  pursuant  to
Treasury  Regulations  Section  1.817-5(a)  (2),  to the  Commissioner  of the
Internal Revenue Service that such failure was  inadvertent;  (iv) the Company
shall  permit  Scudder  Kemper  and  its  legal  and  accounting  advisors  to
participate in any conferences, settlement discussions or other administrative
or judicial  proceedings or contests (including judicial appeals thereof) with
the Internal Revenue Service, any policyholder or any other claimant regarding
any  claims  that could give rise to  indemnification  by Scudder  Kemper as a
result of such a failure or alleged failure;  (v) any written  materials to be
submitted by the Company to the Internal Revenue Service,  any policyholder or
any other  claimant in  connection  with any of the foregoing  proceedings  or
contests (including, without limitation, any such materials to be submitted to
the  Internal  Revenue  Service  pursuant  to  Treasury   Regulations  Section
1.817-5(a)  (2)),  (a) shall be  provided  by the  Company to  Scudder  Kemper
(together  with any  supporting  information or analysis) at least 10 business
days prior to the day on which such proposed materials are to be submitted and
(b) shall not be  submitted  by the  Company to any such  person  without  the


                                      9

<PAGE>

express  written  consent of Scudder  Kemper,  which shall not be unreasonably
withheld;  (vi) the Company shall provide Scudder Kemper and its advisors with
such  cooperation  as Scudder  Kemper  shall  reasonably  request  (including,
without limitation,  by permitting Scudder Kemper and its accounting and legal
advisors to review the relevant  books and records of the Company) in order to
facilitate Scudder Kemper's review of any written  submissions  provided to it
pursuant to the preceding  clause or its  assessment of the validity or amount
of any claim against it arising from such a failure or alleged failure;  (vii)
the Company shall not with respect to any claim of the IRS or any policyholder
that would give rise to a claim for indemnification against Scudder Kemper (a)
compromise or settle any claim,  (b) accept any  adjustment  on audit,  or (c)
forego any allowable judicial appeals,  without the express written consent of
Scudder Kemper,  which shall not be unreasonably  withheld,  provided that the
Company shall not be required to appeal any adverse  judicial  decision unless
Scudder  Kemper shall have provided an opinion of  independent  counsel to the
effect that a reasonable  basis  (consistent with Formal Opinion 85-352 of the
American Bar  Association)  exists for taking such appeal;  and (viii) Scudder
Kemper shall have no liability as a result of such failure or alleged  failure
if the Company fails to comply with any of the  foregoing  clauses (i) through
(vii).  Should  Scudder  Kemper  refuse  to give its  written  consent  to any
compromise or settlement of any claim or liability hereunder, the Company may,
in its discretion,  authorize Scudder Kemper to act in the name of the Company
in, and to control the conduct of, such conferences, discussions, proceedings,
contests or appeals and all administrative or judicial appeals thereof, and in


                                      10

<PAGE>

that event Scudder Kemper shall bear the fees and expenses associated with the
conduct of the proceedings that it is so authorized to control.

      For purposes of this Paragraph 6(c), "Final  Determination"  shall mean,
with  respect  to any  claim,  a  settlement  of  such  claim  (including  the
acceptance of an  adjustment  proposed by the Internal  Revenue  Service) or a
decision of a court of competent  jurisdiction with respect to such claim that
has become final after either the (i)  exhaustion of allowable  appeals or (2)
expiration of the time to take any such appeal with respect to the claim.

      7.    MASSACHUSETTS LAW TO APPLY.

      This Agreement shall be construed and the provisions hereof  interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.

      8.    NOTICES.

      Any  notice  shall be  sufficiently  given  when sent by  registered  or
certified mail to the other party at the address of such party set forth below
or at such  other  address  as such  party  may from time to time  specify  in
writing to the other party.

      If to Scudder Kemper:

            Scudder Kemper Investments, Inc.
            Two International Place
            Boston, Massachusetts  02110
            (617) 295-2275
            Attn:  David B. Watts

      If to the Company:

            USAA Life Insurance Company
            9800 Fredericksburg Road
            San Antonio, Texas 78288
            Attn.: Dwain A. Akins, Esq.


                                      11

<PAGE>

      9.    MISCELLANEOUS.

      The captions in the Agreement are included for  convenience of reference
only  and in no way  define  or  delineate  any of the  provisions  hereof  or
otherwise affect their construction or effect.  This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be  executed in its name and behalf by its duly  authorized  representative
and its seal to be hereunder affixed hereto as of the ___ day of ______, 199_.


[SEAL]                                        SCUDDER KEMPER INVESTMENTS, INC.

                                              By:
                                                  ------------------
                                                  Mark S. Casady
                                                  Authorized Officer


[SEAL]                                        USAA LIFE INSURANCE COMPANY


                                              By:
                                                  --------------------
                                                  Name: Edwin L. Rosane
                                                  Title: President


                                      12


                                                          EXHIBIT 1.(8)(d)(iv)


[USAA LOGO]


                                ________, 1998

BY EXPRESS DELIVERY


Scudder Kemper Investments, Inc.
Scudder Investor Services, Inc.
Scudder Variable Life Investment Fund
2 International Place
Boston, MA  02110

Executives:

      We  are  writing  to  augment  and  clarify  certain  of the  terms  and
conditions of: (1) the participation agreement, dated February 3, 1995, by and
between USAA Life Insurance  Company ("USAA Life"),  on behalf of the Separate
Account  of USAA Life  Insurance  Company  ("Separate  Account")  and the Life
Insurance  Separate  Account of USAA Life Insurance  Company ("Life  Insurance
Separate  Account"),  and the Scudder  Variable Life  Investment Fund ("Fund")
(hereinafter  "Participation  Agreement");  (2) the  reimbursement  agreement,
dated February 3, 1995, by and between USAA Life and Scudder,  Stevens & Clark
("SS&C") (hereinafter  "Reimbursement  Agreement");  and (3) the participating
contract and policy  agreement,  dated  February 3, 1995,  by and between USAA
Investment  Management  Company ("IMCO") and Scudder Investor  Services,  Inc.
("SIS") (hereinafter "Policy Agreement").

      Unless  otherwise  noted,  the  provisions set out below are intended to
apply to the Participation  Agreement,  Reimbursement Agreement and the Policy
Agreement  (collectively,  the "Agreements") and, to the extent contrary to or
inconsistent with any provision in any Agreement, shall modify such provision.
The headings used herein are for convenience of reference only.

      Kindly  acknowledge  your  acceptance  and agreement to the following by
affixing your signature to the last page of this letter.


AVAILABLE PORTFOLIOS.

      The Fund's  Capital Growth  Portfolio  ("Portfolio"  or "Capital  Growth
Portfolio") is the only Fund series that USAA Life  currently  intends to make
available for investment  through the Separate  Account and the Life Insurance
Separate  Account.  Accordingly,  any obligations of USAA Life with respect to
capital contributions or expense reimbursements  required to be made under the
Participation  Agreement  shall be limited to the  Capital  Growth  Portfolio,
until such time as USAA Life  notifies  the Fund that it intends to use one or
more additional portfolios.


        9800 Fredericksburg Road San Antonio, Texas 78288 1-800-531-8000
                             In San Antonio 498-8000

<PAGE>

Scudder Kemper Investments, Inc.
________, 1998
Page 2


PURCHASES AND REDEMPTIONS.

      1. TIMELY PRICING AND ORDERS.  The Fund or its designated agent will use
all  commercially  reasonable  efforts to provide to USAA Life the closing net
asset value and any dividend and capital gain information for the Portfolio by
5:15 p.m.,  Central time on each Business Day.  "Business  Day" shall mean any
day on which the Fund  calculates the net asset value of its Funds pursuant to
rules of the Securities and Exchange Commission and as described in the Fund's
Prospectus.  USAA Life will use these data to calculate unit values,  which in
turn will be used to process  transactions  that  receive  that same  Business
Day's Separate  Account or Life Insurance  Separate  Account unit value.  Such
Separate Account or Life Insurance  Separate  Account  processing will be done
the same evening, and corresponding orders with respect to Fund shares will be
placed  the  morning of the  following  Business  Day.  USAA Life will use all
commercially  reasonable efforts to place such orders with the Fund by 9 a.m.,
Central time.

      2. TIMELY  PAYMENTS.  USAA Life or its  designated  agent will  transmit
orders for  purchases  and  redemptions  of Fund shares to SIS,  and will wire
payment for net purchases to a custodial account designated by the Fund on the
same day as the order for Fund  shares is placed,  to the extent  practicable.
Payment for net redemptions will be wired by the Fund to an account designated
by  USAA  Life  on  the  same  day as  the  order  is  placed,  to the  extent
practicable,  but in any event within such  reasonably  practicable  period of
time  after the order is placed as would  enable  USAA Life to pay  redemption
proceeds in  compliance  with Section 22(e) of the  Investment  Company Act of
1940.

      3.  APPLICABLE  PRICE.  The Fund shall  effect any orders to purchase or
redeem  Portfolio  shares  that USAA Life  submits  on behalf of the  Separate
Account, based on transactions under variable annuity contracts issued by USAA
Life  ("Contracts"),  and on behalf of the Life  Insurance  Separate  Account,
based on transactions under variable life insurance policies ("Policies"),  at
the  Portfolio's  net asset value per share as of the close of business on the
Business  Day the order is  received by USAA Life or its  designee,  acting as
agent for the Fund,  provided that such order is received prior to the time as
of which the Fund  calculates  net asset value on that  Business  Day. If such
order  is  received  after  that  time,  the  order  will be  effected  at the
Portfolio's  net asset value as of the close of business on the next  Business
Day.  Any  orders  to  purchase  shares  of an  available  Fund  not  based on
transactions  under  Contracts or Policies  will be effected at the Fund's net
asset value per share next computed after the order is received by the Fund.

      4. REDEMPTIONS. The Fund shall redeem for cash from USAA Life those full
or  fractional  shares of the  Portfolio  that USAA Life requests from time to
time.


<PAGE>

Scudder Kemper Investments, Inc.
________, 1998
Page 3


REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.

      USAA Life,  on behalf of the  Separate  Account  and the Life  Insurance
Separate  Account,  hereby  elects to reinvest all dividends and capital gains
distributions in additional  shares of the Capital Growth Portfolio at the net
asset  values  on the  payment  date  of  such  dividends  and  capital  gains
distributions  until USAA Life  otherwise  notifies the Fund in writing.  USAA
Life  reserves  the right to revoke  this  election  and to  receive  all such
dividends  and capital gain  distributions  in cash.  The Fund shall  promptly
notify  USAA  Life of the  number of  shares  so  issued  as  payment  of such
dividends and distributions.

AMENDMENT TO POLICY AGREEMENT.

      As an additional inducement for IMCO to enter into the Policy Agreement,
SIS hereby agrees with IMCO as follows:

      (1) in connection  with Sections 6 and 12 of the Policy  Agreement,  SIS
      will give IMCO thirty days' written  notice before  suspending  sales or
      withdrawing the offering of Shares (as defined in the Policy  Agreement)
      or terminating the Policy Agreement,  except that sales of Shares may be
      suspended  or the offering of Shares  withdrawn or the Policy  Agreement
      terminated  without  notice  (i) if the  continued  offering  or sale of
      Shares would  violate any  applicable  statute or  regulation,  order or
      decree of any court, governmental agency or self-regulatory organization
      having  jurisdiction,  or (ii) if in the sole discretion of the Trustees
      of the  Fund,  including  a  majority  of  those  Trustees  who  are not
      "interested  persons" as defined in the Investment  Company Act of 1940,
      as amended,  of the Trust or of its investment  adviser,  such action is
      determined to be necessary in the best interests of the  Shareholders of
      the Portfolio.

      (2)  no  unilateral  amendment  pursuant  to  Section  6 of  the  Policy
      Agreement shall be effective  against IMCO unless it is accompanied by a
      written  notice from SIS stating  that the  amendment  is  necessary  to
      prevent the  continued  offering or sale of Shares  from  violating  any
      applicable  statute  or  regulation,  order  or  decree  of  any  court,
      governmental agency or self-regulating organization having jurisdiction.


<PAGE>

Scudder Kemper Investments, Inc.
________, 1998
Page 4


FUND MATERIALS.

      The Fund,  at its expense,  shall provide USAA Life or its designee with
camera ready copy or computer diskette versions of all prospectuses (including
supplements  thereto),  statements  of  additional  information,   annual  and
semi-annual reports, and proxy materials (collectively,  "Fund Materials"), to
be printed and  distributed  by USAA Life or IMCO to existing and  prospective
Contract or Policy owners,  as appropriate.  USAA Life agrees to bear the cost
of printing and distributing such Fund Materials.

TAX MATTERS.

      1. The Fund,  SS&C, or SIS will notify USAA Life immediately upon having
a reasonable  basis for believing that the Portfolio has ceased to comply with
the  requirements  of Section 817(h) of the Internal  Revenue Code of 1986, as
amended  ("Code") or that the Portfolio might not so comply in the future.  In
connection  with a failure to comply with the Section  817(h)  diversification
requirements,  SS&C shall  cooperate  with USAA Life by providing it with full
explanation as to the circumstances  that caused the failure,  and the reasons
why the failure was inadvertent.

      2. The limitation  against liability set out in paragraph  6(c)(viii) of
the  Reimbursement  Agreement  shall apply only where it can be shown that the
failure of USAA Life to comply with clauses 6(c)(i)  through (vii)  materially
contributed to the liability.

      3. Each Agreement shall  terminate,  at the option of USAA Life or IMCO,
as the case may be, in the event of a non-curable  failure by the Portfolio to
comply with the  provisions of Subchapter M or Section  817(h) of the Code. To
the extent that any Agreement by its terms  provides for one or more rights or
obligations  thereunder to survive the  termination of that  Agreement,  those
provisions  shall  survive  the  termination  of  that  Agreement  under  this
paragraph.

MISCELLANEOUS.

      (a) The Fund, SS&C, and SIS agree to make available to USAA Life and its
affiliates,  to the extent  permitted by applicable  law, any  arrangement for
utilization  of the  Portfolio,  which  arrangement  has  been or will be made
generally  available to any other life insurance company or any affiliate of a
life insurance company.


<PAGE>

Scudder Kemper Investments, Inc.
________, 1998
Page 5


      (b)  This  Agreement  shall  be  construed  and  the  provisions  hereof
interpreted  under  and in  accordance  with the laws of the  Commonwealth  of
Massachusetts.

      (c) The name "Scudder  Variable Life Investment Fund" is the designation
of the  Trustees for the time being under a  Declaration  of Trust dated March
15, 1985, as amended,  and all persons  dealing with the Fund must look solely
to the property of the Fund for the enforcement of any claims against the Fund
as neither the Trustees,  officers, agents or shareholders assume any personal
liability  for  obligations  entered into on behalf of the Fund.  No Portfolio
shall  be  liable  for any  obligations  properly  attributable  to any  other
Portfolio.

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


                               Very truly yours,

                               USAA LIFE INSURANCE COMPANY


                               By:
                                   -------------------
                                   Edwin L. Rosane
                                   President


                               USAA INVESTMENT
                               MANAGEMENT COMPANY


                               By:
                                   --------------------
                                   John J. Dallahan
                                   Senior Vice President
                                   Investments Services


<PAGE>

Scudder Kemper Investments, Inc.
________, 1998
Page 6


      We hereby agree to and accept the provisions set out above.

SCUDDER KEMPER INVESTMENTS, INC.


By:
    ------------------
    Mark S. Casady


SCUDDER INVESTOR SERVICES, INC.


By: __________________


SCUDDER VARIABLE LIFE INVESTMENT FUND


By:
    ------------------
    David B. Watts


                                                           EXHIBIT 1.(8)(e)(i)

                        AMENDED PARTICIPATION AGREEMENT

                                 BY AND AMONG

                          USAA LIFE INSURANCE COMPANY

                                      AND

                           THE ALGER AMERICAN FUND,
                         FRED ALGER MANAGEMENT, INC.,
                      FRED ALGER & COMPANY, INCORPORATED


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
DESCRIPTION                                                                           PAGE
<S>                                                                                    <C>
Section 1.   Available Portfolios.....................................................  2
        1.1     Growth Portfolio......................................................  2
        1.2     Addition or Deletion of Portfolios....................................  2
        1.3     No Sales to the General Public........................................  2

Section 2.   Processing Transactions..................................................  2
        2.1     Timely Pricing and Orders.............................................  2
        2.2     Timely Payments.......................................................  3
        2.3     Applicable Price......................................................  3
        2.4     Dividends and Distributions...........................................  3
        2.5     Book Entry............................................................  4

Section 3.   Costs and Expenses.......................................................  4
        3.1     General...............................................................  4
        3.2     Registration..........................................................  4
        3.3     Other (Non-Sales-Related).............................................  5
        3.4     Other (Sales-Related).................................................  5
        3.5     Parties to Cooperate..................................................  5

Section 4.   Legal Compliance.........................................................  5
        4.1     Tax Laws..............................................................  5
        4.2     Insurance and Certain Other Laws......................................  7
        4.3     Securities Laws.......................................................  8
        4.4     Notice of Certain Proceedings and Other Circumstances.................  9
        4.5     USAA Life to Provide Documents; Information about the Trust........... 10
        4.6     Trust to Provide Documents; Information about USAA Life............... 10

Section 5.   Mixed and Shared Funding................................................. 11
        5.1     General............................................................... 11
        5.2     Disinterested Trustees................................................ 11
        5.3     Monitoring for Material Irreconcilable Conflicts...................... 12
        5.4     Conflict Remedies..................................................... 12
        5.5     Notice to USAA Life................................................... 14
        5.6     Information Requested by Board of Trustees............................ 14
        5.7     Compliance with SEC Rules............................................. 14
        5.8     Requirements for Other Insurance Companies............................ 14
</TABLE>


                                      i

<PAGE>

<TABLE>
<CAPTION>
DESCRIPTION                                                                           PAGE
<S>                                                                                    <C>
Section 6.   Termination.............................................................. 15
        6.1     Events of Termination................................................. 15
        6.2     Notice Requirement for Termination.................................... 16
        6.3     Portfolios to Remain Available........................................ 16
        6.4     Survival of Warranties and Indemnifications........................... 17
        6.5     Continuance of Agreement for Certain Purposes......................... 17

Section 7.   Parties to Cooperate Respecting Termination.............................. 17

Section 8.   Assignment............................................................... 18

Section 9.   Notices.................................................................. 18

Section 10.  Voting Procedures........................................................ 19

Section 11.  Foreign Tax Credits...................................................... 19

Section 12.  Indemnification.......................................................... 19
        12.1    Of Trust, Distributor and Adviser by USAA Life........................ 19
        12.2    Of USAA Life by Distributor and Adviser............................... 21
        12.3    Effect of Notice...................................................... 24

Section 13.  Applicable Law........................................................... 24

Section 14.  Execution in Counterparts................................................ 24

Section 15.  Severability............................................................. 24

Section 16.  Rights Cumulative........................................................ 25

Section 17.  Restrictions on Sales of Trust Shares.................................... 25

Section 18.  Scope of Liability....................................................... 25

Section 19.  Headings................................................................. 26
</TABLE>


                                      ii

<PAGE>

                            PARTICIPATION AGREEMENT

      THIS  AGREEMENT,  made and entered  into as of the 16th day of December,
1994 and  amended  March  16,  1998  ("Agreement"),  by and  among  USAA  Life
Insurance  Company, a Texas life insurance company ("USAA Life"), on behalf of
itself,  the Separate  Account of USAA Life  Insurance  Company (the "Separate
Account"),  and the Life  Insurance  Separate  Account of USAA Life  Insurance
Company (the "Life Insurance  Separate  Account"),  each an investment account
organized  under the laws of Texas;  The Alger American Fund, a  Massachusetts
business  trust  (the  "Trust");  Fred  Alger  Management,  Inc.,  a New  York
corporation  ("Adviser"),  the Trust's  investment  adviser;  and Fred Alger &
Company,  Incorporated,  a Delaware corporation  ("Distributor"),  the Trust's
principal underwriter (collectively, the "Parties").


                               WITNESSETH THAT:

      WHEREAS,  USAA  Life  will be the  issuer of  certain  variable  annuity
contracts  of  USAA  Life  that  are  the  subject  of USAA  Life's  Form  N-4
registration  statement  filed with the  Securities  and  Exchange  commission
("SEC"), File No. 33-82268 (the "Contracts"); and

      WHEREAS,  USAA  Life  will be the  issuer of  certain  flexible  premium
variable universal life insurance policies that are the subject of USAA Life's
Form S-6 and Form N-8B-2 registration  statements filed with the SEC, File No.
333-45343 and 811-08625, respectively, (the "Policy" or "Policies"); and

      WHEREAS,  USAA Life will fund the  Contracts  and  Policies  through the
Separate Account and Life Insurance  Separate Account,  respectively,  each of
which currently  consists of seven  subaccounts  ("Fund  Accounts";  reference
herein to the "Separate Account" or "Life Insurance Separate Account" includes
reference to each Fund Account to the extent the context requires); and

      WHEREAS,  USAA Life will serve as the depositor of the Separate  Account
and the Life Insurance  Separate  Account,  each of which is a unit investment
trust registered as an investment  company under the Investment Company Act of
1940 (the "1940 Act"),  and the security  interests deemed to be issued by the
Separate  Account under the Contracts and the Life Insurance  Separate Account
under the Policies will be registered as securities  under the  Securities Act
of 1933 (the "1933 Act"); and

      WHEREAS,  the Trust is registered with the SEC as an open-end management
investment  company  under the 1940 Act,  consisting  of six  separate  series
("Series") whose shares are registered under the 1933 Act; and

      WHEREAS,  the Trust and  Distributor  will  make  shares of each  Series
listed on Schedule A hereto  (each,  a  "Portfolio";  reference  herein to the
"Trust"  includes  reference  to each  Portfolio  to the  extent  the  context


                                      1

<PAGE>

requires) and made part hereof, available for purchase by the Separate Account
and the Life Insurance Separate Account; and

      WHEREAS,   the  Trust's  Alger  American   Growth   Portfolio   ("Growth
Portfolio")  is currently the only Portfolio that USAA Life intends to utilize
as an investment  medium for the benefit of the owners of the  Contracts  (the
"Contract  owners") or Policies ("Policy owners") who have allocated  Contract
or Policy value to the Fund Account corresponding to that Portfolio;

      NOW,  THEREFORE,  in  consideration  of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:

                        SECTION 1. AVAILABLE PORTFOLIOS

      1.1   GROWTH PORTFOLIO.

      The  Trust and  Distributor  will make  shares in the  Growth  Portfolio
available to USAA Life for purchase and redemption at net asset value and with
no sales charges, subject to the terms and conditions of this Agreement.


      1.2   ADDITION OR DELETION OF PORTFOLIOS.

      The  Parties  hereto may agree,  from time to time,  to add other  Trust
Portfolios to provide additional funding media for the Contracts and Policies,
or to delete,  combine, or modify existing Portfolios,  by amending Schedule A
hereto.  Upon such  amendment  to Schedule A, any  applicable  reference  to a
Portfolio,  the Trust,  or its shares  herein shall include a reference to any
such additional Portfolio.


      1.3   NO SALES TO THE GENERAL PUBLIC.

      The Trust and  Distributor  represent  and warrant that no shares of any
Portfolio have been or will be sold to the general public.


                                      2

<PAGE>

                      SECTION 2. PROCESSING TRANSACTIONS

      2.1   TIMELY PRICING AND ORDERS.

      The Trust or its designated  agent will provide closing net asset value,
dividend and capital gain distribution  information for each Portfolio to USAA
Life at the  close of  trading  on each day on  which  (a) the New York  Stock
Exchange is open for regular trading, (b) the Trust calculates the Portfolio's
net asset value and (c) USAA Life is open for business  ("Business  Day"). The
Trust or its  designated  agent  will use its best  efforts  to  provide  this
information  by 5:15  p.m.,  Central  time.  USAA Life will use these  data to
calculate unit values, which in turn will be used to process transactions that
receive that same Business Day's Separate  Account or Life Insurance  Separate
Account unit value. Such Separate Account or Life Insurance Account processing
will be done the same evening,  and corresponding orders with respect to Trust
shares will be placed the morning of the  following  Business  Day.  USAA Life
will use its best  efforts  to place  such  orders  with the  Trust by 9 a.m.,
Central time.

      It is understood and agreed that the Trustees of the Trust may refuse to
sell  shares of any  Portfolio  to any  person,  or suspend or  terminate  the
offering  of shares of any  Portfolio  if such action is required by law or by
regulatory  authorities  having  jurisdiction or if, in the sole discretion of
the Trustees acting in good faith and in light of their fiduciary duties under
federal  and any  applicable  state  laws,  such  action is deemed in the best
interests of the shareholders of such Portfolio.

      2.2   TIMELY PAYMENTS.

      USAA Life will transmit  orders for purchases and  redemptions  of Trust
shares to Distributor,  and will wire payment for net purchases to a custodial
account  designated by the Trust on the same day as the order for Trust shares
is placed,  to the extent  practicable.  Payment for net  redemptions  will be
wired by the Trust to an  account  designated  by USAA Life on the same day as
the  order is  placed,  to the  extent  practicable,  and in any event be made
within  five  calendar  days  after  the date the  order is placed in order to
enable  USAA Life to pay  redemption  proceeds  within the time  specified  in
Section 22(e) of the 1940 Act.

      2.3   APPLICABLE PRICE.

      The Parties agree that Portfolio  share  purchase and redemption  orders
that  result from  Contract or Policy  owner  purchase  payments,  surrenders,
partial  surrenders,  partial  withdrawals,  routine  withdrawals  of charges,
loans,  loan  repayments,  payment  of  benefit  proceeds  at death or  Policy
maturity,  or requests for other  transactions under the Contracts or Policies
that USAA Life receives prior to the close of regular  trading on the New York
Stock  Exchange on a Business Day, will be executed at the net asset values as


                                      3

<PAGE>

determined as of the close of regular  trading on the New York Stock  Exchange
on that Day, which  generally will be the Business Day prior to  Distributor's
receipt of the corresponding orders for purchases and redemptions of Portfolio
shares.  USAA Life or its designee  shall act as the Trust's agent for receipt
of such orders.  All other  purchases and  redemptions of Portfolio  shares by
USAA Life will be effected at the net asset values next computed after receipt
by Distributor of the order therefor, and such orders will be irrevocable.

      2.4   DIVIDENDS AND DISTRIBUTIONS.

      The Trust  will  furnish  notice  promptly  to USAA  Life of any  income
dividends  or  capital  gain  distributions  payable  on  the  shares  of  any
Portfolio. USAA Life hereby elects to reinvest all dividends and capital gains
distributions  in  additional  shares of the  corresponding  Portfolio  at the
ex-dividend date net asset values until USAA Life otherwise notifies the Trust
in writing,  it being agreed by the Parties that the ex-dividend  date and the
payment  date with respect to any  dividend or  distribution  will be the same
Business  Day.  USAA Life  reserves  the right to revoke this  election and to
receive all such income dividends and capital gain  distributions in cash. The
Trust  shall  notify USAA Life of the number of shares so issued as payment of
such dividends and distributions.

      2.5   BOOK ENTRY.

      Issuance and transfer of Trust shares will be by book entry only.  Stock
certificates will not be issued to USAA Life. Shares ordered from the Trust on
behalf of the Separate  Account will be recorded in an  appropriate  title for
USAA Life, on behalf of its Separate Account. Shares ordered from the Trust on
behalf  of  the  Life  Insurance  Separate  Account  will  be  recorded  in an
appropriate  title for USAA  Life,  on behalf of its Life  Insurance  Separate
Account.

                         SECTION 3. COSTS AND EXPENSES

      3.1   GENERAL.

      Except as otherwise  specifically  provided herein, each Party will bear
all expenses incident to its performance under this Agreement.

      3.2   REGISTRATION.

      (a)   The Trust will bear the cost of its  registering  as a  management
investment  company  under the 1940 Act and  registering  its shares under the
1933 Act, and keeping such  registrations  current and  effective;  including,
without limitation,  the preparation of and filing with the SEC of Forms N-SAR


                                      4

<PAGE>

and Rule 24f-2 Notices  respecting the Trust and its shares and payment of all
applicable registration or filing fees with respect to any of the foregoing.

      (b)   USAA Life will bear the cost of registering  the Separate  Account
and the Life Insurance  Separate  Account as a unit investment trust under the
1940 Act and  registering  units of interest  under the Contracts and Policies
under the 1933 Act and  keeping  such  registrations  current  and  effective;
including,  without  limitation,  the  preparation  and filing with the SEC of
Forms N-SAR  and Rule 24f-2 Notices  respecting  the Separate  Account and the
Life Insurance  Separate Account and each of its units of interest and payment
of all  applicable  registration  or filing  fees with  respect  to any of the
foregoing.

      3.3   OTHER (NON-SALES-RELATED).

      (a)   The Trust will bear the costs of  preparing,  filing  with the SEC
and setting for  printing  the Trust's  prospectus,  statement  of  additional
information  and any  amendments or  supplements  thereto  (collectively,  the
"Trust  Prospectus"),  periodic reports to shareholders,  Trust proxy material
and other shareholder communications.

      (b)   USAA Life will bear the costs of  preparing,  filing  with the SEC
and setting for  printing,  the Separate  Account's  prospectus,  statement of
additional   information   and   any   amendments   or   supplements   thereto
(collectively,  the "Separate  Account  Prospectus"),  any periodic reports to
Contract owners, annuitants or participants under the Contracts (collectively,
and with  Policy  owners,  "Participants"),  voting  instruction  solicitation
material, and other Participant communications.

      (c)   USAA Life will bear the costs of  preparing,  filing  with the SEC
and setting for printing, the Life Insurance Separate Account's prospectus and
any  amendments or  supplements  thereto  (collectively,  the "Life  Insurance
Separate Account  Prospectus"),  any periodic reports to Policy owners, voting
instruction solicitation material, and other Policy owner communications.

      (d)   USAA Life or its affiliates shall print in quantity and deliver to
existing Participants the documents provided by the Trust in camera ready form
pursuant to Section  4.6(b)  hereof.  The costs of  printing  in quantity  and
delivering to existing  Participants  such documents will be allocated between
USAA Life or its  affiliates  and the Trust or its  affiliates  as they  shall
determine by separate agreement.

      3.4   OTHER (SALES-RELATED).

      Expenses of  distributing  a  Portfolio's  shares and the  Contracts and
Policies  will be allocated  between  USAA Life,  or its  affiliates,  and the
Trust, or its affiliates,  as they shall determine by separate  agreement.  As


                                      5

<PAGE>

used in this Agreement,  the term "affiliates"  shall have the same meaning as
"affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

      3.5   PARTIES TO COOPERATE.

      The Trust, Adviser,  Distributor and USAA Life, each agrees to cooperate
with the others,  as  applicable,  in arranging to print,  mail and/or deliver
combined or coordinated prospectuses or other materials of the Trust, Separate
Account and Life Insurance Separate Account.

                          SECTION 4. LEGAL COMPLIANCE

      4.1   TAX LAWS.

      (a)   The Trust represents and warrants that each Portfolio is currently
qualified as a regulated  investment company ("RIC") under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), and represents that it
will use its best  efforts to qualify  and to maintain  qualification  of each
Portfolio as a RIC and the Trust, Adviser or Distributor will notify USAA Life
immediately  upon having a reasonable basis for believing that a Portfolio has
ceased to so qualify or that it might not so qualify in the future.

      (b)   USAA Life  represents  that it believes,  in good faith,  that the
Contracts and Policies will be treated as annuity contracts and life insurance
policies,  respectively,  under applicable  provisions of the Code and that it
will use its best efforts to maintain  such  treatment;  USAA Life will notify
the Trust and  Distributor  immediately  upon  having a  reasonable  basis for
believing  that any of the  Contracts or Policies have ceased to be so treated
or that they might not be so treated in the future.

      (c)   The Trust  represents  that it will use its best efforts to comply
and  to  maintain  each  Portfolio's   compliance  with  the   diversification
requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of
the  regulations  under the Code, and the Trust,  Adviser or Distributor  will
notify USAA Life immediately upon having a reasonable basis for believing that
a Portfolio has ceased to so comply or that a Portfolio might not so comply in
the future.

      (d)   USAA Life  represents  that it believes,  in good faith,  that the
Separate  Account and Life Insurance  Separate  Account are each a "segregated
asset account" and that  interests in the Separate  Account and Life Insurance
Separate Account are offered  exclusively  through the purchase of or transfer
into a "variable contract," within the meaning of such terms under Section 817
of the  Code  and the  regulations  thereunder.  USAA  Life  will use its best
efforts to continue to meet such definitional requirements, and it will notify
the Trust and  Distributor  immediately  upon  having a  reasonable  basis for


                                      6

<PAGE>

believing that such  requirements have ceased to be met or that they might not
be met in the future.

      (e)   Adviser represents and warrants that it will manage each Portfolio
in compliance with its investment objectives, policies and restrictions as set
forth in the Trust Prospectus. Adviser further represents and warrants that it
will  manage each  Portfolio  as a RIC in  compliance  with  Subchapter  M and
Section 817(h) of the Code and regulations thereunder.

      (f)   The  Trust  represents  that  it has  adopted  and  will  maintain
procedures  for  ensuring  that  the  Trust  is  managed  in  compliance  with
Subchapter M and Section 817(h) of the Code and regulations thereunder, and in
a manner  designed to avoid the  imposition of excise taxes under Section 4982
of the Code or any other similar or successor provision. On request, the Trust
will also provide USAA Life with such materials, cooperation and assistance as
may be  reasonably  necessary  for USAA Life or any person  designated by USAA
Life to review from time to time the  procedures  and  practices of Adviser or
any other  provider of services  to the Trust for  ensuring  that the Trust is
managed in  compliance  with  Subchapter M and Section  817(h) of the Code and
regulations  thereunder.  The  Parties  hereto  agree that the Trust shall not
incur any unreasonable costs in connection with the provision of any material,
cooperation or assistance to USAA Life pursuant to this paragraph.

      (g)   Within 15 Business  Days after the end of each  calendar  quarter,
the  Adviser  will  furnish  to USAA  Life a  letter  confirming  the  Trust's
compliance  with  Subchapter M and Section 817(h) of the Code and  regulations
thereunder  as of the end of the  applicable  quarter,  or, in the case of the
last quarter in each year, for the 12 months then ended.

      (h)   In the event of any noncompliance or potential  noncompliance with
Subchapter M or Section  817(h) of the Code and  regulations  thereunder,  the
Trust  will  take such  action  as is  necessary  or  appropriate  to cure any
noncompliance  during a grace period of 30 calendar  days after the end of the
calendar quarter in which such noncompliance  occurred.  If the Trust so cures
the noncompliance,  it will furnish USAA Life with a report by the last day of
such  grace  period  confirming  the same.  If the Trust  does not so cure the
noncompliance  regarding  its  status as a RIC,  the Trust will  pursue  those
efforts necessary to enable each affected  Portfolio to qualify once again for
treatment as a RIC in compliance  with  Subchapter M. If the Trust does not so
cure the  noncompliance  regarding its status under Section 817(h),  the Trust
will  cooperate in good faith with USAA Life's  efforts to obtain a ruling and
closing  agreement,  as  provided  in Revenue  Procedure  92-25  issued by the
Internal Revenue Service (or any applicable  ruling or procedure  subsequently
issued by the Internal  Revenue  Service),  that the Trust  satisfies  Section
817(h) for the applicable period or periods.


                                      7

<PAGE>

      4.2   INSURANCE AND CERTAIN OTHER LAWS.

      (a)   The Trust will use its best efforts to comply with any  applicable
state insurance laws or regulations,  to the extent specifically  requested in
writing by USAA Life.

      (b)   USAA Life  represents  and  warrants  that (i) it is an  insurance
company duly organized,  validly  existing and in good standing under the laws
of the State of Texas and has full corporate power,  authority and legal right
to execute,  deliver  and  perform its duties and comply with its  obligations
under  this  Agreement,  (ii)  it has  legally  and  validly  established  and
maintains the Separate Account and the Life Insurance Separate Account each as
a  segregated  asset  account  under  Chapter  3,  Article  3.75 of the  Texas
Insurance  Code and the  regulations  thereunder,  and (iii) the Contracts and
Policies comply in all material respects with all other applicable federal and
state laws and regulations.

      (c)   Distributor   represents  and  warrants  that  it  is  a  business
corporation duly organized,  validly existing,  and in good standing under the
laws of the State of Delaware  and has full  corporate  power,  authority  and
legal  right to execute,  deliver,  and perform its duties and comply with its
obligations under this Agreement.

      (d)   The Trust, Adviser and Distributor  represent and warrant that the
Trust is a  business  trust  duly  organized,  validly  existing,  and in good
standing  under the laws of the  Commonwealth  of  Massachusetts  and has full
power, authority, and legal right to execute,  deliver, and perform its duties
and comply with its obligations under this Agreement.

      (f)   Adviser  represents  and warrants that it is a  corporation,  duly
organized,  validly  existing and in good standing  under the laws of New York
and has full  power,  authority,  and legal  right to  execute,  deliver,  and
perform its duties and comply with its obligations under this Agreement.

      4.3   SECURITIES LAWS.

      (a)   USAA  Life  represents  and  warrants  that (i)  interests  in the
Separate Account pursuant to the Contracts and in the Life Insurance  Separate
Account  pursuant to the Polices will be registered  under the 1933 Act to the
extent  required by the 1933 Act, and the  Contracts and Policies will be duly
authorized  for  issuance  and sold in  compliance  with Texas  law,  (ii) the
Separate  Account and Life Insurance  Separate Account each is and will remain
registered  under the 1940 Act,  to the  extent  required  under the 1940 Act,
(iii) the Separate  Account and Life Insurance  Separate Account each does and
will comply in all material respects with the requirements of the 1940 Act and
the rules  thereunder,  (iv) the  Separate  Account's  and the Life  Insurance
Separate  Account's 1933 Act registration  statement relating to the Contracts
and Policies, respectively,  together with any amendments thereto, will at all
times comply in all material  respects with the  requirements  of the 1933 Act
and the rules  thereunder,  and (v) the Separate  Account  Prospectus and Life
Insurance  Separate  Account  Prospectus  each will at all times comply in all
material  respects  with  the  requirements  of the  1933  Act and  the  rules
thereunder.


                                      8

<PAGE>

      (b)   The Trust and  Distributor  represent  and warrant  that (i) Trust
shares sold pursuant to this Agreement  will be registered  under the 1933 Act
to the extent  required by the 1933 Act and duly  authorized  for issuance and
sold in compliance with  Massachusetts  law, (ii) the Trust is and will remain
registered  under the 1940 Act to the extent  required by the 1940 Act,  (iii)
the Trust will amend the registration  statement for its shares under the 1933
Act and itself  under the 1940 Act from time to time as  required  in order to
effect the continuous  offering of shares, (iv) the Trust does and will comply
in all material  respects with the  requirements of the 1940 Act and the rules
thereunder, (v) the Trust's 1933 Act registration statement, together with any
amendments thereto, will at all times comply in all material respects with the
requirements  of the  1933  Act and  rules  thereunder,  and  (vi)  the  Trust
Prospectus  will  at all  times  comply  in all  material  respects  with  the
requirements of the 1933 Act and the rules thereunder.

      (c)   The  Trust  will  register  and  qualify  its  shares  for sale in
accordance  with the laws of any  state  or other  jurisdiction  if and to the
extent  reasonably  deemed advisable by the Trust, USAA Life or any other life
insurance company utilizing the Trust.

      (d)   Distributor  represents  and warrants  that it is  registered as a
broker-dealer  with the SEC  under the  Securities  Exchange  Act of 1934,  as
amended,  and is a member in good  standing  of the  National  Association  of
Securities  Dealers,  Inc. (the "NASD"),  and that it has and will perform its
obligations  hereunder in compliance in all material respects with the federal
securities  laws, any applicable state securities laws, and the regulations of
the NASD.

      (e)   Adviser  represents  and  warrants  that  it is  registered  as an
investment adviser with the SEC under the Investment  Advisers Act of 1940, as
amended,  and under such state securities laws as may be applicable,  and that
it has and  will  perform  its  obligations  hereunder  in  compliance  in all
material  respects with the federal  securities laws and any applicable  state
securities laws.

      4.4   NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES.

      (a)   Distributor or the Trust will immediately  notify USAA Life of (i)
the  issuance by any court or  regulatory  body of any stop  order,  cease and
desist order, or other similar order with respect to the Trust's  registration
statement under the 1933 Act or the Trust Prospectus,  (ii) any request by the
SEC for any  amendment to such  registration  statement  or Trust  Prospectus,
(iii) the  initiation  of any  proceedings  for that  purpose or for any other
purpose  relating to the  registration or offering of the Trust's  shares,  or
(iv) any other  action or  circumstances  that may prevent the lawful offer or
sale of  shares of any  Portfolio  in any  state or  jurisdiction,  including,
without  limitation,  any  circumstances  in  which  (x) such  shares  are not
registered and, in all material  respects,  issued and sold in accordance with
applicable  state and  federal law or (y) such law  precludes  the use of such
shares as an  underlying  investment  medium of the  Contracts or the Policies
issued or to be issued by USAA Life. Distributor and the Trust will make every
reasonable effort to prevent the issuance,  with respect to any Portfolio,  of


                                      9

<PAGE>

any such stop order,  cease and desist order or similar order and, if any such
order is issued, to obtain the lifting thereof at the earliest possible time.

      (b)   USAA Life will immediately notify the Trust of (i) the issuance by
any court or regulatory  body of any stop order,  cease and desist  order,  or
other similar order with respect to the Separate  Account's or Life  Insurance
Separate Account's  registration  statement under the 1933 Act relating to the
Contracts  or the  Separate  Account  Prospectus,  or the Policies or the Life
Insurance Separate Account Prospectus,  respectively,  (ii) any request by the
SEC for any amendment to such registration  statements or Prospectuses,  (iii)
the  initiation of any  proceedings  for that purpose or for any other purpose
relating to the  registration  or offering of the Separate  Account  interests
pursuant to the Contracts or the Life  Insurance  Separate  Account  interests
pursuant to the Policies,  or (iv) any other action or circumstances  that may
prevent  the  lawful  offer  or  sale  of  said  interests  in  any  state  or
jurisdiction,  including,  without limitation, any circumstances in which said
interests are not registered and, in all material respects, issued and sold in
accordance  with  applicable  state and federal law. USAA Life will make every
reasonable  effort to prevent the  issuance of any such stop order,  cease and
desist order or similar order and, if any such order is issued,  to obtain the
lifting thereof at the earliest possible time.

      4.5   USAA LIFE TO PROVIDE DOCUMENTS; INFORMATION ABOUT THE TRUST.

      (a)   USAA Life will provide to the Trust one  complete  copy of all SEC
registration  statements,   Separate  Account  Prospectuses,   Life  Insurance
Separate  Account  Prospectuses,  reports,  any  preliminary  and final voting
instruction solicitation material,  applications for exemptions,  requests for
no-action letters,  and all amendments to any of the above, that relate to the
Separate Account,  the Contracts,  the Life Insurance  Separate Account or the
Policies,  contemporaneously  with the filing of such document with the SEC or
other regulatory authorities.

      (b)   USAA Life will provide to the Trust or its designee  each piece of
sales   literature  or  other   promotional   material  in  which  the  Trust,
Distributor,  and/or Adviser is named,  at least 15 Business Days prior to its
use or such shorter period as the Parties hereto may, from time to time, agree
upon. No such material  shall be used if the Trust or its designee  objects to
such use within 15  Business  Days  after  receipt  of such  material  or such
shorter period as the Parties  hereto may, from time to time,  agree upon. The
Trust  hereby  designates  its  Adviser as the  entity to  receive  such sales
literature,  until such time as the Trust appoints  another designee by giving
notice to USAA Life in the manner required by Section 9 hereof.

      (c)   Neither  USAA  Life  nor  any  of its  affiliates  will  give  any
information  or  make  any  representations  or  statements  on  behalf  of or
concerning  the  Trust in  connection  with the sale of the  Contracts  or the
Policies other than (i) the  information or  representations  contained in the
registration  statement,  including the Trust  Prospectus  contained  therein,
relating to shares of a Portfolio,  as such  registration  statement and Trust
Prospectus  may be  amended  from time to time;  or (ii) in  reports  or proxy


                                      10

<PAGE>

materials for the Trust;  or (iii) in sales  literature  or other  promotional
material  approved by the Trust or Distributor,  except with the permission of
the Trust or Distributor.

      4.6   TRUST TO PROVIDE DOCUMENTS; INFORMATION ABOUT USAA LIFE.

      (a)   The Trust will provide to USAA Life one  complete  copy of all SEC
registration  statements,  Trust  Prospectuses,  reports,  any preliminary and
final proxy  material,  applications  for  exemptions,  requests for no-action
letters,  and all amendments to any of the above,  that relate to the Trust or
the shares of a Portfolio,  contemporaneously with the filing of such document
with the SEC or other regulatory authorities.

      (b)   The Trust will  provide to USAA Life  camera  ready  copies of all
Trust  Prospectuses,  proxy  materials,  periodic  reports to shareholders and
other  materials  required by law to be sent to Contract or Policy  owners who
have  allocated  any Contract or Policy  value to a Portfolio.  The Trust will
provide  such  camera  ready  copies to USAA Life in a timely  manner so as to
enable  USAA Life to print  and  distribute  such  materials  within  the time
required by law to be furnished to Contract and Policy owners.

      (c)   The Trust will provide to USAA Life or its designee  each piece of
sales  literature or other  promotional  material in which USAA Life or any of
its  affiliates  is named,  or which refers to the  Contracts or Policies,  at
least 15 Business Days prior to its use or such shorter  period as the Parties
hereto may, from time to time,  agree upon. No such material  shall be used if
USAA Life or its  designee  objects to such use within 15 Business  Days after
receipt of such  material or such  shorter  period as the Parties  hereto may,
from  time to time,  agree  upon.  USAA  Life  shall  receive  all such  sales
literature  until such time as it appoints a designee by giving  notice to the
Trust in the manner required by Section 9 hereof.

      (d)   Neither  the  Trust  nor  any  of its  affiliates  will  give  any
information  or  make  any  representations  or  statements  on  behalf  of or
concerning USAA Life, the Separate Account, the Contracts,  the Life Insurance
Separate   Account  or  the  Policies  other  than  (i)  the   information  or
representations  contained  in  the  registration  statement,   including  the
Separate Account Prospectus contained therein,  relating to the Contracts,  as
such  registration  statement and Separate  Account  Prospectus may be amended
from time to time; or (ii) the information or representations contained in the
registration   statement,   including  the  Life  Insurance  Separate  Account
Prospectus contained therein,  relating to the Policies,  as such registration
statement and Life Insurance  Separate Account  Prospectus may be amended from
time to  time;  (iii) in  reports  or  voting  instruction  materials  for the
Separate  Account or the Life  Insurance  Separate  Account;  or (iv) in sales
literature  or  other  promotional  material  approved  by  USAA  Life  or its
affiliates, except with the express written permission of USAA Life.


                                      11

<PAGE>

                      SECTION 5. MIXED AND SHARED FUNDING

      5.1   GENERAL.

      The Trust represents and warrants that it has received an order from the
SEC exempting it from certain  provisions of the 1940 Act and rules thereunder
so that the Trust may be available for  investment by certain other  entities,
including,  without  limitation,   separate  accounts  funding  variable  life
insurance  contracts  ("Mixed  Funding")  and  separate  accounts of insurance
companies  unaffiliated  with  USAA  Life  ("Shared  Funding").   The  Parties
recognize  that the SEC has imposed terms and  conditions for such orders that
are  substantially  identical  to many of the  provisions  of this  Section 5.
Sections  5.2  through  5.8  below  shall  apply,  if and  only  if the  Trust
implements  Mixed or Shared  Funding,  pursuant to such an exemptive  order or
otherwise.

      5.2   DISINTERESTED TRUSTEES.

      The Trust agrees that its Board of Trustees  shall at all times  consist
of  trustees  a  majority  of  whom  (the  "Disinterested  Trustees")  are not
interested  persons of the Trust within the meaning of Section 2(a)(19) of the
1940 Act.

      5.3   MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS.

      The  Trust  agrees  that its  Board of  Trustees  will  monitor  for the
existence of any material irreconcilable conflict between the interests of the
participants in all separate  accounts of life insurance  companies  utilizing
the Trust,  including  the  Separate  Account.  USAA Life agrees to inform the
Board of Trustees of the Trust of the  existence of or any  potential  for any
such material  irreconcilable  conflict of which it is aware. The concept of a
"material irreconcilable conflict" is not defined by the 1940 Act or the rules
thereunder,  but the Parties  recognize  that such a conflict  may arise for a
variety of reasons, including, without limitation:

      (a)   an action by any state insurance or other regulatory authority;

      (b)   a  change  in  applicable  federal  or  state  insurance,  tax  or
            securities laws or regulations, or a public ruling, private letter
            ruling,  no-action or interpretative letter, or any similar action
            by insurance, tax or securities regulatory authorities;

      (c)   an administrative or judicial decision in any relevant proceeding;

      (d)   the manner in which the  investments  of any  Portfolio  are being
            managed;


                                      12

<PAGE>

      (e)   a  difference  in voting  instructions  given by variable  annuity
            contract and variable life insurance  contract  participants or by
            participants of different life insurance  companies  utilizing the
            Trust; or

      (f)   a decision  by a life  insurance  company  utilizing  the Trust to
            disregard the voting instructions of participants.

      Consistent  with the SEC's  requirements  in connection  with  exemptive
proceedings  of the type  referred to in Section  5.1  hereof,  USAA Life will
assist the Board of Trustees in carrying out its responsibilities by providing
the Board of Trustees with all information  reasonably necessary for the Board
of  Trustees to  consider  any issue  raised,  including  information  as to a
decision by USAA Life to disregard voting instructions of Participants.

      5.4   CONFLICT REMEDIES.

      (a)   It is agreed that if it is determined by a majority of the members
of the Board of Trustees or a majority of the  Disinterested  Trustees  that a
material  irreconcilable  conflict  exists,  USAA  Life  and  the  other  life
insurance  companies utilizing the Trust will, at their own expense and to the
extent   reasonably   practicable   (as   determined  by  a  majority  of  the
Disinterested  Trustees),  take  whatever  steps  are  necessary  to remedy or
eliminate the material irreconcilable  conflict,  which steps may include, but
are not limited to:

      (i)   withdrawing  the assets  allocable  to some or all of the separate
            accounts  from the Trust or any  Portfolio  and  reinvesting  such
            assets  in  a  different  investment  medium,   including  another
            Portfolio of the Trust,  or submitting  the question  whether such
            segregation  should  be  implemented  to a vote  of  all  affected
            participants  and, as  appropriate,  segregating the assets of any
            particular  group (E.G.,  annuity contract owners or participants,
            life  insurance   contract  owners  or  all  contract  owners  and
            participants of one or more life insurance companies utilizing the
            Trust) that votes in favor of such segregation, or offering to the
            affected contract owners or participants the option of making such
            a change; and

      (ii)  establishing  a new  registered  investment  company  of the  type
            defined as a "Management  Company" in Section 4(3) of the 1940 Act
            or a  new  separate  account  that  is  operated  as a  Management
            Company.

      (b)   If the material  irreconcilable  conflict  arises  because of USAA
Life's decision to disregard Participant voting instructions and that decision
represents a minority  position or would preclude a majority  vote,  USAA Life
may be required,  at the Trust's election,  to withdraw the Separate Account's
or Life Insurance  Separate  Account's  investment in the Trust.  No charge or
penalty will be imposed as a result of such  withdrawal.  Any such  withdrawal
must take place  within six months  after the Trust gives  notice to USAA Life


                                      13

<PAGE>

that  this  provision  is  being   implemented,   and  until  such  withdrawal
Distributor  and the Trust shall  continue to accept and  implement  orders by
USAA Life for the purchase and redemption of shares of the Trust.

      (c)   If a material  irreconcilable conflict arises because a particular
state insurance  regulator's  decision  applicable to USAA Life conflicts with
the  majority  of other state  regulators,  then USAA Life will  withdraw  the
Separate  Account's or Life  Insurance  Separate  Account's  investment in the
Trust within six months after the Trust's Board of Trustees  informs USAA Life
that  it  has   determined   that  such   decision   has  created  a  material
irreconcilable conflict, and until such withdrawal Distributor and Trust shall
continue  to accept and  implement  orders by USAA Life for the  purchase  and
redemption of shares of the Trust.

      (d)   USAA Life agrees that any remedial action taken by it in resolving
any material  irreconcilable  conflict  will be carried out at its expense and
with a view only to the interests of Participants.

      (e)   For purposes hereof, a majority of the Disinterested Trustees will
determine whether or not any proposed action adequately  remedies any material
irreconcilable  conflict.  In no event, however, will the Trust or Distributor
be required to establish a new funding  medium for any  Contracts or Policies.
USAA Life will not be required by the terms  hereof to establish a new funding
medium for any Contracts or Policies if an offer to do so has been declined by
vote of a  majority  of  Participants  materially  adversely  affected  by the
material irreconcilable conflict.

      5.5   NOTICE TO USAA LIFE.

      The Trust will  promptly make known in writing to USAA Life the Board of
Trustees'   determination  of  the  existence  of  a  material  irreconcilable
conflict,  a description  of the facts that give rise to such conflict and the
implications of such conflict.

      5.6   INFORMATION REQUESTED BY BOARD OF TRUSTEES.

      USAA Life and the Trust  will at least  annually  submit to the Board of
Trustees of the Trust such reports, materials or data as the Board of Trustees
may  reasonably  request so that the Board of Trustees may fully carry out the
obligations  imposed  upon it by the  provisions  hereof,  and  said  reports,
materials and data will be submitted at any reasonable time deemed appropriate
by the Board of  Trustees.  All  reports  received by the Board of Trustees of
potential or existing conflicts, and all Board of Trustees actions with regard
to determining the existence of a conflict, notifying life insurance companies
utilizing the Trust of a conflict, and determining whether any proposed action
adequately  remedies a conflict,  will be properly  recorded in the minutes of
the Board of Trustees or other appropriate  records, and such minutes or other
records will be made available to the SEC upon request.


                                      14

<PAGE>

      5.7   COMPLIANCE WITH SEC RULES.

      If,  at any time  during  which the Trust is  serving  as an  investment
medium for variable  life  insurance  policies,  1940 Act Rules 6e-3(T) or, if
applicable,  6e-2 are  amended or Rule 6e-3 is  adopted  to provide  exemptive
relief with respect to mixed and shared funding, the Trust agrees that it will
comply  with the  terms  and  conditions  thereof  and that the  terms of this
Section 5 shall be deemed modified if and only to the extent required in order
also to comply with the terms and conditions of such exemptive  relief that is
afforded by any of said rules that are applicable.

      5.8   REQUIREMENTS FOR OTHER INSURANCE COMPANIES.

      The Trust will require that each insurance  company  utilizing the Trust
enter into an agreement  with the Trust that  contains in  substance  the same
provisions  as are set  forth in  Sections  4.1(b),  4.1(d),  4.3(a),  4.4(b),
4.5(a), 5, 10 and 18(a) of this Agreement.

                            SECTION 6. TERMINATION

      6.1   EVENTS OF TERMINATION.

      Subject to Section 6.4 below,  this  Agreement  will  terminate  as to a
Portfolio:

      (a)   at the  option of USAA  Life,  Distributor  or the Trust  upon the
approval  by (x) a majority  of the  Disinterested  Trustees or (y) a majority
vote  of  the  shares  of  the  affected   Portfolio  that  are  held  in  the
corresponding  Fund Account of the Separate Account or Life Insurance Separate
Account  (pursuant to the procedures set forth in Section 10 of this Agreement
for  voting  Trust  shares  in  accordance  with  Participant   instructions);
provided,  however,  that the approvals described in clauses (x) and (y) above
shall not be required if (1) the  aggregate  account value under the Contracts
or Policies is less than $25 million,  respectively, at the date the notice of
termination  is delivered,  and (2) the notice of  termination is delivered no
earlier than the end of the 36th full calendar  month  following the date this
Agreement was amended; or

      (b)   at the option of the Trust upon institution of formal  proceedings
against USAA Life or its affiliates by the NASD, the SEC, any state  insurance
regulator or any other regulatory body regarding USAA Life's obligations under
this  Agreement  or  related to the sale of the  Contracts  or  Policies,  the
operation of the Separate Account or the Life Insurance  Separate Account,  or
the  purchase  of the Trust  shares,  if, in each case,  the Trust  reasonably
determines that such proceedings, or the facts on which such proceedings would


                                      15

<PAGE>

be based, have a material likelihood of imposing material adverse consequences
on the Portfolio with respect to which the Agreement is to be terminated; or

      (c)   at the option of USAA Life upon institution of formal  proceedings
against the Trust, Distributor,  or Adviser by the NASD, the SEC, or any state
insurance  regulator  or any other  regulatory  body  regarding  the  Trust's,
Distributor's or Adviser's  obligations under this Agreement or related to the
operation or management  of the Trust or the purchase of Trust shares,  if, in
each case, USAA Life reasonably determines that such proceedings, or the facts
on which  such  proceedings  would be based,  have a  material  likelihood  of
imposing  material  adverse  consequences  on USAA Life,  or the Fund Accounts
corresponding  to the  Portfolio  with respect to which the Agreement is to be
terminated; or

      (d)   at the option of any Party in the event  that (i) the  Portfolio's
shares are not registered  and, in all material  respects,  issued and sold in
accordance with any applicable state or federal law or (ii) such law precludes
the use of such shares as an underlying  investment medium of the Contracts or
Policies issued or to be issued by USAA Life; or

      (e)   upon termination of the corresponding Fund Accounts' investment in
the Portfolio pursuant to Section 5 hereof; or

      (f)   at the option of USAA Life if the Portfolio ceases to qualify as a
RIC under  Subchapter M of the Code or under successor or similar  provisions,
or if USAA Life reasonably believes that the Portfolio may fail to so qualify;

      (g)   at the option of USAA Life if the  Portfolio  fails to comply with
Section 817(h) of the Code or with successor or similar provisions, or if USAA
Life reasonably believes that the Portfolio may fail to so comply; or

      (h)   in the event of any change in the Portfolio's  investment  adviser
or investment  practices,  at the option of USAA Life if USAA Life  reasonably
believes that such change will materially  increase the risks incurred by USAA
Life or Participants; or

      (i)   at the option of any Party if the Contracts or Policies  issued by
USAA Life cease to qualify as annuity  contracts or life  insurance  policies,
respectively,  under  the  Code  (other  than  by  reason  of the  Portfolio's
noncompliance with Section 817(h) or Subchapter M of the Code) or if interests
in the Separate Account under the Contracts or in the Life Insurance  Separate
Account under the Policies are not registered  and, in all material  respects,
issued or sold in accordance with any applicable state or federal law.


                                      16

<PAGE>

      6.2   NOTICE REQUIREMENT FOR TERMINATION.

      No termination of this Agreement will be effective  unless and until the
Party terminating this Agreement gives prior written notice to the other Party
to this Agreement of its intent to terminate,  and such notice shall set forth
the basis for such termination. Furthermore,

      (a)   in the event that any  termination is based upon the provisions of
Section 6.1(a) or 6.1(e)  hereof,  such prior written notice shall be given at
least six months days in advance of the effective date of termination unless a
shorter time is agreed to by the Parties hereto;

      (b)   in the event that any  termination is based upon the provisions of
Section 6.1(b) or Section  6.1(c)  hereof,  such prior written notice shall be
given  at  least  ninety  (90)  days  in  advance  of the  effective  date  of
termination unless a shorter time is agreed to by the Parties hereto;

      (c)   in the event that any  termination is based upon the provisions of
Section  6.1(d),  Section 6.1(f),  Section  6.1(g),  Section 6.1(h) or Section
6.1(i)  hereof,  such prior written  notice shall be given as soon as possible
within  twenty-four (24) hours after the terminating Party learns of the event
causing termination to be required.

      6.3   PORTFOLIOS TO REMAIN AVAILABLE.

      Except (i) as necessary to implement Participant-initiated transactions,
(ii) as required by state  insurance  laws or  regulations,  (iii) as required
pursuant to Section 5 of this Agreement, or (iv) with respect to any Portfolio
as to which  this  Agreement  has  terminated,  USAA Life shall not (x) redeem
Trust shares  attributable  to the  Contracts or Policies (as opposed to Trust
shares attributable to USAA Life's assets held in the Separate Account or Life
Insurance  Separate  Account),  or (y) prevent  Participants  from  allocating
payments  to or  transferring  amounts  from a  Portfolio  that was  otherwise
available under the Contracts or Policies,  until, in either case, 90 calendar
days  after  USAA Life shall have  notified  the Trust or  Distributor  of its
intention to do so.

      6.4   SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS.

         All warranties and  indemnifications  will survive the termination of
this Agreement.

      6.5   CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES.

      If any Party  terminates  this  Agreement  with respect to any Portfolio
pursuant to Sections 6.1(b),  6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i)
hereof, this Agreement shall nevertheless  continue in effect as to any shares
of that Portfolio that are outstanding as of the date of such termination (the
"Initial  Termination Date"). This continuation shall extend to the earlier of
the date as of which the Separate  Account or Life Insurance  Separate Account
owns no shares of the  affected  Portfolio  or a date (the "Final  Termination
Date") six months  following the Initial  Termination  Date,  except that USAA


                                      17

<PAGE>

Life may,  by  written  notice to the other  Parties,  shorten  said six month
period in the case of a  termination  pursuant  to  Sections  6.1(d),  6.1(f),
6.1(g), 6.1(h) or 6.1(i).

      SECTION 7. PARTIES TO COOPERATE RESPECTING TERMINATION

      The other  Parties  hereto agree to cooperate  with and give  reasonable
assistance to USAA Life in taking all necessary and appropriate  steps for the
purpose of  ensuring  that the  Separate  Account or Life  insurance  Separate
Account owns no shares of a Portfolio  after the Final  Termination  Date with
respect thereto,  or, in the case of a termination pursuant to Section 6.1(a),
the termination  date specified in the notice of  termination.  Such steps may
include  combining  the affected  Fund  Account  with  another  Fund  Account,
substituting other mutual fund shares for those of the affected Portfolio,  or
otherwise  terminating  participation by the Contracts or the Policies in such
Portfolio.

                             SECTION 8. ASSIGNMENT

      This Agreement may not be assigned by any Party, except with the written
consent of each other Party.

                              SECTION 9. NOTICES

      Notices and  communications  required or  permitted  by Section 2 hereof
will be given by means  mutually  acceptable  to the Parties  concerned.  Each
other notice or communication  required or permitted by this Agreement will be
given to the  following  persons  at the  following  addresses  and  facsimile
numbers,  or such other persons,  addresses or facsimile  numbers as the Party
receiving such notices or communications may subsequently direct in writing:

                                      USAA Life Insurance Company
                                      9800 Fredericksburg Road
                                      San Antonio, TX 78288
                                      Attn: Dwain A. Akins, Esq.
                                      FAX: 210-498-0608


                                      18

<PAGE>

                                      The Alger American Fund
                                      75 Maiden Lane
                                      New York, NY  10038
                                      Attn: Gregory S. Duch
                                      FAX: 201-434-1459

                                      Fred Alger Management, Inc.
                                      75 Maiden Lane
                                      New York, NY  10038
                                      Attn: Gregory S. Duch
                                      FAX: 201-434-1459

                                      Fred Alger & Company, Incorporated
                                      30 Montgomery Street
                                      Jersey City, NJ 07302
                                      Attn: Gregory S. Duch
                                      FAX: 201-434-1459

                         SECTION 10. VOTING PROCEDURES

      Subject to the cost allocation procedures set forth in Section 3 hereof,
USAA  Life  will  distribute  all  proxy  material  furnished  by the Trust to
Participants  and will vote  Trust  shares  in  accordance  with  instructions
received from Participants.  USAA Life will vote Trust shares that are (a) not
attributable  to Participants or (b)  attributable  to  Participants,  but for
which no  instructions  have been  received,  in the same  proportion as Trust
shares for which said instructions have been received from Participants.  USAA
Life agrees that, with respect to the Policies,  it will disregard Participant
voting instructions only to the extent it would be permitted to do so pursuant
to Rule  6e-3(T)(b)(15)(iii)  under  the 1940 Act. USAA Life agrees that, with
respect to the Contracts,  it will disregard  Participant voting  instructions
only  to  the  extent  it  would  be  permitted  to do  so  pursuant  to  Rule
6e-3(T)(b)(15)(iii)  under  the  1940  if the  Contracts  were  variable  life
insurance  policies subject to that rule. Other  participating  life insurance
companies  utilizing  the Trust will be  responsible  for  calculating  voting
privileges  in a manner  consistent  with that of USAA Life,  as prescribed by
this Section 10.


                                      19

<PAGE>

                        SECTION 11. FOREIGN TAX CREDITS

      The Trust  agrees to consult in advance  with USAA Life  concerning  any
decision to elect or not to elect  pursuant to Section 853 of the Code to pass
through the benefit of any foreign tax credits to its shareholders.

                          SECTION 12. INDEMNIFICATION

      12.1  OF TRUST, DISTRIBUTOR AND ADVISER BY USAA LIFE.

      (a)   Except to the extent  provided  in Sections  12.1(b) and  12.1(c),
below, USAA Life agrees to indemnify and hold harmless the Trust,  Distributor
and Adviser, each of their trustees,  directors and officers, and each person,
if any, who controls the Trust,  Distributor  or Adviser within the meaning of
Section  15 of the 1933  Act  (collectively,  the  "Indemnified  Parties"  for
purposes of this Section  12.1) against any and all losses,  claims,  damages,
liabilities  (including amounts paid in settlement with the written consent of
USAA Life) or actions in respect thereof (including, to the extent reasonable,
legal and other expenses), to which the Indemnified Parties may become subject
under any statute,  regulation,  at common law or  otherwise,  insofar as such
losses,  claims,  damages,  liabilities  or actions are related to the sale or
acquisition of the Trust's shares and:

      (i)   arise out of or are based  upon any  untrue  statement  or alleged
            untrue  statement of any material  fact  contained in the Separate
            Account's  or the  Life  Insurance  Separate  Account's  1933  Act
            registration statement, the Separate Account Prospectus,  the Life
            Insurance Separate Account Prospectus, the Contracts, the Policies
            or  sales  literature  or  advertising  for the  Contracts  or the
            Policies (or any amendment or supplement to any of the foregoing),
            or arise  out of or are based  upon the  omission  or the  alleged
            omission to state  therein a material  fact  required to be stated
            therein  or   necessary  to  make  the   statements   therein  not
            misleading;  provided that this  agreement to indemnify  shall not
            apply as to any Indemnified Party if such statement or omission or
            such alleged  statement or omission was made in reliance  upon and
            in  conformity  with  information  furnished  to USAA  Life or its
            affiliates  by or on behalf of the Trust,  Distributor  or Adviser
            for use in the Separate  Account's or the Life Insurance  Separate
            Account's 1933 Act  registration  statement,  the Separate Account
            Prospectus,  the Life Insurance Separate Account  Prospectus,  the
            Contracts,  the Policies,  or sales  literature or advertising (or
            any amendment or supplement to any of the foregoing); or

      (ii)  arise  out  of  or  as  a  result  of  any  other   statements  or
            representations   (other  than   statements   or   representations
            contained in the Trust's 1933 Act  registration  statement,  Trust


                                      20

<PAGE>

            Prospectus,  sales  literature or advertising of the Trust, or any
            amendment or supplement to any of the foregoing,  not supplied for
            use therein by or on behalf of USAA Life or its affiliates) or the
            negligent,  illegal  or  fraudulent  conduct  of USAA  Life or its
            affiliates  or persons  under their  control  (including,  without
            limitation, their employees and "Associated Persons," as that term
            is defined in paragraph  (m) of Article I of the NASD's  By-Laws),
            in connection with the sale or distribution of the Contracts; or

      (iii) arise out of or are based  upon any  untrue  statement  or alleged
            untrue  statement  of any material  fact  contained in the Trust's
            1933  Act  registration   statement,   Trust   Prospectus,   sales
            literature  or  advertising  of the  Trust,  or any  amendment  or
            supplement  to any of the  foregoing,  or the  omission or alleged
            omission to state  therein a material  fact  required to be stated
            therein or necessary to make the statements therein not misleading
            if such a statement or omission  was made in reliance  upon and in
            conformity  with  information  furnished to the Trust,  Adviser or
            Distributor by or on behalf of USAA Life or its affiliates for use
            in the Trust's 1933 Act registration statement,  Trust Prospectus,
            sales  literature or advertising of the Trust, or any amendment or
            supplement to any of the foregoing; or

      (iv)  arise as a result  of any  failure  by USAA  Life to  perform  the
            obligations,  provide  the  services  and  furnish  the  materials
            required  of  them  under  the  terms  of this  Agreement,  or any
            material breach of any representation and/or warranty made by USAA
            Life in this  Agreement  or arise out of or result  from any other
            material breach of this Agreement by USAA Life; or

      (v)   arise as a result of failure by the  Contracts or Policies  issued
            by USAA Life to  qualify as annuity  contracts  or life  insurance
            policies,  respectively,  under the Code, otherwise than by reason
            of any Portfolio's  failure to comply with Subchapter M or Section
            817(h) of the Code.

      (b)   USAA Life shall not be liable under this Section 12.1 with respect
to any losses, claims, damages, liabilities or actions to which an Indemnified
Party would otherwise be subject by reason of willful misfeasance,  bad faith,
or gross negligence in the performance by that Indemnified Party of its duties
or by reason of that Indemnified  Party's reckless disregard of obligations or
duties (i) under this Agreement or (ii) to Distributor or to the Trust.

      (c)   USAA Life shall not be liable under this Section 12.1 with respect
to any action  against an Indemnified  Party unless the Trust,  Distributor or
Adviser  shall have  notified  USAA Life in writing  within a reasonable  time
after the summons or other  first  legal  process  giving  information  of the
nature of the action  shall have been served upon such  Indemnified  Party (or
after such Indemnified Party shall have received notice of such service on any
designated  agent),  but failure to notify USAA Life of any such action  shall
not relieve USAA Life from any liability  which it may have to the Indemnified
Party  against whom such action is brought  otherwise  than on account of this


                                      21

<PAGE>

Section 12.1. In case any such action is brought against an Indemnified Party,
USAA Life shall be entitled to participate, at its own expense, in the defense
of such  action.  USAA Life also  shall be  entitled  to  assume  the  defense
thereof,  with counsel approved by the Indemnified  Party named in the action,
which approval shall not be unreasonably withheld. After notice from USAA Life
to such  Indemnified  Party of USAA  Life's  election  to assume  the  defense
thereof,  the Indemnified  Party will cooperate fully with USAA Life and shall
bear the fees and expenses of any additional  counsel retained by it, and USAA
Life will not be liable to such Indemnified Party under this Agreement for any
legal  or other  expenses  subsequently  incurred  by such  Indemnified  Party
independently  in connection with the defense  thereof,  other than reasonable
costs of investigation.

      12.2  OF USAA LIFE BY DISTRIBUTOR AND ADVISER.

      (a)   Except to the extent  provided  in Sections  12.2(d) and  12.2(e),
below,  Distributor and Adviser agree to indemnify and hold harmless USAA Life
and its affiliates,  each of their directors and officers, and each person, if
any, who controls USAA Life or iTs affiliates within the meaning of Section 15
of the 1933 Act (collectively,  the "Indemnified Parties" for purposes of this
Section  12.2)  against  any  and all  losses,  claims,  damages,  liabilities
(including  amounts paid in settlement with the written consent of Distributor
and/or  Adviser)  or  actions  in respect  thereof  (including,  to the extent
reasonable,  legal and other  expenses) to which the  Indemnified  Parties may
become subject under any statute, at common law or otherwise,  insofar as such
losses,  claims,  damages,  liabilities  or actions are related to the sale or
acquisition of the Trust's shares and:

      (i)   arise out of or are based  upon any  untrue  statement  or alleged
            untrue  statement  of any material  fact  contained in the Trust's
            1933  Act  registration  statement,   Trust  Prospectus  or  sales
            literature  or  advertising  of the  Trust  (or any  amendment  or
            supplement to any of the foregoing),  or arise out of or are based
            upon the  omission  or the  alleged  omission  to state  therein a
            material fact  required to be stated  therein or necessary to make
            the  statements   therein  not  misleading;   provided  that  this
            agreement to indemnify shall not apply as to any Indemnified Party
            if such  statement  or  omission  or  such  alleged  statement  or
            omission  was  made  in  reliance  upon  and  in  conformity  with
            information furnished to the Trust Distributor or Adviser by or on
            behalf of USAA Life or its  affiliates for use in the Trust's 1933
            Act  registration  statement,   Trust  Prospectus,   or  in  sales
            literature or  advertising  (or any amendment or supplement to any
            of the foregoing); or

      (ii)  arise  out  of  or  as  a  result  of  any  other   statements  or
            representations   (other  than   statements   or   representations
            contained in the Separate  Account's  or Life  Insurance  Separate
            Account's  1933  Act  registration  statement,   Separate  Account
            Prospectus,  Life Insurance  Separate  Account  Prospectus,  sales
            literature or  advertising  for the Contracts or Policies,  or any
            amendment or supplement to any of the foregoing,  not supplied for
            use therein by or on behalf of the Trust,  Distributor or Adviser)
            or the  negligent,  illegal  or  fraudulent  conduct of the Trust,
            Distributor,  Adviser or persons under their  control  (including,


                                      22

<PAGE>

            without limitation,  their employees and Associated  Persons),  in
            connection with the sale or distribution of Trust shares; or

      (iii) arise out of or are based  upon any  untrue  statement  or alleged
            untrue  statement of any material  fact  contained in the Separate
            Account's  or  Life   Insurance   Separate   Account's   1933  Act
            registration   statement,   Separate  Account   Prospectus,   Life
            Insurance  Separate  Account   Prospectus,   sales  literature  or
            advertising  covering the Contracts or Policies,  or any amendment
            or supplement to any of the foregoing,  or the omission or alleged
            omission to state  therein a material  fact  required to be stated
            therein  or   necessary  to  make  the   statements   therein  not
            misleading,  if such  statement  or omission  was made in reliance
            upon and in conformity with information  furnished to USAA Life or
            its  affiliates  by or on  behalf  of the  Trust,  Distributor  or
            Adviser  for  use in the  Separate  Account's  or  Life  Insurance
            Separate  Account's  1933  Act  registration  statement,  Separate
            Account  Prospectus,  Life Insurance Separate Account  Prospectus,
            sales   literature  or  advertising   covering  the  Contracts  or
            Policies,  or any amendment or supplement to any of the foregoing;
            or

      (iv)  arise as a result of any  failure  by the  Trust,  Distributor  or
            Adviser to perform  the  obligations,  provide  the  services  and
            furnish  the  materials  required  of them under the terms of this
            Agreement,  or any material  breach of any  representation  and/or
            warranty  made  by the  Trust,  Distributor,  or  Adviser  in this
            Agreement or arise out of or result from any other material breach
            of this Agreement by the Trust, Distributor, or Adviser.

      (b)   Except to the extent  provided  in  Sections  12.2(d)  and 12.2(e)
hereof,  Distributor  and Adviser  agree to  indemnify  and hold  harmless the
Indemnified  Parties  from and against any and all  losses,  claims,  damages,
liabilities  (including amounts paid in settlement thereof with, except as set
forth in Section  12.2(c) below,  the written  consent of  Distributor  and/or
Adviser) or actions in respect thereof  (including,  to the extent reasonable,
legal and other expenses) to which the Indemnified  Parties may become subject
directly or indirectly under any statute, at common law or otherwise,  insofar
as such losses, claims, damages, liabilities or actions directly or indirectly
result  from or arise out of the  failure  of any  Portfolio  to  operate as a
regulated  investment  company in compliance with (i) Subchapter M of the Code
and regulations  thereunder or (ii) Section 817(h) of the Code and regulations
thereunder,  including,  without  limitation,  any  income  taxes and  related
penalties,  rescission charges,  liability under state law to Contract owners,
Policy owners or  Participants  asserting  liability  against USAA Life or its
affiliates pursuant to the Contracts or Policies,  the costs of any ruling and
closing  agreement or other settlement with the Internal Revenue Service,  and
the cost of any  substitution  by USAA Life of shares  of  another  investment
company  or  portfolio  for those of any  adversely  affected  Portfolio  as a
funding  medium for the Separate  Account or Life Insurance  Separate  Account
that USAA Life  reasonably  deems  necessary or appropriate as a result of the
noncompliance.


                                      23

<PAGE>

      (c)   The written consent of Distributor  and/or Adviser  referred to in
Section  12.2(b)  above shall not be required  with respect to amounts paid in
connection with any ruling and closing  agreement or other settlement with the
Internal Revenue Service.

      (d)   Distributor  and Adviser  shall not be liable  under this  Section
12.2 with respect to any losses,  claims,  damages,  liabilities or actions to
which an  Indemnified  Party would  otherwise  be subject by reason of willful
misfeasance,  bad  faith,  or  gross  negligence  in the  performance  by that
Indemnified  Party of its  duties  or by reason  of such  Indemnified  Party's
reckless  disregard of its  obligations and duties (i) under this Agreement or
(ii) to USAA Life, the Separate Account,  the Life Insurance  Separate Account
or Participants.

      (e)   Distributor  and Adviser  shall not be liable  under this  Section
12.2 with respect to any action against an Indemnified  Party unless USAA Life
or its affiliates  shall have notified  Distributor  and/or Adviser in writing
within a reasonable time after the summons or other first legal process giving
information  of the nature of the  action  shall  have been  served  upon such
Indemnified  Party (or after such Indemnified Party shall have received notice
of such service on any designated  agent),  but failure to notify  Distributor
and/or  Adviser of any such action  shall not relieve  Distributor  or Adviser
from any  liability  which it may have to the  Indemnified  Party against whom
such action is brought otherwise than on account of this Section 12.2. In case
any such action is brought against an Indemnified  Party,  Distributor  and/or
Adviser will be entitled to participate, at its own expense, in the defense of
such action.  Distributor  and/or Adviser also shall be entitled to assume the
defense thereof (which shall include,  without limitation,  the conduct of any
ruling request and closing  agreement or other settlement  proceeding with the
Internal  Revenue  Service),  with counsel  approved by the Indemnified  Party
named in the action, which approval shall not be unreasonably withheld.  After
notice from Distributor or Adviser to such Indemnified Party of Distributor or
Adviser's  election to assume the defense thereof,  the Indemnified Party will
cooperate  fully  with  Distributor  or  Adviser  and shall  bear the fees and
expenses of any additional  counsel retained by it, and Distributor or Adviser
will not be liable to such  Indemnified  Party  under this  Agreement  for any
legal  or other  expenses  subsequently  incurred  by such  Indemnified  Party
independently  in connection with the defense  thereof,  other than reasonable
costs of investigation.

      12.3  EFFECT OF NOTICE.

      Any  notice  given by the  indemnifying  Party to an  Indemnified  Party
referred to in Section 12.1(c) or 12.2(e) above of participation in or control
of any  action by the  indemnifying  Party will in no event be deemed to be an
admission   by  the   indemnifying   Party  of   liability,   culpability   or
responsibility,  and the  indemnifying  Party  will  remain  free  to  contest
liability with respect to the claim among the Parties or otherwise.


                                      24

<PAGE>

                          SECTION 13. APPLICABLE LAW

      This Agreement will be construed and the provisions  hereof  interpreted
under and in  accordance  with Texas  law,  without  regard  for that  state's
principles of conflict of laws.

                     SECTION 14. EXECUTION IN COUNTERPARTS

      This   Agreement  may  be  executed   simultaneously   in  two  or  more
counterparts,  each of which taken  together will  constitute one and the same
instrument.

                           SECTION 15. SEVERABILITY

      If any  provision  of this  Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not
be affected thereby.

                         SECTION 16. RIGHTS CUMULATIVE

      The rights,  remedies and  obligations  contained in this  Agreement are
cumulative  and  are  in  addition  to  any  and  all  rights,   remedies  and
obligations,  at law or in equity,  that the  Parties  are  entitled  to under
federal and state laws.

               SECTION 17. RESTRICTIONS ON SALES OF TRUST SHARES

      USAA Life agrees that the Trust will be permitted  (subject to the other
terms of this Agreement) to make its shares available to separate  accounts of
other life insurance  companies and such other entities as may be permitted by
Section  817(h)  of the  Code,  the  regulations  hereunder,  or  judicial  or
administrative  interpretations thereof. The Trust,  Distributor,  and Adviser
agree  to make  available  to USAA  Life  and its  affiliates,  to the  extent
permitted by applicable  law and consistent  with the fiduciary  duties of the
Trustees of the Trust,  any  arrangement  for  utilization of a Portfolio that
involves a Rule 12b-1 plan adopted by the Trust.


                                      25

<PAGE>

                        SECTION 18. SCOPE OF LIABILITY

      (a)   It is understood  and expressly  agreed that the  obligations  and
liabilities  of the  Trust  hereunder  will  not be  binding  upon  any of the
trustees, shareholders,  nominees, officers, agents or employees of the Trust,
as provided in its  Declaration  of Trust.  The execution and delivery of this
Agreement have been authorized by the Board of Trustees and this Agreement has
been signed by an authorized officer of the Trust, acting as such, and neither
such authorization by the Board of Trustees nor such execution and delivery by
such  officer  will  be  deemed  to  have  been  made  by any of the  Trustees
individually  or to impose any liability on any of them  personally,  but will
bind only the assets and property of the Trust, as provided in its Declaration
of Trust.

      (b)   The  obligations  assumed by Adviser  and  Distributor  under this
Agreement shall be binding on them  notwithstanding any provision in any other
agreement  or  instrument  that limits their  liability to Trust  shareholders
generally.

                             SECTION 19. HEADINGS

      The  Table of  Contents  and  headings  used in this  Agreement  are for
purposes  of  reference  only and shall not limit or define the meaning of the
provisions of this Agreement.


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

      IN WITNESS  WHEREOF,  the  Parties  have  caused  this  Agreement  to be
executed  in their  names  and on  their  behalf  by and  through  their  duly
authorized officers signing below.

                                      USAA LIFE INSURANCE COMPANY

                                      By  /s/ EDWIN L. ROSANE
                                          -------------------
                                      Title  President


                                      26

<PAGE>

                                      THE ALGER AMERICAN FUND

                                      By  /s/ GREGORY S. DUCH
                                          -------------------
                                      Title  Treasure

                                      FRED ALGER MANAGEMENT, INC.

                                      By  /s/ GREGORY S. DUCH
                                          -------------------
                                      Title  Executive Vice President

                                      FRED ALGER & COMPANY, INCORPORATED

                                      By  /s/ GREGORY S. DUCH
                                          -------------------
                                      Title  Executive Vice President


                                      27

<PAGE>

                                  SCHEDULE A

                              LIST OF PORTFOLIOS


      Alger American Growth Portfolio


                                      28


                                                          EXHIBIT 1.(8)(e)(ii)

                     AMENDED EXPENSE ALLOCATION AGREEMENT

      This Agreement is made as of the 16th day of December, 1994, and amended
as of the 16th day of March, 1998, by and between USAA Life Insurance Company,
a Texas  corporation  ("USAA  Life"),  Fred Alger & Company,  Incorporated,  a
Delaware corporation  ("Distributor"),  and Fred Alger Management, Inc., a New
York corporation ("Adviser") (collectively, the "Parties").


                             W I T N E S S E T H:


      WHEREAS, the Distributor and Adviser serve as the principal  underwriter
and investment adviser, as amended,  respectively, of The Alger American Fund,
a Massachusetts  business trust  ("Trust"),  which  currently  consists of six
separate series (each, a "Portfolio"); and

      WHEREAS,  USAA Life has entered into an agreement,  dated December 16th,
1994, with the Trust,  Distributor,  and Adviser,  as amended  ("Participation
Agreement"),  pursuant to which the Trust and Distributor  will make shares of
each  Portfolio  listed from time to time on Schedule A thereto  available  to
USAA Life at net asset value and with no sales  charges,  subject to the terms
of the Participation Agreement; and

      WHEREAS,  the Participation  Agreement provides that the Trust will bear
the costs of preparing, filing with the Securities and Exchange Commission and
setting  for  printing  the  Trust's   prospectus,   statement  of  additional
information  and any amendments or supplements  thereto,  periodic  reports to
shareholders,  Trust  proxy  material  and  other  shareholder  communications
(collectively,  the "Trust  Materials"),  and that the Trust will provide USAA
Life with camera  ready  copies of all Trust  Materials  required by law to be
sent to owners of Contracts  ("Contract owners") or Policies ("Policy owners")
who have allocated any Contract or Policy value to a Portfolio; and

      WHEREAS, the Participation Agreement provides that USAA Life shall print
in  quantity  and  deliver to  existing  Contract  or Policy  owners the Trust
Materials,  and that the costs of  printing  in  quantity  and  delivering  to
existing  Contract owners such Trust Materials will be allocated  between USAA
Life or its affiliates and the Trust or its affiliates as they shall determine
by separate agreement; and

      WHEREAS,  the  Participation  Agreement  provides  that the  expenses of
distributing  a  Portfolio's  shares and the Contracts and the Polices will be
allocated  between  USAA  Life,  or  its  affiliates  and  the  Trust,  or its
affiliates, as they shall determine by separate agreement; and


<PAGE>

      WHEREAS,  USAA  Life  will  incur  various  administrative  expenses  in
connection  with the servicing of Contract or Policy owners who have allocated
Contract  or Policy  value to a  Portfolio,  including,  but not  limited  to,
responding  to  various  Contract  or  Policy  owner  inquiries   regarding  a
Portfolio; and

      WHEREAS,  the Parties  hereto wish to allocate  the expenses in a manner
that is fair and equitable, and consistent with the best interests of Contract
and Policy owners; and

      WHEREAS, the Parties hereto wish to establish a means for allocating the
expenses  that does not entail the expense  and  inconvenience  of  separately
identifying and accounting for each item of Trust expense;

      NOW  THEREFORE  in  consideration  of the mutual  benefits  and promises
contained herein, the Parties hereto agree as follows:


      1.    EXPENSE ALLOCATIONS.

      1.1.  TRUST MATERIALS.

      (a)   Subject to  Section 2 hereof,  USAA Life or its  affiliates  shall
initially  bear the costs of printing in quantity and  distributing  all Trust
Materials  required by law to be  distributed  to existing  Contract or Policy
owners who have allocated Contract or Policy value to a Portfolio.

      (b)   Subject to  Section 2 hereof,  USAA Life or its  affiliates  shall
initially  bear the  costs of  printing  in  quantity  and  mailing  all Trust
Materials to prospective Contract or Policy owners.


      1.2.  SALES MATERIALS.

      (a)   The  Distributor  and  Adviser,   as  they  may  allocate  between
themselves,  shall bear the costs of preparing  all sales  literature or other
promotional  material relating to each Portfolio  (collectively,  "Trust Sales
Materials").

      (b)   Subject to  Section 2 hereof,  USAA Life or its  affiliates  shall
initially  bear the costs of printing in quantity  all Trust Sales  Materials,
and  preparing  and  printing  in  quantity  all  sales  literature  or  other
promotional  material  relating to the  Contracts  or Policies  (collectively,
"USAA Sales Materials").


                                      2

<PAGE>

      (c)   Subject to  Section 2 hereof,  USAA Life or its  affiliates  shall
initially  bear the costs of  mailing  all Trust and USAA Sales  Materials  to
prospective Contract or Policy owners.

      1.3.  CONTRACT OWNER SERVICING.

      Subject to Section 2 hereof, USAA Life or its affiliates shall initially
bear all costs of  servicing  Contract  or Policy  owners  who have  allocated
Contract or Policy value to a Portfolio, which servicing shall include, but is
not limited to,  responding to various  Contract owner  inquiries  regarding a
Portfolio.

      2.    PAYMENT OF EXPENSES.

      (a)   The  Distributor  and  Adviser,   as  they  may  allocate  between
themselves,  shall pay to USAA Life a quarterly  fee equal to a percentage  of
the average  daily net assets of the Portfolio  attributable  to Contracts and
Policies,  at the  annual  rate of .10%  (hereinafter,  "Quarterly  Fee"),  in
connection with the expenses  incurred by USAA Life under Section 1.1, Section
1.2 and Section 1.3 hereof. The payment of the Quarterly Fee shall commence at
the end of the first  calendar  quarter in which  Contract or Policy value has
been allocated to a Portfolio.

      (b)   From time to time,  the Parties  hereto shall review the Quarterly
Fee  to  determine  whether  it  reasonably   approximates  the  incurred  and
anticipated  costs,  over  time,  of USAA Life in  connection  with its duties
hereunder.  The  Parties  agree to  negotiate  in good faith any change to the
Quarterly Fee proposed by a Party in good faith.

      3.    TERM OF AGREEMENT.

      This  Agreement  shall  continue in effect for so long as the Adviser or
its successor(s) in interest,  or any affiliate thereof,  continues to perform
in a similar capacity for the Trust, and for so long as any Contract or Policy
value or any monies attributable to USAA Life is allocated to a Portfolio.

      4.    NOTICES.

      Notices and communications required or permitted hereby will be given to
the following  persons at the following  addresses and facsimile  numbers,  or
such other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:


                                      3

<PAGE>

                  USAA Life Insurance Company
                  9800 Fredericksburg Road
                  San Antonio, TX 78288
                  Attn: Dwain A. Akins, Esq.
                  FAX: 210-498-0608

                  Fred Alger Management, Inc.
                  75 Maiden Lane
                  New York, NY 10038
                  Attn: Gregory S. Duch
                  FAX: 202-434-1459

                  Fred Alger & Company, Incorporated
                  75 Maiden Lane
                  New York, NY 10038
                  Attn: Gregory S. Duch
                  FAX: 201-434-1459


      5.    APPLICABLE LAW.

      Except insofar as the 1940 Act or other federal laws and regulations may
be  controlling,  this Agreement  will be construed and the provisions  hereof
interpreted  under and in accordance  with Texas law,  without regard for that
state's principles of conflict of laws.


      6.    EXECUTION IN COUNTERPARTS.

      This   Agreement  may  be  executed   simultaneously   in  two  or  more
counterparts,  each of which taken  together will  constitute one and the same
instrument.


      7.    SEVERABILITY.

      If any  provision  of this  Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not
be affected thereby.


                                      4

<PAGE>

      8.    RIGHTS CUMULATIVE.

      The rights,  remedies and  obligations  contained in this  Agreement are
cumulative  and  are  in  addition  to  any  and  all  rights,   remedies  and
obligations,  at law or in equity,  that the  Parties  are  entitled  to under
federal and state laws.


      9.    HEADINGS.

      The headings used in this  Agreement are for purposes of reference  only
and shall not limit or define the meaning of the provisions of this Agreement.


      IN WITNESS  WHEREOF,  the  Parties  have  caused  this  Agreement  to be
executed  in their  names  and on  their  behalf  by and  through  their  duly
authorized officers signing below.

                                      USAA LIFE INSURANCE COMPANY

                                      By    /s/ EDWIN L. ROSANE
                                            -------------------
                                      Title President

                                      FRED ALGER MANAGEMENT, INC.

                                      By    /s/ GREGORY S. DUCH
                                            -------------------
                                      Title Executive Vice President

                                      FRED ALGER & COMPANY, INCORPORATED

                                      By    /s/ GREGORY S. DUCH
                                            -------------------
                                      Title Executive Vice President



                                                           EXHIBIT 1.(8)(f)(i)

                         FUND PARTICIPATION AGREEMENT


      THIS AGREEMENT  ("Agreement") made as of the 30th day of April, 1998, by
and among BT Insurance Funds Trust ("TRUST"),  a Massachusetts business trust,
Bankers Trust Company ("ADVISER"),  a New York banking  corporation,  and USAA
Life Insurance  Company ("LIFE  COMPANY"),  a life insurance company organized
under the laws of the State of Texas (collectively, the "Parties").

      WHEREAS, TRUST is registered with the Securities and Exchange Commission
("SEC") under the Investment  Company Act of 1940, as amended (the "'40 Act"),
as an open-end diversified management investment company; and

      WHEREAS,  TRUST is comprised of several  series funds (each a "Series"),
each of whose  shares are  registered  under the  Securities  Act of 1933,  as
amended (" '33 Act"); and

      WHEREAS,  TRUST was organized to act as the funding  vehicle for certain
variable  life  insurance   and/or  variable  annuity   contracts   ("Variable
Contracts")  offered by life  insurance  companies  ("Participating  Insurance
Companies") through their separate accounts; and

      WHEREAS,  TRUST may also offer its shares to certain  qualified  pension
and retirement plans ("Qualified Plans"); and

      WHEREAS, TRUST has received an order from the SEC granting Participating
Insurance Companies and their separate accounts exemptions from the provisions
of Sections 9(a), 13(a), 15(a) and 15(b) of the '40 Act, and Rules 6e-2(b)(15)
and  6e-3(T)(b)(1-5)  thereunder,  to the extent necessary to permit shares of
the Series of the TRUST to be sold to and held by  separate  accounts  of both
affiliated and unaffiliated  Participating  Insurance  Companies and Qualified
Plans ("Exemptive Order"); and

      WHEREAS,  LIFE COMPANY has  established  or will  establish  one or more
separate  accounts  listed  on  Appendix  A  hereto  (collectively,  "Separate
Accounts")  to offer  certain  Variable  Contracts  issued by LIFE COMPANY and
funded by the  Separate  Accounts  listed on Appendix A hereto  (collectively,
"Contracts")  and is desirous of having the Series listed on Appendix B hereto
(each, a "Portfolio")  serve as underlying funding vehicles for the Contracts;
and

      WHEREAS,  ADVISER is a "bank" as defined in the Investment  Advisers Act
of 1940,  as amended  (the  "Advisers  Act") and as such is excluded  from the
definition  of  "Investment  Adviser"  and is not  required  to register as an
investment adviser pursuant to the Advisers Act; and


                                      1

<PAGE>

      WHEREAS, ADVISER serves as the TRUST's investment adviser; and

      WHEREAS,  First Data Distributors,  Inc.  ("DISTRIBUTOR")  serves as the
Trust's principal underwriter of the Trust's shares; and

      WHEREAS,  to the  extent  permitted  by  applicable  insurance  laws and
regulations, LIFE COMPANY intends to purchase shares of Portfolios to fund the
Contracts  and TRUST is authorized to sell such shares to LIFE COMPANY at such
shares' net asset value;

      NOW, THEREFORE, in consideration of their mutual promises, LIFE COMPANY,
TRUST, and ADVISER agree as follows:

                        Article I. SALE OF TRUST SHARES

      1.1   TRUST agrees to make available to the Separate  Accounts shares of
each Portfolio  ("Shares") for purchase and redemption at net asset value, and
with no sales charges,  subject to the terms and conditions of this Agreement.
The  Parties may agree,  from time to time,  to amend  Appendicies  A and/or B
hereto  ("Appendix A" and "Appendix B,"  respectively)  to reflect  additions,
deletions,  and other  changes to the  Separate  Accounts,  Contracts,  and/or
Portfolios.  Upon such amendment,  references to Separate  Account,  Contract,
Portfolio,  Trust or  Shares  shall  be read  consistently  with  the  changes
effected by that amendment, unless otherwise specifically provided.

      1.2   TRUST  agrees to  execute  orders to  purchase  Shares  ("Purchase
orders") that correspond to Contract owner  transaction  requests  received by
LIFE COMPANY  ("requests" or "Contract  owner  requests") on each Business Day
using the net  asset  value per Share  next  computed  after the LIFE  COMPANY
receives the requests.  The Parties agree that, unless otherwise  specified in
writing by TRUST,  the  computation  of each  Portfolio's  net asset value per
Share will occur as of 4:00 p.m. New York time each Business Day. For purposes
of this  Agreement,  "Business  Day"  shall mean any day on which the New York
Stock Exchange is open for trading and on which TRUST calculates its net asset
value pursuant to the rules of the SEC.

      1.3   TRUST  agrees to  execute  orders to  redeem  Shares  ("Redemption
orders") that correspond to Contract owner requests on each Business Day using
the net asset value per Share next  computed  after the LIFE COMPANY  receives
the  requests.  Redemption  orders  that do not  relate  to  requests  will be
executed  using the net asset value per Share next  computed  after receipt by
TRUST of such orders.

      1.4   TRUST shall furnish, on or before each ex-dividend date, notice to
LIFE COMPANY of any income dividends or capital gain distributions  payable on
the Shares of any  Portfolio.  LIFE COMPANY  hereby elects to receive all such
income  dividends  and  capital  gain   distributions  as  are  payable  on  a
Portfolio's  Shares in additional Shares of the Portfolio.  TRUST shall notify
LIFE  COMPANY or its  designee of the number of Shares so issued as payment of
such dividends and distributions.


                                      2

<PAGE>

      1.5   TRUST shall make the net asset value per Share for the  Portfolios
available to LIFE COMPANY on a daily basis as soon as  reasonably  practicable
after the net  asset  value  per  Share is  calculated  but shall use its best
efforts to make such net asset value  available by 6:30 p.m. New York time. If
TRUST provides LIFE COMPANY with  materially  incorrect  Share net asset value
information  through no fault of LIFE  COMPANY,  LIFE COMPANY on behalf of the
Separate Accounts,  shall be entitled to an adjustment to the number of Shares
purchased  or  redeemed  to reflect the  correct  Share net asset  value.  Any
material error in the  calculation  of net asset value per Share,  dividend or
capital gain information shall be reported promptly by TRUST upon discovery to
LIFE COMPANY.

      1.6   LIFE  COMPANY  shall be the  designee  of  TRUST  for  receipt  of
Purchase orders and Redemption orders from the designated  Separate Account to
purchase or redeem Shares that correspond to Contract owner  transactions.  At
the end of each Business Day, LIFE COMPANY shall use the information described
in Section 1.5 to calculate  Separate  Account unit values for that Day. Using
these unit  values,  LIFE  COMPANY  shall  process  each such  Business  Day's
Contract owner transactions based on requests received by the close of trading
on the floor of the New York  Stock  Exchange  (currently  4:00 P.M.  New York
time) to determine the net dollar amount of Shares which shall be purchased or
redeemed at that Day's  closing net asset value per Share.  LIFE COMPANY shall
net all Purchase  and  Redemption  orders,  and shall submit a net order ("Net
Order") to TRUST by 9:30 a.m. New York time on the Business Day next following
LIFE  COMPANY's  receipt  of such  requests  in  accordance  with the terms of
Sections  1.2 and 1.3 hereof;  provided,  however,  that TRUST  shall  provide
additional  time to LIFE COMPANY in the event that TRUST is unable to meet the
6:30 p.m.  time stated in Section 1.5 hereof.  Such  additional  time shall be
equal to the  additional  time that TRUST  takes to make the net asset  values
available to LIFE COMPANY.

      1.7   If LIFE COMPANY's Net Order requests the purchase of TRUST Shares,
LIFE COMPANY shall pay for such  purchase by wiring  federal funds to TRUST or
its designated  custodial  account on the day the order is transmitted by LIFE
COMPANY. If LIFE COMPANY's Net Order requests a net redemption  resulting in a
payment  of  redemption  proceeds  to  LIFE  COMPANY,  TRUST  shall  wire  the
redemption  proceeds to LIFE COMPANY by the next Business Day, unless doing so
would  require  TRUST to dispose of Portfolio  securities  or otherwise  incur
additional costs. In any event, proceeds shall be wired to LIFE COMPANY within
the time period  permitted by the '40 Act or the rules,  orders or regulations
thereunder,  and TRUST shall notify the person  designated  in writing by LIFE
COMPANY as the  recipient  for such notice of such delay by 3:00 p.m. New York
time on the same Business Day that LIFE COMPANY  transmits the Net  Redemption
Order to TRUST.  If LIFE  COMPANY's  Net Order  requests  the  application  of
redemption proceeds from the redemption of Shares to the purchase of shares of
another  fund  advised by ADVISER,  TRUST shall so apply such  proceeds on the
same Business Day that LIFE COMPANY transmits such order to TRUST.

      1.8   TRUST agrees that all Shares of the  Portfolios  will be sold only
to Participating Insurance Companies which have agreed to participate in TRUST
to fund their separate  accounts and/or to Qualified  Plans, all in accordance
with the  requirements  of Section  817(h)(4) of the Internal  Revenue Code of
1986,  as amended  ("Code") and  Treasury  Regulation  1.817-5.  Shares of the
TRUST's Series will not be sold directly to the general public.


                                      3

<PAGE>

      1.9   TRUST may refuse to sell Shares of any Portfolio to any person, or
suspend or terminate  the offering of the Shares of or liquidate any Portfolio
of TRUST if such action is required by law or by regulatory authorities having
jurisdiction  or is, in the sole  discretion  of the Board of  Trustees of the
TRUST (the  "Board"),  acting in good  faith and in light of its duties  under
federal  and  any  applicable  state  laws,  deemed  necessary,  desirable  or
appropriate and in the best interests of the Shareholders of such Portfolios.

      1.10  Issuance and transfer of Shares will be by book entry only.  Stock
certificates will not be issued to LIFE COMPANY or the Separate Accounts.  The
TRUST will record, or cause to be recorded,  Shares ordered from any Portfolio
in appropriate book entry titles for the Separate Accounts.

                  Article II. REPRESENTATIONS AND WARRANTIES

      2.1   LIFE  COMPANY  represents  and  warrants  that it is an  insurance
company duly  organized and in good standing  under the laws of Texas and that
it has legally and validly  established  each Separate Account as a segregated
asset account under such laws, and that USAA  Investment  Management  Company,
the principal underwriter for the Contracts,  is registered as a broker-dealer
under the Securities Exchange Act of 1934.

      2.2   LIFE COMPANY  represents  and warrants that it has  registered or,
prior to any issuance or sale of the  Contracts,  will  register each Separate
Account as a unit  investment  trust ("UIT") in accordance with the provisions
of the '40 Act to the extent required thereby, and cause each Separate Account
to  remain  so  registered  to serve as a  segregated  asset  account  for the
Contracts, unless an exemption from registration is available.

      2.3   LIFE COMPANY represents and warrants that units of interest issued
in connection with the Contracts have been or will be registered under the '33
Act unless an exemption from  registration  is available prior to any issuance
or sale of the  Contracts,  and that the Contracts  will be issued and sold in
compliance in all material respects with all applicable federal and state laws
and  further  that the sale of the  Contracts  shall  comply  in all  material
respects with applicable state insurance law suitability requirements.

      2.4   Subject to TRUST's  compliance with the duties and obligations set
out in Sections 2.6 and 2.7 hereof,  LIFE COMPANY represents and warrants that
the  Contracts  have been or will be at the time of  issuance  treated as life
insurance,  endowment or annuity contracts under applicable  provisions of the
Code,  that it will  maintain  such  treatment  and that it will notify  TRUST
immediately  upon having a reasonable  basis for believing  that the Contracts
have  ceased to be so  treated  or that they  might not be so  treated  in the
future.

      2.5   TRUST and ADVISER  represent  and warrant that the Shares  offered
and sold pursuant to this Agreement  will be registered  under the '33 Act and
sold in  accordance  with all  applicable  federal  laws,  and TRUST  shall be
registered  under the '40 Act prior to and at the time of any issuance or sale
of such  Shares.  TRUST,  subject  to  Section  1.9  above,  shall  amend  its
registration statements under the '33 Act and the '40 Act from time to time as


                                      4

<PAGE>

required in order to effect the continuous offering of its Shares. TRUST shall
register  and qualify its Shares for sale in  accordance  with the laws of the
various states only if and to the extent deemed advisable by TRUST.

      2.6   TRUST and ADVISER  represent  and warrant that each  Portfolio has
complied and will comply with the  requirements set forth in Section 817(h) of
the  Code,  and  the  rules  and  regulations  thereunder,  including  without
limitation  Treasury   Regulation  1.817-5,   and  will  notify  LIFE  COMPANY
immediately  upon having a reasonable  basis for  believing  any Portfolio has
ceased to comply and will  immediately take all reasonable steps to adequately
diversify the Portfolio to achieve compliance.

      2.7   TRUST and  ADVISER  represent  and  warrant  that  each  Portfolio
invested in by the Separate Account will be treated as a "regulated investment
company"  under  Subchapter  M of the  Code,  and  will  notify  LIFE  COMPANY
immediately  upon having a reasonable  basis for believing it has ceased to so
qualify or might not so qualify in the future.

      2.8   ADVISER   represents  and  warrants  that  it  shall  perform  its
obligations  hereunder  in  compliance  in  all  material  respects  with  any
applicable state and federal laws.

               Article III. PROSPECTUS AND OTHER TRUST DOCUMENTS

      3.1   TRUST shall prepare and be responsible for filing with the SEC and
any state regulators requiring such filing all Shareholder  reports,  notices,
proxy materials (or similar materials such as voting instruction  solicitation
materials),  prospectuses  and statements of additional  information of TRUST.
TRUST shall bear the costs of registration and  qualification of shares of the
Portfolios, preparation and filing of the documents listed in this Section 3.1
and all taxes and filing  fees to which an issuer is  subject on the  issuance
and transfer of its shares.

      3.2   TRUST or its designee shall provide LIFE COMPANY,  free of charge,
with as many copies of the current  prospectus  (or  prospectuses),  including
supplements,  statements of  additional  information,  annual and  semi-annual
reports and proxy  materials for the Shares of the  Portfolios as LIFE COMPANY
may reasonably  request for  distribution  to existing  Contract  owners whose
Contracts  are funded by Shares.  TRUST or its  designee  shall  provide  LIFE
COMPANY,  at  LIFE  COMPANY's  expense,  with as many  copies  of the  current
prospectus  (or  prospectuses)  for the Shares  ("TRUST  prospectus")  as LIFE
COMPANY may reasonably  request for distribution to prospective  purchasers of
Contracts.  If requested by LIFE COMPANY,  TRUST or its designee shall provide
the  Trust  prospectus  (including  a  "camera  ready"  copy  of  the  current
prospectus  (or  prospectuses)  as set in  type  or,  at the  request  of LIFE
COMPANY,  as a diskette in the form sent to the  financial  printer) and other
assistance as is reasonably necessary in order for the Parties once a year (or
more  frequently if the Trust  prospectus is  supplemented or amended) to have
the  prospectus  for the  Contracts  ("Contract  prospectus")  and  the  Trust
prospectus  printed  together in one  document.  The expenses of such printing
will be apportioned between LIFE COMPANY and TRUST in proportion to the number
of pages of the  Contract  and TRUST  prospectuses,  taking  account  of other
relevant factors affecting the expense of printing,  such as covers,  columns,
graphs and charts;  TRUST shall bear the cost of printing the TRUST prospectus
portion of such document for distribution only to owners of existing Contracts


                                      5

<PAGE>

funded by the Shares,  and LIFE COMPANY shall bear the expense of printing the
Contract prospectus portion of such document,  as well as the TRUST prospectus
portion  of such  document  for  distribution  to  prospective  purchasers  of
Contracts.  In the event that LIFE COMPANY requests that TRUST or its designee
provide the TRUST  prospectus in a "camera  ready" or diskette  format,  TRUST
shall be responsible for providing the TRUST prospectus in the format in which
it is  accustomed  to  formatting  prospectuses  and shall bear the expense of
providing the TRUST prospectus in such format (e.g. typesetting expenses), and
LIFE  COMPANY  shall bear the expense of  adjusting  or changing the format to
conform with any of its prospectuses.

      3.3   TRUST will provide LIFE COMPANY with at least one complete copy of
all TRUST  prospectuses,  statements  of  additional  information,  annual and
semi-annual  reports,   proxy  statements,   exemptive  applications  and  all
amendments or  supplements  to any of the above that relate to the  Portfolios
promptly  after  the  filing  of each  such  document  with  the SEC or  other
regulatory  authority.  LIFE  COMPANY  will  provide  TRUST  with at least one
complete  copy  of  all  Contract   prospectuses,   statements  of  additional
information,  annual and  semi-annual  reports,  proxy  statements,  exemptive
applications and all amendments or supplements to any of the above that relate
to a Separate Account promptly after the filing of each such document with the
SEC or other regulatory authority.

                          Article IV. SALES MATERIALS

      4.1   LIFE COMPANY will furnish or will cause to be furnished,  to TRUST
and  ADVISER,  each  piece of sales  literature  in which  TRUST or ADVISER is
named,  at least fifteen (15) Business Days prior to its intended use. No such
material will be used if TRUST or ADVISER objects to its use in writing within
ten (10) Business Days after receipt of such material.

      4.2   TRUST and ADVISER will furnish, or will cause to be furnished,  to
LIFE COMPANY,  each piece of sales  literature in which LIFE COMPANY or any of
its Separate  Accounts is named,  at least fifteen (15) Business Days prior to
its intended use. No such material will be used if LIFE COMPANY objects to its
use in writing within ten (10) Business Days after receipt of such material.

      4.3   TRUST and its affiliates and agents shall not give any information
or make any  representations  on behalf of LIFE  COMPANY  or  concerning  LIFE
COMPANY, the Separate Accounts, or the Contracts other than the information or
representations  contained in a registration statement or Contract prospectus,
as such  registration  statement and prospectus may be amended or supplemented
from time to time, or in reports of the Separate  Accounts or reports prepared
for distribution to owners of such Contracts,  or in sales literature approved
by LIFE COMPANY or its  designee,  except with the written  permission of LIFE
COMPANY.

      4.4   LIFE  COMPANY  and its  affiliates  and agents  shall not give any
information or make any representations on behalf of TRUST or concerning TRUST
other than the  information  or  representations  contained in a  registration
statement  or TRUST  prospectus,  or  prospectus  for any  Portfolio,  as such
registration  statement or prospectus may be amended or supplemented from time


                                      6

<PAGE>

to time, or in sales literature approved by TRUST or its designee, except with
the written permission of TRUST.

      4.5   For  purposes of this  Agreement,  the phrase  "sales  literature"
includes,  without limitation,  advertisements (such as material published, or
designed  for  use,  in a  newspaper,  magazine  or other  periodical,  radio,
television,   telephone  or  tape  recording,   videotape  display,  signs  or
billboards,  motion pictures or other public media), sales literature (such as
any written communication distributed or made generally available to customers
or the  public,  including  brochures,  circulars,  research  reports,  market
letters,  form letters,  seminar  texts,  or reprints or excerpts of any other
advertisement,   sales  literature,  or  published  article),  educational  or
training  materials  or other  communications  distributed  or made  generally
available  to some or all agents or  employees,  prospectuses,  statements  of
additional information, shareholder reports and proxy materials, and any other
material   constituting   sales  literature  or  advertising   under  National
Association of Securities  Dealers,  Inc. ("NASD") rules, the '40 Act, the '33
Act, or rules thereunder.

                        Article V. POTENTIAL CONFLICTS

      5.1   The TRUST represents that it has received The Exemption Order from
the SEC granting  relief from various  provisions of the '40 Act and the rules
thereunder  to the extent  necessary  to permit TRUST Shares to be sold to and
held by separate  accounts of both affiliated and  unaffiliated  Participating
Insurance  Companies and Qualified  Plans.  The Exemptive Order requires TRUST
and each  Participating  Insurance  Company  to  comply  with  conditions  and
undertakings substantially as provided in this Section 5. The TRUST agrees not
to enter into a participation agreement with any other Participating Insurance
Company unless it imposes the same conditions and  undertakings as are imposed
on LIFE COMPANY hereby.

      5.2   The Board will  monitor  TRUST for the  existence  of any material
irreconcilable  conflict between the Variable  Contract owners of all separate
accounts,  including the Contract owners  investing in the Separate  Accounts,
and of participants of Qualified Plans investing in TRUST,  and determine what
action,   if  any,  should  be  taken  in  response  to  such  conflicts.   An
irreconcilable material conflict may arise for a variety of reasons, which may
include:  (a) an action by any state  insurance  regulatory  authority;  (b) a
change in applicable  federal or state  insurance,  tax, or securities laws or
regulations,   or  a  public  ruling,  private  letter  ruling,  no-action  or
interpretive  letter,  or any similar  action by insurance,  tax or securities
regulatory  authorities;  (c) an  administrative  or judicial  decision in any
relevant  proceeding;  (d) the  manner in which the  investments  of TRUST are
being  managed;  (e) a  difference  in voting  instructions  given by Variable
Contract  owners;  or (f) a decision by a Participating  Insurance  Company to
disregard the voting instructions of Variable Contract owners.

      5.3   LIFE  COMPANY will report any  potential or existing  conflicts of
which it becomes  aware to the Board.  LIFE  COMPANY will be  responsible  for
assisting  the Board in carrying  out its  responsibilities  in this regard by
providing the Board with all information reasonably necessary for the Board to
consider any issues raised. This responsibility  includes,  but is not limited
to, an  obligation  by the LIFE  COMPANY to inform the Board  whenever  it has


                                      7

<PAGE>

determined  to  disregard   Contract   owners'  voting   instructions.   These
responsibilities  of LIFE  COMPANY will be carried out with a view only to the
interests of the Contract owners.

      5.4   If a  majority  of the Board,  or  majority  of its  disinterested
Trustees,  determines that a material irreconcilable conflict exists affecting
LIFE  COMPANY,  LIFE  COMPANY,  at its  expense  and to the extent  reasonably
practicable  (as  determined  by  a  majority  of  the  Board's  disinterested
Trustees),  will take any steps  necessary to remedy or eliminate the material
irreconcilable  conflict,  including;  (a) withdrawing the assets allocable to
some or all of the Separate  Accounts from TRUST or any Portfolio  thereof and
reinvesting those assets in a different  investment medium,  which may include
another  portfolio of TRUST ; (b)  submitting  the question as to whether such
segregation  should be implemented to a vote of all affected  Contract  owners
and as  appropriate,  segregating  the  assets  of any  appropriate  group  of
Contract  owners that votes in favor of such  segregation,  or offering to the
affected  Contract  owners  the  option  of  making  such a  change;  and  (c)
establishing  a  new  registered  management  investment  company  (or  series
thereof) or managed separate account.  If a material  irreconcilable  conflict
arises because of LIFE COMPANY's  decision to disregard  Contract owner voting
instructions,  and that  decision  represents  a  minority  position  or would
preclude a majority  vote,  LIFE COMPANY may be  required,  at the election of
TRUST, to withdraw a Separate Account's  investment in TRUST, and no charge or
penalty will be imposed as a result of such withdrawal.  The responsibility to
take  such  remedial  action  shall be  carried  out  with a view  only to the
interests of the Contract owners.

      For the purposes of this  Section  5.4, a majority of the  disinterested
Trustees  shall  determine  whether  or not  any  proposed  action  adequately
remedies any material  irreconcilable  conflict, but in no event will TRUST or
ADVISER (or any other investment  adviser of TRUST) be required to establish a
new  funding  medium for any  Contract.  Further,  LIFE  COMPANY  shall not be
required  by this  Section  5.4 to  establish  a new  funding  medium  for any
Contracts  if an offer to do so has been  declined  by a vote of a majority of
Contract   owners   materially   and   adversely   affected  by  the  material
irreconcilable conflict.

      5.5   The Board's  determination  of the existence of an  irreconcilable
material  conflict and its  implications  shall be made known  promptly and in
writing to LIFE COMPANY.

      5.6   No less than annually, LIFE COMPANY shall submit to the Board such
reports,  materials  or data as the Board may  reasonably  request so that the
Board may fully carry out its obligations.  Such reports,  materials, and data
shall be submitted more frequently if deemed appropriate by the Board.

                              Article VI. VOTING

      6.1   LIFE COMPANY will provide  pass-through  voting  privileges to all
Contract  owners  so long as the SEC  continues  to  interpret  the '40 Act as
requiring  pass-through  voting  privileges for Contract owners.  Accordingly,
LIFE COMPANY, where applicable,  will vote Shares of any Portfolio held in its
Separate  Account(s) in a manner  consistent with voting  instructions  timely
received  from its  Contract  owners.  LIFE COMPANY  will be  responsible  for
assuring that each of its registered  Separate Account(s) that owns any Shares


                                      8

<PAGE>

calculates voting  privileges in a manner consistent with other  Participating
Insurance  Companies.  LIFE COMPANY will vote Shares that are not attributable
to Contract owners to whom  pass-through  voting  privileges are extended,  or
that are attributable to Contract owners from whom timely voting  instructions
were not received,  in the same  proportion as it votes those Shares for which
it has received  voting  instructions.  Notwithstanding  the  foregoing,  LIFE
COMPANY  reserves the right to vote Shares held in any Separate Account in its
own right,  to the extent  permitted by law.  TRUST will promptly  notify LIFE
COMPANY of any  amendment  to, or change in  interpretation  of, the Exemptive
Order it has obtained.

      6.2   If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if
Rule 6e-3 is adopted,  to provide  exemptive  relief from any provision of the
'40 Act or the rules  thereunder  with respect to mixed and shared  funding on
terms and conditions  materially  different from any exemptions granted in the
Exemptive Order, then TRUST, and/or LIFE COMPANY,  as appropriate,  shall take
such steps as may be necessary to comply with Rule 6e-2 and  Rule 6e-3(T),  as
amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

                         Article VII. INDEMNIFICATION

      7.1   INDEMNIFICATION BY LIFE COMPANY.  LIFE COMPANY agrees to indemnify
and hold harmless TRUST,  and ADVISER and each of their  respective  trustees,
directors,  principals,  officers,  employees and agents (and former trustees,
directors,  principals,  officers,  employees, and agents) and each person, if
any, who controls TRUST or ADVISER within the meaning of Section 15 of the '33
Act  (collectively,  the  "Indemnified  Parties")  against any and all losses,
claims,  damages,  liabilities  (including amounts paid in settlement with the
written  consent of LIFE  COMPANY,  which  consent  shall not be  unreasonably
withheld) or litigation or threatened  litigation  (including reasonable legal
and other expenses), to which the Indemnified Parties may become subject under
any statute or regulation, at common law or otherwise, insofar as such losses,
claims,  damages,  liabilities or expenses (or actions in respect  thereof) or
settlements  are related to the sale or acquisition of Shares or the Contracts
and:

            (a)   arise  out of or are based  upon any  untrue  statements  or
                  alleged untrue  statements of any material fact contained in
                  the Contracts, any Separate Account's registration statement
                  or Contract  prospectus  contained therein,  or in any sales
                  literature for the Contracts (or any amendment or supplement
                  to any of the foregoing),  or arise out of or are based upon
                  the  omission  or the alleged  omission  to state  therein a
                  material fact required to be stated  therein or necessary to
                  make the statements  therein not  misleading,  provided that
                  this  agreement  to  indemnify  shall  not  apply  as to any
                  Indemnified  Party if such  statement  or  omission  or such
                  alleged  statement or omission was made in reliance upon and
                  in conformity with information  furnished in writing to LIFE
                  COMPANY by or on behalf of TRUST, ADVISER or DISTRIBUTOR for
                  use in the Contracts,  any Separate  Account's  registration
                  statement or Contract prospectus or sales literature for the
                  Contracts (or any amendment or supplement  supplement to any
                  of the  foregoing) or otherwise  for use in connection  with
                  the sale of the Contracts or Shares; or


                                      9

<PAGE>


            (b)   arise   out   of  or   result   from   (i)   statements   or
                  representations  (other than  statements or  representations
                  contained in any registration statement, prospectus or sales
                  literature  for the TRUST,  or any Portfolio not supplied by
                  LIFE COMPANY,  or persons under its control) or (ii) willful
                  misfeasance, bad faith, negligence, or reckless disregard of
                  obligations  or duties of LIFE COMPANY or persons  under its
                  control,  with  respect to the sale or  distribution  of the
                  Contracts  or  Shares;  or  (c)  arise  out  of  any  untrue
                  statement or alleged  untrue  statement  of a material  fact
                  contained  in any  registration  statement,  prospectus,  or
                  sales  literature for the TRUST,  or any  Portfolio,  or any
                  amendment  or  supplement  to any of the  foregoing,  or the
                  omission  or alleged  omission  to state  therein a material
                  fact required to be stated  therein or necessary to make the
                  statements  therein not  misleading,  if such  statement  or
                  omission or such  alleged  statement or omission was made in
                  reliance upon and in conformity with  information  furnished
                  in writing to TRUST by or on behalf of LIFE  COMPANY for use
                  in such materials; or

            (c)   arise as a result of any failure by LIFE  COMPANY to provide
                  substantially  the services and furnish the materials  under
                  the terms of this Agreement; or

            (d)   arise  out of or  result  from any  material  breach  of any
                  representation  and/or warranty made by LIFE COMPANY in this
                  Agreement or arise out of or result from any other  material
                  breach of this Agreement by LIFE COMPANY.

      7.2   LIFE  COMPANY  shall not be liable  under  Section 7.1 hereof with
respect to any losses, claims, damages,  liabilities or litigation incurred or
assessed against an Indemnified Party to the extent that such losses,  claims,
damages,  liabilities  or  litigation  are  attributable  to such  Indemnified
Party's willful misfeasance,  bad faith, negligence in the performance of such
Indemnified  Party's duties or by reason of such Indemnified  Party's reckless
disregard  of  obligations  or duties  under this  Agreement or breach of this
Agreement.

      7.3   LIFE  COMPANY  shall  not be  liable  under  this  indemnification
provision with respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have notified LIFE COMPANY in writing  within a
reasonable  time  after  the  summons  or other  first  legal  process  giving
information  of the  nature of the claim  shall  have  been  served  upon such
Indemnified  Party (or after such Indemnified Party shall have received notice
of such service on any designated  agent),  but failure to notify LIFE COMPANY
of any such claim shall not relieve LIFE COMPANY from any  liability  which it
may  have to the  Indemnified  Party  against  whom  such  action  is  brought
otherwise than on account of this indemnification  provision. In case any such
action is brought against an Indemnified Party, LIFE COMPANY shall be entitled
to participate at its own expense in the defense of such action.  LIFE COMPANY
also  shall  be  entitled  to  assume  the  defense   thereof,   with  counsel
satisfactory to the Indemnified  Party named in the action.  After notice from
LIFE COMPANY to such  Indemnified  Party of LIFE COMPANY's  election to assume
the defense thereof, the Indemnified Party shall bear the fees and expenses of
any additional  counsel retained by it, and LIFE COMPANY will not be liable to
such  Indemnified  Party under this  Agreement for any legal or other expenses


                                      10

<PAGE>

subsequently  incurred by such Indemnified  Party  independently in connection
with the defense thereof other than reasonable costs of investigation.

      7.4   INDEMNIFICATION  BY TRUST AND ADVISER.  TRUST and ADVISER agree to
indemnify  and  hold  harmless  LIFE  COMPANY  and  each  of  its   directors,
principals, officers, employees, and agents (and former directors, principals,
officers,  employees,  and agents) and each person,  if any, who controls LIFE
COMPANY  within the  meaning of Section 15 of the '33 Act  (collectively,  the
"Indemnified   Parties")  against  any  and  all  losses,   claims,   damages,
liabilities  (including amounts paid in settlement with the written consent of
TRUST and  ADVISER  which  consent  shall  not be  unreasonably  withheld)  or
litigation  or threatened  litigation  (including  reasonable  legal and other
expenses)  to which the  Indemnified  Parties  may  become  subject  under any
statute,  or regulation,  at common law or otherwise,  insofar as such losses,
claims,  damages,  liabilities or expenses (or actions in respect  thereof) or
settlements  are related to the sale or acquisition of Shares or the Contracts
and:

            (a)   arise  out of or are  based  upon any  untrue  statement  or
                  alleged  untrue  statement of any material fact contained in
                  any registration statement or prospectus or sales literature
                  for  the  TRUST  or any  Portfolios  (or  any  amendment  or
                  supplement to any of the foregoing),  or arise out of or are
                  based upon the  omission  or the  alleged  omission to state
                  therein a material  fact  required  to be stated  therein or
                  necessary  to make the  statements  therein not  misleading,
                  provided that this agreement to indemnify shall not apply as
                  to any  Indemnified  Party if such  statement or omission or
                  such alleged statement or omission was made in reliance upon
                  and in conformity with  information  furnished in writing to
                  TRUST,  ADVISER,  or  DISTRIBUTOR  by or on  behalf  of LIFE
                  COMPANY for use in any registration statement, prospectus or
                  sales  literature  for the  TRUST or any  Portfolio  (or any
                  amendment  or  supplement  to  any  of  the   foregoing)  or
                  otherwise  for  use  in  connection  with  the  sale  of the
                  Contracts or Shares; or

            (b)   arise   out   of  or   result   from   (i)   statements   or
                  representations  (other than  statements or  representations
                  contained in any Separate Account's  registration  statement
                  or  Contract   prospectus,   or  sales  literature  for  the
                  Contracts not supplied by TRUST,  ADVISER or  DISTRIBUTOR or
                  persons  under their  respective  control)  or (ii)  willful
                  misfeasance or bad faith, negligence,  or reckless disregard
                  of obligations or duties of ADVISER, TRUST or DISTRIBUTOR or
                  persons under their respective control,  with respect to the
                  sale or distribution of the Contracts or Shares; or

            (c)   arise  out  of  any  untrue   statement  or  alleged  untrue
                  statement  of a  material  fact  contained  in any  Separate
                  Account's registration statement or Contract prospectus,  or
                  sales  literature  for the  Contracts,  or any  amendment or
                  supplement  to any  of the  foregoing  or  the  omission  or
                  alleged  omission to state  therein a material fact required
                  to be stated  therein or  necessary  to make the  statements
                  therein not  misleading,  if such  statement  or omission or
                  such alleged statement or omission was made in reliance upon


                                      11

<PAGE>

                  and in conformity with  information  furnished in writing to
                  LIFE COMPANY for inclusion therein by or on behalf of TRUST,
                  ADVISER or DISTRIBUTOR; or

            (d)   arise as a result of (i) a failure  by TRUST,  or ADVISER to
                  provide substantially the services and furnish the materials
                  under  the  terms of this  Agreement;  (ii) a  failure  by a
                  Portfolio(s) to comply with the diversification requirements
                  of  Section  817(h)  of the Code;  or (iii) a  failure  by a
                  Portfolio(s) to qualify as a "regulated  investment company"
                  under Subchapter M of the Code; or

            (e)   arise  out of or  result  from any  material  breach  of any
                  representation  and/or warranty made by TRUST, or ADVISER in
                  this  Agreement  or arise  out of or  result  from any other
                  material breach of this Agreement by TRUST, or ADVISER.

      7.5   TRUST and  ADVISER  shall not be liable  under  Section 7.4 hereof
with  respect  to any  losses,  claims,  damages,  liabilities  or  litigation
incurred  or  assessed  against an  Indemnified  Party to the extent that such
losses,  claims,  damages,  liabilities or litigation are attributable to such
Indemnified  Party's  willful  misfeasance,  bad faith,  or  negligence in the
performance  of  such  Indemnified   Party's  duties  or  by  reason  of  such
Indemnified  Party's  reckless  disregard of obligations and duties under this
Agreement or breach of this Agreement.

      7.6   TRUST and ADVISER  shall not be liable under this  indemnification
provision with respect to any claim made against an  Indemnified  Party unless
such Indemnified Party shall have notified TRUST and ADVISER in writing within
a  reasonable  time after the  summons or other  first  legal  process  giving
information  of the  nature of the claim  shall  have  been  served  upon such
Indemnified  Party (or after such Indemnified Party shall have received notice
of such  service on any  designated  agent),  but failure to notify  TRUST and
ADVISER  of any such  claim  shall  not  relieve  TRUST and  ADVISER  from any
liability which it may have to the Indemnified  Party against whom such action
is brought  otherwise than on account of this  indemnification  provision.  In
case any such  action is  brought  against  an  Indemnified  Party,  TRUST and
ADVISER shall be entitled to  participate at its own expense in the defense of
such  action.  TRUST and ADVISER  also shall be entitled to assume the defense
thereof,  with  counsel  satisfactory  to the  Indemnified  Party named in the
action. After notice from TRUST and ADVISER to such Indemnified Party of TRUST
and ADVISER's  election to assume the defense thereof,  the Indemnified  Party
shall bear the fees and expenses of any additional counsel retained by it, and
TRUST and  ADVISER  will not be liable to such  Indemnified  Party  under this
Agreement  for any  legal  or other  expenses  subsequently  incurred  by such
Indemnified  Party  independently in connection with the defense thereof other
than reasonable costs of investigation.

                        Article VIII. TERM: TERMINATION

      8.1   This  Agreement  shall be effective  as of the date first  written
above and shall  continue in force until  terminated  in  accordance  with the
provisions herein.

      8.2   This Agreement  shall  terminate in accordance  with the following
provisions:


                                      12

<PAGE>

            (a)   At the option of LIFE  COMPANY or TRUST at any time from the
                  date hereof upon 180 days' notice,  unless a shorter time is
                  agreed to in writing by the Parties;

            (b)   At the  option  of LIFE  COMPANY,  if TRUST  Shares  are not
                  reasonably   available  to  meet  the  requirements  of  the
                  Contracts as determined  by LIFE  COMPANY.  Prompt notice of
                  election to terminate  shall be  furnished by LIFE  COMPANY,
                  said  termination  to be effective ten days after receipt of
                  notice unless TRUST makes  available a sufficient  number of
                  Shares to reasonably meet the  requirements of the Contracts
                  within said ten-day period;

            (c)   At the  option  of LIFE  COMPANY,  upon the  institution  of
                  formal proceedings  against TRUST or ADVISER by the SEC, the
                  NASD,  or  any  other   regulatory  body,  the  expected  or
                  anticipated  ruling,  judgment or outcome of which would, in
                  LIFE COMPANY's  reasonable  judgment,  materially impair the
                  ability of the TRUST, or ADVISER,  to meet and perform their
                  respective  obligations and duties hereunder.  Prompt notice
                  of election to terminate  shall be furnished by LIFE COMPANY
                  with  said  termination  to be  effective  upon  receipt  of
                  notice;

            (d)   At the option of TRUST or ADVISER,  upon the  institution of
                  formal   proceedings   against  LIFE   COMPANY   and/or  its
                  broker-dealer  affiliates by the SEC, the NASD, or any other
                  regulatory   body,  the  expected  or  anticipated   ruling,
                  judgment or outcome of which  would,  in TRUST or  ADVISER's
                  reasonable   judgment,   materially  impair  LIFE  COMPANY's
                  ability  to meet and  perform  its  obligations  and  duties
                  hereunder.  Prompt notice of election to terminate  shall be
                  furnished  by TRUST or ADVISER with said  termination  to be
                  effective upon receipt of notice;

            (e)   In the event TRUST's  Shares are not  registered,  issued or
                  sold in accordance with applicable state and/or federal law,
                  or  such  law  precludes  the  use  of  such  Shares  as the
                  underlying  investment  medium of Contracts  issued or to be
                  issued by LIFE COMPANY  termination  shall be effective upon
                  such occurrence without notice;

            (f)   In the event any Portfolio  fails to qualify as a "regulated
                  investment  company"  under  Subchapter  M of  the  Code  or
                  otherwise  fails to meet the  requirements of Section 817(h)
                  of the  Code  and the  regulations  thereunder.  Termination
                  shall be effective upon such occurrence without notice;

            (g)   At the option of TRUST and ADVISER if the Contracts cease to
                  qualify as annuity contracts or life insurance contracts, as
                  applicable,   under  the  Code,  or  if  TRUST  and  ADVISER
                  reasonably  believes  that  the  Contracts  may  fail  to so
                  qualify.  Termination  shall be  effective  upon  receipt of
                  notice by LIFE COMPANY;

            (h)   At the  option  of LIFE  COMPANY,  upon  breach  by TRUST or
                  ADVISER of any material  provision of this Agreement,  which
                  breach  has  not  been  cured  to the  satisfaction  of LIFE


                                      13

<PAGE>

                  COMPANY  within ten days after written notice of such breach
                  is delivered to TRUST or ADVISER;

            (i)   At the  option  of TRUST or  ADVISER,  upon  LIFE  COMPANY's
                  breach of any material  provision of this  Agreement,  which
                  breach  has not been cured to the  satisfaction  of TRUST or
                  ADVISER  within ten days after written notice of such breach
                  is delivered to LIFE COMPANY;

            (j)   At the option of TRUST, if the Contracts are not registered,
                  issued or sold in accordance with applicable  federal and/or
                  state law.  Termination shall be effective  immediately upon
                  such occurrence without notice;

            (k)   In the event this  Agreement  is assigned  without the prior
                  written  consent  of  LIFE  COMPANY,   TRUST,  and  ADVISER,
                  termination   shall  be  effective   immediately  upon  such
                  occurrence without notice.

      8.3   Notwithstanding  any  termination  of this  Agreement  pursuant to
Section  8.2  hereof,  TRUST  at its  option  may  elect to  continue  to make
available  additional  TRUST Shares,  as provided below,  for so long as TRUST
desires  pursuant  to the  terms and  conditions  of this  Agreement,  for all
Contracts in effect on the effective  date of  termination  of this  Agreement
(hereinafter  referred  to as  "Existing  Contracts").  Specifically,  without
limitation, if TRUST so elects to make additional Shares available, the owners
of the  Existing  Contracts  or  LIFE  COMPANY,  whichever  shall  have  legal
authority to do so, shall be permitted  to  reallocate  investments  in TRUST,
redeem  investments  in TRUST  and/or  invest  in TRUST  upon the  payment  of
additional  premiums  under  the  Existing  Contracts.   In  the  event  of  a
termination  of this  Agreement  pursuant  to Section  8.2  hereof,  TRUST and
ADVISER,  as promptly as is practicable under the circumstances,  shall notify
LIFE COMPANY  whether TRUST elects to continue to make Shares  available after
such  termination.  If  Shares  continue  to  be  made  available  after  such
termination,  the  provisions  of this  Agreement  shall  remain in effect and
thereafter  either TRUST or LIFE COMPANY may  terminate the  Agreement,  as so
continued  pursuant to this  Section 8.3,  upon sixty (60) days prior  written
notice to the other Party.

      8.4   Except  as  necessary  to  implement   Contract  owner   initiated
transactions,  or as required by state  insurance  laws or  regulations,  LIFE
COMPANY shall not redeem the Shares  attributable to the Contracts (as opposed
to the Shares  attributable  to LIFE  COMPANY's  assets  held in the  Separate
Accounts),  and LIFE COMPANY shall not prevent Contract owners from allocating
payments to a Portfolio that is otherwise  available under the Contracts until
thirty  (30) days  after the LIFE  COMPANY  shall have  notified  TRUST of its
intention to do so.

                              Article IX. NOTICES

      Any notice  hereunder  shall be given by  registered  or certified  mail
return  receipt  requested to the other party at the address of such Party set
forth  below or at such  other  address  as such  Party  may from time to time
specify in writing to the other Party.


                                      14

<PAGE>

            If to TRUST:

            BT Insurance Funds Trust
            Attn.:
            Phone:
            Fax:

            If to ADVISER:

            Bankers Trust Company - Global Investment Management
            130 Liberty Street
            New York, NY 10006
            Attn.:
            Phone:
            Fax:

            If to LIFE COMPANY:

            USAA Life Insurance Company
            9800 Fredericksburg Road
            San Antonio, TX 78288
            Attn.: Dwain Akins
            Phone: (210) 498-0676
            Fax: (210) 498-0608

      Notice shall be deemed given on the date of receipt by the  addressee as
evidenced by the return receipt.

                           Article X. MISCELLANEOUS

      10.1  The captions in this  Agreement  are included for  convenience  of
reference only and in no way define or delineate any of the provisions  hereof
or otherwise affect their construction or effect.

      10.2  This  Agreement  may be  executed  simultaneously  in two or  more
counterparts,  each of which taken together shall  constitute one and the same
instrument.

      10.3  If any provision of this  Agreement  shall be held or made invalid
by a  court  decision,  statute,  rule  or  otherwise,  the  remainder  of the
Agreement shall not be affected thereby.

      10.4  This  Agreement  shall  be  construed  and the  provisions  hereof
interpreted under and in accordance with the laws of the State of New York. It
shall also be subject to the provisions of the federal securities laws and the
rules  and  regulations  thereunder  and to any  orders  of the  SEC  granting
exemptive relief therefrom and the conditions of such orders.


                                      15

<PAGE>

      10.5  It  is  understood  and  expressly  stipulated  that  neither  the
shareholders  of shares of any Portfolio nor the Trustees or officers of TRUST
or any Portfolio shall be personally liable  hereunder.  No Portfolio shall be
liable for the  liabilities of any other  Portfolio.  All persons dealing with
TRUST  or a  Portfolio  must  look  solely  to the  property  of TRUST or that
Portfolio,  respectively,  for enforcement of any claims against TRUST or that
Portfolio.  It is also understood that each of the Portfolios  shall be deemed
to be entering into a separate Agreement with LIFE COMPANY so that it is as if
each of the Portfolios  had signed a separate  Agreement with LIFE COMPANY and
that a single  document is being signed simply to facilitate the execution and
administration of the Agreement.

      10.6  Each  Party  shall   cooperate  with  each  other  Party  and  all
appropriate  governmental  authorities  (including without limitation the SEC,
the NASD and state  insurance  regulators)  and shall permit such  authorities
reasonable   access  to  its  books  and  records  in   connection   with  any
investigation  or  inquiry  relating  to this  Agreement  or the  transactions
contemplated hereby.

      10.7  The rights,  remedies and obligations  contained in this Agreement
are  cumulative  and  are in  addition  to any and all  rights,  remedies  and
obligations,  at law or in equity,  which the Parties  hereto are  entitled to
under state and federal laws.

      10.8  If the Agreement terminates the Parties agree that Article VII and
Sections 10.5, 10.6 and 10.7 shall remain in effect after termination.

      10.9  No provision of this  Agreement  may be amended or modified in any
manner  except by a written  agreement  properly  authorized  and  executed by
TRUST, ADVISER and the LIFE COMPANY.

      10.10 No failure or delay by a Party in  exercising  any right or remedy
under this Agreement will operate as a waiver thereof and no single or partial
exercise of rights shall preclude a further or subsequent exercise. The rights
and remedies  provided in this  Agreement are  cumulative and not exclusive of
any rights or remedies provided by law.

      IN WITNESS  WHEREOF  the  Parties  have  caused  their  duly  authorized
officers  to  execute  this  Agreement  as of the date and  year  first  above
written.


                                    16

<PAGE>

                                                    BT INSURANCE FUNDS TRUST


                                                  By: /s/ELIZABETH RUSSELL
                                                      --------------------
                                                Name: Elizabeth Russell
                                               Title: Secretary


                                                     BANKERS TRUST COMPANY


                                                  By: /s/ IRENE S. GREENBERG
                                                      ----------------------
                                                Name: Irene S. Greenberg
                                               Title:  Vice President


                                                   USAA LIFE INSURANCE COMPANY


                                                  By: /s/ KENNETH A. MCCLURE
                                                      ----------------------
                                                Name: Kenneth A. McClure
                                               Title: Senior Vice President
                                                      Life, Health & Marketing


                                      17

<PAGE>

                                  Appendix A

      This  appendix  is an  integral  part of the  Agreement  to  which it is
attached.  Except as otherwise noted, defined terms used herein shall have the
same meaning as given them in the Agreement.



      1.    The Separate Account of USAA Life Insurance Company

      2.    The Life Insurance Separate Account of USAA Life Insurance Company


                                      18

<PAGE>

                                  Appendix B

      This  Appendix  is an  integral  part of the  Agreement  to  which it is
attached.  Except as otherwise noted, defined terms used herein shall have the
same meaning as given them in the Agreement.

      1.    Equity 500 Index Fund

      2.    Small Cap Index Fund

      3.    EAFE(R) Equity Index Fund


                                      19


                                                          EXHIBIT 1.(8)(f)(ii)

BANKERS TRUST COMPANY
130 Liberty Street, New York, New York 10006

VINAY MENDIRATTA
VICE PRESIDENT
GLOBAL INVESTMENT MANAGEMENT
TEL:  212-250-2884
FAX:  212-775-2189


April 30, 1998

Mr. Dwain Akins, Esq.
Assistant Vice President and
Assistant Secretary
Life & Health Insurance Counsel
USAA Life Insurance Company
General Counsel - C3 West
9800 Fredricksburg Road, C-3-W
San Antonio, TX  78288

Dear Dwain:

USAA Life Insurance Company ("Life Company") will invest in one or more series
funds (each a "Portfolio")  of the BT Insurance Funds Trust  ("Trust"),  which
will serve as an  underlying  funding  vehicle  for certain  variable  annuity
contracts and variable life insurance policies (collectively, the "Contracts")
issued by Life  Company,  pursuant to a Fund  Participation  Agreement  by and
among the Life Company, Trust and Bankers Trust Company, dated April 30, 1998.
Bankers Trust Company  ("Bankers  Trust") serves as the investment  adviser to
the Trust and in such capacity provides investment advisory and administrative
services to the Trust and its Portfolios.

      Life Company hereby agrees to provide the services  enumerated herein on
a sub-administration  basis to owners of Contracts ("Contract Owners") who are
beneficial owners of shares of each Portfolio.  Such services shall consist of
the following:

      1.    Providing  necessary  personnel  and  facilities  to establish and
            maintain Contract Owner accounts and records.

      2.    Recording debits and credits to the accounts of Contract Owners.

      3.    Paying the proceeds of  redemptions  to Contract  Owners either by
            check or by wire.

      4.    Furnishing   Fund    prospectuses,    statements   of   additional
            information,  proxy materials,  annual and semi-annual  reports to
            shareholders  and other  communications  from the Fund to Contract
            Owners, as provided in Article 3.2 of the Participation Agreement.


<PAGE>

      5.    Performing such  shareholder  servicing as may be required,  which
            shall  include  but not be limited  to,  responding  to  questions
            regarding account balances and other account inquiries.

      6.    Federal and state income tax withholding and reporting.

      7.    Providing such other  assistance and services as may reasonably be
            requested by the Fund.

      In  recognition  of  Life  Company   providing  such  services  and  the
administrative cost savings to the Portfolios and the Trust, the Bankers Trust
will pay Life Company the fees set forth in Exhibit A hereto ("Fees").

      In the event that the investment  advisory  and/or  administration  fees
paid by the Portfolio to Bankers Trust are reduced by the Board of Trustees of
the Trust  pursuant to an amendment of the  applicable  agreement,  or, in the
good faith opinion of the Trust,  based upon an opinion of counsel  reasonably
acceptable to Life Company,  such payments are, will or may be deemed to be in
contravention  or violation of any law,  rule,  regulation,  court decision or
order,  or  out-of-court  settlement  of actual or  threatened  litigation  or
enforcement position of any regulatory body having jurisdiction over the Trust
(taken together,  "Change in Law"), the Fees shall be adjusted  accordingly to
conform  to such  Change  in Law on  terms  and  conditions  deemed  fair  and
equitable by Bankers Trust, and acceptable to Life Company.  No Fee adjustment
of any type, for any reason,  shall take effect until agreed upon, in writing,
by both Bankers Trust and Life Company.

      Bankers  Trust shall give Life Company  written  notice 30 days prior to
seeking  approval by the Board of Trustees of the Trust of (a) any increase in
the fees to be paid to Bankers  Trust or (b) any reduction or  elimination  of
Bankers Trust's voluntary fee waiver as reflected in Exhibit B hereto.

      Either party may terminate this Agreement,  without penalty, on 60 days'
written notice to the other party; except that the Fees set forth in Exhibit A
shall continue as long as the assets  underlying the Contracts  issued by Life
Company are allocated to the Trust. Unless so terminated, this Agreement shall
continue  in effect  for so long as  Bankers  Trust,  or its  successor(s)  in
interest,  continues to perform in an advisory  capacity for the Trust and for
so long as any Contract values or any monies  attributable to Life Company are
in the Trust.

      Each party  hereto  shall  indemnify  and hold  harmless  ("Indemnifying
Party")  the  other  party  and  each of its  officers,  directors,  trustees,
employees, and agents (and former officers,  directors,  trustees,  employees,
and agents) and each person,  if any, who controls such other party within the
meaning  of  Section  15 of the  Securities  Act  of  1933  (individually  and
collectively,  "Indemnified  Party")  from  and  against  any and all  losses,
claims,  damages,  liabilities,  costs,  and  expenses  (including  reasonable
attorneys'  fees)  ("Losses")   arising  out  of  (i)  any  violation  by  the
Indemnifying  Party of any law, rule,  regulation,  court order or enforcement
position of any regulatory body having  jurisdiction  over either party,  (ii)
the Indemnifying  Party's performance of or failure to perform its obligations
under, or in connection with this Agreement, except that an Indemnifying Party


                                      2

<PAGE>

shall have no  liability  to the extent  such  Losses  result from the willful
misfeasance,  bad faith,  negligence,  reckless  disregard of  obligations  or
duties under this  Agreement,  or breach of this  Agreement by an  Indemnified
Party.  In no event shall any party be liable for any special,  consequential,
or incidental damages. The indemnification under this Agreement is in addition
to (and not duplicative of), and not in lieu of; any indemnification  provided
under any Fund Participation Agreement entered into between the parties.

      If you are in  agreement  with  the  foregoing,  please  sign a copy and
return it to the undersigned.


                                                      Accepted and Agreed:
Bankers Trust Company                              USAA Life Insurance Company


By: /s/ IRENE S. GREENBERG                        By: /s/ KENNETH A. MCCLURE
    ----------------------                            ----------------------
    Irene S. Greenberg                                Kenneth A. McClure
    Vice President                                    Senior Vice President
                                                      Life, Health & Marketing

Date: May 1, 1998                                 Date: April 30, 1998


                                      3

<PAGE>

                                   EXHIBIT A
                           BT INSURANCE FUNDS TRUST

FEES

      For each following Portfolio, Bankers Trust agrees to pay Life Company a
      quarterly  amount  that is equal  on an  annual  basis to the  specified
      percentage of the average combined daily net assets of all of the shares
      of the Portfolio  held in the Life Company's  segregated  asset accounts
      pursuant to the applicable Participation Agreement:

      Portfolio                      Fees for Administrative Services

      EQUITY 500 INDEX FUND
                                     all assets                    .13%

      SMALL CAP INDEX FUND

                                     on first $200 million         .15%
                                     on the balance                .20%


      EAFE EQUITY INDEX FUND

                                     on first $200 million         .15%
                                     on the balance                .20%


                                      4

<PAGE>

                                   EXHIBIT B
                           BT INSURANCE FUNDS TRUST
         ADVISORY AND OTHER FEES; BANKERS TRUST'S VOLUNTARY FEE WAIVER

      The annual fees and waivers  below are  expressed as a percentage of the
      average daily net assets of the applicable Portfolio.


Portfolio

EQUITY 500 INDEX FUND

Advisory                 .20
Admin & Service          .13
Other                    .21
Waiver/Reimb            (.24)
Expense Ratio            .30


SMALL CAP INDEX FUND

Advisory                 .35
Admin & Service          .13
Other                    .25
Waiver/Reimb            (.28)
Expense Ratio            .45


EAFE EQUITY INDEX FUND

Advisory                 .45
Admin & Service          .13
Other                    .27
Waiver/Reimb            (.20)
Expense Ratio            .65


                                      5


   
                                                          EXHIBIT 1.(10)(a)(i)
    

                      VARIABLE UNIVERSAL LIFE APPLICATION
                       (Known in some states as Flexible
                            Premium Variable Life)


                              ABOUT THIS BOOKLET

   
Here's the life insurance application you requested.  Before you begin, please
take a  moment  to read  the  step-by-step  instructions  below.  If you  have
questions  and would like to speak to an Account  Representative,  please call
toll free 1-800-531-2923 (in San Antonio call 456-9035).
    

1.    This booklet  contains an application for USAA Life Insurance  Company's
      Variable  Universal Life insurance  policy.  Please  complete the entire
      application and sign where  indicated.  If additional space is needed to
      answer any question, please attach an extra sheet of paper.

2.    Use the Guide  opposite the questions as a "road map" to completing  the
      application.

3.    In some cases,  medical  tests will be required.  USAA Life will arrange
      and pay for the tests.

4.    To take  advantage of our Automatic  Payment Plan for premium  payments,
      complete  the  authorization  form  enclosed in your packet and attach a
      check marked "VOID" to the form.

5.    RETURN THIS BOOKLET  INTACT along with any required  premium  payment in
      the enclosed  postage-paid  envelope.  If the insurance  you're applying
      for, plus any other insurance you have with USAA Life, exceeds $500,000,
      do NOT send the premium payment with your application.  We will bill you
      when your application is approved.


                                     USAA
                                     LIFE
                                   INSURANCE
                                COMPANY [LOGO]

                                                                    31345-0198
                                                                    ----------
                                                                        ST


<PAGE>
                   VARIABLE UNIVERSAL LIFE - PART I - GUIDE

1     PROPOSED INSURED

Annual income is NOT required if the applicant is a dependent child.

2     POLICYOWNER

Only the Policyowner can exercise policy rights.  If the Proposed Insured is a
minor,  an adult must be named as the  Policyowner.  If a business is named as
the Policyowner, indicate the name of business.

After the policy is issued, a Business Authorization Form will be sent to you.
If the  Policyowner  is other than the Proposed  Insured,  we recommend that a
Successor  Owner be named in Section  20,  Special  Requests,  under  Personal
Profile Part II. 

Generally, it is advisable to name the Proposed Insured as the Successor Owner
unless  federal  estate tax is a  consideration  OR the Proposed  Insured is a
minor.

3     PAYOR

If the  premiums  for  the  policy  will be paid by  someone  other  than  the
Policyowner, please complete this section.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

VARIABLE UNIVERSAL LIFE - PART I - APPLICATION

1     PROPOSED INSURED (PLEASE PRINT OR TYPE)

 NAME:  FIRST       MIDDLE        LAST          BIRTH DATE:  MO DAY YR    AGE
 ____________________________________________   ______________________    ___

 BIRTHPLACE  (STATE)  SEX: [ ] M   [ ] F
 SOCIAL SECURITY NUMBER _____________________
 USAA NUMBER (IF ANY) _______________________
 DRIVER'S LICENSE NUMBER AND STATE OF ISSUE  ________________________
 EMPLOYER/SOURCE OF INCOME __________________
 OCCUPATION / DUTIES ________________________
 ANNUAL  INCOME  $___________________________

 MILITARY STATUS:
 [ ] ACTIVE DUTY   [ ] RETIRED      [ ] ACTIVE RESERVE   [ ] INACTIVE RESERVE
 [ ] SEPARATED     [ ] PRECOMMISSIONED        [ ] NONE

 BRANCH OF SERVICE/GOVT AGENCY        MILITARY RANK
 _____________________________        _____________

 RESIDENCE PHONE       EXT.         BUSINESS PHONE        EXT.
 (___)_______________  _______      (___)_______________  _______

 RESIDENCE ADDRESS:  NUMBER & STREET       CITY             STATE         ZIP
 ____________________________________________________________________________

 YEARS THERE
 ___________

 BUSINESS ADDRESS:  NUMBER & STREET        CITY             STATE         ZIP
 ____________________________________________________________________________

 YEARS EMPLOYED
 ______________

 HAVE YOU OR YOUR SPOUSE EVER BEEN AN OFFICER IN THE U.S. ARMED FORCES?
 [ ]  YES    [ ]  NO

 HAVE EITHER OF YOUR PARENTS OR YOUR SPOUSE'S PARENTS EVER BEEN
 AN OFFICER IN THE U.S. ARMED  FORCES?   [ ] YES  [ ] NO

2     POLICYOWNER (COMPLETE ONLY IF THE POLICYOWNER IS OTHER THAN THE PROPOSED
      INSURED OR IF THE PROPOSED INSURED IS UNDER AGE 15)

 RANK/TITLE            NAME:  FIRST             MIDDLE                 LAST
 ____________________________________________________________________________

 RELATIONSHIP TO INSURED                    SSN/TAX  ID NO.
 ____________________________________________________________________________

 ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP
 ____________________________________________________________________________

 RESIDENCE PHONE       EXT.         BUSINESS PHONE        EXT.
 (___)_______________  _______      (___)_______________  _______

 BIRTH    MO DAY YR
 DATE:    __/__/__         USAA  NUMBER (IF ANY) ____________

 POLICY SENT TO POLICYOWNER UNLESS OTHERWISE REQUESTED.[ ] INSURED [ ] OTHER
 IF OTHER, PLEASE  COMPLETE THE FOLLOWING:

 NAME:  FIRST                        MIDDLE        LAST
 ____________________________________________________________________________

 ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP
 ____________________________________________________________________________

 YEARS THERE
 ___________

3     PAYOR (COMPLETE ONLY IF PAYOR IS OTHER THAN POLICYOWNER)

 NAME:  FIRST                        MIDDLE        LAST
 ____________________________________________________________________________

 RELATIONSHIP TO INSURED
 ____________________________________________________________________________

 SSN/TAX ID NO.
 ____________________________________________________________________________

 ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP
 ____________________________________________________________________________

 YEARS THERE
 ___________

 RESIDENCE PHONE       EXT.         BUSINESS PHONE        EXT.
 (___)_______________  _______      (___)_______________  _______

 BIRTH    MO DAY YR
 DATE:    __/__/__         USAA  NUMBER (IF ANY) ____________

 PREMIUM NOTICES SENT TO POLICYOWNER UNLESS OTHERWISE REQUESTED.


   
VUL31345ST  1-98
    

                                                            TURN TO NEXT PAGE.

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

4     POLICY AMOUNT AND OPTIONAL BENEFITS

SELECT  OPTION-Option  A  and/or  Option  B  are  mentioned  in  the  enclosed
illustration.  Be sure to write in the  SPECIFIED  AMOUNT OF  INSURANCE.  Then
decide  which  OPTIONAL  BENEFITS  you want.  Each of the  options  carries an
additional premium.

WAIVER OF MONTHLY  DEDUCTION  - If you  suffer an  accident  or  illness  that
results in a covered  disability;  this  option  guarantees  that your cost of
insurance  will be paid for you  during  the  period of your  disability.  The
premium for this benefit varies based on the age of the Proposed Insured.

ACCIDENTAL DEATH BENEFIT (ADB) - If you die as a result of a covered accident,
this option will pay your  beneficiary  an  ADDITIONAL  amount  above the face
amount you have  selected  for the  policy.  The  selected  ADB can be up to a
maximum of $200,000, or the face amount of the policy,  whichever is less. The
premium for ADB is $.84 per $1,000 of coverage per year.

CHILD RIDER - An easy way to provide coverage for your child(ren),  this rider
is available  in $1,000  increments  from $2,000 to a maximum of $25,000.  The
cost for this rider is $6 per $1,000 of coverage per year. Premiums remain the
same, regardless of the number of children covered. The Proposed Insured under
the basic  policy must be age 20 through 55 to select the Child Rider  option.
If you select the Child Rider option,  you must complete Sections 13-19 of the
Personal Profile.

5     PREMIUM AMOUNT AND METHOD OF PAYMENT

PREMIUM  AMOUNT - Write in your  Planned  Periodic  Premium  for the amount of
insurance  and Optional  Benefits you selected in Section 4. (See the enclosed
illustration  for the  premiums.)  If you select the  Automatic  Payment Plan,
enclose a check for two  months'  premium.  If you select any other  method of
payment,  enclose one full payment for the payment interval selected.  (Please
make checks payable to USAA Life Insurance Company.)

METHOD OF PAYMENT - Select  the method by which you want to make your  premium
payments.

AUTOMATIC  PAYMENT PLAN.  We suggest that you use our Automatic  Payment Plan.
This is an efficient and economical  monthly  payment  system that  authorizes
USAA Life to  automatically  withdraw your premium payment on the date of your
choice from your bank  account.  Complete  and return the  authorization  form
enclosed in your packet.

MONTHLY GOVERNMENT ALLOTMENT.  If you are eligible,  you may elect to pay your
premiums by Monthly  Government  Allotment.  With this method,  your  contract
premium  amount is  deducted  at the end of the  month in which the  salary is
earned. We'll provide additional instructions after your policy is issued.

DIRECT  BILLING.  If you choose  this  method,  please  also  select a payment
frequency.  You can choose between an annual,  semi-annual or quarterly direct
premium payment plan.

SINGLE  PREMIUM.  Single  Premium  means you have no plans for future  premium
payments.

NOTE: IF THE INSURANCE  YOU'RE  APPLYING FOR, PLUS ANY OTHER INSURANCE YOU NOW
HAVE WITH USAA  LIFE,  EXCEEDS  $500,000,  DO NOT SEND THE  PREMIUM  WITH YOUR
APPLICATION. WE WILL BILL YOU WHEN YOUR APPLICATION IS APPROVED.

1035 EXCHANGE If you intend to cancel an existing policy and transfer the cash
surrender  value to the policy applied for in this  application,  then fill in
the amount of exchange and the company name of the policy. You should complete
a  separate  1035  Exchange  form and send it and your old  policy  with  your
application.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

4     POLICY AMOUNT AND OPTIONAL BENEFITS

PLAN NAME: VARIABLE UNIVERSAL LIFE (KNOWN AS FLEXIBLE PREMIUM VARIABLE LIFE IN
GA, IL, IN, MD, PA, TN, VA, AND DC.) SPECIFIED  AMOUNT OF INSURANCE  ($100,000
MINIMUM) $_______________

SELECT OPTION
(CHECK ONLY ONE): [ ] OPTION A                 [ ] OPTION B
                      Provides fixed death         Provides fixed
                       benefit protection          insurance protection
                                                   plus your cash
                                                   value as total death benefit

OPTIONAL BENEFITS:  CHECK THE BENEFITS YOU ARE REQUESTING AND
                    FILL IN  AMOUNT IF APPLICABLE.

      [ ]   WAIVER OF MONTHLY  DEDUCTION (Not available if Proposed Insured is
            under age 15 or over age 55: not available in New York).
      [ ]   ACCIDENTAL  DEATH BENEFIT (ADB) (Not available if Proposed Insured
            is under age 10 or over age 60) $___________
      [ ]   CHILD RIDER (Only available if Proposed  Insured is age 20 through
            55 and child is age 17 or under;  not  available  for residents of
            Hawaii) $____________
      [ ]   OTHER _________________________________

5     PREMIUM AMOUNT AND METHOD OF PAYMENT

INITIAL PREMIUM PAYMENT AMOUNT   $__________
PLANNED PERIODIC PREMIUMS $_________

METHOD OF PAYMENT
(SELECT ONLY ONE)

      [ ]   AUTOMATIC  PAYMENT  PLAN  (MONTHLY)  $  ______________   You  must
            complete  and return  the  enclosed  authorization  form with this
            application.  Please  include a voided  check from your  financial
            institution.

      [ ]   MONTHLY GOVERNMENT ALLOTMENT $ ______________

      [ ]   DIRECT BILLING $ ______________

            [ ]   ANNUALLY        $ ______________
            [ ]   SEMI-ANNUALLY   $ ______________
            [ ]   QUARTERLY       $ ______________

      [ ]   SINGLE PREMIUM $ ______________

PLEASE ENCLOSE A CHECK
FOR THE INITIAL PREMIUM PAYMENT AMOUNT
WITH YOUR COMPLETED APPLICATION.

If the amount of insurance  you're applying for, plus any other life insurance
you have with USAA Life, exceeds $500,000, do NOT send the premium.

1035 EXCHANGE $____________  FROM

 ________________________
    (NAME OF COMPANY)


   
VUL31345ST  1-98
    

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

6     INVESTMENT ALLOCATION

Provide the desired  percent  allocation  of the initial  premium  payment you
request next to your selected  accounts.  If you are  allocating  your premium
payment to variable  fund accounts  other than the Money Market  Variable Fund
Account,  that portion of your premium  payment will be allocated to the Money
Market Variable Fund Account for a period equal to the FREE LOOK PERIOD stated
in your policy plus five days. At the end of the period,  the premium payments
will be  allocated  as directed in this  application  and as explained in more
detail in the  prospectus.  If you decide to return the policy within the FREE
LOOK PERIOD, USAA Life will refund your money as explained in the policy.


7     INVESTMENT SUITABILITY INFORMATION

These questions are intended to help you determine your Investment  Objectives
and Risk  Tolerance.  This  information  helps us determine the suitability of
this policy for your needs.

Please complete all of this  information to the best of your ability.  Enter a
number  from 1-4 in the space  provided  (with 1 as the  highest)  to rate the
priority  of your  Investment  Objectives  and  Risk  Tolerance.  Below  this,
complete the information based on the Policyowner's income and net worth.

8     TOBACCO USE

Please answer questions regarding your tobacco use.

NOTE:  TOBACCO USE QUESTION A SHOULD BE ANSWERED "YES" IF THE PROPOSED INSURED
HAS USED ANY TOBACCO PRODUCTS OR NICOTINE SUBSTITUTES (E.G., NICOTINE PATCH OR
GUM) IN THE PAST 12 MONTHS.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

6     INVESTMENT ALLOCATION

You may allocate your premium payment to as many of the variable fund accounts
as you like, in amounts no smaller than one tenth of a percent, as long as the
total equals 100%.

USAA LIFE:

 _____ % Growth & Income
 _____ % World Growth
 _____ % Aggressive Growth
 _____ % Diversified Assets
 _____ % International
 _____ % Income
 _____ % Money Market
 _____ % Alger American Growth
 _____ % Scudder VLIF Capital Growth
 _____ % Bankers Trust Equity 500 Index
 _____ % Bankers Trust Small Cap Index
 _____ % Bankers Trust EAFE (R) Index

 100% TOTAL

7     INVESTMENT SUITABILITY INFORMATION (TO BE COMPLETED BY POLICYOWNER)

INVESTMENT OBJECTIVES 
Enter a priority rating from 1-4 (with 1 as highest).

 _____  Long-term gain
 _____  Short-term gain
 _____  Income
 _____  Tax advantaged

RISK TOLERANCE
Check one.

 ______  Aggressive
 ______  Moderate
 ______  Conservative

INVESTMENT TIME HORIZON
[ ] 1-10 years               [ ] 10-20 years   [ ] 20+ years

Annual income from  occupation $_______ 
Annual income from other sources $_______ 
Projected  income for next 12 months  $_______ 
Estimated  net worth  (excluding home) $_______ 
Tax bracket _____ 
List sources of income ________________

8     TOBACCO USE  (PLEASE  LIST  DETAILS  FOR EACH "YES"  ANSWER IN THE SPACE
      PROVIDED BELOW)

A.    Has the Proposed  Insured  smoked one or more  cigarettes in the last 12
      months? [ ] Yes [ ] No

B.    Has the  Proposed  Insured  used any other  form of  tobacco  or tobacco
      surrogate in the last 12 months? [ ]Yes [ ] No

C.    Has the Proposed Insured ever used any form of tobacco? [ ]Yes [ ]No

    TYPE          AVERAGE DAILY USAGE       DATE LAST USED
  ________        ___________________      _______________

    TYPE          AVERAGE DAILY USAGE       DATE LAST USED
  ________        ___________________      _______________

    TYPE          AVERAGE DAILY USAGE       DATE LAST USED
  ________        ___________________      _______________

    TYPE          AVERAGE DAILY USAGE       DATE LAST USED
  ________        ___________________      _______________

                 NOW, COMPLETE THE PERSONAL PROFILE SECTION.


   
VUL31345ST  1-98
    

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST


<PAGE>

                      PERSONAL PROFILE - PART I - GUIDE

9     PURPOSE OF INSURANCE

Please  check  the  appropriate  box for  Purpose  of  Insurance.  Purpose  of
Insurance  includes  two  broad  areas  --  personal  and  business.

PERSONAL INSURANCE  INCLUDES:  FAMILY  PROTECTION,  which protects against the
loss of your future  income;  ESTATE  LIQUIDITY,  which  protects  against the
forced  sale of your  estate to pay  estate  taxes;  DEBT  PROTECTION,  to pay
specific debt balances.

BUSINESS INSURANCE INCLUDES:  KEY PERSON,  which protects a business from loss
of  revenue  due to the  death  of a key  person;  BUY/SELL  AGREEMENT,  which
provides  funding to settle a deceased  partner's  business  interest.

IF THE PURPOSE FOR THIS  INSURANCE  IS NOT LISTED,  please  check  "Other" and
indicate the purpose in the space provided.

10    BENEFICIARY DESIGNATION

Please write in the full name and address of each beneficiary.  If you wish to
name a trust as  beneficiary,  please  indicate  whether  it is an  intervivos
(living) trust or a testamentary  trust  established by your will. If it is an
intervivos trust, please include the date it was written,  grantor's name, and
the name and address of the trustee.

PRIMARY  BENEFICIARY  - This is the person,  persons,  or trust to receive the
proceeds from the policy at the insured's death.

CONTINGENT BENEFICIARY - The person, persons, or trust to receive the proceeds
if the primary  beneficiary  does not survive  the  insured.  If more than one
person is named as primary or  contingent  beneficiary,  the proceeds  will be
divided equally unless otherwise directed.

NOTE: WHEN YOU NAME A BENEFICIARY, PLEASE INCLUDE NAME, ADDRESS, RELATIONSHIP,
AND SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER INFORMATION.

11    LIFE  INSURANCE  NOW IN FORCE (OR  APPLIED  FOR ON THE LIFE OF  PROPOSED
      INSURED NAMED IN PART I)

COMPLETE  NAME OF COMPANY - Please  list all  policies  currently  in force or
applied for on the life of the individual to be insured. If none, so indicate.

TYPE OF PLAN AND COVERAGE - Please  indicate  type of plan and  coverage  type
(e.g., personal, business, group) for each policy listed.

ACCIDENTAL  DEATH BENEFIT - If any of these policies have an Accidental  Death
Benefit, fill in the dollar amount.

12    REPLACEMENT

If you are replacing a policy, please provide the following information:. name
of company, amount of policy, effective date of policy, and policy number.

NOTE: IF YOU ARE REPLACING A POLICY THAT HAS SUBSTANTIAL  CASH AVAILABLE,  YOU
MAY BE  CREATING  A TAXABLE  SITUATION.  TAX RULES MAY ALLOW YOU TO DEFER THIS
TAXABLE GAIN WHEN BUYING  ANOTHER  POLICY.  SPECIAL FORMS ARE REQUIRED IN SUCH
SITUATIONS, SO PLEASE CALL FOR ASSISTANCE.

HAWAII RESIDENTS: IF YOU CHECK "YES" FOR REPLACEMENT,  state law requires that
you send your policy to USAA Life Insurance Company for comparison.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

PERSONAL PROFILE - PART I

9     PURPOSE OF INSURANCE

      [ ] FAMILY PROTECTION              [ ]  KEY PERSON
      [ ] ESTATE LIQUIDITY               [ ]  BUY/SELL AGREEMENT
      [ ] DEBT PROTECTION                [ ]  OTHER

10    BENEFICIARY  DESIGNATION  (ATTACH  A  SEPARATE  SHEET  IF MORE  SPACE IS
      REQUIRED)

 NAME OF PRIMARY BENEFICIARY(IES):  FIRST         MIDDLE           LAST
 _____________________________________________________________________________

 RELATIONSHIP TO INSURED   BIRTH DATE:    MO DAY YR       SSN / TAX ID NUMBER
 _________________________________________/___/_______________________________

 ADDRESS:   NUMBER & STREET             CITY                     STATE    ZIP
 _____________________________________________________________________________

 NAME OF CONTINGENT BENEFICIARY(IES):  FIRST         MIDDLE           LAST
 _____________________________________________________________________________

 RELATIONSHIP TO INSURED   BIRTH DATE:    MO DAY YR       SSN / TAX ID NUMBER
 _________________________________________/___/____________________________

  ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP
  ____________________________________________________________________________

IF THERE ARE NO  SURVIVING  BENEFICIARIES,  THE PROCEEDS ARE PAID TO THE OWNER
OR,  IF THE  OWNER  IS  DECEASED,  TO THE  OWNER'S  ESTATE.  IF A  BENEFICIARY
DESIGNATED IS A TRUST PLEASE  PROVIDE THE TRUST NAME,  GRANTOR'S  NAME,  TRUST
DATE, TRUSTEE INFORMATION AND TRUST TAX IDENTIFICATION NUMBER.

11    LIFE  INSURANCE  NOW IN FORCE (OR  APPLIED  FOR ON THE LIFE OF  PROPOSED
      INSURED NAMED IN PART I)

1.    NAME OF COMPANY       POLICY NUMBER       YR ISSUED       TYPE PLAN
      ________________________________________________________________________

      COVERAGE TYPE              AMOUNT               ACCIDENTAL DEATH BENEFIT
      ________________________________________________________________________

2.    NAME OF COMPANY       POLICY NUMBER       YR ISSUED       TYPE PLAN
      ________________________________________________________________________

      COVERAGE TYPE              AMOUNT               ACCIDENTAL DEATH BENEFIT
      ________________________________________________________________________

3.    NAME OF COMPANY       POLICY NUMBER       YR ISSUED       TYPE PLAN
      ________________________________________________________________________

      COVERAGE TYPE              AMOUNT               ACCIDENTAL DEATH BENEFIT
      ________________________________________________________________________

12    REPLACEMENT

Is this  application  for  insurance  intended  to  replace or modify any life
insurance now in force on the life of any Proposed Insured?  (This information
is required by state regulations.) [ ] Yes [ ]No

IF YES, PLEASE LIST EACH POLICY TO BE REPLACED.

 _____________________________________________________________________________
  COMPANY              AMOUNT               ISSUE DATE          POLICY NUMBER

 _____________________________________________________________________________
  COMPANY              AMOUNT               ISSUE DATE          POLICY NUMBER


                                                             TURN TO NEXT PAGE


   
VUL31345ST 1-98
    


USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

13    CHILD RIDER  (AVAILABLE FOR CHILDREN AGE 17 AND UNDER;  NOT AVAILABLE IN
      HAWAII)

Complete  this  section if you are  requesting  Child  Rider  coverage on your
policy.  Complete questions about children in Section 18 of Part II, Statement
of Health. Family members who are not listed will not be covered.

NOTE:  UNLESS  OTHERWISE  DESIGNATED UNDER SECTION 20, SPECIAL  REQUESTS,  THE
BENEFICIARY  FOR THIS INSURANCE  WILL BE THE PROPOSED  INSURED UNDER THE BASIC
POLICY.

14    AVOCATION

Complete this section for all persons to be covered under the basic policy and
Child Rider.

Please  give  details   regarding  the  type  of  activity  and  frequency  of
participation.

15    FOREIGN RESIDENCE / TRAVEL

Complete this section for all persons to be covered under the basic policy and
Child Rider.

This question applies to active duty personnel as well as to civilians. Do not
include  vacation  travel of 30 days or less to  Europe,  Canada,  Mexico,  or
Japan.

16    AVIATION

Complete this section for all persons to be covered under the basic policy and
Child Rider.

Please give details regarding type of aircraft,  FAA certificate  type(s), and
hours flown.

17    DRIVING HISTORY

Complete this section for all persons to be covered under the basic policy and
Child Rider.

Please provide details regarding driving history for the past five years.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

13    CHILD RIDER (ATTACH A SEPARATE SHEET IF MORE SPACE IS REQUIRED)

IF COVERAGE IS NOT REQUIRED, PROCEED TO THE NEXT QUESTION.

1.    CHILD'S NAME              SEX: [ ]M  [ ]F    BIRTH DATE: MO DAY YR
      ________________________________________________________________________

      SOCIAL SECURITY NUMBER     HEIGHT (FT/IN)  WEIGHT (LBS) 
      ________________________________________________________________________

      AMOUNT OF LIFE INSURANCE NOW IN FORCE
      ________________________________________________________________________

2.    CHILD'S NAME              SEX: [ ]M  [ ]F    BIRTH DATE: MO DAY YR
      ________________________________________________________________________

      SOCIAL SECURITY NUMBER     HEIGHT (FT/IN)  WEIGHT (LBS) 
      ________________________________________________________________________

      AMOUNT OF LIFE INSURANCE NOW IN FORCE
      ________________________________________________________________________

3.    CHILD'S NAME              SEX: [ ]M  [ ]F    BIRTH DATE: MO DAY YR
      ________________________________________________________________________

      SOCIAL SECURITY NUMBER     HEIGHT (FT/IN)  WEIGHT (LBS) 
      ________________________________________________________________________

      AMOUNT OF LIFE INSURANCE NOW IN FORCE
      ________________________________________________________________________

14    AVOCATION

Has any Proposed  Insured ever  participated  in or does any Proposed  Insured
plan to participate in (within the next 12 months) any of the following:
[ ] Yes [ ] No

IF YES, CHECK ALL THAT APPLY AND PROVIDE DETAILS BELOW.

      [ ]   AUTOMOBILE RACING
      [ ]   SKYDIVING
      [ ]   ROCK OR MOUNTAIN CLIMBING
      [ ]   POWERBOAT RACING
      [ ]   ULTRALIGHT FLYING
      [ ]   MOTORCYCLE RACING
      [ ]   HANG GLIDING
      [ ]   SCUBA DIVING
      [ ]   BALLOONING

 PROPOSED INSURED                AVOCATION                 TIMES PER MONTH
 _____________________________________________________________________________

 DETAILS (SPEEDS ATTAINED,  DEPTHS/HEIGHTS REACHED, ETC.)
 _____________________________________________________________________________

 PROPOSED INSURED     AVOCATION      TIMES PER MONTH
 _____________________________________________________________________________

 DETAILS (SPEEDS ATTAINED,  DEPTHS/HEIGHTS REACHED, ETC.)
 _____________________________________________________________________________

15    FOREIGN RESIDENCE / TRAVEL

Do any of the  Proposed  Insureds  plan to  travel  to or  reside in a foreign
country within the next 12 months? [ ] Yes [ ] No

IF YES, PROVIDE DETAILS AS INDICATED BELOW.

 _____________________________________________________________________________
 PROPOSED INSURED    COUNTRY NAME       PURPOSE OF VISIT       LENGTH OF  STAY

 _____________________________________________________________________________
 PROPOSED INSURED    COUNTRY NAME       PURPOSE OF VISIT       LENGTH OF  STAY

16.   AVIATION

Has any Proposed  Insured ever flown or does any Proposed  Insured plan to fly
in the next 24 months as a pilot,  crew  member,  student,  or in any capacity
other than as a passenger? [ ] Yes [ ] No

IF YES, COMPLETE THE FOLLOWING.

 ACTIVE DUTY OR RESERVE         BRANCH OF SERVICE        MAJOR COMMAND (AMC,
                                                         ACC, etc.)
 _____________________________________________________________________________

 TYPE(S) OF AIRCRAFT   [ ] PILOT    [ ] CREW MEMBER
 _____________________________________________________________________________

 HOURS FLOWN:  NEXT 12 MOS.      LAST 12 MOS.      13-24 MOS. AGO
 _____________________________________________________________________________

COMMERCIAL
 _____________________________________________________________________________

 TYPE(S) OF AIRCRAFT   [ ] PILOT    [ ] CREW MEMBER
 _____________________________________________________________________________

 HOURS FLOWN:  NEXT 12 MOS.      LAST 12 MOS.      13-24 MOS. AGO
 _____________________________________________________________________________

 CIVILIAN PLEASURE
 _____________________________________________________________________________

 TYPE(S) OF AIRCRAFT   [ ] PILOT    [ ] CREW MEMBER
 _____________________________________________________________________________

 HOURS FLOWN:  NEXT 12 MOS.      LAST 12 MOS.      13-24 MOS. AGO
 _____________________________________________________________________________

TOTAL HOURS FLOWN WHILE IN CHARGE OF AN AIRCRAFT: _____ MILITARY _____CIVILIAN

If aviation participation requires a restriction for the base policy, which do
you prefer?
   [ ] Pay additional premium   [ ] Have policy contain an Aviation Exclusion
                                    except when traveling as a passenger

NOTE:  THE ABOVE OPTIONS DO NOT APPLY TO THE  ACCIDENTAL  DEATH  BENEFIT.  THE
AVIATION EXCLUSION FOR THAT BENEFIT CANNOT BE WAIVED.

17    DRIVING HISTORY

Within the last five years, has any Proposed Insured been convicted of Driving
While Intoxicated, Driving Under the Influence, two or more moving violations,
or had a driver's license suspended or revoked? [ ] Yes [ ] No

IF YES, PROVIDE DETAILS AS INDICATED BELOW.

 ____________________________________________________________________________
 PROPOSED INSURED    DATE      VIOLATION TYPE    DETAILS (SPEED, LENGTH OF 
                                                 SUSPENSION/REVOCATION, ETC.)

 ____________________________________________________________________________
 PROPOSED INSURED    DATE      VIOLATION TYPE    DETAILS (SPEED, LENGTH OF 
                                                 SUSPENSION/REVOCATION, ETC.)


                                                            TURN TO NEXT PAGE.

   
VUL31345ST 1-98
    

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST



<PAGE>

                       PERSONAL PROFILE - PART II GUIDE

18    STATEMENT OF HEALTH

Complete this section for all persons to be covered under the basic policy and
Child Rider.

Depending  upon your age, the amount of coverage  for which you are  applying,
and your health  history,  certain  medical tests will need to be performed to
underwrite your insurance.  USAA Life will have a paramedical  service contact
you to schedule the appointment.  

We will pay for  anything  we  request.  If you  would  like to  expedite  the
process, please call your Account Representative.

ATTENTION APO/FPO:
You will not be  contacted  by a  paramedical  service.  If tests or exams are
indicated,  please have a physician  complete the enclosed Medical  Examiner's
Report.


19    MEDICAL DETAILS

Please list details to questions  answered  "YES" in the  Statement of Health.
Attach a separate sheet if more space is required.

<PAGE>

                          PERSONAL PROFILE - PART II

18    STATEMENT OF HEALTH

(COMPLETE  THIS SECTION FOR ALL PROPOSED  INSUREDS  INCLUDING ANY PERSON TO BE
COVERED BY THE CHILD RIDER)


Give full details of any "YES" answers to questions #3 or #4.  Include  dates,
name of Proposed Insured, name and address of physician consulted,  reason for
visit, type of treatment, and any medication prescribed in the MEDICAL DETAILS
section listed below.

1.    Height and weight of Proposed Insured.  ___ Feet  ___ Inches  ___ Lbs.

2.    Has there been any change in weight during the last 12 months?
      [ ] Yes [ ] No   If yes, indicate gain or  loss. Gain  ___ Lbs.
                                                       Loss  ___ Lbs.

3.    Has any Proposed Insured under the basic policy or under
      the Child Rider ever:                                        YES   NO
A.    Had a life or health insurance application declined,
      postponed, modified or rated?                                [ ]   [ ]
B.    Had or been treated by a physician or consulted with a
      health advisor for any of the following:
      1.    Disorder of eyes, ears, nose or throat?                [ ]   [ ]
      2.    High blood pressure, chest pain, heart attack, or
            other cardiovascular disorder?                         [ ]   [ ]
      3.    Disorder of the kidney, genitourinary tract, or
            reproductive system?                                   [ ]   [ ]
      4.    Diabetes, hyperthyroidism, or other endocrine gland
            disorder?                                              [ ]   [ ]
      5.    Ulcers, hepatitis, disorder of pancreas, liver, or
            intestines?                                            [ ]   [ ]
      6.    Cancer, tumors, arthritis, disorder of the bones or
            joints, or connective tissue disease?                  [ ]   [ ]
      7.    Disorder of the blood, lymph glands, or respiratory
            system?                                                [ ]   [ ]
      8.    Mental, nervous system, or brain disorder?             [ ]   [ ]
      9.    Alcoholism or advised to reduce or discontinue the
            use of alcohol for health reasons?                     [ ]   [ ]
C.    Consulted for any other reason a physician or other
      physical or mental health advisor within the last five
      years?                                                       [ ]   [ ]
D.    Used marijuana, cocaine, heroin, barbiturates,
      hallucinogens, or amphetamines unless on the advice  of a
      physician?                                                   [ ]   [ ]
E.    Been diagnosed or treated by a physician for Acquired
      Immune Deficiency Syndrome (AIDS), AIDS-related complex
      (ARC), or AIDS-related condition?                            [ ]   [ ]
F.    Been diagnosed or treated by a physician for any other
      sexually transmitted disease (other than  AIDS/ARC)?

4.    Did mother or father of any Proposed Insured die before
      age 60 of cardiovascular disease or cancer?                  [ ]   [ ]


19    MEDICAL DETAILS (ATTACH A SEPARATE SHEET IF MORE SPACE IS REQUIRED)

 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON
 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION
 _____________________________________________________________________________

 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON
 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION
 _____________________________________________________________________________

 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON
 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION
 _____________________________________________________________________________

 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON
 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION
 _____________________________________________________________________________

 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON
 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION
 _____________________________________________________________________________

 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON
 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION
 _____________________________________________________________________________

 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON
 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION
 _____________________________________________________________________________

20    SPECIAL REQUESTS (WRITE IN ANY SPECIAL INSTRUCTIONS HERE)

 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________

          NOW READ AND SIGN AUTHORIZATION IN PART III.  SEE NEXT PAGE.

   
VUL31345ST  1-98
    


USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

   
                                                                    31345-0198
                                                                    ----------
                                                                        ST
    

<PAGE>

                           PART III - AUTHORIZATION

HOME OFFICE ADDITIONS AND CORRECTIONS (DO NOT WRITE IN THIS SPACE)

No change in age at issue, plan of insurance, amount, risk classification,  or
benefits  shall be  effective  unless  agreed to in  writing  by the  Proposed
Insured and the Applicant if other than the Proposed Insured.

TELEPHONE PRIVILEGES

You may change premium payment allocation, request partial surrenders, request
loans, and request transfers  between variable fund accounts by telephone.  If
you want to decline the right to conduct  this type of business by  telephone,
please check this box.

 ____ DECLINE

               CONDITIONS RELATING TO THIS APPLICATION / NOTICES

The Proposed  Insured and the Applicant,  if other than the Proposed  Insured,
represent that all statements and answers  contained in this  application  are
complete and true and are offered as consideration  for the insurance  applied
for. It is expressly agreed that:

1. The  company is  authorized  to amend this  application  by an  appropriate
notation in the space  designated  HOME OFFICE  ADDITIONS AND  CORRECTIONS  in
order to correct any apparent errors or omissions.  However,  no change in age
at issue, plan of insurance, amount, risk classification, or benefits shall be
effective  unless  agreed  to in  writing  by the  Proposed  Insured  and  the
Applicant if other than the Proposed  Insured.  The  acceptance  of any policy
issued as a result of this application  shall constitute an acceptance of such
amendments  as  well  as  the  acceptance  of  the  beneficiary   designation,
ownership, and method of payment of the proceeds of such policy.

2. The initial  premium  payment is held by the Company in its general account
while your application is being  considered.  During this time no earnings are
credited to an Account for you. If your  application is accepted,  the premium
will be transferred to the Variable Fund Accounts as provided in the policy.

3. The  company  shall  incur no  liability  under this  application  prior to
delivery of the policy unless and until all conditions expressed hereafter are
met:

(a) an amount  equal to the first full  premium  for the method of payment you
selected is received by the company, and

(b) all underwriting requirements, including any medical examinations required
by the company's rules, are complete.

If the Proposed Insured is an acceptable risk for insurance exactly as applied
for without  modification of plan,  premium rate, or amount of insurance under
the company's rules and practices, then the insurance under the policy applied
for shall become effective on the latest of: the date the company receives the
application,  the date of completion of all underwriting requirements,  or any
date of issue requested in the application. If any of the above conditions are
not met, the  liability  of the company  shall be limited to the return of the
premium  submitted.  PRIOR TO DELIVERY  OF THE  POLICY,  THE COMPANY 5 MAXIMUM
LIABILITY  UNDER  THIS  APPLICATION  SHALL  NOT  EXCEED  $200,000,   INCLUDING
ACCIDENTAL DEATH BENEFIT.


   
VUL31345ST  1-98
    

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

   
                                                                    31345-0198
                                                                    ----------
                                                                        ST
    

<PAGE>


                            PART III AUTHORIZATION

I hereby authorize any licensed  physician,  medical  practitioner,  hospital,
clinic, or medically related facility,  insurance company, Medical Information
Bureau, or any other organization, institution, or person that has any records
or knowledge of me or my health or that of any child to be insured, to provide
USAA Life Insurance Company any such information,  including information about
AIDS, HIV, drugs, alcoholism, or mental illness. I further authorize USAA Life
Insurance Company to release any information obtained by this authorization to
its  reinsurers,  to the  Medical  Information  Bureau,  and  other  insurance
companies  with  which I have  policies  or to which I may apply or to which a
claim for benefits may be  submitted,  and to other  persons or  organizations
performing  business or legal  services in connection  with my  application or
claim.  I agree that this  authorization  will remain in force for 2 1/2 years
from its date and that a reproduction shall be as valid as the original.

I authorize the company to obtain an  investigative  consumer  report on me or
any child to be insured and elect the  opportunity to be interviewed if such a
report is prepared.

I have read and understand the above authorization. I also acknowledge receipt
and review of the Notice of Privacy and Disclosure  practices  attached to the
application envelope.

I have  received and read the  prospectus  for this  Variable  Universal  Life
contract including the prospectuses for the underlying Funds. I understand the
objectives  of the  Variable  Universal  Life  accounts  as  explained  in the
prospectus and have determined  that my allocations  are suitable  investments
based upon my needs and  financial  situation.  

I understand  that the premium  payment  value  allocated to the Variable Fund
Accounts may increase or decrease and is not guaranteed as to a dollar amount.


NOTE: The following  certification is required by the Internal Revenue Service
(IRS), and does not affect your insurability.

CERTIFICATION - Under penalties of perjury I certify that:

1.The number shown on this form is my correct taxpayer  identification  number
(or I am waiting for a number to be issued to me), and

2. I am not  subject  to  backup  withholding  either  because I have not been
notified by the  Internal  Revenue  Service  (IRS) that I am subject to backup
withholding as a result of failure to report all interest or dividends, or the
IRS has notified me that I am no longer  subject to backup  withholding  (does
not apply to real estate transactions,  mortgage interest paid the acquisition
or  abandonment  of  secured   contributions   to  an  individual   retirement
arrangement (IRA), and payments other than interest and dividends).

CERTIFICATION  INSTRUCTIONS  - You must  cross  out item (2) above if you have
been notified by the IRS that you are currently subject to backup  withholding
because of  underreporting  interest or dividends on your tax return.  The IRS
does not require your consent to any provision of this document other than the
certifications required to avoid backup withholding.


DATED AT _________________________ THIS ______ DAY OF _________________, 19____
           CITY            STATE

 _____________________________________________
 SIGNATURE OF PROPOSED INSURED OF BASIC POLICY
 (PARENT IF UNDER 15)

 _____________________________________________
 SIGNATURE OF POLICYOWNER IF OTHER THAN
 PROPOSED INSURED

 _____________________________________________
 SIGNATURE OF WITNESS (A NOTARY IS NOT
 REQUIRED)

 USAA LIFE USE ONLY

 _____________________________________________
 SIGNATURE OF AGENT

 _____________________________________________               _____________
 SIGNATURE OF REGISTERED PRINCIPAL                           DATE

   
VUL31345ST  1-98
    

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

   
                                                                    31345-0198
                                                                    ----------
                                                                        ST
    


<PAGE>

                      THIS PAGE LEFT BLANK INTENTIONALLY


                                                                    31345-0198
                                                                    ----------
                                                                        ST



                                                         EXHIBIT 1.(10)(a)(ii)

(USAA LOGO (R)) USAA LIFE INSURANCE COMPANY

                                                               APPLICATION FOR
                                                  LIFE INSURANCE POLICY CHANGE
                                     1-800-292-8444 o  In San Antonio 456-9050

Please complete entire application unless otherwise indicated.
 -----------------------------------------------------------------------------
      1     CHANGE REQUESTED
 -----------------------------------------------------------------------------

FOR CONTRACT / POLICY NUMBER __________________________________

INCREASE COVERAGE:
   [ ] Increase coverage to $______________
   [ ] Increase Accidental Death Benefit to $_______________
   [ ] Increase Child Rider to $___________
   (PLEASE COMPLETE SECTIONS 5 THROUGH 8 AND THE PERSONAL PROFILE STATEMENT OF
    HEALTH.)

OPTION CHANGE:

   [ ] Change Universal Life Option from A to B (known as Flexible Premium
       Adjustable Life in DC, GA, IL, IN, MD, PA, TN, and VA)
   [ ] Change Variable Universal Life Option from A to B (known as Flexible
       Premium Variable Life in DC, GA, IL, IN, MD, PA, TN, and VA)

ADD OPTIONAL BENEFITS:

   [ ] DISABILITY  WAIVER OF PREMIUM.  NOT  AVAILABLE  FOR  UNIVERSAL  LIFE OR
       VARIABLE  UNIVERSAL  LIFE.  If you suffer an accident or illness  which
       results  in a covered  disability,  this  option  guarantees  that your
       premiums will be paid for you while you are disabled.

   [ ] WAIVER OF MONTHLY DEDUCTION.  AVAILABLE FOR UNIVERSAL LIFE AND VARIABLE
       UNIVERSAL LIFE. If you suffer an accident or illness which results in a
       covered disability,  this option guarantees that your cost of insurance
       will be paid for you while you are disabled.

   [ ] INCREASING COVERAGE BENEFIT (ICB).  AVAILABLE FOR ANNUAL RENEWABLE TERM
       (ART) ONLY. This optional benefit automatically increases your coverage
       by five  percent  each  year  up to a  maximum  of  $15,000  per  year,
       whichever  is less,  WITHOUT  having  to prove  insurability  ($225,000
       lifetime total  maximum).  There's no initial cost for this rider;  you
       pay only the additional  premium  amount for the five percent  increase
       when it is added to your policy each year.

   [ ] ACCIDENTAL  DEATH BENEFIT (ADB) OF  $___________.  AVAILABLE FOR ALL OF
       OUR  LIFE  INSURANCE  POLICIES.  If you die as a  result  of a  covered
       accident,  this option will pay your  beneficiary an ADDITIONAL  amount
       above the face amount you have  selected  for the policy.  The selected
       ADB can be up to a  maximum  of  $200,000,  or the face  amount  of the
       policy,  whichever  is less.  The premium for ADB is $.84 per $1,000 of
       coverage per year.

   [ ] CHILD RIDER FOR $__________. NOT AVAILABLE FOR SEVEN-YEAR TERM. An easy
       way to provide coverage for your child(ren). This rider is available in
       $1,000  increments  from $2,000 to a maximum of  $25,000.  The cost for
       this rider is $6 per $1,000 of coverage per year.  Premiums  remain the
       same,  regardless  of the  number of  children  covered.  The  Proposed
       Insured  must be age 20 through 55 to select  the Child  Rider  option.
       (PLEASE  COMPLETE  SECTIONS  5  THROUGH  8  AND  THE  PERSONAL  PROFILE
       STATEMENT OF HEALTH.)

   [ ] SPOUSE RIDER. AVAILABLE ON MOST TERM LIFE INSURANCE POLICIES.  Provides
       annual  renewable  term or level  term  coverage  on the  spouse of the
       primary insured at a generally lower cost than a separate policy.  (YOU
       SHOULD  COMPLETE  THIS  APPLICATION  AND HAVE YOUR SPOUSE  COMPLETE THE
       SEPARATE SPOUSE RIDER APPLICATION.)

   [ ] ANNUAL RENEWABLE TERM (ART) RIDER OF $ __________.  AVAILABLE FOR WHOLE
       LIFE  ONLY.  The ART  Rider  allows  you to  purchase  additional  term
       coverage at a generally lower cost than a separate policy.

PREMIUM RATING REVIEW [ ]
OTHER:  [ ] Increase Planned Periodic Payment To: $ _________________________
            (Universal Life/FPAL or Variable Universal Life/FPVL only)
        [ ] _________________________________________________________________.

 -----------------------------------------------------------------------------
      2     PROPOSED INSURED (PLEASE PRINT OR TYPE)
 -----------------------------------------------------------------------------
 NAME: FIRST        MIDDLE        LAST        BIRTH DATE:  MO   DAY  YR
 ____________________________________________|________________/_____/________
 SOCIAL SECURITY NUMBER   USAA NUMBER (IF ANY)  DRIVER'S LICENSE NUMBER AND 
                                                STATE OF ISSUE
 ________________________|_____________________|_____________________________
 OCCUPATION                                     ANNUAL INCOME
 ______________________________________________|$____________________________
 -----------------------------------------------------------------------------
      3     TOBACCO USE  (PLEASE  LIST  DETAILS  FOR EACH "YES"  ANSWER IN THE
            SPACE PROVIDED BELOW)
 -----------------------------------------------------------------------------
A.  Has the  Proposed  Insured  smoked one or more  cigarettes  in the last 12
    months? [ ] Yes   [ ] No
B.  Has the  Proposed  Insured  used any  other  form of  tobacco  or  tobacco
    surrogate in the last 12 months? [ ] Yes   [ ] No
C.  Has the Proposed Insured ever used any form of tobacco? [ ] Yes   [ ] No

 ____|___________________|______________
 TYPE AVERAGE DAILY USAGE DATE LAST USED
 ____|___________________|______________
 TYPE AVERAGE DAILY USAGE DATE LAST USED
 ____|___________________|______________
 TYPE AVERAGE DAILY USAGE DATE LAST USED
 ____|___________________|______________
 TYPE AVERAGE DAILY USAGE DATE LAST USED


                                                                    31571-0198
LAP31571ST 1-98                                                     ----------
                                                                        ST

USAA LIFE INSURANCE COMPANY 9800 FREDERICKSBURG ROAD SAN ANTONIO, TEXAS 78288

<PAGE>

 -----------------------------------------------------------------------------
      4     REPLACEMENT
 -----------------------------------------------------------------------------

Is this  application  for  insurance  intended  to  replace or modify any life
insurance or annuities now in force on the life of any Proposed Insured? (This
information is required by state regulations.)  [ ] NO  [ ] YES IF YES, PLEASE
LIST EACH POLICY TO BE REPLACED.

 _____________________________________________________________________________
 COMPANY                 AMOUNT             ISSUE DATE           POLICY NUMBER

 _____________________________________________________________________________
 COMPANY                 AMOUNT             ISSUE DATE           POLICY NUMBER

 -----------------------------------------------------------------------------
      5     CHILD  RIDER  (AVAILABLE  FOR  CHILDREN  AGE  17  AND  UNDER;  NOT
            AVAILABLE IN HAWAII)
 -----------------------------------------------------------------------------
 If coverage is not desired, proceed to Question 6

<TABLE>
<S>               <C>                     <C>                        <C>      <C>     <C>
    CHILD'S NAME  BIRTH DATE: MO/DAY/YR   SOCIAL SECURITY NUMBER     HEIGHT    WEIGHT   AMOUNT OF LIFE
                                                                                        INSURANCE NOW
                                                                                           IN FORCE
 1.______________|______/______/________|_________________________|__FT  __IN |___LBS |_______________
 2.______________|______/______/________|_________________________|__FT  __IN |___LBS |_______________
 3.______________|______/______/________|_________________________|__FT  __IN |___LBS |_______________
</TABLE>

 -----------------------------------------------------------------------------
      6     AVOCATION
 -----------------------------------------------------------------------------
Complete this section for all persons  covered,  including those covered under
the Child Rider.  Has any Proposed  Insured ever  participated  in or does any
Proposed Insured plan to participate in (within the next 12 months) any of the
following:  [ ] No   [ ] Yes  IF YES, CHECK ALL THAT APPLY AND PROVIDE DETAILS
BELOW.

  [ ] AUTOMOBILE RACING  [ ] ROCK OR MOUNTAIN CLIMBING  [ ] ULTRALIGHT FLYING
  [ ] HANG GLIDING       [ ] BALLOONING
  [ ] SKYDIVING          [ ] POWERBOAT RACING           [ ] MOTORCYCLE RACING
  [ ] SCUBA DIVING

 _____________________________________________________________________________
 PROPOSED INSURED    AVOCATION    TIMES PER MONTH    DETAILS (SPEEDS ATTAINED,
                                                 DEPTHS/HEIGHTS REACHED, ETC.)
 _____________________________________________________________________________
 PROPOSED INSURED    AVOCATION    TIMES PER MONTH    DETAILS (SPEEDS ATTAINED,
                                                 DEPTHS/HEIGHTS REACHED, ETC.)
 -----------------------------------------------------------------------------
      7     FOREIGN RESIDENCE / TRAVEL
 -----------------------------------------------------------------------------
Complete this section for all persons  covered,  including those covered under
the Child Rider. This questions applies to active duty personnel as well as to
civilians.  Do not  include  vacation  travel  of 30 days  or less to  Europe,
Canada, Mexico or Japan.

Do any of the Proposed  Insureds plan to travel or reside in a foreign country
within the next 12 months? [ ] No   [ ] Yes
IF YES, PROVIDE DETAILS AS INDICATED BELOW.

 _____________________________________________________________________________
 PROPOSED INSURED      COUNTRY NAME      PURPOSE OF VISIT      LENGTH OF STAY
 _____________________________________________________________________________
 PROPOSED INSURED      COUNTRY NAME      PURPOSE OF VISIT      LENGTH OF STAY
 -----------------------------------------------------------------------------
      8     AVIATION
 -----------------------------------------------------------------------------
Complete this section for all persons  covered,  including those covered under
the Child Rider.  Please give name of Proposed  Insured and details  regarding
type of aircraft, FAA certificate type(s), and hours flown.

Has the Proposed  Insured ever flown or does any Proposed  Insured plan to fly
in the next 24 months as a pilot,  crew  member,  student,  or in any capacity
other than as a passenger?  [ ] NO   [ ] YES   IF YES, COMPLETE THE FOLLOWING.

<TABLE>
<S>                                                                                            <C>
 NAME OF PROPOSED INSURED:                                                                     HOURS FLOWN
 ____________________________________________________________________________________________________________________
 ACTIVE DUTY OR RESERVE    BRANCH OF SERVICE    MAJOR COMMAND    TYPE(S) OF AIRCRAFT    NEXT 12   LAST 12   13-24 MOS
                                                                                        MONTHS    MONTHS        AGO
                                                                     [ ] PILOT
                                                                     [ ] CREW MEMBER
 ________________________|___________________|________________|_______________________|_________|_________|__________
 COMMERCIAL                                                          [ ] PILOT
                                                                     [ ] CREW MEMBER
 _____________________________________________________________|_______________________|_________|_________|__________
 CIVILIAN  PLEASURE                                                  [ ] PILOT
                                                                     [ ] CREW MEMBER
 _____________________________________________________________|_______________________|_________|_________|__________
</TABLE>
 TOTAL HOURS FLOWN WHILE IN CHARGE OF AN AIRCRAFT: ____ MILITARY ____ CIVILIAN
 If aviation participation requires a restriction for the additional coverage,
 which do you prefer?
      []    Pay additional premium
      []    Have policy contain an Aviation Exclusion except when traveling as
            a passenger.

 NOTE: THE ABOVE OPTIONS DO NOT APPLY TO THE  ACCIDENTAL  DEATH  BENEFIT.  THE
 AVIATION EXCLUSION FOR THAT BENEFIT CANNOT BE WAIVED.


                                                                    31571-0198
LAP31571ST 1-98                                                     ----------
                                                                        ST

USAA LIFE INSURANCE COMPANY 9800 FREDERICKSBURG ROAD SAN ANTONIO, TEXAS 78288

<PAGE>

PERSONAL PROFILE
 -----------------------------------------------------------------------------
      STATEMENT OF HEALTH  (COMPLETE  THIS  SECTION FOR ALL PROPOSED  INSURERS
      INCLUDING ANY PERSON TO BE COVERED BY THE CHILD RIDER)
 -----------------------------------------------------------------------------
Give full details of any "YES" answers to questions #3 or #4.  Include  dates,
name of Proposed Insured, name and address of physician consulted,  reason for
visit, type of treatment, and any medication prescribed in the MEDICAL DETAILS
section listed below.

1.    Height and weight of  Proposed  Insured.  _______  Feet  _______  Inches
      _______ Lbs.
2.    Has there been any change in weight during the last 12 months?
      [ ] Yes [ ] No   If yes, please explain. Gain: ____ Lbs. Loss: ____ Lbs.
3.    Has any Proposed Insured under the basic policy or under the Child Rider
      ever:                                                          YES    NO
      A.    Had a life or health insurance  application declined,
            postponed, modified or rated?                            [ ]   [ ]
      B.    Had or been treated by a physician or consulted  with
            a health advisor for any of the following:
            1.    Disorder of eyes, ears, nose or throat?            [ ]   [ ]
            2.    High blood pressure,  chest pain,  heart attack
                  or other cardiovascular disorder?                  [ ]   [ ]
            3.    Disorder of the kidney, genitourinary tract, or
                  reproductive system?                               [ ]   [ ]
            4.    Diabetes,  hyperthyroidism  or other  endocrine
                  gland disorder?                                    [ ]   [ ]
            5.    Ulcers, hepatitis,  disorder of pancreas, liver
                  or intestines?                                     [ ]   [ ]
            6.    Cancer,  tumors,  arthritis,  disorder  of  the
                  bones or joints, or connective tissue disease?     [ ]   [ ]
            7.    Disorder   of  the  blood,   lymph   glands  or
                  respiratory system?                                [ ]   [ ]
            8.    Mental, nervous system, or brain disorder?         [ ]   [ ]
            9.    Alcoholism or advised to reduce or  discontinue
                  the use of alcohol for health reasons?             [ ]   [ ]
      C.    Consulted  for any other  reason a physician or other
            physical  or mental  health  advisor  within the last
            five years?                                              [ ]   [ ]
      D.    Used  marijuana,   cocaine,   heroin,   barbiturates,
            hallucinogens or amphetamines unless on the advice of
            a physician?                                             [ ]   [ ]
      E.    Been diagnosed or treated by a physician for Acquired
            Immune  Deficiency   Syndrome  (AIDS),   AIDS-related
            complex (ARC), or AIDS-related condition?                [ ]   [ ]
      F.    Been  diagnosed  or  treated by a  physician  for any
            other  sexually   transmitted   disease  (other  than
            AIDS/ARC)?                                               [ ]   [ ]
4.    Did mother or father of any Proposed Insured die before age
      60 of cardiovascular disease?                                  [ ]   [ ]

 -----------------------------------------------------------------------------
      MEDICAL DETAILS (ATTACH A SEPARATE SHEET IF MORE SPACE IS REQUIRED)
 -----------------------------------------------------------------------------

 QUESTION #          PROPOSED INSURED         VISIT DATE          VISIT REASON
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________

 DOCTOR'S NAME/ADDRESS                 TREATMENT                    MEDICATION
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________

 -----------------------------------------------------------------------------
      SPECIAL REQUESTS (WRITE IN ANY SPECIAL INSTRUCTIONS HERE)
 -----------------------------------------------------------------------------
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________


                                                                    31571-0198
LAP31571ST 1-98                                                     ----------
                                                                        ST

USAA LIFE INSURANCE COMPANY 9800 FREDERICKSBURG ROAD SAN ANTONIO, TEXAS 78288

<PAGE>

AUTHORIZATION

 -----------------------------------------------------------------------------
      HOME OFFICE ADDITIONS AND CORRECTIONS (DO NOT WRITE IN THIS SPACE)
 -----------------------------------------------------------------------------
No change in age at issue, plan of insurance, amount, risk classification,  or
benefits  shall be  effective  unless  agreed to in  writing  by the  Proposed
Insured and the applicant it other than the Proposed Insured.

 -----------------------------------------------------------------------------
      CONDITIONS RELATING TO THIS APPLICATION / NOTICES
 -----------------------------------------------------------------------------
The Proposed  Insured and the applicant,  if other than the Proposed In sured,
represent that all statements and answers  contained in this  application  are
complete and true as written to the best of their knowledge and belief and are
offered as consideration for the insurance applied for. It is expressly agreed
that:

1. The  company is  authorized  to amend this  application  by an  appropriate
notation in the space  designated  HOME OFFICE  ADDITIONS AND  CORRECTIONS  in
order to correct any apparent errors or omissions.  However,  no change in age
at issue, plan of insurance, amount, risk classification, or benefits shall be
effective  unless  agreed  to in  writing  by the  Proposed  Insured  and  the
applicant if other than the Proposed Insured.  The acceptance of any insurance
issued as a result of this application  shall constitute an acceptance of such
amendments.

2. The  company  shall  incur no  liability  under this  application  prior to
delivery of written  confirmation  of coverage unless and until all conditions
expressed hereinafter are met:

(a) an amount  equal to the first full  premium  for the method of payment you
selected is received by the company, and

(b) all  underwriting  requirements,  including  any medical  examinations  re
quired by the company's rules are complete.

If the Proposed  Insured is an  acceptable  risk for  insurance  exactly as ap
plied for without  modification of plan,  premium rate, or amount of insurance
under the company's rules and practices, then the insurance under the coverage
applied  for shall  become  effective  on the latest of: the date the  company
receives  the  application,   the  date  of  completion  of  all  underwriting
requirements, or any date of issue requested in the application. If any of the
above conditions are not met, the liability of the company shall be limited to
the return of the premium submitted. PRIOR TO DELIVERY OF WRITTEN CONFIRMATION
OF COVERAGE,  THE COMPANY'S MAXIMUM LIABILITY UNDER THIS APPLICATION SHALL NOT
EXCEED $200,000, INCLUDING ACCIDENTAL DEATH BENEFIT.

 -----------------------------------------------------------------------------
      AUTHORIZATION
 -----------------------------------------------------------------------------

I hereby authorize any licensed  physician,  medical  practitioner,  hospital,
clinic, or medically-related facility,  insurance company, Medical Information
Bureau, or any other organization, institution, or person that has any records
or knowledge of me or my health or that of any child to be insured, to provide
USAA Life Insurance Company any such information,  including information about
AIDS, HIV, drugs, alcoholism, or mental illness. I further authorize USAA Life
Insurance Company to release any information obtained by this authorization to
its  reinsurers,  to the  Medical  Information  Bureau,  and  other  insurance
companies  with  which I have  policies  or to which I may apply or to which a
claim for benefits may be  submitted,  and to other  persons or  organizations
performing  business or legal  services in connection  with my  application or
claim.  I agree that this  authorization  will remain in force for 2 1/2 years
from its date and that a reproduction shall be as valid as the original.

I authorize the company to obtain an  investigative  consumer  report on me or
any child to be insured and elect the  opportunity to be interviewed if such a
report is prepared.

I agree that any new insurance coverage issued as a result of this application
will be subject to the suicide and  contestability  provisions  of my existing
contract, beginning on the effective date of such new insurance coverage.

I have read and understand the above authorization. I also acknowledge receipt
and review of the Notice of Privacy and Disclosure  practices  attached to the
application envelope.

NOTE: The following  certification is required by the Internal Revenue Service
(IRS) and does not affect your insurability.

CERTIFICATION - Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer  identification number
(or I am waiting for a number to be issued to me), AND

2. I am not  subject  to  backup  withholding  either  because I have not been
notified by the  Internal  Revenue  Service  (IRS) that I am subject to backup
withholding as a result of failure to report all interest or dividends, or the
IRS has notified me that I am no longer  subject to backup  withholding  (does
not apply to real estate transactions, mortgage interest paid, the acquisition
or abandonment of secured property,  contributions to an individual retirement
arrangement (IRA), and payments other than interest and dividends).

CERTIFICATION  INSTRUCTIONS  - You must  cross  out item (2) above if you have
been  notified  by IRS that you are  currently  subject to backup  withholding
because of  underreporting  interest or dividends on your tax return.  The IRS
does not require your consent to any provision of this document other than the
certifications required to avoid backup withholding.


DATED AT__________________THIS___________DAY OF___________________,___________
           CITY      STATE                                            YEAR
 _____________________________________________________________________________
 SIGNATURE OF PROPOSED INSURED OF BASIC POLICY (PARENT IF UNDER 15)

 _____________________________________________________________________________
 SIGNATURE OF WITNESS (A NOTARY IS NOT REQUIRED)

 _____________________________________________________________________________
 SIGNATURE OF POLICYOWNER IF OTHER THAN PROPOSED INSURED

                                                                    31571-0198
LAP31571ST 1-98                                                     ----------
                                                                        ST

USAA LIFE INSURANCE COMPANY 9800 FREDERICKSBURG ROAD SAN ANTONIO, TEXAS 78288


                                                             EXHIBIT 1.(10)(b)

[USAA LOGO] USAA LIFE INSURANCE COMPANY

           AGREEMENT FOR EXCHANGE OF INSURANCE AND ANNUITY CONTRACTS
                  UNDER SECTION 1035 OF INTERNAL REVENUE CODE

USAA/Policy Number ______________________

Social Security Number______________________

ATTACH THIS FORM AND YOUR CURRENT POLICY TO YOUR APPLICATION.

I _______________________________________, the undersigned, own the following:

   [ ] LIFE INSURANCE POLICY    [ ] ENDOWMENT POLICY    [ ] ANNUITY CONTRACT

<TABLE>
<S>                            <C>            <C>                      <C>
 POLICY (CONTRACT) NUMBER:     ISSUED BY:            ADDRESS:          ON THE LIFE OF:
 _________________________     __________     ____________________     _______________
 _________________________     __________     ____________________     _______________
 _________________________     __________     ____________________     _______________
</TABLE>

collectively  called "Old Policy(s)" which I hereby agree to exchange pursuant
to Section 1035 of the Internal Revenue Code for:

   [ ] A LIFE INSURANCE POLICY      [ ] AN ANNUITY CONTRACT

called "New Policy" on the life of the same insured named in the Old Policy(s)
if USAA LIFE INSURANCE  COMPANY ("USAA Life") approves my  application,  dated
________ for the New Policy and I accept it.

In consideration of USAA Life's furnishing this form and assisting me with the
exchange of  contracts  under  Section 1035 of the  Internal  Revenue  Code, I
hereby further represent and agree as follows:

AT THE TIME OF THE EXCHANGE,  IS THE OLD POLICY A MODIFIED  ENDOWMENT CONTRACT
(MEC) UNDER INTERNAL REVENUE CODE SECTION 7702A?

   [ ] YES      [ ] NO

1.    OWNERSHIP OF OLD POLICY
      I am the sole owner of the Old  Policy(s).  No other  person  (including
      fiduciaries  whether  or  not  court-appointed),  firm,  corporation  or
      governmental  unit has any legal or  equitable  claim or  interest in or
      against the Old Policy(s), except as follows (describe):

      NOTE: COLLATERAL ASSIGNEES, IRREVOCABLE BENEFICIARIES, ETC. MUST SIGN ON
      BACK OF FORM AS INDICATED.

2.    ABSOLUTE ASSIGNMENT OF OLD POLICY(S)
      I hereby  assign,  irrevocably  transfer  and deliver the Old  Policy(s)
      described  above to USAA LIFE  INSURANCE  COMPANY,  San Antonio,  Texas,
      Federal ID  #74-1472662,  together  with all right,  title and  interest
      therein  and  thereto.  My copy of this form is my  receipt  for the Old
      Policy(s).

3.    USAA LIFE WILL NOT PAY PREMIUMS ON OLD POLICY(S)
      I understand  and agree that USAA Life is not  obligated to and will not
      make any premium  payments on the Old  Policy(s).  Therefore,  I further
      agree for myself,  my heirs and assigns  that USAA Life is not liable if
      the Old Policy(s) lapses for non-payment of premiums.  I understand that
      if the Old Policy(s) is reassigned to me under the terms of Paragraph 5,
      and it has lapsed  because  premiums have not been paid, I can reinstate
      it only if the terms of the Old Policy(s) permit it to be reinstated.

4.    SURRENDER OF OLD POLICY(S)
      I understand and agree that:
      FOR A LIFE INSURANCE POLICY
      If USAA Life  approves and issues the New Policy,  and I accept it, USAA
      Life will  apply for the  surrender  of the Old  Policy(s)  for its cash
      value after the New Policy is delivered to me.
      As of the Surrender  Date,  if the Old Policy(s) is a life  insurance or
      endowment policy, it will no longer provide life insurance protection in
      the event of the insured's death.


                                                                    07117-0495
                                                                    ----------
                                                                     LLL600ST

<PAGE>

      If the insured under the Old Policy(s)  dies BEFORE the Surrender  Date,
      and USAA Life's Home Office is given written  notice of the death before
      the  Surrender  Date,  USAA Life will  reassign the Old Policy(s) to the
      owner or the owner's legal representative.  The beneficiary named in the
      Old  Policy(s) may then apply to the issuer of the Old Policy(s) for any
      death benefit available under the Old Policy(s). Upon such reassignment,
      USAA Life shall be discharged from all liability with respect to the Old
      Policy(s).  FURTHER, IN THIS SITUATION, USAA LIFE SHALL NOT BE OBLIGATED
      OR HAVE ANY LIABILITY TO PAY DEATH PROCEEDS TO ANY BENEFICIARY UNDER THE
      NEW POLICY EXCEPT TO THE EXTENT SAID PROCEEDS  EXCEED THE DEATH PROCEEDS
      OF THE OLD POLICY.

      If the insured dies ON or AFTER the Surrender Date, I understand that no
      death benefits will be available  under the Old Policy(s).  I understand
      that the cash values of the Old  Policy(s)  will be applied by USAA Life
      as a non-repeating premium under the New Policy.

      FOR AN ANNUITY CONTRACT
      If USAA Life approves my application, it will apply for the surrender of
      the Old Policy(s) for its cash value. Upon receipt of the cash proceeds,
      USAA Life will issue a New Policy for delivery to me.

      FOR ALL POLICIES
      USAA Life will apply the entire cash  surrender  value it receives  from
      the Old Policy(s) as a  non-repeating  premium for the New Policy issued
      by USAA Life.

5.    REASSIGNMENT OF OLD POLICY(S)
      In the event:

            o     USAA Life declines my application for the New Policy; or
            o     I refuse to accept the New Policy; or
            o     I return  the New  Policy to USAA  Life  under the Free Look
                  Provision of the New Policy; or
            o     The  insured  under  the  Old  Policy(s)   dies  BEFORE  the
                  Surrender  Date, and written notice of the death is given to
                  USAA Life's Home Office BEFORE the Surrender Date;

      then this Agreement  shall be null and void and USAA Life shall reassign
      the Old Policy(s) to me or my legal representative,  whereupon USAA Life
      shall have no further  obligation  with respect to the Old Policy(s).  I
      UNDERSTAND  THAT AFTER THE SURRENDER  DATE, THE OLD POLICY(S)  CANNOT BE
      RETURNED  TO ME AND THAT NO DEATH  BENEFIT  WILL BE PAID UNDER IT IF THE
      INSURED DIES.

6.    ACKNOWLEDGEMENT OF RESPONSIBILITY FOR TAX OBLIGATIONS
      I  understand  and  agree  that USAA  Life is  furnishing  this form and
      participating in this transaction at my specific request. Accordingly, I
      am not relying on USAA Life,  its agents or employees for any tax advice
      whatsoever with respect to this  transaction.  I understand that any tax
      obligations  resulting from this transaction are mine. Further, I assume
      any and all risk with respect to the  accomplishment  of a valid Section
      1035 exchange under the Internal Revenue Code.

      I also request that the surrendering  company send to USAA Life a report
      on any taxable gain or loss on Old Policy(s).

7.    COVERAGE OF NEW POLICY (LIFE INSURANCE ONLY)
      I understand that this Agreement creates no insurance.

8.    SIGNATURES

<TABLE>
<S>              <C>                                 <C> <C>
      Signed at  X_________________________________  On  X_____________________________
                          (City and State)                           (Date)
                 X_________________________________      X_____________________________
                              (Owner)                               (Witness)
                 X_________________________________      X_____________________________
                  (Irrevocable Beneficiary, if any)       (Collateral Assignee, if any)
</TABLE>

                      FOR USAA LIFE HOME OFFICE USE ONLY
   Received and recorded at the Home Office of USAA LIFE INSURANCE COMPANY:

Date: ________________________  By:___________________________________________
                                   Edward Ray Dinstel, Vice President  or
                                   Pattie McWilliams, Assistant Vice President


                                                                    07117-0495
                                                                    ----------
                                                                     LLL600ST


                                                                     EXHIBIT 2

[USAA LOGO]       USAA LIFE INSURANCE COMPANY
                 -------------------------------------------------------------


                                April 16, 1998

                 OPINION AND CONSENT OF COUNSEL REGARDING THE
                     LEGALITY OF THE SECURITIES REGISTERED

USAA Life Insurance Company
9800 Fredericksburg Road, C-3-W
San Antonio, Texas 78288

Dear Executives:

      This opinion is furnished in connection with the filing, with the United
States  Securities and Exchange  Commission,  by the Life  Insurance  Separate
Account ("Separate  Account") of the USAA Life Insurance Company ("USAA Life")
of a  Registration  Statement  under the Securities Act of 1933 (the "Act") on
Form S-6 (File No.  333-45343)  ("Registration  Statement")  of an  indefinite
amount  of units of  interest  ("Units")  in the  Separate  Account  funding a
flexible-premium  Variable  Universal Life  Insurance  Policy (form no. 31891)
(the "Policy").

      This Policy is intended to provide lifetime insurance  protection on the
insured's life. USAA Life will offer the Policy in the manner described in the
Prospectus included in the Registration Statement. USAA Life will allocate net
premiums  received  under a  Policy  to the  Separate  Account  to the  extent
directed by owners.

      I have examined all such  corporate  records of USAA Life and such other
documents and such laws as I consider  appropriate  as a basis for the opinion
hereinafter  expressed.  On the basis of such  examination,  it is my  opinion
that:

            1. USAA Life is a corporation  duly organized and validly existing
      under the laws of Texas.

            2. The Separate Account was duly created and is duly maintained by
      USAA Life  pursuant to the  provisions  of Sec. 2, Article  3.73, of the
      Texas Insurance Code.

            3. The assets of the Separate Account are owned by USAA Life. USAA
      Life is not a trustee with respect thereto. Under Texas law, the income,
      gains and losses, whether or not realized,  from assets allocated to the
      Separate  Account must be credited to or charged  against such  account,
      without  regard to the  other  income,  gains or  losses  of USAA  Life.
      Although  contractual  obligations with respect to funds of the Separate
      Account constitute corporate  obligations with respect to USAA Life, the


<PAGE>

      specific  amounts payable from  accumulations in the Separate Account in
      accordance with the Policy will depend upon the investment experience of
      the Separate Account.

            4. The  Policy  provides  that the  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  USAA Life may conduct and that USAA
      Life  reserves the right to transfer  assets of the Separate  Account in
      excess of such reserves and policy liabilities to the general account of
      USAA Life.

            5. When executed, a Policy (including any Units when duly credited
      thereunder)  will  have been duly  authorized  and each of the  Policies
      (including any such Units) will  constitute a validly issued and binding
      obligation of USAA Life in accordance with its terms.  Purchasers of the
      Policies  described  in the  Prospectus  will  be  subject  only  to the
      deductions, charges and fees set forth in the Prospectus.


      I  hereby  consent  to the  use of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference  to my name  under the  heading
"Legal Matters" in the Prospectus.


                                      Very truly yours,

                                      /s/DWAIN A. AKINS
                                      -----------------
                                      Dwain A. Akins
                                      Assistant Vice President and
                                      Assistant Secretary
                                      USAA Life Insurance Company


                                                                     EXHIBIT 6

KPMG Peat Marwick LLP
112 East Pecan, Suite 2400
San Antonio, TX 78205-1585


Consent of Independent Auditor

The Board of Directors
USAA Life Insurance Company
San Antonio, Texas

We consent to the use of our report dated March 20, 1998, on the  consolidated
balance  sheets of USAA Life  Insurance  Company as of  December  31, 1997 and
1996, and the related consolidated statements of income, stockholders' equity,
and cash flows for each of the years in the  three-year  period ended December
31,  1997,  and to the  reference  to our firm under the heading  "Experts" in
Registration Statement and related prospectus.


                                                      /s/KPMG PEAT MARWICK LLP
                                                      ------------------------
                                                      KPMG Peat Marwick LLP

San Antonio, Texas
May 15, 1998

                                                                     EXHIBIT 8

USAA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE        PROVIDED VIA DIRECT MAIL BY:
INSURANCE                      Chris Croninger, CLU, ChFC

ILLUSTRATION                   9800 Fredericksburg Road, San Antonio, TX  78288
                               1-800-531-8303

INITIAL DEATH BENEFIT:         PREPARED ON:  04/28/98
$100,000                       REQUESTED BY:              INSURED:
OPTION: A                      John Doe                   John Doe
                               USAA #987654               USAA #987654

VARIABLE UNIVERSAL LIFE INSURANCE

Variable Universal Life insurance is a life insurance plan designed to provide
lifetime  protection along with the opportunity to invest your premium dollars
in tax-deferred, investment choices. With this product, you can make transfers
among accounts with no immediate tax liability.  This policy gives you control
of the  investment/cash  value portion of your policy.  At the same time,  you
assume the associated investment risk.

PRODUCT  FEATURES:  Important  features  include flexible  benefits,  flexible
premiums,  permanent death benefit,  cash value  accumulation,  and investment
options.  You can borrow or withdraw cash value from your  Variable  Universal
Life  insurance  policy  without  surrendering  your  policy.  Both  loans and
withdrawals  can  adversely  affect future cash value  accumulations,  premium
payments, and death benefits.

OPTIONAL BENEFIT RIDERS:  Depending on your needs,  you may purchase  optional
riders:  Waiver of  Monthly  Deduction,  Child  Rider,  and  Accidental  Death
Benefit.  Riders provide additional  benefits and might contain conditions and
exclusions  that are  different  from those in your  policy.  You also receive
riders that are included at no additional  cost:  Extended  Maturity Rider and
Accelerated  Benefit for  Terminal  Illness  Rider.  Availability  of optional
benefit riders are subject to state approval.

MORE COMPLETE INFORMATION ABOUT USAA LIFE'S VARIABLE UNIVERSAL LIFE, INCLUDING
CHARGES  AND  EXPENSES,  CAN BE  FOUND IN THE  PROSPECTUS  WHICH  PRECEDED  OR
ACCOMPANIED THIS  INFORMATION.  ANOTHER COPY CAN BE OBTAINED FROM USAA LIFE AT
THE ABOVE ADDRESS.  PLEASE READ THE PROSPECTUS CAREFULLY BEFORE SENDING MONEY.
USAA  LIFE'S  VARIABLE  UNIVERSAL  LIFE  IS  DISTRIBUTED  BY  USAA  INVESTMENT
MANAGEMENT COMPANY, A REGISTERED BROKER DEALER AND NASD MEMBER.

IMPORTANT TERMS IN THIS ILLUSTRATION

GUARANTEED  EXPENSES:  Your  policy's  values  based  on the  MAXIMUM  cost of
insurance and expenses and the assumed hypothetical return on your cash value.
The maximum  cost of  insurance  and expenses  are  guaranteed;  however,  THE
HYPOTHETICAL  VALUES are NOT  GUARANTEED  as they assume a rate of return that
may or may not be achieved.

NON-GUARANTEED  EXPENSES:  Your  policy's  values based on the CURRENT cost of
insurance and expenses and the assumed hypothetical return on your cash value.
The current cost of insurance and expenses are not guaranteed,  as the cost of
insurance and expenses could increase and the hypothetical return might not be
achieved.

HYPOTHETICAL  GROSS RATE OF RETURN: The assumed annual rate of return shown to
illustrate   how  your  policy  would  perform  if  it  achieved  the  assumed
hypothetical  rate.  This rate is before any  expenses.  This  policy does not
guarantee any rate of return. You assume all investment risk for this policy.

NET RATE OF RETURN:  The  Hypothetical  Gross Rate of Return  illustrated less
 .54% which  represents an average of the management fee and other expenses for
each of the 12 Funds  corresponding to the 12 variable fund accounts under the
policy and .75% which  represents  the mortality and expense  charge under the
policy.

TOTAL ANNUAL PREMIUM:  The annualized  amount of money you contribute plus any
lump-sum premium payments.

CASH  VALUE:  The  total  value of your  variable  fund  accounts,  minus  any
outstanding loan amounts.

CASH SURRENDER  VALUE: The maximum amount you would receive if you surrendered
your policy.  This is also the amount you may borrow  against or withdraw from
your policy. It reflects the deduction of the Surrender  Charge.  Any loans or
withdrawals will reduce the policy's values.

CUMULATIVE  PREMIUM:  The total of premium  paid into the policy  through  the
number of policy year ends shown.

GUARANTEED DEATH BENEFIT:  The guarantee that the policy will not lapse during
the first five years and that the death  benefit  will be paid if a sufficient
amount of target premium has been paid. (See the prospectus for details.)

SURRENDER CHARGE: The charge based on the Annual Target Premium. The Surrender
Charge declines each policy year until it is eliminated after policy year 10.

32281 05-98 ST

<PAGE>

PAYMENTS AND EXPENSES

Payments include the dollar amounts you pay into your policy. Expenses are the
fees you pay to administer  and maintain your policy.  (See the prospectus for
details.)

ANNUAL TARGET  PREMIUM:  An annual amount of premium payment that we establish
when the policy is issued and that is shown on the Policy Information Page. It
is used to determine  whether a Premium  Charge will be deducted  from premium
payments,  whether a  surrender  charge is  imposed  on a full  surrender  and
whether the Guaranteed Death Benefit applies.

TAX GUIDELINE  PAYMENTS:  The maximum  amounts you may pay into your policy to
comply with Internal  Revenue  Service  limitations.  These  payments  include
Guideline Single,  Guideline Annual,  and Modified  Endowment Contract ("MEC")
Guideline payments.

EXPENSES:  The fees charged against your policy, including:

PREMIUM CHARGE:  A premium charge of 3% is deducted from all premium  payments
until the total  amount of premium  paid  exceeds  the Annual  Target  Premium
amount  multiplied  by ten. For  example:  if your Annual  Target  Premium was
$1,000,  you are charged a 3% premium  charge  until you have paid  $10,000 in
total  premiums.  You would not be charged any premium  charge for  subsequent
payments, assuming you made no changes in coverage.

MAINTENANCE  CHARGE: A $5 monthly charge deducted from the policy's cash value
to cover recurring  administrative expenses related to maintaining the policy.
This charge applies for the life of the policy.

ADMINISTRATIVE  CHARGE:  A $10 charge deducted each month in the first year of
the contract to cover start-up expenses incurred in issuing this policy.  This
charge stops after the first 12 months of the policy.

COST OF INSURANCE: The monthly charges for life insurance protection including
any EXTRA RISK CHARGES for rated policies and any additional cost for optional
benefit  riders.  Two cost of insurance  rates are used in this  illustration:
guaranteed cost and projected cost.  Whenever  Guaranteed  Expenses are shown,
the  guaranteed  cost of  insurance  is assumed to  determine  policy  values.
Whenever  Non-Guaranteed  Expenses are shown, the current cost of insurance is
assumed to determine policy values. The

GUARANTEED  cost of insurance is the  guaranteed  maximum  expense that can be
deducted from the policy to cover  insurance  protection.  The CURRENT cost of
insurance is the cost currently  deducted to cover insurance  protection.  The
current cost of insurance  could  increase or decrease  based on the company's
experience, but it will never be more than the guaranteed cost of insurance.

RATE CLASSES

Rate classes are groupings of insured  individuals who present a substantially
similar  insurance  risk and are  grouped  as such for the  purpose of setting
premium rates. There are five rate classes offered in this product:  STANDARD,
STANDARD PLUS, PREFERRED, PREFERRED PLUS, AND PREFERRED ULTRA.

ACCESSING YOUR CASH VALUE

You can  borrow or  withdraw  the cash  surrender  value  from  your  Variable
Universal Life insurance policy without  surrendering your policy.  Both loans
and withdrawals will affect future cash value accumulations, premium payments,
and death benefits. (See the prospectus for details.)
POLICY LOANS: You may borrow part of your policy's cash value at a 6% interest
rate,  paid in  advance.  Any loan  remaining  when the  insured  dies will be
deducted from the death benefit before the  beneficiary is paid. The amount of
cash value you borrow will  accumulate  interest at the guaranteed  rate of 4%
and will not  participate in the  performance  of your selected  variable fund
accounts.  Your policy also offers  Preferred  Loans;  see the  prospectus for
details.
POLICY  WITHDRAWALS:  You have the  option to  withdraw  from the cash  value.
Withdrawals  will  reduce  your cash value and reduce  your death  benefit.  A
partial  surrender  charge  equal  to the  amount  of $25 or 2% of the  amount
withdrawn is assessed for each  withdrawal.  Any gain included in a withdrawal
is taxable.  If the total of all  withdrawals  is more than the total premiums
paid to date, USAA Life must report the amount that exceeds your premiums paid
as gross income to the IRS, making the amount subject to federal (and possibly
state and local) tax.  Withdrawals or reductions in coverage made in the first
15 years of policy issue are subject to special tax rules. (See the prospectus
for more information and consult your tax advisor.)

POLICY LOANS AND/OR  WITHDRAWALS MAY ADVERSELY  AFFECT YOUR POLICY AND SUBJECT
IT TO PREMATURE  TERMINATION.  THIS IS ESPECIALLY TRUE IF INSUFFICIENT PREMIUM
HAS BEEN PAID.

IMPORTANT NOTICES

UNDERWRITING  CRITERIA:  USAA Life, at its  discretion,  may require a medical
examination  and  answers  to  medical,  avocational,   financial,  and  other
questions to evaluate insurability and rate classification.

SUICIDE  CLAUSE:  If death is caused by suicide  within the first two years of
the contract,  the total death benefit is equal to the premium paid,  less any
indebtedness  or any prior  partial  surrenders.  This clause also  applies to
optional death benefit riders.  INCOME TAX: Tax  consequences  may result from
the limits and  conditions of the Internal  Revenue Code and IRS  regulations.
USAA Life does not offer tax advice. Please consult your tax advisor.

CONTRACTS  ADVERTISED:  This  illustration  and other enclosed forms are valid
only for the state of [Name],  where the  assumed  Policyowner  resides.  Form
numbers for the Variable  Universal Life  insurance  contract and any optional
riders  are : VUL  31747 ST 2-98,  VUL 31837 ST 2-98,  VUL 31838 ST 2-98,  VUL
31839 ST 2-98, VUL 31851 ST 2-98, VUL 31852 ST 2-98.

32281 05-98 ST

<PAGE>

VARIABLE UNIVERSAL LIFE ILLUSTRATION

INSURED:                  POLICY INFORMATION:          BENEFIT RIDERS SELECTED:
John Doe                  Option:  A                   None
USAA #987654I             Initial Death Benefit:  $100,000
Contract ID #0000125UI    Monthly Premium Payment:  $100
Male, Age 35
Quote Effective Date:  04/28/98
Prepared On:  04/28/98

<TABLE>
<CAPTION>
                                         GUARANTEED EXPENSES                                  NON-GUARANTEED EXPENSES
                                    6% HYPOTHETICAL GROSS RATE OF RETURN                6% HYPOTHETICAL GROSS RATE OF RETURN
                               [--------------------------------------------]    [----------------------------------------------]
                                     (XX.XXXX% Net Rate of Return)                         (XX.XXXX% Net Rate of Return)

                 TOTAL                          CASH                                                CASH
                 ANNUAL        CASH             SURRENDER        DEATH            CASH              SURRENDER        DEATH
YEAR    AGE      PREMIUM $     VALUE $          VALUE $          BENEFIT $        VALUE $           VALUE $          BENEFIT $
- ----    ---      ---------     -------          -------          -----------      -------           -------          ---------
<S>     <C>      <C>           <C>              <C>             <C>               <C>               <C>              <C>
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00

                               THIS ILLUSTRATION CONTINUES TO POLICY YEAR 100.    THIS ILLUSTRATION CONTINUES TO POLICY YEAR 100.
</TABLE>

<TABLE>
<S>                                            <C>                                            <C>
TAX GUIDELINE PAYMENTS  $                      EXPENSES  $  (INCLUDED IN ALL FIGURES)         RATE CLASS:  Preferred
Guideline Single:  999,000,000                 First-Year Admin.:  10/month
Guideline Annual:   99,000,000                 Maintenance:        5/month each year
MEC Guideline:      99,000,000                 Premium Charge:     3% of all premiums up to
                                                                   10 annual target premiums
                                               Commissions:        None

ANNUAL TARGET PREMIUM  $  999,000,000

<FN>
*     IF SUFFICIENT  ACCUMULATED  TARGET PREMIUMS HAVE BEEN PAID IN ACCORDANCE
      WITH THE GUARANTEED  DEATH BENEFIT  PROVISION OF THE CONTRACT,  THEN THE
      ACTUAL DEATH BENEFIT WILL BE THE SPECIFIED AMOUNT.
</FN>
</TABLE>

32281 05-98 ST

<PAGE>

VARIABLE UNIVERSAL LIFE ILLUSTRATION

INSURED:                  POLICY INFORMATION:          BENEFIT RIDERS SELECTED:
John Doe                  Option:  A                   None
USAA #987654I             Initial Death Benefit:  $100,000
Contract ID #0000125UI    Monthly Premium Payment:  $100
Male, Age 35
Quote Effective Date:  04/28/98
Prepared On:  04/28/98

<TABLE>
<CAPTION>
                                         GUARANTEED EXPENSES                                  NON-GUARANTEED EXPENSES
                                    12% HYPOTHETICAL GROSS RATE OF RETURN                 12% HYPOTHETICAL GROSS RATE OF RETURN
                               [--------------------------------------------]    [----------------------------------------------]
                                     (XX.XXXX% Net Rate of Return)                         (XX.XXXX% Net Rate of Return)

                 TOTAL                          CASH                                                CASH
                 ANNUAL        CASH             SURRENDER        DEATH            CASH              SURRENDER        DEATH
YEAR    AGE      PREMIUM $     VALUE $          VALUE $          BENEFIT $        VALUE $           VALUE $          BENEFIT $
- ----    ---      ---------     -------          -------          -----------      -------           -------          ---------
<S>     <C>      <C>           <C>              <C>             <C>               <C>               <C>              <C>
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00

                               THIS ILLUSTRATION CONTINUES TO POLICY YEAR 100.    THIS ILLUSTRATION CONTINUES TO POLICY YEAR 100.
</TABLE>

32281 05-98 ST

<PAGE>

VARIABLE UNIVERSAL LIFE ILLUSTRATION

INSURED:                  POLICY INFORMATION:          BENEFIT RIDERS SELECTED:
John Doe                  Option:  A                   None
USAA #987654I             Initial Death Benefit:  $100,000
Contract ID #0000125UI    Monthly Premium Payment:  $100
Male, Age 35
Quote Effective Date:  04/28/98
Prepared On:  04/28/98

<TABLE>
THIS NOTICE APPLIES TO ALL  HYPOTHETICAL  VALUES FOR EACH  HYPOTHETICAL  GROSS
RATE OF RETURN SHOWN IN THIS  ILLUSTRATION.  THE POLICY  YEAR-END VALUES SHOWN
ASSUME THAT PLANNED PREMIUM PAYMENTS ARE MADE ON THE FIRST DAY OF EACH PAYMENT
PERIOD.  THE VALUES FOR THE COLUMNS ARE  HYPOTHETICAL  AND ARE NOT GUARANTEED.
THE  PERFORMANCE  OF YOUR SELECTED  VARIABLE FUND ACCOUNTS MAY PRODUCE  ACTUAL
VALUES OTHER THAN THOSE SHOWN IN THIS ILLUSTRATION. ACTUAL RESULTS MAY BE MORE
OR LESS FAVORABLE THAN THOSE SHOWN.  REFER TO THE INTRODUCTORY  INFORMATION ON
THIS   ILLUSTRATION  FOR  AN  EXPLANATION  OF  TERMS  USED   THROUGHOUT.   THE
HYPOTHETICAL  VALUES  ILLUSTRATED  ARE  BASED  ON THE NET RATE OF  RETURN  AND
REFLECT THE  DEDUCTION OF THE COST OF INSURANCE,  ADMINISTRATIVE,  MAINTENANCE
AND PREMIUM CHARGES. SEE THE PROSPECTUS FOR FURTHER DETAILS.

<CAPTION>
                                       GUARANTEED EXPENSES                                    NON-GUARANTEED EXPENSES
                                  0% HYPOTHETICAL GROSS RATE OF RETURN                   0% HYPOTHETICAL GROSS RATE OF RETURN
                               [--------------------------------------------]    [----------------------------------------------]
                                     (XX.XXXX% Net Rate of Return)                         (XX.XXXX% Net Rate of Return)

                 TOTAL                          CASH                                                CASH
                 ANNUAL        CASH             SURRENDER        DEATH            CASH              SURRENDER        DEATH
YEAR    AGE      PREMIUM $     VALUE $          VALUE $          BENEFIT $        VALUE $           VALUE $          BENEFIT $
- ----    ---      ---------     -------          -------          -----------      -------           -------          ---------
<S>     <C>      <C>           <C>              <C>             <C>               <C>               <C>              <C>
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000     *999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,000,000       999,000,000      999,000,000
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00
100     100      999,000       999,000,000      999,000,000      999,000,000      999,0000,00       999,0000,00      999,0000,00

                               THIS ILLUSTRATION CONTINUES TO POLICY YEAR 100.    THIS ILLUSTRATION CONTINUES TO POLICY YEAR 100.
</TABLE>


32281 05-98 ST

<PAGE>

VARIABLE UNIVERSAL LIFE ILLUSTRATION

INSURED:                  POLICY INFORMATION:          BENEFIT RIDERS SELECTED:
John Doe                  Option:  A                   None
USAA #987654I             Initial Death Benefit:  $100,000
Contract ID #0000125UI    Monthly Premium Payment:  $100
Male, Age 35
Quote Effective Date:  04/28/98
Prepared On:  04/28/98

                                 SUMMARY PAGE

This summary gives the cumulative premium projected through the ages requested
and compares three hypothetical gross rates of return for guaranteed (maximum)
and non-guaranteed (current) expenses. The values shown with a 0% hypothetical
gross rate of return are based on guaranteed expenses. The values for a 6% and
12% hypothetical gross rate of return are based on CURRENT EXPENSES ONLY.

<TABLE>
<CAPTION>
                                       GUARANTEED EXPENSES                                    NON-GUARANTEED EXPENSES
                                  0% HYPOTHETICAL GROSS RATE OF RETURN                   6% HYPOTHETICAL GROSS RATE OF RETURN
                               [--------------------------------------------]    [----------------------------------------------]
                                     (XX.XXXX% Net Rate of Return)                         (XX.XXXX% Net Rate of Return)

                                                CASH                                                CASH
                 CUMULATIVE    CASH             SURRENDER        DEATH            CASH              SURRENDER        DEATH
YEAR    AGE      PREMIUM $     VALUE $          VALUE $          BENEFIT $        VALUE $           VALUE $          BENEFIT $
- ----    ---      ---------     -------          -------          -----------      -------           -------          ---------
<S>     <C>      <C>           <C>              <C>             <C>               <C>               <C>              <C>
100     100      99,999,000    999,000,000      999,000,000     999,000,000       999,000,000       999,000,000      999,000,000
100     100      99,999,000    999,000,000      999,000,000     999,000,000       999,000,000       999,000,000      999,000,000
100     100      99,999,000    999,000,000      999,000,000     999,000,000       999,000,000       999,000,000      999,000,000
100     100      99,999,000    999,000,000      999,000,000     999,000,000       999,000,000       999,000,000      999,000,000
100     100      99,999,000    999,000,000      999,000,000     999,000,000       999,000,000       999,000,000      999,000,000
</TABLE>

<TABLE>
<CAPTION>
                                         NON-GUARANTEED EXPENSES

                                   12% HYPOTHETICAL GROSS RATE OF RETURN
                                       (XX.XXXX% Net Rate of Return)
                              [---------------------------------------------]
                                                CASH
                 CUMULATIVE    CASH             SURRENDER        DEATH
YEAR    AGE      PREMIUM $     VALUE $          VALUE $          BENEFIT $
- ----    ---      ---------     -------          -------          -----------
<S>     <C>      <C>           <C>              <C>             <C>
100     100      99,999,000    999,000,000      999,000,000     999,000,000
100     100      99,999,000    999,000,000      999,000,000     999,000,000
100     100      99,999,000    999,000,000      999,000,000     999,000,000
100     100      99,999,000    999,000,000      999,000,000     999,000,000
100     100      99,999,000    999,000,000      999,000,000     999,000,000
</TABLE>

32281 05-98 ST

<PAGE>

                                SIGNATURE PAGE

CUSTOMER:  I HAVE RECEIVED A COPY OF THIS  ILLUSTRATION  AND I UNDERSTAND THAT
ANY  NON-GUARANTEED  ELEMENTS  ILLUSTRATED  ARE  SUBJECT  TO CHANGE AND CAN BE
HIGHER OR LOWER THAN THE VALUES  ILLUSTRATED.  MY ACCOUNT  REPRESENTATIVE  HAS
INFORMED ME OF THE CHANGING NATURE OF THESE VALUES.


SIGNED: ___________________________________ DATE: ___________________________


USAA  Life  Insurance  Company  certifies  that  this  illustration  has  been
presented to the  applicant  and that the applicant has been informed that any
non-guaranteed  elements illustrated are subject to change. No statements that
are  inconsistent  with the  illustration  have  been  made by the  authorized
representative of USAA Life Insurance Company.

This  illustration  is based on the options you requested.  Because the policy
you  purchase  may differ  from that which has been  illustrated,  you will be
provided with an  illustration  that conforms to your policy at the time it is
issued.  You will be asked to sign and return the conforming  illustration  to
acknowledge  that,  when applying for insurance,  you were told and understood
that any non-guaranteed  elements illustrated are subject to change and actual
results may be more or less favorable.


_____________________________________      ____________
KING MAWHINNEY, CLU, CHFC, FLMI, REBC      DATE
VICE PRESIDENT, LIFE SALES

32281 05-98 ST

<PAGE>

VARIABLE UNIVERSAL LIFE ILLUSTRATION

INSURED:                  POLICY INFORMATION:          BENEFIT RIDERS SELECTED:
John Doe                  Option:  A                   None
USAA #987654I             Initial Death Benefit:  $100,000
Contract ID #0000125UI    Monthly Premium Payment:  $100
Male, Age 35
Quote Effective Date:  04/28/98
Prepared On:  04/28/98

<TABLE>
                VARIABLE UNIVERSAL LIFE GUARANTEED ANNUAL COSTS
                  (WITH 6% HYPOTHETICAL GROSS RATE OF RETURN)

                         (XX.XXXX% Net Rate of Return)

This  table  illustrates  the  GUARANTEED  COST  for the base  policy  and any
optional  riders  selected based on the mid-point  hypothetical  gross rate of
return identified above. The cash value and death benefits  illustrated on the
previous  pages  assume  that the  cost for the  options  selected  have  been
subtracted from your total cash value.

<CAPTION>
                                                                      OPTIONAL BENEFITS
                                              [-------------------------------------------------------------]
                                                                                                 $200,000
                 Guaranteed    Maint.                         Waiver                             Accidental       Total
                 Cost          & Admin.*      Extra Risk      Monthly          $25,000           Death            Guaranteed
Year    Age      of Ins. $     Fee  $         Charge $        Deduct. $        Child Rider       Benefit          Costs $
- ----    ---      ---------     -------        ----------      ----------       -----------       -------          ----------
<S>     <C>      <C>           <C>            <C>             <C>               <C>              <C>              <C>
100     100      99,999,900    180            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900

<FN>
*     THIS INCLUDES A FIRST-YEAR  ADMINISTRATIVE  FEE OF $10 PER MONTH ($120),
      FIRST YEAR ONLY.
</FN>
</TABLE>

32281 05-98 ST

<PAGE>

VARIABLE UNIVERSAL LIFE ILLUSTRATION

VARIABLE UNIVERSAL LIFE ILLUSTRATION

INSURED:                  POLICY INFORMATION:          BENEFIT RIDERS SELECTED:
John Doe                  Option:  A                   None
USAA #987654I             Initial Death Benefit:  $100,000
Contract ID #0000125UI    Monthly Premium Payment:  $100
Male, Age 35
Quote Effective Date:  04/28/98
Prepared On:  04/28/98

<TABLE>
                 VARIABLE UNIVERSAL LIFE CURRENT ANNUAL COSTS
                  (WITH 6% HYPOTHETICAL GROSS RATE OF RETURN)

                         (XX.XXXX% Net Rate of Return)

This table  illustrates  the CURRENT COST for the amount of insurance  and any
optional  riders  selected based on the mid-point  hypothetical  gross rate of
return identified above. The cash value and death benefits  illustrated on the
previous  pages  assume  that the  cost for the  options  selected  have  been
subtracted from your total cash value.

<CAPTION>
                                                                      OPTIONAL BENEFITS
                                              [-------------------------------------------------------------]
                                                                                                 $200,000
                 Guaranteed    Maint.                         Waiver                             Accidental       Total
                 Cost          & Admin.*      Extra Risk      Monthly          $25,000           Death            Current
Year    Age      of Ins. $     Fee  $         Charge $        Deduct. $        Child Rider       Benefit          Costs $
- ----    ---      ---------     -------        ----------      ----------       -----------       -------          ----------
<S>     <C>      <C>           <C>            <C>             <C>               <C>              <C>              <C>
100     100      99,999,900    180            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900
100     100      99,999,900     60            99,999,900      9,900             9,900            9,900            99,999,900

<FN>
*     THIS INCLUDES A FIRST-YEAR  ADMINISTRATIVE  FEE OF $10 PER MONTH ($120),
      FIRST YEAR ONLY.
</FN>
</TABLE>

32281 05-98 ST



                                                                     EXHIBIT 9

ACTUARIAL OPINION AND CONSENT

May 15, 1998


USAA Life Insurance Company
9800 Fredericksburg Road
San Antonio, Texas  78288

Gentlemen:

This  opinion  is  furnished  in  connection   with  this   amendment  to  the
registration  statement  filed by USAA Life  Insurance  Company  for  Variable
Universal Life Insurance  Contracts  ("Contract")  under the Securities Act of
1933. The prospectus included in Pre-Effective Amendment No. 1 to Registration
Statement No. 333-45343 on From S-6 describes the Contracts. The Contract form
was  prepared  under my  direction,  and I am familiar  with the  Registration
Statement and Exhibits thereto. In my opinion:

The  methodology  for computing cash values,  cash surrender  values and death
benefits  as  described  in the  form of  illustration  in  Exhibit  No.  8 is
consistent with the provisions of the Contract.

I  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement and to the use of my name under the heading  "Experts"
in the Prospectus.

                                            Sincerely,


                                            /s/JAMES C. HACKARD
                                            -------------------
                                            James C. Hackard, ASA, MAAA
                                            Associate Actuary



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