SUN LIFE OF CANADA U S VARIABLE ACCOUNT I
S-6, 2000-01-10
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<PAGE>

       As Filed with the Securities and Exchange Commission on January 10, 2000

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM S-6

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

A.      Exact name of trust:

        Sun Life of Canada (U.S.) Variable Account I

B.      Name of depositor:

        Sun Life Assurance Company of Canada (U.S.)

C.      Complete address of depositor's principal executive offices:

        One Sun Life Executive Park
        Wellesley Hills, Massachusetts 02481

D.      Name and complete address of agent for service:

        Ellen B. King
        Secretary
        Sun Life Assurance Company of Canada (U.S.)
        One Sun Life Executive Park
        Wellesley Hills, Massachusetts 02481

        Copies to:

        Michael Berenson, Esq.
        Jorden Burt Boros Cicchetti Berenson & Johnson LLP
        Suite 400 East
        1025 Thomas Jefferson St.
        N.W. Washington, D.C. 20007-0805

E.      Title and amount of securities being registered:

        Last Survivor Flexible Premium Combination Fixed and Variable Life
        Insurance Policies.

F.      Approximate date of proposed public offering:

        As soon as practicable after the effective date of this Registration
        Statement.

        The Registrant hereby amends this Registration Statement on such
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 Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>

                       RECONCILIATION AND TIE BETWEEN
                         FORM N-8B-2 AND PROSPECTUS

<TABLE>
<CAPTION>
Item No. of
Form N-8B-2                              Caption in Prospectus
- -----------                              ---------------------
<S>                                      <C>
 1.                                      Cover page

 2.                                      Cover page

 3.                                      Not applicable

 4.                                      Distribution of Policy

 5.                                      The Variable Account

 6.                                      The Variable Account

 7.                                      Not applicable

 8.                                      Other Information--Financial Statements

 9.                                      Other Information--Legal Proceedings

10.                                      Summary of Policy; The Variable Account; The Funds; About the
                                         Policy; Voting Rights; Federal Income Tax Considerations

11.                                      Summary of Policy; The Variable Account; The Funds

12.                                      Summary of Policy; The Funds

13.                                      Summary of Policy; Expenses of the Funds; About the Policy--
                                         Charges and Deductions; Distribution of Policy; Federal Income
                                         Tax Considerations

14.                                      About the Policy--Policy Application, Issuance and Initial
                                         Premium

15.                                      About the Policy--Policy Application, Issuance and Initial
                                         Premium, --Right of Return Period, --Premium Payments, --Account
                                         Value, --Transfer Privileges

16.                                      The Funds; About the Policy--Premium Payments, --Account Value,
                                         --Transfer Privileges, --Accessing Your Account Value, --Maturity

17.                                      Summary of Policy; About the Policy--Account Value, --Accessing
                                         Your Account Value--Surrenders and Surrender Charges, --Right of
                                         Return Period

18.                                      The Variable Account; About the Policy--Account Value

19.                                      About the Policy--Other Policy Provisions--Reports to Owner

20.                                      Not applicable

21.                                      About the Policy--Policy Loans, --Death Benefit, --Account Value

22.                                      Not applicable

23.                                      Our Directors and Executive Officers

24.                                      Not applicable

25.                                      Sun Life Assurance Company of Canada (U.S.)

26.                                      Not applicable
</TABLE>

<PAGE>

<TABLE>
<S>                                      <C>
27.                                      Sun Life Assurance Company of Canada (U.S.)

28.                                      Sun Life Assurance Company of Canada (U.S.); Our Directors and
                                         Executive Officers

29.                                      Sun Life Assurance Company of Canada (U.S.)

30.                                      Not applicable

31.                                      Not applicable

32.                                      Not applicable

33.                                      Not applicable

34.                                      Not applicable

35.                                      Distribution of Policy

36.                                      Not applicable

37.                                      Not applicable

38.                                      Distribution of Policy

39.                                      Sun Life Assurance Company of Canada (U.S.); Distribution of
                                         Policy

40.                                      Not applicable

41.                                      Sun Life Assurance Company of Canada (U.S.); Distribution of
                                         Policy

42.                                      Not applicable

43.                                      Not applicable

44.                                      About the Policy--Application, Issuance and Initial Premium, --
                                         Right of Return Period, --Premium Payments, --Account Value, --
                                         Transfer Privileges, --Charges and Deductions

45.                                      Not applicable

46.                                      About the Policy--Application, Issuance and Initial Premium, --
                                         Right of Return Period, --Premium Payments, --Account Value, --
                                         Transfer Privileges

47.                                      The Funds

48.                                      Cover page; Sun Life Assurance Company of Canada (U.S.); The
                                         Variable Account

49.                                      Not applicable

50.                                      The Variable Account

51.                                      Summary of Policy; Sun Life Assurance Company of Canada (U.S.);
                                         About the Policy

52.                                      The Funds; The Variable Account; About the Policy--Other Policy
                                         Provisions--Addition, Deletion or Substitution of Investments, --
                                         Modification

53.                                      Federal Income Tax Considerations

54.                                      Not applicable
</TABLE>

<PAGE>

<TABLE>
<S>                                      <C>
55.                                      Not applicable

56.                                      Not applicable

57.                                      Not applicable

58.                                      Not applicable

59.                                      Not applicable
</TABLE>

<PAGE>



                                    Part I

<PAGE>
[LOGO]

                                                                      PROSPECTUS
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
(800) 700-6554

            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE

                  SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
             A LAST SURVIVOR FLEXIBLE PREMIUM COMBINATION FIXED AND
                    VARIABLE UNIVERSAL LIFE INSURANCE POLICY

    This prospectus describes the variable portions of a last survivor
combination fixed and variable universal life insurance policy (the "POLICY")
issued by Sun Life Assurance Company of Canada (U.S.) ("WE" or "US"). The Policy
allows "YOU," the policyowner, within certain limits, to:

    -   choose the type and amount of insurance coverage you need and
        increase or decrease that coverage as your insurance needs
        change;

    -   choose the amount and timing of premium payments;

    -   allocate net premium payments among 32 investment options
        (including 31 variable investment options and one fixed
        account investment option) and transfer Account Value among
        available investment options as your investment objectives
        change; and

    -   access your Policy's Account Value through loans and partial
        or total surrenders.

    This prospectus contains important information you should understand before
purchasing a Policy. We use certain special terms which are defined in Appendix
A. You should read this prospectus carefully and keep it for future reference.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                  _____, 2000
<PAGE>
                    VARIABLE SUB-ACCOUNT INVESTMENT OPTIONS

    The assets of Sun Life of Canada (U.S.) Variable Account I (the "Variable
Account") are divided into 31 variable Sub-Accounts. Each Sub-Account uses its
assets to purchase, at their net asset value, shares of the following mutual
funds or series thereof (the "Funds").

<TABLE>
<S>                                             <C>
AIM VARIABLE INSURANCE FUNDS, INC.              MFS/SUN LIFE SERIES TRUST
  AIM V.I. Capital Appreciation Fund            Capital Appreciation Series
  AIM V.I. Growth Fund                          Emerging Growth Series
  AIM V.I. Growth and Income Fund               Government Securities Series
  AIM V.I. International Equity Fund            High Yield Series
                                                Massachusetts Investors Growth Stock Series
THE ALGER AMERICAN FUND                         Massachusetts Investors Trust Series
  Alger American Growth Portfolio               New Discovery Series
  Alger American Income and Growth Portfolio    Total Return Series
  Alger American Small Capitalization           Utilities Series
Portfolio                                       OCC ACCUMULATION TRUST
GOLDMAN SACHS VARIABLE INSURANCE TRUST          Equity Portfolio
  Goldman Sachs VIT CORE Large Cap Growth Fund  Managed Portfolio
  Goldman Sachs VIT CORE Small Cap Equity Fund  Mid Cap Portfolio
  Goldman Sachs VIT CORE U.S. Equity Fund       Small Cap Portfolio
  Goldman Sachs VIT Growth and Income Fund
  Goldman Sachs VIT International Equity Fund   SUN CAPITAL ADVISERS TRUST
                                                Sun Capital Blue Chip Mid Cap Fund
                                                Sun Capital Investors Foundation Fund
                                                Sun Capital Investment Grade Bond Fund
                                                Sun Capital Money Market Fund
                                                Sun Capital Real Estate Fund
                                                Sun Capital Select Equity Fund
</TABLE>

                              FIXED ACCOUNT OPTION

    We periodically credit interest on amounts allocated to the fixed account
option at an effective annual rate guaranteed to be at least 3%.

II                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

<TABLE>
<CAPTION>
                         TABLE OF CONTENTS
    <S>                                                           <C>
    Summary of Policy...........................................      1
    Sun Life Assurance Company of Canada (U.S.).................      7
    The Variable Account........................................      7
    The Funds...................................................      8
    Fees and Expenses of the Funds..............................     13
    Our General Account.........................................     14
    Investment Programs.........................................     14
      Dollar Cost Averaging.....................................     14
      Asset Rebalancing.........................................     15
      Asset Allocation..........................................     15
    About the Policy............................................     15
      Policy Application, Issuance and Initial Premium..........     15
      Right of Return Period....................................     16
      Premium Payments..........................................     17
        Premium.................................................     17
        Net Premiums............................................     17
        Allocation of Net Premium...............................     17
        Planned Periodic Premiums...............................     18
      Death Benefit.............................................     18
      Changes in Specified Face Amount..........................     19
        Minimum Changes.........................................     19
        Increases...............................................     19
        Decreases...............................................     20
      Accessing Your Account Value..............................     20
        Surrenders and Surrender Charges........................     20
        Partial Surrenders......................................     23
        Policy Loans............................................     23
      Transfer Privileges.......................................     24
      Account Value.............................................     25
        Variable Account Value..................................     25
        Net Investment Factor...................................     27
        Fixed Account Value.....................................     27
        Insufficient Value......................................     29
        Minimum Premium Test (No-Lapse Guarantee)...............     29
        Grace Period............................................     29
        Splitting Units.........................................     30
      Charges and Deductions....................................     30
        Expense Charges Applied to Premium......................     30
        Mortality and Expense Risk Charge.......................     30
        Monthly Face Amount Charge..............................     30
        Monthly Cost of Insurance...............................     30
        Monthly Cost of Insurance Rates.........................     31
</TABLE>

III                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
<TABLE>
    <S>                                                           <C>
        Basis of Computation....................................     31
      Waivers; Reduced Charges; Credits; Bonus Interest Rates...     32
      Maturity..................................................     32
      Maturity Date Extension...................................     32
      Supplemental Benefits.....................................     33
        Estate Preservation Rider...............................     33
        Maturity Extension With Full Death Benefit Rider........     33
      Termination of Policy.....................................     33
      Reinstatement.............................................     33
      Deferral of Payment.......................................     34
      Rights of Owner...........................................     35
      Rights of Beneficiary.....................................     35
      Other Policy Provisions...................................     35
        Addition, Deletion or Substitution of Investments.......     35
        Entire Contract.........................................     36
        Alteration..............................................     36
        Modification............................................     36
        Assignments.............................................     36
        Nonparticipating........................................     37
        Misstatement of Age or Sex..............................     37
        Suicide.................................................     37
        Incontestability........................................     37
        Report to Owner.........................................     37
        Illustrations...........................................     38
    Performance Information.....................................     38
      Portfolio Performance.....................................     38
      Adjusted Portfolio Performance............................     38
      Other Information.........................................     39
    Federal Income Tax Considerations...........................     40
      Tax Status of The Policy..................................     40
      Diversification of Investments............................     40
      Tax Treatment of Policy Benefits..........................     41
        Life Insurance Death Benefit Proceeds...................     41
        Tax Deferred Accumulation...............................     41
        Distributions...........................................     41
        Modified Endowment Contracts............................     41
        Distributions Under Modified Endowment Contracts........     42
        Distributions Under a Policy That Is Not a MEC..........     42
        Policy Loan Interest....................................     43
        Multiple Policies.......................................     43
        Federal Income Tax Withholding..........................     43
      Our Taxes.................................................     43
    Distribution of Policy......................................     44
    Voting Rights...............................................     44
</TABLE>

IV                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
<TABLE>
    <S>                                                           <C>
    Our Directors and Executive Officers........................     45
    Other Information...........................................     50
      State Regulation..........................................     50
      Legal Proceedings.........................................     50
      Experts...................................................     51
      Accountants...............................................     51
      Registration Statements...................................     51
      Financial Statements......................................     51
    Appendix A--Glossary of Policy Terms........................    A-1
    Appendix B--Table of Death Benefit Percentages..............    B-1
    Appendix C--Sample Hypothetical Illustrations...............    C-1
</TABLE>

  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION WHERE THE
  OFFERING WOULD NOT BE LAWFUL. YOU SHOULD RELY ONLY ON THE INFORMATION
  CONTAINED IN THIS PROSPECTUS OR IN THE PROSPECTUS OR STATEMENT OF ADDITIONAL
  INFORMATION OF THE FUNDS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
  INFORMATION THAT IS DIFFERENT.

V                        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                        SUMMARY OF POLICY

                       RIGHT OF RETURN PERIOD

                           You may return your Policy to us for any reason and
                       receive a refund within 10 days from the date of receipt
                       of your Policy. A longer period may apply in some states.

                       PREMIUM PAYMENTS

                       -  You must make a minimum initial premium payment, the
                          amount of which will vary based on various factors,
                          including the age, sex and rating class of each
                          Insured.

                       -  Thereafter, you choose the amount and timing of
                          premium payments, within certain limits.

                       -  You may allocate your net premium payments among the
                          Policy's available investment options.

                       DEATH BENEFIT

                       -  The Policy's death benefit is payable upon the death
                          of the last of two Insureds to die.

                       -  You have a choice of two death benefit options--

<TABLE>
<S>                           <C>
SPECIFIED FACE AMOUNT is the  -  the SPECIFIED FACE AMOUNT; or
minimum amount of life            -  the sum of the Specified Face Amount and the Account Value of your Policy.
insurance in your Policy.     -  For each option, the death benefit may be greater if necessary to satisfy
                                federal tax laws.
</TABLE>

                       -  After the first Policy Year, you may:

                           -   change your death benefit option;

                           -   increase the Specified Face Amount,
                               subject to satisfactory evidence of
                               insurability; or

                           -   decrease the Specified Face Amount,
                               provided that the Specified Face
                               Amount after the decrease is not less
                               than an amount we specify in your
                               Policy.

                       THE VARIABLE ACCOUNT

                       -  We have established a variable separate account to
                          fund the variable benefits under the Policy.

                         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       -  The assets of the variable separate account are
                          insulated from the claims of our general creditors.

                       INVESTMENT OPTIONS

                       -  You may allocate your net premium payments among the
                          31 variable Sub-Accounts and the fixed account option
                          listed on page ii of this prospectus.

                       -  Each Sub-Account invests exclusively in shares of a
                          mutual fund portfolio.

                       -  You may transfer amounts from one Sub-Account to
                          another or to the Fixed Account Value, subject to any
                          limits that may be imposed by the Funds.

                       -  You may transfer amounts from the fixed account
                          option, subject to our rules as they may exist from
                          time to time.

                       SUPPLEMENTAL BENEFITS

                       -  You may supplement your Policy with the following
                          riders, where available--

                           -   estate preservation; and

                           -   maturity extension with full death
                               benefit.

                       -  We will deduct the cost, if any, of the rider(s) from
                          your Policy's Account Value on a monthly basis.

                       ACCESSING YOUR ACCOUNT VALUE

<TABLE>
<S>                           <C>
CASH SURRENDER VALUE is       -
Account Value minus any       You may borrow from us using your Account Value as collateral. Loans may be
surrender charges and the     taxable events if your Policy is a "modified endowment contract" for federal
amount of any Policy Debt.    income tax purposes and the value of your Policy exceeds its cost.
The SURRENDER CHARGE PERIOD   -  You may surrender your Policy for its CASH SURRENDER VALUE. If you surrender
ends generally 15 years       your Policy during the SURRENDER CHARGE PERIOD, you will incur any applicable
after you purchase or         surrender charges.
increase the Specified Face   -  You may make a partial surrender of some of your Policy's Cash Surrender Value
Amount of your Policy.        after the Policy has been in force for one year. A partial surrender will cause a
                              decrease in the Specified Face Amount of your Policy if your death benefit option
                              is the Specified Face Amount.
</TABLE>

                          2        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       ACCOUNT VALUE

<TABLE>
<S>                           <C>
ACCOUNT VALUE is the sum of   -
the amounts in each Sub-      Your Policy's ACCOUNT VALUE will reflect--
Account and the Fixed             -  the premiums you pay;
Account Value with respect        -  the investment performance of the Sub-Accounts you select, and/or the
to your Policy.                     interest credited in the fixed account option;
                                  -  any loans or partial surrenders;
                                  -  the charges we deduct under the Policy.
</TABLE>

                       POLICY CHARGES AND DEDUCTIONS

                       -  EXPENSE CHARGES APPLIED TO PREMIUMS--We will deduct a
                          charge from your premium payments as a sales load and
                          for our federal, state and local tax obligations. For
                          the first Policy Year, the charge is 10% of premiums
                          up to an amount specified in the policy. The charge on
                          premiums in excess of that amount is guaranteed not to
                          exceed 7.25%. The current charge is 5.25%. For Policy
                          Year 2 and thereafter, the charge on all premiums is
                          guaranteed not to exceed 7.25%. The current charge is
                          5.25%.

                       -  MORTALITY AND EXPENSE RISK CHARGE--We deduct a daily
                          charge from your Variable Account Value for the
                          mortality and expense risks we assume with respect to
                          the Policy. The guaranteed maximum daily rate is
                          equivalent to an annual rate of 0.80% of the Variable
                          Account Value. Our current daily rate is equivalent to
                          an annual rate of 0.50%.

                       -  MONTHLY COST OF INSURANCE CHARGE--We will deduct a
                          monthly charge from your Account Value for the cost of
                          insurance. Our guaranteed Monthly Cost of Insurance
                          rates are based on the 1980 Commissioner's Standard
                          Ordinary Smoker and Nonsmoker Mortality Tables. The
                          applicable charge will vary based on the amount of
                          insurance coverage you request and other factors,
                          including the age, sex and rating class of each
                          Insured.

                       -  MONTHLY FACE AMOUNT CHARGE--We will deduct a monthly
                          charge from your Account Value for the first 10 Policy
                          Years following the issuance of your Policy based on
                          the initial Specified Face Amount and for the first 10
                          Policy Years following the effective date for each
                          increase in the Specified Face Amount, if any, based
                          on the amount of increase. The applicable charge is
                          equal to the initial Specified Face Amount or the
                          amount of increase, as the case may be, times a rate
                          that varies based on the age, sex and rating class of
                          each Insured.

                       -  MONTHLY COST OF SUPPLEMENTAL BENEFITS--We will deduct
                          a monthly charge from your Account Value for the cost,
                          if any, of any supplemental benefit riders issued with
                          your Policy. The applicable charge will vary based on
                          various

                          3        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                          factors which may include, among others, the amount of
                          coverage and the age, sex and rating class of each
                          Insured.

                       -  SURRENDER CHARGES--We will deduct a surrender charge
                          from your Account Value if you surrender your Policy
                          or request a decrease in the Specified Face Amount
                          during the surrender charge period. There is a
                          separate surrender charge period for the initial
                          Specified Face Amount and each increase in the
                          Specified Face Amount you request, which starts on the
                          date we issue your Policy and on the effective date
                          for the increase, respectively. Each surrender charge
                          period will generally end after 15 Policy Years, but
                          may end sooner under certain circumstances. The
                          surrender charge will be an amount based on certain
                          factors, including the Specified Face Amount and the
                          age, sex and rating class of each Insured. The
                          following are examples of surrender charges at
                          representative Issue Ages.

                                     FIRST YEAR SURRENDER CHARGES
                                  PER $1,000 OF SPECIFIED FACE AMOUNT
                                (Male/Female Insured Pair, Non-Tobacco)

<TABLE>
<CAPTION>
                               ISSUE AGES   ISSUE AGES    ISSUE AGES
                                35 & 35       45 & 45       55 & 55
                               ----------   -----------   -----------
                               <S>          <C>           <C>
                                 $16.10       $20.25        $27.22

<CAPTION>
                               ISSUE AGES   ISSUE AGES    ISSUE AGES
                                65 & 65       75 & 75       85 & 85
                               ----------   -----------   -----------
                               $    40.02   $     45.00   $     45.00
                               <S>          <C>           <C>
</TABLE>

                       -  INTEREST ON POLICY LOANS--Policy loans accrue interest
                          daily at 4% annually during Policy Years 1 through 10
                          and 3% annually thereafter.

                       FEES AND EXPENSES OF THE FUNDS

<TABLE>
<S>                           <C>
You should read the           You will indirectly bear the costs of investment management fees and other
Funds' prospectuses before    expenses paid from the assets of the Funds you select. The following table shows
investing.                    the fees and expenses paid by the Funds as a percentage of average net assets
                              based on information for the year ended December 31, 1998. This information was
                              provided by the Funds and we have not independently verified it. The Funds' fees
                              and expenses are more fully described in the current prospectuses for the Funds.
                              You should read them before investing.
</TABLE>

                          4        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                                         ANNUAL FUND EXPENSES
                             (As a Percentage of Fund Average Net Assets)

<TABLE>
<CAPTION>
                                                                                               TOTAL ANNUAL
                                                  MANAGEMENT               OTHER              FUND OPERATING
                                                     FEES                EXPENSES                EXPENSES
                                              -------------------   -------------------   ----------------------
<S>                                           <C>                   <C>                   <C>
 AIM VARIABLE INSURANCE FUNDS, INC.
- --------------------------------------------
  AIM V.I. Capital Appreciation Fund                 0.62                  0.05                    0.67
  AIM V.I. Growth Fund                               0.64                  0.08                    0.72
  AIM V.I.Growth and Income Fund                     0.61                  0.04                    0.65
  AIM V.I.International Equity Fund                  0.75                  0.16                    0.91

 THE ALGER AMERICAN FUND
- --------------------------------------------
  Alger American Growth Portfolio                    0.75                  0.04                    0.79
  Alger American Income and Growth Portfolio         0.62                  0.08                    0.70
  Alger American Small Capitalization
    Portfolio                                        0.85                  0.04                    0.89

 GOLDMAN SACHS VARIABLE INSURANCE TRUST
 (after expense reimbursement or waiver) (1)
- --------------------------------------------
  Goldman Sachs VIT CORE Large Cap Growth
    Fund                                             0.70                  0.10                    0.80
  Goldman Sachs VIT CORE Small Cap Equity
    Fund                                             0.75                  0.15                    0.90
  Goldman Sachs VIT CORE U.S. Equity Fund            0.70                  0.10                    0.80
  Goldman Sachs VIT Growth and Income Fund           0.75                  0.15                    0.90
  Goldman Sachs VIT International Equity
    Fund                                             1.00                  0.25                    1.25

 MFS/SUN LIFE SERIES TRUST
- --------------------------------------------
  Capital Appreciation Series                        0.73                  0.04                    0.77
  Emerging Growth Series                             0.72                  0.06                    0.78
  Government Securities Series                       0.55                  0.07                    0.62
  High Yield Series                                  0.75                  0.07                    0.82
  Massachusetts Investors Growth Stock               0.75                  0.22                    0.97
  Series Massachusetts Investor Trust Series         0.55                  0.04                    0.59
  Trust Series New Discovery Series                  0.90                  0.35                    1.25
  (after expense reimbursement or waiver)
    (1)
  Total Return Series                                0.65                  0.05                    0.70
  Utilities Series                                   0.75                  0.11                    0.86

 OCC ACCUMULATION TRUST
- --------------------------------------------
  Equity Portfolio                                   0.80                  0.14                    0.94
  Managed Portfolio                                  0.78                  0.04                    0.82
  Mid Cap Portfolio                                  0.80                  0.25                    1.05
  (after expense reimbursement or
    waiver) (1)
  Small Cap Portfolio                                0.80                  0.08                    0.88

SUN CAPITAL ADVISERS TRUST
 (after expense reimbursement or waiver) (1)
- --------------------------------------------
  Sun Capital Blue Chip Mid Cap Fund (2)             0.80                  0.20                    1.00
  Sun Capital Investors Foundation Fund (2)          0.75                  0.15                    0.90
  Sun Capital Investment Grade Bond Fund             0.60                  0.15                    0.75
  Sun Capital Money Market Fund                      0.50                  0.15                    0.65
  Sun Capital Real Estate Fund                       0.95                  0.30                    1.25
  Sun Capital Select Equity Fund (2)                 0.75                  0.15                    0.90
</TABLE>

                          5        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
<TABLE>
<S>                                           <C>                   <C>                   <C>
 NOTES
- ------------------------
</TABLE>

 (1)     "Other Expenses" are based on actual expenses for the last fiscal year
         ended December 31, 1998, including any applicable expense reimbursement
         or waiver. The investment advisers for the indicated Funds have
         voluntarily agreed to waive or reimburse a portion of the management
         fees and/or operating expenses resulting in a reduction of the total
         operating expenses. Absent any such waiver or reimbursement,
         "Management Fees," "Other Expenses" and "Total Annual Fund Operating
         Expenses" were --

         0.70%, 2.17% and 2.87% for the Goldman Sachs VIT CORE Large Cap Growth
         Fund;
              0.75%, 3.17% and 3.92% for the Goldman Sachs VIT CORE Small Cap
         Equity Fund;
              0.70%, 2.13% and 2.83% for the Goldman Sachs VIT CORE U.S. Equity
         Fund;
              0.75%, 1.94% and 2.69% for the Goldman Sachs VIT CORE Growth and
         Income Fund;
              1.00%, 1.97% and 2.97% for the Goldman Sachs VIT International
         Equity Fund;
              0.90%, 0.70% and 1.60% for the MFS/Sun Life New Discovery Series;
              0.80%, 3.48% and 4.28% for the OCC Mid Cap Portfolio;
              0.80%, 3.50% and 4.10% for the Sun Capital Investment Grade Bond
         Fund;
              0.50%, 11.79% and 12.29% for the Sun Capital Money Market Fund;
         and
              0.95%, 6.49% and 7.44% for the Sun Capital Real Estate Fund.

 (2)     These Funds commenced operations in 1999. Accordingly, "Other Expenses"
         are based on estimates for the fiscal year ended December 31, 1999, net
         of any applicable expense reimbursement or waiver. The investment
         advisers for the indicated Funds have voluntarily agreed to waive or
         reimburse a portion of the management fees and/or operating expenses
         resulting in a reduction of the total expenses.

         To the extent that the expense ratio of any Fund of Sun Capital
         Advisers Trust falls below the Fund's expense limit, the Fund's
         investment adviser reserves the right to be reimbursed for management
         fees waived and Fund expenses paid by it during the prior two years.

                       WHAT IF CHARGES AND DEDUCTIONS EXCEED CASH SURRENDER
                       VALUE?

                       -  Your Policy will terminate if your Cash Surrender
                          Value at the beginning of any Policy Month is less
                          than the charges and deductions then due.

                       -  We will send you notice and allow you a 61-day Grace
                          Period.

                       -  If, within the Grace Period, you do not make a premium
                          payment sufficient to cover all accrued and unpaid
                          charges and deductions, your Policy will terminate at
                          the end of the Grace Period without further notice.

                       MINIMUM PREMIUM TEST (NO-LAPSE GUARANTEE)

                           Your insurance coverage will remain in force during
                       the first five Policy Years even if your Policy's Cash
                       Surrender Value is insufficient to keep the Policy in
                       force, provided that your Policy meets certain
                       requirements.

                       REINSTATEMENT

                           If your Policy terminates due to insufficient value,
                       we will reinstate it within five years at your request,
                       subject to certain conditions.

                          6        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       MATURITY

                           Your Policy will terminate when the younger Insured
                       reaches Attained Age 100. If either Insured is living and
                       your Policy is in force on the Maturity date, your
                       Policy's Cash Surrender Value will be payable to you.

                       MATURITY EXTENSION

                           The Maturity date may be extended at your request.
                       The death benefit will be your Account Value on the date
                       of death of the last Insured to die.

                       FEDERAL TAX CONSIDERATIONS

                           Your purchase of, and transactions under, your Policy
                       may have tax consequences that you should consider before
                       purchasing a Policy. You may wish to consult a tax
                       adviser. In general, the beneficiary will receive Policy
                       Proceeds without there being taxable income. Increases in
                       Account Value will not be taxable as earned, although
                       there may be income tax due on a full or partial
                       surrender of your Policy or on policy loans.

                           SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

<TABLE>
<S>                           <C>
We are an indirect wholly-            Sun Life Assurance Company of Canada (U.S.) is a stock life insurance
owned subsidiary of Sun Life  company incorporated under the laws of Delaware on January 12, 1970. We are
Assurance Company of Canada,  authorized to do business in forty-eight states, the District of Columbia and
a Canadian mutual life        Puerto Rico, and anticipate that we will eventually be authorized to do business
insurance company.            in all states except New York. We issue individual and group life insurance
                              policies and annuity contracts.
</TABLE>

                           We are an indirect, wholly-owned subsidiary of Sun
                       Life Assurance Company of Canada, a Canadian mutual life
                       insurance company located at 150 King Street West,
                       Toronto, Ontario, Canada.

                                       THE VARIABLE ACCOUNT

                           We established Sun Life of Canada (U.S.) Variable
                       Account I in accordance with Delaware law on December 1,
                       1998. The Variable Account may also be used to fund
                       benefits payable under other life insurance policies
                       issued by us.

                           We own the assets of the Variable Account. The
                       income, gains or losses, realized or unrealized, from
                       assets allocated to the Variable Account are credited to
                       or charged against the Variable Account without regard to
                       our other income, gains or losses.

                        7          FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>

<TABLE>
<S>                           <C>
The assets of the Variable            We will at all times maintain assets in the Variable Account with a total
Account are insulated from    market value at least equal to the reserves and other liabilities relating to the
our general liabilities.      variable benefits under all policies participating in the Variable Account. Those
                              assets may not be charged with our liabilities from our other business. Our
                              obligations under those policies are, however, our general corporate obligations.
</TABLE>

<TABLE>
<S>                           <C>
The Variable Account is reg-          The Variable Account is registered with the Securities and Exchange
istered with the SEC.         Commission under the Investment Company Act of 1940 as a unit investment trust.
                              Registration under the Investment Company Act does not involve any supervision by
                              the Securities and Exchange Commission of the management or investment practices
                              or policies of the Variable Account.
</TABLE>

<TABLE>
<S>                           <C>
The Variable Account has 31           The Variable Account is divided into 31 Sub-Accounts. Each Sub- Account
Sub-Accounts. Each Sub-       invests exclusively in shares of a corresponding investment portfolio of a
Account invests exclusively   registered investment company (commonly known as a mutual fund). We may in the
in shares of a single mutual  future add new or delete existing Sub-Accounts. The income, gains or losses,
fund portfolio.               realized or unrealized, from assets allocated to each Sub-Account are credited to
                              or charged against that Sub-Account without regard to the other income, gains or
                              losses of the other Sub-Accounts. All amounts allocated to a Sub-Account will be
                              used to purchase shares of the corresponding mutual fund. The Sub-Accounts will
                              at all times be fully invested in mutual fund shares.
</TABLE>

                                            THE FUNDS

<TABLE>
<S>                           <C>
The Fund Prospectuses have            The Policy offers a number of Fund options, which are briefly discussed
more information about the    below. Each Fund is a mutual fund registered under the Investment Company Act of
Funds, and may be obtained    1940, or a separate series of shares of such a mutual fund. More comprehensive
from us without charge.       information, including a discussion of potential risks, is found in the current
                              prospectuses for the Funds (the "Fund Prospectuses"). The Fund Prospectuses
                              should be read in connection with this prospectus. A copy of each Fund Prospectus
                              may be obtained without charge by calling (800) 700-6554, or writing to Sun Life
                              Assurance Company of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills,
                              Massachusetts 02481.
</TABLE>

                           The Funds currently available are:

                       AIM VARIABLE INSURANCE FUNDS, INC. (advised by AIM
                       Advisors, Inc.)

                           AIM V.I. CAPITAL APPRECIATION FUND seeks to provide
                       growth of capital through investment in common stocks,
                       with emphasis on medium- and small-sized growth
                       companies.

                           AIM V.I. GROWTH FUND seeks to provide growth of
                       capital by investing primarily in seasoned and better
                       capitalized companies considered to have strong earnings
                       momentum.

                        8          FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           AIM V.I. GROWTH AND INCOME FUND seeks to provide
                       growth of capital, with a secondary objective of current
                       income.

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

                       THE ALGER AMERICAN FUND (advised by Fred Alger
                       Management, Inc.)

                           ALGER AMERICAN GROWTH PORTFOLIO seeks long-term
                       capital appreciation by investing primarily in equity
                       securities of companies with market capitalizations of $1
                       billion or more.

                           ALGER AMERICAN INCOME AND GROWTH PORTFOLIO seeks
                       primarily to provide a high level of dividend income by
                       investing in dividend paying equity securities. Capital
                       appreciation is a secondary objective.

                           ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO seeks
                       long-term capital appreciation by investing primarily in
                       equity securities of companies with market
                       capitalizations within the range of the Russell 2000
                       Growth Index or the S&P SmallCap 600 Index.

                       GOLDMAN SACHS VARIABLE INSURANCE TRUST (advised by
                       Goldman Sachs Asset Management, a separate operating
                       division of Goldman, Sachs & Co., except for Goldman
                       Sachs International Equity Fund, which is advised by
                       Goldman Sachs Asset Management International, an
                       affiliate of Goldman, Sachs & Co.)

                           GOLDMAN SACHS VIT CORE LARGE CAP GROWTH FUND seeks
                       long-term growth of capital through a broadly diversified
                       portfolio of equity securities of large cap U.S. issuers
                       that are expected to have better prospects for earnings
                       growth than the growth rate of the general domestic
                       economy. Dividend income is a secondary consideration.

                           GOLDMAN SACHS VIT CORE SMALL CAP EQUITY FUND seeks
                       long-term growth of capital through a broadly diversified
                       portfolio of equity securities of U.S. issuers which are
                       included in the Russell 2000 Index at the time of
                       investment.

                           GOLDMAN SACHS VIT CORE U.S. EQUITY FUND seeks
                       long-term growth of capital and dividend income through a
                       broadly diversified portfolio of large cap and blue chip
                       equity securities representing all major sectors of the
                       U.S. economy.

                           GOLDMAN SACHS VIT GROWTH AND INCOME FUND seeks
                       long-term growth of capital and growth of income through
                       investments in equity securities that

                        9          FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       are considered to have favorable prospects for capital
                       appreciation and/or dividend paying ability.

                           GOLDMAN SACHS VIT INTERNATIONAL EQUITY FUND seeks
                       long-term capital appreciation through investments in
                       equity securities of companies that are organized outside
                       the U.S. or whose securities are principally traded
                       outside the U.S.

                       MFS/SUN LIFE SERIES TRUST (advised by our affiliate
                       Massachusetts Financial Services Company)

                           CAPITAL APPRECIATION SERIES seeks capital
                       appreciation by investing in securities of all types,
                       with a major emphasis on common stocks.

                           EMERGING GROWTH SERIES seeks to provide long-term
                       growth of capital by investing primarily (i.e. at least
                       80% of all its assets under normal circumstances) in
                       common stocks of emerging growth companies, including
                       companies that the series' investment adviser believes
                       are early in their life cycle but which have the
                       potential to become major enterprises. Dividend and
                       interest income from portfolio securities, if any, is
                       incidental to its objective of long-term growth of
                       capital.

                           GOVERNMENT SECURITIES SERIES seeks current income and
                       preservation of capital by investing in U.S. Government
                       and U.S. Government-related securities.

                           HIGH YIELD SERIES seeks high current income and
                       capital appreciation by investing primarily in fixed
                       income securities of U.S. and foreign issuers which may
                       be in the lower rated categories or unrated (commonly
                       known as "junk bonds") and which may include equity
                       features. The series may invest up to 100% of its net
                       assets in these securities, which generally involve
                       greater risks, including volatility of price, risk of
                       principal and income, default risks and less liquidity,
                       than securities in the higher rated categories.

                           MASSACHUSETTS INVESTORS GROWTH STOCK SERIES seeks to
                       provide long-term growth of capital and future income
                       rather than current income. The series invests, under
                       normal market conditions, at least 80% of its total
                       assets in common stocks and related securities, such as
                       preferred stocks, convertible securities and depositary
                       receipts for those securities, of companies which the
                       series' adviser believes offer better than average
                       prospects for long-term growth.

                           MASSACHUSETTS INVESTORS TRUST SERIES seeks long-term
                       growth of capital and future income while providing more
                       current dividend income than is normally obtainable from
                       a portfolio of only growth stocks. The series invests,
                       under normal market conditions, at least 65% of its total
                       assets in common stock and related securities, such as
                       preferred stocks, convertible securities and depositary
                       receipts for those securities. While the series may
                       invest in companies

                        10         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       of any size, the series generally focuses on companies
                       with larger market capitalizations that the series'
                       adviser believes have sustainable growth prospects and
                       attractive valuations based on current and expected
                       earnings of cash flow. This series was formerly known as
                       the Conservative Growth Series.

                           NEW DISCOVERY SERIES seeks capital appreciation. The
                       series invests, under normal market conditions, at least
                       65% of its total assets in common stocks and related
                       securities, such as preferred stocks, convertible
                       securities and depositary receipts for those securities,
                       of emerging growth companies. These companies are
                       companies that the series' adviser believes are either
                       early in their life cycle but have the potential to
                       become major enterprises or are major enterprises whose
                       rates of earnings growth are expected to accelerate.

                           TOTAL RETURN SERIES seeks to obtain above-average
                       income (compared to a portfolio entirely invested in
                       equity securities) consistent with prudent employment of
                       capital; its secondary objective is to take advantage of
                       opportunities for growth of capital and income since many
                       securities offering a better than average yield may also
                       possess growth potential. The series is a "balanced
                       fund," and invests in a combination of equity and fixed
                       income securities. Under normal market conditions, the
                       series invests (i) at least 40%, but not more than 75%,
                       of its net assets in common stocks and related
                       securities, such as preferred stocks, bonds, warrants or
                       rights convertible into stock, and depositary receipts
                       for those securities; and (ii) at least 25% of its net
                       assets in non-convertible fixed income securities.

                           UTILITIES SERIES seeks capital growth and current
                       income (income above that available from a portfolio
                       invested entirely in equity securities) by investing
                       under normal market conditions, at least 65% of its
                       assets in equity and debt securities issued by both
                       domestic and foreign utility companies.

                       OCC ACCUMULATION TRUST (advised by OpCap Advisors)

                           EQUITY PORTFOLIO seeks long-term capital appreciation
                       through investment in a diversified portfolio of equity
                       securities selected on the basis of a value oriented
                       approach to investing.

                           MANAGED PORTFOLIO seeks to achieve growth of capital
                       over time through investment in a portfolio consisting of
                       common stocks, bonds and cash equivalents, the
                       percentages of which will vary based on the portfolio
                       manager's assessments of the relative outlook for such
                       investments.

                           MID CAP PORTFOLIO seeks long-term capital
                       appreciation through investment in a diversified
                       portfolio of equity securities. The portfolio will invest
                       primarily in companies with market capitalizations of
                       between $500 million and $5 billion.

                        11         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           SMALL CAP PORTFOLIO seeks capital appreciation
                       through investment in a diversified portfolio of equity
                       securities of companies with market capitalizations of
                       under $1 billion.

                       SUN CAPITAL ADVISERS TRUST (advised by our affiliate Sun
                       Capital Advisers, Inc.)

                           SUN CAPITAL BLUE CHIP MID CAP FUND seeks long-term
                       capital growth by investing primarily in a diversified
                       portfolio of common stocks and other equity securities of
                       U.S. companies with market capitalizations within the
                       range represented by the Standard & Poor's (S&P) Mid Cap
                       400 Index.

                           SUN CAPITAL INVESTORS FOUNDATION FUND seeks long-term
                       capital growth by investing primarily in a diversified
                       portfolio of common stocks and other equity securities of
                       U.S. companies. The fund will generally hold stocks of
                       companies with market capitalizations within the range
                       represented by the S&P 500 Index.

                           SUN CAPITAL INVESTMENT GRADE BOND FUND seeks high
                       current income consistent with relative stability of
                       principal by investing primarily in investment grade
                       bonds, including those issued by U.S. and foreign
                       companies (including companies in emerging market
                       countries), the U.S. Government and its agencies and
                       instrumentalities (including those which issue
                       mortgage-backed securities), foreign governments
                       (including those of emerging market countries), and
                       multinational organizations such as the World Bank.

                           SUN CAPITAL MONEY MARKET FUND seeks to maximize
                       current income, consistent with maintaining liquidity and
                       preserving capital, by investing exclusively in high
                       quality U.S. dollar-denominated money market securities,
                       including those issued by U.S. and foreign banks,
                       corporate issuers, the U.S. Government and its agencies
                       and instrumentalities, foreign governments and
                       multinational organizations such as the World Bank. The
                       fund may invest in all types of money market securities,
                       including commercial paper, certificates of deposit,
                       bankers' acceptances, mortgage-backed and asset-backed
                       securities, repurchase agreements and other short-term
                       debt securities.

                           SUN CAPITAL REAL ESTATE FUND primarily seeks
                       long-term capital growth and, secondarily, seeks current
                       income and growth of income. The fund invests at least
                       80% of its assets in securities of real estate trusts and
                       other real estate companies. The fund generally focuses
                       its investments in equity REITs, which invest most of
                       their assets directly in U.S. or foreign real property,
                       receive most of their income from rents and may also
                       realize gains by selling appreciated properties.

                           SUN CAPITAL SELECT EQUITY FUND seeks long-term
                       capital growth. The fund will normally invest in twenty
                       to forty common stocks and other equity securities

                        12         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       of large capitalization U.S. companies. These investments
                       are selected primarily from the S&P 500 Index.

                           Although the investment objectives and policies of
                       the Funds may be similar to those of other mutual funds
                       managed by the Funds' investment advisers, the investment
                       results of the Funds can differ significantly from those
                       of such other mutual funds.

                           Some of the Funds' investment advisers may compensate
                       us for administering the Funds as investment options
                       under the Policy. Such compensation is paid from the
                       advisers' assets.

                           The Funds may also be available to separate accounts
                       offering variable annuity and variable life products of
                       other affiliated and unaffiliated insurance companies, as
                       well as our other separate accounts. Although we do not
                       anticipate any disadvantages in this, there is a
                       possibility that a material conflict may arise between
                       the interests of the Variable Account and one or more of
                       the other separate accounts participating in the Funds. A
                       conflict may occur due to a change in law affecting the
                       operations of variable life and variable annuity separate
                       accounts, differences in the voting instructions of
                       policyowners and those of other companies, or some other
                       reason. In the event of conflict, we will take any steps
                       necessary to protect policyowners, including withdrawal
                       of the Variable Account from participation in the Funds
                       which are involved in the conflict or substitution of
                       shares of other Funds.

                                  FEES AND EXPENSES OF THE FUNDS

                           Fund shares are purchased at net asset value, which
                       reflects the deduction of investment management fees and
                       certain other expenses. The management fees are charged
                       by each Fund's investment adviser for managing the Fund
                       and selecting its portfolio of securities. Other Fund
                       expenses can include such items as interest expense on
                       loans and contracts with transfer agents, custodians, and
                       other companies that provide services to the Fund.

                           The Fund expenses are assessed at the Fund level and
                       are not direct charges against Variable Account assets or
                       reductions from Cash Values. These expenses are taken
                       into consideration in computing each Fund's net asset
                       value, which is the share price used to calculate the
                       Unit Values of the Variable Account. The table contained
                       in the front part of this prospectus shows annual
                       expenses paid by the Funds as a percentage of average net
                       assets.

                           The management fees and other expenses of the Funds
                       are more fully described in the Fund Prospectuses. The
                       information relating to the Fund expenses was provided by
                       the Fund and was not independently verified by us.

                        13         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                                       OUR GENERAL ACCOUNT

                           Our general account consists of all of our assets
                       other than those in our variable separate accounts.
                       Subject to applicable law, we have sole discretion over
                       the investment of our general account assets.

<TABLE>
<S>                           <C>
Fixed account investments             Interests in our general account offered through the fixed account
are not securities and we     investment option have not been registered under the Securities Act of 1933 and
are not an investment         our general account has not been registered as an investment company under the
company.                      Investment Company Act of 1940.
</TABLE>

                           You may allocate net premiums to the fixed account
                       investment option and may transfer any portion of your
                       investments in the Sub-Accounts to the fixed account. You
                       may also transfer a portion of your investment in the
                       fixed account to any of the variable Sub-Accounts.
                       Transfers may be subject to certain restrictions.

<TABLE>
<S>                           <C>
Fixed account investments             An investment in the fixed account option does not entitle you to share
earn at least 3% interest.    in the investment experience of our general account. Instead, we guarantee that
                              your fixed account investment will accrue interest daily at an effective annual
                              rate of at least 3%, without regard to the actual investment experience of our
                              general account. We may, at our sole discretion, credit a higher rate of
                              interest, but are not obligated to do so.
</TABLE>

                                       INVESTMENT PROGRAMS

                       DOLLAR COST AVERAGING

                           You may select, at no extra charge, a dollar cost
                       averaging program by allocating a minimum of $5,000 to a
                       Sub-Account designated by us. Each month or quarter, a
                       level amount will be transferred automatically, at no
                       cost, to one or more Sub-Accounts chosen by you, up to a
                       maximum of twelve. The program continues until your
                       Account Value allocated to the program is depleted or you
                       elect to stop the program.

                           The main objective of a dollar cost averaging program
                       is to minimize the impact of short-term price
                       fluctuations. Since the same dollar amount is transferred
                       to other available investment options at set intervals,
                       dollar cost averaging allows you to purchase more Units
                       (and, indirectly, more Fund shares) when prices are low
                       and fewer Units (and, indirectly, fewer Fund shares) when
                       prices are high. Therefore, a lower average cost per Unit
                       may be achieved over the long-term. A dollar cost
                       averaging program allows you to take advantage of market
                       fluctuations. However, it is important to understand that
                       a dollar cost averaging program does not assure a profit
                       or protect against loss in a declining market.

                        14         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       ASSET REBALANCING

                           Once your money has been allocated among the
                       investment options, the earnings may cause the percentage
                       invested in each investment option to differ from your
                       allocation instructions. You can direct us to
                       automatically rebalance your contract to return to your
                       allocation percentages by selecting our asset rebalancing
                       program. The rebalancing will be on a calendar quarter,
                       semi-annual or annual basis, depending on your
                       instructions. The minimum amount of each rebalancing is
                       $1,000.

                           There is no charge for asset rebalancing. In
                       addition, rebalancing will not be counted against any
                       limit we may place on your number of transfers in a
                       Policy Year. You may not select dollar cost averaging and
                       asset rebalancing at the same time. We reserve the right
                       to modify, suspend or terminate this program at anytime.
                       We also reserve the right to waive the $1,000 minimum
                       amount for asset rebalancing.

                       ASSET ALLOCATION

                           One or more asset allocation investment programs may
                       be made available in connection with your Policy, at no
                       extra charge. An asset allocation program provides for
                       the allocation of your Account Value among the available
                       investment options. These programs will be fully
                       described in a separate brochure. You may elect to enter
                       into an asset allocation investment program under the
                       terms and conditions described in the brochure.

                                         ABOUT THE POLICY

                       POLICY APPLICATION, ISSUANCE AND INITIAL PREMIUM

                           To purchase a Policy, you must first submit an
                       application to our Principal Office. We may then follow
                       certain underwriting procedures designed to determine the
                       insurability of the proposed Insureds. We offer the
                       Policy on a regular (medical) underwriting basis and may
                       require medical examinations and further information
                       before the proposed application is approved. Both
                       Insureds must generally be acceptable risks based on our
                       underwriting limits and standards. We may, however, issue
                       a Policy based on the health of one Insured where the
                       other Insured would not normally be an acceptable risk
                       for comparable individual life insurance coverage. A
                       Policy cannot be issued until the underwriting process
                       has been completed to our satisfaction. We reserve the
                       right to reject an application that does not meet our
                       underwriting requirements or to apply extra charges for
                       the underwriting classification for an Insured, which
                       will result in increased Monthly Cost of Insurance
                       charges.

                        15         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           You must specify certain information in the
                       application, including the Specified Face Amount, the
                       death benefit option and supplemental benefits, if any.
                       The Specified Face Amount generally may not be decreased
                       below $250,000--the "Minimum Specified Face Amount."

                           While your application is being reviewed, we may make
                       available to you temporary last survivor life insurance
                       coverage if you have signed a Policy Application and, at
                       that same time, submitted a separate signed application
                       for temporary coverage and made an advance payment. The
                       temporary coverage, if available, begins on the date that
                       separate application for it is signed, has a maximum
                       amount and is subject to other conditions.

                           Pending approval of your application, any advance
                       payments will be held in our general account. Upon
                       approval of the application, we will issue to you a
                       Policy on the lives of the Insureds. A specified Initial
                       Premium is due and payable as of the date of issue for
                       the Policy. The Effective Date of Coverage for your
                       Policy will be the later of--

<TABLE>
<S>                           <C>
The ISSUE DATE is the date            -  the ISSUE DATE, OR
we produce your Policy on         - the date a premium is paid equal to or in excess of the specified Initial
our system and is specified         Premium.
in your Policy.
</TABLE>

                           If an application is not approved, we will promptly
                       return all advance payments to you.

                       RIGHT OF RETURN PERIOD

                           If you are not satisfied with your Policy, it may be
                       returned by delivering or mailing it to our Principal
                       Office or to the representative from whom the Policy was
                       purchased within 10 days from the date of receipt of your
                       Policy (the "Right of Return Period"). A longer period
                       may apply in some states.

                           A Policy returned under this provision will be deemed
                       void. You will receive a refund equal to the sum of all
                       premium payments made, if required by applicable state
                       insurance law; otherwise, your refund will equal the sum
                       of--

                           -   the difference between any premium
                               payments made, including fees and
                               charges, and the amounts allocated to
                               the Variable Account;

                           -   the value of the amounts allocated to
                               the Variable Account on the date the
                               cancellation request is received by us
                               at our Principal Office; and

                           -   any fees or charges imposed on amounts
                               allocated to the Variable Account.

                        16         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           Unless you are entitled under applicable law to
                       receive a full refund of premiums paid, you bear all of
                       the investment risks with respect to the amount of any
                       net premiums allocated to the Variable Account during the
                       Right of Return Period.

                           During the Right of Return Period, we will allocate
                       the net premium payments to the Sun Capital Money Market
                       Sub-Account or to the fixed account investment option,
                       whichever we specify in your Policy. Upon expiration of
                       the Right of Return Period, the Account Value in that
                       Sub-Account or in the fixed account option, as
                       applicable, will be transferred to the Sub-Accounts of
                       the Variable Account and to the fixed account option in
                       accordance with your allocation instructions.

                       PREMIUM PAYMENTS

                           All premium payments must be made payable to Sun Life
                       Assurance Company of Canada (U.S.) and mailed to our
                       Principal Office. The Initial Premium will be due and
                       payable as of your Policy's Issue Date. Additional
                       premium payments may be paid to us subject to the
                       limitations described below.

                           PREMIUM.  We reserve the right to limit the number of
                       premium payments we accept in a year. No premium payment
                       may be less than $50 without our consent, although we
                       will accept a smaller premium payment if necessary to
                       keep your Policy in force. We reserve the right not to
                       accept a premium payment that causes the death benefit to
                       increase by an amount that exceeds the premium received.
                       Evidence of insurability satisfactory to us may be
                       required before we accept any such premium.

                           We will not accept premium payments that would, in
                       our opinion, cause your Policy to fail to qualify as life
                       insurance under applicable federal tax law. If a premium
                       payment is made in excess of these limits, we will accept
                       only that portion of the premium within those limits, and
                       will refund the remainder to you.

                           NET PREMIUMS.  The net premium is the amount you pay
                       as the premium less the Expense Charges Applied to
                       Premium.

                           ALLOCATION OF NET PREMIUM.  Except as otherwise
                       described herein, net premium will be allocated in
                       accordance with your allocation percentages. You must
                       allocate at least 5% of net premium to any Sub-Account
                       you choose. Percentages must be in whole numbers. We
                       reserve the right to limit the number of Sub-Accounts to
                       which you may allocate your Account Value to not more
                       than 20 Sub-Accounts.

                        17         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           Premiums received prior to the end of the Right of
                       Return Period will be credited to the Sun Capital Money
                       Market Sub-Account or to the fixed account investment
                       option, whichever we specify in your Policy. Your initial
                       allocation percentages will take effect at the end of the
                       Right of Return Period.

                           You may change your allocation percentages at any
                       time by telephone or written request to our Principal
                       Office. Telephone requests will be honored only if we
                       have a properly completed telephone authorization form
                       for you on file. We, our affiliates and the
                       representative from whom you purchased your Policy will
                       not be responsible for losses resulting from acting upon
                       telephone requests reasonably believed to be genuine. We
                       will use reasonable procedures to confirm that
                       instructions communicated by telephone are genuine. You
                       will be required to identify yourself by name and a
                       personal identification number for transactions initiated
                       by telephone. An allocation change will be effective as
                       of the date we receive the request for that change.

                           PLANNED PERIODIC PREMIUMS.  While you are not
                       required to make additional premium payments according to
                       a fixed schedule, you may select a planned periodic
                       premium schedule and corresponding billing period,
                       subject to our limits. We will send you reminder notices
                       for the planned periodic premium at each billing period
                       as specified in your Policy, unless reminder notices have
                       been suspended as described below. You are not required,
                       however, to pay the planned periodic premium; you may
                       increase or decrease the planned periodic premium subject
                       to our limits, and you may skip a planned payment or make
                       unscheduled payments. You may change your planned payment
                       schedule or the billing period, subject to our approval.
                       Depending on the investment performance of the
                       Sub-Accounts you select, the planned periodic premium may
                       not be sufficient to keep your Policy in force, and you
                       may need to change your planned payment schedule or make
                       additional payments in order to prevent termination of
                       your Policy. We will suspend reminder notices at your
                       written request, and we reserve the right to suspend
                       reminder notices if premiums are not being paid (except
                       for notices in connection with the Grace Period). We will
                       notify you prior to suspending reminder notices.

                       DEATH BENEFIT

                           If your Policy is in force at the time of the death
                       of the last Insured to die, we will pay the beneficiary
                       an amount based on the death benefit option you select
                       once we have received Due Proof of the death of each
                       Insured. The amount payable will be:

                           -   the amount of the selected death
                               benefit option, PLUS

                           -   any amounts payable under any
                               supplemental benefits added to your
                               Policy, MINUS

                        18         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           -   the value of any Policy Debt on the
                               date of the last Insured to die, MINUS

                           -   any Unpaid Policy Charges.

                           We will pay this amount to the beneficiary in one
                       lump sum, unless we and the beneficiary agree on another
                       form of settlement.

<TABLE>
<S>                           <C>
You may select between two            The Policy has two death benefit options. You may change the death
death benefit options.        benefit option after the first Policy Year.
</TABLE>

                           OPTION A.  Under this option, the death benefit is--

                           -   the Policy's Specified Face Amount on
                               the date of death of the last Insured
                               to die; OR, IF GREATER,

                           -   the Policy's Account Value on the date
                               of death of the last Insured to die
                               multiplied by the applicable
                               percentage shown in the table set
                               forth in Appendix B.

                           This death benefit option should be selected if you
                       want to minimize your cost of insurance.

                           OPTION B.  Under this option, the death benefit is--

                           -   the sum of the Specified Face Amount
                               and Account Value of the Policy on the
                               date of death of the last Insured to
                               die; OR, IF GREATER,

                           -   the Policy's Account Value on the date
                               of death of the last Insured to die
                               multiplied by the applicable
                               percentage shown in the table set
                               forth in Appendix B.

                           This death benefit option should be selected if you
                       want your death benefit to increase with your Policy's
                       Account Value.

                       CHANGES IN SPECIFIED FACE AMOUNT

<TABLE>
<S>                           <C>
You may increase or decrease          You may increase or decrease the Specified Face Amount of your Policy
the Specified Face Amount     after the first Policy Year within certain limits.
within certain limits.        MINIMUM CHANGES.  Each increase in the Specified Face Amount must be at least
                              $20,000. We reserve the right to change the minimum amount by which you may
                              change the Specified Face Amount.
</TABLE>

                           INCREASES.  To request an increase, you must provide
                       satisfactory evidence of insurability for each Insured.
                       Once requested, an increase will become effective at the
                       next policy anniversary following our approval of your
                       request. The Policy does not allow for an increase if the
                       Attained Age of either Insured is greater than 80 on the
                       effective date of the increase.

                        19         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           DECREASES.  A decrease will become effective at the
                       beginning of the next Policy Month following our approval
                       of your request. The Specified Face Amount after the
                       decrease must be at least $250,000. Surrender charges
                       will apply to decreases in the Specified Face Amount
                       during the surrender charge period except for decreases
                       in the Specified Face Amount resulting from a change in
                       the death benefit option or a partial surrender.

                           For purposes of determining surrender charges and
                       later cost of insurance charges, we will apply a decrease
                       in Specified Face Amount in the following order--

                           -   first, to the most recent increase;

                           -   second, to the next most recent
                               increases, in reverse chronological
                               order; and

                           -   third, to the initial Specified Face
                               Amount.

                       ACCESSING YOUR ACCOUNT VALUE

<TABLE>
<S>                           <C>
If you surrender your Policy          SURRENDERS AND SURRENDER CHARGES.  You may surrender your Policy for its
and receive its Cash Surren-  Cash Surrender Value at any time while either Insured is living. If you do, the
der Value, you may incur      insurance coverage and all other benefits under the Policy will terminate.
surrender charges, taxes,             CASH SURRENDER VALUE is your Policy's Account Value less the sum of--
and tax penalties.
</TABLE>

                           -   the outstanding balance of any Policy
                               Debt; and

                           -   any surrender charges.

                           We will deduct surrender charges from your Account
                       Value if you surrender your Policy or request a decrease
                       in the Specified Face Amount during the surrender charge
                       period. There are separate surrender charges for the
                       initial Specified Face Amount and any increase in the
                       Specified Face Amount you request. The surrender charge
                       period will start on your Policy's Issue Date and on the
                       effective date for the increase, respectively. The
                       surrender charge period will be the shortest of--

                           -   the 15-year period following the
                               applicable surrender charge period
                               start date;

                           -   the longer of the 9-year period
                               following the applicable surrender
                               charge period start date, and the
                               period ending when the younger Insured
                               reaches Attained Age 85; and

                           -   the period ending when the younger
                               Insured reaches Attained Age 95.

                        20         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           We will determine your Cash Surrender Value at the
                       next close of business on the New York Stock Exchange
                       after we receive your written request for surrender at
                       our Principal Office.

                           If you surrender your Policy, we will apply a
                       surrender charge to the initial Specified Face Amount and
                       to each increase in the Specified Face Amount other than
                       an increase resulting from a change in the death benefit
                       option. The surrender charge will be calculated
                       separately for the initial Specified Face Amount and each
                       increase in the Specified Face Amount. The surrender
                       charge will be an amount based on certain factors,
                       including the Policy's Specified Face Amount and the age,
                       sex and rating class of each Insured. The following are
                       examples of surrender charges at representative Issue
                       Ages.

                                     FIRST YEAR SURRENDER CHARGES
                                  PER $1,000 OF SPECIFIED FACE AMOUNT
                                (Male/Female Insured Pair, Non-Tobacco)

<TABLE>
<CAPTION>
                               ISSUE AGES   ISSUE AGES    ISSUE AGES
                                35 & 35       45 & 45       55 & 55
                               ----------   -----------   -----------
                               <S>          <C>           <C>
                                 $16.10       $20.25        $27.22

<CAPTION>
                               ISSUE AGES   ISSUE AGES    ISSUE AGES
                                65 & 65       75 & 75       85 & 85
                               ----------   -----------   -----------
                               $    40.02   $     45.00   $     45.00
                               <S>          <C>           <C>
</TABLE>

                           The surrender charge will be calculated based on
                       surrender charge percentages for the initial Specified
                       Face Amount and each increase in the Specified Face
                       Amount. The surrender charge percentages begin at 100% in
                       the first year and decrease with time. Examples of
                       surrender charge percentages at representative Issue Ages
                       are shown below

                        21         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                                           SURRENDER CHARGE
                            (As Percentage of First Year Surrender Charge)

<TABLE>
<CAPTION>
                                                        ISSUE AGES
             YEAR             35 & 35    45 & 45    55 & 55    65 & 65    75 & 75    85 & 85
             ----             -------    -------    -------    -------    -------    -------
       <S>                    <C>        <C>        <C>        <C>        <C>        <C>
               1               100.000    100.000    100.000    100.000    100.000    100.000
               2                90.000     90.000     90.000     90.000     90.000     90.000
               3                80.000     80.000     80.000     80.000     80.000     80.000
               4                70.000     70.000     70.000     70.000     70.000     70.000
               5                60.000     60.000     60.000     60.000     60.000     60.000
               6                50.000     50.000     50.000     50.000     50.000     50.000
               7                45.000     45.000     45.000     45.000     40.000     37.500
               8                40.000     40.000     40.000     40.000     30.000     25.000
               9                35.000     35.000     35.000     35.000     20.000     12.500
              10                30.000     30.000     30.000     30.000     10.000      0.000
              11                25.000     25.000     25.000     25.000      0.000      0.000
              12                20.000     20.000     20.000     20.000      0.000      0.000
              13                15.000     15.000     15.000     15.000      0.000      0.000
              14                10.000     10.000     10.000     10.000      0.000      0.000
              15                 5.000      5.000      5.000      5.000      0.000      0.000
       16 and thereafter         0.000      0.000      0.000      0.000      0.000      0.000
</TABLE>

                           A surrender charge will be applied for each decrease
                       in the Specified Face Amount except for decreases in
                       Specified Face Amount resulting from a change in death
                       benefit option or partial surrender. These surrender
                       charges will be applied in the following order:

                           -   first, to the most recent increase;

                           -   second, to the next most recent
                               increases, in reverse chronological
                               order; and

                           -   third, to the initial Specified Face
                               Amount.

                           On a decrease in the initial Specified Face Amount,
                       you will pay a proportion of the full surrender charge
                       based on the ratio of the Face Amount decrease to the
                       Initial Face Amount. The surrender charge you pay on a
                       decrease that is less than the full amount of an increase
                       in Specified Face Amount will be calculated on the same
                       basis. Future surrender charges will be reduced by any
                       applicable surrender charges for a decrease in the
                       Specified Face Amount.

                           You may allocate any surrender charges resulting from
                       a decrease in the Specified Face Amount among the
                       Sub-Accounts and the Fixed Account Value. If you do not
                       specify the allocation, then the surrender charges will
                       be allocated proportionally among the Sub-Accounts and
                       the Fixed Account Value in excess of any Policy Debt.

                        22         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           PARTIAL SURRENDERS.  You may make a partial surrender
                       of your Policy once each Policy Year after the first
                       Policy Year by written request to us. Each partial
                       surrender must be for at least $200, and no partial
                       surrender may be made--

                           -   during the first ten Policy Years for
                               more than 20 percent of your Cash
                               Surrender Value at the end of the
                               first Valuation Date after we receive
                               your request; or

                           -   thereafter for more than your Cash
                               Surrender Value.

                           If the applicable death benefit option is Option A,
                       the Specified Face Amount will be decreased by the amount
                       of the partial surrender. We will apply the decrease to
                       the initial Specified Face Amount and to each increase in
                       Specified Face Amount in the following order--

                           -   first, to the most recent increase;

                           -   second, to the next most recent
                               increases, in reverse chronological
                               order; and

                           -   third, to the initial Specified Face
                               Amount.

                           We will not accept requests for a partial surrender
                       if the Specified Face Amount remaining in force after the
                       partial surrender would be less than the Minimum
                       Specified Face Amount. We will effect a partial surrender
                       at the next close of business on the New York Stock
                       Exchange after we receive your written request for
                       surrender.

                           POLICY LOANS.  You may request a policy loan of up to
                       90% of your Policy's Cash Value, decreased by the amount
                       of any outstanding Policy Debt on the date the policy
                       loan is made. Your Policy will terminate for no value
                       subject to a Grace Period if the Policy Debt exceeds the
                       Cash Value. During the first five Policy Years, however,
                       your Policy will not terminate if it satisfies the
                       minimum premium test.

<TABLE>
<S>                           <C>
You may borrow from us using          You may allocate the policy loan among the Sub-Accounts and the Fixed
your Policy as collateral.    Account Value. If you do not specify the allocation, then the policy loan will be
                              allocated proportionally among the Sub-Accounts and the Fixed Account Value in
                              excess of any Policy Debt. Loan amounts allocated to the Sub-Accounts will be
                              transferred to the Fixed Account Value. We will periodically credit interest at
                              an effective annual rate of 3% on the loaned values of the Fixed Account Value.
</TABLE>

                           Interest on the policy loan will accrue daily at 4%
                       annually during Policy Years 1 through 10 and 3% annually
                       thereafter. This interest will be due and payable to us
                       in arrears on each policy anniversary. Any unpaid
                       interest will be added to the principal amount as an
                       additional policy loan and will bear interest at the same
                       rate and will be assessed in the same manner as the prior
                       policy loan.

                        23         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           There is no definitive guidance concerning the tax
                       treatment of a policy loan when the interest rate
                       credited to the loan is the same as the interest rate
                       charged against the loan. You should consult your tax
                       adviser regarding loan amounts in Policy Years 11 and
                       thereafter.

                           All funds we receive from you will be credited to
                       your Policy as premium unless we have received written
                       notice, in a form satisfactory to us, that the funds are
                       for loan repayment. In the event you have a loan against
                       the Policy, it is generally advantageous to repay the
                       loan rather than make a premium payment because premium
                       payments incur expense charges whereas loan repayments do
                       not. Loan repayments will first reduce the outstanding
                       balance of the policy loan and then accrued but unpaid
                       interest on such loans. We will accept repayment of any
                       policy loan at any time before Maturity.

                           A policy loan, whether or not repaid, will affect the
                       Policy Proceeds payable upon the death of the last
                       Insured to die and the Account Value because the
                       investment results of the Sub-Accounts will apply only to
                       the non-loaned portion of the Account Value. The longer a
                       loan is outstanding, the greater the effect is likely to
                       be and, depending on the investment results of the
                       Sub-Accounts or the Fixed Account Value while the loan is
                       outstanding, the effect could be favorable or
                       unfavorable.

                       TRANSFER PRIVILEGES

                           Subject to our rules as they may exist from time to
                       time and to any limits that may be imposed by the Funds,
                       you may at any time transfer to another Sub-Account all
                       or a portion of the Account Value allocated to a
                       Sub-Account or to the Fixed Account Value. We will make
                       transfers pursuant to an authorized written or telephone
                       request to us. Telephone requests will be honored only if
                       we have a properly completed telephone authorization form
                       for you on file. We, our affiliates and the
                       representative from whom you purchased your Policy will
                       not be responsible for losses resulting from acting upon
                       telephone requests reasonably believed to be genuine. We
                       will use reasonable procedures to confirm that
                       instructions communicated by telephone are genuine. For
                       transactions initiated by telephone, you will be required
                       to identify yourself by name and a personal
                       identification number.

                           Transfers may be requested by indicating the transfer
                       of either a specified dollar amount or a specified
                       percentage of the Fixed Account Value or the Sub-
                       Account's value from which the transfer will be made. If
                       you request a transfer based on a specified percentage of
                       the Fixed Account Value or the Sub-Account's value, that
                       percentage will be converted into a request for the
                       transfer of a specified dollar amount based on
                       application of the specified percentage to the Fixed
                       Account Value or the Sub-Account's value at the time the
                       request is

                        24         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       received. We reserve the right to limit the number of
                       Sub-Accounts to which you may allocate your Account Value
                       to not more than 20 Sub-Accounts.

                           Transfer privileges are subject to our consent. We
                       reserve the right to impose limitations on transfers,
                       including, but not limited to: (1) the minimum amount
                       that may be transferred; and (2) the minimum amount that
                       may remain in a Sub-Account following a transfer from
                       that Sub-Account.

                           We reserve the right to restrict amounts transferred
                       to the Variable Account from the Fixed Account Value to
                       20% of that portion of the Account Value attributable to
                       the Fixed Account Value as of the end of the previous
                       Policy Year.

                           We reserve the right to restrict amounts transferred
                       to the Fixed Account Value from the Variable Account to
                       20% of that portion of the Account Value attributable to
                       the Variable Account as of the end of the previous Policy
                       Year. We further reserve the right to restrict amounts
                       transferred to the Fixed Account Value from the Variable
                       Account in the event the portion of the Account Value
                       attributable to the Fixed Account Value would exceed 30%
                       of the Account Value.

                       ACCOUNT VALUE

                           Your Account Value is the sum of the amounts in each
                       Sub-Account of the Variable Account with respect to your
                       Policy, plus the amount of the Fixed Account Value. The
                       Account Value varies depending upon the Premiums paid,
                       Expense Charges Applied to Premium, Mortality and Expense
                       Risk Percentage charges, Monthly Face Amount Charges,
                       Monthly Cost of Insurance charges, partial surrenders,
                       fees, policy loans and the net investment factor
                       (described below) for the Sub-Accounts to which your
                       Account Value is allocated.

<TABLE>
<S>                           <C>
A VALUATION DATE is any day           VARIABLE ACCOUNT VALUE.  We measure the amounts in the Sub- Accounts in
on which we, the applicable   terms of Units and Unit Values. On any given date, the amount you have in a
Fund, and the NYSE are open   Sub-Account is equal to the Unit Value multiplied by the number of Units credited
for business.                 to you in that Sub-Account. Amounts allocated to a Sub-Account will be used to
THE VALUATION PERIOD is the   purchase Units of that Sub-Account. Units are redeemed when you make partial
period of time from one       surrenders, undertake policy loans or transfer amounts from a Sub-Account, and
determination of Unit Values  for the payment of Monthly Face Amount Charges, and Monthly Cost of Insurance
to the next.                  charges and other fees. The number of Units of each Sub-Account purchased or
                              redeemed is determined by dividing the dollar amount of the transaction by the
                              Unit Value for the Sub-Account. The Unit Value for each Sub-Account is
                              established at $10.00 for the first VALUATION DATE of the Sub-Account. The Unit
                              Value for any subsequent Valuation Date is equal to the Unit Value for the
                              preceding Valuation Date multiplied by the net investment factor
</TABLE>

                        25         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       (determined as provided below). The Unit Value of a
                       Sub-Account for any Valuation Date is determined as of
                       the close of the VALUATION PERIOD ending on that
                       Valuation Date.

                           Transactions are processed on the date we receive a
                       premium at our Principal Office or any acceptable written
                       or telephonic request is received at our Principal
                       Office. If your premium or request is received on a date
                       that is not a Valuation Date, or after the close of the
                       New York Stock Exchange on a Valuation Date, the
                       transaction will be processed on the next Valuation Date.

<TABLE>
<S>                           <C>
The INVESTMENT START DATE is          The Account Value attributable to each Sub-Account of the Variable
the date we apply your first  Account on the INVESTMENT START DATE equals:
premium payment, which will   - that portion of net premium received and allocated to the Sub-Account, MINUS
be the later of the Issue     - that portion of the Monthly Face Amount Charges due on the policy date and
Date, the Policy Date or the    subsequent Monthly Anniversary Days through the Investment Start Date charged
Valuation Date we receive a     to the Sub-Account, MINUS
premium equal to or in
excess of the Initial Pre-
mium.
</TABLE>

                           -   that portion of the Monthly Cost of
                               Insurance deductions due from the
                               policy date through the Investment
                               Start Date charged to the Sub-Account.

                           The Account Value attributable to each Sub-Account of
                       the Variable Account on subsequent Valuation Dates is
                       equal to:

                           -   the Account Value attributable to the
                               Sub-Account on the preceding Valuation
                               Date multiplied by that Sub-Account's
                               net investment factor, PLUS

                           -   that portion of net premium received
                               and allocated to the Sub-Account
                               during the current Valuation Period,
                               PLUS

                           -   any amounts transferred by you to the
                               Sub-Account from another Sub-Account
                               or from the Fixed Account Value during
                               the current Valuation Period, MINUS

                           -   any amounts transferred by you from
                               the Sub-Account to another Sub-Account
                               or to the Fixed Account Value during
                               the current Valuation Period, MINUS

                           -   that portion of any partial surrenders
                               deducted from the Sub-Account during
                               the current Valuation Period, MINUS

                           -   that portion of any policy loan
                               transferred from the Sub-Account to
                               the Fixed Account Value during the
                               current Valuation Period, MINUS

                           -   that portion of any surrender charges
                               associated with a decrease in the
                               Specified Face Amount charged to the

                        26         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                               Sub-Account during the current
                               Valuation Period, MINUS

                           -   if a Monthly Anniversary Day occurs
                               during the current Valuation Period,
                               that portion of the Monthly Face
                               Amount Charge for the Policy Month
                               just beginning charged to the
                               Sub-Account, MINUS

                           -   if a Monthly Anniversary Day occurs
                               during the current Valuation Period,
                               that portion of the Monthly Cost of
                               Insurance for the Policy Month just
                               ending charged to the Sub-Account.

                           NET INVESTMENT FACTOR.  The NET INVESTMENT FACTOR for
                       each Sub-Account for any Valuation Period is determined
                       by deducting the Mortality and Expense Risk Charge for
                       each day in the Valuation Period from the quotient of
                       (1) and (2) where:

                       (1) is the net result of--

                           -   the net asset value of a Fund share
                               held in the Sub-Account determined as
                               of the end of the Valuation Period,
                               PLUS

                           -   the per share amount of any dividend
                               or other distribution declared on Fund
                               shares held in the Sub-Account if the
                               "ex-dividend" date occurs during the
                               Valuation Period, PLUS OR MINUS

                           -   a per share credit or charge with
                               respect to any taxes reserved for by
                               us, or paid by us if not previously
                               reserved for, during the Valuation
                               Period which are determined by us to
                               be attributable to the operation of
                               the Sub-Account; and

                       (2) is the net asset value of a Fund share held in the
                       Sub-Account determined as of the end of the preceding
                       Valuation Period.

                           The Mortality and Expense Risk Charge for the
                       Valuation Period is the Daily Risk Charge times the
                       number of days in the Valuation Period.

                           The net investment factor may be greater or less than
                       one.

                           FIXED ACCOUNT VALUE.  The Fixed Account Value on the
                       Investment Start Date equals:

                           -   that portion of net premium received
                               and allocated to the Fixed Account
                               Value accrued at interest, MINUS

                           -   that portion of the Monthly Face
                               Amount Charges due on the policy date
                               and subsequent Monthly Anniversary

                        27         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                               Days through the Investment Start Date
                               charged to the Fixed Account Value
                               accrued at interest, MINUS

                           -   that portion of the Monthly Cost of
                               Insurance deductions due from the
                               policy date through the Investment
                               Start Date charged to the Fixed
                               Account Value accrued at interest.

                           The Fixed Account Value on subsequent Valuation Dates
                       is equal to:

                           -   the Fixed Account Value on the
                               preceding Valuation Date accrued at
                               interest, PLUS

                           -   that portion of net premium received
                               and allocated to the Fixed Account
                               Value during the current Valuation
                               Period accrued at interest, PLUS

                           -   any amounts transferred by you to the
                               Fixed Account Value from the Variable
                               Account during the current Valuation
                               Period accrued at interest, MINUS

                           -   any amounts transferred by you from
                               the Fixed Account Value to the
                               Variable Account during the current
                               Valuation Period accrued at interest,
                               MINUS

                           -   that portion of any partial surrenders
                               deducted from the Fixed Account Value
                               during the current Valuation Period
                               accrued at interest, PLUS

                           -   any policy loan transferred from the
                               Variable Account to the Fixed Account
                               Value during the current Valuation
                               Period accrued at interest, MINUS

                           -   that portion of any surrender charges
                               associated with a decrease in the
                               Specified Face Amount charged to the
                               Fixed Account Value during the current
                               Valuation Period, MINUS

                           -   if a Monthly Anniversary Day occurs
                               during the current Valuation Period,
                               that portion of the Monthly Face
                               Amount Charge for the Policy Month
                               just beginning charged to the Fixed
                               Account Value accrued at interest,
                               MINUS

                           -   if a Monthly Anniversary Day occurs
                               during the current Valuation Period,
                               that portion of the Monthly Cost of
                               Insurance for the Policy Month just
                               ending charged to the Fixed Account
                               Value accrued at interest.

                           The minimum guaranteed interest rate applicable to
                       the Fixed Account Value is 3% annually. Interest in
                       excess of the guaranteed rate may be applied in the
                       calculation of the Fixed Account Value at such increased
                       rates and in such manner as we may determine, based on
                       our expectations of future interest,

                        28         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                       mortality costs, persistency, expenses and taxes.
                       Interest credited will be computed on a compound interest
                       basis.

                           INSUFFICIENT VALUE.  Your Policy will terminate for
                       no value, subject to a Grace Period described below if,
                       on a Valuation Date, a Monthly Anniversary Day occurred
                       during the Valuation Period and--

                           -   your Policy's Cash Surrender Value is
                               equal to or less than zero or

                           -   the Policy Debt exceeds the Cash
                               Value.

                           During the first five Policy Years, a policy will not
                       terminate by reason of insufficient value if it satisfies
                       the "minimum premium test," described below.

                           MINIMUM PREMIUM TEST (NO-LAPSE GUARANTEE).  A Policy
                       satisfies the minimum premium test if the premiums paid
                       less any partial surrenders less any Policy Debt exceed
                       the sum of the "Minimum Monthly Premiums" which applied
                       to the Policy in each Policy Month from the policy date
                       to the Valuation Date.

                           The applicable Minimum Monthly Premiums are specified
                       in your Policy. We will revise the Minimum Monthly
                       Premiums as a result of any of the following changes to a
                       Policy:

                           -   an increase in the Specified Face
                               Amount;

                           -   an increase in the cost of any rider;

                           -   when requested by you, the addition of
                               any rider.

                           The revised Minimum Monthly Premiums will be
                       effective as of the effective date of the change to the
                       Policy and will remain in effect until again revised by
                       any of the above changes.

                           GRACE PERIOD.  If, on a Valuation Date, your Policy
                       will terminate by reason of insufficient value, we will
                       allow a Grace Period. This Grace Period will allow 61
                       days from that Valuation Date for the payment of a
                       premium sufficient to keep the Policy in force. Notice of
                       premium due will be mailed to your last known address or
                       the last known address of any assignee of record. We will
                       assume that your last known address is the address shown
                       on your Policy Application (or notice of assignment),
                       unless we receive written notice of a change in address
                       in a form satisfactory to us. If the premium due is not
                       paid within 61 days after the beginning of the Grace
                       Period, then the Policy and all rights to benefits will
                       terminate without value at the end of the 61-day period.
                       The Policy will continue to remain in force during this
                       Grace Period. If the Policy Proceeds become payable by us
                       during the Grace Period, then any Unpaid Policy Charges
                       will be deducted from the amount payable by us.

                        29         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                           SPLITTING UNITS.  We reserve the right to split or
                       combine the value of Units. In effecting any such change,
                       strict equity will be preserved and no change will have a
                       material effect on the benefits or other provisions of
                       your Policy.

                       CHARGES AND DEDUCTIONS

                           EXPENSE CHARGES APPLIED TO PREMIUM.  We will deduct a
                       charge from your premium payments as a sales load and for
                       our federal, state and local tax obligations, which we
                       will determine from time to time. For the first Policy
                       Year, the charge is 10% of premiums up to an amount
                       specified in the policy. The charge on premiums in excess
                       of that amount is guaranteed not to exceed 7.25%. The
                       current charge is 5.25%. For Policy Year 2 and
                       thereafter, the charge on all premiums is guaranteed not
                       to exceed 7.25%. The current charge is 5.25%.

                           MORTALITY AND EXPENSE RISK CHARGE.  This charge is
                       for the mortality and expense risks we assume with
                       respect to the Policy. It is based on an annual rate that
                       we apply against the Variable Account on a daily basis.

                           The Mortality and Expense Risk Charge will be
                       determined by us from time to time based on our
                       expectations of future interest, mortality costs,
                       persistency, expenses and taxes, but will not exceed
                       0.80% annually. Currently, the charge is 0.50% annually.

                           The mortality risk we assume is that the group of
                       lives insured under the Policies may, on average, live
                       for shorter periods of time than we estimated. The
                       expense risk we assume is that our costs of issuing and
                       administering Policies may be more than we estimated.

                           MONTHLY FACE AMOUNT CHARGE.  We will deduct a monthly
                       charge from your Account Value for the first 10 Policy
                       Years following the issuance of your Policy based on the
                       initial Specified Face Amount and for the first 10 Policy
                       Years following the effective date for each increase in
                       the Specified Face Amount, if any, based on the amount of
                       increase. The applicable charge is equal to the initial
                       Specified Face Amount or the amount of increase, as the
                       case may be, times a rate that varies based on the age,
                       sex and rating class of each Insured.

                           MONTHLY COST OF INSURANCE.  We deduct a Monthly Cost
                       of Insurance charge from your Account Value to cover
                       anticipated costs of providing insurance coverage. The
                       Monthly Cost of Insurance deduction will be charged
                       proportionally to the amounts in the Sub-Accounts and the
                       Fixed Account Value in excess of any Policy Debt.

                           The Monthly Cost of Insurance equals the sum of (1),
                       (2) and (3) where:

                        30         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                       (1) is the cost of insurance charge equal to the Monthly
                           Cost of Insurance rate (described below) multiplied
                           by the net amount at risk divided by 1,000;

                       (2) is the monthly rider cost for any riders which are a
                           part of your Policy (with the monthly rider cost, if
                           any riders are added, as described in the rider
                           itself); and

                       (3) is any additional insurance charge calculated as
                           specified in your Policy, for, among other reasons,
                           occupational or avocational risks.

                           The NET AMOUNT AT RISK equals:

                           -   the death benefit divided by 1.00247,
                               MINUS

                           -   your Account Value on the Valuation
                               Date prior to assessing the Monthly
                               Face Amount Charge and the cost of
                               insurance charges.

                           If there are increases in the Specified Face Amount
                       other than increases caused by changes in the death
                       benefit option, the cost of insurance charge described
                       above is determined separately for the initial Specified
                       Face Amount and each increase in the Specified Face
                       Amount. In calculating the net amount at risk, your
                       Account Value will first be allocated to the initial
                       death benefit and then to each increase in the Specified
                       Face Amount in the order in which the increases were
                       made.

                           MONTHLY COST OF INSURANCE RATES.  The Monthly Cost of
                       Insurance rates (except for any such rate applicable to
                       an increase in the Specified Face Amount) are based on
                       the length of time your Policy has been in force and the
                       sex, Issue Age and rating class, if any, of each Insured.
                       The Monthly Cost of Insurance rates applicable to each
                       increase in the Specified Face Amount are based on the
                       length of time the increase has been in force and the
                       sex, Issue Age and rating class, if any, of each Insured.
                       The Monthly Cost of Insurance rates will be determined by
                       us from time to time based on our expectations of future
                       experience with respect to mortality costs, persistency,
                       interest rates, expenses and taxes, but will not exceed
                       the Guaranteed Maximum Monthly Cost of Insurance Rates
                       based on the 1980 Commissioner's Standard Ordinary Smoker
                       and Nonsmoker Mortality Tables.

                           BASIS OF COMPUTATION.  Guaranteed Maximum Monthly
                       Cost of Insurance Rates are based on the 1980
                       Commissioner's Standard Ordinary Smoker and Nonsmoker
                       Mortality Tables. The Guaranteed Maximum Monthly Cost of
                       Insurance Rates reflect any underwriting rating
                       applicable to the Policy. We have filed a detailed
                       statement of our methods for computing Cash Values with
                       the insurance department in each jurisdiction where the
                       Policy was delivered. These values equal or exceed the
                       minimum required by law.

                        31         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                       WAIVERS; REDUCED CHARGES; CREDITS; BONUS INTEREST RATES

                           We may reduce or waive the sales load or surrender
                       charge, credit additional amounts, or grant bonus
                       interest rates in situations where selling and/or
                       maintenance costs associated with the Policies are
                       reduced, sales of large Policies, and certain group or
                       sponsored arrangements. In addition, we may waive
                       charges, credit additional amounts, or grant bonus
                       interest rates in connection with Policies sold to our or
                       our affiliates' officers, directors and employees.

                       MATURITY

                           Your Policy will terminate when the younger Insured
                       reaches Attained Age 100. If either Insured is living and
                       your Policy is in force on the Maturity date, your
                       Policy's Cash Surrender Value will be payable to you.

                       MATURITY DATE EXTENSION

                           The Maturity date of your Policy will be extended
                       beyond the original Maturity date shown in your Policy,
                       if you so request in writing at our Principal Office
                       prior to the original Maturity date and the Policy has a
                       Cash Value on the original Maturity date. The new
                       Maturity date will be the one you request.

                           After the original Maturity date (if you have
                       requested a new Maturity date):

                           -   We will not accept any more premium
                               payments for your Policy.

                           -   No more deductions for the Monthly
                               Face Amount Charges or for Monthly
                               Cost of Insurance charges will be made
                               from your Account Value.

                           -   The death benefit will be your Account
                               Value on the date of the death of the
                               last Insured to die.

                           -   Your Policy's reinstatement provisions
                               will not apply.

                           Except as provided above, an extension of the
                       Maturity date does not alter your Policy.

                           If the Maturity date is extended as described above
                       or if the Maturity date is extended under the terms of
                       the Maturity Extension With Full Death Benefit Rider
                       described below, your Policy may not qualify as life
                       insurance beyond the original Maturity date and may be
                       subject to tax consequences. We recommend that you
                       receive counsel from your tax adviser. We will not be
                       responsible for any adverse tax consequences resulting
                       from the extension of the Maturity date of your Policy.

                        32         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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                       SUPPLEMENTAL BENEFITS

                           You may supplement your Policy with the riders
                       described below; provided, however, that riders may not
                       be available in some states. An additional cost of
                       insurance will be charged for each rider in force as part
                       of the Monthly Cost of Insurance charge.

                           ESTATE PRESERVATION RIDER.  This rider increases the
                       death benefit in the first four Policy Years.

                           MATURITY EXTENSION WITH FULL DEATH BENEFIT RIDER.
                       This rider allows you, upon request, to extend the
                       Maturity date of your Policy beyond the original Maturity
                       date. The Specified Face Amount and death benefit option
                       in effect at the original Maturity date will apply beyond
                       the original Maturity date.

                       TERMINATION OF POLICY

                           Your Policy will terminate on the earlier of the date
                       we receive your request to surrender, the expiration date
                       of the Grace Period due to insufficient value, the date
                       of death of the last Insured to die, or the Maturity
                       date.

                       REINSTATEMENT

                           We will reinstate your Policy prior to the Maturity
                       date, provided that the Policy has not been surrendered
                       and neither of the Insureds died after the date of that
                       termination and you--

                           -   make a request for reinstatement
                               within five years from the date of
                               termination;

                           -   submit satisfactory evidence of
                               insurability with respect to each
                               surviving Insured; and

                           -   pay an amount sufficient to put the
                               Policy in force.

                           To put your Policy in Force, you must pay an amount
                       of at least--

                           -   the Unpaid Policy Charges at the date
                               of termination; PLUS

                           -   any excess of the Policy Debt over the
                               Cash Value at the date of termination;
                               PLUS

                           -   three times the Monthly Cost of
                               Insurance charges applicable at the
                               date of reinstatement; PLUS

                           -   three times the Monthly Face Amount
                               Charge.

                           During the first five Policy Years, an amount is
                       sufficient to put your Policy in force if it meets the
                       minimum premium test.

                        33         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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                           A reinstated Policy's Specified Face Amount may not
                       exceed the Specified Face Amount at the time of
                       termination. The Account Value on the reinstatement date
                       reinstatement will reflect:

                           -   the Account Value at the time of
                               termination; PLUS

                           -   net premiums attributable to premiums
                               paid to reinstate the Policy; MINUS

                           -   the Monthly Face Amount Charge; MINUS

                           -   the Monthly Cost of Insurance charge
                               applicable on the date of
                               reinstatement; MINUS

                           -   Any Unpaid Policy Charges at the time
                               of termination.

                           The effective date of reinstatement will be the
                       Monthly Anniversary Day that falls on or next follows the
                       date we approve your request.

                           Any Policy Debt at the time of termination must be
                       repaid upon the reinstatement of the Policy or carried
                       over to the reinstated Policy.

                           If your Policy was subject to surrender charges when
                       it lapsed, the reinstated Policy will be subject to
                       surrender charges as if it had not terminated.

                           The incontestability provision of the Policy will
                       apply to the Policy after reinstatement as regards
                       statements made in the application for reinstatement. The
                       suicide provision of the Policy will apply to the policy
                       after reinstatement. In those provisions of a reinstated
                       Policy, "Issue Date" means the effective date of
                       reinstatement.

                       DEFERRAL OF PAYMENT

                           We will usually pay any amount due from the Variable
                       Account within seven days after the Valuation Date
                       following our receipt of written notice satisfactory to
                       us giving rise to such payment or, in the case of the
                       death of the last Insured to die, Due Proof of the death
                       of each Insured. Payment is subject to our rights under
                       the Policy's incontestability and suicide provisions.
                       Payment of any amount payable from the Variable Account
                       on death of the last Insured to die, surrender, partial
                       surrender, or policy loan may be postponed whenever:

                           -   the New York Stock Exchange is closed
                               other than customary weekend and
                               holiday closing, or trading on the
                               NYSE is otherwise restricted;

                           -   the Securities and Exchange
                               Commission, by order, permits
                               postponement for the protection of
                               policyowners; or

                        34         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                           -   an emergency exists as determined by
                               the Securities and Exchange
                               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 assets of the
                               Variable Account.

                       RIGHTS OF OWNER

                           While either Insured is alive, unless you have
                       assigned any of these rights, you may:

                           -   transfer ownership to a new owner;

                           -   name a contingent owner who will
                               automatically become the owner of the
                               Policy if you die before the last
                               Insured to die;

                           -   change or revoke a contingent owner;

                           -   change or revoke a beneficiary;

                           -   exercise all other rights in the
                               Policy;

                           -   increase or decrease the Specified
                               Face Amount, subject to the other
                               provisions of the Policy;

                           -   change the death benefit option,
                               subject to the other provisions of the
                               Policy.

                           When you transfer your rights to a new owner, you
                       automatically revoke any prior contingent owner
                       designation. When you want to change or revoke a prior
                       beneficiary designation, you have to specify that action.
                       You do not affect a prior beneficiary designation when
                       you merely transfer ownership, or change or revoke a
                       contingent owner designation.

                           You do not need the consent of a beneficiary or a
                       contingent owner in order to exercise any of your rights.
                       However, you must give us written notice satisfactory to
                       us of the requested action. Your request will then,
                       except as otherwise specified herein, be effective as of
                       the date you signed the form, subject to any action taken
                       before we received it.

                       RIGHTS OF BENEFICIARY

                           The beneficiary has no rights in the Policy until the
                       death of the last Insured to die. If a beneficiary is
                       alive at that time, the beneficiary will be entitled to
                       payment of the Policy Proceeds as they become due.

                        35         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                       OTHER POLICY PROVISIONS

                           ADDITION, DELETION OR SUBSTITUTION OF
                       INVESTMENTS.  We may decide to add new Sub-Accounts at
                       any time. Also, shares of any or all of the Funds may not
                       always be available for purchase by the Sub-Accounts of
                       the Variable Account, or we may decide that further
                       investment in any such shares is no longer appropriate.
                       In either event, shares of other registered open-end
                       investment companies or unit investment trusts may be
                       substituted both for Fund shares already purchased by the
                       Variable Account and/or as the security to be purchased
                       in the future, provided that these substitutions have
                       been approved by the Securities and Exchange Commission,
                       to the extent necessary. In addition, the investment
                       policies of the Sub-Accounts will not be changed without
                       the approval of the Insurance Commissioner of the State
                       of Delaware. We also reserve the right to eliminate or
                       combine existing Sub-Accounts or to transfer assets
                       between Sub-Accounts. In the event of any substitution or
                       other act described in this paragraph, we may make
                       appropriate amendments to the Policy to reflect the
                       substitution.

                           ENTIRE CONTRACT.  Your entire contract with us
                       consists solely of the Policy, including the attached
                       copy of your Policy Application and any attached copies
                       of supplemental applications for increases in the
                       Specified Face Amount.

                           ALTERATION.  Sales representatives do not have any
                       authority to either alter or modify your Policy or to
                       waive any of its provisions. The only persons with this
                       authority are our president, actuary, secretary, or one
                       of our vice presidents.

                           MODIFICATION.  Upon notice to you, we may modify the
                       Policy if such a modification--

                           -   is necessary to make the Policy or the
                               Variable Account comply with any law
                               or regulation issued by a governmental
                               agency to which we are or the Variable
                               Account is subject;

                           -   is necessary to assure continued
                               qualification of the Policy under the
                               Internal Revenue Code or other federal
                               or state laws as a life insurance
                               policy;

                           -   is necessary to reflect a change in
                               the operation of the Variable Account
                               or the Sub-Accounts; or

                           -   adds, deletes or otherwise changes
                               Sub-Account options.

                           We also reserve the right to modify certain
                       provisions of the Policy as stated in those provisions.
                       In the event of any such modification, we may make
                       appropriate amendments to the Policy to reflect such
                       modification.

                           ASSIGNMENTS.  While either Insured is alive, you may
                       assign all or some of your rights under the Policy. All
                       assignments must be filed at our Principal Office and
                       must be in written form satisfactory to us. The
                       assignment will then

                        36         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                       be effective as of the date you signed the form, subject
                       to any action taken before we received it. We are not
                       responsible for the validity or legal effect of any
                       assignment.

                           NONPARTICIPATING.  The Policy does not pay dividends.
                       The Policy does not share in our profits or surplus
                       earnings.

                           MISSTATEMENT OF AGE OR SEX.  If the age or sex of
                       either Insured is stated incorrectly, the amounts payable
                       by us will be adjusted upon the death of the last Insured
                       to die as follows:

                           Misstatement Discovered at Death--The death benefit
                       will be recalculated to that which would be purchased by
                       the most recently charged Monthly Cost of Insurance rate
                       for the correct age or sex of each Insured.

                           Misstatement Discovered Prior to Death--Your Account
                       Value will be recalculated from the policy date using the
                       Monthly Cost of Insurance Rates based on the correct age
                       or sex of each Insured.

                           SUICIDE.  If the last surviving Insured, whether sane
                       or insane, commits suicide within two years after your
                       Policy's Issue Date, we will not pay any part of the
                       Policy Proceeds. We will refund the premiums paid, less
                       the amount of any Policy Debt and any partial surrenders.

                           If the last surviving Insured, whether sane or
                       insane, commits suicide within two years after the
                       effective date of an increase in the Specified Face
                       Amount, then our liability as to that increase will be
                       the cost of insurance for that increase.

                           INCONTESTABILITY.  All statements made in the
                       application or in a supplemental application are
                       representations and not warranties. We relied and will
                       rely on those statements when approving the issuance,
                       increase in face amount, increase in death benefit over
                       premium paid, or change in death benefit option of the
                       Policy. No statement can be used by us in defense of a
                       claim unless the statement was made in the application or
                       in a supplemental application. In the absence of fraud,
                       after the Policy has been in force during the lifetime of
                       the Insureds for a period of two years from its Issue
                       Date, we cannot contest it except for non-payment of
                       premiums. However, any increase in the face amount which
                       is effective after the Issue Date will be incontestable
                       only after such increase has been in force during the
                       lifetime of the Insureds for two years from the Effective
                       Date of Coverage of such increase. Any increase in death
                       benefit over premium paid or increase in death benefit
                       due to a death benefit option change will be
                       incontestable only after such increase has been in force
                       during the lifetime of the Insureds for two years from
                       the date of the increase.

                           REPORT TO OWNER.  We will send you a report at least
                       once each Policy Year. The report will show current
                       policy values, premiums paid, and deductions made since
                       the last report. It will also show the balance of any
                       outstanding

                        37         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                       policy loans and accrued interest on such loans. There is
                       no charge for this report.

                           ILLUSTRATIONS.  After the first Policy Year, we will
                       provide you with an illustration of future Account Values
                       and death benefits upon request. We may charge a fee not
                       to exceed $25 per illustration.

                                     PERFORMANCE INFORMATION

<TABLE>
<S>                           <C>
We may present mutual fund            We may sometimes publish performance information related to the Fund, the
portfolio performance and     Variable Account or the Policy in advertising, sales literature and other
hypothetical Policy illus-    promotional materials. This information is based on past investment results and
trations in sales             is not an indication of future performance.
literature.
</TABLE>

                       PORTFOLIO PERFORMANCE

                           We may publish a mutual fund portfolio's TOTAL RETURN
                       OR AVERAGE ANNUAL TOTAL RETURN. Total return is the
                       change in value of an investment over a given period,
                       assuming reinvestment of any dividends and capital gains.
                       Average annual total return is a hypothetical rate of
                       return that, if achieved annually, would have produced
                       the same total return over a stated period if performance
                       had been constant over the entire period. Average annual
                       total returns smooth variations in performance, and are
                       not the same as actual year-by-year results.

                           We may also publish a mutual fund portfolio's yield.
                       Yield refers to the income generated by an investment in
                       a portfolio over a given period of time, expressed as an
                       annual percentage rate. When a yield assumes that income
                       earned is reinvested, it is called an EFFECTIVE YIELD.
                       SEVEN-DAY YIELD illustrates the income earned by an
                       investment in a money market fund over a recent seven-
                       day period.

                           TOTAL RETURNS AND YIELDS QUOTED FOR A MUTUAL FUND
                       PORTFOLIO INCLUDE THE INVESTMENT MANAGEMENT FEES AND
                       OTHER EXPENSES OF THE PORTFOLIO, BUT DO NOT INCLUDE
                       CHARGES AND DEDUCTIONS ATTRIBUTABLE TO YOUR POLICY. These
                       expenses would reduce the performance quoted.

                       ADJUSTED PORTFOLIO PERFORMANCE

                           We may publish a mutual fund portfolio's total return
                       and yields adjusted for charges against the assets of the
                       Variable Account.

                           We may publish total return and yield quotations
                       based on the period of time that a mutual fund portfolio
                       has been in existence. The results for any period prior
                       to any Policy being offered will be calculated as if the
                       Policy had been offered during that period of time, with
                       all charges assumed to be those applicable to the Policy.

                        38         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                       OTHER INFORMATION

                           Performance information may be compared, in reports
                       and promotional literature, to:

                           -   the S&P 500, Dow Jones Industrial
                               Average, Lehman Brothers Aggregate
                               Bond Index or other unmanaged indices
                               so that investors may compare the
                               Sub-Account results with those of a
                               group of unmanaged securities widely
                               regarded by investors as
                               representative of the securities
                               markets in general;

                           -   other groups of variable life variable
                               accounts or other investment products
                               tracked by Lipper Analytical Services,
                               a widely used independent research
                               firm which ranks mutual funds and
                               other investment products by overall
                               performance, investment objectives,
                               and assets, or tracked by other
                               services, companies, publications, or
                               persons, such as Morningstar, Inc.,
                               who rank such investment products on
                               overall performance or other criteria;
                               or

                           -   the Consumer Price Index (a measure
                               for inflation) to assess the real rate
                               of return from an investment in the
                               Sub-Account. Unmanaged indices may
                               assume the reinvestment of dividends
                               but generally do not reflect
                               deductions for administrative and
                               management expenses.

                           We may provide policy information on various topics
                       of interest to you and other prospective policyowners.
                       These topics may include:

                           -   the relationship between sectors of
                               the economy and the economy as a whole
                               and its effect on various securities
                               markets;

                           -   investment strategies and techniques
                               (such as value investing, market
                               timing, dollar cost averaging, asset
                               allocation, constant ratio transfer
                               and account rebalancing);

                           -   the advantages and disadvantages of
                               investing in tax-deferred and taxable
                               investments;

                           -   customer profiles and hypothetical
                               purchase and investment scenarios;

                           -   financial management and tax and
                               retirement planning; and

                           -   investment alternatives to
                               certificates of deposit and other
                               financial instruments, including
                               comparisons between a Policy and the
                               characteristics of, and market for,
                               such financial instruments.

                        39         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
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<PAGE>
                                FEDERAL INCOME TAX CONSIDERATIONS

<TABLE>
<S>                           <C>
We do not make any guar-              The following summary provides a general description of the federal
antees about the Policy's     income tax considerations associated with the Policy and does not purport to be
tax status.                   complete or to cover all situations. This discussion is NOT intended as tax
                              advice. You should consult counsel or other competent tax advisers for more
                              complete information. This discussion is based upon our understanding of the
                              present federal income tax laws as they are currently interpreted by the Internal
                              Revenue Service (the "IRS"). We make no representation as to the likelihood of
                              continuation of the present federal income tax laws or of the current interpreta-
                              tions by the IRS. WE DO NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF ANY
                              POLICY OR ANY TRANSACTION REGARDING THE POLICY.
</TABLE>

                           The Policy may be used in various arrangements,
                       including non-qualified 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 the use of the
                       Policy in any such arrangement is contemplated, you
                       should consult a qualified tax adviser for advice on the
                       tax attributes of the particular arrangement.

                       TAX STATUS OF THE POLICY

<TABLE>
<S>                           <C>
We believe the Policy will            A Policy has certain tax advantages when treated as a life insurance
be treated as a life          contract within the meaning of Section 7702 of the Internal Revenue Code of 1986,
insurance contract under      as amended (the "Code"). We believe that the Policy meets the Section 7702
federal tax laws.             definition of a life insurance contract and will take whatever steps are
                              appropriate and reasonable to attempt to cause the Policy to comply with Sec-
                              tion 7702.
</TABLE>

                       DIVERSIFICATION OF INVESTMENTS

                           Section 817(h) of the Code requires that the Variable
                       Account's investments be "adequately diversified" in
                       accordance with certain Treasury regulations. We believe
                       that the Variable Account will be adequately diversified.

                           In certain circumstances, the owner of a variable
                       life insurance policy may be considered, for federal
                       income tax purposes, the owner of the assets of the
                       separate account used to support the policy. In those
                       circumstances, income and gains from the separate
                       accountassets would be includible in the variable
                       policyowner's gross income. We do not know what standards
                       will be established, if any, in the regulations or
                       rulings which the Treasury has stated it expects to issue
                       on this question. We therefore reserve 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.

                        40         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           The following discussion assumes that your Policy
                       will qualify as a life insurance contract for federal
                       income tax purposes.

                       TAX TREATMENT OF POLICY BENEFITS

<TABLE>
<S>                           <C>
Death benefits do not incur           LIFE INSURANCE DEATH BENEFIT PROCEEDS.  In general, the amount of the
federal income tax.           death benefit payable under your Policy is excludible from your gross income
                              under the Code.
</TABLE>

<TABLE>
<S>                           <C>
Investment gains are nor-             TAX DEFERRED ACCUMULATION.  Any increase in your Account Value is
mally not taxed unless dis-   generally not taxable to you unless you receive or are deemed to receive amounts
tributed to you before the    from the Policy before the death of the last Insured to die.
death of the last Insured to          DISTRIBUTIONS.  If you surrender your Policy, the amount you will receive
die.                          as a result will be subject to tax as ordinary income to the extent that amount
                              exceeds the "investment in the contract," which is generally the total of
                              premiums and other consideration paid for the Policy, less all amounts previously
                              received under the Policy to the extent those amounts were excludible from gross
                              income.
</TABLE>

                           Depending on the circumstances, any of the following
                       transactions may have federal income tax consequences:

                           -   the exchange of a Policy for a life
                               insurance, endowment or annuity
                               contract;

                           -   a change in the death benefit option;

                           -   a policy loan;

                           -   a partial surrender;

                           -   a surrender;

                           -   a change in the ownership of a Policy;

                           -   an election to extend the Maturity
                               Date; or

                           -   an assignment of a Policy.

                           In addition, federal, state and local transfer and
                       other tax consequences of ownership or receipt of Policy
                       Proceeds will depend on your circumstances and those of
                       the named beneficiary. Whether partial surrenders (or
                       other amounts deemed to be distributed) constitute income
                       subject to federal income tax depends, in part, upon
                       whether your Policy is considered a "modified endowment
                       contract."

<TABLE>
<S>                           <C>
If you pay more premiums              MODIFIED ENDOWMENT CONTRACTS.  Section 7702A of the Code treats certain
than permitted under the      life insurance contracts as "modified endowment contracts" ("MECs"). The Code
seven-pay test, your Policy   defines MECs as those Policies issued or materially changed after June 21, 1988
will be a MEC.                on which the total premiums paid during the first seven years exceed the amount
                              that would have been paid if the Policy provided for paid-up benefits for seven
                              annual premiums ("seven-pay test").
</TABLE>

                        41         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           We will monitor the Policy to determine whether
                       additional premium payments would cause the Policy to
                       become a MEC and will take certain steps in an attempt to
                       avoid this result.

                           Further, if a transaction occurs which decreases the
                       face amount of your Policy, we will retest your Policy,
                       as of the date of its purchase, based on the lower face
                       amount to determine compliance with the seven-pay test.
                       Also, if a decrease in face amount occurs following a
                       "material change," we will retest your Policy for
                       compliance as of the date of the "material change."
                       Failure to comply in either case would result in the
                       Policy's classification as a MEC regardless of our
                       efforts to provide a payment schedule that would not
                       otherwise violate the seven-pay test.

                           The rules relating to whether a Policy will be
                       treated as a MEC are complex and cannot be fully
                       described in the limited confines of this summary.
                       Therefore, you should consult with a competent tax
                       adviser to determine whether a particular transaction
                       will cause your Policy to be treated as a MEC.

<TABLE>
<S>                           <C>
If your Policy becomes a              DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS.  If treated as a MEC,
MEC, partial surrenders,      your Policy will be subject to the following tax rules:
loans and surrenders may      -  First, partial surrenders are treated as ordinary income subject to tax up to
incur taxes and tax             the amount equal to the excess (if any) of your Account Value immediately
penalties.                      before the distribution over the "investment in the contract" at the time of
                                the distribution.
</TABLE>

                       -   Second, policy loans and loans secured by a Policy
                           are treated as partial surrenders and taxed
                           accordingly. Any past-due loan interest that is added
                           to the amount of the loan is treated as a loan.

                       -   Third, a 10 percent additional income tax is imposed
                           on that portion of any distribution (including
                           distributions upon surrender), policy loan, or loan
                           secured by a Policy, that is included in income,
                           except where the distribution or loan is:

                           -   made when you are age 59 1/2 or older;

                           -   attributable to your becoming
                               disabled; or

                           -   is part of a series of substantially
                               equal periodic payments for the
                               duration of your life (or life
                               expectancy) or for the duration of the
                               longer of your or the beneficiary's
                               life (or life expectancies).

                           DISTRIBUTIONS UNDER A POLICY THAT IS NOT A MEC.  If
                       your Policy is not a MEC, a distribution is generally
                       treated first as a tax-free recovery of the "investment
                       in the contract," and then as a distribution of taxable
                       income to the extent the distribution exceeds the
                       "investment in the contract." An exception is made for
                       cash distributions that occur in the first 15 Policy
                       Years as a result of a decrease in the death benefit or
                       other change which reduces benefits under the Policy
                       which are made for purposes of maintaining compliance
                       with

                        42         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       Section 7702. Such distributions are taxed in whole or
                       part as ordinary income (to the extent of any gain in the
                       Policy) under rules prescribed in Section 7702.

                           If your Policy is not a MEC, policy loans and loans
                       secured by the Policy are generally not treated as
                       distributions. Such loans are instead treated as your
                       indebtedness.

                           Finally, if your Policy is not a MEC, distributions
                       (including distributions upon surrender), policy loans
                       and loans secured by the Policy are not subject to the 10
                       percent additional tax.

                           POLICY LOAN INTEREST.  Generally, no tax deduction is
                       allowed for interest paid or accrued on any indebtedness
                       under a Policy. In addition, if the policyowner is not a
                       natural person, or is a direct or indirect beneficiary
                       under the Policy, Section 264(f) of the Code disallows a
                       pro-rata portion of the taxpayer's otherwise allowable
                       interest expense deduction. This rule may not, however,
                       apply if you are such a policyowner engaged in a trade
                       business and the Policy covers an officer, director,
                       employee, or 20 percent owner of your business, within
                       the meaning of Section 264(f)(4). You should consult your
                       tax adviser for further guidance on these issues.

                           Also, there is no definitive guidance concerning the
                       tax treatment of a policy loan when the interest rate
                       credited to the loan is the same as the interest rate
                       charged against the loan, as is the case for loan amounts
                       in Policy Years 11 and thereafter. You should consult
                       your tax adviser regarding loan amounts in those Policy
                       Years.

                           MULTIPLE POLICIES.  All modified endowment contracts
                       issued by us (or our affiliates) to you during any
                       calendar year will be treated as a single MEC for
                       purposes of determining the amount of a policy
                       distribution which is taxable to you.

<TABLE>
<S>                           <C>
We may be required to with-           FEDERAL INCOME TAX WITHHOLDING.  We will withhold and remit to the
hold taxes from certain dis-  federal government the amount of any tax due on that portion of a policy
tributions to you.            distribution which is taxable if we do not have a valid social security number
                              for you, unless you direct us otherwise in writing at or before the time of the
                              distribution. As the policyowner, however, you will be responsible for the pay-
                              ment of any taxes and early distribution penalties that may be due on policy
                              distributions, regardless of whether those amounts are subject to withholding.
</TABLE>

                       OUR TAXES

                           As a result of the Omnibus Budget Reconciliation Act
                       of 1990, we are currently and are generally required to
                       capitalize and amortize certain policy acquisition
                       expenses over a 10-year period rather than currently
                       deducting such expenses. This so-called "deferred
                       acquisition cost" tax ("DAC tax") applies to the deferred
                       acquisition expenses of a Policy and results in a
                       significantly higher corporate income tax liability for
                       us.

                        43         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           At present, we do not assess any charge against the
                       assets of the Variable Account for any federal, state or
                       local taxes that we incur which may be attributable to
                       the Variable Account or any Policy. We, however, reserve
                       the right in the future to assess a charge against the
                       assets of the Variable Account for any such taxes or
                       other economic burdens resulting from the application of
                       any tax laws that we determine to be properly
                       attributable to the Variable Account or any Policy.

                                      DISTRIBUTION OF POLICY

                           The Policy will be sold by licensed insurance agents
                       in those states where the Policy may be lawfully sold.
                       Such agents will be registered representatives of
                       broker-dealers registered under the Securities Exchange
                       Act of 1934 who are members of the National Association
                       of Securities Dealers, Inc. and who have entered into
                       distribution agreements with us and our general
                       distributor, Clarendon Insurance Agency, Inc.
                       ("Clarendon"), One Sun Life Executive Park, Wellesley
                       Hills, Massachusetts 02481. Clarendon is our wholly-owned
                       subsidiary and is registered with the Securities and
                       Exchange Commission under the Securities Exchange Act of
                       1934 as a broker-dealer and is a member of the National
                       Association of Securities Dealers, Inc. Clarendon also
                       acts as the general distributor of certain variable
                       annuity contracts and other variable life insurance
                       contracts we issue.

                           Gross first year commissions plus any expense
                       allowance payments we pay on the sale of the Policy may
                       vary with the sales agreement with broker-dealers
                       depending on the particular circumstances, but is not
                       expected to exceed 100% of the target premium, which will
                       vary based on the Insured's age, sex and rating Class,
                       plus an amount not to exceed 5% of any excess premium
                       payments. Gross renewal commissions in Policy Years 2
                       through 10 will not exceed 5% of actual premium payment,
                       and will not exceed 2% in Policy Years 11 and thereafter.
                       In addition, we may also pay override payments, expense
                       allowances, bonuses, wholesaler fees, and training
                       allowances. In Policy Year 3 and thereafter, 0.10% of the
                       Variable Account Value per annum will be paid to broker-
                       dealers.

                                          VOTING RIGHTS

                           We are the legal owner of all shares of the Funds
                       held in the Sub-Accounts of the Variable Account, and as
                       such have the right to vote upon matters that are
                       required by the Investment Company Act of 1940 Act to be
                       approved or ratified by the shareholders of the Funds and
                       to vote upon any other matters that may be voted upon at
                       a shareholders' meeting. We will, however, vote shares
                       held in the Sub-Accounts in accordance with instructions
                       received from policyowners who have an interest in the
                       respective Sub-Accounts.

                        44         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                           We will vote shares held in each Sub-Account for
                       which no timely instructions from policyowners are
                       received, together with shares not attributable to a
                       Policy, in the same proportion as those shares in that
                       Sub-Account for which instructions are received. Should
                       the applicable federal securities laws change so as to
                       permit us to vote shares held in the Variable Account in
                       our own right, we may elect to do so.

                           The number of shares in each Sub-Account for which a
                       policyowner may give instructions is determined by
                       dividing the portion of the Account Value derived from
                       participation in that Sub-Account, if any, by the value
                       of one share of the corresponding Fund. We will determine
                       the number as of a date we choose, but not more than 90
                       days before the shareholders' meeting. Fractional votes
                       are counted. Voting instructions will be solicited in
                       writing at least 14 days prior to the shareholders'
                       meeting.

                           We may, if required by state insurance regulators,
                       disregard voting instructions if those instructions would
                       require shares to be voted so as to cause a change in the
                       sub-classification or investment policies of one or more
                       of the Funds, or to approve or disapprove an investment
                       management contract. In addition, we may disregard voting
                       instructions that would require changes in the investment
                       policies or investment adviser, provided that we
                       reasonably disapprove of those changes in accordance with
                       applicable federal regulations. If we disregard voting
                       instructions, we will advise you of that action and our
                       reasons for it in our next communication to policyowners.

                               OUR DIRECTORS AND EXECUTIVE OFFICERS

                           Our directors and executive officers are listed
                       below, together with information as to their ages, dates
                       of election and principal business occupations during the
                       last five years (if other than their present business
                       occupations). Except as otherwise indicated, those
                       directors and officers who are associated with Sun Life
                       Assurance Company of Canada and/or its subsidiaries have
                       been associated with Sun Life Assurance Company of Canada
                       for more than five years either in the position shown or
                       in other positions. The asterisks below denote the year
                       that the indicated director was elected to our board of
                       directors.

                       DONALD A. STEWART, 53, Chairman and Director (1996*)
                       150 King Street West
                       Toronto, Ontario, Canada M5H 1J9

                           He is Chairman, Chief Executive Officer and a
                       Director of Sun Life Assurance Company of Canada;
                       Chairman and a Director of Sun Life Insurance and Annuity
                       Company of New York; and a Director of Massachusetts
                       Financial Services Company and Sun Life of Canada UK
                       Holdings, plc.

                        45         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       C. JAMES PRIEUR, 48, President and Director (1998*)
                       150 King Street West
                       Toronto, Ontario, Canada M5H 1J9

                           He is President and Chief Operating Officer of Sun
                       Life Assurance Company of Canada; President and a
                       Director of Sun Life Insurance and Annuity Company of New
                       York; Chairman and a Director of Sun Life of Canada
                       (U.S.) Distributors, Inc. and Sun Capital
                       Advisers, Inc.; Chairman of the Board and Executive Vice
                       President, Sun Capital Advisers Trust; President and a
                       Director of Sun Life of Canada (U.S.) Holdings, Inc., and
                       Sun Life Assurance Company of Canada--U.S. Operations
                       Holdings, Inc.; and a Director of Sun Life Information
                       Services Ireland Limited.

                       JAMES A. MCNULTY, III, 57, Senior Vice President, General
                       Manager and Director (1999*)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481

                           He is Senior Vice President and General Manager for
                       the United States of Sun Life Assurance Company of Canada
                       and Senior Vice President and General Manager and a
                       Director of Sun Life Insurance and Annuity Company of New
                       York. He is President and a Director of Sun Life of
                       Canada (U.S.) SPE 97-1, Inc., Sun Benefit Services
                       Company, Inc., Sun Life of Canada (U.S.) Holdings General
                       Partner, Inc., Sun Life Financial Services Limited, and
                       Sun Canada Financial Co.; Senior Vice President and a
                       Director of Sun Life Assurance Company of Canada--U.S.
                       Operations Holdings, Inc., Sun Life of Canada (U.S.)
                       Holdings, Inc., and Sun Life of Canada (U.S.) Financial
                       Services Holdings, Inc.; and a Director of Sunesco
                       Insurance Agency, Inc. and the Support Committee for
                       Battered Women.

                       RICHARD B. BAILEY, 73, Director (1983*)
                       63 Atlantic Ave 11D
                       Boston, Massachusetts 02110

                           He is a Director of Sun Life Insurance and Annuity
                       Company of New York and a Director/Trustee of certain
                       Funds in the MFS Family of Funds. He is a Director of
                       Cambridge Bancorp.

                       M. COLYER CRUM, 67, Director (1986*)
                       104 Westcliff Road
                       Weston, Massachusetts 02493-1410

                           He is Professor Emeritus of the Harvard Business
                       School; a Director of Sun Life Assurance Company of
                       Canada, Sun Life Insurance and Annuity Company of New
                       York, Cambridge Bancorp, Cambridge Trust Company, Merrill
                       Lynch Ready Assets Trust, Merrill Lynch Basic Value
                       Fund, Inc., Merrill Lynch Global Growth Fund, Inc.,
                       Merrill Lynch U.S. Treasury Money Fund, Merrill

                        46         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       Lynch Special Value Fund, Inc., Merrill Lynch Capital
                       Fund, Inc., Merrill Lynch U.S.A. Government Reserves,
                       Merril Lynch Michigan Insured Fund II, Merrill Lynch
                       Displined Equity Fund, Inc., MuniVest Florida Fund,
                       MuniVest Michigan Insured Fund, Inc., MuniVest New Jersey
                       Fund, Inc., MuniYield Michigan Insured Fund, Inc., and
                       MuniYield New Jersey Insured Fund, Inc.; and a Trustee of
                       Merrill Lynch Global Resources Trust, Merrill Lynch Ready
                       Assets Trust, MuniYield Florida Insured Fund, and
                       MuniYield Pennsylvania Fund. Prior to July 1996, he was a
                       Professor at the Harvard Business School.

                       GREGORY W. GEE, 51, Director (1999*)
                       150 King Street West
                       Toronto, Ontario, Canada M5H 1J9

                           He is Vice Chairman of Sun Life Assurance Company of
                       Canada and a Director of Sun Life Insurance and Annuity
                       Company of New York.

                       DAVID D. HORN, 58, Director (1985*)
                       Strong Road
                       P.O. Box 24
                       New Vineyard, Maine 04956

                           He was formerly Senior Vice President and General
                       Manager for the United States of Sun Life Assurance
                       Company of Canada, retiring in December 1997. He is a
                       Director of Sun Life Insurance and Annuity Company of New
                       York; a Trustee of MFS/Sun Life Series Trust; and a
                       Member of the Boards of Managers of Money Market Variable
                       Account, High Yield Variable Account, Capital
                       Appreciation Variable Account, Government Securities
                       Variable Account, Global Governments Variable Account,
                       Total Return Variable Account, and Managed Sectors
                       Variable Account.

                       ANGUS A. MACNAUGHTON, 68, Director (1985*)
                       Genstar Investment Corporation
                       555 California Street
                       Suite 4850
                       San Francisco, California 94104

                           He is President and a Director of Genstar Investment
                       Corporation and a Director of Sun Life Assurance Company
                       of Canada, Sun Life Insurance and Annuity Company of New
                       York, Canadian Pacific, Ltd., Varian Associates, Inc.,
                       and Diversified Collection Services, Inc.; and Vice
                       Chairman and a Director of Barrick Gold Corporation.

                        47         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       S. CAESAR RABOY, 63, Director (1997*)
                       220 Boylston Street
                       Boston, Massachusetts 02110

                           He is a former Senior Vice President and Deputy
                       General Manager for the United States of Sun Life
                       Assurance Company of Canada; a Director of Sun Life
                       Insurance and Annuity Company of New York; and a Director
                       of Sun Life of Canada (U.S.) Distributors, Inc. and Fleet
                       International Bank.

                       JAMES M.A. ANDERSON, 50, Vice President, Investments
                       (1998)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481

                           He is Vice President, Investments of Sun Life
                       Assurance Company of Canada and Sun Life Insurance and
                       Annuity Company of New York; President and Chief
                       Executive Officer of Sun Capital Advisers Trust;
                       President and a Director of Sun Life of Canada (U.S.)
                       Holdings, Inc., Sun Life of Canada (U.S.) Financial
                       Services Holdings, Inc., and Sun Life Assurance Company
                       of Canada--U.S. Operations Holdings, Inc.; Vice President
                       and a Director of Sun Life of Canada (U.S.)
                       Distributors, Inc. and Sun Life of Canada (U.S.) Holdings
                       General Partner, Inc.; Vice President of Sun Canada
                       Financial Co.; and a Director of Clarendon Insurance
                       Agency, Inc., Sunesco Insurance Agency, Inc., and Sun
                       Benefit Services Company, Inc.

                       DAVEY SCOON, 53, Vice President, Finance and Treasurer
                       (1999)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481

                           He is Vice President and Chief Financial Officer of
                       U.S. Operations for Sun Life Assurance Company of Canada;
                       Vice President, Finance, Controller, and Treasurer of Sun
                       Life Insurance and Annuity Company of New York; Vice
                       President and Treasurer and a Director of Sun Benefit
                       Services Company, Inc.; Vice President and a Director of
                       Sun Life Assurance Company of Canada--U.S. Operations
                       Holdings, Inc., Sun Life of Canada (U.S.)
                       Holdings, Inc.; Sun Life of Canada (U.S.) Financial
                       Services Holdings, Inc., Sun Life of Canada (U.S.)
                       Holdings General Partner, Inc., Sun Life Financial
                       Services Limited, and Sun Canada Financial Co.; a Regular
                       Trustee of Sun Life of Canada (U.S.) Capital Trust I; a
                       Director of Senesco Insurance Agency, Inc. and Chairman
                       and a Director of Tufts Associated Health Plan, and a
                       Lead Director of Tufts Associated Heath Maintenance
                       Organization, and Board Chairman of Managed Comp. Prior
                       to October 1999, he was Executive Vice President and
                       Chief Operating Officer of Liberty Funds Group.

                        48         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       ROBERT P. VROLYK, 46, Vice President and Actuary (1986)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481

                           He is Vice President and Chief Actuary of Sun Life
                       Assurance Company of Canada; Vice President and Actuary
                       of Sun Life Insurance and Annuity Company of New York;
                       Vice President and a Director of Sun Life of Canada
                       (U.S.) Holdings, Inc., Sun Life of Canada (U.S.)
                       Financial Services Holdings, Inc., Sun Life of Canada
                       (U.S.) Distributors, Inc., Sun Canada Financial Co., and
                       Sun Life of Canada (U.S.) Holdings General
                       Partner, Inc.; Vice President and a Director of Sun Life
                       of Canada (U.S.) SPE 97-1, Inc.; Treasurer and Chief
                       Financial Officer of Sun Capital Advisers Trust; a
                       Director of Sun Benefit Services Company, Inc. and Sun
                       Life Information Services Ireland Limited; and a Regular
                       Trustee of Sun Life of Canada (U.S.) Capital Trust I.

                       PETER F. DEMUTH, 41, Vice President, Chief Counsel and
                       Assistant Secretary (1998)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481

                           He is Vice President and Chief Counsel of U.S.
                       Operations for Sun Life Assurance Company of Canada; Vice
                       President and Chief Counsel and Assistant Secretary for
                       Sun Life Insurance and Annuity Company of New York; a
                       Director of Sun Life of Canada (U.S.) Holdings, Inc., Sun
                       Life of Canada (U.S.) Financial Services Holdings, Inc.,
                       and Sun Life Assurance Company of Canada--U.S. Operations
                       Holdings, Inc.; Assistant Secretary for Sun Capital
                       Advisers Trust; and a Regular Trustee of Sun Life of
                       Canada (U.S.) Capital Trust I. Prior to February 1998, he
                       was a partner at the firm of Mintz, Levin, Cohn, Ferris,
                       Glovsky and Popeo, P.C.

                       ELLEN B. KING, 42, Counsel and Secretary (1998)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481

                           She is Counsel of Sun Life Assurance Company of
                       Canada; Counsel and Secretary of Sun Life Insurance and
                       Annuity Company of New York.; and Secretary of Sun Life
                       of Canada (U.S.) Holdings, Inc., Sun Life of Canada
                       (U.S.) Financial Services Holdings, Inc., Sun Life
                       Assurance Company of Canada--U.S. Operations
                       Holdings, Inc., Sun Benefit Services Company, Inc., Sun
                       Life of Canada (U.S.) SPE 97-1, Inc., Sun Canada
                       Financial Co., and Sun Life of Canada (U.S.) Holdings
                       General Partner, Inc.

                        49         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       ROBERT K. LEACH, 44, Vice President, Finance and Product,
                       Retirement Products and Services (1996)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481

                           He has been affiliated with Sun Life Assurance
                       Company of Canada since January 1987 in various
                       management positions. In October 1999, he was appointed
                       Vice President, Finance and Product, Retirement Products
                       and Services. Prior to 1987, he was a 2nd Vice President
                       at New England Life Insurance Company.

                       EDWARD J. RONAN, 46, Vice President, Retirement Products
                       and Services (1997)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481

                           He has been affiliated with Sun Life Assurance
                       Company of Canada since August 1997. From June 1987 to
                       July 1997, he was Vice President, Division Manager at
                       First Data Investor Services Group.

                           Our directors, officers and employees are covered
                       under a commercial blanket bond and a liability policy.
                       The directors, officers and employees of Clarendon
                       Insurance Agency, Inc. are covered under a fidelity bond.

                                        OTHER INFORMATION

                       STATE REGULATION

                           We are subject to the laws of Delaware governing life
                       insurance companies and to regulation by Delaware's
                       Commissioner of Insurance, whose agents periodically
                       conduct an examination of our financial condition and
                       business operations. We are also subject to the insurance
                       laws and regulations of the jurisdictions in which we are
                       authorized to do business.

                           We are required to file an annual statement with the
                       insurance regulatory authority of those jurisdictions
                       where we are authorized to do business relating to our
                       business operations and financial condition as of
                       December 31st of the preceding year.

                       LEGAL PROCEEDINGS

                           There are no pending legal proceedings which would
                       have a material adverse effect on the Variable Account.
                       We are engaged in various kinds of routine litigation
                       which, in our judgment, is not material to the Variable
                       Account.

                        50         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                       EXPERTS

                           Actuarial matters concerning the policy have been
                       examined by Georges C. Rouhart, FSA, MAAA, Product
                       Officer.

                       ACCOUNTANTS

                           To be added by amendment.

                       REGISTRATION STATEMENTS

                           This prospectus is part of a registration statement
                       that has been filed with the Securities and Exchange
                       Commission under the Securities Act of 1933 with respect
                       to the Policy. It does not contain all of the information
                       set forth in the registration statement and the exhibits
                       filed as part of the registration statement. You should
                       refer to the registration statement for further
                       information concerning the Variable Account, Sun Life of
                       Canada (U.S.), the mutual fund investment options, and
                       the Policy.

                       FINANCIAL STATEMENTS

                           Financial statements to be added by amendment.

                           There are no financial statements for the Variable
                       Account with respect to the Sub-Accounts because the
                       Sub-Accounts had not commenced operations as of the date
                       of this prospectus. Our financial statements, which are
                       included in this prospectus, should be considered only as
                       bearing on our ability to meet our obligations with
                       respect to the death benefit and our assumption of the
                       mortality and expense risks. They should not be
                       considered as bearing on the investment performance of
                       the Fund shares held in the Variable Account.

                        51         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE
INSURANCE
<PAGE>
                                                                      APPENDIX A

                            GLOSSARY OF POLICY TERMS

    ACCOUNT VALUE--The sum of the amounts in each Sub-Account of the Variable
Account and the Fixed Account Value with respect to a Policy.

    ANNIVERSARY--The same day in each succeeding year as the day of the year
corresponding to the policy date.

    ATTAINED AGE--With respect to an Insured, the Insured's Issue Age plus the
number of completed Policy Years.

    BUSINESS DAY--Any day that we are open for business.

    CASH VALUE--Account Value less any surrender charges.

    CASH SURRENDER VALUE--The Cash Value decreased by the balance of any
outstanding Policy Debt.

    CLASS--The risk and underwriting classification of an Insured.

    DAILY RISK PERCENTAGE--The daily rate for deduction of the Mortality and
Expense Risk Charge.

    DUE PROOF--Such evidence as we may reasonably require in order to establish
that a benefit is due and payable.

    EFFECTIVE DATE OF COVERAGE--Initially, the Investment Start Date; with
respect to any increase in the Specified Face Amount, the Anniversary that falls
on or next follows the date we approve the supplemental application for that
increase; with respect to any decrease in the Specified Face Amount, the Monthly
Anniversary Day that falls on or next follows the date we receive your request.

    EXPENSE CHARGES APPLIED TO PREMIUM--A percentage charge deducted from each
premium payment.

    FIXED ACCOUNT VALUE--The portion of the Account Value funded by the assets
of our general account.

    FUND--A mutual fund portfolio in which a Sub-Account invests.

    INITIAL PREMIUM--The initial premium amount specified in your Policy.

    INSURED--A person on whose life a Policy is issued.

    INVESTMENT START DATE--The date the first premium is applied, which will be
the later of the Issue Date, the Policy Date or the Valuation Date we receive a
premium equal to or in excess of the Initial Premium.

    ISSUE AGE--With respect to an Insured, the age as of the Insured's birthday
nearest the policy date.

    ISSUE DATE--The date we produce a Policy from our system as specified in the
Policy.

    MATURITY--The Anniversary on which the younger Insured's Attained Age is
100.

    MONTHLY ANNIVERSARY DAY--The same day in each succeeding month as the day of
the month corresponding to the policy date.

    MONTHLY COST OF INSURANCE--A deduction made on a monthly basis for the
insurance coverage provided by the Policy.

A-1                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
    MONTHLY FACE AMOUNT CHARGE--A deduction made on a monthly basis for
administration and other expenses.

    MORTALITY AND EXPENSE RISK CHARGE--The annual rate deducted from the Account
Value in the Sub-Accounts for the mortality and expense risk we assume by
issuing the Policy. This annual rate is converted to a daily rate, the Daily
Risk Percentage, and deducted from the Unit Values of the Sub-Accounts on a
daily basis.

    POLICY APPLICATION--The application for a Policy, a copy of which is
attached to and incorporated in the Policy.

    POLICY DEBT--The principal amount of any outstanding loan against the
Policy, plus accrued but unpaid interest on such loan.

    POLICY MONTH--A Policy Month is a one-month period commencing on the policy
date or any Monthly Anniversary Day and ending on the next Monthly Anniversary
Day.

    POLICY PROCEEDS--The amount determined in accordance with the terms of the
Policy which is payable at the death of the last Insured to die prior to the
Policy Maturity date. This amount is the death benefit, decreased by the amount
of any outstanding Policy Debt and any Unpaid Policy Charges, and increased by
the amounts payable under any supplemental benefits.

    POLICY YEAR--A Policy Year is a one-year period commencing on the policy
date or any Anniversary and ending on the next Anniversary.

    PRINCIPAL OFFICE--Sun Life Assurance Company of Canada (U.S.), One Sun Life
Executive Park, Wellesley Hills, Massachusetts, 02481, or such other address as
we may hereafter specify to you by written notice.

    SPECIFIED FACE AMOUNT--The amount of life insurance coverage you request as
specified in your Policy.

    SUB-ACCOUNTS--Sub-accounts into which the assets of the Variable Account are
divided, each of which corresponds to an investment choice available to you.

    UNIT--A unit of measurement that we use to calculate the value of each
Sub-Account.

    UNIT VALUE--The value of each Unit of assets in a Sub-Account.

    UNPAID POLICY CHARGES--The amounts by which the Monthly Face Amount Charges
plus the Monthly Costs of Insurance plus the Policy Debt exceed the Account
Value.

    VALUATION DATE--Any day that benefits vary and on which we, the applicable
Fund, and the New York Stock Exchange are open for business and any other day as
may be required by the applicable rules and regulations of the Securities and
Exchange Commission.

    VALUATION PERIOD--The period of time from one determination of Unit Values
to the next following determination of Unit Values. We will determine Unit
Values for each Valuation Date as of the close of the New York Stock Exchange on
that Valuation Date.

    VARIABLE ACCOUNT--Sun Life of Canada (U.S.) Variable Account I

A-2                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                                                      APPENDIX B

                       TABLE OF DEATH BENEFIT PERCENTAGES
                   (Based on the Age of the Younger Insured)

<TABLE>
<CAPTION>
              APPLICABLE                 APPLICABLE
AGE           PERCENTAGE   AGE           PERCENTAGE
- ---           ----------   ---           ----------
<S>           <C>          <C>           <C>
 20              250%      60               130%
 21              250%      61               128%
 22              250%      62               126%
 23              250%      63               124%
 24              250%      64               122%
 25              250%      65               120%
 26              250%      66               119%
 27              250%      67               118%
 28              250%      68               117%
 29              250%      69               116%
 30              250%      70               115%
 31              250%      71               113%
 32              250%      72               111%
 33              250%      73               109%
 34              250%      74               107%
 35              250%      75               105%
 36              250%      76               105%
 37              250%      77               105%
 38              250%      78               105%
 39              250%      79               105%
 40              250%      80               105%
 41              243%      81               105%
 42              236%      82               105%
 43              229%      83               105%
 44              222%      84               105%
 45              215%      85               105%
 46              209%      86               105%
 47              203%      87               105%
 48              197%      88               105%
 49              191%      89               105%
 50              185%      90               105%
 51              178%      91               104%
 52              171%      92               103%
 53              164%      93               102%
 54              157%      94               101%
 55              150%      95               100%
 56              146%      96               100%
 57              142%      97               100%
 58              138%      98               100%
 59              134%      99               100%
</TABLE>

                         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                                                      APPENDIX C

                       SAMPLE HYPOTHETICAL ILLUSTRATIONS
              HYPOTHETICAL ILLUSTRATIONS OF CASH SURRENDER VALUES,
                       ACCOUNT VALUES AND DEATH BENEFITS

    The illustrations in this prospectus have been prepared to help show how
values under the Policy change with investment performance. The illustrations on
the following pages illustrate the way in which a Policy's death benefit,
Account Value and Cash Surrender Value could vary over an extended period of
time. They assume that all premiums are allocated to and remain in the Variable
Account for the entire period shown and are based on hypothetical gross annual
investment returns for the Funds (i.e., investment income and capital gains and
losses, realized or unrealized) equivalent to constant gross annual rates of 0%,
6% and 12% over the periods indicated.

    The Account Values and death benefits would be different from those shown if
the gross annual investment rates of return averaged 0%, 6% and 12% over a
period of years, but fluctuated above or below such averages for individual
Policy Years. The values would also be different depending on the allocation of
a Policy's total Account Value among the Sub-Accounts, if the actual rates of
return averaged 0%, 6% or 12%, but the rates of each Fund varied above and below
such averages.

    The amounts shown for the death benefits and Account Values take into
account all charges and deductions imposed under the Policy based on the
assumptions set forth in the tables below. These include the Expense Charges
Applied to Premium, the Daily Risk Percentage charged against the Variable
Account for mortality and expense risks, the Monthly Face Amount Charge and the
Monthly Cost of Insurance. The Expense Charges Applied to Premium are deducted
as a sales load and for our federal, state and local tax obligations. In the
first Policy Year the Expense Charges Applied to Premium are 10% of premiums up
to an amount specified in the policy. The charge on premiums in excess of the
amount specified is currently 5.25% and is guaranteed not to exceed 7.25%. The
charge we will deduct from premiums in Policy Years 2 and after is 5.25% and is
guaranteed not to exceed 7.25%. The Daily Risk Percentage charge is an annual
effective rate of 0.50% and is guaranteed not to exceed an annual effective rate
of 0.80%.

    The amounts shown in the tables also take into account the Funds' advisory
fees and operating expenses, which are assumed to be at an annual rate of 0.86%
of the average daily net assets of each Fund. This is based upon a simple
average of the advisory fees and expenses of all the Funds for the most recent
fiscal year taking into account any applicable expense caps or expense
reimbursement arrangements. Actual fees and expenses of the Funds may be more or
less than 0.86%, will vary from year to year, and will depend upon how Account
Value is allocated among the Sub-Accounts. See the Fund Prospectuses for more
information on Fund expenses. The gross annual rates of investment return of 0%,
6% and 12% correspond to net annual rates of -1.36%, 4.64% and 10.64%,
respectively, taking into account the current Daily Risk Percentage charge and
the assumed 0.86% charge for the Funds' advisory fees and operating expenses;
and -1.66%, 4.34% and 10.34%, respectively, taking into account the guaranteed
Daily Risk Percentage charge.

    The hypothetical returns shown in the tables do not reflect any charges for
income taxes against the Variable Account since no charges are currently made.
If, in the future, such charges are made, in order to

C-1                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
produce the illustrated death benefits and Cash Values, the gross annual
investment rate of return would have to exceed 0%, 6% or 12% by a sufficient
amount to cover the tax charges.

    The second column of each table shows the amount which would accumulate if
an amount equal to each premium were invested and earned interest, after taxes,
at 5% per year, compounded annually.

    We will furnish upon request a comparable table using any specific set of
circumstances. In addition to a table assuming policy charges at their maximum,
we will furnish a table assuming current policy charges.

C-2                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                    TABLE 1
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
MALE, PREFERRED, AGE 55, NON TOBACCO; AND FEMALE, STANDARD, AGE 55, NON TOBACCO
                        $1,000,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM $10,000.00
                             DEATH BENEFIT OPTION A
                             CURRENT POLICY CHARGES
<TABLE>
<CAPTION>
                                                 HYPOTHETICAL 0%                    HYPOTHETICAL 6%
                                             GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                                                    NET -1.36%                         NET 4.64%
                           PREMIUMS      --------------------------------   --------------------------------
                          PAID PLUS        CASH                               CASH
       POLICY           INTEREST AT 5%   SURRENDER   ACCOUNT      DEATH     SURRENDER   ACCOUNT      DEATH
        YEAR               PER YEAR        VALUE      VALUE      BENEFIT      VALUE      VALUE      BENEFIT
- ---------------------   --------------   ---------   --------   ---------   ---------   --------   ---------
<S>                     <C>              <C>         <C>        <C>         <C>         <C>        <C>
            1               10,500          --         7,695    1,000,000      --         8,197    1,000,000
            2               21,525          --        15,707    1,000,000      --        17,222    1,000,000
            3               33,101          1,772     23,552    1,000,000      4,827     26,607    1,000,000
            4               45,256         12,145     31,195    1,000,000     17,279     36,329    1,000,000
            5               58,019         22,272     38,602    1,000,000     30,037     46,367    1,000,000
            6               71,420         32,235     45,845    1,000,000     43,198     56,808    1,000,000
            7               85,491         40,612     52,862    1,000,000     55,354     67,604    1,000,000
            8              100,266         48,757     59,647    1,000,000     67,875     78,765    1,000,000
            9              115,779         56,686     66,216    1,000,000     80,793     90,323    1,000,000
           10              132,068         64,402     72,572    1,000,000     94,128    102,298    1,000,000
           11              149,171         73,029     79,839    1,000,000    109,062    115,872    1,000,000
           12              167,130         81,351     86,791    1,000,000    124,430    129,870    1,000,000
           13              185,986         89,327     93,407    1,000,000    140,212    144,292    1,000,000
           14              205,786         96,885     99,605    1,000,000    156,363    159,083    1,000,000
           15              226,575        104,037    105,397    1,000,000    172,910    174,270    1,000,000
           16              248,404        110,728    110,728    1,000,000    189,826    189,826    1,000,000
           17              271,324        115,522    115,522    1,000,000    205,704    205,704    1,000,000
           18              295,390        119,718    119,718    1,000,000    221,872    221,872    1,000,000
           19              320,660        123,217    123,217    1,000,000    238,265    238,265    1,000,000
           20              347,193        125,916    125,916    1,000,000    254,820    254,820    1,000,000
           21              375,052        127,681    127,681    1,000,000    271,447    271,447    1,000,000
           22              404,305        128,357    128,357    1,000,000    288,049    288,049    1,000,000
           23              435,020        127,764    127,764    1,000,000    304,508    304,508    1,000,000
           24              467,271        125,690    125,690    1,000,000    320,691    320,691    1,000,000
           25              501,135        121,878    121,878    1,000,000    336,440    336,440    1,000,000
           26              536,691        116,071    116,071    1,000,000    351,607    351,607    1,000,000
           27              574,026        107,957    107,957    1,000,000    366,018    366,018    1,000,000
           28              613,227         97,199     97,199    1,000,000    379,496    379,496    1,000,000
           29              654,388         83,424     83,424    1,000,000    391,857    391,857    1,000,000
           30              697,608         66,171     66,171    1,000,000    402,875    402,875    1,000,000

<CAPTION>
                               HYPOTHETICAL 12%
                            GROSS INVESTMENT RETURN
                                  NET 10.64%
                       ---------------------------------
                         CASH
       POLICY          SURRENDER    ACCOUNT      DEATH
        YEAR             VALUE       VALUE      BENEFIT
- ---------------------  ---------   ---------   ---------
<S>                    <C>         <C>         <C>
            1             --           8,700   1,000,000
            2             --          18,800   1,000,000
            3             8,132       29,912   1,000,000
            4            23,058       42,108   1,000,000
            5            39,134       55,464   1,000,000
            6            56,567       70,177   1,000,000
            7            74,077       86,327   1,000,000
            8            93,173      104,063   1,000,000
            9           114,040      123,570   1,000,000
           10           136,873      145,043   1,000,000
           11           163,088      169,898   1,000,000
           12           191,777      197,217   1,000,000
           13           223,175      227,255   1,000,000
           14           257,524      260,244   1,000,000
           15           295,174      296,534   1,000,000
           16           336,461      336,461   1,000,000
           17           380,397      380,397   1,000,000
           18           428,783      428,783   1,000,000
           19           482,105      482,105   1,000,000
           20           540,932      540,932   1,000,000
           21           605,919      605,919   1,000,000
           22           677,844      677,844   1,000,000
           23           757,632      757,632   1,000,000
           24           846,400      846,400   1,000,000
           25           945,506      945,506   1,000,000
           26          1,055,811   1,055,811   1,108,601
           27          1,177,617   1,177,617   1,236,498
           28          1,312,084   1,312,084   1,377,689
           29          1,460,485   1,460,485   1,533,510
           30          1,624,208   1,624,208   1,705,418
</TABLE>

(1) Assumes a $10,000.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequently or
    in different amounts.

(2) Assumes that no policy loans have been made. Excessive loans or partial
    surrenders may cause this Policy to lapse due to insufficient policy value.

    THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND
SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY
OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THE CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY LOANS OR PARTIAL
SURRENDERS WERE MADE. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL
INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

C-3                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                    TABLE 2
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
MALE, PREFERRED, AGE 55, NON TOBACCO; AND FEMALE, STANDARD, AGE 55, NON TOBACCO
                        $1,000,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM $10,000.00
                             DEATH BENEFIT OPTION A
                           GUARANTEED POLICY CHARGES
<TABLE>
<CAPTION>
                                                 HYPOTHETICAL 0%                    HYPOTHETICAL 6%
                                             GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                                                    NET -1.66%                         NET 4.34%
                           PREMIUMS      --------------------------------   --------------------------------
                          PAID PLUS        CASH                               CASH
       POLICY           INTEREST AT 5%   SURRENDER   ACCOUNT      DEATH     SURRENDER   ACCOUNT      DEATH
        YEAR               PER YEAR        VALUE      VALUE      BENEFIT      VALUE      VALUE      BENEFIT
- ---------------------   --------------   ---------   --------   ---------   ---------   --------   ---------
<S>                     <C>              <C>         <C>        <C>         <C>         <C>        <C>
            1               10,500          --         7,670    1,000,000      --         8,172    1,000,000
            2               21,525          --        15,319    1,000,000      --        16,816    1,000,000
            3               33,101            927     22,707    1,000,000      3,917     25,697    1,000,000
            4               45,256         10,772     29,822    1,000,000     15,759     34,809    1,000,000
            5               58,019         20,301     36,631    1,000,000     27,795     44,125    1,000,000
            6               71,420         29,494     43,104    1,000,000     40,010     53,620    1,000,000
            7               85,491         36,945     49,195    1,000,000     50,999     63,249    1,000,000
            8              100,266         43,966     54,856    1,000,000     62,077     72,967    1,000,000
            9              115,779         50,474     60,004    1,000,000     73,161     82,691    1,000,000
           10              132,068         56,382     64,552    1,000,000     84,159     92,329    1,000,000
           11              149,171         62,773     69,583    1,000,000     96,189    102,999    1,000,000
           12              167,130         68,349     73,789    1,000,000    107,977    113,417    1,000,000
           13              185,986         72,978     77,058    1,000,000    119,382    123,462    1,000,000
           14              205,786         76,562     79,282    1,000,000    130,291    133,011    1,000,000
           15              226,575         78,943     80,303    1,000,000    140,536    141,896    1,000,000
           16              248,404         79,908     79,908    1,000,000    149,888    149,888    1,000,000
           17              271,324         77,743     77,743    1,000,000    156,620    156,620    1,000,000
           18              295,390         73,582     73,582    1,000,000    161,836    161,836    1,000,000
           19              320,660         66,862     66,862    1,000,000    164,960    164,960    1,000,000
           20              347,193         57,000     57,000    1,000,000    165,382    165,382    1,000,000
           21              375,052         43,354     43,354    1,000,000    162,417    162,417    1,000,000
           22              404,305         25,226     25,226    1,000,000    155,303    155,303    1,000,000
           23              435,020          1,808      1,808    1,000,000    143,145    143,145    1,000,000
           24              467,271             (*)        (*)          (*)   124,893    124,893    1,000,000
           25              501,135             (*)        (*)          (*)    99,187     99,187    1,000,000
           26              536,691             (*)        (*)          (*)    64,152     64,152    1,000,000
           27              574,026             (*)        (*)          (*)    17,235     17,235    1,000,000
           28              613,227             (*)        (*)          (*)        (*)        (*)          (*)
           29              654,388             (*)        (*)          (*)        (*)        (*)          (*)
           30              697,608             (*)        (*)          (*)        (*)        (*)          (*)

<CAPTION>
                               HYPOTHETICAL 12%
                            GROSS INVESTMENT RETURN
                                  NET 10.34%
                       ---------------------------------
                         CASH
       POLICY          SURRENDER    ACCOUNT      DEATH
        YEAR             VALUE       VALUE      BENEFIT
- ---------------------  ---------   ---------   ---------
<S>                    <C>         <C>         <C>
            1             --           8,675   1,000,000
            2             --          18,374   1,000,000
            3             7,155       28,935   1,000,000
            4            21,380       40,430   1,000,000
            5            36,589       52,919   1,000,000
            6            52,862       66,472   1,000,000
            7            68,899       81,149   1,000,000
            8            86,129       97,019   1,000,000
            9           104,596      114,126   1,000,000
           10           124,346      132,516   1,000,000
           11           146,690      153,500   1,000,000
           12           170,562      176,002   1,000,000
           13           196,028      200,108   1,000,000
           14           223,205      225,925   1,000,000
           15           252,190      253,550   1,000,000
           16           283,071      283,071   1,000,000
           17           314,503      314,503   1,000,000
           18           348,021      348,021   1,000,000
           19           383,628      383,628   1,000,000
           20           421,415      421,415   1,000,000
           21           461,575      461,575   1,000,000
           22           504,433      504,433   1,000,000
           23           550,471      550,471   1,000,000
           24           600,382      600,382   1,000,000
           25           655,084      655,084   1,000,000
           26           715,779      715,779   1,000,000
           27           784,113      784,113   1,000,000
           28           862,412      862,412   1,000,000
           29           954,026      954,026   1,001,727
           30          1,058,148   1,058,148   1,111,056
</TABLE>

(1) Assumes a $10,000.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequently or
    in different amounts.

(2) Assumes that no policy loans have been made. Excessive loans or partial
    surrenders may cause this Policy to lapse due to insufficient policy value.

(*) Policy terminates unless additional premiums are paid.

    THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND
SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY
OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THE CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY LOANS OR PARTIAL
SURRENDERS WERE MADE. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL
INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

C-4                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                    TABLE 3
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
MALE, PREFERRED, AGE 55, NON TOBACCO; AND FEMALE, STANDARD, AGE 55, NON TOBACCO
                        $1,000,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM $12,000.00
                             DEATH BENEFIT OPTION B
                             CURRENT POLICY CHARGES
<TABLE>
<CAPTION>
                                                 HYPOTHETICAL 0%                    HYPOTHETICAL 6%
                                             GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                                                    NET -1.36%                         NET 4.64%
                           PREMIUMS      --------------------------------   --------------------------------
                          PAID PLUS        CASH                               CASH
       POLICY           INTEREST AT 5%   SURRENDER   ACCOUNT      DEATH     SURRENDER   ACCOUNT      DEATH
        YEAR               PER YEAR        VALUE      VALUE      BENEFIT      VALUE      VALUE      BENEFIT
- ---------------------   --------------   ---------   --------   ---------   ---------   --------   ---------
<S>                     <C>              <C>         <C>        <C>         <C>         <C>        <C>
            1               12,600          --         9,565    1,009,565      --        10,180    1,010,180
            2               25,830          --        19,419    1,019,419      --        21,279    1,021,279
            3               39,722          7,300     29,080    1,029,080     11,052     32,832    1,032,832
            4               54,308         19,461     38,511    1,038,511     25,769     44,819    1,044,819
            5               69,623         31,345     47,675    1,047,675     40,888     57,218    1,057,218
            6               85,704         43,035     56,645    1,056,645     56,512     70,122    1,070,122
            7              102,589         53,104     65,354    1,065,354     71,231     83,481    1,083,481
            8              120,319         62,907     73,797    1,073,797     86,416     97,306    1,097,306
            9              138,935         72,456     81,986    1,081,986    102,100    111,630    1,111,630
           10              158,481         81,755     89,925    1,089,925    118,306    126,476    1,126,476
           11              179,006         91,919     98,729    1,098,729    136,206    143,016    1,143,016
           12              200,556        101,726    107,166    1,107,166    154,627    160,067    1,160,067
           13              223,184        111,132    115,212    1,115,212    173,544    177,624    1,177,624
           14              246,943        120,052    122,772    1,122,772    192,887    195,607    1,195,607
           15              271,890        128,493    129,853    1,129,853    212,676    214,036    1,214,036
           16              298,084        136,392    136,392    1,136,392    232,860    232,860    1,232,860
           17              325,589        142,298    142,298    1,142,298    251,997    251,997    1,251,997
           18              354,468        147,500    147,500    1,147,500    271,377    271,377    1,271,377
           19              384,791        151,879    151,879    1,151,879    290,881    290,881    1,290,881
           20              416,631        155,318    155,318    1,155,318    310,380    310,380    1,310,380
           21              450,063        157,661    157,661    1,157,661    329,702    329,702    1,329,702
           22              485,166        158,735    158,735    1,158,735    348,643    348,643    1,348,643
           23              522,024        158,339    158,339    1,158,339    366,962    366,962    1,366,962
           24              560,725        156,246    156,246    1,156,246    384,375    384,375    1,384,375
           25              601,361        152,192    152,192    1,152,192    400,543    400,543    1,400,543
           26              644,030        145,927    145,927    1,145,927    415,123    415,123    1,415,123
           27              688,831        137,163    137,163    1,137,163    427,714    427,714    1,427,714
           28              735,873        125,617    125,617    1,125,617    437,897    437,897    1,437,897
           29              785,266        111,011    111,011    1,111,011    445,234    445,234    1,445,234
           30              837,129         93,019     93,019    1,093,019    449,215    449,215    1,449,215

<CAPTION>
                               HYPOTHETICAL 12%
                            GROSS INVESTMENT RETURN
                                  NET 10.64%
                       ---------------------------------
                         CASH
       POLICY          SURRENDER    ACCOUNT      DEATH
        YEAR             VALUE       VALUE      BENEFIT
- ---------------------  ---------   ---------   ---------
<S>                    <C>         <C>         <C>
            1             --          10,797   1,010,797
            2             --          23,215   1,023,215
            3            15,111       36,891   1,036,891
            4            32,867       51,917   1,051,917
            5            52,065       68,395   1,068,395
            6            72,942       86,552   1,086,552
            7            94,243      106,493   1,106,493
            8           117,508      128,398   1,128,398
            9           142,956      152,486   1,152,486
           10           170,819      178,989   1,178,989
           11           202,539      209,349   1,209,349
           12           237,236      242,676   1,242,676
           13           275,174      279,254   1,279,254
           14           316,604      319,324   1,319,324
           15           361,897      363,257   1,363,257
           16           411,391      411,391   1,411,391
           17           464,068      464,068   1,464,068
           18           521,687      521,687   1,521,687
           19           584,637      584,637   1,584,637
           20           653,349      653,349   1,653,349
           21           728,257      728,257   1,728,257
           22           809,823      809,823   1,809,823
           23           898,522      898,522   1,898,522
           24           994,852      994,852   1,994,852
           25          1,099,321   1,099,321   2,099,321
           26          1,212,502   1,212,502   2,212,502
           27          1,334,988   1,334,988   2,334,988
           28          1,467,435   1,467,435   2,467,435
           29          1,610,569   1,610,569   2,610,569
           30          1,765,141   1,765,141   2,765,141
</TABLE>

(1) Assumes a $12,000.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequently or
    in different amounts.

(2) Assumes that no policy loans have been made. Excessive loans or partial
    surrenders may cause this Policy to lapse due to insufficient policy value.

    THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND
SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY
OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THE CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY LOANS OR PARTIAL
SURRENDERS WERE MADE. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL
INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

C-5                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                    TABLE 4
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
MALE, PREFERRED, AGE 55, NON TOBACCO; AND FEMALE, STANDARD, AGE 55, NON TOBACCO
                        $1,000,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM $12,000.00
                             DEATH BENEFIT OPTION B
                           GUARANTEED POLICY CHARGES
<TABLE>
<CAPTION>
                                                 HYPOTHETICAL 0%                    HYPOTHETICAL 6%
                                             GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                                                    NET -1.66%                         NET 4.34%
                           PREMIUMS      --------------------------------   --------------------------------
                          PAID PLUS        CASH                               CASH
       POLICY           INTEREST AT 5%   SURRENDER   ACCOUNT      DEATH     SURRENDER   ACCOUNT      DEATH
        YEAR               PER YEAR        VALUE      VALUE      BENEFIT      VALUE      VALUE      BENEFIT
- ---------------------   --------------   ---------   --------   ---------   ---------   --------   ---------
<S>                     <C>              <C>         <C>        <C>         <C>         <C>        <C>
            1               12,600          --         9,534    1,009,534      --        10,149    1,010,149
            2               25,830          --        18,973    1,018,973      --        20,812    1,020,812
            3               39,722          6,338     28,118    1,028,118     10,014     31,794    1,031,794
            4               54,308         17,902     36,952    1,036,952     24,039     43,089    1,043,089
            5               69,623         29,113     45,443    1,045,443     38,340     54,670    1,054,670
            6               85,704         39,945     53,555    1,053,555     52,899     66,509    1,066,509
            7              102,589         48,986     61,236    1,061,236     66,306     78,556    1,078,556
            8              120,319         57,543     68,433    1,068,433     79,869     90,759    1,090,759
            9              138,935         65,527     75,057    1,075,057     93,491    103,021    1,103,021
           10              158,481         72,837     81,007    1,081,007    107,064    115,234    1,115,234
           11              179,006         80,546     87,356    1,087,356    121,680    128,490    1,128,490
           12              200,556         87,340     92,780    1,092,780    136,036    141,476    1,141,476
           13              223,184         93,074     97,154    1,097,154    149,955    154,035    1,154,035
           14              246,943         97,639    100,359    1,100,359    163,286    166,006    1,166,006
           15              271,890        100,866    102,226    1,102,226    175,811    177,171    1,177,171
           16              298,084        102,531    102,531    1,102,531    187,239    187,239    1,187,239
           17              325,589        100,903    100,903    1,100,903    195,755    195,755    1,195,755
           18              354,468         97,128     97,128    1,097,128    202,395    202,395    1,202,395
           19              384,791         90,648     90,648    1,090,648    206,467    206,467    1,206,467
           20              416,631         80,925     80,925    1,080,925    207,257    207,257    1,207,257
           21              450,063         67,419     67,419    1,067,419    204,011    204,011    1,204,011
           22              485,166         49,610     49,610    1,049,610    195,950    195,950    1,195,950
           23              522,024         26,975     26,975    1,026,975    182,253    182,253    1,182,253
           24              560,725             (*)        (*)          (*)   162,073    162,073    1,162,073
           25              601,361             (*)        (*)          (*)   134,433    134,433    1,134,433
           26              644,030             (*)        (*)          (*)    98,099     98,099    1,098,099
           27              688,831             (*)        (*)          (*)    51,578     51,578    1,051,578
           28              735,873             (*)        (*)          (*)        (*)        (*)          (*)
           29              785,266             (*)        (*)          (*)        (*)        (*)          (*)
           30              837,129             (*)        (*)          (*)        (*)        (*)          (*)

<CAPTION>
                               HYPOTHETICAL 12%
                            GROSS INVESTMENT RETURN
                                  NET 10.34%
                       ---------------------------------
                         CASH
       POLICY          SURRENDER    ACCOUNT      DEATH
        YEAR             VALUE       VALUE      BENEFIT
- ---------------------  ---------   ---------   ---------
<S>                    <C>         <C>         <C>
            1             --          10,766   1,010,766
            2             --          22,725   1,022,725
            3            13,994       35,774   1,035,774
            4            30,953       50,003   1,050,003
            5            49,164       65,494   1,065,494
            6            68,723       82,333   1,082,333
            7            88,349      100,599   1,100,599
            8           109,484      120,374   1,120,374
            9           132,179      141,709   1,141,709
           10           156,482      164,652   1,164,652
           11           183,686      190,496   1,190,496
           12           212,700      218,140   1,218,140
           13           243,542      247,622   1,247,622
           14           276,265      278,985   1,278,985
           15           310,865      312,225   1,312,225
           16           347,272      347,272   1,347,272
           17           383,893      383,893   1,383,893
           18           421,988      421,988   1,421,988
           19           461,080      461,080   1,461,080
           20           500,652      500,652   1,500,652
           21           540,123      540,123   1,540,123
           22           578,864      578,864   1,578,864
           23           616,169      616,169   1,616,169
           24           651,271      651,271   1,651,271
           25           683,228      683,228   1,683,228
           26           710,781      710,781   1,710,781
           27           732,328      732,328   1,732,328
           28           745,884      745,884   1,745,884
           29           749,066      749,066   1,749,066
           30           739,402      739,402   1,739,402
</TABLE>

(1) Assumes a $12,000.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequently or
    in different amounts.

(2) Assumes that no policy loans have been made. Excessive loans or partial
    surrenders may cause this Policy to lapse due to insufficient policy value.

(*) Policy terminates unless additional premiums are paid.

    THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND
SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY
OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THE CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY LOANS OR PARTIAL
SURRENDERS WERE MADE. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL
INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

C-6                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
    You can review and copy the complete registration statement which contains
additional information about us, the Policy and the Variable Account at the
SEC's Public Reference Room in Washington, D.C. To find out more about this
public service, call the Securities and Exchange Commission at 1-800-SEC-0330.
Reports and other information about the Policy and its mutual fund investment
options are also available on the SEC's website (www.sec.gov), or you can
receive copies of this information, for a fee, by writing the Public Reference
Section, Securities and Exchange Commission, Washington, D.C. 20549-6009.

                    Investment Company Act File No. 811-9137

                         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<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.

                   REPRESENTATION OF REASONABLENESS OF FEES

                        UNDERTAKING ON INDEMNIFICATION

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
depositor pursuant to its certificate of incorporation, bylaws, or otherwise,
the depositor 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 depositor of expenses incurred or paid by a director, officer or
controlling person of the depositor 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 depositor
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.

                       CONTENTS OF REGISTRATION STATEMENT

     This Registration Statement comprises the following papers and documents:

     The facing sheet.

     The prospectuses consisting of 65 pages.

     The undertaking to file reports.

     Representation of reasonableness of fees.*

     The Rule 484 undertaking.

     The signatures.

     Written consents of the following persons:

         Roy P. Creedon, Esq. (Exhibit 2)*
         Georges C. Rouhart, FSA, MAAA (Exhibit 6)
         Accountants (Exhibit 7)*

<PAGE>

     The following exhibits:

1.                  Copies of all exhibits required by paragraph A of
                    instructions for Exhibits to Form N-8B-2:

      (1)(a)        Resolutions of the Board of Directors of Sun Life Assurance
                    Company of Canada (U.S.), dated October 29, 1998,
                    authorizing the establishment of one or more separate
                    accounts**

      (1)(b)        Record of Action, dated December 1, 1998, authorizing the
                    establishment of Sun Life of Canada (U.S.) Variable Account
                    I**

      (1)(c)        Record of Action, dated March 30, 1999, relating to the
                    establishment of Sun Life of Canada (U.S.) Variable Account
                    I***

      (2)           Not applicable

      (3)(a)        Form of Marketing Coordination Agreement*

      (3)(b)        Specimen Sales Operations and General Agent Agreement*

      (3)(c)        Schedule of Sales Commissions*

      (4)           Not applicable

      (5)(a)        Form of Last Survivor Flexible Premium Combination Fixed and
                    Variable Universal Life Insurance Policy

      (5)(b)        Form of Estate Preservation Rider

      (5)(c)        Form of Maturity Extension With Full Death Benefit Rider

      (6)(a)        Certificate of Incorporation of Sun Life of Canada
                    (U.S.)****

      (6)(b)        Bylaws of Sun Life of Canada (U.S.)****

      (7)           Not applicable

      (8)(a)(i)     Form of Participation Agreement by and among AIM Variable
                    Insurance Funds, Inc., AIM Distributors, Inc., Sun
                    Life Assurance Company of Canada (U.S.), and Clarendon
                    Insurance Agency, Inc.***

      (8)(a)(ii)    Amendment No. 1 to Participation Agreement by and among AIM
                    Variable Insurance Funds, Inc., AIM Distributors,
                    Inc., Sun Life Assurance Company of Canada (U.S.), and
                    Clarendon Insurance Agency, Inc.***

      (8)(a)(iii)   Amendment No. 2 to Participation Agreement by and among AIM
                    Variable Insurance Funds, Inc., AIM Distributors, Inc., Sun
                    Life Assurance Company of Canada (U.S.), and Clarendon
                    Insurance Agency, Inc.***

      (8)(b)        Form of Participation Agreement by and among The Alger
                    American Fund, Sun Life Assurance Company of Canada (U.S.),
                    and Fred Alger and Company, Incorporated***

      (8)(c)        Form of Participation Agreement by and among Goldman Sachs
                    Variable Insurance Trust, Goldman, Sachs & Co., and Sun Life
                    Assurance Company of Canada (U.S.)***

      (8)(d)        Form of Participation Agreement by and among MFS/Sun Life
                    Series Trust, Sun Life Assurance Company of Canada (U.S.),
                    and Massachusetts Financial Services Company***

      (8)(e)        Form of Participation Agreement by and among Sun Life
                    Assurance Company of Canada (U.S.), OCC Accumulation Trust,
                    and OCC Distributors***


                                     II-2
<PAGE>

      (8)(f)        Form of Participation Agreement by and among Sun Life
                    Assurance Company of Canada (U.S.), Sun Capital Advisers
                    Trust, and Sun Capital Advisers, Inc.***

      (9)           Not applicable

     (10)           Form of Application for Last Survivor Flexible Premium
                    Combination Fixed and Variable Universal Life Insurance
                    Policy

     (11)           Memorandum describing Sun Life of Canada (U.S.)'s Issuance,
                    Transfer and Redemption Procedures

2.                  Opinion and Consent of Counsel as to the Legality of the
                    Securities Being Registered*

3.                  None

4.                  Not applicable

5.                  Not applicable

6.                  Opinion and Consent of Georges C. Rouhart, FSA, MAAA

7.                  Consent of Accountants, Independent Public Accountants*

8.                  Powers of Attorney

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

*    To be filed by amendment.

**   Incorporated herein by reference to the Registration Statement of Sun Life
     of Canada (U.S.) Variable Account I on Form S-6, File No. 333-68601, filed
     with the Securities and Exchange Commission on December 9, 1998

***  Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
     Registration Statement of Sun Life of Canada (U.S.) Variable Account I on
     Form S-6, File No. 333-68601, filed with the Securities and Exchange
     Commission on April 27, 1999

**** Incorporated by reference to the Registration Statement of Sun Life of
     Canada (U.S.) Variable Account F on Form N-4, File No. 333-37907, filed
     with the Securities and Exchange Commission on October 14, 1997


                                     II-3
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, and attested, all in the town of
Wellesley, and the Commonwealth of Massachusetts, on the 7th day of January,
2000.

                                       SUN LIFE OF CANADA (U.S.)
                                       VARIABLE ACCOUNT I
                                       (Registrant)

                                       By:  SUN LIFE ASSURANCE COMPANY
                                            OF CANADA (U.S.)
                                            (Depositor)

                                       By:  /s/ C. James Prieur
                                            -------------------

                                       C. James Prieur, President

Attest:  /s/ Ellen B. King
         -----------------
         Ellen B. King, Secretary

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

<TABLE>
<S>                                      <C>
/s/ C. James Prieur                      President and Director
- -------------------                      (Principal Executive Officer)
C. James Prieur

/s/ Davey Scoon                          Vice President, Finance, and Treasurer
- ---------------                          (Principal Financial & Accounting Officer)
Davey Scoon

*/s/ Donald A. Stewart                   Chairman and Director
- ----------------------
Donald A. Stewart

                                         Director
- ----------------------
Richard B. Bailey

*/s/ M. Colyer Crum                      Director
- -------------------
M. Colyer Crum

*/s/ Gregory W. Gee                      Director
- -------------------
Gregory W. Gee

- -------------------
David D. Horn                            Director

/s/ James A. McNulty, III                Senior Vice President and General Manager
- -------------------------                and Director
James A. McNulty, III
</TABLE>

<PAGE>

<TABLE>
<S>                                      <C>
*/s/ Angus A. MacNaughton                Director
- -------------------------
Angus A. MacNaughton

*/s/ S. Caesar Raboy                     Director
- --------------------
S. Caesar Raboy


By:   /s/ Ellen B. King                                                   January 7, 2000
      -----------------
      Ellen B. King, Attorney-In-Fact

*  By Ellen B. King pursuant to Powers of Attorney filed with this registration
   statement.
</TABLE>

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S>             <C>
1.A(1)(a)       Resolution of the Board of Directors of Sun Life Assurance
                Company of Canada (U.S.), dated October 29, 1998, authorizing
                the establishment of one or more separate accounts*

1.A(1)(b)       Record of Action, dated December 1, 1998, authorizing the
                establishment of Sun Life of Canada (U.S.) Variable Account I*

1.A(1)(c)       Record of Action, dated March 30, 1999, relating to the
                establishment of Sun Life of Canada (U.S.) Variable Account I*

1.A(3)(a)       Form of Marketing Coordination Agreement**

1.A(3)(b)       Specimen Sales Operations and General Agent Agreement**

1.A(3)(c)       Schedule of Sales Commissions**

1.A(5)(a)       Form of Last Survivor Flexible Premium Combination Fixed and
                Variable Universal Life Insurance Policy

1.A(5)(b)       Form of Estate Preservation Rider

1.A(5)(c)       Form of Maturity Extension With Full Death Benefit Rider

1.A(6)(a)       Certificate of Incorporation of Sun Life Assurance Company of
                Canada (U.S.)*

1.A(6)(b)       Bylaws of Sun Life Assurance Company of Canada (U.S.)*

1.A(8)(a)(i)    Form of Participation Agreement by and among AIM Variable
                Insurance Funds, Inc., AIM Distributors, Inc., Sun Life
                Assurance Company of Canada (U.S.), and Clarendon Insurance
                Agency, Inc.*

1.A(8)(a)(ii)   Amendment No. 1 to Participation Agreement by and among AIM
                Variable Insurance Funds, Inc., AIM Distributors, Inc., Sun
                Life Assurance Company of Canada (U.S.), and Clarendon
                Insurance Agency, Inc.*

1.A(8)(a)(iii)  Amendment No. 2 to Participation Agreement by and among AIM
                Variable Insurance Funds, Inc., AIM Distributors, Inc., Sun
                Life Assurance Company of Canada (U.S.), and Clarendon
                Insurance Agency, Inc.*

1.A(8)(b)       Form of Participation Agreement by and among The Alger American
                Fund, Sun Life Assurance Company of Canada (U.S.), and Fred
                Alger and Company, Incorporated*

1.A(8)(c)       Form of Participation Agreement by and among Goldman Sachs
                Variable Insurance Trust, Goldman, Sachs & Co., and Sun Life
                Assurance Company of Canada (U.S.)*

1.A(8)(d)       Form of Participation Agreement by and among MFS/Sun Life Series
                Trust, Sun Life Assurance Company of Canada (U.S.), and
                Massachusetts Financial Services Company*

1.A(8)(e)       Form of Participation Agreement by and among Sun Life Assurance
                Company of Canada (U.S.), OCC Accumulation Trust, and OCC
                Distributors*

1.A(8)(f)       Form of Participation Agreement by and among Sun Life Assurance
                Company of Canada (U.S.), Sun Capital Advisers Trust, and Sun
                Capital Advisers, Inc.*
</TABLE>

<PAGE>

<TABLE>
<S>             <C>
1.A(10)         Form of Application for Last Survivor Flexible Premium
                Combination Fixed and Variable Universal Life Insurance Policy

1.A(11)         Memorandum describing Sun Life Assurance Company of Canada
                (U.S.)'s Issuance, Transfer and Redemption Procedures

2.              Opinion and Consent of Counsel as to the Legality of the
                Securities Being Registered**

6.              Opinion and Consent of Georges Rouhart, FSA, MAAA

7.              Consent of Accountants, Independent Public Accountants**

8.              Powers of Attorney
</TABLE>

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

*   Incorporated herein by reference.

**  To be filed by amendment


<PAGE>

                                            EXECUTIVE OFFICE:
                                            One Sun Life Executive Park
                                            Wellesley Hills, Massachusetts 02481
                                            800-700-6554
 [LOGO] SUN LIFE ASSURANCE
        COMPANY OF CANADA (U.S.)            HOME OFFICE:
                                            Wilmington, Delaware

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

LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

INSUREDS -
           --------------------------------
         -
           --------------------------------

POLICY NUMBER -
                -------------------

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

This Policy is a legal contract in which We, Sun Life Assurance Company of
Canada (U.S.), promise to provide the kind of insurance described below. Upon
death of the last Insured to die prior to Maturity, We agree to pay the
Beneficiary such amounts as then become due and payable. Until that time, We
agree to provide You, as Owner, the other rights and benefits of the Policy.
These rights and benefits are subject to the provisions on the pages which
follow.

Signed at Wellesley Hills, Massachusetts, on the Issue Date.
                ---------------------
                ---------------------
                ---------------------
                ---------------------
                ---------------------
                                                      /s/ Ellen B. King

                C. James Prieur, President            Ellen B. King, Secretary

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

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE VARIABLE
ACCOUNT, AS DESCRIBED IN SECTION 8.

THE ACCOUNT VALUE IN EACH SUB-ACCOUNT OF THE VARIABLE ACCOUNT MAY INCREASE OR
DECREASE IN ACCORDANCE WITH THE INVESTMENT EXPERIENCE OF THAT SUB-ACCOUNT OF THE
VARIABLE ACCOUNT. THERE IS NO MINIMUM GUARANTEED ACCOUNT VALUE FOR AMOUNTS IN
THE SUB-ACCOUNTS OF THE VARIABLE ACCOUNT.

UPON RECEIPT OF DUE PROOF THE POLICY PROCEEDS ARE PAYABLE AT THE DEATH OF THE
LAST INSURED TO DIE PRIOR TO MATURITY AND WHILE THE POLICY IS IN FORCE. THE
CASH SURRENDER VALUE, IF ANY, IS PAYABLE ON MATURITY.

THE POLICY DOES NOT PARTICIPATE IN DIVIDENDS.

FLEXIBLE PREMIUMS ARE PAYABLE WHILE EITHER INSURED IS ALIVE PRIOR TO MATURITY.

RIGHT TO RETURN POLICY.

PLEASE READ YOUR POLICY CAREFULLY. IF YOU ARE NOT SATISFIED WITH IT, YOU MAY
RETURN IT BY DELIVERING OR MAILING IT TO US AT ONE SUN LIFE EXECUTIVE PARK,
WELLESLEY HILLS, MASSACHUSETTS 02481, OR TO THE SALES REPRESENTATIVE THROUGH
WHOM YOU PURCHASED THE POLICY, WITHIN 10 DAYS FROM THE DATE OF RECEIPT (THE
"RIGHT TO RETURN POLICY PERIOD"). THE POLICY WILL THEN BE DEEMED VOID, AS THOUGH
IT HAD NEVER BEEN APPLIED FOR. YOU WILL RECEIVE A REFUND EQUAL TO THE SUM OF (1)
THE DIFFERENCE BETWEEN ANY PREMIUM PAYMENTS MADE, INCLUDING FEES AND CHARGES,
AND THE AMOUNTS ALLOCATED TO THE VARIABLE ACCOUNT, (2) THE VALUE OF THE AMOUNTS
ALLOCATED TO THE VARIABLE ACCOUNT ON THE DATE THE CANCELLATION REQUEST IS
RECEIVED BY THE COMPANY OR THE SALES REPRESENTATIVE THROUGH WHOM YOU PURCHASED
THE POLICY, AND (3) ANY FEES OR CHARGES IMPOSED ON AMOUNTS ALLOCATED TO THE
VARIABLE ACCOUNT.


SVUL-2000                                               Page 1-AV10

<PAGE>

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

                                TABLE OF CONTENTS

1.   POLICY SPECIFICATIONS                                             Page 3

2.   TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE
     RATES PER $1,000 OF NET AMOUNT AT RISK                            Page 4

3.   DEFINITIONS                                                       Page 5

4.   GENERAL PROVISIONS                                                Page 8

5.   RIGHTS OF OWNERS AND BENEFICIARIES                                Page 10

6.   THE VARIABLE ACCOUNT                                              Page 11

7.   PREMIUMS                                                          Page 13

8.   DEATH BENEFIT                                                     Page 14

9.   ACCOUNT VALUE                                                     Page 15

10.  POLICY BENEFITS                                                   Page 20

RIDERS AND ENDORSEMENTS

APPLICATION


SVUL-2000                                               Page 2

<PAGE>

<TABLE>
<CAPTION>
<S><C>
     -----------------------------------------------------------------------------------------------------

                            1. POLICY SPECIFICATIONS

     Insureds                                             John Doe
                                                          Jane Doe

     Policy Number                                        VL0000001
     Office                                               ABC Insurance Agency

     Issue Age, Sex, Class                                John Doe
                                                          35, Male, Non Tobacco Preferred
                                                          Jane Doe
                                                          35, Female, Non Tobacco Preferred

     Underwriting classification for
     additional charges                                   John Doe
                                                          150% multiple plus 1.00 per 1,000
                                                          Jane Doe
                                                          None

     Specified Face Amount                                $250,000
     Minimum Specified Face Amount                        $250,000

     Initial Premium                                      $ xxx
     Minimum Monthly Premium                              $ xxx
     Planned Periodic Premium                             $ xxx
     Billing Period                                       Annual

     Issue Date                                           January 1, 2000
     Policy Date                                          January 1, 2000
     Maturity                                             January 1, 2065
     Protected Period                                     60 months

     Currency                                             United States Dollars

     Owner                                                Jean D'Eau
     Beneficiary                                          As stated in the Application unless subsequently
                                                          changed

     Death Benefit Option                                 Option A: Specified Face Amount

     Variable Account
          Name                                                   Sun Life of Canada (U.S.) Variable Account I
          Securities & Exchange Commission Registration          Unit Investment Trust

     Allocation of Premiums during Right to Return Period        Fixed Account Value
</TABLE>


NOTE: THE PLANNED PERIODIC PREMIUM SHOWN ABOVE MAY BE INSUFFICIENT TO CONTINUE
COVERAGE TO MATURITY. THE PERIOD FOR WHICH THE POLICY WILL REMAIN IN FORCE
DEPENDS ON THE AMOUNT AND TIMING OF PREMIUMS PAID, DEDUCTIONS FOR BENEFITS AND
RIDERS, CHANGES IN THE SPECIFIED FACE AMOUNT AND DEATH BENEFIT OPTION,
SUB-ACCOUNT PERFORMANCE, POLICY LOANS, PARTIAL SURRENDERS AND FEES.


SVUL-2000                                               Page 3
<PAGE>

<TABLE>
<CAPTION>
<S><C>
- -----------------------------------------------------------------------------------------------------

                            1. POLICY SPECIFICATIONS

Expense Charge Applied to Premium
     In Policy Year 1
         - percentage applied to the first $xx.xx each Premium         10.00%
         - percentage applied to the amount of each Premium in
           excess of $xx.xx                                            7.25%
     After Policy Year 1, percentage applied to each Premium           7.25%
Monthly Face Amount Charge
     Policy Years 1-10                                                 $xxx

Mortality and Expense Risk Percentage                                  .80% (annual)
Daily Risk Charge                                                      .0021831% (daily)

Policy Loan Interest Rate (payable in arrears)                         4.00% annually during Policy
                                                                       Years 1-10

                                                                       3.00% annually in Policy Years
                                                                       11 and after

Interest Credited on Fixed Account                                     3.00% annually

- -----------------------------------------------------------------------------------------------------
Supplemental Benefits and Changes







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



SVUL-2000                                               Page 3a
<PAGE>

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

                            1. POLICY SPECIFICATIONS

     Insureds                                               John Doe, Jane Doe

       SURRENDER CHARGE ON THE SPECIFIED FACE AMOUNT ON THE POLICY DATE

<TABLE>
<CAPTION>
          ----------------------------------------------------------
                  POLICY YEAR                SURRENDER CHARGE
          ----------------------------------------------------------
          <S>                                <C>
                       1                           xxxx
                       2                           Xxxx
                       3                           Xxxx
                       4                           Xxxx
                       5                           Xxxx
                       6                           Xxxx
                       7                           Xxxx
                       8                           Xxxx
                       9                           Xxxx
                      10                           Xxxx
                      11                           Xxxx
                      12                           Xxxx
                      13                           Xxxx
                      14                           Xxxx
                      15                           Xxxx
                 16 and after                       0
          ----------------------------------------------------------
</TABLE>

Surrender Charges apply upon the surrender of the Policy for its Cash Surrender
Value. Partial Surrender Charges are deducted from the Account Value upon
requested decreases in the Specified Face Amount. See Section 10.


SVUL-2000                                               Page 3b
<PAGE>

<TABLE>
<CAPTION>
<S><C>
- ----------------------------------------------------------------------------------------------------------------

                            1. POLICY SPECIFICATIONS

                       NET PREMIUM ALLOCATION PERCENTAGES

AIM VARIABLE INSURANCE FUNDS, INC.                            MFS/SUN LIFE SERIES TRUST
___% AIM V.I. Capital Appreciation Fund                       ___% MFS/Sun Life Capital Appreciation Series
___% AIM V.I. Growth Fund                                     ___% MFS/Sun Life Emerging Growth Series
___% AIM V.I. Growth and Income Fund                          ___% MFS/Sun Life Government Securities Series
___% AIM V.I. International Equity Fund                       ___% MFS/Sun Life High Yield Series
                                                              ___% MFS/Sun Life Massachusetts Investors
THE ALGER AMERICAN FUND                                               Growth Series Stocks
___% Alger American Growth Portfolio                          ___% MFS/Sun Life Massachusetts Investors
___% Alger American Income and Growth Portfolio                        Trust Series
___% Alger American Small Capitalization Portfolio            ___% MFS/Sun Life New Discovery Series
                                                              ___% MFS/Sun Life Total Return Series
GOLDMAN SACHS VARIABLE INSURANCE TRUST                        ___% MFS/Sun Life Utilities Series
___% Goldman Sachs V.I.T. CORE Large Cap
         Growth Fund                                          OCC ACCUMULATION TRUST
___% Goldman Sachs V.I.T. CORE Small Cap                      ___% OCC Accumulation Trust Equity Portfolio
         Equity Fund                                          ___% OCC Accumulation Trust Managed Portfolio
___% Goldman Sachs V.I.T. CORE U.S. Equity                    ___% OCC Accumulation Trust Mid Cap Portfolio
         Fund                                                 ___% OCC Accumulation Trust Small Cap
___% Goldman Sachs V.I.T. Growth and Income                            Portfolio
         Fund
___% Goldman Sachs International Equity Fund                  SUN CAPITAL ADVISERS, INC (WELLINGTON
                                                              MANAGEMENT SUBADVISED FUNDS)
SUN CAPITAL ADVISERS, INC.                                    ___% Sun Capital Blue Chip Mid Cap Fund
___% Sun Capital Money Market Fund                            ___% Sun Capital Investors Foundation Fund
___% SunCapital Investment Grade Bond Fund                    ___% Sun Capital Select Equity Fund
___% Sun Capital Real Estate Fund
                                                              SUN LIFE OF CANADA (U.S.) FIXED ACCOUNT
                                                              GUARANTEE OPTION
                                                              ___% Fixed Account
</TABLE>


SVUL-2000                                               Page 3c
<PAGE>

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

                            1. POLICY SPECIFICATIONS

                       TABLE OF DEATH BENEFIT PERCENTAGES

   --------------------------------------------------------------------------
<TABLE>
<CAPTION>
          APPLICABLE                            APPLICABLE
       AGE    PERCENTAGE                     AGE    PERCENTAGE
       <S>    <C>                            <C>    <C>
        20        250%                        60        130%
        21        250%                        61        128%
        22        250%                        62        126%
        23        250%                        63        124%
        24        250%                        64        122%
        25        250%                        65        120%
        26        250%                        66        119%
        27        250%                        67        118%
        28        250%                        68        117%
        29        250%                        69        116%
        30        250%                        70        115%
        31        250%                        71        113%
        32        250%                        72        111%
        33        250%                        73        109%
        34        250%                        74        107%
        35        250%                        75        105%
        36        250%                        76        105%
        37        250%                        77        105%
        38        250%                        78        105%
        39        250%                        79        105%
        40        250%                        80        105%
        41        243%                        81        105%
        42        236%                        82        105%
        43        229%                        83        105%
        44        222%                        84        105%
        45        215%                        85        105%
        46        209%                        86        105%
        47        203%                        87        105%
        48        197%                        88        105%
        49        191%                        89        105%
        50        185%                        90        105%
        51        178%                        91        104%
        52        171%                        92        103%
        53        164%                        93        102%
        54        157%                        94        101%
        55        150%                        95        100%
        56        146%                        96        100%
        57        142%                        97        100%
        58        138%                        98        100%
        59        134%                        99        100%
</TABLE>

   --------------------------------------------------------------------------
     DEATH BENEFIT PERCENTAGES ARE BASED ON THE AGE OF THE YOUNGER INSURED.


SVUL-2000                                               Page 3d
<PAGE>

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

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

<TABLE>
<CAPTION>
     Policy           Monthly             Policy           Monthly
     Year             Rate                Year             Rate
     <S>              <C>                 <C>              <C>
     1                $   0.000000        34               $   0.000000
     2                                    35
     3                                    36
     4                                    37
     5                                    38
     6                                    39
     7                                    40
     8                                    41
     9                                    42
     10                                   43
     11                                   44
     12                                   45
     13                                   46
     14                                   47
     15                                   48
     16                                   49
     17                                   50
     18                                   51
     19                                   52
     20                                   53
     21                                   54
     22                                   55
     23                                   56
     24                                   57
     25                                   58
     26                                   59
     27                                   60
     28                                   61
     29                                   62
     30                                   63
     31                                   64
     32                                   65
     33
</TABLE>

This Table of Guaranteed Maximum Monthly Cost of Insurance Rates reflects
additional charges due to any underwriting classification shown in Section 1 of
the Policy.


SVUL-2000                                               Page 4
<PAGE>

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

                                 3. DEFINITIONS

ACCOUNT VALUE: The sum of the amounts in each Sub-Account of the Variable
Account with respect to the Policy plus the amount of the Fixed Account Value.

ANNIVERSARY: The same day in each succeeding year as the day of the year
corresponding to the Policy Date shown in Section 1.

APPLICATION: Your application for the Policy, a copy of which is attached hereto
and incorporated herein.

ATTAINED AGE: An Insured's Issue Age plus the number of completed Policy Years.

BENEFICIARY: The person or entity entitled to receive the Policy Proceeds as
they become due at death.

BUSINESS DAY: Any day that We are open for business.

CASH VALUE: The Account Value less any Surrender Charges.

CASH SURRENDER VALUE: The Cash Value decreased by the balance of any outstanding
Policy Debt.

CLASS: The risk and underwriting classification of an Insured, as specified in
Section 1.

COMPANY: Sun Life Assurance Company of Canada (U.S.).

DAILY RISK CHARGE: The daily rate for deduction of the Mortality and Expense
Risk Charge as specified in Section 1.

DUE PROOF: Such evidence as We may reasonably require in order to establish that
Policy Proceeds or any other benefits are due and payable. Due Proof is required
of the death of each Insured.

EFFECTIVE DATE OF COVERAGE: Initially, the Investment Start Date; with respect
to any increase in the Specified Face Amount, the Anniversary that falls on or
next follows the date We approve the supplemental application for such increase;
with respect to any decrease in the Specified Face Amount, the Monthly
Anniversary Day that falls on or next follows the date We receive Your request.

EXPENSE CHARGE APPLIED TO PREMIUM: The expense charge applied to Premium
specified in Section 1.

FIXED ACCOUNT VALUE: The portion of the Account Value funded by the assets of
the General Account.

FUND: A mutual fund portfolio in which a Sub-Account invests.

GENERAL ACCOUNT: The assets held by Us, other than those allocated to the
Sub-Accounts of the Variable Account or any other separate account of the
Company.

INITIAL PREMIUM: The Premium amount specified as such in Section 1.

INSUREDS: The persons whose lives are insured under this Policy.

INVESTMENT START DATE: The date the first Premium is applied, which will be the
later of the Issue Date, the Policy Date or the Valuation Date We receive a
Premium equal to or in excess of the Initial Premium.

ISSUE AGE: For each Insured, the age as of the Insured's birthday nearest the
Policy Date shown in Section 1.

ISSUE DATE: The date We produce the Policy from Our systems and specified as
such in Section 1.


SVUL-2000                                               Page 5
<PAGE>

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

MATURITY: The Anniversary on which the younger Insured's Attained Age is 100. If
either Insured is living and the Policy is in force on this date, the Cash
Surrender Value is payable to You. This date may be extended at Your request and
in accordance with the Maturity Date Extension provision in Section 4. It is
possible that insurance coverage may not continue to Maturity as described in
the Insufficient Value Provision of Section 9, even if Planned Periodic Premiums
are paid in a timely manner.

MINIMUM MONTHLY PREMIUM: The Premium amount specified as such in Section 1.

MONTHLY ANNIVERSARY DAY: The same day in each succeeding month as the day of the
month corresponding to the Policy Date shown in Section 1.

MONTHLY COST OF INSURANCE: An amount deducted from the Account Value on a
monthly basis for the insurance coverage provided by the Policy, as specified in
Section 9.

MONTHLY FACE AMOUNT CHARGE: An amount deducted from the Account Value on a
monthly basis for administrative and other expenses shown in Section 1.

MORTALITY AND EXPENSE RISK CHARGE: An amount deducted from the Account Value in
the Sub-Accounts for the Mortality and Expense Risk Charge annual rate specified
in Section 1. This annual rate is converted to a daily rate, the Daily Risk
Charge, and deducted from the the Unit Values of the Sub-Acounts on a daily
basis.

NET PREMIUM: A Premium less the Expense Charge Applied to Premium.

OUR PRINCIPAL OFFICE: Sun Life Assurance Company of Canada (U.S.), One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481, or such other address as
We may hereafter specify to You by written notice.

OWNER: The person, persons or entity entitled to the ownership rights stated in
the Policy while either Insured is alive.

PARTIAL SURRENDER: A surrender of a portion of the Account Value in exchange for
a payment to the Owner in accordance with the terms of Section 10.

POLICY: This life insurance contract, including the attached copy of the
Application and any copies of supplemental applications for increases in the
face amount.

POLICY DATE: The date specified as such in Section 1.

POLICY DEBT: The principal amount of any outstanding loan against the Policy,
plus accrued but unpaid interest on such loan.

POLICY MONTH: A one-month period commencing on the Policy Date or any Monthly
Anniversary Day and ending on the next Monthly Anniversary Day.

POLICY PROCEEDS: The amount determined in accordance with the terms of the
Policy which is payable at the death of the last Insured to die prior to
Maturity. This amount is the Death Benefit as described in Section 8, decreased
by the amount of any outstanding Policy Debt, and increased by the amounts
payable under any supplemental benefits.

POLICY YEAR: A one-year period commencing on the Policy Date or any Anniversary
and ending on the next Anniversary.

PREMIUM: An amount paid to Us by the Owner or on the Owner's behalf as
consideration for the benefits provided by the Policy.


SVUL-2000                                               Page 6
<PAGE>

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

PROTECTED PERIOD: The period during which the Policy will not terminate without
value as long as it satisfies the minimum premium test described in Section 9.
The Protected Period begins on the Policy Date shown in Section 1.

SPECIFIED FACE AMOUNT: The amount of life insurance coverage You request as
specified in Section 1.

SUB-ACCOUNTS: Sub-accounts into which the assets of the Variable Account are
divided, each of which corresponds to an investment choice available to You.

UNIT: A unit of measurement that We use to calculate the value of each
Sub-Account.

UNIT VALUE: The value of each Unit of assets in a Sub-Account.

UNPAID POLICY CHARGES: The amounts by which the Monthly Face Amount Charges plus
the Monthly Costs of Insurance plus the Policy Debt exceed the Account Value
during the Grace Period.

VALUATION DATE: Any day on which the New York Stock Exchange, We, and the
relevant Fund are open for business. A Valuation Date will also include any day
that may be required by any applicable Securities and Exchange Commission Rules
and Regulations.

VALUATION PERIOD: The period of time from one determination of Unit Values to
the next, subsequent determination of Unit Values. We will determine Unit Values
for each Valuation Date as of the close of the New York Stock Exchange on that
Valuation Date.

VARIABLE ACCOUNT: Sun Life Assurance Company of Canada (U.S.) Variable Account
I, a separate account of the Company consisting of assets set aside by the
Company, the investment performance of which is kept separate from that of the
general assets of the Company (also referred to as "Variable Account I").

WE, OUR AND US: We, Our and Us refer to Sun Life Assurance Company of Canada
(U.S.).

YOU, YOUR AND YOURSELF: You, Your and Yourself refer to the Owner of the Policy.


SVUL-2000                                               Page 7
<PAGE>

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

                             4. GENERAL PROVISIONS


ENTIRE CONTRACT
Your entire contract with Us consists of the Policy, including the attached copy
of the Application and any copies of supplemental applications for increases in
the Specified Face Amount.

ALTERATION
Sales representatives do not have the authority either to alter or to modify the
Policy or to waive any of its provisions. The only persons with this authority
are Our president, actuary, secretary, or one of Our vice presidents.

MODIFICATION
Upon notice to You, We may modify the Policy if such modification (1) is
necessary to make the Policy or the Variable Account comply with any law or
regulation issued by a governmental agency to which the Company or the Variable
Account is subject; or (2) is necessary to assure continued qualification of the
Policy under the Internal Revenue Code or other federal or state laws as a life
insurance policy; or (3) is necessary to reflect a change in the operation of
the Variable Account or the Sub-Accounts: or (4) adds, deletes or otherwise
changes Sub-Account options. We also reserve the right to modify certain
provisions of the Policy as stated in those provisions. We may make appropriate
amendment to the Policy to reflect any such modification.

ASSIGNMENTS
At any time before Maturity of the Policy and while either Insured is alive, You
may assign all or some of Your rights under the Policy. All assignments must
be filed at Our Principal Office and must be in written form satisfactory to Us.
The assignment will then be effective as of the date You signed the form,
subject to any action taken before it was received by Us. We are not responsible
for the validity or legal effect of any assignment.

NONPARTICIPATING
The Policy does not pay dividends.

MISSTATEMENT OF AGE OR SEX
If the age or sex of either Insured is stated
incorrectly, the amounts payable by Us will be adjusted as follows:

- -    Misstatement discovered at death: Upon the death of the last Insured to
     die, the Death Benefit will be recalculated to that which would be
     purchased by the most recently charged Monthly Cost of Insurance
     Rate for the correct age or sex of each Insured.

- -    Misstatement discovered prior to death: Upon the death of the last
     Insured to die, the Account Value will be recalculated from the
     Policy Date using the Monthly Cost of Insurance Rates based on the
     correct age or sex of each Insured.

SUICIDE
If the last surviving
Insured, whether sane or insane, commits suicide within two years after the
Issue Date, We will not pay any part of the Policy Proceeds. We will refund to
You the Premiums paid, less the amount of any Policy Debt and any Partial
Surrenders.

If the last surviving Insured, whether sane or insane, commits suicide within
two years after the effective date of an increase in the Specified Face Amount,
then Our liability as to that increase will be the cost of insurance for that
increase.


SVUL-2000                                               Page 8
<PAGE>

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

INCONTESTABILITY
All statements made in the Application or in a supplemental application are
representations and not warranties. We relied and will rely on these statements
when approving the issuance, increase in Specified Face Amount, increase in
Death Benefit over Premium paid, or change in death benefit option of the
Policy. No statement can be used by Us in defense of a claim unless the
statement was made in the Application or in a supplemental application. In the
absence of fraud, after the Policy has been in force during the lifetime of the
Insureds for a period of two years from its Issue Date, We cannot contest it
except for non-payment of Premiums in accordance with the Insufficient Value
provision of Section 9. However, any increase in the Specified Face Amount which
is effective after the Issue Date will be incontestable only after such increase
has been in force during the lifetime of the Insureds for two years from the
Effective Date of Coverage of such increase. Any increase in death benefit over
Premium paid or increase in death benefit due to a death benefit option change
will be incontestable only after such increase has been in force during the
lifetime of the Insureds for two years from the date of the increase.

REPORT TO OWNER
We will send You a report at least once each Policy Year. The report will show
current Policy values, Premiums paid, and deductions made since the last report.
It will also show the balance of any outstanding Policy loans and accrued
interest on such loans. There is no charge for this report.

ILLUSTRATIONS
At your request, after the first Policy Year, we will provide You with
illustrations of future Account Values and death benefits. The first
illustration in a Policy Year will be provided free of charge. For each
additional illustration provided in a Policy Year, we may charge a fee not to
exceed $25 per illustration.

MATURITY DATE EXTENSION
The Maturity date of this Policy will be extended beyond the Maturity date shown
in Section 1 (the original Maturity date, if You so request in writing prior
thereto and this Policy has a Cash Value on the original Maturity date. The new
Maturity date will be the one You request.

After the original Maturity date (if You have requested a new Maturity date):

1.   We will not accept any more Premium payments for this Policy.

2.   No more deductions for any applicable Monthly Face Amount Charges or for
     the Monthly Cost of Insurance will be made from the Account Value.

3.   The death benefit will be the Account Value on the date of death of the
     last Insured.

4.   The Reinstatement provision will not apply.

Except as provided in this Maturity Date Extension provision, an extension of
the Maturity date does not alter this Policy.


SVUL-2000                                               Page 9
<PAGE>

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

                     5. RIGHTS OF OWNERS AND BENEFICIARIES


RIGHTS OF OWNER
While either Insured is alive, unless You have assigned any of these rights, You
may:

- -    transfer ownership to a new Owner;

- -    name a contingent Owner who will automatically become the Owner of the
     Policy if You die before the last Insured to die;

- -    change or revoke a contingent Owner;

- -    change or revoke a Beneficiary;

- -    exercise all other rights in the Policy;

- -    increase or decrease the Specified Face Amount, subject to the other
     provisions of the Policy;

- -    change the death benefit option, subject to the Changes in the Death
     Benefit Option provision of Section 8 of the Policy.

When You transfer Your rights to a new Owner, You automatically revoke any prior
contingent Owner designation. When You want to change or revoke a prior
Beneficiary designation, You have to specify that action. You do not affect a
prior Beneficiary designation when You
merely transfer ownership, or change or revoke a contingent Owner designation.

PROCEDURE
You do not need the consent of a Beneficiary or a contingent Owner in order to
exercise any of Your rights. However, You must give Us written notice
satisfactory to Us of the requested action. Your request will then, except as
otherwise specified, be effective as of the date You signed the form, subject to
any action taken before We received it.

RIGHTS OF BENEFICIARY
The Beneficiary has no rights in the Policy until the death of the last Insured
to die. If a Beneficiary is alive at that time, the Beneficiary will be entitled
to payment of the Policy Proceeds as they become due.


SSVUL-1999                                               Page 10
<PAGE>

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

                            6. THE VARIABLE ACCOUNT


The assets of the Variable Account shall be kept separate from Our other assets.
We have the right to transfer to the General Account any assets of the Variable
Account which are in excess of the reserves and other Policy liabilities of the
Variable Account. The income, gains and losses, realized or unrealized, from
assets allocated to the Variable Account shall be credited to or charged against
the Variable Account without regard to any other income, gains or losses. Also,
the income, gains and losses, realized or unrealized, from assets allocated to
any Sub-Account shall be credited to or charged against that Sub-Account,
without regard to other income, gains or losses of Us or of any other
Sub-Account. The portion of the assets of the Variable Account equal to the
reserves and other Policy liabilities with respect to the Variable Account will
not be chargeable with liabilities arising out of any other business the Company
may conduct. Although the assets maintained in the Variable Account will not be
charged with any liabilities arising out of any other business conducted by Us,
all obligations arising under the Policy, including the promise to make all
benefit payments, are Our general corporate obligations.

At Our election, and subject to any necessary vote by those having voting
rights, the Variable Account may be operated as a unit investment trust or a
management company under the Investment Company Act of 1940. It may be
registered under the Investment Company Act of 1940 or de-registered in the
event registration is no longer required. In the event of any change in the
operation of the Variable Account pursuant to this provision, We may make
appropriate amendment to the contract to reflect the change and take such other
action as may be necessary and appropriate to effect the change.

SUB-ACCOUNTS
The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account invests exclusively in a different investment portfolio. Income,
gains and losses, whether or not realized, from the assets of each Sub-Account
are credited to or charged against that Sub-Account without regard to income,
gains or losses in other Sub-Accounts of the Variable Account. All amounts
allocated to the Variable Account will be used to purchase shares of one or more
of the Funds, as You designate. Deductions and surrenders from the Variable
Account will, in effect, be made by redeeming the number of Fund shares at net
Unit Value equal in total value to the amount to be deducted. The Variable
Account will be fully invested in Fund shares at all times.

ADDITION, DELETION OR SUBSTITUTION OF SUB-ACCOUNTS
We may decide to add Sub-Accounts at any time. Also, shares of any or all of the
portfolios may not always be available for purchase by the Sub-Accounts of the
Variable Account, or We may decide that further investment in any such shares is
no longer appropriate. In either event, shares of other registered open-end
investment companies or unit investment trusts may be substituted both for
portfolio shares already purchased by the Variable Account and/or as the
security to be purchased in the future, provided that to the extent necessary
these substitutions have been approved by the Securities and Exchange
Commission. The investment policies of the Sub-Accounts will not be changed
without the approval of the Insurance Commissioner of the State of Delaware. We
also reserve the right to eliminate or combine existing Sub-Accounts or transfer
assets between Sub-Accounts. In the event of any act pursuant to this provision,
We may make appropriate amendment to the Policy to reflect the substitution.

TRANSFERS BETWEEN SUB-ACCOUNTS
Subject to our rules as they may exist from time to time and any limits that may
be imposed by the Funds, You may at any time transfer to another Sub-Account all
or a portion of the Account Value allocated to a Sub-Account. We will make
transfers pursuant to an authorized written or telephone request to Us.
Telephone requests will be honored only if We have a properly completed
telephone authorization form for You on file. We, Our affiliates and the
representative from whom You purchased Your Policy will not be responsible for
losses resulting from acting upon telephone requests reasonably believed to be
genuine. We will use reasonable procedures to confirm that instructions
communicated by telephone are genuine. The procedures We follow for transactions
initiated by telephone include requirements that You identify Yourself by name
and identify a personal identification number.


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Transfers may be requested by indicating the transfer of either a specified
dollar amount or a specified percentage of the Sub-Account's value from which
the transfer will be made. If You request a transfer based on a specified
percentage of the Sub-Account's value, that percentage will be converted into a
request for the transfer of a specified dollar amount based on application of
the specified percentage to the Sub-Account's value at the time the request is
received. We reserve the right to limit the number of Sub-Accounts to which you
may allocate Your Account Value to not more than 20 Sub-Accounts.

Transfer privileges are subject to Our consent. We reserve the right to impose
limitations on transfers, including, but not limited to: (1) the minimum amount
that may be transferred; and (2) the minimum amount that may remain in a
Sub-Account following a transfer from that Sub-Account.

We reserve the right to restrict amounts transferred to the Variable Account
from the Fixed Account to 20% of that portion of the Account Value attributable
to the Fixed Account Value as of the end of the previous Policy Year.

We reserve the right to restrict amounts transferred to the Fixed Account Value
from the Variable Account to 20% of that portion of the Account Value
attributable to the Variable Account as of the end of the previous Policy Year.
We further reserve the right to restrict amounts transferred to the Fixed
Account Value from the Variable Account in the event the portion of the Account
Value attributable to the Fixed Account Value would exceed 30% of the Account
Value.




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                                  7. PREMIUMS


All Premium payments are payable to Us, and should be mailed to Our Principal
Office. The Initial Premium is due and payable as of the Issue date of the
Policy. Subsequent Premiums may be paid to Us subject to the limitations
described below. All Premiums are to be paid to Us at Our Principal Office.

PREMIUM
We reserve the right to limit the number of Premium payments We accept during a
year. No Premium payment may be less than $50 without Our consent, although We
will accept any Premium payment if it is necessary to keep Your Policy in force.
We reserve the right not to accept a Premium payment that causes the Death
Benefit to increase by an amount that exceeds the Premium received.
Evidence of insurability satisfactory to Us for each Insured may be required
before We accept such a Premium.

We will not accept Premium payments that would, in Our opinion, cause the Policy
to fail to qualify as life insurance under applicable tax law. If a Premium
payment is made in excess of these limits, We will accept only that portion of
the Premium within those limits, and will refund the remainder to You.

NET PREMIUMS
The Net Premium is the amount paid as the Premium less the Expense Charge
Applied to Premium. The Expense Charge Applied to Premium will be determined by
Us from time to time based on Our expectations of future expenses and taxes.
However, the Expense Charge Applied to Premium will not be greater than the
guaranteed maximum shown for this Charge in Section 1.

ALLOCATION OF NET PREMIUM
Except as otherwise provided herein, Net Premium will be allocated to the
Sub-Accounts in accordance with the allocation percentages specified by You.
Your initial allocation percentages are shown in Section 1. The minimum
allocation for any Sub-Account to which You choose to allocate Account Value is
5% of Net Premium, and percentages must be in whole numbers. We reserve the
right to limit the number of Sub Accounts to which you may allocate your Account
Value to not more than 20 Sub-Accounts. Net Premiums will first be applied to
reduce any Unpaid Policy Charges.

Premiums received prior to the end of the Right to Return Policy Period will be
credited as shown in Section 1 for allocation of Premiums during the Right to
Return Policy Period. Your initial allocation percentages will take effect at
the end of the Right to Return Policy Period.

You may change the allocation percentages at any time pursuant to written or
telephone request to Our Principal Office. Telephone requests will be honored
only if We have a properly completed telephone authorization form for You on
file. We, Our affiliates and the representative from whom You purchased Your
Policy will not be responsible for losses resulting from acting upon telephone
requests reasonably believed to be genuine. We will use reasonable procedures to
confirm that instructions communicated by telephone are genuine. The procedures
We follow for transactions initiated by telephone include requirements that You
identify Yourself by name and identify a personal identification number.

An allocation change will be effective as of the date We receive a timely
request for that change.

PLANNED PERIODIC PREMIUMS
While You are not required to make subsequent Premium payments according to a
fixed schedule, You may select a planned periodic Premium schedule and
corresponding billing period, subject to Our limits. We will send You reminder
notices for the planned periodic Premium at each billing period as specified in
Section 1 unless reminder notices have been suspended as described below.
However, You are not required to pay the planned periodic Premium; You may
increase or decrease the planned periodic Premium subject to Our limits, and You
may skip a planned payment or make unscheduled payments. You may change Your
planned payment schedule or the billing period, subject to Our approval.
Depending on the investment performance of the Sub-Accounts You select, the
planned periodic Premium may not be sufficient to keep the Policy in force, and
You may need to change Your planned payment schedule or make additional payments
in order to prevent termination of Your Policy. We will suspend reminder notices
at Your written request, and We reserve the right to suspend reminder notices if
Premiums are not being paid (except for notices in connection with the grace
period). We will notify You prior to suspending reminder notices.


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                                8. DEATH BENEFIT

DEATH BENEFIT AND DEATH BENEFIT OPTION

The death benefit depends upon the death benefit option in effect at that time.
The death benefit option in effect on the Issue Date is specified in Section 1.
The two options are:

Option A - Specified Face Amount. The death benefit is the greater of: 1) the
Specified Face Amount; or 2) the Account Value multiplied by the applicable
death benefit percentage shown in Section 1.

Option B - Specified Face Amount plus Account Value. The death benefit is the
greater of: 1) the Specified Face Amount plus the Account Value; or 2) the
Account Value multiplied by the applicable death benefit percentage shown in
Section 1.

The death benefit will be determined based on the Account Value on the date of
death of the last Insured to die. The actual Policy Proceeds payable on the date
of the death of the last Insured to die. The Policy Proceeds payable on the
death of the last Insured to die will be the death benefit described above less
any Policy Debt and less any Unpaid Policy Charges. Under certain circumstances
the Policy Proceeds may be adjusted (see "Incontestability", "Misstatement of
Age or Sex" and "Suicide" in Section 4).

CHANGES IN SPECIFIED FACE AMOUNT
After the end of the first Policy Year, You may request a change in the
Specified Face Amount. You must send Your request for a change to Our Principal
Office in writing. Each such change will be effective on the Effective Date of
Coverage for the change.

DECREASES IN SPECIFIED FACE AMOUNT
The Specified Face Amount may not be decreased to less than the Minimum
Specified Face Amount specified in Section 1. A decrease in Specified Face
Amount will be applied to the initial Specified Face Amount and to each increase
in Specified Face Amount in the following order:

1.    first, to the most recent increase;

2.    second, to the next most recent increases, in reverse chronological order;
      and

3.    finally, to the initial Specified Face Amount.

INCREASES IN SPECIFIED FACE AMOUNT
An increase in the Specified Face Amount is subject to Our underwriting rules in
effect at the time of the increase. Both Insureds must be living when You
request the increase. You may be required to submit evidence of an Insured's
insurability satisfactory to Us. We will not accept a request for an increase if
the age of either Insured is greater than 80 at the next Anniversary following
the request.

CHANGES IN THE DEATH BENEFIT OPTION
After the end of the first Policy Year You may request a change in the death
benefit option. Changes in the death benefit option are subject to Our
underwriting rules in effect at the time of change. Requests for a change must
be made in writing to Us. The effective date of the change will be the
Anniversary on or next following the date We receive Your request.

Both Insureds must be living when You request a change to option B.

If the death benefit option change is from option A to option B, the Specified
Face Amount will be reduced by the Account Value. The Specified Face Amount
after a reduction may not be less than the Minimum Specified Face Amount shown
in Section 1. If the death benefit option change is from option B to option A,
the Specified Face Amount will be increased by the Account Value. This increase
in the Specified Face Amount is not subject to evidence of the Insureds'
insurability. In any case, the amount of the death benefit at the time of change
will not be altered, but the change in death benefit option will affect the
determination of the death benefit from that point on.


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                                9. ACCOUNT VALUE


ACCOUNT VALUE
The Account Value is the sum of the amounts in each Sub-Account of the Variable
Account with respect to the Policy plus the amount of the Fixed Account Value.
The Account Value varies depending upon the Premiums paid, Expense Charge
Applied to Premium, Mortality and Expense Risk Charge deductions, Monthly Face
Amount Charges, Monthly Cost of Insurance charges, Partial Surrenders, fees,
policy loans and the Net Investment Factor for the Sub-Accounts to which Your
Account Value is allocated.

VARIABLE ACCOUNT VALUE
We measure the amounts in the Sub-Accounts in terms of Units and Unit Values. On
any given date, the amount You have in a Sub-Account is equal to the Unit Value
multiplied by the number of Units credited to You in that Sub-Account. Amounts
allocated to a Sub-Account will be used to purchase Units of that Sub-Account.
Units are redeemed when You make Partial Surrenders, undertake Policy loans or
transfer amounts from a Sub-Account, and for the deductions of the Monthly Face
Amount Charge, fees and the Monthly Cost of Insurance charge. The number of
Units of each Sub-Account purchased or redeemed is determined by dividing the
dollar amount of the transaction by the Unit Value for the Sub-Account. The Unit
Value for each Sub-Account is established at $10.00 for the first Valuation Date
of the Sub-Account. The Unit Value for any subsequent Valuation Date is equal to
the Unit Value for the preceding Valuation Date multiplied by the Net Investment
Factor (determined as provided below). The Unit Value of a Sub-Account for any
Valuation Date is determined as of the close of the Valuation Period ending on
that Valuation Date.

Transactions are processed on the date We receive a Premium at Our Principal
Office or any acceptable written or telephonic request is received at Our
Principal Office. If Your Premium or request is received on a date that is not a
Valuation Date, or after the close of the New York Stock Exchange on a Valuation
Date, the transaction will be processed on the next subsequent Valuation Date.

VARIABLE ACCOUNT VALUE IN THE SUB-ACCOUNTS
The Variable Account Value attributable to each Sub-Account of the Variable
Account on the Investment Start Date equals:

1.    that portion of Net Premium received and allocated to the Sub-Account,
      less

2.    that portion of the Monthly Face Amount Charges due on the Policy Date and
      subsequent Monthly Anniversary Days through the Investment Start Date
      charged to the Sub-Account, less

3.    that portion of the Monthly Cost of Insurance deductions due from the
      Policy Date through the Investment Start Date charged to the Sub-Account.


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<PAGE>

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The Account Value attributable to each Sub-Account of the Variable Account on
subsequent Valuation Dates is equal to:

1.   the Account Value attributable to the Sub-Account on the preceding
     Valuation Date multiplied by that Sub-Account's Net Investment Factor, plus

2.   that portion of Net Premium received and allocated to the Sub-Account
     during the current Valuation Period, plus

3.   any amounts transferred by You to the Sub-Account from another Sub-Account
     or from the Fixed Account Value during the current Valuation Period, less

4.   any amounts transferred by You from the Sub-Account to another Sub-Account
     or to the Fixed Account Value during the current Valuation Period, less

5.   that portion of any Partial Surrenders deducted from the Sub-Account during
     the current Valuation Period, less

6.   that portion of any Policy loan transferred from the Sub-Account to the
     Fixed Account Value during the current Valuation Period, less

7.   that portion of any surrender charges associated with a decrease in the
     Specified Face Amount charged to the Sub-Account during the current
     Valuation Period, less

8.   if a Monthly Anniversary Day occurs during the current Valuation Period,
     that portion of the Monthly Face Amount Charge for the Policy Month just
     beginning charged to the Sub-Account, less

9.   if a Monthly Anniversary Day occurs during the current Valuation Period,
     that portion of the Monthly Cost of Insurance for the Policy Month just
     ending charged to the Sub-Account.

NET INVESTMENT FACTOR
The Net Investment Factor for each Sub-Account for any Valuation Period is
determined by deducting the Mortality and Expense Risk Charge for each day of
the Valuation Period from the quotient of (1) divided by (2) where:

(1) is the net result of:

       (a) the net asset value of a Fund share held in the Sub-Account
           determined as of the end of the Valuation Period, plus

       (b) the per share amount of any dividend or other distribution declared
           on Fund shares held in the Sub-Account if the "ex-dividend" date
           occurs during the Valuation Period, plus or minus

       (c) a per share credit or charge with respect to any taxes reserved for
           by the Company, or paid by the Company if not previously reserved
           for, during the the Valuation Period which are determined by the
           Company to be attributable to the operation of the Sub-Account; and

(2) is the net asset value of a Fund share held in the Sub-Account determined as
    of the end of the preceding Valuation Period.

The Mortality and Expense Risk Charge for the Valuation Period is the Daily Risk
Charge times the number of days in the Valuation Period.

The Net Investment Factor may be greater or less than one.


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MORTALITY AND EXPENSE RISK CHARGE

The Mortality and Expense Risk Charge will be determined by Us from time to time
based on Our expectations of future interest, mortality costs, persistency,
expenses and taxes. However, the Mortality and Expense Risk Charge will not be
greater than the guaranteed maximum shown for this Charge in Section 1.

FIXED ACCOUNT VALUE
The Fixed Account Value on the Investment Start Date equals:

1.   that portion of Net Premium received and allocated to the Fixed Account
     Value and accrued at interest, less

2.   that portion of the Monthly Face Amount due on the Policy Date and
     subsequent Monthly Anniversary Days through the Investment Start Date
     charged to the Fixed Account Value and accrued at interest, less

3.   that portion of the Monthly Cost of Insurance deductions due from the
     Policy Date through the Investment Start Date charged to the Fixed Account
     Value and accrued at interest.

The Fixed Account Value on subsequent Valuation Dates is equal to:

1.   the Fixed Account Value on the preceding Valuation Date accrued at
     interest, plus

2.   that portion of Net Premium received and allocated to the Fixed Account
     Value during the current Valuation Period and accrued at interest, plus

3.   any amounts transferred by You to the Fixed Account Value from the Variable
     Account during the current Valuation Period and accrued at interest, less

4.   any amounts transferred by You from the Fixed Account Value to the Variable
     Account during the current Valuation Period and accrued at interest, less

5.   that portion of any Partial Surrenders deducted from the Fixed Account
     Value during the current Valuation Period and accrued at interest, plus

6.   any Policy loan transferred from the Variable Account to the Fixed Account
     Value during the current Valuation Period and accrued at interest, less

7.   that portion of any surrender charges associated with a decrease in the
     Specified Face Amount charged to the Fixed Account Value during the current
     Valuation Period, less

8.   if a Monthly Anniversary Day occurs during the current Valuation Period,
     that portion of the Monthly Face Amount Charge for the Policy Month just
     beginning charged to the Fixed Account Value and accrued at interest, less

9.   if a Monthly Anniversary Day occurs during the current Valuation Period,
     that portion of the Monthly Cost of Insurance for the Policy Month just
     ending charged to the Fixed Account Value and accrued at interest.

The guaranteed effective annual interest rate applicable to the Fixed Account
Value is specified in Section 1. Interest in excess of the guaranteed rate may
be applied in the calculation of the Fixed Account Value at such increased rates
and in such manner as we may determine, based on Our expectations of future
interest, mortality costs, persistency, expenses and taxes. Interest credited
will be computed on a compound interest basis.

MONTHLY FACE AMOUNT CHARGE
The Monthly Face Amount Charge is shown in Section 1. The Monthly Face Amount
Charge deduction will be charged proportionately to the amounts in the
Sub-Accounts and the amount of the Fixed Account Value in excess of the Policy
Debt.


SVUL-2000                                               Page 17
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MONTHLY COST OF INSURANCE
We deduct a Monthly Cost of Insurance charge from Your Account Value to cover
anticipated costs of providing insurance coverage. The Monthly Cost of Insurance
deduction will be charged proportionally to the amounts in the Sub-Accounts and
of the Fixed Account Value in excess of the Policy Debt.

The Monthly Cost of Insurance equals the sum of (1) and (2) where

(1) is the cost of insurance charges equal to the Monthly Cost of Insurance rate
    (described below) multiplied by the net amount at risk divided by 1,000; and

(2) is the monthly rider cost (as described in the riders) for any riders which
    are a part of the Policy.

The net amount at risk equals:

1.   the death benefit divided by 1.00247 ; less

2.   the Account Value on the Valuation Date prior to assessing the Monthly Face
     Amount Charge and the Monthly Cost of Insurance charges.


If there are increases in the Specified Face Amount other than increases caused
by changes in the death benefit option, the cost of insurance charges described
above are determined separately for the initial Specified Face Amount and each
increase in the Specified Face Amount. In calculating the net amount at risk the
Account Value will first be allocated to the initial Specified Face Amount and
then to each increase in the Specified Face Amount in the order in which the
increases were made.

MONTHLY COST OF INSURANCE RATES
The Monthly Cost of Insurance rates (except for any such rate applicable to an
increase in the Specified Face Amount) are based on the length of time the
Policy has been in force and each Insured's sex, Issue Age, Class and any
additional charges for underwriting classification.
The Monthly Cost of Insurance rates will be determined by Us from time
to time based on Our expectations of future experience with respect to mortality
costs, persistency, interest rates, expenses and taxes. However, the Monthly
Cost of Insurance rates will not be greater than those shown in Section 2.

The Monthly Cost of Insurance rates applicable to each increase in the Specified
Face Amount are based on the length of time the increase has been in force and
each Insured's sex, Issue Age, Class and any additional charges for underwriting
classification. The Monthly Cost of Insurance rates will be determined by Us
from time to time based on Our expectations of future experience with respect to
mortality costs, persistency, interest rates, expenses and taxes. However, the
Monthly Cost of Insurance rates will not be greater than the maximum cost of
insurance rates provided by Us in Section 2 for each increase.

BASIS OF COMPUTATION
Guaranteed maximum Monthly Cost of Insurance rates are based on the 1980
Commissioner's Standard Ordinary Smoker and Nonsmoker Mortality Table. The
guaranteed maximum Monthly Cost of Insurance rates reflect any additional
charges for underwriting classification shown in Section 1. We have filed a
detailed statement of Our methods for computing Cash Values with the insurance
department in the jurisdiction where the Policy was delivered. These values are
equal to or exceed the minimum required by law.

INSUFFICIENT VALUE
If on a Valuation Date a Monthly Anniversary Day occurred during the Valuation
Period and the Cash Surrender Value is equal to or less than zero, then the
Policy will terminate for no value, subject to the Grace Period provision.
During the Protected Period shown in Section 1, the Policy will not terminate by
reason of insufficient value if the Policy satisfies the minimum premium test as
described below. The Protected Period begins on the Policy Date shown in
Section 1.


SVUL-2000                                               Page 18
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MINIMUM PREMIUM TEST
The Policy satisfies the minimum premium test if the Premiums paid less any
Partial Surrenders and less any Policy Debt exceed the sum of the Minimum
Monthly Premiums which applied to the Policy in each Policy Month from the
Policy Date to the Valuation Date on which the test is applied.

The Minimum Monthly Premium applicable to the Policy is shown in Section 1. The
Minimum Monthly Premium will be revised as a result of any of the following
changes to the Policy:

- -    an increase in the Specified Face Amount;

- -    an increase in supplemental benefits;

- -    when requested by You, the addition of any supplemental benefits.

The revised Minimum Monthly Premium will be effective as of the effective date
of the change to the Policy and will remain in effect until again revised by any
of the above changes.

GRACE PERIOD
If, on a Valuation Date, the Policy will terminate by reason of insufficient
value, We will allow a grace period. This grace period will allow 61 days from
that Valuation Date for the payment of a Premium sufficient to keep the policy
in force. Notice of Premium due will be mailed to Your last known address or the
last known address of any assignee of record. We will assume that Your last
known address is the address shown on the Application (or notice of assignment),
unless We receive notice of a change in address in a form satisfactory to Us. If
the Premium due is not paid within 61 days after the beginning of the grace
period, then the Policy and all rights to benefits will terminate without value
at the end of the 61 day period. The Policy will continue to remain in force
during this grace period. Unpaid Policy Charges are any overdue Monthly Cost of
Insurance amounts and Mortality and Expense Risk Charges. If the Policy Proceeds
become payable during the grace period, then Unpaid Policy Charges will be
deducted from the amount payable by Us. Net Premium paid will first reduce any
Unpaid Policy Charges and the remainder will be allocated to the Account Value.

SPLITTING UNITS
We reserve the right to split or combine the value of Units. In effecting any
such change, strict equity will be preserved and no change will have a material
effect on the benefits or other provisions of the Policy.


SVUL-2000                                               Page 19
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                            10. POLICY BENEFITS

BENEFITS AT DEATH
The Policy Proceeds will be paid as they become due upon the death of the last
Insured to die prior to Maturity, in accordance with Section 8. We will make
payment when We receive Due Proof of the death of each Insured.

CASH SURRENDER VALUE
You may surrender the Policy for its Cash Surrender Value at any time. The Cash
Surrender Value is the Account Value decreased by any surrender charges and by
the balance of any Policy Debt. We will determine the Cash Surrender Value at
the end of the first Valuation Date after we receive Your written request for
surrender.

SURRENDER CHARGES
If this Policy is surrendered for its Cash Surrender Value, a surrender charge
will be applied to the initial Specified Face Amount and to each increase in the
Specified Face Amount, except that a surrender charge will not be applied to an
increase in the Specified Face Amount resulting from a change in the death
benefit option. The surrender charge will be calculated separately for the
initial Specified Face Amount and each increase in the Specified Face Amount.
The surrender charges for the initial Specified Face Amount and each increase in
the Specified Face Amount are shown in the current Section 1. We will send You a
current table of revised surrender charges resulting from an increase in the
Specified Face Amount that affects the surrender charges.

SURRENDER CHARGE ON DECREASE IN SPECIFIED FACE AMOUNT
A surrender charge will be deducted from the Account Value for each decrease
in the Specified Face Amount, except for a decrease in the Specified Face Amount
resulting from a change of death benefit option or from a Partial Surrender. A
surrender charge will be determined for the initial Specified Face Amount and
for each increase in the Specified Face Amount. These surrender charges will be
applied in the following order:

1.   first, to the most recent increase;

2.   second, to the next most recent increases, in reverse chronological order;
     and

3.   finally, to the initial Specified Face Amount.

The amounts of the surrender charges applied will be equal to the surrender
charges shown in the current Section 1, revised for any increases in the
Specified Face Amount, for the Policy Year in which the decrease is made
multiplied by (a) over (b), where: (a) is the decrease in the initial Specified
Face Amount or any subsequent increase in the Specified Face Amount; and (b) is
the initial Specified Face Amount or any subsequent increase in the Specified
Face Amount immediately prior to the decrease. Future surrender charges for the
initial Specified Face Amount and any increase in the Specified Face Amount will
be reduced by the surrender charges applied because of the decrease in the
initial Specified Face Amount or any subsequent increases in the Specified Face
Amount. We will send You a current table of revised surrender charges reflecting
the decrease in the initial Specified Face Amount or any subsequent increases in
the Specified Face Amount.

The surrender charge will be deducted from the Account Value. You may allocate
the surrender charges applied among the Sub-Accounts and the Fixed Account Value
pursuant to written or telephone request to Our Principal Office. Telephone
requests will be honored only if We have a properly completed telephone
authorization form for You on file. We, our affiliates and the representative
from whom You purchased Your Policy will not be responsible for losses resulting
from acting upon telephone requests reasonably believed to be genuine. We will
use reasonable procedures to confirm that instructions communicated by telephone
are genuine. The procedures We follow for transactions initiated by telephone
include requirements that You identify Yourself by name and identify a personal
identification number. If You do not specify the allocation, then the surrender
charge will be allocated among the Sub-Accounts in the proportion the amounts in
the Sub-Account and the Fixed Account Value in excess of the Policy Debt bear to
the Account Value in excess of the Policy Debt.


SVUL-2000                                               Page 20
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PARTIAL SURRENDER
You may make a Partial Surrender of the Policy once each Policy Year after the
first Policy Year by written request to Us. The amount of any Partial Surrender
must be at least $200. During the first ten Policy Years the maximum amount of
each Partial Surrender is 20% of the Cash Surrender Value at the end of the
first Valuation Date after We receive Your request. After the first ten Policy
years, the maximum amount of any Partial Surrender is the Cash Surrender Value.
If the Policy's death benefit option is option A, the Specified Face Amount will
be decreased by the amount of the Partial Surrender. The decrease in Specified
Face Amount will be applied to the initial Specified Face Amount and to each
increase in Specified Face Amount in the following order:

1.   first, to the most recent increase;

2.   second, to the next most recent increases, in reverse chronological order;

3.   and finally, to the initial Specified Face Amount.

The Specified Face Amount remaining in force after the Partial Surrender must be
no lower than the minimum Specified Face Amount shown in Section 1.

We will effect a Partial Surrender at the end of the first Business Day after we
receive Your written request for surrender.

ALLOCATION OF PARTIAL SURRENDER
You may allocate the Partial Surrender among the Sub-Accounts of the Variable
Account and the Fixed Account Value. If You do not specify the allocation, then
the Partial Surrender will be allocated among the Sub-Accounts in the proportion
the amounts in the Sub-Account and the Fixed Account Value in excess of the
Policy Debt bear to the Account Value in excess of the Policy Debt.

POLICY LOAN
You may request a Policy loan of up to 90% of the Policy's Cash Value, decreased
by the amount of any outstanding Policy Debt on the date the Policy loan is
made. You may allocate the Policy loan among the Sub-Accounts and the Fixed
Account Value. If You do not specify the allocation, then the Policy loan will
be allocated among the Sub-Accounts in the proportion the amounts in the
Sub-Account and the Fixed Account Value in excess of the Policy loan bear to the
Account Value in excess of the Policy loan. Loan amounts allocated to the
Sub-Accounts will be transferred to the Fixed Account Value. If on a Valuation
Date the Policy Debt exceeds the Cash Value, the Policy will terminated for no
value, subject to the Grace Period provision as described in the Insufficient
Value provision in Section 9.

Interest on the Policy Debt will accrue daily at the Policy loan interest rate
specified in Section 1. This interest shall be due and payable to Us in arrears
on each Policy Anniversary. Any unpaid interest will be added to the principal
amount of the Policy loan.

All funds We receive from You will be credited to Your Policy as Premium unless
We have received written notice, in form satisfactory to Us, that the funds are
for loan repayment. Loan repayments will first reduce the outstanding balance of
the Policy loan and then accrued but unpaid interest on such loans. We will
accept repayment of any Policy loan at any time.


SVUL-2000                                               Page 21
<PAGE>

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

DEFERRAL OF PAYMENT
We will usually pay any amount due within seven days after the Valuation Date
following Our receipt of written notice in a form satisfactory to us giving rise
to such payment or, in the case of death of the last Insured to die. Due Proof
of the death of each Insured. Payment of any amount payable from the Variable
Account on death, surrender, Partial Surrender, or Policy loan may be postponed
whenever:

- -    the New York Stock Exchange ("NYSE") is closed other than customary weekend
     and holiday closing, or trading on the NYSE is otherwise restricted,

- -    the Securities and Exchange Commission, by order, permits postponement for
     the protection of Policy Owners, or

- -    an emergency exists as determined by the Securities and Exchange
     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 assets of the Variable Account.

We reserve the right to defer payment of any portion of the Cash Surrender
Value, Policy loan or Partial Surrender payable from the Fixed Account Value for
a period not exceeding six months from the date We receive Your request.

TERMINATION
The Policy terminates on the earlier of the date We receive Your request to
surrender it for the Cash Surrender Value, the expiration date of the grace
period due to insufficient value, the date of death of the last Insured to die,
or the date of Maturity.

REINSTATEMENT
The Policy may be reinstated prior to the Maturity Date, provided the Policy has
not been surrendered for the Cash Surrender Value, and provided that:

- -    You make Your reinstatement request within five years from the Policy
     termination date;

- -    If both Insureds are living at the time We receive Your request for
     reinstatement, You will be required to provide evidence of insurability,
     satisfactory to Us, with respect to each Insured;

- -    If an Insured died before this Policy terminated, You will be required to
     provide evidence of insurability, satisfactory to Us, for the surviving
     Insured; and

- -    You pay an amount sufficient to put the Policy in force.

If an Insured dies after the Policy terminates for insufficient value, You will
not be able to reinstate it.

An amount sufficient to put the Policy in force is not less than:

- -    the Unpaid Policy Charges on the Policy Termination Date; plus

- -    any excess of the Policy Debt over the Cash Value on the Policy Termination
     Date; plus

- -    three times the Monthly Cost of Insurance charges applicable at the date of
     reinstatement; plus

- -    three times the Monthly Face Amount Charge.

During the Protected Period shown in Section 1 an amount is sufficient to put
the Policy in force if it meets the minimum premium test.


SVUL-2000                                               Page 22
<PAGE>

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

The Specified Face Amount of the reinstated Policy cannot exceed the Specified
Face Amount at the time of termination. The Account Value on the Policy
reinstatement date will reflect:

1.   the Account Value at the time of termination; plus

2.   Net Premium attributable to the amount paid to reinstate the Policy; less

3.   the Monthly Face Amount Charge; less the Monthly Cost of Insurance charge
     applicable on the date of reinstatement; less

4.   any Unpaid Policy Charges at the time of termination.

The effective date of reinstatement will be the Monthly Anniversary Day that
falls on or next follows the date We approve Your request

Any Policy Debt at the time of termination must be repaid upon the reinstatement
of the Policy or carried over to the reinstated Policy.

If the Policy was subject to surrender charges when it lapsed, the reinstated
Policy will be subject to surrender charges as if the Policy had not terminated.

The Incontestability provision of the Policy will apply to the Policy after
reinstatement as regards statements made in the application for reinstatement.
The Suicide provision of the Policy will apply to the Policy after
reinstatement. In those provisions in the reinstated Policy, "Issue Date" means
the effective date of reinstatement.




SVUL-2000                                               Page 23
<PAGE>

                                            EXECUTIVE OFFICE:
                                            One Sun Life Executive Park
                                            Wellesley Hills, Massachusetts 02481
                                            800-700-6554
 [LOGO] SUN LIFE ASSURANCE
        COMPANY OF CANADA (U.S.)            HOME OFFICE:
                                            Wilmington, Delaware

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





LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE VARIABLE
ACCOUNT, AS DESCRIBED IN SECTION 8.

THE ACCOUNT VALUE IN EACH SUB-ACCOUNT OF THE VARIABLE ACCOUNT MAY INCREASE OR
DECREASE IN ACCORDANCE WITH THE INVESTMENT EXPERIENCE OF THAT SUB-ACCOUNT OF THE
VARIABLE ACCOUNT. THERE IS NO MINIMUM GUARANTEED ACCOUNT VALUE FOR AMOUNTS IN
THE SUB-ACCOUNTS OF THE VARIABLE ACCOUNT.

UPON RECEIPT OF DUE PROOF, THE POLICY PROCEEDS ARE PAYABLE AT THE DEATH OF THE
LAST INSURED TO DIE PRIOR TO MATURITY AND WHILE THE POLICY IS IN FORCE. THE CASH
SURRENDER VALUE, IF ANY, IS PAYABLE ON MATURITY.

THE POLICY DOES NOT PARTICIPATE IN DIVIDENDS.

FLEXIBLE PREMIUMS ARE PAYABLE WHILE EITHER INSURED IS ALIVE PRIOR TO MATURITY.


- --------------------------------------------------------------------------------
                                                        SLPC XXXX


SVUL-2000

<PAGE>


                                           EXECUTIVE OFFICE:
                                           One Sun Life Executive Park
                                           Wellesley Hills, Massachusetts 02481
                                           800-700-6554
    [LOGO] SUN LIFE ASSURANCE
           COMPANY OF CANADA (U.S.)        HOME OFICE:
                                           Wilmington, Delaware

- -------------------------------------------------------------------------------
                 FOUR YEAR ADDITIONAL INSURANCE RIDER

- -------------------------------------------------------------------------------
THIS RIDER IS EFFECTIVE IF IT IS SHOWN IN SECTION 1 OF THIS POLICY AS A
SUPPLEMENTAL BENEFIT. THIS RIDER IS A PART OF THIS POLICY AND IS SUBJECT TO THE
OTHER TERMS AND CONDITIONS OF THIS POLICY.
- -------------------------------------------------------------------------------

BENEFIT
If the death of the last Insured to die occurs while this rider is in force, the
amount of added insurance  provided by this rider (the additional death benefit)
will be due. We will make payment when we receive Due Proof of the death of each
Insured.

ADDITIONAL DEATH BENEFIT
The additional death benefit is shown in Section 1 of this Policy and does not
change while this rider is in force.

DURATION
This rider will terminate four years from its effective date on the rider
expiration date shown in Section 1 of this Policy, unless it terminates earlier
in accordance with the Termination provision below. It can not be renewed or
reinstated once it terminates.

SUICIDE
If either Insured, whether sane or insane, commits suicide within two years
after the effective date of this rider, the additional death benefit will not be
payable.

MONTHLY RIDER COST
The Monthly Cost of Insurance for this rider is shown in Section 1 of this
Policy.

TERMINATION
This rider will terminate on the earliest of the following dates:

- -     receipt of Your written request for termination;

- -     termination of this Policy;

- -     surrender of this Policy;

- -     the rider expiration date shown in Section 1 of this Policy;

- -     the effective date of any decrease in this Policy's Specified Face Amount
      that results in a Specified Face Amount that is less than this Policy's
      initial Specified Face Amount, except for a decrease that is the result of
      a change from death benefit option A to death benefit option B.


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

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

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

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

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


          President


- -------------------------------------------------------------------------------
SVUL-2000-EPR                                                  SLPC #

<PAGE>


                                           EXECUTIVE OFFICE:
                                           One Sun Life Executive Park
                                           Wellesley Hills, Massachusetts 02481
                                           800-700-6554
    [LOGO] SUN LIFE ASSURANCE
           COMPANY OF CANADA (U.S.)        HOME OFICE:
                                           Wilmington, Delaware

- -------------------------------------------------------------------------------
                         MATURITY EXTENSION RIDER

- -------------------------------------------------------------------------------
THIS RIDER IS EFFECTIVE IF IT IS SHOWN IN SECTION 1 OF THIS POLICY AS A
SUPPLEMENTAL BENEFIT. THIS RIDER IS A PART OF THIS POLICY AND IS SUBJECT TO THE
OTHER TERMS AND CONDITIONS OF THIS POLICY.
- -------------------------------------------------------------------------------

BENEFIT
Item 3 of this Policy's Maturity Date Extension provision described in
Section 4 is hereby deleted. This Policy's death benefit will continue to be
the death benefit as described in the Death Benefit section of this Policy.

MONTHLY RIDER COST
The Monthly Cost of Insurance for this rider (the monthly rider cost) is part of
the cost of insurance described in this Policy's Computation of Values section.
The monthly rider cost is the sum of (a) plus (b), where: (a) is the Monthly
Cost of Insurance rate for this rider multiplied by this Policy's net amount at
risk (exclusive of any increases in the net amount at risk caused by increases
in the Specified Face Amount) and divided by 1,000; and (b) is the sum of the
results obtained by multiplying the cost of insurance rate for this rider by the
amount of increase in this Policy's net amount at risk caused by each increase
in the Specified Face Amount and dividing by 1,000.

The Monthly Cost of Insurance rate applicable in (a) above is based on the
length of time this rider has been in force and each Insured's sex, age on
the Policy Date and Class. These Monthly Cost of Insurance rates are shown in
section 2 of this Policy in the applicable table of cost of insurance rates
per $1000 of net amount at risk.

The Monthly Cost of Insurance rate applicable in (b) above is based on the
length of time each increase in this policy's Specified Face Amount has been in
force and each Insured's sex, age and rating class as of the effective date of
each increase. These Monthly Cost of Insurance rates are shown in section 2 of
this Policy in the table of cost of insurance rates applicable to this rider for
each increase in this Policy's Specified Face Amount.

TERMINATION
This rider will terminate on the earlier of:

- -     the date We receive Your request request that it be terminated; or

- -     the date this Policy terminates.

Termination of this rider at your request will restore item 3 of this Policy's
Maturity Date Extension provision as of the date this rider terminates.


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

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

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

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

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


          President


- -------------------------------------------------------------------------------
SVUL-2000-MDE                                                 SLPC #

<PAGE>

[GRAPHIC]  FUTURITY VARIABLE UNIVERSAL LIFE
           SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
           P.O. BOX 81312
           1 SUN LIFE EXECUTIVE PARK
           WELLESLEY HILLS, MA 02481          1-800-700-6554


                        FUTURITY VARIABLE UNIVERSAL LIFE
                              INSURANCE APPLICATION


INSTRUCTIONS TO AGENT

     -  Use black ink, it copies better.

     -  Print legibly.

     -  Record all answers as given by the Proposed Insured(s).

     -  Complete the Pre-Authorized Check Plan, if applicable.

     -  Complete the Temporary Life Insurance Agreement, if applicable.

     -  Make sure all checks are made payable to Sun Life Assurance Company of
        Canada (U.S.).

     -  Obtain all necessary signatures.


INSTRUCTIONS FOR TEMPORARY LIFE INSURANCE AGREEMENT

     -  Temporary Life Insurance Agreement is valid for 90 days.

     -  All questions on the Temporary Life Insurance Agreement must be
        answered, and the Insured(s) and owner(s) signatures obtained on the
        appropriate lines.

     -  The Application must be bound with an amount equal to the initial
        premium specified in the illustration.

     -  The date on the check, Temporary Life Insurance Agreement, and initial
        Application must all be the same. Otherwise, the money will be refunded.

     -  The initial Application must have a designated owner and beneficiary.

     -  Do not take money if the face amount exceeds $2,000,000 on a single life
        application, $4,000,000 on a joint and last survivor application, or if
        any of the questions on the Temporary Life Insurance Agreement are
        answered "Yes."

     -  If money is taken on Applications exceeding $2,000,000 on a single life
        application, $4,000,000 on a joint and last survivor application, or any
        "Yes" answer(s) are given on the Temporary Life Insurance Agreement, all
        monies paid will be refunded immediately to the contract owner.


INSTRUCTIONS FOR PRE-AUTHORIZED CHECKING

Complete Pre-Authorized Checking form.

     -  Obtain necessary signature(s).

     -  Elect a draft day of the 1st, 10th, or 20th day of the month.

     -  Collect initial premium, shown on page two of the illustration, along
        with void check from account to be drafted.

     -  If backdating, collect premium for each backdated month.

<PAGE>

                        PRIVACY INFORMATION NOTIFICATION


Sun Life Assurance Company of Canada (U.S.) ["Sun Life (U.S.)"] provides
insurance, annuities and other financial services to our customers, and as part
of these services, we are entrusted with confidential information. Sun Life
(U.S.) takes this responsibility seriously and all of our employees and our
authorized representatives recognize the importance of maintaining
confidentiality. Sun Life (U.S.) gathers information about you to determine fair
and reasonable charges for your insurance. Once you are a policyholder, we will
need information about you to provide a variety of services, to reinstate a
policy or to evaluate requests for changes in coverage.

CONFIDENTIALITY
Life insurance companies are among the largest gatherers of information about
individuals. Sun Life (U.S.) has long been aware of the importance of guarding
the confidentiality of such information and we have internal standards and
controls governing its use. All employees must follow the procedures outlined in
our Code of Business Conduct and Business Conduct Guide. Other than as required
or permitted by law, the information gathered will not be released to anyone
without your authorization or consent.

AUTHORIZATION FOR INFORMATION
Your signed authorization will allow Sun Life (U.S.), or authorized
representatives of Sun Life (U.S.) to gather information from physicians, health
care providers, hospitals, medically related facilities, specialized clinics
dealing in substance abuse and treatment, mental health facilities, the Medical
Information Bureau, other insurance companies to which you have applied,
consumer reporting agencies, or public records such as a motor vehicle record.
Your signed authorization also allows Sun Life (U.S.) to share this information
with the Medical Information Bureau, reinsurers used by Sun Life (U.S.) and
other insurance companies to which you have applied for coverage.

THE UNDERWRITING PROCESS
Underwriting is a process by which an insurance company determines fair and
reasonable charges for the risk we are asked to consider. Underwriting may start
with the submission of a formal or informal Application which contains medical
information needed to evaluate the risks. The information obtained as part of
this process may consist of a medical examination, blood and urine tests,
special tests, medical records from health care providers or hospitals, motor
vehicle reports or investigative consumer reports. Using this information the
underwriters will further evaluate the risk based on other factors, such as
tobacco use, driving record or hazardous activities.

After the evaluation process is completed, charges and the terms of the contract
may be altered or the underwriter may find the risk to be unacceptable
altogether. The majority of contracts are issued as applied for. If we increase
your charges or do not accept the risk, you will be notified. You have the right
to request in writing the reason for this action within 30 days of our decision.
Due to the confidential nature of the decision, a written authorization and
request to our medical director will be required. We will promptly forward the
requested information. Our policy is to respond through your attending
physician, as they are familiar with your medical history and would be better
equipped to answer any questions you may have concerning the medical findings
leading to our decision. In those states that require the release of information
directly to you we will do so upon receipt of your written request. In those
states that prohibit the release of sensitive information directly to the
prospective Insured we will do so through a named physician or health
department.

PLEASE DIRECT THIS TYPE OF REQUEST TO:    SUN LIFE ASSURANCE COMPANY OF CANADA
                                           (U.S.)
                                          ATTN. MEDICAL DIRECTOR, SUN CODE 1294
                                          ONE SUN LIFE EXECUTIVE PARK
                                          WELLESLEY HILLS, MA  02481



TO BE LEFT WITH PROSPECTIVE INSURED(S)
<PAGE>

LABORATORY TESTING
To assist in determining your eligibility for insurance, Sun Life (U.S.) will
request some lab testing to be completed. This could include an analysis of
blood, urine and/or saliva obtained as part of your insurance exam. The testing
is done by a licensed laboratory and the results will be sent directly to Sun
Life (U.S.)

The blood testing may include tests for HIV antibody, diabetes, kidney and liver
functions, hepatitis, and cholesterol, as well as other tests. Urine testing
will include tests for diabetes, kidney function, prescription medications,
drugs of abuse and nicotine/cotinine tests. As with the rest of your medical
information all test results are treated confidentially and shared only with
your authorization and consent, except as required by law. Some states require
the reporting of positive test for HIV and for hepatitis to the state department
of health.

INFORMATION EXCHANGE
With your signed authorization Sun Life (U.S.) and its reinsurers may make a
brief report on the information received in some Applications to the Medical
Information Bureau ("MIB, Inc.") The MIB, Inc. is a non-profit membership
organization of life insurance companies which operates an information exchange
on behalf of its members. Upon request by another insurance member company to
which you have applied for life or health insurance coverage, or to which a
claim has been submitted, and to whom you have given a signed authorization, The
MIB, Inc. will supply such a company with whatever information it may have in
its files, which may include information provided by Sun Life (U.S.)

Upon receipt of a request from you, the MIB, Inc. will arrange disclosure of any
information it may have in your file. If you question the accuracy of any
information in your file, you may contact the MIB, Inc. and seek a correction in
accordance with the procedures set forth in the Fair Credit Reporting Act. The
address of the MIB, Inc. information office is:

                              MEDICAL INFORMATION BUREAU, INC.
                              P.O. BOX 105
                              ESSEX STATION, BOSTON, MA 02112
                              TEL # (617) 426-3660

FEDERAL FAIR CREDIT REPORTING ACT
As part of our underwriting , an investigative consumer report may be requested.
This report obtained through an independent reporting service may include
information concerning your character, general reputation, personal
characteristics and mode of living. This information is obtained through
personal interviews with you, your friends, neighbors and associates. If a
report is requested in connection with your Application, you have the right to
make a written request as to the nature and scope of the report under the Fair
Credit Reporting Act. If information from a consumer report is used in our
underwriting decision, you will be notified of the source of this information.
If you choose to obtain the information, you have 60 days from notification to
request the information. Your written request should be directed to:

                              SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                              ATTN: UNDERWRITING DEPT. SUN CODE 1215
                              ONE SUN LIFE EXECUTIVE PARK
                              WELLESLEY HILLS, MA 02481

MISREPRESENTATION OF FACTS
Any person who knowingly and with intent to defraud any insurance company, files
an Application for insurance or submits a change to a current policy or files a
claim, containing any materially false information or conceals any material
information may be guilty of a fraudulent act, which is a crime, and subject to
criminal and civil penalties.


TO BE LEFT WITH PROSPECTIVE INSURED(S)
<PAGE>

[GRAPHIC]  FUTURITY VARIABLE UNIVERSAL LIFE
           SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
           P.O. BOX 81312
           1 SUN LIFE EXECUTIVE PARK
           WELLESLEY HILLS, MA 02481          1-800-700-6554

<TABLE>
<CAPTION>
<S><C>
          PART ONE OF APPLICATION FOR VARIABLE UNIVERSAL LIFE INSURANCE

- -----------------------------------------------------------------------------------------------------------------
A.  PROPOSED INSURED
- -----------------------------------------------------------------------------------------------------------------

  NAME
       ----------------------------------------------------------------------------------------------------------

  ADDRESS
         --------------------------------------------------------------------------------------------------------

  CITY                                                STATE                                 ZIP
       --------------------------------------------         ---------------------------         -----------------

  SOCIAL SECURITY NUMBER         -        -           OR TAX IDENTIFICATION NUMBER
                         -------- -------- --------                                ------------------------------

  DRIVER'S LICENSE NUMBER                             DRIVER'S LICENSE STATE OF ISSUE
                          -------------------------                                   ---------------------------

  DATE OF BIRTH            /           /              PLACE OF BIRTH
                ----------- ----------- -----------                  --------------------------------------------

  TELEPHONE #                                         SEX             / / Male      / / Female
              -------------------------------------

  PERMANENT U.S. RESIDENT?     / / Yes      / / No

  U.S. CITIZEN?                / / Yes      / / No

  OCCUPATION                                          EMPLOYER
             --------------------------------------            --------------------------------------------------

  EMPLOYER'S ADDRESS
                     -----------------------------------------------------------

  CITY                                                STATE                                 ZIP
       --------------------------------------------         ---------------------------         -----------------

- -----------------------------------------------------------------------------------------------------------------
A.  SECOND PROPOSED INSURED
    (COMPLETE ONLY FOR FUTURITY LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE)
- -----------------------------------------------------------------------------------------------------------------

  NAME
       ----------------------------------------------------------------------------------------------------------

  ADDRESS
          -------------------------------------------------------------------------------------------------------

  CITY                                                STATE                                 ZIP
       --------------------------------------------         ---------------------------         -----------------

  SOCIAL SECURITY NUMBER         -        -           OR TAX IDENTIFICATION NUMBER
                         -------- -------- --------                                ------------------------------

  DRIVER'S LICENSE NUMBER                             DRIVER'S LICENSE STATE OF ISSUE
                          -------------------------                                   ---------------------------

  DATE OF BIRTH            /           /              PLACE OF BIRTH           /          /
                ----------- ----------- -----------                  ---------- ---------- -----------

  TELEPHONE #                                         SEX             / / Male      / / Female
              -------------------------------------

  PERMANENT U.S. RESIDENT?     / / Yes      / / No

  U.S. CITIZEN?                / / Yes      / / No

<PAGE>

<CAPTION>
<S><C>
- ------------------------------------------------------   ----------------------------------------------------
B.  OWNER INFORMATION                                    C.  CONTINGENT OWNER INFORMATION
- ------------------------------------------------------   ----------------------------------------------------

  NAME                                                   NAME
       -----------------------------------------------        -----------------------------------------------

  ADDRESS                                                ADDRESS
          --------------------------------------------           --------------------------------------------

  CITY                                                   CITY
       -----------------------------------------------        -----------------------------------------------

  STATE                      ZIP                         STATE                      ZIP
        -------------------      ---------------------         -------------------      ---------------------

  SOCIAL SECURITY                                        RELATIONSHIP TO INSURED(S)
                  ------------------------------------                              -------------------------

  DATE OF BIRTH             /            /               SOCIAL SECURITY OR TAX IDENTIFICATION NO.
                ------------ ------------ ------------                                             ----------

  PERMANENT U.S. RESIDENT?       / / YES     / / NO      DATE OF BIRTH             /            /
                                                                       ------------ ------------ ------------

  U.S. CITIZEN?                  / / YES     / / NO      PERMANENT U.S. RESIDENT?        / / YES     / / NO

  RELATIONSHIP TO INSURED(S)                             U.S. CITIZEN?                   / / YES     / / NO
                             -------------------------

  TRUST DATE             /             /
             ------------ ------------- --------------

  STATE TRUST ESTABLISHED IN
                             -------------------------

  TAX IDENTIFICATION NO.
                         -----------------------------

- -------------------------------------------------------------------------------------------------------------
D.  BENEFICIARY INFORMATION
- -------------------------------------------------------------------------------------------------------------

<CAPTION>
<S><C>
                                        NAME           RELATIONSHIP TO INSURED(S)   SOCIAL SECURITY NUMBER

/ / PRIMARY                                          /                          /
                               ---------------------- -------------------------- ----------------------------

/ / PRIMARY   / / CONTINGENT                         /                          /
                               ---------------------- -------------------------- ----------------------------

/ / PRIMARY   / / CONTINGENT                         /                          /
                               ---------------------- -------------------------- ----------------------------

Unless otherwise specified, the proceeds will be divided equally among all primary Beneficiaries who survive
the Insured(s). If no primary Beneficiary survives the Insured(s), then the proceeds will be divided equally
among all contingent Beneficiaries. If no Beneficiary (primary or contingent) is living, then the proceeds
for a single life policy will be paid to the Insured's estate, or in the case of a joint life policy, the
estate of the last Insured to die.

- -------------------------------------------------------------------------------------------------------------
E.  PLAN, AMOUNT, DEATH BENEFIT OPTION
- -------------------------------------------------------------------------------------------------------------

<CAPTION>
<S><C>

/ /   FUTURITY FLEXIBLE PREMIUM     / /   FUTURITY LAST SURVIVOR        / /   OTHER
      VARIABLE UNIVERSAL LIFE             FLEXIBLE PREMIUM VARIABLE                 -----------------------
      INSURANCE (SINGLE LIFE)             UNIVERSAL LIFE INSURANCE            -----------------------------
                                                                              -----------------------------


SPECIFIED FACE AMOUNT (EXCLUDING SUPPLEMENTAL BENEFITS)      $
                                                               ----------------------------

/ / DEATH BENEFIT OPTION A (specified face amount)           / / DEATH BENEFIT OPTION B (specified face
                                                                 amount plus account value)

<PAGE>

<CAPTION>
<S><C>

- ---------------------------------------------------------------------------------------------------------------------------------
F.  SUPPLEMENTAL BENEFITS
- ---------------------------------------------------------------------------------------------------------------------------------

/ /   FUTURITY FLEXIBLE PREMIUM VARIABLE       / /   FUTURITY LAST SURVIVOR FLEXIBLE    / /   OTHER
      UNIVERSAL LIFE INSURANCE (SINGLE LIFE)         PREMIUM VARIABLE UNIVERSAL LIFE                -------------------------
  / / Payment of Stipulated Amount                   INSURANCE                                      -------------------------
      Rider $_______________                     / / Estate Preservation Rider                      -------------------------
      / / to age 65   / / to age 70              / / Maturity Extension Rider                       -------------------------
                                                 / / Other                                          -------------------------
/ /   Accidental Death Benefit Rider                                                                -------------------------
      Face Amount $ _____________
/ /   Waiver of Monthly Deductions Rider
/ /   Other _________________________

- ---------------------------------------------------------------------------------------------------------------------------------
G.  PREMIUM PAYMENT PLAN
- ---------------------------------------------------------------------------------------------------------------------------------

PLANNED PERIODIC PREMIUM AMOUNT  $____________________________________(SUBJECT TO SUN LIFE (U.S.) LIMITATIONS)

FREQUENCY:       / / Monthly *          / / Quarterly           / / Semi-Annually           / / Annually

* / / Pre-Authorized Checking Plan Form must be completed.

- ---------------------------------------------------------------------------------------------------------------------------------
H.  ADVANCED PAYMENT
- ---------------------------------------------------------------------------------------------------------------------------------

/ / Amount paid with Application $_________________________(REFER TO TEMPORARY LIFE INSURANCE AGREEMENT)

- ---------------------------------------------------------------------------------------------------------------------------------
I.  CORRECTIONS OR AMENDMENTS (for Home Office use only)
- ---------------------------------------------------------------------------------------------------------------------------------


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

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

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


- ---------------------------------------------------------------------------------------------------------------------------------
J.  OTHER INSURANCE
- ---------------------------------------------------------------------------------------------------------------------------------

Is there insurance in force and/or pending on the Proposed Insured(s) with any company including Sun Life (U.S.) and its
affiliates?

/ / Yes         / / No

IF YES, COMPLETE THE FOLLOWING INFORMATION:

            COMPANY                BUSINESS OR PERSONAL              ISSUE YEAR OR PENDING                TOTAL AMOUNT

PROPOSED INSURED:
                            /                               /                                  /
- ---------------------------- ------------------------------- ---------------------------------- ------------------------------

                            /                               /                                  /
- ---------------------------- ------------------------------- ---------------------------------- ------------------------------


2ND PROPOSED INSURED:
                            /                               /                                  /
- ---------------------------- ------------------------------- ---------------------------------- ------------------------------

                            /                               /                                  /
- ---------------------------- ------------------------------- ---------------------------------- ------------------------------

Has an Application for insurance on the Proposed Insured(s) life(lives) been
declined or offered on a basis other than applied for?

/ / Yes   / / No    IF YES, PROVIDE DETAILS:
                                             ---------------------------------------------------------------------------------

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

<PAGE>

<CAPTION>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------------------
K.  REPLACEMENT INFORMATION
- ---------------------------------------------------------------------------------------------------------------------------------

Will any existing life insurance or annuity with this or any other insurance company be replaced, changed or used as a source of
premium payment for the insurance applied for? IF YES, PROVIDE DETAILS AND NECESSARY FORMS.   / / Yes    / / No

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

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

If a replacement is involved, is it intended as an IRC Section 1035 exchange?                 / / Yes    / / No

- ---------------------------------------------------------------------------------------------------------------------------------
L.  LIFESTYLE INFORMATION ON PROPOSED INSURED(S)
- ---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                                    PROPOSED INSURED        2ND PROPOSED INSURED
  <S>                                                                               <C>                     <C>
  1.  Have you, the Proposed Insured, used tobacco (cigarettes, cigars, chewing
      tobacco, etc.) or nicotine-containing products (nicorette gum, nicotine
      patch, etc.) within the past 12 months?
      IF YES, PROVIDE DETAILS:___________________________________                    / / Yes  / / No           / / Yes  / / No

  2.  Have you, the Proposed Insured, previously used tobacco or nicotine
      products but have since stopped?
      IF YES, PROVIDE DETAILS:___________________________________                    / / Yes  / / No           / / Yes  / / No

  3.  Do you, the Proposed Insured, plan to travel or reside outside of the
      U.S. in the next two years?
      IF YES, PROVIDE DETAILS:____________________________________                   / / Yes  / / No           / / Yes  / / No

  4.  Have you, the Proposed Insured, within the past two years flown as a pilot
      or co-pilot in any type of aircraft?
      IF YES, AN AVIATION QUESTIONNAIRE IS REQUIRED ON THE PROPOSED INSURED.         / / Yes  / / No           / / Yes  / / No

  5.  Have you, the Proposed Insured, within the past two years participated
      in scuba diving, parachuting, hang gliding, motorized racing or any other
      hazardous sport?
      IF YES, ADDITIONAL INFORMATION MAY BE REQUIRED.                                / / Yes  / / No           / / Yes  / / No

  6.  Have you, the Proposed Insured, in the last three years while operating a
      motor vehicle, boat or aircraft;
      a.  been charged with any moving violations?                                   / / Yes  / / No           / / Yes  / / No
      b.  had an operator's license restricted, suspended or revoked?                / / Yes  / / No           / / Yes  / / No
      c.  been charged with operating under the influence of alcohol and/or
          drugs?                                                                     / / Yes  / / No           / / Yes  / / No
     IF YES, PROVIDE DETAILS:___________________________________

- ---------------------------------------------------------------------------------------------------------------------------------
M.  FAMILY HISTORY OF PROPOSED INSURED(S)
- ---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

1. Family History of the Proposed Insured(s)

                     AGE IF LIVING                      AGE OF DEATH            STATE OF HEALTH OR CAUSE OF DEATH

             PROPOSED        2ND PROPOSED      PROPOSED        2ND PROPOSED      PROPOSED        2ND PROPOSED
             INSURED         INSURED           INSURED         INSURED           INSURED         INSURED
<S>          <C>             <C>               <C>             <C>               <C>             <C>
FATHER
             --------------  --------------    --------------  --------------    --------------  --------------
MOTHER
             --------------  --------------    --------------  --------------    --------------  --------------
BROTHER(S)
             --------------  --------------    --------------  --------------    --------------  --------------
SISTER(S)
             --------------  --------------    --------------  --------------    --------------  --------------


2.  Has any parent, brother or sister of the Proposed Insured(s) had diabetes, heart disease or high
    blood pressure?                                                                      / / Yes      / / No
    IF YES, PROVIDE DETAILS:_______________________________________________________

<PAGE>

<CAPTION>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------------------
N.  HEATH INFORMATION - Complete for non-medical application of Proposed Insured(s)
- ---------------------------------------------------------------------------------------------------------------------------------

1.  Proposed Insured's height:                            Proposed Insured's weight:
                              ---------------------                                 -------------------

    2nd Proposed Insured's height:                        2nd Proposed Insured's weight:
                                  --------------------                                  --------------------

2.  Name and address of primary physician or health care provider of the Proposed Insured(s):

    PROPOSED INSURED                                               2ND PROPOSED INSURED

    Primary Health Care Provider    Medical Specialist seen        Primary Health Care Provider    Medical Specialist seen

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

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

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

    Date last seen:                                               Date last seen:
                    -------------------------------------------                   --------------------------------------------

    Reason for visit:                                                  Reason for visit:
                      -----------------------------------------                          -------------------------------------

For all yes responses to questions 3-8c give diagnosis, dates, duration, names and addresses of attending physicians and
medical facilities in the space provided at the end of this section.

<CAPTION>

                                                                                              PROPOSED               2ND PROPOSED
                                                                                              INSURED                   INSURED
<C>                                                                                       <C>                       <C>
3.  Have you, the Proposed Insured, had a change of weight of more than
    10 pounds within the past? 12 months?                                                 / / Yes  / / No           / / Yes  / / No

4.  Are you, the Proposed Insured, being treated by diet, drugs or other means?           / / Yes  / / No           / / Yes  / / No

5.  Have you, the Proposed Insured, EVER been diagnosed with or been treated by
    a physician for:
    a. high blood pressure, chest discomfort, stroke, circulatory or heart disorder?      / / Yes  / / No           / / Yes  / / No
    b. diabetes, sugar in the urine, thyroid, or other glandular (endocrine) disorder?    / / Yes  / / No           / / Yes  / / No
    c. kidney, bladder, urinary, reproductive organ or prostate disorder?                 / / Yes  / / No           / / Yes  / / No
    d. protein (albumin), blood or pus in the urine, sexually transmitted disease or
       venereal disease?                                                                  / / Yes  / / No           / / Yes  / / No
    e. cancer, tumor, polyp, or disorder of the skin or breast?                           / / Yes  / / No           / / Yes  / / No
    f. asthma, pneumonia, emphysema, or any other respiratory or lung disorder?           / / Yes  / / No           / / Yes  / / No
    g. seizure, convulsion, fainting, loss of consciousness, tremor, paralysis or
       other disorder of the nervous system?                                              / / Yes  / / No           / / Yes  / / No
    h. anxiety, depression, stress, or any other psychological or emotional
       condition or disorder?                                                             / / Yes  / / No           / / Yes  / / No
    i. colitis, hepatitis, ulcers, or other disorders of the stomach, liver or
       digestive system?                                                                  / / Yes  / / No           / / Yes  / / No
    j. arthritis, gout, back or joint pain, bone fracture, or muscle disorder?            / / Yes  / / No           / / Yes  / / No
    k. anemia, bleeding, or blood disorder?                                               / / Yes  / / No           / / Yes  / / No
    l. acquired Immune Deficiency Syndrome (AIDS) or AIDS-related complex?                / / Yes  / / No           / / Yes  / / No
    m. a positive blood test for antibodies to the AIDS (Human Immunodeficiency
       Virus) virus?                                                                      / / Yes  / / No           / / Yes  / / No

6.  Have you, the Proposed Insured:
    a. regularly used amphetamines, marijuana, cocaine, hallucinogens, heroin or
       other drugs except as prescribed by a physician?                                   / / Yes  / / No           / / Yes  / / No
    b. been treated or counseled for alcoholism or drug abuse?                            / / Yes  / / No           / / Yes  / / No
    c. been advised to reduce consumption of alcohol?                                     / / Yes  / / No           / / Yes  / / No

7.  Do you, the Proposed Insured, have any health symptoms for which a physician
    has not been consulted or treatment received? For example, persistent fever,
    unexplained weight loss, loss of appetite, pain or swelling?                          / / Yes  / / No           / / Yes  / / No

8.  Other than previously stated, have you, the Proposed Insured, within the past
    five years:
    a. had a checkup, consultation, illness, surgery or been hospitalized?                / / Yes  / / No           / / Yes  / / No
    b. had an electrocardiogram, stress or exercise test, x-ray, blood test or
       other diagnostic test?                                                             / / Yes  / / No           / / Yes  / / No
    c. been advised to have, or scheduled, any diagnostic test, hospitalization
       or surgery which was not completed?                                                / / Yes  / / No           / / Yes  / / No
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S><C>
PROPOSED INSURED  - DETAILS TO AFFIRMATIVE ANSWERS TO QUESTIONS 3-8c
- ------------------------------------------------------------------------------------------------------------------------------------
QUESTION       DATE            DURATION                   DIAGNOSIS                        NAME AND ADDRESSES OF ATTENDING
NUMBER                                                                                     PHYSICIANS AND MEDICAL FACILITIES
- ------------------------------------------------------------------------------------------------------------------------------------




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




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




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




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

2ND PROPOSED INSURED  - DETAILS TO AFFIRMATIVE ANSWERS TO QUESTIONS 3-8c

- ------------------------------------------------------------------------------------------------------------------------------------
QUESTION       DATE            DURATION                   DIAGNOSIS                        NAME AND ADDRESSES OF ATTENDING
NUMBER                                                                                     PHYSICIANS AND MEDICAL FACILITIES
- ------------------------------------------------------------------------------------------------------------------------------------




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




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




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




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

<PAGE>

<TABLE>
<CAPTION>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------------------
O.  PLAN USE/SUITABILITY
- ---------------------------------------------------------------------------------------------------------------------------------

This policy is intended to be used primarily for (check one):

/ / Income Replacement      / / Supplemental Retirement Income         / / Estate Plan      / / Charitable Gift

/ / Split Dollar            / / Deferred Compensation Plan             / / Key Person       / / Bonus Plan

/ / Business Continuity     / / Other________________________

1.   Total household income $___________________________  Total household net worth $___________________________

2.   Has it been explained that the values and benefits provided by this policy are based on the investment experience of
     a separate account and may increase or decrease depending upon the investment experience?                  / / Yes     / / No

3.   Has it been acknowledged that the policy, as applied for, is in accord with the insurance and financial objectives
     which have been expressed?                                                                                 / / Yes     / / No

- ---------------------------------------------------------------------------------------------------------------------------------
P.  SIGNATURE SECTION
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DECLARATIONS:

I/We understand and agree that:

1.  The information provided in this Application (Part I, Part II Medical, if
    required) is the basis for and becomes part of the insurance issued as a
    result of this Application.

2.  No registered representative or medical examiner has the authority to make
    or modify a Sun Life (U.S.) policy, to decide whether anyone proposed for an
    insurance policy is an acceptable risk or to waive any of Sun Life (U.S.)'s
    rights or requirements.

3.  In accepting a policy, I/we also accept any corrections and amendments made
    by Sun Life (U.S.). No change in plan, amount, benefits, age at issue or
    classification can be made without my/our written consent; however, Sun Life
    (U.S.) may change any non-guaranteed elements of the policy at its sole
    discretion.

4.  Except as provided in a Temporary Life Insurance Agreement having the same
    date as the Application, no insurance requested in this Application will be
    effective (a) until a policy is issued during the lifetime of the Insured(s)
    and (b) until Sun Life (U.S.) has received the initial premium due on the
    policy requested, and (c) the statements made in this Application are still
    complete and true as of the date the policy is delivered.

5.  Sales illustrations are used to assist in understanding how the policy could
    perform over time under a number of assumptions. I/We acknowledge that rates
    of return assumed in sales illustrations are hypothetical only and are not
    estimates or guarantees. The actual performance of any such policy,
    including account values, cash surrender values, death benefit and duration
    of coverage, will be different from what may be illustrated because the
    hypothetical assumptions used in an illustration may not be indicative of
    actual future performance. I/We also understand that any sales illustration
    used is not a contract and will not become part of any policy issued by Sun
    Life (U.S.).

6.  In connection herewith, it is expressly acknowledged that the policy, as
    applied for, is suitable for the insurance needs and financial objectives of
    the undersigned.

I/We declare that the statements and answers in this Application are complete
and true to the best of my/our knowledge and believe they are correctly
recorded. I/We understand that any person who knowingly and with intent to
defraud any insurance company or other person files an Application for insurance
or statement of claim containing any materially false information or conceals
for the purpose of misleading, information concerning any fact material thereto
commits a fraudulent insurance act, which is a crime and subjects such person to
criminal and civil penalties.

<PAGE>

- --------------------------------------------------------------------------------
P.  SIGNATURE SECTION (CONTINUED)
- --------------------------------------------------------------------------------

I/We also hereby understand and agree that values and benefits provided by the
life insurance policy applied for are based on the investment experience of a
separate account and are not guaranteed, such that:

- -  THE DEATH BENEFIT AMOUNT MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
   EXPERIENCE OF THE VARIOUS SUB-ACCOUNTS.

- -  THE DURATION OF COVERAGE MAY ALSO INCREASE OR DECREASE, DUE TO THE INVESTMENT
   EXPERIENCE OF THESE VARIABLE SUB-ACCOUNTS.

- -  THE ACCOUNT VALUE AND CASH SURRENDER VALUE MAY INCREASE OR DECREASE TO
   REFLECT THE INVESMENT EXPERIENCE OF THESE VARIABLE SUB-ACCOUNTS.

- -  WITH RESPECT TO THE VARIABLE SUB-ACCOUNTS, THERE IS NO GURARANTEED MINIMUM
   POLICY VALUE NOR ARE ANY POLICY VALUES GUARANTEED AS TO DOLLAR AMOUNT.

I/We also acknowledge receipt of a current prospectus from Sun Life (U.S.) for
the life insurance product applied for as indicated in Section E of this
Application.


AUTHORIZATION

Sun Life (U.S.), its reinsurers, insurance support organizations, and authorized
representatives of these companies may need to collect information on a Proposed
Insured in regards to this proposed life insurance coverage. The purpose of this
authorization is to allow the companies to collect information for the express
purpose of determining eligibility for life insurance.

Often Sun Life (U.S.) is assisted in the retrieval of a prospective client's
confidential medical records. Your medical records may be obtained through a
third party vendor specializing in the retrieval of medical records, by an
independent general agent who has a relationship with Sun Life (U.S.) and who is
working with your sales representative to obtain your life insurance coverage,
and by Sun Life (U.S.) directly from your health care provider. Sun Life (U.S.)
recognizes each of these organizations as professionals who understand and will
maintain the privacy and confidentiality of the material they are handling. Sun
Life (U.S.) considers each of these organizations authorized representatives of
Sun Life (U.S.) for the purposes of obtaining these medical records.

_________ Proposed Insured ________2nd Proposed Insured By initialing here I/We,
the Proposed Insured(s), acknowledge and confirm receipt of the Pre-Notification
Disclosure form detailing the underwriting process, prenotifications relating to
investigative consumer reports, the Medical Information Bureau (MIB, Inc.), and
disclosure of my/our blood and/or bodily fluid testing.

_________Proposed Insured _________2nd Proposed Insured By initialing here I/We,
the Proposed Insured(s), authorize Sun Life (U.S.) to release the entire
underwriting file to a another insurer's underwriting department if coverage is
declined or offered on terms other than as applied for. I/we, the Proposed
Insured(s), authorize my/our broker to name the other insurer(s) and understand
there may be a fee for Sun Life (U.S.) providing this information.

I/We, the Proposed Insured(s), authorize any physician, health care provider,
hospital, or other medically related facility, specialized clinics dealing in
alcohol or substance abuse, treatment of HIV or AIDS, mental illness; insurance
company, the Medical Information Bureau, or other organization or person that
may have any records or knowledge of me/us or my/our health to give such
information to Sun Life Assurance Company of Canada (U.S.), its authorized
representatives, or its reinsurers. The information collected may be disclosed
to other insurance companies to which I/we have applied or may apply,
reinsurance companies, the Medical Information Bureau, Inc., or other persons or
organizations performing business, professional or insurance functions for Sun
Life Assurance Company of Canada (U.S.), or as otherwise legally allowed. I
acknowledge receipt of copies of the pre-notification relating to investigative
consumer reports and the MIB, Inc. (Medical Information Bureau). This
authorization is valid for twenty-six (26) months from its date. A photocopy of
this authorization shall be as valid as the original.

Signed at                               on this           day of
         -----------------------------         -----------      ----------------
                  City/State                                       Month/Year

X                                       X
 -------------------------------------   ---------------------------------------
  Signature of Proposed Insured (not      Signature of 2nd Proposed Insured
  required if under age 15)               (not required if under age 15)

X
 -------------------------------------   ---------------------------------------
  Signature of Owner (if other than       Owner's Daytime Telephone Number
  Proposed Insured)

X
 -------------------------------------   ---------------------------------------
  Signature of Co-Owner                   Co-Owner's Daytime Telephone Number

X                                        X
 -------------------------------------   ---------------------------------------
  Signature of witness/Registered         Registered Representative State
  Representative                          Insurance License Number

<PAGE>

- --------------------------------------------------------------------------------
Q.  REQUEST FOR TAXPAYER IDENTIFICATION AND CERTIFICATION
- --------------------------------------------------------------------------------

The INTERNAL REVENUE SERVICE does not require your consent to any provision of
this document, other than the certification required to avoid backup
withholding.

ITEM 1  OWNER'S TAXPAYER IDENTIFICATION NUMBER (TIN)
        Enter your TIN in the appropriate box. For individuals, this is your
        social security number (SSN). For sole proprietors, this is the owner's
        SSN. For other entities, it is your employer identification number
        (EIN).

Social Security Number           -          -
                       ---------- ---------- ------------

OR

Employer Identification Number         -        -
                               -------- -------- --------

ITEM 2  FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING

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

Requestor's Name (OPTIONAL)
                           -----------------------------------------------------

Address
        ------------------------------------------------------------------------

City                                   State                    Zip
     ---------------------------------       ------------------     ------------

CERTIFICATION-UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

1.  The number shown on this form is my correct taxpayer identification number
    (or, I am waiting for a number to be issued to me), and
2.  I am not subject to backup withholding because: (a) I am exempt from backup
    withholding, or (b) I have not been notified by the Internal Revenue
    Service that I am subject to backup withholding as a result of a failure to
    report all interest or dividends, or (c) the IRS has notified me that I am
    no longer subject to backup withholding.

Certification Instructions - You must cross out Item 2 above if you have been
notified by the IRS that you are currently subject to backup witholding because
of underreporting interest or dividends on your tax returns. For real estate
transactions, Item 2 does not apply. For mortgage interest paid, the acquisition
or abandonment of secured property, contributions to an individual retirement
arrangement (IRA), and generally payments other than interest and dividends, you
are not required to sign the Certification, but you must provide your correct
TIN. If you are an individual, you should use the name shown on your social
security card unless you have changed your name, in which case you should enter
the full name on the card plus your new last name. If you are a sole proprietor,
you must enter your individual name as shown on your social security card. You
may also enter your business name as it was used when you applied for your EIN.



- -------------------------------------------------  -----------------------------
Owner/Taxpayer Signature                           Date

<PAGE>

- --------------------------------------------------------------------------------
R.  FOR REGISTERED REPRESENTATIVE USE ONLY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S><C>
                                                                                             PROPOSED          2ND PROPOSED
                                                                                             INSURED           INSURED

1.  If the Application was taken on a non-medical basis, were answers from the
    Proposed Insured(s) obtained personally and in your presence?                            / / Yes  / / No   / / Yes  / / No
2.  Does the Proposed Insured(s) appear to be in good health?                                / / Yes  / / No   / / Yes  / / No
3.  Are you aware of anything about the Proposed Insured(s) lifestyle, habits
    or driving record that would have an adverse affect on insurability?
    IF YES, PROVIDE DETAILS.                                                                 / / Yes  / / No   / / Yes  / / No

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

4.  Previous address of Insured(s) if moved within the last two years:

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

5.  Will any existing life insurance or annuity with this or any other company
    be replaced, changed or used as source of premium payment for the insurance
    applied for?  IF YES, PROVIDE DETAILS AND NECESSARY FORMS.                                                   / / Yes  / / No

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

6.  Based on your reasonable inquiry about the Owner's financial situation,
    insurance objectives and needs, do you believe that the policy as applied
    for is suitable for the insurance needs and anticipated financial
    objectives of the Owner?                                                                                     / / Yes  / / No

7.  Proposed Insured's Marital Status        / / Single    / / Married    / / Divorced    / / Separated    / / Other  ______________

8.  Proposed Insured's Annual Household Income:
    / / $50,000 or less         / / $75,001-$100,000        / / $150,001-$200,000
    / / $50,000-$75,000         / / $100,001-$150,000       / / $200,001 or more

9.  2nd Proposed Insured's Marital Status    / / Single    / / Married    / / Divorced    / / Separated    / / Other  ______________

10. 2nd Proposed Insured's Annual Household Income:
    / / $50,000 or less         / / $75,001-$100,000        / / $150,001-$200,000
    / / $50,000-$75,000         / / $100,001-$150,000       / / $200,001 or more

11. Source of prospect:
    / / Existing Client   / / Referral   / / Cold Call   / / Orphan   / / Orphan Referral   / / Direct Mail   / / Client's request

12. Registered Representatives who will share commission:

    Registered Representative                 State Insurance License Number        Share %       Servicing Rep? (Select One)

                                                                                                    / / Yes  / / No
    ---------------------------------------  ------------------------------------  -------------
                                                                                                    / / Yes  / / No
    ---------------------------------------  ------------------------------------  -------------

13.  Registered Representative's Broker-Dealer Name
                                                    ---------------------------------------------------------------

     Address
             ------------------------------------------------------------------------------------------------------

     City                                                     State                    Zip
          ---------------------------------------------------       ------------------     ------------------------

     Phone                                                Fax
           ---------------------------------------------      -----------------------------------------------------

     Broker/Dealer Account
                           ---------------------------

14. General Agent                               General Agent's Broker Dealer (if different):
                  -----------------------------                                              ----------------------
</TABLE>

CERTIFICATION:

I, __________________________________________________________________ certify:
                  Print Registered Representative's Name

1.   (a) that the questions contained in this Application were asked of the
     Proposed Insured(s) and Owner and correctly recorded; (b) that this
     Application, report and any accompanying information are complete and true
     to the best of my knowledge and belief; (c) that I have given the Proposed
     Insured(s) the Medical Information Bureau, Inc. (MIB, Inc.) and Consumer
     Report Notices; and (d) that the provisions of the Temporary Life Insurance
     Agreement, including limitations and exclusions, have been explained to the
     Owner.

2.   (a) that I have reviewed with the Owner all the policy features and have
     given a current prospectus for the plan of insurance indicated in section E
     of this Application, and (b) that information regarding the policy applied
     for and the Owner's financial situation, insurance objectives and needs has
     been submitted to my Broker/Dealer for suitability review.

3.   that evidence as to the identities of the Proposed Insured(s) and the Owner
     and source of funds has been obtained and recorded under procedures
     maintained by the institution from which payments will be made.

- ----------------  --------------------------------  ----------------------------
Date              State Insurance License No.       Signature of Registered
                                                    Representative

<PAGE>

[GRAPHIC]  FUTURITY VARIABLE UNIVERSAL LIFE
           SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
           P.O. BOX 81312
           1 SUN LIFE EXECUTIVE PARK
           WELLESLEY HILLS, MA 02481         1-800-700-6554


                        PRE-AUTHORIZED CHECKING PLAN FORM

- --------------------------------------------------------------------------------
ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

Applicant's Name
                ----------------------------------------------------------------

Name on Bank Account                            Name of Bank
                    ---------------------------             --------------------

Bank Address
             -------------------------------------------------------------------

City                                  State               Zip
     --------------------------------       -------------     ------------------

Bank Telephone Number
                      ---------------------------------

Select the day of the month the premium should be drafted from your account:

      / / 1st           / / 10th          / / 20th

Attach a voided check to this form. Please note that this form can only be used
for the Application to which it is attached.

- --------------------------------------------------------------------------------
AUTHORIZATION
- --------------------------------------------------------------------------------

I/we authorize (a) Sun Life (U.S.) to initiate debit entries, electronically, by
paper means or by any other commercially accepted method, to my (our) checking
account designated above, and (b) my (our) bank designated above (BANK) to debit
my (our) account for such amount. This authorization is to remain in effect
until Sun Life (U.S.) and the BANK have each received written notification from
me (or either of us) of its termination in such time and manner as to afford Sun
Life (U.S.) and the BANK a reasonable opportunity to act on it. I/we agree that
Sun Life (U.S.) shall be fully protected in initiating such a debit entry, and
that the BANK shall be fully protected from any liability in the event such a
debit entry is dishonored for any reason. Sun Life (U.S.) is instructed to
forward this authorization to the BANK.

- ---------------------------------------  ---------------------------------------
Payor's Signature                         Date

- ---------------------------------------  ---------------------------------------
Joint Payor's Signature                   Date

- ---------------------------------------  ---------------------------------------
FOR SUN LIFE (U.S.) USE ONLY
- ---------------------------------------  ---------------------------------------

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

 ------------------------------------------------------------------------------
  ROUTING/TRANSIT NUMBER

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

 ------------------------------------------------------------------------------
  ACCOUNT NUMBER

<PAGE>

                      TEMPORARY LIFE INSURANCE APPLICATION

<TABLE>
<CAPTION>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------------------
TEMPORARY LIFE INSURANCE APPLICATION
- ---------------------------------------------------------------------------------------------------------------------------------

                                                                                    PROPOSED INSURED        2ND PROPOSED INSURED

  1.  Within the last three years, have you, the Proposed Insured, consulted a
      physician or received treatment for cancer, stroke, pneumonia, heart
      attack or any disease of the heart?                                            / / Yes  / / No         / / Yes / / No

  2.  Have you, the Proposed Insured, within the last 60 days had or been
      advised to have any diagnostic test, treatment or surgery not yet performed?   / / Yes  / / No         / / Yes / / No

  3.  Do you, the Proposed Insured, have health symptoms or complaints for which
      a physician has not yet been consulted or treatment received? For example,
      persistent fever, unexplained weight loss, loss of appetite,
      pain or swelling, etc.?                                                       / / Yes  / / No         / / Yes / / No


     IF ANY OF THE PREVIOUS QUESTIONS HAS A "YES" ANSWER, NO PAYMENT WILL BE ACCEPTED. IN ADDITION,
DO NOT DETACH RECEIPT.

I/we have read and understand the conditions of the Temporary Life Insurance Agreement and agree that the
above statements are complete and true to the best of my/our knowledge and believe that they are correctly recorded.


- -------------------------------------------------------   -------------------------------------------------------
Signature of Proposed Insured                   Date      Signature of 2nd Proposed Insured               Date

- -------------------------------------------------------   -------------------------------------------------------
Signature of  Owner                                       Date
</TABLE>

- --------------------------------------------------------------------------------
TEMPORARY LIFE INSURANCE AGREEMENT AND RECEIPT
- --------------------------------------------------------------------------------

Sun Life (U.S) will provide Temporary Life Insurance coverage on the person(s)
proposed for insurance, who have signed the Temporary Life Insurance
Application, made an advance payment and completed Part 1 of the Application for
the policy, subject to the following:
PERSON COVERED--Coverage will be provided on (a) the Proposed Insured, or (b)
the surviving Insured on a plan which insures two lives and provides a benefit
on the death of the surviving Insured.
START OF COVERAGE--Coverage begins the date you sign the Temporary Life
Insurance Application.
LIMITATIONS OF COVERAGE--No coverage will be provided if: (a) any questions
material to our assessment of the risk on the Temporary Life Insurance
Application is not answered completely and truthfully; (b) any question on the
Temporary Life Insurance Application is answered "Yes"; or (c) a Proposed
Insured, whether sane or insane, commits suicide.
AMOUNT AND LIMITATIONS ON AMOUNT--Amount of coverage will be the amount you
request in Part 1 of the Application associated with this Temporary Life
Insurance Application subject to limitations. Coverage on any person under this
and all other Sun Life (U.S.) Temporary Life Insurance Agreements will be
limited to the total coverage provided by such agreements or to $2,000,000 on a
single life application or $4,000,000 on a joint and last survivor application,
including Accidental Death Benefit, whichever is less. If more than one
Application is pending on any person proposed for insurance herein and the total
amount of insurance applied for exceeds $2,000,000 on a single life application
or $4,000,000 on a joint and last survivor application then the coverage under
this Temporary Life Insurance Agreement will be reduced to that proportion of
$2,000,000 on a single life application or $4,000,000 on a joint and last
survivor application which the amount applied for under Part 1 of the
Application associated with this Temporary Life Insurance Application bears to
the total amount applied for under all such Applications for temporary life
insurance coverage.
TERMINATION OF COVERAGE--Coverage will terminate: (a) on written notice from Sun
Life (U.S.), or (b) on the date a policy is issued and Sun Life (U.S.) has
received the balance of any premiums owed, or (c) on the refund of any advance
payment made with the Application associated with this Temporary Life Insurance
Application; or (d) on the date of your request; or (e) on the ninetieth (90th)
day following the date of the Temporary Life Insurance Application.
PAYMENT OF BENEFITS--No benefit will be paid on first death on a plan which
insures two lives while covered by this Temporary Life Insurance Agreement. If
Proposed Insureds' deaths occur simultaneously or within 30 days of each other,
the benefit will be paid to the beneficiary named in the Application associated
with this Temporary Life Insurance Application.
AMOUNT PAID--The amount paid, as listed below, will be held by Sun Life (U.S.)
while this Temporary Life Insurance coverage is provided; but this amount is not
allocated to any Sub-Account and/or Fixed Account until such date as a policy is
issued and Sun Life (U.S.) receives the balance of any premiums owed. Prior to
such date, Sun Life (U.S.) may deduct Cost of Insurance charges for the period
of this Temporary Life Insurance coverage.

Sun Life (U.S) acknowledges receipt of $__________________________ paid in
connection with application for life insurance on the life
of ________________________________________ dated this _______________ day
of ________________________
          Month/year

- ----------------------------------------  --------------------------------------
Name of Owner                             Signature of Owner
- ----------------------------------------  --------------------------------------
Name of Registered Representative         Signature of Registered Representative

SUN LIFE (U.S.) COPY              Premium checks must be made payable to Sun
                                  Life Assurance Company of Canada (U.S.)

<PAGE>

<TABLE>
<CAPTION>
<S><C>
                      TEMPORARY LIFE INSURANCE APPLICATION

- ---------------------------------------------------------------------------------------------------------------------------------
TEMPORARY LIFE INSURANCE APPLICATION
- ---------------------------------------------------------------------------------------------------------------------------------

                                                                                  PROPOSED INSURED        2ND PROPOSED INSURED
4.  Within the last three years, have you, the Proposed Insured, consulted a
    physician or received treatment for cancer, stroke, pneumonia, heart
    attack or any disease of the heart?                                           / / Yes  / / No         / / Yes / / No

5.  Have you, the Proposed Insured, within the last 60 days had or been
    advised to have any diagnostic test, treatment or surgery not yet
    performed?                                                                    / / Yes  / / No         / / Yes / / No

6.  Do you, the Proposed Insured, have health symptoms or complaints for which
    a physician has not yet been consulted or treatment received? For example,
    persistent fever, unexplained weight loss, loss of appetite,
    pain or swelling, etc.?                                                       / / Yes  / / No         / / Yes / / No

     IF ANY OF THE PREVIOUS QUESTIONS HAS A "YES" ANSWER, NO PAYMENT WILL BE ACCEPTED. IN ADDITION,
DO NOT DETACH RECEIPT.

I/we have read and understand the conditions of the Temporary Life Insurance Agreement and agree that
the above statements are complete and true to the best of my/our knowledge and believe that they are correctly recorded.


- -------------------------------------------------------   -------------------------------------------------------
Signature of Proposed Insured                   Date      Signature of 2nd Proposed Insured               Date

- -------------------------------------------------------   -------------------------------------------------------
Signature of  Owner                                       Date
</TABLE>

- --------------------------------------------------------------------------------
TEMPORARY LIFE INSURANCE AGREEMENT AND RECEIPT
- --------------------------------------------------------------------------------

Sun Life (U.S) will provide Temporary Life Insurance coverage on the person(s)
proposed for insurance, who have signed the Temporary Life Insurance
Application, made an advance payment and completed Part 1 of the Application for
the policy, subject to the following:
PERSON COVERED--Coverage will be provided on (a) the Proposed Insured, or (b)
the surviving Insured on a plan which insures two lives and provides a benefit
on the death of the surviving Insured.
START OF COVERAGE--Coverage begins the date you sign the Temporary Life
Insurance Application.
LIMITATIONS OF COVERAGE--No coverage will be provided if: (a) any questions
material to our assessment of the risk on the Temporary Life Insurance
Application is not answered completely and truthfully; (b) any question on the
Temporary Life Insurance Application is answered "Yes"; or (c) a Proposed
Insured, whether sane or insane, commits suicide.
AMOUNT AND LIMITATIONS ON AMOUNT--Amount of coverage will be the amount you
request in Part 1 of the Application associated with this Temporary Life
Insurance Application subject to limitations. Coverage on any person under this
and all other Sun Life (U.S.) Temporary Life Insurance Agreements will be
limited to the total coverage provided by such agreements or to $2,000,000 on a
single life application or $4,000,000 on a joint and last survivor application,
including Accidental Death Benefit, whichever is less. If more than one
Application is pending on any person proposed for insurance herein and the total
amount of insurance applied for exceeds $2,000,000 on a single life application
or $4,000,000 on a joint and last survivor application then the coverage under
this Temporary Life Insurance Agreement will be reduced to that proportion of
$2,000,000 on a single life application or $4,000,000 on a joint and last
survivor application which the amount applied for under Part 1 of the
Application associated with this Temporary Life Insurance Application bears to
the total amount applied for under all such Applications for temporary life
insurance coverage.
TERMINATION OF COVERAGE--Coverage will terminate: (a) on written notice from
Sun Life (U.S.), or (b) on the date a policy is issued and Sun Life (U.S.) has
received the balance of any premiums owed, or (c) on the refund of any advance
payment made with the Application associated with this Temporary Life Insurance
Application; or (d) on the date of your request; or (e) on the ninetieth (90th)
day following the date of the Temporary Life Insurance Application.
PAYMENT OF BENEFITS--No benefit will be paid on first death on a plan which
insures two lives while covered by this Temporary Life Insurance Agreement. If
Proposed Insureds' deaths occur simultaneously or within 30 days of each other,
the benefit will be paid to the beneficiary named in the Application associated
with this Temporary Life Insurance Application.
AMOUNT PAID--The amount paid, as listed below, will be held by Sun Life (U.S.)
while this Temporary Life Insurance coverage is provided; but this amount is not
allocated to any Sub-Account and/or Fixed Account until such date as a policy is
issued and Sun Life (U.S.) receives the balance of any premiums owed. Prior to
such date, Sun Life (U.S.) may deduct Cost of Insurance charges for the period
of this Temporary Life Insurance coverage.

Sun Life (U.S) acknowledges receipt of $__________________________paid in
connection with  for life insurance on the life of _____________________________
dated this_______________ day of ________________________
                                       Month/year

- ----------------------------------------  --------------------------------------
Name of Owner                             Signature of Owner
- ----------------------------------------  --------------------------------------
Name of Registered Representative         Signature of Registered Representative


CLIENT COPY                       Premium checks must be made payable to Sun
                                  Life Assurance Company of Canada (U.S.)

<PAGE>

              INVESTMENT DESIGNATION AND OPTIONAL PROGRAM SELECTION


INVESTMENT DESIGNATION

This form should be used to establish a model for allocation of future premium
payments and loan repayments. You may elect to design your own allocation model
(Section A.) or you may choose to have your payments allocated using one of the
professionally managed Asset Allocation Programs (Section B.) Your request will
become effective upon expiration of the Right of Return period applicable to
your contract, and the election will remain in effect until we receive
authorized instructions to change this election. Elect your allocation model
(Section A. or Section B.) and sign on the appropriate signature lines.

<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
A.  Premium Payment Allocation Model

Instructions: Complete this section if you would like to design your own payment
allocation model. Please be sure to use whole percentages of no less than 5% and
check that the percentages add up to 100%.

- ---------------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNTS                                                     ___ % MFS/Sun Life High Yield Series
                                                                 ___ % MFS/Sun Life Massachusetts Investors Growth Stock Series
AIM VARIABLE INSURANCE FUNDS, INC.                               ___ % MFS/Sun Life Massachusetts Investors Trust Series
___ % AIM V.I. Capital Appreciation Fund                         ___ % MFS/Sun Life New Discovery Series
___ % AIM V.I. Growth Fund                                       ___ % MFS/Sun Life Total Return Series
___ % AIM V.I. Growth and Income Fund                            ___ % MFS/Sun Life Utilities Series
___ % AIM V.I. International Equity Fund
                                                                 OCC ACCUMULATION TRUST
THE ALGER AMERICAN FUND                                          ___ % OCC Accumulation Trust Equity Portfolio
___ % Alger American Growth Portfolio                            ___ % OCC Accumulation Trust Managed Portfolio
___ % Alger American Income and Growth Portfolio                 ___ % OCC Accumulation Trust Mid Cap Portfolio
___ % Alger American Small Capitalization Portfolio              ___ % OCC Accumulation Trust Small Cap Portfolio

GOLDMAN SACHS VARIABLE INSURANCE TRUST                           SUN CAPITAL ADVISERS, INC.
___ % Goldman Sachs V.I.T. CORE Large Cap Growth Fund            ___ % Sun Capital Money Market Fund
___ % Goldman Sachs V.I.T. CORE Small Cap Equity Fund            ___ % Sun Capital Investment Grade Bond Fund
___ % Goldman Sachs V.I.T. CORE U.S. Equity Fund                 ___ % Sun Capital Real Estate Fund
___ % Goldman Sachs V.I.T. Growth and Income Fund
___ % Goldman Sachs V.I.T. International Equity Fund             SUN CAPITAL ADVISERS, INC. (WELLINGTON MANAGEMENT SUBADVISED
                                                                 FUNDS)
MFS/SUN LIFE SERIES TRUST                                        ___ % Sun Capital Blue Chip Mid Cap Fund
___ % MFS/Sun Life Capital Appreciation Series                   ___ % Sun Capital Investors Foundation Fund
___ % MFS/Sun Life Emerging Growth Series                        ___ % Sun Capital Select Equity Fund
___ % MFS/Sun Life Government Securities Series
                                                                 SUN LIFE OF CANADA (U.S.) FIXED ACCOUNT GUARANTEE OPTION
                                                                 ___ % Fixed Account

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

Please establish the payment model I have indicated above. I understand that all
payments made to my policy will be applied using this Premium Payment Allocation
Model unless I, or another authorized party, provide clear instruction (as
determined by the Home Office) to apply a payment/all future payments
differently.

Owner/Authorized Signature:                                                     Date:
                            ---------------------------------------------------       -----------------------
Owner/Authorized Signature:                                                     Date:
                            ---------------------------------------------------       -----------------------

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

B.  Asset Allocation Program Election

    Complete this section if you would like to participate in one of the three
    professionally managed programs available to you.

    1. Select ONLY ONE of the following programs:
                                         / / Conservative Asset Allocation Model
                                         / / Moderate Asset Allocation Model
                                         / / Aggressive Asset Allocation Model

NOTE:  DO NOT complete Section A, Premium Payment Allocation Model.

Please make the changes indicated above to my policy. I understand that
participation in this program involves periodic exchanges of my account value to
ensure they reflect the model I have chosen, and that the Asset Allocation
Committee, upon review each quarter, may make changes to the model I have
elected. I further understand that if I make a request either to (1) allocate a
payment using different allocations, or (2) transfer funds among the
sub-accounts in a way that is not consistent with my Asset Allocation Program,
that my participation in this program will be terminated.

Owner Signature:                                          Date:
                 ----------------------------------------       ----------------
Owner Signature:                                          Date:
                 ----------------------------------------       ----------------

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)


This document sets forth the administrative procedures that will be followed
by Sun Life Assurance Company of Canada (U.S.). (the "Company" or "we"), in
connection with the issuance of a Futurity Survivorship Variable Universal
Life Insurance Policy, (the "Policy"), the transfer of assets held
thereunder, and the redemption by Owners of their interests in such Policy.

I.       PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF POLICIES

A.       Application, Underwriting and Initial Premium Processing

To purchase a Policy, an application must be submitted to our Principal
Office so that we may follow certain underwriting procedures designed to
determine the insurability of the proposed Insureds. We offer the Policy on a
regular (medical) underwriting basis and may require medical examinations and
further information before the proposed application is approved. Proposed
Insureds must be acceptable risks based on our underwriting limits and
standards. A policy cannot be issued until the underwriting process has been
completed to our satisfaction and we reserve the right to reject an
application that does not meet our underwriting requirements or to "rate" an
Insured as a substandard risk, which will result in the charging of increased
Monthly Cost of Insurance charges. The company may issue a policy where one
of the Insured would normally be uninsurable, provided the combination of the
Insureds meets certain requirements.

The applicant must specify certain information in the application including
the Specified Face Amount, the death benefit option and supplemental benefits.

The Specified Face Amount must not be below the Minimum Specified Face
Amount, which is $250,000.

The Policy must satisfy the Guideline Premium compliance test in order to
qualify as life insurance under section 7702 of the Internal Revenue Code.
Under the Guideline Premium compliance test the premiums paid may not exceed
the guideline premiums specified by section 7702 of the Internal Revenue
Code. In addition, the Policy's death benefit may not be less than the
Account Value multiplied by the applicable Death Benefit Percentage specified
by section 7702 of the Internal Revenue Code.

The Policy provides the following two death benefit options:

Option A - Specified Face Amount. The death benefit is the greater of the
Specified Face Amount or the Account Value multiplied by the applicable Death
Benefit Percentage.

Option B - Specified Face Amount plus Account Value. The death benefit is the
greater of the Specified Face Amount plus the Account Value, or the Account
Value multiplied by the applicable Death Benefit Percentage.

FSVUL-2000                         1                    January 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

Prior to the approval of the application, any advance payments received are
not premiums for the policy and will be held in the Company's General
Account. The Company may offer a Temporary Insurance Agreement to the owner
on the lives of the Insureds (due on the death of the last living Insured)
subject to our conditions and limitations. The Temporary Insurance Agreement
provides coverage up to 90 days. However, this coverage will not extend
beyond the effective date of the Policy if earlier than the end of the 90-day
period. Coverage will not exceed the lesser of the specified face amount
being applied for; and $2,000,000. If the Temporary Insurance Agreement
terminates prior to the issuance of the Policy the total amount of the
advance payment will be refunded. Upon approval of the application, the
Policy on the lives of the Insureds will be issued. The initial premium is
due and payable as of the Issue Date. If a Temporary Insurance Agreement is
in effect when the Policy is issued, any such advance payment will be
credited toward the initial premium for the Policy that has been issued. The
effective date of coverage for the Policy will be the date the initial
premium is received at our Principal Office. If an application is not
approved, any advance payment received for a Temporary Insurance Agreement
will be returned promptly.

During the Free Look period for a Policy, the Company will allocate the net
premiums received to the Sun Capital Money Market Fund or the fixed account
investment option. Upon expiration of this period, the account value, as so
allocated, will be transferred, as applicable to the sub-accounts of the
variable account and to the sub-account that invests in the Fixed Account in
accordance with the Owner's allocation instructions.

B.       PREMIUM PAYMENTS

The initial premium is an amount specified for each Policy based on the
requested Specified Face Amount, issue age, sex, classes of each of the
Insureds, and any supplemental benefits requested. Coverage under the Policy
does not exist until we have received the initial premium at the Company's
Principal Office. The initial premium for the Policy will not be the same for
all owners of policies.

All premium payments are payable to the Company, at our Principal Office. The
Owner is not required to make premium payments according to a fixed schedule,
but may select a planned periodic premium amount and corresponding billing
period, subject to our Premium limits. The billing period must be annual,
semi-annual, quarterly or by pre-authorized check on a monthly basis. We will
send a billing notice for the annual, semi-annual and quarterly planned
periodic premium at the beginning of each billing period. However, the Owner
is not required to pay the planned periodic premium; he or she may increase
or decrease premium payments, subject to our limits, and may skip a planned
premium payment or make unscheduled payments. If premium payments are being
made by pre-authorized check, skipping payments may result in a billing
period change to quarterly. The Owner may change the planned premium amount
or billing

FSVUL-2000                         2                    January 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

period, subject to our approval. The payment of a planned periodic premium
may not be sufficient to keep the Policy in force, and the Owner may need to
change the planned periodic premium payment amount and/or the corresponding
billing period or make additional payments in order to prevent the
termination of the Policy.

The Company reserves the right to limit the number of premium payments we
accept on an annual basis on each Policy. No premium payment may be less than
$50 without our consent, although we will accept a smaller premium payment if
it is necessary to keep a Policy in force. We reserve the right not to accept
a premium payment that causes the death benefit to increase by an amount that
exceeds the premium received; evidence of the Insureds' insurability
satisfactory to us may be required before we accept such a premium.

The Company will not accept premium payments, which would cause the Policy to
fail to qualify as life insurance under section 7702 of the Internal Revenue
Code, or any successor provision. The maximum premium limit for each policy
year is the largest premium that can be paid such that the sum of all
premiums paid will not exceed the guideline premium limitations of section
7702 of the Internal Revenue Code, or any successor provision. If a premium
is made in excess of these limits, we will accept only that portion of the
premium within those limits, and will refund the remainder. The portion
accepted will be applied in accordance with the allocation percentages.

A Policy will remain in force as long as the Cash Surrender Value is
sufficient to cover the Policy deductions. However, during the first five
policy years the Policy will remain in force if the sum of premiums paid less
any partial surrender less the policy debt is equal or greater than the
cumulative minimum monthly premiums. Thus, the amount of a premium, if any,
that must be paid to keep the Policy in force depends upon the Cash Surrender
Value of the Policy and the Minimum Monthly Premium applicable to each policy
month of the Policy. The Account Value, and therefore the Cash Surrender
Value, depends on such factors as the premiums paid, the investment
experience of the sub-accounts, the interest rate credited to the Fixed
Account, the monthly cost of insurance, the monthly face amount charge and
the mortality and expense risk charge. The rate utilized in computing the
cost of insurance will not be the same for each pair of Insureds. The reason
for this is that the principle of pooling and distribution of mortality risks
is based on the assumption that each pair of Insureds incurs an insurance
rate commensurate with the mortality risk which is actuarially determined
based on such factors as issue age, attained age, sex, and risk class.
Accordingly, while not all pairs of Insureds will be subject to the same cost
of insurance rate, there will be a single rate for all pairs of Insureds in a
given actuarial category.

Current cost of insurance rates will be determined by the Company based upon
expectations of future experience with respect to mortality costs,
persistency, interest rates, expenses and taxes. The costs of insurance rates
are guaranteed not to exceed rates based on the 1980 CSO Mortality

FSVUL-2000                         3                    January 2000


<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

Tables. The Policies will be offered and sold pursuant to established
standards in accordance with state insurance laws.

The interest rate credited to the Fixed Account Value is guaranteed to be
3.00% annual effective rate. Interest in excess of the guaranteed rate may be
applied in the calculation of the Fixed Account Value at such increased rates
and in such manner as we may determine, based on our expectations of future
interest, mortality costs, persistency, expenses and taxes.

II.      REDEMPTION PROCEDURES:  SURRENDER 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 redemption transaction. The summary shows that
because of the insurance nature of the Policies, the procedures involved
necessarily differ in certain significant respects from the redemption
procedures for mutual funds and contractual plans.

A.       SURRENDERS AND PARTIAL SURRENDERS

The Owner may surrender the Policy for the Cash Surrender Value at any time
by sending a written request, in a form satisfactory to us, to our Principal
Office. The amount available for surrender is the Cash Surrender Value at the
end of the valuation period during which the surrender request is received in
our Principal Office. The Cash Surrender Value is the Account Value,
decreased by any Surrender Charges, and decreased by any Policy Debt.
Coverage under a Policy terminates as of the date of surrender.

The Owner may make a Partial Surrender of the Policy once each policy year
after the first policy year. The maximum Partial Surrender in the first 10
policy years is 20% of the Cash Surrender Value, and after year 10 it is the
amount of the Cash Surrender Value. The minimum Partial Surrender is $200.
The Specified Face Amount will be reduced to the extent necessary so that the
death benefit less the Account Value immediately after the Partial Surrender
does not exceed the death benefit less the Account Value immediately before
the Partial Surrender. The Specified Face Amount remaining in force after a
Partial Surrender must not be lower than the Minimum Specified Face Amount
which is generally $250,000.

The Owner may allocate the Partial Surrender amount to the sub-accounts of
the Variable Account and the Fixed Account. If the allocation is not
specified, then the Partial Surrender will be allocated in proportion to the
amounts in the Sub-Account and the Fixed Account in excess of the Policy Debt
bear to the Account Value in excess of the Policy Debt.

Amounts payable from the Variable Account upon a Surrender or Partial
Surrender will ordinarily be paid within seven days of receipt of a written
request in a form satisfactory to us, at

FSVUL-2000                         4                    January 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

our Principal Office, and any additional requirements deemed necessary by
the state and federal governments.

B.       CHANGES IN SPECIFIED FACE AMOUNT

After the end of the first policy year, the Owner may change the Specified
Face Amount. The Owner must send a written request in a form satisfactory to
us, for a change to our Principal Office. The effective date of coverage for
changes in Specified Face Amount is:

- --        For any increase in coverage, the next policy anniversary follows
          the date we approve the supplemental application for such
          increase, and

- --        For any decrease in coverage, the Monthly Anniversary Day that
          falls on or next follows the date we receive the request.

The Specified Face Amount may not decrease to less than the Minimum Specified
Face Amount, which is $250,000 and is specified in the Policy. A decrease is
the Specified Face Amount will cause a Partial Surrender Charge to be
deducted form the Account Value. A decrease in the Specified Face Amount will
be applied to the initial Specified Face Amount and to each increase in
Specified Face Amount in the following order:

- --        First, to the most recent increase;

- --        Second, to the next most recent increase in reverse chronological
          order; and

- --        Finally, to the initial Specified Face Amount.

An increase in the Specified Face Amount is subject to our underwriting rules
in effect at the time of the increase. The Owner may be required to submit
evidence of the Insureds' insurability satisfactory to us.

C.       CHANGES IN DEATH BENEFIT OPTION

After the end of the first policy year the Owner may change the Death Benefit
Option on the Policy. Requests for a change in death benefit option must be
made in writing, in a form satisfactory to us, and submitted to our Principal
Office. Changes in the death benefit option are subject to our underwriting
rules in effect at the time of the change. The effective date of the change
will be the Policy Anniversary on or next following the date of receipt of
the request.

If the Death Benefit Option change is from Option A to Option B, the
Specified Face Amount will be reduced by the Account Value. If the Death
Benefit Option change is from Option B to Option A, the Specified Face Amount
will be increased by the Account Value. In both cases, the amount of the
Death Benefit at the time of change will not be altered, but the change in
Death Benefit Option will affect the amount of the Death Benefit from that
point on.

FSVUL-2000                         5                    January 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

D.       DEATH CLAIMS

While the Policy remains in force, the Company ordinarily will pay a death
benefit to the named beneficiary of record, subject to the rights of any
assignment, in accordance with the designated death benefit option within
seven days after receipt in its Principal Office of due proof of death of
both Insureds. The policy pays the death benefit upon the death of the last
Insured to die. Payment of death benefits may be postponed or delayed under
certain circumstances. By example, an investigation may be warranted to
verify the validity of the claim, to resolve unclear beneficiary
arrangements, or to investigate a death occurring during a suicide or
contestability period. Also, the New York Stock Exchange being closed for
reasons other than customary weekend and holiday closings may impact the
ability to pay a death benefit within seven days.

Unless otherwise specified, the proceeds will be divided equally among all
primary Beneficiaries who survive the Insureds. If no primary Beneficiary
survives the Insureds, then the proceeds will be divided equally among all
contingent Beneficiaries. If no Beneficiary (primary or contingent) is
living, then the proceeds will be paid to the estate of the last Insured to
die.

The amount of the death benefit is determined at the end of the valuation
period on the date of death of the last Insured to die. The amount of the
death benefit will never be less than the Specified Face Amount of the Policy
prior to the maturity date of the policy. The Policy Proceeds, paid to the
beneficiary, equal the death benefit decreased by any Policy Debt.

If either or both Insureds is(are) living on the date of maturity and the
maturity date is not extended, the Company will then pay in a lump sum the
cash surrender value of the Policy.

The policy provides for an extension of the maturity date upon request by the
Owner. The death benefit beyond the original maturity date will be the
Account Value.

The Company offers a Maturity Extension Rider which may be elected by the
Owner at the issue of the Policy. The Maturity Extension Rider has monthly
cost of insurance charges. The Maturity Extension Rider extends the maturity
date beyond age 100 of the younger Insured. Under the Maturity Extension
Rider the death benefit beyond age 100 of the younger Insured is the full
death benefit, based on Option A or Option B as applicable.

E.       POLICY LOANS

The Owner may request a Policy loan of up to 90% of the Cash Value less any
outstanding debt on the date the Policy loan is made. Any amount due to an
Owner under a loan ordinarily will be paid within seven days after the
Company receives a written request in a form satisfactory to us,


FSVUL-2000                         6                    January 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

at our Principal Office, although payments may be delayed or postponed under
some circumstances.

The Owner may allocate the Policy loan among the Sub-Accounts and the Fixed
Account Value. If the Owner does not specify the allocation, then the Policy
loan shall be allocated among the Sub-Accounts in the proportion the amounts
in the Sub-Account and the Fixed Account Value in excess of the Policy Loan
bear to the Account Value in excess of the Policy loan. The Policy loan
amounts allocated to the sub-accounts will be transferred to the Fixed
Account.

The outstanding loan amounts will earn interest at an annual rate of 3.00%.
Interest on the Policy loan will accrue at the policy loan interest rate of
4.00% annual in policy years one through ten and 3.00% annual thereafter.
This interest shall be due and payable to us in arrears on each Policy
Anniversary. Any unpaid interest will be added to the principal loan amount
as an additional Policy loan and will bear interest in the same manner as the
prior policy loan.

All funds we receive from the Owner will be credited to the Policy as Premium
unless we have received written notice, in a form satisfactory to us, at our
Principal Office, that the funds are for loan repayment. Loan repayments will
first reduce the outstanding balance of the Policy loan and then accrued but
unpaid interest on such loans. We will accept repayment of any Policy loan at
any time before Maturity.

III.     TRANSFERS

Subject to the Company's rules as they may exist from time to time and to any
limits that may be imposed by the Funds, including those set forth in the
Policy, the Owner may at any time transfer to another sub-account all or a
portion of the Account Value allocated to a sub-account. The Owner may also
transfer amounts to or from the Fixed Account.

All requests for transfers must be made to our Principal Office. The Company
will make transfers pursuant to a valid request, made in writing or by
telephone, received at our Principal Office. Telephone requests will be
honored only if the Company has a properly completed and signed telephone
authorization form for the Owner on file. The Company and its agents and
affiliates will not be responsible for losses resulting from acting upon
telephone requests reasonably believed to be genuine. The Company will use
reasonable procedures to confirm that instructions communicated by telephone
are genuine. The procedures followed for transactions initiated by telephone
include requirements that the Owner (or other Owner-authorized party)
identify himself or herself by name and identify a personal identification
number. For additional protection, all changes in allocation percentages by
telephone may be recorded.

Transfers may be requested by indicating the transfer of either a specified
dollar amount or a specified percentage of the sub-account's value from which
the transfer will be made. If a

FSVUL-2000                         7                    January 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

transfer is based on a specified percentage of the sub-account's value, that
percentage will be converted into a request for the transfer of a specified
dollar amount based on application of the specified percentage to the
sub-account at the end of the valuation period during which the request was
made.

These transfer privileges are subject to the Company's consent. The Company
reserves the right to impose limitations on transfers, including but not
limited to: (1) the minimum amount that may be transferred, and (2) the
minimum amount that may remain in a sub-account following a transfer from
that sub-account. In addition, transfer privileges are subject to any
restrictions that may be imposed by the Funds.

IV.      REFUNDS

A.       FREE LOOK PERIOD

The Policy has a "Right to Return" provision which gives certain cancellation
rights. If the Owner is not satisfied with the Policy, it may be returned by
delivering or mailing it to our Principal Office or to the sales
representative from whom the Policy was purchased within 10 days from the
date of receipt ("Right of Return Period.") A longer period applies in some
states.

A Policy returned under this provision will be deemed void. The Owner will
receive a refund equal to the sum of all premium payments made, with no
adjustment for investment experience, if required by applicable state law;
otherwise, the refund will equal the sum of:


    (1) the difference between any premium payments made, including
        fees and charges, and the total of amounts allocated to the
        Variable Account,

    (2) the value of the amounts allocated to the Variable Account on the
        date the cancellation request is received by the Company or its
        sales representative from whom the Policy was purchased; less

    (3) any fees or charges imposed on amounts allocated to the
        Variable Account.

B.  SUICIDE

In most states, if the last Insured to die, whether sane or insane, commits
suicide within two years after the Issue date, the Company will not pay any
part of the Policy Proceeds. The Company's obligation will be limited to the
refund of the premiums paid, less the amount of any Policy Debt and any
Partial Surrenders.

INCONTESTABILITY CLAUSE

All statements made in the Application or in a supplemental application are
representations and not warranties. The Company will rely on these statements
when approving the issuance,


FSVUL-2000                         8                    January 2000


<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

increase in face amount, increase in Death Benefit over Premium paid, or
change in Death Benefit Option of the Policy. The Company in defense of a
claim can use no statement unless the statement was made in the Application
or in a supplemental application. In the absence of fraud, after the Policy
has been in force during the lifetime of the Insureds for a period of two
years from its Issue Date, the Company cannot contest it except for
non-payment of Premiums in accordance with the Insufficient Value provision.
However, any increase in the face amount, which is effective after the Issue
Date, will be incontestable only after such increase has been in force during
the lifetime of the Insureds for two years from the Effective Date of
Coverage of such increase. Any increase in Death Benefit over Premium paid or
increases in Death Benefit due to a Death Benefit Option change will be
incontestable only after such increase has been in force during the lifetime
of the Insureds for two years from the date of the increase.

D.       MISSTATEMENT OF AGE OR SEX

If the age or sex of either Insured is stated incorrectly in the Application,
the amounts payable by the Company will be adjusted as follows:


    -- Misstatement discovered at death: The Death Benefit will be
       recalculated to that which would be purchased by the most recently
       charged Monthly Cost of Insurance Rate for the correct age or
       sex of each Insured.

    -- Misstatement discovered prior to death: The Account Value will
       be recalculated from the Policy Effective Date using the
       Monthly Cost of Insurance Rates based on the correct age or sex
       of each Insured.

FSVUL-2000                         9                    January 2000


<PAGE>

[LOGO]                                            One Sun Life Executive Park
                                                  Wellesley Hills, MA 02481

                                                  Tel: (781) 237-6030





January 5, 2000




Gentlemen:

In my capacity as Product Officer for Sun Life Assurance Company of Canada, I
have provided actuarial advice concerning: (a) the preparation of a
registration statement for Sun Life of Canada (U.S.) Variable Account I filed
on Form S-6 with the Securities and Exchange Commission under the Securities
Act of 1933 (the "Registration Statement") regarding the offer and sale of
last survivor flexible premium combination fixed and variable life insurance
policies (the "Policies"); and (b) the preparation of policy forms for the
Policies described in the Registration Statement.

It is my professional opinion that:

The illustrations of cash surrender values, account values, death benefits
and accumulated premiums in the Appendix C to the prospectus contained in the
Registration Statement, are based on the assumptions stated in the
illustrations, and are consistent with the provisions of the Policies. The
rate structure of the Policies has not been designed so as to make the
relationship between premiums and benefits, as shown in the illustrations,
appear to be more favorable to prospective purchasers of Policies in the rate
class illustrated than to prospective purchasers of Policies for other rate
classes.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Experts"
in the prospectus.

                                       Very truly yours,


                                       /s/ Georges Rouhart

                                       Georges Rouhart, FSA, MAAA
                                       Product Officer


<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that M. Colyer Crum, whose signature
appears below, constitutes and appoints Edward M. Shea, Sandra DaDalt, Ellen B.
King, Peter F. Demuth, C. James Prieur, and James A. McNulty, III, and each of
them, his attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign:

         (i)  the Registration Statements on Form S-6 of Sun Life Assurance
              Company of Canada (U.S.) Variable Account I, to be filed with the
              Securities and Exchange Commission on or about January 6, 2000,
              and any amendments thereto.

         (ii) any Registration Statements under the Securities Act of 1933 and
              the Investment Company Act of 1940 of any of Sun Life of Canada
              (U.S.) Variable Account C, Sun Life of Canada (U.S.) Variable
              Account D, Sun Life of Canada (U.S.) Variable Account F, Sun Life
              of Canada (U.S.) Variable Account G, and Sun Life of Canada (U.S.)
              Variable Account I or any other variable account established by
              Sun Life Assurance Company of Canada (U.S.) (the "Company"), and

         (iii)any and all instruments, including applications for exemptions
              from such Acts, which said attorneys-in-fact deem necessary and
              advisable to enable the Company or any variable account of the
              Company to comply with the Securities Act of 1933, as amended, the
              Investment Company Act of 1940, as amended, and the rules and
              regulations and requirements of the Securities and Exchange
              Commission in respect thereof;

and to file the same, with exhibits thereto, and other amendments in connection
therewith with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date shown.




                                         /s/ M. Colyer Crum
                                         -------------------------
                                             M. Colyer Crum


Dated:  December 28, 1999

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that Gregory W. Gee, whose signature
appears below, constitutes and appoints Edward M. Shea, Sandra DaDalt, Ellen B.
King, Peter F. Demuth, C. James Prieur, and James A. McNulty, III, and each of
them, his attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign:

         (i)  the Registration Statements on Form S-6 of Sun Life Assurance
              Company of Canada (U.S.) Variable Account I, to be filed with the
              Securities and Exchange Commission on or about January 6, 2000,
              and any amendments thereto.

         (ii) any Registration Statements under the Securities Act of 1933 and
              the Investment Company Act of 1940 of any of Sun Life of Canada
              (U.S.) Variable Account C, Sun Life of Canada (U.S.) Variable
              Account D, Sun Life of Canada (U.S.) Variable Account F, Sun Life
              of Canada (U.S.) Variable Account G, and Sun Life of Canada (U.S.)
              Variable Account I or any other variable account established by
              Sun Life Assurance Company of Canada (U.S.) (the "Company"), and

         (iii)any and all instruments, including applications for exemptions
              from such Acts, which said attorneys-in-fact deem necessary and
              advisable to enable the Company or any variable account of the
              Company to comply with the Securities Act of 1933, as amended, the
              Investment Company Act of 1940, as amended, and the rules and
              regulations and requirements of the Securities and Exchange
              Commission in respect thereof;

and to file the same, with exhibits thereto, and other amendments in connection
therewith with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date shown.




                                          /s/ Gregory W. Gee
                                          -------------------------
                                              Gregory W. Gee


Dated:  January 4, 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that Angus A. MacNaughton, whose signature
appears below, constitutes and appoints Edward M. Shea, Sandra DaDalt, Ellen B.
King, Peter F. Demuth, C. James Prieur, and James A. McNulty, III, and each of
them, his attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign:

         (i)  the Registration Statements on Form S-6 of Sun Life Assurance
              Company of Canada (U.S.) Variable Account I, to be filed with the
              Securities and Exchange Commission on or about January 6, 2000,
              and any amendments thereto.

         (ii) any Registration Statements under the Securities Act of 1933 and
              the Investment Company Act of 1940 of any of Sun Life of Canada
              (U.S.) Variable Account C, Sun Life of Canada (U.S.) Variable
              Account D, Sun Life of Canada (U.S.) Variable Account F, Sun Life
              of Canada (U.S.) Variable Account G, and Sun Life of Canada (U.S.)
              Variable Account I or any other variable account established by
              Sun Life Assurance Company of Canada (U.S.) (the "Company"), and

         (iii)any and all instruments, including applications for exemptions
              from such Acts, which said attorneys-in-fact deem necessary and
              advisable to enable the Company or any variable account of the
              Company to comply with the Securities Act of 1933, as amended, the
              Investment Company Act of 1940, as amended, and the rules and
              regulations and requirements of the Securities and Exchange
              Commission in respect thereof;

and to file the same, with exhibits thereto, and other amendments in connection
therewith with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date shown.




                                         /s/ Angus A. MacNaughton
                                         -------------------------
                                             Angus A. MacNaughton


Dated:  January 3, 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that James A. McNulty, III, whose signature
appears below, constitutes and appoints Edward M. Shea, Sandra DaDalt, Ellen B.
King, Peter F. Demuth, and C. James Prieur, and each of them, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign:

         (i)  the Registration Statements on Form S-6 of Sun Life Assurance
              Company of Canada (U.S.) Variable Account I, to be filed with the
              Securities and Exchange Commission on or about January 6, 2000,
              and any amendments thereto.

         (ii) any Registration Statements under the Securities Act of 1933 and
              the Investment Company Act of 1940 of any of Sun Life of Canada
              (U.S.) Variable Account C, Sun Life of Canada (U.S.) Variable
              Account D, Sun Life of Canada (U.S.) Variable Account F, Sun Life
              of Canada (U.S.) Variable Account G, and Sun Life of Canada (U.S.)
              Variable Account I or any other variable account established by
              Sun Life Assurance Company of Canada (U.S.) (the "Company"), and

         (iii)any and all instruments, including applications for exemptions
              from such Acts, which said attorneys-in-fact deem necessary and
              advisable to enable the Company or any variable account of the
              Company to comply with the Securities Act of 1933, as amended, the
              Investment Company Act of 1940, as amended, and the rules and
              regulations and requirements of the Securities and Exchange
              Commission in respect thereof;

and to file the same, with exhibits thereto, and other amendments in connection
therewith with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date shown.




                                         /s/ James A. McNulty, III
                                         -------------------------
                                             James A. McNulty, III


Dated:  January 3, 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that C. James Prieur, whose signature
appears below, constitutes and appoints Edward M. Shea, Sandra DaDalt, Ellen B.
King, Peter F. Demuth, and James A. McNulty, III, and each of them, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign:

         (i)  the Registration Statements on Form S-6 of Sun Life Assurance
              Company of Canada (U.S.) Variable Account I, to be filed with the
              Securities and Exchange Commission on or about January 6, 2000,
              and any amendments thereto.

         (ii) any Registration Statements under the Securities Act of 1933 and
              the Investment Company Act of 1940 of any of Sun Life of Canada
              (U.S.) Variable Account C, Sun Life of Canada (U.S.) Variable
              Account D, Sun Life of Canada (U.S.) Variable Account F, Sun Life
              of Canada (U.S.) Variable Account G, and Sun Life of Canada (U.S.)
              Variable Account I or any other variable account established by
              Sun Life Assurance Company of Canada (U.S.) (the "Company"), and

         (iii)any and all instruments, including applications for exemptions
              from such Acts, which said attorneys-in-fact deem necessary and
              advisable to enable the Company or any variable account of the
              Company to comply with the Securities Act of 1933, as amended, the
              Investment Company Act of 1940, as amended, and the rules and
              regulations and requirements of the Securities and Exchange
              Commission in respect thereof;

and to file the same, with exhibits thereto, and other amendments in connection
therewith with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date shown.




                                         /s/ C. James Prieur
                                         -------------------------
                                             C. James Prieur


Dated:  January 3, 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that S. Caesar Raboy, whose signature
appears below, constitutes and appoints Edward M. Shea, Sandra DaDalt, Ellen B.
King, Peter F. Demuth, C. James Prieur, and James A. McNulty, III, and each of
them, his attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign:

         (i)  the Registration Statements on Form S-6 of Sun Life Assurance
              Company of Canada (U.S.) Variable Account I, to be filed with the
              Securities and Exchange Commission on or about January 6, 2000,
              and any amendments thereto.

         (ii) any Registration Statements under the Securities Act of 1933 and
              the Investment Company Act of 1940 of any of Sun Life of Canada
              (U.S.) Variable Account C, Sun Life of Canada (U.S.) Variable
              Account D, Sun Life of Canada (U.S.) Variable Account F, Sun Life
              of Canada (U.S.) Variable Account G, and Sun Life of Canada (U.S.)
              Variable Account I or any other variable account established by
              Sun Life Assurance Company of Canada (U.S.) (the "Company"), and

         (iii)any and all instruments, including applications for exemptions
              from such Acts, which said attorneys-in-fact deem necessary and
              advisable to enable the Company or any variable account of the
              Company to comply with the Securities Act of 1933, as amended, the
              Investment Company Act of 1940, as amended, and the rules and
              regulations and requirements of the Securities and Exchange
              Commission in respect thereof;

and to file the same, with exhibits thereto, and other amendments in connection
therewith with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date shown.




                                         /s/ S. Caesar Raboy
                                         -------------------------
                                             S. Caesar Raboy


Dated:  January 3, 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that Donald A. Stewart, whose signature
appears below, constitutes and appoints Edward M. Shea, Sandra DaDalt, Ellen B.
King, Peter F. Demuth, C. James Prieur, and James A. McNulty, III, and each of
them, his attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign:

         (i)  the Registration Statements on Form S-6 of Sun Life Assurance
              Company of Canada (U.S.) Variable Account I, to be filed with the
              Securities and Exchange Commission on or about January 6, 2000,
              and any amendments thereto.

         (ii) any Registration Statements under the Securities Act of 1933 and
              the Investment Company Act of 1940 of any of Sun Life of Canada
              (U.S.) Variable Account C, Sun Life of Canada (U.S.) Variable
              Account D, Sun Life of Canada (U.S.) Variable Account F, Sun Life
              of Canada (U.S.) Variable Account G, and Sun Life of Canada (U.S.)
              Variable Account I or any other variable account established by
              Sun Life Assurance Company of Canada (U.S.) (the "Company"), and

         (iii)any and all instruments, including applications for exemptions
              from such Acts, which said attorneys-in-fact deem necessary and
              advisable to enable the Company or any variable account of the
              Company to comply with the Securities Act of 1933, as amended, the
              Investment Company Act of 1940, as amended, and the rules and
              regulations and requirements of the Securities and Exchange
              Commission in respect thereof;

and to file the same, with exhibits thereto, and other amendments in connection
therewith with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date shown.




                                         /s/ Donald A. Stewart
                                         -------------------------
                                             Donald A. Stewart


Dated:  January 3, 2000




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