AMERICAN EQUITY LIFE VARIABLE ACCOUNT
S-6/A, 1998-08-13
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<PAGE>
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1998
    
 
                                                      REGISTRATION NO. 333-45815
                                                                       811-08643
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
   
                        PRE-EFFECTIVE AMENDMENT NO. 2 TO
    
 
                                    FORM S-6
 
                   FOR REGISTRATION UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2                     /X/
 
                     AMERICAN EQUITY LIFE VARIABLE ACCOUNT
                           (Exact Name of Registrant)
 
                           AMERICAN EQUITY INVESTMENT
                             LIFE INSURANCE COMPANY
                              (Name of Depositor)
 
                        5000 Westown Parkway, Suite 440
                          West Des Moines, Iowa 50266
                    (Address of Principal Executive Office)
                            ------------------------
 
                              DEBRA J. RICHARDSON
                        5000 Westown Parkway, Suite 440
                          West Des Moines, Iowa 50266
               (Name and Address of Agent for Service of Process)
                            ------------------------
 
                                    COPY TO:
                            STEPHEN E. ROTH, ESQUIRE
                        Sutherland, Asbill & Brennan LLP
                         1275 Pennsylvania Avenue, N.W.
                          Washington, D.C. 20004-2415
                            ------------------------
 
    Approximate date of proposed public offering: As soon as practicable after
the effective date of this Registration Statement.
 
    Securities being offered: Flexible Premium Variable Life Insurance Policies
 
    The Registrant hereby amends this Registration Statement on such 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
 
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<PAGE>
                      RECONCILIATION AND TIE BETWEEN ITEMS
                       IN FORM N-8B-2 AND THE PROSPECTUS
 
<TABLE>
<CAPTION>
Item No. of
Form N-8B-2                           Caption in Prospectus
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<C>            <S>
         1.    Cover Page
         2.    Cover Page
         3.    Not Applicable
         4.    Distribution of the Policies
         5.    American Equity Investment Life Insurance Company; The Variable
                 Account
         6.    The Variable Account
         7.    Not Required
         8.    Not Required
         9.    Legal Proceedings
        10.    Summary; The Variable Account; Investment Options; Charges and
                 Deductions; Policy Benefits; Voting Rights; General Provisions
        11.    Summary; Investment Options
        12.    Summary; Investment Options
        13.    Summary; Charges and Deductions; Investment Options
        14.    Summary; Premiums
        15.    Premiums
        16.    Premiums; Investment Options
        17.    Summary; Charges and Deductions; Policy Benefits; Investment
                 Options
        18.    FBL Variable Insurance Series Fund; Premiums
        19.    General Provisions; Voting Rights
        20.    Not Applicable
        21.    Policy Benefits; General Provisions
        22.    Not Applicable
        23.    Safekeeping of the Variable Account's Assets
        24.    General Provisions
        25.    American Equity Investment Life Insurance Company
        26.    Not Applicable
        27.    American Equity Investment Life Insurance Company
        28.    Executive Officers and Directors of American Equity Investment Life
                 Insurance Company
        29.    American Equity Investment Life Insurance Company; State Regulation
                 and Ownership of the Company
        30.    Not Applicable
        31.    Not Applicable
        32.    Not Applicable
        33.    Not Applicable
        34.    Not Applicable
        35.    Distribution of the Policies
        36.    Not Required
        37.    Not Applicable
        38.    Summary; Distribution of the Policies
        39.    Summary; Distribution of the Policies
        40.    Not Applicable
        41.    American Equity Investment Life Insurance Company; Distribution of
                 the Policies
</TABLE>
 
                                       i
<PAGE>
<TABLE>
<CAPTION>
Item No. of
Form N-8B-2                           Caption in Prospectus
- ------------   -------------------------------------------------------------------
<C>            <S>
        42.    Not Applicable
        43.    Not Applicable
        44.    Premiums
        45.    Not Applicable
        46.    Policy Benefits
        47.    Investment Options
        48.    Not Applicable
        49.    Not Applicable
        50.    The Variable Account
        51.    Cover Page; Summary; Charges and Deductions; Policy Benefits;
                 Premiums
        52.    Investment Options
        53.    Federal Tax Matters
        54.    Not Applicable
        55.    Not Applicable
        56.    Not Required
        57.    Not Required
        58.    Not Required
        59.    Not Required
</TABLE>
 
                                       ii
<PAGE>

                       SUPPLEMENT DATED AUGUST   , 1998

                                TO PROSPECTUS
                            DATED AUGUST    , 1998
                                      for
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                                   issued by
                AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY

    At page 9, in the section titled "Summary of the Policy," the paragraph 
describing the "Distribution of the Policies" is replaced with the following:

    The Policies will be distributed by registered representatives of 
    broker-dealers who have entered into selling agreements with EquiTrust
    Marketing Services, Inc. ("EquiTrust Marketing"), the principal 
    underwriter of the Policies.  EquiTrust Marketing (formerly FBL Marketing 
    Services, Inc.) is registered as a broker-dealer with the Securities and 
    Exchange Commission and is a member of the National Association of 
    Securities Dealers, Inc.

    At page 33, in the section titled "Distribution of the Contracts," the 
first paragraph is replaced with the following:

    The Policies will be sold by individuals who in addition to being 
    licensed as life insurance agents for the Company, are registered 
    representatives of broker-dealers who have entered in to selling 
    agreements with EquiTrust Marketing Services, Inc. (formerly FBL Marketing
    Services, Inc.) the principal underwriter of the Policies.  EquiTrust 
    Marketing Services, Inc. is registered with the Securities and Exchange 
    Commission under the Securities Exchange Act of 1933 as a broker-dealer and
    is a member of the National Association of Securities Dealers.  EquiTrust 
    Marketing Services, Inc. is engaged in the sale and distribution of other 
    variable life policies and other variable annuity contracts.

<PAGE>
PROSPECTUS
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AMERICAN EQUITY LIFE VARIABLE ACCOUNT
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
 
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This Prospectus describes a flexible premium variable life insurance policy (the
"Policy") issued by American Equity Investment Life Insurance Company (the
"Company"). This type of life insurance is also commonly called variable
universal life. The Policy is designed to provide lifetime insurance protection
to age 115. The Policy permits the policyowner to vary premium payments and
adjust the death proceeds payable under the Policy. The Policy has been designed
for maximum flexibility in meeting changing insurance needs.
 
The minimum specified amount for which a Policy will be issued is normally
$50,000. The Policy provides for the payment of the death proceeds upon the
death of the insured and for a net surrender value or net accumulated value that
can be obtained upon surrender or partial withdrawal of the Policy. Death
proceeds may, and accumulated value will, vary with the investment experience of
American Equity Life Variable Account (the "Variable Account"). THE POLICYOWNER
BEARS THE ENTIRE INVESTMENT RISK; THERE IS NO GUARANTEED MINIMUM ACCUMULATED
VALUE. The Policy also provides for loans using the Policy as collateral. The
Policy will remain in force so long as net accumulated value or net surrender
value is sufficient to pay certain monthly charges imposed in connection with
the Policy.
 
   
A policyowner may allocate net premiums under a Policy to one or more of the
subaccounts of the Variable Account. Each Subaccount invests exclusively in
shares of the corresponding Investment Options of EquiTrust Variable Insurance
Series Fund: Value Growth Portfolio, High Grade Bond Portfolio, High Yield Bond
Portfolio, Money Market Portfolio and Blue Chip Portfolio; T. Rowe Price Equity
Series, Inc.: Equity Income Portfolio, Mid-Cap Growth Portfolio, New America
Growth Portfolio and Personal Strategy Balanced Portfolio; T. Rowe Price
International Series, Inc.: International Stock Portfolio; or Dreyfus Variable
Investment Fund: Capital Appreciation Portfolio, Dreyfus Variable Investment
Fund: Disciplined Stock Portfolio, Dreyfus Variable Investment Fund: Growth and
Income Portfolio, Dreyfus Variable Investment Fund: International Equity
Portfolio and Dreyfus Variable Investment Fund: Small Cap Portfolio. The
accompanying prospectus for each Fund describes the investment objectives and
attendant risks of each Investment Option.
    
 
A policyowner may also allocate net premiums to the Declared Interest Option.
The Declared Interest Option is supported by the Company's General Account.
Accumulated value allocated to the Declared Interest Option is credited with
interest at a declared annual rate guaranteed to be at least 4.0%.
 
This Prospectus generally describes only the portion of the Policy involving the
Variable Account. For a brief summary of the Declared Interest Option, see "THE
DECLARED INTEREST OPTION."
 
A policy may be treated as a modified endowment contract depending upon the
amount of premiums paid in relation to the death benefit provided under such
Policy. If a contract is a modified endowment contract, any loan, partial
withdrawal, surrender and/or assignment of the policy could result in adverse
tax consequences and/or penalties. (See "FEDERAL TAX MATTERS.")
 
It may not be advantageous to purchase a Policy as a replacement for another
type of life insurance or as a means to obtain additional insurance protection
if the purchaser already owns another flexible premium variable life insurance
policy.
 
THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY A CURRENT PROSPECTUS FOR EACH
FUND'S INVESTMENT OPTIONS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
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Issued By
 
American Equity Investment Life Insurance Company
5000 Westown Parkway, Suite 440
West Des Moines, Iowa 50266
1-888-349-4650
 
   
                 THE DATE OF THIS PROSPECTUS IS AUGUST  , 1998.
    
<PAGE>
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                   TABLE OF CONTENTS
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<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>       <C>                                                               <C>
DEFINITIONS...............................................................     3
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SUMMARY OF THE POLICY.....................................................     5
          The Policy......................................................     5
          The Variable Account............................................     5
          The Declared Interest Option....................................     5
          Premiums........................................................     5
          Policy Benefits.................................................     6
          Charges.........................................................     7
          Distribution of the Policies....................................     9
          Tax Treatment...................................................     9
          Cancellation Privilege..........................................     9
          Illustrations...................................................     9
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AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY AND THE VARIABLE             9
ACCOUNT...................................................................
          American Equity Investment Life Insurance Company...............     9
          The Variable Account............................................    10
          Investment Options..............................................    10
          Addition, Deletion or Substitution of Investments...............    13
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THE POLICY................................................................    13
          Purpose of the Policy...........................................    13
          Purchasing the Policy...........................................    14
          Premiums........................................................    14
          Policy Lapse and Reinstatement..................................    16
          Examination of Policy (Cancellation Privilege)..................    17
          Special Transfer Privilege......................................    17
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POLICY BENEFITS...........................................................    17
          Accumulated Value Benefits......................................    17
          Transfers.......................................................    20
          Loan Benefits...................................................    20
          Death Proceeds..................................................    22
          Accelerated Payments of Death Proceeds..........................    24
          Benefits at Maturity............................................    25
          Payment Options.................................................    25
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CHARGES AND DEDUCTIONS....................................................    26
          Premium Expense Charge..........................................    26
          Monthly Deduction...............................................    27
          Transfer Charge.................................................    29
          Partial Withdrawal Fee..........................................    29
          Surrender Charge................................................    29
          Variable Account Charges........................................    29
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THE DECLARED INTEREST OPTION..............................................    30
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GENERAL PROVISIONS........................................................    31
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DISTRIBUTION OF THE POLICIES..............................................    33
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FEDERAL TAX MATTERS.......................................................    34
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ADDITIONAL INFORMATION....................................................    38
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FINANCIAL STATEMENTS......................................................    42
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APPENDIX A................................................................   A-1
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APPENDIX B................................................................   B-1
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APPENDIX C................................................................   C-1
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</TABLE>
    
 
                   The Policy is not available in all States.
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
 
THE PURPOSE OF THIS VARIABLE LIFE INSURANCE POLICY IS TO PROVIDE INSURANCE
PROTECTION. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY SIMILAR OR COMPARABLE
TO AN INVESTMENT IN A MUTUAL FUND.
 
                                       2
<PAGE>
- --------------------------------------------------------------------------------
                   DEFINITIONS
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                             <C>
ACCUMULATED VALUE.............  The total amount invested under the Policy. It is the sum of
                                the values of the Policy in each subaccount of the Variable
                                Account, the value of the Policy in the Declared Interest
                                Option and any outstanding Policy Debt.
ADMINISTRATIVE OFFICE.........  The administrative offices of the Company at 5400 University
                                Avenue, West Des Moines, Iowa 50266.
ATTAINED AGE..................  The Insured's age on his or her last birthday on the Policy
                                Date plus the number of Policy Years since the Policy Date.
BENEFICIARY...................  The person or entity named by the Policyowner in the
                                application or by later designation to receive the death
                                proceeds upon the death of the Insured.
BUSINESS DAY..................  Each day that the New York Stock Exchange is open for
                                trading, except the day after Thanksgiving, the day before
                                Christmas (in 1998) and any day on which the Home Office is
                                closed because of a weather-related or comparable type of
                                emergency and is unable to segregate orders and redemption
                                requests received on that day.
COMPANY.......................  American Equity Investment Life Insurance Company located at
                                5000 Westown Parkway, Suite 440, West Des Moines, Iowa 50266
DECLARED INTEREST OPTION......  A part of the Company's General Account. Net Premiums may be
                                allocated, and Accumulated Value may be transferred, to the
                                Declared Interest Option. Accumulated Value in the Declared
                                Interest Option is credited with interest at a declared
                                annual rate guaranteed to be at least 4.0%.
DELIVERY DATE.................  The date which the Policy is issued and mailed to the
                                Policyowner.
DUE PROOF OF DEATH............  Proof of death that is satisfactory to the Company. Such
                                proof may consist of the following if acceptable to the
                                Company:
                                    (a)  A certified copy of the death certificate;
                                    (b)  A certified copy of a court decree reciting a
                                        finding of death; or
                                    (c)  Any other proof satisfactory to the Company.
FUND..........................  An open-end diversified management investment company in
                                which the Variable Account invests.
GENERAL ACCOUNT...............  The assets of the Company other than those allocated to the
                                Variable Account or any other separate account.
GRACE PERIOD..................  The 61-day period beginning on the date the Company sends
                                notice to the Policyowner that Net Accumulated Value or Net
                                Surrender Value is insufficient to cover the monthly
                                deduction.
INSURED.......................  The person upon whose life the Policy is issued.
INVESTMENT OPTION.............  A separate investment portfolio of a Fund.
MATURITY DATE.................  The Insured's Attained Age 115. It is the date on which the
                                Policy terminates and the Policy's Accumulated Value less
                                Policy Debt becomes payable to the Policyowner or the
                                Policyowner's estate.
MONTHLY DEDUCTION DAY.........  The same date in each month as the Policy Date. The monthly
                                deduction is made on the Business Day coinciding with or
                                immediately following the Monthly Deduction Day. (See
                                "CHARGES AND DEDUCTIONS--Monthly Deduction.")
NET ASSET VALUE...............  The total current value of each Subaccount's securities,
                                cash, receivables and other assets less liabilities.
NET ACCUMULATED VALUE.........  The Accumulated Value of the Policy reduced by any
                                outstanding Policy Debt and increased by any unearned loan
                                interest.
NET PREMIUM...................  The amount of premium remaining after the premium expense
                                charge (see "CHARGES AND DEDUCTIONS--Premium Expense
                                Charge") has been deducted. This amount will be allocated,
                                according to the Policyowner's instructions, among the
                                Subaccounts of the Variable Account and the Declared
                                Interest Option.
NET SURRENDER VALUE...........  The Surrender Value minus any Policy Debt plus any unearned
                                loan interest.
</TABLE>
    
 
                                       3
<PAGE>
<TABLE>
<S>                             <C>
PARTIAL WITHDRAWAL FEE........  A fee assessed at the time of any partial withdrawal, equal
                                to the lesser of $25 or 2% of the amount withdrawn.
POLICY........................  The flexible premium variable life insurance policy offered
                                by the Company and described in this Prospectus, which term
                                includes the Policy described in this Prospectus, the Policy
                                application, any supplemental applications and any
                                endorsements.
POLICY ANNIVERSARY............  The same date in each year as the Policy Date.
POLICY DATE...................  The date set forth on the Policy data page which is used to
                                determine Policy Years, Policy Months and Policy
                                Anniversaries. The Policy Date may, but will not always,
                                coincide with the effective date of insurance coverage under
                                the Policy. (See "THE POLICY--Purchasing the Policy.")
POLICY DEBT...................  The sum of all outstanding Policy Loans and any due and
                                unpaid Policy Loan interest.
POLICY LOAN...................  An amount borrowed by the Policyowner from the Company for
                                which the Policy serves as the sole security. Interest on
                                Policy Loans is payable in advance (for the remainder of the
                                Policy Year) upon taking a Policy Loan and upon each Policy
                                Anniversary thereafter (for the following Policy Year) until
                                the Policy Loan is repaid.
POLICY MONTH..................  A one-month period beginning on a Monthly Deduction Day and
                                ending on the day immediately preceding the next Monthly
                                Deduction Day.
POLICYOWNER...................  The person who owns a Policy. The original Policyowner is
                                named in the application.
POLICY YEAR...................  A twelve-month period that starts on the Policy Date or on a
                                Policy Anniversary.
SPECIFIED AMOUNT..............  The minimum death benefit payable under a Policy so long as
                                the Policy remains in force. The Specified Amount as of the
                                Policy Date is set forth on the data page in each Policy.
SUBACCOUNT....................  A subdivision of the Variable Account which invests
                                exclusively in shares of a designated Investment Option of a
                                Fund.
SURRENDER CHARGE..............  A charge assessed at the time of any surrender during the
                                first ten Policy Years and for ten years following an
                                increase in Specified Amount.
SURRENDER VALUE...............  The Accumulated Value minus the Surrender Charge.
TARGET PREMIUM................  A premium amount specified by the Company. It is used to
                                calculate the premium expense charge during time periods
                                when the Company has declared a premium expense charge less
                                than the 7.0% guaranteed premium expense charge. The Company
                                may declare a lower percentage of premium expense charge on
                                premiums paid in excess of the Target Premium during a
                                Policy Year. It is also used to calculate compensation to
                                registered representatives.
UNIT VALUE....................  The value determined by dividing each Subaccount's Net Asset
                                Value by the number of units outstanding at the time of
                                calculation.
VALUATION PERIOD..............  The period between the close of business (3:00 p.m. central
                                time) on a Business Day and the close of business on the
                                next Business Day.
VARIABLE ACCOUNT..............  American Equity Life Variable Account, a separate investment
                                account established by the Company to receive and invest the
                                Net Premiums paid under the Policies.
</TABLE>
 
                                       4
<PAGE>
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                   SUMMARY OF THE POLICY
- --------------------------------------------------------------------------------
                        THE FOLLOWING SUMMARY OF PROSPECTUS INFORMATION SHOULD
                        BE READ IN CONJUNCTION WITH THE DETAILED INFORMATION
                        APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE
                        INDICATED, THE DESCRIPTION OF THE POLICY CONTAINED IN
                        THIS PROSPECTUS ASSUMES THAT THE POLICY IS IN FORCE AND
                        THAT THERE IS NO OUTSTANDING POLICY DEBT.
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THE POLICY             Under the Policy, subject to certain limitations, the
                       Policyowner has flexibility in determining the frequency
                       and amount of premiums. (See "THE POLICY-- Premiums.")
                       The amount and/or duration of the life insurance coverage
                       and the Accumulated Value of the Policy is not guaranteed
                       and may increase or decrease, depending upon the
                       investment experience of the assets supporting the
                       Policy. Accordingly, the Policyowner bears the investment
                       risk of any depreciation of, but reaps the benefit of any
                       appreciation in, the value of the underlying assets. As
                       long as the Policy remains in force, the Policy will
                       provide for death proceeds payable to the Beneficiary
                       upon the Insured's death, the accumulation of Accumulated
                       Value, withdrawal and surrender options and policy loan
                       privileges. The minimum Specified Amount for which a
                       Policy will be issued is normally $50,000, although the
                       Company may in its discretion issue Policies with
                       Specified Amounts of less than $50,000.
- --------------------------------------------------------------------------------
   
THE VARIABLE ACCOUNT   Net Premiums will be allocated to the Declared Interest
                       Option if they are received either before the date the
                       Company obtains a signed notice from the Policyowner that
                       the Policy has been received, or before the end of
                       25-days after the Delivery Date. Upon the earlier of (i)
                       the date the Company obtains a signed notice from the
                       Policyowner that the Policy has been received, or (ii) 25
                       days after the Delivery Date, the Accumulated Value in
                       the Declared Interest Option automatically will be
                       allocated, without charge, among the Subaccounts and
                       Declared Interest Option in accordance with the
                       Policyowner's allocation instructions. Net Premiums
                       received on or after (i) or (ii) above are allocated in
                       accordance with the instructions of the Policyowner, to
                       the Variable Account, the Declared Interest Option, or
                       both. (See "THE POLICY--Premiums--ALLOCATIONS OF NET
                       PREMIUMS.") The Variable Account consists of fifteen
                       Subaccounts: the Value Growth Subaccount, the High Grade
                       Bond Subaccount, the High Yield Bond Subaccount, the
                       Money Market Subaccount, the Blue Chip Subaccount, the
                       Equity Income Subaccount, the Mid-Cap Growth Subaccount,
                       the New America Growth Subaccount, the Personal Strategy
                       Balanced Subaccount, the International Stock Subaccount,
                       the Capital Appreciation Subaccount, the Disciplined
                       Stock Subaccount, the Growth and Income Subaccount, the
                       International Equity Subaccount and the Small Cap
                       Subaccount. Each Subaccount invests exclusively in shares
                       of the corresponding Investment Option.
    
 
                       Accumulated Value will, and death proceeds may, vary with
                       the investment experience of the Subaccounts, as well as
                       with the frequency and amount of premium payments, any
                       partial withdrawals and any charges imposed in connection
                       with the Policy. (See "POLICY BENEFITS--Accumulated Value
                       Benefits.")
- --------------------------------------------------------------------------------
THE DECLARED INTEREST OPTION
                       As an alternative to the Variable Account, the
                       Policyowner may allocate or transfer all or a portion of
                       the Accumulated Value to the Declared Interest Option,
                       which guarantees a specified minimum rate of return. (See
                       "THE DECLARED INTEREST OPTION.")
- --------------------------------------------------------------------------------
PREMIUMS               The Company may require the Policyowner to pay an initial
                       premium that, when reduced by the premium expense charge
                       (see "CHARGES AND DEDUCTIONS-- Premium Expense Charge"),
                       will be sufficient to pay the monthly deduction for the
                       first Policy Month. Each Policyowner will determine a
                       planned periodic premium schedule. The Policyowner is not
                       required to pay premiums in accordance with the planned
                       periodic premium schedule. (See "THE
                       POLICY--Premiums--PLANNED PERIODIC PREMIUMS.") The
                       schedule will provide for a premium payment of a level
                       amount at a fixed interval over a specified period of
                       time. Failure to pay premiums in accordance with the
                       schedule will not itself cause the Policy to lapse. (See
                       "THE
 
                                       5
<PAGE>
                       POLICY--Policy Lapse and Reinstatement--LAPSE.") Subject
                       to certain restrictions, unscheduled premium payments may
                       also be made. (See "THE POLICY-- Premiums--UNSCHEDULED
                       PREMIUMS.")
 
                       A Policy will lapse during the first three Policy Years
                       when Net Accumulated Value is insufficient on a Monthly
                       Deduction Day to cover the monthly deduction, or after
                       three Policy Years when Net Surrender Value is
                       insufficient on a Monthly Deduction Day to cover the
                       monthly deduction (see "CHARGES AND DEDUCTIONS--Monthly
                       Deduction"), and a Grace Period expires without a
                       sufficient payment (see "THE POLICY--Policy Lapse and
                       Reinstatement--LAPSE"). With respect to premiums,
                       therefore, the Policy differs in two important ways from
                       a conventional life insurance policy. First, the failure
                       to pay a planned periodic premium will not in itself
                       automatically cause the Policy to lapse. Second, a Policy
                       can lapse even if planned periodic premiums or premiums
                       in other amounts have been paid.
- --------------------------------------------------------------------------------
   
POLICY BENEFITS        ACCUMULATED VALUE BENEFITS. The Policy provides for an
                       Accumulated Value. The Accumulated Value will reflect the
                       amount and frequency of premium payments, the investment
                       experience of the chosen subaccounts of the Variable
                       Account, the interest earned on the Accumulated Value in
                       the Declared Interest Option, any Policy Loans, any
                       partial surrenders and the charges imposed in connection
                       with the Policy. The entire investment risk for amounts
                       allocated to the Variable Account is borne by the
                       Policyowner; the Company does not guarantee a minimum
                       Accumulated Value. (See "POLICY BENEFITS--Accumulated
                       Value Benefits--CALCULATION OF ACCUMULATED VALUE.")
    
 
                       The Policyowner may, at any time, surrender a Policy and
                       receive the Net Surrender Value. Subject to certain
                       limitations, the Policyowner may also obtain a partial
                       withdrawal of Net Accumulated Value (minimum $500) at any
                       time prior to the Maturity Date. Partial withdrawals will
                       reduce both the Accumulated Value and death proceeds
                       payable under the Policy. (See "POLICY
                       BENEFITS--Accumulated Value Benefits--SURRENDER AND
                       WITHDRAWAL PRIVILEGES.") A charge will be assessed upon
                       surrender or partial withdrawal. (See "CHARGES AND
                       DEDUCTIONS--Partial Withdrawal Fee, and --Surrender
                       Charge.")
 
   
                       TRANSFERS. A Policyowner may transfer amounts (minimum
                       $100) among the subaccounts of the Variable Account an
                       unlimited number of times in a Policy Year; however, only
                       one transfer per Policy Year may be made between the
                       Declared Interest Option and the Variable Account. The
                       first transfer in a Policy Year is free; subsequent
                       transfers in that Policy Year will be assessed a charge
                       of $25. The transfer charge, unless paid in cash, will be
                       deducted from the amount transferred. (See "POLICY
                       BENEFITS--Transfers.") A transfer from the Variable
                       Account to the Declared Interest Option requested in
                       connection with the exercise of the special transfer
                       privilege under the Policy (see "THE POLICY--Special
                       Transfer Privilege") will not be considered a transfer
                       for purposes of the one-transfer limit or the $25 charge.
                       A transfer made in connection with the initial allocation
                       of Net Premiums (see "THE POLICY--Premiums--ALLOCATION OF
                       NET PREMIUMS") will not be considered a transfer for
                       purposes of the one-transfer limit or the $25 charge.
    
 
                       POLICY LOANS. So long as a Policy is in force and has a
                       positive Net Surrender Value, the Policyowner may borrow
                       up to 90% of the Policy's Net Surrender Value as of the
                       end of the Valuation Period during which the request for
                       the Policy Loan is received at the Home Office, less any
                       previously outstanding Policy Debt. (See "POLICY
                       BENEFITS-- Loan Benefits.") A loan taken from, or secured
                       by, a Policy may have federal income tax consequences.
                       (See "FEDERAL TAX MATTERS--Policy Proceeds.")
 
                       DEATH PROCEEDS. The Policies provide for the payment of
                       death proceeds following receipt by the Company (at its
                       Home Office) of Due Proof of Death of the Insured. The
                       Policy contains two death benefit options. Under Option
                       A, the death benefit is the greater of the sum of the
                       Specified Amount and the Policy's Accumulated Value, or
                       the Accumulated Value multiplied by the specified amount
                       factor for the Insured's Attained Age, as set forth in
                       the Policy. Under Option B, the death benefit is the
                       greater of the Specified Amount, or the Accumulated Value
                       multiplied by the specified
 
                                       6
<PAGE>
                       amount factor for the Insured's Attained Age, as set
                       forth in the Policy. For this purpose, all calculations
                       are made as of the end of the Business Day coinciding
                       with or immediately following the date of death.
 
                       Under either death benefit option, so long as the Policy
                       remains in force, the death benefit will not be less than
                       the Specified Amount of the Policy on the date of death.
                       The death benefit may, however, exceed the Specified
                       Amount. The amount by which the death benefit exceeds the
                       Specified Amount depends upon the death benefit option
                       chosen and the Accumulated Value of the Policy. (See
                       "POLICY BENEFITS-- Death Proceeds.") To determine the
                       death proceeds, the death benefit will be reduced by any
                       outstanding Policy Debt and increased by any unearned
                       loan interest and any premiums paid after the date of
                       death. The proceeds may be paid in a lump sum or in
                       accordance with a payment option. (See "POLICY
                       BENEFITS--Payment Options.")
 
                       Anytime after the first Policy Year, the Policyowner may,
                       subject to certain restrictions, adjust the death benefit
                       payable under the Policy by increasing or decreasing the
                       Specified Amount. (See "POLICY BENEFITS--Death
                       Proceeds--CHANGE IN EXISTING COVERAGE.") In addition, the
                       Policyowner may, at any time, change the death benefit
                       option in effect. (See "POLICY BENEFITS--Death
                       Proceeds--CHANGE IN DEATH BENEFIT OPTION.")
 
                       BENEFITS AT MATURITY. If the Insured is alive and the
                       Policy is in force on the Maturity Date, the Policyowner
                       will be paid the Accumulated Value of the Policy as of
                       the end of the Business Day coinciding with or
                       immediately following the Maturity Date, reduced by any
                       outstanding Policy Debt.
- --------------------------------------------------------------------------------
CHARGES                PREMIUM EXPENSE CHARGE. The Net Premium equals the
                       premium paid less a premium expense charge. The premium
                       expense charge is 7.0% of each premium up to the Target
                       Premium (or 2% for each premium over the Target Premium)
                       and is used to compensate the Company for expenses
                       incurred in connection with the distribution of the
                       Policies and for premium taxes imposed by various states
                       and subdivisions thereof. (See "CHARGES AND
                       DEDUCTIONS--Premium Expense Charge.")
 
                       ACCUMULATED VALUE CHARGES. Accumulated Value will be
                       reduced each Policy Month on the Monthly Deduction Day by
                       a monthly deduction equal to the sum of a cost of
                       insurance charge, the cost of any additional insurance
                       benefits added by rider and a policy expense charge of
                       $5.00 per month (guaranteed not to exceed $7.00 per
                       month). In addition, during the first twelve Policy
                       Months and during the twelve Policy Months immediately
                       following an increase in Specified Amount, the monthly
                       deduction will include a first year monthly
                       administrative charge. This charge is $0.05 per $1,000 of
                       Specified Amount or increase in Specified Amount and is
                       guaranteed not to exceed $0.07 per $1,000 of Specified
                       Amount. Also, during the first twelve Policy Months, the
                       monthly deduction will include a first year monthly
                       expense charge of $5.00 per month (guaranteed not to
                       exceed $7.00 per month). The monthly deduction will vary
                       in amount from month to month. (See "CHARGES AND
                       DEDUCTIONS--Monthly Deduction.")
 
                       Upon partial withdrawal of a Policy, a fee of the lesser
                       of $25 or 2% of the amount withdrawn will be assessed. At
                       the time of surrender, a charge will apply during the
                       first ten Policy Years, as well as during the first ten
                       Policy Years following an increase in Specified Amount.
                       The surrender charge is an amount per $1,000 of Specified
                       Amount which varies by age, sex, underwriting category
                       and Policy Year. The surrender charge applicable to each
                       Policyowner will be listed in the Policy. (See "CHARGES
                       AND DEDUCTIONS--Partial Withdrawal Fee, and --Surrender
                       Charge.") During a Policy Year, a $25 charge may be
                       assessed for the second and subsequent transfers of
                       assets among the Subaccounts and between the Variable
                       Account and the Declared Interest Option. (See "CHARGES
                       AND DEDUCTIONS--Transfer Charge.")
 
                       CHARGES AGAINST THE VARIABLE ACCOUNT. A daily charge at
                       the rate of .0024548% of the average daily net assets of
                       each Subaccount will be imposed to compensate the Company
                       for certain mortality and expense risks incurred in
                       connection with the Policies. (See "CHARGES AND
                       DEDUCTIONS--Variable Account Charges.") This
 
                                       7
<PAGE>
                       corresponds to an effective annual rate of 0.90%. (This
                       charge is guaranteed not to exceed .0028618% of the
                       average daily net assets of each Subaccount, which
                       corresponds to an effective annual rate of 1.05%.)
 
                       Currently, no charge is made to the Variable Account for
                       federal income taxes that may be attributable to the
                       Variable Account. The Company may, however, make such a
                       charge in the future.
 
                       INVESTMENT OPTION EXPENSES. In addition, because the
                       Variable Account purchases shares of the selected
                       Investment Options, the value of the net assets of the
                       Variable Account will reflect the investment advisory fee
                       and other expenses incurred by each Investment Option.
                       The fees and expenses for 1997 were as indicated in the
                       table below. (See "CHARGES AND DEDUCTIONS--Variable
                       Account Charges--INVESTMENT OPTION EXPENSES.")
 
   
<TABLE>
<CAPTION>
                                                    OTHER EXPENSES     TOTAL EXPENSES
                                       ADVISORY    (AFTER WAIVER OR   (AFTER WAIVER OR
INVESTMENT OPTION                         FEE       REIMBURSEMENT)     REIMBURSEMENT)
- ------------------------------------  -----------  -----------------  -----------------
<S>                                   <C>          <C>                <C>
EquiTrust Variable Insurance
 Series Fund*
  Value Growth                             0.45%           0.10%              0.55%(1)
  High Grade Bond                          0.30%           0.22%              0.52%
  High Yield Bond                          0.45%           0.12%              0.57%(1)
  Money Market                             0.25%           0.33%              0.48%(1)
  Blue Chip                                0.20%           0.13%              0.33%
T. Rowe Price Equity Series, Inc.
  Equity Income                            0.85%           0.00%              0.85%(2)
  Mid-Cap Growth                           0.85%           0.00%              0.85%(2)
  New America Growth                       0.85%           0.00%              0.85%(2)
  Personal Strategy Balanced               0.90%           0.00%              0.90%(2)
T. Rowe Price International Series,
 Inc.
  International Stock                      1.05%           0.00%              1.05%(2)
Dreyfus Variable Investment Fund
  Capital Appreciation Portfolio           0.75%(3)         0.05%             0.80%(4)
  Disciplined Stock Portfolio              0.75%           0.27%              1.02%(4)
  Growth and Income Portfolio              0.75%           0.05%              0.80%(4)
  International Equity Portfolio           0.75%           0.31%              1.06%(4)
  Small Cap Portfolio                      0.75%           0.03%              0.78%(4)
</TABLE>
    
 
                            *   The annual investment option expenses for each
                                Investment Option of the Fund are net of certain
                                reimbursements by the Fund's investment adviser.
                                Operating expense (including the investment
                                advisory fee but excluding brokerage, interest,
                                taxes and extraordinary expenses) of an
                                Investment Option that exceed 1.50% of the
                                Investment Option's average daily net assets for
                                any fiscal year are reimbursed by the Fund's
                                investment adviser up to the amount of the
                                advisory fee. In addition, the investment
                                adviser has voluntarily agreed to reimburse each
                                Portfolio for expenses that exceed 0.65%. Absent
                                the reimbursements, the total expenses for the
                                Investment Options for the 1997 fiscal year
                                would have been: Value Growth 0.58%, High Grade
                                Bond 0.57%, High Yield Bond 0.65% and Money
                                Market 0.55%.
 
                            (1) Total annual investment option expenses have
                                been restated for the reduction in management
                                fees from 0.50% to 0.45% for the Value Growth
                                and High Yield Bond Investment Options and 0.30%
                                to 0.25% for the Money Market Investment Option,
                                effective May 1, 1997.
 
                            (2) Total annual investment option expenses are an
                                all-inclusive fee and pay for investment
                                management services and other operating costs.
 
                                       8
<PAGE>
   
                            (3) The advisory fee is a combined investment
                                advisory and sub-investment advisory fee.
    
 
   
                            (4) Total expenses were not reduced for the 1997
                                fiscal year by any waiver or reimbursement.
    
- --------------------------------------------------------------------------------
   
DISTRIBUTION OF THE POLICIES
                       The Policies will be distributed by registered
                       representatives of broker-dealers who have entered into
                       written selling agreements with American Equity Capital,
                       Inc., the principal underwriter of the Policies. American
                       Equity Capital, Inc. is registered as a broker-dealer
                       with the Securities and Exchange Commission and is a
                       member of the National Association of Securities Dealers,
                       Inc.
    
- --------------------------------------------------------------------------------
TAX TREATMENT          If a Policy is issued on the basis of a standard premium
                       class, while there is some uncertainty, the Company
                       believes that the Policy should qualify as a life
                       insurance contract for federal income tax purposes. If a
                       Policy is issued on a substandard basis, it is not clear
                       whether or not the Policy would qualify as a life
                       insurance contract for federal income tax purposes.
                       Assuming that a Policy qualifies as a life insurance
                       contract for federal income tax purposes, the Accumulated
                       Value under a Policy should be subject to the same
                       federal income tax treatment as Accumulated value under a
                       conventional fixed-benefit Policy. Under existing tax
                       law, the Policyowner is not deemed to be in constructive
                       receipt of Accumulated Values under a Policy until there
                       is a distribution from the Policy. Like death benefits
                       payable under conventional life insurance policies, death
                       proceeds payable under a Policy should be completely
                       excludable from the gross income of the Beneficiary. As a
                       result, the Beneficiary generally will not be taxed on
                       these proceeds. (See "FEDERAL TAX MATTERS.")
- --------------------------------------------------------------------------------
CANCELLATION PRIVILEGE The Policyowner is granted a 20-day period following
                       receipt of the Policy in which to examine and return the
                       Policy. The Policyowner will receive the greater of
                       premiums paid or the Policy's Accumulated Value plus an
                       amount equal to any charges which have been deducted from
                       premiums, Accumulated Value and the Variable Account.
                       (See "THE POLICY--Examination of Policy (Cancellation
                       Privilege).")
- --------------------------------------------------------------------------------
ILLUSTRATIONS          Sample projections of hypothetical Policy values are
                       included starting at page A-1 of this Prospectus. These
                       projections of hypothetical values may be helpful in
                       understanding the long-term effects of different levels
                       of investment performance, charges and deductions,
                       electing one or the other death benefit option and
                       generally in comparing this Policy to other life
                       insurance policies. NONETHELESS, THE ILLUSTRATIONS ARE
                       BASED ON HYPOTHETICAL INVESTMENT RATES OF RETURN AND ARE
                       NOT A REPRESENTATION OF PAST OR FUTURE PERFORMANCE.
                       Actual rates of return may be more or less than those
                       reflected in the illustrations and, therefore, actual
                       values will be different from those illustrated.
 
                       This Prospectus describes only those aspects of the
                       Policy that relate to the Variable Account, except where
                       Declared Interest Option matters are specifically
                       mentioned. For a brief summary of the aspects of the
                       Policy relating to the Declared Interest Option, see "THE
                       DECLARED INTEREST OPTION."
- --------------------------------------------------------------------------------
                   AMERICAN EQUITY INVESTMENT LIFE INSURANCE
                   COMPANY AND THE VARIABLE ACCOUNT
- --------------------------------------------------------------------------------
AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
                       The Company is a full service underwriter of annuity and
                       insurance products which was incorporated in the State of
                       Iowa on December 19, 1980. The Company markets its
                       products through a network of over 4,500 independent
                       agents in the states of Alabama, Arizona, Arkansas,
                       California, Colorado, Delaware, Florida, Georgia, Hawaii,
                       Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,
                       Louisiana, Maryland, Michigan, Minnesota, Missouri,
                       Montana, Nebraska, Nevada, New Mexico, North Dakota,
                       Ohio, Oregon, Pennsylvania, South Carolina, South Dakota,
                       Texas, Utah, Washington, West Virginia, Wisconsin,
                       Wyoming and the District of Columbia.
 
                                       9
<PAGE>
- --------------------------------------------------------------------------------
THE VARIABLE ACCOUNT   The Variable Account was established by the Company as a
                       separate account on January 12, 1998. The Variable
                       Account will receive and invest the Net Premiums paid
                       under the Policies. In addition, the Variable Account may
                       receive and invest net premiums for any other variable
                       life insurance policies issued in the future by the
                       Company.
 
                       Although the assets in the Variable Account are the
                       property of the Company, the assets in the Variable
                       Account attributable to the Policies generally are not
                       chargeable with liabilities arising out of any other
                       business which the Company may conduct. The assets of the
                       Variable Account are available to cover the general
                       liabilities of the Company only to the extent that the
                       Variable Account's assets exceed its liabilities arising
                       under the Policies and any other policies supported by
                       the Variable Account. The Company has the right to
                       transfer to the General Account any assets of the
                       Variable Account which are in excess of such reserves and
                       other policy liabilities.
 
                       The Variable Account currently is divided into fifteen
                       Subaccounts but may, in the future, include additional
                       subaccounts. Each Subaccount invests exclusively in
                       shares of a single corresponding Investment Option.
                       Income and realized and unrealized gains or losses from
                       the assets of each Subaccount are credited to or charged
                       against, that Subaccount without regard to income, gains
                       or losses from any other Subaccount.
 
                       The Variable Account has been registered as a unit
                       investment trust under the Investment Company Act of 1940
                       and meets the definition of a separate account under the
                       federal securities laws. Registration with the Securities
                       and Exchange Commission does not involve supervision of
                       the management or investment practices or policies of the
                       Variable Account or the Company by the Commission. The
                       Variable Account is also subject to the laws of the State
                       of Iowa which regulate the operations of insurance
                       companies domiciled in Iowa.
- --------------------------------------------------------------------------------
   
INVESTMENT OPTIONS     The Variable Account invests in shares of the Investment
                       Options. The Investment Options currently include the
                       Value Growth Portfolio, High Grade Bond Portfolio, High
                       Yield Bond Portfolio, Money Market Portfolio and Blue
                       Chip Portfolio of EquiTrust Variable Insurance Series
                       Fund; the Equity Income Portfolio, Mid-Cap Growth
                       Portfolio, New America Portfolio and Personal Strategy
                       Balanced Portfolio of T. Rowe Price Equity Series, Inc.
                       and International Stock Portfolio of T. Rowe Price
                       International Series, Inc.; and the Dreyfus Variable
                       Investment Fund: Capital Appreciation Portfolio, Dreyfus
                       Variable Investment Fund: Disciplined Stock Portfolio,
                       Dreyfus Variable Investment Fund: Growth and Income
                       Portfolio, Dreyfus Variable Investment Fund:
                       International Equity Portfolio and Dreyfus Variable
                       Investment Fund: Small Cap Portfolio. The Variable
                       Account may, in the future, provide for additional
                       investment options. Each Investment Option has its own
                       investment objectives and the income and losses for each
                       Investment Option will be determined separately.
    
 
   
                       Each of these Investment Options was formed as an
                       investment vehicle for insurance company separate
                       accounts. The investment objectives and policies of
                       certain Investment Options are similar to the investment
                       objectives and policies of other portfolios that may be
                       managed by the same investment adviser, sub-investment
                       adviser or manager. The investment results of the
                       Investment Options, however, may be higher or lower than
                       the results of such other portfolios. There can be no
                       assurance, and no representation is made, that the
                       investment results of any of the Investment Options will
                       be comparable to the investment results of any other
                       portfolio, even if the other portfolio has the same
                       investment adviser, sub-investment adviser or manager.
    
 
                       The investment objectives and policies of each Investment
                       Option are summarized below. There is no assurance that
                       any Investment Option will achieve its stated objectives.
                       More detailed information, including a description of
                       risks, may be found in the prospectus for each Investment
                       Option, which must accompany or precede this Prospectus
                       and which should be read carefully and retained for
                       future reference.
 
                                       10
<PAGE>
                       EQUITRUST VARIABLE INSURANCE SERIES FUND
 
                       EquiTrust Investment Management Services, Inc. is the
                       investment adviser to the Fund. The Fund is comprised of
                       six portfolios, the following five of which are available
                       under the Contract:
 
                           VALUE GROWTH PORTFOLIO. This Portfolio seeks
                           long-term capital appreciation. The Portfolio pursues
                           its objective by investing primarily in equity
                           securities of companies that the investment adviser
                           believes have a potential to earn a high return on
                           equity and/or in equity securities that the
                           investment adviser believes are undervalued by the
                           market place. Such equity securities may include
                           common stock, preferred stock and securities
                           convertible or exchangeable into common stock.
 
                           HIGH GRADE BOND PORTFOLIO. This Portfolio seeks as
                           high a level of current income as is consistent with
                           a high grade portfolio of debt securities. The
                           Portfolio will pursue this objective by investing
                           primarily in debt securities rated AAA, AA or A by
                           Standard & Poor's Corporation and/or Aaa, Aa or A by
                           Moody's Investors Service, Inc., and in securities
                           issued or guaranteed by the United States government
                           or its agencies or instrumentalities.
 
                           HIGH YIELD BOND PORTFOLIO. This Portfolio seeks, as a
                           primary objective, as high a level of current income
                           as is consistent with investment in a portfolio of
                           fixed-income securities rated in the lower categories
                           of established rating services. As a secondary
                           objective, the Portfolio seeks capital appreciation
                           when consistent with its primary objective. The
                           Portfolio pursues these objectives by investing
                           primarily in fixed-income securities rated Baa or
                           lower by Moody's Investors Service, Inc. and/or BBB
                           or lower by Standard & Poor's Corporation, or in
                           unrated securities of comparable quality. AN
                           INVESTMENT IN THIS PORTFOLIO MAY ENTAIL GREATER THAN
                           ORDINARY FINANCIAL RISK. (See the Fund Prospectus
                           "PRINCIPAL RISK FACTORS--Special Considerations--High
                           Yield Bonds.")
 
                           MONEY MARKET PORTFOLIO. This Portfolio seeks maximum
                           current income consistent with liquidity and
                           stability of principal. The Portfolio will pursue
                           this objective by investing in high quality
                           short-term money market instruments. AN INVESTMENT IN
                           THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR
                           GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO
                           ASSURANCE THAT THE MONEY MARKET PORTFOLIO WILL BE
                           ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00
                           PER SHARE.
 
                           BLUE CHIP PORTFOLIO. This Portfolio seeks growth of
                           capital and income. The Portfolio pursues this
                           objective by investing primarily in common stocks of
                           well-capitalized, established companies. Because this
                           Portfolio may be invested heavily in particular
                           stocks or industries, an investment in this Portfolio
                           may entail relatively greater risk of loss.
 
                       T. ROWE PRICE EQUITY SERIES, INC.
 
                       T. Rowe Price Associates, Inc. is the investment adviser
                       to the Fund.
 
                           EQUITY INCOME PORTFOLIO. This Portfolio seeks to
                           provide substantial dividend income and long-term
                           capital appreciation by investing primarily in
                           established companies considered by the adviser to
                           have favorable prospects for both increasing
                           dividends and capital appreciation.
 
                           MID-CAP GROWTH PORTFOLIO. This Portfolio seeks
                           long-term capital appreciation by investing primarily
                           in common stocks of medium-sized (mid-cap) growth
                           companies which offer the potential for above-average
                           earnings growth.
 
                           NEW AMERICA GROWTH PORTFOLIO. This Portfolio seeks
                           long-term capital growth by investing primarily in
                           common stocks of U.S. growth companies operating in
                           service industries.
 
                                       11
<PAGE>
                           PERSONAL STRATEGY BALANCED PORTFOLIO. This Portfolio
                           seeks the highest total return over time consistent
                           with an emphasis on both capital appreciation and
                           income.
 
                       T. ROWE PRICE INTERNATIONAL SERIES, INC.
 
                       Rowe Price-Fleming International, Inc. is the investment
                       adviser to the Fund.
 
                           INTERNATIONAL STOCK PORTFOLIO. This Portfolio seeks
                           to provide capital appreciation through investments
                           primarily in established companies based outside the
                           United States.
 
                       DREYFUS VARIABLE INVESTMENT FUND
 
   
                       The Dreyfus Corporation serves as the investment adviser
                       to the Fund. Fayez Sarofim and Co. serves as the
                       sub-investment adviser to the Dreyfus Variable Investment
                       Fund: Capital Appreciation Portfolio. The following Fund
                       portfolios are available under the Contract.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: CAPITAL
                           APPRECIATION PORTFOLIO. This Portfolio primarily
                           seeks long-term capital growth, consistent with the
                           preservation of capital; current income is a
                           secondary investment objective. This Portfolio
                           invests primarily in the common stocks of domestic
                           and foreign issuers.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: DISCIPLINED STOCK
                           PORTFOLIO. This Portfolio seeks to provide investment
                           results that are greater than the total return
                           performance of publicly-traded common stocks in the
                           aggregate, as represented by the Standard & Poor's
                           500 Composite Stock Price Index. The Portfolio will
                           use quantitative statistical modeling techniques to
                           construct a portfolio in an attempt to achieve its
                           investment objective, without assuming undue risk
                           relative to the broad stock market.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: GROWTH AND INCOME
                           PORTFOLIO. This Portfolio seeks to provide long-term
                           capital growth, current income and growth of income,
                           consistent with reasonable investment risk by
                           investing primarily in equity securities, debt
                           securities, and money market instruments of domestic
                           and foreign issuers.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: INTERNATIONAL
                           EQUITY PORTFOLIO. This Portfolio seeks to maximize
                           capital growth through investments in equity
                           securities of foreign issuers located throughout the
                           world.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: SMALL CAP
                           PORTFOLIO. This Portfolio seeks maximum capital
                           appreciation by investing primarily in common stocks
                           of domestic and foreign issuers. The Portfolio will
                           be particularly alert to companies considered by the
                           adviser to be emerging smaller-sized companies which
                           are believed to be characterized by new or innovative
                           products, services or processes which should enhance
                           prospects for growth in future earnings.
    
 
                       The Funds currently sell shares: (a) to the Variable
                       Account as well as to separate accounts of insurance
                       companies that may or may not be affiliated with the
                       Company or each other; and (b) to separate accounts to
                       serve as the underlying investment for both variable
                       insurance policies and variable annuity contracts. The
                       Company currently does not foresee any disadvantages to
                       Policyowners arising from the sale of shares to support
                       variable annuity contracts and variable life insurance
                       policies, or from shares being sold to separate accounts
                       of insurance companies that may or may not be affiliated
                       with the Company. However, the Company intends to monitor
                       events in order to identify any material irreconcilable
                       conflicts that might possibly arise. In that event, it
                       would determine what action, if any, should be taken in
                       response to those events or conflicts. In addition, if
                       the Company believes that a Fund's response to any of
                       those events or conflicts insufficiently protects
                       Policyowners, it will take appropriate action on its own,
                       including withdrawing the Variable Account's investment
                       in that Fund. (See the Fund prospectuses for more
                       detail.)
 
                                       12
<PAGE>
                       The Company may receive compensation from an affiliate(s)
                       of one or more of the Funds based upon an annual
                       percentage of the average assets held in the Investment
                       Options by the Company. These amounts are intended to
                       compensate the Company for administrative and other
                       services provided by the Company to the Funds and/or
                       affiliate(s).
 
                       Each Fund is registered with the Securities and Exchange
                       Commission as an open-end, diversified management
                       investment company. Such registration does not involve
                       supervision of the management or investment practices or
                       policies of the Fund by the Securities and Exchange
                       Commission.
- --------------------------------------------------------------------------------
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
                       The Company reserves the right, subject to compliance
                       with applicable law, to make additions to, deletions from
                       or substitutions for the shares of the Investment Options
                       that are held by the Variable Account or that the
                       Variable Account may purchase. If the shares of an
                       Investment Option are no longer available for investment
                       or if, in its judgment, further investment in any
                       Investment Option should become inappropriate in view of
                       the purposes of the Variable Account, the Company
                       reserves the right to dispose of the shares of any
                       Investment Option and to substitute shares of another
                       Investment Option. The Company will not substitute any
                       shares attributable to a Policyowner's Accumulated Value
                       in the Variable Account without notice to and prior
                       approval of the Securities and Exchange Commission, to
                       the extent required by the Investment Company Act of 1940
                       or other applicable law. Nothing contained in this
                       Prospectus shall prevent the Variable Account from
                       purchasing other securities for other series or classes
                       of policies, or from permitting a conversion between
                       series or classes of policies on the basis of requests
                       made by Policyowners.
 
                       The Company also reserves the right to establish
                       additional subaccounts of the Variable Account, each of
                       which would invest in shares of a new Investment Option
                       with a specified investment objective. New subaccounts
                       may be established when, in the sole discretion of the
                       Company, marketing, tax or investment conditions warrant,
                       and any new subaccounts may be made available to existing
                       Policyowners on a basis to be determined by the Company.
                       Subject to obtaining any approvals or consents required
                       by applicable law, the assets of one or more Subaccounts
                       may be transferred to any other Subaccount(s), or one or
                       more Subaccounts may be eliminated or combined with any
                       other Subaccount(s) if, in the sole discretion of the
                       Company, marketing, tax or investment conditions warrant.
 
                       In the event of any such substitution or change, the
                       Company may, by appropriate endorsement, make such
                       changes in these and other policies as may be necessary
                       or appropriate to reflect such substitution or change. If
                       deemed by the Company to be in the best interests of
                       persons having voting rights under the Policies, the
                       Variable Account may be operated as a management company
                       under the Investment Company Act of 1940, may be
                       deregistered under that Act in the event such
                       registration is no longer required, or, subject to
                       obtaining any approvals or consents required by
                       applicable law, may be combined with other Company
                       separate accounts. To the extent permitted by applicable
                       law, the Company may also transfer the assets of the
                       Variable Account associated with the Policies to another
                       separate account. In addition, the Company may, when
                       permitted by law, restrict or eliminate any voting rights
                       of Policyowners or other persons who have voting rights
                       as to the Variable Account. (See "ADDITIONAL
                       INFORMATION--Voting Rights.")
- --------------------------------------------------------------------------------
                   THE POLICY
- --------------------------------------------------------------------------------
PURPOSE OF THE POLICY  The Policy is designed to provide the Policyowner with
                       both lifetime insurance protection and significant
                       flexibility in connection with the amount and frequency
                       of premium payments and the level of death proceeds
                       payable under a Policy. Unlike conventional life
                       insurance, the Policyowner is not required to pay
                       scheduled premiums to keep a Policy in force, but may,
                       subject to certain limitations, vary the frequency and
                       amount of premium payments. Moreover, the Policy allows a
                       Policyowner to adjust the level of death proceeds payable
                       under a Policy, without
 
                                       13
<PAGE>
                       having to purchase a new policy, by increasing or
                       decreasing the Specified Amount. Thus, as insurance needs
                       or financial conditions change, the Policyowner has the
                       flexibility to adjust death proceeds and vary premium
                       payments.
 
                       The Policy varies from conventional fixed-benefit life
                       insurance in a number of additional respects. Because the
                       death proceeds may, and the Accumulated Value will, vary
                       with the investment experience of the chosen Subaccounts,
                       the Policyowner bears the investment risk of any
                       depreciation of, but reaps the benefit of any
                       appreciation in, the value of the underlying assets. As a
                       result, whether or not a Policy continues in force may
                       depend in part upon the investment experience of the
                       chosen Subaccounts. The failure to pay a planned periodic
                       premium will not necessarily cause the Policy to lapse,
                       but the Policy could lapse even if planned periodic
                       premiums have been paid, depending upon the investment
                       experience of the Variable Account.
 
                       Life Insurance is not a short-term investment.
                       Prospective policyowners should consider their need for
                       insurance coverage and the Policy's long-term investment
                       potential. A prospective policyowner who already has life
                       insurance coverage should consider whether or not
                       changing or adding to existing coverage would be
                       advantageous. Generally, it is not advisable to purchase
                       another policy to replace an existing policy.
- --------------------------------------------------------------------------------
PURCHASING THE POLICY  Before it will issue a Policy, the Company must receive a
                       completed application, including payment of the initial
                       premium, at its Administrative Office. A Policy
                       ordinarily will be issued only for Insureds who are 0 to
                       80 years of age at their last birthday and who supply
                       satisfactory evidence of insurability to the Company.
                       Acceptance is subject to the Company's underwriting rules
                       and the Company may, in its sole discretion, reject any
                       application or premium for any reason. The minimum
                       Specified Amount for which a Policy will be issued is
                       normally $50,000, although the Company may, in its
                       discretion, issue Policies with Specified Amounts of less
                       than $50,000.
 
                       The Policy Date will be the later of (i) the date of the
                       initial application, or (ii) if additional medical or
                       other information is required pursuant to the Company's
                       underwriting rules, the date all such additional
                       information is received by the Company at its
                       Administrative Office. The Policy Date may also be any
                       other date mutually agreed to by the Company and the
                       Policyowner. If the later of (i) and (ii) above is the
                       29th, 30th or 31st of any month, the Policy Date will be
                       the 28th of such month. The Policy Date is the date used
                       to determine Policy Years, Policy Months and Policy
                       Anniversaries. The Policy Date may, but will not always,
                       coincide with the effective date of insurance coverage
                       under the Policy.
 
                       The effective date of insurance coverage under the Policy
                       will be the later of (i) the Policy Date, (ii) if an
                       amendment to the initial application is required pursuant
                       to the Company's underwriting rules, the date the Insured
                       signs the last such amendment, or (iii) the date on which
                       the full initial premium is received by the Company at
                       its Administrative Office.
- --------------------------------------------------------------------------------
PREMIUMS               Subject to certain limitations, a Policyowner has
                       flexibility in determining the frequency and amount of
                       premiums.
 
                       PREMIUM FLEXIBILITY. Unlike conventional insurance
                       policies, the Policy frees the Policyowner from the
                       requirement that premiums be paid in accordance with a
                       rigid and inflexible premium schedule. The Company may
                       require the Policyowner to pay an initial premium that,
                       when reduced by the premium expense charge (see "CHARGES
                       AND DEDUCTIONS--Premium Expense Charge"), will be
                       sufficient to pay the monthly deduction for the first
                       Policy Month. Thereafter, subject to the minimum and
                       maximum premium limitations described below, a
                       Policyowner may also make unscheduled premium payments at
                       any time prior to the Maturity Date.
 
                       PLANNED PERIODIC PREMIUMS. Each Policyowner will
                       determine a planned periodic premium schedule that
                       provides for the payment of a level premium over a
                       specified
 
                                       14
<PAGE>
                       period of time on a quarterly, semi-annual or annual
                       basis. The Company may, at its discretion, permit planned
                       periodic payments to be made on a monthly basis. Periodic
                       reminder notices ordinarily will be sent to the
                       Policyowner for each planned periodic premium. Depending
                       on the duration of the planned periodic premium schedule,
                       the timing of planned payments could affect the tax
                       status of the Policy. (See "FEDERAL TAX MATTERS.")
 
                       The Policyowner is not required to pay premiums in
                       accordance with the planned periodic premium schedule.
                       Furthermore, the Policyowner has considerable flexibility
                       to alter the amount, frequency and the time period over
                       which planned periodic premiums are paid; however, no
                       planned periodic payment may be less than $100 without
                       the Company's consent. Changes in the planned premium
                       schedule may have federal income tax consequences. (See
                       "FEDERAL TAX MATTERS.")
 
                       The payment of a planned periodic premium will not
                       guarantee that the Policy remains in force. Instead, the
                       duration of the Policy depends upon the Policy's
                       Accumulated Value. Thus, even if planned periodic
                       premiums are paid by the Policyowner, the Policy will
                       nevertheless lapse if, during the first three Policy
                       Years, Net Accumulated Value or, after three Policy
                       Years, Net Surrender Value is insufficient on a Monthly
                       Deduction Day to cover the monthly deduction (see
                       "CHARGES AND DEDUCTIONS--Monthly Deduction") and a Grace
                       Period expires without a sufficient payment (see "THE
                       POLICY--Policy Lapse and Reinstatement--LAPSE").
 
                       UNSCHEDULED PREMIUMS. Each unscheduled premium payment
                       must be at least $100; however, the Company may, in its
                       discretion, waive this minimum requirement. The Company
                       reserves the right to limit the number and amount of
                       unscheduled premium payments. An unscheduled premium
                       payment may have federal income tax consequences. (See
                       "FEDERAL TAX MATTERS.")
 
                       PREMIUM LIMITATIONS. In no event may the total of all
                       premiums paid, both planned periodic and unscheduled,
                       exceed the applicable maximum premium limitation imposed
                       by federal tax laws. Because the maximum premium
                       limitation is in part dependent upon the Specified Amount
                       for each Policy, changes in the Specified Amount may
                       affect this limitation. If at any time a premium is paid
                       which would result in total premiums exceeding the
                       applicable maximum premium limitation, the Company will
                       accept only that portion of the premium which will make
                       total premiums equal the maximum. Any part of the premium
                       in excess of that amount will be returned and no further
                       premiums will be accepted until allowed by the applicable
                       maximum premium limitation.
 
                       PAYMENT OF PREMIUMS. Payments made by the Policyowner
                       will be treated first as payment of any outstanding
                       Policy Debt unless the Policyowner indicates that the
                       payment should be treated otherwise. Where no indication
                       is made, any portion of a payment that exceeds the amount
                       of any outstanding Policy Debt will be treated as a
                       premium payment.
 
                       NET PREMIUMS. The Net Premium is the amount available for
                       investment. The Net Premium equals the premium paid less
                       the premium expense charge. (See "CHARGES AND
                       DEDUCTIONS--Premium Expense Charge.")
 
   
                       ALLOCATION OF NET PREMIUMS. In the application for a
                       Policy, the Policyowner can allocate Net Premiums or
                       portions thereof to the Subaccounts, to the Declared
                       Interest Option, or both. Net Premiums will be allocated
                       to the Declared Interest Option if they are received
                       either before the date the Company obtains a signed
                       notice from the Policyowner that the Policy has been
                       received, or before the end of 25-days after the Delivery
                       Date. Upon the earlier of (i) the date the Company
                       obtains a signed notice from the Policyowner that the
                       Policy has been received, or (ii) 25 days after the
                       Delivery Date, the Accumulated Value in the Declared
                       Interest Option automatically will be allocated, without
                       charge, among the Subaccounts and Declared Interest
                       Option in accordance with the Policyowner's allocation
                       instructions. Net Premiums received on or after (i) or
                       (ii) above are allocated in accordance with the
                       instructions of the Policyowner, to the Variable Account,
                       the Declared Interest
    
 
                                       15
<PAGE>
   
                       Option, or both. The Policyowner does not waive his
                       cancellation privilege by sending the signed notice of
                       receipt and acceptance of the Policy to the Company (see
                       "THE POLICY--Examination of Policy (Cancellation
                       Privilege)").
    
 
   
                       The minimum percentage of each premium that may be
                       allocated to any subaccount of the Variable Account or to
                       the Declared Interest Option is 10%; no fractional
                       percentages will be permitted. The allocation for future
                       Net Premiums may be changed without charge, at any time
                       while the Policy is in force, by providing the Company
                       with written notice on a form acceptable to the Company
                       signed by the Policyowner. The change will take effect on
                       the date the written notice is received at the
                       Administrative Office and will have no effect on prior
                       cash values.
    
- --------------------------------------------------------------------------------
POLICY LAPSE AND REINSTATEMENT
                       LAPSE. Unlike conventional life insurance policies, the
                       failure to make a planned periodic premium payment will
                       not itself cause a Policy to lapse. Lapse will only occur
                       during the first three Policy Years when Net Accumulated
                       Value is insufficient on a Monthly Deduction Day to cover
                       the monthly deduction, or after three Policy Years when
                       Net Surrender Value is insufficient on a Monthly
                       Deduction Day to cover the monthly deduction (see
                       "CHARGES AND DEDUCTIONS--Monthly Deduction"), and a Grace
                       Period expires without a sufficient payment. Insurance
                       coverage will continue during the Grace Period, but the
                       Policy will be deemed to have no Accumulated Value for
                       purposes of Policy Loans and surrenders during such Grace
                       Period. The death proceeds payable during the Grace
                       Period will equal the amount of the death proceeds
                       payable immediately prior to the commencement of the
                       Grace Period, reduced by any due and unpaid monthly
                       deductions.
 
                       To avoid lapse and termination of the Policy without
                       value, the Company must receive from the Policyowner
                       during the Grace Period a premium payment that, when
                       reduced by the premium expense charge (see "CHARGES AND
                       DEDUCTIONS-- Premium Expense Charge"), will be at least
                       equal to three times the monthly deduction due on the
                       Monthly Deduction Day immediately preceding the Grace
                       Period (see "CHARGES AND DEDUCTIONS--Monthly Deduction").
                       A Grace Period of 61 days will commence on the date the
                       Company sends a notice of any insufficiency to the
                       Policyowner.
 
                       REINSTATEMENT. Prior to the Maturity Date, a lapsed
                       Policy may be reinstated at any time within five years of
                       the Monthly Deduction Day immediately preceding the Grace
                       Period which expired without payment of the required
                       premium. Reinstatement is effected by submitting the
                       following items to the Company:
 
                            1.  A written application for reinstatement signed
                                by the Policyowner and the Insured;
 
                            2.  Evidence of insurability satisfactory to the
                                Company;
 
                            3.  A premium that, after the deduction of the
                                premium expense charge, is at least sufficient
                                to keep the Policy in force for three months;
                                and
 
                            4.  An amount equal to the monthly cost of insurance
                                for the two Policy Months prior to lapse.
 
                       (State law may limit the premium to be paid on
                       reinstatement to an amount less than that described.) To
                       the extent that the first year monthly administrative
                       charge was not deducted for a total of twelve Policy
                       Months prior to lapse, such charge will continue to be
                       deducted following reinstatement of the Policy until such
                       charge has been assessed, both before and after the
                       lapse, for a total of 12 Policy Months. (See "CHARGES AND
                       DEDUCTIONS--Monthly Deduction.") The Company will not
                       reinstate a Policy surrendered for its Net Surrender
                       Value. The lapse of a Policy with loans outstanding may
                       have adverse tax consequences (see "FEDERAL TAX
                       MATTERS--Policy Proceeds").
 
                       The effective date of the reinstated Policy will be the
                       Monthly Deduction Day coinciding with or next following
                       the date the Company approves the application for
                       reinstatement.
 
                                       16
<PAGE>
- --------------------------------------------------------------------------------
EXAMINATION OF POLICY (CANCELLATION PRIVILEGE)
                       The Policyowner may cancel the Policy by delivering or
                       mailing written notice or sending a telegram to the
                       Company at its Administrative Office, and returning the
                       Policy to the Company at its Administrative Office before
                       midnight of the twentieth day after the Policyowner
                       receives the Policy. Notice given by mail and return of
                       the Policy by mail are effective on being postmarked,
                       properly addressed and postage prepaid.
 
                       With respect to all Policies, the Company will refund,
                       within seven days after receipt of satisfactory notice of
                       cancellation and the returned Policy at its
                       Administrative Office, the greater of premiums paid or
                       the Policy's Accumulated Value plus an amount equal to
                       any charges which have been deducted from premiums,
                       Accumulated Value and the Variable Account.
- --------------------------------------------------------------------------------
SPECIAL TRANSFER PRIVILEGE
                       A Policyowner may, at any time prior to the Maturity Date
                       while the Policy is in force, convert the Policy to a
                       flexible premium fixed-benefit life insurance policy by
                       requesting that all of the Accumulated Value in the
                       Variable Account be transferred to the Declared Interest
                       Option. The Policyowner may exercise this special
                       transfer privilege once each Policy Year. Once a
                       Policyowner exercises the special transfer privilege, all
                       future premium payments automatically will be credited to
                       the Declared Interest Option, until such time as the
                       Policyowner requests a change in allocation. No charge
                       will be imposed for any transfers resulting from the
                       exercise of the special transfer privilege.
- --------------------------------------------------------------------------------
                   POLICY BENEFITS
- --------------------------------------------------------------------------------
                       While a Policy is in force, it provides for certain
                       benefits prior to the Maturity Date. Subject to certain
                       limitations, the Policyowner may at any time obtain all
                       or a portion of the Net Accumulated Value by surrendering
                       or taking a partial withdrawal from the Policy. (See
                       "POLICY BENEFITS--Accumulated Value Benefits--SURRENDER
                       AND WITHDRAWAL PRIVILEGES.") In addition, the Policyowner
                       has certain policy loan privileges under the Policies.
                       (See "POLICY BENEFITS--Loan Benefits--POLICY LOANS.") The
                       Policy also provides for the payment of death proceeds
                       upon the death of the Insured under one of two death
                       benefit options selected by the Policyowner (see "POLICY
                       BENEFITS--Death Proceeds--DEATH BENEFIT OPTIONS"), and
                       benefits upon the maturity of a Policy (see "POLICY
                       BENEFITS--Benefits at Maturity").
- --------------------------------------------------------------------------------
ACCUMULATED VALUE BENEFITS
                       SURRENDER AND WITHDRAWAL PRIVILEGES. At any time prior to
                       the Maturity Date while the Policy is in force, a
                       Policyowner may surrender the Policy or make a partial
                       withdrawal by sending a written request to the Company at
                       its Administrative Office. A surrender charge will apply
                       to any surrender during the first ten Policy Years, as
                       well as during the first ten years following an increase
                       in Specified Amount. A Partial Withdrawal Fee to cover
                       the cost of processing a withdrawal will be payable upon
                       each partial withdrawal. (See "CHARGES AND
                       DEDUCTIONS--Partial Withdrawal Fee, and --Surrender
                       Charge.") Surrender and withdrawal proceeds ordinarily
                       will be mailed to the Policyowner within seven days after
                       the Company receives a signed request for a surrender at
                       its Administrative Office, although payments may be
                       postponed under certain circumstances. (See "GENERAL
                       PROVISIONS--Postponement of Payments.")
 
                       SURRENDERS. The amount payable upon surrender of the
                       Policy is the Net Surrender Value at the end of the
                       Valuation Period during which the request is received.
                       This amount may be paid in a lump sum or under one of the
                       payment options specified in the Policy, as requested by
                       the Policyowner. (See "POLICY BENEFITS--Payment
                       Options.") Upon surrender, all insurance in force will
                       terminate. For a discussion of the tax consequences
                       associated with Surrenders, see "FEDERAL TAX MATTERS."
 
                       PARTIAL WITHDRAWALS. A Policyowner may obtain a portion
                       of the Policy's Net Surrender Value. The amount requested
                       for partial withdrawal must be at least $500 and cannot
                       exceed the lesser of (1) the Net Surrender Value less
                       $500, or (2) 90% of the Net Surrender Value. The Partial
                       Withdrawal Fee will be deducted from the remaining
 
                                       17
<PAGE>
                       Accumulated Value. The Policyowner may request that the
                       proceeds of a partial withdrawal be paid in a lump sum or
                       under one of the payment options specified in the Policy.
                       (See "POLICY BENEFITS--Payment Options.")
 
                       A partial withdrawal (together with the Partial
                       Withdrawal Fee) will be allocated among the Subaccounts
                       and the Declared Interest Option in accordance with the
                       written instructions of the Policyowner. If no such
                       instructions are received with the request for partial
                       withdrawal, the partial withdrawal will be allocated
                       among the Subaccounts and the Declared Interest Option in
                       the same proportion that the Accumulated Value in each of
                       the Subaccounts and the Accumulated Value in the Declared
                       Interest Option, reduced by any outstanding Policy Debt,
                       bears to the total Accumulated Value on the date the
                       request is received at the Administrative Office.
 
                       Partial withdrawals will affect both the Policy's
                       Accumulated Value and the death proceeds payable under
                       the Policy. The Policy's Accumulated Value will be
                       reduced by the amount of the partial withdrawal. If the
                       death benefit payable under either death benefit option
                       both before and after the partial withdrawal is equal to
                       the Accumulated Value multiplied by the specified amount
                       factor set forth in the Policy, a partial withdrawal will
                       result in a reduction in death proceeds equal to the
                       amount of the partial withdrawal, multiplied by the
                       specified amount factor then in effect. If the death
                       benefit is not so affected by the specified amount
                       factor, the reduction in death proceeds will be equal to
                       the partial withdrawal. (See "POLICY BENEFITS--Death
                       Proceeds.")
 
                       Partial withdrawals will reduce the Policy's Specified
                       Amount by the amount of Accumulated Value withdrawn if
                       Option B is in effect at the time of the withdrawal. If
                       Option A is in effect at the time of the withdrawal,
                       there will be no effect on Specified Amount. (See "POLICY
                       BENEFITS--Death Proceeds--DEATH BENEFIT OPTIONS.") The
                       Specified Amount remaining in force after a partial
                       withdrawal may not be less than the minimum Specified
                       Amount for the Policy in effect on the date of the
                       partial withdrawal, as published by the Company. As a
                       result, the Company will not process any partial
                       withdrawal that would reduce the Specified Amount below
                       this minimum. If increases in the Specified Amount
                       previously have occurred, a partial withdrawal will first
                       reduce the Specified Amount of the most recent increase,
                       then the next most recent increases successively, then
                       the coverage under the original application. Thus, a
                       partial withdrawal may either increase or decrease the
                       amount of the cost of insurance charge, depending upon
                       the particular circumstances. (See "CHARGES AND
                       DEDUCTIONS--Monthly Deduction--COST OF INSURANCE.") For a
                       discussion of the tax consequences associated with
                       partial withdrawals, see "FEDERAL TAX MATTERS."
 
                       NET ACCUMULATED VALUE. Net Accumulated Value equals the
                       Policy's Accumulated Value reduced by any outstanding
                       Policy Debt and increased by any unearned loan interest.
 
                       CALCULATION OF ACCUMULATED VALUE. The Policy provides for
                       the accumulation of Accumulated Value. Accumulated Value
                       will be determined on each Business Day. A Policy's
                       Accumulated Value will reflect a number of factors,
                       including Net Premiums paid, partial withdrawals, Policy
                       Loans, charges assessed in connection with the Policy,
                       the interest earned on the Accumulated Value in the
                       Declared Interest Option and the investment performance
                       of the Subaccounts to which the Accumulated Value is
                       allocated. There is no guaranteed minimum Accumulated
                       Value. The Accumulated Value of the Policy is equal to
                       the sum of the Accumulated Values in each Subaccount,
                       plus the Accumulated Value in the Declared Interest
                       Option, including amounts transferred to the Declared
                       Interest Option to secure outstanding Policy Debt.
 
   
                       As of the Policy Date, the Policy's Accumulated Value
                       equals the initial Net Premium less the monthly deduction
                       made on the Policy Date.
    
 
   
                       On the Business Day coinciding with or immediately
                       following the date the Company receives notice that the
                       Policy has been received by the Policyowner, but no later
                       than 25 days after the Delivery Date, the Policy's
                       Accumulated Value (all of which is in the Declared
                       Interest Option) will be transferred automatically among
                       the Subaccounts
    
 
                                       18
<PAGE>
                       and the Declared Interest Option in accordance with such
                       percentage allocation instructions. At the end of each
                       Valuation Period thereafter, the Accumulated Value in a
                       Subaccount will equal:
 
                                (1) The total Subaccount units represented by
                                    the accumulated value at the end of the
                                    preceding valuation period, multiplied by
                                    the Subaccount's unit value for the current
                                    valuation period; PLUS
 
                                (2) Any Net Premiums received during the current
                                    Valuation Period which are allocated to the
                                    Subaccount; PLUS
 
                                (3) All Accumulated Values transferred to the
                                    Subaccount from the Declared Interest Option
                                    or from another Subaccount during the
                                    current Valuation Period; MINUS
 
                                (4) All Accumulated Values transferred from the
                                    Subaccount to another Subaccount or to the
                                    Declared Interest Option during the current
                                    Valuation Period, including amounts
                                    transferred to the Declared Interest Option
                                    to secure Policy Debt; MINUS
 
                                (5) All partial withdrawals (and any portion of
                                    the Partial Withdrawal Fee) deducted from
                                    the Subaccount during the current Valuation
                                    Period; MINUS
 
                                (6) The portion of any monthly deduction charged
                                    to the Subaccount during the current
                                    Valuation Period to cover the Policy Month
                                    following the Monthly Deduction Day.
 
                       The Policy's total Accumulated Value in the Variable
                       Account equals the sum of the Policy's Accumulated Value
                       in each Subaccount.
 
                       UNIT VALUE. Each Subaccount has a Unit Value. When Net
                       Premiums are allocated to, or other amounts are
                       transferred into, a Subaccount, a number of units are
                       purchased based on the Unit Value of the Subaccount as of
                       the end of the Valuation Period during which the transfer
                       is made. Likewise, when amounts are transferred out of a
                       Subaccount, units are redeemed on the same basis. On any
                       day, a Policy's Accumulated Value in a Subaccount is
                       equal to the number of units held in such Subaccount,
                       multiplied by the Unit Value of such Subaccount on that
                       date.
 
                       For each Subaccount, the Unit Value was initially set at
                       $10 when the Subaccount first purchased shares of the
                       designated Investment Option. The Unit Value for each
                       subsequent valuation period is calculated by dividing (a)
                       by (b) where:
 
                                (a) is (1) the Net Asset Value of the Subaccount
                                    at the end of the preceding Valuation
                                    Period, plus (2) the investment income and
                                    capital gains, realized or unrealized,
                                    credited to the net assets of that
                                    Subaccount during the Valuation Period for
                                    which the Unit Value is being determined,
                                    minus (3) the capital losses, realized or
                                    unrealized, charged against those assets
                                    during the Valuation Period, minus (4) any
                                    amount charged against the Subaccount for
                                    taxes, or any amount set aside during the
                                    Valuation Period by the Company as a
                                    provision for taxes attributable to the
                                    operation or maintenance of that Subaccount;
                                    and minus (5) a charge equal to .0024548% of
                                    the average daily net assets of the
                                    Subaccount for each day in the Valuation
                                    Period. This corresponds to an effective
                                    annual rate of 0.90% of the average daily
                                    net assets of the Subaccount for mortality
                                    and expense risks incurred in connection
                                    with the Policies. (This charge is
                                    guaranteed not to exceed .0028618% of the
                                    average daily net assets on each Subaccount,
                                    which corresponds to an effective annual
                                    rate of 1.05%.)
 
                                (b) is the number of units outstanding at the
                                    end of the preceding Valuation Period.
 
                       The Unit Value for a Valuation Period applies for each
                       day in the period. The assets in the Variable Account
                       will be valued at their fair market value in accordance
                       with accepted accounting practices and applicable laws
                       and regulations.
 
                                       19
<PAGE>
- --------------------------------------------------------------------------------
TRANSFERS              Policyowners may transfer amounts among the Subaccounts
                       an unlimited number of times in a Policy Year; however,
                       only one transfer per Policy Year may be made between the
                       Declared Interest Option and the Variable Account.
                       Transfers are made by written request to the
                       Administrative Office or, if the Policyowner has elected
                       the "Telephone Transfer Authorization" on the
                       supplemental application, by calling the Administrative
                       Office toll-free at 888-349-4650. The amount of the
                       transfer must be at least $100 or the total Accumulated
                       Value in the Subaccount or in the Declared Interest
                       Option (reduced, in the case of the Declared Interest
                       Option, by any outstanding Policy Debt), if less than
                       $100. The Company may, at its discretion, waive the $100
                       minimum requirement. The transfer will be effective as of
                       the end of the Valuation Period during which the request
                       is received at the Administrative Office.
 
                       The first transfer in each Policy Year will be made
                       without charge; each time amounts are subsequently
                       transferred in that Policy Year, a transfer charge of $25
                       may be assessed. The transfer charge, unless paid in
                       cash, will be deducted from the amount transferred. Once
                       a Policy is issued, the amount of the transfer charge is
                       guaranteed for the life of the Policy. (See "CHARGES AND
                       DEDUCTIONS--Transfer Charge.")
 
                       For purposes of these limitations and charges, all
                       transfers effected on the same day will be considered a
                       single transfer.
- --------------------------------------------------------------------------------
LOAN BENEFITS          POLICY LOANS. So long as the Policy remains in force and
                       has a positive Net Surrender Value, a Policyowner may
                       borrow money from the Company at any time using the
                       Policy as the sole security for the Policy Loan. A loan
                       taken from, or secured by, a Policy may have federal
                       income tax consequences. (See "FEDERAL TAX MATTERS.")
 
                       The maximum amount that may be borrowed at any time is
                       90% of the Net Surrender Value as of the end of the
                       Valuation Period during which the request for the Policy
                       Loan is received at the Administrative Office. The
                       Company's claim for repayment of Policy Debt has priority
                       over the claims of any assignee or other person.
 
                       During any time that there is outstanding Policy Debt,
                       payments made by the Policyowner will be treated first as
                       payment of outstanding Policy Debt, unless the
                       Policyowner indicates that the payment should be treated
                       otherwise. Where no indication is made, any portion of a
                       payment that exceeds the amount of any outstanding Policy
                       Debt will be treated as a premium payment.
 
                       ALLOCATION OF POLICY LOAN. When a Policy Loan is made, an
                       amount equal to the Policy Loan will be segregated within
                       the Declared Interest Option as security for the Policy
                       Loan. If, immediately prior to the Policy Loan, the
                       Accumulated Value in the Declared Interest Option less
                       Policy Debt outstanding is less than the amount of such
                       Policy Loan, the difference will be transferred from the
                       subaccounts of the Variable Account, which have
                       Accumulated Value, in the same proportions that the
                       Policy's Accumulated Value in each Subaccount bears to
                       the Policy's total Accumulated Value in the Variable
                       Account. Accumulated Values will be determined as of the
                       end of the Valuation Period during which the request for
                       the Policy Loan is received at the Administrative Office.
 
                       Loan proceeds will normally be mailed to the Policyowner
                       within seven days after receipt of a written request.
                       Postponement of a Policy Loan may take place under
                       certain circumstances. (See "GENERAL
                       PROVISIONS--Postponement of Payments.")
 
                       Amounts segregated within the Declared Interest Option as
                       security for Policy Debt will bear interest at an
                       effective annual rate set by the Company. (See "POLICY
                       BENEFITS--Loan Benefits--EFFECT ON INVESTMENT
                       PERFORMANCE.")
 
                       LOAN INTEREST CHARGED. The interest rate charged on
                       Policy Loans is not fixed. The maximum annual loan
                       interest rate will be no greater than the "Published
                       Monthly Average of the Composite Yield on Seasoned
                       Corporate Bonds" as published by Moody's Investors
                       Service, Inc. or any successor thereto for the calendar
                       month ending two months before the date on which the rate
                       is determined; or 5.5%. The
 
                                       20
<PAGE>
                       Company may at any time elect to change the interest
                       rate. The Company will send notice of any change in rate
                       to the Policyowner. The new rate will take effect on the
                       Policy Anniversary coinciding with or next following the
                       date the rate is changed.
 
                       Interest is payable in advance at the time any Policy
                       Loan is made (for the remainder of the Policy Year) and
                       on each Policy Anniversary thereafter (for the entire
                       Policy Year) so long as there is Policy Debt outstanding.
                       Interest payable at the time a Policy Loan is made will
                       be subtracted from the loan proceeds. Thereafter,
                       interest not paid when due will be added to the existing
                       Policy Debt and bear interest at the same rate charged
                       for Policy Loans. The amount equal to unpaid interest
                       will be segregated within the Declared Interest Option in
                       the same manner that amounts for Policy Loans are
                       segregated within the Declared Interest Option. (See
                       "POLICY BENEFITS-- Loan Benefits--ALLOCATION OF POLICY
                       LOAN.")
 
                       Because interest is charged in advance, any interest that
                       has not been earned will be added to the death benefit
                       payable at the Insured's death and to the Accumulated
                       Value upon complete surrender, and will be credited to
                       the Accumulated Value in the Declared Interest Option
                       upon repayment of Policy Debt.
 
                       EFFECT ON INVESTMENT PERFORMANCE. Amounts transferred
                       from the Variable Account as security for Policy Debt
                       will no longer participate in the investment performance
                       of the Variable Account. All amounts held in the Declared
                       Interest Option as security for Policy Debt will be
                       credited with interest on each Monthly Deduction Day at
                       an effective annual rate equal to the greater of 4.0% or
                       the current effective loan interest rate minus no more
                       than 3.0%, as determined and declared by the Company. No
                       additional interest will be credited to these amounts.
                       The interest credited will remain in the Declared
                       Interest Option unless and until transferred by the
                       Policyowner to the Variable Account, but will not be
                       segregated within the Declared Interest Option as
                       security for Policy Debt.
 
                       From time to time, the Company may allow, by Company
                       practice, a loan spread of 0% on the gain in a Policy in
                       effect a minimum of ten years.
 
                       Even though Policy Debt may be repaid in whole or in part
                       at any time prior to the Maturity Date if the Policy is
                       still in force, Policy Loans will affect the Accumulated
                       Value of a Policy and may affect the death proceeds
                       payable. The effect could be favorable or unfavorable
                       depending upon whether the investment performance of the
                       Subaccount(s) from which the Accumulated Value was
                       transferred is less than or greater than the interest
                       rates actually credited to the Accumulated Value
                       segregated within the Declared Interest Option as
                       security for Policy Debt while Policy Debt is
                       outstanding. In comparison to a Policy under which no
                       Policy Loan was made, Accumulated Value will be lower
                       where such interest rates credited were less than the
                       investment performance of the Subaccount(s), but will be
                       greater where such interest rates were greater than the
                       performance of the Subaccount(s). In addition, death
                       proceeds will reflect a reduction of the death benefit by
                       any outstanding Policy Debt.
 
                       POLICY DEBT. Policy Debt equals the sum of all unpaid
                       Policy Loans and any due and unpaid policy loan interest.
                       Policy Debt is not included in Net Accumulated Value,
                       which is equal to Accumulated Value less Policy Debt. If,
                       during the first three Policy Years, Net Accumulated
                       Value or, after three Policy Years, Net Surrender Value
                       is insufficient on a Monthly Deduction Day to cover the
                       monthly deduction (see "Charges and Deductions--Monthly
                       Deduction"), the Company will notify the Policyowner. To
                       avoid lapse and termination of the Policy without value
                       (see "THE POLICY--Policy Lapse and
                       Reinstatement--LAPSE"), the Policyowner must, during the
                       Grace Period, make a premium payment that, when reduced
                       by the premium expense charge (see "CHARGES AND
                       DEDUCTIONS--Premium Expense Charge"), will be at least
                       equal to three times the monthly deduction due on the
                       Monthly Deduction Day immediately preceding the Grace
                       Period (see "CHARGES AND DEDUCTIONS--Monthly Deduction").
                       Therefore the greater the Policy Debt under a Policy, the
                       more likely it would be to lapse.
 
                                       21
<PAGE>
                       REPAYMENT OF POLICY DEBT. Policy Debt may be repaid in
                       whole or in part any time during the Insured's life and
                       before the Maturity Date so long as the Policy is in
                       force. Any Policy Debt not repaid is subtracted from the
                       death benefit payable at the Insured's death, from
                       Surrender Value upon surrender or from the maturity
                       benefit. Any payments made by a Policyowner will be
                       treated first as the repayment of any outstanding Policy
                       Debt, unless the Policyowner indicates otherwise. Upon
                       repayment of Policy Debt, the portion of the Accumulated
                       Value in the Declared Interest Option securing the repaid
                       portion of the Policy Debt will no longer be segregated
                       within the Declared Interest Option as security for
                       Policy Debt, but will remain in the Declared Interest
                       Option unless and until transferred to the Variable
                       Account by the Policyowner.
 
                       For a discussion of the tax consequences associated with
                       Policy Loans and lapses, see "FEDERAL TAX MATTERS."
- --------------------------------------------------------------------------------
DEATH PROCEEDS         So long as the Policy remains in force, the Policy
                       provides for the payment of death proceeds upon the death
                       of the Insured. Proceeds will be paid to the primary
                       Beneficiary or a contingent Beneficiary. One or more
                       primary Beneficiaries or contingent Beneficiaries may be
                       named. If no Beneficiary survives the Insured, the death
                       proceeds will be paid to the Policyowner or his estate.
                       Death proceeds may be paid in a lump sum or under a
                       payment option. (See "POLICY BENEFITS--Payment Options.")
                       To determine the death proceeds, the death benefit will
                       be reduced by any outstanding Policy Debt and increased
                       by any unearned loan interest and any premiums paid after
                       the date of death. Proceeds will ordinarily be mailed
                       within seven days after receipt by the Company of Due
                       Proof of Death. Payment may, however, be postponed under
                       certain circumstances. (See "GENERAL PROVISIONS--
                       Postponement of Payments.") The Company pays interest on
                       those proceeds, at an annual rate of no less than 3.0% or
                       any rate required by law, from the date of death to the
                       date payment is made.
 
                       DEATH BENEFIT OPTIONS. Policyowners designate in the
                       initial application one of two death benefit options
                       offered under the Policy. The amount of the death benefit
                       payable under a Policy will depend upon the option in
                       effect at the time of the Insured's death. Under Option
                       A, the death benefit will be equal to the greater of (i)
                       the sum of the current Specified Amount and the
                       Accumulated Value, or (ii) the Accumulated Value
                       multiplied by the specified amount factor. Accumulated
                       Value will be determined as of the end of the Business
                       Day coinciding with or immediately following the date of
                       death. The specified amount factor is 2.50 for an Insured
                       Attained Age 40 or below on the date of death. For
                       Insureds with an Attained Age over 40 on the date of
                       death, the factor declines with age as shown in the
                       Specified Amount Factor Table in Appendix B. Accordingly,
                       under Option A, the death proceeds will always vary as
                       the Accumulated Value varies (but will never be less than
                       the Specified Amount). Policyowners who prefer to have
                       favorable investment performance and additional premiums
                       reflected in increased death benefits generally should
                       select Option A.
 
                       Under Option B, the death benefit will be equal to the
                       greater of the current Specified Amount or the
                       Accumulated Value (determined as of the end of the
                       Business Day coinciding with or immediately following the
                       date of death) multiplied by the specified amount factor.
                       The specified amount factor is the same as under Option
                       A. Accordingly, under Option B the death benefit will
                       remain level at the Specified Amount unless the
                       Accumulated Value multiplied by the specified amount
                       factor exceeds the current Specified Amount, in which
                       case the amount of the death benefit will vary as the
                       Accumulated Value varies. Policyowners who are satisfied
                       with the amount of their insurance coverage under the
                       Policy and who prefer to have favorable investment
                       performance and additional premiums reflected in higher
                       Accumulated Value, rather than increased death benefits,
                       generally should select Option B.
 
                       Examples illustrating Option A and Option B can be found
                       in Appendix B.
 
                                       22
<PAGE>
                       CHANGE IN DEATH BENEFIT OPTION. The death benefit option
                       in effect may be changed at any time by sending a written
                       request for the change to the Company at its
                       Administrative Office. The effective date of such a
                       change will be the Monthly Deduction Day coinciding with
                       or immediately following the date the change is approved
                       by the Company. A change in death benefit options may
                       have federal income tax consequences. (See "FEDERAL TAX
                       MATTERS.")
 
                       If the death benefit option is changed from Option A to
                       Option B, the current Specified Amount will not change.
                       If the benefit option is changed from Option B to Option
                       A, the current Specified Amount will be reduced by an
                       amount equal to the Accumulated Value on the effective
                       date of the change. A change in the death benefit option
                       may not be made if it would result in a Specified Amount
                       which is less than the minimum Specified Amount in effect
                       on the effective date of the change or if after the
                       change the Policy would no longer qualify as life
                       insurance under federal tax law.
 
                       No charges will be imposed in connection with a change in
                       death benefit option; however, a change in death benefit
                       option will affect the cost of insurance charges. (See
                       "CHARGES AND DEDUCTIONS--Monthly Deduction--COST OF
                       INSURANCE.")
 
                       CHANGE IN EXISTING COVERAGE. After a Policy has been in
                       force for one Policy Year, a Policyowner may adjust the
                       existing insurance coverage by increasing or decreasing
                       the Specified Amount. To make a change, the Policyowner
                       must send a written request to the Company at its Home
                       Office. Any change in the Specified Amount may affect the
                       cost of insurance rate and the net amount at risk, both
                       of which will affect a Policyowner's cost of insurance
                       charge. (See "CHARGES AND DEDUCTIONS-- Monthly
                       Deduction--COST OF INSURANCE RATE, and --NET AMOUNT AT
                       RISK.") If decreases in the Specified Amount cause the
                       premiums paid to exceed the maximum premium limitations
                       imposed by federal tax law (see "THE POLICY--Premiums--
                       PREMIUM LIMITATIONS"), the decrease will be limited to
                       the extent necessary to meet these requirements. A change
                       in existing coverage may have federal income tax
                       consequences. (See "FEDERAL TAX MATTERS--Tax Treatment of
                       Policy Benefits.")
 
                       Any decrease in the Specified Amount will become
                       effective on the Monthly Deduction Day coinciding with or
                       immediately following the date the request is approved by
                       the Company. The decrease will first reduce the Specified
                       Amount provided by the most recent increase, then the
                       next most recent increases successively, then the
                       Specified Amount under the original application. The
                       Specified Amount following a decrease can never be less
                       than the minimum Specified Amount for the Policy in
                       effect on the date of the decrease. A Specified Amount
                       decrease will not reduce the Surrender Charge.
 
                       To apply for an increase, evidence of insurability
                       satisfactory to the Company must be provided. Any
                       approved increase will become effective on the Monthly
                       Deduction Day coinciding with or immediately following
                       the date the request is approved by the Company. An
                       increase will not become effective, however, if the
                       Policy's Accumulated Value on the effective date would
                       not be sufficient to cover the deduction for the
                       increased cost of the insurance for the next Policy
                       Month. A Specified Amount increase is subject to its own
                       Surrender Charge.
 
                       CHANGES IN INSURANCE PROTECTION. A Policyowner may
                       increase or decrease the pure insurance protection
                       provided by a Policy--the difference between the death
                       benefit and the Accumulated Value--in one of several ways
                       as insurance needs change. These ways include increasing
                       or decreasing the Specified Amount of insurance, changing
                       the level of premium payments and, to a lesser extent,
                       partially withdrawing Accumulated Value. Although the
                       consequences of each of these methods will depend upon
                       the individual circumstances, they may be summarized as
                       follows:
 
                                (a) A decrease in the Specified Amount will,
                                    subject to the applicable specified amount
                                    factor limitations (see "POLICY
                                    BENEFITS--Death Proceeds-- DEATH BENEFIT
                                    OPTIONS"), decrease the pure insurance
                                    protection and the cost of insurance charges
                                    under the Policy without generally reducing
                                    the Accumulated Value.
 
                                       23
<PAGE>
                                (b) An increase in the Specified Amount may
                                    increase the amount of pure insurance
                                    protection, depending on the amount of
                                    Accumulated Value and the resultant
                                    applicable specified amount factor. If the
                                    insurance protection is increased, the cost
                                    of insurance charge generally will increase
                                    as well.
 
                                (c) If Option B is elected, an increased level
                                    of premium payments will increase the
                                    Accumulated Value and reduce the pure
                                    insurance protection, until the Accumulated
                                    Value multiplied by the applicable specified
                                    amount factor exceeds the Specified Amount.
                                    Increased premiums should also increase the
                                    amount of funds available to keep the Policy
                                    in force.
 
                                (d) If Option B is elected, a reduced level of
                                    premium payments generally will increase the
                                    amount of pure insurance protection,
                                    depending on the applicable specified amount
                                    factor. It also will result in a reduced
                                    amount of Accumulated Value and will
                                    increase the possibility that the Policy
                                    will lapse.
 
                                (e) A partial withdrawal will reduce the death
                                    benefit. (See "POLICY BENEFITS--Accumulated
                                    Value Benefits--SURRENDER AND WITHDRAWAL
                                    PRIVILEGES.") However, it only affects the
                                    amount of pure insurance protection if the
                                    death benefit payable is based on the
                                    specified amount factor, because otherwise
                                    the decrease in the benefit is offset by the
                                    amount of Accumulated Value withdrawn. The
                                    primary use of a partial withdrawal is to
                                    withdraw cash and reduce Accumulated Value.
 
                       In comparison, an increase in the death benefit due to
                       the operation of the specified amount factor occurs
                       automatically and is intended to help assure that the
                       Policy remains qualified as life insurance under federal
                       tax law. The calculation of the death benefit based upon
                       the specified amount factor occurs only when the
                       Accumulated Value of a Policy reaches a certain
                       proportion of the Specified Amount (which may or may not
                       occur). Additional premium payments, favorable investment
                       performance and large initial premiums tend to increase
                       the likelihood of the specified amount factor becoming
                       operational after the first few Policy Years. Such
                       increases will be temporary, however, if the investment
                       performance becomes unfavorable and/or premium payments
                       are stopped or decreased.
- --------------------------------------------------------------------------------
ACCELERATED PAYMENTS OF DEATH PROCEEDS
                       In the event that the Insured becomes terminally ill (as
                       defined below), the Policyowner (if residing in a state
                       that has approved such an endorsement) may, by written
                       request and subject to the conditions stated below, have
                       the Company pay all or a portion of the accelerated death
                       benefit immediately to the Policyowner. If not attached
                       to the Policy beforehand, the Company will issue an
                       accelerated death benefit endorsement (the "Endorsement")
                       providing for this right.
 
                       For this purpose, an Insured is terminally ill when a
                       physician (as defined by the Endorsement) certifies that
                       he or she has a life expectancy of 12 months or less.
 
                       The accelerated death benefit is equal to the Policy's
                       death benefit as described on page 6, up to a maximum of
                       $250,000 (the $250,000 maximum applies in aggregate to
                       all policies issued by the Company on the Insured), less
                       an amount representing a discount for 12 months at the
                       interest rate charged for loans under the Policy. The
                       accelerated death benefit does not include the amount of
                       any death benefit payable under a rider that covers the
                       life of someone other than the Insured.
 
                       In the event that there is a loan outstanding under the
                       Policy on the date that the Policyowner requests a
                       payment under the Endorsement, the accelerated death
                       benefit is reduced by a portion of the outstanding loan
                       in the same proportion that the requested payment under
                       the Endorsement bears to the total death benefit under
                       the Policy. If the amount requested by the Policyowner to
                       be paid under the Endorsement is less than the total
                       death benefit under the Policy and the Specified Amount
                       of the Policy is equal to or greater than the minimum
                       Specified Amount, the Policy will remain in force with
                       all values and benefits under the Policy being reduced in
                       the same proportion that the new Policy benefit bears to
                       the Policy benefit before exercise of the Endorsement.
 
                                       24
<PAGE>
                       There are several other restrictions associated with the
                       Endorsement. These are: (1) the Endorsement is not valid
                       if the Policy is within five years of being matured, (2)
                       the consent of any irrevocable beneficiary or assignee is
                       required to exercise the Endorsement, (3) the Company
                       reserves the right, in its sole discretion, to require
                       the consent of the Insured or of any beneficiary,
                       assignee, spouse or other party of interest before
                       permitting the exercise of the Endorsement, (4) the
                       Company reserves the right to obtain the concurrence of a
                       second medical opinion as to whether any Insured is
                       terminally ill and (5) the Endorsement is not effective
                       where (a) the Insured or the Policyowner would be
                       otherwise required by law to use the Endorsement to meet
                       the claims of creditors, or (b) the Insured would be
                       otherwise required by any government agency to exercise
                       the Endorsement in order to apply for, obtain or keep a
                       government benefit or entitlement.
 
                       The Endorsement will terminate at the earlier of the end
                       of the grace period for which any premium is unpaid, upon
                       receipt in the Administrative Office of a written request
                       from the Policyowner to cancel the Endorsement or upon
                       termination of the Policy.
 
                       Pursuant to the recently enacted Health Insurance
                       Portability and Accountability Act of 1996, the Company
                       believes that for federal income tax purposes, an
                       accelerated death benefit payment received under an
                       accelerated death benefit endorsement should be fully
                       excludable from the gross income of the beneficiary, as
                       long as the beneficiary is the insured under the Policy.
                       However, the Policyowner should consult a qualified tax
                       adviser about the consequences of adding this Endorsement
                       to a Policy or requesting an accelerated death benefit
                       payment under this Endorsement.
- --------------------------------------------------------------------------------
BENEFITS AT MATURITY   If the Insured is alive and the Policy is in force on the
                       Maturity Date, the Company will pay to the Policyowner
                       the Policy's Accumulated Value as of the end of the
                       Business Day coinciding with or immediately following the
                       Maturity Date, reduced by any outstanding Policy Debt.
                       (See "POLICY BENEFITS--Loan Benefits--REPAYMENT OF POLICY
                       DEBT.") Benefits at maturity may be paid in a lump sum or
                       under a payment option. The Maturity Date is Attained Age
                       115.
- --------------------------------------------------------------------------------
PAYMENT OPTIONS        Death proceeds and Accumulated Value paid at maturity, or
                       upon surrender or partial withdrawal of a Policy, may be
                       paid in whole or in part under a payment option. There
                       are currently five payment options available. Payments
                       may also be made under any new payment option available
                       at the time proceeds become payable. In addition,
                       proceeds may be paid in any other manner acceptable to
                       the Company.
 
                       An option may be designated in the application or by
                       notifying the Company in writing at its Administrative
                       Office. During the life of the Insured, the Policyowner
                       may select a payment option; in addition, during that
                       time the Policyowner may change a previously selected
                       option by sending written notice to the Company
                       requesting the cancellation of the prior option and the
                       designation of a new option. If the Policyowner has not
                       chosen an option prior to the Insured's death, the
                       Beneficiary may choose an option. The Beneficiary may
                       change a payment option by sending a written request to
                       the Company, provided that a prior option chosen by the
                       Policyowner is not in effect.
 
                       If no option is chosen, the Company will pay the proceeds
                       of the Policy in one sum. The Company will also pay the
                       proceeds in one sum if, (i) the proceeds are less than
                       $2,000; (ii) periodic payments would be less than $50; or
                       (iii) the payee is an assignee, estate, trustee,
                       partnership, corporation or association.
 
                       Amounts paid under a payment option are paid pursuant to
                       a payment contract and will not depend upon the
                       investment performance of the Variable Account. Proceeds
                       applied under a payment option earn interest at a rate
                       guaranteed to be no less than 3.0% compounded yearly. The
                       Company may be crediting higher interest rates on the
                       effective date of the payment contract. The Company may,
                       but is not obligated to, declare additional interest to
                       be applied to such funds.
 
                       If a payee dies, any remaining payments will be paid to a
                       contingent payee. At the death of the last payee, the
                       commuted value of any remaining payments will be paid
 
                                       25
<PAGE>
                       to the last payee's estate. A payee may not withdraw
                       funds under a payment option unless the Company has
                       agreed to such withdrawal in the payment contract. The
                       Company reserves the right to defer a withdrawal for up
                       to six months and to refuse to allow partial withdrawals
                       of less than $250.
 
                       Payments under Options 2, 3, 4 or 5 will begin as of the
                       date of the Insured's death, on surrender or on the
                       Maturity Date. Payments under Option 1 will begin at the
                       end of the first interest period after the date proceeds
                       are otherwise payable.
 
                           OPTION 1--INTEREST INCOME. Periodic payments of
                           interest earned from the proceeds will be paid.
                           Payments can be annual, semi-annual, quarterly or
                           monthly, as selected by the payee, and will begin at
                           the end of the first period chosen. Proceeds left
                           under this plan will earn interest at a rate
                           determined by the Company, in no event less than 3.0%
                           compounded yearly. The payee may withdraw all or part
                           of the proceeds at any time.
 
                           OPTION 2--INCOME FOR A FIXED TERM. Periodic payments
                           will be made for a fixed term not longer than 30
                           years. Payments can be annual, semi-annual, quarterly
                           or monthly. Guaranteed amounts payable under the plan
                           will earn interest at a rate determined by the
                           Company, in no event less than 3.0% compounded
                           yearly.
 
                           OPTION 3--LIFE INCOME WITH TERM CERTAIN. Equal
                           periodic payments will be made for a guaranteed
                           minimum period elected. If the payee lives longer
                           than the minimum period, payments will continue for
                           his or her life. The minimum period can be 0, 5, 10,
                           15 or 20 years. Guaranteed amounts payable under this
                           plan will earn interest at a rate determined by the
                           Company, in no event less than 3.0% compounded
                           yearly.
 
                           OPTION 4--INCOME OF A FIXED AMOUNT. Equal periodic
                           payments of a definite amount will be paid. Payments
                           can be annual, semi-annual, quarterly or monthly. The
                           amount paid each period must be at least $20 for each
                           $1,000 of proceeds. Payments will continue until the
                           proceeds are exhausted. The last payment will equal
                           the amount of any unpaid proceeds. Unpaid proceeds
                           will earn interest at a rate determined by the
                           Company, in no event less than 3.0% compounded
                           yearly.
 
                           OPTION 5--JOINT AND TWO-THIRDS SURVIVOR MONTHLY LIFE
                           INCOME. Equal monthly payments will be made for as
                           long as two payees live. The guaranteed amount
                           payable under this plan will earn interest at a
                           minimum rate of 3.0% compounded yearly. When one
                           payee dies, payments of two-thirds of the original
                           monthly payment will be made to the surviving payee.
                           Payments will stop when the surviving payee dies.
 
                           ALTERNATE PAYMENT OPTION. In lieu of one of the above
                           options, the accumulated value, net surrender value
                           or death benefit, as applicable, may be settled under
                           any other payment option made available by the
                           Company or requested and agreed to by the Company.
- --------------------------------------------------------------------------------
                   CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
                       Charges will be deducted in connection with the Policy to
                       compensate the Company for providing the insurance
                       benefits set forth in the Policy and any additional
                       benefits added by rider, for distributing and
                       administering the Policy, for applicable taxes and for
                       assuming certain risks in connection with the Policy. The
                       nature and amount of these charges are described more
                       fully below.
- --------------------------------------------------------------------------------
PREMIUM EXPENSE CHARGE Prior to allocation of Net Premiums among the Subaccounts
                       and the Declared Interest Option, premiums paid will be
                       reduced by a premium expense charge. The premium less the
                       premium expense charge equals the Net Premium.
 
                       The premium expense charge is 7.0% of each premium up to
                       the Target Premium (or 2% for each premium over the
                       Target Premium) and is intended to compensate the Company
                       for expenses incurred in distributing the Policy,
                       including agent sales commissions, the cost of printing
                       prospectuses and sales literature, and advertising
 
                                       26
<PAGE>
                       costs and to compensate for the amount the Company
                       considers necessary to pay all taxes on premiums received
                       by insurance companies imposed by various states and
                       subdivisions thereof. Premium taxes charged by the
                       various states currently range from 1% to 3%.
 
                       The premium expense charge in any Policy Year is not
                       necessarily related to actual distribution expenses in
                       that year. Instead, the Company expects to incur the
                       majority of distribution expenses in the early Policy
                       Years and to recover any deficiency over the life of the
                       Policy and from the Company's general assets, including
                       amounts derived from the mortality and expense risk
                       charge.
- --------------------------------------------------------------------------------
MONTHLY DEDUCTION      Charges will be deducted monthly from the Accumulated
                       Value of each Policy ("monthly deduction") to compensate
                       the Company for the cost of insurance coverage and any
                       additional benefits added by rider (See "GENERAL
                       PROVISIONS-- Additional Insurance Benefits"), for
                       underwriting and start-up expenses in connection with
                       issuing a Policy and for certain administrative costs.
                       The monthly deduction will be deducted on the Policy Date
                       and on each Monthly Deduction Day. (If the Monthly
                       Deduction Day falls on Thanksgiving, the Friday following
                       Thanksgiving or the weekend following Thanksgiving; or on
                       the 27th or 28th day of February, 1999, the monthly
                       deduction will be deducted on the preceding Business
                       Day.) It will be deducted from the Declared Interest
                       Option and each Subaccount in the same proportion that
                       the Policy's Net Accumulated Value in the Declared
                       Interest Option and the Policy's Accumulated Value in
                       each Subaccount bear to the total Net Accumulated Value
                       of the Policy. For purposes of making deductions from the
                       Declared Interest Option and the Subaccounts, Accumulated
                       Values will be determined as of the end of the Business
                       Day coinciding with or immediately following the Monthly
                       Deduction Day. (If the Monthly Deduction Day falls on
                       Thanksgiving, the Friday following Thanksgiving or the
                       weekend following Thanksgiving; or on the 27th or 28th
                       day of February, 1999, Accumulated Values will be
                       determined as of the end of the preceding Business Day.)
                       Because portions of the monthly deduction, such as the
                       cost of insurance, can vary from month to month, the
                       monthly deduction itself will vary in amount from month
                       to month.
 
                       The monthly deduction will be made on the Business Day
                       coinciding with or immediately following each Monthly
                       Deduction Day and will equal:
 
                                (a) the cost of insurance for the Policy; plus
 
                                (b) the cost of any optional insurance benefits
                                    added by rider; plus
 
                                (c) the monthly policy expense charge.
 
                       During the first twelve Policy Months and during the
                       twelve Policy Months immediately following an increase in
                       Specified Amount, the monthly deduction will include a
                       first year monthly administrative charge.
 
                       COST OF INSURANCE. This charge is designed to compensate
                       the Company for the anticipated cost of paying death
                       proceeds to Beneficiaries of those Insureds who die prior
                       to the Maturity Date. The cost of insurance is determined
                       on a monthly basis, and is determined separately for the
                       initial Specified Amount and for any subsequent increases
                       in Specified Amount. The Company will determine the
                       monthly cost of insurance charge by dividing the
                       applicable cost of insurance rate, or rates, by 1,000 and
                       multiplying the result by the net amount at risk for each
                       Policy Month.
 
                                       27
<PAGE>
                       NET AMOUNT AT RISK. Under Option A the net amount at risk
                       for a Policy Month is equal to (a) divided by (b), and
                       under Option B the net amount at risk for a Policy Month
                       is equal to (a) divided by (b), minus (c), where:
 
                                (a) is the Specified Amount;
 
                                (b) is 1.0032737;(1) and
 
                                (c) is the Accumulated Value.
 
                       The Specified Amount and the Accumulated Value will be
                       determined as of the end of the Business Day coinciding
                       with or immediately following the Monthly Deduction Day.
 
                       The net amount at risk is determined separately for the
                       initial Specified Amount and any increases in Specified
                       Amount. In determining the net amount at risk for each
                       Specified Amount, the Accumulated Value will be first
                       considered a part of the initial Specified Amount. If the
                       Accumulated Value exceeds the initial Specified Amount,
                       it will be considered to be a part of any increase in the
                       Specified Amount in the same order as the increases
                       occurred.
 
                        COST OF INSURANCE RATE. The cost of insurance rate for
                        the initial Specified Amount will be based on the
                       Insured's sex, premium class and Attained Age. For any
                       increase in Specified Amount, the cost of insurance rate
                       will be based on the Insured's sex, premium class and age
                       at last birthday on the effective date of the increase.
                       Actual cost of insurance rates may change and will be
                       determined by the Company based on its expectations as to
                       future mortality experience. However, the actual cost of
                       insurance rates will never be greater than the guaranteed
                       maximum cost of insurance rates set forth in the Policy.
                       These guaranteed rates are based on the 1980
                       Commissioners' Standard Ordinary Non-Smoker and Smoker
                       Mortality Table. Current cost of insurance rates are
                       generally less than the guaranteed maximum rates. Any
                       change in the cost of insurance rates will apply to all
                       persons of the same age, sex and premium class whose
                       Policies have been in force the same length of time.
 
                       The cost of insurance rates generally increase as the
                       Insured's Attained Age increases. The premium class of an
                       Insured also will affect the cost of insurance rate. The
                       Company currently places Insureds into a standard premium
                       class or into premium classes involving a higher
                       mortality risk. In an otherwise identical Policy,
                       Insureds in the standard premium class will have a lower
                       cost of insurance rate than those in premium classes
                       involving higher mortality risk. The standard premium
                       class is also divided into two categories: tobacco and
                       non-tobacco. (The Company may offer preferred classes in
                       addition to the standard tobacco and non-tobacco
                       classes.) Non-tobacco-using Insureds will generally have
                       a lower cost of insurance rate than similarly situated
                       Insureds who use tobacco, and preferred Insureds will
                       generally have a lower cost of insurance rate than
                       similarly situated standard Insureds.
 
                       The cost of insurance rate is determined separately for
                       the initial Specified Amount and for the amount of any
                       increase in Specified Amount. In calculating the cost of
                       insurance charge, the rate for the premium class on the
                       Policy Date will be applied to the net amount at risk for
                       the initial Specified Amount; for each increase in
                       Specified Amount, the rate for the premium class
                       applicable to the increase will be used. However, if the
                       death benefit is calculated as the Cash Value times the
                       specified amount factor, the rate for the premium class
                       for the most recent increase that required evidence of
                       insurability will be used for the amount of death benefit
                       in excess of the total Specified Amount.
 
                       ADDITIONAL INSURANCE BENEFITS. The monthly deduction will
                       include charges for any additional benefits provided by
                       rider. (See "GENERAL PROVISIONS--Additional Insurance
                       Benefits.")
 
- --------------
(1)Dividing by 1.0032737 reduces the net amount at risk, solely for the purposes
   of computing the cost of insurance, by taking into account assumed monthly
   earnings at an annual rate of 4.0%.
 
                                       28
<PAGE>
                       MONTHLY POLICY EXPENSE CHARGE. The Company has primary
                       responsibility for the administration of the Policy and
                       the Variable Account. Policy expenses include premium
                       billing and collection, recordkeeping, processing death
                       benefit claims, cash withdrawals, surrenders and Policy
                       changes, and reporting and overhead costs. As
                       reimbursement for policy expenses related to the
                       maintenance of each Policy and the Variable Account, the
                       Company assesses a monthly policy expense charge against
                       each Policy. This charge currently is $5.00 per Policy
                       Month and is guaranteed not to exceed $7 per Policy
                       Month.
 
                       FIRST YEAR MONTHLY ADMINISTRATIVE CHARGE. Monthly
                       administrative charges will be deducted from Accumulated
                       Value as part of the monthly deduction during the first
                       twelve Policy Months and during the twelve Policy Months
                       immediately following an increase in Specified Amount.
                       The charge will compensate the Company for first year
                       underwriting, processing and start-up expenses incurred
                       in connection with the Policy and the Variable Account.
                       These expenses include the cost of processing
                       applications, conducting medical examinations,
                       determining insurability and the Insured's premium class,
                       and establishing policy records. The first year monthly
                       administrative charge currently is $0.05 per $1,000 of
                       Specified Amount, or increase in Specified Amount and is
                       guaranteed not to exceed $0.07 per $1,000 of Specified
                       Amount.
 
                       FIRST YEAR MONTHLY EXPENSE CHARGE. A monthly expense
                       charge will be deducted from Accumulated Value as part of
                       the monthly deduction during the first twelve Policy
                       Months. This charge currently is $5 per Policy Month and
                       is guaranteed not to exceed $7 per Policy Month.
- --------------------------------------------------------------------------------
TRANSFER CHARGE        A transfer charge of $25 may be imposed for the second
                       and each subsequent transfer during a Policy Year to
                       compensate the Company for the costs in effectuating the
                       transfer. The transfer charge, unless paid in cash, will
                       be deducted from the amount transferred. Once a Policy is
                       issued, the amount of this charge is guaranteed for the
                       life of the Policy. The transfer charge will not be
                       imposed on transfers that occur as a result of Policy
                       Loans, the exercise of the special transfer privilege or
                       the initial allocation of Accumulated Value among the
                       Subaccounts and the Declared Interest Option following
                       acceptance of the Policy by the Policyowner.
 
                       Currently there is no charge for changing the net premium
                       allocation instructions.
- --------------------------------------------------------------------------------
PARTIAL WITHDRAWAL FEE Upon partial withdrawal of a Policy, a fee equal to the
                       lesser of $25 or 2% of the amount withdrawn will be
                       assessed to compensate the Company for costs incurred in
                       accomplishing the withdrawal. The fee will be deducted
                       from Accumulated Value.
- --------------------------------------------------------------------------------
SURRENDER CHARGE       At the time of surrender, a Surrender Charge will apply
                       during the first ten Policy Years, as well as during the
                       first ten years following an increase in Specified
                       Amount. The Surrender Charge is an amount per $1,000 of
                       Specified Amount, declining to $0 in the eleventh year.
                       The Surrender Charge varies by age, sex, underwriting
                       category and Policy Year. The Surrender Charge is level
                       within each Policy Year. (See "Appendix C--Maximum
                       Surrender Charges.") At the time of a requested decrease
                       in Specified Amount, the full original Surrender Charge
                       stays in place. For issue ages below 76, the Surrender
                       Charge may be waived after the first Policy Year if the
                       insured is terminally ill or stays in a qualified nursing
                       care center for 90 days.
 
                       At the time of a partial withdrawal, no Surrender Charge
                       applies.
- --------------------------------------------------------------------------------
VARIABLE ACCOUNT CHARGES
                       MORTALITY AND EXPENSE RISK CHARGE. The Company deducts a
                       daily mortality and expense risk charge from each
                       Subaccount at an effective annual rate of 0.90% of the
                       average daily net assets of the Subaccounts and is
                       guaranteed not to exceed 1.05% of the average daily net
                       assets of the Subaccounts.
 
                       The mortality risk assumed by the Company is that
                       Insureds may die sooner than anticipated and therefore,
                       the Company may pay an aggregate amount of life insurance
                       proceeds greater than anticipated. The expense risk
                       assumed is that expenses incurred in issuing and
                       administering the Policies will exceed the amounts
                       realized from the administrative charges assessed against
                       the Policies.
 
                                       29
<PAGE>
                       FEDERAL TAXES. Currently no charge is made to the
                       Variable Account for federal income taxes that may be
                       attributable to the Variable Account. The Company may,
                       however, make such a charge in the future. Charges for
                       other taxes, if any, attributable to the Account may also
                       be made. (See "FEDERAL TAX MATTERS--Taxation of the
                       Company.")
 
                       INVESTMENT OPTION EXPENSES. The value of net assets of
                       the Variable Account will reflect the investment advisory
                       fee and other expenses incurred by each Investment
                       Option. The investment advisory fee and other expenses
                       applicable to each Investment Option are listed in the
                       "SUMMARY OF THE POLICY" and described in the prospectus
                       for each Fund's Investment Option.
- --------------------------------------------------------------------------------
                   THE DECLARED INTEREST OPTION
- --------------------------------------------------------------------------------
                       Policyowners may allocate Net Premiums and transfer
                       Accumulated Value to the Declared Interest Option.
                       BECAUSE OF EXEMPTIVE AND EXCLUSIONARY PROVISIONS,
                       INTERESTS IN THE DECLARED INTEREST OPTION HAVE NOT BEEN
                       REGISTERED UNDER THE SECURITIES ACT OF 1933 AND THE
                       DECLARED INTEREST OPTION HAS NOT BEEN REGISTERED AS AN
                       INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF
                       1940. ACCORDINGLY, NEITHER THE DECLARED INTEREST OPTION
                       NOR ANY INTERESTS THEREIN ARE SUBJECT TO THE PROVISIONS
                       OF THESE ACTS AND, AS A RESULT, THE STAFF OF THE
                       SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE
                       DISCLOSURES IN THIS PROSPECTUS RELATING TO THE DECLARED
                       INTEREST OPTION. DISCLOSURES REGARDING THE DECLARED
                       INTEREST OPTION MAY, HOWEVER, BE SUBJECT TO CERTAIN
                       GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES
                       LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF
                       STATEMENTS MADE IN PROSPECTUSES.
- --------------------------------------------------------------------------------
GENERAL DESCRIPTION    The Declared Interest Option is supported by the General
                       Account. The General Account consists of all assets owned
                       by the Company other than those in the Variable Account
                       and other separate accounts. Subject to applicable law,
                       the Company has sole discretion over the investment of
                       the assets of the General Account.
 
                       A Policyowner may elect to allocate Net Premiums to the
                       Declared Interest Option, the Variable Account, or both.
                       The Policyowner may also transfer Accumulated Value from
                       the Subaccounts to the Declared Interest Option, or from
                       the Declared Interest Option to the Subaccounts. The
                       allocation or transfer of funds to the Declared Interest
                       Option does not entitle a Policyowner to share in the
                       investment experience of the General Account. Instead,
                       the Company guarantees that Accumulated Value in the
                       Declared Interest Option will accrue interest at an
                       effective annual rate of at least 4.0%, independent of
                       the actual investment experience of the General Account.
- --------------------------------------------------------------------------------
THE POLICY             This Prospectus describes a flexible premium variable
                       life insurance policy. This Prospectus is generally
                       intended to serve as a disclosure document for the
                       aspects of the Policy involving the Variable Account. For
                       complete details regarding the Declared Interest Option,
                       see the Policy itself.
- --------------------------------------------------------------------------------
DECLARED INTEREST OPTION ACCUMULATED VALUE
                       Net premiums allocated to the Declared Interest Option
                       are credited to the Policy. The Company bears the full
                       investment risk for these amounts. The Company guarantees
                       that interest credited to each Policyowner's Accumulated
                       Value in the Declared Interest Option will not be less
                       than an effective annual rate of 4.0%. The Company may,
                       in its sole discretion, credit a higher rate of interest,
                       although it is not obligated to credit interest in excess
                       of 4.0% per year, and might not do so. Any interest
                       credited on the Policy's Accumulated Value in the
                       Declared Interest Option in excess of the guaranteed rate
                       of 4.0% per year will be determined in the sole
                       discretion of the Company and may be changed at any time
                       by the Company, in its sole discretion. The Policyowner
                       assumes the risk that the interest credited may not
                       exceed the guaranteed minimum rate of 4.0% per year. The
                       interest credited to the Policy's Accumulated Value in
                       the Declared Interest Option that equals Policy Debt may
                       be greater than 4.0%, but will in no event be greater
                       than the current effective loan interest rate minus no
                       more than 3.0%. From time to time, the Company may
 
                                       30
<PAGE>
                       allow, by Company practice, a loan spread of 0% on the
                       gain in a Policy in effect a minimum of ten years. The
                       Accumulated Value in the Declared Interest Option will be
                       calculated no less frequently than each Monthly Deduction
                       Day.
 
                       The Company guarantees that, at any time prior to the
                       Maturity Date, the Accumulated Value in the Declared
                       Interest Option will not be less than the amount of the
                       Net Premiums allocated or Accumulated Value transferred
                       to the Declared Interest Option, plus interest at the
                       rate of 4.0% per year, plus any excess interest which the
                       Company credits, less the sum of all policy charges
                       allocable to the Declared Interest Option and any amounts
                       deducted from the Declared Interest Option in connection
                       with partial withdrawals or transfers to the Variable
                       Account.
- --------------------------------------------------------------------------------
TRANSFERS, PARTIAL WITHDRAWALS, SURRENDERS AND POLICY LOANS
                       Amounts may be transferred between the Subaccounts and
                       the Declared Interest Option. A transfer charge of $25
                       may be imposed in connection with the transfer unless
                       such transfer is the first transfer requested by the
                       Policyowner during such Policy Year. Unless paid in cash,
                       the transfer charge will be deducted from the amount
                       transferred. A Policyowner may make only one transfer
                       between the Variable Account and the Declared Interest
                       Option in each Policy Year. No more than 50% of the Net
                       Accumulated Value in the Declared Interest Option may be
                       transferred from the Declared Interest Option unless the
                       balance in the Declared Interest Option immediately after
                       the transfer will be less than $1,000. If the balance in
                       the Declared Interest Option after a transfer would be
                       less than $1,000, the full Net Accumulated Value in the
                       Declared Interest Option may be transferred. A
                       Policyowner may also make partial withdrawals, surrenders
                       and obtain Policy Loans from the Declared Interest Option
                       at any time prior to the Policy's Maturity Date.
 
                       Transfers, partial withdrawals and surrenders from, and
                       payments of Policy Loans allocated to, the Declared
                       Interest Option may be delayed for up to six months.
- --------------------------------------------------------------------------------
                   GENERAL PROVISIONS
- --------------------------------------------------------------------------------
THE CONTRACT           The Policy is issued in consideration of the statements
                       in the application and the payment of the initial
                       premium. The Policy, the application, and any
                       supplemental applications and endorsements make up the
                       entire contract. In the absence of fraud, the statements
                       made in an application or supplemental application will
                       be treated as representations and not as warranties. No
                       statement will void the Policy or be used in defense of a
                       claim unless contained in the application or any
                       supplemental application.
- --------------------------------------------------------------------------------
INCONTESTABILITY       The Policy is incontestable, except for fraudulent
                       statements made in the application or supplemental
                       applications, after it has been in force during the
                       lifetime of the Insured for two years from the Policy
                       Date or date of reinstatement. Any increase in Specified
                       Amount will be incontestable only after it has been in
                       force during the lifetime of the Insured for two years
                       from the effective date of the increase.
- --------------------------------------------------------------------------------
CHANGE OF PROVISIONS   The Company reserves the right to change the Policy, in
                       the event of future changes in the federal tax law, to
                       the extent required to maintain the Policy's
                       qualification as life insurance under federal tax law.
 
                       Except as provided in the foregoing paragraph, no one can
                       change any part of the Policy except the Policyowner and
                       the President, a Vice President, the Secretary, an
                       Assistant Secretary or a designated officer of the
                       Company. Both must agree to any change and such change
                       must be in writing. No agent may change the Policy or
                       waive any of its provisions.
- --------------------------------------------------------------------------------
MISSTATEMENT OF AGE OR SEX
                       If the Insured's age or sex was misstated in the
                       application, each benefit and any amount to be paid under
                       the Policy will be adjusted to reflect the correct age
                       and sex.
- --------------------------------------------------------------------------------
SUICIDE EXCLUSION      If the Policy is in force and the Insured commits
                       suicide, while sane or insane, within one year from the
                       Policy Date, life insurance proceeds payable under the
                       Policy will be limited to all premiums paid, reduced by
                       any outstanding Policy Debt and any partial withdrawals,
                       and increased by any unearned loan interest. If the
                       Policy is in force and
 
                                       31
<PAGE>
                       the Insured commits suicide, while sane or insane, within
                       one year from the effective date of any increase in
                       Specified Amount, any increase in the death benefit
                       resulting from the requested increase in specified amount
                       will not be paid. Instead, the Company will refund to the
                       Policyowner an amount equal to the total cost of
                       insurance applied to the increase.
- --------------------------------------------------------------------------------
ANNUAL REPORT          At least once each year, an annual report will be sent to
                       each Policyowner. The report will show the current death
                       benefit, the Accumulated Value in each Subaccount and in
                       the Declared Interest Option, outstanding Policy Debt and
                       premiums paid, partial withdrawals made and charges
                       assessed since the last report. The report will also
                       include any other information required by state law or
                       regulation. Further, the Company will send the
                       Policyowner the reports required by the Investment
                       Company Act of 1940.
- --------------------------------------------------------------------------------
NON-PARTICIPATION      The Policy does not participate in the Company's profits
                       or surplus earnings. No dividends are payable.
- --------------------------------------------------------------------------------
OWNERSHIP OF ASSETS    The Company shall have the exclusive and absolute
                       ownership and control over assets, including the assets
                       of the Variable Account.
- --------------------------------------------------------------------------------
WRITTEN NOTICE         Any written notice should be sent to the Company at its
                       Administrative Office. The notice should include the
                       policy number and the Insured's full name. Any notice
                       sent by the Company to a Policyowner will be sent to the
                       address shown in the application unless an appropriate
                       address change form has been filed with the Company.
- --------------------------------------------------------------------------------
POSTPONEMENT OF PAYMENTS
                       The Company will usually mail the proceeds of complete
                       surrenders, partial withdrawals and Policy Loans within
                       seven days after the Policyowner's signed request is
                       received at the Administrative Office. The Company will
                       usually mail death proceeds within seven days after
                       receipt of Due Proof of Death and maturity benefits
                       within seven days of the Maturity Date. However, payment
                       of any amount upon surrender or partial withdrawal,
                       payment of any Policy Loan, and payment of death proceeds
                       or benefits at maturity may be postponed whenever:
 
                                a)  the New York Stock Exchange is closed other
                                    than customary weekend and holiday closings,
                                    or trading on the New York Stock Exchange is
                                    restricted as determined by the Securities
                                    and Exchange Commission;
 
                                b)  the Securities and Exchange Commission by
                                    order permits postponement for the
                                    protection of Policyowners; or
 
                                c)  an emergency exists, as determined by the
                                    Securities and Exchange Commission, as a
                                    result of which disposal of the securities
                                    is not reasonably practicable or it is not
                                    reasonably practicable to determine the
                                    value of the net assets of the Variable
                                    Account.
 
                       Transfers may also be postponed under these
                       circumstances.
 
                       Payments under the Policy which are derived from any
                       amount paid to the Company by check or draft may be
                       postponed until such time as the Company is satisfied
                       that the check or draft has cleared the bank upon which
                       it is drawn.
- --------------------------------------------------------------------------------
CONTINUANCE OF INSURANCE
                       The insurance under a Policy will continue until the
                       earlier of:
 
                                a)  the end of the Grace Period following the
                                    Monthly Deduction Day on which the Net
                                    Accumulated Value during the first three
                                    Policy Years, or Net Surrender Value after
                                    three Policy Years, is less than the monthly
                                    deduction for the following Policy Month;
 
                                b)  the date the Policyowner surrenders the
                                    Policy for its entire Net Accumulated Value;
 
                                c)  the death of the Insured; or
 
                                d)  the Maturity Date.
 
                       Any rider to a Policy will terminate on the date
                       specified in the rider.
 
                                       32
<PAGE>
- --------------------------------------------------------------------------------
OWNERSHIP              The Policy belongs to the Policyowner. The original
                       Policyowner is the person named as owner in the
                       application. Ownership of the Policy may change according
                       to the ownership option selected as part of the original
                       application or by a subsequent endorsement to the Policy.
                       During the Insured's lifetime, all rights granted by the
                       Policy belong to the Policyowner, except as otherwise
                       provided for in the Policy.
 
                       Special ownership rules may apply if the Insured is under
                       legal age (as defined by state law in the state in which
                       the Policy is delivered) on the Policy Date.
 
                       The Policyowner may assign the Policy as collateral
                       security. The Company assumes no responsibility for the
                       validity or effect of any collateral assignment of the
                       Policy. No assignment will bind the Company unless in
                       writing and until received by the Company at its
                       Administrative Office. The assignment is subject to any
                       payment or action taken by the Company before it received
                       the assignment at the Administrative Office.
- --------------------------------------------------------------------------------
THE BENEFICIARY        The primary Beneficiaries and contingent Beneficiaries
                       are designated by the Policyowner in the application. If
                       changed, the primary Beneficiary or contingent
                       Beneficiary is as shown in the latest change filed with
                       the Company. One or more primary or contingent
                       Beneficiaries may be named in the application. In such
                       case, the proceeds will be paid in equal shares to the
                       survivors in the appropriate beneficiary class, unless
                       requested otherwise by the Policyowner.
 
                       Unless a payment option is chosen, the proceeds payable
                       at the Insured's death will be paid in a lump sum to the
                       primary Beneficiary. If the primary Beneficiary dies
                       before the Insured, the proceeds will be paid to the
                       contingent Beneficiary. If no Beneficiary survives the
                       Insured, the proceeds will be paid to the Policyowner or
                       the Policyowner's estate.
- --------------------------------------------------------------------------------
CHANGING THE POLICYOWNER OR BENEFICIARY
                       During the Insured's life, the Policyowner and the
                       Beneficiary may be changed. To make a change, written
                       request must be sent to the Company at its Administrative
                       Office. The request and the change must be in a form
                       satisfactory to the Company and must actually be received
                       and recorded by the Company. The change will take effect
                       as of the date the request is signed by the Policyowner.
                       The change will be subject to any payment made before the
                       change is recorded by the Company. The Company may
                       require return of the Policy for endorsement.
- --------------------------------------------------------------------------------
ADDITIONAL INSURANCE
BENEFITS               Subject to certain requirements, one or more of the
                       following additional insurance benefits may be added to a
                       Policy by rider: (i) Cost of Living Increase; (ii) Waiver
                       of Charges; (iii) Other Adult Universal Life Insurance;
                       (iv) Children's Term Insurance and (v) Guaranteed
                       Insurability Option. The cost of any additional insurance
                       benefits will be deducted as part of the monthly
                       deduction. (See "CHARGES AND DEDUCTIONS--Monthly
                       Deduction.") Detailed information concerning available
                       riders may be obtained from the agent selling the Policy.
- --------------------------------------------------------------------------------
                   DISTRIBUTION OF THE POLICIES
- --------------------------------------------------------------------------------
   
                       The Policies will be sold by individuals who in addition
                       to being licensed as life insurance agents for the
                       Company, are registered representatives of broker-dealers
                       who have entered into written selling agreements with
                       American Equity Capital, Inc., the principal underwriter
                       of the Policies. American Equity Capital, Inc. is
                       registered with the Securities and Exchange Commission
                       under the Securities Exchange Act of 1933 as a
                       broker-dealer and is a member of the National Association
                       of Securities Dealers. American Equity Capital, Inc. is
                       engaged in the sale and distribution or other variable
                       life policies.
    
 
                       The maximum sales commission payable to broker-dealers
                       will be 115% of premiums up to the first-year Target
                       Premium and 3% of excess premium in the first year and
                       renewal premiums. These commissions (and other
                       distribution expenses, such as production incentive
                       bonuses, agent's insurance and pensions benefits, agency
 
                                       33
<PAGE>
                       management compensation and bonuses and expense
                       allowances) are paid by the Company. They do not result
                       in any additional charges against the Policy that are not
                       described above under "CHARGES AND DEDUCTIONS."
- --------------------------------------------------------------------------------
                   FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------
INTRODUCTION           The following discussion is general and is not intended
                       as tax advice. Any person concerned about these tax
                       considerations should consult a competent tax adviser.
                       This discussion is based on the Company's understanding
                       of the present federal income tax laws as they are
                       currently interpreted by the Internal Revenue Service. No
                       representation is made as to the likelihood of
                       continuation of these current laws and interpretations,
                       and various changes have been proposed that would alter
                       these laws in ways that would have significant adverse
                       impacts. It should be further understood that the
                       following discussion is not exhaustive and does not
                       purport to be complete or to cover all situations and
                       that special rules not described in this Prospectus may
                       be applicable in certain situations. Moreover, no attempt
                       has been made to consider any applicable state or other
                       tax laws.
- --------------------------------------------------------------------------------
TAX STATUS OF THE POLICY
                       Section 7702 of the Internal Revenue Code of 1986, as
                       amended (the "Code") includes a definition of a life
                       insurance contract for federal tax purposes. The
                       Secretary of the Treasury (the "Treasury") is authorized
                       to prescribe regulations interpreting and implementing
                       section 7702 and has issued proposed regulations on
                       certain aspects of section 7702. If a Policy were
                       determined not to be a life insurance contract for
                       purposes of section 7702, such Policy would not provide
                       most of the tax advantages normally provided by a life
                       insurance policy.
 
                       With respect to a Policy issued exclusively on the basis
                       of a standard premium class, while there is some
                       uncertainty due to the limited guidance on section 7702,
                       the Company believes that in light of the proposed
                       regulations such a Policy should meet the section 7702
                       definition of a life insurance contract. However, with
                       respect to a Policy issued in whole or in part on a
                       substandard basis (i.e., a premium class involving higher
                       than standard mortality risk), it is not clear whether or
                       not such a Policy would satisfy section 7702,
                       particularly if the Policyowner pays the full amount of
                       premiums permitted under the Policy. If it is
                       subsequently determined that a Policy does not satisfy
                       section 7702, the Company will take whatever steps are
                       appropriate and necessary to attempt to cause such a
                       Policy to comply with section 7702, including possibly
                       refunding any premiums paid that exceed the limitations
                       allowable under section 7702 (together with interest or
                       other earnings on any such premiums refunded as required
                       by law). For these reasons, the Company reserves the
                       right to modify the Policy as necessary to attempt to
                       qualify it as a life insurance contract under section
                       7702.
 
                       Section 817(h) of the Code authorizes the Treasury to set
                       standards by regulation or otherwise for the investments
                       of the Account to be "adequately diversified" in order
                       for the Policy to be treated as a life insurance contract
                       for federal tax purposes. The Variable Account, through
                       each Fund, intends to comply with the diversification
                       requirements prescribed in Regulations section 1.817-5,
                       which affect how each Fund's assets may be invested.
                       Although the investment adviser of EquiTrust Variable
                       Insurance Series Fund is an affiliate of the Company, the
                       Company does not have control over the Fund or its
                       investments. Nonetheless, the Company believes that each
                       Investment Option in which the Variable Account owns
                       shares will be operated in compliance with the
                       requirements prescribed by the Treasury.
 
                       In certain circumstances, owners of variable life
                       insurance contracts may be considered the owners, for
                       federal income tax purposes, of the assets of the
                       separate account used to support their contracts. In
                       those circumstances, income and gains from the separate
                       account assets would be includable in the variable
                       contract owner's gross income. The IRS has stated in
                       published rulings that a variable contract owner will be
                       considered the owner of separate account assets if the
                       contract owner possesses incidents of ownership in those
                       assets, such as the ability to exercise
 
                                       34
<PAGE>
                       investment control over the assets. The Treasury
                       Department also announced, in connection with the
                       issuance of regulations concerning diversification, that
                       those regulations "do not provide guidance concerning the
                       circumstances in which investor control of the
                       investments of a segregated asset account may cause the
                       investor (I.E., the Policyowner), rather than the
                       insurance company, to be treated as the owner of the
                       assets in the account." This announcement also stated
                       that guidance would be issued by way of regulations or
                       rulings on the "extent to which policyholders may direct
                       their investments to particular subaccounts without being
                       treated as owners of the underlying assets."
 
                       The ownership rights under the Policy are similar to, but
                       different in certain respects from, those described by
                       the IRS in rulings in which it was determined that policy
                       owners were not owners of separate account assets. For
                       example, a Policyowner has additional flexibility in
                       allocating premium payments and policy values. These
                       differences could result in a Policyowner being treated
                       as the owner of a pro rata portion of the assets of the
                       Variable Account. In addition, the Company does not know
                       what standards will be set forth, if any, in the
                       regulations or rulings which the Treasury Department has
                       stated it expects to issue. The Company therefore
                       reserves the right to modify the Policy as necessary to
                       attempt to prevent a Policyowner from being considered
                       the owner of a pro rata share of the assets of the
                       Variable Account.
 
                       The following discussion assumes that the Policy will
                       qualify as a life insurance contract for federal income
                       tax purposes.
- --------------------------------------------------------------------------------
TAX TREATMENT OF POLICY BENEFITS
                       IN GENERAL. The Company believes that the proceeds and
                       cash value increases of a Policy should be treated in a
                       manner consistent with a fixed-benefit life insurance
                       policy for federal income tax purposes. Thus, the death
                       benefit under the Policy should be excludable from the
                       gross income of the Beneficiary under section 101(a)(l)
                       of the Code.
 
                       A change in a Policy's Specified Amount, the payment of
                       an unscheduled premium, a Policy loan, a partial
                       withdrawal, a surrender, a lapse with outstanding
                       indebtedness, a change in death benefit options, the
                       exchange of a Policy for a fixed-benefit policy (see "THE
                       POLICY--Special Transfer Privilege") and the assignment
                       of a Policy or the exercise of the right to change
                       Policyowners (see "GENERAL PROVISIONS-- Changing the
                       Policyowner or Beneficiary") may have tax consequences
                       depending upon the circumstances. In addition, federal
                       estate and state and local estate, inheritance, and other
                       tax consequences of ownership or receipt of Policy
                       proceeds depend upon the circumstances of each
                       Policyowner or Beneficiary. A competent tax adviser
                       should be consulted for further information.
 
                       Pursuant to the recently enacted Health Insurance
                       Portability and Accountability Act of 1996, the Company
                       believes that for federal income tax purposes, an
                       accelerated death benefit payment received under an
                       accelerated death benefit endorsement should be fully
                       excludable from the gross income of the beneficiary, as
                       long as the beneficiary is the insured under the Policy.
                       However, the Policyowner should consult a qualified tax
                       adviser about the consequences of adding this Endorsement
                       to a Policy or requesting an accelerated death benefit
                       payment under this Endorsement.
 
                       The Company further believes that an exchange of a
                       fixed-benefit policy issued by the Company for a Policy
                       as provided under "THE POLICY--Exchange Privilege"
                       generally should be treated as a non-taxable exchange of
                       life insurance policies within the meaning of section
                       1035 of the Code. However, in certain circumstances, the
                       exchanging owner may receive a cash distribution that
                       might have to be recognized as income to the extent there
                       was gain in the fixed-benefit policy. Moreover, to the
                       extent a fixed-benefit policy with an outstanding loan is
                       exchanged for an unencumbered Policy, the exchanging
                       owner could recognize income at the time of the exchange
                       up to the amount of such loan (including any due and
                       unpaid interest on such loan). An exchanging owner should
                       consult a tax adviser as to whether an exchange of a
                       fixed-benefit policy for the Policy will have tax
                       consequences to such owner.
 
                                       35
<PAGE>
                       The Policies may be used in various arrangements,
                       including nonqualified deferred compensation or salary
                       continuance plans, split dollar insurance plans,
                       executive bonus plans, retiree medical benefit plans and
                       others. The tax consequences of such plans may vary
                       depending on the particular facts and circumstances of
                       each individual arrangement. Therefore, if it is
                       contemplated that a Policy may be used in any arrangement
                       the value of which depends in part on its tax
                       consequences, a qualified tax adviser should be consulted
                       regarding the tax attributes of the particular
                       arrangement.
 
                       Generally, the Policyowner will not be deemed to be in
                       constructive receipt of the cash value, including
                       increments thereof, under the Policy until there is a
                       distribution. The tax consequences of distributions from,
                       and loans taken from or secured by, a Policy depend on
                       whether the Policy is classified as a "modified endowment
                       contract."
 
                       Whether a Policy is or is not a modified endowment
                       contract, upon a complete surrender or lapse of a Policy,
                       or when benefits are paid at such Policy's maturity date,
                       if the amount received plus the amount of indebtedness
                       exceeds the total investment in the Policy, the excess
                       will generally be treated as ordinary income subject to
                       tax.
 
                       MODIFIED ENDOWMENT CONTRACTS. A Policy may be treated as
                       a modified endowment contract depending upon the amount
                       of premiums paid in relation to the death benefit
                       provided under such Policy. The premium limitation rules
                       for determining whether a Policy is a modified endowment
                       contract are extremely complex. In general, however, a
                       Policy will be a modified endowment contract if the
                       accumulated premiums paid at any time during the first
                       seven policy years exceeds the sum of the net level
                       premiums which would have been paid on or before such
                       time if the Policy provided for paid-up future benefits
                       after the payment of seven level annual premiums. In
                       addition, if a Policy is "materially changed," it may
                       cause such Policy to be treated as a modified endowment
                       contract. The material change rules for determining
                       whether a Policy is a modified endowment contract are
                       also extremely complex. In general, however, the
                       determination whether a Policy will be a modified
                       endowment contract after a material change generally
                       depends upon the relationship among the death benefit at
                       the time of such change, the cash value at the time of
                       such change and the additional premiums paid in the seven
                       policy years starting with the date on which the material
                       change occurs.
 
                       Due to the Policy's flexibility, classification of a
                       Policy as a modified endowment contract will depend upon
                       the circumstances of each Policy. Accordingly, a
                       prospective Policyowner should contact a competent tax
                       adviser before purchasing a Policy to determine the
                       circumstances under which the Policy would be a modified
                       endowment contract. In addition, a Policyowner should
                       contact a competent tax adviser before paying any
                       unscheduled premiums or changing the planned premium
                       schedule or making any other change to, including an
                       exchange of, a Policy to determine whether such premium
                       or change would cause the Policy (or the new Policy in
                       the case of an exchange) to be treated as a modified
                       endowment contract.
 
                       DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED
                       ENDOWMENT CONTRACTS. Policies classified as modified
                       endowment contracts are subject to the following tax
                       rules: First, all distributions, including distributions
                       upon surrender and benefits paid at maturity, from such a
                       Policy are treated as ordinary income subject to tax up
                       to the amount equal to the excess (if any) of the cash
                       value immediately before the distribution over the
                       investment in the Policy (described below) at such time.
                       Second, loans taken from, or secured by, such a Policy
                       are treated as distributions from such a Policy and taxed
                       accordingly. In this regard, the Internal Revenue Service
                       could take the position that capitalized interest on such
                       loans are to be treated as a taxable distribution. Third,
                       a 10 percent additional tax is imposed on the portion of
                       any distribution from, or loan taken from or secured by,
                       such a Policy that is included in income except where the
                       distribution or loan is made on or after the Policyowner
                       attains age 59 1/2, is attributable to the Policyowner's
                       becoming disabled, or is part of a
 
                                       36
<PAGE>
                       series of substantially equal periodic payments for the
                       life (or life expectancy) of the Policyowner or the joint
                       lives (or joint life expectancies) of the Policyowner and
                       the Policyowner's Beneficiary.
 
                       If a Policy becomes a modified endowment contract after
                       it is issued, distributions made during the policy year
                       in which it becomes a modified endowment contract,
                       distributions in any subsequent policy year and
                       distributions within two years before the Policy becomes
                       a modified endowment contract will be subject to the tax
                       treatment described above. This means that a distribution
                       from a Policy that is not a modified endowment contract
                       could later become taxable as a distribution from a
                       modified endowment contract.
 
                       DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED
                       ENDOWMENT CONTRACTS. Distributions from a Policy that is
                       not classified as a modified endowment contract are
                       generally treated as first recovering the investment in
                       the policy (described below) and then, only after the
                       return of all such investment in the policy, as
                       distributing taxable income. An exception to this general
                       rule occurs in the case of a partial withdrawal, a
                       decrease in the Specified Amount, or any other change
                       that reduces benefits under the Policy in the first 15
                       years after the Policy is issued and that results in a
                       cash distribution to the Policyowner in order for the
                       Policy to continue complying with the section 7702
                       definitional limits. In that case, such distribution will
                       be taxed in whole or in part as ordinary income (to the
                       extent of any gain in the Policy) under rules prescribed
                       in section 7702.
 
                       Loans from, or secured by, a Policy that is not a
                       modified endowment contract are not treated as
                       distributions. Instead, such loans are treated as
                       indebtedness of the Policyowner.
 
                       Finally, neither distributions (including distributions
                       upon surrender or lapse) nor loans from, or secured by, a
                       Policy that is not a modified endowment contract are
                       subject to the 10 percent additional tax.
 
                       POLICY LOAN INTEREST. Interest paid on any loan under a
                       Policy may not be deductible. Therefore, a Policyowner
                       should consult a competent tax adviser before deducting
                       any Policy loan interest.
 
                       INVESTMENT IN THE POLICY. Investment in the policy means
                       (i) the aggregate amount of any premiums or other
                       consideration paid for a Policy, minus (ii) the aggregate
                       amount received under the Policy which is excluded from
                       the gross income of the Policyowner (except that the
                       amount of any loan from, or secured by, a Policy that is
                       a modified endowment contract, to the extent such amount
                       is excluded from gross income, will be disregarded), plus
                       (iii) the amount of any loan from, or secured by, a
                       Policy that is a modified endowment contract to the
                       extent that such amount is included in the gross income
                       of the Policyowner.
 
                       MULTIPLE POLICIES. All modified endowment contracts that
                       are issued by the Company (or its affiliates) to the same
                       Policyowner during any calendar year are treated as one
                       modified endowment contract for purposes of determining
                       the amount includable in gross income under section
                       72(e).
- --------------------------------------------------------------------------------
TAXATION OF THE COMPANYAt the present time, the Company makes no charge to the
                       Variable Account, or to the Policy for any Federal, state
                       or local taxes (other than state premium taxes) that it
                       incurs that may be attributable to such Account or to the
                       Policies. The Company, however, reserves the right in the
                       future to make a charge for any such tax or other
                       economic burden resulting from the application of the tax
                       laws that it determines to be properly attributable to
                       the Variable Account or to the Policies.
- --------------------------------------------------------------------------------
EMPLOYMENT-RELATED BENEFIT PLANS
                       The Supreme Court held in ARIZONA GOVERNING COMMITTEE V.
                       NORRIS that optional annuity benefits provided under an
                       employer's deferred compensation plan could not, under
                       Title VII of the Civil Rights Act of 1964, vary between
                       men and women on the basis of sex. In addition,
                       legislative, regulatory or decisional authority of some
                       states may prohibit use of sex-distinct mortality tables
                       under certain circumstances. The Policy described in this
                       Prospectus contains guaranteed cost of insurance rates
 
                                       37
<PAGE>
                       and guaranteed purchase rates for certain payment options
                       that distinguish between men and women. Accordingly,
                       employers and employee organizations should consider, in
                       consultation with legal counsel, the impact of NORRIS,
                       and Title VII generally, on any employment-related
                       insurance or benefit program for which a Policy may be
                       purchased.
- --------------------------------------------------------------------------------
                   ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS
                       The Company holds the assets of the Variable Account. The
                       assets are kept physically segregated and held separate
                       and apart from the General Account. The Company maintains
                       records of all purchases and redemptions of shares by
                       each Investment Option for each corresponding Subaccount.
                       Additional protection for the assets of the Variable
                       Account is afforded by a blanket fidelity bond issued by
                       TransAmerica in the amount of $2,500,000 covering all the
                       officers and employees of the Company.
- --------------------------------------------------------------------------------
VOTING RIGHTS          To the extent required by law, the Company will vote the
                       Fund shares held in the Variable Account at regular and
                       special shareholder meetings of the Funds in accordance
                       with instructions received from persons having voting
                       interests in the corresponding Subaccounts. If, however,
                       the Investment Company Act of 1940 or any regulation
                       thereunder should be amended or if the present
                       interpretation thereof should change, and, as a result,
                       the Company determines that it is permitted to vote the
                       Fund shares in its own right, it may elect to do so.
 
                       The number of votes which a Policyowner has the right to
                       instruct are calculated separately for each Subaccount
                       and are determined by dividing a Policy's Accumulated
                       Value in a Subaccount by the net asset value per share of
                       the corresponding Investment Option in which the
                       Subaccount invests. Fractional shares will be counted.
                       The number of votes of the Investment Option which the
                       Policyowner has the right to instruct will be determined
                       as of the date coincident with the date established by
                       that Investment Option for determining shareholders
                       eligible to vote at such meeting of the Fund. Voting
                       instructions will be solicited by written communications
                       prior to such meeting in accordance with procedures
                       established by each Fund. Each person having a voting
                       interest in a Subaccount will receive proxy materials,
                       reports and other materials relating to the appropriate
                       Investment Option.
 
                       The Company will vote Fund shares attributable to
                       Policies as to which no timely instructions are received
                       (as well as any Fund shares held in the Variable Account
                       which are not attributable to Policies) in proportion to
                       the voting instructions which are received with respect
                       to all Policies participating in each Investment Option.
                       Voting instructions to abstain on any item to be voted
                       upon will be applied on a PRO RATA basis to reduce the
                       votes eligible to be cast on a matter.
 
                       Fund shares may also be held by separate accounts of
                       other affiliated and unaffiliated insurance companies.
                       The Company expects that those shares will be voted in
                       accordance with instructions of the owners of insurance
                       policies and contracts issued by those other insurance
                       companies. Voting instructions given by owners of other
                       insurance policies will dilute the effect of voting
                       instructions of Policyowners.
 
                       DISREGARD OF VOTING INSTRUCTIONS. The Company may, when
                       required by state insurance regulatory authorities,
                       disregard voting instructions if the instructions require
                       that the shares be voted so as to cause a change in the
                       sub-classification or investment objective of an
                       Investment Option or to approve or disapprove an
                       investment advisory contract for an Investment Option. In
                       addition, the Company itself may disregard voting
                       instructions in favor of changes initiated by a
                       Policyowner in the investment policy or the investment
                       adviser of an Investment Option if the Company reasonably
                       disapproves of such changes. A change would be
                       disapproved only if the proposed change is contrary to
                       state law or prohibited by state regulatory authorities,
                       or the Company determined that the change would have an
                       adverse effect on the General Account in that the
                       proposed investment policy for an Investment Option
 
                                       38
<PAGE>
                       may result in overly speculative or unsound investments.
                       In the event the Company does disregard voting
                       instructions, a summary of that action and the reasons
                       for such action will be included in the next annual
                       report to Policyowners.
- --------------------------------------------------------------------------------
STATE REGULATION AND OWNERSHIP OF THE COMPANY
                       The Company, a stock life insurance company organized
                       under the laws of Iowa, is subject to regulation by the
                       Iowa Insurance Department. An annual statement is filed
                       with the Iowa Insurance Department on or before March lst
                       of each year covering the operations and reporting on the
                       financial condition of the Company as of December 31st of
                       the preceding year. Periodically, the Iowa Insurance
                       Department examines the liabilities and reserves of the
                       Company and the Variable Account and certifies their
                       adequacy, and a full examination of operations is
                       conducted periodically by the National Association of
                       Insurance Commissioners.
 
                       In addition, the Company is subject to the insurance laws
                       and regulations of other states within which it is
                       licensed or may become licensed to operate. Generally,
                       the insurance department of any other state applies the
                       laws of the state of domicile in determining permissible
                       investments.
 
                       One hundred percent of the outstanding Common Stock, par
                       value $1 per share, of the Company is owned by American
                       Equity Investment Life Holding Company (the "Holding
                       Company"). As of January 15, 1998, the following persons
                       and entities beneficially own the following specified
                       percentages of the Common Stock, par value $1 per share,
                       of the Holding Company: David J. Noble, President and
                       Director of the Company -- 22.3%; Farm Bureau Life
                       Insurance Company -- 20%; Conseco, Inc., through its
                       wholly-owned subsidiaries -- 9.4%. Additionally, 15.4% of
                       the outstanding Common Stock is held in a voting trust
                       under which David J. Noble, Debra J. Richardson and David
                       S. Mulcahy, Trustees, have legal title and voting control
                       and Farm Bureau Life Insurance Company beneficially owns
                       all of the economic value. The Holding Company develops,
                       markets, issues and administers annuity contracts and
                       life insurance policies through the Company. The
                       principal offices of the Company and Holding Company are
                       at 5000 Westown Parkway, Suite 440, West Des Moines, Iowa
                       50266.
 
                                       39
<PAGE>
- --------------------------------------------------------------------------------
OFFICERS AND DIRECTORS OF
AMERICAN EQUITY
INVESTMENT LIFE
INSURANCE COMPANY
 
   
<TABLE>
<CAPTION>
NAME AND POSITION                              PRINCIPAL OCCUPATION
WITH THE COMPANY*                              LAST FIVE YEARS**
- ---------------------------------------------  --------------------------------------------------
<S>                                            <C>
David J. Noble President, President and        Chairman, President and Director, American Equity
  Director                                     Investment Life Holding Company; Chairman,
                                               President & CEO, The Statesman Group, Inc.; Vice
                                               Chairman and Director, American Life & Casualty
                                               Insurance Company
James M. Gerlach, Executive Vice President,    Executive Vice President and Director, American
  Chief Marketing Officer and Director         Equity Investment Life Holding Company; Executive
                                               Vice President, Secretary and Director, American
                                               Life & Casualty Insurance Company
David S. Mulcahy, Director                     Director, American Equity Investment Life Holding
  400 Locust Street:                           Company; Principal, MABSCO Capital, Inc.;
  160 Capital Square                           President, Monarch Manufacturing Company; Partner,
  Des Moines, Iowa 50309                       Ernst & Young LLP
William J. Oddy, Director                      Chief Operating Officer, FBL Financial Group, Inc.
  5400 University Avenue
  West Des Moines, Iowa 50266
Terry A. Reimer, Executive Vice President,     Executive Vice President, American Equity
  Treasurer, Chief Operating Officer and       Investment Life Holding Company; Executive Vice
  Director                                     President, Chief Operating Officer and Director,
                                               American Life & Casualty Insurance Company
Debra J. Richardson, Vice President,           Vice President and Secretary, American Equity
  Secretary and Director                       Investment Life Holding Company; Vice President
                                               and Assistant Secretary, The Statesman Group,
                                               Inc.; Vice President and Assistant Secretary,
                                               American Life & Casualty Insurance Company
Jack W. Schroeder, Vice Chairman               President and Director, American Life & Casualty
  and Director                                 Insurance Company
</TABLE>
    
 
- --------------
 * The principal business address of each person listed, unless otherwise
   indicated, is 5000 Westown Parkway,
  Suite 440, West Des Moines, Iowa 50266.
** The principal occupation shown reflects the principal employment of each
   individual during the past five years.
  Corporate positions may, in some instances, have changed during the period.
 
                                       40
<PAGE>
- --------------------------------------------------------------------------------
LEGAL MATTERS          Sutherland, Asbill & Brennan LLP of Washington, D.C. has
                       provided advice on certain legal matters relating to
                       federal securities laws applicable to the issuance of the
                       flexible premium variable life insurance policy described
                       in this Prospectus. All matters of Iowa law pertaining to
                       the Policy, including the validity of the Policy and the
                       Company's right to issue the Policy under Iowa Insurance
                       Law, have been passed upon by Wendy L. Carlson of the
                       firm Whitfield & Eddy, P.L.C. of Des Moines, Iowa, legal
                       counsel to the Company.
- --------------------------------------------------------------------------------
LEGAL PROCEEDINGS      The Company, like other insurance companies, is involved
                       in lawsuits. Currently, there are no class action
                       lawsuits naming the Company as a defendant or involving
                       the Variable Account. In some lawsuits involving other
                       insurers, substantial damages have been sought and/or
                       material settlement payments have been made. Although the
                       outcome of any litigation cannot be predicted with
                       certainty, the Company believes that at the present time,
                       there are no pending or threatened lawsuits that are
                       reasonably likely to have a material adverse impact on
                       the Variable Account of the Company.
- --------------------------------------------------------------------------------
EXPERTS                The financial statements of the Company at December 31,
                       1997 and 1996, and for the years then ended, and for the
                       period from December 28, 1995 (date operations commenced)
                       through December 31, 1995, appearing herein, have been
                       audited by Ernst & Young LLP, independent auditors, as
                       set forth in their report thereon appearing elsewhere
                       herein, and are included in reliance upon such report
                       given upon the authority of such firm as experts in
                       accounting and auditing.
 
                       Actuarial matters included in this Prospectus have been
                       examined by Christopher G. Daniels, FSA, MSAA, Consulting
                       Actuary as stated in the opinion filed as an exhibit to
                       the registration statement.
- --------------------------------------------------------------------------------
YEAR 2000              The Company has developed a plan to assess its
                       information technology needs to be ready for the Year
                       2000. During 1996, the Company purchased a new policy
                       administration system which the vendor has represented is
                       Year 2000 compliant. Additionally, the Company has begun
                       converting any remaining non-compliant data processing
                       systems. The Company currently expects the project to be
                       substantially completed by early 1999 and does not expect
                       the cost to modify systems used in the normal course of
                       business to be significant. While additional testing will
                       be conducted on its systems through the Year 2000, the
                       Company does not expect this project to have a
                       significant effect on operating activities.
 
                       To mitigate the effect of outside influences and other
                       dependencies relative to the Year 2000, the Company's
                       plan includes procedures to contact significant
                       customers, suppliers and other third parties whose
                       success in addressing their own Year 2000 issue will
                       impact the Company's initiative. To the extent these
                       third parties would be unable to transact business in the
                       Year 2000 and thereafter, it could adversely affect the
                       Company's operations.
- --------------------------------------------------------------------------------
OTHER INFORMATION      A registration statement has been filed with the
                       Securities and Exchange Commission under the Securities
                       Act of 1933, as amended, with respect to the Policy
                       offered hereby. This Prospectus does not contain all the
                       information set forth in the registration statement and
                       the amendments and exhibits to the registration
                       statement, to all of which reference is made for further
                       information concerning the Variable Account, the Company
                       and the Policy offered hereby. Statements contained in
                       this Prospectus as to the contents of the Policy and
                       other legal instruments are summaries. For a complete
                       statement of the terms thereof, reference is made to such
                       instruments as filed.
 
                                       41
<PAGE>
- --------------------------------------------------------------------------------
                   FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
   
                       The balance sheets of the Company at December 31, 1997
                       and 1996 and the related statements of operations,
                       changes in stockholder's equity and cash flows for the
                       years then ended, and for the period from December 28,
                       1995 (date operations commenced) through December 31,
                       1995, appearing herein, have been audited by Ernst &
                       Young LLP, independent auditors, as set forth in their
                       report thereon appearing elsewhere herein. The unaudited
                       balance sheet of the Company at June 30, 1998, and the
                       related unaudited statements of operations, changes in
                       stockholder's equity and cash flows for the six months
                       ended June 30, 1998 and 1997 also appear herein.
    
 
                       It is anticipated that the Variable Account will commence
                       operations in 1998; accordingly, no financial statements
                       currently exist for the Variable Account.
 
                                       42
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholder
American Equity Investment Life Insurance Company
 
We have audited the accompanying balance sheets of American Equity Investment
Life Insurance Company as of December 31, 1997 and 1996, and the related
statements of operations, changes in stockholder's equity, and cash flows for
the years ended December 31, 1997 and 1996, and for the period from December 28,
1995 (commencement of operations) through December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the financial position of American Equity Investment Life
Insurance Company at December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years ended December 31, 1997 and 1996,
and for the period from December 28, 1995 through December 31, 1995, in
conformity with generally accepted accounting principles.
 
                                          /s/ Ernst & Young LLP
Des Moines, Iowa
April 8, 1998
 
                                       43
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                                 BALANCE SHEETS
    
 
   
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31,
                                                                 JUNE 30,     --------------------------
                                                                   1998           1997          1996
                                                               -------------  -------------  -----------
                                                                (UNAUDITED)
<S>                                                            <C>            <C>            <C>
ASSETS
Available-for-sale fixed maturity securities, at market
  (amortized cost: 1998--$382,519,816;
  1997-- $201,624,365; 1996-- $22,397,478)                     $ 384,078,816  $ 202,315,960  $22,195,922
Mortgage loans on real estate--affiliate                                  --        700,000      700,000
Derivative instruments                                             6,882,241      2,065,549           --
Policy loans                                                         201,104        183,353      156,523
Cash and cash equivalents                                          1,595,338      4,125,117    3,648,321
Receivable from other insurance companies                            551,241        622,094      509,656
Premiums due and uncollected                                       1,393,324      1,336,336    1,253,587
Accrued investment income                                          1,845,200      1,820,376      414,855
Property, furniture and equipment, less accumulated
  depreciation of $253,305 in 1998, $159,306 in 1997 and
  $19,845 in 1996                                                    620,929        540,550      189,124
Value of insurance in force acquired                               1,198,802      1,343,000    1,725,000
Deferred policy acquisition costs                                 15,444,824      4,282,491      238,231
Goodwill, less accumulated amortization of $122,500 in 1998,
  $87,500 in 1997 and $17,500 in 1996                                557,500        612,500      682,500
Deferred income tax asset                                          5,868,647      3,845,497           --
Receivable from affiliates                                         1,774,397        142,983      744,045
Other assets                                                         101,275        138,041       37,524
                                                               -------------  -------------  -----------
Total assets                                                   $ 422,113,638  $ 224,073,847  $32,495,288
                                                               -------------  -------------  -----------
                                                               -------------  -------------  -----------
</TABLE>
    
 
                                       44
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31,
                                                                 JUNE 30,     --------------------------
                                                                   1998           1997          1996
                                                               -------------  -------------  -----------
                                                                (UNAUDITED)
<S>                                                            <C>            <C>            <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
  Policy benefit reserves:
    Traditional life insurance and accident and health
      products                                                 $   9,291,525  $   8,959,837  $ 8,672,640
    Universal life and annuity products                          315,408,812    147,038,431    3,173,926
  Other policy funds and contract claims                           4,942,427      2,355,156    1,075,614
  Provision for experience rating refunds                            184,183        535,655      897,529
  Note payable to parent and other short-term borrowings          26,726,750      2,500,000    2,500,000
  Federal income taxes payable                                        10,031      2,562,742           --
  Due to affiliates                                                1,063,078             --           --
  Other liabilities                                                6,738,537      2,687,604      494,146
                                                               -------------  -------------  -----------
Total liabilities                                                364,365,343    166,639,425   16,813,855
 
Commitments and contingencies (NOTES 7, 10 AND 12)
 
Stockholder's equity:
  Series preferred stock, par value $1.00 per
    share--authorized 500,000 shares                                      --             --           --
  Common stock, par value $1.00 per share--authorized
    4,000,000 shares, issued and outstanding 2,500,000 shares
    (all owned by American Equity Investment Life Holding
    Company)                                                       2,500,000      2,500,000    2,500,000
  Additional paid-in capital                                      56,400,235     56,400,235   13,900,235
  Accumulated other comprehensive income--net unrealized
    appreciation (depreciation) of available-for-sale fixed
    maturity securities                                              404,635        210,300     (201,556)
  Retained-earnings deficit                                       (1,536,575)    (1,676,113)    (517,246)
                                                               -------------  -------------  -----------
Total stockholder's equity                                        57,768,295     57,434,422   15,681,433
                                                               -------------  -------------  -----------
Total liabilities and stockholder's equity                     $ 422,133,638  $ 224,073,847  $32,495,288
                                                               -------------  -------------  -----------
                                                               -------------  -------------  -----------
</TABLE>
    
 
   
SEE ACCOMPANYING NOTES.
    
 
                                       45
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                            STATEMENTS OF OPERATIONS
    
 
   
<TABLE>
<CAPTION>
                                                                                                          PERIOD FROM
                                                                                                         DECEMBER 28,
                                                                                                             1995
                                                                                                         (COMMENCEMENT
                                                                                                              OF
                                               SIX MONTHS ENDED                   YEAR ENDED              OPERATIONS)
                                                   JUNE 30,                      DECEMBER 31,               THROUGH
                                         -----------------------------   -----------------------------   DECEMBER 31,
                                             1998            1997            1997            1996            1995
                                         -------------   -------------   -------------   -------------   -------------
                                          (UNAUDITED)     (UNAUDITED)
<S>                                      <C>             <C>             <C>             <C>             <C>
Revenues:
  Traditional life and accident and
    health insurance premiums            $   5,633,604   $   6,019,558   $  11,424,907   $  14,540,707   $      1,820
  Universal life and annuity product
    charges                                    115,635              --          11,896          14,007             --
  Net investment income                     10,312,042       1,192,602       4,028,628         857,015          4,010
  Realized gains on investments                 25,495              --              --              --             --
                                         -------------   -------------   -------------   -------------   -------------
    Total revenues                          16,086,776       7,212,160      15,465,431      15,411,729          5,830
Benefits and expenses:
  Insurance policy benefits and change
    in future policy benefit                 3,659,415       4,151,331       7,440,080       8,787,700             --
  Interest credited to account balances      5,272,914         268,785       2,129,686          77,831             --
  Interest expense on notes payable             99,726         101,845         134,077          41,266             --
  Interest expense on short-term
    borrowings                                 820,307              --         291,547              --             --
  Amortization of deferred policy
    acquisition costs and value of
    insurance in force acquired              1,320,779         205,008       1,143,032         879,916             --
  Amortization of goodwill                      35,000          35,000          70,000          17,500             --
  Agency and product development costs
    (NOTE 2)                                 1,300,000         613,600       1,872,217              --             --
  Other operating costs and expenses         3,465,071       2,501,939       4,932,435       6,124,343          6,249
                                         -------------   -------------   -------------   -------------   -------------
    Total benefits and expenses             15,973,212       7,877,508      18,013,074      15,928,556          6,249
    Income (loss) before federal income
     taxes                                     113,564        (665,348)     (2,547,643)       (516,827)          (419)
Federal income tax benefit (expense):
  Current                                   (2,097,289)             --      (2,565,057)             --             --
  Deferred                                   2,123,263              --       3,953,833              --             --
                                         -------------   -------------   -------------   -------------   -------------
                                                25,974              --       1,388,776              --             --
                                         -------------   -------------   -------------   -------------   -------------
Net income (loss)                        $     139,538   $    (665,348)  $  (1,158,867)  $    (516,827)  $       (419)
                                         -------------   -------------   -------------   -------------   -------------
                                         -------------   -------------   -------------   -------------   -------------
</TABLE>
    
 
   
SEE ACCOMPANYING NOTES.
    
 
                                       46
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                 STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
    
 
   
<TABLE>
<CAPTION>
                                                                                         NET
                                                                                     UNREALIZED
                                                                                    APPRECIATION
                                                                                    (DEPRECIATION)
                                                                                    OF AVAILABLE-
                                                                                      FOR-SALE
                                                                     ADDITIONAL         FIXED         RETAINED-         TOTAL
                                                                       PAID-IN        MATURITY        EARNINGS      STOCKHOLDER'S
                                                    COMMON STOCK       CAPITAL       SECURITIES        DEFICIT         EQUITY
                                                    -------------   -------------   -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
Initial capitalization of 2,500,000 shares of
 common stock on December 28, 1995                  $   2,500,000   $   4,499,000   $         --    $          --   $   6,999,000
    Net loss for period and comprehensive loss                 --              --             --             (419)           (419)
                                                    -------------   -------------   -------------   -------------   -------------
Balance at December 31, 1995                            2,500,000       4,499,000             --             (419)      6,998,581
    Net loss for year                                          --              --             --         (516,827)       (516,827)
    Change in net unrealized depreciation of
      available-for-sale fixed maturity securities             --              --       (201,556)              --        (201,556)
                                                                                                                    -------------
    Comprehensive loss                                                                                                   (718,383)
    Cash contributions from American Equity
      Investment Life Holding Company                          --       9,401,235             --               --       9,401,235
                                                    -------------   -------------   -------------   -------------   -------------
Balance at December 31, 1996                            2,500,000      13,900,235       (201,556)        (517,246)     15,681,433
    Net loss for year                                          --              --             --       (1,158,867)     (1,158,867)
    Change in net unrealized appreciation of
      available-for-sale fixed maturity securities             --              --        411,856               --         411,856
                                                                                                                    -------------
    Comprehensive loss                                                                                                   (747,011)
    Cash contributions from American Equity
      Investment Life Holding Company                          --      42,500,000             --               --      42,500,000
                                                    -------------   -------------   -------------   -------------   -------------
Balance at December 31, 1997                            2,500,000      56,400,235        210,300       (1,676,113)     57,434,422
    Net income for six months ended June 30, 1998              --              --             --          139,539         139,538
    Change in net unrealized appreciation of
      available-for-sale fixed maturity securities             --              --        194,335               --         194,335
                                                                                                                    -------------
    Comprehensive income                                                                                                  333,873
                                                    -------------   -------------   -------------   -------------   -------------
Balance at June 30, 1998 (unaudited)                $   2,500,000   $  56,400,235   $    404,635    $  (1,536,575)  $  57,768,295
                                                    -------------   -------------   -------------   -------------   -------------
                                                    -------------   -------------   -------------   -------------   -------------
Balance at January 1, 1997                          $   2,500,000   $  13,900,235   $   (201,556)   $    (517,246)  $  15,681,433
    Cash contributions from American Equity
      Investment Life Holding Company                          --       5,500,000             --               --       5,500,000
    Net loss for six months ended June 30, 1997                --              --             --         (655,348)       (655,348)
    Change in net unrealized appreciation
      (depreciation) of available-for-sale fixed
      maturity securities                                      --              --       (138,935)              --        (138,935)
                                                                                                                    -------------
    Comprehensive loss                                                                                                   (794,283)
                                                    -------------   -------------   -------------   -------------   -------------
Balance at June 30, 1997 (unaudited)                $   2,500,000   $  19,400,235   $   (340,491)   $  (1,172,594)  $  20,387,150
                                                    -------------   -------------   -------------   -------------   -------------
                                                    -------------   -------------   -------------   -------------   -------------
</TABLE>
    
 
   
SEE ACCOMPANYING NOTES.
    
 
                                       47
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                            STATEMENTS OF CASH FLOWS
    
 
   
<TABLE>
<CAPTION>
                                                                                                                PERIOD FROM
                                                                                                               DECEMBER 28,
                                                                                                                   1995
                                                                                                               (COMMENCEMENT
                                                                                                              OF OPERATIONS)
                                                      SIX MONTHS ENDED                  YEAR ENDED                THROUGH
                                                          JUNE 30,                     DECEMBER 31,             DECEMBER 31
                                               ------------------------------  -----------------------------  ---------------
                                                    1998            1997            1997           1996            1995
                                               ---------------  -------------  --------------  -------------  ---------------
                                                 (UNAUDITED)     (UNAUDITED)
<S>                                            <C>              <C>            <C>             <C>            <C>
OPERATING ACTIVITIES
Net income (loss)                              $       139,538  $    (655,348) $   (1,158,867) $    (516,827)  $        (419)
Adjustments to reconcile net income (loss) to
  net cash provided by (used in) operating
  activities:
  Adjustments related to interest sensitive
   products:
    Interest credited to account balances            5,272,914        268,785       2,129,686         77,831              --
    Charges for mortality and administration          (115,635)            --         (11,896)       (14,007)             --
  Increase (decrease) in traditional life
   insurance and accident and health reserves          331,688        113,369         287,197        439,216              --
  Policy acquisition costs deferred                (12,926,173)    (1,105,611)     (5,178,251)      (245,226)             --
  Amortization of deferred policy acquisition
   costs                                             1,176,581          7,008         761,032          6,995              --
  Amortization of value of insurance in force
   acquired                                            144,198        198,000         382,000        872,921              --
  Depreciation of property, furniture and
   equipment                                            93,999         93,790         139,461         19,845              --
  Amortization of goodwill                              35,000         35,000          70,000         17,500              --
  Amortization of discount and premiums on
   available-for-sale fixed maturity
   securities and derivative instruments            (6,219,529)        (3,168)       (997,853)        36,148              --
  Deferred income taxes                             (2,123,263)            --      (3,953,833)            --              --
  Increase (decrease) in federal income taxes
   payable                                          (2,552,711)            --       2,562,742             --              --
  Other                                              8,287,019         44,238       2,241,873       (441,649)           (730)
                                               ---------------  -------------  --------------  -------------  ---------------
Net cash provided by (used in) operating
  activities                                        (8,456,374)    (1,092,413)     (2,726,709)       252,747          (1,149)
INVESTING ACTIVITIES
Maturities or repayments of investments:
  Available-for-sale fixed maturity
   securities                                       82,502,323             --      22,591,487      3,779,185              --
  Mortgage loans on real estate                        700,000             --              --             --              --
  Policy loans                                              --             --              --         12,580              --
                                               ---------------  -------------  --------------  -------------  ---------------
                                                    83,202,323             --      22,591,487      3,791,765              --
Acquisitions of investments:
  Available-for-sale fixed maturity
   securities                                     (255,489,901)   (27,620,656)   (200,181,267)   (19,223,611)     (6,899,015)
  Mortgage loan on real estate                              --             --              --       (700,000)             --
  Derivative instruments                            (3,318,470)      (256,621)     (1,815,674)            --              --
  Policy loans                                         (17,751)        (8,923)        (26,830)      (169,103)             --
                                               ---------------  -------------  --------------  -------------  ---------------
                                                  (258,826,122)   (27,886,200)   (202,023,771)   (20,092,714)     (6,899,015)
Cash received pursuant to reinsurance
  assumption agreements                                     --             --              --      3,805,969       2,746,767
Purchases of property, furniture and
  equipment                                           (174,378)      (220,031)       (490,887)      (208,969)             --
Acquisition of Century Life Insurance
  Company, net of cash equivalents received                 --             --              --       (885,837)             --
                                               ---------------  -------------  --------------  -------------  ---------------
Net cash used in investing activities             (115,798,177)   (28,106,231)   (179,923,171)   (13,589,786)     (4,152,248)
</TABLE>
    
 
                                       48
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                      STATEMENTS OF CASH FLOWS (CONTINUED)
    
 
   
<TABLE>
<CAPTION>
                                                                                                                PERIOD FROM
                                                                                                               DECEMBER 28,
                                                                                                                   1995
                                                                                                               (COMMENCEMENT
                                                                                                              OF OPERATIONS)
                                                      SIX MONTHS ENDED                  YEAR ENDED                THROUGH
                                                          JUNE 30,                     DECEMBER 31,            DECEMBER 31,
                                               ------------------------------  -----------------------------  ---------------
                                                    1998            1997            1997           1996            1995
                                               ---------------  -------------  --------------  -------------  ---------------
                                                 (UNAUDITED)     (UNAUDITED)
<S>                                            <C>              <C>            <C>             <C>            <C>
FINANCING ACTIVITIES
Receipts from interest sensitive products
  credited to policyholder account balances    $   165,215,893  $  20,423,387  $  141,802,051  $   2,456,054   $          --
Return of policyholder account balances on
  interest sensitive products                       (7,717,871)      (281,053)     (1,175,375)      (217,532)             --
Proceeds from note payable to parent and
  other short-term borrowings                       24,226,750      1,982,500              --      2,500,000              --
Net proceeds from issuance of common stock                  --             --              --             --       6,999,000
Cash contributions by parent                                --      5,500,000      42,500,000      9,401,235              --
                                               ---------------  -------------  --------------  -------------  ---------------
Net cash provided by financing activities          181,724,772     27,624,834     183,126,676     14,139,757       6,999,000
                                               ---------------  -------------  --------------  -------------  ---------------
Increase (decrease) in cash and cash
  equivalents                                       (2,529,779)    (1,573,810)        476,796        802,718       2,845,603
Cash and cash equivalents at beginning of
  period                                             4,125,117      3,648,321       3,648,321      2,845,603              --
                                               ---------------  -------------  --------------  -------------  ---------------
Cash and cash equivalents at end of period     $     1,595,338  $   2,074,511  $    4,125,117  $   3,648,321   $   2,845,603
                                               ---------------  -------------  --------------  -------------  ---------------
                                               ---------------  -------------  --------------  -------------  ---------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION
Cash paid during period for:
  Interest                                     $       920,033  $     108,541  $      291,547  $          --   $          --
  Federal income taxes                               4,650,000             --           2,315             --              --
Non-cash financing and investing activities:
Assets and liabilities acquired pursuant to
  reinsurance assumption agreements:
Receivable from ceding company                              --             --              --             --        (386,113)
Premiums due and uncollected                                --             --              --        (41,284)     (1,116,548)
Reinsurance recoverables                                    --             --              --             --        (473,146)
Value of insurance in force acquired                        --             --              --     (1,097,921)     (1,500,000)
Universal life and annuity policy reserves                  --             --              --        871,580              --
Traditional life and accident and health
  policy reserves                                           --             --              --      3,982,118       4,251,306
Policy and contract claims                                  --             --              --         91,476         657,610
Provision for experience rating refunds                     --             --              --             --       1,188,318
Other liabilities                                           --             --              --             --         125,340
                                               ---------------  -------------  --------------  -------------  ---------------
Cash received pursuant to reinsurance
  assumption agreements                                     --             --              --      3,805,969       2,746,767
</TABLE>
    
 
   
SEE ACCOMPANYING NOTES.
    
 
                                       49
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                         NOTES TO FINANCIAL STATEMENTS
    
 
   
                MARCH 31, 1998 (UNAUDITED) AND DECEMBER 31, 1997
    
 
   
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
    
 
   
ORGANIZATION
    
 
   
American Equity Investment Life Insurance Company (the Company) is a
wholly-owned subsidiary of American Equity Investment Life Holding Company
(parent). The Company is licensed to sell insurance products in 32 states and
the District of Columbia at December 31, 1997. The Company offers a broad array
of insurance products including single premium deferred annuities, flexible
premium deferred annuities, interest-sensitive life insurance products
(including universal life insurance) and traditional life insurance products.
    
 
   
BASIS OF PRESENTATION
    
 
   
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.
Significant estimates and assumptions are utilized in the calculation of value
of insurance in force acquired, deferred policy acquisition costs, policyholder
liabilities and accruals and valuation allowances on investments. It is
reasonably possible that actual experience could differ from the estimates and
assumptions utilized.
    
 
   
INTERIM FINANCIAL INFORMATION
    
 
   
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and notes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the six-month period ended June 30, 1998 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1998.
    
 
   
INVESTMENTS
    
 
   
The Company has classified all of its fixed maturity securities (bonds) as
available-for-sale. Available-for-sale securities are reported at market value
and unrealized gains and losses, if any, on these securities are included
directly in stockholder's equity, net of certain adjustments. Premiums and
discounts are amortized/accrued using methods which result in a constant yield
over the securities' expected lives. Mortgage loans on real estate are stated at
the aggregate unpaid principal balance.
    
 
   
The carrying amounts of all the Company's investments are reviewed on an ongoing
basis for credit deterioration, and if this review indicates a decline in market
value that is other than temporary, the Company's carrying amount in the
investment is reduced to its estimated realizable value and a specific writedown
is taken. Such reductions in carrying amount are recognized as realized losses
and charged to income. Realized gains and losses on sales are determined on the
basis of specific identification of investments.
    
 
   
Market values, as reported herein, of publicly traded fixed maturity securities
are based on the latest quoted market prices, or for those not readily
marketable, at values which are representative of the market values of issues of
comparable yield and quality.
    
 
   
DERIVATIVE INSTRUMENTS
    
 
   
The Company sells single premium deferred annuity products with an additional
benefit provision based on the growth in the Standard & Poor's 500 Index. The
Company has analyzed the characteristics of these benefits and has purchased
one-year option contracts with similar characteristics to hedge these risks.
These options are reported at fair value in the balance sheet.
    
 
   
The options are purchased at the time the related annuity policies are issued,
with similar maturity dates and benefit features that fluctuate as the value of
the options change. Accordingly, changes in the value of the options ($839,359
during the year ended December 31, 1997) are offset by changes to the policy
benefit liabilities in the statements of operations.
    
 
                                       50
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
 
   
POLICY LOANS
    
 
   
Policy loans are reported at unpaid principal.
    
 
   
CASH AND CASH EQUIVALENTS
    
 
   
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
    
 
   
DEFERRED POLICY ACQUISITION COSTS AND VALUE OF INSURANCE IN FORCE ACQUIRED
    
 
   
To the extent recoverable from future policy revenues and gross profits, certain
costs of acquiring new insurance business, principally commissions, first-year
bonus interest and other expenses related to the production of new business,
have been deferred. The value of insurance in force acquired is an asset that
arose with the acquisition of two blocks of business discussed in Note 4. The
initial values are determined by an actuarial study using expected future
profits as a measurement of the net present value of the insurance acquired.
Interest accrues on the unamortized balance at a rate of 6%.
    
 
   
For universal life and annuity products, these costs are being amortized
generally in proportion to expected gross profits from surrender charges and
investment, mortality, and expense margins. That amortization is adjusted
retrospectively when estimates of current future gross profits/margins
(including the impact of investment gains and losses) to be realized from a
group of products are revised. For traditional life and accident and health
insurance, such costs are being amortized over the premium-paying period of the
related policies in proportion to premium revenues recognized, using principally
the same assumptions for interest, mortality and withdrawals that are used for
computing liabilities for future policy benefits subject to traditional
"lock-in" concepts.
    
 
   
GOODWILL
    
 
   
Goodwill consists of the excess of the purchase price paid over net assets
acquired in connection with the purchase of Century Life Insurance Company (see
Note 4), and is being amortized over 10 years.
    
 
   
PROPERTY, FURNITURE AND EQUIPMENT
    
 
   
Property and furniture and equipment, comprised primarily of office furniture
and equipment, data processing equipment and capitalized software costs, are
reported at cost less allowances for depreciation. Depreciation expense is
compiled primarily using the straight-line method over the estimated useful
lives of the assets.
    
 
   
FUTURE POLICY BENEFITS
    
 
   
Future policy benefit reserves for universal life insurance and annuity products
are computed using the retrospective deposit method and represent policy account
balances before applicable surrender charges. Policy benefits and claims that
are charged to expense include benefit claims incurred in the period in excess
of related policy account balances. Interest crediting rates for universal life
and investment products ranged from 3.0% to 12.4% in 1997 and from 3.0% to 8.4%
in 1996. A portion of this amount ($1,035,325 during the year ended December 31,
1997) represents an additional interest credit on first-year premiums payable
until the first contract anniversary date (first-year bonus interest). Such
amounts have been offset against interest credited to account balances and
deferred as policy acquisitions costs.
    
 
   
The liability for future policy benefits for traditional life insurance is based
on net level premium reserves, including assumptions as to interest, mortality,
and other assumptions underlying the guaranteed policy cash values. Reserve
interest assumptions are level and range from 3.0% to 6.0%. The liabilities for
future policy benefits for accident and health insurance are computed using a
net level premium method, including assumptions as to morbidity and other
assumptions based on the Company's experience, modified as necessary to give
effect to anticipated trends and to include provisions for possible unfavorable
deviations. Policy benefit claims are charged to expense in the period that the
claims are incurred.
    
 
   
Unpaid claims include amounts for losses and related adjustment expenses and are
determined using individual claim evaluations and statistical analysis. Unpaid
claims represent estimates of the ultimate net costs of all losses, reported and
unreported, which remain unpaid at December 31 of each year. These estimates are
necessarily subject to the
    
 
                                       51
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
 
   
impact of future changes in claim severity, frequency and other factors. In
spite of the variability inherent in such situations, management believes that
the unpaid claim amounts are adequate. The estimates are continuously reviewed
and as adjustments to these amounts become necessary, such adjustments are
reflected in current operations.
    
 
   
Certain policies of the Company include provisions for refunds of premiums based
upon annual experience of the underlying business. The Company has recorded a
liability for expected refunds based on experience.
    
 
   
DEFERRED INCOME TAXES
    
 
   
Deferred income tax assets or liabilities are computed based on the difference
between the financial statement and income tax bases of assets and liabilities
using the enacted marginal tax rate. Deferred income tax expenses or credits are
based on the changes in the asset or liability from period to period.
    
 
   
RECOGNITION OF PREMIUM REVENUES AND COSTS
    
 
   
Revenues for universal life and annuity products consist of policy charges for
the cost of insurance, administration charges, amortization of policy initiation
fees and surrender charges assessed against policyholder account balances during
the period. Expenses related to these products include interest credited to
policyholder account balances and benefit claims incurred in excess of
policyholder account balances.
    
 
   
Life and accident and health premiums are recognized as revenues over the
premium-paying period. Future policy benefits and policy acquisition costs are
recognized as expenses over the life of the policy by means of the provision for
future policy benefits and amortization of deferred policy acquisition costs.
    
 
   
All insurance-related revenues, benefits, losses and expenses are reported net
of reinsurance ceded.
    
 
   
COMPREHENSIVE INCOME
    
 
   
As of January 1, 1998, the Company adopted Statement No. 130, REPORTING
COMPREHENSIVE INCOME. Statement No. 130 establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption of
this statement had no impact on the Company's net income of stockholders'
equity. Statement No. 130 requires unrealized gains and losses on the Company's
available-for-sale securities to be included in other comprehensive income.
    
 
   
2. NEW ACCOUNTING STANDARD FOR AGENCY DEVELOPMENT COSTS
    
 
   
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) No. 98-5, REPORTING ON THE COSTS OF START-UP
ACTIVITIES. SOP No. 98-5 generally establishes the accounting guidance related
to introducing new products or services, conducting business in a new territory,
or conducting business with a new class of customers. These types of costs are
typically incurred by a life insurance company in connection with agency
development activities. SOP No. 98-5 now requires that such costs be expensed in
the year incurred rather than be capitalized and expensed over a number of
years.
    
 
   
While the adoption of the standard is not mandated until January 1, 1999, the
Company has elected to adopt its provisions, effective January 1, 1997, for the
purposes of preparing its 1997 financial statements. This election will
eliminate the need to record a cumulative effect adjustment on January 1, 1999
to write-off previously capitalized costs. The Company had previously deferred
these costs in its interim 1997 financial statements; however, for these
statements the change was effected as of January 1, 1997 in accordance with
transition rules included within SOP No. 98-5. Costs capitalized prior to
January 1, 1997 were not material.
    
 
   
The Company disagrees with the new standard and continues to believe that
deferral of these costs is appropriate. The Company believes that the new
standard puts start-up operations, such as itself, at a competitive disadvantage
to those entities which acquire existing agency forces in business combinations
accounted for as purchases, which would result in comparable cost deferrals
through the recording of goodwill. The Company believes these inequities should
be considered when reviewing the Company's financial statements.
    
 
   
3. FAIR VALUES OF FINANCIAL INSTRUMENTS
    
 
   
SFAS No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to estimate that
value. In cases where quoted market prices are not available, fair values are
based on estimates using present value or other
    
 
                                       52
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
3.  FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
    
 
   
valuation techniques. Those techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows. In that regard, the derived fair value estimates cannot be substantiated
by comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instruments. SFAS No. 107 also excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements and allows companies to forego the disclosures when those estimates
can only be made at excessive cost. Accordingly, the aggregate fair value
amounts presented herein are limited by each of these factors and do not purport
to represent the underlying value of the Company.
    
 
   
The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:
    
 
   
FIXED MATURITY SECURITIES:  Fair values for fixed maturity securities are based
on quoted market prices, when available, or price matrices for securities which
are not actively traded, developed using yield data and other factors relating
to instruments or securities with similar characteristics.
    
 
   
MORTGAGE LOANS ON REAL ESTATE:  Fair values are estimated by discounting
expected cash flows using interest rates currently being offered for similar
loans.
    
 
   
DERIVATIVE INSTRUMENTS:  Fair values for derivative instruments are based on
quoted market prices from related counterparties.
    
 
   
POLICY LOANS:  The Company has not attempted to determine the fair values
associated with its policy loans, as management believes any differences between
the Company's carrying amount and the fair values afforded these instruments are
immaterial to the Company's financial position and, accordingly, the cost to
provide such disclosure is not worth the benefit to be derived.
    
 
   
CASH AND CASH EQUIVALENTS:  The carrying amounts reported in the balance sheet
for these instruments approximate their fair values.
    
 
   
ANNUITY POLICY RESERVES:  Fair values of the Company's liabilities under
contracts not involving significant mortality or morbidity risks (principally
deferred annuities), are stated at the cost the Company would incur to
extinguish the liability (i.e., the cash surrender value). The Company is not
required to and has not estimated the fair value of its liabilities under other
contracts.
    
 
   
The following sets forth a comparison of the fair values and carrying amounts of
the Company's financial instruments:
    
 
   
<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                               ------------------------------------------------------
                                                           1997                        1996
                                               ----------------------------  ------------------------
                                                 CARRYING         FAIR        CARRYING
                                                  AMOUNT          VALUE        AMOUNT     FAIR VALUE
                                               ----------------------------  ------------------------
<S>                                            <C>            <C>            <C>          <C>
ASSETS
Available-for-sale fixed maturity securities   $ 202,315,960  $ 202,315,960  $22,195,922  $22,195,922
Mortgage loans on real estate                        700,000        700,000      700,000      700,000
Derivative instruments                             2,065,549      2,065,549           --           --
Policy loans                                         183,353        183,353      156,523      156,523
Cash and cash equivalents                          4,125,117      4,125,177    3,648,321    3,648,321
 
LIABILITIES
Annuity policy reserves                        $ 146,310,889  $ 129,660,303  $ 2,884,102  $ 2,814,701
</TABLE>
    
 
   
4. PURCHASE OF BUSINESS AND REINSURANCE ASSUMPTION AGREEMENTS
    
 
   
On September 30, 1996, the Company purchased Century Life Insurance Company, an
inactive life insurance company licensed to transact business in 22 states and
the District of Columbia for $5,900,047. The transaction was accounted for as a
purchase and the excess of the purchase price over the fair value of the net
assets received, generally attributed
    
 
                                       53
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
4.  PURCHASE OF BUSINESS AND REINSURANCE ASSUMPTION AGREEMENTS (CONTINUED)
    
 
   
to the licenses received and other intangibles, aggregated $700,000 and has been
allocated to goodwill. Goodwill will be amortized on the straight-line method
over ten years. The following summarizes the assets and liabilities received in
connection with the purchase:
    
 
   
<TABLE>
<S>                                                                          <C>
Available-for-sale fixed maturity securities                                 $   155,837
Cash equivalents                                                               5,014,210
Accrued investments income                                                        30,000
Intangibles                                                                      700,000
Other assets                                                                       6,785
Other liabilities                                                                 (6,785)
                                                                             -----------
Net purchase price                                                           $ 5,900,047
                                                                             -----------
                                                                             -----------
</TABLE>
    
 
   
On December 31, 1995, the Company acquired a block of individual and group
insurance policies from American Life and Casualty Insurance Company, pursuant
to a reinsurance agreement. Under the agreement, the Company received cash of
$3,132,880, of which $2,746,767 had been received prior to December 31, 1995,
and assumed the related assets and liabilities, including the value of insurance
in force acquired in the amount of $1,500,000.
    
 
   
On January 2, 1996, the Company acquired an additional block of individual life
business from American Life and Casualty Insurance Company pursuant to a second
reinsurance agreement. Under this agreement, the Company received cash of
$3,805,969, and assumed the related assets and liabilities, including the value
of insurance in force acquired in the amount of $1,097,921.
    
 
   
The statement of operations includes results of the acquired company and for the
acquired blocks of business subsequent to their purchase dates.
    
 
   
5. INVESTMENTS
    
 
   
At December 31, 1997 and 1996, bonds are comprised entirely of United States
Government and agencies obligations. Net unrealized appreciation (depreciation)
on bonds included gross unrealized appreciation of $736,523 and $1,764 and gross
unrealized depreciation of $44,928 and $203,320 for the years ended December 31,
1997 and 1996, respectively.
    
 
   
The amortized cost and estimated fair value of debt securities at December 31,
1997, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
    
 
   
<TABLE>
<CAPTION>
                                                                              AMORTIZED         ESTIMATED
                                                                                COST            FAIR VALUE
                                                                          -----------------------------------
<S>                                                                       <C>                <C>
Due after one year through five years                                     $      55,029,072  $     55,005,750
Due after five years through ten years                                           19,046,971        19,093,110
Due after ten years through twenty years                                        125,316,243       125,929,600
Due after twenty years                                                            2,232,079         2,287,500
                                                                          -----------------------------------
                                                                          $     201,624,365  $    202,315,960
                                                                          -----------------------------------
                                                                          -----------------------------------
</TABLE>
    
 
   
The unrealized appreciation or depreciation on available-for-sale fixed maturity
securities is reported as a separate component of stockholder's equity, reduced
by adjustments to deferred policy acquisition costs that would have been
    
 
                                       54
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
5.  INVESTMENTS (CONTINUED)
    
 
   
required as a charge or credit to income had such amounts been realized, and a
provision for deferred income taxes. Net unrealized appreciation (depreciation)
of available-for-sale fixed maturity securities as reported were comprised of
the following:
    
 
   
<TABLE>
<CAPTION>
                                                            DECEMBER 31
                                                    ---------------------------
                                                        1997           1996
                                                    ---------------------------
<S>                                                 <C>            <C>
Unrealized appreciation (depreciation) on
  available-for-sale fixed maturity securities      $     691,595  $   (201,556)
Adjustments for assumed changes in amortization
  pattern of deferred policy acquisition costs           (372,959)           --
Provision for deferred income taxes                      (108,336)           --
                                                    ---------------------------
Net unrealized appreciation (depreciation) of
  available-for-sale fixed maturity securities      $     210,300  $   (201,556)
                                                    ---------------------------
                                                    ---------------------------
</TABLE>
    
 
   
Components of net investment income are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                             PERIOD FROM
                                                                                          DECEMBER 28, 1995
                                                              YEAR ENDED DECEMBER 31       (COMMENCEMENT OF
                                                           ----------------------------  OPERATIONS) THROUGH
                                                                1997           1996       DECEMBER 31, 1995
                                                           ----------------------------  --------------------
<S>                                                        <C>             <C>           <C>
Available-for-sale fixed maturity securities               $    5,131,361  $    913,636       $    2,926
Mortgage loans on real estate                                      61,357            --               --
Derivative instruments                                           (589,484)           --               --
Policy loans                                                       12,281         9,849               --
Cash and cash equivalents                                          73,047        62,302            1,084
                                                           ----------------------------          -------
                                                                4,688,562       985,787            4,010
Less investment expenses                                         (659,934)     (128,772)              --
                                                           ----------------------------          -------
Net investment income                                      $    4,028,628  $    857,015       $    4,010
                                                           ----------------------------          -------
                                                           ----------------------------          -------
</TABLE>
    
 
   
As part of the investment strategy, the Company enters into securities lending
programs to increase its return on investments and improve liquidity. These
transactions are accounted for as short-term borrowings. The borrowings are
collateralized by investment securities with fair values approximately equal to
the loan value. No amounts were outstanding at December 31, 1997 or 1996. At
June 30, 1998, $24,226,750 was outstanding under this arrangement.
    
 
   
At December 31, 1997, affidavits of deposits covering fixed maturity securities
and short-term investments with a carrying value of $200,954,937 (1996 -
$19,293,142) were on deposit with state agencies to meet regulatory
requirements. In addition, fixed maturity securities and short-term investments
with a carrying amount of $539,292 (1996 - $5,156,565) were held on deposit with
state agencies to meet similar requirements.
    
 
   
No investment in any person or its affiliates (other than bonds issued by
agencies of the United States Government) exceeded 10% of stockholder's equity
at December 31, 1997 or 1996.
    
 
                                       55
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
6. VALUE OF INSURANCE IN FORCE ACQUIRED
    
 
   
The value of insurance in force acquired is an asset that represents the present
value of future profits on business acquired. An analysis of the value of
insurance in force acquired for the periods ended December 31, 1997, 1996 and
1995 is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                             PERIOD FROM
                                                                                          DECEMBER 28, 1995
                                                             YEAR ENDED DECEMBER 31        (COMMENCEMENT OF
                                                         ------------------------------  OPERATIONS) THROUGH
                                                              1997            1996        DECEMBER 31, 1995
                                                         ----------------------------------------------------
<S>                                                      <C>             <C>             <C>
Balance at beginning of period                           $    1,725,000  $    1,500,000     $           --
Acquired during the period                                           --       1,097,921          1,500,000
Accretion of interest during the period                          91,000         130,000                 --
Amortization of asset                                          (473,000)     (1,002,921)                --
                                                         ----------------------------------------------------
Balance at end of period                                 $    1,343,000  $    1,725,000     $    1,500,000
                                                         ----------------------------------------------------
                                                         ----------------------------------------------------
</TABLE>
    
 
   
Amortization of the value of insurance in force acquired for the next five years
ending December 31 is expected to be as follows: 1998 - $317,000; 1999 -
$268,000; 2000 - $232,000; 2001 - $104,000; and 2002 - $104,000.
    
 
   
7. REINSURANCE AND POLICY PROVISIONS
    
 
   
In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
reinsurance to other insurance enterprises or reinsurers. Reinsurance coverages
for life insurance vary according to the age and risk classification of the
insured. The Company does not use financial or surplus relief reinsurance.
    
 
   
Reinsurance contracts do not relieve the Company of its obligations to its
policyholders. To the extent that reinsuring companies are later unable to meet
obligations under reinsurance agreements, the Company would be liable for these
obligations, and payment of these obligations could result in losses to the
Company. To limit the possibility of such losses, the Company evaluates the
financial condition of its reinsurers, and monitors concentrations of credit
risk. Insurance premiums and product charges have been reduced by $722,545 and
$742,088 and insurance benefits have been reduced by $503,154 and $455,472
during the years ended December 31, 1997 and 1996, respectively, as a result of
cession agreements.
    
 
   
No allowance for uncollectible amounts has been established against the
Company's asset for amounts due from other insurance companies since none of the
receivables are deemed by management to be uncollectible.
    
 
                                       56
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
7.  REINSURANCE AND POLICY PROVISIONS (CONTINUED)
    
 
   
Unpaid claims on accident and health include amounts for losses and related
adjustment expense and are estimates of the ultimate net costs of all losses,
reported and unreported. These estimates are subject to the impact of future
changes in claim severity, frequency and other factors. The activity in the
liability for unpaid claims and related adjustment expense for the years ended
December 31, 1997 and 1996, net of reinsurance, is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                           UNPAID CLAIMS
                                                           LIABILITY AT     CLAIMS                                 UNPAID CLAIMS
                                                           BEGINNING OF     RESERVE       CLAIMS                   LIABILITY AT
                                                               YEAR         ASSUMED      INCURRED    CLAIMS PAID    END OF YEAR
                                                           ---------------------------------------------------------------------
<S>                                                        <C>            <C>          <C>           <C>           <C>
YEAR ENDED DECEMBER 31, 1997
1997                                                       $          --  $        --  $    556,302  $    296,060  $     260,242
1996 and prior                                                   629,651           --      (107,471)      115,135        407,045
                                                           ---------------------------------------------------------------------
                                                                 629,651  $        --  $    448,831  $    411,195        667,287
                                                                          ---------------------------------------
                                                                          ---------------------------------------
Active life reserve                                            1,350,132                                               1,406,694
                                                           -------------                                           -------------
Total accident and health reserves                         $   1,979,783                                           $   2,073,981
                                                           -------------                                           -------------
                                                           -------------                                           -------------
YEAR ENDED DECEMBER 31, 1996
1996                                                       $          --  $        --  $    421,841  $     90,844  $     330,997
1995 and prior                                                        --      501,589        44,347       247,282        298,654
                                                           ---------------------------------------------------------------------
                                                                      --  $   501,589  $    466,188  $    338,126        629,651
                                                                          ---------------------------------------
                                                                          ---------------------------------------
Active life reserve                                                   --                                               1,350,132
                                                           -------------                                           -------------
Total accident and health reserves                         $          --                                           $   1,979,783
                                                           -------------                                           -------------
                                                           -------------                                           -------------
</TABLE>
    
 
   
8. FEDERAL INCOME TAXES
    
 
   
The Company files a separate federal income tax return.
    
 
   
Deferred income taxes are established by the Company based upon the temporary
differences among financial reporting and tax bases of assets and liabilities
within each entity, the reversal of which will result in taxable or deductible
amounts in future years when the related asset or liability is recovered or
settled, measured using the enacted tax rates. Prior to 1997, no deferred income
taxes were provided since timing differences were not sufficient to offset
operating loss carryforwards.
    
 
   
The effective tax rate on loss before federal income taxes is different than the
prevailing federal income tax rate, as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                              PERIOD FROM
                                                                                           DECEMBER 28, 1995
                                                             YEAR ENDED DECEMBER 31        (COMMENCEMENT OF
                                                          -----------------------------   OPERATIONS) THROUGH
                                                               1997            1996        DECEMBER 31, 1995
                                                          -----------------------------  ---------------------
<S>                                                       <C>              <C>           <C>
Loss before income taxes                                  $    (2,547,643) $   (516,827)       $    (419)
                                                          -----------------------------           ------
                                                          -----------------------------           ------
Tax effect at federal statutory rate (34%)                $       866,199  $    175,721        $     142
Tax effect (decrease) of:
  Small company deduction                                         331,000            --               --
  Change in valuation allowance                                   171,000      (171,000)              --
  Other                                                            20,577        (4,721)            (142)
                                                          -----------------------------           ------
Income tax benefit                                        $     1,388,776  $         --        $      --
                                                          -----------------------------           ------
                                                          -----------------------------           ------
</TABLE>
    
 
                                       57
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
8.  FEDERAL INCOME TAXES (CONTINUED)
    
 
   
The tax effect of individual temporary differences and the amount of the related
valuation allowance established against the Company's deferred income tax assets
at December 31, 1997 and 1996, is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                    -----------------------------
                                                         1997            1996
                                                    -----------------------------
<S>                                                 <C>              <C>
Deferred income tax assets:
  Unrealized depreciation of fixed maturity
   securities                                       $            --  $     69,000
  Deferred policy acquisition costs                              --       152,000
  Policy benefit reserves                                 5,239,000       187,000
  Provision for experience rating refunds                   182,000       305,000
  Net operating loss carryforwards                               --       124,000
  Other                                                      52,000         3,000
                                                    -----------------------------
                                                          5,473,000       840,000
Deferred income tax liabilities:
  Unrealized appreciation of fixed maturity
   securities                                              (108,336)           --
  Deferred policy acquisition costs                        (727,000)           --
  Value of insurance in force acquired                     (457,000)     (587,000)
  Other                                                    (335,167)      (13,000)
                                                    -----------------------------
                                                         (1,627,503)     (600,000)
Valuation allowance on deferred income tax assets,
  including amounts attributable to unrealized
  depreciation on available-for-sale fixed
  maturity securities of $69,000 at December 31,
  1996                                                           --      (240,000)
                                                    -----------------------------
Deferred income tax asset                           $     3,845,497  $         --
                                                    -----------------------------
                                                    -----------------------------
</TABLE>
    
 
   
The Company regularly reviews its needs for a valuation allowance against its
deferred income tax assets. During the year ended December 31, 1997, the Company
became taxable and it is expected that it will continue to pay federal income
taxes in the foreseeable future. As a result, the valuation allowance pertaining
to deferred income tax assets was removed at December 31, 1997.
    
 
   
9. NOTE PAYABLE TO PARENT
    
 
   
On October 18, 1996, the Company borrowed $2,500,000 from its parent, American
Equity Investment Life Holding Company, in the form of a surplus note. The note
calls for the Company to pay the principal amount of the note and interest
guarantee at an 8% annual rate. Any scheduled payment of interest or repayment
of principal may be paid only out of the Company's earnings, subject to approval
by the Insurance Division, Department of Commerce, of the State of Iowa.
    
 
   
10. RETIREMENT PLAN
    
 
   
During 1996, the Company adopted a contributory defined contribution plan which
is qualified under Section 401(k) of the Internal Revenue Service Code. The plan
covers substantially all full-time employees of the Company, subject to minimum
eligibility requirements. Employees can contribute up to 15% of their annual
salary (with a maximum contribution of $9,500 in 1997) to the plan. The Company
contributes an additional amount, subject to limitations, based on the voluntary
contribution of the employee. Further, the plan provides for additional employer
contributions based on the discretion of the Board of Directors. The Company
contributed $19,434 with respect to this plan during the year ended December 31,
1997. No contributions were made during 1996 to the plan.
    
 
   
11. STATUTORY FINANCIAL INFORMATION
    
 
   
CAPITAL RESTRICTIONS
    
 
   
Iowa Insurance Laws require domestic insurers to maintain a minimum of $5.0
million capital and surplus.
    
 
   
Prior approval of statutory authorities is required for the payment of dividends
to the Company's stockholder which exceed an annual limitation. During 1998, the
Company could pay dividends to its parent of approximately $6,471,000 without
prior approval from regulatory authorities.
    
 
                                       58
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
11. STATUTORY FINANCIAL INFORMATION (CONTINUED)
    
 
   
STATUTORY ACCOUNTING POLICIES
    
 
   
The financial statements of the Company included herein differ from related
statutory-basis principally as follows: (a) the bond portfolio is segregated
into held-for-investment (carried at amortized cost), available-for-sale
(carried at fair value), and trading (reported at fair value) classifications
rather than generally being carried at amortized cost; (b) acquisition costs of
acquiring new business are deferred and amortized over the life of the policies
rather than charged to operations as incurred; (c) the excess of purchase price
over net assets acquired in business combinations is allocated to identifiable
intangibles such as value of insurance in force acquired, rather than being
entirely attributable to goodwill (a portion of which may be non-admitted); (d)
policy reserves on traditional life and accident and health products are based
on reasonable assumptions of expected mortality, morbidity, interest and
withdrawals which include a provision for possible adverse deviation from such
assumptions which may differ from reserves based on statutory mortality rates
and interest; (e) future policy benefit reserves on certain universal life and
annuity products are based on full account values, rather than discounting
methodologies utilizing statutory interest rates; (f) reinsurance amounts are
shown as gross amounts, net of an allowance for uncollectible amounts, on the
balance sheet rather than netted against the corresponding receivable or
payable; (g) deferred income taxes are provided for the difference between the
financial statement and income tax bases of assets and liabilities; (h) net
realized gains or losses attributed to changes in the level of interest rates in
the market are recognized as gains or losses in the statement of operations when
the sale is completed rather than deferred and amortized over the remaining life
of the fixed maturity security or mortgage loan; (i) declines in the estimated
realizable value of investments are charged to the statement of operations for
declines in value, when such declines in value are judged to be other than
temporary rather than through the establishment of a formula-determined
statutory investment reserve (carried as a liability), changes in which are
charged directly to surplus, (j) agents' balances and certain other assets
designated as "non-admitted assets" for statutory purposes are reported as
assets rather than being charged to surplus; (k) revenues for universal life and
annuity products consist of policy charges for the cost of insurance, policy
administration charges, amortization of policy initiation fees and surrender
charges assessed rather than premiums received; and (l) pension income or
expense is recognized in accordance with SFAS No. 87, EMPLOYERS' ACCOUNTING FOR
PENSIONS, rather than in accordance with rules and regulations permitted by the
Employee Retirement Income Security Act of 1974; (m) surplus notes are reported
as a liability rather than as a component of capital and surplus; and (n) assets
and liabilities are restated to fair values when a change in ownership occurs,
rather than continuing to be presented at historical cost.
    
 
   
Net income (loss) for the Company as determined in accordance with statutory
accounting practices was $4,470,284, $1,174,811 and $(419) in 1997, 1996 and
1995, respectively, and total statutory capital and surplus of the Company was
$64,709,809 and $17,302,272 at December 31, 1997 and 1996, respectively.
    
 
   
The National Association of Insurance Commissioners (NAIC) is in the process of
codifying statutory accounting practices (Codification). Codification will
likely change, to some extent, prescribed statutory accounting practices and may
result in changes to the accounting practices that the Company uses to prepare
its statutory-basis financial statements. Codification, which was approved by
the NAIC in March 1998, will require adoption by the various states before it
becomes the prescribed statutory basis of accounting for insurance companies
domesticated within those states. Accordingly, before Codification becomes
effective for the Company, the State of Iowa must adopt Codification as the
prescribed basis of accounting on which domestic insurers must report their
statutory-basis results to the Insurance Division. At this time, it is unclear
whether the State of Iowa will adopt Codification.
    
 
   
12. COMMITMENTS AND CONTINGENCIES
    
 
   
The Company has entered into General Agency Commission and Servicing Agreement
with American Equity Investment Service Company (the Service Company),
wholly-owned by the Company's chairman. Under the agreement, the Service Company
acts as a national supervisory agent with responsibility for paying commissions
to agents of the Company. The Service Company is obligated to pay a specified
percentage of all commissions due to sales agents with the Company paying the
remainder. The Company then pays renewal commissions to the Service Company
(which are deferred as policy acquisition costs) over a six-year period on all
policies remaining in force. During the year ended December 31, 1997, the
Service Company paid $11,470,576 to agents of the Company and the Company paid
renewal commissions to the Service Company of $1,360,410. At December 31, 1997,
accounts payable to the Service Company aggregated $985,194 and is included in
other liabilities.
    
 
                                       59
<PAGE>
   
               AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
    
 
   
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
 
   
12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
 
   
The Company leases its home office space and certain other equipment under
operating leases which expire through October 2002. During the years ended
December 31, 1997 and 1996, rent expense totaled $341,982 and $147,662,
respectively. At December 31, 1997, minimum rental payments due under all
noncancelable operating leases with initial terms of one year or more are:
    
 
   
<TABLE>
<S>                                                    <C>
Year ending December 31:
  1998                                                 $ 176,000
  1999                                                   176,000
  2000                                                   176,000
  2001                                                   176,000
  2002                                                   103,000
                                                       ---------
                                                       $ 807,000
                                                       ---------
                                                       ---------
</TABLE>
    
 
   
Assessments are, from time to time, levied on the Company by life and health
guaranty associations by most states in which the Company is licensed to cover
losses to policyholders of insolvent or rehabilitated companies. In some states,
these assessments can be partially recovered through a reduction in future
premium taxes. Given the short period since inception, management believes that
assessments against the Company for failure known to date will be minimal.
    
 
   
13. IMPACT OF YEAR 2000 (UNAUDITED)
    
 
   
The Company has developed a plan to assess its information technology needs to
be ready for the Year 2000. During 1996, the Company purchased a new policy
administration system which the vendor has represented is Year 2000 compliant.
Additionally, the Company has begun converting any remaining non-compliant data
processing systems. The Company currently expects the project to be
substantially completed by early 1999 and does not expect the cost to modify
systems used in the normal course of business to be significant. While
additional testing will be conducted on its systems through the Year 2000, the
Company does not expect this project to have a significant effect on operating
activities.
    
 
   
To mitigate the effect of outside influences and other dependencies relative to
the Year 2000, the Company's plan includes procedures to contact significant
customers, suppliers and other third parties whose success in addressing their
own Year 2000 issue will impact the Company's initiative. To the extent these
third parties would be unable to transact business in the Year 2000 and
thereafter, it could adversely affect the Company's operations.
    
 
                                       60
<PAGE>
- --------------------------------------------------------------------------------
   
                   APPENDIX A
    
- --------------------------------------------------------------------------------
   
ILLUSTRATIONS OF DEATH BENEFITS AND ACCUMULATED VALUES
                       The following tables illustrate how the death benefits,
                       Accumulated Values and Surrender Values of a Policy may
                       vary over an extended period of time at certain ages,
                       assuming hypothetical gross rates of investment return
                       for the Investment Options equivalent to constant gross
                       annual rates of 0%, 4%, 8% and 12%. The hypothetical
                       rates of investment return are for purposes of
                       illustration only and should not be deemed a
                       representation of past or future rates of investment
                       return. Actual rates of return for a particular Policy
                       may be more or less than the hypothetical investment
                       rates of return and will depend on a number of factors
                       including the investment allocations made by a
                       Policyowner. Also, values would be different from those
                       shown if the gross annual investment returns averaged 0%,
                       4%, 8% and 12% over a period of years but fluctuated
                       above and below those averages for individual Policy
                       Years.
    
 
   
                       The amounts shown are as of the end of each Policy Year.
                       The tables assume that the assets in the Investment
                       Options are subject to an annual expense ratio of 0.77%
                       of the average daily net assets. This annual expense
                       ratio is based on the average of the expense ratios of
                       each of the Investment Options available under the Policy
                       for the last fiscal year and takes into account current
                       expense reimbursement arrangements. The fees and expenses
                       of each Investment Option vary, and in 1997 the total
                       fees and expenses ranged from an annual rate of 0.33% to
                       an annual rate of 1.06% of average daily net assets. For
                       information on Investment Option expenses, see the
                       prospectuses for the Investment Options.
    
 
   
                       The tables reflect deduction of the premium expense
                       charge, the monthly Policy expenses charge, the
                       first-year monthly administrative charge, the first-year
                       monthly expense charge, the daily charge for the
                       Company's assumption of mortality and expense risks, and
                       cost of insurance charges for the hypothetical Insured.
                       The surrender values illustrated in the tables also
                       reflect deduction of applicable surrender charges. The
                       current charges and the higher guaranteed maximum charges
                       the Company may charge are reflected in separate tables
                       on each of the following pages.
    
 
   
                       Applying the current charges and the average Investment
                       Option fees and expenses of 0.77% of average net assets,
                       the gross annual rates of investment return of 0%, 4%, 8%
                       and 12% would produce net annual rates of return of
                       -1.82%, 2.18%, 6.18% and 10.18%, respectively, on a
                       guaranteed basis, and -1.67%, 2.33%, 6.33% and 10.33%,
                       respectively, on a current basis.
    
 
   
                       The hypothetical values shown in the tables do not
                       reflect any charges for federal income taxes against the
                       Variable Account since the Company is not currently
                       making such charges. However, such charges may be made in
                       the future and, in that event, the gross annual
                       investment rate of return would have to exceed 0%, 4%, 8%
                       or 12% by an amount sufficient to cover tax charges in
                       order to produce the death benefits and Accumulated
                       Values illustrated. (See "FEDERAL TAX MATTERS--Taxation
                       of the Company.")
    
 
   
                       The tables illustrate the Policy values that would result
                       based upon the hypothetical investment rates of return if
                       premiums are paid as indicated, if all Net Premiums are
                       allocated to the Variable Account and if no Policy Loans
                       have been made. The tables are also based on the
                       assumptions that the Policyowner has not requested an
                       increase or decrease in Specified Amount, and that no
                       partial withdrawals or transfers have been made.
    
 
   
                       For comparative purposes, the second column of each table
                       shows the amount to which the premiums would accumulate
                       if an amount equal to those premiums were invested to
                       earn interest at 5% compounded annually.
    
 
                                              *    *    *
 
   
                       Upon request, the Company will provide a comparable
                       illustration based upon the proposed insured's age, sex
                       and premium class, the Specified Amount or premium
                       requested, and the proposed frequency of premium
                       payments.
    
 
                                      A-1
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         FEMALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION A
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $553
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                                                                         ASSUMING
                                                           ASSUMING                            0% HYPOTHETICAL GROSS RETURN,
                                                0% HYPOTHETICAL GROSS RETURN,            NON-GUARANTEED CURRENT COST OF INSURANCE
                                        GUARANTEED MAXIMUM COST OF INSURANCE CHARGES,       CHARGES, AND NON-GUARANTEED CURRENT
                                            AND GUARANTEED MAXIMUM EXPENSE CHARGES                    EXPENSE CHARGES
                          PREMIUMS     ------------------------------------------------  -----------------------------------------
        END OF           ACCUMULATED     END OF YEAR       END OF YEAR     END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%        ACCUMULATED        SURRENDER         DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR          VALUE             VALUE          BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  ---------------  -----------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>              <C>                <C>           <C>            <C>           <C>
      1...............   $       581      $     106         $       0       $  100,106     $     227     $        0    $  100,227
      2...............         1,190            367                 0          100,367           563              0       100,563
      3...............         1,831            612                 0          100,612           886              0       100,886
      4...............         2,503              *                 *                *         1,194            218       101,194
      5...............         3,208              *                 *                *         1,488            512       101,488
      6...............         3,950              *                 *                *         1,766            930       101,766
      7...............         4,728              *                 *                *         2,028          1,375       102,028
      8...............         5,545              *                 *                *         2,273          1,795       102,273
      9...............         6,403              *                 *                *         2,502          2,191       102,502
     10...............         7,303              *                 *                *         2,715          2,563       102,715
     15...............        12,530              *                 *                *         3,482          3,482       103,482
     20...............        19,200              *                 *                *         3,611          3,611       103,611
     25...............        27,713              *                 *                *         2,976          2,976       102,976
     30...............        38,578              *                 *                *         1,329          1,329       101,329
     35...............             *              *                 *                *             *              *             *
     40...............             *              *                 *                *             *              *             *
     45...............             *              *                 *                *             *              *             *
     50...............             *              *                 *                *             *              *             *
     55...............             *              *                 *                *             *              *             *
     60...............             *              *                 *                *             *              *             *
     65...............             *              *                 *                *             *              *             *
     70...............             *              *                 *                *             *              *             *
     75...............             *              *                 *                *             *              *             *
     80...............             *              *                 *                *             *              *             *
 Age 65...............        38,578              *                 *                *         1,329          1,329       101,329
 Age 70...............             *              *                 *                *             *              *             *
Age 115...............             *              *                 *                *             *              *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 0% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF -1.82% ON A GUARANTEED BASIS AND -1.67% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-2
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         FEMALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION A
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $553
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                                                                         ASSUMING
                                                           ASSUMING                            4% HYPOTHETICAL GROSS RETURN,
                                                4% HYPOTHETICAL GROSS RETURN,            NON-GUARANTEED CURRENT COST OF INSURANCE
                                        GUARANTEED MAXIMUM COST OF INSURANCE CHARGES,       CHARGES, AND NON-GUARANTEED CURRENT
                                            AND GUARANTEED MAXIMUM EXPENSE CHARGES                    EXPENSE CHARGES
                          PREMIUMS     ------------------------------------------------  -----------------------------------------
        END OF           ACCUMULATED     END OF YEAR       END OF YEAR     END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%        ACCUMULATED        SURRENDER         DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR          VALUE             VALUE          BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  ---------------  -----------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>              <C>                <C>           <C>            <C>           <C>
      1...............   $       581      $     118         $       0       $  100,118     $     242     $        0    $  100,242
      2...............         1,190            399                 0          100,399           604              0       100,604
      3...............         1,831            674                 0          100,674           967              0       100,967
      4...............         2,503              *                 *                *         1,329            353       101,329
      5...............         3,208              *                 *                *         1,691            715       101,691
      6...............         3,950              *                 *                *         2,049          1,213       102,049
      7...............         4,728              *                 *                *         2,404          1,751       102,404
      8...............         5,545              *                 *                *         2,754          2,276       102,754
      9...............         6,403              *                 *                *         3,101          2,790       103,101
     10...............         7,303              *                 *                *         3,443          3,291       103,443
     15...............        12,530              *                 *                *         5,013          5,013       105,013
     20...............        19,200              *                 *                *         6,141          6,141       106,141
     25...............        27,713              *                 *                *         6,575          6,575       106,575
     30...............        38,578              *                 *                *         5,895          5,895       105,895
     35...............        52,445              *                 *                *         3,166          3,166       103,166
     40...............             *              *                 *                *             *              *             *
     45...............             *              *                 *                *             *              *             *
     50...............             *              *                 *                *             *              *             *
     55...............             *              *                 *                *             *              *             *
     60...............             *              *                 *                *             *              *             *
     65...............             *              *                 *                *             *              *             *
     70...............             *              *                 *                *             *              *             *
     75...............             *              *                 *                *             *              *             *
     80...............             *              *                 *                *             *              *             *
 Age 65...............        38,578              *                 *                *         5,895          5,895       105,895
 Age 70...............        52,445              *                 *                *         3,166          3,166       103,166
Age 115...............             *              *                 *                *             *              *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 4% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 2.18% ON A GUARANTEED BASIS AND 2.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 4%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-3
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         FEMALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION A
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $553
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                   ASSUMING
                                             8% HYPOTHETICAL GROSS RETURN,              8% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE     NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE      CHARGES, AND NON-GUARANTEED CURRENT
                                                        CHARGES                                EXPENSE CHARGES
                          PREMIUMS     -----------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  ------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>           <C>           <C>            <C>           <C>
      1...............   $       581     $     130     $        0    $  100,130    $       257    $        0    $  100,257
      2...............         1,190           432              0       100,432            647             0       100,647
      3...............         1,831           740              0       100,740          1,053            77       101,053
      4...............         2,503         1,053             77       101,053          1,476           500       101,476
      5...............         3,208         1,371            395       101,371          1,916           940       101,916
      6...............         3,950         1,692            856       101,692          2,373         1,537       102,373
      7...............         4,728         2,014          1,361       102,014          2,846         2,193       102,846
      8...............         5,545         2,337          1,859       102,337          3,336         2,858       103,336
      9...............         6,403         2,662          2,351       102,662          3,845         3,534       103,845
     10...............         7,303         2,988          2,836       102,988          4,374         4,222       104,374
     15...............        12,530         4,581          4,581       104,581          7,279         7,279       107,279
     20...............        19,200         5,844          5,844       105,844         10,530        10,530       110,530
     25...............        27,713         6,274          6,274       106,274         14,032        14,032       114,032
     30...............        38,578         4,908          4,908       104,908         17,513        17,513       117,513
     35...............        52,445             *              *             *         20,079        20,079       120,079
     40...............        70,143             *              *             *         20,259        20,259       120,259
     45...............        92,730             *              *             *         14,180        14,180       114,180
     50...............       121,558             *              *             *              *             *             *
     55...............             *             *              *             *              *             *             *
     60...............             *             *              *             *              *             *             *
     65...............             *             *              *             *              *             *             *
     70...............             *             *              *             *              *             *             *
     75...............             *             *              *             *              *             *             *
     80...............             *             *              *             *              *             *             *
 Age 65...............        38,578         4,908          4,908       104,908         17,513        17,513       117,513
 Age 70...............        52,445             *              *             *         20,079        20,079       120,079
Age 115...............             *             *              *             *              *             *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 8% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 6.18% ON A GUARANTEED BASIS AND 6.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 8%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-4
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         FEMALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION A
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $553
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                     ASSUMING                                      ASSUMING
                                          12% HYPOTHETICAL GROSS RETURN,                12% HYPOTHETICAL GROSS RETURN,
                                       GUARANTEED MAXIMUM COST OF INSURANCE        NON-GUARANTEED CURRENT COST OF INSURANCE
                                      CHARGES, AND GUARANTEED MAXIMUM EXPENSE    CHARGES, AND NON-GUARANTEED CURRENT EXPENSE
                                                      CHARGES                                      CHARGES
                        PREMIUMS     -----------------------------------------  ----------------------------------------------
       END OF          ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR     END OF YEAR     END OF YEAR
       POLICY             AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED      SURRENDER         DEATH
        YEAR            PER YEAR         VALUE         VALUE        BENEFIT         VALUE           VALUE          BENEFIT
    -----------       -------------  -------------  ------------  ------------  --------------  --------------  --------------
<S>                   <C>            <C>            <C>           <C>           <C>             <C>             <C>
      1.............   $       581    $       142    $        0    $  100,142   $          271  $            0  $      100,271
      2.............         1,190            466             0       100,466              690               0         100,690
      3.............         1,831            809             0       100,809            1,144             168         101,144
      4.............         2,503          1,174           198       101,174            1,635             659         101,635
      5.............         3,208          1,562           586       101,562            2,167           1,191         102,167
      6.............         3,950          1,971         1,135       101,971            2,742           1,906         102,742
      7.............         4,728          2,403         1,750       102,403            3,364           2,711         103,364
      8.............         5,545          2,859         2,381       102,859            4,038           3,560         104,038
      9.............         6,403          3,344         3,033       103,344            4,768           4,457         104,768
     10.............         7,303          3,858         3,706       103,858            5,561           5,409         105,561
     15.............        12,530          6,940         6,940       106,940           10,633          10,633         110,633
     20.............        19,200         10,970        10,970       110,970           18,157          18,157         118,157
     25.............        27,713         16,109        16,109       116,109           29,447          29,447         129,447
     30.............        38,578         22,330        22,330       122,330           46,504          46,504         146,504
     35.............        52,445         28,283        28,283       128,283           72,006          72,006         172,006
     40.............        70,143         31,088        31,088       131,088          110,081         110,081         210,081
     45.............        92,730         21,633        21,633       121,633          165,382         165,382         265,382
     50.............       121,558              *             *             *          245,204         245,204         345,204
     55.............       158,351              *             *             *          359,631         359,631         459,631
     60.............       205,309              *             *             *          523,479         523,479         623,479
     65.............       265,240              *             *             *          701,287         701,287         801,287
     70.............       341,730              *             *             *          896,995         896,995         996,995
     75.............       439,352              *             *             *        1,185,875       1,185,875       1,285,875
     80.............       563,945              *             *             *        1,637,969       1,637,969       1,737,969
 Age 65.............        38,578         22,330        22,330       122,330           46,504          46,504         146,504
 Age 70.............        52,445         28,283        28,283       128,283           72,006          72,006         172,006
Age 115.............       563,945              *             *             *        1,637,969       1,637,969       1,737,969
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 12% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 10.18% ON A GUARANTEED BASIS AND 10.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-5
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         FEMALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION B
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $553
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                                                                       ASSUMING
                                                          ASSUMING                           0% HYPOTHETICAL GROSS RETURN,
                                               0% HYPOTHETICAL GROSS RETURN,           NON-GUARANTEED CURRENT COST OF INSURANCE
                                       GUARANTEED MAXIMUM COST OF INSURANCE CHARGES,      CHARGES, AND NON-GUARANTEED CURRENT
                                           AND GUARANTEED MAXIMUM EXPENSE CHARGES                   EXPENSE CHARGES
                          PREMIUMS     ----------------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR      END OF YEAR     END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED       SURRENDER         DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE            VALUE          BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  -----------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>                <C>           <C>            <C>           <C>
      1...............   $       581     $     107        $       0       $  100,000     $     228     $        0    $  100,000
      2...............         1,190           369                0          100,000           565              0       100,000
      3...............         1,831           614                0          100,000           888              0       100,000
      4...............         2,503             *                *                *         1,198            222       100,000
      5...............         3,208             *                *                *         1,494            518       100,000
      6...............         3,950             *                *                *         1,775            939       100,000
      7...............         4,728             *                *                *         2,039          1,386       100,000
      8...............         5,545             *                *                *         2,288          1,810       100,000
      9...............         6,403             *                *                *         2,522          2,211       100,000
     10...............         7,303             *                *                *         2,740          2,588       100,000
     15...............        12,500             *                *                *         3,546          3,546       100,000
     20...............        19,200             *                *                *         3,740          3,740       100,000
     25...............        27,713             *                *                *         3,190          3,190       100,000
     30...............        38,578             *                *                *         1,624          1,624       100,000
     35...............             *             *                *                *             *              *             *
     40...............             *             *                *                *             *              *             *
     45...............             *             *                *                *             *              *             *
     50...............             *             *                *                *             *              *             *
     55...............             *             *                *                *             *              *             *
     60...............             *             *                *                *             *              *             *
 Age 65...............        38,578             *                *                *         1,624          1,624       100,000
 Age 70...............             *             *                *                *             *              *             *
Age 115...............             *             *                *                *             *              *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 0% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF -1.82% ON A GUARANTEED BASIS AND -1.67% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-6
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         FEMALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION B
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $553
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                                                                         ASSUMING
                                                           ASSUMING                            4% HYPOTHETICAL GROSS RETURN,
                                                4% HYPOTHETICAL GROSS RETURN,            NON-GUARANTEED CURRENT COST OF INSURANCE
                                        GUARANTEED MAXIMUM COST OF INSURANCE CHARGES,       CHARGES, AND NON-GUARANTEED CURRENT
                                            AND GUARANTEED MAXIMUM EXPENSE CHARGES                    EXPENSE CHARGES
                          PREMIUMS     ------------------------------------------------  -----------------------------------------
        END OF           ACCUMULATED     END OF YEAR       END OF YEAR     END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%        ACCUMULATED        SURRENDER         DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR          VALUE             VALUE          BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  ---------------  -----------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>              <C>                <C>           <C>            <C>           <C>
      1...............   $       581      $     119         $       0       $  100,000     $     242     $        0    $  100,000
      2...............         1,190            400                 0          100,000           605              0       100,000
      3...............         1,831            676                 0          100,000           969              0       100,000
      4...............         2,503              *                 *                *         1,334            358       100,000
      5...............         3,208              *                 *                *         1,698            722       100,000
      6...............         3,950              *                 *                *         2,059          1,223       100,000
      7...............         4,728              *                 *                *         2,418          1,765       100,000
      8...............         5,545              *                 *                *         2,774          2,296       100,000
      9...............         6,403              *                 *                *         3,126          2,815       100,000
     10...............         7,303              *                 *                *         3,477          2,325       100,000
     15...............        12,530              *                 *                *         5,110          5,110       100,000
     20...............        19,200              *                 *                *         6,367          6,367       100,000
     25...............        27,713              *                 *                *         7,023          7,023       100,000
     30...............        38,578              *                 *                *         6,683          6,683       100,000
     35...............        52,445              *                 *                *         4,404          4,404       100,000
     40...............        70,143              *                 *                *             *              *             *
     45...............             *              *                 *                *             *              *             *
     50...............             *              *                 *                *             *              *             *
     55...............             *              *                 *                *             *              *             *
     60...............             *              *                 *                *             *              *             *
     65...............             *              *                 *                *             *              *             *
     70...............             *              *                 *                *             *              *             *
     75...............             *              *                 *                *             *              *             *
     80...............             *              *                 *                *             *              *             *
 Age 65...............        38,578              *                 *                *         6,683          6,683       100,000
 Age 70...............        52,445              *                 *                *         4,404          4,404       100,000
Age 115...............             *              *                 *                *             *              *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 4% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 2.18% ON A GUARANTEED BASIS AND 2.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 4%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-7
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         FEMALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION B
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $553
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                   ASSUMING
                                             8% HYPOTHETICAL GROSS RETURN,              8% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE     NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE      CHARGES, AND NON-GUARANTEED CURRENT
                                                        CHARGES                                EXPENSE CHARGES
                          PREMIUMS     -----------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  ------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>           <C>           <C>            <C>           <C>
      1...............   $       581     $     131     $        0    $  100,000    $       257    $        0    $  100,000
      2...............         1,190           433              0       100,000            648             0       100,000
      3...............         1,831           743              0       100,000          1,056            80       100,000
      4...............         2,503         1,058             82       100,000          1,481           505       100,000
      5...............         3,208         1,380            404       100,000          1,924           948       100,000
      6...............         3,950         1,705            869       100,000          2,385         1,549       100,000
      7...............         4,728         2,033          1,380       100,000          2,863         2,210       100,000
      8...............         5,545         2,364          1,886       100,000          3,360         2,882       100,000
      9...............         6,403         2,698          2,387       100,000          3,878         3,567       100,000
     10...............         7,303         3,036          2,884       100,000          4,418         4,266       100,000
     15...............        12,530         4,731          4,731       100,000          7,426         7,426       100,000
     20...............        19,200         6,217          6,217       100,000         10,930        10,930       100,000
     25...............        27,713         7,073          7,073       100,000         14,975        14,975       100,000
     30...............        38,578         6,434          6,434       100,000         19,552        19,552       100,000
     35...............        52,445         1,834          1,834       100,000         24,290        24,290       100,000
     40...............        70,143             *              *             *         28,619        28,619       100,000
     45...............        92,730             *              *             *         32,407        30,407       100,000
     50...............       121,558             *              *             *         25,872        25,872       100,000
     55...............             *             *              *             *          4,724         4,724       100,000
     60...............             *             *              *             *              *             *             *
     65...............             *             *              *             *              *             *             *
     70...............             *             *              *             *              *             *             *
     75...............             *             *              *             *              *             *             *
     80...............             *             *              *             *              *             *             *
 Age 65...............        38,578         6,434          6,434       100,000         19,552        19,552       100,000
 Age 70...............        52,445         1,834          1,834       100,000         24,290        24,290       100,000
Age 115...............             *             *              *             *              *             *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 8% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 6.18% ON A GUARANTEED BASIS AND 6.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 8%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-8
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         FEMALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION B
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $553
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                                                                   ASSUMING
                                                   ASSUMING                             12% HYPOTHETICAL GROSS RETURN,
                                        12% HYPOTHETICAL GROSS RETURN,             NON-GUARANTEED CURRENT COST OF INSURANCE
                                GUARANTEED MAXIMUM COST OF INSURANCE CHARGES,    CHARGES, AND NON-GUARANTEED CURRENT EXPENSE
                                    AND GUARANTEED MAXIMUM EXPENSE CHARGES                         CHARGES
                   PREMIUMS     ----------------------------------------------  ----------------------------------------------
    END OF        ACCUMULATED    END OF YEAR     END OF YEAR     END OF YEAR     END OF YEAR     END OF YEAR     END OF YEAR
    POLICY           AT 5%       ACCUMULATED      SURRENDER         DEATH        ACCUMULATED      SURRENDER         DEATH
     YEAR          PER YEAR         VALUE           VALUE          BENEFIT          VALUE           VALUE          BENEFIT
- ---------------  -------------  --------------  --------------  --------------  --------------  --------------  --------------
<S>              <C>            <C>             <C>             <C>             <C>             <C>             <C>
      1........   $       581   $          143  $            0  $      100,000  $          272  $            0  $      100,000
      2........         1,190              467               0         100,000             691               0         100,000
      3........         1,831              813               0         100,000           1,146             170         100,000
      4........         2,503            1,180             204         100,000           1,640             664         100,000
      5........         3,208            1,572             596         100,000           2,176           1,200         100,000
      6........         3,950            1,987           1,151         100,000           2,756           1,920         100,000
      7........         4,728            2,426           1,773         100,000           3,385           2,732         100,000
      8........         5,545            2,893           2,415         100,000           4,068           3,590         100,000
      9........         6,403            3,390           3,079         100,000           4,810           4,499         100,000
     10........         7,303            3,922           3,770         100,000           5,619           5,467         100,000
     15........        12,530            7,171           7,171         100,000          10,856          10,856         100,000
     20........        19,200           11,653          11,653         100,000          18,865          18,865         100,000
     25........        27,713           17,902          17,902         100,000          31,429          31,429         100,000
     30........        38,578           26,751          26,751         100,000          51,677          51,677         100,000
     35........        52,445           39,032          39,032         100,000          85,218          85,218         100,000
     40........        70,143           57,039          57,039         100,000         141,152         141,152         151,032
     45........        92,730           86,186          86,186         100,000         232,243         232,243         243,855
     50........       121,558          139,258         139,258         146,220         378,555         378,555         397,483
     55........       158,351          220,540         220,540         231,567         611,274         611,274         641,838
     60........       205,309          348,805         348,805         352,293         987,640         987,640         997,517
     65........       265,240          551,296         551,296         556,809       1,597,290       1,597,290       1,613,263
     70........       341,730          850,593         850,593         859,099       2,563,667       2,563,667       2,589,304
     75........       439,352        1,310,844       1,310,844       1,323,952       4,103,173       4,103,173       4,144,205
     80........       563,945        2,018,604       2,018,604       2,038,790       6,555,314       6,555,314       6,620,867
 Age 65........        38,578           26,751          26,751         100,000          51,677          51,677         100,000
 Age 70........        52,445           39,032          39,032         100,000          85,218          85,218         100,000
Age 115........       563,945        2,018,604       2,018,604       2,038,790       6,555,314       6,555,314       6,620,867
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 12% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 10.18% ON A GUARANTEED BASIS AND 10.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-9
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION A
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $709
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                   ASSUMING
                                             0% HYPOTHETICAL GROSS RETURN,              0% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE     NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE      CHARGES, AND NON-GUARANTEED CURRENT
                                                        CHARGES                                EXPENSE CHARGES
                          PREMIUMS     -----------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  ------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>           <C>           <C>            <C>           <C>
      1...............   $       744     $     227     $        0    $  100,227     $     356     $        0    $  100,356
      2...............         1,526           608              0       100,608           818              0       100,818
      3...............         2,347           969              0       100,969         1,265              0       101,265
      4...............         3,209         1,311             23       101,311         1,696            408       101,696
      5...............         4,114         1,634            503       101,634         2,110            979       102,110
      6...............         5,064         1,933          1,013       101,933         2,507          1,587       102,507
      7...............         6,061         2,209          1,491       102,209         2,884          2,166       102,884
      8...............         7,109         2,462          1,936       102,462         3,243          2,717       103,243
      9...............         8,209         2,689          2,347       102,689         3,582          3,240       103,582
     10...............         9,364         2,890          2,723       102,890         3,900          3,733       103,900
     15...............        16,064         3,419          3,419       103,419         5,091          5,091       105,091
     20...............        24,616         2,870          2,870       102,870         5,391          5,391       105,391
     25...............        35,530           539            539       100,539         4,348          4,348       104,348
     30...............        49,460             *              *             *         1,345          1,345       101,345
     35...............             *             *              *             *             *              *             *
     40...............             *             *              *             *             *              *             *
     45...............             *             *              *             *             *              *             *
     50...............             *             *              *             *             *              *             *
     55...............             *             *              *             *             *              *             *
     60...............             *             *              *             *             *              *             *
     65...............             *             *              *             *             *              *             *
     70...............             *             *              *             *             *              *             *
     75...............             *             *              *             *             *              *             *
     80...............             *             *              *             *             *              *             *
 Age 65...............        49,460             *              *             *         1,345          1,345       101,345
 Age 70...............             *             *              *             *             *              *             *
Age 115...............             *             *              *             *             *              *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 0% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF -1.82% ON A GUARANTEED BASIS AND -1.67% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-10
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION A
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $709
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                   ASSUMING
                                             4% HYPOTHETICAL GROSS RETURN,              4% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE     NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE      CHARGES, AND NON-GUARANTEED CURRENT
                                                        CHARGES                                EXPENSE CHARGES
                          PREMIUMS     -----------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  ------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>           <C>           <C>            <C>           <C>
      1...............   $       744     $     244     $        0    $  100,244     $     376     $        0    $  100,376
      2...............         1,526           655              0       100,655           875              0       100,875
      3...............         2,347         1,062              0       101,062         1,379             91       101,379
      4...............         3,209         1,465            177       101,465         1,885            597       101,885
      5...............         4,114         1,863            732       101,863         2,393          1,262       102,393
      6...............         5,064         2,252          1,332       102,252         2,902          1,982       102,902
      7...............         6,061         2,632          1,914       102,632         3,411          2,693       103,411
      8...............         7,109         3,001          2,475       103,001         3,918          3,392       103,918
      9...............         8,209         3,356          3,014       103,356         4,424          4,082       104,424
     10...............         9,364         3,696          3,529       103,696         4,925          4,758       104,925
     15...............        16,064         5,061          5,061       105,061         7,268          7,268       107,268
     20...............        24,616         5,450          5,450       105,450         9,023          9,023       109,023
     25...............        35,530         3,872          3,872       103,872         9,545          9,545       109,545
     30...............        49,460             *              *             *         7,882          7,882       107,882
     35...............        67,239             *              *             *         2,685          2,685       102,685
     40...............             *             *              *             *             *              *             *
     45...............             *             *              *             *             *              *             *
     50...............             *             *              *             *             *              *             *
     55...............             *             *              *             *             *              *             *
     60...............             *             *              *             *             *              *             *
     65...............             *             *              *             *             *              *             *
     70...............             *             *              *             *             *              *             *
     75...............             *             *              *             *             *              *             *
     80...............             *             *              *             *             *              *             *
 Age 65...............        49,460             *              *             *         7,882          7,882       107,882
 Age 70...............        67,239             *              *             *         2,685          2,685       102,685
Age 115...............             *             *              *             *             *              *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 4% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 2.18% ON A GUARANTEED BASIS AND 2.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 4%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-11
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION A
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $709
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                   ASSUMING
                                             8% HYPOTHETICAL GROSS RETURN,              8% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE     NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE      CHARGES, AND NON-GUARANTEED CURRENT
                                                        CHARGES                                EXPENSE CHARGES
                          PREMIUMS     -----------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  ------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>           <C>           <C>            <C>           <C>
      1...............   $       744    $       262    $        0    $  100,262    $       396    $        0    $  100,396
      2...............         1,526            704             0       100,704            934             0       100,934
      3...............         2,347          1,161             0       101,161          1,499           211       101,499
      4...............         3,209          1,632           344       101,632          2,090           802       102,090
      5...............         4,114          2,119           988       102,119          2,708         1,577       102,708
      6...............         5,064          2,618         1,698       102,618          3,355         2,435       103,355
      7...............         6,061          3,130         2,412       103,130          4,029         3,311       104,029
      8...............         7,109          3,653         3,127       103,653          4,734         4,208       104,734
      9...............         8,209          4,187         3,845       104,187          5,468         5,126       105,468
     10...............         9,364          4,731         4,564       104,731          6,234         6,067       106,234
     15...............        16,064          7,512         7,512       107,512         10,479        10,479       110,479
     20...............        24,616         10,025        10,025       110,025         15,290        15,290       115,290
     25...............        35,530         11,210        11,210       111,210         20,241        20,241       120,241
     30...............        49,460          9,110         9,110       109,110         24,497        24,497       124,497
     35...............        67,239              *             *             *         26,620        26,620       126,620
     40...............        89,929              *             *             *         23,935        23,935       123,935
     45...............       118,889              *             *             *         11,882        11,882       111,882
     50...............             *              *             *             *              *             *             *
     55...............             *              *             *             *              *             *             *
     60...............             *              *             *             *              *             *             *
     65...............             *              *             *             *              *             *             *
     70...............             *              *             *             *              *             *             *
     75...............             *              *             *             *              *             *             *
     80...............             *              *             *             *              *             *             *
 Age 65...............        49,460          9,110         9,110       109,110         24,497        24,497       124,497
 Age 70...............        67,239              *             *             *         26,620        26,620       126,620
Age 115...............             *              *             *             *              *             *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 8% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 6.18% ON A GUARANTEED BASIS AND 6.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 8%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-12
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION A
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $709
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                      ASSUMING
                                            12% HYPOTHETICAL GROSS RETURN,                12% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE        NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE    CHARGES, AND NON-GUARANTEED CURRENT EXPENSE
                                                        CHARGES                                      CHARGES
                          PREMIUMS     -----------------------------------------  ----------------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR     END OF YEAR     END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED      SURRENDER         DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE           VALUE          BENEFIT
     -----------        -------------  -------------  ------------  ------------  --------------  --------------  --------------
<S>                     <C>            <C>            <C>           <C>           <C>             <C>             <C>
      1...............   $       744    $       279    $        0    $  100,279   $          416  $            0  $      100,416
      2...............         1,526            754             0       100,754              995               0         100,995
      3...............         2,347          1,265             0       101,265            1,625             337         101,625
      4...............         3,029          1,814           526       101,814            2,311           1,023         102,311
      5...............         4,114          2,404         1,273       102,404            3,059           1,928         103,059
      6...............         5,064          3,037         2,117       103,037            3,871           2,951         103,871
      7...............         6,061          3,715         2,997       103,715            4,755           4,037         104,755
      8...............         7,109          4,442         3,916       104,442            5,717           5,191         105,717
      9...............         8,209          5,221         4,879       105,221            6,763           6,421         106,763
     10...............         9,364          6,055         5,888       106,055            7,901           7,734         107,901
     15...............        16,064         11,166        11,166       111,166           15,221          15,221         115,221
     20...............        24,616         18,106        18,106       118,106           26,134          26,134         126,134
     25...............        35,530         26,953        26,953       126,953           42,232          42,232         142,232
     30...............        49,460         37,265        37,265       137,265           65,833          65,833         165,833
     35...............        67,239         47,076        47,076       147,076          100,390         100,390         200,390
     40...............        89,929         51,519        51,519       151,519          150,776         150,776         250,776
     45...............       118,889         39,636        39,636       139,636          223,892         223,892         323,892
     50...............       155,849              *             *             *          331,464         331,464         431,464
     55...............       203,020              *             *             *          491,497         491,497         591,497
     60...............       263,225              *             *             *          733,492         733,492         833,492
     65...............       340,062              *             *             *        1,044,009       1,044,009       1,144,009
     70...............       438,129              *             *             *        1,457,833       1,457,833       1,557,833
     75...............       563,290              *             *             *        2,103,237       2,103,237       2,203,237
     80...............       723,030              *             *             *        3,138,146       3,138,146       3,238,146
 Age 65...............        49,460         37,265        37,265       137,265           65,833          65,833         165,833
 Age 70...............        67,239         47,076        47,076       147,076          100,390         100,390         200,390
Age 115...............       723,030              *             *             *        3,138,146       3,138,146       3,238,146
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 12% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 10.18% ON A GUARANTEED BASIS AND 10.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-13
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION B
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $709
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                   ASSUMING
                                             0% HYPOTHETICAL GROSS RETURN,              0% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE     NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE      CHARGES, AND NON-GUARANTEED CURRENT
                                                        CHARGES                                EXPENSE CHARGES
                          PREMIUMS     -----------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  ------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>           <C>           <C>            <C>           <C>
      1...............   $       744     $     228     $        0    $  100,000     $     356     $        0    $  100,000
      2...............         1,526           610              0       100,000           820              0       100,000
      3...............         2,347           973              0       100,000         1,269              0       100,000
      4...............         3,209         1,319             31       100,000         1,702            414       100,000
      5...............         4,114         1,645            514       100,000         2,120            989       100,000
      6...............         5,064         1,949          1,029       100,000         2,520          1,600       100,000
      7...............         6,061         2,231          1,513       100,000         2,903          2,185       100,000
      8...............         7,109         2,491          1,965       100,000         3,267          2,741       100,000
      9...............         8,209         2,726          2,384       100,000         3,613          3,271       100,000
     10...............         9,364         2,936          2,769       100,000         3,940          3,773       100,000
     15...............        16,064         3,533          3,533       100,000         5,195          5,195       100,000
     20...............        24,616         3,086          3,086       100,000         5,611          5,611       100,000
     25...............        35,530           852            852       100,000         4,746          4,746       100,000
     30...............        49,460             *              *             *         1,920          1,920       100,000
     35...............             *             *              *             *             *              *             *
     40...............             *             *              *             *             *              *             *
     45...............             *             *              *             *             *              *             *
     50...............             *             *              *             *             *              *             *
     55...............             *             *              *             *             *              *             *
     60...............             *             *              *             *             *              *             *
 Age 65...............        49,460             *              *             *         1,920          1,920       100,000
 Age 70...............             *             *              *             *             *              *             *
Age 115...............             *             *              *             *             *              *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 0% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF -1.82% ON A GUARANTEED BASIS AND -1.67% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-14
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION B
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $709
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                   ASSUMING
                                             4% HYPOTHETICAL GROSS RETURN,              4% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE     NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE      CHARGES, AND NON-GUARANTEED CURRENT
                                                        CHARGES                                EXPENSE CHARGES
                          PREMIUMS     -----------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  ------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>           <C>           <C>            <C>           <C>
      1...............   $       744     $     245     $        0    $  100,000    $       376    $        0    $  100,000
      2...............         1,526           657              0       100,000            877             0       100,000
      3...............         2,347         1,067              0       100,000          1,382            94       100,000
      4...............         3,209         1,473            185       100,000          1,891           603       100,000
      5...............         4,114         1,876            745       100,000          2,404         1,273       100,000
      6...............         5,064         2,271          1,351       100,000          2,918         1,998       100,000
      7...............         6,061         2,659          1,941       100,000          3,433         2,715       100,000
      8...............         7,109         3,037          2,511       100,000          3,949         3,423       100,000
      9...............         8,209         3,404          3,062       100,000          4,464         4,122       100,000
     10...............         9,364         3,758          3,591       100,000          4,977         4,810       100,000
     15...............        16,064         5,235          5,235       100,000          7,424         7,424       100,000
     20...............        24,616         5,840          5,840       100,000          9,407         9,407       100,000
     25...............        35,530         4,612          4,612       100,000         10,371        10,371       100,000
     30...............        49,460             *              *             *          9,442         9,442       100,000
     35...............        67,239             *              *             *          5,185         5,185       100,000
     40...............             *             *              *             *              *             *             *
     45...............             *             *              *             *              *             *             *
     50...............             *             *              *             *              *             *             *
     55...............             *             *              *             *              *             *             *
     60...............             *             *              *             *              *             *             *
     65...............             *             *              *             *              *             *             *
     70...............             *             *              *             *              *             *             *
     75...............             *             *              *             *              *             *             *
     80...............             *             *              *             *              *             *             *
 Age 65...............        49,460             *              *             *          9,442         9,442       100,000
 Age 70...............        67,239             *              *             *          5,185         5,185       100,000
Age 115...............             *             *              *             *              *             *             *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 4% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 2.18% ON A GUARANTEED BASIS AND 2.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 4%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-15
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION B
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $709
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                       ASSUMING                                   ASSUMING
                                             8% HYPOTHETICAL GROSS RETURN,              8% HYPOTHETICAL GROSS RETURN,
                                         GUARANTEED MAXIMUM COST OF INSURANCE     NON-GUARANTEED CURRENT COST OF INSURANCE
                                        CHARGES, AND GUARANTEED MAXIMUM EXPENSE      CHARGES, AND NON-GUARANTEED CURRENT
                                                        CHARGES                                EXPENSE CHARGES
                          PREMIUMS     -----------------------------------------  -----------------------------------------
        END OF           ACCUMULATED    END OF YEAR   END OF YEAR   END OF YEAR    END OF YEAR   END OF YEAR   END OF YEAR
        POLICY              AT 5%       ACCUMULATED    SURRENDER       DEATH       ACCUMULATED    SURRENDER       DEATH
         YEAR             PER YEAR         VALUE         VALUE        BENEFIT         VALUE         VALUE        BENEFIT
     -----------        -------------  -------------  ------------  ------------  -------------  ------------  ------------
<S>                     <C>            <C>            <C>           <C>           <C>            <C>           <C>
      1...............   $       744    $       262    $        0    $  100,000    $       396    $        0    $  100,000
      2...............         1,526            706             0       100,000            936             0       100,000
      3...............         2,347          1,166             0       100,000          1,503           215       100,000
      4...............         3,209          1,642           354       100,000          2,097           809       100,000
      5...............         4,114          2,134         1,003       100,000          2,721         1,590       100,000
      6...............         5,064          2,641         1,721       100,000          3,373         2,453       100,000
      7...............         6,061          3,162         2,444       100,000          4,056         3,338       100,000
      8...............         7,109          3,698         3,172       100,000          4,771         4,245       100,000
      9...............         8,209          4,248         3,906       100,000          5,519         5,177       100,000
     10...............         9,364          4,812         4,645       100,000          6,302         6,135       100,000
     15...............        16,064          7,777         7,777       100,000         10,715        10,715       100,000
     20...............        24,616         10,370        10,370       100,000         15,964        15,964       100,000
     25...............        35,530         12,875        12,875       100,000         21,964        21,964       100,000
     30...............        49,460         12,634        12,634       100,000         28,543        28,543       100,000
     35...............        67,239          6,389         6,389       100,000         35,461        35,461       100,000
     40...............        89,929              *             *             *         42,205        42,205       100,000
     45...............       118,889              *             *             *         47,783        47,783       100,000
     50...............       155,849              *             *             *         51,074        51,074       100,000
     55...............       203,020              *             *             *         48,862        48,862       100,000
     60...............       263,225              *             *             *         31,665        31,665       100,000
     65...............             *              *             *             *              *             *             *
     70...............             *              *             *             *              *             *             *
     75...............             *              *             *             *              *             *             *
     80...............             *              *             *             *              *             *             *
 Age 65...............        49,460         12,634        12,634       100,000         28,543        28,543       100,000
 Age 70...............        67,239          6,389         6,389       100,000         35,461        35,461       100,000
Age 115...............             *              *             *             *              *                           *
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 8% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 6.18% ON A GUARANTEED BASIS AND 6.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 8%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-16
    
<PAGE>
   
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE AGE 35 AT LAST BIRTHDAY
                             DEATH BENEFIT OPTION B
           INITIAL SPECIFIED AMOUNT $100,000--ANNUAL PREMIUM OF $709
                           NON-TOBACCO PREMIUM CLASS
    
 
   
<TABLE>
<CAPTION>
                                                                                                     ASSUMING
                                                     ASSUMING                             12% HYPOTHETICAL GROSS RETURN,
                                          12% HYPOTHETICAL GROSS RETURN,             NON-GUARANTEED CURRENT COST OF INSURANCE
                                  GUARANTEED MAXIMUM COST OF INSURANCE CHARGES,    CHARGES, AND NON-GUARANTEED CURRENT EXPENSE
                                      AND GUARANTEED MAXIMUM EXPENSE CHARGES                         CHARGES
                     PREMIUMS     ----------------------------------------------  ----------------------------------------------
     END OF         ACCUMULATED    END OF YEAR     END OF YEAR     END OF YEAR     END OF YEAR     END OF YEAR     END OF YEAR
     POLICY            AT 5%       ACCUMULATED      SURRENDER         DEATH        ACCUMULATED      SURRENDER         DEATH
      YEAR           PER YEAR         VALUE           VALUE          BENEFIT          VALUE           VALUE          BENEFIT
- -----------------  -------------  --------------  --------------  --------------  --------------  --------------  --------------
<S>                <C>            <C>             <C>             <C>             <C>             <C>             <C>
      1..........   $       744   $          280  $            0  $      100,000  $          416  $            0  $      100,000
      2..........         1,526              757               0         100,000             997               0         100,000
      3..........         2,347            1,270               0         100,000           1,630             342         100,000
      4..........         3,209            1,824             536         100,000           2,320           1,032         100,000
      5..........         4,114            2,421           1,290         100,000           3,073           1,942         100,000
      6..........         5,064            3,063           2,143         100,000           3,893           2,973         100,000
      7..........         6,061            3,754           3,036         100,000           4,787           4,069         100,000
      8..........         7,109            4,498           3,972         100,000           5,763           5,237         100,000
      9..........         8,209            5,299           4,957         100,000           6,828           6,486         100,000
     10..........         9,364            6,161           5,994         100,000           7,991           7,824         100,000
     15..........        16,064           11,570          11,570         100,000          15,577          15,577         100,000
     20..........        24,616           19,375          19,375         100,000          27,319          27,319         100,000
     25..........        35,530           30,601          30,601         100,000          45,823          45,823         100,000
     30..........        49,460           47,217          47,217         100,000          76,063          76,063         100,000
     35..........        67,239           73,564          73,564         100,000         126,351         126,351         146,567
     40..........        89,929          119,623         119,623         127,997         207,621         207,621         222,154
     45..........       118,889          194,460         194,460         204,183         339,949         339,949         356,946
     50..........       155,849          310,265         310,265         325,778         551,451         551,451         579,024
     55..........       203,020          484,714         484,714         508,949         886,595         886,595         930,925
     60..........       263,225          761,269         761,269         768,882       1,429,750       1,429,750       1,444,047
     65..........       340,062        1,200,489       1,200,489       1,212,494       2,311,648       2,311,648       2,334,764
     70..........       438,129        1,849,850       1,849,850       1,868,348       3,709,698       3,709,698       3,746,795
     75..........       563,290        2,848,418       2,848,418       2,876,902       5,936,787       5,936,787       5,996,154
     80..........       723,030        4,383,986       4,383,986       4,427,826       9,483,956       9,483,956       9,578,795
 Age 65..........        49,460           47,217          47,217         100,000          76,063          76,063         100,000
 Age 70..........        67,239           73,564          73,564         100,000         126,351         126,351         146,567
Age 115..........       723,030        4,383,986       4,383,986       4,427,826       9,483,956       9,483,956       9,578,795
</TABLE>
    
 
- ------------------------------
   
* In the absence of an additional premium, the Policy would lapse.
    
 
   
The values illustrated assume the premium is paid at the beginning of the Policy
Year. Values would be different if premiums are paid with a different frequency
or in different amounts.
    
 
   
The values and benefits are as of the Policy Year shown. They assume that no
Policy Loans or partial withdrawals have been made. Excessive Policy Loans or
partial withdrawals may cause this Policy to lapse because of insufficient Net
Accumulated Value.
    
 
   
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST, OR A
PREDICTION OF FUTURE, INVESTMENT RATES OF RETURN. THE ACTUAL INVESTMENT RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF INFLATION AND THE
ALLOCATIONS MADE BY A POLICYOWNER AMONG THE SUBACCOUNTS. THE GROSS HYPOTHETICAL
ANNUAL INVESTMENT RATES OF RETURN OF 12% SHOWN ABOVE CORRESPOND TO NET ANNUAL
RATES OF RETURN OF 10.18% ON A GUARANTEED BASIS AND 10.33% ON A CURRENT BASIS,
RESPECTIVELY. THE DEATH BENEFIT AND ACCUMULATED VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
    
 
   
                                      A-17
    
<PAGE>
- --------------------------------------------------------------------------------
                   APPENDIX B
- --------------------------------------------------------------------------------
DEATH BENEFIT OPTIONS  OPTION A EXAMPLE. For purposes of this example, assume
                       that the Insured's Attained Age is between 0 and 40 and
                       that there is no outstanding Policy Debt. Under Option A,
                       a Policy with a Specified Amount of $50,000 will
                       generally provide a death benefit of $50,000 plus
                       Accumulated Value. Thus, for example, a Policy with a
                       Accumulated Value of $5,000 will have a death benefit of
                       $55,000 ($50,000 + $5,000); a Accumulated Value of
                       $10,000 will provide a death benefit of $60,000 ($50,000
                       + $10,000). The death benefit, however, must be at least
                       2.50 multiplied by the Accumulated Value. As a result, if
                       the Accumulated Value of the Policy exceeds $33,333, the
                       death benefit will be greater than the Specified Amount
                       plus Accumulated Value. Each additional dollar of
                       Accumulated Value above $33,333 will increase the death
                       benefit by $2.50. A Policy with a Specified Amount of
                       $50,000 and a Accumulated Value of $40,000 will provide a
                       death benefit of $100,000 ($40,000 x 2.50); a Accumulated
                       Value of $60,000 will provide a death benefit of $150,000
                       ($60,000 x 2.50).
 
                       Similarly, any time Accumulated Value exceeds $33,333,
                       each dollar taken out of Accumulated Value will reduce
                       the death benefit by $2.50. If, for example, the
                       Accumulated Value is reduced from $40,000 to $35,000
                       because of partial withdrawals, charges, or negative
                       investment performance, the death benefit will be reduced
                       from $100,000 to $87,500. If at any time, however,
                       Accumulated Value multiplied by the specified amount
                       factor is less than the Specified Amount plus the
                       Accumulated Value, then the death benefit will be the
                       current Specified Amount plus Accumulated Value of the
                       Policy.
 
                       The specified amount factor becomes lower as the
                       Insured's Attained Age increases. If the Attained Age of
                       the Insured in the example above were, for example, 50
                       (rather than under 40), the specified amount factor would
                       be 1.85. The amount of the death benefit would be the sum
                       of the Accumulated Value plus $50,000 unless the
                       Accumulated Value exceeded $58,824 (rather than $33,333),
                       and each dollar then added to or taken from the
                       Accumulated Value would change the death benefit by $1.85
                       (rather than $2.50).
 
                       OPTION B EXAMPLE. For purposes of this example, assume
                       that the Insured's Attained Age is between 0 and 40 and
                       that there is no outstanding Policy Debt. Under Option B,
                       a Policy with a $50,000 Specified Amount will generally
                       pay $50,000 in death benefits. However, because the death
                       benefit must be equal to or be greater than 2.50
                       multiplied by the Accumulated Value, any time the
                       Accumulated Value of the Policy exceeds $20,000, the
                       death benefit will exceed the $50,000 Specified Amount.
                       Each additional dollar added to Accumulated Value above
                       $20,000 will increase the death benefit by $2.50. A
                       Policy with a $50,000 Specified Amount and a Accumulated
                       Value of $30,000 will provide death proceeds of $75,000
                       ($30,000 x 2.50); a Accumulated Value of $40,000 will
                       provide a death benefit of $100,000 ($40,000 x 2.50); a
                       Accumulated Value of $50,000 will provide a death benefit
                       of $125,000 ($50,000 x 2.50).
 
                       Similarly, so long as Accumulated Value exceeds $20,000,
                       each dollar taken out of Accumulated Value will reduce
                       the death benefit by $2.50. If, for example, the
                       Accumulated Value is reduced from $25,000 to $20,000
                       because of partial withdrawals, charges, or negative
                       investment performance, the death benefit will be reduced
                       from $62,500 to $50,000. If at any time, however, the
                       Accumulated Value multiplied by the specified amount
                       factor is less than the Specified Amount, the death
                       benefit will equal the current Specified Amount of the
                       Policy.
 
                       The specified amount factor becomes lower as the
                       Insured's Attained Age increases. If the Attained Age of
                       the Insured in the example above were, for example, 50
                       (rather than between 0 and 40), the specified amount
                       factor would be 1.85. The death proceeds would not exceed
                       the $50,000 Specified Amount unless the Accumulated Value
                       exceeded approximately $27,028 (rather than $20,000), and
                       each dollar then added to or taken from the Accumulated
                       Value would change the life insurance proceeds by $1.85
                       (rather than $2.50).
 
                                      B-1
<PAGE>
 
<TABLE>
<CAPTION>
              SPECIFIED AMOUNT FACTOR TABLE
- ---------------------------------------------------------
      ATTAINED AGE            SPECIFIED AMOUNT FACTOR
- ------------------------  -------------------------------
<S>                       <C>
    40 or younger                         2.50
    41                                    2.43
    42                                    2.36
    43                                    2.29
    44                                    2.22
    45                                    2.15
    46                                    2.09
    47                                    2.03
    48                                    1.97
    49                                    1.91
    50                                    1.85
    51                                    1.78
    52                                    1.71
    53                                    1.64
    54                                    1.57
    55                                    1.50
    56                                    1.46
    57                                    1.42
    58                                    1.38
    59                                    1.34
    60                                    1.30
    61                                    1.28
    62                                    1.26
    63                                    1.24
    64                                    1.22
    65                                    1.20
    66                                    1.19
    67                                    1.18
    68                                    1.17
    69                                    1.16
    70                                    1.15
    71                                    1.13
    72                                    1.11
    73                                    1.09
    74                                    1.07
    75 to 90                              1.05
    91                                    1.04
    92                                    1.03
    93                                    1.02
    94 to 114                             1.01
    115                                   1.00
</TABLE>
 
                                      B-2
<PAGE>
- --------------------------------------------------------------------------------
   
                   APPENDIX C
    
- --------------------------------------------------------------------------------
   
MAXIMUM SURRENDER CHARGES
                       The chart below reflects the maximum surrender charge per
                       $1,000 of Specified Amount for selected issue ages as
                       policy years increase.
    
 
   
                      Male, Non-Tobacco
    
   
<TABLE>
<CAPTION>
                                                                                 POLICY YEAR
                           ISSUE AGE        1          2          3          4          5          6          7          8
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                           10                    5.50       5.50       5.50       5.50       5.50       5.50       4.30       3.15
                           20                    7.46       7.46       7.46       7.46       7.46       6.46       5.05       3.70
                           30                   10.48      10.48      10.48      10.48       9.85       8.01       6.26       4.59
                           40                   16.08      16.08      16.08      15.81      13.22      10.75       8.39       6.14
                           50                   25.74      25.74      25.74      22.86      19.06      15.46      12.03       8.77
                           60                   56.18      48.88      41.98      35.48      29.36      23.61      18.21      13.17
                           70                   57.48      49.03      41.24      34.10      27.56      21.62      16.26      11.44
                           80                   57.48      46.35      36.74      28.53      21.60      15.82      11.08       7.25
 
                      Male, Tobacco
 
<CAPTION>
                                                                                 POLICY YEAR
                           ISSUE AGE        1          2          3          4          5          6          7          8
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                           10                     N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
                           20                   12.00      12.00      12.00      10.90       9.12       7.42       5.79       4.24
                           30                   17.48      17.48      16.34      13.95      11.66       9.49       7.41       5.42
                           40                   27.74      26.34      22.80      19.43      16.22      13.16      10.25       7.49
                           50                   44.66      39.17      33.75      28.62      23.76      19.18      14.86      10.79
                           60                   57.48      49.60      42.24      35.39      29.02      23.12      17.67      12.65
                           70                   57.48      48.27      39.97      32.50      25.84      19.94      14.74      10.20
                           80                   57.48      45.30      35.12      26.68      19.79      14.22       9.78       6.30
 
                      Female, Non-Tobacco
<CAPTION>
                                                                                 POLICY YEAR
                           ISSUE AGE        1          2          3          4          5          6          7          8
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                           10                    5.30       5.30       5.30       5.30       5.30       5.15       4.03       2.95
                           20                    5.66       5.66       5.66       5.66       5.66       5.66       4.69       3.44
                           30                    8.04       8.04       8.04       8.04       8.04       7.37       5.76       4.22
                           40                   11.98      11.98      11.98      11.98      11.84       9.63       7.52       5.50
                           50                   17.96      17.96      17.96      17.96      16.44      13.34      10.40       7.60
                           60                   43.60      40.26      34.72      29.46      24.49      19.79      15.34      11.15
                           70                   57.48      49.61      42.25      35.38      28.99      23.06      17.59      12.56
                           80                   57.48      47.51      38.62      30.77      23.90      17.97      12.92       8.67
 
                      Female, Tobacco
<CAPTION>
                                                                                 POLICY YEAR
                           ISSUE AGE        1          2          3          4          5          6          7          8
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                           10                     N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
                           20                    7.76       7.76       7.76       7.76       7.76       6.47       5.06       3.71
                           30                   11.40      11.40      11.40      11.40       9.97       8.11       6.34       4.64
                           40                   17.34      17.34      17.34      15.90      13.28      10.79       8.41       6.15
                           50                   25.82      25.82      25.82      22.19      18.49      14.97      11.65       8.49
                           60                   51.72      45.03      38.72      32.76      27.14      21.86      16.89      12.24
                           70                   57.48      49.36      41.81      34.82      28.36      22.43      17.01      12.07
                           80                   57.48      47.10      37.97      29.99      23.11      17.24      12.29       8.19
 
                      Unisex, Non-Tobacco
<CAPTION>
                                                                                 POLICY YEAR
                           ISSUE AGE        1          2          3          4          5          6          7          8
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                           10                    5.50       5.50       5.50       5.50       5.50       5.43       4.24       3.11
                           20                    7.10       7.10       7.10       7.10       7.10       6.37       4.98       3.65
                           30                    9.98       9.98       9.98       9.98       9.69       7.88       6.16       4.51
                           40                   15.24      15.24      15.24      15.24      12.94      10.52       8.21       6.01
                           50                   24.16      24.16      24.16      22.20      18.51      15.01      11.69       8.53
                           60                   53.96      46.98      40.38      34.16      28.29      22.77      17.59      12.73
                           70                   57.48      49.17      41.48      34.39      27.89      21.95      16.56      11.70
                           80                   57.48      46.67      37.26      29.15      22.24      16.42      11.60       7.65
 
                      Unisex, Tobacco
<CAPTION>
                                                                                 POLICY YEAR
                           ISSUE AGE        1          2          3          4          5          6          7          8
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                           10                     N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
                           20                   11.14      11.14      11.14      10.61       8.88       7.23       5.64       4.13
                           30                   16.26      16.26      15.85      13.53      11.32       9.20       7.19       5.26
                           40                   25.60      25.32      21.92      18.68      15.59      12.66       9.86       7.20
                           50                   40.68      37.18      32.05      27.19      22.60      18.25      14.15      10.28
                           60                   57.48      49.70      42.42      35.62      29.28      23.38      17.91      12.86
                           70                   57.48      48.56      40.46      33.12      26.52      20.61      15.35      10.70
                           80                   57.48      45.95      36.14      27.88      20.98      15.30      10.69       6.98
 
<CAPTION>
 
                           ISSUE AGE        9          10         11+
- ------------------------------------------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
                           10                    2.05       1.00       0.00
                           20                    2.41       1.18       0.00
                           30                    2.99       1.46       0.00
                           40                    3.99       1.95       0.00
                           50                    5.69       2.77       0.00
                           60                    8.46       4.07       0.00
                           70                    7.14       3.34       0.00
                           80                    4.21       1.83       0.00
                      Male, Tobacco
 
                           ISSUE AGE        9          10         11+
- ------------------------------------------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
                           10                     N/A        N/A        N/A
                           20                    2.76       1.35       0.00
                           30                    3.53       1.72       0.00
                           40                    4.86       2.37       0.00
                           50                    6.96       3.37       0.00
                           60                    8.04       3.83       0.00
                           70                    6.26       2.88       0.00
                           80                    3.60       1.55       0.00
                      Female, Non-Tobacco
 
                           ISSUE AGE        9          10         11+
- ------------------------------------------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
                           10                    1.92       0.94       0.00
                           20                    2.24       1.10       0.00
                           30                    2.75       1.34       0.00
                           40                    3.58       1.75       0.00
                           50                    4.93       2.40       0.00
                           60                    7.20       3.49       0.00
                           70                    7.96       3.78       0.00
                           80                    5.15       2.29       0.00
                      Female, Tobacco
 
                           ISSUE AGE        9          10         11+
- ------------------------------------------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
                           10                     N/A        N/A        N/A
                           20                    2.41       1.18       0.00
                           30                    3.02       1.48       0.00
                           40                    4.00       1.95       0.00
                           50                    5.50       2.67       0.00
                           60                    7.88       3.80       0.00
                           70                    7.60       3.59       0.00
                           80                    4.83       2.13       0.00
                      Unisex, Non-Tobacco
 
                           ISSUE AGE        9          10         11+
- ------------------------------------------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
                           10                    2.02       0.99       0.00
                           20                    2.38       1.16       0.00
                           30                    2.94       1.43       0.00
                           40                    3.91       1.91       0.00
                           50                    5.53       2.69       0.00
                           60                    8.18       3.95       0.00
                           70                    7.33       3.44       0.00
                           80                    4.47       1.96       0.00
                      Unisex, Tobacco
 
                           ISSUE AGE        9          10         11+
- ------------------------------------------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
                           10                     N/A        N/A        N/A
                           20                    2.69       1.32       0.00
                           30                    3.42       1.67       0.00
                           40                    4.68       2.28       0.00
                           50                    6.64       3.22       0.00
                           60                    8.20       3.92       0.00
                           70                    6.62       3.07       0.00
                           80                    4.05       1.76       0.00
</TABLE>
    
 
                                      C-1
<PAGE>
                                    PART II
                          UNDERTAKING TO FILE REPORTS
 
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore, or hereafter duly adopted pursuant to authority conferred
in that section.
 
                              RULE 484 UNDERTAKING
 
Article XII of the Company's By-Laws provides for the indemnification by the
Company of any person who is a party or who is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Article
XII also provides for the indemnification by the Company of any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its factor by reason of the fact that he is or was a director or officer of
the Company, or is or was serving at the request of the Company as a director,
offer, employee or agent of another corporation, partnership, joint venture,
trust or another enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification will be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Company
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonable entitled to indemnity for such expenses which such court shall deem
proper.
 
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                 REPRESENTATIONS PURSUANT TO SECTION 26(e)(2)A
 
The Company represents that the aggregate charges under the Contracts are
reasonable in relation to the services rendered, the expenses to be incurred and
the risks assumed by the Company.
 
                                      II-1
<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT
 
This Registration Statement comprises the following papers and documents:
 
The facing sheet.
 
A reconciliation and tie-in of information shown in the Prospectus with the
items of Form N-8B-2.
 
The Prospectus consisting of 79 pages.
 
The undertaking to file reports.
 
The undertaking pursuant to Rule 484.
 
Representations pursuant to Section 26(a)(2)(A).
 
The signatures.
 
Written consents of the following persons:
 
  Wendy L. Carlson.
  Messrs. Sutherland, Asbill & Brennan LLP.
  Ernst & Young LLP, Independent Auditors.
  Christopher G. Daniels, FSA, MSAA, Consulting Actuary.
 
The following exhibits:
 
   
<TABLE>
<C>   <C>   <S>
1.A.    1.  Certified Resolution of the Board of Directors of the Company
            establishing the Variable Account. (1)
        2.  None.
        3.  (a) Form of Principal Underwriting Agreement. (2)
            (b) Form of Sales Agreement. (2)
            (c) Form of Wholesaling Agreement. (2)
        4.  None.
        5.  *(a) Revised Policy Form.
            *(b) Revised Application Form.
        6.  (a) Articles of Incorporation of the Company. (1)
            (b) By-Laws of the Company. (1)
        7.  None.
        8.  None.
        9.  (a) Participation Agreement relating to EquiTrust Variable Insurance
            Series Fund. (2)
            (b) Participation Agreement relating to Dreyfus Variable Investment
            Fund. (2)
            (c) Participation Agreement relating to T. Rowe Price Equity Series,
            Inc. and T. Rowe Price International Series, Inc. (2)
       10.  Form of Application (see Exhibit 1.A.(5)(c) above.)
  2.  *Opinion and Consent of Wendy L. Carlson.
  3.  None.
  4.  Not applicable.
  5.  Not applicable.
  6.  *Opinion and Consent of Christopher G. Daniels, FSA, MSAA, Consulting
      Actuary.
  7.  *(a) Consent of Ernst & Young LLP.
      *(b) Consent of Messrs. Sutherland, Asbill & Brennan LLP.
  8.  Memorandum describing the Company's conversion procedure (included in
      Exhibit 9 hereto).
  9.  *Revised Memorandum describing the Company's issuance, transfer and
      redemption procedures for the Policy.
 10.  Power of Attorney (1)
</TABLE>
    
 
- ------------------------
 
*   Attached as an exhibit.
 
   
(1) Incorporated herein by reference to the initial filing of this Registration
    Statement (File No. 333-45815) filed on February 6, 1998.
    
 
   
(2) Incorporated herein by reference to pre-effective amendment No. 1 of this
    Registration Statement (File No. 333-45915) filed on June 17, 1998.
    
 
                                      II-2
<PAGE>
                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant,
American Equity Life Variable Account, has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of West Des Moines, State of Iowa, on the 3rd day of
August, 1998.
    
 
                                          American Equity Investment Life
                                          Insurance Company
                                          American Equity Life Variable Account
 
                                          By:           /s/ D.J. NOBLE
 
                                             -----------------------------------
                                                         D.J. Noble
                                                          CHAIRMAN
                                               American Equity Investment Life
                                                      Insurance Company
 
                                          Attest:        /s/ TERRY REIMER
 
                                               ---------------------------------
                                                        Terry A. Reimer
                                                   CHIEF FINANCIAL OFFICER
                                               American Equity Investment Life
                                                      Insurance Company
 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates set forth below.
 
   
             SIGNATURE                         TITLE                  DATE
- -----------------------------------  -------------------------  ----------------
 
          /s/ D.J. NOBLE             Chairman and Director
- -----------------------------------   [Principal Executive       August 3, 1998
            D.J. Noble                Officer]
 
                                     Chief Financial Officer
        /s/ TERRY A. REIMER           [Principal Financial
- -----------------------------------   Officer] [Principal        August 3, 1998
          Terry A. Reimer             Accounting Officer]
 
- -----------------------------------
         James M. Gerlach*           Director                    August 3, 1998
 
- -----------------------------------
         David S. Mulcahy*           Director                    August 3, 1998
 
- -----------------------------------
         William J. Oddy*            Director                    August 3, 1998
 
- -----------------------------------
        Debra J. Richardson          Director                    August 3, 1998
 
- -----------------------------------
        Jack W. Schroeder*           Director                    August 3, 1998
 
    
<PAGE>
                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, American Equity
Life Variable Account, has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized in the City of West
Des Moines, State of Iowa, on the 3rd day of August, 1998.
    
 
                                          American Equity Life Variable Account
                                          (Registrant)
 
                                          By: American Equity Investment Life
                                              Insurance Company (Depositor)
 
                                          By:           /s/ D.J. NOBLE
 
                                             -----------------------------------
                                                         D.J. Noble
                                                          CHAIRMAN
                                               American Equity Investment Life
                                                      Insurance Company
 
           /s/ DEBRA J. RICHARDSON        Attorney-In-Fact, pursuant to
*By  -----------------------------------   Power of Attorney.
             Debra J. Richardson

<PAGE>

NON-PARTICIPATING
FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE POLICY

DEATH PROCEEDS PAYABLE AT THE INSURED'S DEATH PRIOR TO THE MATURITY DATE.
FLEXIBLE PREMIUMS PAYABLE FOR THE INSURED'S LIFE OR UNTIL THE MATURITY DATE. THE
AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY VARY UNDER
THE CONDITIONS DESCRIBED IN THE DEATH BENEFIT PROVISIONS. THE CASH VALUE IN THE
VARIABLE ACCOUNT IS BASED ON THE INVESTMENT EXPERIENCE OF THAT ACCOUNT AND MAY
INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. THE
VARIABLE FEATURES OF THIS POLICY ARE DESCRIBED ON PAGES 13 THROUGH 15.

   

American Equity Investment Life Insurance Company will pay the benefits of 
this policy subject to all of its terms.

RIGHT TO EXAMINE POLICY

The owner may cancel this policy by delivering or mailing a written notice or 
sending a telegram or fax to the agent through whom it was purchased or the 
American Equity Investment Life Insurance Company, Administrative Office, 
5400 University Avenue, West Des Moines, Iowa 50266-5997 and by returning the 
policy or contract before midnight of the twentieth day after the date you 
receive the policy. Notice given by mail and return of the policy or contract 
by mail are effective on being postmarked, properly addressed and postage 
prepaid. American Equity Investment Life will refund within seven days after 
it receives notice of cancellation and the returned policy an amount equal to 
the greater of the premiums paid or the sum of:

a)   the accumulated value of the policy on the date the policy is received at
     our administrative office;
b)   any premium expense charges which were deducted from premiums;
c)   monthly deductions made on the policy date and any monthly deduction day;
     and
d)   amounts equal to daily charges against the variable account.

Signed for and on behalf of American Equity Investment Life Insurance Company 
at its administrative office at 5400 University Avenue, West Des Moines, Iowa 
50266-5997, effective as of the date of issue of this policy.

/s/ D. J. Noble               /s/ Debra J. Richardson
               President                             Secretary


American Equity Investment Life Insurance Company
Administrative Office:
5400 University Avenue
West Des Moines, Iowa 50266-5997

    

   
    


<PAGE>

   

This policy is a legal contract between the owner and American Equity 
Investment Life Insurance Company.

    

READ YOUR POLICY CAREFULLY

INDEX OF MAJOR POLICY PROVISIONS

POLICY DATA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Page 3
Insured; Insuring Age; Sex; Policy Number; Policy Date; Owner(s); Date of Issue;
Death Benefit Option; Maturity Date; Specified Amount at Issue; Schedule of
Forms and Premiums; Schedule of Current Charges; Schedule of Current Surrender
Charges.

TABLE OF GUARANTEED MAXIMUM MONTHLY INSURANCE RATES PER $1000. . . . .    Page 6

SPECIFIED AMOUNT FACTORS . . . . . . . . . . . . . . . . . . . . . . .    Page 7

SECTION 1 - DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . .    Page 8
1.1 You or Your; 1.2 Age; 1.3 Net Accumulated Value; 1.4 Age; 1.5 Attained Age;
1.6 Business Day; 1.7 Declared Interest Option; 1.8 Eligible for Waiver of
Surrender Charge; 1.9 Fund; 1.10 General Account; 1.11 Home Office; 1.12 Monthly
Deduction Day; 1.13 Net Premium; 1.14 Partial Withdrawal Fee; 1.15 Policy
Anniversary; 1.16 Policy Date; 1.17 Policy Year; 1.18 Premium Expense Charge
1.19 Qualified Physician; 1.20 Qualified Nursing Care Center; 1.21 SEC; 1.22
Surrender Charge; 1.23 Surrender Value; 1.24 Net Surrender Value; 1.25 Valuation
Period; 1.26 Variable Account; 1.27 We, Our, Us or the Company.

SECTION 2 - THE CONTRACT . . . . . . . . . . . . . . . . . . . . . . .    Page 9
2.1 Death Proceeds 2.2 Death Benefit Options; 2.3 Contract; 2.4 Modification;
2.5 Incontestable Clause; 2.6 Misstatement of Age or Sex; 2.7 Suicide; 2.8
Return of Policy and Policy Settlement; 2.9 Maturity Proceeds; 2.10 Termination;
2-11 Non-Participation.

SECTION 3 - OWNERSHIP AND BENEFICIARIES. . . . . . . . . . . . . . . .   Page 11
3.1 Ownership; 3.2 Beneficiary; 3.3 Change of Owner or Beneficiary; 3.4
Assignment.

SECTION 4 - PREMIUMS AND REINSTATEMENT . . . . . . . . . . . . . . . .   Page 11
4.1 Premium Payment; 4.2 Payment Frequency; 4.3 Grace Period; 4.4 Reinstatement;
4.5 Unscheduled Premiums; 4.6 Premium Limitations; 4.7 Premium Application; 4.8
Allocation of Premium.

SECTION 5 - POLICY CHANGE. . . . . . . . . . . . . . . . . . . . . . .   Page 12
5.1 Change of Specified Amount; 5.2 Specified Amount Decrease; 5.3 Specified
Amount Increase; 5.4 Change of Death Benefit Option; 5.5 Life Insurance
Qualification.

SECTION 6 - VARIABLE ACCOUNT . . . . . . . . . . . . . . . . . . . . .   Page 13
6.1 Variable Account; 6.2 Subaccounts; 6.3 Fund Portfolios; 6.4 Transfers; 6.5
Special Transfer Privilege.

SECTION 7 - ACCUMULATED VALUE BENEFITS . . . . . . . . . . . . . . . .   Page 15
7.1 Accumulated Value Determination; 7.2 Net Accumulated Value Determination;
7.3 Surrender Value; 7.4 Net Surrender Value; 7.5 Variable Accumulated Value;
7.6 Account Units; 7.7 Unit Value; 7.8 Declared Interest Option Accumulated
Value; 7.9 Declared Interest Option Interest; 7.10 Monthly Deduction; 7.11 Cost
of Insurance; 7.12 Cost of Insurance Rate; 7.13 Basis of Values; 7.14 Surrender;
7.15 Waiver of Surrender Charge; 7.16 Partial Withdrawal; 7.17 Use of Payment
Option; 7.18 Delay of Payment; 7.19 Continuance of Insurance; 7.20 Annual
Report.

SECTION 8 - POLICY LOANS . . . . . . . . . . . . . . . . . . . . . . .   Page 19
8.1 Cash Loan; 8.2 Loan Value; 8.3 Loan Interest; 8.4 Loan Allocation; 8.5 Loan
Repayment.

SECTION 9 - PAYMENT OF PROCEEDS  . . . . . . . . . . . . . . . . . . .   Page 20
9.1 Choice of Options; 9.2 Payment Options; 9.3 Interest and Mortality; 9.4
Requirements; 9.5 Effective Date; 9.6 Death of Payee; 9.7 Withdrawal of
Proceeds; 9.8 Claims of Creditors.

PAYMENT OPTION TABLES  . . . . . . . . . . . . . . . . . . . . . . . .   Page 22

Any additional benefits and endorsements which apply to this policy are listed
on page 3 and are described in the forms which follow page 22 of this policy.


<PAGE>

                                     POLICY DATA

Insured                                     [John Doe]
Insuring Age                                [35]
Sex                                         [Male]
Policy Number                               [23456789]
Policy Date                                 [07-01-1998]
Owner(s)                                    [John Doe]
Date of Issue                               [07-01-1998]
Death Benefit Option                        [Option A]
Maturity Date                               [07-01-2078]
Specified Amount at Issue                   [$1,000,000.00]
Reserve Interest Rate                       [4.00]

         Summary of Current Specified Amount

<TABLE>
<CAPTION>

<S>                <C>                      <C>                 <C>
Description        Specified Amount         Effective Date      Premium Class
[AT ISSUE               $1,000,000.00            07-01-1998          NON-TOBACCO]
                                                                (will show if rated)

                          Schedule of Forms and Premiums
<CAPTION>

<S>                <C>                      <C>                           <C>                 <C>
                                                                                              Current
                                                                          Original            Target
Form No.           Description              Amount or No. of Units        Effective Date      Premium
[434-114(06-98)    Non-Par Flexible         $100,000,000.00               07-01-1998          $XXX.XX]
                   Premium Variable Life
[434-085(06-98)    Living Benefit

</TABLE>


                                        3
<PAGE>
                                    POLICY DATA
                            Schedule of Current Charges

Premium Expense Charge             [7% of each premium up to Target Premium]
                                   [2% of each premium over Target Premium]

Policy Expense Charge              [$5.00 per month]

First Year Administrative Charge   [$5.00 per month, plus
(applies to the first 12 monthly   $0.05 per $1,000 of specified amount]
deductions following issue and
the first 12 months following
any increase in specified amount)

Partial Withdrawal Fee             [$25 per withdrawal]

Transfer Charge                    [$25 per transfer]

Mortality and Expense Risk         [0.0024548% of the variable cash value per
Charge                             day (equivalent to 0.90% per year)]

Monthly Deduction Day              [20th of each month]

Policy Loan Interest Rate          Adjustable Loan Rate (as described
                                   in Section 8.3 of your policy)

                            SCHEDULE OF INVESTMENT OPTIONS

   

General Account               The general assets of American Equity 
                              Investment Life Insurance Company

Separate Account(s)           [American Equity Life Variable Account]

    

Subaccounts                   Fund

   

EquiTrust -- Value Growth       EquiTrust Variable Insurance Series Fund
EquiTrust -- High Grade Bond    EquiTrust Variable Insurance Series Fund
EquiTrust -- High Yield Bond    EquiTrust Variable Insurance Series Fund
EquiTrust -- Money Market       EquiTrust Variable Insurance Series Fund
EquiTrust -- Blue Chip          EquiTrust Variable Insurance Series Fund
T.Rowe -- Intl Stock            T.Rowe Price International Series, Inc.
T.Rowe - MidCap Growth          T.Rowe Price Equity Series, Inc.
T.Rowe -- New America Growth    T.Rowe Price Equity Series, Inc.
T.Rowe -- Equity Income         T.Rowe Price Equity Series, Inc.
T.Rowe -- Pers Strategy Bal     T.Rowe Price Equity Series, Inc.
Dreyfus -- Intl Equity          Dreyfus Variable Investment Fund
Dreyfus -- Small Cap            Dreyfus Variable Investment Fund
Dreyfus -- Cap Appreciation     Dreyfus Variable Investment Fund
Dreyfus -- Discip Stock         Dreyfus Variable Investment Fund
Dreyfus -- Growth & Income      Dreyfus Variable Investment Fund

    

Net premiums will be allocated to the subaccounts or the declared interest
option in accordance with the net premium allocation percentages shown in the
application or in the most recent written instructions of the owner. For a full
description of the Separate Account and the designated subaccounts, please refer
to the current prospectus.

   

                              Form Number 434-114(07-98)
                                Policy Number 12345678

    

                                          4
<PAGE>

                                     POLICY DATA

                        Schedule of Current Surrender Charges

SURRENDER DATE                                    SURRENDER CHARGE
[January 1, 1998-December 31, 1998                $XXXXX
January 1, 1999-December 31, 1999                 $XXXXX
January 1, 2000-December 31, 2000                 $XXXXX
January 1, 2001-December 21, 2001                 $XXXXX
January 1, 2002-December 21, 2002                 $XXXXX
January 1, 2003-December 21, 2003                 $XXXXX
January 1, 2004-December 21, 2004                 $XXXXX
January 1, 2005-December 21, 2005                 $XXXXX
January 1, 2006 December 21, 2006                 $XXXXX
January 1, 2007-December 21, 2007                 $XXXXX
January 1, 2008-December 21, 2008                 $00.00]


   

                              Form Number 434-114(07-98)
                                Policy Number 12345678

    


                                          5
<PAGE>

                                     POLICY DATA
                 TABLE OF GUARANTEED MAXIMUM MONTHLY INSURANCE RATES
                 PER $1,000 FOR TOBACCO AND NON-TOBACCO RATE CLASSES

                         Tobacco                      Non-Tobacco
                         -------                      -----------
   Attained         Male          Female          Male          Female
     Age            Rate           Rate           Rate           Rate
      0                                         0.08584        0.07000
      1                                         0.08584        0.07000
      2                                         0.08251        0.06667
      3                                         0.08084        0.06500
      4                                         0.07751        0.06417

      5                                         0.07334        0.06250
      6                                         0.06917        0.06084
      7                                         0.06500        0.05917
      8                                         0.06250        0.05834
      9                                         0.06167        0.05750

     10                                         0.06250        0.05667
     11                                         0.06750        0.05834
     12                                         0.07667        0.06084
     13                                         0.08917        0.06417
     14                                         0.10334        0.06834

     15                                         0.11335        0.07167
     16                                         0.12335        0.07501
     17                                         0.13085        0.07751
     18           0.18420        0.09251        0.13585        0.08001
     19           0.19004        0.09501        0.13919        0.08251

     20           0.19337        0.09751        0.14002        0.08417
     21           0.19337        0.09918        0.13835        0.08584
     22           0.19004        0.10168        0.13585        0.08667
     23           0.18670        0.10418        0.13252        0.08834
     24           0.18170        0.10668        0.12918        0.09001

     25           0.17586        0.10918        0.12502        0.09168
     26           0.17253        0.11335        0.12252        0.09418
     27           0.17086        0.11668        0.12085        0.09584
     28           0.17086        0.12085        0.12001        0.09834
     29           0.17336        0.12585        0.12001        0.10168

     30           0.17753        0.13168        0.12085        0.10418
     31           0.18337        0.13669        0.12335        0.10751
     32           0.19087        0.14252        0.12668        0.11085
     33           0.20087        0.15002        0.13168        0.11501
     34           0.21255        0.15836        0.13752        0.12001

     35           0.22672        0.16753        0.14419        0.12585
     36           0.24339        0.18170        0.15169        0.13418
     37           0.26424        0.19837        0.16169        0.14419
     38           0.28758        0.21755        0.17253        0.15502
     39           0.31427        0.23839        0.18420        0.16669

     40           0.34512        0.26340        0.19837        0.18087
     41           0.37848        0.29008        0.21338        0.19587
     42           0.41517        0.31677        0.22922        0.21088
     43           0.45521        0.34345        0.24673        0.22588
     44           0.49942        0.37014        0.26590        0.24089

     45           0.54613        0.39849        0.28758        0.25757
     46           0.59452        0.42768        0.31093        0.27508
     47           0.64709        0.45771        0.33595        0.29425

     48           0.70383        0.49024        0.36347        0.31427
     49           0.76559        0.52611        0.39349        0.33678

     50           0.83403        0.56449        0.42768        0.36180
     51           0.91166        0.60537        0.46688        0.38932
     52           0.99933        0.65209        0.51193        0.42101
     53           1.09871        0.70383        0.56365        0.45604
     54           1.20729        0.75641        0.62122        0.49191

     55           1.32342        0.81066        0.68547        0.53028
     56           1.44626        0.86408        0.75557        0.56866
     57           1.57581        0.91417        0.82985        0.60620
     58           1.71209        0.96343        0.91250        0.64375
     59           1.85845        1.01603        1.00518        0.68630

     60           2.02158        1.07866        1.10873        0.73638
     61           2.20569        1.15717        1.22400        0.79814
     62           2.41331        1.25825        1.35684        0.87493
     63           2.64531        1.38107        1.50727        0.96927
     64           2.89921        1.51813        1.67447        1.07532

     65           3.16834        1.66276        1.85761        1.18975
     66           3.45020        1.80994        2.05588        1.30838
     67           3.74229        1.95214        2.26847        1.42954
     68           4.04883        2.09605        2.49957        1.55491
     69           4.38161        2.25256        2.75591        1.69453

     70           4.74911        2.43759        3.04592        1.85845
     71           5.16235        2.67212        3.37720        2.05839
     72           5.62985        2.95957        3.75992        2.30363
     73           6.14841        3.30170        4.19334        2.59756
     74           6.71732        3.69191        4.67004        2.93610

     75           7.32578        4.11856        5.18003        3.31428
     76           7.94851        4.57248        5.71919        3.72382
     77           8.57456        5.04701        6.28340        4.16309
     78           9.20818        5.54895        6.87612        4.63892
     79           9.87149        6.09610        7.51607        5.16656

     80          10.58674        6.70972        8.22375        5.76724
     81          11.37459        7.40696        9.01810        6.45895
     82          12.24906        8.20087        9.91569        7.25729
     83          13.19603        9.11907       10.91280        8.15937
     84          14.18421       10.11631       11.99040        9.15556

     85          15.18033       11.17773       13.12418       10.23537
     86          16.16034       12.29517       14.29994       11.39164
     87          17.16810       13.45788       15.49991       12.62319
     88          18.22020       14.67216       16.71910       13.93142
     89          19.26842       15.93752       17.97489       15.32721

     90          20.32834       17.34402       19.28574       16.82248
     91          21.43307       18.86254       20.68243       18.45266
     92          22.71710       20.55222       22.21791       20.28063
     93          24.36888       22.54368       24.04369       22.43826
     94          26.62992       25.22305       26.50346       25.22305

     95          30.20740       29.24956       30.20740       29.24956
     96          36.35803       35.72205       36.35803       35.72205
     97          47.21180       46.86829       47.21180       46.86829

     98          66.20701       66.09429       66.20701       66.09249
 99-114          90.90909       90.90909       90.90909       90.90909

                                          6
<PAGE>

                                     POLICY DATA
                               SPECIFIED AMOUNT FACTORS

      Attained                  Attained                  Attained
      Age At Date              Age At Date               Age At Date
      of Death      Factor      of Death      Factor      of Death      Factor
        0-40         2.50          59          1.34          78          1.05
         41          2.43          60          1.30          79          1.05
         42          2.36          61          1.28          80          1.05
         43          2.29          62          1.26          81          1.05
         44          2.22          63          1.24          82          1.05
         45          2.15          64          1.22          83          1.05
         46          2.09          65          1.20          84          1.05
         47          2.03          66          1.19          85          1.05
         48          1.97          67          1.18          86          1.05
         49          1.91          68          1.17          87          1.05
         50          1.85          69          1.16          88          1.05
         51          1.78          70          1.15          89          1.05
         52          1.71          71          1.13          90          1.05
         53          1.64          72          1.11          91          1.04
         54          1.57          73          1.09          92          1.03
         55          1.50          74          1.07          93          1.02
         56          1.46          75          1.05          94          1.01
         57          1.42          76          1.05        95-114        1.01
         58          1.38          77          1.05         115          1.00


                                          7

<PAGE>

- --------------------------------------------------------------------------------
SECTION 1 - DEFINITIONS
- --------------------------------------------------------------------------------

1.1 YOU OR YOUR 
means the person whose life is insured.

1.2 ACCUMULATED VALUE 
means the policy's accumulated value which is calculated as: 
a)   the variable accumulated value, which is defined in section 7.5; plus
b)   the declared interest option accumulated value which is defined in 
     section 7.8.

1.3 NET ACCUMULATED VALUE 
means the policy's net accumulated value which is calculated as:
a)   the accumulated value; less 
b)   the amount of any policy loan; less 
c)   any policy loan interest due; plus 
d)   any unearned loan interest.

1.4 AGE 
means age at the last birthday.

1.5 ATTAINED AGE means your age at issue plus the number of policy years 
since the policy date.

1.6 BUSINESS DAY 
means a day when the New York Stock Exchange is open for trading, except for the
day after Thanksgiving, any other designated Company holidays, and any day the
home office is closed because of a weather-related or comparable type of
emergency. Assets are valued at the close of the business day.

1.7 DECLARED INTEREST OPTION 
means an option pursuant to which accumulated value accrues interest at a
guaranteed minimum rate. The declared interest option is supported by the
general account.

1.8 ELIGIBLE FOR WAIVER OF SURRENDER CHARGE 
means the insured: 
a)   is diagnosed by a Qualified Physician as having a terminal illness. A
     terminal illness is any disease or medical condition which the Qualified
     Physician expects will result in death within one year; or
b)   stays in a Qualified Nursing Care Center for 90 days. 

1.9 FUND 
means the investment options shown on the policy data page. The corresponding
funds are registered with the SEC under the Investment Company Act of 1940 as
open-end diversified management investment companies or unit investment trusts.

1.10 GENERAL ACCOUNT
means all our assets other than those allocated to the variable account or any
other separate account. We have complete ownership and control of the assets of
the general account.

   

1.11 ADMINISTRATIVE OFFICE
means American Equity Investment Life Insurance Company at its administrative 
office, 5400 University Avenue, West Des Moines, Iowa, 50266-5997.

    

1.12 MONTHLY DEDUCTION DAY 
means the same date in each month as the policy date. The charges for this
policy are deducted on the business day on or next following the monthly
deduction day.

1.13 NET PREMIUM 
means the amount of premium remaining after the premium expense charge has been
deducted. This amount will be allocated among the subaccounts of the variable
account and the declared interest option according to the allocations shown on
the policy data page or the most recent instructions received from the owner.

1.14 PARTIAL WITHDRAWAL FEE
means a fee of $25 that is applied at the time of any partial withdrawal.

1.15 POLICY ANNIVERSARY 
means the same date in each year as the policy date.

1.16 POLICY DATE 
means the policy date shown on the policy data page. This date is used to
determine policy years and any policy anniversaries.

1.17 POLICY YEAR 
means the 12-month period that begins on the policy date or on a policy
anniversary.

1.18 PREMIUM EXPENSE CHARGE
means the premium expense charge shown on the policy data page. This amount may
go up or down, but is guaranteed to never exceed 7 percent.


                                          8
<PAGE>

1.19 QUALIFIED PHYSICIAN:
means a licensed, medical practitioner performing within the scope of his/her
license. Such person must be someone other than you, the insured, or a member of
the immediate family of either you or the insured.

1.20 QUALIFIED NURSING CARE CENTER:
means a long term care center that is licensed to operate according to the laws
of their location. The following are qualified nursing care centers: 
     a)   Skilled Nursing Center - means a center:
           i)  That provides skilled nursing care supervised by a licensed
               physician;
          ii)  That provides 24-hour nursing care by, or supervised by, an
               R.N.; and
         iii)  That keeps daily medical record of each patient.

     b)   Intermediate Care Center - means a center:
           i)  That provides 24-hour nursing care by, or supervised by an R.N.
               or an L.P.N.; and
          II)  That keeps a daily medical record of each patient.

     c)   Hospital - means a center:
           i)  That operates for the care and treatment of sick or injured
               persons as inpatients;
          ii)  That provides 24-hour nursing care by, or supervised by, an R.N.;
         iii)  That is supervised by a staff of licensed physicians; and
          iv)  That has medical, diagnostic, and major surgery capabilities or
               access to such capabilities.

Qualified Nursing Care Center does not include: 
a)   Drug or alcohol treatment centers; 
b)   Home for the aged or mentally ill, community living centers, or places that
     primarily provide domiciliary, residency or retirement care;
c)   Places owned or operated by a member of the annuitant's immediate family.

1.21 SEC 
means the Securities and Exchange Commission, a U.S. government agency.

1.22 SURRENDER CHARGE 
means a fee that is applied at the time of a surrender. The surrender charge
will be the amount shown on the policy data page.

A specified amount increase has its own surrender charge period which begins on
the date of the increase. If a specified amount increase is made, the surrender
charges will be a composite of all charges which apply for each year.

1.23 SURRENDER VALUE 
means the policy's surrender value which is calculated as: 
a)   the accumulated value; minus 
b)   the surrender charge.

1.24 NET SURRENDER VALUE 
means the policy's net surrender value which is calculated as: 
a)   the surrender value; minus 
b)   any policy loan; minus 
c)   any policy loan interest due; plus 
d)   any unearned loan interest.

1.25 VALUATION PERIOD
means the period between the close of business on a business day and the close
of business on the next business day.

1.26 VARIABLE ACCOUNT 
means the Separate Account shown on the policy data page. It is a unit
investment trust registered with the SEC under the Investment Company Act of
1940.

   

1.27 WE, OUR, US OR THE COMPANY 
means American Equity Investment Life Insurance Company.

    

- --------------------------------------------------------------------------------
SECTION 2 - THE CONTRACT
- --------------------------------------------------------------------------------

2.1 DEATH PROCEEDS
We will pay the death proceeds to the beneficiary:
a)   within seven days after receipt by us of due proof of your death;
b)   if the policy is in force on the date of your death; and
c)   subject to the terms and conditions of this policy.

The death proceeds will be the sum of: 
a)   the death benefit; and 
b)   any premiums paid after the date of death; and 
c)   any unearned policy loan interest on the date of death; 
less:
a)   any policy loan; and


                                          9
<PAGE>

b) any policy loan interest due; 
plus any interest credited on this amount from the date of death to the date 
of payment, the rate to be set by us but not less than 3% per year or any 
rate required by law.

2.2 DEATH BENEFIT OPTIONS
The death benefit option in effect for this policy is shown on the policy 
data page and is one of the following:
Option A -- The death benefit will be the greater of a) or b) where:
a)   is the sum of the specified amount shown on the policy data page and the
     accumulated value; and
b)   is the accumulated value multiplied by the specified amount factor from the
     table on the policy data page for your attained age.
Option B -- The death benefit will be the greater of a) or b) where:
a)   is the specified amount shown on the policy data page; and
b)   is the accumulated value multiplied by the specified amount factor from the
     table on the policy data page for your attained age.

All values are determined as of the end of the business day on or next following
the date of death.

2.3 CONTRACT 
This policy is a legal contract. We issue this policy in consideration of the
first premium and the statements in the application. The entire contract
consists of: 
a)   this basic policy; 
b)   any endorsements or additional benefit riders; 
c)   the attached copy of your application; and 
d)   any amendments, supplemental applications or other attached papers.

We rely on statements made in the application for the policy. These statements
in the absence of fraud are deemed representations and not warranties. No
statement will void this policy or be used in defense of a claim unless: 
a)   it is contained in the application; and 
b)   such application is attached to this policy.

2.4 MODIFICATION 
No one can change any part of this policy except the owner and one of our
officers. Both must agree to a change, and it must be in writing. No agent may
change this policy or waive any of its provisions. 

2.5 INCONTESTABLE CLAUSE
We will not contest payment of the death benefit for any reason other than fraud
after this policy has been in force during your lifetime for two years from the
date of issue shown on the policy data page.

Any requested increase in the specified amount will be incontestable only after
such increase has been in force during your lifetime for two years from the
effective date of such increase.

2.6 MISSTATEMENT OF AGE OR SEX
We have the right to correct benefits for misstated age or sex. In such an
event, benefits will be the amount the premium actually paid would have bought
at the correct age or sex.

2.7 SUICIDE 
If, within one year of the policy date, you die by suicide, whether sane or
insane, our liability is limited to the premium paid plus any unearned loan
interest at the date of death, less any policy loan, any loan interest due and
any partial withdrawals.

Any increase in death benefits resulting from a requested increase in specified
amount will not be paid if the insured dies by suicide, while sane or insane,
within one year of the date of such increase. Instead, we will return to the
owner an amount equal to the cost of insurance for such increase in specified
amount.

2.8 RETURN OF POLICY AND POLICY SETTLEMENT 
We reserve the right to have this policy sent to us for any: 
a)   modification; b) death settlement; c) surrender; d) assignment; e) change
of owner or beneficiary; f) election; or g) exercise of any policy privilege.

We will send a payment contract to replace this policy if any payment option is
chosen. All sums to be paid by us under this policy are considered paid when
tendered by us at our home office.

2.9 MATURITY PROCEEDS 
If you are living on the maturity date and this policy is in force, we will pay
the proceeds to the owner. Such proceeds will be: 
a)   the accumulated value; less 
b)   any policy loan.

The maturity date will be your attained age 115.

                                          10

<PAGE>

All values are determined as of the end of the business day on or next following
the maturity date.

2.10 TERMINATION
This policy ends when any one of the following events occurs:
a)   the owner requests that the policy be canceled;
b)   you die;
c)   the policy matures;
d)   the policy is surrendered; or
e)   the grace period ends without payment of the premium.

2.11 NON-PARTICIPATION
This policy does not share in the Company's surplus or profits.

- --------------------------------------------------------------------------------
SECTION 3 - OWNERSHIP AND BENEFICIARIES
- --------------------------------------------------------------------------------

3.1 OWNERSHIP
The original owner of this policy is shown on the policy data page. Ownership of
the policy may change according to the provisions indicated in the original
application or by a subsequent endorsement to the policy.

3.2 BENEFICIARY 
Beneficiaries are as named in the application, unless changed by the owner. The
interests of any beneficiary in a class who dies before you will pass to any
survivors of the class, unless the policy provides otherwise. Secondary
beneficiaries will have the right to receive the proceeds only if no primary
beneficiary survives. If no beneficiary survives you, we will pay the proceeds
to the owner or the owner's estate.

In finding and identifying beneficiaries we may rely on sworn statements, other
facts, or evidence we deem satisfactory. Any benefits we pay based on such
information will be a valid discharge of our duty up to the amount paid.

3.3 CHANGE OF OWNER OR BENEFICIARY
While you live, a change of owner or beneficiary can be made at any time,
subject to the following rules:
a)   the change must be in writing on a form acceptable to us;
b)   it must be signed by the owner;
c)   the form must be sent to our home office and recorded by us; and
d)   the change will take effect on the date signed, but it will not apply to
     any payment or action by us before we receive the form.

3.4 ASSIGNMENT 
No assignment of this policy will bind us unless: 
a)   it is in writing on a form acceptable to us; 
b)   signed by the owner; and 
c)   received by us at our home office.

We will not be responsible for the validity of an assignment.

- --------------------------------------------------------------------------------
SECTION 4 - PREMIUMS AND REINSTATEMENT
- --------------------------------------------------------------------------------

4.1 PREMIUM PAYMENT 
Premium payments are flexible as to both timing and amount. Each premium is to
be paid at our home office.

4.2 PAYMENT FREQUENCY 
The first premium is due on or prior to the policy date. We will send periodic
reminder notices to the owner upon request. The minimum amount for which such
notice will be sent will be $100. A reminder notice may be sent for different
periods, which may be 12, 6, 3 or 1 month intervals. The reminder notice period
may be changed upon request.

4.3 GRACE PERIOD 
A grace period of 61 days will be allowed for payment of a premium that, when
reduced by the premium expense charge, is at least equal to three times the
monthly deduction charge due on such date. The grace period applies: 
a)   During the first three policy years, if the net accumulated value is not
     large enough on any monthly deduction day to cover the monthly deduction
     due; and 
b)   During the first three policy years, if you have taken out a policy loan
     and during this period, the net surrender value is not large enough to
     cover the monthly deduction due; and 
c)   During subsequent years, if the net surrender value is not large enough on
     any monthly deduction day to cover the monthly deduction due.

The grace period begins on the date we send the owner of record written notice
of the required

                                          11

<PAGE>

payment. Such premium shall be due on such monthly deduction day and if not
received by us within the grace period, all coverage under this policy will
terminate without value at the end of the 61-day period. If a claim by
death during the grace period becomes payable under the policy, any due and
unpaid monthly deductions will be deducted from the proceeds.

4.4 REINSTATEMENT
Prior to the maturity date, a lapsed policy which has not been surrendered for
its accumulated value may be reinstated at any time within 5 years of the
monthly deduction day immediately preceding the grace period which expired
without payment of the required premium, subject to the following rules:
a)   You and the owner must send a written request to us.
b)   You must provide proof of your good health and insurability satisfactory to
     us.
c)   A premium sufficient to keep the policy in force for three months must be
     paid.
d)   The owner must pay a charge equal to the cost of insurance for the coverage
     provided during the 61-day grace period which was in effect prior to the
     termination of this policy. 
e)   The effective date of the reinstated policy will be the monthly deduction
     day on or next following the date we approve reinstatement.

4.5 UNSCHEDULED PREMIUMS 
Unscheduled premium payments of at least $100 may be made at any time prior to
the maturity date. The Company may, in its discretion, waive the $100 minimum
requirements. The Company reserves the right to limit the number and amount of
unscheduled premium payments.

4.6 PREMIUM LIMITATIONS 
The company reserves the right to limit the number and amount of premium
payments in order to maintain this policy's qualifications under federal tax
law. We will refund any portion of a premium payment that would cause the policy
to lose such qualification.

4.7 PREMIUM APPLICATION 
While any policy loan is outstanding, unless the owner requests otherwise,
premium payments will be applied as a payment to reduce the outstanding balance
of the loan, When such loan has been repaid, the balance of any premium payment
remaining after payment of the loan, plus any subsequent payments, will be
allocated as described in the following provision.

4.8 ALLOCATION OF PREMIUM 
The owner will determine the percentage of net premium that will be allocated to
each subaccount of the variable account and to the declared interest option. The
owner may choose to allocate all the net premium, a percentage or nothing to a
particular subaccount or to the declared interest option. Any allocation must be
for at least 10% of the net premium. A fractional percent may not be chosen.

   

Net premiums will be allocated to the declared interest option if they are 
received either before the date the company obtains a signed notice from the 
owner that the policy has been received, or before the end of 25-days after 
the delivery date.  Upon the earlier of (i) the date the company obtains a 
signed notice by the owner that the policy has been received, or (ii) 25 days 
after the delivery date, we will transfer part or all of the accumulated 
value in the declared interest option to the Subaccounts in accordance with 
the owner's allocation instructions.  Net premiums received on or after (i) 
or (ii) above will be allocated in accordance with the net premium allocation 
percentages shown in the application or the most recent written instructions 
of the owner.

    
The owner may change the allocation for future net premiums at any time, subject
to the following rules:
a)   the policy must be in force;
b)   there must be a net accumulated value;
c)   the change must be in writing on a form acceptable to us;
d)   the form must be signed by the owner; and
e)   the change will take effect on the business day on or next following the
     date we receive the signed form at our home office.

- --------------------------------------------------------------------------------
SECTION 5 - POLICY CHANGE
- --------------------------------------------------------------------------------

5.1 CHANGE OF SPECIFIED AMOUNT 
The owner may change the specified amount at any time after the policy has been
in effect for one policy year, subject to the following rules: 
a)   The change must be in writing on a form acceptable to us. 
b)   It must be signed by the owner. 
c)   The change will take effect on the monthly deduction day coinciding with or
     next following the date the request is approved by us.

                                          12
<PAGE>
d)  We will issue a new the policy data page for any change in specified 
amount.

5.2 SPECIFIED AMOUNT DECREASE
Any decrease in specified amount will reduce such amount in the following order:
a)   the specified amount provided by the most recent increase will be reduced;
     then
b)   the next most recent increases will be reduced in succession; and
c)   the initial specified amount will be reduced last.

A specified amount decrease will not reduce the surrender charge.

The total specified amount which remains in force after a requested decrease may
not be less than the minimum specified amount in effect for the policy on the
date of decrease, as published by us.

5.3 SPECIFIED AMOUNT INCREASE
In addition to the rules for change in specified amount, an increase in
specified amount is subject to the following:
a)   proof of insurability acceptable to us; and
b)   payment of the first month's cost of insurance or sufficient accumulated
     value for deduction of such cost of insurance.

5.4 CHANGE OF DEATH BENEFIT OPTION
The owner may request to change the death benefit option. The change will take
effect on the monthly deduction day coinciding with or next following the date
we approve the request.

If Option A is changed to Option B, the current specified amount will not
change.

If Option B is changed to Option A, the current specified amount will be reduced
by an amount equal to the accumulated value on the effective date of the change.

5.5 LIFE INSURANCE QUALIFICATION
If following a requested change of specified amount or a change of death benefit
option, this policy would no longer qualify as life insurance under federal tax
law, we will limit the change to an amount that would maintain such
qualification. The Company reserves the right to change the policy, in the event
of future changes in the federal tax law, to the extent required to maintain the
policy's qualification as life insurance under federal tax law.

- --------------------------------------------------------------------------------
SECTION 6 - VARIABLE ACCOUNT
- --------------------------------------------------------------------------------

6.1 VARIABLE ACCOUNT
We own the assets of the variable account. We will value the assets of the
variable account each business day. The assets of such account will be kept
separate from the assets of our general account and any other separate accounts.
Income, and realized and unrealized gains or losses from assets in the variable
account will be credited to or charged against such account without regard to
our other income, gains or losses.

That portion of the assets of the variable account which equals the reserves and
other policy liabilities of the policies which are supported by the variable
account will not be charged with liabilities arising from any other business we
conduct. We have the right to transfer to our general account any assets of the
variable account which are in excess of such reserves and other policy
liabilities.

While the variable account is registered with the SEC and thereby subject to SEC
rules and regulations, it is also subject to the laws of the State of Iowa which
regulate the operations of insurance companies incorporated in Iowa. The
investment policy of the variable account will not be changed without the
approval of the Insurance Commissioner of the State of Iowa. The approval
process is on file with the insurance commissioner of the state in which this
policy was delivered.

We also reserve the right to transfer assets of the variable account, which we
determine to be associated with the class of policies to which this policy
belongs, to another separate account. If this type of transfer is made, the term
"variable account," as used in this policy, shall then mean the variable account
to which the assets were transferred.

When permitted by law, we also reserve the right to:
a)   deregister the variable account under the Investment Company Act of 1940;
b)   manage the variable account under the direction of a committee;
c)   restrict or eliminate any voting rights of

                                          13
<PAGE>

     owners, or other persons who have voting rights as to the variable account;
     and
d)   combine the variable account with other separate accounts.

6.2 SUBACCOUNTS
The variable account is divided into subaccounts. The subaccounts are listed on
the policy data page. Subject to obtaining any approvals or consents required by
applicable law, we reserve the right to eliminate or combine any subaccounts and
the right to transfer the assets of one or more subaccounts to any other
subaccount. We also reserve the right to add new subaccounts and make such
subaccounts available to any class or series of policies as we deem appropriate.
Each new subaccount would invest in a new investment option of the Fund, or in
shares of another investment company. The owner will determine the percentage of
net premium that will be allocated to each subaccount in accordance with the
allocation of premium provision.

6.3 FUND INVESTMENT OPTIONS
The fund has several investment options each of which corresponds to one of the
subaccounts of the variable account. The investment options are listed on the
policy data page. Net premiums allocated to a subaccount will automatically be
invested in the fund investment option associated with that subaccount. The
owner will share only in the income, gains or losses of the investment option(s)
to which net premiums have been allocated through the subaccounts.

We have the right, subject to compliance with any applicable laws, to make:
a)   additions to;
b)   deletions from; or
c)   substitutions for 
the shares of a fund investment option that are held by the variable account 
or that the account may purchase.

We also reserve the right to dispose of the shares of a investment option of the
fund listed on the policy data page and to substitute shares of another
investment option of such fund or another mutual fund investment option, if:

a)   the shares of the investment option are no longer available for investment;
     or
b)   if in our judgment further investment in the investment option should
     become inappropriate in view of the purposes of the variable account.

In the event of any substitution or change, we may, by appropriate endorsement,
make such changes in this and other policies as may be necessary or appropriate
to reflect the substitution or change.

6.4 TRANSFERS
The owner may transfer all or part of the accumulated value among the
subaccounts of the variable account and between the subaccounts and the declared
interest option, subject to the following rules:

a)   The change must be in writing on a form acceptable to us.
b)   The form must be signed by the owner.
c)   The transfer will take effect as of the end of the valuation period during
     which we receive the signed form at our Home Office.
d)   The owner may transfer amounts among the subaccounts of the variable
     account an unlimited number of times in a policy year.
e)   The owner may transfer amounts between the declared interest option and the
     variable account only once in a policy year.
f)   The first transfer in each policy year will be made without a transfer
     charge. Thereafter, each time amounts are transferred a transfer charge
     will be imposed. This transfer charge is shown on the policy data page.
g)   The accumulated value on the date of the transfer will not be affected by
     the transfer except to the extent of the transfer charge. Unless paid in
     cash, the transfer charge will be deducted on a pro rata basis from the
     declared interest option and/or the subaccounts to which the transfer is
     made.
h)   The owner must transfer at least:
     (1)  a total of $100; or
     (2)  the total accumulated value in the subaccount or the total accumulated
          value in the declared interest option less any policy loan, if the
          total amount transferred is less than $100.

The following additional rules apply to transfers from the declared interest
option:
a)   The accumulated value in the declared interest option after a transfer from
     such option must at


                                          14
<PAGE>

     least equal the amount of all policy loans.
b)   No more than 50% of the net accumulated value in the declared interest
     option may be transferred unless the balance in the declared interest
     option after the transfer, would be less than $1,000. If the balance in
     the declared interest option would fall below $1,000, the full net
     accumulated value in the declared interest option may be transferred.

6.5 SPECIAL TRANSFER PRIVILEGE
The owner may transfer, at any time, all of the amounts in the subaccounts to
the declared interest option. This policy will then become one in which the
benefits do not vary with the investment performance of the variable account.
The owner must tell us this special transfer privilege is being exercised. We
will then waive the transfer charge. The owner may exercise this special
transfer privilege once per policy year.

If the owner exercises this special transfer privilege, we will automatically
credit all future premium payments to the declared interest option until the
owner requests a change in the allocation. At the time of the transfer, there is
no effect on the policy's death benefit, accumulated value, specified amount, or
net amount at risk, or on your premium class or attained age.

- --------------------------------------------------------------------------------
SECTION 7 - ACCUMULATED VALUE
BENEFITS
- --------------------------------------------------------------------------------

7.1 ACCUMULATED VALUE DETERMINATION
The accumulated value in the policy is equal to:
a)   the variable accumulated value; plus
b)   the declared interest option accumulated value.

7.2 NET ACCUMULATED VALUE DETERMINATION
The net accumulated value of this policy will be:
a)   the accumulated value; less
b)   the amount of any policy loan; less
c)   any policy loan interest due; plus 
d)   any unearned loan interest.

7.3 SURRENDER VALUE
The surrender value of this policy will be:
a)   the accumulated value; minus 
b)   the surrender charge.

7.4 NET SURRENDER VALUE
The net surrender value of this policy will be:
a)   the surrender value; minus
b)   any policy loan; minus
c)   any policy loan interest due; plus
d)   any unearned loan interest.

7.5 VARIABLE ACCUMULATED VALUE
On the business day on or next following the day we receive notice that the
owner has received and accepted the policy, the variable accumulated value is
the total amount of net premium, if any, credited to the subaccounts of the
variable account, minus the monthly deduction applicable to those subaccounts if
the net premium is allocated on a monthly deduction day. After such date, the
policy's variable accumulated value is equal to the sum of the policy's
accumulated value in each subaccount. The accumulated value in a subaccount is
equal to a) multiplied by b) where:

a)   is the current number of account units; and
b)   is the current unit value.

The variable accumulated value will vary from business day to business day
reflecting changes in a) and b) above.

7.6 ACCOUNT UNITS
When transactions are made which affect the variable accumulated value, dollar
amounts are converted to account units. The number of account units for a
transaction is found by dividing the dollar amount of the transaction by the
current unit value.

The number of account units for a subaccount
increases when:
a)   net premiums are credited to that subaccount; or
b)   transfers from the declared interest option or other subaccounts are
     credited to that subaccount.

The number of account units for a subaccount
decreases when:
a)   the owner takes out a policy loan from that subaccount;
b)   the owner makes a surrender or partial withdrawal from that subaccount;
c)   we take a portion of the monthly deduction from that subaccount; or
d)   transfers are made from that subaccount to the declared interest option or
     other subaccounts.

7.7 UNIT VALUE


                                          15
<PAGE>
The unit value for each subaccount was set initially at $10.00 when the
subaccounts first purchased fund shares.  The unit value for each subsequent
valuation period is calculated by dividing a) by b), where:
a)   is:
     (1)  the net asset value of the net assets of the subaccount at the end of
          the preceding valuation period; plus
     (2)  the investment income and capital gains, realized or unrealized,
          credited to the net assets of that subaccount during the valuation
          period for which the unit value is being determined; minus
     (3)  the capital losses, realized or unrealized, charged against those net
          assets during the valuation period; minus
     (4)  any amount charged against the subaccount for taxes, or any amount set
          aside during the valuation period by the Company as a provision for
          taxes attributable to the operation or maintenance of that subaccount;
          minus
     (5)  the mortality and expense risk charge shown on the policy data page.
          This charge may go up or down but will never exceed 0.0028618% of the
          daily net assets in that subaccount for each day in the valuation
          period. The maximum charge corresponds to a charge of 1.05% per year
          of the average daily net assets of the subaccount for mortality and
          expense risks.
b)   is the number of units outstanding at the end of the preceding valuation
     period.

The unit value for a valuation period applies for each day in the period. We
will value the net assets in each subaccount at their fair market value in
accordance with accepted accounting practices and applicable laws and
regulations.

7.8 DECLARED INTEREST OPTION ACCUMULATED VALUE
The declared interest option accumulated value as of the policy date is the net
premium credited to the declared interest option as of that date minus the
monthly deduction applicable to the declared interest option for the first
policy month.

After the policy date, the declared interest option accumulated value is
computed as a) + b) + c) + d) - e) -f), where:

a)   is the declared interest option value on the preceding monthly deduction
     day plus any interest from the preceding monthly deduction day to the date
     of calculation;

b)   is the total of net premiums credited to the declared interest option since
     the preceding monthly deduction day, plus interest from the date premiums
     are credited to the date of calculation;

c)   is the total of the transfers from the variable account to the declared
     interest option since the preceding monthly deduction day, plus interest
     from the date of transfer to the date of calculation;

d)   is the total amount transferred from the variable account to the declared
     interest option to secure policy loans since the preceding monthly
     deduction day, plus interest from the date of transfer to the date of
     calculation;

e)   is the total of the transfers to the variable account from the declared
     interest option since the preceding monthly deduction day, plus interest
     from the date of transfer to the date of the calculation; and

f)   is the total of surrenders or partial withdrawals from the declared
     interest option since the preceding monthly deduction day, plus interest
     from the date of surrender to the date of calculation.

If the date of calculation is a monthly deduction day, we also reduce the
declared interest option accumulated value by the applicable monthly deduction
for the policy month following the monthly deduction day.

7.9 DECLARED INTEREST OPTION INTEREST
The minimum interest rate applied to the declared interest option accumulated
value is an effective rate of 4.00% per year. Interest in excess of the minimum
rate may be applied. The amount of the excess interest and the manner in which
it is determined will be set by us.

The interest credited on the portion of the declared interest option accumulated
value which equals any policy loan will be equal to the greater of 4.00% or:
a)   the current effective loan interest rate; minus
b)   no more than 3.00%.

Interest will be credited to the declared interest

                                          16
<PAGE>

option accumulated value on each monthly deduction day.

7.10 MONTHLY DEDUCTION
The monthly deduction is a charge made each monthly deduction day from the
declared interest option accumulated value and the variable accumulated value on
a proportionate basis as of the close of business on the monthly deduction day.
For the purpose of determining the proportion of the deduction, the declared
interest option accumulated value is reduced by the amount of any policy loans.
We make the deduction from each subaccount of the variable account based on each
subaccount's proportional percentage of the variable accumulated value.

The monthly deduction for a policy month will be computed as a) plus b) plus c)
plus d) plus e), where:
a)   is the cost of insurance as described in the cost of insurance provision;
b)   is the charge for all additional benefit riders attached to this policy;
c)   is the monthly policy expense charge shown on the policy data page. This
     amount may go up or down, but is guaranteed never to exceed $7; and
d)   is the first year monthly per $1,000 charge shown on the policy data page.
     This charge may go up or down, but is guaranteed not to exceed $0.07 per
     $1,000.

     This charge will be deducted for 12 months following issue of this 
     policy and during the 12 months following the effective date of an 
     increase in the specified amount.  Should this policy lapse and later be 
     reinstated, to the extent that the monthly per $1,000 charge was not 
     deducted for a total of twelve policy months prior to lapse, the charges 
     will continue to be deducted following reinstatement of the policy until 
     such charge has been assessed, both before and after the lapse, for a 
     total of 12 policy months.

e)   is the first year monthly policy expense charge shown on the policy data
     page. This amount may go up or down, but is guaranteed never to exceed $7
     per month.

7.11 COST OF INSURANCE
If the owner chooses death benefit option B, the cost of insurance is computed
as a) multiplied by the result of b) minus c). If death benefit option A is
chosen, the cost of insurance is computed as a) multiplied by b). In either
case:
a)   is the cost of insurance rate as described in the cost of insurance rate
     provisions, divided by 1000;
b)   is the specified amount as described in the death benefit provisions as of
     the close of business on the monthly deduction day, divided by 1.0032737;
     and
c)   is the accumulated value as of the close of business on the monthly
     deduction day.

The cost of insurance is determined separately for the initial specified amount
and any increases made later.  If the premium class for the initial specified
amount is different from that of any increases, the accumulated value will first
be considered a part of the initial specified amount.  If the accumulated value
as of the close of business on the monthly deduction day exceeds the initial
specified amount, it will be considered to be a part of any increase in the
specified amount in the same order as the increases occurred.

7.12 COST OF INSURANCE RATE
The cost of insurance rate is subject to the following rules:
a)   The rate for the initial specified amount is based on your sex, premium
     class and attained age. For any increase in the specified amount, age will
     be determined from your age as of your last birthdate on the effective date
     of the increase.
b)   The monthly rates will be determined by us based on our expectation as to
     future mortality experience.
c)   If we change the rates, we will change them for everyone in your premium
     class.
d)   The monthly guaranteed rates shown on the policy data page are based on the
     1980 Commissioners' Standard Ordinary Smoker and Nonsmoker Mortality Table.
     The monthly rate will never be more than the rates shown on the policy data
     page.

7.13 BASIS OF VALUES
All reserves for the policy are based on the Commissioners' 1980 Standard
Ordinary Smoker and Non-Smoker Mortality Table with interest at the rate shown
on the policy data page.

All of the values are the same or more than the minimums set by the laws of the
state where the policy is delivered. We have filed a detailed


                                          17
<PAGE>

statement of the way these values are determined with the insurance department
in that state. It shows the figures and methods used.

7.14 SURRENDER
While you live and prior to the maturity date, the owner may surrender the 
policy subject to the following rules:
a)   The request must be in writing to us.
b)   The amount of any such surrender may be paid in cash or we will apply
     part or all of it under a payment option.
c)   We have the right to defer payment of a surrender from the declared
     interest option for up to 6 months.
d)   A surrender charge may apply. If the surrender charge is not paid in
     cash, such charge will be deducted from the amount surrendered.
e)   Upon surrender, all insurance in force will terminate.

7.15 WAIVER OF SURRENDER CHARGE

The owner may make a surrender of this policy without incurring a surrender 
charge if the insured becomes eligible for waiver of the surrender charge.

The waiver of the surrender charge is subject to the following rules:

a)   We must receive a written request on our form signed by the owner.
b)   The policy must be in force or not providing benefits under any payment
     option.
c)   Proof must be provided that the conditions of eligibility requirements for
     waiver of the surrender charge have been met, including an attending
     physician's statement and any other proof we may require. We reserve
     the right to seek a second medical opinion or have an examination
     performed at our expense by a physician we choose.
e)   The insured must become eligible for waiver of surrender charge after
     the first policy year ends.

7.16 PARTIAL WITHDRAWAL

   

While you live and prior to the maturity date, the owner may obtain a partial 
withdrawal of the net surrender value, subject to the following rules:
a)   The amount of any partial withdrawal must be at least $500 and may not
     exceed the lesser of:
          (1) the net surrender value less $500; or 
          (2) 90% of the net surrender value.

    

b)   The death benefit will be reduced as a result of any partial withdrawal.
c)   At the time of the partial withdrawal, if the death benefit option in
     effect is:
     (1) Option A: there will be no effect on the specified amount.
     (2) Option B: the specified amount will be reduced by the amount of
         accumulated value surrendered.
d)   The specified amount remaining in force after a partial withdrawal may not
     be less than the minimum specified amount for the policy in effect on the
     date of the partial withdrawal, as published by the Company.
e)   The accumulated value will be reduced by the amount of any partial
     withdrawal and any partial withdrawal fee. The owner may tell us how to
     allocate a partial withdrawal among the subaccounts and the declared
     interest option. If the owner does not so instruct, we will allocate
     the partial withdrawal among the subaccounts and the declared interest
     option in the same proportion that the accumulated value in each of the
     subaccounts and the accumulated value of the declared interest option
     reduced by any outstanding policy loans bears to the total accumulated
     value reduced by any outstanding policy loans on the date we receive
     the request.

7.17 USE OF PAYMENT OPTION
If all of the accumulated value is applied under payment option 2, 3, 4 or 5, 
the surrender charge will be reduced as follows:
a)   if option 3 or 5 is used, the surrender charge will be zero; or
b)   if option 2 or 4 is used, the surrender charge will be applied, however,
     the surrender charge will be determined by adding the fixed number of years
     for which payment will be made to the Surrender Date shown on the Policy
     Data Page.

7.18 DELAY OF PAYMENT
Proceeds from surrenders, partial withdrawals, and policy loans will usually 
be mailed to the owner within seven days after the owner's signed request is 
received in our home office. We will usually mail any death claim proceeds 
within seven days after we receive due proof of death. We will usually mail 
the maturity proceeds within seven days after the maturity date. We have the 
right to delay any payment whenever:


                                          18
<PAGE>

a)   the New York Stock Exchange is closed other than on customary weekend and a
     holiday closing;
b)   trading on the New York Stock Exchange is restricted as determined by
     the SEC;
c)   the SEC, by order, permits postponement for the protection of policyowners;
d)   as a result of an emergency, as determined by the SEC, it is not reasonably
     possible to dispose of securities; or
e)   it is not reasonably possible to determine the value of the net assets of
     the variable account.

We have the right to defer payment which is derived from any amount paid to 
us by check or draft until we are satisfied the check or draft has been paid 
by the bank on which it is drawn.

We also have the right to delay making a surrender, partial withdrawal, or 
policy loan from the declared interest option for up to six months from the 
date we receive the owner's request.

7.19 CONTINUANCE OF INSURANCE
The insurance under this policy will continue until the earlier of:
a)   the end of any grace period during which a required premium payment is
     not made;
b)   the date the owner surrenders this policy for its entire net accumulated
     value;
c)   the date of your death; or
d)   the date the policy matures.

This provision will not continue the policy beyond the maturity date or continue
any rider beyond its termination date as specified in the rider.

7.20 ANNUAL REPORT
At least once each year we will send a report, without charge, to the owner 
which shows:
a)   all premiums paid and charges made since the last report;
b)   the current accumulated value including the value in each subaccount and
     the declared interest option;
c)   any partial withdrawals since the last report;
d)   any policy loans; and
c)   the current death benefit.

An illustrative report will be sent to the owner upon request. A fee may be 
charged for this report.

- --------------------------------------------------------------------------------
SECTION 8 - POLICY LOANS
- --------------------------------------------------------------------------------

8.1 CASH LOAN
The owner may obtain a cash loan at any time on the sole security of this 
policy, if:
a)   the policy is in force;
b)   there is a net surrender value.

We have the right to delay making a policy loan from the declared interest
option for up to six months from the date we receive the owner's request.

8.2 LOAN VALUE
The total of all loans may not exceed 90% of the net surrender value as of the
date of the most recent loan. For any loan that is made we will deduct interest
in advance on the requested loan to the next policy anniversary.

8.3 LOAN INTEREST
The loan interest rate is an annual rate. We may change this rate at the
beginning of each policy year. The annual loan interest is to be paid in advance
on each policy anniversary. Interest not paid when due will be added to the loan
and will bear interest at the same rate. Any change in the interest rate will
apply to any existing or new policy loans on this policy.

The maximum annual loan interest rate will be the higher of:
a)   The Published Monthly Average of the Composite Yield on Seasoned Corporate
     Bonds as published by Moody's Investors Service, Inc. or any successor
     thereto, for the calendar month ending two months before the date on which
     the rate is determined; or 
b)   5.50%; but it will never exceed the usury rate, if applicable.

If the Monthly Average is no longer published, we will use a substantially
similar average which will be substituted by the insurance supervisory official
of the state in which this policy was delivered.

We will not make a change of less than 0.5% in this policy's loan interest rate.
We will inform you of the loan interest rate at the time a loan is made. Notice
of any loan interest rate change on existing loans will be made in advance of
the policy anniversary on which the change becomes effective.

                                          19

<PAGE>

8.4 LOAN ALLOCATION
When the owner takes out a policy loan, an amount equal to the loan will be
segregated within the declared interest option as security for the loan. Amounts
held as security for the loan will first be allocated to the accumulated value
in the declared interest option. If the accumulated value in the declared
interest option less any existing policy loan is not sufficient to cover the
amount of the policy loan, the balance necessary will be transferred from the
subaccounts on a proportional basis. This transfer is not treated as a transfer
for the purpose of the transfer charge or the limit of one transfer in a policy
year.

A transfer will also be made from the subaccounts on a proportional basis for
any due and unpaid loan interest if the accumulated value in the declared
interest option is not sufficient to cover such interest.

8.5 LOAN REPAYMENT 
All or part of any policy loan may be repaid at any time while the policy is
still in force. Loan amounts repaid will be allocated to the declared interest
option. The portion of the accumulated value in the declared interest option
securing the repaid portion of the loan will no longer be segregated within the
declared interest option as security for the loan, but will remain in the
declared interest option until transferred to the subaccounts by the owner.

Any outstanding policy loans will be deducted from the proceeds at death,
maturity or surrender.

- --------------------------------------------------------------------------------
SECTION 9 - PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------

9.1 CHOICE OF OPTIONS 
The owner may choose to have the proceeds of this policy paid under a payment
option. After your death, the beneficiary may choose an option if the owner had
not done so before your death. If no payment option is chosen, we will pay the
proceeds of this policy in one sum. We may also fulfill our obligation under
this policy by paying the proceeds in one sum if: 
a)   the proceeds are less than $2,000;
b)   periodic payments become less than $20; or 
c)   the payee is an assignee, estate, trustee,
     partnership, corporation, or association.

9.2 PAYMENT OPTIONS 
The choice of payment options are:
     1)   INTEREST INCOME -- The proceeds will be left with us to earn interest.
          The interest will be paid every 1, 3, 6 or 12 months as the payee
          chooses. The rate of interest will be determined by us. The payee may
          withdraw all or part of the proceeds at any time.

     2)   INCOME FOR FIXED TERM -- The proceeds will be paid out in equal
          installments for a fixed term of years.

     3)   LIFE INCOME WITH TERM CERTAIN -- The proceeds will be paid out in
          equal installments for as long as the payee lives, but for not less
          than a term certain. The owner or payee may choose one of the terms
          certain shown in the payment option tables.

     4)   INCOME FOR FIXED AMOUNT -- The proceeds will be paid out in equal
          installments of a specified amount. The payments will continue until
          all proceeds plus interest have been paid out.

     5)   JOINT AND TWO-THIRDS TO SURVIVOR MONTHLY LIFE INCOME -- The proceeds
          will be paid out in equal monthly installments for as long as two
          joint payees live. When one payee dies, installments of two-thirds of
          the first installment will be paid to the surviving payee. Payments
          will stop when the surviving payee dies.

The proceeds may be paid in any other manner requested and agreed to by us, or
under any other payment options made available by the Company.

9.3 INTEREST AND MORTALITY 
Proceeds applied under a payment option no longer earn interest at the rate
applied to the declared interest option or participate in the investment
experience of the variable account. The minimum interest rate used in computing
any payment option is 3% per year. Higher interest rates may be used on the
effective date of the payment contract. We may at any time declare additional
interest on these funds. The amount of additional interest and how it is
determined will be set by us.

The mortality table which is used for options 3) and 5) is the "1983 Table a"
individual annuity mortality table.

                                          20

<PAGE>

9.4 REQUIREMENTS
For the owner to choose or change a payment option:
a)   this contract must be in force;
b)   the request must be in writing to us at our
     home office; and
c)   any prior option must be canceled.

After your death, and before this contract is settled, for a beneficiary to 
choose or change a payment option:
a)   a prior option by the owner cannot be in effect,
b)   the request must be in writing to us at our
     home office; and
c)   any prior option must be canceled.

9.5 EFFECTIVE DATE 
If a payment option has been chosen by the owner, it is effective on the date
the proceeds of this policy are due. If a beneficiary chooses a payment option,
it is effective on the date of election. The first payment under options 2, 3,
4, or 5 is due on the effective date. The first payment under payment option 1
is due at the end of the period chosen.

9.6 DEATH OF PAYEE 
If a payee dies, any remaining payments will be paid to a contingent payee. If
no payee survives, we will pay the commuted value of any remaining payments to
the last payee's estate.

9.7 WITHDRAWAL OF PROCEEDS 
The payee may not withdraw the funds under a payment option unless agreed to in
the payment contract. We have the right to defer a withdrawal for up to 6
months. We may also refuse to allow partial withdrawals of less than $250.

9.8 CLAIMS OF CREDITORS 
Payments under any payment option will be exempt from the claims of creditors
to the maximum extent allowed by law. 

                                          21

<PAGE>
Payment Option Tables
(Per $1,000 of proceeds)


- --------------------------------------------------------------------------------
                           Option 2 - Income for Fixed Term
                         Installments per $1,000 of Proceeds
- --------------------------------------------------------------------------------
Number of
  Years                                Annual                        Monthly
- ---------                            -----------                  ------------
    5                                    211.99                        17.91
   10                                    113.82                         9.61
   15                                     81.33                         6.87
   20                                     65.26                         5.51
   25                                     55.76                         4.71
   30                                     49.53                         4.18
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                            Guaranteed Settlement Option 5
                 Joint and Two-thirds to Survivor Monthly Life Income
                     Monthly Installments per $1,000 of Proceeds
- --------------------------------------------------------------------------------
                                        Female Age
Male
Age          55              60              62              65            70
- ------   -----------------------------------------------------------------------
60           4.44            4.71            4.82            5.01          5.34
62           4.53            4.81            4.93            5.13          5.50
65           4.65            4.97            5.11            5.33          5.75
70           4.88            5.24            5.41            5.68          6.20
75           5.11            5.52            5.71            6.04          6.68
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                            GURANTEED SETTLEMENT OPTION 3
                            LIFE INCOME WITH TERM CERTAIN
                       MONTHLY INSTALLMENTS PER $1,000 PROCEEDS
- --------------------------------------------------------------------------------
                   MALE                                  FEMALE
- --------------------------------------------------------------------------------
                  YEARS CERTAIN                        YEARS CERTAIN

Age    0        5     10      15     20       0      5      10     15      20
- ---  ------------------------------------  -------------------------------------
55   $4.70    4.68   4.62    4.53   4.39    4.25   4.25    4.22   4.18    4.11
56    4.80    4.78   4.72    4.61   4.45    4.34   4.33    4.30   4.25    4.17
57    4.91    4.89   4.82    4.69   4.51    4.42   4.41    4.38   4.32    4.23
58    5.03    5.00   4.92    4.78   4.58    4.52   4.50    4.47   4.40    4.30
59    5.15    5.12   5.03    4.87   4.64    4.61   4.60    4.56   4.48    4.37
60    5.28    5.25   5.14    4.96   4.71    4.72   4.70    4.66   4.57    4.44
- ---  ------------------------------------  -------------------------------------
61    5.42    5.39   5.26    5.06   4.78    4.83   4.81    4.76   4.66    4.51
62    5.57    5.53   5.39    5.16   4.84    4.95   4.93    4.86   4.75    4.58
63    5.74    5.69   5.52    5.26   4.90    5.07   5.05    4.98   4.85    4.65
64    5.91    5.85   5.66    5.36   4.96    5.21   5.18    5.10   4.95    4.72
65    6.10    6.03   5.81    5.46   5.02    5.35   5.32    5.22   5.05    4.79
- ---  ------------------------------------  -------------------------------------
66    6.29    6.21   5.96    5.56   5.08    5.51   5.47    5.36   5.16    4.86
67    6.50    6.41   6.11    5.66   5.13    5.67   5.63    5.50   5.26    4.93
68    6.73    6.62   6.28    5.76   5.18    5.85   5.80    5.65   5.37    5.00
69    6.97    6.84   6.44    5.86   5.23    6.04   5.98    5.80   5.49    5.06
70    7.23    7.07   6.61    5.96   5.27    6.25   6.18    5.96   5.60    5.12
- ---  ------------------------------------  -------------------------------------
71    7.51    7.32   6.78    6.05   5.31    6.47   6.39    6.14   5.71    5.18
72    7.80    7.58   6.96    6.14   5.34    6.71   6.62    6.31   5.83    5.23
73    8.12    7.85   7.14    6.23   5.37    6.97   6.86    6.50   5.94    5.28
74    8.45    8.14   7.32    6.31   5.40    7.26   7.12    6.69   6.04    5.32
75    8.82    8.44   7.49    6.38   5.42    7.56   7.39    6.89   6.14    5.35
- --------------------------------------------------------------------------------

                                          22

<PAGE>


               NON-PARTICIPATING
               FLEXIBLE PREMIUM VARIABLE
               LIFE INSURANCE POLICY

   

               If you have any questions concerning this policy or if anyone
               suggests that you change or replace this policy, please contact
               your American Equity Investment Life agent or our administrative
               office. (888-349-4650)

    

   

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
ADMINISTRATIVE OFFICE:
5400 UNIVERSITY AVENUE                              
WEST DES MOINES, IOWA 50266-5997                    

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

<PAGE>

   

                 AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
                                ADMINISTRATIVE OFFICE
             5400 UNIVERSITY AVENUE, WEST DES MOINES, IOWA 50266-5997

    

                               WAIVER OF CHARGES RIDER

              This rider is part of the policy to which it is attached.

- --------------------------------------------------------------------------------
SECTION 1 - DEFINITIONS
- --------------------------------------------------------------------------------

1.1 YOU OR YOUR
means the person whose life is insured under the policy.

1.2 EFFECTIVE DATE
means the date shown for this rider on the policy data page of the policy.

1.3 TOTAL DISABILITY
means continuous total disability caused by injury or sickness which:

a)   starts after the effective date of this rider and while this rider is in 
     force;

b)   starts before the policy anniversary on which you are age 65 while this
     rider is in force; and

c)   prevents you from engaging in the substantial and material duties of an
     occupation:

     i)   For the first 24 months of such total disability, occupation means
          your occupation at the time such total disability began.

     ii)  After 24 months of such total disability, occupation means any gainful
          occupation for which you are reasonably fitted by education, training 
          or experience.

To be considered disabled you must be under the care of a physician and 
receiving appropriate treatment.  You will not be considered totally disabled 
for any period during which you are engaged in any occupation for wage or 
profit or for any period that you are not under the care of a physician. 

1.4 WAITING PERIOD
means the number of days at the beginning of a period of total disability before
benefit payments begin.

1.5 COMPLICATIONS OF PREGNANCY 
mean conditions whose diagnoses are distinct from normal pregnancy but are 
adversely affected by pregnancy or are caused by pregnancy. These include, 
but are not limited to acute nephritis, cardiac decompensation, toxemia, 
eclampsia, non-elective abortion, caesarean section and ectopic pregnancy 
which is terminated.

Complications of pregnancy do not include false labor, occasional spotting, rest
prescribed by a doctor, morning sickness, pre-eclampsia, or similar conditions
which make a pregnancy difficult but do not constitute a medically distinct
pregnancy complication. Elective induced abortion is also not a complication of
pregnancy.

- --------------------------------------------------------------------------------
SECTION 2 - THE CONTRACT
- --------------------------------------------------------------------------------

2.1 DISABILITY BENEFIT
We will waive the payment of monthly deductions under the policy during your
continuous total disability:

a)   if the policy and this rider are in force on the date you become totally
     disabled with all monthly deductions are paid;

b)   upon receipt by us of due proof of your total disability;

c)   after a 90 day period; and

d)   subject to the terms and conditions of the policy and this rider.

2.2 AMOUNTS TO BE WAIVED

The waiting period begins on the date that you become totally disabled. 
Monthly deductions falling due after the waiting period will be waived during 
the insured's continuous total disability. After the waiting period is 
satisfied, monthly deductions that were due and paid during the waiting 
period will be refunded. Monthly deductions are waived until total disability 
ends.  If a monthly deduction is in default, benefits will be allowed if:

a)   your total disability began before the due date or during the grace period
     of the monthly deduction in default;

b)   notice of claim was given within one year after such due date; and


<PAGE>

c)   the first monthly deduction in default is paid with interest not to exceed
     6% per year if your total disability began during the grace period of such
     monthly deduction.

2.3 CLAIM PROCEDURES
Before any monthly deduction is waived, written notice of claim and proof of
total disability must be received by us:
a)   while you live;

b)   while your total disability continues; and

c)   no later than one year after this rider terminates.

Waiver of any monthly deduction will be subject to the following rules:

a)   We may require a medical examination by a physician of our choice, at our
     expense.

b)   If you fail to give us notice and proof of your total disability on time,
     your rights to benefits will not be impaired if you prove you complied as
     soon as reasonably possible.

2.4 PROOF OF CONTINUING DISABILITY
You must furnish proof, as often as we request, that your total disability
continues.  We may require a medical examination by a physician of our choice,
at our expense, as part of such proof.

2.5 RISKS NOT ASSUMED
No monthly deduction will be waived if your disability results from:

a)   suicide or any attempt at suicide, whether sane or insane, or any
     intentionally self-inflicted injury;

b)   war or any act of war, whether declared or undeclared;

c)   committing or trying to commit a felonious act;

d)   service while a member of any armed forces; or

e)   pregnancy or childbirth except complications of pregnancy.

2.6 TERMINATION

All rights and benefits under this rider will terminate on the earliest of:

a)   the policy anniversary on which you are age 65 (but this will not affect a
     claim which began before such date);

b)   the owner requests that the policy or this rider be cancelled;

c)   the grace period specified in the policy ends without payment of the
     monthly deductions, except as provided in the amounts to be waived
     provision;

d)   the continuation of the policy in force under a cash value option; or

e)   conversion, expiry, maturity or termination of the policy.

2.7 POLICY PROVISIONS APPLY
The incontestable clause and cash value benefits provision of the policy, if
any, will not apply to this rider. All other provisions of the policy not in
conflict with this rider will apply to this rider.  In the event of a conflict
between the provisions of the policy and this rider, the provisions of this
rider will prevail.

- --------------------------------------------------------------------------------
SECTION 3 - MONTHLY DEDUCTIONS AND
REINSTATEMENT
- --------------------------------------------------------------------------------
3.1 MONTHLY DEDUCTIONS
The table of percentages of monthly deductions for this rider as shown herein
are to be deducted on the same dates, in the same manner, and under the same
conditions as monthly deductions for the policy to which this rider is attached.
Monthly deductions for this rider are due until this rider terminates. The
monthly deductions for this rider are based on your attained age at the
beginning of each policy year. Any monthly deductions deducted after
termination, as provided in this rider, will not continue this rider in force
and will be refunded. The table on the following page shows the monthly
deduction as a percentage of the cost of insurance and charges for all
additional benefit riders attached to this policy

3.2 REINSTATEMENT
This rider may be reinstated along with the policy subject to the requirements
of the policy and the following:

a)   You must provide proof of your good health and insurability satisfactory to
     us.

b)   All unpaid monthly deductions must be paid with interest. We will set the
     interest rate, but it will not exceed 6% per year.

   

     /s/ D. J. Noble
           President

    

<PAGE>

                               TABLE OF PERCENTAGES OF
                       MONTHLY DEDUCTIONS FOR WAIVER OF CHARGES
                               FOR STANDARD RATE CLASS
         (APPLIES ONLY IF WAIVER OF CHARGES RIDER IS ATTACHED TO THE POLICY.
     FOR SUBSTANDARD CLASSES TAKE RATING ON POLICY DATA PAGE TIMES THE PREMIUM
OBTAINED BY USING PERCENTAGES BELOW.)
 
<TABLE>
<CAPTION>

        Male         Male         Female      Female                     Male          Male        Female       Female
        Non-                       Non-                                   Non-                      Non-
        Tobacco     Tobacco      Tobacco       Tobacco                   Tobacco      Tobacco     Tobacco      Tobacco
Age      Rate         Rate        Rate         Rate          Age         Rate          Rate        Rate          Rate
<S>     <C>          <C>          <C>         <C>            <C>         <C>          <C>         <C>          <C>
18       4.6%         6.1%         9.3%        12.6%          42          6.5%         8.9%        11.3%        15.4%
19       4.6          6.1          9.3         12.6           43          6.9          9.3         11.5         15.6
20       4.6          6.1          9.3         12.6           44          7.2          9.7         11.8         16.1
21       4.6          6.1          9.3         12.6           45          7.5         10.1         12.2         16.6
22       4.6          6.1          9.3         12.6           46          7.8         10.5         12.6         17.0
23       4.6          6.1          9.3         12.6           47          8.1         10.9         12.9         17.6
24       4.6          6.1          9.3         12.6           48          8.4         11.3         13.3         18.1
25       4.6          6.1          9.3         12.6           49          8.7         11.8         13.7         18.6
26       4.8          6.5          9.3         12.6           50          9.1         12.2         14.1         19.2
27       4.8          6.5          9.3         12.8           51          9.4         12.7         14.6         19.8
28       4.8          6.5          9.5         13.0           52          9.8         13.2         15.0         20.4
29       4.8          6.5          9.5         13.0           53         10.2         13.8         15.5         21.0
30       4.8          6.5          9.8         13.2           54         10.6         14.3         15.9         21.6
31       5.0          6.7          9.8         13.2           55         11.0         14.9         16.4         22.2
32       5.0          6.7          9.8         13.2           56         11.5         15.5         16.9         22.9
33       5.2          6.9         10.2         13.7           57         11.9         16.1         17.4         23.6
34       5.2          7.2         10.2         13.7           58         12.4         16.7         17.9         24.3
35       5.4          7.4         10.2         13.7           59         12.9         17.4         18.5         25.0
36       5.4          7.4         10.2         13.9           60         13.4         18.1         19.0         25.8
37       5.6          7.6         10.2         13.9           61         14.0         18.8         19.6         26.6
38       5.6          7.6         10.4         14.1           62         14.5         19.6         20.2         27.4
39       6.1          8.0         10.6         14.3           63         15.1         20.4         20.8         28.2
40       6.1          8.0         10.8         14.5           64         15.7         21.2         21.4         29.0
41       6.1          8.5         11.1         14.7       

</TABLE>

<PAGE>


   

                   AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
                                 ADMINISTRATIVE OFFICE
               5400 UNIVERSITY AVENUE, WEST DES MOINES, IOWA 50266-5997

    

                                 LIVING BENEFIT RIDER

             This rider is a part of the policy to which it is attached.

- --------------------------------------------------------------------------------
SECTION 1 - DEFINITIONS
- --------------------------------------------------------------------------------

1.1 YOU OR YOUR
means the person whose life is insured under the policy.

1.2 POLICY BENEFIT
means the amount of death benefits we would pay to your beneficiaries upon your
death if this endorsement were not a part of the policy. It includes:

a)   the death benefit of the policy;

b)   any insurance provided by paid-up additions;

c)   the amount of any one-year term insurance purchased with dividends; and

d)   the face amount of any term insurance riders which cover you and are
     attached to the policy.

It does not include the amount of any accidental death benefit rider that may be
attached to the policy or any death benefit from any rider that covers another
person or another family member.

1.3 LIVING BENEFIT
means the portion of the policy benefit we will pay the owner under this
endorsement if we receive proof that the insured is eligible for such benefit.

1.4 TERMINALLY ILL
means having a life expectancy of 12 months or less as certified by a physician.

1.5 PHYSICIAN
means a licensed medical practitioner performing within the scope of his/her
license. Such person must be someone other than you, the owner, or a member of
the immediate family of either you or the owner.

- --------------------------------------------------------------------------------
SECTION 2 - GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.1 LIVING BENEFIT PAYMENT
We will pay a living benefit in a lump sum to the owner if you are terminally
ill. We may make payments other than as a lump sum in any manner requested by
the owner and agreed to by us, except an option involving life contingencies.

2.2 AMOUNT OF LIVING BENEFIT
The maximum amount you may request for a living benefit is the lessor of:

a)   the policy benefit; or

b)   $250,000.

The $250,000 maximum will be applied in sum to all the policies under which you
are insured with us.

The amount requested for the living benefit will be adjusted as follows:
a)   A 12 month discount will be applied which reflects the early payment of
     amounts held under your policy. The discount will be based on the policy's
     loan interest rate. If a loan interest rate provision is not included in
     your policy, the discount will be based on an annual interest rate of 7.40%
     in advance. The policy's loan interest rate will be multiplied by the
     benefit amount to determine the amount of discount.

b)   If there is an existing policy loan on your policy on the date you request
     a living benefit, the living benefit payment will be reduced. The purpose
     of this reduction is to repay a portion of the policy loan. The deduction
     will be computed as follows:

Amount of Reduction = Existing Policy Loan X Requested Portion Of Policy Benefit
                      ----------------------------------------------------------
                      Policy Benefit
                      

The actual amount of living benefit paid to the owner will be equal to the
requested amount minus the 12 month discount and the reduction for existing
policy loans. This is the living benefit payment.


<PAGE>

If the requested amount of living benefit is less than the policy benefit, the
policy will remain in force.  To remain in force, the face amount of the policy
after the living benefit has been paid must be greater than or equal to the
minimum issue limits for the plan of insurance on the date of the living benefit
request.  The premiums due under the policy, all remaining values and policy
benefits will be reduced proportionately.

2.3 BENEFIT CONDITIONS


Payment of the living benefit is subject to the following rules:

a)   We must receive a written request on our form signed by you and the owner.

b)   The policy must be in force other than as extended term insurance.

c)   The policy or an eligible term rider must not be within five years of
     expiration or endowment at the time a living benefit is requested.

d)   The living benefit is not available for any last
     survivor life insurance policy.

e)   If there is an irrevocable beneficiary or assignee, they must consent in
     writing to payment of the benefit.

f)   We reserve the right to require you or any beneficiary, a spouse, assignee,
     or any other party in interest to consent to the payment of the living
     benefit if, in our discretion, such agreement is needed to protect our
     interests.

g)   Your policy is not eligible for this benefit if:

     i)   you or the owner are required by law to use this endorsement to meet
          the claims of creditors, whether in bankruptcy or otherwise; or

     ii)  you are required by a government agency to use this endorsement to
          apply for, obtain, or keep a government benefit or entitlement.

h)   You must provide proof that you meet conditions under the living benefit
     provision, including an attending physician's statement and any other proof
     we may require. We reserve the right to seek a second medical opinion or
     have you examined at our expense by a physician we choose.

2.4 TERMINATION
All rights and benefits under this endorsement will end when any one of the
following events occurs:

a)   the owner requests that the policy or this rider be cancelled;

b)   the grace period ends without payment of the premium; or

c)   conversion, expiry, maturity or termination of the policy.

2.5 POLICY PROVISIONS APPLY
The policy is modified to add the provisions of this rider. All provisions of
the policy not in conflict with this rider will apply to this rider. In the
event of a conflict between the provisions of the policy and this rider, the
provisions of the rider will prevail.


   

/s/ D. J. Noble
President

    

<PAGE>

   

                AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
                              ADMINISTRATIVE OFFICE
            5400 UNIVERSITY AVENUE, WEST DES MOINES, IOWA 50266-5997

    

                              LIVING BENEFIT RIDER
                              DISCLOSURE STATEMENT

1.   This Living Benefit Rider is NOT a long term care policy. The amount this
     rider pays may not be enough to cover nursing home or other bills. The
     owner may use the money received from this rider for any purpose.

2.   Benefits payable under this rider MAY be taxable. We make no
     representations concerning any potential tax consequences of this
     endorsement. You should consult your personal tax adviser.

3.   This rider MAY affect Medicaid eligibility. If you use the endorsement
     benefit, you MAY be required to spend all of the available funds to become
     eligible for Medicaid or other government assistance programs.

4.   Payment of the accelerated benefit will be allowed if you are determined to
     have a terminal illness. This means you have a life expectancy of 12 months
     or less as certified by a physician.

5.   The maximum amount you may request for an accelerated benefit is the lesser
     of the policy benefit, or $250,000. The $250,000 maximum will be applied in
     sum to all the policies under which you are insured with us.

6.   The amount requested for the accelerated benefit will be reduced by a 12
     month discount which reflects the early payment of amounts held under your
     policy. The discount will be based on the policy's loan interest rate, or
     7.4% for policies not having a loan provision. There will be no other
     administrative charge.

7.   The amount requested will also be reduced if there is an existing policy
     loan on your policy on the date you request an accelerated benefit. The
     purpose of this reduction is to repay a portion of the policy loan.

8.   Payment of the accelerated benefit may decrease or eliminate the death
     benefit your beneficiary will receive by the amount of the accelerated
     benefit requested. If a portion of the policy remains in force following
     payment of the accelerated benefit, the premiums due under the policy, all
     remaining values and policy benefits, including any policy loans will be
     reduced proportionately.


- ----------------------------------                ----------------------------
     Policyowner's Signature                           Agent's Signature


- ----------------------------------                ----------------------------
             Date                                            Date


               First copy - Home Office      Second Copy - Owner/Insured
<PAGE>

   

                AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
                              ADMINISTRATIVE OFFICE
            5400 UNIVERSITY AVENUE, WEST DES MOINES, IOWA 50266-5997

    

                          COST OF LIVING INCREASE RIDER

           This rider is a part of the policy to which it is attached.

- --------------------------------------------------------------------------------
SECTION 1 -DEFINITIONS
- --------------------------------------------------------------------------------
1.1 YOU OR YOUR
means the person whose life is insured under the policy.

1.2 EFFECTIVE DATE
means the date shown for this rider on policy data page.

1.3 CONSUMER PRICE INDEX
means the Consumer Price Index For All Urban Consumers, U.S. City Average, All
Items (CPI) as published by the U.S. Department of Labor.

1.4 CPI FACTOR
The CPI Factor is calculated as follows:

     (a)-(b)   where:
     -------
       (b)

a)   is the CPI 6 months prior to the increase date;
     and

b)   is the CPI 42 months prior to the increase date.

We reserve the right to use some other similar measurement if the U.S.
Department of Labor changes or stops publishing the CPI.

- --------------------------------------------------------------------------------
SECTION 2 - THE CONTRACT
- --------------------------------------------------------------------------------
2.1 INCREASE BENEFIT
The specified amount on your life will increase automatically every third policy
anniversary without proof of insurability. Such increase will be subject to the
following rules:

a)   The policy and this rider must be in force with all needed monthly
     deductions paid.

b)   The increase will take place every third policy anniversary after the
     policy date. Such anniversary will be the effective date of the increase.

c)   The increase amount will be the lessor of:

     i)   the initial specified amount plus any prior increases under this rider
          multiplied by the CPI Factor;

     ii)  20% of the initial specified amount; or

     iii) $25,000.

d)   The minimum increase amount is $2,000

e)   The total amount of all increases under this rider will be the lessor of:

     i)   four times the initial specified amount on this policy; or

     ii)  $200,000.

f)   The cost of insurance rate for the increase will be based on your sex,
     attained age and rate class at the time of increase.

g)   We will send the owner a new policy data policy data page showing the new
     specified amount following an increase.

h)   Any increase will be subject to per $1,000 charges shown in the policy.

i)   The increase will not be allowed if your mortality class is other than
     standard.

2.2 REJECTION OF INCREASE
We will mail you a new policy data page on the effective date of any increase.
Acceptance is automatic. You may reject the cost of living increase by notice to
us and return of the new policy data page within 30 days of the increase date.

2.3 TERMINATION
All rights and benefits under this rider will terminate when any of the
following occur:
a)   any automatic cost of living increase is rejected;

b)   the later of:
<PAGE>

     i)   the policy anniversary on which you are age 65; or

     ii)  the 10th policy anniversary;

c)   the owner requests that the policy or this rider be canceled;

d)   the grace period specified in the policy ends without payment of the
     monthly deductions; or

e)   conversion, expiry, maturity or termination of the policy.

2.4 POLICY PROVISIONS APPLY
All provisions of the policy not in conflict with this rider will apply to this
rider. In the event of a conflict between the provisions of the policy and this
rider, the provisions of this rider will prevail.

- --------------------------------------------------------------------------------
SECTION 3 - MONTHLY DEDUCTIONS AND REINSTATEMENT
- --------------------------------------------------------------------------------
3.1 MONTHLY DEDUCTIONS
The monthly deduction for this rider will be deducted on the same dates, in the
same manner and under the same conditions as the monthly deductions for the
policy to which this rider is attached. Monthly deductions for this rider are
due until the rider terminates. Any monthly deductions deducted after
termination, as provided in this rider, will not continue this rider in force
and will be refunded.

The current monthly deduction rates for this rider will be determined by us. If
we change the rates, we will change them for everyone in your premium class. The
current monthly deduction rates for this rider will never be more than 6% of the
guaranteed maximum monthly insurance rates shown on the policy data page.

3.2 REINSTATEMENT
This rider may be reinstated along with the policy subject to the requirements
of the policy and the following:

a)   You must provide proof of your good health and insurability satisfactory to
     us.

b)   All unpaid monthly deductions must be paid with interest. We will set the
     interest rate, but it will not exceed 6% per year.

   

/s/ D. J. Noble
      President

    

<PAGE>

   

                AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
                              ADMINISTRATIVE OFFICE
            5400 UNIVERSITY AVENUE, WEST DES MOINES, IOWA 50266-5997

    

                      GUARANTEED INSURABILITY OPTION RIDER

           This rider is a part of the policy to which it is attached.

- --------------------------------------------------------------------------------
SECTION 1 - DEFINITIONS
- --------------------------------------------------------------------------------
1.1 YOU OR YOUR
means the person whose life is insured under the policy.

1.2 EFFECTIVE DATE
means the date shown for this rider on page 3 of the policy.

- --------------------------------------------------------------------------------
SECTION 2 - THE CONTRACT
- --------------------------------------------------------------------------------
2.1 OPTION BENEFIT
The owner may increase the specified amount of insurance on your life without
proof of insurability on each of the option dates, if the policy and this rider
are in force with all needed monthly deductions paid.

Such purchase is subject to the following rules:

a)   The owner must send us a written request, on our form and pay the monthly
     deductions on or before the option date.

b)   The policy date of the increase will be the option date.

c)   In no event will the increase in specified amount become effective unless
     you are living on the option date.

d)   The increase in specified amount will not exceed the basic amount of this
     rider.

e)   Each Option will expire if not used on or before its option date. The
     expiration will not affect future options.

f)   The monthly deductions for the increased amount will be based on your sex,
     attained ago and rate class on the option date.

g)   The increased amount will be subject to the same exceptions, exclusions and
     restrictions, if any, as this policy.

h)   The increased amount will not be effective unless the net cash value on the
     option date is sufficient to pay monthly deductions for the policy plus the
     increased amount.

i)   We will send the owner a new policy data page 3 showing the new specified
     amount following exercise of an option.

j)   The increased amount will be subject to the first year per $1,000 charges
     shown in the policy.

2.2 AMOUNT OF THIS RIDER
The amount of this rider is shown on page 3 of the policy.

2.3 OPTION DATES
Option dates will be the policy anniversaries on which your age is 22, 25, 28,
31, 34, 37 and 40. Use of the advance purchase option will cancel the next
unused option.

2.4 ADVANCE PURCHASE OPTION
If the policy and this rider are in force with all needed deductions paid, the
owner may make immediate use of the next unused option within 60 days of the
following: 

a)   your marriage;

b)   the birth of each living child to you during your lifetime; or

c)   upon your legal adoption of a child.

Use of the advance purchase option is subject to the same rules which apply to
any other option benefit plus the following:

a)   The next option date will be cancelled.

b)   In the event of a multiple birth, the specified amount of the new policy
     may be increased to an amount equal to the amount of this rider times the
     number of live children born.

c)   You must send us proof of such marriage, birth or adoption. 
<PAGE>

d)   The increased amount under this option will not be effective unless the net
     cash value on the effective date of such increase is sufficient to pay
     monthly deductions for the policy plus the amount of the increase resulting
     from the exercise of this option.

e)   The effective date of the increase will be the monthly deduction day
     coinciding with or next following the date the signed request was received
     in the Home Office.

If you die without using an advance purchase option during the 60 days it is
available, a death benefit will be paid equal to the amount that would have been
paid had the owner exercised such option.

2.5 TERMINATION
All rights and benefits under this rider will terminate on the earliest of:

a)   the policy anniversary on which you are age 40;

b)   you die;

c)   the owner requests that the policy or rider be cancelled;

d)   the grace period specified in the policy ends without payment of the
     monthly deductions;

e)   the continuation of the policy in force under a cash value option; or

f)   conversion, expiry, maturity or termination of the policy.

2.6 POLICY PROVISIONS APPLY
All provisions of the policy not in conflict with this rider will apply to this
rider. In the event of a conflict between the provisions of the policy and this
rider, the provisions of this rider will prevail.

- --------------------------------------------------------------------------------
SECTION 3 - MONTHLY DEDUCTIONS AND REINSTATEMENT
- --------------------------------------------------------------------------------
3.1 MONTHLY DEDUCTIONS
The monthly deductions for this rider as shown herein are to be deducted on the
same dates, in the same manner, and under the same conditions as the monthly
deductions for the policy to which this rider is attached. Monthly deductions
for this rider are due until this rider terminates. Any monthly deductions
deducted after termination, as provided in this rider, will not continue this
rider in force and will be refunded. 

The monthly deductions for this rider are based on your attained age at the
beginning of each policy year. The table on the following page shows the monthly
deduction per $1,000 of rider amount based on your attained age at the beginning
of each policy year.

3.2 REINSTATEMENT
This rider my be reinstated along with the policy subject to the requirements of
the policy and the following:

a)   You must provide proof of your good health and insurability satisfactory to
     us.

b)   All unpaid monthly deductions must be paid with interest. We will set the
     interest rate, but it will not exceed 6% per year.

   

                                                       /s/ D. J. Noble
                                                             President

    

<PAGE>

                       TABLE OF GUARANTEED INSURABILITY OPTION
                          MONTHLY DEDUCTION RATES PER $1,000
                                  FOR STANDARD CLASS

Attained       Male       Female       Attained       Male       Female
  Age          Rate        Rate          Age          Rate        Rate

   0           .01         .01           20           .06         .04
   1           .02         .02           21           .06         .04
   2           .02         .02           22           .06         .04
   3           .02         .02           23           .07         .05
   4           .02         .02           24           .07         .05
   5           .02         .02           25           .07         .06
   6           .02         .02           26           .08         .06
   7           .03         .02           27           .08         .06
   8           .03         .02           28           .08         .06
   9           .03         .02           29           .08         .07
   10          .03         .02           30           .08         .07
   11          .03         .02           31           .08         .07
   12          .03         .02           32           .09         .07
   13          .04         .02           33           .09         .08
   14          .04         .03           34           .09         .08
   15          .04         .03           35           .09         .08
   16          .04         .03           36           .09         .09
   17          .04         .03           37           .10         .10
   18          .05         .03           38           .12         .12
   19          .05         .03           39           .14         .13

<PAGE>

   

                AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
                              ADMINISTRATIVE OFFICE
               5400 UNIVERSITY AVENUE, WEST DES MOINES, IOWA 50266-5997

    

                         CHILDREN'S TERM LIFE INSURANCE RIDER

             This rider is a part of the policy to which it is attached.

- --------------------------------------------------------------------------------
SECTION 1 - DEFINITIONS
- --------------------------------------------------------------------------------
1.1 YOU OR YOUR
means the person whose life is insured under the policy.

1.2 COVERED CHILD
means your child, your stepchild or your legally adopted child, who:

a)   is named in the application for this rider and who is less than age 18 on
     the date of such application; or

b)   after the date of such application, is born to you or legally adopted by
     you before such child is age 18.

1.3 EFFECTIVE DATE

means the date shown for this rider on the policy data page.

- --------------------------------------------------------------------------------
SECTION 2 - THE CONTRACT
- --------------------------------------------------------------------------------
2.1 DEATH BENEFIT
We will pay the amount of this rider to the beneficiary of this rider.

a)   within two months after receipt by us of due proof of a covered child's
     death;

b)   if a covered child dies:

     i)   after such covered child is 7 days old; and

     ii)  before such covered child's 23rd birthday;

c)   if the policy and this rider are in force on the date of a covered child's
     death with all needed monthly deductions paid; and

d)   subject to the terms and conditions of the policy and this rider.

2.2 AMOUNT OF THIS RIDER
The amount of term insurance under this rider is shown on the policy data page.

2.3 DEATH BENEFIT CHANGES
The owner may change the amount of this rider at any time after the first policy
year subject to the following rules: 

a)   The change must be in writing in a form acceptable to us.

b)   It must be signed by the owner.

c)   The form must be sent to us and, if proof of insurability is required, such
     proof must be acceptable to us.

d)   We will issue a new policy data page for any change in amount of this
     rider.

Any decrease will be effective on the monthly deduction day coinciding with or
next following our receipt of the request. Any reduction will be in the
following order:

a)   against the most recent increase in insurance;

b)   against the next most recent increases reduced in succession;

c)   against the initial amount.

In no event will the current amount of this rider be more than the specified
amount of the policy. Any decrease is also subject to a minimum amount remaining
of $10,000.

Any increase will require proof of insurability. An approved increase will have
an effective date as shown on the new policy data page.

2.4 INCONTESTABLE CLAUSE
We will not contest payment of this rider for any reason other than fraud after
this rider has been in force during such covered child's lifetime for two years
from the effective date.

We will not contest payment of any increases in the amount of this rider for any
reason other than fraud after the increases have been in force during such
covered child's lifetime for two years from the effective date of each increase.

2.5 MISSTATEMENT OF AGE OR SEX
We have the right to correct benefits for misstated age or sex. In such an
event, benefits will be the amount the monthly deduction actually made would
have bought at the correct age or sex.

<PAGE>

2.6 SUICIDE
If, within one year of the effective date, a covered child dies by suicide,
whether sane or insane, our liability is limited to the monthly deductions paid
for this rider.

Any increase in death benefits resulting from an increase in the amount of this
rider will not be paid if a covered child dies from suicide, while sane or
insane, within one year of the date of such increase. Instead, we will return an
amount equal to the cost of insurance for such increase in the amount of this
rider.

2.7 TERMINATION
All rights and benefits under this rider will end when any one of the following
events occurs:

a)   the owner requests that the policy or rider be cancelled or fully
     converted;

b)   the grace period specified in the policy ends without payment of the
     monthly deductions; or

c)   conversion, expiry, maturity or termination of the policy.

2.8 POLICY PROVISIONS APPLY
The cash value and policy loan provisions of the policy, if any, will not apply
to this rider. All other provisions not in conflict with this rider will apply
to this rider. In the event of a conflict between the provisions of the policy
and this rider, the provisions of this rider will prevail.

- --------------------------------------------------------------------------------
SECTION 3 - OWNERSHIP AND BENEFICIARY
- --------------------------------------------------------------------------------
3.1 OWNERSHIP
The owner of the policy will be the owner of this rider.

3.2 BENEFICIARY
Beneficiaries for this rider are as named in the application, unless changed by
the owner. The rider's beneficiaries may be different from the policy's
beneficiaries.

- --------------------------------------------------------------------------------
SECTION 4 - MONTHLY DEDUCTIONS AND REINSTATEMENT
- --------------------------------------------------------------------------------
4.1 MONTHLY DEDUCTIONS
The monthly deductions for this rider are to be paid on the same dates, in the
same manner, and under the same conditions as the monthly deductions for
the policy to which this rider is attached. Monthly deductions for this rider
are due until this rider terminates. The monthly deduction for this rider will
be $0.25 per $1,000 of coverage under this rider.

4.2 REINSTATEMENT
This rider may be reinstated along with the policy subject to the requirements
of the policy and the following:

a)   You must provide proof of good health and insurability satisfactory to us
     for each covered child who would be insured under this rider upon such
     reinstatement.

b)   All unpaid monthly deductions must be paid with interest. We will set the
     interest rate, but it will not exceed 6% per year.

- --------------------------------------------------------------------------------
SECTION 5 - CONVERSION
- --------------------------------------------------------------------------------
5.1 CONVERSION PRIVILEGE
The owner may convert coverage under this rider to a new policy on any covered
child without proof of insurability if the policy and this rider are in force
with all needed monthly deductions paid. Application for conversion must be made
during such child's conversion period and before termination of this policy and
rider.

5.2 CONVERSION PERIOD
The conversion period for each covered child expires on the earlier of:

a)   such covered child's 23rd birthday; or

b)   60 days after your death.

5.3 CONVERSION REQUIREMENTS
Such conversion is subject to the following rules:

a)   The owner must send us a written request, on our form.

b)   The owner must pay the first premium on the new policy.

c)   The policy date of the new policy will be the date of termination of the
     covered child's coverage under this rider.

d)   In no event will the new policy become effective, unless such covered child
     is living on the policy date of the new policy.

e)   The face amount of the new policy may not exceed the face amount of this
     rider in effect on the date of the request.

f)   The new policy must comply with our published rules in effect on the date
     of issue of the new policy.

<PAGE>

g)   The premium for the new policy will be our rate for such covered child's
     age on the policy date of the new policy for the same premium class as this
     rider.

h)   The new policy will be subject to the same exceptions, exclusions and
     restrictions, if any, as this rider.

i)   The new policy may be any form of single-life permanent life insurance
     policy then being offered by us.

j)   Our consent and proof of such covered child's insurability are required to
     add any other benefit riders to the new policy, including the waiver of
     charges rider.

   

/s/ D. J. Noble
      President

    

<PAGE>

   

                  AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
                                ADMINISTRATIVE OFFICE
               5400 UNIVERSITY AVENUE, WEST DES MOINES, IOWA 50266-5997

    

                      OTHER ADULT UNIVERSAL LIFE INSURANCE RIDER

              This rider is a part of the policy to which it is attached.

- --------------------------------------------------------------------------------
SECTION 1 - DEFINITIONS
- --------------------------------------------------------------------------------
1.1 YOU OR YOUR
means the person whose life is insured under the policy.

1.2 COVERED ADULT
means the person whose life is insured under this rider and who is age 18 or
older.

1.3 AGE
means age at the last birthday.

1.4 ATTAINED AGE
means the covered adult's age on the effective date plus the number of policy
years since the effective date.

1.5 EFFECTIVE DATE
means the effective date of this rider shown on the policy data page.

- --------------------------------------------------------------------------------
SECTION 2 - THE CONTRACT
- --------------------------------------------------------------------------------
2.1 DEATH BENEFIT
We will pay the amount of this rider to the beneficiary of this rider:

a)   within two months after receipt by us of due proof of the covered adult's
     death;

b)   if the policy and this rider are in force on the date of the covered
     adult's death with all needed monthly deductions paid; and

c)   subject to the terms and conditions of the policy and this rider.

2.2 AMOUNT OF THIS RIDER
The amount of insurance under this rider is shown on the policy data page.

2.3 DEATH BENEFIT CHANGES
The owner may change the amount of this rider at any time after the first policy
year subject to the following rules:

a)   The change must be in writing in a form acceptable to us.

b)   It must be signed by the owner.

c)   The form must be sent to us and, if proof of insurability is required, such
     proof must be acceptable to us.

d)   We will issue a new policy data page for any change in the amount of this
     rider.

Any decrease will be effective on the monthly deduction day coinciding with or
next following our receipt of the request. Any reduction will be in the
following order:

a)   against the most recent increase in insurance;

b)   against the next most recent increases reduced in succession;

c)   against the initial amount.

In no event will the current amount of this rider be more than the specified
amount of the policy. Any decrease is also subject to a minimum amount remaining
of $50,000.

Any increase will require proof of insurability. An approved increase will have
an effective date as shown on the new policy data page.

2.4 INCONTESTABLE CLAUSE
We will not contest payment of this rider for any reason other than fraud after
this rider has been in force during the covered adult's lifetime for two years
from the effective date of this rider.

We will not contest payment of any increases in the amount of this rider for any
reason other than fraud after the increases have been in force during the
covered adult's lifetime for two years from the effective date of each increase.

2.5 MISSTATEMENT OF AGE OR SEX
We have the right to correct benefits for misstated

<PAGE>

age or sex. In such an event, benefits will be the amount the monthly deductions
actually paid would have bought at the correct age or sex.

2.6 SUICIDE
If, within one year of the effective date, the covered adult dies by suicide,
whether sane or insane, our liability is limited to the monthly deductions paid
for this rider.

Any increase in death benefits resulting from an increase in the amount of this
rider will not be paid if a covered adult dies from suicide, while sane or
insane, within one year of the date of such increase. Instead, we will return an
amount equal to the cost of insurance for such increase in the amount of this
rider.

2.7 TERMINATION
All rights and benefits under this rider will end when any one of the following
events occurs:

a)   the earlier of the policy anniversary on which you are age 115 or the
     policy anniversary on which the covered adult is age 115;

b)   the covered adult dies;

c)   the owner requests that the policy or rider be cancelled or fully
     converted;

d)   the grace period specified in the policy ends without payment of the
     monthly deductions; or

e)   conversion, expiry, maturity or termination of the policy.

2.8 POLICY PROVISIONS APPLY
The accumulated value benefits and policy loan provisions of the policy, if any,
will not apply to this rider. All other provisions not in conflict with this
rider will apply to this rider. In the event of a conflict between the
provisions of the policy and this rider, the provisions of this rider will
prevail.

- --------------------------------------------------------------------------------
SECTION 3 - OWNERSHIP AND BENEFICIARY
- --------------------------------------------------------------------------------
3.1 OWNERSHIP
The owner of the policy will be the owner of this rider.

3.2 BENEFICIARY
Beneficiaries for this rider are as named in the application, unless changed by
the owner. The rider's beneficiaries may be different from the policy's
beneficiaries.

- --------------------------------------------------------------------------------
SECTION 4 - MONTHLY DEDUCTIONS AND REINSTATEMENT
- --------------------------------------------------------------------------------
4.1 MONTHLY DEDUCTIONS
The monthly deductions for this rider are to be paid on the same dates, in 
the same manner, and under the same conditions as the monthly deductions for 
the policy to which this rider is attached. Monthly deductions for this rider 
are due until the rider terminates. The monthly deduction for this rider is 
computed as the sum of a) plus b), where:

a)   is the cost of insurance rate (as defined in section 4.2) multiplied by the
     amount of the rider; and

b)   is the monthly per $1,000 charge from the policy data page, multiplied by
     the current amount or the amount of any increase in the amount of this
     rider. This charge applies only during the first policy year or during the
     12 months following an increase in the amount of this rider.

4.2 COST OF INSURANCE RATE
The cost of insurance rate is subject to the following rules:

a)   The rate is based on the covered adult's sex, rate class and attained age.
     For any increase in the specified amount, the attained age will be the
     covered adult's age on the effective date of the increase.

b)   The monthly rates will be determined by us based on our expectation as to
     future mortality experience.

c)   If we change the rates, we will change them for everyone in a rate class.

d)   The monthly guaranteed rates shown in the policy are based on the 1980
     Commissioner's Standard Ordinary Mortality Table, Age Last Birthday. The
     monthly rate will never be more than these rates.

4.3 REINSTATEMENT
This rider may be reinstated along with the policy subject to the requirements
of the policy and the following:

<PAGE>

a)   You must provide proof of good health and insurability satisfactory to us
     for the covered adult who would be insured under this rider upon such
     reinstatement.

b)   All unpaid monthly deductions must be paid with interest. We will set the
     interest rate, but it will not exceed 6% per year.

- --------------------------------------------------------------------------------
SECTION 6 - CONVERSION
- --------------------------------------------------------------------------------
6.1 CONVERSION PRIVILEGE
The owner may convert this rider to a new policy on the covered adult without
proof of insurability if the policy and this rider are in force with all needed
monthly deductions paid. Application for conversion must be made before
termination of the policy and rider and before the covered adult's 75th
birthday, or within 60 days after your death.

6.2 CONVERSION REQUIREMENTS
Such conversion is subject to the following rules:

     a)   The owner must send us a written request, on our form.

     b)   The owner must pay the first premium on the new policy.

     c)   The policy date of the new policy will be the date of termination of
          this rider.

     d)   In no event will the new policy become effective, unless the covered
          adult is living on the policy date of the new policy.

     e)   The face amount of the new policy may not exceed the face amount of
          this rider in effect on the date of the request.

     f)   The new policy must comply with our published rules in effect on the
          date of issue of the new policy.

     g)   The premium for the new policy will be our rate for the covered
          adult's age on the policy date of the new policy for the same premium
          class as this rider.

     h)   The new policy will be subject to the same exceptions, exclusions and
          restrictions, if any, as this rider.

     i)   The new policy may be any form of single-life permanent life insurance
          policy then being offered by us.

     j)   Our consent and proof of the covered adult's insurability are required
          to add any other benefit riders to the new policy, including the
          waiver of charges rider.


/s/ D. J. Noble
    President

<PAGE>

                                    APPLICATION
                                    FOR VARIABLE
                                   UNIVERSAL LIFE
                                      INSURANCE
                                          
                                   AMERICAN EQUITY
                                   INVESTMENT LIFE
                                 INSURANCE COMPANY
                                          
                               ADMINISTRATIVE OFFICE:
                                    PO BOX 9310
                             DES MOINES, IA 50306-9310
                                          
                                   Home Office:
                               5000 Westown Parkway
                            West Des Moines, Iowa 50266
          (Please direct all correspondence to the Administrative Office)




435-120A(07-98)

<PAGE>

CHECK LIST 

/ /  PROSPECTUS
     ----------
     Did you give the applicant a prospectus?

/ /  NOTICE
     ------
     Did you detach Notice to Applicant section and give it to the Applicant?

/ /  ANSWER ALL QUESTIONS
     --------------------
     Did you answer all questions and provide details as requested?

/ /  DID YOU HAVE THE APPLICANT COMPLETE AND SIGN THE SUITABILITY QUESTIONNAIRE?
     ---------------------------------------------------------------------------

/ /  SIGNATURES
     ----------
     Are all forms properly signed?
          - Proposed Insured
          - Applicant, Owner(s), if other than Proposed Insured (where required)
          - Spouse, if proposed for coverage
          - Parent or court appointed legal guardian for child below age 15
          - Agent/Broker/Registered Representative

/ /  BLOOD CONSENT FORMS
     -------------------
     Did you get the appropriate required blood consent form signed and sent to
     us (if required)?
     See agent packet for list of required blood consent forms.

/ /  REPLACEMENT FORMS
     -----------------
     Is existing coverage being replaced? If so, did you get required
     replacement forms signed? Did you leave one copy with the applicant (if
     required)?

/ /  REQUIRED LICENSE
     ----------------
     Do you have required agent license for the state in which the application
     is signed? Have you been appointed as a registered representative to market
     variable products for the broker-dealer?

/ /  EFT AUTHORIZATION
     -----------------
     Did the applicant choose Electronic Funds Transfer (EFT)? If so, did you
     fill out the EFT form and send it and a voided check to us?

/ /  TEMPORARY INSURANCE AGREEMENT
     -----------------------------
     Have you explained the limits described in the Temporary Life Insurance
     Agreement?

/ /  CHECK
     -----
     Please enclose a check payable to American Equity Investment Life 
     Insurance Company.

/ /  AGENT/BROKER/REGISTERED REPRESENTATIVE'S CERTIFICATE
     ----------------------------------------------------
     Complete the certificate following the application.


                                       2

<PAGE>

<TABLE>
<CAPTION>
<S>                                                               <C>
- ------------------------------------------------------------------------------------------------------------------------------------
SECTION A - APPLICANT INFORMATION

     PROPOSED PRIMARY INSURED
     ------------------------
     COMPLETE THIS SECTION FOR ALL POLICIES:

     1.   Insured                                                 Date of Birth                        Age
                 -------------------------------------------------              -----------------------   --------------------------
     2.   / / Male  / / Female  State of Birth                    Social Sec. No. (SSN)                 State/Co.Code
                                              --------------------                     ----------------              ---------------
     3.   Drivers License No. (if different than SSN)                                        Drivers License State
                                                      --------------------------------------                      ------------------
     4.   Insured's Current Address
                                   -------------------------------------------------------------------------------------------------
     5.   Phone Number    Home                                     Business
                              -------------------------------------        ----------------------
     6.   Best time to reach by phone     AM                       PM
                                            ----------------------   ----------------------
     7.   Occupation
                    ----------------------------------------------------------------------------------------------------------------
     8.   Duties
                --------------------------------------------------------------------------------------------------------------------
     9.   Employer                                                Business Address
                  ------------------------------------------------                --------------------------------------------------
     10.  Do you have any other occupation?
                                           -----------------------------------------------------------------------------------------
     11.  Any change in occupation contemplated?
                                                --------------------------------------------
     12.  Height (ft)             (in)                         Weight
                     -------------    ------------                   -----------
     13.  Second proposed insured's occupation (if applying for coverage)
                                                                         -----------------------------------------------------------
     PAYOR NAME
               ---------------------------------------------------------------------------------------------------------------------
     BILLING ADDRESS
                    ----------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
SECTION B - POLICY INFORMATION
COMPLETE THIS SECTION FOR ALL POLICIES:

     Policy Number (Home Office use only)
                                         ---------------------
     -------------------------------------------------------------------------------------------------------------------------------
     1.   Life Insurance Plan                                     Face Amount
     -------------------------------------------------------------------------------------------------------------------------------

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

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

          1a.  Death Benefit Option...................................       / / A (increasing)      / / B (level)
     2.   Tobacco User................................................       / / Yes                 / / No
     3.   Riders
          / / Other Adult $               Tobacco User................       / / Yes                 / / No
                           ---------------            
          / / Children's Term $             
                               --------------
          / / Guaranteed Insurability Option $
                                              -----------------
          / / Cost of Living Increase

          / / Waiver of Charges

          / / Other

     4.   Is this application for an increase on an existing
          Variable Universal Life policy?............................        / / Yes                / / No
          Policy Number  
                       ------------------------
          Amount of increase $
                              -----------------
     5.   Premium Payable.................. / / Annually      / / Semi-annually      / / Quarterly      / / EFT      / / Other
          Billed Premium Amount $                            EFT Start Date
                                 ----------------------                    --------------
     6.   Submitted Premium      $                                           Transfer of Funds $
          (not including transfer)---------------------                                         -------------------
          
- ------------------------------------------------------------------------------------------------------------------------------------
REGISTERED REPRESENTATIVE INFORMATION

     ---------------------------------------------------  -----------------------------  -----------------------------------------
     Registered Representative Name                       Phone                          Firm Name

     --------------------------------  -------------------------------------------------------------------------------------------
     Branch or Agency Number           Branch or Agency Address, City, State, Zip
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                   <C>
- ------------------------------------------------------------------------------------------------------------------------------------
SECTION C - EXISTING LIFE INSURANCE
COMPLETE THIS SECTION FOR ALL POLICIES:

     1.   Life Insurance In Force (if none, state "none")
     -------------------------------------------------------------------------------------------------------------------------------
      Company                                                         Amount



     -------------------------------------------------------------------------------------------------------------------------------
     2.   Is the policy applied for replacing or likely to replace any existing life or annuity plan?   / / Yes   / / No
          If yes, indicate the amount, company name, give termination date and complete appropriate replacement forms.

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

- ------------------------------------------------------------------------------------------------------------------------------------
SECTION D - OTHER PROPOSED INSURED'S INFORMATION
COMPLETE THIS SECTION IF OTHERS ARE TO BE INCLUDED FOR COVERAGE:

     1.   Names of all other persons proposed for insurance.
     -------------------------------------------------------------------------------------------------------------------------------
      LAST          FIRST         MIDDLE   SEX    RELATIONSHIP    DATE OF     AGE    STATE OF    HEIGHT    WEIGHT    AMOUNT OF
                                  INITIAL                         BIRTH              BIRTH                           LIFE INSURANCE
                                                                                                                     IN FORCE
     -------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

                                                                                                                      YES     NO
     2.   Are all children listed the natural or legally adopted children of the Proposed Insured or Spouse?          / /     / /
     3.   Has each child eligible for coverage been included?                                                         / /     / /
     4.   Is the Proposed Insured's residence the permanent residence of all children listed?                         / /     / /

- ------------------------------------------------------------------------------------------------------------------------------------
SECTION E - OWNER AND BENEFICIARY INFORMATION
COMPLETE THIS SECTION FOR ALL POLICIES:

     I.   Owner (if other than Proposed Insured)
          1.   Ownership to be vested in                                       Social Security Number/Tax I.D. Number
               Name
                   ----------------------------------------------------------  --------------------------------
               Address
                      -----------------------------------------------------------------------------------------
          2.   Contingent Owner, if any                                        Social Security Number/Tax I.D. Number
               Name
                   ----------------------------------------------------------  --------------------------------
               Address
                      -----------------------------------------------------------------------------------------
     II.  Beneficiary as to proceeds at death of insured
          Survivors within a class (primary or secondary) entitled to the proceeds shall share equally unless otherwise specified.
          1.   Primary Beneficiary Name
                                       ------------------------------------------------------------------------
               Relationship                                        Social Security Number
                           --------------------------------------                        ----------------------
               Address
                      -----------------------------------------------------------------------------------------
          2.   Secondary Beneficiary Name
                                         ----------------------------------------------------------------------
               Relationship                                        Social Security Number
                           --------------------------------------                        ----------------------
               Address
                      -----------------------------------------------------------------------------------------
          / /  Children born to or adopted by the Proposed Insured and ______________ (including any named above). The 
               Beneficiary as to proceeds at death of any person other than the Insured shall be as stated in the applicable
               benefit provision.
</TABLE>


                                       4

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SECTION F - MEDICAL HISTORY
HAS ANY PERSON PROPOSED FOR COVERAGE EVER HAD OR BEEN TOLD THEY HAD:
- --------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>     <C>             <C>
1.  Epilepsy, fainting spells, convulsions, nervous    Yes / / No / /          INDICATE QUESTION # - IDENTIFY PERSON
    or mental condition, stroke, paralysis or any                              Circle specific condition, give date
    disorder of the brain or nervous system?                                   and severity of symptoms, type of 
                                                                               surgery, remaining effects, names & 
                                                                               addresses of physicians & hospitals.
- -------------------------------------------------------------------------------
2.  Heart attack, heart murmur, high blood             Yes / / No / /
    pressure, shortness of breath, pain or pressure
    in the chest, palpitation, or any disorder of
    the heart, blood or blood vessels?    
- -------------------------------------------------------------------------------
3.  Tuberculosis, asthma, spitting of blood, or        Yes / / No / /
    any disorder of the lungs, bronchial tubes,
    throat or respiratory system?
- -------------------------------------------------------------------------------
4.  Ulcer, indigestion, colitis, chronic diarrhea,     Yes / / No / /
    hepatitis, gallstones, hernia, passing blood, or
    any disorder of the stomach, intestines, rectum,
    appendix, gallbladder or liver?
- -------------------------------------------------------------------------------
5.  Nephritis, sugar, albumin, pus or blood in the     Yes / / No / /
    urine, syphilis, kidney stone, or any disorder of
    the kidneys, urinary system or female or male 
    organs including the prostate?
- -------------------------------------------------------------------------------
6.  Diabetes, gout, or any disorder of the thyroid or  Yes / / No / /
    other glands?
- -------------------------------------------------------------------------------
7.  Immune system disorder?                            Yes / / No / /
- -------------------------------------------------------------------------------
8.  Rheumatic fever, arthritis, back trouble, or any   Yes / / No / /
    disorder of the joints, muscles or bones?
- -------------------------------------------------------------------------------
9.  Any disorder of the eyes, ears or skin?            Yes / / No / /
- -------------------------------------------------------------------------------
10. Cancer, tumor or lymph node enlargement?           Yes / / No / /
- -------------------------------------------------------------------------------
11. Any physical deformity or defect?                  Yes / / No / /
- -------------------------------------------------------------------------------
12. Any injury, disease, recurrent infection,          Yes / / No / /
    condition or disorder not indicated above?
- -------------------------------------------------------------------------------
                HAS ANY PERSON PROPOSED FOR COVERAGE:
- -------------------------------------------------------------------------------
13. Gained or lost weight in the past year? (If yes,   Yes / / No / /
    give pounds gained or lost and reason)
- -------------------------------------------------------------------------------
14. Used drugs for high blood pressure or presently    Yes / / No / /
    taking medication of any type? (If yes,
    show drugs, dosage and duration taken)
- -------------------------------------------------------------------------------
15. Been advised to have or now contemplate            Yes / / No / /
    an operation, surgical procedure or biopsy?
- --------------------------------------------------------------------------------
16. Used nicotine or tobacco in any form within        Yes / / No / /
    the last 3 years?
    IF YES:
    / /  Current use: Form and amount/day ____________
    / /  Not current but within past 3 years:
         Date of most recent use _____________________
         Form and amount/day _________________________
- -------------------------------------------------------------------------------

              DURING THE PAST FIVE YEARS HAS ANY PERSON PROPOSED FOR 
                                        COVERAGE:
- -------------------------------------------------------------------------------
17. Been examined or had a physical check-up?          Yes / / No / /
- -------------------------------------------------------------------------------
18. Had an x-ray, electrocardiogram, blood             Yes / / No / /
    studies, any other laboratory test or study?
- -------------------------------------------------------------------------------------------------------------------
19. Give details to "yes" answers to questions 17 & 18 regarding check-ups, electrocardiograms, x-rays, blood 
    studies or other tests.
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

QUESTION     NAME     WHAT TEST WAS    DATE     REASON FOR TEST   WHAT WAS FOUND     NAME AND ADDRESS OF 
#                     DONE                                                           DOCTORS/HOSPITALS.
<S>          <C>      <C>              <C>      <C>               <C>                <C>                      
- -------------------------------------------------------------------------------------------------------------------

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

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

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

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

- -------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SECTION G - GENERAL QUESTIONS
HAS ANY PERSON PROPOSED FOR COVERAGE:
- -------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>
1.  Made any aerial flights in the past two years or      Yes / / No / /       INDICATE QUESTION # - IDENTIFY PERSON
    contemplate such flights in the future, other than                         Give Details
    as a civilian passenger? (If yes, complete Section K)
- -----------------------------------------------------------------------------
2.  Volunteered for military service, been alerted, or    Yes / / No / /
    ordered to report for active duty? (If currently
    in active military service or a reserve 
    component of the armed service or national guard,
    complete Section L)
- -----------------------------------------------------------------------------
3.  Engaged in, or intend to engage in hazardous sports,   Yes / / No / /
    or travel outside the U.S. and Canada? (If yes for
    Hazardous Sports, complete Section M)
- -----------------------------------------------------------------------------
4.  Been treated for alcoholism or any drug habit;         Yes / / No / /
    used or taken narcotics, marijuana, LSD, 
    amphetamines or barbiturates on a regular basis?
    (If yes, complete Section N)
- -----------------------------------------------------------------------------
5.  Been rejected for or received a Medical Discharge      Yes / / No / /
    or Disability Benefits from Military Service?
- -----------------------------------------------------------------------------
6.  A pending application for or reinstatement             Yes / / No / /
    of insurance in this or any other company?
- -----------------------------------------------------------------------------
7.  Ever had an application for insurance or               Yes / / No / /
    reinstatement declined, postponed, rated
    up or limited?
- -----------------------------------------------------------------------------
8.  Had any case of stroke, heart attack,                  Yes / / No / /
    cancer, diabetes, insanity, suicide,
    tuberculosis or inheritable disorders
    in their family?
- -----------------------------------------------------------------------------
9.  Applied for a pension, disability or medical           Yes / / No / /
    expense payments from any source?
- -----------------------------------------------------------------------------
10. Had a moving traffic violation in the past             Yes / / No / /
    3 years? Give the specific details of each
    violation.
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECTION H - SPECIAL REQUESTS, REMARKS AND CORRECTIONS OR ENDORSEMENTS

Unless otherwise indicated, these options apply:
I request the adjustable policy loan interest rate.
I request the Automatic Premium Loan privilege, if available.


                                       6

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
SECTION I - ALLOCATION OF FUNDS
<S>                                                                                <C>   <C>
                                                                                   YES    NO
Did you receive the current prospectus for the contract? .......................   / /    / /

Do you believe that this contract will meet your insurance needs
and financial objectives? ......................................................  / /    / /

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

The net premium payments (as described in the prospectus) are to be allocated to the 
appropriate subaccounts as follows:
</TABLE>

        SUBACCOUNT                                     ALLOCATION*
<TABLE>
<CAPTION>
<S>                                                <C>
 [EquiTrust Value Growth                                              %
                                                   -------------------
  EquiTrust High Grade Bond                                           %
                                                   -------------------
  EquiTrust High Yield Bond                                           %
                                                   -------------------
  EquiTrust Money Market                                              %
                                                   -------------------
  EquiTrust Blue Chip                                                 %
                                                   -------------------
  T. Rowe Price International Stock                                   %
                                                   -------------------
  T. Rowe Price Mid-Cap Growth                                        %
                                                   -------------------
  T. Rowe Price New America Growth                                    %
                                                   -------------------
  T. Rowe Price Equity Income                                         %
                                                   -------------------
  T. Rowe Price Personal Strategy Balanced                            %
                                                   -------------------
  Dreyfus International Equity                                        %
                                                   -------------------
  Dreyfus Small Cap Stock                                             %
                                                   -------------------
  Dreyfus Capital Appreciation                                        %
                                                   -------------------
  Dreyfus Disciplined Stock                                           %
                                                   -------------------
  Dreyfus Growth and Income                                           %
                                                   -------------------
  Declared Interest Option                                            %]
                                                   -------------------
</TABLE>

* If any portion of a net premium is allocated to a particular subaccount, 
that portion must be at least 10% on the date the allocation takes effect. 
All percentage allocations must be in whole numbers (e.g. 33% can be 
selected, but 33 1/3% cannot).

   

Net premiums will be allocated to the declared interest option if they are 
received either before the date the company obtains a signed notice from the 
owner that the policy has been received, or before the end of 25-days after 
the delivery date.  Upon the earlier of (i) the date the company obtains a 
signed notice by the owner that the policy has been received, or (ii) 25 days 
after the delivery date, we will transfer part or all of the accumulated 
value in the declared interest option to the Subaccounts in accordance with 
the owner's allocation instructions.

    

TRANSFER BETWEEN PORTFOLIOS

<TABLE>
<CAPTION>
<S>                                                                                            <C>
I authorize transfers between the subaccounts upon instruction from any person by telephone.   YES  NO
If neither box is checked, the telephone privilege will be provided .........................  / /  / /
</TABLE>



The first transfer in each policy year will be made without charge; 
subsequent transfers in a policy year will be assessed a transfer charge of $25.

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


                                       7

<PAGE>

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

SECTION J - SUITABILITY QUESTIONNAIRE
PLEASE COMPLETE THE FOLLOWING QUESTIONS:

The following information is to be provided by the applicant/owner:

  1. Total face amount of life insurance in force is         less than or equal
                                                             to $50,000
                                                       ----- 
                                                             $50,000-$100,000
                                                       ----- 
                                                             $100,001-$250,000
                                                       -----        
                                                             $250,001-$500,000
                                                       ----- 
                                                             $500,001 or more
                                                       ----- 

  2. Existing life insurance policies currently in force are (check all those 
     that apply)

          Term      Whole      Universal       Variable/Variable Universal Life
     -----     -----      -----          ------

          Second/First to Die         Other
     -----                       -----

  3. Please provide the applicant/owner's    a) Annual Earnings      $
                                                                      -----
                                             b) Estimated Net Worth  $
                                                                      -----

  4. The best way to describe my investment strategy is (check those most
     appropriate)

          Long-term capital appreciation
     -----
          Income with some capital appreciation
     -----
          Income
     -----
          Liquidity and stability of principal
     -----
          Other (Please specify)
     -----                      ------------------------------------------

  5. Tolerance for subaccount volatility

          LOW-I am willing to accept minimal volatility with the accumulated
              value in the subaccounts.
     -----

          MEDIUM-I am willing to accept some volatility with the accumulated
              value in the subaccounts.
     -----
          HIGH-I am willing to accept greater volatility with the accumulated
              value in the subaccounts.
     -----

  6. YES / /  The concept of a variable universal life insurance policy and 
              its non-guaranteed elements has been explained to my 
              satisfaction.

     NO / /   

  7. What was the gross rate of return shown to you on the Variable Universal 
     Life illustration?      %.
                        -----

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

Applicant/Owner's Name (please print)
                                     -------------------------------------
Applicant/Owner's Signature                                    Date
                           --------------------------------        -------


Registered Representative's Signature                          Date
                                     ----------------------        -------


                                       8

<PAGE>

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

SECTION K - AVIATION SUPPLEMENT
PLEASE COMPLETE THE FOLLOWING QUESTIONS IF REQUIRED:

  1. Total hours flown as a pilot?              As a crew member?
                                  ------------                   ---------

  2. Date of last flight as a pilot?            As a crew member?
                                    ----------                   ---------

  3. If pilot, give class of certificate        Date of issue?
                                        ------                ------------
          (Student, Private, Commercial, IFR, ATR, Other)

  4. Check type of civilian aircraft currently being most frequently flown:
     / /Conventional   / /Helicopter   / /Jet or turbo-jet   / /Turbo-prop 
     / /Glider   / /Other
                         ----------------------------------

  5. Are you connected in any way with any military organization? 
     / /Yes       / /No   If yes, check below:
     / /Air Force    / /Army    / /Navy    / /National Guard    / /Reserves
     / /Other
             ------------------------------

     Check type of aircraft currently being most frequently flown: If Navy, 
     is aircraft carrier based?
                               -----------------------------
     / /Fighter    / /Bomber    / /Transport    / /Reconnaissance    
     / /Helicopter    / /Other
                              ------------------------------

  6. Do you plan to own or pilot any type of aircraft in the future?
                                                                    -----

  7. In the event that my aviation activity (past, present, or future) does
     not permit the issuance of standard, unrestricted coverage and a choice
     is available to me, I prefer a policy issued:
     / /With extra premium     / /With aviation exclusion rider

  8. Hours flown as pilot, crew member or as passenger having duties aboard 
     aircraft:

<TABLE>
<CAPTION>

     ----------------------------------------------------------------------------------------------------------------------------
     <S>                              <C>         <C>         <C>    <C>                               <C>        <C>        <C>
     Type of flying                    Year        Last                                                 Year       Last
     (List hours in each category.    Before        12        Next                                     Before       12       Next
     No duplication)                   Last       Months      Year        Type of Flying                Last      Months     Year
     ----------------------------------------------------------------------------------------------------------------------------
     As a student pilot                                              Scheduled airline
     ----------------------------------------------------------------------------------------------------------------------------
     Private plane                                                   Chartered, sightseeing trips
     ----------------------------------------------------------------------------------------------------------------------------
     Full-Time company pilot                                         Instructing students
     ----------------------------------------------------------------------------------------------------------------------------
     Military-active duty                                            Aerial application (crop dusting, etc.)
     ----------------------------------------------------------------------------------------------------------------------------
     Reserve or National Guard                                       Other (explain below)
     ----------------------------------------------------------------------------------------------------------------------------

</TABLE>

  9. Total hours flown year before last?                  Last year?
                                        --------------              -----------

  10. Additional details
                        -------------------------------------------------------

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

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

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

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

SECTION L - MILITARY SUPPLEMENT
TO BE ANSWERED BY THOSE ON ACTIVE DUTY:


<TABLE>
<CAPTION>

  -------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>
  1. a. What Branch?                                          1. a. / /Coast Guard  / /Marines  / /Army  / /Navy  / /Air Force
     b. What is your rank and serial number?                     b.
     c. Primary occupation job title?                            c.
  -------------------------------------------------------------------------------------------------------------------------------
  2. a. Are you a part of any Special Forces group?           2. a.
     b. Are you now, have you ever been or do you expect         b.
        to be on flying status? If so, complete Aviation
        Supplement.
  -------------------------------------------------------------------------------------------------------------------------------
  3. a. When will you complete present tour of duty?          3. a.
     b. Do you intend to re-enlist upon completion of            b.
        present tour of duty?
     c. To the best of your knowledge, is an overseas            c.
        assignment probable in next 12 months?
        If so, where do you expect to go?
  -------------------------------------------------------------------------------------------------------------------------------
     TO BE ANSWERED BY THOSE NOT ON ACTIVE DUTY
  4. a. Have you any intention of enlisting or making         4. a.
        application for military service?
        If so, when and with which branch? 
     b. If you are in ROTC, date you expect commission?          b.
  -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       9

<PAGE>

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

SECTION M - HAZARDOUS SPORTS SUPPLEMENT
CHECK TYPE OF HAZARDOUS SPORT AND ANSWER QUESTIONS TO THE RIGHT:

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>
/ / Stock car racing          1. How many times have you participated in past 12 months? 
                                                                                        -----------------------------------------
/ / Modified stock car racing    One to two years ago?                         Intend to in the next 12 months?
                                                      ----------------------                                   ------------------

/ / Drag racing               2. Date of last race?
                                                   ------------------------------------------------------------------------------

/ / Sports car racing         3. Make and type of auto or other vehicle?
                                                                        ---------------------------------------------------------

/ / Midget racing             4. Top speed?
                                           --------------------------------------------------------------------------------------

/ / Go-kart racing            5. Do you compete for cash prizes?
                                                                -----------------------------------------------------------------

/ / Motorcycle racing         6. Do you race only in your home town or do you compete in various localities?
                                                                                                            ---------------------

/ / Motorcycle hill climbing     Give details
                                             ------------------------------------------------------------------------------------

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

/ / Sports car rallies        7. Have you ever done or do you intend to do any other type of racing?
                                                                                                    -----------------------------

/ / Motor boat racing            Give details
                                             ------------------------------------------------------------------------------------

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

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

/ / Skin diving               1. How many times have you participated in skin diving in past 12 months?
                                                                                                       --------------------------
                                 One to two years ago?                           Intend to in the next 12 months?
                                                      ------------------------                                   ----------------

                              2. Date of last dive?    
                                                   ---------------------------

                              3. How deep do you usually dive?                   What is the deepest you have ever dived?
                                                              ----------------                                           --------

                              4. Do you dive in an ocean?                  Lake?                  River?
                                                         ---------------       ---------------         --------------------------

                              5. How many years have you been skin diving?
                                                                          -------------------------------------------------------

                              6. Any formal course of instruction?                     What?
                                                                  ------------------        -------------------------------------

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

                              7. Briefly describe type of equipment used
                                                                        ---------------------------------------------------------

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

                              8. Have you ever received pay for work done that involved diving?
                                                                                               ----------------------------------
                                 Give details
                                             ------------------------------------------------------------------------------------

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

/ / Sky diving                1. How many jumps have you made in past 12 months?                   One to two years ago?
                                                                                ----------------                        ---------
                                 Lifetime?               Intend to in next 12 months?
                                          -------------                              ------------------------

                              2. Date of last jump?
                                                   ----------------------------------

                              3. Do you use a reserve chute when jumping?
                                                                         ------------------------------------

                              4. What is minimum height at which your chute has opened?
                                                                                      -------------------------------------------

                              5. Do you belong to a national sky diving organization?                             If so, what is
                                 name of organization?                               ----------------------------

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

                              6. Class of license?
                                                  -----------------

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


/ / Any other hazardous       1. What type? Give full details
    sports, avocation or                                     --------------------------------------------------------------------
    hobby
                                 ------------------------------------------------------------------------------------------------

/ / Rodeo                     2. How many times have you participated in past 12 months?
                                                                                        -----------------------------------------
                                 One to two years ago?                        Intend to in the next 12 months? 
                                                      ---------------------                                   -------------------

                              3. Date of last participation?
                                                            ---------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10

<PAGE>

<TABLE>
<CAPTION>
<S><C>
- -----------------------------------------------------------------------------------------------------------------------------------
SECTION N - ALCOHOL AND DRUG QUESTIONNAIRE

COMPLETE THIS SECTION IF REQUIRED:

ALCOHOL QUESTIONNAIRE
- -----------------------------------------------------------------------------------------------------------------------------------
1.   Degree and frequency of use at present or within one year
     a.  Current DAILY Use -- Number of drinks per day
         / / None   / / 1-3   / / 4   / / 5   / / 6   / / 7   / / 8 or more
     b.  Current NON-DAILY Use
         / / Mild intoxication more than six times per year (not more than six drinks on any one occasion.)
         / / Usage less than above?  Describe _____________________________________________________________________________________
         / / Usage more than above?  Describe _____________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
2.   Did you ever drink more than you do at present?                                              If "yes," dates:
          / / Yes   / / No                                                                        From ____________ To ____________
- -----------------------------------------------------------------------------------------------------------------------------------
3.   Degree and frequency of past use
     a.  Past DAILY Use -- Number of drinks per day
         / / 1-3   / / 4   / / 5   / / 6   / / 7   / / 8 or more
     b.  Past NON-DAILY Use
         / / Mild intoxication more than six times per year (not more than six drinks on any one occasion.)
         / / Usage less than above?  Describe _____________________________________________________________________________________
         / / Usage more than above?  Describe _____________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
4.   Have you ever stopped drinking?            When?                                             Why?
               / / Yes   / / No
- -----------------------------------------------------------------------------------------------------------------------------------
5.   Have you ever stopped and                  When?                                             Why?
     relapsed?  / / Yes   / / No
- -----------------------------------------------------------------------------------------------------------------------------------
6.   Have you ever consulted a doctor or received treatment or counseling because of your alcohol use?
          / / Yes   / / No
     If yes, name and address of doctor, hospital or treatment center and dates:

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

     ------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
7.   Are you now or have you ever been a member of Alcoholics Anonymous or any similar organization?
          / / Yes   / / No              (If "yes," complete questions below)
- -----------------------------------------------------------------------------------------------------------------------------------
     a.  Date joined?                      b.  Presently active?  / / Yes   / / No             c.  How long active?
- -----------------------------------------------------------------------------------------------------------------------------------
     d.  Have any "slips" occurred?  / / Yes   / / No                        e.  If "yes," when?
- -----------------------------------------------------------------------------------------------------------------------------------
DRUG QUESTIONNAIRE
- -----------------------------------------------------------------------------------------------------------------------------------
1.   Check any drugs used within the past 10 years
          / / Narcotics       / / Stimulants        / / Sedatives        / / Hallucinogenics

2.   Details

- -----------------------------------------------------------------------------------------------------------------------------------
                             How Often                   Dosage or                                Dates Used
     Type of Drug               Used                    Amount Used         -------------------------------------------------------
                                                                                       From                       To
- -----------------------------------------------------------------------------------------------------------------------------------

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

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

- -----------------------------------------------------------------------------------------------------------------------------------
3.   Name and address of physician, therapist, counselor or facility by whom treatment or counseling was provided

     ------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11

<PAGE>

- --------------------------------------------------------------------------------
SECTION O - REPRESENTATION, AUTHORIZATION AND ACKNOWLEDGEMENT STATEMENT

          I represent that the statements and answers in all parts of this 
     application and supplements thereto are true and complete to the best of my
     knowledge and belief.  It is agreed that: (1) All such statements and 
     answers shall be the basis of any insurance issued; (2) Except as provided 
     in the Temporary Life Insurance Agreement attached hereto, no insurance 
     shall take effect unless and until the following conditions are met: a) the
     policy as applied for has been approved by the Company; in its 
     Administrative Office; or if the policy is issued other than as applied 
     for, the policy has been physically received and accepted by the applicant;
     b) the entire first premium has been paid; and c) no change in the health 
     and insurability of any persons proposed for coverage has occurred to the 
     best of applicant's knowledge; (3) No agent or medical examiner is 
     authorized to pass on acceptability for insurance or to make, modify or 
     discharge any contract of insurance or waive any of the Company's rights 
     or requirements; (4) The right to change any beneficiary is reserved to the
     owner unless otherwise requested; (5) All changes on the application must 
     be subject to written ratification by the proposed insured or owner.


          STATEMENT regarding payment made with application:  I have paid 
     $ __________ with this application for life insurance and I accept the 
     terms of the Temporary Life Insurance Agreement.

          I hereby authorize any licensed physician, medical practitioner, 
     hospital, clinic or other medical or medically related facility, 
     insurance company, the Medical Information Bureau, or other 
     organization, institution or person, that has any records or knowledge of 
     me or my health or the health of my dependent, to give to the American 
     Equity Investment Life Insurance Company, or its reinsurers any such 
     information.  This authorization shall remain valid for two and 1/2 years.

          I UNDERSTAND THAT THE ACCUMULATED VALUE OF THE POLICY MAY GO UP OR 
     DOWN DEPENDING ON THE POLICY'S INVESTMENT EXPERIENCE AND THAT THERE IS 
     NO GUARANTEED MINIMUM ACCUMULATED VALUE.  I ALSO UNDERSTAND THAT THE 
     AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY 
     VARY UNDER THE CONDITIONS DESCRIBED IN THE DEATH BENEFIT PROVISION OF 
     THE CONTRACT.

          I also acknowledge receipt of the NOTICE TO APPLICANT relating to 
     information obtained by inspection companies and Medical Information 
     Bureau.  A photographic copy of this authorization shall be as valid as 
     the original.

<TABLE>
<CAPTION>
<S>                                                     <C>
Dated at ____________________________________________   Date Signed ________________________________

Signature of Witness ________________________________   Signature of Proposed Insured ___________________________________

Signature of Applicant Owner (if other than Proposed Insured)          Signature of 2nd Proposed Insured (If applying for
                                                                       coverage) or Parent if a child under age 15
_____________________________________________________________          __________________________________________________

Signature of Registered Representative ____________________________________________________
Broker-Dealer Identification ______________________________________________________________
</TABLE>


                                       12

<PAGE>

AMERICAN EQUITY INVESTMENT LIFE                             FOR HOME OFFICE USE
INSURANCE COMPANY
Administrative Office                                      ---------------------
P.O. Box 9310                                              CONTROL/POLICY NUMBER
Des Moines IA 50306-9310
                                                           ---------------------
                             AUTHORIZATION FOR               CHECK WRITING DAY
                         ELECTRONIC FUNDS TRANSFER
                               PAYMENT PLAN

I (we) request and authorize you to automatically make a withdrawal each 
month from my financial institution to pay premiums and loans for insurance 
policies from the account identified on the attached check, by electronic or 
other method.  Please do this until you have had reasonable opportunity to 
act upon my written request to terminate this service.

Account Type:      / / Checking     / / Savings

Preferred Withdrawal Date: _____________________________________

This request shall apply to the following policies or new applications:

- --------------------------------------------------------------------------------
 POLICY NO. OR                              POLICY NO. OR
APPLICATION DATE      NAME OF INSURED      APPLICATION DATE      NAME OF INSURED
- --------------------------------------------------------------------------------

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

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

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

Indicate the start date and amount of premium __________________________________



- ----------------------------------------------------  --------------------------
Signature of Bank Account Owner                       Date

- ----------------------------------------------------  --------------------------
Signature of Bank Account Owner                       Date

- ----------------------------------------------------  --------------------------
Signature of Agent/Broker/Registered Representative   Agent/Agency/Branch Number

Do you want us to change your address as shown below? __________________________

- --------------------------------------------------------------------------------
PLEASE ATTACH VOIDED CHECK HERE.


                                       13

<PAGE>

1.   The Company shall not be required to give notice of premium becoming 
     due.  Your bank statement will show a deduction and will constitute the 
     premium receipt.  The Company shall incur no liability by reason of 
     dishonor of any such withdrawal.

2.   This payment plan may be discontinued (a) by the Company if any draft is 
     not paid upon presentation (b) by the undersigned or the Company upon 
     thirty days written notice.  If the policy(ies) is discontinued for any 
     reason, including death, any premiums then past due and all subsequent 
     premiums shall be payable as provided in the policy.

3.   This payment plan shall not be construed as a modification of any of the 
     provisions of the policy, except that so long as the payment plan is in 
     effect, premiums may be paid monthly at the premium rate applicable 
     under the payment plan and any "Cash Loan Provision", requiring that 
     "any premiums necessary to complete premium payments for the current policy
     year will be deducted from the amount of said loan", will be waived.


                                       14

<PAGE>

                  AGENT/BROKER/REGISTERED REPRESENTATIVE CERTIFICATE

Was A Blood Profile Ordered? Yes / /  No / /

Was an Examination Ordered?  Yes / /  No / / (Indicate the "key" letter used for
                                             medical requirements.)__________

<TABLE>
<S>                                                       <C>      <C>
Will this plan replace any other?                         Yes / /  No / /
If yes, have replacement forms been submitted?            Yes / /  No / /
Did you give "Notice to Applicant" form to applicant?     Yes / /  No / /
Did you see all persons proposed for insurance?           Yes / /  No / / (if no - explain)
</TABLE>

Applicant/Proposed Insured's
Maiden/Previous Married Name(s):
                                ------------------------------------------------
Spouse's name and amount of life insurance in force?
                                                    ----------------------------

Estate Planning: Attach copy of your program or give full details.

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

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

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

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

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

Business Insurance: Give full reason for this insurance and nature of
applicant's interest.

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

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

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

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

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

The answers to each question of this application were recorded in my presence
exactly as given. I know nothing detrimental to the risk that is not recorded in
these papers. I have rechecked all answers and calculations for correctness.


- ----------------------------------------------------------
Signature of Agent/Broker/Registered Representative


                                       15

<PAGE>

                  NOTICE TO APPLICANT - (MEDICAL INFORMATION BUREAU)

Information regarding your insurability will be treated as confidential. 
American Equity Investment Life Insurance Company, or its reinsurers may, 
however, make a brief report thereon to the Medical Information Bureau, a 
non-profit membership organization of life insurance companies, which operates 
an information exchange on behalf of its members. If you apply to another 
Medical Information Bureau member company for life or health insurance 
coverage, or a claim for benefits is submitted to such a company, the Medical 
Information Bureau, upon request, will supply such company with the information 
in its file.

Upon receipt of a request from you, the Medical Information Bureau will arrange
disclosure of any information it may have in your file. (Medical information
will be disclosed only to your attending physician.) If you question the
accuracy of information in the Medical Information Bureau's file, you may
contact the Medical Information Bureau and seek a correction in accordance with
the procedures set forth in the Federal Fair Credit Reporting Act. The address
of the Medical Information Bureau's information office is Post Office Box 105,
Essex Station, Boston, Massachusetts 02112, telephone number (617)426-3660.

American Equity Investment Life Insurance Company or its reinsurers may also 
release information in its file to other life insurance companies to whom you 
may apply for life or health insurance, or to whom a claim for benefits may be 
submitted.

                  NOTICE TO APPLICANT - (FAIR CREDIT REPORTING ACT)

Federal law requires that notice of investigation be given to persons applying
for insurance.

In making this application for insurance to American Equity Investment Life 
Insurance Company or its reinsurers it is understood that an investigative 
consumer report may be prepared whereby information obtained through personal 
interviews with your neighbors, friends or others with whom you are acquainted. 
This inquiry may include questions regarding your character, general 
reputation, personal characteristics and mode of living. You have the right to 
make a written request within a reasonable period of time to receive 
additional, detailed information about the nature and scope of this 
investigation. You also have the right to receive, upon request, a summary of 
your rights under the Fair Credit Reporting Act.

                   AUTHORIZATION FOR RELEASE OF MEDICAL INFORMATION
                             (COPY FOR APPLICANT'S FILES)

I hereby authorize any licensed physician, medical practitioner, hospital, 
clinic or other medical or medically related facility, insurance company, the 
Medical Information Bureau, or other organization, institution or person, that 
has any records or knowledge of me or my health or the health of my dependent, 
to give to the American Equity Investment Life Insurance Company or its 
reinsurers any such information. This authorization shall remain valid for two 
and 1/2 years.

                 THIS SECTION TO BE REMOVED AND LEFT WITH APPLICANT.


                                       16

<PAGE>

- -------------------------------------------------------------------------------
TEMPORARY LIFE INSURANCE AGREEMENT
This Agreement provides a limited amount of life insurance coverage, for a
limited period of time, subject to the terms of this Agreement. NO INSURANCE is
provided unless all the CONDITIONS AND LIMITATIONS of this Agreement are met.

HEALTH QUESTIONS
Has the Proposed Insured:
1.   Within the past 90 days been admitted to a hospital or other medical
     facility, been advised to be admitted, or had surgery performed or
     recommended?                Yes / /     No / /
2.   Within the past 2 years, been treated for heart trouble, stroke, or cancer,
     or had such treatment recommended by a physician or other practitioner?
                                 Yes / /     No / /
If either of the above questions is answered "YES" or LEFT BLANK, no
representative of the Company is authorized to accept money and NO COVERAGE will
take effect under this Agreement.

CONDITIONS AND LIMITATIONS

AMOUNT OF COVERAGE - $150,000 MAXIMUM FOR ALL APPLICATIONS OR AGREEMENTS 
If the Company accepts money as advance payment of premium with an 
application for Life Insurance, and the Proposed Insured dies while this 
Temporary Life Insurance Agreement is in effect, the Company will pay to the 
designated beneficiary in the application the lesser of (a) the amount of all 
death benefits applied for, or (b) $150,000. For purposes of this Temporary 
Life Insurance Agreement, "designated beneficiary" shall mean the beneficiary 
as determined in accordance with the provisions of the policy applied for. 
The total benefit limit is the total of the Company's liability without 
regard to the amount of insurance applied for under this application or any 
other pending applications with The Company and, in the event any other 
temporary insurance agreements are in existence at the time of the Proposed 
Insured's death, $150,000 is the aggregate liability under all Temporary 
Insurance Agreements for Life Insurance.

Except as provided in this Temporary Life Insurance Agreement, no insurance 
shall take effect unless and until the following conditions are met: (a) the 
policy as applied for has been approved by the Company in its Administrative 
Office; or if the policy is issued other than as applied for, the policy has 
been physically received and accepted by the applicant; (b) the entire first 
premium has been paid; and (c) no change in the health and insurability of any 
persons proposed for coverage has occurred to the best of the applicant's 
knowledge.

DATE COVERAGE BEGINS
Temporary life insurance under this Agreement begins on the date of this
Agreement subject to the following conditions: (a) the Application has been
completed on or before the date of this Agreement, and (b) the above Health
Questions are both answered "NO."

DATE COVERAGE TERMINATES - 90 DAY MAXIMUM
Temporary life insurance under this Agreement terminates automatically on the
earliest of:
1.   90 days from the date of this Agreement, or
2.   the date insurance takes effect under the policy applied for, or
3.   the date a policy, other than applied for, is offered to and accepted by
     the Applicant, or
4.   the date the Company mails notice of termination of coverage and refunds
     the advance payment to the applicant at the address designated in Section A
     of the Application. The Company may terminate this coverage at any time.

LIMITATIONS
1.   This Agreement does not provide benefits for waiver of charges.
2.   Fraud or material misrepresentation in the application or in the answers to
     the Health Questions of this Agreement invalidate this Agreement and the
     application, and the Company's only liability is for refund of any payment
     made.
3.   No one is authorized to accept money on Proposed Insureds under 15 days of
     age or over age 80 (last birthday) on the date of this Agreement, nor will
     any coverage take effect.
4.   There is no insurance coverage under this Agreement if the proposed insured
     dies by suicide. The Company's liability is limited to a refund of any
     payment made.
5.   There is no coverage under this Agreement if the check submitted as
     payments is not honored by the financial institution on first presentation.
6.   No one is authorized to waive or modify any of the provisions of this
     Agreement.

Make all premium checks payable to American Equity Investment Life Insurance 
Company. Do not make checks payable to the agent/broker/registered 
representative or leave the payee blank.

AN ADVANCE PAYMENT OF $_________ HAS BEEN PAID. ADDITIONAL PREMIUM MAY BE
REQUIRED UPON POLICY DELIVERY.

I have read and received a copy of this Agreement and declare that the answers
are true to the best of my knowledge and belief. I understand and agree to all
of its terms.

Signed on (Date)                        In (City, State)
                ----------------------                  ------------------------

Signature of Proposed Insured           Signature of Applicant
                             ---------  (If not Proposed Insured)---------------

Signature of Agent/Broker/Registered Representative
                                                   -----------------------------

  Original - Return to Administrative Office       Copy - Leave with applicant


                                       17


<PAGE>



                                     August 10, 1998





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen,

With reference to the Registration Statement on Form S-6 filed by American
Equity Investment Life Insurance Company ("Company") and its American Equity
Life Variable Account with the Securities and Exchange Commission covering
certain variable universal life insurance policies, I have examined such
documents and such law as I considered necessary and appropriate, and on the
basis of such examinations, it is my opinion that:

(1)  Company is duly organized and validly existing under the laws of the State
     of Iowa.

(2)  The variable universal life policies, when issued as contemplated by the
     said Form S-6 Registration Statement will constitute legal, validly issued
     and binding obligations of American Equity Investment Life Insurance
     Company.

I hereby consent to the filing of this opinion as an exhibit to the said Form
S-6 Registration Statement and to the reference to my name under the caption
"Legal Matters" in the Prospectus contained in the said Registration Statement. 
In giving this consent, I am not admitting that I am in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.

                                             Very truly yours,
     
                                             /s/ Wendy L. Carlson

                                             Wendy L. Carlson
                                             Whitfield & Eddy, P.L.C.
     

<PAGE>




                                     August 10, 1998





American Equity Investment Life Insurance Company
5000 Westown Parkway; Suite 440
West Des Moines, Iowa 50266

Gentlemen:



This opinion is furnished in connection with the registration by American Equity
Investment Life Insurance Company of a flexible premium variable life insurance
policy ("Policy") under the Securities Act of 1933, as amended.  The prospectus
included in Pre-Effective Amendment No. 2 to the Registration Statement on Form
S-6 (File No. 333-45815) describes the Policy.  I have provided actuarial advice
concerning the preparation of the policy form described in the Registration
Statement, and I am familiar with the Registration Statement and exhibits
thereto.



It is my professional opinion that:

(1)  The illustrations of death benefits and cash values included in Appendix A
     of the Prospectus, based on the assumptions stated in the illustrations,
     are consistent with the provisions of the Policy. The rate structure of the
     Policy has not been designed so as to make the relationship between
     premiums and benefits, as shown in the illustrations, appear more favorable
     for policyowners at the ages illustrated than for policyowners at other
     ages.

(2)  The information contained in the examples set forth in Appendix B of the
     Prospectus, based on the assumptions stated in the examples, is consistent
     with the provisions of the Policy.

(3)  The fees and charges deducted under the Policy, in the aggregate, are
     reasonable in relation to the services rendered, the expenses expected to
     be incurred and the risks assumed by the insurance company.



I hereby consent to the use of this opinion as an exhibit to Pre-Effective
Amendment No. 2 to the Registration Statement and to the reference to my name
under the heading "Experts" in the Prospectus.



                              Sincerely,

                              /s/ Christopher G. Daniels

                              Christopher G. Daniels, FSA, MSAA
                              Consulting Actuary
                              American Equity Investment Life Insurance Company

<PAGE>


Ernst & Young LLP letterhead



The Board of Directors
American Equity Investment Life Insurance Company

We consent to the reference to our firm under the captions "Financial
Statements" and "Experts" and to the use of our report dated April 8, 1998 with
respect to American Equity Investment Life Insurance Company, in the
Registration Statement under the Securities Act of 1933 (Form S-6 No. 333-45815)
and related Prospectus of American Equity Life Variable Account.

Sincerely,

/s/ Ernst & Young LLP

Des Moines, Iowa
August 11, 1998



<PAGE>


[Sutherland, Asbill & Brennan LLP letterhead]



                                    July 31, 1998


American Equity Investment Life Insurance Company
5000 Westown Parkway, Suite 440
West Des Moines, Iowa 50266 

Gentlemen:

        We hereby consent to the reference to our name under the caption "Legal
Matters" in the prospectus filed as part of the registration statement on Form
S-6 for American Equity Life Variable Account (File No. 333-45815).  In giving
this consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.

                                   Sincerely,

                                   SUTHERLAND, ASBILL & BRENNAN LLP

                                   By:  /s/ Stephen E. Roth

                                            Stephen E. Roth, Esq.



<PAGE>


                   DESCRIPTION OF AMERICAN EQUITY INVESTMENT LIFE
               INSURANCE COMPANY'S ISSUANCE, TRANSFER AND REDEMPTION
                        PROCEDURES FOR ITS FLEXIBLE PREMIUM
                          VARIABLE LIFE INSURANCE POLICIES


     This document sets forth the administrative procedures that will be
followed by American Equity Investment Life Insurance Company (the "Company") in
connection with the issuance of its individual flexible premium variable life
insurance policy (the "Policy") and acceptance of payments thereunder, the
transfer of assets held thereunder and the redemption by policyowners of their
interests in the Policies.  Capitalized terms used herein have the same
definition as in the prospectus for the Policy that is included in the current
registration statement on Form S-6 for the Policy (File No. 333-45815) as filed
with the Securities and Exchange Commission ("Commission" or "SEC").

     1.   PURCHASE AND RELATED TRANSACTIONS.

     Set forth below is a summary of the principal Policy provisions and
administrative procedures which might be deemed to constitute, either directly
or indirectly, a "purchase" transaction. 

     (a)  PREMIUM PAYMENTS.  The Policies will be offered and sold pursuant to
established underwriting standards in accordance with state insurance laws. 
State insurance laws prohibit unfair discrimination, but recognize that premiums
and charges must be based upon factors such as age, sex, health and occupation. 
Premiums for the Policies will not be the same for all policyowners selecting
the same Specified Amount.  An initial premium, together with a completed
application, must be received by the Company before a Policy will be issued. 
The minimum amount of an initial


                                        -1-

<PAGE>

premium is equal to an amount that, when reduced by the premium expense charge,
will be sufficient to pay the monthly deduction for the first Policy Months. 
Other than the initial premium, the Company does not require the payment of an
additional premium, and failure to pay an additional premium will not of itself
cause a Policy to lapse.  The Company expects that most Policyowners will choose
to pay planned periodic premiums -- that is, level premiums at regular
(quarterly, semi-annual or annual) intervals.  The Policy provides, however,
that a policyowner may pay premiums in addition to planned periodic premiums
(i.e., unscheduled premiums) if (i) the insured is then living; (ii) the
additional premium is at least $100; and (iii) the premium does not cause total
premiums paid to exceed the maximum premium limitation for the Policy
established by federal tax law.  The Company reserves the right to limit the
number and amount of unscheduled premium payments.  In the event that a tendered
premium causes total premiums paid to exceed the maximum premium limitation for
the Policies established by federal tax law, the Company will return the portion
of such premium which causes total premiums to exceed such limitation.

     The Policy will remain in force so long as the Net Accumulated Value is
sufficient to pay the monthly deduction which consists of charges for the cost
of insurance, additional insurance benefits and administrative expenses.  Thus,
the amount of the premium, if any, that must be paid to keep the Policy in force
depends upon the amount of the monthly deduction and the Net Accumulated Value
of the Policy, which in turn depends upon the investment experience of the
Subaccounts of the Variable Account.

     The cost of insurance rate utilized in computing the cost of insurance
charge will not be the same for each Policyowner.  The chief reason is that the
principle of pooling and distribution of


                                        -2-

<PAGE>

mortality risks is based upon the assumption that the cost of insuring each
insured is commensurate with his or her mortality risk, which is actuarially
determined based upon factors such as attained age, sex and premium class. 
Accordingly, while not all insureds will be subject to the same cost of
insurance rate, there will be a single rate for all insureds in a given
actuarial category.

     (b)  INITIAL PREMIUM PROCESSING.  Upon receipt of a completed application
for a Policy, the Company will follow certain insurance underwriting (i.e.,
evaluation of risk) procedures designed to determine whether the proposed
insured is insurable. This process may involve medical examinations or other
verification procedures and may require that certain further information be
provided by the applicant before a determination can be made. A Policy will not
be issued until this underwriting procedure has been completed.  The effective
date of insurance coverage under the Policy will be the latest of (i) the policy
date, (ii) if an amendment to the initial application is required pursuant to
the Company's underwriting rules, the date the insured signs the last such
amendment, or (iii) the date on which the full initial premium is received by
the Company at its Home Office.  The policy date will be the later of (i) the
date of the initial application, or (ii) if additional medical or other
information is required pursuant to the Company's underwriting rules, the date
such information is received by the Company at its Home Office.  The policy date
may also be any other date mutually agreed to by the Company and the
Policyowner.  If the policy date would fall on the 29th, 30th or 31st of any
month, the policy date will instead be the 28th of such month.  Applicants who
pay the initial premium at the time of submission of the application will be
issued a conditional receipt which provides that if the applicant dies during
the underwriting period, he or she will receive the death benefit provided for
in such conditional receipt if he or she would have


                                        -3-

<PAGE>

   

been found to be insurable under the Company's normal underwriting 
procedures. Net Premiums will be allocated to the Declared Interest Option if 
they are received either before the date the Company obtains a signed notice 
from the Policyowner that the Policy has been received, or before the end of 
25-days after the Delivery Date.  Upon the earlier of (i) the date the 
Company obtains a signed notice from the Policyowner that the Policy has been 
received, or (ii) 25 days after the Delivery Date, the Accumulated Value in 
the Declared Interest Option automatically will be allocated, without charge, 
among the Subaccounts and Declared Interest Option in accordance with the 
Policyowner's allocation instructions.  Net Premiums received on or after (i) 
or (ii) above are allocated in accordance with the instructions of the 
Policyowner, to the Variable Account, the Declared Interest Option, or both.  
No charge is imposed in connection with the initial allocation.

    

     (c)  PREMIUM ALLOCATION.  The policyowner may allocate net premiums among
the Subaccounts or the Declared Interest Option.  The Variable Account currently
has 15 Subaccounts, each of which invests exclusively in shares of one of the
corresponding portfolios of the EquiTrust Variable Insurance Series Fund, T.
Rowe Price Equity Series, Inc., T. Rowe Price International Series, Inc., and
Dreyfus Variable Investment Fund (each a "Fund").  Each Fund is a series-type
mutual fund and is registered with the Securities and Exchange Commission as an
open-end diversified management investment company.

     The policyowner must indicate the initial allocation of premiums in the
application for the Policy.  Net premiums will continue to be allocated in
accordance with the policyowner's allocation instructions in the application
unless contrary written instructions are received by the Company.  The change
will take effect on the date the written notice is received at the Home Office. 
Once a change in allocation is made, all future net premiums will be allocated
in accordance with the new allocation instructions, unless contrary written
instructions are provided by the policyowner.  The minimum 


                                        -4-

<PAGE>

percentage of each premium that may be allocated to any Subaccount or the
Declared Interest Option is 10%; fractional percentages are not permitted.  No
charge is imposed for any change in net premium allocation.

   
    

                                        -5-

<PAGE>

   
    

   

     (d)  REINSTATEMENT.  Prior to the maturity date, a lapsed policy (other
than a surrendered Policy) may be reinstated at any time within five years of
the monthly deduction day immediately preceding the grace period which expired
without payment of the required premium.  In order to reinstate a Policy, a
policyowner must submit:  (i) a written application for reinstatement signed by
the insured and the policyowner; (ii) evidence of insurability satisfactory to
the Company; (iii) payment of a premium that, after deduction of the premium
expense charge, is at least sufficient to keep the Policy in force for three
months; and (iv) an amount equal to the monthly cost of insurance charge for the
two policy months prior to lapse.  The effective date of reinstatement will be
the monthly deduction day coinciding with or next following the date of approval
by the Company of the application for reinstatement.

    

   

     (e)  REPAYMENT OF POLICY DEBT.  A loan made under the Policy will be
subject to interest charges at the loan interest rate stated in the Policy from
the date that the loan is made.  Outstanding policy debt may be repaid in whole
or in part prior to the maturity date at any time during the insured's life so
long as the Policy is in force.  Any payments made by the policyowner while
there

    


                                        -6-

<PAGE>

is outstanding policy debt are treated first as repayment of policy debt, unless
the owner indicates otherwise.  When a repayment of the debt is made, the
portion of the accumulated value in the Declared Interest Option securing the
repaid portion of the policy debt will no longer be segregated within the
Declared Interest Option as security for policy debt, but will remain in the
Declared Interest Option unless and until transferred to the Variable Account by
the Policyowner.

   

     (f)  CORRECTION OF MISSTATEMENT OF AGE OR SEX.  If the insured's age or sex
was misstated in an application, the Company will recalculate the accumulated
value to be the amount it would have been had the cost of insurance been based
on the correct age and sex of the insured.  If the insured has died, the Company
will pay the death proceeds that would have been payable at the insured's
correct age and sex.

    

     2.   TRANSFERS.

     Amounts may be transferred among the Subaccounts an unlimited number of
times per year.  Only one transfer per policy year may be made between the
Declared Interest Option and the Variable Account.  The amount of this transfer
must be at least $100 or the total accumulated value in the Subaccount, or the
total accumulated value in the Declared Interest Option reduced by any
outstanding policy debt, if less than $100.  The Company may, at its discretion,
waive the $100 minimum requirement.  The transfer will be effective as of the
end of the valuation period during which the request is received at the Home
Office.  The first transfer in each policy year will be made without charge;
each time amounts are subsequently transferred in that policy year, a transfer
charge of $25 will be assessed.  Transfers resulting from the making of policy
loans will not be considered transfers for the purposes of these limitations and
charges.  All transfers effected on the same day


                                        -7-

<PAGE>

will be considered a single transfer for purposes of these limitations and
charges.  Transfers are made by written request to the Home Office or by
telephone if the policyowner has elected the Telephone Transfer Authorization.

     3.   REDEMPTION PROCEDURES - SURRENDER AND RELATED TRANSACTIONS

     This section outlines those procedures which might be deemed to constitute
redemptions under the Policy.  These procedures differ in certain significant
respects from the redemption procedures for mutual funds and annuity plans.

     (a)  SURRENDER.  At any time prior to the maturity date while the Policy is
in force, a policyowner may surrender the Policy in whole or in part by sending
a written request to the Company at its Home Office.  A surrender charge equal
to the lesser of $25 or 2.0% of the amount requested will be payable upon
complete surrender and upon each partial surrender.

     The amount payable on complete surrender of the Policy is the net surrender
value at the end of the valuation period during which the surrender request is
received.  If the entire net accumulated value is surrendered, all insurance in
force will terminate.  A partial surrender must be at least $500 and cannot
exceed the lesser of (i) the net accumulated value less $500, or (2) 90% of the
net accumulated value.  The policyowner may request that the proceeds of a
complete or partial surrender be paid in a lump sum or under one of the payment
options specified in the Policy.

     A partial surrender will be allocated among the Subaccounts and Declared
Interest Option in accordance with the written instructions of the policyowner. 
If no such instructions are received with the request for partial surrender, the
partial surrender will be allocated among the Subaccounts and Declared Interest
Option in the same proportion that the accumulated value in each of the 


                                        -8-

<PAGE>

Subaccounts and the accumulated value in the Declared Interest Option, reduced
by any outstanding Policy Debt, bears to the total accumulated value, reduced by
any outstanding Policy Debt, on the date the request is received at the Home
Office.

     Surrender proceeds ordinarily will be mailed to the policyowner within
seven days after the Company receives a signed request for a surrender at its
Home Office, although payments may be postponed whenever:  (i) the New York
Stock Exchange is closed other than customary weekend and holiday closing, or
trading on the New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission; (ii) the Commission by order permits
postponement for the protection of policyowners; or (iii) an emergency exists,
as determined by the Commission, as a result of which disposal of securities is
not reasonably practicable, or it is not reasonably practicable to determine the
value of the net assets of the Variable Account. Payments under the Policy which
are derived from any amount paid to the Company by check or draft may be
postponed until such time as the Company is satisfied that the check or draft
has cleared the bank upon which it is drawn.

     (b)  PAYMENT OF DEATH PROCEEDS.  So long as the Policy remains in force,
the Company will, upon due proof of the insured's death, pay the death proceeds
to the primary or a contingent beneficiary (or if no beneficiary survives the
insured, to the policyowner or his estate).  In determining the amount of the
death proceeds, the death benefit will be reduced by any outstanding policy debt
and increased by any unearned loan interest and any premiums paid after the date
of death.  The amount of the death benefit payable under a Policy will depend
upon the death benefit option in effect at the time of the Insured's death.
Under Option A, the death benefit will be equal to the greater of (i) the sum of
the current specified amount and the accumulated value, or (ii) the 


                                        -9-

<PAGE>

accumulated value multiplied by the specified amount factor. Under Option B, the
death benefit will be equal to the greater of (i) the current specified amount,
or (ii) the accumulated value multiplied by the specified amount factor. 
Accumulated value will be determined as of the end of the Business Day
coinciding with or immediately following the date of death.  The specified
amount factors referred to above are determined by the "cash value corridor"
mandated by Section 7702 of the Internal Revenue Code.  The factor is 2.50 for
those under 40 years of age and declines as the insured's attained age increases
until it becomes 1.0 at age 115.

     The death proceeds will be paid to the beneficiary in one lump sum or under
any of the payment options set forth in the Policy, which include payments of
interest only, payments for a fixed period, payments for life with a term
certain, payments of a fixed amount, and a joint and two-thirds survivor monthly
life income.  The Company may also provide other payment options in the future.

     If the insured is still alive and the Policy is in force on the maturity
date (i.e., the insured's 115th birthday), the Company will pay the policyowner
the accumulated value of the Policy reduced by an outstanding policy debt.

     All payments of death benefits and maturity proceeds are ordinarily mailed
within seven days after the Company receives due proof of the insured's death or
within seven days of the maturity date, unless a payment option is chosen. 
However, payment may be delayed for more than seven days under the same
circumstances described above with respect to surrender payments.

     (c)  POLICY LOANS.  So long as the Policy remains in force and has a
positive net surrender value, a policyowner may borrow money from the Company at
any time using the Policy as the sole security for the policy loan.  The maximum
amount that may be borrowed at any time is 90% of the net surrender value as of
the end of the valuation period during which the request for the policy loan is
received at the Home Office, less any previously outstanding policy debt. 
Policy debt equals the sum of all


                                        -10-

<PAGE>

unpaid policy loans and any due and unpaid policy loan interest.  Policy debt
may be repaid in whole or in part any time during the insured's life and before
the maturity date so long as the Policy is in force.

     When a policy loan is made, an amount equal to the policy loan will be
segregated within the Declared Interest Option as security for the policy loan. 
If, immediately prior to the policy loan, the accumulated value in the Declared
Interest Option less policy debt outstanding immediately prior to such policy
loan is less than the amount of such policy loan, the difference will be
transferred from the Subaccounts which have accumulated value in the same
proportions that the Policy's accumulated value in each Subaccount bears to the
Policy's total accumulated value in the Variable Account.  No charge will be
made for those transfers.  Accumulated values will be determined as of the end
of the valuation period during which the request for the policy loan is received
at the home office.

     Policy loan proceeds normally will be mailed to the policyowner within
seven days after receipt of a written request. Postponement of a policy loan may
take place under the same circumstances described above with respect to
surrender payments.

     Amounts segregated within the Declared Interest Option as security for
policy debt will bear interest at an annual rate determined and declared by the
Company.  The interest credited will remain in the Declared Interest Option
unless and until transferred by the policyowner to the Variable Account, but
will not be segregated within the Declared Interest Option as security for
policy debt.


                                        -11-

<PAGE>

     The interest rate charged on policy loans is not fixed. Initially, it will
be the rate shown in the Policy on the policy data page.  The Company may at any
time elect to change the interest rate, subject to certain conditions specified
in the Policy and prospectus.  The Company will send notice of any change in
rate to the policyowner.  The new rate will take effect on the policy
anniversary coinciding with or next following the date the rate is changed.

     Interest is payable in advance at the time any policy loan is made (for the
remainder of the policy year) and on each policy anniversary thereafter (for the
entire policy year) so long as there is policy debt outstanding.  Interest
payable at the time a policy loan is made will be subtracted from the loan
proceeds. Thereafter, interest not paid when due will be added to the existing
policy debt and bear interest at the same rate charged for policy loans.  An
amount equal to unpaid interest will be segregated within the Declared Interest
Option in the same manner that amounts for policy loans are segregated within
the Declared Interest Option.

     Because interest is charged in advance, any interest that has not been
earned will be added to the death benefit payable at the insured's death and to
the accumulated value upon complete surrender, and will be credited to the
accumulated value in the Declared Interest Option upon repayment of policy debt.

     (d)  POLICY TERMINATION.  The Policy will terminate and lapse only when net
accumulated value is insufficient on a monthly deduction day to cover the
monthly deduction and a grace period expires without payment of a sufficient
premium.  A grace period of 61 days begins on the date on which the Company
sends written notice


                                        -12-

<PAGE>

of any insufficiency to the policyowner.  The notice will be sent to the
policyowner's last known address on file with the Company.  The notice will
specify the premium payment that, if received during the grace period, will be
sufficient to keep the Policy in force.  If the Company does not receive the
premium payment on or before the last day of the grace period, the Policy will
terminate and insurance coverage and all rights thereunder will cease. 
Insurance coverage will continue during the grace period.  The amount of the
premium sufficient to keep the Policy in force beyond the grace period is an
amount equal to three times the monthly deduction due on the monthly deduction
day immediately preceding the grace period.  A terminated Policy (other than a
surrendered Policy) may be reinstated prior to the maturity date at any time
within five years of the monthly deduction day immediately preceding the grace
period which expired without payment of the required premium.

     (e)  CANCELLATION PRIVILEGE.  The policyowner may cancel the Policy by
delivering or mailing written notice or sending a telegram to the Company at its
Home Office, and returning the Policy to the Company at its Home Office before
midnight of the twentieth day after receipt of the Policy.  With respect to all
Policies, the Company will refund, within seven days after receipt of the notice
of cancellation and the returned Policy at its Home Office, an amount equal to
the greater of premiums paid or the accumulated value plus an amount equal to
any charges that have been deducted from premiums, accumulated value and the
Variable Account.

     (f)  SPECIAL TRANSFER PRIVILEGE.  A policyowner may, at any time prior to
the maturity date while the Policy is in force, convert the Policy to a flexible
premium


                                        -13-

<PAGE>

fixed-benefit life insurance policy by requesting that all of the accumulated
value in the Variable Account be transferred to the Declared Interest Option.
The policyowner may exercise this special transfer privilege once each policy
year.  Once a policyowner exercises the special transfer privilege, all future
premium payments will automatically be credited to the Declared Interest Option,
until such time as the policyowner requests a change in allocation.  No charge
will be imposed for any transfers resulting from the exercise of this special
transfer privilege.


                                        -14-


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